Delaware
|
36-3972986
|
|
(State or other jurisdiction of |
(I.R.S. Employer
|
|
incorporation or organization) | Identification Number) |
Large accelerated filer
R
|
Accelerated filer
£
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
Page
|
||
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
18
|
|
Item 3.
|
25
|
|
Item 4.
|
25
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
25
|
|
Item 1A.
|
26
|
|
Item 2.
|
26
|
|
Item 3.
|
26
|
|
Item 4.
|
26
|
|
Item 5.
|
26
|
|
Item 6.
|
26
|
|
27
|
||
28
|
PART I.
|
FINANCIAL INFORMATION
|
(Unaudited)
|
||||||||
March 31,
2015
|
December 31,
2014
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
313.8
|
$
|
266.8
|
||||
Receivables, less allowance for doubtful accounts of $1.6
in 2015 and $1.4 in 2014
|
143.6
|
213.0
|
||||||
Inventories
|
151.4
|
199.0
|
||||||
Deferred income taxes, net
|
8.7
|
9.7
|
||||||
Other
|
13.1
|
14.2
|
||||||
Total current assets
|
630.6
|
702.7
|
||||||
Property, plant and equipment, net
|
699.6
|
700.9
|
||||||
Intangible assets, net
|
99.1
|
106.2
|
||||||
Goodwill
|
63.1
|
68.5
|
||||||
Other
|
59.1
|
58.9
|
||||||
Total assets
|
$
|
1,551.5
|
$
|
1,637.2
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$
|
3.9
|
$
|
3.9
|
||||
Accounts payable
|
70.5
|
97.6
|
||||||
Accrued expenses
|
56.5
|
60.6
|
||||||
Accrued salaries and wages
|
20.3
|
24.4
|
||||||
Income taxes payable
|
11.2
|
44.4
|
||||||
Accrued interest
|
3.0
|
6.8
|
||||||
Total current liabilities
|
165.4
|
237.7
|
||||||
Long-term debt, net of current portion
|
621.5
|
622.5
|
||||||
Deferred income taxes, net
|
85.1
|
88.9
|
||||||
Other noncurrent liabilities
|
33.4
|
34.5
|
||||||
Commitments and contingencies (Note 7)
|
||||||||
Stockholders' equity:
|
||||||||
Common stock: $0.01 par value, 200,000,000 authorized shares; 35,367,264 issued shares
|
0.4
|
0.4
|
||||||
Additional paid-in capital
|
86.2
|
82.5
|
||||||
Treasury stock, at cost — 1,702,443 shares at March 31, 2015 and 1,757,997 shares at December 31, 2014
|
(3.2
|
)
|
(3.3
|
)
|
||||
Retained earnings
|
627.7
|
589.5
|
||||||
Accumulated other comprehensive loss
|
(65.0
|
)
|
(15.5
|
)
|
||||
Total stockholders' equity
|
646.1
|
653.6
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,551.5
|
$
|
1,637.2
|
Three Months Ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Sales
|
$
|
393.0
|
$
|
422.0
|
||||
Shipping and handling cost
|
101.9
|
130.7
|
||||||
Product cost
|
177.9
|
199.0
|
||||||
Gross profit
|
113.2
|
92.3
|
||||||
Selling, general and administrative expenses
|
28.5
|
25.3
|
||||||
Operating earnings
|
84.7
|
67.0
|
||||||
Other (income) expense:
|
||||||||
Interest expense
|
5.4
|
4.4
|
||||||
Other, net
|
(3.5
|
)
|
(3.1
|
)
|
||||
Earnings before income taxes
|
82.8
|
65.7
|
||||||
Income tax expense
|
22.2
|
15.5
|
||||||
Net earnings
|
$
|
60.6
|
$
|
50.2
|
||||
Basic net earnings per common share
|
$
|
1.79
|
$
|
1.49
|
||||
Diluted net earnings per common share
|
$
|
1.79
|
$
|
1.49
|
||||
Weighted-average common shares outstanding (in thousands):
|
||||||||
Basic
|
33,626
|
33,502
|
||||||
Diluted
|
33,649
|
33,520
|
||||||
Cash dividends per share
|
$
|
0.66
|
$
|
0.60
|
Three Months Ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Net earnings
|
$
|
60.6
|
$
|
50.2
|
||||
Other comprehensive income (loss):
|
||||||||
Unrealized gain from change in pension obligation, net of tax of $(0.1) in both 2015 and 2014
|
0.3
|
0.3
|
||||||
Unrealized gain on cash flow hedges, net of tax of $(0.1) and $(0.2) in 2015 and 2014, respectively
|
-
|
0.2
|
||||||
Cumulative translation adjustment
|
(49.8
|
)
|
(15.5
|
)
|
||||
Comprehensive income
|
$
|
11.1
|
$
|
35.2
|
Common
Stock
|
Additional
Paid-In
Capital
|
Treasury
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
|||||||||||||||||||
Balance, December 31, 2014
|
$
|
0.4
|
$
|
82.5
|
$
|
(3.3
|
)
|
$
|
589.5
|
$
|
(15.5
|
)
|
$
|
653.6
|
||||||||||
Dividends on common stock
|
(22.4
|
)
|
(22.4
|
)
|
||||||||||||||||||||
Stock options exercised
|
2.0
|
0.1
|
2.1
|
|||||||||||||||||||||
Income tax benefit from equity awards
|
0.1
|
0.1
|
||||||||||||||||||||||
Stock-based compensation
|
1.6
|
1.6
|
||||||||||||||||||||||
Comprehensive income (loss)
|
60.6
|
(49.5
|
)
|
11.1
|
||||||||||||||||||||
Balance, March 31, 2015
|
$
|
0.4
|
$
|
86.2
|
$
|
(3.2
|
)
|
$
|
627.7
|
$
|
(65.0
|
)
|
$
|
646.1
|
Three Months Ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net earnings
|
$
|
60.6
|
$
|
50.2
|
||||
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
|
||||||||
Depreciation, depletion and amortization
|
19.1
|
18.4
|
||||||
Finance fee amortization
|
0.3
|
0.3
|
||||||
Stock-based compensation
|
1.6
|
1.2
|
||||||
Deferred income taxes
|
4.5
|
3.0
|
||||||
Other, net
|
1.1
|
(1.6
|
)
|
|||||
Insurance advances for operating purposes, Goderich tornado
|
-
|
5.0
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Receivables
|
65.0
|
47.2
|
||||||
Inventories
|
42.4
|
85.0
|
||||||
Other assets
|
(3.1
|
)
|
3.3
|
|||||
Accounts payable and accrued expenses
|
(70.0
|
)
|
(51.0
|
)
|
||||
Other liabilities
|
0.9
|
(0.3
|
)
|
|||||
Net cash provided by operating activities
|
122.4
|
160.7
|
||||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(41.7
|
)
|
(25.0
|
)
|
||||
Insurance advances for investment purposes, Goderich tornado
|
-
|
8.7
|
||||||
Other, net
|
-
|
2.9
|
||||||
Net cash used in investing activities
|
(41.7
|
)
|
(13.4
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Principal payments on long-term debt
|
(0.9
|
)
|
(0.9
|
)
|
||||
Dividends paid
|
(22.4
|
)
|
(20.2
|
)
|
||||
Proceeds received from stock option exercises
|
2.1
|
2.1
|
||||||
Excess tax benefit (deficiency) from equity compensation awards
|
0.1
|
(0.2
|
)
|
|||||
Net cash used in financing activities
|
(21.1
|
)
|
(19.2
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(12.6
|
)
|
(4.3
|
)
|
||||
Net change in cash and cash equivalents
|
47.0
|
123.8
|
||||||
Cash and cash equivalents, beginning of the year
|
266.8
|
159.6
|
||||||
Cash and cash equivalents, end of period
|
$
|
313.8
|
$
|
283.4
|
||||
Supplemental cash flow information:
|
||||||||
Interest paid, net of amounts capitalized
|
$
|
8.9
|
$
|
2.0
|
||||
Income taxes paid, net of refunds
|
$
|
48.9
|
$
|
12.5
|
1.
