10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2012

or

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

For the transition period from __________________ to_____________________                                     

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	36-3972986
(State or other jurisdiction of incorporation or organization)	(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: R     No:  £

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

Yes: R     No:  £

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

Large accelerated filer R Accelerated filer £ Non-accelerated filer £ Smaller reporting company £

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

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, at April 25, 2012 was 33,070,575 shares.

COMPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
	PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011	2
	Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and 2011 (unaudited)	4
	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2012 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
	PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

1

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	(Unaudited)
	March 31,			December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	183.6		$	130.3
Receivables, less allowance for doubtful accounts of $1.9 in 2012 and $2.4 in 2011		120.6			158.8
Inventories		187.2			207.2
Deferred income taxes, net		7.2			7.2
Other		10.4			12.3
Total current assets		509.0			515.8
Property, plant and equipment, net		599.2			573.4
Intangible assets, net		58.4			57.5
Other		63.7			58.8
Total assets	$	1,230.3		$	1,205.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	155.5		$	156.0
Accounts payable		61.2			86.8
Accrued expenses		67.0			59.2
Accrued salaries and wages		13.4			17.3
Income taxes payable		5.4			6.6
Accrued interest		2.9			0.9
Total current liabilities		305.4			326.8
Long-term debt, net of current portion		326.2			326.7
Deferred income taxes, net		72.9			70.7
Other noncurrent liabilities		36.2			34.7
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		39.4			37.4
Treasury stock, at cost — 2,296,689 shares at March 31, 2012 and 2,344,060 shares at December 31, 2011		(4.4	)		(4.5	)
Retained earnings		395.8			372.5
Accumulated other comprehensive income		58.4			40.8
Total stockholders' equity		489.6			446.6
Total liabilities and stockholders' equity	$	1,230.3		$	1,205.5

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

2

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended
	March 31,
	2012		2011
Sales	$	315.3	$	390.6
Shipping and handling cost		93.5		114.7
Product cost		139.0		168.3
Gross profit		82.8		107.6
Selling, general and administrative expenses		21.4		23.0
Operating earnings		61.4		84.6
Other expense:
Interest expense		5.0		5.7
Other, net		1.6		0.6
Earnings before income taxes		54.8		78.3
Income tax expense		14.9		21.8
Net earnings	$	39.9	$	56.5
Basic net earnings per common share	$	1.19	$	1.69
Diluted net earnings per common share	$	1.19	$	1.69
Weighted-average common shares outstanding (in thousands):
Basic		33,035		32,835
Diluted		33,058		32,866
Cash dividends per share	$	0.495	$	0.45

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

3

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in millions)

	Three Months Ended
	March 31,
	2012			2011
Net earnings	$	39.9		$	56.5
Other comprehensive income:
Unrealized gain (loss) from change in pension obligations, net of tax of $(0.0) and $0.1 in 2012 and 2011		0.2			(0.4	)
Unrealized gain (loss) on cash flow hedges, net of tax of $0.1 and $(0.9) in 2012 and 2011		(0.1	)		1.5
Cumulative translation adjustment		17.5			11.9
Comprehensive income	$	57.5		$	69.5

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

4

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the three months ended March 31, 2012

(Unaudited, in millions)

												Accumulated
			Additional									Other
	Common		Paid-In			Treasury			Retained			Comprehensive
	Stock		Capital			Stock			Earnings			Income		Total
Balance, December 31, 2011	$	0.4	$	37.4		$	(4.5	)	$	372.5		$	40.8	$	446.6
Dividends on common stock										(16.6	)				(16.6	)
Shares issued for restricted stock units				(0.1	)		0.1								-
Stock options exercised				0.1											0.1
Income tax benefits from equity awards				0.3											0.3
Stock-based compensation				1.7											1.7
Comprehensive income										39.9			17.6		57.5
Balance, March 31, 2012	$	0.4	$	39.4		$	(4.4	)	$	395.8		$	58.4	$	489.6

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

5

COMPASS MINERALS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

	Three Months Ended
	March 31,
	2012			2011
Cash flows from operating activities:
Net earnings	$	39.9		$	56.5
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization		15.7			16.4
Finance fee amortization		0.4			0.4
Stock-based compensation		1.7			1.7
Deferred income taxes		0.3			3.3
Other, net		0.4			0.3
Insurance advances for operating purposes, Goderich tornado		19.1			-
Changes in operating assets and liabilities, net of acquisition:
Receivables		41.0			64.6
Inventories		22.1			79.0
Other assets		(1.2	)		5.5
Accounts payable and accrued expenses		(42.8	)		(56.8	)
Other liabilities		0.3			(0.1	)
Net cash provided by operating activities		96.9			170.8
Cash flows from investing activities:
Capital expenditures		(30.0	)		(16.7	)
Acquistion of a business, net		-			(56.8	)
Other, net		(0.3	)		1.1
Net cash used in investing activities		(30.3	)		(72.4	)
Cash flows from financing activities:
Principal payments on long-term debt		(1.0	)		(1.1	)
Dividends paid		(16.6	)		(15.1	)
Proceeds received from stock option exercises		0.1			1.1
Excess tax benefits from equity compensation awards		0.3			1.1
Net cash used in financing activities		(17.2	)		(14.0	)
Effect of exchange rate changes on cash and cash equivalents		3.9			2.1
Net change in cash and cash equivalents		53.3			86.5
Cash and cash equivalents, beginning of the year		130.3			91.1
Cash and cash equivalents, end of period	$	183.6		$	177.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	2.8		$	3.4
Income taxes paid, net of refunds	$	15.9		$	18.8
In connection with the acquisition of Big Quill Resources, Inc. in January 2011, 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.

6

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, 2011 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 December 2011, the FASB issued guidance which requires an entity to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. The update is effective for annual reporting periods beginning on or after January 1, 2013 and retrospective disclosure is required for all comparative periods presented. The adoption of this standard will not have a significant impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance related to fair value measurements and disclosures in the consolidated financial statements.  This guidance conforms the wording which describes many of the requirements in U.S. GAAP to International Financial Reporting Standards to ensure the related standards are consistently applied.  The guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is effective during interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. The adoption of this standard did not materially expand the Company’s consolidated financial statement footnote disclosures.

2. Goderich Tornado:

On August 21, 2011, a tornado struck the Company’s salt mine and its salt mechanical evaporation plant, both located in Goderich, Ontario.  There was no damage to the underground operations at the mine.  However, some of the mine’s surface structures and the evaporation plant incurred significant damage which temporarily ceased production at both facilities.  The Company resumed production and shipping activities, on a reduced basis, at the Goderich mine in early September 2011 and regained full hoisting capability in April 2012.  The evaporation plant resumed limited activities in late September 2011 and reached full capacity by the end of the first quarter of 2012.

The Company maintains comprehensive property and casualty insurance, including business interruption, which is expected to provide substantial coverage for the losses that have and will occur at these facilities related to the tornado. The Company made an estimate of the impairment of its property, plant and equipment pertaining to the impacted areas at both of the Goderich facilities.  The Company may need to record additional impairment charges as more information becomes available.  In addition, the Company has incurred clean-up costs related to the storm. The Company expects to be fully reimbursed by its insurers for the replacement and repair costs for its property, plant and equipment and associated clean-up costs incurred.

7

For the quarter ended March 31, 2012, the impairment and clean-up and restoration costs incurred and insurance recoveries recognized in the consolidated statements of operations are as follows (in millions):

	For the Quarter  Ended
	March 31, 2012
Product cost:
Property, plant and equipment impairment charges	$	-
Site clean-up and restoration costs		5.9
Estimated insurance recoveries recognized		(5.9	)
Net impact on product cost excluding business interruption	$	-

The Company received approximately $25.0 million of insurance advances in the first quarter of 2012.  The Company recorded approximately $5.9 million of insurance advances as a reduction to salt product cost in the consolidated statements of operations and the remaining balance of approximately $19.1 million as deferred revenue in accrued expenses in the consolidated balance sheets as of March 31, 2012.  The Company has classified the $19.1 million of insurance advances in its operating section of the consolidated statements of cash flows in the first quarter of 2012.  In total, the Company has received $50 million of insurance advances since the tornado occurred and recorded approximately $29.6 million of deferred revenue in accrued expenses in its consolidated balance sheets as of March 31, 2012. The remaining $20.4 million of total insurance advances received has been recorded as a reduction to salt product costs in the consolidated statements of operations in 2011 and 2012 to offset recognized impairment charges and site clean-up and restoration costs.  The actual insurance recoveries related to the replacement cost of property, plant and equipment are expected to exceed the net book value of the damaged property, plant and equipment and the related impairment charges of $4.8 million which was recorded in 2011. However, U.S. GAAP limits the recognition of insurance recoveries in the consolidated financial statements to the amount of recognized losses, provided the Company believes the recoveries are probable. Any gains related to the replacement of property, plant and equipment from insurance recoveries will be recorded in product cost in the consolidated statements of operations when all contingencies relating to the insurance claim have been resolved.

The Company expects to have a substantial business interruption claim to offset lost profits and to offset certain additional expenses incurred related to the ongoing operations.  In the first quarter of 2012, the Company has identified approximately $14 million of estimated losses that it believes qualify as recoverable business interruption losses for a total of approximately $30 million of identified estimated losses since the tornado occurred. The amount of actual business interruption recoveries may differ materially from the Company’s current and future estimates.  The Company believes the impact of estimated lost sales, lost production and additional expenses that will be incurred related to the tornado will be substantially covered by the Company’s insurance policies.  Any insurance recoveries related to business interruption will be recognized as a reduction to product cost in the consolidated statements of operations when the insurance claim has been settled.  The Company has not recognized any reduction to product cost from insurance recoveries related to estimated business interruption losses.

3.  Inventories:

Inventories consist of the following (in millions):

	March 31,		December 31,
	2012		2011
Finished goods	$	144.6	$	169.4
Raw materials and supplies		42.6		37.8
Total inventories	$	187.2	$	207.2

8

4.  Property, Plant and Equipment, Net:

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

	March 31,			December 31,
	2012			2011
Land, buildings and structures and leasehold improvements	$	282.5		$	275.9
Machinery and equipment		563.9			541.8
Office furniture and equipment		21.6			21.3
Mineral interests		177.4			174.4
Construction in progress		93.0			68.8
		1,138.4			1,082.2
Less accumulated depreciation and depletion		(539.2	)		(508.8	)
Property, plant and equipment, net	$	599.2		$	573.4

5.  Goodwill and Intangible Assets, Net:

In January 2011, the Company acquired the stock of Big Quill Resources, Inc. (“Big Quill Resources”), Canada’s leading producer of SOP, in an all-cash transaction for $58.1 million. Big Quill Resources produces high-purity SOP through a facility located on Big Quill Lake in Saskatchewan, Canada.  The acquisition was accounted for as a business combination in accordance with U.S. GAAP.  The Company engaged an independent third-party expert to assist in the valuations utilized for the purchase price allocation.  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 potassium chloride (“MOP” or “KCl”) as a raw material used in the SOP manufacturing process through a long-term supply agreement.

In addition to the Big Quill Resources supply agreement, intangible assets consist of purchased rights to produce SOP, water rights, a tradename and customer relationships.  The supply agreement, SOP production rights and customer relationships are being amortized over 50 years, 25 years and 7-10 years, respectively.  The water rights and tradename have an indefinite life and have a value of $5.2 million and $0.7 million, respectively.  None of the intangible assets with finite lives have a residual value.  Aggregate amortization expense was $0.5 million for both the three months ended March 31, 2012 and 2011.

6.  Income Taxes:

Income tax expense for the first quarter of 2012 was $14.9 million, a decrease of $6.9 million compared to $21.8 million for the first quarter of 2011.  The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, domestic manufacturing deductions, and interest expense recognition differences for book and tax purposes.

At March 31, 2012 and December 31, 2011, the Company had approximately $6.1 million and $5.8 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, 2012 and December 31, 2011, the Company’s valuation allowance was $1.4 million and $1.5 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.

Canadian tax authorities have issued tax reassessments for years 2002-2006 which are under audit, totaling approximately $59.7 million, including interest through March 2012, challenging tax positions claimed by one of the Company’s Canadian subsidiaries. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute.  There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts reserved for such disputes by the Company.  In connection with this dispute, local regulations require us to post security with the tax authority until the dispute is resolved.  The Company and the tax authority have agreed that the Company would post collateral in the form of a $34.9 million performance bond and make cash payments of approximately $24.8 million.  Of these cash payments, the Company has paid $17.2 million and it has agreed to pay an additional $3.4 million in 2012 with the remaining balance to be paid after 2012.  The Company will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by the Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.

9

In addition, the Company has recently been notified by a Canadian taxing authority that the authority intends to reassess the Company for periods which have already been settled by agreement between the Company, the Canadian taxing authority and the U.S. taxing authorities.  We have fully complied with the agreement since entering into it and we believe this threatened action is highly unusual.  We intend to seek to enforce the contract which provided the basis upon which our tax returns were previously filed and settled, should that be necessary. It is not possible to reasonably estimate the exposure at this time. However, we currently expect the outcome of this matter will not have a material impact on our results of operations or financial condition.

7.  Long-term Debt:

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

	March 31,			December 31,
	2012			2011
Term Loan due December 2012	$	98.0		$	98.3
Incremental Term Loan due December 2012		55.2			55.3
Extended Term Loan due January 2016		230.5			231.1
Revolving Credit Facility due October 2015		-			-
8% Senior Notes due June 2019		98.0			98.0
		481.7			482.7
Less current portion		(155.5	)		(156.0	)
Long-term debt	$	326.2		$	326.7

The Term Loan and Incremental Term Loan are secured by substantially all existing and future assets of the Company’s subsidiaries.

8.  U.K. Pension Plan:

The components of net periodic benefit cost related to its U.K. defined benefit pension plan for the three months ended March 31, 2012 and 2011 are as follows (in millions):

	Three Months Ended
	March 31,
	2012			2011
Interest cost on projected benefit obligation	$	0.7		$	1.0
Expected return on plan assets		(0.7	)		(0.9	)
Net amortization		0.2			0.5
Net pension expense	$	0.2		$	0.6

During the first quarter of 2012, the Company made $0.8 million of contributions to its U.K. defined benefit 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.”

10

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 Resources have been included in the Company’s specialty fertilizer segment from the date of the acquisition in January 2011.  Segment information is as follows (in millions):

	Three Months Ended March 31, 2012
			Specialty		Corporate
	Salt		Fertilizer		and Other (a)			Total
Sales to external customers	$	254.3	$	58.5	$	2.5		$	315.3
Intersegment sales		0.2		0.4		(0.6	)		-
Shipping and handling cost		86.0		7.5		-			93.5
Operating earnings (loss)		52.4		20.7		(11.7	)		61.4
Depreciation, depletion and amortization		9.6		5.2		0.9			15.7
Total assets		754.6		399.6		76.1			1,230.3

	Three Months Ended March 31, 2011
			Specialty		Corporate
	Salt		Fertilizer		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

 (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 12, 2012, the Company granted 89,151 stock options, 39,457 restricted stock units (“RSUs”) and 23,553 performance stock units (“PSUs”) to certain employees under its 2005 Incentive Award Plan.  The Company’s closing stock price on the grant date of $71.69 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 2012 grant is calculated based upon a one-year performance period beginning in 2012 and ending in 2014, 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.

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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 2012 is included in the table below. The weighted-average grant date fair value of these options was $22.92.

	Range
Fair value of options granted	$21.85 - $23.33
Exercise price	$71.69
Expected term (years)	3 - 6
Expected volatility	44.4% - 47.9%
Dividend yield	2.5%
Risk-free rate of return	0.7% - 1.1%

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 2012 is $74.49 per unit.

