COMPASS MINERALS INTERNATIONAL INC (Form: 10-Q, Received: 04/28/2009 15:25:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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

For the transition period from to

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

36-3972986

(I.R.S. Employer

Identification Number)

9900 West 109th Street

Suite 600

Overland Park, KS 66210

(913) 344-9200

(Address of principal executive offices and telephone number)

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

Yes: R No: £

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

Yes: £ No: £

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

Large accelerated filer R

Accelerated filer £

Non-accelerated filer £

Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes: £ No: R

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, at April 17, 2009 was 32,574,788 shares.

CO MPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	Page

	Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008		2

	Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008 (unaudited)		3

	Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2009 (unaudited)		4

	Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 (unaudited)		5

	Notes to Consolidated Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		18

Item 4.	Controls and Procedures		18

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		18

Item 1A.	Risk Factors		19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3.	Defaults upon Senior Securities		19

Item 4.	Submission of Matters to a Vote of Security Holders		19

Item 5.	Other Information		19

Item 6.	Exhibits		19

SIGNATURES			20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CO MPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
	(Unaudited)
	March 31,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	117.4		$	34.6
Receivables, less allowance for doubtful accounts of
$2.6 in 2009 and $2.5 in 2008		97.8			210.4
Inventories		135.1			123.3
Deferred income taxes, net		30.0			12.5
Other		8.7			9.7
Total current assets		389.0			390.5
Property, plant and equipment, net		379.3			383.1
Intangible assets, net		20.1			20.4
Other		29.5			28.6
Total assets	$	817.9		$	822.6
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	4.1		$	4.1
Accounts payable		69.4			115.4
Accrued expenses		31.6			41.0
Accrued salaries and wages		13.7			23.1
Income taxes payable		29.5			29.8
Accrued interest		3.9			2.1
Total current liabilities		152.2			215.5
Long-term debt, net of current portion		481.9			491.6
Deferred income taxes, net		40.4			21.6
Other noncurrent liabilities		30.2			29.4
Commitments and contingencies (Note 8)
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		6.0			2.2
Treasury stock, at cost — 2,792,476 shares at March 31, 2009 and
2,929,654 shares at December 31, 2008		(5.3	)		(5.6	)
Retained earnings		118.1			68.3
Accumulated other comprehensive loss		(6.0	)		(0.8	)
Total stockholders' equity		113.2			64.5
Total liabilities and stockholders' equity	$	817.9		$	822.6

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

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CO MPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except share data)

	Three Months Ended March 31,
	2009			2008

Sales	$	309.1		$	380.0
Shipping and handling cost		91.0			131.2
Product cost		102.8			151.8
Gross profit		115.3			97.0
Selling, general and administrative expenses		20.7			18.9
Operating earnings		94.6			78.1
Other (income) expense:
Interest expense		7.5			12.0
Other, net		(1.1	)		(1.9	)
Earnings before income taxes		88.2			68.0
Income tax expense		26.6			18.9
Net earnings	$	61.6		$	49.1
Basic net earnings per common share	$	1.85		$	1.49
Diluted net earnings per common share	$	1.85		$	1.48

Weighted average common shares outstanding (in thousands):
Basic		32,493			32,366
Diluted		32,538			32,442

Cash dividends per common share	$	0.355		$	0.335

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

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C OMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the three months ended March 31, 2009
(Unaudited, in millions)

											Accumulated
			Additional								Other
	Common		Paid In		Treasury			Retained			Comprehensive
	Stock		Capital		Stock			Earnings			Loss			Total
Balance, December 31, 2008	$	0.4	$	2.2	$	(5.6	)	$	68.3		$	(0.8	)	$	64.5
Dividends on common stock									(11.8	)					(11.8	)
Stock options exercised				3.3		0.3									3.6
Stock-based compensation				0.5											0.5
Comprehensive income:
Net earnings									61.6						61.6
Change in unrealized pension costs															-
Unrealized loss on cash flow hedges															-
Foreign currency translation adjustments												(5.2	)		(5.2	)
Total comprehensive income															56.4
Balance, March 31, 2009	$	0.4	$	6.0	$	(5.3	)	$	118.1		$	(6.0	)	$	113.2

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

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CO MPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities:
Net earnings	$	61.6		$	49.1
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization		10.2			10.7
Finance fee amortization		0.3			0.3
Accreted interest		-			5.1
Deferred income taxes		1.8			(0.3	)
Other, net		0.9			0.9
Changes in operating assets and liabilities:
Receivables		111.0			40.7
Inventories		(12.5	)		62.4
Other assets		(1.2	)		1.2
Accounts payable and accrued expenses		(59.0	)		(24.3	)
Other noncurrent liabilities		(1.1	)		(0.3	)
Net cash provided by operating activities		112.0			145.5
Cash flows from investing activities:
Capital expenditures		(9.4	)		(8.7	)
Other, net		(0.1	)		0.2
Net cash used in investing activities		(9.5	)		(8.5	)
Cash flows from financing activities:
Principal payments on long-term debt		(1.0	)		(1.0	)
Revolver activity		(8.6	)		(34.0	)
Dividends paid		(11.8	)		(11.0	)
Proceeds received from stock option exercises		2.1			1.0
Excess tax benefits from equity compensation awards		1.5			1.7
Other		(0.5	)		-
Net cash used in financing activities		(18.3	)		(43.3	)
Effect of exchange rate changes on cash and cash equivalents		(1.4	)		(3.0	)
Net change in cash and cash equivalents		82.8			90.7
Cash and cash equivalents, beginning of the year		34.6			12.1
Cash and cash equivalents, end of period	$	117.4		$	102.8
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	5.6		$	7.4
Income taxes paid, net of refunds		23.4			9.0

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

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CO MPASS MINERALS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Accounting Policies and Basis of Presentation:

Compass Minerals International, Inc., through its subsidiaries (“CMP”, “Compass Minerals”, or the “Company”), is a producer and marketer of inorganic mineral products with manufacturing sites in North America and the United Kingdom. Its principal products are salt, consisting of sodium chloride and magnesium chloride, and sulfate of potash (“SOP”), a specialty fertilizer. The Company provides highway deicing products to customers in North America and the United Kingdom, and specialty fertilizer to growers worldwide. The Company also produces and markets consumer deicing and water conditioning products, ingredients used in consumer and commercial foods, and other mineral-based products for consumer, agricultural and industrial applications. Compass Minerals also provides records management services to businesses located in the U.K.

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (GAAP) for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of CMP for the year ended December 31, 2008 as filed with the Securities and Exchange Commission in its Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.

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

Recent Accounting Pronouncements – In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141(revised 2007), “Business Combinations,” to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s consolidated financial statements.