|
Accounting Policies and Basis of Presentation:
|
2.
|
Inventories:
|
March 31,
2015
|
December 31,
2014
|
|||||||
Finished goods
|
$
|
93.8
|
$
|
148.5
|
||||
Raw materials and supplies
|
57.6
|
50.5
|
||||||
Total inventories
|
$
|
151.4
|
$
|
199.0
|
3.
|
Property, Plant and Equipment, Net:
|
March 31,
2015
|
December 31,
2014
|
|||||||
Land, buildings and structures and leasehold improvements
|
$
|
345.7
|
$
|
352.2
|
||||
Machinery and equipment
|
664.6
|
669.1
|
||||||
Office furniture and equipment
|
17.5
|
17.5
|
||||||
Mineral interests
|
174.2
|
179.6
|
||||||
Construction in progress
|
116.0
|
108.9
|
||||||
1,318.0
|
1,327.3
|
|||||||
Less accumulated depreciation and depletion
|
(618.4
|
)
|
(626.4
|
)
|
||||
Property, plant and equipment, net
|
$
|
699.6
|
$
|
700.9
|
4.
|
Goodwill and Intangible Assets, Net:
|
Supply
Agreement
|
SOP
Production
Rights
|
Customer/
Distributor
Relationships
|
Lease
Rights
|
Patents
|
Other
|
Total
|
||||||||||||||||||||||
March 31, 2015:
|
||||||||||||||||||||||||||||
Gross intangible asset
|
$
|
28.6
|
$
|
24.3
|
$
|
7.4
|
$
|
1.8
|
$
|
16.3
|
$
|
4.3
|
$
|
82.7
|
||||||||||||||
Accumulated amortization
|
(2.4
|
)
|
(11.0
|
)
|
(2.0
|
)
|
(0.2
|
)
|
(1.4
|
)
|
(0.8
|
)
|
(17.8
|
)
|
||||||||||||||
Net finite-lived intangible assets
|
$
|
26.2
|
$
|
13.3
|
$
|
5.4
|
$
|
1.6
|
$
|
14.9
|
$
|
3.5
|
$
|
64.9
|
Supply
Agreement
|
SOP
Production
Rights
|
Customer/
Distributor
Relationships
|
Lease
Rights
|
Patents
|
Other
|
Total
|
||||||||||||||||||||||
December 31, 2014:
|
||||||||||||||||||||||||||||
Gross intangible asset
|
$
|
31.3
|
$
|
24.3
|
$
|
8.1
|
$
|
1.9
|
$
|
17.9
|
$
|
4.6
|
$
|
88.1
|
||||||||||||||
Accumulated amortization
|
(2.5
|
)
|
(10.8
|
)
|
(2.0
|
)
|
(0.2
|
)
|
(1.2
|
)
|
(0.6
|
)
|
(17.3
|
)
|
||||||||||||||
Net finite-lived intangible assets
|
$
|
28.8
|
$
|
13.5
|
$
|
6.1
|
$
|
1.7
|
$
|
16.7
|
$
|
4.0
|
$
|
70.8
|
Intangible asset
|
Estimated
Lives
|
||
Supply agreement
|
50 years
|
||
SOP production rights
|
25 years
|
||
Patents
|
10-20 years
|
||
Developed technology
|
5 years
|
||
Lease rights
|
25 years
|
||
Customer and distributor relationships
|
5-10 years
|
||
Trademarks
|
10 years
|
||
Noncompete agreements
|
5 years
|
||
Trade names
|
Indefinite
|
||
Water rights
|
Indefinite
|
5.
|
Income Taxes:
|
6.
|
Long-term Debt:
|
March 31,
2015
|
December 31,
2014
|
|||||||
Term Loan due May 2017
|
$
|
375.4
|
$
|
376.4
|
||||
Revolving Credit Facility due August 2017
|
-
|
-
|
||||||
4.875% Senior Notes due July 2024
|
250.0
|
250.0
|
||||||
625.4
|
626.4
|
|||||||
Less current portion
|
(3.9
|
)
|
(3.9
|
)
|
||||
Long-term debt
|
$
|
621.5
|
$
|
622.5
|
7.
|
Commitments and Contingencies:
|
8.
