COMPASS MINERALS INTERNATIONAL INC (Form: 10-K, Received: 02/22/2016 15:48:18)



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, 2015

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

For the transition period from _______ to _______

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)



Delaware		36-3972986
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



9900 West 109 ^th Street, Suite 100		66210
Overland Park, Kansas		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(913) 344-9200

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Common stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No þ

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 þ No ☐

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

Yes þ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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



	Large accelerated filer þ		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 þ

As of June 30, 2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,768,243,921 , based on the closing sale price of $82.14 per share, as reported on the New York Stock Exchange.

The number of shares outstanding of the registrant’s $0.01 par value common stock at February 17, 2016 was 33,739,460 shares.

DOCUMENTS INCORPORATED BY REFERENCE



Document		Parts into which Incorporated
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 4, 2016		Part III, Items 10, 11, 12, 13 and 14



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

TABLE OF CONTENTS



PART I		Page No.

Item 1.	Business	4
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A.	Controls and Procedures	77
Item 9B.	Other Information	77

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	78
Item 11.	Executive Compensation	78
Item 12.	Stock Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
Item 13.	Certain Relationships and Related Transactions, and Director Independence	78
Item 14.	Principal Accounting Fees and Services	78

PART IV

Item 15.	Exhibits, Financial Statement Schedules	79

SIGNATURES		84



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report on Form 10-K (the "report"), including without limitation the Company’s or management’s beliefs, expectations or opinions, statements regarding future events or future financial performance, our plans and objectives, existing or potential capital expenditures, understanding of the industry and our competition, projected sources of cash flow, potential legal liability, and proposed legislation and regulatory action, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. We use words such as "may," "would," "could," "should," "will," "likely," "expect," "anticipate," "believe," "intend," "plan," "forecast," "outlook," "project," "estimate" and similar expressions suggesting future outcomes or events to identify forward-looking statements or forward-looking information. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause the Company's actual results to differ materially. In evaluating these statements, you should carefully consider various risks, uncertainties and factors including, but not limited to, those listed under Item 1A., "Risk Factors" and elsewhere in this report. Forward-looking statements are only predictions and are subject to certain risks and uncertainties that may cause our actual results to differ materially from the forward-looking statements expressed or implied in this report as a result of factors, risks, and uncertainties, over many of which we do not have control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance or achievements. We do not undertake, and hereby disclaim, any obligation or duty, unless otherwise required to do so by applicable securities laws, to update any forward-looking statement after the date of this report regardless of any new information, future events or other factors. The inclusion of any statement in this report does not constitute our admission that the events or circumstances described in such statement are material to us.

Factors that could cause actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:


•	hazards of mining, including acts of nature;


•	uninsured risks;


•	difficulties or delays in receiving or renewing required governmental or regulatory approvals;


•	the impact of new technology on the demand for our products;


•	the price or lack of availability of transportation services;


•	agricultural economics, customer expectations about future plant nutrition market prices, and customer application rates;


•	weather conditions;


•	cyber security issues;


•	the ability to attract and retain skilled personnel or avoid a disruption in our workforce;


•	the impact of competitive products;


•	governmental policies affecting highway maintenance programs, or consumer, industrial or agricultural sectors in localities where we or our customers operate;


•	pressure on prices realized for our products;


•	constraints on supplies and prices of raw materials and energy used in manufacturing certain of our products;


•	changes in tax laws or estimates;


•	domestic and international general business and economic conditions;


•	foreign exchange rates and their fluctuations;


•	the effects of and changes in trade, monetary, environmental and fiscal policies, laws and regulations;


•	the costs and effects of legal and tax proceedings, including environmental and administrative proceedings;


•	the impact of indebtedness and interest rates, including access to additional credit and capital markets;



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K


•	the ability to complete the acquisition of our unconsolidated equity investee;


•	the ability to successfully complete acquisitions or integrate acquired businesses;


•	misappropriation or infringement claims relating to intellectual property;


•	capacity constraints limiting the production of certain products;


•	difficulties or delays in the development, production, testing and marketing of products;


•	market acceptance issues, including the failure of products to generate anticipated sales levels; and


•	other risk factors included in this Form 10-K or reported from time to time in our filings with the Securities and Exchange Commission ("SEC"). See "Where You Can Find More Information."

MARKET AND INDUSTRY DATA AND FORECASTS

This report includes market share and industry data and forecasts that we obtained from publicly available information and industry publications, su r veys, market research, internal company surveys, and consultant surveys. Industry publications and surveys, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal company surveys, industry forecasts, and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Except where otherwise noted, references to North America include only the continental United States and Canada, references to the United Kingdom ("U.K.") include only England, Scotland and Wales, and statements as to our position relative to our competitors or as to market share refer to the most recent available data. Statements concerning (a) North American consumer and industrial salt and highway deicing salt are generally based on historical sales volumes, (b) U.K. highway deicing salt sales are generally based on historical production capacity and (c) sulfate of potash are generally based on historical sales volumes. Except where otherwise noted, all references to tons refer to "short tons" and all amounts are in United States ("U.S.") dollars. One short ton equals 2,000 pounds.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov . Please note that the SEC’s website is included in this report as an active textual reference only. The information contained on the SEC’s website is not incorporated by reference into this report and should not be considered a part of this report.

You may also request a copy of any of our filings, at no cost, by writing or telephoning:

Investor Relations

Compass Minerals International, Inc.

9900 West 109 ^th Street, Suite 100

Overland Park, Kansas 66210

For general inquiries concerning the Company, please call (913) 344-9200.

Alternatively, copies of these documents are also available free of charge on our website, www.compassminerals.com . The information on our website is not part of this report and is not incorporated by reference into this report.

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



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

ITEM 1. BUSINESS

COMPANY OVERVIEW

Based in the Kansas City metropolitan area, Compass Minerals is a leading producer and marketer of essential minerals, including salt, sulfate of potash specialty fertilizer ("SOP"), magnesium chloride and micronutrients. As of December 31, 2015, we operated 13 production and packaging facilities, including the largest rock salt mine in the world in Goderich, Ontario, Canada, and the largest dedicated rock salt mine in the U.K. in Winsford, Cheshire. Our solar evaporation facility located in Ogden, Utah, is both the largest SOP production site and the largest solar salt production site in North America. We provide highway deicing salt to customers in North America and the U.K. and plant nutrition products to growers and fertilizer distributors worldwide. Our principal plant nutrition product is SOP, which we began marketing under the trade name Protassium+ in 2014. We also sell various premium micronutrient products under our Wolf Trax brand. Additionally, we produce and market consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other mineral-based products for consumer, agricultural and industrial applications. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.

SALT SEGMENT

Salt is indispensable and enormously versatile with thousands of reported uses. In addition, there are no known cost-effective alternatives for most high-volume uses. As a result, our cash flows from salt have not been materially impacted through a variety of economic cycles. We are among the lowest-cost salt producers in our markets due to our high-grade quality salt deposits, which are among the most extensive in the world, and through the use of effective mining techniques and efficient production processes.

Through our salt segment, we mine, produce, process, distribute and market sodium chloride and magnesium chloride in North America and sodium chloride in the U.K. Our salt segment products include rock salt, mechanically evaporated and solar evaporated salt, and brine and flake magnesium chloride. We also purchase potassium chloride ("KCl") and calcium chloride to sell as finished products or to blend with sodium chloride to produce specialty products. Sodium chloride (either as a single mineral or in combination with other chlorides) represents the vast majority of the products we produce and sell. Accordingly, we refer to these products collectively as "salt," unless otherwise noted. In 2015, the salt segment accounted for approximately 77% of our gross sales (see Note 15 to our Consolidated Financial Statements for segment financial information).

Salt is used in a wide variety of applications, including as a deicer for highway, consumer and professional use (rock salt and specialty deicers, which include pure or blended magnesium chloride, potassium chloride and calcium chloride salts with sodium chloride), as an ingredient in chemical production, for water treatment, human and animal nutrition, and for a variety of other consumer and industrial uses.

The demand for salt has historically remained relatively stable during periods of rising prices and through a variety of economic cycles due to its relatively low cost and a diverse number of end uses. However, demand for deicing products is affected by the number and intensity of winter precipitation events in our service territories.

Salt Industry Overview

The salt industry has historically been characterized by modest growth and steady price increases across various types of products, after factoring in the impact of winter weather variability. Salt is one of the most common and widely consumed minerals in the world due to its low relative cost and its utility in a variety of applications. We estimate that the consumption of highway deicing rock salt in North America, including rock salt used in chemical manufacturing processes, is approximately 37 million tons per year based on average winter weather conditions, while the consumer and industrial market totals approximately 9 million tons per year. In the U.K., we estimate that the size of the highway deicing market is approximately 2 million tons per year based on average winter weather conditions. According to the latest available data from the U.S. Geological Survey ("USGS"), during the 30 year period ending 2013, the production of salt used in highway deicing and for consumer and industrial products in the U.S. has increased at a historical average rate of approximately 1% per year, although there have been recent fluctuations above and below this average.

Salt prices vary according to purity and end use, and its pricing differences reflect, among other things, variations in refining and packaging processes. According to the latest USGS data, during the 30 year period ending 2013, prices for salt used in highway deicing and consumer and industrial products in the U.S. have increased at a historical average rate of approximately 3% per year, although there have been recent fluctuations above and below this average. Due to salt’s relatively low production cost, transportation and handling costs tend to be a significant component of the total delivered cost, which makes logistics management and customer service key competitive factors in the industry. The high relative cost associated with transportation tends to favor producers located nearest to the customers.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Processing Methods

Our current production capacity, excluding salt and other minerals purchased under contracts, is approximately 15.6 million tons of salt per year. As of December 31, 2015, mining, other production activities and packaging are conducted at 13 of our facilities. The three processing methods we use to produce salt are described below.

Underground Rock Salt Mining – We primarily use a drill and blast mining technique at our North American underground rock salt mines. In addition, we use continuous mining equipment at our Goderich, Ontario, facility. At our Winsford, U.K., facility, we primarily use continuous mining equipment. Mining machinery moves salt from the salt face to conveyor belts, which transport the salt to the mill center where it is crushed and screened. It is then hoisted to the surface where the processed salt is loaded onto shipping vessels, railcars or trucks. The primary power sources for each of our rock salt mines are electricity and diesel fuel. Rock salt is sold in our highway deicing product line and for numerous applications in our consumer and industrial product lines. Underground rock salt mining represents approximately 84% of our current annual salt production capacity.

Mechanical Evaporation – Mechanical evaporation involves obtaining salt brine from underground salt deposits through brine wells and subjecting that salt-saturated brine to vacuum pressure and heat to precipitate and crystallize salt. The primary power

sources are natural gas and electricity. The resulting product is high purity and has a uniform physical shape. Mechanically evaporated salt is primarily sold through our consumer and industrial salt product lines and represents approximately 6% of our current annual salt production capacity.

Solar Evaporation – Solar evaporation is used in areas of the world where high-salinity brine is available and where weather conditions provide for a high natural evaporation rate. The brine is pumped into a series of large open ponds where sun and wind evaporate the water and crystallize the salt, which is then mechanically harvested and processed through washing, drying and screening. We produce solar salt at the Great Salt Lake in Utah, and sell it through both our consumer and industrial and our highway deicing product lines. Solar evaporation represents approximately 10% of our current annual salt production capacity.

We also produce magnesium chloride through the solar evaporation process. We precipitate sodium chloride and potassium-rich salts from the brine, leaving a concentrated magnesium chloride brine solution. This resulting concentrated brine becomes the raw material used to produce several magnesium chloride products, which are sold through both our consumer and industrial and highway deicing product lines, as well as our plant nutrition segment.

Operations and Facilities

Canada – We produce finished salt products at four locations in Canada. Rock salt mined at our Goderich, Ontario, mine serves the highway deicing markets and the consumer and industrial markets in Canada and the Great Lakes region of the U.S., principally through a series of depots located around the Great Lakes and through packaging facilities. Mechanically evaporated salt used for our consumer and industrial product lines is produced at three facilities strategically located throughout Canada: Amherst, Nova Scotia, in Eastern Canada; Goderich, Ontario, in Central Canada; and Unity, Saskatchewan, in Western Canada.

United States – Our Cote Blanche, Louisiana, rock salt mine serves highway deicing customers through a series of depots located along the Mississippi and Ohio Rivers (and their major tributaries) and chemical and agricultural customers in the Southern and Midwestern U.S. Our solar evaporation facility located in Ogden, Utah, is the largest solar salt production site in North America. This facility principally serves the Midwestern and Western U.S. consumer and industrial markets, provides salt for highway deicing and chemical applications, and produces magnesium chloride, which is used in deicing, dust control and unpaved road surface stabilization applications. The production capacity for solar-evaporated salt at our Ogden facility is currently only limited by demand. Our Central and Midwestern U.S. consumer and industrial customer base is primarily served by our mechanical evaporation plant in Lyons, Kansas. Additionally, we serve areas with evaporated salt purchased from other suppliers’ facilities. We also operate four salt packaging facilities in Illinois, Minnesota, New York and Wisconsin, which principally serve consumer deicing and water conditioning customers in the Central, Midwestern and parts of the Northeastern U.S.

United Kingdom – Our Winsford rock salt mine in Northwest, England, near Manchester, serves the U.K. highway deicing market, primarily in England and Wales.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The following table shows the annual production capacity and type of salt produced at each of our owned or leased production locations as of December 31, 2015:



Location	Annual Production Capacity ^(a) (tons)	Product Type
North America
Goderich, Ontario, Mine ^(b)	8,000,000	Rock Salt
Cote Blanche, Louisiana, Mine	3,000,000	Rock Salt
Ogden, Utah:
Salt ^(c)	1,500,000	Solar Salt
Magnesium Chloride ^(d)	750,000	Magnesium Chloride
Lyons, Kansas, Plant	450,000	Evaporated Salt
Unity, Saskatchewan, Plant	160,000	Evaporated Salt
Goderich, Ontario, Plant	130,000	Evaporated Salt
Amherst, Nova Scotia, Plant	130,000	Evaporated Salt
United Kingdom
Winsford, Cheshire, Mine	1,500,000	Rock Salt

(a) Annual production capacity is our estimate of the tons that can be produced assuming a normal amount of scheduled down time and operation of our facilities under normal working conditions.

(b) We continue to invest in the mine to achieve production capacity of approximately 9.0 million tons annually.

(c) Solar salts deposited annually substantially exceed the amount converted into finished products. The amount presented here represents an approximate average amount produced based on recent market demand.

(d) The magnesium chloride amount includes both brine and flake.

Salt production, including magnesium chloride, at these facilities totaled 14.9 million tons, 15.2 million tons and 12.8 million tons for the years ended December 31, 2015, 2014 and 2013, respectively. We also purchase salt and other minerals under contracts with third-parties to supplement our production when needed. Variations in production volumes are typically attributable to variations in the winter season weather typically ending in March of each year, which impacts the demand during the winter for highway and consumer deicing products.

Salt deposits are found throughout the world, and where it is commercially produced or extracted, it is typically deposited in extremely large quantities. Our production facilities have access to vast mineral deposits. In most of our production locations, we estimate the recoverable salt reserves to last at least several more decades at current production rates and capacities. Our rights to extract those minerals may be contractually limited by either geographic boundaries or time. We believe that we will be able to continue to extend these agreements, as we have in the past, at commercially reasonable terms without incurring substantial costs or material modifications to the existing lease terms and conditions, thereby allowing us to extract the additional salt necessary to fully develop our existing mineral rights.

Our underground mines in Canada (Goderich, Ontario), the U.S. (Cote Blanche, Louisiana) and the U.K. (Winsford, Cheshire) make up 84% of our salt producing capacity. See Item 1A., "Risk Factors – Our operations are dependent on our rights and ability to mine our properties and having renewed or received the required permits and approvals from third-parties and governmental authorities." Each of these mines is operated with modern mining equipment and utilizes subsurface improvements such as vertical shaft lift systems, milling and crushing facilities, maintenance and repair shops, and extensive raw materials handling systems. We believe our properties and our operating equipment are maintained in good working condition.

We own the mine site at Goderich, Ontario. We also maintain a mineral lease at Goderich with the provincial government, which grants us the right to mine salt. This lease expires in 2022 with our option to renew until 2043 after demonstrating to the lessor that the mine’s useful life is greater than the lease’s term. The Cote Blanche mine is operated under land and mineral leases with third-party landowners who grant us the right to mine salt. The mine site and salt reserves at the Winsford mine are owned.

Our mines at Goderich, Cote Blanche and Winsford have been in operation for approximately 56, 50 and 170 years, respectively. We estimate that our mines at Goderich, Cote Blanche and Winsford have approximately 894.1 million, 248.8 million and 34.2 million tons, respectively, remaining at December 31, 2015. At current average rates of production, we estimate that our remaining years of production for the recoverable minerals we presently own or lease to be 119, 75 and 35 years, respectively. In 2014, we received a third-party study which increased the estimated number of tons available to be mined at our Winsford mine based upon a new extraction method. In addition, we amended the lease at our Cote Blanche mine in 2014 to extend the lease term by providing two extension periods of 25 years, each at our option. The amended lease also includes the right to mine additional mineral reserves. We are working with a third-party to estimate the number of tons that will be available to be mined. Until we receive an



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

independent third-party study, our estimate of Cote Blanche’s remaining years of production is based upon an estimate of an additional 18.6 million tons of mineral reserves.

