Delaware
|
36-3972986
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
9900 West 109
th
Street, Suite 100
|
66210
|
Overland Park, Kansas
|
(Zip Code)
|
(Address of principal executive offices)
|
Title of each class
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
Preferred Stock Purchase Rights
|
New York Stock Exchange
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
Yes
R
No
o
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
Yes
o
No
R
|
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
o
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Yes
R
No
o
|
Large accelerated filer
R
|
Accelerated filer
o
|
||
Non-accelerated filer
o
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Yes
o
No
R
|
Document
|
Parts into which Incorporated
|
|
Portions of the Proxy Statement for the Annual Meeting of
|
Part III, Items 10, 11, 12, 13 and 14
|
|
Stockholders to be held May 9, 2012 (Proxy Statement)
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
PART I
|
Page No.
|
|
Item 1.
|
3
|
|
Item 1A.
|
14
|
|
Item 1B.
|
23
|
|
Item 2.
|
23
|
|
Item 3.
|
23
|
|
Item 4.
|
24
|
|
PART II
|
||
Item 5.
|
26
|
|
Item 6.
|
27
|
|
Item 7.
|
28
|
|
Item 7A.
|
40
|
|
Item 8.
|
42
|
|
Item 9.
|
73
|
|
Item 9A.
|
73
|
|
Item 9B.
|
73
|
|
PART III
|
||
Item 10.
|
74
|
|
Item 11.
|
74
|
|
Item 12.
|
74
|
|
Item 13.
|
74
|
|
Item 14.
|
74
|
|
PART IV
|
||
Item 15.
|
75
|
|
81
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
|
·
|
domestic and international general business and economic conditions;
|
|
·
|
uninsured risks and hazards of mining, including acts of nature;
|
|
·
|
governmental policies affecting the highway maintenance programs, consumer and industrial industry or agricultural industry in localities where we or our customers operate;
|
|
·
|
weather conditions;
|
|
·
|
the impact of competitive products;
|
|
·
|
pressure on prices realized by us for our products;
|
|
·
|
constraints on supplies of raw materials used in manufacturing certain of our products, or the price or lack of availability of transportation services;
|
|
·
|
our ability to attract and retain skilled personnel or avoid a disruption in our workforce;
|
|
·
|
capacity constraints limiting the production of certain products;
|
|
·
|
difficulties or delays in the development, production, testing and marketing of products;
|
|
·
|
difficulties or delays in receiving 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 indebtedness and interest rates;
|
|
·
|
foreign exchange rates and fluctuations in those rates;
|
|
·
|
the costs and effects of legal proceedings, including environmental and administrative proceedings involving us;
|
|
·
|
agricultural economics, customer expectations about future potash market prices and customer application rates;
|
|
·
|
credit and capital markets, including the risk of customer and counterparty defaults and declining credit availability;
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
|
·
|
changes in tax laws or estimates; and
|
|
·
|
other risk factors included in this Form 10-K and reported from time to time in our filings with the Securities and Exchange Commission (“SEC”). See “Where You Can Find More Information.”
|
BUSINESS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Location
|
Annual
Production
Capacity
(tons)
|
Product Type
|
|||
North America
|
|||||
Goderich, Ontario Mine
|
9,000,000 |
Rock Salt
|
|||
Cote Blanche, Louisiana Mine
|
3,400,000 |
Rock Salt
|
|||
Ogden, Utah:
|
|||||
Salt
(a)
|
1,500,000 |
Solar Salt
|
|||
Magnesium Chloride
(b)
|
700,000 |
Magnesium Chloride
|
|||
Lyons, Kansas Plant
|
450,000 |
Evaporated Salt
|
|||
Unity, Saskatchewan Plant
|
175,000 |
Evaporated Salt
|
|||
Goderich, Ontario Plant
|
175,000 |
Evaporated Salt
|
|||
Amherst, Nova Scotia Plant
|
120,000 |
Evaporated Salt
|
|||
United Kingdom
|
|||||
Winsford, Cheshire Mine
|
1,500,000 |
Rock Salt
|
(a)
|
Solar salts deposited annually substantially exceed the amount converted into finished products. The amount presented here represents an approximate average amount produced based on recent market demand.
|
(b)
|
The magnesium chloride amount includes both brine and flake.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Location
|
Annual Packaging
Capacity (tons)
|
|||
Kenosha, Wisconsin
|
150,000 | |||
Chicago, Illinois
|
150,000 | |||
Duluth, Minnesota
|
100,000 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Year Ended December 31,
|
||||||
2011
|
2010
|
2009
|
||||
(thousands of tons)
|
Tons
|
%
|
Tons
|
%
|
Tons
|
%
|
U.S.
|
241
|
70
|
228
|
63
|
118
|
77
|
Export
(a)
|
103
|
30
|
134
|
37
|
35
|
23
|
Total
|
344
|
100
|
362
|
100
|
153
|
100
|
(a)
|
Export sales include product sold to foreign customers at U.S. ports.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Land and Related Surface Rights
|
Mineral Reserves
|
|||||
Location
|
Use
|
Owned/
Leased
|
Expiration
of Lease
|
Owned/
Leased
|
Expiration
of
Lease
|
|
Cote Blanche, Louisiana
|
Rock salt production facility
|
Leased
|
2060
|
Leased
|
2060
|
|
Lyons, Kansas
|
Evaporated salt production facility
|
Owned
|
N/A
|
Owned
|
N/A
|
|
Ogden, Utah
|
SOP, solar salt and magnesium
chloride production facility
|
Owned
|
N/A
|
Leased
|
(1)
|
|
Wynyard, Saskatchewan, Canada
|
SOP production facility
|
Owned
(2)
|
N/A
|
Leased
|
N/A
|
|
Amherst, Nova Scotia, Canada
|
Evaporated salt production facility
|
Owned
|
N/A
|
Leased
|
2023
(3)
|
|
Goderich, Ontario, Canada
|
Rock salt production facility
|
Owned
|
N/A
|
Leased
|
2022
(3)
|
|
Goderich, Ontario, Canada
|
Evaporated salt production facility
|
Owned
|
N/A
|
Owned
|
N/A
|
|
Unity, Saskatchewan, Canada
|
Evaporated salt production facility
|
Owned
|
N/A
|
Leased
|
2016/2030
(4)
|
|
Winsford, Cheshire, United Kingdom
|
Rock salt production facility; records management
|
Owned
|
N/A
|
Owned
|
N/A
|
|
London, United Kingdom
|
Records management
|
Leased
|
2025
(5)
|
N/A
|
N/A
|
|
Overland Park, Kansas
|
Corporate headquarters
|
Leased
|
2020
|
N/A
|
N/A
|
(1)
|
The Ogden lease renews on an annual basis.
|
(2)
|
The Wynyard location also leases two parcels of land which will expire in 2016.
|
(3)
|
Subject to our right of renewal through 2043.
|
(4)
|
Consists of two leases expiring in 2016 and 2030 subject to our right of renewal through 2037 and 2051, respectively.
|
(5)
|
Consists of two leases both expiring in 2025.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
RISK FACTORS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
·
|
changes in currency exchange rates;
|
·
|
exchange controls;
|
·
|
tariffs, other trade protection measures and import or export licensing requirements;
|
·
|
potentially negative consequences from changes in tax laws;
|
·
|
differing labor regulations;
|
·
|
requirements relating to withholding taxes on remittances and other payments by subsidiaries;
|
·
|
restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;
|
·
|
restrictions on our ability to repatriate dividends from our subsidiaries; and
|
·
|
changes in regulatory requirements.
|
·
|
it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures and debt service requirements;
|
·
|
it may limit our flexibility in planning for, or reacting to, changes in our business;
|
·
|
we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
|
·
|
it may make us more vulnerable to a downturn in our business or the economy;
|
·
|
it may require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flow for other purposes; and
|
·
|
it may materially and adversely affect our business and financial condition if we are unable to service our indebtedness or obtain additional financing, as needed.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
·
|
incur additional indebtedness or contingent obligations;
|
·
|
pay dividends or make distributions to our stockholders;
|
·
|
repurchase or redeem our stock;
|
·
|
make investments;
|
·
|
grant liens;
|
·
|
enter into transactions with our stockholders and affiliates;
|
·
|
sell assets; and
|
·
|
acquire the assets of, or merge or consolidate with, other companies.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
·
|
our quarterly and annual operating results;
|
·
|
weather conditions that impact our highway and consumer deicing product sales or SOP production levels and product sales;
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
·
|
future announcements concerning our business;
|
·
|
changes in financial estimates and recommendations by securities analysts;
|
·
|
changes and developments affecting internal controls over financial reporting;
|
·
|
actions of competitors;
|
·
|
market and industry perception of our success, or lack thereof, in pursuing our growth strategy;
|
·
|
changes in government and environmental regulation;
|
·
|
changes and developments affecting the salt or potash fertilizer industries;
|
·
|
general market, economic and political conditions; and
|
·
|
natural disasters, terrorist attacks and acts of war.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2
.