|
Operating Segments:
|
Three Months Ended March 31, 2015
|
||||||||||||||||
Salt
|
Plant
Nutrition
|
Corporate
and Other
(a)
|
Total
|
|||||||||||||
Sales to external customers
|
$
|
316.7
|
$
|
73.6
|
$
|
2.7
|
$
|
393.0
|
||||||||
Intersegment sales
|
-
|
0.7
|
(0.7
|
)
|
-
|
|||||||||||
Shipping and handling cost
|
94.5
|
7.4
|
-
|
101.9
|
||||||||||||
Operating earnings (loss)
|
77.0
|
20.8
|
(13.1
|
)
|
84.7
|
|||||||||||
Depreciation, depletion and amortization
|
10.9
|
7.0
|
1.2
|
19.1
|
||||||||||||
Total assets
|
949.6
|
543.3
|
58.6
|
1,551.5
|
Three Months Ended March 31, 2014
|
||||||||||||||||
Salt
|
Plant
Nutrition
|
Corporate
and Other
(a)
|
Total
|
|||||||||||||
Sales to external customers
|
$
|
353.2
|
$
|
66.1
|
$
|
2.7
|
$
|
422.0
|
||||||||
Intersegment sales
|
0.2
|
0.5
|
(0.7
|
)
|
-
|
|||||||||||
Shipping and handling cost
|
123.1
|
7.6
|
-
|
130.7
|
||||||||||||
Operating earnings (loss)
|
63.5
|
16.3
|
(12.8
|
)
|
67.0
|
|||||||||||
Depreciation, depletion and amortization
|
11.4
|
6.0
|
1.0
|
18.4
|
||||||||||||
Total assets
|
922.9
|
392.1
|
64.2
|
1,379.2
|
(a)
|
Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions.
|
9.
|
Stockholders’ Equity and Equity Instruments:
|
|
Range
|
|||
Fair value of options granted
|
|
$14.34 - $15.09
|
||
Exercise price
|
|
$91.75
|
||
Expected term (years)
|
4.5-5
|
|||
Expected volatility
|
24.8% - 25.0%
|
|||
Dividend yield
|
3.1%
|
|
||
Risk-free rate of return
|
1.5% - 1.6%
|
|
|
Stock Options
|
RSUs
|
PSUs
(a)
|
|||||||||||||||||||||
|
Number
|
Weighted-average
exercise price
|
Number
|
Weighted-average
fair value
|
Number
|
Weighted-average
fair value
|
||||||||||||||||||
Outstanding at December 31, 2014
|
278,429
|
$
|
79.23
|
88,532
|
$
|
76.58
|
59,627
|
$
|
88.69
|
|||||||||||||||
Granted
|
119,769
|
91.75
|
19,311
|
91.75
|
35,251
|
100.49
|
||||||||||||||||||
Exercised
(b)
|
(28,903
|
)
|
73.12
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Released from restriction
(b)
|
-
|
-
|
(15,952
|
)
|
71.69
|
(10,454
|
)
|
74.49
|
||||||||||||||||
Cancelled/Expired
|
(3,527
|
)
|
81.32
|
(1,051
|
)
|
79.78
|
(5,375
|
)
|
77.90
|
|||||||||||||||
Outstanding at March 31, 2015
|
365,768
|
$
|
83.75
|
90,840
|
$
|
80.63
|
79,049
|
$
|
96.56
|
(a) | Until they vest, PSUs are included in the table at the 100% attainment level at their grant date and at that level represent one share per unit. The final performance period for the 2012 PSU grant was completed in 2014. The Company issued 10,454 shares and cancelled 4,443 PSUs due to performance in the first quarter of 2015 related to the 2012 PSU grant. |
(b) | Common stock issued for exercised options and RSUs and PSUs released from restriction were issued from treasury stock. |
Three Months Ended March 31, 2015
(a)
|
Gains and
(Losses) on
Cash Flow
Hedges
|
Defined
Benefit
Pension
|
Foreign
Currency
|
Total
|
||||||||||||
Beginning balance
|
$
|
(2.0
|
)
|
$
|
(9.0
|
)
|
$
|
(4.5
|
)
|
$
|
(15.5
|
)
|
||||
Other comprehensive income (loss) before reclassifications
(b)
|
(0.7
|
)
|
-
|
(49.8
|
)
|
(50.5
|
)
|
|||||||||
Amounts reclassified from accumulated other comprehensive income
|
0.7
|
0.3
|
-
|
1.0
|
||||||||||||
Net current period other comprehensive income (loss)
|
-
|
0.3
|
(49.8
|
)
|
(49.5
|
)
|
||||||||||
Ending balance
|
$
|
(2.0
|
)
|
$
|
(8.7
|
)
|
$
|
(54.3
|
)
|
$
|
(65.0
|
)
|
Three Months Ended March 31, 2014
(a)
|
Gains and
(Losses) on
Cash Flow
Hedges
|
Defined
Benefit
Pension
|
Foreign
Currency
|
Total
|
||||||||||||
Beginning balance
|
$
|
0.3
|
$
|
(9.3
|
)
|
$
|
43.5
|
$
|
34.5
|
|||||||
Other comprehensive income (loss) before reclassifications
(b)
|
0.6
|
-
|
(15.5
|
)
|
(14.9
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive income
|
(0.4
|
)
|
0.3
|
-
|
(0.1
|
)
|
||||||||||
Net current period other comprehensive income (loss)
|
0.2
|
0.3
|
(15.5
|
)
|
(15.0
|
)
|
||||||||||
|
||||||||||||||||
Ending balance
|
$
|
0.5
|
$
|
(9.0
|
)
|
$
|
28.0
|
$
|
19.5
|
(a) | With the exception of the cumulative foreign currency translation adjustment, for which no tax effect is recorded, the changes in the components of accumulated other comprehensive gain (loss) presented in the table above are reflected net of applicable income taxes. |
(b) | The Company recorded foreign exchange losses of approximately $17.3 million and $8.3 million in the first quarters of 2015 and 2014, respectively, in accumulated other comprehensive income related to intercompany notes which were deemed to be of long-term investment nature. |
Amount Reclassified from AOCI
|
|||||||||
|
Three Months Ended
March 31, 2015
|
Three Months Ended
March 31, 2014
|
Line Item Impacted in the
Consolidated Statement of Operations
|
||||||
Gains and (losses) on cash flow hedges:
|
|||||||||
Natural gas instruments
|
$
|
1.1
|
$
|
(0.6
|
)
|
Product cost
|
|||
|
(0.4
|
)
|
0.2
|
Income tax expense (benefit)
|
|||||
Reclassifications, net of income taxes
|
0.7
|
(0.4
|
)
|
||||||
Amortization of defined benefit pension:
|
|||||||||
Amortization of loss
|
$
|
0.4
|
$
|
0.4
|
Product cost
|
||||
(0.1
|
)
|
(0.1
|
)
|
Income tax expense (benefit)
|
|||||
Reclassifications, net of income taxes
|
0.3
|
0.3
|
|||||||
Total reclassifications, net of income taxes
|
$
|
1.0
|
$
|
(0.1
|
)
|
10.