During the three months ended March 31, 2012, the Company reissued 4,636 shares of treasury stock related to the exercise of stock options, 42,439 shares related to the release of RSUs which vested and 296 shares related to a stock payment.  The Company recorded additional tax benefits of $0.3 million from its equity compensation awards as additional paid-in capital during the first quarter of 2012. During the three months ended March 31, 2012 and 2011, the Company recorded $1.7 million of compensation expense in each period 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, 2012.

	Stock Options					RSUs					PSUs(a)
				Weighted-average					Weighted-average				Weighted-average
	Number			exercise price		Number			fair value		Number		fair value
Outstanding at December 31, 2011		520,530		$	57.94		109,264		$	73.35		25,398	$	91.99
Granted		89,151			71.69		39,457			71.69		23,553		74.49
Exercised (b)		(4,636	)		26.17		-			-		-		-
Released from restriction (b)		-			-		(42,439	)		58.99		-		-
Cancelled/Expired		-			-		-			-		-		-
Outstanding at March 31, 2012		605,045		$	60.21		106,282		$	76.47		48,951	$	83.57

(a) PSUs are initially included in the table at the 100% attainment level at their grant date and at that level represent one share per unit.  The number of shares that will be ultimately issued are based upon the PSUs earned.  The 2010 PSU grant has earned 103% of its target through the first two performance periods.  The 2011 PSU grant earned 0% in its first performance period.  PSUs may earn between 0% and 150% in each performance period.

(b) 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 loss on natural gas 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, 2012 are as follows (in millions):

	Balance						Balance
	December 31,			2012			March 31,
	2011			Change			2012
Unrealized gain (loss) on net pension obligations	$	(5.3	)	$	0.2		$	(5.1	)
Unrealized loss on cash flow hedges		(3.4	)		(0.1	)		(3.5	)
Cumulative foreign currency translation adjustment		49.5			17.5			67.0
Accumulated other comprehensive income	$	40.8		$	17.6		$	58.4

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.

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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 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, 2012, 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, 2012 and December 31, 2011 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, 2012, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through September 2014.  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, 2012 and December 31, 2011, the Company had agreements in place to hedge forecasted natural gas purchases of 2.3 and 2.9 million MMBtus, respectively.

As of March 31, 2012, the Company expects to reclassify from accumulated other comprehensive income to earnings during the next twelve months approximately $4.8 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, 2012 and December 31, 2011 (in millions):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	March 31,  2012		Balance Sheet Location	March 31,  2012
Commodity contracts(b)	Other current assets	$	0.2	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.2		$	5.9

(a) As of March 31, 2012, the Company has commodity hedge agreements with three 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 one counterparty.

(b) The Company has master netting agreements with its counterparties and accordingly has netted approximately $0.2 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, 2011		Balance Sheet Location	December 31, 2011
Commodity contracts(b)	Other current assets	$	0.3	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.3		$	5.9

(a) The Company has commodity hedge agreements with three counterparties.  All of the amounts recorded as liabilities for the Company’s commodity contracts are payable almost entirely 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 in its consolidated balance sheets approximately $0.3 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, 2012 and 2011 (in millions):

		Three Months Ended March 31, 2012
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)
Commodity contracts	Product cost	$	2.1	$	(2.0	)
Total		$	2.1	$	(2.0	)

		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	Product cost		0.1		(1.9	)
Total		$	0.1	$	(2.5	)

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.

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.

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13.  Fair Value Measurements:

As required, the Company’s financial instruments are measured and reported at their estimated fair value on a recurring basis.  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 on a recurring basis.  The Company has utilized derivative instruments to manage its risk of changes in natural gas prices.  The fair value of the natural gas derivative instruments are determined using market data of forward prices for all of the Company’s contracts.  The estimated fair values for each type of instrument which are measured on a recurring basis are presented below (in millions).

	March 31, 2012			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.8		$	6.8		$	-		$	-
Total Assets	$	6.8		$	6.8		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.8	)	$	(6.8	)	$	-		$	-
Derivatives – natural gas instruments		(5.6	)		-			(5.6	)		-
Total Liabilities	$	(12.4	)	$	(6.8	)	$	(5.6	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

	December 31, 2011			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.3		$	6.3		$	-		$	-
Total Assets	$	6.3		$	6.3		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.3	)	$	(6.3	)	$	-		$	-
Derivatives – natural gas instruments		(5.5	)		-			(5.5	)		-
Total Liabilities	$	(11.8	)	$	(6.3	)	$	(5.5	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% 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 $6.8 million and $6.3 million as of March 31, 2012 and December 31, 2011, respectively, are stated at fair value based on quoted market prices.  As of March 31 2012, the estimated fair value of the fixed-rate 8% Senior Notes, based on available trading information, totaled $108.4 million (level 2) compared with the aggregate principal amount at maturity of $100 million. The fair value at March 31, 2012 of amounts outstanding under the Credit Agreement, based upon available bid information received from the Company’s lender, totaled approximately $374.2 million (level 2) compared with the aggregate principal amount at maturity of $383.7 million.

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,
	2012			2011
Numerator:
Net earnings	$	39.9		$	56.5
Less: net earnings allocated to participating securities (a)		(0.5	)		(1.0	)
Net earnings available to common shareholders	$	39.4		$	55.5
Denominator (in thousands):
Weighted-average common shares outstanding,shares for basic earnings per share		33,035			32,835
Weighted-average stock options outstanding (b)		23			31
Shares for diluted earnings per share		33,058			32,866
Net earnings per common share, basic	$	1.19		$	1.69
Net earnings per common share, diluted	$	1.19		$	1.69

(a) Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 430,000 and 556,000 for the three months ended 2012 and 2011, 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 743,000 and 722,000 weighted-awards outstanding for the three months ended 2012 and 2011, 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; losses for acts of nature which may not  be fully reimbursable through our insurance carriers; the timing of any insurance reimbursements may not correspond to the period in which the loss was incurred; governmental policies affecting the agricultural industry, consumer and industrial industry or highway maintenance programs in localities where 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, 2012, 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

In August 2011, a tornado struck our Goderich salt mine and salt mechanical evaporation plant.  As a result, some of the mine’s surface structures and the evaporation plant incurred significant damage which temporarily ceased production at both facilities. We resumed production and shipping activities, on a reduced basis, at the Goderich mine in early September and resumed limited activities at the evaporation plant in late September.  In the last half of 2011, we recorded approximately $4.8 million for the impairment of our property, plant and equipment at the facilities. However, we may need to record additional impairment charges as more information becomes available.  In addition, we have incurred clean-up and restoration costs related to the tornado. We expect to be fully reimbursed by our insurers for the replacement and repair costs for our property, plant and equipment and associated clean-up costs incurred.  In 2011, we recognized in the consolidated statements of operations the asset impairment charges and clean-up costs incurred of $14.5 million offset by the expected insurance recoveries of $14.5 million. In the first quarter of 2012, we recorded an additional $5.9 million of clean-up costs which were offset by $5.9 million of expected insurance recoveries in the consolidated statements of operations.  We incurred approximately $9 million of capital expenditures during the first quarter of 2012 to replace damaged or destroyed property, plant and equipment from the tornado bringing total capital expenditures for replacement property, plant and equipment to $26 million.  We estimate we will spend another

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approximately $35 million primarily during the remainder of 2012 to complete the replacement of all property, plant and equipment impacted by the tornado.  Capital expenditures to replace damaged property, plant and equipment will result in an increase in depreciation expense in future years.  We also expect to have a substantial business interruption claim to offset the lost profits and to offset certain additional expenses incurred related to the ongoing operations. Since the tornado occurred, we have identified approximately $30 million ($16 million in 2011 and $14 million in the first quarter of 2012) of estimated losses that we believe qualify as recoverable business interruption losses. However, we may not have been able to estimate the full amount of losses incurred since the tornado occurred. The amount of actual business interruption recoveries may differ materially from the Company’s current and future estimates.  We expect to incur significant costs and other losses associated with the tornado (which we intend to seek recovery from a business interruption insurance claim) through at least the fourth quarter of 2012.  These costs and losses are largely related to higher per-unit costs to produce inventory and to purchase finished goods inventories and are expected to continue into the 2012-2013 winter season when the inventories are likely sold to serve contracted business.  We also experienced other incremental losses and costs due to the tornado related to our ongoing business.  We believe the impact from lost sales, lost production and additional expenses we will incur will be substantially covered by our insurance policies.  Any business interruption insurance recoveries will be recognized in “product cost” in the consolidated statements of operations when the insurance claim has been settled.

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 for the upcoming winter and earnings are typically lower than the first and fourth quarters.  In the first quarter of 2012, winter weather was significantly milder than average and unfavorably impacted our sales and operating earnings.  In the first quarter of 2011, the frequency of winter weather was higher than long-term averages, yet inventory constraints limited our ability to capitalize on more-severe-than-average weather in some of the regions we serve.  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.  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.

Our sulfate of potash (“SOP”) product is used in the production of specialty fertilizers for high-value crops and turf. Our domestic sales of SOP are concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients, such as SOP.  Consequently, weather patterns and field conditions in these locations can impact the amount of specialty fertilizer sales volumes.  Additionally, the demand for and market price of SOP is affected by the broader potash 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 are generally lower when potassium chloride chloride (“MOP” or “KCl”) is used as a potassium nutrient, rather than SOP. Market prices for MOP 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 MOP market pricing, and the resulting average price of our SOP has fluctuated dramatically in recent years.  We expect SOP pricing to retain a premium to MOP although as MOP pricing increases, the size of the premium tends to decrease.

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 2012 have increased when compared to those experienced in the first quarter of 2011 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, which can be used to make a portion of our deicing and water conditioning products, as well as a small portion of our sulfate of potash fertilizer, are also significant.  The Company’s production workforce is typically represented by labor unions with multi-year collective bargaining agreements.  We had lower salt production in 2010 at both our Cote Blanche and Goderich mines and certain consumer and industrial salt plants. The 2010 lower production resulted in significantly higher per-unit salt production costs, especially for mined rock salt, when compared to our historical costs, a portion of which remained in inventory at the end of 2010.  This inventory was sold during the first quarter of 2011 as part of the Company’s normal seasonal inventory changes, which resulted in higher per-unit costs in the first quarter of 2011.  However, this trend began to reverse in the second and third quarters of 2011 as the sale of 2011 production, at more-historically typical per-unit costs, were lower than the prior year elevated unit cost levels.  (See discussion above for expected trends in costs due to the effects of the Goderich tornado.) Our energy costs result from the consumption of

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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.  We continued to purchase KCl for certain water conditioning and consumer deicing applications at higher prices, which has increased 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.  Our production methods at that site use the purchased KCl to create high-purity SOP.

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 Resources have been included in our specialty fertilizer segment results from the date of acquisition in January 2011. The results of operations of the records management business, include sales of $2.5 million and $2.8 million for the three months ended March 31, 2012 and March 31, 2011, 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.

	Three Months Ended
	March 31,
	2012		2011
Salt Sales (in millions)
Salt sales	$	254.3	$	332.4
Less: salt shipping and handling		86.0		106.9
Salt product sales	$	168.3	$	225.5
Salt Sales Volumes (thousands of tons)
Highway deicing		3,104		4,278
Consumer and industrial		506		584
Total tons sold		3,610		4,862
Average Salt Sales Price (per ton)
Highway deicing	$	58.32	$	56.49
Consumer and industrial		144.82		155.39
Combined		70.44		68.36
Specialty Fertilizer ("SOP") Sales (in millions)
SOP sales	$	58.5	$	55.4
Less: SOP shipping and handling		7.5		7.8
SOP product sales	$	51.0	$	47.6
SOP Sales Volumes (thousands of tons)		96		95
SOP Average Price (per ton)	$	613	$	583

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

Sales

Sales for the first quarter of 2012 of $315.3 million decreased $75.3 million, or 19% compared to $390.6 million for the same quarter of 2011. 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 $93.5 million during the first quarter of 2012, a decrease of $21.2 million or 18% compared to $114.7 million for the same quarter of 2011.  The decrease in shipping and handling costs is primarily due to lower salt sales volumes in the first quarter of 2012 when compared to same period of 2011.  Fuel costs were higher in 2012 when compared with 2011 and unfavorably impacted shipping and handling costs.

Product sales for the first quarter of 2012 of $219.3 million decreased $53.8 million, or 20% compared to $273.1 million for the same period in 2011 principally reflecting lower product sales in the salt segment and higher product sales for our specialty fertilizer segment.

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Salt product sales for the first quarter of 2012 of $168.3 million decreased $57.2 million, or 25% compared to $225.5 million for the same period in 2011.  The decrease in the first quarter of 2012 was due primarily to lower salt segment sales volumes, which contributed approximately $56 million to the reduced salt product sales.  Salt sales volumes in 2012 decreased by 1,252,000 tons from 2011 levels consisting of lower highway sales volumes principally due to lower sales of rock salt and specialty deicing products and lower consumer and industrial volumes from consumer deicing products.  The decrease in volumes were due to the significantly milder than average weather in the first quarter of 2012 in the markets we serve.  In the first quarter of 2011, the impact on our salt sales due to winter weather was estimated by the Company to be near average.  In the first quarter of 2012, price improvements for our highway business were partially offset by lower average selling prices for our consumer and industrial business due to product mix.  In addition, the strengthening of the U.S. dollar in the first quarter of 2012 when compared to the prior year exchange rate for the Canadian dollar, unfavorably impacted product sales by approximately $1 million.

SOP product sales during the first quarter of 2012 of $51.0 million increased $3.4 million, or 7% compared to $47.6 million for the same period in 2011.  This increase was due to an increase in our average market price to $613 per ton in the first quarter of 2012 compared to $583 per ton in the first quarter of 2011.  In addition, slightly higher sales volumes contributed to the increase in SOP product sales.

Gross Profit

Gross profit for the first quarter of 2012 of $82.8 million decreased $24.8 million or 23% compared to $107.6 million in 2011.  As a percent of sales, gross margin decreased by two percentage points, from 28% in the first quarter of 2011 to 26% in the first quarter of 2012.  The gross profit for the salt segment contributed approximately $26 million to the decline in gross profit due to lower salt deicing volumes and the impact of higher average per-unit salt product costs in the first quarter of 2012 as a result of the effects of a tornado which struck our salt mine and salt mechanical evaporation plant, both located in Goderich, Ontario in August 2011. The reduction in gross profit was offset by improved per-unit costs, excluding the estimated effects of the tornado, due to improved operating efficiencies primarily at our North American salt mining operations.  The first quarter of 2011 was also unfavorably impacted by higher costs, when inventory with higher-than typical production costs in 2010, was sold in the first quarter of 2011. However, as a result of the tornado, we have identified approximately $14 million of estimated losses incurred in the first quarter of 2012 that we believe qualify as recoverable business interruption losses.  Any insurance recoveries related to business interruption will be recognized in “product cost” in the consolidated statements of operations when the insurance claim has been settled.  Also during the first quarter of 2012, we recorded $5.9 million of clean-up and restoration costs which were offset by $5.9 million of expected insurance recoveries. Partially offsetting these declines, the specialty fertilizer segment gross profit increased by approximately $1 million in the first quarter of 2012 principally due to higher market prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2012 of $21.4 million decreased $1.6 million, or 7% compared to $23.0 million for the same period in 2011. The decrease in expense is primarily due to lower variable compensation expense in the first quarter of 2012 partially offset by higher professional services costs when compared to the same period in 2011.