|
PROPERTIES
|
LEGAL PROCEEDINGS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
MINE SAFETY DISCLOSURES
|
Name
|
Age
|
Position
|
Angelo C. Brisimitzakis
|
53
|
President, Chief Executive Officer and Director
|
Ronald Bryan
|
59
|
Vice President and General Manager, Specialty Fertilizer
|
Gerald Bucan
|
48
|
Vice President and General Manager, Consumer and Industrial
|
Keith E. Clark
|
56
|
Vice President and General Manager, North American Highway
|
David J. Goadby
|
57
|
Vice President of Strategic Development
|
Rodney L. Underdown
|
45
|
Vice President, Chief Financial Officer, Secretary and Vice President of Compass Minerals UK
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
2011
|
||||||||||||||||
Low
|
$ | 85.35 | $ | 82.49 | $ | 66.78 | $ | 64.80 | ||||||||
High
|
96.29 | 97.61 | 88.28 | 80.50 | ||||||||||||
2010
|
||||||||||||||||
Low
|
$ | 63.04 | $ | 70.28 | $ | 70.68 | $ | 74.64 | ||||||||
High
|
82.35 | 80.22 | 79.49 | 89.66 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
SELECTED FINANCIAL DATA
|
For the Year Ended December 31,
|
||||||||||||||||||||
(Dollars in millions, except share data)
|
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Sales
|
$ | 1,105.7 | $ | 1,068.9 | $ | 963.1 | $ | 1,167.7 | $ | 857.3 | ||||||||||
Shipping and handling cost
|
293.8 | 268.6 | 249.3 | 341.1 | 252.9 | |||||||||||||||
Product cost
(1)
|
437.4 | 433.4 | 316.0 | 429.0 | 352.4 | |||||||||||||||
Depreciation, depletion and amortization
|
64.7 | 52.0 | 43.7 | 41.4 | 40.0 | |||||||||||||||
Selling, general and administrative expenses
|
94.5 | 88.4 | 83.9 | 82.0 | 67.7 | |||||||||||||||
Operating earnings
(2)
|
215.3 | 226.5 | 270.2 | 274.2 | 144.3 | |||||||||||||||
Interest expense
|
21.0 | 22.7 | 25.8 | 41.6 | 54.6 | |||||||||||||||
Net earnings from continuing operations
(2)
|
149.0 | 150.6 | 163.9 | 159.5 | 80.0 | |||||||||||||||
Net earnings available for common stock
(2)
|
146.7 | 147.9 | 160.5 | 156.1 | 78.6 | |||||||||||||||
Share Data:
|
||||||||||||||||||||
Weighted-average common shares outstanding (in thousands):
|
||||||||||||||||||||
Basic
|
32,906 | 32,747 | 32,574 | 32,407 | 32,248 | |||||||||||||||
Diluted
|
32,934 | 32,763 | 32,596 | 32,477 | 32,369 | |||||||||||||||
Net earnings from continuing operations per share:
|
||||||||||||||||||||
Basic
|
$ | 4.46 | $ | 4.52 | $ | 4.93 | $ | 4.82 | $ | 2.44 | ||||||||||
Diluted
|
4.45 | 4.51 | 4.92 | 4.81 | 2.43 | |||||||||||||||
Cash dividends declared per share
|
1.80 | 1.56 | 1.42 | 1.34 | 1.28 | |||||||||||||||
Balance Sheet Data (at year end):
|
||||||||||||||||||||
Total cash and cash equivalents
|
$ | 130.3 | $ | 91.1 | $ | 13.5 | $ | 34.6 | $ | 12.1 | ||||||||||
Total assets
|
1,205.5 | 1,114.3 | 1,003.8 | 822.6 | 820.0 | |||||||||||||||
Total debt
|
482.7 | 486.7 | 490.7 | 495.7 | 606.8 | |||||||||||||||
Other Financial Data:
|
||||||||||||||||||||
Ratio of earnings to fixed charges
(3)
|
8.86 | x | 8.21 | x | 9.08 | x | 5.88 | x | 2.32 | x |
(1)
|
“Product cost” is presented exclusive of depreciation, depletion and amortization.
|
(2)
|
In 2011, the Company’s operating earnings and net earnings were impacted by the effects of a tornado in Goderich, Ontario that occurred in August.
|
(3)
|
For the purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes and fixed charges. Fixed charges consist of interest expense excluding amounts allocated to discontinued operations, including the amortization of deferred debt issuance costs and the interest component of our operating rents.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Salt Sales (in millions)
|
||||||||||||
Salt sales
|
$ | 885.3 | $ | 870.3 | $ | 825.8 | ||||||
Less: salt shipping and handling
|
268.5 | 244.2 | 239.6 | |||||||||
Salt product sales
|
$ | 616.8 | $ | 626.1 | $ | 586.2 | ||||||
Salt Sales Volumes (thousands of tons)
|
||||||||||||
Highway deicing
|
10,235 | 10,008 | 9,608 | |||||||||
Consumer and industrial
|
2,285 | 2,357 | 2,463 | |||||||||
Total tons sold
|
12,520 | 12,365 | 12,071 | |||||||||
Average Salt Sales Price (per ton)
|
||||||||||||
Highway deicing
|
$ | 52.30 | $ | 51.51 | $ | 46.64 | ||||||
Consumer and industrial
|
153.12 | 150.52 | 153.33 | |||||||||
Combined
|
70.71 | 70.38 | 68.41 | |||||||||
Specialty fertilizer ("SOP") sales (in millions)
|
||||||||||||
SOP sales
|
$ | 209.6 | $ | 187.5 | $ | 126.8 | ||||||
Less: SOP shipping and handling
|
25.3 | 24.4 | 9.7 | |||||||||
SOP product sales
|
$ | 184.3 | $ | 163.1 | $ | 117.1 | ||||||
SOP Sales Volumes (thousands of tons)
|
344 | 362 | 153 | |||||||||
SOP Average Price (per ton)
|
$ | 610 | $ | 518 | $ | 828 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Contractual Cash Obligations
|
Total
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
|||||||||||||||||||||
Long-term Debt
|
$ | 484.7 | $ | 156.0 | $ | 2.3 | $ | 2.4 | $ | 2.3 | $ | 221.7 | $ | 100.0 | ||||||||||||||
Interest
(a)
|
90.2 | 18.0 | 14.9 | 14.9 | 14.8 | 8.3 | 19.3 | |||||||||||||||||||||
Operating Leases
(b)
|
54.0 | 10.3 | 8.6 | 6.3 | 5.4 | 3.9 | 19.5 | |||||||||||||||||||||
Unconditional Purchase Obligations
(c)
|
51.5 | 33.2 | 4.7 | 2.0 | 2.1 | 1.9 | 7.6 | |||||||||||||||||||||
Estimated Future Pension
|
||||||||||||||||||||||||||||
Benefit Obligations
(d)
|
61.8 | 2.8 | 2.8 | 2.9 | 2.9 | 3.0 | 47.4 | |||||||||||||||||||||
Total Contractual Cash Obligations
|
$ | 742.2 | $ | 220.3 | $ | 33.3 | $ | 28.5 | $ | 27.5 | $ | 238.8 | $ | 193.8 |
Other Commitments
|
Total
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
|||||||||||||||||||||
Letters of Credit
|
$ | 9.2 | $ | 9.2 | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Performance Bonds
(e)
|
84.5 | 58.5 | 26.0 | - | - | - | - | |||||||||||||||||||||
Total Other Commitments
|
$ | 93.7 | $ | 67.7 | $ | 26.0 | $ | - | $ | - | $ | - | $ | - |
(a)
|
Based on maintaining existing debt balances to maturity. Interest on the Credit Agreement varies with LIBOR. The December 31, 2011 blended rate of 3.7%, including the applicable spread, was used for this calculation.
|
(b)
|
We lease property and equipment under non-cancelable operating leases for varying periods.
|
(c)
|
We have long-term contracts to purchase certain amounts of electricity, and a minimum tonnage of salt under purchase contracts with two suppliers. The price of the salt is dependent on the product purchased and has been estimated based on an average of the prices in effect for the various products at December 31, 2011 and adjusted based upon estimated price increases for years subsequent to 2012.
|
(d)
|
Note 9 to our Consolidated Financial Statements provides additional information.