|
Derivative Financial Instruments:
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||
Derivatives designated as hedging instruments
(a) (b)
|
Balance Sheet
Location
|
March 31,
2015
|
Balance Sheet
Location
|
March 31,
2015
|
||||||
Commodity contracts
|
Other current assets
|
$
|
-
|
Accrued expenses
|
$
|
2.1
|
||||
Commodity contracts
|
Other assets
|
-
|
Other noncurrent liabilities
|
1.2
|
||||||
Total derivatives designated as hedging instruments
|
|
$
|
-
|
|
$
|
3.3
|
(a) | As of March 31, 2015, the Company has commodity hedge agreements with four counterparties. All of the counterparties are in payable positions. |
(b) | The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets immaterial amounts that are in receivable and payable positions with larger amounts that are in payable and receivable positions, respectively. |
Asset Derivatives
|
Liability Derivatives
|
|||||||||
Derivatives designated as hedging instruments
(a) (b)
|
Balance Sheet
Location
|
December 31,
2014
|
Balance Sheet
Location
|
December 31,
2014
|
||||||
Commodity contracts
|
Other current assets
|
$
|
0.1
|
Accrued expenses
|
$
|
2.5
|
||||
Commodity contracts
|
Other assets
|
-
|
Other noncurrent liabilities
|
1.0
|
||||||
Total derivatives designated as hedging instruments
|
|
$
|
0.1
|
|
$
|
3.5
|
(a) | The Company has commodity hedge agreements with four counterparties. Amounts recorded as liabilities for the Company’s commodity contracts are payable to all counterparties. The amount recorded as an asset is due from two counterparties. |
(b) | The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.1 million of its commodity contracts that are in a receivable position against its contracts in payable positions. |
11.
|
Fair Value Measurements:
|
March 31,
2015
|
Level One
|
Level Two
|
Level Three
|
|||||||||||||
Asset Class:
|
||||||||||||||||
Mutual fund investments in a non-qualified retirement plan
(a)
|
$
|
1.8
|
$
|
1.8
|
$
|
-
|
$
|
-
|
||||||||
Total Assets
|
$
|
1.8
|
$
|
1.8
|
$
|
-
|
$
|
-
|
||||||||
Liability Class:
|
||||||||||||||||
Liabilities related to non-qualified retirement plan
|
$
|
(1.8
|
)
|
$
|
(1.8
|
)
|
$
|
-
|
$
|
-
|
||||||
Derivatives – natural gas instruments
|
(3.3
|
)
|
-
|
(3.3
|
)
|
-
|
||||||||||
Total Liabilities
|
$
|
(5.1
|
)
|
$
|
(1.8
|
)
|
$
|
(3.3
|
)
|
$
|
-
|
(a) | Includes mutual fund investments of approximately 15% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small-cap U.S. companies, approximately 5% in international companies, approximately 5% in bond funds, approximately 30% in short-term investments and approximately 40% in blended funds. |
December 31,
2014
|
Level One
|
Level Two
|
Level Three
|
|||||||||||||
Asset Class:
|
||||||||||||||||
Mutual fund investments in a non-qualified savings plan
(a)
|
$
|
1.9
|
$
|
1.9
|
$
|
-
|
$
|
-
|
||||||||
Total Assets
|
$
|
1.9
|
$
|
1.9
|
$
|
-
|
$
|
-
|
||||||||
Liability Class:
|
||||||||||||||||
Liabilities related to non-qualified savings plan
|
$
|
(1.9
|
)
|
$
|
(1.9
|
)
|
$
|
-
|
$
|
-
|
||||||
Derivatives – natural gas instruments
|
(3.4
|
)
|
-
|
(3.4
|
)
|
-
|
||||||||||
Total Liabilities
|
$
|
(5.3
|
)
|
$
|
(1.9
|
)
|
$
|
(3.4
|
)
|
$
|
-
|
(a) | Includes mutual fund investments of approximately 15% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 5% in bond funds, approximately 35% in short-term investments and approximately 40% in blended funds. |
12.
|
Earnings per Share:
|
Three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Numerator:
|
|
|
||||||
Net earnings
|
$
|
60.6
|
$
|
50.2
|
||||
Less: net earnings allocated to participating securities
(a)
|
(0.3
|
)
|
(0.4
|
)
|
||||
Net earnings available to common shareholders
|
$
|
60.3
|
$
|
49.8
|
||||
Denominator (in thousands):
|
||||||||
Weighted-average common shares outstanding, shares for basic earnings per share
|
33,626
|
33,502
|
||||||
Weighted-average awards outstanding
(b)
|
23
|
18
|
||||||
Shares for diluted earnings per share
|
33,649
|
33,520
|
||||||
Net earnings per common share, basic
|
$
|
1.79
|
$
|
1.49
|
||||
Net earnings per common share, diluted
|
$
|
1.79
|
$
|
1.49
|
(a)
|
Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 216,000 and 220,000 for the three months ended March 31, 2015 and 2014, respectively.
|
(b)
|
For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method, to determine the weighted average number of outstanding common shares. In addition, the Company had 343,000 and 373,000 weighted-awards outstanding for the three months ended March 31, 2015 and 2014, respectively, which were anti-dilutive and therefore not included in the diluted earnings per-share calculation.