Our mineral interests are amortized on an individual mine basis over estimated useful lives not to exceed 99 years using primarily the units-of-production method. Our estimates are based on, among other things, the results of reserve studies completed by a third-party geological engineering firm. The reserve estimates are primarily a function of the area and volume covered by the mining rights and estimates of our extraction rates based upon an expectation of operating the mines on a long-term basis. Established criteria for proven and probable reserves are primarily applicable to mining deposits of discontinuous metal, where both the presence of ore and its variable grade need to be precisely identified. However, the massive continuous nature of evaporative deposits, such as salt, requires proportionately less data for the same degree of confidence in mineral reserves, both in terms of quantity and quality. Reserve studies performed by a third-party engineering firm suggest that our salt reserves most closely resemble probable reserves and we have therefore classified our reserves as probable reserves.

In addition, we acquired the mining rights to approximately 100 million tons of salt reserves in the Chilean Atacama Desert in 2012. This reserve estimate is based upon an initial report. We will need to complete a feasibility study before we proceed with the development of this project to ensure our salt reserves are probable. The development of this project will require significant infrastructure to establish extraction and logistics capabilities.

We package salt products at four additional Company-owned and operated facilities. Our packaging capacity is based on our estimate of the tons than can be packaged at these facilities assuming a normal amount of scheduled down-time and operation of our facilities under normal working conditions. The chart below shows the packaging capacity at each of these facilities:

In early 2015, we began operation of a packaging facility in Buffalo, New York. As of December 31, 2015, we also have a contract to purchase salt from one supplier in North America, which has a minimum purchasing commitment.

Products and Sales – We sell our salt products through our highway deicing product line (which includes brine magnesium chloride as well as rock salt treated with this mineral) and our consumer and industrial product line (which includes salt as well

as products containing magnesium chloride and calcium chloride in both pure form and blended with salt). Highway deicing, including salt sold to chemical customers, constituted approximately 47% of our gross sales in 2015. Our principal customers are states, provinces, counties, municipalities and road maintenance contractors that purchase bulk deicing salt, both treated and untreated, for ice control on public roadways. Highway deicing salt in North America is sold primarily through an annual tendered bid contract process with governmental entities, as well as through some longer-term contracts, with price, product quality and delivery capabilities as the primary competitive market factors. See Item 1A., "Risk Factors – The Company is subject to numerous laws and regulations with which we must comply in order to operate our business and obtain contracts with governmental entities." Some sales also occur through negotiated sales contracts with third-party customers, particularly in the U.K. Since transportation costs are a relatively large portion of the cost to deliver products to customers, the locations of the salt sources and distribution networks also play a significant role in the ability of suppliers to serve customers. We have an extensive network of approximately 80 depots for storage and distribution of highway deicing salt in North America. The majority of these depots are located on the Great Lakes and the Mississippi and Ohio River systems (and their major tributaries) where our Goderich, Ontario, and Cote Blanche, Louisiana, mines are located to serve those markets. Salt and brine magnesium chloride from our Ogden, Utah, facility are also used for highway deicing in the Western and upper Midwest regions of the U.S. Treated rock salt, which is typically rock salt treated with brine magnesium chloride and organic materials that enhance the performance of the salt, is sold throughout our markets.

We produce highway deicing salt in the U.K. at our mining facility at Winsford, Cheshire, the largest dedicated rock salt mine in the U.K. We believe our production capability and favorable logistics position enhance our ability to meet the U.K.’s winter demands. Due to our strong position, we are viewed as a key supplier by the U.K.’s Highways Agency. In the U.K., approximately 70% of our highway deicing business customers have multi-year contracts.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Winter weather variability is the most significant factor affecting salt sales for deicing applications, because mild winters reduce the need for salt used in ice and snow control. On average, over the last three years, approximately two-thirds of our deicing product sales occurred during November through March each year when winter weather was most severe. Lower than expected sales during this period could have a material adverse effect on our results of operations. The vast majority of our North American deicing sales are made in Canada and the Midwestern U.S. where inclement weather during the winter months causes dangerous road conditions. In keeping with industry practice, we stockpile quantities of salt to meet estimated requirements for the next winter season. See Item 1A., "Risk Factors – The seasonal demand for our products and the variations in our operations from quarter to quarter due to weather conditions, including any effects from climate changes, may have an adverse effect on our results of operations and the price of our common stock" and Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Seasonality."

Our principal chemical customers are producers of intermediate chemical products used in the production of vinyls and other chemicals, pulp and paper, as well as water treatment and a variety of other industrial uses. We typically have multi-year supply agreements, which are negotiated privately with our chemical customers. Price, service, product quality and security of supply are the major competitive market factors.

Sales of our consumer and industrial products accounted for approximately 30% of our 2015 gross sales. We are the third largest producer of consumer and industrial salt products in North America. This product line includes commercial and consumer applications, such as water conditioning, consumer and professional ice control, food processing, agricultural applications, table salt and a variety of industrial applications. We believe that we are among the largest private-label producers of water conditioning and table salt products in Canada. Our Sifto ^® brand encompasses a full line of salt products, which are well recognized in Canada.

Our consumer and industrial sales are driven by broad product lines, strong customer relationships and products using both private-label and Company brands. Our consumer and industrial product line is distributed through many channels including, but not limited to, retail, agricultural, industrial, janitorial and sanitation, and resellers. The consumer and industrial product line is channeled from our plants and third-party warehouses to our customers using a combination of direct sales personnel, contract personnel and a network of brokers or manufacturers’ representatives.

The chart below shows our shipments of salt products:

Competition – We face strong competition in each of the markets in which we operate. In North America, other large, nationally and internationally recognized companies compete against our salt products. In addition, there are also several smaller regional producers of salt. There are several importers of salt into North America, which mostly impact the East Coast and West Coast of the U.S. where we have minimal market presence. Two competitors serve the highway deicing salt market in the U.K.: one in Northern England and one in Northern Ireland. There are typically not significant imports of highway deicing salt into the U.K. See Item 1A., "Risk Factors – Competition in our markets and governmental policies and regulations could limit our ability to attract and retain customers, force us to continuously make capital investments, alter supply levels, and put pressure on the prices we can charge for our products."



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

PLANT NUTRITION SEGMENT

Fertilizers serve a significant role in efficient crop production around the world. Potassium is a vital nutrient for virtually all crops, as it assists in regulating plants’ growth and improves durability. There are two major forms of potassium-based fertilizer, SOP and muriate of potash ("MOP"). SOP is primarily used as a specialty fertilizer, providing potassium and sulfur with no chlorides, which is essential in increasing the yield and quality of high-value and chloride-sensitive crops, such as vegetables, fruits, potatoes, nuts, tobacco and turfgrass. Many high-value or chloride-sensitive crop yields and/or quality are improved when SOP is used as a potassium nutrient, rather than MOP. We are the leading SOP producer and marketer in North America, and we may also market SOP products internationally depending on market conditions. In 2014, we branded our SOP products under the name Protassium+. We offer several grades of Protassium+ products, which are designed to serve the special needs of our customers. Our plant in Ogden, Utah, is the largest in North America and one of only four large-scale solar brine evaporation operations for SOP in the world. Our SOP plant in Wynyard, Saskatchewan, is Canada’s only producer of SOP.

In April 2014, we completed the acquisition of Wolf Trax, Inc., a privately-held Canadian corporation (renamed Compass Minerals Manitoba Inc. ("Compass Manitoba")), which develops and distributes micronutrient products under the Wolf Trax brand. Compass Manitoba develops and markets these innovative crop products based upon proprietary and patented technologies. The acquisition has provided us an opportunity to enter new product and geographic markets and position ourselves as a key resource for premium plant nutrition products.

In December 2015, we completed the acquisition of a 35% equity stake in Produquímica Indústria e Comércio S.A. ("Produquímica"), a Brazilian corporation. Produquímica is one of Brazil's leading manufacturers and distributors of specialty plant nutrients. The investment includes a path to full ownership by early 2019 at the latest. This strategic investment represents an important step in our growth plan to reach $500 million in earnings before interest, taxes, depreciation and amortization ("EBITDA") by 2018. With this investment, we gained access to one of the world's most important agriculture markets and a partner who has a 50-year history of innovation and growth in the Brazilian specialty plant nutrition market.

In 2015, the plant nutrition segment accounted for approximately 22% of our gross sales (see Note 15 of our Consolidated Financial Statements for segment financial information).

Historically, our domestic sales of Protassium+ have been concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients, such as SOP. Consequently, weather patterns and field conditions in these locations can impact plant nutrition sales volumes. Additionally, the demand for, and market price of, SOP may be affected by the broader potash market and the economics of the crops SOP serves. The plant nutrient market is influenced by many factors such as world grain and food supply, changes in consumer diets, general levels of economic activity, government food programs, and governmental agriculture and energy policies in the U.S. and around the world. Economic factors may affect the amount or type of crop grown in certain locations, or the type or amount of fertilizer product used.

Plant Nutrition Industry Overview

Our plant nutrition segment includes sales of SOP and micronutrients. The average annual worldwide consumption of all potash fertilizers is approximately 77 million tons. MOP is the most common source of potassium and accounts for approximately 85% of all potash consumed in fertilizer production. SOP represents approximately 10% of all potash consumption. The remainder is supplied in forms containing varying concentrations of potassium (expressed as potassium oxide) along with different combinations of co-nutrients.

MOP is the most widely used potassium source for most crops and is a less expensive form of potash fertilizer than SOP. SOP (which contains the equivalent of approximately 50% potassium oxide) is utilized by growers for many high-value crops, especially where there are needs or a desire for fertilizers with low chloride content or when the grower seeks a higher yield or quality for their crops. The use of SOP has been proven to improve the yield and/or quality of many high-value or chloride-sensitive crops such as citrus fruits, grapes, almonds, some vegetables, tobacco, and turfgrass, including turf for golf courses. SOP market pricing has historically been above MOP market pricing.

Worldwide consumption of potash has increased in response to growing populations and the need for additional food supplies. We expect the long-term demand for potassium nutrients to continue to grow as arable land per capita decreases, thereby encouraging improved crop yields.

The micronutrients market has been growing over the last several years, and we expect it to continue its growth in the future. While used in small amounts, these plant food elements play important roles in plant development, and nutrient deficient soils must be replenished to obtain higher crop yields using the current available land resources.

Approximately 91% of our annual plant nutrition sales volumes in 2015 were made to domestic customers, who include retail fertilizer dealers and distributors of agricultural products as well as professional turf care customers. In some cases, these dealers and distributors combine or blend our plant nutrition products with other fertilizers and minerals to produce fertilizer blends tailored to individual requirements. See Item 1A., "Risk Factors – Competition in our markets and governmental policies and regulations could limit our ability to attract and retain customers, force us to continuously make capital investments, alter supply levels, and put pressure on the prices we can charge for our products."



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Operations and Facilities

We produce Protassium+ at two facilities, both located in North America: at the Great Salt Lake, near Ogden, Utah, and at a site near Wynyard, Saskatchewan. Our Ogden facility is the largest SOP production site in North America. The facility operates more than 45,000 acres of solar evaporation ponds to produce SOP and salt, including magnesium chloride, from the naturally occurring brine of the Great Salt Lake. The facility operates on land that is both owned and leased under renewable leases from the state of Utah. We believe that our property and operating equipment are maintained in good working condition. This facility has the capability to produce up to 320,000 tons of solar-pond-based SOP, approximately 750,000 tons of magnesium chloride and 1.5 million tons of salt annually when weather conditions are typical.

These recoverable minerals exist in vast quantities in the Great Salt Lake. We believe the recoverable minerals exceed 100 years of reserves at current production rates and capacities and the lake quantities are so vast that they will not be significantly impacted by our production. While our rights to extract these minerals are contractually limited, we believe we will be able to extend our lease agreements, as we have in the past, at commercially reasonable terms, without incurring substantial costs or incurring material modifications to the existing lease terms and conditions.

Initially, we draw mineral-rich lake water, or brine, from the Great Salt Lake into our solar evaporation ponds. The brine moves through a series of solar evaporation ponds over a two- to three-year production cycle. As the water evaporates and the mineral concentration increases, some of those minerals naturally precipitate out of the brine and are deposited on the floors of the ponds. We manage the brine through the entire solar pond system. This process produces the salts necessary to process into SOP, salt and magnesium chloride. The evaporation process is dependent upon sufficient lake brine levels and hot, arid summer weather conditions. The potassium-bearing salts are mechanically harvested out of the solar evaporation ponds and refined to high-purity SOP in our production facility.

We can use KCl and other potassium-rich minerals as a raw material feedstock to supplement our solar harvest to help meet demand when it is economically feasible. In the last three years, we have purchased and consumed KCl and/or raw material feedstock to supplement production.

We have invested in our Ogden facility to strengthen our solar-pond-based SOP production through upgrades to our processing plant and our solar evaporation ponds. The objectives have included some modification to our existing solar evaporation ponds to increase the annual solar harvest and the extraction yield from the harvest and processing capacity of our SOP plant. These improvements have increased our current annual solar-pond-based SOP production capacity from our prior capacity of 250,000 tons per year up to our current capacity of 320,000 tons.

We have identified opportunities and have begun to further expand our solar-pond-based SOP production capacity. After the completion of this additional expansion, we expect our SOP production capacity to be approximately 550,000 tons, including tons produced using KCl feedstock.

We also own and operate Compass Minerals Wynyard Inc., which contributes 40,000 tons to our annual SOP capacity. The facility is located on the Big Quill Lake near Wynyard, Saskatchewan, Canada. We combine sulfate-rich brine with sourced potassium chloride to create SOP through ion exchange and glaserite processes. This product is high purity and is used in addition to crop nutrient applications as well as specialty, non-agricultural applications.

We hold numerous governmental, environmental, mining and other permits, water rights, and approvals authorizing operations at each of our facilities.

Products and Sales – Historically, our domestic sales of SOP have been concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of SOP as a source of potassium nutrients. In 2013, we increased our focus on our core domestic market which recognizes the value of SOP and is closer to our production facilities which further benefits our net selling price. Our Wolf Trax product line expands the markets that we serve. Our micronutrient products are essential to a wide range of crops, including commodity row crops, as different plants and soil conditions require different micronutrients. International plant nutrition sales volumes in 2015 were 9% of our annual plant nutrition sales. See Note 15 to our Consolidated Financial Statements. We have an experienced sales group focusing on the specialty aspects and benefits of SOP as a source of potassium nutrients and the benefits of various micronutrients to plant health.



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The chart below shows our domestic and international shipments of our plant nutrient products:

Competition – Approximately 56% of the world SOP capacity is located in East Asia/China, 23% in Western Europe, 4% in North America, 4% in South America and the remaining 13% in other countries. The world capacity of SOP totals about 11 million tons. Our major competition for SOP sales in North America includes imports from Germany, Chile and Belgium. In addition, there is functional competition between SOP and other forms of potassium crop nutrients. Internationally, we compete on a global level with a variety of other producers. See Item 1A., "Risk Factors – Competition in our markets and governmental policies and regulations could limit our ability to attract and retain customers, force us to continuously make capital investments, alter supply levels, and put pressure on the prices we can charge for our products." The micronutrient market is highly fragmented with many suppliers serving differing needs. Commodity and specialty crops require micronutrients in varying degrees depending on the crop and soil conditions. While sales of Wolf Trax products have historically been concentrated in North America, we also sell our micronutrient products globally, primarily in Europe, Central and South America, and the Caribbean.

During 2015, the Company's domestic and international net sales accounted for 91% and 9%, respectively, of total net sales. Information regarding financial data by geographic segment is set forth in Note 15 of our Consolidated Financial Statements.

OTHER

DeepStore is our records management business in the U.K. that utilizes portions of previously excavated space in our salt mine in Winsford, Cheshire, for secure underground document storage and one warehouse location in London, England. Currently, DeepStore does not have a significant share of the document storage market in the U.K., nor is it material in comparison to our salt and plant nutrition segments.

INTELLECTUAL PROPERTY

We rely on a combination of patents, trademarks, copyright and trade secret protection, employee and third-party non-disclosure agreements, license arrangements, and domain name registrations to protect our intellectual property. We sell many of our products under a number of registered trademarks that we believe are widely recognized in the industry. The following items are some of our registered trademarks pursuant to applicable intellectual property laws and are the property of our subsidiaries: American Stockman; Chlori-Mag; DDP; DeepStore; DustGuard; FreezGard; IceAWay; K-Life; Nature’s Own; Protassium and design; ProSoft; Protinus; Safe Step; Sifto; Sure Soft; Sure-Paws; Thawrox; and Wolf Trax and design. No single patent, trademark or trade name is material to our business as a whole.

Any issued patents that cover our proprietary technology and any of our other intellectual property rights may not provide us with substantial protection or be commercially beneficial to us. The issuance of a patent is not conclusive as to its validity or its enforceability. Competitors may also be able to design around our patents. If we are unable to protect our patented technologies, our competitors could commercialize our technologies.

With respect to proprietary know-how, we rely on trade secret protection and confidentiality agreements. Monitoring the unauthorized use of our technology is difficult, and the steps we have taken may not prevent unauthorized use of our technology. The disclosure or misappropriation of our intellectual property could harm our ability to protect our rights and our competitive position. See Item 1A., "Risk Factors – Our intellectual property may be misappropriated or subject to claims of infringement."



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

EMPLOYEES

As of December 31, 2015, we had 1,984 employees, of which 1,003 are located in the U.S., 806 in Canada and 175 in the U.K. Approximately 30% of our U.S. workforce and approximately 50% of our global workforce is represented by labor unions. Of our 12 material collective bargaining agreements, three will expire in 2016, four will expire in 2017, four will expire in 2018 and one will expire in 2019. Approximately 10% of our workforce is employed in Europe where trade union membership is common. We consider our overall labor relations to be good. See Item 1A., "Risk Factors – If we cannot successfully negotiate new collective bargaining agreements, we may experience significant increases in the cost of labor or a disruption in our operations."