|
(e)
|
Note 12 to our Consolidated Financial Statements provides additional information.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
For the Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Net earnings
|
$ | 149.0 | $ | 150.6 | $ | 163.9 | ||||||
Interest expense
|
21.0 | 22.7 | 25.8 | |||||||||
Income tax expense
|
48.3 | 44.6 | 73.2 | |||||||||
Depreciation, depletion and amortization
|
64.7 | 52.0 | 43.7 | |||||||||
EBITDA
|
283.0 | 269.9 | 306.6 | |||||||||
Other non-operating expenses:
|
||||||||||||
Fees and premiums paid to redeem debt
|
- | 2.4 | 4.1 | |||||||||
Write-off of unamortized deferred financing fees
|
- | 0.1 | 0.9 | |||||||||
Other (income) expense, net
|
(3.0 | ) | 6.1 | 2.3 | ||||||||
Adjusted EBITDA
|
$ | 280.0 | $ | 278.5 | $ | 313.9 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Description
|
Page
|
||
Reports of Independent Registered Public Accounting Firm
|
43 | ||
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
45 | ||
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2011
|
46 | ||
Consolidated Statements of Comprehensive Income for each of the three years in the period ended
December 31, 2011
|
47 | ||
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended
December 31, 2011
|
48 | ||
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2011
|
49 | ||
Notes to Consolidated Financial Statements
|
50 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Consolidated Balance Sheets
|
||||||||
December 31,
|
||||||||
(In millions, except share data)
|
2011
|
2010
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 130.3 | $ | 91.1 | ||||
Receivables, less allowance for doubtful accounts of $2.4 in 2011 and $2.8 in 2010
|
158.8 | 197.2 | ||||||
Inventories
|
207.2 | 205.0 | ||||||
Deferred income taxes, net
|
7.2 | 13.8 | ||||||
Other
|
12.3 | 14.3 | ||||||
Total current assets
|
515.8 | 521.4 | ||||||
Property, plant and equipment, net
|
573.4 | 533.8 | ||||||
Intangible assets, net
|
57.5 | 18.4 | ||||||
Other
|
58.8 | 40.7 | ||||||
Total assets
|
$ | 1,205.5 | $ | 1,114.3 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$ | 156.0 | $ | 4.2 | ||||
Accounts payable
|
86.8 | 92.5 | ||||||
Accrued expenses
|
59.2 | 54.3 | ||||||
Accrued salaries and wages
|
17.3 | 16.3 | ||||||
Income taxes payable
|
6.6 | 14.4 | ||||||
Accrued interest
|
0.9 | 0.9 | ||||||
Total current liabilities
|
326.8 | 182.6 | ||||||
Long-term debt, net of current portion
|
326.7 | 482.5 | ||||||
Deferred income taxes, net
|
70.7 | 59.8 | ||||||
Other noncurrent liabilities
|
34.7 | 41.6 | ||||||
Commitments and contingencies (Note 12)
|
||||||||
Stockholders' equity:
|
||||||||
Common Stock:
$0.01 par value, authorized shares - 200,000,000; issued shares - 35,367,264
|
0.4 | 0.4 | ||||||
Additional paid-in capital
|
37.4 | 22.7 | ||||||
Treasury stock, at cost - 2,344,060 shares at December 31, 2011 and 2,558,009 shares at December 31, 2010
|
(4.5 | ) | (4.9 | ) | ||||
Retained earnings
|
372.5 | 283.6 | ||||||
Accumulated other comprehensive income
|
40.8 | 46.0 | ||||||
Total stockholders' equity
|
446.6 | 347.8 | ||||||
Total liabilities and stockholders' equity
|
$ | 1,205.5 | $ | 1,114.3 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Consolidated Statements of Operations
|
||||||||||||
For the Year Ended December 31,
|
||||||||||||
(In millions, except share data)
|
2011
|
2010
|
2009
|
|||||||||
Sales
|
$ | 1,105.7 | $ | 1,068.9 | $ | 963.1 | ||||||
Shipping and handling cost
|
293.8 | 268.6 | 249.3 | |||||||||
Product cost
|
502.1 | 485.4 | 359.7 | |||||||||
Gross profit
|
309.8 | 314.9 | 354.1 | |||||||||
Selling, general and administrative expenses
|
94.5 | 88.4 | 83.9 | |||||||||
Operating earnings
|
215.3 | 226.5 | 270.2 | |||||||||
Other (income) expense:
|
||||||||||||
Interest expense
|
21.0 | 22.7 | 25.8 | |||||||||
Other, net
|
(3.0 | ) | 8.6 | 7.3 | ||||||||
Earnings before income taxes
|
197.3 | 195.2 | 237.1 | |||||||||
Income tax expense
|
48.3 | 44.6 | 73.2 | |||||||||
Net earnings
|
$ | 149.0 | $ | 150.6 | $ | 163.9 | ||||||
Basic net earnings per common share
|
$ | 4.46 | $ | 4.52 | $ | 4.93 | ||||||
Diluted net earnings per common share
|
$ | 4.45 | $ | 4.51 | $ | 4.92 | ||||||
Weighted-average common shares outstanding (in thousands):
|
||||||||||||
Basic
|
32,906 | 32,747 | 32,574 | |||||||||
Diluted
|
32,934 | 32,763 | 32,596 | |||||||||
Cash dividends per share
|
$ | 1.80 | $ | 1.56 | $ | 1.42 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Consolidated Statements of Comprehensive Income
|
||||||||||||
For the Year Ended December 31,
|
||||||||||||
(In millions)
|
2011
|
2010
|
2009
|
|||||||||
Net earnings
|
$ | 149.0 | $ | 150.6 | $ | 163.9 | ||||||
Other comprehensive income (loss):
|
||||||||||||
Unrealized gain (loss) from change in pension costs, net of tax of $(3.0), $(0.4) and $4.5 in 2011, 2010 and 2009
|
8.8 | 1.2 | (11.6 | ) | ||||||||
Unrealized gain (loss) on cash flow hedges, net of tax of $(0.8), $0.1 and $(3.5) in 2011, 2010 and 2009
|
1.3 | (0.1 | ) | 5.7 | ||||||||
Cumulative translation adjustment
|
(15.3 | ) | 13.7 | 37.9 | ||||||||
Comprehensive income
|
$ | 143.8 | $ | 165.4 | $ | 195.9 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Consolidated Statements of Stockholders' Equity
|
||||||||||||||||||||||||
(In millions)
|
Common
Stock
|
Additional
Paid-In
Capital
|
Treasury
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total
|
||||||||||||||||||
Balance, December 31, 2008
|
$ | 0.4 | $ | 2.2 | $ | (5.6 | ) | $ | 68.3 | $ | (0.8 | ) | $ | 64.5 | ||||||||||
Comprehensive income
|
163.9 | 32.0 | 195.9 | |||||||||||||||||||||
Dividends on common stock
|
(47.2 | ) | (47.2 | ) | ||||||||||||||||||||
Shares issued related to restricted stock units, net of shares whithheld for employee taxes
|
(1.1 | ) | (1.1 | ) | ||||||||||||||||||||
Income tax benefits from equity awards
|
3.2 | 3.2 | ||||||||||||||||||||||
Stock options exercised
|
2.9 | 0.4 | 3.3 | |||||||||||||||||||||
Stock-based compensation
|
4.5 | 4.5 | ||||||||||||||||||||||
Balance, December 31, 2009
|
$ | 0.4 | $ | 11.7 | $ | (5.2 | ) | $ | 185.0 | $ | 31.2 | $ | 223.1 | |||||||||||
Comprehensive income
|
150.6 | 14.8 | 165.4 | |||||||||||||||||||||
Dividends on common stock
|
(52.0 | ) | (52.0 | ) | ||||||||||||||||||||
Shares issued for restricted stock units
|
(0.1 | ) | 0.1 | - | ||||||||||||||||||||
Income tax benefits from equity awards
|
2.8 | 2.8 | ||||||||||||||||||||||
Stock options exercised
|
3.0 | 0.2 | 3.2 | |||||||||||||||||||||
Stock-based compensation
|
5.3 | 5.3 | ||||||||||||||||||||||
Balance, December 31, 2010
|
$ | 0.4 | $ | 22.7 | $ | (4.9 | ) | $ | 283.6 | $ | 46.0 | $ | 347.8 | |||||||||||
Comprehensive income
|
149.0 | (5.2 | ) | 143.8 | ||||||||||||||||||||
Dividends on common stock
|
(60.1 | ) | (60.1 | ) | ||||||||||||||||||||
Shares issued for restricted stock units
|
(0.1 | ) | 0.1 | - | ||||||||||||||||||||
Income tax benefits from equity awards
|
3.5 | 3.5 | ||||||||||||||||||||||
Stock options exercised
|
4.8 | 0.3 | 5.1 | |||||||||||||||||||||
Stock-based compensation
|
6.5 | 6.5 | ||||||||||||||||||||||
Balance, December 31, 2011
|
$ | 0.4 | $ | 37.4 | $ | (4.5 | ) | $ | 372.5 | $ | 40.8 | $ | 446.6 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Consolidated Statements of Cash Flows
|
||||||||||||
For the Year Ended December 31,
|
||||||||||||
(In millions)
|
2011
|
2010
|
2009
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings
|
$ | 149.0 | $ | 150.6 | $ | 163.9 | ||||||
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
64.7 | 52.0 | 43.7 | |||||||||
Finance fee amortization
|
1.5 | 1.3 | 1.2 | |||||||||
Early extinguishment and refinancing of long-term debt
|
- | 2.5 | 5.0 | |||||||||
Stock-based compensation
|
6.5 | 5.3 | 4.5 | |||||||||
Deferred income taxes
|
4.5 | 7.7 | 25.6 | |||||||||
Other, net
|
5.3 | 3.6 | 1.6 | |||||||||
Asset impairment charges, Goderich tornado
|
4.8 | - | - | |||||||||
Insurance advances for operating purposes, Goderich tornado
|
10.4 | - | - | |||||||||
Insurance advances for investment purposes, Goderich tornado
|
(12.6 | ) | - | - | ||||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||
Receivables
|
42.3 | (29.4 | ) | 44.0 | ||||||||
Inventories
|
(3.1 | ) | 70.4 | (146.9 | ) | |||||||
Other assets
|
(4.2 | ) | (5.3 | ) | 1.0 | |||||||
Accounts payable, income taxes payable and accrued expenses
|
(17.7 | ) | (2.2 | ) | (30.1 | ) | ||||||
Other liabilities
|
0.9 | (15.3 | ) | 5.4 | ||||||||
Net cash provided by operating activities
|
252.3 | 241.2 | 118.9 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Capital expenditures
|
(107.4 | ) | (112.1 | ) | (94.1 | ) | ||||||
Insurance advances for investment purposes, Goderich tornado
|
12.6 | - | - | |||||||||
Acquisition of a business
|
(58.1 | ) | - | (3.6 | ) | |||||||
Other, net
|
0.5 | (1.3 | ) | (1.2 | ) | |||||||
Net cash used in investing activities
|
(152.4 | ) | (113.4 | ) | (98.9 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from the issuance of long-term debt
|
- | - | 97.5 | |||||||||
Principal payments on long-term debt
|
(4.2 | ) | (4.1 | ) | (93.9 | ) | ||||||
Revolver activity, net
|
- | - | (8.6 | ) | ||||||||
Fees and premiums paid to redeem and refinance debt
|
- | (2.4 | ) | (4.1 | ) | |||||||
Dividends paid
|
(60.1 | ) | (52.0 | ) | (47.2 | ) | ||||||
Proceeds received from stock option exercises
|
5.1 | 3.2 | 3.3 | |||||||||
Excess tax benefits from equity compensation awards
|
3.5 | 2.8 | 3.2 | |||||||||
Deferred financing costs
|
- | (2.6 | ) | (2.4 | ) | |||||||
Other
|
- | - | (1.1 | ) | ||||||||
Net cash used in financing activities
|
(55.7 | ) | (55.1 | ) | (53.3 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
(5.0 | ) | 4.9 | 12.2 | ||||||||
Net change in cash and cash equivalents
|
39.2 | 77.6 | (21.1 | ) | ||||||||
Cash and cash equivalents, beginning of the year
|
91.1 | 13.5 | 34.6 | |||||||||
Cash and cash equivalents, end of year
|
$ | 130.3 | $ | 91.1 | $ | 13.5 | ||||||
Supplemental cash flow information:
|
||||||||||||
Interest paid
|
$ | 20.0 | $ | 22.6 | $ | 27.1 | ||||||
Income taxes paid, net of refunds
|
$ | 45.9 | $ | 58.7 | $ | 52.6 | ||||||
In connection with the acquisition of Big Quill Resources, Inc., the Company assumed liabilities as follows (in millions):
|
||||||||||||
Fair value of assets acquired, net of deferred tax liabilites and cash acquired
(a)
|
$ | 60.0 | ||||||||||
Cash paid during the year ended December 31, 2011
|
(58.1 | ) | ||||||||||
Liabilities assumed
|
$ | 1.9 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
1.