|
Three Months Ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Salt Sales (in millions)
|
|
|
||||||
Salt sales
|
$
|
316.7
|
$
|
353.2
|
||||
Less: salt shipping and handling
|
94.5
|
123.1
|
||||||
Salt product sales
|
$
|
222.2
|
$
|
230.1
|
||||
Salt Sales Volumes (thousands of tons)
|
||||||||
Highway deicing
|
3,847
|
4,742
|
||||||
Consumer and industrial
|
507
|
654
|
||||||
Total tons sold
|
4,354
|
5,396
|
||||||
Average Salt Sales Price (per ton)
|
||||||||
Highway deicing
|
$
|
62.99
|
$
|
53.75
|
||||
Consumer and industrial
|
146.77
|
150.28
|
||||||
Combined
|
72.74
|
65.45
|
||||||
Plant Nutrition Sales (in millions)
|
||||||||
Plant Nutrition sales
|
$
|
73.6
|
$
|
66.1
|
||||
Less: Plant Nutrition shipping and handling
|
7.4
|
7.6
|
||||||
Plant Nutrition product sales
|
$
|
66.2
|
$
|
58.5
|
||||
Plant Nutrition Sales Volumes (thousands of tons)
|
97
|
107
|
||||||
Plant Nutrition Average Price (per ton)
|
$
|
759
|
$
|
616
|
Three Months Ended March 31,
|
||||||||
|
2015
|
2014
|
||||||
Net earnings
|
$
|
60.6
|
$
|
50.2
|
||||
Interest expense
|
5.4
|
4.4
|
||||||
Income tax expense
|
22.2
|
15.5
|
||||||
Depreciation, depletion and amortization
|
19.1
|
18.4
|
||||||
EBITDA
|
107.3
|
88.5
|
||||||
Adjustments to EBITDA:
|
||||||||
Other income, net
|
(3.5
|
)
|
(3.1
|
)
|
||||
Adjusted EBITDA
|
$
|
103.8
|
$
|
85.4
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|||
Date: April 28, 2015
|
/s/ FRANCIS J. MALECHA
|
||
Francis J. Malecha
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|||
Date: April 28, 2015
|
/s/ MATTHEW J. FOULSTON
|
||
Matthew J. Foulston
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
Executive Officers
|
Current Salary
|
|||
Francis Malecha
|
$
|
762,200
|
||
Matthew Foulston
|
$
|
450,000
|
||
Steven Berger
|
$
|
374,544
|
||
Keith Espelien
|
$
|
318,240
|
||
Robert Miller
|
$
|
315,000
|
Executive Officers
|
Target Percentage
|
Francis Malecha
|
105%
|
Matthew Foulston
|
65%
|
Steven Berger
|
50%
|
Keith Espelien
|
60%
|
Robert Miller
|
60%
|
·
|
Reward employees for achieving and exceeding individual and CMP objectives.
|
·
|
Promote teamwork across Business Units and Functions.
|
·
|
Reinforce and motivate participants to fully utilize CMP resources and continual efforts to maximize earnings, cash flow and growth.
|
·
|
Establish Safety results as a common, primary multiplier for all MAIP awards.
|
·
|
MAIP awards are dependent upon accomplishment of CMP Corporate and Business Unit goals and objectives. Payments will be based on performance targets established for an incentive period beginning January 1 through December 31 of a particular year.
|
·
|
The CEO and Senior Vice President Corporate Services will develop recommendations for the Compensation Committee for the Target Percentage assigned to executive and key participants in the MAIP Plan. Each participant's overall incentive award is capped and shall not exceed 200% of base salary.
|
·
|
Participants in the MAIP are assigned an overall Target Percentage; this is a percent of base salary and the corresponding dollar amount is the participant’s Target Award.
|
o
|
Example
: A participant with a base salary of $50,000 and Target Percentage of 10% would have a Target Award of $5,000
(= 100% of Target)
.
|
·
|
Participant’s base salary reported as of December 31 of the performance year, excluding bonuses, special pay and other forms of compensation, will be used to calculate MAIP Awards.
|
·
|
Overall MAIP payments made under this plan are reviewed in aggregate and require approval of the Compensation Committee.
|
·
|
Corporate Adjusted EBITDA
|
·
|
Business-unit Adjusted EBITDA (Adjusted EBITDA is Operating Income plus depreciation and amortization each as applicable to the Business-unit and on a combined basis.)
|
·
|
Cost Per Ton (Cost to produce finished goods divided by finished goods production per ton)
|
·
|
Personal Performance Objectives
|
·
|
Environmental, Health and Safety (“EHS”) Performance (Incidence rates)
|
SVP
|
||||||||||
Division (Salt, Plant Nutrition)
|
Operations
|
Corporate Enabling
|
||||||||
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
||
Corporate
|
Corporate EBITDA
|
50%
|
Corporate
|
Corporate EBITDA
|
50%
|
Corporate
|
Corporate EBITDA
|
80%
|
||
Division
|
Division EBITDA
|
30%
|
Operations
|
Cost Per Ton
|
22.5%
|
Personal
|
Personal Objectives
|
20%
|
||
Personal
|
Personal Objectives
|
20%
|
Operations
|
Wtg Avg NAS and Spec. Fert. EBITDA
|
7.5%
|
|||||
Personal
|
Personal Objectives
|
20%
|
VP
|
||||||||||
Division (Salt, Plant Nutrition)
|
Operations
|
Corporate Enabling
|
||||||||
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
||
Corporate
|
Corporate EBITDA
|
40%
|
Corporate
|
Corporate EBITDA
|
40%
|
Corporate
|
Corporate EBITDA
|
70%
|
||
Division
|
Division EBITDA
|
30%
|
Operations
|
Cost Per Ton
|
22.5%
|
Personal
|
Personal Objectives
|
30%
|
||
Personal
|
Personal Objectives
|
30%
|
Operations
|
Wtg Avg NAS and Spec. Fert. EBITDA
|
7.5%
|
|||||
Personal
|
Personal Objectives
|
30%
|
Directors/Managers
|
||||||||||
Division (Salt, Plant Nutrition)
|
Operations
|
Corporate Enabling
|
||||||||
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
Team Alignment
|
Plan Metric
|
Weighting
|
||
Corporate
|
Corporate EBITDA
|
30%
|
Corporate
|
Corporate EBITDA
|
30%
|
Corporate
|
Corporate EBITDA
|
70%
|
||
Division
|
Division EBITDA
|
40%
|
Operations
|
Cost Per Ton
|
30%
|
Personal
|
Personal Objectives
|
30%
|
||
Personal
|
Personal Objectives
|
30%
|
Operations
|
Wtg Avg NAS and Spec. Fert. EBITDA
|
10%
|
|||||
Personal
|
Personal Objectives
|
30%
|
Safety Multiplier +/- 10% Applies to All Plans
|
PERCENT OF GOAL ACHIEVED
|
PERCENT OF AIP TARGET PAID
|
|
< 75%
|
0%
|
|
75%
|
25%
|
|
100%
|
100%
|
|
≥ 150%
|
200% (maximum)
|
EHS RATING ACHIEVED
|
MULTIPLER APPLIED
|
|
125% of goal
|
0.9
|
|
100% of goal
|
1.0
|
|
75% of goal
|
1.1
|
Ø
|
AIP bonus payments are made in the year following the year with respect to which the bonus relates. The actual payment will be made as soon as practical after annual financial statements are available and upon final approval of the Compensation Committee.
|
Ø
|
To be eligible to receive an AIP bonus payment, a participant must have been actively employed at the time of any approved pay-out or, if earlier, February 28 of the year following the year with respect to which the payment relates.