Interest Expense

Interest expense for the first quarter of 2012 of $5.0 million decreased $0.7 million compared to $5.7 million for the same period in 2011. This decrease is primarily due to the expiration of our interest rate swap agreements which fixed interest rates in the first quarter of 2011 higher than current year market interest rates.

Other expense, net

Other expense of $1.6 million for the first quarter of 2012 increased $1.0 million when compared to income of $0.6 million in the first quarter of 2011.  Net foreign exchange losses increased by $1.4 million in 2012 when compared to 2011.

Income Tax Expense

Income tax expense for the three months ended March 31, 2012 was $14.9 million, a decrease of $6.9 million compared to $21.8 million for the same quarter of 2011 primarily due to lower pre-tax income in 2012 when compared to 2011.  Our effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, domestic manufacturing deductions, and interest expense recognition differences for book and tax purposes.

Liquidity and Capital Resources

Historically, we have used cash generated from operations to meet our working capital needs, to fund capital expenditures, to pay dividends and to repay our debt. Principally due to the nature of our deicing business, our cash flows from operations are seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year.  When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we

20

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 $183.6 million as of March 31, 2012 increased $53.3 million over December 31, 2011 resulting principally from operating cash flows of $96.9 million generated in the first quarter of 2012.  We used a portion of those cash flows to fund capital expenditures of $30.0 million and to pay dividends on our common stock of $16.6 million.

As of March 31, 2012, we had $481.7 million of principal indebtedness consisting of $98.0 million 8% Senior Notes ($100 million at maturity) due 2019 and $383.7 million of borrowings outstanding under our Credit Agreement.  No amounts were borrowed under our Revolving Credit Facility as of March 31, 2012. We had $9.3 million of outstanding letters of credit as of March 31, 2012 which reduced our borrowing availability to $115.7 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% 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, 2012, 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.

We have been able to manage our cash flows generated and used across the Company to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S.  The amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries.  The profits generated by our domestic and foreign subsidiaries are, to some extent, impacted by the values charged on the transfer of our products between them.  We calculate values charged on transfers based on guidelines established by the multi-national organization which publishes accepted tax guidelines recognized in all of the jurisdictions in which we operate, and those calculated values are the basis upon which our subsidiary income taxes, profits and cash flows are realized.  Some of our calculated values have been approved by taxing authorities for certain periods while the values for those same periods or different periods have been challenged by the same or other taxing authorities.  While we believe our calculations are proper and consistent with the accepted guidelines, we can make no assurance that the final resolution of these matters with all of the relevant taxing authorities will be consistent with our existing calculations and resulting financial statements.  Additionally, the timing for settling these challenges may not occur for many years.  We currently expect the outcome of these matters will not have a material impact on our results of operations.  However, it is possible the resolution could impact the amount of earnings attributable to our domestic and foreign subsidiaries, which could impact the amount of permanently reinvested earnings and the tax-efficient access to consolidated cash on hand in all jurisdictions and future cash flows from operations.

Canadian tax authorities have issued tax reassessments for years 2002-2006 which are under audit, totaling approximately $59.7 million, including interest through March 2012 challenging tax positions claimed by one of the Company’s Canadian subsidiaries. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute.  There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts reserved for such disputes by the Company.  In connection with this dispute, local regulations require us to post security with the tax authority until the dispute is resolved.  The Company and the tax authority have agreed that the Company would post collateral in the form of a $34.9 million performance bond and make cash payments of approximately $24.8 million.  Of these cash payments, the Company has paid $17.2 million and it has agreed to pay an additional $3.4 million in 2012 with the remaining balance to be paid after 2012.  The Company will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by the Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.

In August 2011, a tornado struck our salt mine and salt mechanical evaporation plant in Goderich, causing extensive damage to our property, plant and equipment; significant clean up costs; and interference with our operations.  Losses caused by the tornado have affected our 2011 and 2012 consolidated financial statements and liquidity and will continue to impact our 2012 consolidated financial statements through at least the fourth quarter of 2012.  While we expect to be reimbursed for these losses by our insurance carriers, there can be no assurance that all losses will be fully or even substantially reimbursed.  In addition, we may not have been able to estimate the full amount of losses caused by the tornado.  In the first

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quarter of 2012, we recognized $5.9 million of clean-up and restoration costs in our consolidated statements of operations.  This was offset by $5.9 million recognized for expected insurance recoveries.  In addition, we estimate business interruption losses of approximately $14 million in the first quarter of 2012, and we had approximately $9 million of capital expenditures due to the tornado. Business interruption losses and capital expenditures to replace or repair assets reduce cash flows available for other operating needs of our business.  The amount of actual business interruption recoveries may differ materially from the Company’s current and future estimates and the ultimate collection and timing of any insurance recoveries could materially impact our short-term or long-term financial position and liquidity. We received approximately $25.0 million of insurance advances in the first quarter of 2012.  The Company recorded approximately $5.9 million of insurance advances as a reduction to salt product cost in the consolidated statements of operations and the remaining balance of approximately $19.1 million as deferred revenue in accrued expenses in the consolidated balance sheets as of March 31, 2012.  In total, the Company has received $50 million of insurance advances since the tornado and recorded approximately $29.6 million of deferred revenue in accrued expenses in its consolidated balance sheets as of March 31, 2012. The remaining $20.4 million of total insurance advances received has been recorded as a reduction to salt product costs in the consolidated statements of operations in 2011 and 2012 to offset recognized impairment charges and site clean-up and restoration costs.

For the Three Months Ended March 31, 2012 and 2011

Net cash flows provided by operating activities for the three months ended March 31, 2012 were $96.9 million, a decrease of $73.9 million compared to $170.8 million for the first quarter of 2011. We had a reduction in working capital items of $19.1 million in the first quarter of 2012 compared to a reduction of $92.3 million in the first quarter 2011. These reductions provided a portion of our cash flows from operations, and 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 $30.3 million and $72.4 million for the three months ended March 31, 2012 and 2011, respectively, resulted from capital expenditures of $30.0 million and $16.7 million, respectively.  Our capital expenditures in 2012 include capital expenditures for activities to support the SOP evaporation plant expansion and yield improvement projects at the Great Salt Lake and approximately $9 million for the replacement of assets damaged or destroyed by the tornado.  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 first quarter of 2012 used $17.2 million of cash flows, primarily to make $16.6 million of dividend payments and $1.0 million of debt payments.  During the first quarter of 2011, we 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.

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).

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	Three Months Ended March 31,
	2012		2011
Net earnings	$	39.9	$	56.5
Interest expense		5.0		5.7
Income tax expense		14.9		21.8
Depreciation, depletion and amortization		15.7		16.4
EBITDA		75.5		100.4
Other non-operating expenses:
Other expense, net		1.6		0.6
Adjusted EBITDA	$	77.1	$	101.0

We estimate business interruption losses of approximately $14 million which have been included in the consolidated statements of operations in the first quarter of 2012. Also, our operating earnings were unfavorably impacted in the first quarter of 2012 by significantly milder than average winter weather in the markets we serve.  In the first quarter of 2011, we estimate that there was no significant impact on our sales or operating earnings from winter weather.

Recent Accounting Pronouncements

In December 2011, the FASB issued guidance which requires an entity to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. The update is effective for annual reporting periods beginning on or after January 1, 2013 and retrospective disclosure is required for all comparative periods presented. The adoption of this standard will not have a significant impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance related to fair value measurements and disclosures in the consolidated financial statements.  This guidance conforms the wording which describes many of the requirements in U.S. GAAP to International Financial Reporting Standards to ensure the related standards are consistently applied.  The guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is effective during interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. The adoption of this standard did not materially expand the Company’s consolidated financial statement footnote disclosures.

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.

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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, 2011.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2012 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 2012 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, 2011.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

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

Item 5. Other Information

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.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
10.1*	Current Form of Three-Year Performance Stock Unit Award Agreement
10.2*	Summary of Non-Employee Director Compensation Program
10.3*	Compass Minerals International, Inc. Current Form of Independent Director Deferred Stock Award Agreement
10.4*	Current Form of Non-Qualified Stock Option Award Agreement
10.5*	Current Form of Change in Control Severance Agreement
10.6*	Summary of Executive Cash 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
95*	Mine Safety Disclosures
101**	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv) consolidated statement of stockholders’ equity, (v) consolidated statements of cash flows, and (vi) the notes to the consolidated financial statements)

*  Filed herewith

**  Furnished herewith

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SIGNATURES

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

	COMPASS MINERALS INTERNATIONAL, INC.
Date: April 27, 2012	/s/ ANGELO C. BRISIMITZAKIS
	Angelo C. Brisimitzakis
	President and Chief Executive Officer
Date: April 27, 2012	/s/ RODNEY L. UNDERDOWN
	Rodney L. Underdown
	Vice President and Chief Financial Officer

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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 #1	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 #2	Benchmark Ranking	Percentage of Performance Stock Units Earned
3	[_______]	FY #3	< 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

Summary of Non-Employee Director Compensation Program for 2012

Effective January 1, 2012, the following compensation program applies to non-employee directors of Compass Minerals International, Inc. (the “Company”):

1. Annual Retainer -   Each non-employee director will receive from the Company an annual retainer of $145,000 per year:

a) $60,000 of the annual retainer amount per year is the cash retainer and may be deferred into the Directors’ Deferred Compensation Plan at the election of the director; and

b) $85,000 of the annual retainer amount per year must be deferred into the Directors’ Deferred Compensation Plan until ownership levels are met, and then may be deferred or taken in shares of stock of the Company.  Deferred amounts are converted into units equivalent to the value of the Company’s common stock and accumulated deferred fees are distributed in common stock.

2. Ownership Levels -  Each non-employee member of the Board of Directors is required to obtain and to maintain ownership in Company stock (or its equivalent) equal to five times the annual cash retainer, which amount is to be achieved within five years of joining the Board.

3. Committee Service Fee -   Each non-employee director will receive from the Company an annual fee for serving on each of the following committees, as follows:

Audit Committee	$	7,500
Compensation Committee	$	5,000
Nominating/Corporate Governance Committee	$	5,000
Environmental, Health & Safety Committee	$	5,000

4. Committee Chair Fee.  Each non-employee director who serves as a committee chair for 2012 will receive from the Company the following annual fee, as follows:

Audit Committee	$	15,000
Compensation Committee	$	10,000
Nominating/Corporate Governance Committee	$	7,500
Environmental, Health & Safety Committee	$	7,500

5. Lead Independent Director.  The Lead Independent Director will be paid an annual fee in the amount of $20,000 per year.

6. Cash v. Deferral Election.  Non-employee directors may elect to receive fees paid for serving on a committee, as a committee chair, and as Lead Independent Director in cash or may elect to defer such into the Company’s Directors’ Deferred Compensation Plan.

EX-10.3

Exhibit 10.3

INDEPENDENT DIRECTOR DEFERRED STOCK AWARD AGREEMENT

Name of Independent Director: 

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of Deferred Stock to the above-referenced “Director” on April 1, 20__; July 1, 20__; October 1, 20__; and January 1, 20__ (each a “Quarterly Grant Date”) pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as amended from time to time (the “Plan”).  By accepting the Award, Director 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.

1.      Deferred Stock.  The number of shares of Deferred Stock subject to this Agreement shall be determined as of each Quarterly Grant Date and shall be equal to the ratio of (A) the aggregate value of the Director’s fees for the applicable calendar quarter to be paid in the form of Deferred Stock pursuant to Director’s election on Exhibit A attached hereto, to (B) the Fair Market Value per share of Stock as of such Quarterly Grant Date.

2.      Accounting for Deferred Stock.  The Company shall maintain a separate bookkeeping account (the “Deferred Stock Account”) to reflect the shares of Deferred Stock subject to this Agreement.  Such Deferred Stock Account shall be administered in a manner consistent with the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan.

3.      Vesting.  The Deferred Stock shall be 100% vested at all times.

4.      Payment Following Separation or Other Specified Date.  At the time Director ceases to be a member of the Board for any reason or any earlier date if elected by Director, Director shall be entitled to receive, within five (5) business days,  payment equal to the number of shares of Deferred Stock subject to this Agreement.  Such payment shall be made in whole shares of Stock (with cash for fractional shares) in either (i) a single lump sum or (ii) annual installments over a period of not less than two years nor more than ten years.  Director shall designate the time and form of payment on an election form filed with the Secretary of the Company no later than the close of Director’s taxable year immediately preceding the taxable year with respect to which this Agreement relates.

5.      Payment Following Change of Control.  Notwithstanding Section 4 or any other provision of the Agreement to the contrary, if a Change of Control of the Company occurs prior to the complete distribution of a Director’s benefit under this Agreement, then any portion of such benefit that has not theretofore been distributed shall be distributed in a single lump sum to Director (or, as applicable, his beneficiary) immediately following the Change of Control.

6.      Payment Upon Death; Beneficiary Designation.  Director shall have the right to designate a beneficiary who is to succeed to his or her right to receive payments hereunder in the event of death.  Any designated beneficiary shall receive payments in the same manner as Director if he or she had lived.  In case of a failure of designation or the death of a designated beneficiary without a designated successor, Director’s remaining benefit shall be paid in full to his or her surviving spouse (or if none, Director’s estate) within 60 days following Director’s death.  No designation of beneficiary or change in beneficiary shall be valid unless it is in writing signed by the Director and filed with the Secretary of the Company.

7.      Voting and Dividend Rights.  Director shall have no voting rights with respect to the Deferred Stock awarded hereunder.  Pursuant to Section 8.4 of the Plan, Director shall be entitled to receive Dividend Equivalents with respect to the Deferred Stock subject to this Agreement.  Such Dividend Equivalents shall be credited to the Deferred Stock Account as of  the date the Company pays any dividend (whether in cash or in kind) on shares of Stock in an amount equal to the ratio of (A) the aggregate value of the dividend that would have been payable on the Deferred Stock held by the Director immediately prior to such payment date had the shares of Stock represented by such Deferred Stock been outstanding as of such payment date to (B) the Fair Market Value per share of Stock as of such date.

8.      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 Director only by Director. 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.

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

10.    Taxes.  Director will be solely responsible for any federal, state or other taxes imposed in connection with the granting of the Deferred Stock or the delivery of shares of Stock pursuant thereto, and Director 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.

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

12.    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.

13     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 Director, 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.

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 Director 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.    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.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COMPASS MINERALS

INTERNATIONAL, INC.

By:

Name:

Date:

DIRECTOR

Date

Residence Address

EXHIBIT A TO INDEPENDENT DIRECTOR DEFERRED STOCK AWARD

Last Name	First Name	MI	Social Security Number
Mailing Address	City	State	Zip Code

Telephone Email Address

Instruction:  Elections must be made on or before December 31 of the year immediately preceding the year with respect to which the award relates.  Any person who first becomes a Director during a calendar year, and who was not a Director of the Company on the preceding December 31, may elect, no later than seven days after the Director’s term begins, to defer payment of all or a specified part of his or her fees payable for the remainder of such year.   You must complete both Parts A and B below.

SECTION 1 - DEFERRAL ELECTION

A.             Cash Retainer

I irrevocably elect to receive the following portion of my annual cash retainer in the form of Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive Award Plan:

_______% (insert 0%; 25%; 50%; 75%; or 100%)

B.             Stock Retainer

Instruction:  In connection with the minimum shareholder ownership requirements for non-employee directors, your annual stock retainer will be automatically issued in the form of Deferred Stock until your total shareholder ownership (or equivalent) equals or exceeds five times your annual cash retainer.  Once you attain the minimum shareholder ownership threshold, the automatic deferral requirement will no longer apply, beginning with the first year following the year in which the minimum threshold is achieved.