PROPERTIES

We have leases for packaging and other facilities, which are not individually material to our business. The table below sets forth our principal properties:



		Land and Related Surface Rights		Mineral Reserves
Location	Use	Owned/ Leased	Expiration of Lease	Owned/ Leased	Expiration of Lease
Cote Blanche, Louisiana	Rock salt production facility	Leased	2060 ⁽¹⁾	Leased	2060 ⁽¹⁾
Lyons, Kansas	Evaporated salt production facility	Owned	N/A	Owned	N/A
Ogden, Utah	SOP, solar salt and magnesium chloride production facility	Owned	N/A	Leased	⁽²⁾
Wynyard, Saskatchewan, Canada	SOP production facility	Owned ⁽³⁾	N/A	Leased	2020 ⁽⁴⁾
Amherst, Nova Scotia, Canada	Evaporated salt production facility	Owned	N/A	Leased	2023 ⁽⁵⁾
Goderich, Ontario, Canada	Rock salt production facility	Owned	N/A	Leased	2022 ⁽⁵⁾
Goderich, Ontario, Canada	Evaporated salt production facility	Owned	N/A	Owned	N/A
Unity, Saskatchewan, Canada	Evaporated salt production facility	Owned	N/A	Leased	2016/2030 ⁽⁶⁾
Winsford, Cheshire, United Kingdom	Rock salt production facility; records management	Owned	N/A	Owned	N/A
London, United Kingdom	Records management	Leased	2028	N/A	N/A
Overland Park, Kansas	Corporate headquarters	Leased	2020	N/A	N/A


(1)	The Cote Blanche lease was amended in 2014 to include two 25-year renewal options.


(2)	The Ogden lease renews on an annual basis.


(3)	The Wynyard location also has leases expiring in 2016 for two parcels of land.


(4)	The Wynyard mineral lease may be renewed for additional 20-year periods.


(5)	Subject to our right of renewal through 2043.


(6)	Consists of two leases expiring in 2016 and 2030 subject to our right of renewal through 2037 and 2051, respectively.

With respect to each facility at which we extract salt, brine or SOP, permits or licenses are obtained as needed in the normal course of business based on our mine plans and federal, state, provincial and local regulatory provisions regarding mine permitting and licensing. Based on our historical permitting experience, we expect to be able to continue to obtain necessary mining permits to support historical rates of production.

Our mineral leases have varying terms. Some will expire after a set term of years, while others continue indefinitely. Many of these leases provide for a royalty payment to the lessor based on a specific amount per ton of minerals extracted or as a percentage of revenue. In addition, we own a number of properties and are party to non-mining leases that permit us to perform activities that are ancillary to our mining operations, such as surface use leases for storage at depots and warehouse leases. We believe that all of our leases were entered into at market terms.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The following map shows the locations of our principal mineral extraction, packaging and document storage operating facilities as of December 31, 2015:

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

We produce and distribute crop and animal nutrients, salt, and deicing products. These activities subject us to an evolving set of international, federal, state, provincial and local environmental, health and safety ("EHS") laws that regulate, or propose to regulate: (i) product content; (ii) use of products by both us and our customers; (iii) conduct of mining and production operations, including safety procedures followed by employees; (iv) management and handling of raw materials; (v) air and water quality impacts from our facilities; (vi) disposal, storage and management of hazardous and solid wastes; (vii) remediation of contamination at our facilities and third-party sites; and (viii) post-mining land reclamation. For new regulatory programs, it is difficult for us to ascertain future compliance obligations or estimate future costs until implementation of the regulations has been finalized and definitive regulatory interpretations have been adopted. We address regulatory requirements by making necessary modifications to our facilities and/or operating procedures.

We have expended, and anticipate that we will continue to expend, financial and managerial resources to comply with EHS laws and regulations, as well as Company EHS standards. We estimate that our 2016 EHS capital expenditures will total approximately $3.3 million. We expect that our estimated expenditures in 2016 for reclamation activities will be approximately $0.1 million. It is possible that greater than anticipated EHS capital expenditures or reclamation expenditures will be required in 2016 or in the future.

We maintain accounting accruals for certain contingent environmental liabilities and believe these accruals comply with generally accepted accounting principles. We record accruals for environmental investigatory and non-capital remediation costs when we believe it is probable that we will be responsible, in whole or in part, for environmental remediation activities, and the expenditures for such activities are reasonably estimable. Based on current information, it is the opinion of management that our contingent liabilities arising from EHS matters, taking into account established accruals, will not have a material adverse effect on our business, financial condition or results of operations. As of December 31, 2015, we had recorded environmental accruals of $1.4 million.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Product Requirements and their Impact

International, federal, state and provincial standards (i) require registration of many of our products before such products can be sold; (ii) impose labeling requirements on those products; and (iii) require producers to manufacture the products to formulations set forth on the labels. Environmental, natural resource and public health agencies at all regulatory levels continue to evaluate alleged health and environmental impacts that might arise from the handling and use of products such as those we manufacture. The U.S. Environmental Protection Agency (the "EPA"), the State of California and The Fertilizer Institute have each completed independent assessments of potential risks posed by crop nutrient materials. These assessments concluded that, based on the available data, crop nutrient materials generally do not pose harm to human health. It is unclear whether any further evaluations may result in additional standards or regulatory requirements for the producing industries, including us, or for our customers. It is the opinion of management that the potential impact of these standards on the market for our products or on the expenditures that may be necessary to meet new requirements will not have a material adverse effect on our business, financial condition or results of operations.

Operating Requirements and Impacts

We hold numerous environmental and mining permits, water rights, and other permits or approvals authorizing operations at each of our facilities. Our operations are subject to permits for extraction of salt and brine, emissions of process materials to air and discharges to surface water, and injection of brine and wastewater to subsurface wells. Some of our proposed activities may require waste storage permits. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility. In addition, changes to environmental and mining regulations or permit requirements could have a material adverse effect on our ability to continue operations at the affected facility. Expansion of our operations also is predicated upon securing the necessary environmental or other permits or approvals. See Item 1A., "Risk Factors – Environmental laws and regulation may subject us to significant liability and could require us to incur additional costs in the future."

We have also developed alternative mine uses. For example, we sold an excavated portion of our salt mine in the U.K. to a subsidiary of Veolia Environnement ("Veolia"), a business with operations in the waste management industry. That business is permitted by the jurisdictional environmental agency to dispose of certain stable types of hazardous waste in the area of the salt mine owned by them. We believe that the mine is stable and provides a secure disposal location separate from our mining and records management operations. However, we recognize that any temporary or permanent storage of hazardous waste may involve risks to the environment. Although we believe that we have taken these risks into account during our planning process, and Veolia is required by U.K. statute to maintain adequate security for any potential closure obligation, it is possible that material expenditures could be required in the future to further reduce this risk or to remediate any future contamination.

Remedial Activities

Remediation at Our Facilities – Many of our current and formerly owned facilities have been in operation for decades. Operations have historically involved the use and handling of regulated chemical substances, salt and by-products or process tailings by us and predecessor operators, which have resulted in soil, surface water and groundwater contamination.

At many of these facilities, spills or other releases of regulated substances have occurred previously and potentially could occur in the future, possibly requiring us to undertake or fund cleanup efforts under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") or state, provincial or other federal laws in other jurisdictions governing cleanup or disposal of hazardous substances. In some instances, we have agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake investigations, which currently are in progress, to determine whether remedial action may be required to address such contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. At still other locations, we have undertaken voluntary remediation and have removed formerly used underground storage tanks. Expenditures for these known conditions currently are not expected, individually or in the aggregate, to be significant. However, material expenditures could be required in the future to remediate the contamination at these or at other current or former sites.

The Wisconsin Department of Agriculture, Trade and Consumer Protection ("DATCP") has information indicating that agricultural chemicals are present within the subsurface area of the Kenosha, Wisconsin, plant. The agricultural chemicals were used by previous owners and operators of the site. None of the identified chemicals have been used in association with Compass Minerals’ operations since it acquired the property in 2002. DATCP directed us to conduct further investigations into the possible presence of agricultural chemicals in soil and ground water at the Kenosha plant. We have completed such investigations of the soils and ground water and have provided the findings to DATCP. We are presently proceeding with select remediation activities to mitigate agricultural chemical impact to soils and ground water at the site. All investigations and mitigation activities to date, and any potential future remediation work, are being conducted under the Wisconsin Agricultural Chemical Cleanup Program ("ACCP"), which would provide for reimbursement of some of the costs. We may seek participation by, or cost reimbursement from, other parties responsible for the presence of any agricultural chemicals found in soil and ground water at this site if we do not receive an acknowledgment of no further action and are required to conduct further investigation or remedial work that may not be eligible for reimbursement under the ACCP.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Remediation at Third-Party Facilities – Along with impacting the sites at which we have operated, various third parties have alleged that our past operations have resulted in contamination to neighboring off-site areas or third-party facilities including third-party disposal facilities for regulated substances generated by our operating activities. CERCLA imposes liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons who are considered to have contributed to the release of "hazardous substances" into the environment. Under CERCLA, or its various state analogues, one party may potentially be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties.

We have entered into " de minimis" settlement agreements with the EPA with respect to several CERCLA sites, pursuant to which we have made one-time cash payments and received statutory protection from future claims arising from those sites. In some cases, however, such settlements have included "reopeners," which could result in additional liability at such sites in the event of newly discovered contamination or other circumstances.

At other sites for which we have received notice of potential CERCLA liability, we have provided information to the EPA that we believe demonstrates that we are not liable, and the EPA has not asserted claims against us with respect to such sites. In some instances, we have agreed, pursuant to orders from or agreements with appropriate governmental agencies or agreements with private parties, to undertake or fund investigations, some of which currently are in progress, to determine whether remedial action, under CERCLA or otherwise, may be required to address contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

At present, we are not aware of any additional sites for which we expect to receive a notice from the EPA or any other party of potential CERCLA liability that would have a material effect on our financial condition, results of operations or cash flows. However, based on past operations, there is a potential that we may receive notices in the future for issues at sites of which we are currently unaware or that our liability for issues at sites currently known may increase.

Expenditures for our known environmental liabilities and site conditions currently are not expected, individually or in the aggregate, to be material or have a material adverse effect on our business, financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

You should carefully consider the following risks and all of the information set forth in this annual report on Form 10-K. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Our mining, manufacturing and distribution operations are subject to a variety of risks and hazards, which may not be covered by insurance.

The process of mining, manufacturing and distribution involves risks and hazards, including environmental hazards, industrial accidents, labor disputes, unusual or unexpected geological conditions, or acts of nature. Our rock salt mines and SOP production facilities are located near bodies of water and industrial operations. These risks and hazards could lead to uncontrolled water intrusion or flooding or other events or circumstances, which could result in the complete loss of a mine or could otherwise result in damage or impairment to, or destruction of, mineral properties and production facilities, environmental damage, delays in mining and business interruption, and could result in personal injury or death. Our products are converted into finished goods inventories of salt and plant nutrition products and are stored in various locations throughout North America and the U.K. These inventories may become impaired either through accidents or obsolescence.

Our salt mines located in Cote Blanche, Louisiana, and Goderich, Ontario, Canada, constitute approximately 74% of our total salt production capacity. These underground salt mines supply most of the salt product necessary to support our North American highway deicing product line and significant portions of our consumer and industrial salt products. Although sales of our deicing products and profitability of the salt segment can vary from year to year partially due to weather variations in our markets, over the last three years sales of our highway deicing products have averaged approximately 45% of our consolidated sales. An extended production interruption or catastrophic event at either of these facilities could result in an inability to have product available for sale or to fulfill our highway deicing sales contracts and could have a material adverse effect on our financial condition, results of operations, and cash flows.

Although we evaluate our risks and carry insurance policies to mitigate the risk of loss where economically feasible, not all of these risks are reasonably insurable, and our insurance coverage contains limits, deductibles and exclusions. We cannot assure you that our coverage will be sufficient to meet our needs in the event of loss. Such a loss may have a material adverse effect on the Company.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Our operations are dependent on our rights and ability to mine our properties and having renewed or received the required permits and approvals from third parties and governmental authorities.

We hold numerous governmental, environmental, mining and other permits, water rights and approvals authorizing operations at each of our facilities. A decision by a third party or a governmental agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility. Certain organizations have challenged the Canadian government's ownership of the land under which our Goderich, Ontario, facility is operated. There can be no assurances that existing permits or the Canadian government's ownership will be upheld.

Furthermore, many of our facilities are located on land leased from governmental authorities. Our leases generally require us to continue mining in order to retain the lease, the loss of which could adversely affect our ability to mine the associated reserves. In addition, our facilities are located near existing and proposed third-party industrial operations that could affect our ability to fully extract, or the manner in which we extract the mineral deposits to which we have mining rights.

We are currently seeking to expand our solar-evaporation-pond acreage at the Great Salt Lake, which may require additional water and other rights from governmental authorities. There can be no assurance that we will be granted the necessary rights for all or any portion of these undeveloped lands nor, if received, that the lands will be developed to produce marketable product.

In some instances, we have received access rights or easements from third parties which allow for a more efficient operation than would exist without the access or easement. We do not believe any action will be taken to suspend these accesses or easements. However, no assurance can be made that a third party will not take any action to suspend the access or easement, nor that any such action would not be materially adverse to our results of operations or financial condition.

New technology may reduce the demand for our products or result in new or less costly methods of competitors producing products, either of which could adversely affect our operating results.

The demand for our products may be adversely affected by advances in technology or development of competing products. More efficient application methods for salt and plant nutrition products may reduce demand. New application methods as well as any future technological advances may have an adverse effect on our business, financial condition, results of operations and cash flows. New methods of delivering plant nutrient products could increase competition and impact the demand for our products. Methods of producing sodium chloride, magnesium chloride and SOP in large quantities have historically been characterized by slow pace of technological advances for existing competitors or potential new entrants. New methods or alternative sources developed to produce sodium chloride, magnesium chloride, SOP or competing products could increase competition and impact the demand for our products, thereby impacting our results of operations.

Increasing costs or a lack of availability of transportation services could have an adverse effect on our ability to deliver products at competitive prices.

Transportation and handling costs are a significant component of the total delivered cost of product sales, particularly salt. The high relative cost of transportation tends to favor producers located nearest the customer. We contract bulk shipping vessels, barges, trucking and rail services to move salt from our production facilities to distribution outlets and customers. In many instances, we have committed to deliver salt, under penalty of non-performance, up to nine months prior to producing and delivering the salt for delivery to our customers. A reduction in the dependability or availability of transportation services or a significant increase in transportation service rates, including the impact of weather and water levels on the waterways we use, could impair our ability to deliver our products economically to our customers and impair our ability to expand our markets.

In addition, diesel fuel is a significant component of transportation costs we incur to deliver our products to customers. In limited circumstances, our arrangements with customers allow for full or partial recovery of changes in diesel fuel costs through an adjustment to the selling price. However, a significant increase in the price of diesel fuel that is not recovered through transportation costs we charge our customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Agricultural economics, customer expectations about future plant nutrition market prices and availability, and customer application rates can have a significant effect on the demand for our plant nutrition products, which can affect our sales volumes and prices.

When customers anticipate increased plant nutrient selling prices or improving agricultural economics, they may accumulate inventories in advance, which may result in a delay in the realization of price increases for our products. In addition, customers may delay their purchases when they anticipate future plant nutrient selling prices may remain constant or decline, or when they anticipate declining agricultural economics, which may adversely affect our sales volumes and selling prices. Customer expectations about the availability of plant nutrition products can have similar effects on sales volumes and prices.

Growers are continually seeking to maximize their economic return, which may impact the application rates for plant nutrition products. Growers’ decisions regarding the application rate for plant nutrition products, including whether to forgo application altogether, may vary based on many factors, including crop and plant nutrient prices and nutrient levels in the soil. Growers are more likely to increase application rates when crop prices are relatively high or when plant nutrient prices and soil nutrient levels



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

are relatively low. Growers are more likely to reduce application rates or forgo application of plant nutrition products when crop prices are relatively low and when plant nutrient prices and soil nutrient levels are relatively high. This variability can materially impact our sales prices and volumes.

Economic conditions in the agriculture sector, and supply and demand imbalances for competing plant nutrient products, can also impact the price of, or demand for, our products.

MOP is the least expensive form of potash fertilizer based on the concentration of potassium oxide and, consequently, it is the most widely used potassium source for most crops. SOP is utilized by growers for many high-value crops, especially crops for which low-chloride content fertilizers and/or the presence of sulfur improves quality and yield. Economic conditions for agricultural products can affect the type and amount of crops grown as well as the type or amount of fertilizer product used. Potash is a commodity, and consequently it trades in a highly competitive market affected by global supply and demand. When the demand and price of potash are high, competitors are more likely to increase their production. Competitors may also expand their future production capacity of potash or new facilities may also be built by new market participants, both of which could impact available supplies. An over-supply of either type of potash product domestically or worldwide could unfavorably impact the sales prices we can charge for our specialty potash fertilizer, as a large price disparity between potash products could cause growers to choose a less-expensive alternative.

The seasonal demand for our products and the variations in our operations from quarter to quarter due to weather conditions, including any effects from climate changes, may have an adverse effect on our results of operations and the price of our common stock.