|
Ø
|
Any participant who terminates employment, voluntarily or involuntarily, prior to the approved pay-out date (or February 28, if earlier) will not receive an AIP bonus payment, except as stipulated below:
|
o
|
In the event of normal retirement, disability or death prior to the end of an incentive period, an otherwise eligible participant may receive a pro-rated AIP payment amount, provided an AIP award was approved for the applicable incentive period.
|
o
|
In the event of a change in ownership or control resulting in termination of employment prior to end of the incentive period, an otherwise eligible participant may receive a pro-rated AIP payment amount, provided an AIP award was approved for the applicable incentive period. Any prior arrangements will supersede this provision.
|
Ø
|
An employee hired into a position approved for participation after the beginning of an incentive period may be considered for a pro-rated participation in this plan, unless the employee starts on or after October 1 of the plan year or other arrangements are approved as part of the offer letter and approved by the Director Total Rewards.
|
Ø
|
AIP bonus payments are paid-out on a one-time basis as a lump-sum, in cash, as such are considered compensation and reportable income for all tax reporting purposes. In certain circumstance such payment made be made in methods other than cash.
|
Ø
|
AIP bonus payments are included in total annual earnings and must be counted for the purpose of calculating 401k contributions, profit sharing contributions and other applicable deductions.
|
Ø
|
A participant on a Performance Improvement Plan for job performance is not eligible to receive an AIP bonus payment.
|
Ø
|
All Support Enabling functions will be paid on the Corporate Enabling plan. A support enabling function is one that reports into an SVP Corporate Services or the CFO.
|
Ø
|
A participant must have a score of Solid (“3”) or better on their annual Performance review to be eligible for an MAIP payout.
|
|
Exhibit 10.3
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares of Performance Stock Units:
|
|
Performance Period:
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|||
By:
|
|||
Name:
|
Steven N. Berger | ||
Title:
|
Senior Vice President Corporate Services | ||
GRANTEE
|
|||
Performance
Period
|
ROIC Performance Criteria
|
|||
FY
to
|
Threshold
|
Target
|
Maximum
|
|
ROIC Achieved:
|
[ ]%
|
[ ]%
|
[ ]%
|
|
Vesting Percent:
|
[ ]%
|
[ ]%
|
[ ]%
|
|
Earned percentages will be interpolated on a straight line basis
|
|
Exhibit 10.4
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares of Performance Stock Units:
|
|
Performance Period:
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|||
By:
|
|||
Name:
|
Steven N. Berger | ||
Title:
|
Senior Vice President Corporate Services | ||
GRANTEE
|
|||
Performance Period
|
rTSR Performance Criteria
|
|
FY
to
|
The Performance Stock Units earned for the Performance Period will be based on CMP's Total Shareholder Return (TSR) compared to the TSR of the companies comprising the Russell 3000 Index over such Performance Period.
|
|
Benchmark
Ranking
|
Percentage of Performance Stock
Units Earned
|
|
|
|
|
Benchmark and earned percentages will be interpolated on a straight line basis
|
|
Exhibit 10.5
|
Name of Optionee:
|
|
Grant Date:
|
|
Number of Option Shares:
|
|
Option Price per Share:
|
Date
|
Vested %
|
1st anniversary of Grant Date
|
25%
|
2nd anniversary of Grant Date
|
25%
|
3rd anniversary of Grant Date
|
25%
|
4th anniversary of Grant Date
|
25%
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|||
By:
|
|||
Name:
|
Steven N. Berger | ||
Title:
|
Senior Vice President Corporate Services | ||
|
|||
OPTIONEE
|
|||
|
Exhibit 10.6
|
Name of Grantee:
|
|
Grant Date:
|
|
Number of Shares of Restricted Stock Units:
|
COMPASS MINERALS INTERNATIONAL, INC.
|
|||
By:
|
|||
Name:
|
Steven N. Berger | ||
Title:
|
Senior Vice President Corporate Services | ||
GRANTEE
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1.
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Purpose
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2.
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Definitions
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(a) | “ Cause ” means, in connection with a Participant’s termination of employment, (i) the conviction of a Participant of, or plea of guilty or nolo contendere by the Participant to, a felony or misdemeanor involving moral turpitude, (ii) the indictment of a Participant for a felony or misdemeanor under federal securities laws, (iii) the willful misconduct or gross negligence by a Participant resulting in material harm to the Company or any Subsidiary, (iv) fraud, embezzlement, theft, or dishonesty by a Participant against the Company or any Subsidiary, or willful violation by the Participant of a policy or procedure of the Company or Subsidiary, resulting in any case in material harm to the Company or Subsidiary, |
(b) | “ Disability ” means a Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months; or is, by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. |
(c) | “ Good Reason ” means, in connection with a Participant’s termination of employment, the occurrence of any of the following events within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) after a Change of Control without a Participant’s express written consent: (i) a material adverse change in the Participant’s duties or responsibilities as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that “Good Reason” shall not be deemed to occur upon a change in the Participant’s reporting structure, upon a change in the Participant’s duties or responsibilities that is a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this definition, or upon a change in the Participant’s duties or responsibilities that is part of an across the board change in duties or responsibilities of employees at the Participant’s level; (ii) any material reduction in the Participant’s annual base salary or annual target or maximum bonus opportunity in effect as of the Change of Control (or as the same may be increased from time to time thereafter); provided, however, that “Good Reason” shall not include such a reduction of less than 10% that is part of an across the board reduction applicable to employees at the Participant’s level; (iii) Company’s relocation of the Participant more than 50 miles from the Participant’s primary office location and more than 50 miles from the |
(d) | “ Retirement ” means, with respect to an Employee, such Employee’s voluntary separation from service on or after attaining age sixty-two (62) with a combined age and years of service equal to or greater than sixty-seven (67). |
4. | Termination of Employment . Except as provided in paragraphs 5, 6, 7, 8 or 9 below, if a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable vesting under the Award Agreement, then all further vesting shall cease as of the date of such termination and all unvested awards will be forfeited. In the case of a Non-Qualified Stock Option, the Participant shall have 90 days to exercise such option (to the extent vested). |
5.