2. Inventories:

Inventories consist of the following (in millions):

	March 31,		December 31,
	2009		2008
Finished goods	$	100.0	$	94.1
Raw materials and supplies		35.1		29.2
Total inventories	$	135.1	$	123.3

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3. Property, Plant and Equipment, Net:

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

	March 31,			December 31,
	2009			2008
Land and buildings	$	189.7		$	190.2
Machinery and equipment		381.6			381.6
Furniture and fixtures		17.8			17.7
Mineral interests		162.9			164.3
Construction in progress		39.3			36.5
		791.3			790.3
Less accumulated depreciation and depletion		(412.0	)		(407.2	)
Property, plant and equipment, net	$	379.3		$	383.1

4. Intangible Assets, Net:

Intangible assets consist primarily of purchased rights to produce SOP and customer relationships and are being amortized over 25 years and 7 years, respectively. Amortization expense was $0.3 million during the three months ended March 31, 2009 and 2008.

5. Income Taxes:

Income tax expense for the three months ended March 31, 2009 was $26.6 million, an increase of $7.7 million compared to $18.9 million for the first quarter of 2008. The Company’s income tax provision differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, interest on uncertain tax positions, and interest expense recognition differences for book and tax purposes.

At March 31, 2009 and December 31, 2008, the Company had approximately $27.8 million and $27.9 million, respectively, of gross federal NOLs that expire in various years through 2028. The Company records valuation allowances for portions of its deferred tax assets relating to NOLs that it does not believe are more likely than not to be realized. As of March 31, 2009 and December 31, 2008, the Company’s valuation allowance was $3.3 million and $3.7 million, respectively. In the future, if the Company determines, based on the existence of sufficient evidence, that it should realize more or less of its deferred tax assets, an adjustment to any existing valuation allowance will be made in the period such determination is made.

6. Long-term Debt:

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

	March 31,			December 31,
	2009			2008
12% Senior Subordinated Discount Notes due 2013	$	89.8		$	89.8
Term Loan due 2012		271.1			271.8
Incremental Term Loan due 2012		125.1			125.4
Revolving Credit Facility due 2010		-			8.7
		486.0			495.7
Less current portion		(4.1	)		(4.1	)
Long-term debt, net of current portion	$	481.9		$	491.6

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7. Pension Plans:

The components of net periodic benefit cost for the three-months ended March 31, 2009 and 2008 are as follows (in millions):

	Three Months Ended March 31,
	2009			2008
Service cost for benefits earned during the year	$	-		$	0.1
Interest cost on projected benefit obligation		0.8			1.2
Expected return on plan assets		(0.8	)		(1.3	)
Net pension expense	$	-		$	-

During the first quarter of 2009, the Company made $1.9 million of contributions to its pension plans.

8. Commitments and Contingencies:

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

The Company is aware of an aboriginal land claim filed by The Chippewas of Nawash and The Chippewas of Saugeen (the “Chippewas”) in the Ontario Superior Court against The Attorney General of Canada and Her Majesty The Queen In Right of Ontario. The Chippewas claim that a large part of the land under Lake Huron was never conveyed by treaty and therefore belongs to the Chippewas. The land claimed includes land under which the Company’s Goderich mine operates and has mining rights granted to it by the government of Ontario. The Company is not a party to this court action. Similar claims are pending with respect to other parts of the Great Lakes by other aboriginal claimants. The Company has been informed by the Ministry of the Attorney General of Ontario that “Canada takes the position that the common law does not recognize aboriginal title to the Great Lakes and its connecting waterways.”

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

9. Operating Segments:

Segment information is as follows (in millions):

	Three Months Ended March 31, 2009
	Salt		Specialty Fertilizer		Corporate and Other (a)			Total
Sales to external customers	$	268.8	$	38.2	$	2.1		$	309.1
Intersegment sales		0.1		1.4		(1.5	)		-
Shipping and handling cost		88.4		2.6		-			91.0
Operating earnings (loss)		77.4		26.8		(9.6	)		94.6
Depreciation, depletion and amortization		6.8		2.3		1.1			10.2
Total assets		567.8		181.6		68.5			817.9

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	Three Months Ended March 31, 2008
	Salt		Specialty Fertilizer		Corportate and Other (a)			Total
Sales to external customers	$	329.2	$	47.7	$	3.1		$	380.0
Intersegment sales		0.1		4.3		(4.4	)		-
Shipping and handling cost		124.3		6.9		-			131.2
Operating earnings (loss)		69.5		17.1		(8.5	)		78.1
Depreciation, depletion and amortization		7.8		2.4		0.5			10.7
Total assets		576.3		165.9		57.5			799.7

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

10. Stockholders’ Equity and Equity Instruments:

On March 10, 2009, the Company granted 133,726 options and 43,611 restricted stock units to certain key employees under its 2005 Incentive Award Plan. The Company’s closing stock price on the grant date of $58.99 was used to set the exercise price for the options and the fair value of the restricted stock units (“RSUs”). The options vest ratably on each anniversary date over a four-year service period. Unexercised options expire after seven years. The RSUs vest on the third anniversary following the grant date. The RSUs granted entitle the holders to receive non-forfeitable dividends or other distributions equal to, and at the same time as, those declared on the Company’s common stock.

To estimate the fair value of options on the grant date, the Company uses the Black Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The range of estimates and fair values for options granted during the first quarter of 2009 is included in the table below. The weighted average grant date fair value of these options was $19.15.

	Range
Fair value of options granted	$	18.36 - $19.37
Exercise price	$	58.99
Expected term (years)		3 - 6
Expected volatility		42.47% - 48.96	%
Dividend yield		2.6	%
Risk-free rate of return		1.59% - 2.23	%

During the three months ended March 31, 2009, the Company reissued 104,336 shares of treasury stock related to the exercise of stock options and 10,135 shares related to the distribution of deferred stock units from the Directors’ Deferred Compensation Plan. The Company recorded additional tax benefits of $1.5 million from its equity compensation awards as additional paid-in capital. During the three months ended March 31, 2009 and 2008, the Company recorded $0.8 million and $0.6 million of compensation expense, respectively, pursuant to its stock-based compensation plans. No amounts have been capitalized. The following table summarizes stock-based compensation activity during the three months ended March 31, 2009.