|
ORGANIZATION AND FORMATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
For the Year Ended
|
||||
December 31, 2011
|
||||
Product cost:
|
||||
Property, plant and equipment impairment charges
|
$ | 4.8 | ||
Site clean-up and restoration costs
|
9.7 | |||
Estimated insurance recoveries recognized
|
(14.5 | ) | ||
Net impact on product cost excluding business interruption
|
$ | - |
Estimated
|
||||
Fair
|
||||
Value
|
||||
Cash
|
$ | 2.4 | ||
Receivables
|
2.7 | |||
Inventories
|
1.4 | |||
Other current assets
|
1.1 | |||
Property, plant and equipment
|
14.0 | |||
Intangible assets
|
37.3 | |||
Goodwill
|
14.6 | |||
Liabilities assumed
|
(1.9 | ) | ||
Deferred income taxes
_
|
(11.1 | ) | ||
Total preliminary purchase price
|
$ 60.5
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
5.
|
INVENTORIES
|
2011
|
2010
|
|||||||
Finished goods
|
$ | 169.4 | $ | 149.4 | ||||
Raw materials and supplies
|
37.8 | 55.6 | ||||||
Total inventories
|
$ | 207.2 | $ | 205.0 |
6.
|
PROPERTY PLANT AND EQUIPMENT
|
2011
|
2010
|
|||||||
Land, buildings and structures and leasehold improvements
|
$ | 275.9 | $ | 254.2 | ||||
Machinery and equipment
|
541.8 | 544.4 | ||||||
Office furniture and equipment
|
21.3 | 23.0 | ||||||
Mineral interests
|
174.4 | 176.9 | ||||||
Construction in progress
|
68.8 | 38.3 | ||||||
1,082.2 | 1,036.8 | |||||||
Less accumulated depreciation and depletion
|
(508.8 | ) | (503.0 | ) | ||||
Property, plant and equipment, net
|
$ | 573.4 | $ | 533.8 |
7.
|
INTANGIBLE ASSETS
|
Supply
Agreement
|
SOP Production
Rights
|
Customer
Relationships
|
Total
|
|||||||||||||
Intangible assets
|
$ | 34.9 | $ | 24.3 | $ | 2.1 | $ | 61.3 | ||||||||
Accumulated amortization
|
(0.7 | ) | (7.9 | ) | (1.1 | ) | (9.7 | ) | ||||||||
Intangible assets, net
|
$ | 34.2 | $ | 16.4 | $ | 1.0 | $ | 51.6 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
8.
|
INCOME TAXES
|
2011
|
2010
|
2009
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | 27.9 | $ | 20.6 | $ | 22.1 | ||||||
State
|
6.2 | 5.2 | 5.6 | |||||||||
Foreign
|
9.7 | 11.1 | 19.9 | |||||||||
Total current
|
43.8 | 36.9 | 47.6 | |||||||||
Deferred:
|
||||||||||||
Federal
|
(1.9 | ) | 6.3 | 23.2 | ||||||||
State
|
(0.4 | ) | 1.6 | 5.8 | ||||||||
Foreign
|
6.8 | (0.2 | ) | (3.4 | ) | |||||||
Total deferred
|
4.5 | 7.7 | 25.6 | |||||||||
Total provision for income taxes
|
$ | 48.3 | $ | 44.6 | $ | 73.2 |
2011
|
2010
|
2009
|
||||||||||
Domestic income
|
$ | 141.5 | $ | 142.4 | $ | 197.0 | ||||||
Foreign income
|
55.8 | 52.8 | 40.1 | |||||||||
Earnings before income taxes
|
197.3 | 195.2 | 237.1 | |||||||||
Computed tax at the U.S. federal statutory rate of 35%
|
69.0 | 68.3 | 83.0 | |||||||||
Foreign income, mining, and withholding taxes, net of U.S.federal deduction
|
(2.0 | ) | (1.5 | ) | 1.0 | |||||||
Percentage depletion in excess of basis
|
(10.9 | ) | (11.0 | ) | (8.1 | ) | ||||||
Release of tax reserves due to agreement with taxing authorities
|
- | (5.9 | ) | - | ||||||||
Other domestic tax reserves, net of reversals
|
(1.6 | ) | (1.4 | ) | (2.1 | ) | ||||||
Domestic manufacturers deduction
|
(1.8 | ) | (2.7 | ) | (2.0 | ) | ||||||
State income taxes, net of federal income tax benefit
|
3.6 | 5.0 | 7.7 | |||||||||
Change in valuation allowance on deferred tax assets
|
(0.8 | ) | 0.1 | 0.3 | ||||||||
Interest expense recognition differences
|
(6.8 | ) | (7.0 | ) | (6.1 | ) | ||||||
Other
|
(0.4 | ) | 0.7 | (0.5 | ) | |||||||
Provision for income taxes
|
$ | 48.3 | $ | 44.6 | $ | 73.2 | ||||||
Effective tax rate
|
24 | % | 23 | % | 31 | % |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
2011
|
2010
|
|||||||
Current deferred tax assets:
|
||||||||
Alternative minimum tax credit carryforwards
|
$ | 0.4 | $ | - | ||||
Accrued expenses
|
1.3 | 2.0 | ||||||
Other, net
|
5.5 | 11.8 | ||||||
Current deferred tax assets
|
7.2 | 13.8 | ||||||
Current deferred tax liabilities:
|
||||||||
Unrealized foreign exchange gains
|
0.9 | - | ||||||
Other, net
|
(0.5 | ) | - | |||||
Current deferred tax liabilities
|
0.4 | - | ||||||
Noncurrent deferred taxes:
|
||||||||
Property, plant and equipment
|
70.9 | 70.9 | ||||||
Intangible asset
|
8.5 | - | ||||||
Total noncurrent deferred tax liabilities
|
79.4 | 70.9 | ||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
2.6 | 3.1 | ||||||
Other, net
|
7.6 | 10.3 | ||||||
Subtotal
|
10.2 | 13.4 | ||||||
Valuation allowance
|
(1.5 | ) | (2.3 | ) | ||||
Total noncurrent deferred tax assets
|
8.7 | 11.1 | ||||||
Net noncurrent deferred tax liabilities
|
$ | 70.7 | $ | 59.8 |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
2011
|
2010
|
2009
|
||||||||||
Unrecognized tax benefits:
|
||||||||||||
Balance at January 1
|
$ | 23.9 | $ | 23.3 | $ | 18.1 | ||||||
Additions resulting from current year tax positions
|
1.8 | 0.4 | 2.2 | |||||||||
Additions relating to tax positions taken in prior years
|
1.3 | 10.9 | 3.1 | |||||||||
Reductions due to cash payments
|
(0.6 | ) | (3.6 | ) | - | |||||||
Reductions due to settlements
|
- | (6.4 | ) | - | ||||||||
Reductions relating to tax positions taken in prior years
|
(0.4 | ) | (0.4 | ) | (0.1 | ) | ||||||
Reductions due to expiration of tax years
|
(0.4 | ) | (0.3 | ) | - | |||||||
Balance at December 31
|
$ | 25.6 | $ | 23.9 | $ | 23.3 |
9
.
|
PENSION PLANS AND OTHER BENEFITS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Plan Assets at December 31,
|
||||||||
Asset Category
|
2011
|
2010
|
||||||
Cash and cash equivalents
|
2% | 1% | ||||||
Equity Securities
|
19% | 23% | ||||||
Debt Securities
|
79% | 76% | ||||||
Total
|
100% | 100% |
Market Value at
December 31, 2011
|
Level One
|
Level Two
|
Level Three
|
|||||||||||||
Asset category:
|
||||||||||||||||
Cash and cash equivalents
(a)
|
$ | 1.5 | $ | 1.5 | $ | - | $ | - | ||||||||
Equity securities
|
10.9 | 10.9 | - | - | ||||||||||||
Debt securities
(b)
:
|
||||||||||||||||
Treasuries
|
27.1 | 27.1 | - | - | ||||||||||||
Corporate bonds
|
19.3 | 19.3 | - | - | ||||||||||||
Total Pension Assets
|
$ | 58.8 | $ | 58.8 | $ | - | $ | - |
(a)
|
The fair value of cash and cash equivalents is its carrying value.