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Retirement
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(a) | Performance Stock Units . If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to Retirement, then the Performance Stock Units granted under an Award Agreement will be earned based on the Company’s actual performance for the entire Performance Period, but shall vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable Performance Period, treating any partial month as a completed month and rounding up to the nearest whole share). Payment (if any) shall be made to the Participant at the same time and in the same manner that payment would have been paid to the Participant had he or she remained in employed through the end of the Performance Period; provided that payment will be delayed to the extent necessary to comply with Section 409A of the Code. 1 |
(b) | Restricted Stock Units . If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable vesting date due to Retirement, then any unvested Restricted Stock Units granted under the Award Agreement will vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable vesting period, treating any partial month as a completed month and rounding up to the nearest whole share) and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through the vesting date under the Award Agreement; provided that payment is conditioned upon satisfaction of all applicable performance goals and will be delayed to the extent necessary to comply with Section 409A of the Code. 2 |
(c) | Non-Qualified Stock Options . If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of the applicable vesting period due to Retirement, then any unvested Non-Qualified Stock Options granted under such Award Agreement will vest pro rata as of the date of Retirement (based on the number of months of service completed during the applicable vesting period, treating any partial month as a completed month and rounding up to the nearest whole share); and the Participant shall have until the expiration of the third (3 rd ) anniversary of his or her Retirement to exercise any vested Non-Qualified Stock Options. 3 |
6.
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Death
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(a) | Performance Stock Units . If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to death, then the Performance Stock Units granted under the Award Agreement will be 100% vested and paid “at target” within 60 days of the Participant’s death. |
(b) | Restricted Stock Units . If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of an applicable vesting date due to death, then the Restricted Stock Units granted under the Award Agreement will be 100% vested and paid within 60 days of the Participant’s death. |
(c) | Non-Qualified Stock Options . If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of the applicable vesting period due to death, then any unvested Non-Qualified Stock Options granted under such Award Agreement will vest pro rata as of the date of death (based on the number of months of service completed during the applicable vesting period, treating any |
7.
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Disability
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(a) | Performance Stock Units . If a Participant’s employment with the Company and its Subsidiaries ends prior to the last day of an applicable Performance Period due to Disability, then the Performance Stock Units granted under an Award Agreement will not be forfeited but instead will continue to vest and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through the end of the Performance Period; provided that payment will be delayed to the extent necessary to comply with Section 409A of the Code. 5 |
(b) | Restricted Stock Units . If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of an applicable vesting date due to Disability, then any Restricted Stock Units granted under the Award Agreement will not be forfeited but instead will continue to vest and will be paid at the same time and in the same manner that such Award would have been paid to the Participant had he or she remained in employed through such vesting date; provided that payment is conditioned upon satisfaction of all applicable performance goals and will be delayed to the extent necessary to comply with Section 409A of the Code. 6 |
(c) | Non-Qualified Stock Options . If a Participant terminates employment with the Company and its Subsidiaries prior to the last day of the applicable vesting period due to Disability, then any Non-Qualified Stock Options granted under the Award Agreement will not be forfeited but instead will continue to vest and must be exercised no later than the third (3 rd ) anniversary of the Participant’s Disability. |
8.
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Change of Control
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(a) | Restricted Stock Units . If in connection with a Change of Control: (i) a Participant’s Restricted Stock Units are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily |
(b) | Performance Stock Units . If in connection with a Change of Control: (a) a Participant’s Performance Stock Units are not assumed or an economically equivalent right is not substituted by the surviving or successor entity, or (b) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) of such Change of Control and prior to the end of the applicable Performance Period, then the number of Performance Stock Units earned with respect to the Performance Period shall be determined based on the Company’s actual performance through the effective date of such Change of Control or termination of employment (as applicable), or the most recent practicable measurement date if performance data is not available through such date. The Participant shall then receive, within 30 days following such Change in Control or termination of employment (as applicable), a number of shares of Stock of the Company or stock of the surviving or successor entity (in certificate or book entry form and rounded to the nearest whole share) equal to the number of Performance Stock Units determined to have been earned; provided, however, payment shall be made in cash if the Stock of the Company or the stock of the surviving or successor entity with respect to which such Stock is converted is not traded on a national securities exchange or automated dealer quotation system. |
(c) | Non-Qualified Stock Options . If in connection with a Change of Control: (i) a Participant’s Non-Qualified Stock Options are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) following such Change of Control and prior to the end of the applicable vesting period, then such Non-Qualified Stock Options shall become immediately vested and exercisable. If the Participant is involuntarily terminated without Cause or terminates for Good Reason, he will have one (1) year following such termination to exercise the Non-Qualified Stock Options. |
9. | Involuntary Termination for Cause . If a Participant’s employment with the Company and its Subsidiaries ends due to termination for Cause, then all outstanding Awards (irrespective of whether or not vested) shall be immediately forfeited and shall have no further force or effect. |
10. | Exercise of Non-Qualified Stock Options . A Participant may exercise Non-Qualified Stock Options by delivering to the Company (or its authorized agent), during the period in which such Non-Qualified Stock Options are exercisable, (i) a notice, which may be electronic, of the Participant’s intent to purchase a specific number of shares of Stock pursuant to an Award Agreement (a “Notice of Exercise”), and (ii) full payment of the price per share of Stock (“Option Price”) for such specific number of shares of Stock. Payment may be made by any one or more of the following means: |
11.
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Dividend Equivalents
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(a) | Performance Stock Units . A Participant who has been granted Dividend Equivalents with respect to his or her Performance Stock Units shall be entitled to receive Dividend Equivalents based upon the number of Performance Stock Units vested and earned by the Participant pursuant to the Award Agreement. Such Dividend Equivalents shall be paid in cash (or other property being distributed) at |
(b) | Restricted Stock Units . A Participant who has been granted Dividend Equivalents with respect to his or her Restricted Stock Units shall be entitled to receive Dividend Equivalents based upon the number of Restricted Stock Units subject to the Award. Dividend Equivalents shall be paid in cash (or other property being distributed) no later than March 15 of the year following the year with respect to which such Dividend Equivalents relate; provided that (i) the Participant must be employed on the record date to receive Dividend Equivalents with respect to such record date, and (ii) payment shall be conditioned upon the satisfaction of any performance hurdle set forth in the Award Agreement. |
(c) | Non-Qualified Stock Options . No Dividend Equivalents will be paid with respect to Non-Qualified Stock Options. |
12.
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Beneficiary Designations
. Each Participant may designate a death beneficiary with respect to any Award granted under the Plan on such forms or in such manner designated by the Committee. In the absence of such beneficiary designation, a married Participant’s surviving spouse and an unmarried Participant’s estate shall be deemed to be the Participant’s beneficiary for purposes of the Plan. With respect to any Award subject to Section 409A of the Code, payment will be made within 60 days following the Participant’s death.