Our deicing product line is seasonal, with operating results varying from quarter to quarter as a result of weather conditions and other factors. On average, over the last three years, approximately two-thirds of our deicing product sales occurred during November through March each year when winter weather was most severe. Winter weather events are not predictable outside of a relatively short time frame either locally or on a broader scale, yet we must stand ready to deliver deicing products to local communities with little advance notice under the requirements of our highway deicing contracts. As a result, we attempt to stockpile sufficient supplies of highway deicing salt in the last three fiscal quarters to meet estimated demand for the winter season. Failure to deliver under our highway deicing contracts may result in significant penalties.

In addition, winter weather events may be influenced by climate change, weather cycles and other natural events. Any prolonged change in weather patterns in our relevant geographic markets could impact demand for our deicing products. Weather conditions that impact our highway deicing product line include temperature, amounts of wintry precipitation, number of snowfall events and the potential for, and duration and timing of, snowfall or icy conditions in our relevant geographic markets. Lower than expected sales during the winter season could have a material adverse effect on our results of operations and the price of our common stock.

Our plant nutrition operating results are dependent in part upon conditions in the agriculture sector. The fertilizer business, including our Protassium+ and micronutrient businesses, can be affected by a number of factors, including weather patterns, crop prices, field conditions (particularly during periods of traditionally high crop nutrients application) and quantities of crop nutrients imported to and exported from North America. Our ability to produce Protassium+ from our solar evaporation ponds is dependent upon sufficient lake brine levels and hot, arid summer weather conditions. Extended periods of precipitation or a prolonged lack of sunshine or cooler weather during the evaporation season would hinder the evaporation rate and hence our production levels, which may result in lower sales volumes and higher unit production costs.

Additionally, our ability to harvest minerals could be negatively impacted by any prolonged change in weather patterns, including any effects from climate change, leading to changes in mountain snowfall fresh water run-off that significantly impact lake levels or by increased rainfall during the summer months at our solar evaporation ponds at the Great Salt Lake. A cooler and/or wet evaporation season could also impact the harvest of minerals at the Great Salt Lake and result in an increase in our per-unit production costs. Similar factors can negatively impact the lake level and concentration of sulfates at the Big Quill Lake, thereby impacting the production at our Wynyard facility and the resulting per-unit production costs.

If our computer systems and information technology are compromised, our ability to conduct our business will be adversely impacted.

We rely on computer systems and information technology to conduct our business, including cash management, order entry, vendor payments, employee salaries and recordkeeping, inventory and asset management, shipping of products, and communication with employees and customers. We also use our systems to analyze and communicate our operating results and other data to internal and external recipients. In 2016, we expect to implement a comprehensive update to our enterprise resource planning system. Any implementation issues could be costly to resolve and have adverse effects on our ability to properly capture, process and report financial transactions. While we have taken steps to ensure the security of our information technology systems, we may be susceptible to cyber attacks, computer viruses and other technological disruptions. A material failure or interruption of access to our computer systems for an extended period of time or the loss of confidential or proprietary data could adversely affect our operations and regulatory compliance. While we have mitigation and data recovery plans in place, it is possible that significant



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

capital investment and time may be required to correct any of these issues. The additional capital investment needed to prevent or correct any of these issues may negatively impact our business and cash flows.

If we cannot successfully negotiate new collective bargaining agreements, we may experience significant increases in the cost of labor or a disruption in our operations.

Labor costs, including benefits, represented approximately 30% of our total production costs in 2015. As of December 31, 2015, we had 1,984 employees, of which 1,003 are located in the U.S., 806 in Canada and 175 in the U.K. Approximately 30% of our U.S. workforce and 50% of our global workforce is represented by labor unions. Of our 12 material collective bargaining agreements, three will expire in 2016, four will expire in 2017, four will expire in 2018 and one will expire in 2019.

Approximately 10% of our workforce is employed in Europe where trade union membership is common. Although we believe that our employee relations are good, they can be affected by general economic, financial, competitive, legislative, political and other factors beyond our control. We cannot assure you that we will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the cost of labor, or that a breakdown in such negotiations will not result in the disruption of our operations.

Our business is capital-intensive, and the inability to fund necessary capital expenditures in order to develop or expand our operations could have an adverse effect on our growth and profitability.

We have begun to expand our SOP processing plant at our Great Salt Lake facility which requires us to make significant capital expenditures in 2016. In addition, we have shaft relining and continuous mining projects at our Goderich mine, which will require significant capital expenditures over the next several years. Capital expenditures required for projects we have undertaken may increase due to factors beyond our control. Although we currently finance most of our capital expenditures through cash provided by operations, we also may depend on the availability of credit to fund future capital expenditures. We could have difficulty finding or obtaining the financing required to fund our capital expenditures, which could limit our expansion ability or increase our debt service requirements; the occurrence of either could have a material adverse effect on our cash flows and profitability.

In addition, our credit agreement contains restrictive covenants related to financial metrics. We may pursue other financing arrangements, including leasing transactions as a method of financing our capital needs. If we are unable to obtain suitable financing, we may not be able to complete our expansion plans. A failure to complete our expansion plans could negatively impact our growth and profitability.

Significant capital expenditures are required to maintain our existing facilities and the amount of capital expenditures to maintain these facilities can fluctuate significantly when a large replacement or other need is required to maintain operations. These activities may require the temporary suspension of production at portions of our facilities, which could adversely affect our cash flows and profitability. For our solar pond operations, we may need to obtain regulatory approvals to complete these maintenance activities, and there can be no assurance that such approvals will be received. If these approvals are not received, the impact on our operations may be material.

Our business is dependent upon highly-skilled personnel, and the loss of key personnel may have a material adverse effect on our results of operations.

The success of our business is dependent on our ability to attract and retain highly-skilled managers and other personnel. There can be no assurance that we will be able to attract and retain the personnel necessary for the efficient operation of our business. The loss of the services of key personnel or the failure to attract additional personnel, as needed, could have a material adverse effect on our results of operations and could lead to higher labor costs or the use of less-qualified personnel. We do not currently maintain "key person" life insurance on any of our key employees.

Competition in our markets and governmental policies and regulations could limit our ability to attract and retain customers, force us to continuously make capital investments, alter supply levels, and put pressure on the prices we can charge for our products.

We encounter competition in all areas of our business. Some of our competitors are privately-held companies. Therefore, information about these companies may be difficult to obtain, which may hinder us competitively. Competition in our product lines is based on a number of considerations, including product quality and performance, transportation costs (especially in salt distribution), brand reputation, price, and quality of customer service and support. Many of our customers attempt to reduce the number of vendors from which they purchase in order to increase their efficiency. Our customers increasingly demand a broad product range, and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, we will need to invest continuously in manufacturing, marketing, customer service and support, and our distribution networks. We may not have sufficient resources to continue to make such investments or maintain our competitive position. We may have to adjust the prices of some of our products to stay competitive. Additionally, a portion of our plant nutrition business is dependent upon international sales, which accounted for approximately 9% of plant nutrition sales volumes in 2015. At times, we face global competition from other SOP and potash producers, and new competitors may enter the markets in which we sell at any time. We may face more competition in periods when the foreign currency exchange rates versus the dollar are favorable



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

for our competitors. A relatively strong U.S. dollar increases the attractiveness of the U.S. market for our international competitors. Changes in potash competitors’ production or marketing focus could have a material impact on our business. Some of our competitors may have greater financial and other resources than we do.

Our production processes rely on the consumption of natural gas, electricity and certain raw materials. A significant interruption in the supply or an increase in the price of any of these products could adversely affect our business.

Energy costs, primarily natural gas and electricity, represented approximately 8% of our total production costs in 2015. Natural gas is a primary fuel source used in the evaporated salt production process. Our profitability is impacted by the price and availability of natural gas we purchase from third parties. We have a policy of hedging natural gas prices through the use of futures forward swap contracts. We have not entered into any contracts beyond three years for the purchase of natural gas. Our contractual arrangements for the supply of natural gas do not specify quantities and are automatically renewed annually unless either party elects not to do so. We do not have arrangements in place with back-up suppliers. In addition, potential climate change regulations or other carbon or emissions taxes could result in higher production costs for energy, which may be passed on to us, in whole or in part. A significant increase in the price of energy that is not recovered through an increase in the price of our products or covered through our hedging arrangements, or an extended interruption in the supply of natural gas or electricity to our production facilities, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We use KCl as a raw material feedstock in our SOP production process at our Wynyard facility, and it also may be used to supplement our solar harvest at our Ogden facility. We also use KCl as an additive to some of our consumer deicing products and to sell for water conditioning applications. KCl for our Wynyard facility is purchased at prices that have been substantially below market pricing under a long-term supply agreement. We purchased and consumed potassium mineral feedstock for SOP production over the last several years and may supplement our pond-based SOP production when it is economically feasible to do so. In addition, we have continued to purchase KCl for certain water conditioning and consumer deicing applications. Large positive or negative price fluctuations can occur without a corresponding change in sales price to our customers. This could change the profitability of these products, which could materially affect our results of operations and cash flows. This could reduce the amount of blended deicing and water conditioning products we produce, which could also adversely affect our results of operations and cash flows.

Our tax liabilities are based on existing tax laws in our relevant tax jurisdictions and include estimates. Changes in tax laws or estimates, including the impact of tax audits, could adversely impact our profitability, cash flow and liquidity.

The Company files U.S., Canadian, U.K. and Brazilian tax returns with federal and local taxing jurisdictions. Developing our provision for income taxes and analyzing our potential tax exposure items requires significant judgment and assumptions as well as a thorough knowledge of the tax laws in various jurisdictions. We are subject to audit by various taxing authorities, and we may be assessed additional taxes during an audit. We regularly assess the likely outcomes of these audits, including any appeals, in order to determine the appropriateness of our tax provision. However, there can be no assurance that the actual outcomes of these audits or appeals will approximate our estimates, and the outcomes could have a material impact on our net earnings or financial condition. Our future effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of our tax return preparation process. In particular, the carrying value of deferred tax assets, which are predominantly in the U.S., is dependent on our ability to generate future taxable income in the U.S.

Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for years 2002 - 2010 . The reassessments are a result of ongoing audits and total approximately $77.7 million , including interest through December 2015 . The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company has posted collateral in the form of a $49.2 million performance bond. The Company has paid approximately $27.3 million , most of which is recorded in other assets in the consolidated balance sheets, with the remaining balance to be paid after 2015.

In addition, Canadian federal and provincial taxing authorities have reassessed the Company for years 2004 - 2006 , which have been previously settled by agreement among the Company, the Canadian federal taxing authority and the U.S. federal taxing authority. The Company has fully complied with the agreement since entering into it and believes this action is highly unusual. The Company is seeking to enforce the agreement which provided the basis upon which the returns were previously filed and settled. The total amount of the reassessments, including penalties and interest through December 31, 2015 , related to this matter totals approximately $87.1 million . The Company has posted collateral in the form of an approximately $19.3 million performance bond and $34.7 million in the form of a bank letter guarantee which is necessary to proceed with future appeals or litigation.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

taxation as available in the tax treaty between the U.S. and Canada. The Company has filed protective Notices of Objection and has agreed to post collateral of an approximately $8.6 million performance bond and $9.4 million in the form of a bank letter guarantee which is necessary to proceed with future appeals or litigation. Although the outcome of examinations by taxing authorities is uncertain, the Company believes it has adequately reserved for this matter.

While these matters involve an element of uncertainty, management expects that their ultimate outcome will not have a material impact on our results of operations or financial position. However, we can provide no assurance as to the ultimate outcome of these matters, and the impact could be material if they are not resolved in our favor.

We have been able to manage our cash flows generated and used across the Company to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. The amount of permanently reinvested earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our domestic and foreign subsidiaries are, to some extent, impacted by values charged on the transfer of our products between them. We calculate values charged on transfer based on guidelines established by a multi-national organization which publishes accepted tax guidelines recognized in the jurisdictions in which we operate, and those calculated values are the basis upon which our subsidiary profits and cash flows are recorded, including estimates involving income taxes. Such calculations, however, involve significant judgment and estimates by the Company’s management. Some of our calculations have been approved by taxing authorities for certain periods, while the values for those same periods or different periods have been challenged by the same or other taxing authorities. While we believe our calculations and estimates are proper and consistent with the accepted guidelines, the values constitute estimates for which there can be no guarantee that the final resolution with all of the relevant taxing authorities will be consistent with our existing calculations and resulting financial statement estimates. Additionally, the timing for settling these challenges may not occur for many years. It is possible the resolution could impact the amount of earnings attributable to our domestic and foreign subsidiaries, which could impact the amount of permanently reinvested earnings and the tax-efficient access in all jurisdictions to consolidated cash on hand or future cash flows from operations and our ability to pay dividends and service our debt.

Economic and other risks associated with international sales and operations could adversely affect our business, including economic loss, and have a negative impact on earnings.

Since we produce and sell our products primarily in the U.S., Canada and the U.K., our business is subject to risks associated with doing business internationally. Our sales outside the U.S., as a percentage of our total sales, were 24% for the year ended December 31, 2015. Accordingly, our future results could be adversely affected by a variety of factors, including:


•	changes in currency exchange rates;


•	exchange controls;


•	tariffs, other trade protection measures, and import or export licensing requirements;


•	potentially negative consequences from changes in tax laws;


•	differing labor regulations;


•	requirements relating to withholding taxes on remittances and other payments by subsidiaries;


•	restrictions on our ability to own or operate subsidiaries, make investments, or acquire new businesses in these jurisdictions;


•	restrictions on our ability to repatriate dividends from our subsidiaries; and


•	changes in regulatory requirements.

Fluctuations in the value of the U.S. dollar relative to other currencies, especially the Canadian dollar, British pound sterling or Brazilian Real, may adversely affect our results of operations. Because our consolidated financial results are reported in U.S. dollars, the translation into U.S. dollars of sales or earnings can result in a significant increase or decrease in the reported amount of those sales or earnings. In addition, our debt service requirements are primarily in U.S. dollars even though a significant percentage of our cash flow is generated in Canadian dollars and British pounds sterling. Significant changes in the value of Canadian dollars, British pounds sterling and Brazilian Reals 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.

In addition to currency translation risks, we incur currency transaction risk when we or one of our subsidiaries enter into either a purchase or a sales transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we cannot assure you that we will be able to effectively manage our currency transaction and/or translation risks. It is possible that volatility in currency exchange rates could have a material adverse effect on our financial condition or results of operations. We have experienced and expect to experience economic loss and a negative impact on earnings from time to time as a result of foreign currency exchange rate fluctuations. See "Management’s Discussion and Analysis of Financial Condition



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

and Results of Operations – Effects of Currency Fluctuations and Inflation," and "Quantitative and Qualitative Disclosures About Market Risk."

Our overall success as a global business depends, in part, upon our success in differing economic and political conditions. We cannot assure you that we will continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business.

The Company is subject to numerous laws and regulations with which we must comply in order to operate our business and obtain contracts with governmental entities.

Our highway deicing customers principally consist of municipalities, counties, states, provinces and other governmental entities in North America and the U.K. This product line represented approximately 47% of our annual sales in 2015. We are required to comply with numerous laws and regulations administered by federal, state, local and foreign governments relating to, but not limited to, the production, transporting and storing of our products, as well as the commercial activities conducted by our employees and our agents. Failure to comply with applicable laws and regulations could preclude us from conducting business with governmental agencies and lead to penalties, injunctions, civil remedies or fines.

Environmental laws and regulation may subject us to significant liability and could require us to incur additional costs in the future.

We are subject to numerous business, environmental and health and safety laws, and regulations in the countries in which we do business. They include laws and regulations relating to land reclamation and remediation of hazardous substance releases, and discharges to soil, air and water with which we must comply to effectively operate our business. Environmental laws and regulations with which we currently comply may become more stringent and could require material expenditures for continued compliance. Environmental remediation laws, such as CERCLA, impose liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons (known as "potentially responsible parties" or "PRPs") who are considered to have contributed to the release of "hazardous substances" into the environment. Although we are not currently incurring material liabilities pursuant to CERCLA, in the future we may incur material liabilities under CERCLA and other environmental cleanup laws, with regard to our current or former facilities, adjacent or nearby third-party facilities, or off-site disposal locations. Under CERCLA, or its various state analogues, one party may, under some circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and in some cases, criminal sanctions.

In the past, we have received notices from governmental agencies that we may be a PRP at certain sites under CERCLA or other environmental cleanup laws. In some cases, we have entered into " de minimis" settlement agreements with the U.S. governmental agencies with respect to certain CERCLA sites, pursuant to which we have made one-time cash payments and received statutory protection from future claims arising from those sites. At other sites for which we have received notice of potential CERCLA liability, we have provided information to the EPA that we believe demonstrates that we are not liable and the EPA has not asserted claims against us with respect to such sites. In some instances, we have agreed, pursuant to consent orders or agreements with the appropriate governmental agencies, to undertake investigations, which currently are in progress, to determine whether remedial action may be required to address such contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform remedial activities that will address identified site conditions.

At present, we are not aware of any sites for which we expect to receive a notice from the EPA of potential CERCLA liability that would have a material effect on our financial condition or results of operations. However, based on past operations, we may receive such notices in the future for issues at sites of which we are currently unaware. We currently do not expect our known environmental liabilities and site conditions, individually or in the aggregate, to have a material adverse impact on our financial position. However, material expenditures could be required in the future to remediate the contamination at these or at other current or former sites.