	Stock Options					Restricted Stock Units
	Number of			Weighted-		Number of			Weighted-
	Options			Average		RSUs			Average
	Outstanding			Exercise price		Outstanding			Fair Value
Outstanding at December 31, 2008		668,750		$	30.66		140,693		$	35.68
Granted		133,726			58.99		43,611			58.99
Released from restriction		-			-		(32,400	)		25.69
Exercised		(104,336	)		20.04		-			-
Outstanding at March 31, 2009		698,140		$	37.67		151,904		$	44.50

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Other Comprehensive Loss

The Company’s comprehensive loss is comprised of net earnings, amortization of the unrealized net pension costs, and the change in the unrealized gain (loss) on natural gas and interest rate swap cash flow hedges and foreign currency translation adjustments. The components of and changes in accumulated other comprehensive loss for the three months ended March 31, 2009 are as follows (in millions):

	Balance						Balance
	December 31,			2009			March 31,
	2008			Change			2009
Unrealized net pension costs	$	(3.7	)	$	-		$	(3.7	)
Unrealized loss on cash flow hedges		(10.3	)		-			(10.3	)
Cumulative foreign currency translation adjustment		13.2			(5.2	)		8.0
Accumulated other comprehensive loss	$	(0.8	)	$	(5.2	)	$	(6.0	)

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

11. Derivative Financial Instruments:

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

During the first quarter of 2008, the FASB issued FASB Statement No. 161 – “Disclosures about Derivative Instruments and Hedging Activities”. This statement requires holders of derivative instruments to provide qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses from derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Company adopted this statement effective with the first quarter of 2009.

Cash Flow Hedges

As of March 31, 2009, the Company has entered into natural gas derivative instruments and interest rate swap agreements. SFAS No. 133 requires that companies record derivative financial instruments as either assets or liabilities at fair value in the statement of financial position. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Furthermore, the Company must designate the hedging instruments based upon the exposure being hedged as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. All derivative instruments held by the Company as of March 31, 2009 and December 31, 2008 qualified as cash flow hedges. For these qualifying hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item on the income statement. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. The Company formally documents, designates, and assesses the effectiveness of transactions that receive hedge accounting initially and on an on-going basis. Any ineffectiveness related to these hedges was not material for any of the periods presented.

Natural gas is used at several of the Company’s salt production facilities and a change in natural gas prices impacts the Company’s operating margin. As of March 31, 2009, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through November 2011. The Company’s objective is to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90% of its forecasted natural gas usage. The Company may hedge portions of its natural gas usage up to 36 months in advance of the physical purchase. As of March 31, 2009 and December 31, 2008, the Company had agreements in place to hedge natural gas purchases of 5.0 and 4.7 million British thermal units, respectively.

As of March 31, 2009, the Company had $396.2 million of Credit Agreement borrowings which are subject to a floating rate. The Company has $150 million of interest rate swap agreements in place to hedge the variability of future interest payments. The notional amount of the swap decreases by $100 million in March 2010 with the final $50 million reduction

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occurring in March 2011. As of March 31, 2009, the interest rate swap agreements effectively fix the weighted average LIBOR-based portion of its interest rate on a portion of its debt at 4.77%, thereby reducing the impact of interest rate changes on future interest cash flows and expense.

As of March 31, 2009, the Company expects to reclassify from accumulated other comprehensive loss to earnings during the next twelve months approximately $7.4 million and $5.4 million of net losses on derivative instruments related to the settlement of its natural gas and interest rate hedges, respectively.

The following table presents the fair value of the Company’s hedged items as of March 31, 2009 (in thousands):

	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments:	Balance Sheet Location	March 31, 2009		Balance Sheet Location	March 31, 2009

Interest rate contracts	Other current assets	$	-	Accrued expenses	$	7.7
Commodity contracts (a)	Other current assets		-	Accrued expenses		(1.0	)
Commodity contracts (a)	Other current assets		0.7	Accrued expenses		10.8
Total derviatives designated as hedging instruments		$	0.7		$	17.5

(a) The Company has master netting agreements with its counterparties and accordingly has netted approximately $1.0 million of its commodity contracts that are in a receivable position with its contracts in payable positions.

The following table presents activity related to the Company’s other comprehensive income (“OCI”) for the three months ended March 31, 2009 (in thousands):

		Three Months Ended March 31, 2009
Derivatives in SFAS 133 Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)

Interest rate contracts	Interest expense	$	0.4	$	(1.7	)
Commodity contracts	Cost of sales		4.9		(3.6	)
Total		$	5.3	$	(5.3	)

Risks not Hedged

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

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

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12. Fair Value Measurements:

As required by FASB Statement No. 157 – “Fair Value Measurements,” the Company’s financial instruments are measured and reported at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (level one inputs), or absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (level two inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (level three inputs).

The Company holds trading securities associated with its non-qualified savings plan which are valued based on readily available quoted market prices. Additionally, the Company utilizes derivative instruments to manage its risk of changes in natural gas prices and interest rates. The fair values of the derivative instruments are determined using observable yield curves or other market-corroborated data matching the terms of the derivatives (level two inputs). The estimated fair values for each type of instrument are presented below (in millions).

	March 31, 2009			Level One			Level Two			Level Three
Assets:
Marketable securities	$	4.1		$	4.1		$	-		$	-
Derivatives - natural gas instruments		0.7			-			0.7			-
Total Assets	$	4.8		$	4.1		$	0.7		$	-
Liabilities:
Liabilities related to non-qualified savings plan	$	(4.1	)	$	(4.1	)	$	-		$	-
Derivatives – natural gas instruments		(9.8	)		-			(9.8	)		-
Derivatives – interest rate swaps		(7.7	)		-			(7.7	)		-
Total Liabilities	$	(21.6	)	$	(4.1	)	$	(17.5	)	$	-

	December 31, 2008			Level One			Level Two			Level Three
Assets:
Marketable securities	$	3.7		$	3.7		$	-		$	-
Total Assets	$	3.7		$	3.7		$	-		$	-
Liabilities:
Liabilities related to non-qualified savings plan	$	(3.7	)	$	(3.7	)	$	-		$	-
Derivatives – natural gas instruments		(7.8	)		-			(7.8	)		-
Derivatives – interest rate swaps		(8.9	)		-			(8.9	)		-
Total Liabilities	$	(20.4	)	$	(3.7	)	$	(16.7	)	$	-

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13. Earnings per Share:

During 2008, the FASB issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earning per share under the two-class method per FASB Statement No. 128, “Earnings per Share.” The two class method requires allocating the Company’s net earnings to both common shares and participating securities. In addition, FSP 03-6-1 requires retrospective presentation of prior periods.

The Company adopted FSP 03-6-1 in the first quarter of 2009. Prior to the adoption of FSP 03-6-1, the Company had included participating securities in both its basic and diluted weighted shares outstanding. The adoption of FSP 03-6-1 decreased the numerator and the denominator in the weighted and diluted earnings per share calculation for the first quarter of 2008. However, there was no impact on previously reported basic or diluted earnings per share.

The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share data):

	Three months ended March 31,
	2009		2008
Numerator:
Net earnings	$	61.6	$	49.1
Net earnings allocated to participating securities (a)		1.3		1.0
Net earnings available to common shareholders	$	60.3	$	48.1
Denominator (in thousands):
Weighted average common shares outstanding,
shares for basic earnings per share		32,493		32,366
Weighted average stock options outstanding (b)		45		76
Common shares for diluted earnings per share		32,538		32,442
Earnings per common share, basic	$	1.85	$	1.49
Earnings per common share, diluted	$	1.85	$	1.48

(a) Participating securities include options and RSUs that receive non-forfeitable dividends.