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13.
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Miscellaneous
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(a) | Fractional Shares . The Company shall not be required to issue any fractional Shares. The Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether fractional shares shall be eliminated by rounding up or down as appropriate. |
(b) | Restrictions on Transfer . No Award may be assigned, transferred or otherwise disposed of except by will or the laws of descent and distribution. Upon any attempt to assign, transfer or otherwise dispose of an Award, or any right or privilege conferred thereby, or upon any attempted sale under any execution, attachment or similar process, any rights and privileges conferred under the applicable Award Agreement shall be immediately null and void. |
(c) | Taxes . Each Participant will be solely responsible for any federal, state or other taxes imposed in connection with the granting of an Award or the delivery of shares of Stock pursuant thereto, and the Participant authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection therewith. Upon recognition of income by a Participant with respect to an Award, the Company shall withhold taxes pursuant to the terms of the Plan. |
(d) | Changes in Circumstances . Each Participant assumes all risks incident to any change in the applicable laws or regulations or incident to any change in the value of an Award, or the shares of Stock issued pursuant thereto, after the date of grant. |
(e) | Conflict Between Plan and an Award Agreement . In the event of a conflict between an Award Agreement and the Plan, the provisions of the Plan shall govern. In the event of any inconsistencies between the definitions and other terms and conditions under a Participant’s employment agreement, if any, and an Award Agreement or the Plan, the Participant’s employment agreement shall control. |
(f) | Committee Authority . The Committee will have the power and discretion to interpret an Award Agreement and to adopt such rules for the administration, interpretation and application of an Award Agreement (including rules not described herein) as are consistent with the Plan and an Award Agreement. All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon a Participant, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to an Award Agreement. |
(g) | Notices . All notices, claims, certificates, requests, demands and other communications relating to an Award shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: |
(h) | No Guarantee of Employment . Nothing in an Award Agreement shall confer upon any Participant any right to continue in the employ of the Company or any Subsidiary or interfere in any way with the right of the Company or Subsidiary, as |
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(i) | Governing Law . Each Award and Award Agreement shall be governed under the laws of the State of Delaware without regard to the principles of conflicts of laws. The United States District Court for the District of Kansas (Kansas City, Kansas) shall be the exclusive jurisdiction for resolving any dispute relating to an Award under the Plan. As a condition of receiving an Award, each Participant irrevocably waives, to the fullest extent permitted by law, any objections that such Participant may have to the aforesaid venue, including without limitation any claim that any such proceeding brought in such court has been brought in an inconvenient forum. |
(j) | Severability . Each Award Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of an Award Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of the Award Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of the Award Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. |
(k) | Participant’s Undertaking . As a condition of receiving an Award, each Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effectuate one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of an Award Agreement or the Plan. |
(l) | Unfunded Obligation . Each Award Agreement is designed and shall be administered at all times as an unfunded arrangement and each Participant shall be treated as an unsecured general creditor and shall have no beneficial ownership of any assets of the Company. |
(m) | Enforcement . In the event the Company or a Participant institutes litigation to enforce or protect its rights under an Award Agreement or the Plan, the party prevailing in any such litigation shall be paid by the non-prevailing party, in addition to all other relief, all reasonable attorneys’ fees, out-of-pocket costs and disbursements of such party relating to such litigation. |
(n) | Waiver of Breach . The waiver by either party of a breach of any provision of an Award Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. |
(o) | Waiver of Jury Trial . As a condition of receiving an Award, each Participant irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder |
(p) | Restrictive Covenant . Notwithstanding any provision in an Award Agreement to the contrary, each Award granted under the Plan to an Employee is expressly conditioned upon such Employee’s execution of a Restricted Covenant Agreement in the form designated by and acceptable to the Company in its sole discretion. If an Employee fails or refuses to execute such Restricted Covenant Agreement, then each Award Agreement shall be null and void ab initio . |
(q) | Compliance with Section 409A . To the extent applicable and notwithstanding any provision of an Award Agreement to the contrary, an Award Agreement shall be interpreted and administered in accordance with Section 409A of the Internal Revenue Code and regulations and other guidance issued thereunder. For purposes of determining whether any payment made pursuant to the Plan results in a "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or “termination of service” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A and the regulations issued thereunder. If any deferred compensation payment is payable upon separation from service and is required to be delayed pursuant to Section 409A(a)(2)(B) because a Participant is a “specified employee”, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following expiration of such six month period. If the time for payment of any amount subject to Section 409A spans the beginning of a taxable year, then payment shall be made in the second taxable year. |
(r) | Compliance with Other Company Policies and Laws . Each Participant accepts any Award or Awards subject to compliance with the Company’s additional corporate policies, procedures and guidelines, including without limitation the Company’s Stock Ownership Guidelines, and the Policy Statement on Securities Law Compliance, as well as applicable securities laws. |
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Exhibit 10.8
Compass Minerals
9900 W. 109
th
Street, Suite 100
Overland Park, KS 66210
www.compassminerals.com
913-344-9200
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Exhibit 10.8
Compass Minerals
9900 W. 109
th
Street, Suite 100
Overland Park, KS 66210
www.compassminerals.com
913-344-9200
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Sincerely,
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/s/ Fran Malecha
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Fran Malecha
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President and CEO |
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Exhibit 10.8
Compass Minerals
9900 W. 109
th
Street, Suite 100
Overland Park, KS 66210
www.compassminerals.com
913-344-9200
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/s/ MJ Foulston | 11/17/14 |
Employment date: December 2, 2014
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Matthew Foulston
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Date
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1. | I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 28, 2015
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/s/ FRANCIS J. MALECHA
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Francis J. Malecha
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President and Chief Executive Officer
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1. | I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 28, 2015
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/s/ MATTHEW J. FOULSTON
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Matthew J. Foulston
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Chief Financial Officer
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COMPASS MINERALS INTERNATIONAL, INC.
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April 28, 2015
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/s/ FRANCIS J. MALECHA
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Francis J. Malecha
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President and Chief Executive Officer
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/s/
MATTHEW J. FOULSTON
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Matthew J. Foulston
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Chief Financial Officer
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For the Three Months Ended March 31, 2015
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|||||||||||||||||||||||||||||||||
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)
|
3
|
0
|
1
|
0
|
0
|
$960
|
0
|
No
|
No
|
1
|
0
|
1
|