We have also developed alternative mine uses. For example, we sold an excavated portion of our salt mine in the U.K. to a subsidiary of Veolia, a business with operations in the waste management industry. That business is permitted by the jurisdictional environmental agency to securely dispose of certain stable types of hazardous waste in the area of the salt mine owned by them for which they pay us fees. We believe that the mine is stable and provides a secure disposal location separate from our mining and records management operations. However, we recognize that any temporary or permanent storage of hazardous waste may involve risks to the environment. Although we believe that we have taken these risks into account during our planning process, and Veolia is required by U.K. statute to maintain adequate security for any potential closure obligation, it is possible that material expenditures could be required in the future to further reduce this risk or to remediate any future contamination.

Continued government and public emphasis on environmental issues, including climate change, can be expected to result in increased future investments for environmental controls at ongoing operations, which would be charged against income from future operations. The U.S. has announced that reporting requirements for the regulation of greenhouse gas emissions and federal climate change legislation is possible in the future in the U.S., while Canada has already committed to reducing greenhouse gas emissions. Future environmental laws and regulations applicable to our operations may require substantial capital expenditures



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

and may have a material adverse effect on our business, financial condition and results of operations. For more information, see Item 1, "Business – Environmental, Health and Safety Matters."

Our indebtedness could adversely affect our financial condition and impair our ability to operate our business.

As of December 31, 2015, Compass Minerals had $727.0 million of outstanding indebtedness, consisting of $250.0 million of senior notes ("4.875% Senior Notes") and approximately $477.0 million of borrowings under a senior secured term loan. Our indebtedness could have important consequences, including the following:


•	it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures and debt service requirements;


•	it may limit our flexibility in planning for, or reacting to, changes in our business;


•	we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;


•	it may make us more vulnerable to a downturn in our business or the economy;


•	it may require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flow for other purposes; and


•	it may materially and adversely affect our business and financial condition, if we are unable to service our indebtedness or obtain additional financing, as needed.

Although our operations are conducted through our subsidiaries, none of our subsidiaries are obligated to make funds available to CMI for payment on our 4.875% Senior Notes or to pay dividends on our capital stock. Accordingly, CMI’s ability to make payments on our 4.875% Senior Notes and distribute dividends to our stockholders is dependent on the earnings and the distribution of funds from our subsidiaries to CMI, and our compliance with the terms of our senior secured credit facilities, including the total leverage ratio and interest coverage ratio. 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 CMI with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on the 4.875% Senior Notes, when due. If we consummate an acquisition, including any potential acquisition of the remaining ownership of Produquímica, our debt service requirements could increase. Furthermore, we may need to refinance all or a portion of our indebtedness on or before maturity. However, we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

An increase in interest rates would have an adverse effect on our interest expense under our senior secured credit facilities. Additionally, the restrictive covenants in the agreements governing our indebtedness may limit our ability to pursue our business strategies or may require accelerated payments on our debt.

We pay variable interest on our senior secured credit facilities based on either the Eurodollar rate or the alternate base rate. Significant increases in interest rates will adversely affect our cost of debt.

Our senior secured credit facilities and indebtedness limit our ability and the ability of our subsidiaries, among other things, to:


•	incur additional indebtedness or contingent obligations;


•	pay dividends or make distributions to our stockholders;


•	repurchase or redeem our stock;


•	make investments;


•	grant liens;


•	enter into transactions with our stockholders and affiliates;


•	sell assets; and


•	acquire the assets of, or merge or consolidate with, other companies.

Our senior secured credit facilities require us to maintain financial ratios. These financial ratios include an interest coverage ratio and a total leverage ratio. Although we have historically been able to maintain these financial ratios, we may not be able to maintain these ratios in the future. Covenants in our senior secured credit facilities may also impair our ability to finance future operations or capital needs or to enter into acquisitions or joint ventures or engage in other favorable business activities.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

If we default under our senior secured credit facilities, the lenders could require immediate payment of the entire principal amount. A default includes nonpayment of principal, interest, fees or other amounts when due; a change of control; default under agreements governing our other indebtedness in which the principal amount exceeds $30 million; material judgments in excess of $30 million; failure to provide timely audited financial statements; or inaccuracy of representations and warranties. Any default under our senior secured credit facilities or agreements governing our other indebtedness could lead to an acceleration of principal payments under our other debt instruments that contain cross-acceleration or cross-default provisions. If the lenders under our senior secured credit facilities were to require immediate repayment, we would need to obtain new borrowings to be able to repay them immediately, or we could not repay our other indebtedness, which may also become immediately due. We may be able to obtain new borrowings to finance these accelerated payment requirements, however there can be no assurance that such borrowings could be obtained at terms which are acceptable to us. Our ability to comply with these covenants and restrictions contained in our senior secured credit facilities and other agreements governing our other indebtedness may be affected by changes in the economic or business conditions or other events beyond our control.

The acquisition of the remaining ownership of Produquímica by early 2019 at the latest is part of our long-term strategic plan. The timing of the completion of our acquisition or our inability or failure to complete the acquisition could impact our financial performance.

In December 2015, we completed the acquisition of a 35% equity stake in Produquímica, a Brazilian corporation, for approximately $114.1 million U.S. dollars at closing. Produquímica is one of Brazil’s leading manufacturers and distributors of specialty plant nutrients. The investment includes a path to full ownership by early 2019 at the latest. The majority shareholders have a put option that may be exercised in October of 2016, 2017, or 2018 to sell the remaining stake in Produquímica. The funding and closing of the acquisition would occur early the following year, subject to regulatory review. We also have a call option that is exercisable in October 2018. The option exercise price is based on full-year adjusted EBITDA at a multiple of 9.4x (2016), 9.3x (2017) or 9.2x (2018). Currently, we estimate that the cost to purchase the remaining equity in Produquímica would be approximately $230 to $250 million U.S. dollars, based upon their projected performance and exchange rates. The occurrence of any event, change or other circumstance that would result in the termination or delay of our acquisition of the remaining Produquímica ownership stake by early 2019 at the latest, including our inability to complete the acquisition due to our failure or the failure of Produquímica or its majority shareholders to satisfy any of the conditions to closing, could impact our ability to achieve our long-term strategic goals. In addition, we cannot assure you that we will be able to obtain the necessary financing on commercially reasonable terms or at all. Our failure to complete the acquisition, including any failure to complete the acquisition due to a failure to obtain financing on commercially reasonable terms or at all, could have a material adverse effect on our results of operations and financial condition.

If we cannot successfully integrate acquired businesses, our growth may be limited and our financial condition adversely affected.

Our business strategy includes supplementing internal growth with acquisitions of complementary businesses. We may be unable to identify suitable businesses to acquire. We compete with other potential buyers for complementary businesses. Competition and regulatory considerations may result in fewer acquisition opportunities. If we cannot complete acquisitions, our growth may be limited and our financial condition may be adversely affected. Completion of acquisitions, including our plan for full ownership of Produquímica by early 2019 at the latest, could disrupt the plans, financial condition and performance of our business, Produquímica or both.

The information we obtain about an acquisition target may be limited, and we cannot assure you that an acquisition will perform as expected or positively impact our financial performance. Additionally, we may not be able to successfully integrate the acquired businesses. Any potential acquisition, including the acquisition of full ownership of Produquímica by early 2019, involves risk, including the ability to effectively integrate the acquired technologies, operations and personnel into our existing business; the diversion of capital and management’s attention from other areas of the business; and the impact of debt obligations resulting from acquisitions.

Our intellectual property may be misappropriated or subject to claims of infringement.

W e consider our intellectual property rights, including patents, trademarks and trade secrets, to be a valuable aspect of our business. We attempt to protect our intellectual property rights primarily through a combination of patent, trademark and trade secret protection. Our patents, which vary in duration, may not preclude others from selling competitive products or using similar production processes. We cannot provide assurances that pending applications for protection of our intellectual property rights will be approved. Our trademark registrations may not prevent our competitors from using similar brand names. We also rely on trade secret protection to guard confidential unpatented technology, and when appropriate, we require that employees and third-party consultants or advisors enter into confidentiality agreements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure. It is possible that our competitors could independently develop the same or similar technology or otherwise obtain access to our unpatented technology.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Many of our important brand names are registered as trademarks in the U.S. and foreign countries. The laws in certain foreign countries in which we do business do not protect intellectual property rights to the same extent as United States law. As a result, these factors could weaken our competitive advantage with respect to our products, services and brands in foreign jurisdictions, which could adversely affect our financial performance.

We cannot guarantee that our intellectual property rights would be upheld if challenged. Such claims, if proven, could materially and adversely affect our business and may lead to the impairment of the amounts recorded for goodwill and other intangible assets. If we are unable to maintain the proprietary nature of our technologies, we may lose any competitive advantage provided by our intellectual property. In addition, although any such claims may ultimately prove to be without merit, the necessary management attention to and legal costs associated with defending our intellectual property rights could be significant.

We may be restricted from paying cash dividends on our common stock in the future.

We currently declare and pay regular quarterly cash dividends on our common stock. Any payment of cash dividends will depend upon our financial condition, earnings, legal requirements, restrictions in our debt agreements, and other factors deemed relevant by our board of directors. The terms of our senior secured credit facilities limit regular annual dividends to $80 million plus 50% of the preceding year net income, as defined, and may restrict us from paying cash dividends on our common stock if our total leverage ratio exceeds 4.50x (actual ratio of 2.3x as of December 31, 2015) or if a default or event of default has occurred and is continuing under the credit facilities. We cannot assure you that the agreements governing our current and future indebtedness, including our senior secured credit facilities, will permit us to pay dividends on our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Information regarding our plant and properties is included in Item 1, "Business," of this report.

ITEM 3. 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, results of operations and cash flows. We are also involved in legal and administrative proceedings and claims of various types from normal activities. We do not believe that these actions will have a material adverse financial effect on us. 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 our results of operations, cash flows or financial position.

ITEM 4. MINE SAFETY DISCLOSURES

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



	24



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Executive Officers of the Registrant

The following table sets forth the name, age and position of each person who is an executive officer as of December 31, 2015, and as of the date of the filing of this report.



Name	Age	Position
Steven N. Berger	50	Senior Vice President, Corporate Services
Keith E. Espelien	56	Senior Vice President, Plant Nutrition
Matthew J. Foulston	51	Chief Financial Officer
David J. Goadby	61	Senior Vice President, Corporate Development
Jack C. Leunig	62	Senior Vice President, Operations
Francis J. Malecha	51	President, Chief Executive Officer and Director
Robert D. Miller	58	Senior Vice President, Salt
Diana C. Toman	37	Senior Vice President, General Counsel and Corporate Secretary

Steven N. Berger joined Compass Minerals as Vice President, Human Resources in March 2013 and was appointed Senior Vice President, Corporate Services in June 2013. From 2008 and until joining the Company, Mr. Berger was employed at Viterra, Inc., most recently as Senior Vice President, Corporate Services. Prior to that, he worked as a Senior Executive at Accenture and a Principal at A.T. Kearney.

Keith E. Espelien was named Senior Vice President, Specialty Fertilizer (later renamed Plant Nutrition) in June 2013. Mr. Espelien returned to Compass Minerals in 2011 as Vice President of Consumer and Industrial Manufacturing in the Salt Division, having previously served the company from 1992 to 2000 in sales, manufacturing and quality roles. From 2000 to 2011, Mr. Espelien was a Vice President of Operations and Vice President of Development and Technology for Mississippi Lime Company in St. Louis, Mo. Effective on February 4, 2016, Mr. Espelien resigned his position as Senior Vice President, Plant Nutrition.

Matthew J. Foulston was appointed Chief Financial Officer of Compass Minerals in December 2014. Prior to joining the Company, he served from 2012 to 2014 as Senior Vice President of Operations and Corporate Finance at Navistar International and previously served from 2009 to 2012 as Vice President and Chief Financial Officer of Navistar Truck. Mr. Foulston has also held executive and leadership positions with Mazda North America and Ford Motor Company.

David J. Goadby was named Vice President – Strategic Development for Compass Minerals in October 2006 and was named Senior Vice President, Strategy in June 2013. Prior to this position, he served as Vice President of the Company since August 2004, Vice President of CMI since February 2002 and as the Managing Director of Salt Union Ltd., our U.K. subsidiary, since April 1994, under the management of Harris Chemical Group. In February 2016, the Company internally announced Mr. Goadby's intention to resign from Compass Minerals effective August, 2016.

Jack C. Leunig was named Senior Vice President, Operations in June 2013. Mr. Leunig joined Compass Minerals in 2008 as Vice President of Manufacturing and Engineering. Prior to joining Compass Minerals, he was with Johns Manville, most recently as Vice President of Operations for the firm's Building Products Division. Prior to joining Johns Manville in 2004, Mr. Leunig held manufacturing and supply chain leadership roles with Great Lakes Chemical, Allied-Signal/Honeywell International and General Electric.

Francis J. Malecha joined Compass Minerals as President and Chief Executive Officer in January 2013. Previously, Mr. Malecha served from 2007 to 2012 as Chief Operating Officer – Grain at Viterra, Inc. He was employed with Viterra, Inc. beginning in 2000, holding positions in operations and merchandising management. From 1986 to 2000, Mr. Malecha held increasingly responsible positions in financial management and merchandising at General Mills, Inc.

Robert D. Miller joined Compass Minerals as Senior Vice President, Salt in November 2013. Prior to joining the Company, he served as U.S. Country Manager for Glencore, a Switzerland-based commodity trading and mining company from April 2013 until November 2013. Mr. Miller was Senior Vice President for Viterra, responsible for the North American Grain Division from June 2007 until April 2013. He has also held leadership positions with General Mills and Yakima Chief.

Diana C. Toman joined Compass Minerals as Senior Vice President, General Counsel and Corporate Secretary in November 2015. Prior to joining the Company, Ms. Toman was employed by General Cable Corporation from 2010 to 2015, most recently as Vice President, Strategy and General Counsel, Asia Pacific and Africa. Ms. Toman served as legal counsel with increasing levels of responsibility at Gardner Denver, Inc. from 2006 to 2010 and Waddell & Reed Financial, Inc. from 2003 to 2006. She began her career as an attorney with the law firm of Levy & Craig, P.C.



	25



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

PRICE RANGE OF COMMON STOCK

Our common stock, $0.01 par value, trades on the New York Stock Exchange under the symbol "CMP". The following chart sets forth the high and low closing prices per share for the four quarters ended December 31, 2015, and 2014:

HOLDERS

On February 17, 2016, the number of holders of record of our common stock was 84.

DIVIDEND POLICY

We intend to pay quarterly cash dividends on our common stock. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements, and other factors our board of directors deems relevant. See Item 1A., "Risk Factors – We may be restricted from paying cash dividends on our common stock in the future."

The Company paid quarterly dividends totaling $2.64 and $2.40 per share in 2015 and 2014, respectively. On February 4, 2016, our board of directors declared a quarterly cash dividend of $0.695 per share on our outstanding common stock, an increase of 5% from the quarterly cash dividends paid in 2015 of $0.66 per share. The dividend will be paid on March 15, 2016, to stockholders of record as of the close of business on February 29, 2016.



	26



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information at December 31, 2015, concerning our common stock authorized for issuance under out equity compensation plan:



	Number of shares	Weighted-average		Number of securities
	to be issued	exercise price of		available for issuance
Plan category	upon exercise	outstanding securities		under plan
Equity compensation plans approved by shareholders
Stock options	353,087	$	83.94
Restricted stock units	91,008	N/A
Performance stock units	77,365	N/A
Deferred stock units	66,158	N/A
Total securities under approved plans ^(a)	587,618			2,978,340
Equity compensation plans not approved by shareholders ^(b) :
Deferred stock units	22,864	N/A
Total	610,482			2,978,340

(a) In 2015, shareholders approved the 2015 Incentive Award Plan. No new awards will be made under the 2005 Incentive Award Plan subsequent to the approval of the 2015 Incentive Award Plan.

(b) For 2007 and earlier years, common stock issued to directors as compensation was allocated under the 2004 Directors Deferred Share Plan. In 2008, we began issuing director compensation shares under the equity plans approved by shareholders. No awards will be granted under the 2004 Directors Deferred Share Plan.



	27



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

ITEM 6. SELECTED FINANCIAL DATA

The information included in the following table should be read in conjunction with "Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and accompanying Notes thereto included elsewhere in this annual report.



	For the Year Ended December 31,
(Dollars in millions, except share data)	2015		2014			2013			2012			2011
Statement of Operations Data:
Sales	$	1,098.7	$	1,282.5		$	1,129.6		$	941.9		$	1,105.7
Shipping and handling cost	261.5		337.7			301.7			238.1			293.8
Product cost ^(a),(c)	433.1		449.1			471.5			414.7			440.6
Depreciation, depletion and amortization ^(b)	78.3		78.0			73.0			64.5			64.7
Selling, general and administrative expenses	108.7		110.4			100.4			93.9			94.5
Operating earnings ^(c)	221.4		311.0			185.6			133.2			215.3
Interest expense	21.5		20.1			17.9			18.2			21.0
Net earnings from continuing operations ^(c)	159.2		217.9			130.8			88.9			149.0
Net earnings available for common stock ^(c)	158.2		216.4			129.8			87.8			146.7
Share Data:
Weighted-average common shares outstanding (in thousands):
Basic	33,677		33,557			33,403			33,109			32,906
Diluted	33,692		33,581			33,420			33,135			32,934
Net earnings from continuing operations per share:
Basic	$	4.70	$	6.45		$	3.89		$	2.65		$	4.46
Diluted	4.69		6.44			3.88			2.65			4.45
Cash dividends declared per share	2.64		2.40			2.18			1.98			1.80
Balance Sheet Data (at year end):
Total cash and cash equivalents	$	58.4	$	266.8		$	159.6		$	100.1		$	130.3
Total assets	1,628.9		1,637.2			1,404.8			1,300.6			1,205.5
Total debt	727.0		626.4			478.6			482.3			482.7
Other Financial Data:
Ratio of earnings to fixed charges ^(d)	6.95x		13.51		x	9.22		x	5.95		x	8.86		x


(a)	"Product cost" is presented exclusive of depreciation, depletion and amortization.