(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 33,000 weighted options outstanding which were anti-dilutive and therefore not included in the diluted earnings per share calculation.

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Ite m 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: general business and economic conditions; uninsured risks and hazards associated with underground mining operations; governmental policies affecting the agricultural industry or highway maintenance programs in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company’s products and the availability of transportation services; capacity constraints limiting the production of certain products; the ability to attract and retain skilled personnel as well as labor relations including without limitation, the impact of work rules, strikes or other disruptions, wage and benefit requirements; difficulties or delays in the development, production, testing and marketing of products; difficulties or delays in receiving required governmental and regulatory approvals; 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; foreign exchange rates and fluctuations in those rates; the costs and effects of legal proceedings including environmental and administrative proceedings involving the Company; customer expectations about future potash market prices and availability and agricultural economics; volatility in credit and capital markets, including the risk of customer and counterparty defaults and declining credit availability; and other risk factors reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) as updated quarterly on Form 10-Q.

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

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

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

Critical Accounting Estimates

Preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 20, 2009, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management’s estimates.

Results of Operations

Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of the Company’s salt segment sales. Our deicing sales are seasonal and can fluctuate from year to year depending on the severity of the winter season weather in our markets. Inventory management practices are employed to respond to the varying level of demand which impacts our production volumes, the resulting per ton cost of inventory and ultimately profit margins, particularly during the non-winter quarters when we build our inventory levels. During the 2008-2009 winter season, the fourth quarter of 2008 was significantly more severe than normal while the first quarter of 2009 was below normal in our North American markets. By contrast, the 2007 – 2008 winter season in our North American markets was more severe than normal in both quarters. Our U.K. subsidiary experienced a more severe winter in the 2008 – 2009 winter season after a year of significantly milder than normal weather in the 2007 – 2008 winter season.

Our sulfate of potash (SOP) product is used in the production of specialty fertilizers for high-value crops and turf. Our domestic sales of SOP are concentrated in the western and southeastern portions of the United States where some crops and soil conditions favor the use of SOP as a source of potassium nutrients. Consequently, weather patterns and field conditions in these locations can impact the amount of specialty fertilizer sales volumes. Additionally, the demand for and market price of SOP is affected by the broader potash market which is influenced by many factors such as world grain and food supply, changes in consumer diets, general levels of economic activity and government food, agriculture and energy policies around the world. Economic factors may impact the amount or type of crop grown in certain locations, or the type of fertilizer product used. High-value or chloride-sensitive

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crop yields and quality tend to decline when alternative fertilizers are used. Beginning late in 2007 and throughout much of 2008, the demand for potassium nutrients for crops exceeded the available supply which contributed to a substantial increase in the market price for potash, including SOP. Demand for these products waned in the fourth quarter of 2008 and that has extended through the first quarter of 2009, as the broad agricultural industry has dealt with the onset of a global economic slowdown and reduced credit availability.

Our North American salt mines and SOP production facility are near either water or rail transport systems, which reduces our shipping and handling costs when compared to alternative methods of distribution, although shipping and handling costs still account for a relatively large portion of the total delivered cost of our products. The tightening of available transportation services together with higher fuel costs has increased our shipping and handling costs on a per ton basis over the last several years. However, declining oil-based fuel costs beginning late in 2008 and continuing through the first quarter of 2009 reversed this trend.

Manpower costs, energy costs, packaging, and certain raw material costs, particularly potassium chloride (KCl), a deicing and water conditioning agent and feed-stock used in making a portion of our sulfate of potash fertilizer product, are also significant. The Company’s production workforce is represented by labor unions with multi-year collective bargaining agreements. Our energy costs result from the consumption of electricity with relatively stable, rate-regulated pricing, and natural gas which can have significant pricing volatility. We manage the pricing volatility of our natural gas purchases with natural gas forward contracts up to 36 months in advance of purchases, helping to reduce the impact of price volatility. We purchase KCl under long-term supply contracts with annual changes in price based on previous year changes in the market price for KCl. The market price for KCl has increased significantly in recent years, causing continued price increases under our contract. Although we cannot predict future changes in market prices for KCl, we expect our per ton costs to be moderately higher in 2009.

The consolidated financial statements have been prepared to present the historical financial condition and results of operations and cash flows for the Company which include our salt segment, specialty fertilizer segment, our records management business and unallocated corporate activities. The results of operations of the records management business, include sales of $2.1 million and $3.1 million for the three months ended March 31, 2009 and March 31, 2008, respectively, and are not material to our consolidated financial statements and consequently, are not included in the table below. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the accompanying notes included elsewhere in this quarterly report.

	Three Months Ended March 31,
	2009		2008
Salt Sales (in millions)
Salt sales	$	268.8	$	329.2
Less: salt shipping and handling		88.4		124.3
Salt product sales	$	180.4	$	204.9
Salt Sales Volumes (thousands of tons)
Highway deicing salt		3,729		5,138
Consumer and industrial salt		630		762
Total salt tons sold		4,359		5,900
Average Salt Sales Price (per ton)
Highway deicing salt	$	46.80	$	44.47
Consumer and industrial salt		149.58		132.24
Combined		61.66		55.80

Specialty Fertilizer (SOP) Sales (in millions)
Specialty fertilizer sales	$	38.2	$	47.7
Less: SOP shipping and handling		2.6		6.9
Specialty fertilizer product sales	$	35.6	$	40.8
Specialty Fertilizer Sales Volumes (thousands of tons)		37		123
Specialty Fertilizer Average Sales Price (per ton)	$	1,020	$	388

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Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Sales

Sales for the first quarter of 2009 of $309.1 million decreased $70.9 million, or 19% compared to $380.0 million for the same quarter of 2008. Sales include revenues from the sale of our products, or “product sales,” revenues from our records management business, and shipping and handling costs incurred to deliver salt and specialty fertilizer products to the customer. Shipping and handling costs were $91.0 million during the first quarter of 2009, a decrease of $40.2 million or 31% compared to $131.2 million for the same quarter of 2008. The decrease in shipping and handling costs is primarily due to the lower sales volumes in the first quarter of 2009 when compared to same period of 2008. In addition, the lower price of fuel and transportation services in 2009 have decreased our per unit cost of shipping products to our customers.

Product sales for the first quarter of 2009 of $216.0 million decreased $29.7 million, or 12% compared to $245.7 million for the same period in 2008. This decrease reflects declines in both the salt and specialty fertilizer segments.