|
(b)
|
This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. Approximately 46% of the Company’s pension assets are invested in U.K. linked treasuries as of December 31, 2011.
|
Market Value at
December 31, 2010
|
Level One
|
Level Two
|
Level Three
|
|||||||||||||
Asset category:
|
||||||||||||||||
Cash and cash equivalents
(a)
|
$ | 0.5 | $ | 0.5 | $ | - | $ | - | ||||||||
Equity securities
|
13.5 | 13.5 | - | - | ||||||||||||
Debt securities
(b)
:
|
||||||||||||||||
Treasuries
|
24.8 | 24.8 | - | - | ||||||||||||
Corporate bonds
|
19.6 | 19.6 | - | - | ||||||||||||
Total Pension Assets
|
$ | 58.4 | $ | 58.4 | $ | - | $ | - |
(a)
|
The fair value of cash and cash equivalents is its carrying value.
|
(b)
|
This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. Approximately 42% of the Company’s pension assets are invested in U.K. linked treasuries as of December 31, 2010.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
2011
|
2010
|
2009
|
||||||||||
Discount rate
|
5.40 | % | 5.70 | % | 5.80 | % | ||||||
Expected return on plan assets
|
6.25 | % | 6.55 | % | 6.00 | % | ||||||
Rate of compensation increase
|
N/A | N/A | N/A |
Calendar Year
|
Future Expected
Benefit Payments
|
|||
2012
|
$ | 2.8 | ||
2013
|
2.8 | |||
2014
|
2.9 | |||
2015
|
2.9 | |||
2016
|
3.0 | |||
2017 – 2021
|
14.3 |
2011
|
2010
|
|||||||
Change in benefit obligation:
|
||||||||
Benefit obligation as of January 1
|
$ | 71.2 | $ | 70.6 | ||||
Interest cost
|
3.7 | 3.8 | ||||||
Plan amendment
|
(3.0 | ) | - | |||||
Actuarial (gain) or loss
|
(1.4 | ) | 2.0 | |||||
Benefits paid
|
(2.3 | ) | (2.8 | ) | ||||
Settlements
|
(6.4 | ) | - | |||||
Currency fluctuation adjustment
|
- | (2.4 | ) | |||||
Benefit obligation as of December 31
|
61.8 | 71.2 | ||||||
Change in plan assets:
|
||||||||
Fair value as of January 1
|
58.4 | 55.6 | ||||||
Actual return
|
7.5 | 4.3 | ||||||
Company contributions
|
3.0 | 3.1 | ||||||
Currency fluctuation adjustment
|
(0.3 | ) | (1.8 | ) | ||||
Settlements
|
(7.5 | ) | - | |||||
Benefits paid
|
(2.3 | ) | (2.8 | ) | ||||
Fair value of plan assets as of December 31
|
58.8 | 58.4 | ||||||
Underfunded status of the plans
|
$ | (3.0 | ) | $ | (12.8 | ) |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
2011
|
2010
|
2009
|
||||||||||
Interest cost on projected benefit obligation
|
$ | 3.7 | $ | 3.8 | $ | 3.3 | ||||||
Prior service cost
|
(0.1 | ) | - | - | ||||||||
Expected return on plan assets
|
(3.3 | ) | (3.5 | ) | (3.4 | ) | ||||||
Settlement cost
|
2.3 | - | - | |||||||||
Net amortization
|
1.8 | 2.0 | - | |||||||||
Net pension expense
|
$ | 4.4 | $ | 2.3 | $ | (0.1 | ) |
10.
|
LONG TERM DEBT
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
2011
|
2010
|
|||||||
Term Loan due December 2012
|
$ | 98.3 | $ | 99.6 | ||||
Incremental Term Loan due December 2012
|
55.3 | 55.9 | ||||||
Extended Term Loan due January 2016
|
231.1 | 233.5 | ||||||
Revolving Credit Facility due October 2015
|
- | - | ||||||
8% Senior Notes due June 2019
|
98.0 | 97.7 | ||||||
482.7 | 486.7 | |||||||
Less current portion
|
(156.0 | ) | (4.2 | ) | ||||
Long-term debt
|
$ | 326.7 | $ | 482.5 |
Debt
|
||||
Maturity
|
||||
2012
|
$ | 156.0 | ||
2013
|
2.3 | |||
2014
|
2.4 | |||
2015
|
2.3 | |||
2016
|
221.7 | |||
Thereafter
|
100.0 | |||
Total
|
$ | 484.7 |
11.
|
DERIVATIVES AND FAIR VALUES OF FINANCIAL INSTRUMENTS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
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.
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||
Derivatives designated as hedging instruments
(a)
:
|
Balance Sheet Location
|
December 31, 2010
|
Balance Sheet Location
|
December 31, 2010
|
||||||
Interest rate contracts
|
Other current assets
|
$ | - |
Accrued expenses
|
$ | 0.6 | ||||
Commodity contracts
(b)
|
Other current assets
|
1.2 |
Accrued expenses
|
6.2 | ||||||
Commodity contracts
|
Other assets
|
- |
Other noncurrent liabilities
|
2.2 | ||||||
Total derivatives designated as hedging instruments
|
$ | 1.2 | $ | 9.0 |
(a)
|
The Company had interest rate swap agreements with three counterparties, one of which holds approximately 70% of the interest rate swaps outstanding. In addition, the Company had commodity hedge agreements with three counterparties. All of the amounts recorded as liabilities for the Company’s commodity contracts were payable to one counterparty. The amount recorded as an asset was due from two counterparties.
|
(b)
|
The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.9 million of its commodity contracts that are in a receivable position against its contracts in payable positions.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Twelve Months Ended December 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
|
4.3 | (5.8 | ) | |||||
Total
|
$ | 4.3 | $ | (6.4 | ) |
Twelve Months Ended December 31, 2010
|
|||||||||
Derivatives in Cash Flow
Hedging Relationships
|
Location of Gain
(Loss) Reclassified
from Accumulated
OCI Into Income
(Effective Portion)
|
Amount of (Gain)
Loss Recognized in
CI on Derivative
(Effective Portion)
|
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI Into Income
(Effective Portion)
|
||||||
Interest rate contracts
|
Interest expense
|
$ | 0.6 | $ | (5.0 | ) | |||
Commodity contracts
|
Product cost
|
9.3 | (4.8 | ) | |||||
Total
|
$ | 9.9 | $ | (9.8 | ) |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Operating
|
||||
Leases
|
||||
2012
|
$ | 10.3 | ||
2013
|
8.6 | |||
2014
|
6.3 | |||
2015
|
5.4 | |||
2016
|
3.9 | |||
Thereafter
|
19.5 | |||
Total
|
$ | 54.0 |
13.
|
STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Stock Options
|
RSUs
|
PSUs
|
||||||||||||||||||||||
Weighted-average
|
Weighted-average
|
Weighted-average
|
||||||||||||||||||||||
Number
|
exercise price
|
Number
|
fair value
|
Number
|
fair value
|
|||||||||||||||||||
Outstanding at December 31, 2008
|
668,750 | $ | 30.66 | 140,693 | $ | 35.68 | - | $ | - | |||||||||||||||
Granted
|
133,726 | 58.99 | 43,611 | 58.99 | - | - | ||||||||||||||||||
Exercised
(a)
|
(156,974 | ) | 20.71 | - | - | - | - | |||||||||||||||||
Released from restriction
(a)
|
- | - | (58,900 | ) | 26.11 | - | - | |||||||||||||||||
Cancelled/Expired
|
(1,575 | ) | 57.30 | (506 | ) | 57.34 | - | - | ||||||||||||||||
Outstanding at December 31, 2009
|
643,927 | $ | 38.90 | 124,898 | $ | 48.24 | - | $ | - | |||||||||||||||
Granted
|
97,619 | 78.47 | 34,535 | 78.48 | 6,366 | 86.51 | ||||||||||||||||||
Exercised
(a)
|
(116,796 | ) | 27.12 | - | - | - | - | |||||||||||||||||
Released from restriction
(a)
|
- | - | (48,425 | ) | 33.58 | - | - | |||||||||||||||||
Cancelled/Expired
|
(3,376 | ) | 65.08 | (1,257 | ) | 65.39 | - | - | ||||||||||||||||
Outstanding at December 31, 2010
|
621,374 | $ | 47.19 | 109,751 | $ | 64.03 | 6,366 | $ | 86.51 | |||||||||||||||
Granted
|
71,709 | 86.47 | 33,595 | 86.47 | 19,139 | 93.82 | ||||||||||||||||||
Exercised
(a)
|
(168,904 | ) | 30.21 | - | - | - | - | |||||||||||||||||
Released from restriction
(a)
|
- | - | (32,902 | ) | 55.68 | - | - | |||||||||||||||||
Cancelled/Expired
|
(3,649 | ) | 71.66 | (1,180 | ) | 72.35 | (107 | ) | 93.82 | |||||||||||||||
Outstanding at December 31, 2011
|
520,530 | $ | 57.94 | 109,264 | $ | 73.35 | 25,398 | $ | 91.99 |
(a)
|
Common stock issued for exercised options and RSUs released from restriction were issued from treasury stock.