I irrevocably elect to receive the following portion of my annual stock retainer in the form of Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive Award Plan:

_______% (insert 0%; 25%; 50%; 75%; or 100%)

SECTION 2 – DISTRIBUTION  ELECTION

Instruction:  Your elections under this Section only apply to your 20__ Deferred Stock Award.   Your Deferred Stock attributable to earlier years, if any, will be paid pursuant to the terms of the Deferred Stock Award for each of those years.   You must complete both Parts A and B below.  Part A addresses the time of payment and Part B addresses the form of payment.

A.             Commencement of Distribution

Except as otherwise set forth in Section 2C, below, I irrevocably elect to receive payment of my Deferred Stock at the following time (check one):

o January 2, 20__ or, if earlier, the date I cease being a Director for any reason; or

o    The date I cease being a Director for any reason.

B.             Form of Distribution

Except as otherwise set forth in Section 2C, below, I irrevocably elect to receive distributions of my Deferred Stock benefit in accordance with the following election (check one):

 o In one lump sum (default form); or

 o In _______ (insert number) annual installments (not less than 2 or more than 10).

I understand that the first distribution will be payable as of the date set forth in Section 2A, above, and that if I elect annual installment payments I will receive an installment as of each January 1 immediately following the first distribution until my entire Deferred Stock benefit has been distributed in full.

C.             Change in Control

I understand that, notwithstanding any other provision of this form to the contrary, my entire Deferred Stock benefit will be distributed in a single lump sum immediately following the occurrence of a Change in Control of the Company.

SECTION 3 - BENEFICIARY DESIGNATION

If you die before you receive full payment of your Deferred Stock benefit, your remaining benefit will be paid to your Beneficiary designated in this Section 3.  Payment will be made in the same manner as specified under Section 2B.  Your designation below supersedes all prior Beneficiary Designations on file and applies to your 20__ Deferred Stock Award and all prior years unless you specifically direct otherwise.

Social Security Number	Last Name	First Name		MI
Mailing Address	City	State	Zip Code	Telephone

SECTION 4 - SIGNATURE

Signature

Date

EX-10.4

Exhibit 10.4

NON QUALIFIED STOCK OPTION AWARD AGREEMENT

Name of Optionee: 

Grant Date: 

Number of Option Shares: 

Option Price Per Share: $  

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of a non-qualified stock option to the above-referenced “Optionee” as of the “Grant Date” hereof pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as amended (the “Plan”).

1.  The Plan.  The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety.  In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control.  A copy of the Plan may be obtained from the Company by Optionee upon request.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan.

2.  Option Price.  On the terms and subject to the conditions of the Plan and this Agreement, Optionee shall have the option (the “Option”) to purchase shares of Stock at the price per share (the “Option Price”) and in the amounts set forth above.  Payment of the Option Price may be made in any manner specified under Section 5.1(c) of the Plan.  The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  Upon Optionee’s termination of employment or service with the Company for any reason, the unvested portion of the Option shall terminate.

3.  Term.  The term of the Option shall commence on the Grant Date and expire on the seventh (7th) anniversary of the Grant Date, unless the Option shall have sooner been terminated in accordance with the terms of the Plan or this Agreement.

4.  Vesting.  The Option shall become non-forfeitable and shall become exercisable according to the following provisions:

(a)           Twenty-five percent (25%) of the Option shall become vested and exercisable on each of the first four anniversaries of the Grant Date; provided, however, if a Change of Control shall occur prior thereto, then one hundred percent (100%) of the Option shall become immediately vested and exercisable if:  (i) the Option is not assumed or an economically equivalent option or right is not substituted by the surviving entity following such Change in Control, or (ii) Optionee’s employment is involuntarily terminated without Cause (as defined in paragraph 8 below) or voluntarily terminated for Good Reason (as defined in Section 4(d) below) within 18 months following such Change of Control.

(b)           To the extent vested, the Option may be exercised in whole or in part by delivery of notice of exercise and the Option Price to the Company no later than the earliest of the dates set forth in paragraph 5.

(c)            Notwithstanding anything contained herein to the contrary, the Option shall cease vesting upon Optionee’s termination of employment or service with the Company and/or its Subsidiaries for any reason other than retirement or disability, and no portion of the Option which is not vested as of such time shall become vested thereafter.  All decisions by the Committee with respect to any calculations pursuant to this paragraph shall be final and binding on Optionee.

(d)           For purposes of this Agreement, “Good Reason” means, without Optionee’s express written consent, the occurrence of any of the following events within 18 months after a Change of Control:

(i)          a material adverse change in Optionee’s duties or responsibilities as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that Good Reason shall not be deemed to occur upon a change in Optionee’s reporting structure, upon a change in Optionee’s duties or responsibilities that is a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph, or upon a change in Optionee’s duties or responsibilities that is part of an across-the-board change in duties or responsibilities of employees at Optionee’s level;

(ii)         any reduction in Optionee’s annual base salary or annual target or maximum bonus opportunity in effect as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that Good Reason shall not include such a reduction of less than 10% that is part of an across-the-board reduction applicable to employees at Optionee’s level;

(iii)        Company’s (A) relocation of Optionee more than 50 miles from Optionee’s primary office location and more than 50 miles from Optionee’s principal residence as of the Change of Control or (B) requirement that Optionee travel on Company business to an extent substantially greater than Optionee’s travel obligations immediately before such Change of Control; or

(iv)        a reduction of more than 10% in the aggregate benefits provided to Optionee under the Company’s employee benefit plans, including but not limited to any “top hat” plans designated for key employees, in which Optionee is participating as of the Change of Control.

Notwithstanding the foregoing, Optionee must provide notice of termination of employment to the Company within 90 days of Optionee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.  Additionally, an isolated, insubstantial, and inadvertent action taken in good faith and that is remedied by the Company within 10 days after receipt of notice thereof given by Optionee shall not constitute Good Reason.

5.  Exercise of Option.  The Option shall automatically terminate and shall be null and void and be of no further force and effect upon the earliest of:

(a)           The third (3rd) anniversary of Optionee’s termination of employment or service with the Company or Subsidiary due to retirement or disability; or

(b)           The first (1st) anniversary of Optionee’s death; or

(c)           The first (1st) anniversary of Optionee’s termination of employment or service without Cause or for Good Reason within 18 months following a Change of Control; or

(d)           The date Optionee's employment or service with the Company or Subsidiary is involuntarily terminated for Cause (either before or after a Change of Control); or

(e)           The ninetieth (90th) day following Optionee’s termination of employment or service with the Company and/or its Subsidiaries for any reason not described in (a), (b), (c) or (d) above; or

(f)            The seventh (7th) anniversary of the Grant Date.

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

For purposes of this Agreement, “retirement” means a voluntary termination of employment or service on or after age sixty-two (62) and with a combined age and years of service of at least sixty-seven (67).  The term “disability” means Optionee 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.

6.  Restriction on Transfer.  The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Optionee and may be exercised during the lifetime of Optionee only by Optionee.  If Optionee dies, the Option shall thereafter be exercisable, during the period specified in paragraph 5 of this Agreement, by his or her executors or administrators to the full extent to which the Option was exercisable by Optionee at the time of his or her death.  The Option shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.

7.  Optionee’s Employment.  Nothing in the Option shall confer upon Optionee any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries, as the case may be, to terminate Optionee’s employment or service or to increase or decrease Optionee’s compensation at any time.

8.  Definition of Cause.  For purposes of this Agreement, “Cause” means (i) the conviction of Optionee of, or plea of guilty or nolo contendere by Optionee to, a felony or misdemeanor involving moral turpitude, (ii) the indictment of Optionee for a felony or misdemeanor under the federal securities laws, (iii) the willful misconduct or gross negligence by Optionee resulting in material harm to the Company or any Subsidiary, (iv) fraud, embezzlement, theft, or dishonesty by Optionee against the Company or any Subsidiary, or willful violation by Optionee of a policy or procedure of the Company, resulting in any case in material harm to the Company, or (v) breach of any confidentiality / invention assignment agreement or obligation and/or breach of any Restrictive Covenant Agreement or similar agreement by and between Optionee and the Company.  For purpose of this paragraph, no act or failure to act by Optionee shall be considered “willful” unless done or omitted to be done by Optionee in bad faith and without reasonable belief that Optionee’s action or omission was in the best interests of the Company or its Subsidiaries.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by Optionee in good faith and in the best interests of the Company.  The Company must notify Optionee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

Notwithstanding any provision in this Agreement to the contrary, it is a condition precedent to the exercise of the Option that no event constituting Cause shall have occurred at any time coincident with or preceding Optionee’s delivery of notice of exercise to the Company or its designee.  Upon the occurrence of any such event constituting Cause, the Option may not be exercised with respect to any remaining shares subject to the Option.

9.  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: Victoria Heider, Vice President Human Resources

If to Optionee, 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.

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

11.  Optionee’s Undertaking.  Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on Optionee pursuant to the express provisions of this Agreement and the Plan.

12.  Modification of Rights.  The rights of Optionee are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Option granted hereby).

13.  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.

14.  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.

15.  Entire Agreement.  This Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

16.  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.

17.  Enforcement.  In the event the Company or any Optionee 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 relating to such litigation.

18.  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.

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

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

COMPASS MINERALS INTERNATIONAL, INC.

By:

Name: 

Title:

OPTIONEE

Residence Address

EX-10.5

Exhibit 10.5

CHANGE IN CONTROL SEVERANCE AGREEMENT

This CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the _______ day of _____________, _______ by and between Compass Minerals International, Inc., a Delaware corporation (the “Company”), and _________________ (“Executive”).

WITNESSETH

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; and

WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that possibility may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its stockholders to secure Executive’s continued services and to ensure Executive’s continued dedication to Executive’s duties in the event of any threat or occurrence of a Change in Control (as defined in Section 1) of the Company.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1.             Definitions.  As used in this Agreement, the following terms have the following meanings:

(a)           “Bonus Amount” means the higher of (i) Executive’s average annual incentive bonuses during the last 3 completed fiscal years before the Date of Termination (annualized in the event Executive was not employed by Company (or its affiliates) for the whole of any such fiscal year) and (ii) Executive’s aggregate annual target bonus (targeted at 100%) for the fiscal year in which the Date of Termination occurs.

(b)           “Cause” means Executive’s (i) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude, (ii) indictment for a felony or misdemeanor under the federal securities laws, (iii) willful misconduct or gross negligence resulting in material harm to the Company, (iv) willful breach of Executive’s duties or responsibilities herein or of the separate Restrictive Covenant Agreement referenced in Section 8, or (v) fraud, embezzlement, theft, or dishonesty against the Company or any Subsidiary, or (vi) willful violation of a policy or procedure of the Company, resulting in any case in material harm to the Company.  For purposes of this paragraph (b), “willful” means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its affiliates.  The Company must notify Executive of an event constituting Cause pursuant to Section 11 within 90 days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(c)           “Change in Control” means the occurrence of any one of the following events:

(i)           a transaction or series of transactions (other than an offering of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries, or a “person” that, before such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii)           during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause (i) above or clause (iii) below) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii)           the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination or (B) a sale or other disposition of all or substantially all of the Company’s assets or (C) the acquisition of assets or stock of another entity, in each case other than a transaction:

(x)           that results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

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(y)           after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this subparagraph as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company before the consummation of the transaction; or

(iv)           the Company’s stockholders approve a liquidation or dissolution of the Company.

(d)           “Date of Termination” means (i) the effective date of Termination of Executive’s employment as provided in Section 11 or (ii) the date of Executive’s death, if Executive is employed as of such date.

(e)           “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events within 2 years after a Change in Control:

(i)            a material adverse change in Executive’s duties or responsibilities as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that Good Reason shall not be deemed to occur upon a change in Executive’s reporting structure, upon a change in Executive’s duties or responsibilities that is a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph, or upon a change in Executive’s duties or responsibilities that is part of an across-the-board change in duties or responsibilities of employees at Executive’s level;

(ii)           any material reduction in Executive’s annual base salary or annual target or maximum bonus opportunity in effect as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that Good Reason shall not include such a reduction of less than 10% that is part of an across-the-board reduction applicable to employees at Executive’s level;

(iii)           Company’s (A) relocation of Executive more than 50 miles from Executive’s primary office location and more than 50 miles from Executive’s principal residence as of the Change in Control or (B) requirement that Executive travel on Company business to an extent substantially greater than Executive’s travel obligations immediately before such Change in Control; or

(iv)          any material breach of this Agreement.

Notwithstanding the foregoing, Executive must provide notice of termination of employment pursuant to Section 11 within 90 days of Executive’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.  The Company shall have a period of 30 days to cure any such event without triggering the obligations under this Agreement.

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(f)           “Qualifying Termination” means a termination of Executive’s employment during the Termination Period (i) by the Company other than for Cause or (ii) by Executive for Good Reason.

(g)           “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets on liquidation or dissolution.

(h)           “Termination Period” means the period beginning with a Change in Control and ending 2 years following such Change in Control.  Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated before a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred after a Change in Control; (ii) Executive reasonably demonstrates such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) occurs within 60 days of Executive’s separation from service, then, for purposes of this Agreement, the date immediately before the date of such termination or event constituting Good Reason shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits under Section 4, the date of the actual Change in Control shall be treated as the Date of Termination under Section 1(d), and, for purposes of determining the amount of payments and benefits to Executive under Section 4, the date Executive’s employment is actually terminated shall be treated as the Date of Termination under Section 1(d).

2.             Obligation of Executive.  In the event of a tender or exchange offer, proxy contest, or the execution of any agreement that, if consummated, would constitute a Change in Control, Executive agrees not to leave the employ of the Company voluntarily, except as provided in Section 1(h), until the Change in Control occurs or, if earlier, then such tender or exchange offer, proxy contest, or agreement is terminated or abandoned.

3.             Term of Agreement.  This Agreement shall be effective on the date hereof and shall continue in effect until December 31, ________.  On January 1, _______, and on each January 1 thereafter, the Term shall automatically extend for an additional 1 year, unless either party gives written notice thereof at least 60 days before the date such extension would be effective.  This Agreement shall continue in effect for a period of 2 years after a Change in Control, notwithstanding the delivery of any such notice, if such Change in Control occurs during the term of this Agreement.  Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Company terminates Executive’s employment before a Change in Control other than as provided in Section 1(h).

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4.             Payments Upon Termination of Employment.

(a)           Qualifying Termination.  In the event of a Qualifying Termination, the Company shall provide Executive the payments and benefits set forth in paragraphs (b) and (c) of this Section.

(b)           Qualifying Termination - Cash Payments.  Within 30 days of a Qualifying Termination, the Company shall make a lump sum cash payment to Executive of the following:

(i)            an amount equal to Executive’s base salary due, pro-rata bonus compensation due, and unreimbursed expenses properly incurred through the Date of Termination; and

(ii)          an amount equal to 2 times the sum of (A) Executive’s highest annual rate of base salary during the 12-month period immediately before the Date of Termination, plus (B) the higher of (x) Executive’s Bonus Amount or (y) Executive’s annual target bonus for the fiscal year in which the Date of Termination occurs.

(c)           Qualifying Termination - Benefits.  In the event of a Qualifying Termination, the Company shall allow Executive to continue to participate in its medical, dental, accident, disability, and life insurance benefit plans at the same level on which Executive was enrolled as of the Change in Control (subject to generally applicable changes to such plans) for 18 months or until Executive becomes eligible for such benefits through another employer, whichever occurs first; provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, then the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted.

(d)           Non-Qualifying Termination.  In the event Company terminates Executive’s employment with Cause or Executive terminates his/her employment without Good Reason, Company shall be obligated only to pay Executive’s base salary due through the Date of Termination and to reimburse Executive for expenses properly incurred through the Date of Termination.