Salt product sales for the first quarter of 2009 of $180.4 million decreased $24.5 million, or 12% compared to $204.9 million for the same period in 2008. The milder than normal winter weather in our North American markets during the first quarter of 2009 compared to the more severe weather in the first quarter of 2008 led to lower sales volumes for highway deicing and consumer and industrial deicing products. Modestly lower sales volumes of non-seasonal consumer and industrial products due to recent weakness in the broader economy also contributed to the sales decline. In the U.K., we experienced more severe than normal winter weather which resulted in higher U.K. sales volumes for the first quarter of 2009 when compared to the same period in 2008. Salt sales volumes in 2009 declined 1.5 million tons from 2008 levels which decreased sales by approximately $37 million. Price improvements contributed approximately $32 million to product sales. In addition, the strengthening of the U.S. dollar in the first quarter of 2009 when compared to the prior year exchange rate for the Canadian dollar and British pound sterling, negatively impacted product sales by approximately $19 million.

SOP product sales during the first quarter of 2009 of $35.6 million decreased $5.2 million, or 13% compared to $40.8 million for the same period in 2008, as sales volumes declined due to the ongoing effects of the uncertain economy on the agricultural industry. The lower sales volumes contributed approximately $28 million to the decline in product sales which was partially offset by price improvements in the first quarter of 2009 which yielded approximately $23 million in additional product sales. Although we have experienced a decline in our sales volumes since the fourth quarter of 2008, we continue to believe the market for fertilizer products over the long-term has responded to factors which have increased worldwide demand for crop nutrients, including the need for improved yields in locations with growing populations and less arable land per capita, and alternative crop uses. Conditions such as these have affected the agricultural markets and the demand for all types of potash fertilizer products, including SOP.

Gross Profit

Gross profit for the first quarter of 2009 of $115.3 million increased $18.3 million or 19% compared to $97.0 million in 2008. As a percent of total sales, 2009 gross margin increased by 11% to 37%. These improvements primarily reflect the higher average salt and SOP product sales prices totaling approximately $55 million, which were partially offset by lower sales volumes as discussed above totaling approximately $41 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2009 of $20.7 million increased $1.8 million, or 10% compared to $18.9 million for the same period in 2008. The increase in expense is primarily due to higher costs for professional services as well as higher costs for consumer and industrial promotional activities. These increases were partially offset by lower variable compensation expenses in 2009 when compared to 2008.

Interest Expense

Interest expense for the first quarter of 2009 of $7.5 million decreased $4.5 million compared to $12.0 million for the same period in 2008. This decrease is primarily due to the early extinguishment of $90 million of the Company’s 12% Senior Subordinated Discount Notes during 2008 and lower interest rates on our floating-rate debt.

Other income, net

Other income of $1.1 million and $1.9 million in the first quarter of 2009 and 2008, respectively, primarily consists of foreign currency exchange gains.

Income Tax Expense

Income tax expense for the three months ended March 31, 2009 was $26.6 million increased $7.7 million compared to $18.9 million for the same quarter of 2008 due to higher taxable income in 2009 when compared to 2008. Our income tax provision differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net

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of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, accrued interest and penalties on uncertain tax positions, and interest expense recognition differences for book and tax purposes.

Liquidity and Capital Resources

Historically, we have used cash generated from operations to meet our working capital needs, to fund capital expenditures, to pay dividends and to repay our debt, including principal repayments we have voluntarily made early. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Cash and cash equivalents of $117.4 million as of March 31, 2009 increased $82.8 million over December 31, 2008 resulting principally from operating cash flows of $112.0 million generated in the first quarter of 2009. We used a portion of those cash flows to fund capital expenditures of $9.4 million, to pay dividends on our common stock of $11.8 million, and to repay the December 31, 2008 balance of our revolving credit facility of $8.6 million.

As of March 31, 2009, we had $486.0 million of principal indebtedness including $89.8 million of senior subordinated discount notes and $396.2 million of term loan borrowings under our senior secured credit agreement. Our senior secured credit agreement also includes a revolving credit facility which provides borrowing capacity up to an aggregate amount of $125.0 million. No amounts were borrowed under our revolving credit facility as of March 31, 2009. We had $9.0 million of outstanding letters of credit as of March 31, 2009 which reduced our borrowing availability to $116.0 million.

Our 12% Senior Subordinated Discounts Notes due in 2013 became fully-accreted in May 2008 at an aggregate principal balance of $179.6 million with subsequent interest accruals to be paid in cash. In 2008, we redeemed $90 million of our 12% Senior Subordinated Discount Notes with cash generated from operations. We continue to monitor the credit markets and will evaluate the economics of refinancing that debt. However, we believe our results of operations and borrowing availability under the revolving credit agreement will allow us to pay cash interest without materially adversely affecting our cash flows or financial condition. In addition, we plan on funding our 2009 capital expenditures primarily from cash on hand at March 31, 2009, cash expected to be generated from operations in 2009 and other financing arrangements, including leasing transactions.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and impair our ability to operate our business or pursue our business strategies. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Our subsidiaries are not obligated to make funds available to CMI. Furthermore, we must remain in compliance with the terms of our senior secured credit facilities, including the total leverage ratio and interest coverage ratio, in order to make payments on our Senior Subordinated Discount Notes or pay dividends to our stockholders. We must also comply with the terms of our indenture which limit the amount of dividends we can pay to our stockholders. Although we are in compliance with our debt covenants as of March 31, 2009, we cannot assure you that we will remain in compliance with these ratios nor can we assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on the Senior Subordinated Discount Notes when due. If we consummate an acquisition, our debt service requirements could increase and terms and conditions of our debt could change. Furthermore, we may need to refinance all or a portion of our indebtedness on or before maturity, however we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

For the Three Months Ended March 31, 2009 and 2008

Net cash flows provided by operating activities for the three months ended March 31, 2009 were $112.0 million, a decrease of $33.5 million compared to $145.5 million for the first quarter of 2008. Of these amounts, approximately $38.3 million and $80.0 million for 2009 and 2008, respectively, were generated by net working capital reductions. These working capital changes are indicative of the seasonal nature of our deicing products and will vary with the severity of the winter weather in our markets.

Net cash flows used by investing activities of $9.5 million and $8.5 million for the three months ended March 31, 2009 and 2008, respectively, resulted from capital expenditures of $9.4 million and $8.7 million respectively.

Financing activities during the 2009 three-month period used $18.3 million of cash flows, primarily to make $8.6 million of payments to reduce our outstanding debt and $11.8 million of dividend payments. During 2008, we used $43.3 million in financing activities primarily to repay $34.0 million of borrowings and pay dividends of $11.0 million.