(b)	Depreciation, depletion and amortization include amounts also included in selling, general and administrative expenses.

(c)

In the third quarter of 2014, the Company recognized a gain of $83.3 million ($60.6 million, net of taxes) from an insurance settlement relating to damage it sustained as a result of a tornado that struck its rock salt mine and evaporation plant in Goderich, Ontario, in 2011. The Company recognized $82.3 million of the gain in product cost and $1.0 million of the gain in selling, general and administrative expenses in the consolidated statements of operations. In the fourth quarter of 2013, the Company recognized a gain of $9 million ($5.7 million, net of taxes) from the settlement of an insurance claim resulting from a loss of mineral-concentrated brine due to an asset failure at its solar evaporation ponds in 2010 and a charge of $4.7 million ($2.8 million, net of taxes) from a ruling against the Company related to a labor matter. In 2012 and 2011, our product cost, operating earnings and net earnings were impacted by the effects of a tornado in Goderich, Ontario, that occurred in August 2011.


(d)	For the purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes and fixed charges. Fixed charges consist of interest expense, including the amortization of deferred debt issuance costs and the interest component of our operating rents.



	28



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in this discussion regarding the industry outlook, our expectations for the future performance of our business, and the other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Item 1A., "Risk Factors." You should read the following discussion together with Item 1A., "Risk Factors" and the Consolidated Financial Statements and Notes thereto included elsewhere in this annual report on Form 10-K.

COMPANY OVERVIEW

Based in the Kansas City metropolitan area, Compass Minerals is a leading producer of essential minerals, including salt, sulfate of potash specialty fertilizer ("SOP") and magnesium chloride. As of December 31, 2015, we operated 13 production and packaging facilities, including the largest rock salt mine in the world in Goderich, Ontario, Canada and the largest dedicated rock salt mine in the U.K. in Winsford, Cheshire. Our salt business sells sodium chloride and magnesium chloride, which is used for highway deicing, dust control, consumer deicing, water conditioning, consumer and industrial food preparation, and agricultural and industrial applications. Our solar evaporation facility located in Ogden, Utah, is both the largest SOP production site and the largest solar salt production site in North America. In addition, we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, U.K., which provide services to businesses throughout the U.K.

Company

Highlights


•	Total sales for 2015 were $1,098.7 million, a decrease of 14% from 2014, largely due to mild winter weather in the fourth quarter of 2015 and the weak agriculture market.


•	Net earnings were $159.2 million in 2015, a 27% decrease from 2014. Net earnings in 2014 of $217.9 million were positively impacted by an insurance settlement of $60.6 million (net of tax) related to the tornado that hit our facilities in Goderich, Ontario, in 2011.


•	Adjusted earnings before interest, taxes, depreciation and amortization (adjusted "EBITDA") was $299.7 million, a 2% decrease from 2014 adjusted EBITDA of $305.7 million.


•	Product cost of 46% of sales in 2015 increased from the product cost of 41% in 2014. The 2014 product cost was favorably impacted due to a gain of approximately $82.3 million from the aforementioned settlement.


•	Diluted earnings per share of $4.69 decreased by 27% from 2014 diluted earnings per share.


•	Completed the acquisition of a 35% equity stake in Produquímica Industria e Comercio S.A. ("Produquímica"), a leading Brazilian specialty plant nutrition company.

General

We contract bulk shipping vessels, barges, trucking and rail services to move products from our production facilities to distribution outlets and customers. Our North American salt mines and SOP production facilities are near either water or rail transport systems, which reduces our shipping and handling costs. However, shipping and handling costs still account for a relatively large portion of the total delivered cost of our products. Per-unit salt shipping and handling costs decreased in 2015 from the prior year primarily due to lower fuel costs, which was partially offset by trucking and rail supply constraints. In 2014, per-unit shipping and handling costs were higher due to trucking and rail supply constraints, which were partially offset by lower fuel costs.

Manpower costs, energy costs, packaging, and certain raw material costs, particularly potassium chloride ("KCl"), which can be used to make a portion of our SOP, deicing, and water conditioning products, are also significant. Our production workforce is typically 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 swap contracts up to 36 months in advance of purchases, helping to reduce the impact of short-term spot market price volatility.

We focus on building intrinsic value by improving our EBITDA and by improving our asset quality. We can employ our operating cash flow and other sources of liquidity to pay dividends, re-invest in our business, pay down debt and make acquisitions. Our goal is to achieve $500 million in EBITDA by 2018.

Salt Segment

Highlights


•	Salt segment sales were $849.0 million, a decrease of 15% from 2014 primarily due to mild winter weather in the fourth quarter of 2015.


•	Salt segment average selling price increased 2% from 2014.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K


•	Salt segment volumes were down 17% from 2014.

•

Our operating results are impacted by the winter weather in the markets we serve. We assess the severity of winter weather compared to recent averages, using official government snow data and comparisons of our sales volumes to historical trends and other relevant data. Our assessment of the frequency of winter events in the three past winter weather seasons in the markets we serve are summarized below ^(a) :



2013	Near average in the first quarter
	Above average in the fourth quarter
2014	Above average in first quarter
	Below average in the fourth quarter
2015	Slightly above average in the first quarter
	Significantly below average in the fourth quarter

(a) The number of snow events reported may not directly correlate to Compass Minerals’ deicing results due to a variety of factors, including the relative significance to each city we serve within our market regions. The weather data should be used only as an indicator of year-to-year variations in winter weather conditions in our markets.

General

Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of our salt segment sales. We use inventory management practices to respond to the varying level of sales demand, which impacts our production volumes, the resulting per-ton cost of inventory, and ultimately profit margins, particularly during the second and third quarters when we build our inventory levels for the upcoming winter. Net earnings are typically lower during the second and third quarters than in the first and fourth quarters.

Not only does the weather affect our highway and consumer and industrial deicing salt sales volumes and resulting gross profit and cash flows, but it also impacts our inventory levels, which influences production volume, the resulting cost per ton, and ultimately our profit margins.

Plant Nutrition Segment

Highlights


•	Plant nutrition sales were $238.4 million, a decrease of 12% from 2014, primarily due to weakness in the agriculture market.


•	Plant nutrition average selling price increased by 12% from 2014.


•	Plant nutrition volumes decreased 21% from 2014 driven by weakness in the agriculture market.


•	Per-unit costs have been unfavorably impacted in 2015 by purchased KCl used to supplement the raw mineral feedstock produced through solar-evaporation at our Ogden, Utah, facility.

General

Our plant nutrition segment includes sales of specialty plant nutrition products including SOP and micronutrient and other products under our Wolf Trax product line. SOP, a specialty potassium fertilizer product which is also an ingredient in specialty fertilizer blends, is used as a potassium source for both high-value and chloride-sensitive crops and turf. The yields and quality of many high-value or chloride-sensitive crops are generally better when SOP is used as a potassium nutrient rather than KCl. Our SOP product is marketed under the brand name Protassium+. Our Wolf Trax product line is produced using proprietary and patented technologies.

Many factors influence the fertilizer market such as world grain and food supply, changes in consumer diets, general levels of economic activity, governmental food programs, and governmental agriculture and energy policies in the U.S. and around the world. Economic factors may impact the amount or type of crop grown in certain locations, or the type or amount of fertilizer product used. Worldwide consumption of potash and other crop nutrients has increased in response to growing populations and the need for additional food supplies. We expect the long-term demand for potassium and other plant nutrients to continue to grow as arable land per capita decreases, thereby necessitating crop yield efficiencies.

Our domestic sales of Protassium+ are concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients, such as SOP. Consequently, weather patterns and field conditions in these locations can impact the amount of plant nutrient sales volumes. Additionally, the demand for and market price of Protassium+ may be affected by the broader potash market and the economics of the specialty crops SOP serves.



	30



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Our SOP production facility in Ogden, Utah, the largest in North America and one of only four large-scale SOP solar brine evaporation operations in the world, utilizes naturally occurring brines in its production process. The brine moves through a series of solar evaporation ponds over a two- to three-year production cycle.

Since our production process relies on solar evaporation during the summer to produce SOP at our Ogden facility, the intensity of heat and wind speeds and the relative dryness of the weather conditions during that time impacts the amount of solar evaporation which occurs and, correspondingly, the amount of raw SOP mineral feedstock available to convert into finished product. We experienced heavy localized rainfall during the summer of 2014 which limited our deposit of raw materials and resulted in more purchased KCl and/or potassium feedstock in 2015.

In 2013, we began using KCl feedstock to supplement production. As the spread between market prices for SOP and KCl increased, the economics of producing SOP partly from KCl has improved for our unique KCl conversion process. While these KCl purchases increase our expected full-year product cost and reduce the resulting margin percentages, they also are expected to increase the amount of our gross profit. Future purchases of KCl will be based upon several factors, including but not limited to, the cost of utilizing the sourced KCl in our SOP process and SOP and KCl market prices. We currently expect to continue to supplement our pond-based SOP production as long as it is economically feasible to do so. The amount of these purchases will vary by our available pond-based feedstock and end-market demand.

Our SOP production in Saskatchewan, Canada, also purchases KCl, under a long-term supply agreement. One of the production methods uses the brine of Big Quill Lake, which is rich in sodium sulfate, and adds the purchased KCl to create high-purity SOP.

Investments


•	April 2014 - Wolf Trax Inc.


◦	We purchased Wolf Trax Inc. (renamed "Compass Manitoba") for approximately $95.5 million Canadian dollars (approximately $86.5 U.S. dollars at closing).


◦	The acquisition enhanced our position as a key resource for premium plant nutrition products based upon proprietary and patented technologies.


•	December 2015 - Produquímica


◦	The investment in Produquímica was an all-cash transaction valued at approximately R$452.4 million (approximately $114.1 million U.S. dollars at closing).


◦	The investment has been accounted for as an equity method investment in our financial statements.


◦	This is a key step in our plant nutrition growth strategy and provides an attractive entry into Brazil's specialty plant nutrition market.


◦	We expect that this investment will be accretive in its first year, net of our incremental $100 million debt financing.


◦	The agreement also includes a path to full ownership by early 2019 at the latest.


•	Ogden Facility

◦

Over the past several years, we have made investments to strengthen our solar-pond-based SOP production through upgrades to our processing plant and our solar evaporation ponds. Through these investments, we have been able to increase our annual solar harvest and extraction yield and thereby, our production capacity. Our current production capacity is 320,000 tons per year. We have identified opportunities and have begun to further expand our solar-pond-based SOP production capacity. After the completion of this additional expansion, we expect our SOP production capacity to be approximately 550,000 tons, including tons produced using KCl feedstock.

2016 Outlook


•	Assuming normal winter weather for the remainder of 2016, we expect salt segment sales volumes to surpass 2015 results.


•	The plant nutrition outlook continues to be negatively impacted by the overall weakness in the agriculture market, as well as increased imports of SOP driven largely by the current strength of the U.S. dollar.


•	Our 2016 plant nutrition selling prices will be negatively impacted in some geographies as we look to drive SOP sales volumes up to more normal levels.


•	We expect to benefit from improved plant nutrition production costs in the second half of 2016 after we sell through higher-cost KCl inventory from 2015.

•

In February 2016, we announced steps to align our inventories with market demand and we are undergoing a thorough review of our cost structure. This effort is expected to result in a restructuring charge in the first quarter of 2016 of approximately $4 million, or $0.07 per diluted share, related to a workforce reduction of 150 positions. A significant portion of this total results from our investment in continuous mining at its Goderich, Ontario location. We expect the majority of the workforce reduction to be completed by the end of 2016. We expect ongoing annualized savings of approximately $15 million beginning in 2018.



	31



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

RESULTS OF OPERATIONS

The following table presents consolidated financial information with respect to sales from our salt and plant nutrition segments for the years ended December 31, 2015, 2014 and 2013. Sales primarily include revenues from the sales of our products, or "product sales," and the impact of shipping and handling costs incurred to deliver salt and plant nutrition products to our customers.

The results of operations of the consolidated records management business and other incidental revenues include sales of $11.3 million, $9.7 million and $10.5 million for 2015, 2014 and 2013, respectively. These revenues are not material to our consolidated financial results and are not included in the following table. The following discussion should be read in conjunction with the information contained in our Consolidated Financial Statements and the Notes thereto included in this annual report on Form 10-K.



Sales	Year Ended December 31,
	2015		2014		2013
Salt Sales (in millions)
Salt sales	$	849.0	$	1,002.6	$	920.5
Less: salt shipping and handling	239.1		309.3		280.7
Salt product sales	$	609.9	$	693.3	$	639.8
Salt Sales Volumes (thousands of tons)
Highway deicing	8,854		10,694		10,944
Consumer and industrial	2,215		2,596		2,321
Total tons sold	11,069		13,290		13,265
Average Salt Sales Price (per ton)
Highway deicing	$	58.62	$	57.37	$	53.19
Consumer and industrial	148.98		149.89		145.78
Combined	76.70		75.44		69.39
Plant Nutrition Sales (in millions)
Plant nutrition sales	$	238.4	$	270.2	$	198.6
Less: plant nutrition shipping and handling	22.4		28.4		21.0
Plant nutrition product sales	$	216.0	$	241.8	$	177.6
Plant Nutrition Sales Volumes (thousands of tons)	311		396		315
Plant Nutrition Average Price (per ton)	$	765	$	682	$	630

2015 vs. 2014

Salt Product Sales: Decreased 12% or $83.4 million

» Salt sales volumes declined 2.2 million tons or 17% due to lower highway and consumer deicing sales volumes as a result of milder winter weather experienced in the fourth quarter of 2015 when compared to the same period in the prior year.

» Lower sales volumes for North American highway and consumer deicing customers contributed approximately $123 million to the decrease in salt product sales.

» The decrease in North American salt volumes was partially offset by higher U.K. sales volumes.

» Unfavorable foreign currency exchange rates contributed approximately $24 million to the decrease in salt product sales.

» An increase of 2% in highway salt deicing average selling prices and lower per-unit shipping and handling costs compared to the prior year partially offset the decline in product sales.

2014 vs. 2013

Salt Product Sales: Increased 8% or $53.5 million

» Higher sales volumes for our consumer and industrial products contributed $49 million to the increase in salt product sales.

» Salt sales volumes increased due to higher highway and consumer deicing sales volumes principally due to the more severe winter weather experienced in the first quarter of 2014 in North America when compared to the same period in the prior year.

» The increase in salt volumes was offset by lower U.K. sales volumes due to the mild winter in that region.

» An increase of 8% in salt highway deicing average selling prices, due to higher contract sales in the latter half of 2014, contributed approximately $23 million to the increase in salt product sales.

» The increase in salt product sales was offset by differences in exchange rates used to translate our operations denominated in foreign currencies into U.S. dollars of approximately $13 million and the loss of a supply contract for our consumer and industrial products.



	32



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

2015 vs. 2014

Plant Nutrition Product Sales: Decreased 11% or $25.8 million

» Plant nutrition sales volumes declined 85,000 tons or 21% and contributed approximately $49 million to the decrease in plant nutrition product sales.

» The 12% increase in plant nutrition average selling price partially offset the decrease in plant nutrition product sales by approximately $23 million.

2014 vs. 2013

Plant Nutrition Product Sales: Increased 36% or $64.2 million

» Plant nutrition sales volumes increased 81,000 tons or 26% and contributed approximately $46 million to the increase in plant nutrition product sales.

» The acquisition of our Compass Manitoba business in 2014 contributed to the increase of 8% in our average selling prices when compared to 2013.

Gross Profit

2015 vs. 2014

Gross Profit: Decreased $91.3 million or 22%

Decreased 3 percentage points from 33% to 30% as a percentage of sales

» Approximately $83 million of the decrease in gross profit was due to the gain recognized in the salt segment in 2014 from the settlement of the insurance claim related to the tornado in Goderich, Ontario, in 2011.

» Unfavorable exchange rate contributed approximately $7 million to the decrease in salt gross profit.

» Salt gross profit was unfavorably impacted by lower sales volume for highway and consumer and industrial deicing products which were offset partially by higher salt sales realized.

» Lower gross profit for the plant nutrition segment contributed approximately $15 million to the decrease in gross profit primarily due to lower sales volumes.

» Gross profit for the plant nutrition segment was unfavorably impacted by lower plant nutrition sales volumes and an increase in per-unit production costs. Per-unit production costs increased as we purchased and consumed KCl and other mineral feedstock to supplement production due to the poor 2014 evaporation season.

» The decrease in plant nutrition gross profit was partially offset by higher realized average sales prices.

2014 vs. 2013

Gross Profit: Increased $135.4 million or 47%

Increased 8 percentage points from 25% to 33% as percentage of sales

» Gross profit for the salt segment contributed approximately $113 million to the increase in gross profit which included a settlement of $82.3 million for the insurance claim related to the tornado in Goderich, Ontario, in 2011.

» Gross profit for the salt segment was also favorably impacted by higher sales volumes for consumer and industrial products, higher deicing average selling prices and lower per-unit costs in 2014 due to higher production volumes at our North American rock salt mines.

» The increase in salt gross profit was offset partially by the impact of purchased rock salt to supplement our production, higher logistics costs and the impact of exchange rates used to translate our operations denominated in foreign currencies in U.S. dollars in 2014, which unfavorably impacted salt gross profit by $9 million.