|
2011
|
2010
|
2009
|
||||||||||
Fair value of options granted
|
$ | 29.02 | $ | 27.77 | $ | 19.23 | ||||||
Expected term (years)
|
5.1 | 5.4 | 5.4 | |||||||||
Expected volatility
|
45.2 | % | 44.3 | % | 43.3 | % | ||||||
Dividend yield
|
2.4 | % | 2.1 | % | 2.6 | % | ||||||
Risk-free interest rates
|
2.0 | % | 2.5 | % | 2.1 | % |
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||||||
Range of
exercise prices
|
Options
outstanding
|
Weighted-average
remaining
contractual life
(years)
|
Weighted-average
exercise price
of options
outstanding
|
Options
exercisable
|
Weighted-average
remaining
contractual life
(years)
|
Weighted-average
exercise price
of exercisable
options
|
||||||||||||||||||||
$16.66 - $34.72 | 137,525 | 1.9 | $ | 31.11 | 137,525 | 1.9 | $ | 31.11 | ||||||||||||||||||
$34.73 - $57.06 | 94,439 | 3.2 | 53.44 | 69,634 | 3.2 | 52.85 | ||||||||||||||||||||
$57.07 - $60.08 | 121,010 | 4.2 | 58.99 | 55,951 | 4.2 | 58.99 | ||||||||||||||||||||
$60.09 - $78.52 | 94,915 | 5.2 | 78.26 | 23,467 | 5.1 | 78.05 | ||||||||||||||||||||
$78.53 - $86.80 | 72,641 | 6.1 | 86.31 | 1,125 | 3.6 | 78.53 | ||||||||||||||||||||
Totals
|
520,530 | 3.8 | $ | 57.94 | 287,702 | 2.9 | $ | 45.81 |
December 31,
|
2011
|
2010
|
2009
|
|||||||||
Unrealized net pension costs
|
$ | (5.3 | ) | $ | (14.1 | ) | $ | (15.3 | ) | |||
Unrealized loss on cash flow hedges
|
(3.4 | ) | (4.7 | ) | (4.6 | ) | ||||||
Cumulative foreign currency translation adjustments
|
49.5 | 64.8 | 51.1 | |||||||||
Accumulated other comprehensive income
|
$ | 40.8 | $ | 46.0 | $ | 31.2 |
14.
|
FAIR VALUE MEASUREMENTS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
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.
|
December 31,
2010
|
Level One
|
Level Two
|
Level Three
|
|||||||||||||
Asset Class:
|
||||||||||||||||
Mutual fund investments in a non-qualified savings plan
(a)
|
$ | 6.2 | $ | 6.2 | $ | - | $ | - | ||||||||
Derivatives - natural gas instruments
|
0.3 | - | 0.3 | - | ||||||||||||
Total Assets
|
$ | 6.5 | $ | 6.2 | $ | 0.3 | $ | - | ||||||||
Liability Class:
|
||||||||||||||||
Liabilities related to non-qualified savings plan
|
$ | (6.2 | ) | $ | (6.2 | ) | $ | - | $ | - | ||||||
Derivatives – natural gas instruments
|
(7.3 | ) | - | (7.3 | ) | - | ||||||||||
Derivatives – interest rate swaps
|
(0.6 | ) | - | (0.6 | ) | - | ||||||||||
Total Liabilities
|
$ | (14.1 | ) | $ | (6.2 | ) | $ | (7.9 | ) | $ | - |
(a)
|
Includes mutual fund investments of approximately 25% in the common stock of large-cap U.S. companies, approximately 15% in the common stock of small-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 15% in debt securities of U.S. companies, approximately 20% in short-term investments and approximately 20% in blended funds.
|
15.
|
OPERATING SEGMENTS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Specialty
|
Corporate
|
|||||||||||||||
2011
|
Salt
|
Fertilizer
|
& Other
(a)
|
Total
|
||||||||||||
Sales to external customers
|
$ | 885.3 | $ | 209.6 | $ | 10.8 | $ | 1,105.7 | ||||||||
Intersegment sales
|
0.8 | 6.4 | (7.2 | ) | - | |||||||||||
Shipping and handling cost
|
268.5 | 25.3 | - | 293.8 | ||||||||||||
Operating earnings (loss)
(b)
|
184.7 | 77.0 | (46.4 | ) | 215.3 | |||||||||||
Depreciation, depletion and amortization
|
40.2 | 20.2 | 4.3 | 64.7 | ||||||||||||
Total assets
|
758.8 | 378.2 | 68.5 | 1,205.5 | ||||||||||||
Capital expenditures
(b)
|
51.6 | 43.4 | 12.4 | 107.4 | ||||||||||||
Specialty
|
Corporate
|
|||||||||||||||
2010
|
Salt
|
Fertilizer
|
& Other
(a)
|
Total
|
||||||||||||
Sales to external customers
|
$ | 870.3 | $ | 187.5 | $ | 11.1 | $ | 1,068.9 | ||||||||
Intersegment sales
|
0.7 | 4.8 | (5.5 | ) | - | |||||||||||
Shipping and handling cost
|
244.2 | 24.4 | - | 268.6 | ||||||||||||
Operating earnings (loss)
|
206.0 | 61.4 | (40.9 | ) | 226.5 | |||||||||||
Depreciation, depletion and amortization
|
35.2 | 12.3 | 4.5 | 52.0 | ||||||||||||
Total assets
|
789.7 | 260.6 | 64.0 | 1,114.3 | ||||||||||||
Capital expenditures
|
63.6 | 45.5 | 3.0 | 112.1 | ||||||||||||
Specialty
|
Corporate
|
|||||||||||||||
2009
|
Salt
|
Fertilizer
|
& Other
(a)
|
Total
|
||||||||||||
Sales to external customers
|
$ | 825.8 | $ | 126.8 | $ | 10.5 | $ | 963.1 | ||||||||
Intersegment sales
|
0.7 | 13.9 | (14.6 | ) | - | |||||||||||
Shipping and handling cost
|
239.6 | 9.7 | - | 249.3 | ||||||||||||
Operating earnings (loss)
|
232.4 | 76.0 | (38.2 | ) | 270.2 | |||||||||||
Depreciation, depletion and amortization
|
29.5 | 9.2 | 5.0 | 43.7 | ||||||||||||
Total assets
|
705.8 | 233.7 | 64.3 | 1,003.8 | ||||||||||||
Capital expenditures
|
63.6 | 27.4 | 3.1 | 94.1 |
(a)
|
Other includes corporate entities, records management operations 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.
|
(b)
|
The salt segment includes approximately $17 million of capital expenditures related to the replacement of property, plant and equipment damaged or destroyed at the Company’s Goderich, Ontario facilities. In addition, operating earnings for the salt segment include losses related to the effects of the tornado.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Sales
|
2011
|
2010
|
2009
|
|||||||||
United States
|
$ | 756.9 | $ | 757.9 | $ | 697.3 | ||||||
Canada
|
246.4 | 201.0 | 199.3 | |||||||||
United Kingdom
|
83.6 | 97.7 | 62.0 | |||||||||
Other
|
18.8 | 12.3 | 4.5 | |||||||||
Total sales
|
$ | 1,105.7 | $ | 1,068.9 | $ | 963.1 |
Long-Lived Assets
|
2011
|
2010
|
||||||
United States
|
$ | 335.5 | $ | 306.2 | ||||
Canada
|
292.8 | 225.0 | ||||||
United Kingdom
|
54.5 | 55.5 | ||||||
Total long-lived assets
|
$ | 682.8 | $ | 586.7 |
16.
|
EARNINGS PER SHARE
|
Year ended December 31,
|
2011
|
2010
|
2009
|
|||||||||
Numerator:
|
||||||||||||
Net earnings
|
$ | 149.0 | $ | 150.6 | $ | 163.9 | ||||||
Less: Net earnings allocated to participating securities
(a)
|
(2.3 | ) | (2.7 | ) | (3.4 | ) | ||||||
Net earnings available to common shareholders
|
$ | 146.7 | $ | 147.9 | $ | 160.5 | ||||||
Denominator (in thousands):
|
||||||||||||
Weighted average common shares outstanding, shares for basic earnings per share
(b)
|
32,906 | 32,747 | 32,574 | |||||||||
Weighted average stock options outstanding
|
28 | 16 | 22 | |||||||||
Shares for diluted earnings per share
|
32,934 | 32,763 | 32,596 | |||||||||
Net earnings per common share, basic
|
$ | 4.46 | $ | 4.52 | $ | 4.93 | ||||||
Net earnings per common share, diluted
|
$ | 4.45 | $ | 4.51 | $ | 4.92 |
(a)
|
Participating securities include options and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 522,000, 614,000 and 704,000 for 2011, 2010 and 2009, 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 716,000, 760,000 and 761,000 weighted options outstanding for 2011, 2010 and 2009, respectively, which were anti-dilutive and therefore not included in the diluted earnings per share calculation.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
17.