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Recent Accounting Pronouncements

In April 2009, the FASB issued Staff Position SFAS No. 141(R)-1 (“SFAS 141(R)-1”), “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” which amends and clarifies FASB Statement No. 141(revised 2007), “Business Combinations,” to address application issues on initial and subsequent recognition and measurement arising from contingencies in a business combination. SFAS 141(R)-1 is effective for assets or liabilities arising from contingencies in business combinations beginning with the first annual period on or after December 15, 2008. The adoption of SFAS 141(R)-1 did not have an impact on the Company’s consolidated financial statements.

Effects of Currency Fluctuations

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

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

Seasonality

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

It em 3. Quantitative and Qualitative Disclosures About Market Risk

Our business is subject to various types of market risks that include, but are not limited to, interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing and interest rate risk by entering into forward derivative instruments and interest rate swap agreements, and may take further actions to mitigate our exposure to changes in the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel . However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. The Company’s market risk exposure related to these items has not changed materially since December 31, 2008.

It em 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2009 to ensure that information required to be disclosed in the reports it files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required.

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

PART II. OTHER INFORMATION

It em 1. Legal Proceedings

The Company from time to time is involved in various routine legal proceedings. These primarily involve commercial claims, product liability claims, personal injury claims and workers’ compensation claims. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition and results of operations. There have been no material developments during 2009 with respect to legal proceedings .

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It em 1A. Risk Factors

There have been no material changes to the risk factors previously discussed in Item 1A of the Company’s Form 10-K for the year ended December 31, 2008.

It em 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

It em 3. Defaults upon Senior Securities

None.

It em 4. Submission of Matters to a Vote of Security Holders

None.

Ite m 5. Other Information

Not applicable.

It em 6. Exhibits

EXHIBIT INDEX

Exhibit

No. Description of Exhibit

10.1*	Summary of Non-Employee Director Compensation Program
10.2*	Form of 2009 Independent Director Deferred Stock Award Agreement
10.3*	Amendment to Form of Change in Control Severance Agreement
10.4*	Second Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan
10.5*	Second Amendment to the Compass Minerals International, Inc. Restoration Plan
10.6*	Second Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan
10.7*	Summary of Executive Cash Compensation and Award Targets Under the Annual Incentive Plan
31.1*	Section 302 Certifications of Angelo C. Brisimitzakis, President and Chief Executive Officer
31.2*	Section 302 Certifications of Rodney L. Underdown, Vice President and Chief Financial Officer
32*	Certification Pursuant to 18 U.S.C.§1350 of Angelo C. Brisimitzakis, President and Chief Executive Officer and Rodney L. Underdown, Vice President and Chief Financial Officer

* Filed herewith

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SIG NATURES

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

COMPASS MINERALS INTERNATIONAL, INC.

Date: April 28, 2009 /s/ ANGELO C. BRISIMITZAKIS

Angelo C. Brisimitzakis

President and Chief Executive Officer

Date: April 28, 2009 /s/ RODNEY L. UNDERDOWN

Rodney L. Underdown

Vice President and Chief Financial Officer

Exhibit 10.1

Summary of Non-Employee Director Compensation Program

Effective January 1, 2009 the following compensation program applies to non-employee directors of Compass Minerals:

1)	Each non-employee director will receive an annual cash retainer of $50,000 per year, which amount may be received either in cash or deferred into the Directors’ Deferred Compensation Plan at the election of the director;

Each non-employee director will receive an equity award of $60,000 per year, which amount may be deferred into the Directors’ Deferred Compensation Plan or taken in shares of stock of the Company. Deferred amounts are converted into units equivalent to the value of the Company’s common stock and accumulated deferred fees are distributed in common stock. Each non-employee member of the Board of Directors is required to obtain ownership in Company stock (or its equivalent) equal to five times the annual cash retainer, which amount is to be achieved within five years of joining the Board, and maintain at least five times the annual cash retainer in stock ownership (or its equivalent) while on the Board;

3)	Additional annual retainer compensation for the chair of the Audit Committee in the amount of $15,000 per year and for the chairs of the Compensation, Nominating/Corporate Governance and Environmental, Health and Safety Committees in the amount of $7,500 per year; and

4)	Additional annual retainer compensation for the Lead Independent Director in the amount of $20,000 per year.

5)	Additional amounts for Committee chairs and the Lead Independent Director may be received either in cash or deferred into the Directors’ Deferred Compensation Plan at the election of the director.

Exhibit 10.2

2009 INDEPENDENT DIRECTOR DEFERRED STOCK AWARD AGREEMENT

Name of Independent Director:

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of Deferred Stock to the above-referenced “Director” on April 1, 2009; July 1, 2009; October 1, 2009; and January 1, 2010 (each a “Quarterly Grant Date”) pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as amended from time to time (the “Plan”). By accepting the Award, Director agrees to be bound in accordance with the provisions of the Plan, the terms and conditions of which are hereby incorporated in this Agreement by reference. Capitalized terms not defined herein shall have the same meaning as used in the Plan.

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

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

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

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

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

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

7. Voting and Dividend Rights . Director shall have no voting rights with respect to the Deferred Stock awarded hereunder. Pursuant to Section 8.4 of the Plan, Director shall be entitled to receive Dividend Equivalents with respect to the Deferred Stock subject to this Agreement. Such Dividend Equivalents shall be credited to the Deferred Stock Account as of the date the Company pays any dividend (whether in cash or in kind) on shares of Stock in an amount equal to the ratio of (A) the aggregate value of the dividend that would have been payable on the Deferred Stock held by the Director immediately prior to such payment date had the shares of Stock represented by such Deferred Stock been outstanding as of such payment date to (B) the Fair Market Value per share of Stock as of such date. All deferred stock issued in 2008 reflecting dividends on deferred stock (whether previously issued under this Award or otherwise) will be issued under the Plan.

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

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

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

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

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

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

If to the Company, to it at:

Compass Minerals International, Inc.

9900 West 109th Street

Overland Park KS 66210

Attn: Vice President Human Resources

If to Director, to him or her at the address set forth on the signature page hereto or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

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

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

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

17. Waiver of Jury Trial . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

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

[Signature page to follow]

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

COMPASS MINERALS INTERNATIONAL, INC.

By: /s/ Victoria Heider

Name: Victoria Heider, VP of Human Resources

Date:

DIRECTOR

______________________________

Date

Residence Address

_______________________________

EXHIBIT A TO 2009 INDEPENDENT DIRECTOR DEFERRED STOCK AWARD

___________________________________________________________________________________________

Last Name First Name MI Social Security Number

_____________________________________________________________________________________________

Mailing Address City State Zip Code

_________________________ ____________________________

Telephone Email Address

_____________________________________________________________________________________________

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

SECTION 1 - DEFERRAL ELECTION

A. Cash Retainer

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

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

B. Stock Retainer

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

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

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

SECTION 2 – DISTRIBUTION ELECTION

A. Commencement of Distribution

Except as otherwise set forth in Section 2C, below, your Deferred Stock benefit will be paid or benefits will commence as soon as administratively practicable following the date you resign or otherwise cease being a Director for any reason.