(e)           Condition Precedent.  As a condition precedent to receipt of the payments and benefits provided by paragraphs (b) and (c) of this Section, Executive must execute an Agreement acceptable to the Company that contains a release of any and all claims substantially in the following form:

Executive (on behalf of Executive and anyone claiming through or on behalf of Executive) hereby releases Company (as defined herein) and its successors, assigns, officers, employees, and agents, without limitation (“Company Affiliates”) from any and all claims, demands, and causes of action (“claims”), known or unknown, suspected or unsuspected, that Executive has or may have had against any of them before the date Executive signs this Agreement, to the maximum extent permitted by law and without limitation. This release includes, but is not limited to, the following: claims related to or concerning Executive’s employment with Company; claims sounding in contract and/or tort; claims for discrimination/harassment/retaliation under local, state, or federal law, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and any other federal, state, or local law; claims under the Family and Medical Leave Act; claims under any Company policy and/or practice; and all other claims, whether common law or contract, all to the maximum extent permitted by law and without limitation.

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5.             Delay of Payments.  In the event that any payment or distribution to be made hereunder constitutes “deferred compensation” subject to Section 409A of the Internal Revenue Code and Executive is determined to be a specified employee (as defined in Section 409A), such payment or distribution shall not be made before the date that is six months after the termination of Executive’s employment (or, if earlier, the date of the Executive’s death).

6.             Withholding Taxes.  The Company may withhold from all payments under this Agreement all required taxes and/or other withholdings.

7.             Resolution of Disputes; Reimbursement of Legal Fees.

(a)           Any dispute or controversy arising under or in connection with this Agreement (other than disputes related to the Restrictive Covenant Agreement referenced in Section 8) shall be settled by final, binding arbitration in Johnson County, Kansas, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect.  The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section.

(b)           If Executive prevails in any contest or dispute under this Agreement involving termination of Executive’s employment with the Company or involving Company’s refusal to perform fully in accordance with the terms hereof, then the Company shall reimburse Executive for all reasonable legal fees and related expenses incurred in connection with such contest or dispute.  Such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

8.             Restrictive Covenants.  Executive hereby agrees to the terms of the Company’s Restrictive Covenant Agreement attached hereto, which Restrictive Covenant Agreement Executive also hereby agrees to execute.  If Executive does not execute the Restrictive Covenant Agreement within 10 days of the effective date of this Agreement, then this Agreement is null and void.

9.             Scope of Agreement.  Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company and, if Executive’s employment with the Company terminates before a Change in Control, then Executive shall have no further rights under this Agreement (except as otherwise provided hereunder).

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10.           Successors; Binding Agreement.

(a)           This Agreement shall survive any business combination and shall be binding upon the surviving entity of any business combination (in which case and such surviving entity shall be treated as the Company hereunder).

(b)           In connection with any business combination, the Company will cause any successor entity to the Company unconditionally to assume by written instrument delivered to Executive (or his beneficiary or estate) all of the obligations of the Company hereunder.

(c)           This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.  If Executive dies while any amounts would be payable to Executive hereunder, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

11.           Notice.

(a)           For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or 5 days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to Executive:
If to the Company:	Compass Minerals International, Inc.
	Compass Minerals International, Inc.
	9900 West 109th Street
	Overland Park, KS  66210
	Attention:  Vice President Human Resources

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)           A written notice of the Date of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specify the termination date, which date shall be not less than 15 days or more than 60 days after the giving of such notice.  The failure to set forth in such notice any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

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12.           Full Settlement.  The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under any other severance or employment agreement between Executive and the Company and any severance plan of the Company.  The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against Executive or others.  In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as provided in Section 4(c), such amounts shall not be reduced whether or not Executive obtains other employment.

13.           Survival.  The respective obligations and benefits afforded to the Company and Executive as provided in Sections 4 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Agreement), 5, 6, 8, 10(c), and 12 shall survive the termination of this Agreement.

14.           Governing Law; Validity.  The interpretation, construction, and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Kansas without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.

15.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

16.           Miscellaneous.  For purposes of interpretation/enforcement, the parties to this Agreement shall be considered joint authors, and this Agreement shall not be strictly construed against either such party.  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company.  No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.  Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, his estate, or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate, or his beneficiaries under any other employee benefit plan or compensation program of the Company.

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17.           Compliance with  Section 409A of the Internal Revenue Code.  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.  Any expense reimbursements under this Agreement shall be made by Company on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.  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 Executive 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 Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

COMPASS MINERALS INTERNATIONAL, INC.

By:

Name:

Title:

[NAME OF EXECUTIVE]

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RESTRICTIVE COVENANT AGREEMENT

This RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is by and between ______________________________ (“Employee”) and Compass Minerals International, Inc. by and on behalf of itself and any parent companies, successor companies, affiliated companies, and assigns (hereinafter referred to collectively as “Company”).

In consideration of the employment/continued employment of Employee by Company and as a condition of Employee’s eligibility for further bonus compensation from Company (as applicable), Employee agrees as follows.

1.           Non-Solicitation Agreement.

a.             Acknowledgments.  Employee acknowledges Company’s confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s most important assets.  Employee further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

b.            Non-Solicitation of Employees.  Employee agrees that, during Employee’s employment with Company and for a period of 2 year(s) after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly, whether for Employee’s benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce:  (1) anyone employed by Company to terminate employment with, or otherwise cease a relationship with, Company; or (2) anyone employed by Company at any time during the immediately preceding 12 months to provide services of any kind to a competitor of Company.  Employee further agrees that, in the event any individual within the groups defined by (1) and (2) of this paragraph 1.b. approaches Employee about providing services to a Company competitor, Employee shall reject such approach and not hire/otherwise engage/supervise such individual.

c.             Non-Solicitation of Customers.  Employee agrees that, during Employee’s employment with Company and for a period of 2 year(s) after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts, of Company.  Employee further agrees Employee will not, for the period specified in this paragraph 1.c., do business in any way with any entity covered by this paragraph 1.c.

2.  Non-Competition Agreement

a.            Acknowledgments.  Employee acknowledges Company’s confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s most important assets.  Employee further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

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b.             Restriction on Competition.  Employee agrees that, during Employee’s employment with Company and for a period of 2 year(s) after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly compete with the business of Company.  This agreement not to compete means Employee will not, among other things, whether as an employee, independent contractor, consultant, owner, officer, director, stockholder, partner, or in any other capacity (1) be affiliated with any business competitive with Company; (2) solicit orders for any product or service that is competitive with the product or services provided by Company; or (3) accept employment with a business that sells or buys products or services competitive with the products or services of Company.  The restriction on competition in this paragraph extends to all geographic areas serviced by Company.

3. General Provisions.

a.             Legal and Equitable Relief.  Employee specifically acknowledges and agrees that, in interpreting/enforcing this Agreement, a court should honor the parties’ intent to the maximum extent possible.  As such, Employee specifically acknowledges and agrees (1) the restrictions in paragraphs 1-2 are necessary for the protection of the legitimate business interests, goodwill, and Confidential Information of Company; (2) the duration and scope of the restrictions in paragraphs 1-2 are reasonable as written; (3) in any action to enforce this Agreement, Employee shall not challenge the restrictions in paragraphs 1-2 as unenforceable; (4) if a court of competent jurisdiction determines the restrictions in paragraphs 1-2 are overbroad, then such court should modify those restrictions so as to be enforceable rather than void the restrictions regardless of any law or authority to the contrary, it being the parties’ intent in this Agreement to restrain unfair competition; and (5) in the event of any actual or threatened breach, Company shall, to the maximum extent allowed, have the right to suspend bonus payments, benefits, and/or any exercise of stock options.  Employee further specifically acknowledges and agrees any breach of paragraphs 1-2 will cause Company substantial and irrevocable damage and, therefore, in addition to such other remedies that may be available, including the recovery of damages from Employee, Company shall have the right to injunctive relief to restrain or enjoin any actual or threatened breach of the provisions of paragraphs 1-2.  Employee further specifically acknowledges and agrees that, if Company prevails in a legal proceeding to enforce this Agreement, then Company shall be entitled to recover its costs and fees incurred, including its attorney’s fees, expert witness fees, and out-of-pocket costs, in addition to any other relief it may be granted.

b.             Severability.  The terms and provisions of this Agreement are severable in whole or in part.  If a court of competent jurisdiction determines any term or provision of this Agreement is invalid, illegal, or unenforceable, then the remaining terms and provisions shall remain in full force and effect.

c.             Assignment.  Employee may not assign this Agreement.  Company may assign this Agreement in its discretion, including but not limited to any parent/subsidiary company or successor in interest to the business, or part thereof, of Company.

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d.             Governing Law and Consent to Jurisdiction.  Interpretation/enforcement of this Agreement shall be subject to and governed by the laws of the State of Kansas, irrespective of the fact that one or both of the parties now is or may become a resident of a different state and notwithstanding any authority to the contrary.  Employee hereby expressly submits and consents to the exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction in the State of Kansas, notwithstanding any authority to the contrary.  Employee further agrees that, in any action to interpret/enforce this Agreement, Employee will not challenge the provisions of this paragraph 3.d.

e.             No Conflicting Agreements.  Employee represents to Company (1) there are no restrictions, agreements, or understandings whatsoever to which Employee is a party that would prevent or make unlawful Employee’s execution or performance of this Agreement or employment with Company and (2) Employee’s execution of this Agreement and employment with Company does not constitute a breach of any contract, agreement, or understanding, oral or written, to which Employee is a party or by which Employee is bound.

f.             Disclosure of Agreement.  In the event Company has reason to believe Employee has breached or may breach this Agreement, Employee agrees Company may disclose this Agreement, without risk of liability, to a current or prospective employer of Employee or other business entity.

g.             Survival.  The obligations contained in this Agreement survive the termination, for any reason whatsoever, of Employee’s employment with Company (regardless of who initiates such termination) and shall thereafter remain in full force and effect as written.  The obligations contained in this Agreement also survive the promotion, transfer, demotion, and/or other change to the terms/conditions of Employee’s employment, regardless of reason, and shall thereafter remain in full force and effect as written.

h.             Nature of Agreement.  This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements or understandings, if any, between the parties with respect to such matters.  This Agreement may be modified or amended only by an agreement in writing signed by both parties.  This is not an employment agreement.  Employee’s employment with Company is and shall be at will for all purposes.

i.              No Waiver.  The failure of either party to insist on the performance of any of the terms or conditions of this Agreement, or failure to enforce any of the provisions of this Agreement, shall not be construed as a waiver or a relinquishment of any such provision.  Any waiver or failure to enforce on any one occasion is effective only in that instance, and the obligations of either party with respect of any provision in this Agreement shall continue in full force and effect.

12

BY COMPLETING AND EXECUTING THIS AGREEMENT, LEGAL RIGHTS AND DUTIES ARE CREATED.  EMPLOYEE IS HEREBY ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN THIS DOCUMENT.

Date	[Employee]
	Compass Minerals Group
	By:
Date
Title:

 13

EX-10.6

Exhibit 10.6

2012 Summary of Executive Cash Compensation

 and Award Targets Under the Annual Incentive Plan

The following table sets forth the current base salaries provided for the Company’s CEO, CFO and three most highly compensated executive officers.  Salary increases are determined annually in March and effective April 1, 2012:

Executive Officers	Current Salary
Angelo Brisimitzakis	$	824,000
Rodney Underdown	$	400,000
Gerald Bucan	$	309,428
Keith Clark	$	357,674
David Goadby	£	207,776	*

* 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 three most highly compensated executive officers are as shown in the following table.

Executive Officers	Target Percentage
Angelo Brisimitzakis		90	%
Rodney Underdown		55	%
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 27, 2012	/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 27, 2012	/s/ RODNEY L. UNDERDOWN
	Rodney L. Underdown
	Vice President and Chief Financial Officer

EX-31

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, 2012, as filed with the Securities and Exchange Commission on the date hereof, to the best of my knowledge, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.

	COMPASS MINERALS INTERNATIONAL, INC.
April 27, 2012	/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

EX-95

Exhibit 95

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

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires mining companies to disclose in their periodic reports information about their mines subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).  The operation of our mine in Cote Blanche, Louisiana is inspected by MSHA on an ongoing basis and MSHA issues citations and/or orders when it believes a violation under the Mine Act has occurred.  The following table provides the information required under §1503 of the Act for the three months ended March 31, 2012:

For the Three Months Ended March 31, 2012

Mine or Operating Name (MSHA Identification Number)

Section 104 S&S Citations

Section 104(b) Orders

Section 104(d) Citations and Orders

Section 110(b)(2) Violations

Section 107(a) Orders

Total Dollar Value of MSHA Assessments  Proposed

Total Number of Mining Related Fatalities

Received  Notice of Pattern of Violations Under Section 104(e)

Received Notice of Potential to Have  Pattern Under Section 104(e)

Legal Actions Pending as of Last Day of  Period

Legal Actions Initiated During Period

Legal Actions  Resolved During Period

Cote Blanche, LA (16-00358)

19

0

0

0

0

$

25,176

0

No

No

12

7

14

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U.K. Pension Plan (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
U.K. Pension Plan [Abstract]
Interest cost on projected benefit obligation	$ 0.7	$ 1.0
Expected return on plan assets	(0.7)	(0.9)
Net amortization	0.2	0.5
Net pension expense	0.2	0.6
Company contributions to pension plan	$ 0.8

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Goderich Tornado (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		8 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Goderich Tornado [Abstract]
Property, plant and equipment impairment charges	$ 0
Site clean-up and restoration costs	5.9
Estimated insurance recoveries recognized	(5.9)
Net impact on product cost excluding business interruption	0
Total insurance advances	25.0		50.0
Deferred revenue	19.1		29.6
Insurance advances for operating purposes, Goderich tornado	19.1	0
Estimated recoverable business interruption losses	14		30
Total insurance advances received and recorded as reduction to salt product costs	5.9		20.4
Impairment charges related to damaged property, plant, and equipment			$ 4.8

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Property,Plant and Equipment,Net (Tables)

3 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

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

	March 31,			December 31,
	2012			2011
Land, buildings and structures and leasehold improvements	$	282.5		$	275.9
Machinery and equipment		563.9			541.8
Office furniture and equipment		21.6			21.3
Mineral interests		177.4			174.4
Construction in progress		93.0			68.8
		1,138.4			1,082.2
Less accumulated depreciation and depletion		(539.2	)		(508.8	)
Property, plant and equipment, net	$	599.2		$	573.4

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Derivative Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended						3 Months Ended		3 Months Ended																		3 Months Ended
	Mar. 31, 2012 Derivatives in Cash Flow Hedging Relationships [Member]	Mar. 31, 2011 Derivatives in Cash Flow Hedging Relationships [Member]	Mar. 31, 2012 Designated as Hedging Instrument [Member]		Dec. 31, 2011 Designated as Hedging Instrument [Member]		Mar. 31, 2012 Commodity Contract [Member]	Dec. 31, 2011 Commodity Contract [Member]	Mar. 31, 2012 Commodity Contract [Member] Derivatives in Cash Flow Hedging Relationships [Member] Product Cost [Member]	Mar. 31, 2011 Commodity Contract [Member] Derivatives in Cash Flow Hedging Relationships [Member] Product Cost [Member]	Mar. 31, 2012 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Current Assets [Member]		Dec. 31, 2011 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Current Assets [Member]		Mar. 31, 2012 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Assets [Member]		Dec. 31, 2011 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Assets [Member]		Mar. 31, 2012 Commodity Contract [Member] Designated as Hedging Instrument [Member] Accrued Expenses [Member]		Dec. 31, 2011 Commodity Contract [Member] Designated as Hedging Instrument [Member] Accrued Expenses [Member]		Mar. 31, 2012 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Liabilities [Member]		Dec. 31, 2011 Commodity Contract [Member] Designated as Hedging Instrument [Member] Other Liabilities [Member]		Mar. 31, 2012 Interest Rate Swap [Member]	Mar. 31, 2011 Interest Rate Swap [Member] Derivatives in Cash Flow Hedging Relationships [Member] Interest Expense [Member]
Derivatives, Fair Value [Line Items]
Underlying risk							change in natural gas prices																				variability of future interest payments
Period through which natural gas is hedged							September 2014
Percent of forecasted usage to be hedged (in hundredths)							90.00%
Maximum period which the Company hedges in advance of forecasted purchase (in months)							36M
Notional amount (in MMBtus)							2.3	2.9
Net loss to be reclassified from accumulated other comprehensive income to earnings during the next 12 months							$ 4.8
Asset Derivatives			0.2	[1],[2]	0.3	[3]					0.2	[1]	0.3	[3],[4]	0	[1]	0	[3]
Liability Derivatives			5.9	[1]	5.9	[3]													5.0	[1],[2]	5.0	[3],[4]	0.9	[1]	0.9	[3]
Number of counterparties							3	3
Number of counterparties for amounts recorded as liabilities							1	1
Number of counterparties for amounts recorded as assets							1	2
Netting of contracts in a receivable position against contracts in payable position							0.2	0.3
Derivative Instruments, Gain (Loss) [Line Items]
Amount of (Gain) Loss Recognized in OCI on Derivative (Effective Portion)	2.1	0.1							2.1	0.1																		0
Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	$ (2.0)	$ (2.5)							$ (2.0)	$ (1.9)																		$ (0.6)

[1] As of March 31, 2012, the Company has commodity hedge agreements with three 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 one counterparty.