|
QUARTERLY RESULTS (Unaudited) (in millions, except share and per share data)
|
Quarter
|
First
|
Second
|
Third
|
Fourth
(a)
|
||||||||||||
2011
|
||||||||||||||||
Sales
|
$ | 390.6 | $ | 179.9 | $ | 229.1 | $ | 306.1 | ||||||||
Gross profit
|
$ | 107.6 | $ | 44.3 | $ | 71.0 | $ | 86.9 | ||||||||
Net earnings
|
$ | 56.5 | $ | 14.0 | $ | 34.6 | $ | 43.9 | ||||||||
Net earnings per share, basic
|
$ | 1.69 | $ | 0.42 | $ | 1.04 | $ | 1.31 | ||||||||
Net earnings per share, diluted
|
$ | 1.69 | $ | 0.42 | $ | 1.03 | $ | 1.31 | ||||||||
Basic weighted-average shares outstanding (in thousands)
|
32,835 | 32,889 | 32,906 | 32,991 | ||||||||||||
Diluted weighted-average shares outstanding (in thousands)
|
32,866 | 32,922 | 32,931 | 33,013 | ||||||||||||
2010
|
||||||||||||||||
Sales
|
$ | 357.6 | $ | 179.0 | $ | 176.0 | $ | 356.3 | ||||||||
Gross profit
|
$ | 114.6 | $ | 39.9 | $ | 53.4 | $ | 107.0 | ||||||||
Net earnings
|
$ | 58.9 | $ | 11.3 | $ | 19.3 | $ | 61.1 | ||||||||
Net earnings per share, basic
|
$ | 1.77 | $ | 0.34 | $ | 0.58 | $ | 1.83 | ||||||||
Net earnings per share, diluted
|
$ | 1.77 | $ | 0.34 | $ | 0.58 | $ | 1.83 | ||||||||
Basic weighted-average shares outstanding (in thousands)
|
32,668 | 32,739 | 32,774 | 32,806 | ||||||||||||
Diluted weighted-average shares outstanding (in thousands)
|
32,678 | 32,754 | 32,785 | 32,829 |
(a)
|
In the fourth quarter of 2011, the Company’s, gross profit and net earnings were impacted by the effects of a tornado in Goderich, Ontario. The Company estimated the effects of the tornado reduced its gross profit and net earnings by approximately $16 million and $11.4 million, respectively.
|
18.
|
SUBSEQUENT EVENTS
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
CONTROLS AND PROCEDURES
|
OTHER INFORMATION
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
EXECUTIVE COMPENSATION
|
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Description
|
Page
|
Management’s Report on Internal Controls Over Financial Reporting
|
73
|
Reports of Independent Registered Public Accounting Firm
|
43
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
45
|
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2011
|
46
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2011
|
47
|
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended
December 31, 2011
|
48
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2011
|
49
|
Notes to Consolidated Financial Statements
|
50
|
Schedule II – Valuation Reserves
|
75
|
Description
(in millions)
|
Balance at
the Beginning
of the Year
|
Additions (Deductions)
Charged to
Expense
|
Deductions
(1) (2)
|
Balance at
the End of
the Year
|
||||||||||||
Deducted from Receivables — Allowance for
Doubtful Accounts
|
||||||||||||||||
2011
|
$ | 2.8 | $ | (0.2 | ) | $ | (0.2 | ) | $ | 2.4 | ||||||
2010
|
2.5 | 1.1 | (0.8 | ) | 2.8 | |||||||||||
2009
|
2.5 | 0.8 | (0.8 | ) | 2.5 | |||||||||||
Deducted from Deferred Income Taxes — Valuation
Allowance
|
||||||||||||||||
2011
|
$ | 2.3 | $ | 0.2 | $ | (1.0 | ) | $ | 1.5 | |||||||
2010
|
3.7 | 0.1 | (1.5 | ) | 2.3 | |||||||||||
2009
|
3.7 | 0.3 | (0.3 | ) | 3.7 |
(1)
|
Deduction for purposes for which reserve was created.
|
(2)
|
Deductions from the deferred income tax valuation allowance in 2010 and 2009 include a foreign currency adjustment of $0.1 million and $(0.3) million, respectively.
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
Exhibit
No.
|
Description of Exhibit
|
2.1
|
Agreement and Plan of Merger, dated October 13, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
|
2.2
|
Amendment No. 1 to Agreement and Plan of Merger, dated November 28, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.2 to Compass Minerals Registration Statement on Form S-4, File No. 333-104603).
|
3.1
|
Amended and Restated Certificate of Incorporation of Compass Minerals International, Inc. (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-4, File No. 333-111953).
|
3.2
|
Amended and Restated By-laws of Compass Minerals International, Inc. (incorporated herein by reference to Exhibit 3.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated February 12, 2009).
|
4.1
|
Rights Plan, dated as of December 11, 2003, between Compass Minerals International, Inc. and American Stock Transfer & Trust Company, as rights agent (incorporated herein by reference to Exhibit 10.19 to Compass Minerals International, Inc.’s Registration Statement on Form S-4, File No. 333-111953).
|
4.2
|
Letter agreement appointing Computershare Trust Company, N.A. as successor Rights Agent under the Rights Agreement dated December 11, 2003 (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.’s Annual Report for the year ended December 31, 2007).
|
4.3
|
Amendment Number Two to Rights Plan dated December 11, 2003 among Compass Minerals International, Inc. and U.M.B. Bank, n.a., as successor rights agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated January 8, 2007).
|
4.4
|
Amendment Number Three to Rights Plan dated February 21, 2011 among Compass Minerals International, Inc. and Computershare, as successor rights agent (incorporated herein by reference to Exhibit 4.4 to Compass Minerals International, Inc.’s Annual Report for the year ended December 31, 2010).
|
4.5
|
Registration Rights Agreement, dated as of June 5, 2009, by and among Compass Minerals International, Inc., the Guarantors named therein, and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., and Goldman, Sachs & Co., as representatives of the Initial Purchasers (incorporated herein by reference to Exhibit 4.3 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated June 8, 2009).
|
4.6
|
Indenture, dated as of June 5, 2009, by and among Compass Minerals International, Inc., the Guarantors named therein, and U.S. National Bank Association, as trustee, relating to the 8% Senior Notes due 2019 (incorporated herein by reference to Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated June 8, 2009).
|
4.7
|
Form of 8% Senior Notes due 2019 (included as Exhibit A to Exhibit 4.5).
|
10.1
|
Salt mining lease, dated November 9, 2001, between the Province of Ontario, as lessor, and Sifto Canada Inc. as lessee (incorporated herein by reference to Exhibit 10.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
|
10.2
|
Salt and Surface Agreement, dated June 21, 1961, by and between John Taylor Caffery, as agent for Marcie Caffery Gillis, Marcel A. Gillis, Bethia Caffery McCay, Percey McCay, Mary Louise Caffery Ellis, Emma Caffery Jackson, Edward Jackson, Liddell Caffery, Marion Caffery Campbell, Martha Gillis Restarick, Katherine Baker Senter, Caroline Baker, Bethia McCay Brown, Donelson Caffery McCay, Lucius Howard McCurdy Jr., John Andersen McCurdy, Edward Rader Jackson III, individually and as trustee for Donelson Caffery Jackson, and the J.M. Burguieres Company, LTD., and Carey Salt Company as amended by Act of Amendment to Salt Lease, dated May 30, 1973, as further amended by Agreement, dated November 21, 1990, and as further amended by Amendment to Salt and Surface lease, dated July 1, 1997 (incorporated herein by reference to Exhibit 10.2 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
10.3
|
Royalty Agreement, dated September 1, 1962, between Great Salt Lake Minerals Corporation (formerly known as IMC Kalium Ogden Corp.) and the Utah State Land Board (incorporated herein by reference to Exhibit 10.3 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
|
10.4***
|
Amended and Restated Credit Agreement, dated December 22, 2005, among Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), Compass Minerals Group, Inc., as U.S. borrower, Sifto Canada Corp., as Canadian borrower, Salt Union Limited, as U.K. borrower, JPMorgan Chase Bank N.A., as administrative agent, J.P. Morgan Securities Inc., as co-lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as co-lead arranger and joint bookrunner, Calyon New York Branch, as syndication agent, Bank of America, N.A., as co-documentation agent, and The Bank of Nova Scotia, as co-documentation agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.5***
|
Amendment and Restatement Agreement dated as of September 30, 2010, to the Credit Agreement dated as of November 28, 2001 among Compass Minerals International, Inc., Sifto Canada Corp., Salt Union Limited, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
|
10.6
|
Amended and Restated U.S. Collateral and Guaranty Agreement, dated December 22, 2005, among Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), Compass Minerals Group, Inc., Compass Resources, Inc., Great Salt Lake Holdings, LLC, Carey Salt Company, Great Salt Lake Minerals Corporation, GSL Corporation, NAMSCO Inc., North American Salt Company and JPMorgan Chase Bank, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.11 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.7
|
Amended and Restated U.S. Collateral Assignment, dated December 22, 2005, among Compass Minerals International, Inc., Compass Minerals Group, Inc. and JPMorgan Chase Bank N.A (incorporated herein by reference to Exhibit 10.12 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.8
|
Amendment No. 1 to the US Collateral and Guaranty Agreement dated as of September 30, 2010 among Compass Minerals International, Inc., each subsidiary of Compass Minerals International, Inc. party thereto and JPMorgan Chase Bank, N.A. as collateral agent (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
|
10.9
|
Amended and Restated Foreign Guaranty, dated December 22, 2005, among Sifto Canada Corp., Salt Union Limited, Compass Minerals (Europe) Limited, Compass Minerals (UK) Limited, DeepStore Limited (formerly known as London Salt Limited), Compass Minerals (No. 1) Limited (formerly known as Direct Salt Supplies Limited), J.T. Lunt & Co. (Nantwich) Limited, NASC Nova Scotia Company, Compass Minerals Canada Inc., Compass Canada Limited Partnership, Compass Minerals Nova Scotia Company, Compass Resources Canada Company and JPMorgan Chase Bank, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.13 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.10
|
Incremental Term Loan Amendment to the Amended and Restated Credit Agreement, dated December 22, 2005 among Compass Minerals International, Inc., Compass Minerals Group, Inc., as U.S. Borrower, Sifto Canada Corp., as Canadian borrower, Salt Union Limited, as U.K. borrower, JPMorgan Chase Bank N.A. as administrative agent, J.P. Morgan Securities Inc., as co-lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as co-lead arranger and joint bookrunner, Calyon New York Branch, as syndication agent, Bank of America, N.A., as co-documentation agent, and The Bank of Nova Scotia, as co-documentation agent (incorporated herein by reference to Exhibit 10.1 of Compass Minerals International, Inc.’s Current Report on Form 8-K dated October 19, 2007).