B. Form of Distribution

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

o In one lump sum; or

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

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

C. Change in Control

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

SECTION 3 - BENEFICIARY DESIGNATION

If you die before you receive full payment of your Deferred Stock benefit, your remaining benefit will be paid to your Beneficiary designated in this Section 3. Payment will be made in the same manner as specified under Section 2B.

_____________________________________________________________________________________________

Social Security Number Last Name First Name MI

_____________________________________________________________________________________________

Mailing Address City State Zip Code Telephone

SECTION 4 - SIGNATURE

_____________________________________________________________________________________________

Signature

_____________________________________________________________________________________________

Date

Exhibit 10.3

AMENDMENT TO CHANGE IN CONTROL SEVERANCE

This Amendment is made this ___ day of December 2008, by and between Compass Minerals International, Inc., a Delaware corporation (“Company”), and __________________ (“Executive”).

WHEREAS, Company and Executive are parties to a Change in Control Severance Agreement dated _____________________ (the “Agreement”) and the parties now desire to amend the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended;

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

A. Section 4(c) is amended by deleting the reference to “2 years” and by inserting “18 months” in lieu thereof.

B. Section 5 is amended by adding the following to end of such Section:

Any Reimbursement Payment payable pursuant to this paragraph 5 shall be paid by the Company to Executive no later than the last day of Executive’s taxable year next following Executive’s taxable year in which he remits the related taxes.

C. Section 8(b) is amended by adding the following to end of such Section:

Such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

D. A new Section 18 is added to read as follows:

COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE. To the extent applicable and notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted and administered in accordance with Section 409A of the Internal Revenue Code and regulations and other guidance issued thereunder. For purposes of determining whether any payment made pursuant to the Plan results in a "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A and the regulations issued thereunder. Any expense reimbursements under this Agreement shall be made by Company on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. If any deferred compensation payment is payable upon separation from service and is required to be delayed pursuant to Section 409A(a)(2)(B) because Executive is a “specified employee”, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following expiration of such six month period.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

COMPASS MINERALS INTERNATIONAL, INC.

By: /s/ Victoria Heider

Title: VP of Human Resources

EXECUTIVE

Exhibit 10.4

SECOND AMENDMENT TO THE

COMPASS MINERALS INTERNATIONAL, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

This Amendment is adopted by Compass Minerals International, Inc., a corporation organized under the laws of the state of Delaware (the “ Company ”).

WHEREAS, the Company established the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (the “ Plan ”) effective as of the October 1, 2004, for the purpose of providing eligible non-employee directors with an opportunity to defer all or a portion of their fees; and

WHEREAS, the original Plan was amended and restated in its entirety effective as of January 1, 2005 (the “2005 Restatement”) to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the proposed IRS regulations and other interim guidance issued thereunder; and

WHEREAS, the Company now desires to amend the 2005 Restatement to comply with final IRS regulations issued pursuant to Section 409A of the Code;

NOW, THEREFORE, the Plan is amended as follows effective as of January 1, 2008:

A. Section 1.4 is amended to read as follows:

Section 1.4 “ Change in Control ” shall mean a change in ownership or control of the Company effected through any one of the following events:

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

(ii) The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

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

(x) that results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the

Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

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

B. Section 2.1 is amended by adding the following new paragraph to the end of said Section:

Notwithstanding any provision in the Plan to the contrary, no new Deferred Stock Units shall be credited to the Account of any Director with respect to any Fees attributable to Years beginning on or after January 1, 2008. The Plan, however, shall remain in effect with respect to Deferred Fees attributable to Years ending on or before December 31, 2007.

C. Section 4.2 is amended to read as follows:

Section 4.2 Each Director shall have the right to designate a beneficiary who is to succeed to his or her right to receive payments hereunder in the event of death. Any designated beneficiary shall receive payments in the same manner as the Director if he or she had lived. In case of a failure of designation or the death of a designated beneficiary without a designated successor, the Director’s remaining benefit shall be paid in full to his or her surviving spouse (or if none, the Director’s estate) within 30 days following the Director’s death. No designation of beneficiary or change in beneficiary shall be valid unless it is in writing signed by the Director and filed with the Secretary of the Company.

D. A new Section 5.5 is added to read as follows:

Section 5.5 Notwithstanding any provision in the Plan to the contrary, pursuant to IRS and Treasury Department transition guidance under Section 409A of the Code, new payment elections shall be permitted under the Plan through December 31, 2008, without violating the subsequent deferral and anti-acceleration rules of Section 409A of the Code. However, any new election (i) may only apply to amounts that would not otherwise be payable during the taxable year in which the election is made and (ii) may not cause an amount to be paid in a taxable year that would not otherwise be payable in such taxable year.

[Signature page to follow]

IN WITNESS WHEREOF, this Amendment is executed this 23 rd day of December 2008.

By: /s/ Victoria Heider

Title: VP of Human Resources

Exhibit 10.5

AMENDMENT TWO

COMPASS MINERALS INTERNATIONAL, INC. RESTORATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005)

WHEREAS, Compass Minerals International, Inc. (the “Company”) established the Plan, effective as of January 1, 2002, as an unfunded retirement plan for a select group of management or highly compensated employees;

WHEREAS, the Company amended and restated the original Plan effective as of January 1, 2005 (the “2005 Restatement”) to comply with Section 409A of the Internal Revenue Code and to make certain other changes; and

WHEREAS, the Company amended the 2005 Restatement by adoption of Amendment One dated December 15, 2007; and

WHEREAS, the Company now desires to further amend the 2005 Restatement to (i) comply with final IRS regulations issued pursuant to Section 409A of the Internal Revenue Code and (ii) provide participants the opportunity to modify their prior elections relating to the time and form of payment as permitted by the Section 409A transition guidance;

NOW, THEREFORE, the 2005 Restatement is amended as follows effective as of January 1, 2008, except as otherwise provided herein:

A. The definition of “Separation from Service” under Article I is amended to read as follows:

“Separation from Service” means the Participant’s separation from service (within the meaning of Code Section 409A and regulations issued thereunder) for any reason. For this purpose, a Participant’s employment relationship shall be treated as continuing intact while he is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains the right to reemployment under applicable statue or by contract.

B. The second sentence under Section 2.1 is amended to read as follows:

If the Company determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Company shall have the right to prevent the Participant from making future deferral elections and receiving Company contributions effective as of the first day of the Plan Year following the Plan Year in which such determination is made.

C. Section 5.1 is amended to read as follows:

5.1 Time of Distribution

Payment of a Participant’s Account shall be made or commence within 30 days following the date the Participant incurs a Separation from Service. A Participant shall not be entitled to a distribution of his or her Account prior to Separation from Service (except as provided in Section 5.6).