[2] The Company has master netting agreements with its counterparties and accordingly has netted approximately $0.2 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

[3] The Company has commodity hedge agreements with three counterparties. All of the amounts recorded as liabilities for the Company's commodity contracts are payable almost entirely to one counterparty. The amount recorded as an asset is due from two counterparties.

[4] The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.3 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Income Taxes [Abstract]
Income tax expense	$ 14.9	$ 21.8
Decrease from same quarter in prior year	6.9
Net operating loss carryforwards expiring in 2028	6.1		5.8
Valuation allowance for operating loss carryforwards	1.4		1.5
Tax reassessments for years 2002-2006	59.7
Performance bond	34.9
Amount of cash payments to be made	24.8
Amount of tax assessments Company has paid	17.2
Additional amount of tax assessments Company has agreed to pay in 2012	$ 3.4

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Accounting Policies and Basis of Presentation

3 Months Ended

Mar. 31, 2012

Accounting Policies and Basis of Presentation [Abstract]

Accounting Policies and Basis of Presentation

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, 2011 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 December 2011, the FASB issued guidance which requires an entity to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. The update is effective for annual reporting periods beginning on or after January 1, 2013 and retrospective disclosure is required for all comparative periods presented. The adoption of this standard will not have a significant impact on the Company's consolidated financial statements.

In May 2011, the FASB issued guidance related to fair value measurements and disclosures in the consolidated financial statements.  This guidance conforms the wording which describes many of the requirements in U.S. GAAP to International Financial Reporting Standards to ensure the related standards are consistently applied.  The guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is effective during interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. The adoption of this standard did not materially expand the Company's consolidated financial statement footnote disclosures.

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Asset Class:
Mutual fund investments in a non-qualified savings plan (a)	$ 6.8	[1]	$ 6.3	[1]
Total Assets	6.8		6.3
Liability Class:
Liabilities related to non-qualified savings plan	(6.8)		(6.3)
Derivatives natural gas instruments	(5.6)		(5.5)
Total Liabilities	(12.4)		(11.8)
Mutual fund investments percentage of fund invested in common stock of large-cap U.S. (in hundredths)	25.00%		25.00%
Mutual fund investments percentage of fund invested in common stock small-cap U.S. (in hundredths)	5.00%		5.00%
Mutual fund investments percentage of fund invested in common stock of international companies (in hundredths)	5.00%		5.00%
Mutual fund investments percentage of fund invested in debt securities (in hundredths)	15.00%		15.00%
Mutual fund investments percentage of fund invested in short-term investments (in hundredths)	20.00%		20.00%
Mutual fund investments percentage of fund invested in blended funds (in hundredths)	30.00%		30.00%
Investments related to its nonqualified savings plan	6.8		6.3
Senior Notes [Member]
Fair Value of Outstanding Debt [Line Items]
Senior Notes, interest rate	8.00%
Fair value of Senior Notes	108.4
Aggregate principal amount due at maturity	100.0
Credit Agreement [Member]
Fair Value of Outstanding Debt [Line Items]
Fair value of Senior Notes	374.2
Aggregate principal amount due at maturity	383.7
Fair Value, Measurements, Recurring [Member] | Level One [Member]
Asset Class:
Mutual fund investments in a non-qualified savings plan (a)	6.8	[1]	6.3	[1]
Total Assets	6.8		6.3
Liability Class:
Liabilities related to non-qualified savings plan	(6.8)		(6.3)
Derivatives natural gas instruments	0		0
Total Liabilities	(6.8)		(6.3)
Fair Value, Measurements, Recurring [Member] | Level Two [Member]
Asset Class:
Mutual fund investments in a non-qualified savings plan (a)	0	[1]	0	[1]
Total Assets	0		0
Liability Class:
Liabilities related to non-qualified savings plan	0		0
Derivatives natural gas instruments	(5.6)		(5.5)
Total Liabilities	(5.6)		(5.5)
Fair Value, Measurements, Recurring [Member] | Level Three [Member]
Asset Class:
Mutual fund investments in a non-qualified savings plan (a)	0	[1]	0	[1]
Total Assets	0		0
Liability Class:
Liabilities related to non-qualified savings plan	0		0
Derivatives natural gas instruments	0		0
Total Liabilities	$ 0		$ 0

[1] Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

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Stockholders' Equity and Equity Instruments (Tables)

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS [Abstract]

Range of Estimates and Calculated Fair Values of Options Granted in Period

The range of estimates and calculated fair values for options granted during the first quarter of 2012 is included in the table below. The weighted-average grant date fair value of these options was $22.92.

	Range
Fair value of options granted	$21.85 - $23.33
Exercise price	$71.69
Expected term (years)	3 - 6
Expected volatility	44.4% - 47.9%
Dividend yield	2.5%
Risk-free rate of return	0.7% - 1.1%

Stock-based Compensation Activity

During the three months ended March 31, 2012, the Company reissued 4,636 shares of treasury stock related to the exercise of stock options, 42,439 shares related to the release of RSUs which vested and 296 shares related to a stock payment.  The Company recorded additional tax benefits of $0.3 million from its equity compensation awards as additional paid-in capital during the first quarter of 2012. During the three months ended March 31, 2012 and 2011, the Company recorded $1.7 million of compensation expense in each period 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, 2012.

	Stock Options					RSUs					PSUs(a)
				Weighted-average					Weighted-average				Weighted-average
	Number			exercise price		Number			fair value		Number		fair value
Outstanding at December 31, 2011		520,530		$	57.94		109,264		$	73.35		25,398	$	91.99
Granted		89,151			71.69		39,457			71.69		23,553		74.49
Exercised (b)		(4,636	)		26.17		-			-		-		-
Released from restriction (b)		-			-		(42,439	)		58.99		-		-
Cancelled/Expired		-			-		-			-		-		-
Outstanding at March 31, 2012		605,045		$	60.21		106,282		$	76.47		48,951	$	83.57

(a) PSUs are initially included in the table at the 100% attainment level at their grant date and at that level represent one share per unit.  The number of shares that will be ultimately issued are based upon the PSUs earned.  The 2010 PSU grant has earned 103% of its target through the first two performance periods.  The 2011 PSU grant earned 0% in its first performance period.  PSUs may earn between 0% and 150% in each performance period.

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

Other Comprehensive Income

The components of and changes in accumulated other comprehensive income as of and for the three months ended March 31, 2012 are as follows (in millions):

	Balance						Balance
	December 31,			2012			March 31,
	2011			Change			2012
Unrealized gain (loss) on net pension obligations	$	(5.3	)	$	0.2		$	(5.1	)
Unrealized loss on cash flow hedges		(3.4	)		(0.1	)		(3.5	)
Cumulative foreign currency translation adjustment		49.5			17.5			67.0
Accumulated other comprehensive income	$	40.8		$	17.6		$	58.4

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Operating Segments (Tables)

3 Months Ended

Mar. 31, 2012

Operating Segments [Abstract]

Segment Information

Segment information is as follows (in millions):

	Three Months Ended March 31, 2012
			Specialty		Corporate
	Salt		Fertilizer		and Other (a)			Total
Sales to external customers	$	254.3	$	58.5	$	2.5		$	315.3
Intersegment sales		0.2		0.4		(0.6	)		-
Shipping and handling cost		86.0		7.5		-			93.5
Operating earnings (loss)		52.4		20.7		(11.7	)		61.4
Depreciation, depletion and amortization		9.6		5.2		0.9			15.7
Total assets		754.6		399.6		76.1			1,230.3

	Three Months Ended March 31, 2011
			Specialty		Corporate
	Salt		Fertilizer		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

 (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.

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Earnings per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Numerator:
Net earnings	$ 39.9		$ 56.5
Less: net earnings allocated to participating securities	(0.5)	[1]	(1.0)	[1]
Net earnings available to common shareholders	$ 39.4		$ 55.5
Denominator (in thousands):
Weighted-average common shares outstanding, shares for basic earnings per share (in shares)	33,035		32,835
Weighted-average stock options outstanding (in shares)	23	[2]	31	[2]
Shares for diluted earnings per share (in shares)	33,058		32,866
Net earnings per common share, basic (in dollars per share)	$ 1.19		$ 1.69
Net earnings per common share, diluted (in dollars per share)	$ 1.19		$ 1.69
Net earnings allocated to participating securities (in shares)	430,000		556,000
Weighted-options outstanding (in shares)	743,000		722,000

[1] Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 430,000 and 556,000 for the three months ended 2012 and 2011, respectively.

[2] 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 743,000 and 722,000 weighted-options outstanding for the three months ended 2012 and 2011, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments [Abstract]

Fair Value of Hedged Items

The following table presents the fair value of the Company's hedged items as of March 31, 2012 and December 31, 2011 (in millions):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	March 31,  2012		Balance Sheet Location	March 31,  2012
Commodity contracts(b)	Other current assets	$	0.2	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.2		$	5.9

(a) As of March 31, 2012, the Company has commodity hedge agreements with three 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 one counterparty.

(b) The Company has master netting agreements with its counterparties and accordingly has netted approximately $0.2 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	December 31, 2011		Balance Sheet Location	December 31, 2011
Commodity contracts(b)	Other current assets	$	0.3	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.3		$	5.9

(a) The Company has commodity hedge agreements with three counterparties.  All of the amounts recorded as liabilities for the Company's commodity contracts are payable almost entirely 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 in its consolidated balance sheets approximately $0.3 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

Other Comprehensive Income Attributable to Derivatives

The following table presents activity related to the Company's other comprehensive income (“OCI”) for the three months ended March 31, 2012 and 2011 (in millions):

		Three Months Ended March 31, 2012
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)
Commodity contracts	Product cost	$	2.1	$	(2.0	)
Total		$	2.1	$	(2.0	)

		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	Product cost		0.1		(1.9	)
Total		$	0.1	$	(2.5	)

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

The estimated fair values for each type of instrument which are measured on a recurring basis are presented below (in millions).

	March 31, 2012			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.8		$	6.8		$	-		$	-
Total Assets	$	6.8		$	6.8		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.8	)	$	(6.8	)	$	-		$	-
Derivatives – natural gas instruments		(5.6	)		-			(5.6	)		-
Total Liabilities	$	(12.4	)	$	(6.8	)	$	(5.6	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

	December 31, 2011			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.3		$	6.3		$	-		$	-
Total Assets	$	6.3		$	6.3		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.3	)	$	(6.3	)	$	-		$	-
Derivatives – natural gas instruments		(5.5	)		-			(5.5	)		-
Total Liabilities	$	(11.8	)	$	(6.3	)	$	(5.5	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net earnings	$ 39.9	$ 56.5
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization	15.7	16.4
Finance fee amortization	0.4	0.4
Stock-based compensation	1.7	1.7
Deferred income taxes	0.3	3.3
Other, net	0.4	0.3
Insurance advances for operating purposes, Goderich tornado	19.1	0
Changes in operating assets and liabilities, net of acquisition:
Receivables	41.0	64.6
Inventories	22.1	79.0
Other assets	(1.2)	5.5
Accounts payable and accrued expenses	(42.8)	(56.8)
Other liabilities	0.3	(0.1)
Net cash provided by operating activities	96.9	170.8
Cash flows from investing activities:
Capital expenditures	(30.0)	(16.7)
Acquistion of a business, net	0	(56.8)
Other, net	(0.3)	1.1
Net cash used in investing activities	(30.3)	(72.4)
Cash flows from financing activities:
Principal payments on long-term debt	(1.0)	(1.1)
Dividends paid	(16.6)	(15.1)
Proceeds received from stock option exercises	0.1	1.1
Excess tax benefits from equity compensation awards	0.3	1.1
Net cash used in financing activities	(17.2)	(14.0)
Effect of exchange rate changes on cash and cash equivalents	3.9	2.1
Net change in cash and cash equivalents	53.3	86.5
Cash and cash equivalents, beginning of the year	130.3	91.1
Cash and cash equivalents, end of period	183.6	177.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	2.8	3.4
Income taxes paid, net of refunds	15.9	18.8
In connection with the acquisition of Big Quill Resources, Inc. in January 2011, the Company assumed liabilities as follows (in millions):
Fair value of assets acquired, net of cash acquired [1]		60.0	[1]
Cash paid during the three months ended March 31, 2011	0	(56.8)
Accrued purchase price to be paid		(1.3)
Liabilities assumed		$ 1.9

[1] The Company acquired cash of $2.4 million

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2012

Earnings per Share [Abstract]

Earnings Per Share

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,
	2012			2011
Numerator:
Net earnings	$	39.9		$	56.5
Less: net earnings allocated to participating securities (a)		(0.5	)		(1.0	)
Net earnings available to common shareholders	$	39.4		$	55.5
Denominator (in thousands):
Weighted-average common shares outstanding,shares for basic earnings per share		33,035			32,835
Weighted-average stock options outstanding (b)		23			31
Shares for diluted earnings per share		33,058			32,866
Net earnings per common share, basic	$	1.19		$	1.69
Net earnings per common share, diluted	$	1.19		$	1.69

(a) Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 430,000 and 556,000 for the three months ended 2012 and 2011, 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 743,000 and 722,000 weighted-awards outstanding for the three months ended 2012 and 2011, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.