» Gross profit for the plant nutrition segment contributed approximately $26 million primarily due to higher sales volumes.

» In addition, the acquisition of our Compass Manitoba business in April 2014 increased plant nutrition gross profit.

» Increases in plant nutrition gross profit were partially offset by higher use of purchased KCl in 2014, which increased per-unit costs and the impact of gain of $9 million recognized in 2013 from the settlement of an insurance claim resulting from a loss of mineral-concentrated brine due to an asset failure at our Ogden facility in 2010.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Selling, General and Administrative ("SG&A") Expenses

2015 vs. 2014

SG&A: Decreased $1.7 million or 2%

Increased to 9.9% from 8.6% as a percentage of sales

» The decrease in expense was due to lower professional services expenses in both segments, which totaled approximately $2.8 million in comparison to the prior year.

» SG&A in 2015 was also impacted by lower incentive compensation in both segments and corporate and other, which totaled approximately $2.2 million.

» The decrease was partially offset by an increase in costs in corporate and other related to information technology and ongoing costs related to our Compass Manitoba business in our plant nutrition segment.

2014 vs. 2013

SG&A: Increased $10.0 million or 10%

Decreased to 8.6% from 8.9% as a percentage of sales

» The increase was primarily due to the acquisition and increased ongoing costs associated with the Compass Manitoba business in our plant nutrition segment which totaled $9.5 million.

» SG&A in 2014 was also affected by higher incentive compensation in both segments and corporate and other, which totaled approximately $1.8 million.

» The increases were partially offset by lower corporate salaries due to a reorganization of our management in 2013.

Interest Expense

2015 vs. 2014

Interest Expense: Increased $1.4 million to $21.5 million

» The increase was primarily due to the refinancing of our $100.0 million senior notes ("8% Senior Notes") with $250.0 million senior notes ("4.875% Senior Notes") in June 2014.

2014 vs. 2013

Interest Expense: Increased $2.2 million to $20.1 million

» The increase was primarily due to the refinancing of our $100.0 million senior notes with $250.0 million senior notes in June 2014.

Other Income, Net

2015 vs. 2014

Other Income, Net: Increased $13.7 million to $14.6 million

» Net foreign exchange gains increased from $6.6 million in 2014 to $13.9 million in 2015 and contributed to the year over year improvement.

» The increase was due in part to a $6.9 million charge relating to the refinancing of our senior notes in June 2014.

2014 vs. 2013

Other Income, Net: Decreased $5.5 million to $0.9 million

» The decrease in other income was primarily due to a charge of $6.9 million relating to the refinancing of our senior notes in June 2014.

» Net foreign exchange gains increased from $4.9 million in 2013 to $6.6 million in 2014.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Income Tax Expense

2015 vs. 2014

*Income Tax Expense: Decreased $18.6 million to $55.3 million

» Decrease primarily due to lower pre-tax income.

2014 vs. 2013

*Income Tax Expense: Increased $30.6 million to $73.9 million

» Increase primarily due to higher pre-tax income.

*Our income tax provision in both periods differs from the U.S. statutory rate primarily due to U.S. statutory depletion, domestic manufacturing deductions, state income taxes, foreign income, mining and withholding taxes and interest expense recognition differences for tax and financial reporting purposes. Our effective tax rate was 26% in 2015 and 25% in both 2014 and 2013.

Liquidity and Capital Resources

Overview

Over the last several years, we have made significant investments in order to strengthen our operational capabilities.


•	We continue to invest in our Goderich mine to increase our annual available salt production capability to 9.0 million tons as demand warrants.

•

We have invested in our Ogden facility to strengthen our solar-pond-based SOP production through upgrades to our processing plant and our solar evaporation ponds. The objectives have included modifying our existing solar evaporation ponds to increase the annual solar harvest and increasing the extraction yield and processing capacity of our SOP plant. These improvements have increased our current annual solar-pond-based SOP production capacity to 320,000 tons.


•	We have identified opportunities and have begun to further expand our solar pond-based SOP production capacity. After the completion of this additional expansion, we expect our SOP production capacity to be approximately 550,000 tons, including tons produced using KCl feedstock.

•

In 2012, we acquired the mining rights to approximately 100 million tons of salt reserves in the Chilean Atacama Desert. This reserve estimate is based upon an initial report. We will need to complete a feasibility study before we proceed with the development of this project to ensure our salt reserves are probable. The development of this project will require significant infrastructure to establish extraction and logistics capabilities. In the event that production begins, we will be required to pay the seller royalties on any tons produced. In 2015, prepaid royalty payments began and will be required until production activities begin.


•	In 2014, we completed the acquisition of Wolf Trax, Inc., a privately-held Canadian corporation (renamed "Compass Manitoba"). The acquisition enhanced our position as a key resource for premium plant nutrition products by adding innovative crop nutrient products based upon proprietary and patented technologies.

•

In December 2015, we completed the acquisition of a 35% equity stake in Produquímica, one of Brazil’s leading manufacturers and distributors of specialty plant nutrients. The all-cash transaction was valued at R$452.4 million (approximately $114.1 million U.S. dollars at closing), subject to customary post-closing adjustments. We acquired 6% of the common shares at closing and have approximately 29% of preferred shares that will be converted to common shares upon the settlement of certain post-closing adjustments, including possible additional consideration. The additional consideration will be based upon 2015 adjusted EBITDA, as defined in the agreements. Terms of the investment provide an opportunity for the Company to acquire the remainder of Produquímica by early 2019 at the latest.

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 4.875% Senior Notes or pay dividends to our stockholders. We must also comply with the terms of our indenture, which limits the amount of dividends we can pay to our stockholders. We are in compliance with our debt covenants as of December 31, 2015. See Note 10 to our Consolidated Financial Statements for a discussion of our outstanding debt.

Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements; ongoing debt service; and sustaining investment in property, plant and equipment. We have also used cash generated from operations to fund capital expenditures which strengthen our operational position, pay dividends, fund smaller acquisitions and repay our debt. We have been able to manage our cash flows generated and used across the Company to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of December 31, 2015, we had $54.4 million of cash and cash equivalents (in the consolidated balance sheets) that was either held directly or indirectly by foreign subsidiaries. Due in large part to the seasonality of our deicing salt business, we experience large changes in our working capital requirements from quarter to quarter. Typically, our consolidated working capital requirements are the highest in the fourth quarter and lowest in the



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

second quarter. When needed, we fund short-term working capital requirements by accessing our $125 million revolving line of credit ("Revolving Credit Facility"). Due to our ability to generate adequate levels of domestic cash flow on an annual basis, it is our current intention to permanently reinvest our foreign earnings outside of the U.S. However, if we were to repatriate our foreign earnings to the U.S., we may be required to accrue and pay U.S. taxes in accordance with the applicable U.S. tax rules and regulations as a result of the repatriation. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense.

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

See Note 8 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments.

As part of the Produquímica investment, the majority shareholders have a put option that may be exercised in October of 2016, 2017 or 2018 to sell the remaining equity stake in Produquímica. The funding and closing of the acquisition would occur early the following year, subject to regulatory review. We also have a call option that is exercisable in October 2018. The option exercise price is based on full-year EBITDA at a multiple of 9.4x (2016), 9.3x (2017) or 9.2x (2018). If the majority shareholders notify us of their intent to exercise, the expected closing date would be early 2017, subject to regulatory review. The majority shareholders have similar options and timing requirements to notify us of their intent to sell their equity stake in both 2017 and 2018. The Company's call option occurs in 2018. Currently, we estimate that the cost to purchase the remaining equity in Produquímica would be approximately $230 to $250 million U.S. dollars based upon their projected performance and current exchange rates. In addition, we expect to assume debt denominated in Brazilian Reals of approximately $100 million U.S. dollars; however, the ultimate amount of consideration paid for the acquisition will be dependent upon the future performance of Produquímica and the exchange rate of the Brazilian Real to U.S. dollars. To fund the acquisition, we may need to obtain new financing, use other sources, cash on hand or any combination thereof.

See Note 4 to our Consolidated Financial Statements for a discussion regarding a tornado that struck our salt mine and our salt mechanical evaporation plant in Goderich, Ontario, in August 2011.

In the fourth quarter of 2013, we recognized a gain and received cash totaling $9 million in product cost in our consolidated statements of operations and in operating activities in our consolidated statements of cash flows, respectively, from the settlement of a claim resulting from a loss of mineral-concentrated brine due to an asset failure at our solar evaporation ponds in 2010.

Principally due to the nature of our deicing business, our cash flows from operations are seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year. When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our $125 million Revolving Credit Facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.



	36



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



2015	2014	2013
Operating Activities:
» Working capital items were a use of operating cash flows of $108.5 million in 2015 compared to a source of operating cash flows of $4.5 million in the prior year. » This working capital use of $108.5 million is primarily related to the mild winter weather in the fourth quarter of 2015 and a weak agriculture market.	» Net earnings increased $87.1 million from the prior year. » This included a non-cash gain of $60.6 million (net of tax) related to the tornado insurance settlement which reduced our cash flows from operations. » Working capital items were a source of operating cash flows of $4.5 million in 2014 compared to a source of $20.4 million in the prior year.	» Net earnings increased $41.9 million from the prior year. » Working capital items were a source of operating cash flows of $20.4 million in 2013 compared to a use of operating cash flows of $36.8 million in the prior year.
Investing Activities:
» Net cash flows used by investing activities included $217.6 million of capital expenditures and an equity investment of $116.4 million.	» Net cash flows used by investing activities included $125.2 million of capital expenditures, partially offset by tornado insurance proceeds. » We also acquired Wolf Trax, Inc. for $86.5 million in 2014.	» Net cash flows used by investing activities included $122.7 million of capital expenditures, partially offset by insurance advances related to the Goderich tornado. » Capital expenditures included $15.0 million for replacement of property, plant and equipment damaged or destroyed by the tornado.
Financing Activities:
» The source of financing cash flows was primarily related to the new debt obtained to finance the investment in Produquímica of $100 million, partially offset by the payment of dividends of $89.4 million.	» The source of financing cash flows included the refinancing of our Senior Notes and proceeds received from stock option exercises of $7.5 million, partially offset by the payment of dividends of $80.7 million and debt payments of $3.9 million.	» Net cash flows used by financing activities included $73.1 million in dividend payments and $3.9 million of debt, partially offset by proceeds from stock option exercises of $10.6 million.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Capital Resources

We believe our primary sources of liquidity will continue to be cash flow from operations and borrowings under our Revolving Credit Facility. We believe that our current banking syndicate is secure and believe we will have access to our entire Revolving Credit Facility. We expect that ongoing requirements for debt service and committed or sustaining capital expenditures will primarily be funded from these sources. See Note 4 to our Consolidated Financial Statements for a discussion of cash received related to a tornado that struck our mine and evaporation plant in Goderich, Ontario, in August 2011.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and prevent us from fulfilling our debt obligations. See Item 1A., "Risk Factors – Our indebtedness could adversely affect our financial condition and impair our ability to operate our business." Furthermore, CMI is a holding company with no operations of its own and is dependent on its subsidiaries for cash flows. As discussed in Note 10 to the Consolidated Financial Statements, at December 31, 2015, we had $727.0 million of outstanding indebtedness consisting of $250.0 million 4.875% Senior Notes due 2024 and $477.0 million of borrowings outstanding under our senior secured credit agreement ("Credit Agreement"), including $4.5 million borrowed against our Revolving Credit Facility. Letters of credit totaling $5.6 million reduced available borrowing capacity under the Revolving Credit Facility to $114.9 million. In 2016, we may borrow amounts under the Revolving Credit Facility or enter into additional financing to fund our working capital requirements, potential acquisitions and capital expenditures, and for other general corporate purposes.

Our ability to make scheduled payments of principal, to pay the interest on, to refinance our indebtedness, or to fund planned capital expenditures or acquisitions will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our Revolving Credit Facility, will be adequate to meet our liquidity needs over the next 12 months.

We have various foreign and state net operating loss ("NOL") carryforwards that may be used to offset a portion of future taxable income to reduce our cash income taxes that would otherwise be payable. We cannot make any assurance that we will be able to use all of our NOL carryforwards to offset future taxable income, or that the NOL carryforwards will not become subject to additional limitations due to future ownership changes. At December 31, 2015, the Company had approximately $3.6 million of gross foreign federal NOL carryforwards that have no expiration date, $1.7 million of gross foreign federal NOL carryforwards which expire in 2033 and $0.2 million of net operating tax-effected state NOL carryforwards which expire in 2033.

We have a defined benefit pension plan for certain of our current and former U.K. employees. Beginning December 1, 2008, future benefits ceased to accrue for the remaining active employee participants in the plan concurrent with the establishment of a defined contribution plan for these employees. Generally, our cash funding policy is to make the minimum annual contributions required by applicable regulations. Although the fair value of the plan's assets are slightly in excess of the accumulated benefit obligations, we expect to be required to use cash from operations above our historical levels to fund the plan in the future.

Off-Balance Sheet Arrangements

At December 31, 2015, we had no off-balance sheet arrangements that have or are likely to have a material current or future effect on our consolidated financial statements.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Contractual Obligations

Our contractual cash obligations and commitments as of December 31, 2015, are as follows (in millions):

Payments Due by Period



Contractual Cash Obligations	Total		2016		2017		2018		2019		2020		Thereafter
Long-term Debt	$	727.0	$	4.9	$	472.1	$	—	$	—	$	—	$	250.0
Interest ^(a)	118.1		22.4		16.0		12.2		12.2		12.2		43.1
Operating Leases ^(b)	40.0		15.7		9.7		4.1		3.6		1.9		5.0
Unconditional Purchase Obligations ^(c)	190.6		57.6		35.0		33.0		32.5		32.5		—
Estimated Future Pension Benefit Obligations ^(d)	66.9		2.8		2.9		3.0		3.1		3.3		51.8
Total Contractual Cash Obligations	$	1,142.6	$	103.4	$	535.7	$	52.3	$	51.4	$	49.9	$	349.9

Other Commitments	Total		2016		2017		2018		2019		2020		Thereafter
Letters of Credit	$	5.6	$	5.6	$	—	$	—	$	—	$	—	$	—
Bank Letter Guarantees ^(e)	44.1		44.1		—		—		—		—		—
Performance Bonds ^(e)	106.7		101.4		5.3		—		—		—		—
Total Other Commitments	$	156.4	$	151.1	$	5.3	$	—	$	—	$	—	$	—

(a)

Based on maintaining existing debt balances to maturity. Interest on the Credit Agreement varies with the Eurodollar rate. The December 31, 2015, blended rate of 3.1%, including the applicable spread, was used for this calculation. The amounts in the table do not include interest payments of approximately $1 million in 2016 and approximately $4 million each year thereafter which may be required to be deposited with the taxing authorities if other collateral arrangements cannot be made as long as the dispute remains outstanding. Note 8 to Consolidated Financial Statements provides additional information related to our Canadian tax reassessments.


(b)	We lease property and equipment under non-cancelable operating leases for varying periods.

(c)

We have long-term contracts to purchase certain amounts of electricity and a minimum tonnage of salt and KCl under purchase contracts. The price of the salt is dependent on the product purchased and has been estimated based on an average of the prices in effect for the various products at December 31, 2015, and adjusted based upon estimated price increases for 2016. The price of KCl is based upon contract rates. In addition, we have minimum throughput commitments in certain depots.


(d)	Note 9 to our Consolidated Financial Statements provides additional information.


(e)	Note 12 to our Consolidated Financial Statements provides additional information.

Sensitivity Analysis Related to EBITDA and Adjusted EBITDA

Management uses a variety of measures to evaluate the performance of Compass Minerals. While the consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net earnings and cash flows generated by operating activities, management uses EBITDA and EBITDA adjusted for items which management believes are not indicative of our ongoing operating performance ("Adjusted EBITDA"). Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations due to our resource allocation, financing methods and cost of capital, and income tax positions, which are managed at a corporate level apart from the activities of the operating segments, and the operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings. We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net earnings, cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity. EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items including refinancing costs and other (income) expense. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of



	39



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation. The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).



	For the Year Ended December 31,
	2015			2014			2013
Net earnings	$	159.2		$	217.9		$	130.8
Interest expense	21.5			20.1			17.9
Income tax expense	55.3			73.9			43.3
Depreciation, depletion and amortization	78.3			78.0			73.0
EBITDA	$	314.3		$	389.9		$	265.0
Adjustments to EBITDA:
Gain from insurance settlement	$	—		$	(83.3	)	$	(9.0	)
Estimated costs of a legal ruling	—			—			4.7
Fees and premiums paid to redeem debt	—			4.0			—
Write-off of unamortized deferred financing fees and original issue discount	—			2.9			—
Other income, net	(14.6		)	(7.8		)	(6.4		)
Adjusted EBITDA	$	299.7		$	305.7		$	254.3

In connection with the refinancing of our 8% Senior Notes in 2014, the Company paid $4.0 million for call premiums and wrote-off $1.4 million of the Company’s unamortized deferred financing costs and approximately $1.5 million of original issue discount, each related to the 8% Senior Notes. In the third quarter of 2014, we settled our insurance claim relating to the damage sustained as a result of the tornado and recognized a gain of $83.3 million in our consolidated statements of operations. In the fourth quarter of 2013, we recognized a gain of $9 million from the settlement of an insurance claim resulting from a loss of mineral-concentrated brine due to an asset failure at our solar evaporation ponds in 2010 and a charge of $4.7 million for a ruling related to a labor matter in our consolidated statements of operations. EBITDA also includes other non-operating income, primarily foreign exchange gains (losses) resulting from the translation of intercompany obligations, interest income and investment income (loss) relating to our nonqualified retirement plan.