|
10.11
|
Second Amendment to the Amended and Restated Credit Agreement, dated as December 22, 2005, among Compass Minerals International, Inc., Compass Minerals Group, Inc., Sifto Canada Corp., Salt Union Limited, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as U.K. agent, Calyon New York Branch, as syndication agent, and Bank of America, N.A. and the Bank of Nova Scotia, as co-documentation agents (incorporated herein by reference to Exhibit 10.11 to Compass Minerals International, Inc’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
10.12 |
Certificate of Designation for the Series A Junior Participating Preferred Stock, par value $0.01 per share (included as Exhibit A to Exhibit 4.1).
|
10.13 |
Compass Minerals International, Inc. Directors’ Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2005 (incorporated herein by reference to Exhibit 10.26 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
10.14 |
First Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan effective January 1, 2007 (incorporated herein by reference to Exhibit 10.28 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
10.15 |
Second Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
10.16 |
Summary of Non-Employee Director Compensation Program (incorporated herein by reference to Exhibit 10.16 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.17 |
Compass Minerals International, Inc. Form of 2010 Independent Director Deferred Stock Award Agreement effective as of January 1, 2010 (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
10.18 |
Amended and Restated 2001 Stock Option Plan of Compass Minerals International, Inc., as adopted by the Board of Directors of Compass Minerals International, Inc. on December 11, 2003 (incorporated herein by reference to Exhibit 10.12 to Compass Minerals International, Inc.’s Registration Statement on Form S-4, File No. 333-111953).
|
10.19 |
Compass Minerals International, Inc. 2005 Incentive Award Plan as approved by stockholders on August 4, 2005 (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.20 |
First Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
|
10.21 |
Second Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
10.22* |
Third Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan .
|
10.23* |
Fourth Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan.
|
10.24 |
Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
10.25 |
Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
|
10.26 |
Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
10.27
|
2010 Form of Three-Year Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International Inc.’s Current Report on Form 8-K dated March 16, 2010).
|
10.28
|
2011 Form of Three-Year Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International Inc.’s Quarterly Report for the quarter ended March 31, 2011).
|
10.29
|
Amendment to Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.25 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.30
|
Form of Dividend Equivalents Agreement (incorporated herein by reference to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).
|
10.31
|
Compass Minerals International, Inc. Restoration Plan (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
|
10.32
|
First Amendment to the Compass Minerals International, Inc. Restoration Plan dated as of December 5, 2007 (incorporated herein by reference to Exhibit 10.27 to Compass Minerals International, Inc.’s Annual Report for the year ended December 31, 2007).
|
10.33
|
Second Amendment to the Compass Minerals International, Inc. Restoration Plan (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.)
|
10.34
|
Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.28 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.35
|
Amendment to Form of Change in Control Severance Agreements (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
|
10.36
|
Form of Restrictive Covenant Agreement (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed dated January 23, 2006).
|
Listing of certain executive officers as parties to the Change in Control Severance Agreement and Restrictive Covenant Agreement as listed in Exhibits 10.34, 10.35 and 10.36 herein.
|
|
10.38
|
Employment Agreement dated May 11, 2006 between Compass Minerals International, Inc. and Angelo C. Brisimitzakis (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated May 11, 2006).
|
10.39
|
409A Amendment to Existing Employment Agreement dated December 19, 2008 between Compass Minerals International, Inc. and Angelo C. Brisimitzakis (incorporated herein by reference to Exhibit 10.25 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.40
|
Change in Control Severance Agreement dated May 11, 2006 between Compass Minerals International, Inc. and Angelo C. Brisimitzakis (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated May 11, 2006).
|
10.41
|
409A Amendment to Existing Change in Control Severance Agreement dated December 19, 2008 between Compass Minerals International, Inc. and Angelo C. Brisimitzakis (incorporated herein by reference to Exhibit 10.25 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.42
|
Restrictive Covenant Agreement dated May 11, 2006 between Compass Minerals International, Inc. and Angelo C. Brisimitzakis (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated May 11, 2006).
|
10.43
|
Employment Service Agreement, dated October 27, 2006 between Compass Minerals International, Inc. and David J. Goadby (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated October 27, 2006).
|
COMPASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMP
ASS MINERALS INTERNATIONAL, INC.
|
2011 FORM 10-K
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|
/s/
Angelo C. Brisimitzakis
|
|
Angelo C. Brisimitzakis
|
|
President and Chief Executive Officer
|
|
Date: February 22, 2012
|
|
/s/
Rodney L. Underdown
|
|
Rodney L. Underdown
|
|
Vice President and Chief Financial Officer
|
|
Date: February 22, 2012
|
Signature
|
Capacity
|
||
/s/ Angelo C. Brisimitzakis | President, Chief Executive Officer | ||
Angelo C. Brisimitzakis
|
and Director (Principal Executive Officer)
|
||
/s/ Rodney L. Underdown | Vice President and Chief Financial Officer | ||
Rodney L. Underdown
|
(Principal Financial and Accounting Officer)
|
||
/s/ Bradley J. Bell | Director | ||
Bradley J. Bell
|
|||
/s/ D avid J. D’Antoni | Director | ||
David J. D’Antoni
|
|||
/s/ E ric F ord | Director | ||
Eric Ford
|
|||
/s/ Richard S. Grant | Director | ||
Richard S. Grant
|
|||
/s/ Perry W. Premdas | Director | ||
Perry W. Premdas
|
|||
/s/ Allan R. Rothwell | Director | ||
Allan R. Rothwell
|
|||
/s/ Paul S. Williams | Director | ||
Paul S. Williams
|
|||
Compass Minerals International, Inc.
|
|||
By:
|
/s/Victoria Heider
|
||
Title:
|
Vice President, Human Relations
|
Compass Minerals International, Inc.
|
|||
By:
|
/s/Victoria Heider
|
||
Title:
|
Vice President, Human Relations
|
Keith Clark
|
|
Rodney Underdown
|
|
Gerald Bucan
|
|
Ron Bryan
|
Year ended December 31,
|
2011
|
2010
|
2009
|
|||||||||
Earnings:
|
||||||||||||
Net earnings before income taxes
|
$ | 197.3 | $ | 195.2 | $ | 237.1 | ||||||
Less: capitalized interest
|
(0.8 | ) | (1.3 | ) | (1.3 | ) | ||||||
Plus: fixed charges
|
25.0 | 26.9 | 29.2 | |||||||||
$ | 221.5 | $ | 220.8 | $ | 265.0 | |||||||
Fixed Charges:
|
||||||||||||
Interest charges
|
$ | 21.0 | $ | 22.7 | $ | 25.8 | ||||||
Capitalized interest
|
0.8 | 1.3 | 1.3 | |||||||||
Plus interest factor in operating rent expense
|
3.2 | 2.9 | 2.1 | |||||||||
$ | 25.0 | $ | 26.9 | $ | 29.2 | |||||||
Ratio of earnings to fixed charges
|
8.86 | x | 8.21 | x | 9.08 | x |
Company Name
|
Jurisdiction of Incorporation
|
NAMSCO Inc.
|
Delaware
|
North American Salt Company
|
Delaware
|
Carey Salt Company
|
Delaware
|
GSL Corporation
|
Delaware
|
Great Salt Lake Minerals Corporation
|
Delaware
|
Great Salt Lake Holdings, LLC
|
Delaware
|
Compass Resources, Inc.
|
Delaware
|
Pristiva Inc.
|
Delaware
|
CMP Capital, Inc.
|
Delaware
|
Compass Minerals International US Holding Company
|
Delaware
|
Compass Minerals (Europe) Limited
|
England
|
Compass Minerals (UK) Limited
|
England
|
Salt Union Limited
|
England
|
Deepstore Limited
|
England
|
Deepstore Holdings Limited
|
England
|
Levetas Limited
|
England
|
Interactive Records Management Limited
|
England
|
NASC Nova Scotia Company
|
Nova Scotia
|
Compass Canada Limited Partnership
|
Ontario
|
Sifto Canada Corp.
|
Nova Scotia
|
Compass Resources Canada Company
|
Nova Scotia
|
Compass Minerals Canada Inc.
|
Nova Scotia
|
Compass Minerals Nova Scotia Company
|
Nova Scotia
|
909669 Alberta Limited
|
Alberta
|
Big Quill Resources Inc.
|
Saskatchewan
|
CMI Canada Holdings Company
|
Nova Scotia
|
Compass Canada Potash Holdings Inc.
|
Saskatchewan
|
GSL Holdings Europe S.à.r.l.
|
Luxembourg
|
Salt Europe Holdings S.à.r.l.
|
Luxembourg
|
Compass International Holdings S.à.r.l.
|
Luxembourg
|
Compass Cayman Holdings Ltd.
|
Cayman
|
Compass South American Salt Holdings Ltd.
|
Cayman
|
1.
|
I have reviewed this annual report on Form 10-K 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: February 22, 2012
|
/s/ ANGELO C. BRISIMITZAKIS
|
|
Angelo C. Brisimitzakis
|
||
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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: February 22, 2012
|
/s/ RODNEY L. UNDERDOWN
|
|
Rodney L. Underdown
|
||
Vice President and Chief Financial Officer
|
COMPASS MINERALS INTERNATIONAL, INC.
|
||
February 22, 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
|
For the Twelve Months Ended December 31, 2011
|
||||||||||||||||||||||||||||||||||||||||||
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)
|
46 | 0 | 2 | 0 | 0 | $ | 37,441 | 0 |
No
|
No
|
0 | 0 | 0 |