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Operating Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011		Dec. 31, 2011
Segment Reporting Information [Line Items]
Sales to external customers	$ 315.3		$ 390.6
Intersegment sales	0		0
Shipping and handling cost	93.5		114.7
Operating earnings (loss)	61.4		84.6
Depreciation, depletion and amortization	15.7		16.4
Total assets	1,230.3		1,132.6		1,205.5
Salt [Member]
Segment Reporting Information [Line Items]
Sales to external customers	254.3		332.4
Intersegment sales	0.2		0.2
Shipping and handling cost	86.0		106.9
Operating earnings (loss)	52.4		77.2
Depreciation, depletion and amortization	9.6		10.3
Total assets	754.6		738.1
Specialty Fertilizer [Member]
Segment Reporting Information [Line Items]
Sales to external customers	58.5		55.4
Intersegment sales	0.4		0.1
Shipping and handling cost	7.5		7.8
Operating earnings (loss)	20.7		19.3
Depreciation, depletion and amortization	5.2		4.9
Total assets	399.6		334.6
Corporate & Other [Member]
Segment Reporting Information [Line Items]
Sales to external customers	2.5	[1]	2.8	[1]
Intersegment sales	(0.6)	[1]	(0.3)	[1]
Shipping and handling cost	0	[1]	0	[1]
Operating earnings (loss)	(11.7)	[1]	(11.9)	[1]
Depreciation, depletion and amortization	0.9	[1]	1.2	[1]
Total assets	$ 76.1	[1]	$ 59.9	[1]

[1] Corporate and Others 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 segment

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Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 183.6	$ 130.3
Receivables, less allowance for doubtful accounts of $1.9 in 2012 and $2.4 in 2011	120.6	158.8
Inventories	187.2	207.2
Deferred income taxes, net	7.2	7.2
Other	10.4	12.3
Total current assets	509.0	515.8
Property, plant and equipment, net	599.2	573.4
Intangible assets, net	58.4	57.5
Other	63.7	58.8
Total assets	1,230.3	1,205.5
Current liabilities:
Current portion of long-term debt	155.5	156.0
Accounts payable	61.2	86.8
Accrued expenses	67.0	59.2
Accrued salaries and wages	13.4	17.3
Income taxes payable	5.4	6.6
Accrued interest	2.9	0.9
Total current liabilities	305.4	326.8
Long-term debt, net of current portion	326.2	326.7
Deferred income taxes, net	72.9	70.7
Other noncurrent liabilities	36.2	34.7
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	39.4	37.4
Treasury stock, at cost - 2,296,689 shares at March 31, 2012 and 2,344,060 shares at December 31, 2011	(4.4)	(4.5)
Retained earnings	395.8	372.5
Accumulated other comprehensive income	58.4	40.8
Total stockholders' equity	489.6	446.6
Total liabilities and stockholders' equity	$ 1,230.3	$ 1,205.5

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Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) [Abstract]
Unrealized gain (loss) from change in pension obligations, Tax	$ 0	$ 0.1
Unrealized gain (loss) on cash flow hedges, Tax	$ 0.1	$ (0.9)

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Property,Plant and Equipment,Net (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,138.4	$ 1,082.2
Less accumulated depreciation and depletion	(539.2)	(508.8)
Property, plant and equipment, net	599.2	573.4
Land, Buildings and Structures and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	282.5	275.9
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	563.9	541.8
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21.6	21.3
Mineral Interests [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	177.4	174.4
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 93.0	$ 68.8

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Earnings per Share

3 Months Ended

Mar. 31, 2012

Earnings per Share [Abstract]

Earnings per Share

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,
	2012			2011
Numerator:
Net earnings	$	39.9		$	56.5
Less: net earnings allocated to participating securities (a)		(0.5	)		(1.0	)
Net earnings available to common shareholders	$	39.4		$	55.5
Denominator (in thousands):
Weighted-average common shares outstanding,shares for basic earnings per share		33,035			32,835
Weighted-average stock options outstanding (b)		23			31
Shares for diluted earnings per share		33,058			32,866
Net earnings per common share, basic	$	1.19		$	1.69
Net earnings per common share, diluted	$	1.19		$	1.69

(a) Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 430,000 and 556,000 for the three months ended 2012 and 2011, 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 743,000 and 722,000 weighted-awards outstanding for the three months ended 2012 and 2011, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.

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Goodwill and Intangible Assets, Net (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended
	Jan. 31, 2011	Mar. 31, 2012	Mar. 31, 2011
Goodwill and Intangible Assets, Net [Abstract]
Acquired the stock of Big Quill Resources	$ 58.1	$ 0	$ 56.8
Acquired Indefinite-lived Intangible Assets [Line Items]
Aggregate amortization expense		0.5	0.5
Water Rights [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		5.2
Trade Name [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		$ 0.7
KCI Supply Agreement
Finite-Lived Intangible Assets [Line Items]
Average useful life (in years)		50
SOP Production Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Average useful life (in years)		25
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Average useful life, minimum (in years)		7
Average useful life, maximum (in years)		10

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Inventories [Abstract]

Inventories

Inventories consist of the following (in millions):

	March 31,		December 31,
	2012		2011
Finished goods	$	144.6	$	169.4
Raw materials and supplies		42.6		37.8
Total inventories	$	187.2	$	207.2

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Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) In Millions	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]	Total
Balance at Dec. 31, 2011	$ 0.4	$ 37.4	$ (4.5)	$ 372.5	$ 40.8	$ 446.6
Dividends on common stock				(16.6)		(16.6)
Shares issued for restricted stock units		(0.1)	0.1			0
Stock options exercised		0.1	0			0.1
Income tax benefits from equity awards		0.3				0.3
Stock-based compensation		1.7				1.7
Comprehensive income				39.9	17.6	57.5
Balance at Mar. 31, 2012	$ 0.4	$ 39.4	$ (4.4)	$ 395.8	$ 58.4	$ 489.6

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Consolidated Balance Sheets (Unaudited ) (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Allowance for doubtful accounts	$ 1.9	$ 2.4
Stockholders' equity:
Common Stock, par or stated value per share (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	200,000,000	200,000,000
Common Stock, shares issued (in shares)	35,367,264	35,367,264
Treasury stock, shares (in shares)	2,296,689	2,344,060

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

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.”

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.

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Document And Entity Information (USD $)	3 Months Ended
	Mar. 31, 2012	Apr. 25, 2012	Jun. 30, 2011
Entity Registrant Name	COMPASS MINERALS INTERNATIONAL INC
Entity Central Index Key	0001227654
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,831,815,321
Entity Common Stock, Shares Outstanding		33,070,575
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012

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Operating Segments

3 Months Ended

Mar. 31, 2012

Operating Segments [Abstract]

Operating Segments

10.  Operating Segments:

The results of operations and financial position for Big Quill Resources have been included in the Company's specialty fertilizer segment from the date of the acquisition in January 2011.  Segment information is as follows (in millions):

	Three Months Ended March 31, 2012
			Specialty		Corporate
	Salt		Fertilizer		and Other (a)			Total
Sales to external customers	$	254.3	$	58.5	$	2.5		$	315.3
Intersegment sales		0.2		0.4		(0.6	)		-
Shipping and handling cost		86.0		7.5		-			93.5
Operating earnings (loss)		52.4		20.7		(11.7	)		61.4
Depreciation, depletion and amortization		9.6		5.2		0.9			15.7
Total assets		754.6		399.6		76.1			1,230.3

	Three Months Ended March 31, 2011
			Specialty		Corporate
	Salt		Fertilizer		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

 (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.

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Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Operations (Unaudited) [Abstract]
Sales	$ 315.3	$ 390.6
Shipping and handling cost	93.5	114.7
Product cost	139.0	168.3
Gross profit	82.8	107.6
Selling, general and administrative expenses	21.4	23.0
Operating earnings	61.4	84.6
Other expense:
Interest expense	5.0	5.7
Other, net	1.6	0.6
Earnings before income taxes	54.8	78.3
Income tax expense	14.9	21.8
Net earnings	$ 39.9	$ 56.5
Basic net earnings per common share	$ 1.19	$ 1.69
Diluted net earnings per common share	$ 1.19	$ 1.69
Weighted-average common shares outstanding (in thousands):
Basic	33,035	32,835
Diluted	33,058	32,866
Cash dividends per share	$ 0.495	$ 0.45

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Property, Plant and Equipment, Net

3 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

4.  Property, Plant and Equipment, Net:

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

	March 31,			December 31,
	2012			2011
Land, buildings and structures and leasehold improvements	$	282.5		$	275.9
Machinery and equipment		563.9			541.8
Office furniture and equipment		21.6			21.3
Mineral interests		177.4			174.4
Construction in progress		93.0			68.8
		1,138.4			1,082.2
Less accumulated depreciation and depletion		(539.2	)		(508.8	)
Property, plant and equipment, net	$	599.2		$	573.4

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Inventories

3 Months Ended

Mar. 31, 2012

Inventories [Abstract]

Inventories

3.  Inventories:

Inventories consist of the following (in millions):

	March 31,		December 31,
	2012		2011
Finished goods	$	144.6	$	169.4
Raw materials and supplies		42.6		37.8
Total inventories	$	187.2	$	207.2

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Goderich Tornado (Tables)

3 Months Ended

Mar. 31, 2012

Goderich Tornado [Abstract]

Goderich Tornado Costs Incurred and Insurance Recoveries

For the quarter ended March 31, 2012, the impairment and clean-up and restoration costs incurred and insurance recoveries recognized in the consolidated statements of operations are as follows (in millions):

	For the Quarter  Ended
	March 31, 2012
Product cost:
Property, plant and equipment impairment charges	$	-
Site clean-up and restoration costs		5.9
Estimated insurance recoveries recognized		(5.9	)
Net impact on product cost excluding business interruption	$	-

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Stockholders' Equity and Equity Instruments

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY AND EQUITY INSTRUMENTS [Abstract]

Stockholders' Equity and Equity Instruments

11.  Stockholders' Equity and Equity Instruments:

On March 12, 2012, the Company granted 89,151 stock options, 39,457 restricted stock units (“RSUs”) and 23,553 performance stock units (“PSUs”) to certain employees under its 2005 Incentive Award Plan.  The Company's closing stock price on the grant date of $71.69 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 2012 grant is calculated based upon a one-year performance period beginning in 2012 and ending in 2014, 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 2012 is included in the table below. The weighted-average grant date fair value of these options was $22.92.

	Range
Fair value of options granted	$21.85 - $23.33
Exercise price	$71.69
Expected term (years)	3 - 6
Expected volatility	44.4% - 47.9%
Dividend yield	2.5%
Risk-free rate of return	0.7% - 1.1%

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 2012 is $74.49 per unit.

During the three months ended March 31, 2012, the Company reissued 4,636 shares of treasury stock related to the exercise of stock options, 42,439 shares related to the release of RSUs which vested and 296 shares related to a stock payment.  The Company recorded additional tax benefits of $0.3 million from its equity compensation awards as additional paid-in capital during the first quarter of 2012. During the three months ended March 31, 2012 and 2011, the Company recorded $1.7 million of compensation expense in each period 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, 2012.

	Stock Options					RSUs					PSUs(a)
				Weighted-average					Weighted-average				Weighted-average
	Number			exercise price		Number			fair value		Number		fair value
Outstanding at December 31, 2011		520,530		$	57.94		109,264		$	73.35		25,398	$	91.99
Granted		89,151			71.69		39,457			71.69		23,553		74.49
Exercised (b)		(4,636	)		26.17		-			-		-		-
Released from restriction (b)		-			-		(42,439	)		58.99		-		-
Cancelled/Expired		-			-		-			-		-		-
Outstanding at March 31, 2012		605,045		$	60.21		106,282		$	76.47		48,951	$	83.57

(a) PSUs are initially included in the table at the 100% attainment level at their grant date and at that level represent one share per unit.  The number of shares that will be ultimately issued are based upon the PSUs earned.  The 2010 PSU grant has earned 103% of its target through the first two performance periods.  The 2011 PSU grant earned 0% in its first performance period.  PSUs may earn between 0% and 150% in each performance period.

(b) 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 loss on natural gas 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, 2012 are as follows (in millions):

	Balance						Balance
	December 31,			2012			March 31,
	2011			Change			2012
Unrealized gain (loss) on net pension obligations	$	(5.3	)	$	0.2		$	(5.1	)
Unrealized loss on cash flow hedges		(3.4	)		(0.1	)		(3.5	)
Cumulative foreign currency translation adjustment		49.5			17.5			67.0
Accumulated other comprehensive income	$	40.8		$	17.6		$	58.4

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.

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Long-term Debt

3 Months Ended

Mar. 31, 2012

Long-term Debt (Tables) [Abstract]

Long-term Debt

7.  Long-term Debt:

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

	March 31,			December 31,
	2012			2011
Term Loan due December 2012	$	98.0		$	98.3
Incremental Term Loan due December 2012		55.2			55.3
Extended Term Loan due January 2016		230.5			231.1
Revolving Credit Facility due October 2015		-			-
8% Senior Notes due June 2019		98.0			98.0
		481.7			482.7
Less current portion		(155.5	)		(156.0	)
Long-term debt	$	326.2		$	326.7

The Term Loan and Incremental Term Loan are secured by substantially all existing and future assets of the Company's subsidiaries.

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Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets, Net [Abstract]

Goodwill and Intangible Assets, Net

5.  Goodwill and Intangible Assets, Net:

In January 2011, the Company acquired the stock of Big Quill Resources, Inc. (“Big Quill Resources”), Canada's leading producer of SOP, in an all-cash transaction for $58.1 million. Big Quill Resources produces high-purity SOP through a facility located on Big Quill Lake in Saskatchewan, Canada.  The acquisition was accounted for as a business combination in accordance with U.S. GAAP.  The Company engaged an independent third-party expert to assist in the valuations utilized for the purchase price allocation.  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 potassium chloride (“MOP” or “KCl”) as a raw material used in the SOP manufacturing process through a long-term supply agreement.

In addition to the Big Quill Resources supply agreement, intangible assets consist of purchased rights to produce SOP, water rights, a tradename and customer relationships.  The supply agreement, SOP production rights and customer relationships are being amortized over 50 years, 25 years and 7-10 years, respectively.  The water rights and tradename have an indefinite life and have a value of $5.2 million and $0.7 million, respectively.  None of the intangible assets with finite lives have a residual value.  Aggregate amortization expense was $0.5 million for both the three months ended March 31, 2012 and 2011.

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Taxes [Abstract]

Income Taxes

6.  Income Taxes:

Income tax expense for the first quarter of 2012 was $14.9 million, a decrease of $6.9 million compared to $21.8 million for the first quarter of 2011.  The Company's effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, domestic manufacturing deductions, and interest expense recognition differences for book and tax purposes.

At March 31, 2012 and December 31, 2011, the Company had approximately $6.1 million and $5.8 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, 2012 and December 31, 2011, the Company's valuation allowance was $1.4 million and $1.5 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.

Canadian tax authorities have issued tax reassessments for years 2002-2006 which are under audit, totaling approximately $59.7 million, including interest through March 2012, challenging tax positions claimed by one of the Company's Canadian subsidiaries. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute.  There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts reserved for such disputes by the Company.  In connection with this dispute, local regulations require us to post security with the tax authority until the dispute is resolved.  The Company and the tax authority have agreed that the Company would post collateral in the form of a $34.9 million performance bond and make cash payments of approximately $24.8 million.  Of these cash payments, the Company has paid $17.2 million and it has agreed to pay an additional $3.4 million in 2012 with the remaining balance to be paid after 2012.  The Company will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by the Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.

In addition, the Company has recently been notified by a Canadian taxing authority that the authority intends to reassess the Company for periods which have already been settled by agreement between the Company, the Canadian taxing authority and the U.S. taxing authorities.  We have fully complied with the agreement since entering into it and we believe this threatened action is highly unusual.  We intend to seek to enforce the contract which provided the basis upon which our tax returns were previously filed and settled, should that be necessary. It is not possible to reasonably estimate the exposure at this time. However, we currently expect the outcome of this matter will not have a material impact on our results of operations or financial condition.