Notwithstanding the foregoing or any provision of this Plan to the contrary, in the case of a Participant who is a “specified employee” within the meaning of Code Section 409A, payment of such Participant’s Account due to Separation from Service shall not be made (or commence) before the date which is six (6) months after the date of his Separation from Service or, if earlier, the date of death of such Participant.

D. Section 5.3 is amended to read as follows:

5.3 Form of Distribution

As part of a Participant’s initial Salary Deferral Election, such Participant shall make an irrevocable election to receive payment of the total amount of his Account in one of the following forms:

(a) lump sum payment; or

(b) 5 year annual installments.

Such election shall be made on a form supplied by the Company. If a Participant fails to elect a form of distribution, payment shall be made in the form of a lump sum payment. To the extent applicable, installment payments shall be calculated by dividing the Participant’s Account balance immediately prior to the distribution by the total number of remaining installments to be made. The initial installment payment shall be made at the time specified in Section 5.1 and each subsequent installment payment shall be made on each subsequent anniversary date.

Notwithstanding the foregoing, each existing Participant shall be offered a one-time opportunity to modify his or her prior election regarding the form of distributions no later than December 31, 2005; provided that any change in the form of payment with respect to a Participant’s Grandfathered Account shall not take effect for at least twelve (12) months after the date of such election. Therefore, if a Participant incurs a Separation from Service before the expiration of such 12-month period, the Participant’s Grandfathered Account shall be paid in accordance with his or her prior election.

E. Section 5.4 is amended to read as follows:

5.4 Distribution Upon Death

If a Participant dies before commencing the payment of his Account, the unpaid Account balance shall be paid to a Participant’s designated Beneficiary. Payment to such designated Beneficiary shall be paid within 60 days after the Participant’s death. Distribution shall be made in a lump sum distribution to the designated Beneficiary. If a valid Beneficiary does not exist, then a lump sum distribution payment shall be made to the Participant’s estate.

If a Participant dies before receiving the total amount of his Account, but has commenced payments, the remaining balance of the Participant’s Account shall be paid in a single lump sum to the Participant’s designated Beneficiary within 60 days after the Participant’s death. If a valid Beneficiary does not exist, then a lump sum distribution payment shall be made to the Participant’s estate.

F. A new Section 5.7 is added to read as follows:

5.7 Modification of Payment Elections

Notwithstanding any provision in this Plan to the contrary and subject to the sole discretion of the Committee which may or may not be exercised on a uniform basis among all Participants, a Participant may elect to modify the timing or form of his distribution of benefits under the Plan subject to the terms and conditions established by the Committee. To the extent authorized by the Committee, any subsequent election shall be made in conformance with Section 409A of the Code and the guidance issued by the Department of the Treasury with respect to the application of Section 409A. A subsequent election to delay the timing of distribution or to change the form of distribution shall be effective only if the following conditions are met:

(i)

an election related to a distribution to be made upon a specified time or pursuant to a fixed schedule may not be made less than twelve (12) months before the date of the first scheduled payment,

(ii)

the election shall not take effect until at least twelve (12) months after the date on which the election is made, and

(iii)

except in the case of elections relating to distributions on account of death or disability, the additional deferral with respect to which such election is made is for a period of not less than five (5) years from the date such payment would otherwise have been made.

Notwithstanding any provision in the Plan to the contrary, pursuant to IRS and Treasury Department transition guidance under Section 409A of the Code, new payment elections shall be permitted under the Plan through December 31, 2008, without violating the subsequent deferral and anti-acceleration rules of Section 409A of the Code. However, any new election (a) may only apply to amounts that would not otherwise be payable during the taxable year in which the election is made and (b) may not cause an amount to be paid in a taxable year that would not otherwise be payable in such taxable year.

G. Section 8.2 is amended to read as follows:

8.2 Distribution of Plan Benefits Upon Termination

Upon the full termination of the Plan, the Committee shall direct the distribution of the benefits of the Plan to the Participants in a manner that is consistent with Section 409A of the Code and the regulations issued thereunder.

[Signature page to follow]

IN WITNESS WHEREOF, this Amendment is adopted this 23rd day of December 2008, but effective as of the date(s) set forth herein.

COMPASS MINERALS INTERNATIONAL, INC.

By: /s/ Victoria Heider

Title: VP of Human Resources

Exhibit 10.6

AMENDMENT TWO

COMPASS MINERALS INTERNATIONAL, INC. 2005 INCENTIVE AWARD PLAN

WHEREAS, Compass Minerals International, Inc. (the “Corporation”) maintains the Compass Minerals International, Inc. 2005 Incentive Award Plan (the “Plan”) for the purpose of promoting and enhancing the value of the Corporation by linking the personal interest of its key personnel to those of the stockholders; and

WHEREAS, the Corporation now desires to amend the definition of “Change of Control” to conform with Department of Treasury regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, the definition of “Change of Control” under Section 2.4 is amended by:

(i) deleting subparagraph (b) in its entirety and inserting the following in lieu thereof:

“(b) The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or”

and by

(ii) deleting subparagraph (d) in its entirety and inserting a period at the end of the immediately preceding subparagraph (c).

IN WITNESS WHEREOF, this Amendment is executed this 23 rd day December 2008.

Compass Minerals International, Inc.

By: /s/ Victoria Heider

Title: VP of Human Resources

Exhibit 10.7

Summary of Executive Cash Compensation

and Award Targets Under the Annual Incentive Plan

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

Executive Officers	Current Salary

Angelo Brisimitzakis	$700,000
Rodney Underdown	$321,402
Ronald Bryan	$263,200
Gerald Bucan	$267,750
Keith Clark	$312,000
David Goadby	£191,073*

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

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

Executive Officers	Target Percentage

Angelo Brisimitzakis	90%
Rodney Underdown	50%
Ronald Bryan	50%
Gerald Bucan	50%
Keith Clark	50%
David Goadby	45%

Exhibit 31.1

I, Angelo C. Brisimitzakis, certify that:

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

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

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

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, 2009

/s/ ANGELO C. BRISIMITZAKIS

Angelo C. Brisimitzakis

President and Chief Executive Officer

Exhibit 31.2

I, Rodney L. Underdown, certify that:

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

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

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

(a)

(b)

(c)

(d)

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

(a)

(b)

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

Date: April 28, 2009

/s/ RODNEY L. UNDERDOWN

Rodney L. Underdown

Vice President and Chief Financial Officer

Exhibit 32

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

We hereby certify that this quarterly report on Form 10-Q for the three-month period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof, to the best of my knowledge, fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.

COMPASS MINERALS INTERNATIONAL, INC.

April 28, 2009

/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