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U.K. Pension Plan

3 Months Ended

Mar. 31, 2012

U.K. Pension Plan [Abstract]

U.K. Pension Plan

8.  U.K. Pension Plan:

The components of net periodic benefit cost related to its U.K. defined benefit pension plan for the three months ended March 31, 2012 and 2011 are as follows (in millions):

	Three Months Ended
	March 31,
	2012			2011
Interest cost on projected benefit obligation	$	0.7		$	1.0
Expected return on plan assets		(0.7	)		(0.9	)
Net amortization		0.2			0.5
Net pension expense	$	0.2		$	0.6

During the first quarter of 2012, the Company made $0.8 million of contributions to its U.K. defined benefit pension plan.

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Inventories [Abstract]
Finished goods	$ 144.6	$ 169.4
Raw materials and supplies	42.6	37.8
Total inventories	$ 187.2	$ 207.2

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

13.  Fair Value Measurements:

As required, the Company's financial instruments are measured and reported at their estimated fair value on a recurring basis.  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 on a recurring basis.  The Company has utilized derivative instruments to manage its risk of changes in natural gas prices.  The fair value of the natural gas derivative instruments are determined using market data of forward prices for all of the Company's contracts.  The estimated fair values for each type of instrument which are measured on a recurring basis are presented below (in millions).

	March 31, 2012			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.8		$	6.8		$	-		$	-
Total Assets	$	6.8		$	6.8		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.8	)	$	(6.8	)	$	-		$	-
Derivatives – natural gas instruments		(5.6	)		-			(5.6	)		-
Total Liabilities	$	(12.4	)	$	(6.8	)	$	(5.6	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

	December 31, 2011			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	6.3		$	6.3		$	-		$	-
Total Assets	$	6.3		$	6.3		$	-		$	-
Liability Class:
Liabilities related to non-qualified savings plan	$	(6.3	)	$	(6.3	)	$	-		$	-
Derivatives – natural gas instruments		(5.5	)		-			(5.5	)		-
Total Liabilities	$	(11.8	)	$	(6.3	)	$	(5.5	)	$	-

(a) Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 30% in blended funds.

Cash and cash equivalents, accounts receivable (net of allowance for bad debts) and payables are carried at cost, which approximates fair value due to their liquid and short-term nature. The Company's investments related to its nonqualified retirement plan of $6.8 million and $6.3 million as of March 31, 2012 and December 31, 2011, respectively, are stated at fair value based on quoted market prices.  As of March 31 2012, the estimated fair value of the fixed-rate 8% Senior Notes, based on available trading information, totaled $108.4 million (level 2) compared with the aggregate principal amount at maturity of $100 million. The fair value at March 31, 2012 of amounts outstanding under the Credit Agreement, based upon available bid information received from the Company's lender, totaled approximately $374.2 million (level 2) compared with the aggregate principal amount at maturity of $383.7 million.

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Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2012

Long-term Debt (Tables) [Abstract]

Long-Term Debt

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

	March 31,			December 31,
	2012			2011
Term Loan due December 2012	$	98.0		$	98.3
Incremental Term Loan due December 2012		55.2			55.3
Extended Term Loan due January 2016		230.5			231.1
Revolving Credit Facility due October 2015		-			-
8% Senior Notes due June 2019		98.0			98.0
		481.7			482.7
Less current portion		(155.5	)		(156.0	)
Long-term debt	$	326.2		$	326.7

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Stockholders' Equity and Equity Instruments (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Range of Estimates and Calculated Fair Values [Abstract]
Lower limit of fair value of options granted (per share)	$ 21.85
Upper limit of fair value of options granted (per share)	$ 23.33
Exercise price	$ 71.69
Lower limit of expected term (in years)	3
Upper limit of expected term (in years)	6
Lower limit of expected volatility (in hundredths)	44.40%
Upper limit of expected volatility (in hundredths)	47.90%
Dividend yield (in hundredths)	2.50%
Risk-free rate of return lower limit (in hundredths)	0.70%
Risk-free rate of return upper limit (in hundredths)	1.10%
Stock option activity [Roll Forward]
Weighted-average grant date fair value of options (in dollars per share)	$ 22.92
Reissued shares of treasury stocks related to a stock payment (in shares)	296
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive income, beginning balance	$ 40.8
Change in period	17.6
Accumulated other comprehensive income, ending balance	58.4
Unrealized Gain (Loss) on Net Pension Obligations [Member]
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive income, beginning balance	(5.3)
Change in period	0.2
Accumulated other comprehensive income, ending balance	(5.1)
Unrealized Loss on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive income, beginning balance	(3.4)
Change in period	(0.1)
Accumulated other comprehensive income, ending balance	(3.5)
Cumulative Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive income, beginning balance	49.5
Change in period	17.5
Accumulated other comprehensive income, ending balance	67.0
Stock Options [Member]
Stock option activity [Roll Forward]
Outstanding, beginning of period (in shares)	520,530
Granted (in shares)	89,151
Exercised (b) (in shares)	(4,636)	[1]
Released from restriction (b) (in shares)	0	[1]
Cancelled/Expired (in shares)	0
Outstanding, end of period (in shares)	605,045
Weighted-average exercise price, beginning of period (in dollars per share)	$ 57.94
Weighted-average exercise price, Granted (in dollars per share)	$ 71.69
Weighted-average exercise price, Exercised (b) (in dollars per share)	$ 26.17	[1]
Weighted-average exercise price, Released from restriction (b) (in dollars per share)	$ 0	[1]
Weighted-average exercise price, Cancelled/Expired (in dollars per share)	$ 0
Weighted-average exercise price, end of period (in dollars per share)	$ 60.21
Award vesting period	4Y
Options expiration period	7Y
Additional tax benefits from equity compensation awards recorded as additional paid-in capital	0.3
Compensation expense recorded during period pursuant to stock-based compensation plans	$ 1.7		$ 1.7
Reissued shares of treasury stock (in shares)	4,636
RSUs [Member]
Stock option activity [Roll Forward]
Outstanding, beginning of period (in shares)	109,264
Granted (in shares)	39,457
Exercised (b) (in shares)	0	[1]
Released from restriction (b) (in shares)	(42,439)	[1]
Cancelled/Expired (in shares)	0
Outstanding, end of period (in shares)	106,282
Weighted-average exercise price, beginning of period (in dollars per share)	$ 73.35
Weighted-average exercise price, Granted (in dollars per share)	$ 71.69
Weighted-average exercise price, Exercised (b) (in dollars per share)	$ 0	[1]
Weighted-average exercise price, Released from restriction (b) (in dollars per share)	$ 58.99	[1]
Weighted-average exercise price, Cancelled/Expired (in dollars per share)	$ 0
Weighted-average exercise price, end of period (in dollars per share)	$ 76.47
Award vesting period	3Y
Reissued shares of treasury stock (in shares)	42,439
PSUs [Member]
Stock option activity [Roll Forward]
Outstanding, beginning of period (in shares)	25,398	[1]
Granted (in shares)	23,553	[1]
Exercised (b) (in shares)	0	[1],[2]
Released from restriction (b) (in shares)	0	[1],[2]
Cancelled/Expired (in shares)	0	[1]
Outstanding, end of period (in shares)	48,951	[1]
Weighted-average exercise price, beginning of period (in dollars per share)	$ 91.99	[1]
Weighted-average exercise price, Granted (in dollars per share)	$ 74.49	[1]
Weighted-average exercise price, Exercised (b) (in dollars per share)	$ 0	[1],[2]
Weighted-average exercise price, Released from restriction (b) (in dollars per share)	$ 0	[1],[2]
Weighted-average exercise price, Cancelled/Expired (in dollars per share)	$ 0	[1]
Weighted-average exercise price, end of period (in dollars per share)	$ 83.57	[1]
Award vesting period	3Y
Number of tranches	3
Performance period for each tranche (in years)	1Y
Minimum percentage of earnings (in hundredths)	0.00%
Maximum percentage of earnings (in hundredths)	150.00%
Fair value measurement method	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.
Attainment level of PSU at grant date (in hundredths)	100.00%
PSU at grant date (in dollars per unit)	$ 1
PSUs [Member] | 2011 Grant [Member]
Stock option activity [Roll Forward]
Percentage of earnings (in hundredths)	0.00%
Number of performance periods	1
PSUs [Member] | 2010 Grant [Member]
Stock option activity [Roll Forward]
Percentage of earnings (in hundredths)	103.00%
Number of performance periods	2

[1] PSUs are initially included in the table at the 100% attainment level at their grant date and at that level represent one share per unit. The number of shares that will be ultimately issued are based upon the PSUs earned. The 2010 PSU grant has earned 103% of its target through the first two performance periods. The 2011 PSU grant earned 0% in its first performance period. PSUs may earn between 0% and 150% in each performance period.

[2] Common stock issued for exercised options and RSUs released from restriction were issued from treasury stock.

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) [Abstract]
Net earnings	$ 39.9	$ 56.5
Other comprehensive income:
Unrealized gain (loss) from change in pension obligations, net of tax of $(0.0) and $0.1 in 2012 and 2011	0.2	(0.4)
Unrealized gain (loss) on cash flow hedges, net of tax of $0.1 and $(0.9) in 2012 and 2011	(0.1)	1.5
Cumulative translation adjustment	17.5	11.9
Comprehensive income	$ 57.5	$ 69.5

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Goderich Tornado

3 Months Ended

Mar. 31, 2012

Goderich Tornado [Abstract]

Goderich Tornado

2. Goderich Tornado:

On August 21, 2011, a tornado struck the Company's salt mine and its salt mechanical evaporation plant, both located in Goderich, Ontario.  There was no damage to the underground operations at the mine.  However, some of the mine's surface structures and the evaporation plant incurred significant damage which temporarily ceased production at both facilities.  The Company resumed production and shipping activities, on a reduced basis, at the Goderich mine in early September 2011 and regained full hoisting capability in April 2012.  The evaporation plant resumed limited activities in late September 2011 and reached full capacity by the end of the first quarter of 2012.

The Company maintains comprehensive property and casualty insurance, including business interruption, which is expected to provide substantial coverage for the losses that have and will occur at these facilities related to the tornado. The Company made an estimate of the impairment of its property, plant and equipment pertaining to the impacted areas at both of the Goderich facilities.  The Company may need to record additional impairment charges as more information becomes available.  In addition, the Company has incurred clean-up costs related to the storm. The Company expects to be fully reimbursed by its insurers for the replacement and repair costs for its property, plant and equipment and associated clean-up costs incurred.

For the quarter ended March 31, 2012, the impairment and clean-up and restoration costs incurred and insurance recoveries recognized in the consolidated statements of operations are as follows (in millions):

	For the Quarter  Ended
	March 31, 2012
Product cost:
Property, plant and equipment impairment charges	$	-
Site clean-up and restoration costs		5.9
Estimated insurance recoveries recognized		(5.9	)
Net impact on product cost excluding business interruption	$	-

The Company received approximately $25.0 million of insurance advances in the first quarter of 2012.  The Company recorded approximately $5.9 million of insurance advances as a reduction to salt product cost in the consolidated statements of operations and the remaining balance of approximately $19.1 million as deferred revenue in accrued expenses in the consolidated balance sheets as of March 31, 2012.  The Company has classified the $19.1 million of insurance advances in its operating section of the consolidated statements of cash flows in the first quarter of 2012.  In total, the Company has received $50 million of insurance advances since the tornado occurred and recorded approximately $29.6 million of deferred revenue in accrued expenses in its consolidated balance sheets as of March 31, 2012. The remaining $20.4 million of total insurance advances received has been recorded as a reduction to salt product costs in the consolidated statements of operations in 2011 and 2012 to offset recognized impairment charges and site clean-up and restoration costs.  The actual insurance recoveries related to the replacement cost of property, plant and equipment are expected to exceed the net book value of the damaged property, plant and equipment and the related impairment charges of $4.8 million which was recorded in 2011. However, U.S. GAAP limits the recognition of insurance recoveries in the consolidated financial statements to the amount of recognized losses, provided the Company believes the recoveries are probable. Any gains related to the replacement of property, plant and equipment from insurance recoveries will be recorded in product cost in the consolidated statements of operations when all contingencies relating to the insurance claim have been resolved.

The Company expects to have a substantial business interruption claim to offset lost profits and to offset certain additional expenses incurred related to the ongoing operations.  In the first quarter of 2012, the Company has identified approximately $14 million of estimated losses that it believes qualify as recoverable business interruption losses for a total of approximately $30 million of identified estimated losses since the tornado occurred. The amount of actual business interruption recoveries may differ materially from the Company's current and future estimates.  The Company believes the impact of estimated lost sales, lost production and additional expenses that will be incurred related to the tornado will be substantially covered by the Company's insurance policies.  Any insurance recoveries related to business interruption will be recognized as a reduction to product cost in the consolidated statements of operations when the insurance claim has been settled.  The Company has not recognized any reduction to product cost from insurance recoveries related to estimated business interruption losses.

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U.K. Pension Plan (Tables)

3 Months Ended

Mar. 31, 2012

U.K. Pension Plan [Abstract]

U.K. Pension Plan

The components of net periodic benefit cost related to its U.K. defined benefit pension plan for the three months ended March 31, 2012 and 2011 are as follows (in millions):

	Three Months Ended
	March 31,
	2012			2011
Interest cost on projected benefit obligation	$	0.7		$	1.0
Expected return on plan assets		(0.7	)		(0.9	)
Net amortization		0.2			0.5
Net pension expense	$	0.2		$	0.6

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Long-term Debt (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Long-term debt,total	$ 481.7	$ 482.7
Less current portion	(155.5)	(156.0)
Long-term debt	326.2	326.7
Term Loan [Member]
Debt Instrument [Line Items]
Long-term debt,total	98.0	98.3
Incremental Term Loan [Member]
Debt Instrument [Line Items]
Long-term debt,total	55.2	55.3
Extended Term Loan [Member]
Debt Instrument [Line Items]
Long-term debt,total	230.5	231.1
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt,total	0	0
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt,total	$ 98.0	$ 98.0

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2012

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

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 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, 2012, 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, 2012 and December 31, 2011 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, 2012, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through September 2014.  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, 2012 and December 31, 2011, the Company had agreements in place to hedge forecasted natural gas purchases of 2.3 and 2.9 million MMBtus, respectively.

As of March 31, 2012, the Company expects to reclassify from accumulated other comprehensive income to earnings during the next twelve months approximately $4.8 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, 2012 and December 31, 2011 (in millions):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	March 31,  2012		Balance Sheet Location	March 31,  2012
Commodity contracts(b)	Other current assets	$	0.2	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.2		$	5.9

(a) As of March 31, 2012, the Company has commodity hedge agreements with three 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 one counterparty.

(b) The Company has master netting agreements with its counterparties and accordingly has netted approximately $0.2 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments(a):	Balance Sheet Location	December 31, 2011		Balance Sheet Location	December 31, 2011
Commodity contracts(b)	Other current assets	$	0.3	Accrued expenses	$	5.0
Commodity contracts	Other assets		-	Other noncurrent liabilities		0.9
Total derivatives designated as hedging instruments		$	0.3		$	5.9

(a) The Company has commodity hedge agreements with three counterparties.  All of the amounts recorded as liabilities for the Company's commodity contracts are payable almost entirely 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 in its consolidated balance sheets approximately $0.3 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, 2012 and 2011 (in millions):

		Three Months Ended March 31, 2012
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)
Commodity contracts	Product cost	$	2.1	$	(2.0	)
Total		$	2.1	$	(2.0	)

		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	Product cost		0.1		(1.9	)
Total		$	0.1	$	(2.5	)

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.

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.