Our net earnings, EBITDA and Adjusted EBITDA are impacted by other events or transactions that we believe to be important in understanding our earnings trends such as the variability of weather. The impact of weather has not been adjusted in the amounts presented above. In 2015, our results were unfavorably impacted by mild winter weather in the markets we serve. Conversely, our 2014 and 2013 operating results were favorably impacted by the winter weather in the markets we serve.

Management’s Discussion of Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. We have identified the critical



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

accounting policies and estimates that are most important to the portrayal of our financial condition and results of operations. The policies set forth below require management’s most subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Mineral Interests – As of December 31, 2015, we maintained $127.5 million of net mineral properties as a part of property, plant and equipment. Mineral interests include probable mineral reserves. We lease mineral reserves at several of our extraction facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of revenue.

Mineral interests are primarily depleted on a units-of-production method based on third-party estimates of recoverable reserves. Our rights to extract minerals are generally contractually limited by time or lease boundaries. If we are not able to continue to extend lease agreements, as we have in the past, at commercially reasonable terms, without incurring substantial costs or incurring material modifications to the existing lease terms and conditions, if the assigned lives realized are less than those projected by management, or if the actual size, quality or recoverability of the minerals is less than the estimated probable reserves, then the rate of amortization could be increased or the value of the reserves could be reduced by a material amount.

Income Taxes – Developing our provision for income taxes and analyzing our potential tax exposure items requires significant judgment and assumptions as well as a thorough knowledge of the tax laws in various jurisdictions. These estimates and judgments occur in the calculation of certain tax liabilities and in the assessment of the likelihood that we will be able to realize our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense, carryforwards and other items. Based on all available evidence, both positive and negative, the reliability of that evidence and the extent such evidence can be objectively verified, we determine whether it is more likely than not that all, or a portion of, the deferred tax assets will be realized.

In evaluating our ability to realize our deferred tax assets, we consider the sources and timing of taxable income, our ability to carry back tax attributes to prior periods, qualifying tax planning, and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, our assumptions include the amount of pre-tax operating income according to multiple federal, international and state taxing jurisdictions, the origination of future temporary differences, and the implementation of feasible and prudent tax planning. These assumptions require significant judgment about material estimates, assumptions and uncertainties in connection with the forecasts of future taxable income, the merits in tax law. and assessments regarding previous taxing authorities’ proceedings or written rulings, and, while they are consistent with the plans and estimates we use to manage the underlying businesses, differences in our actual operating results or changes in our tax planning, tax credits or our assessment of the tax merits of our positions could affect our future assessments.

In addition, the calculation of our tax liabilities involves uncertainties in the application of complex tax regulations in multiple jurisdictions. We recognize potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. See Note 8 to our Consolidated Financial Statements for a further discussion of our income taxes.

Taxes on Foreign Earnings – Our effective tax rate reflects the impact of undistributed foreign earnings for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the U.S. Most of the amounts held outside the U.S. could be repatriated to the U.S., but would be subject to U.S. federal income taxes and foreign withholding taxes, less applicable foreign tax credits or deductions.

U.K. Pension Plan – We have a defined benefit pension plan covering some of our current and former employees in the U.K. The U.K. plan was closed to new participants in 1992. As we elected to freeze the plan, we ceased to accrue future benefits under the plan beginning December 1, 2008. We select the actuarial assumptions for our pension plan after consultation with our actuaries and consideration of market conditions. These assumptions include the discount rate and the expected long-term rates of return on plan assets, which are used in the calculation of the actuarial valuation of our defined benefit pension plans. If actual conditions or results vary from those projected by management, adjustments may be required in future periods to meet minimum pension funding or to increase pension expense or our pension liability. An adverse change of 25 basis points in our discount rate would have increased our projected benefit obligation as of December 31, 2015, by approximately $2.3 million and would decrease our net periodic pension benefit for 2016 by approximately $0.3 million. An adverse change of 25 basis points in our expected return on assets assumption as of December 31, 2015, would decrease our net periodic benefit for 2016 by approximately $0.2 million.

We set our discount rate for the U.K. plan based on a forward yield curve for a portfolio of high credit quality bonds with expected cash flows and an average duration closely matching the expected benefit payments under our plan. The assumption for the return on plan assets is determined based on expected returns applicable to each type of investment within the portfolio expected to be maintained over the next 15 to 20 years. Our funding policy has been to make the minimum annual contributions required by applicable regulations. However, we have made special payments during some years when changes in the business could



	41



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

reasonably impact the plan’s available assets, and when special early-retirement payments or other inducements are made to pensioners. Contributions totaled $1.5 million, $1.6 million and $1.9 million during the years ended December 31, 2015, 2014 and 2013, respectively. If supplemental benefits were approved and granted under the provisions of the plan, or if periodic statutory valuations cause a change in funding requirements, our contributions could increase to fund all or a portion of those benefits. See Note 9 to the Consolidated Financial Statements for additional discussion of our pension plan.

Other Significant Accounting Policies – Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above are nevertheless important to an understanding of our consolidated financial statements. Policies related to revenue recognition, allowance for doubtful accounts, valuation of inventory reserves, valuation of equity compensation instruments, derivative instruments and environmental accruals require judgments on complex matters.

Effects of Currency Fluctuations and Inflation

Our operations outside of the U.S. are conducted primarily in Canada and the U.K. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or sales transaction using a currency other than the local currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. We generated 25% of our 2015 sales in foreign currencies, and we incurred 26% of our 2015 total operating expenses in foreign currencies. Additionally, we have $616.5 million of net assets denominated in foreign currencies. In 2013, the average rate for the U.S. dollar strengthened against the Canadian dollar and the British pound sterling, which had a negative impact on sales, operating earnings and Canadian dollar-denominated reported assets. The U.S. dollar weakened slightly against the British pound sterling as of the end of 2013, which had a favorable impact on British pound sterling-denominated reported assets. In 2014 and 2015, the average rate for the U.S. dollar strengthened against the Canadian dollar and the British pound sterling, which had a negative impact on sales, operating earnings and reported assets. Significant changes in the value of the Canadian dollar or the British 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 our operations, our efforts to recover cost increases due to inflation may be hampered as a result of the competitive industries in which we operate.

Seasonality

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

Recent Accounting Pronouncements

See Note 2 to our Consolidated Financial Statements for a discussion of recent accounting pronouncements.

ITEM 7A. 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 translation risk and commodity pricing risk. Management may take actions to mitigate our exposure to these types of risks including entering into forward purchase contracts and other financial instruments. 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.

Interest Rate Risk

As of December 31, 2015, we had $477.0 million of debt outstanding under our Credit Agreement, bearing interest at variable rates. Accordingly, our earnings and cash flows will be affected by changes in interest rates to the extent the principal balance is



	42



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

unhedged. Assuming no change in the amount of term loan or Revolving Credit Facility outstanding, a 100 basis point increase in the average interest rate under these borrowings would have increased the interest expense related to our variable rate debt by approximately $4.8 million based upon our debt outstanding as of December 31, 2015. Actual results may vary due to changes in the amount of variable rate debt outstanding.

As of December 31, 2015, a significant portion of the investments in the U.K. pension plan are in bond funds. Changes in interest rates could impact the value of the investments in the pension plan.

Foreign Currency Risk

In addition to the U.S., we primarily conduct our business in Canada and the U.K. In December 2015, we completed our acquisition of a 35% equity stake in Produquímica, a Brazilian corporation. Our equity earnings in Produquímica and purchase options will be subject to foreign currency risk. Our operations are, therefore, 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 results of operations may be affected adversely as currency fluctuations affect our product prices and operating costs or those of our competitors. We may engage in hedging operations, including forward foreign currency exchange contracts, to reduce the exposure of our cash flows to fluctuations in foreign currency exchange rates. We do not engage in hedging for speculative investment purposes. Our historical results do not reflect any foreign currency exchange hedging activity. There can be no assurance that any hedging operations will eliminate or substantially reduce risks associated with fluctuating currencies. See Item 1A., "Risk Factors – Economic and other risks associated with international sales and operations could adversely affect our business, including economic loss and have a negative impact on earnings."

Considering our foreign earnings, a hypothetical 10% unfavorable change in the exchange rates compared to the U.S. dollar would have an estimated $0.9 million impact on operating earnings for the year ended December 31, 2015. Actual changes in market prices or rates will differ from hypothetical changes.

Commodity Pricing Risk: Commodity Derivative Instruments and Hedging Activities

We have a hedging policy to mitigate the impact of fluctuations in the price of natural gas. The notional amounts of volumes hedged are determined based on a combination of factors including estimated natural gas usage, current market prices and historical market prices. We enter into contractual natural gas price arrangements, which effectively fix the purchase price of our natural gas requirements up to 36 months in advance of the physical purchase of the natural gas. We may hedge up to approximately 90% of our expected natural gas usage. Because of the varying locations of our production facilities, we also enter into basis swap agreements to eliminate any further price variation due to local market differences. We have determined that these financial instruments qualify as cash flow hedges under U.S. GAAP. As of December 31, 2015, the amount of natural gas hedged with derivative contracts totaled 2.8 million MMBtus, of which 2.2 million expire within one year and 0.6 million expire in the following year.

Excluding natural gas hedged with derivative instruments, a hypothetical 10% adverse change in our natural gas prices during the year ended December 31, 2015, would have increased our cost of sales by approximately $0.4 million. Actual results will vary due to actual changes in market prices and consumption.

We are subject to increases and decreases in the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. We may engage in hedging operations, including forward contracts, to reduce our exposure to changes in our transportation cost due to changes in the cost of fuel in the future. Due to the difficulty in meeting all of the requirements for hedge accounting under current U.S. GAAP, any such cash flow hedges of transportation costs would likely be accounted for by marking the hedges to market at each reporting period. Our historical results do not reflect any direct fuel hedging activity. There can be no assurance that any hedging operations will eliminate or substantially reduce the risks associated with changes in our transportation costs. We do not engage in hedging for speculative investment purposes.



	43



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Description	Page

Reports of Independent Registered Public Accounting Firm	45

Consolidated Balance Sheets as of December 31, 2015 and 2014	47

Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015	48

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2015	49

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2015	50

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015	51

Notes to Consolidated Financial Statements	52



	44



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Compass Minerals International, Inc.

We have audited the accompanying consolidated balance sheets of Compass Minerals International, Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Compass Minerals International, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Compass Minerals International, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2016 expressed an unqualified opinion thereon.



Kansas City, Missouri	/s/ Ernst & Young LLP
February 22, 2016



	45



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Compass Minerals International, Inc.

We have audited Compass Minerals International, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). Compass Minerals International, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Compass Minerals International, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Compass Minerals International, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 of Compass Minerals International, Inc. and our report dated February 22, 2016 expressed an unqualified opinion thereon.



Kansas City, Missouri	/s/ Ernst & Young LLP
February 22, 2016



	46



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Consolidated Balance Sheets



	December 31,
(In millions, except share data)	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	58.4		$	266.8
Receivables, less allowance for doubtful accounts of $1.3 in 2015 and $1.4 in 2014	147.8			213.0
Inventories	275.3			199.0
Deferred income taxes, net	—			9.7
Other	30.8			14.2
Total current assets	512.3			702.7
Property, plant and equipment, net	800.7			700.9
Intangible assets, net	85.3			106.2
Goodwill	58.1			68.5
Investment in equity investee	116.4			—
Other	56.1			58.9
Total assets	$	1,628.9		$	1,637.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	4.9		$	3.9
Accounts payable	80.7			97.6
Accrued expenses	48.9			60.6
Accrued salaries and wages	15.2			24.4
Income taxes payable	14.8			44.4
Accrued interest	6.3			6.8
Total current liabilities	170.8			237.7
Long-term debt, net of current portion	722.1			622.5
Deferred income taxes, net	71.3			88.9
Other noncurrent liabilities	25.0			34.5
Commitments and contingencies (Note 12)
Stockholders' equity:
Common Stock:
$0.01 par value, authorized shares – 200,000,000; issued shares – 35,367,264	0.4			0.4
Additional paid-in capital	91.7			82.5
Treasury stock, at cost – 1,665,731 shares at December 31, 2015 and 1,757,997 shares at December 31, 2014	(3.2		)	(3.3		)
Retained earnings	659.1			589.5
Accumulated other comprehensive loss	(108.3		)	(15.5		)
Total stockholders' equity	639.7			653.6
Total liabilities and stockholders' equity	$	1,628.9		$	1,637.2

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



	47



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Consolidated Statements of Operations



	For the Year Ended December 31,
(In millions, except share data)	2015			2014			2013
Sales	$	1,098.7		$	1,282.5		$	1,129.6
Shipping and handling cost	261.5			337.7			301.7
Product cost (Note 4)	507.1			523.4			541.9
Gross profit	330.1			421.4			286.0
Selling, general and administrative expenses	108.7			110.4			100.4
Operating earnings	221.4			311.0			185.6
Other (income) expense:
Interest expense	21.5			20.1			17.9
Other, net	(14.6		)	(0.9		)	(6.4		)
Earnings before income taxes	214.5			291.8			174.1
Income tax expense	55.3			73.9			43.3
Net earnings	$	159.2		$	217.9		$	130.8
Basic net earnings per common share	$	4.70		$	6.45		$	3.89
Diluted net earnings per common share	$	4.69		$	6.44		$	3.88
Weighted-average common shares outstanding (in thousands):
Basic	33,677			33,557			33,403
Diluted	33,692			33,581			33,420
Cash dividends per share	$	2.64		$	2.40		$	2.18

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



	48



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Consolidated Statements of Comprehensive Income



	For the Year Ended December 31,
(In millions)	2015			2014			2013
Net earnings	$	159.2		$	217.9		$	130.8
Other comprehensive income (loss):
Unrealized gain (loss) from change in pension costs, net of tax of $(1.2), $(0.1) and $(0.2) in 2015, 2014 and 2013	5.2			0.3			0.3
Unrealized gain (loss) on cash flow hedges, net of tax of $(0.3), $1.4 and $(0.6) in 2015, 2014 and 2013	0.4			(2.3		)	1.0
Cumulative translation adjustment	(98.4		)	(48.0		)	(24.4		)
Comprehensive income	$	66.4		$	167.9		$	107.7

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



	49



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Consolidated Statements of Stockholders' Equity



(In millions)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2012	$	0.4	$	54.5		$	(4.0	)	$	395.0		$	57.6		$	503.5
Comprehensive income									130.8			(23.1		)	107.7
Dividends on common stock/equity awards									(73.3		)				(73.3		)
Shares issued for stock units			(0.1		)	0.1									—
Income tax benefits from equity awards			0.6												0.6
Stock options exercised			10.3			0.3									10.6
Stock-based compensation			5.1												5.1
Balance, December 31, 2013	$	0.4	$	70.4		$	(3.6	)	$	452.5		$	34.5		$	554.2
Comprehensive income									217.9			(50.0		)	167.9
Dividends on common stock/equity awards			0.2						(80.9		)				(80.7		)
Shares issued for stock units			(0.1		)	0.1									—
Income tax deficiencies from equity awards			(0.2		)										(0.2		)
Stock options exercised			7.3			0.2									7.5
Stock-based compensation			4.9												4.9
Balance, December 31, 2014	$	0.4	$	82.5		$	(3.3	)	$	589.5		$	(15.5	)	$	653.6
Comprehensive income									159.2			(92.8		)	66.4
Dividends on common stock/equity awards			0.2						(89.6		)				(89.4		)
Income tax benefits from equity awards			0.5												0.5
Stock options exercised			2.4			0.1									2.5
Stock-based compensation			6.1												6.1
Balance, December 31, 2015	$	0.4	$	91.7		$	(3.2	)	$	659.1		$	(108.3	)	$	639.7

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



	50



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Consolidated Statements of Cash Flows



	For the Year Ended December 31,
(In millions)	2015			2014			2013
Cash flows from operating activities:
Net earnings	$	159.2		$	217.9		$	130.8
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization	78.3			78.0			73.0
Finance fee amortization	1.2			1.2			1.2
Early extinguishment and refinancing of long-term debt	—			6.9			—
Stock-based compensation	6.1			4.9			5.1
Deferred income taxes	(0.1		)	3.6			(0.2		)
Gain from insurance settlement	—			(83.3		)	—
Other, net	4.2			0.8			1.7
Asset impairment charges, Goderich tornado	—			—			0.2
Insurance receipts for operating purposes, Goderich tornado	—			11.9			5.5
Changes in operating assets and liabilities, net of acquisition:
Receivables	59.0			(4.4		)	(71.7		)
Inventories	(90.5		)	(21.9		)	45.7
Other assets	(11.3		)	(4.7		)	1.3
Accounts payable, income taxes payable and accrued expenses	(65.7		)	35.5			45.1
Other liabilities	(2.5		)	(3.5		)	0.6
Net cash provided by operating activities	137.9			242.9			238.3
Cash flows from investing activities:
Capital expenditures	(217.6		)	(125.2		)	(122.7		)
Investment in equity method investee	(116.4		)	—			—
Insurance receipts for investment purposes, Goderich tornado	—			19.4			14.2
Acquisition of a business	—			(86.5		)	—
Other, net	(1.4		)	3.1			2.4
Net cash used in investing activities	(335.4		)	(189.2		)	(106.1		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	100.0			250.0			—
Proceeds from revolving credit facility borrowings	50.0			—			—
Principal payments on long-term debt	(3.9		)	(102.4		)	(3.9		)
Principal payments on revolving credit facility borrowings	(45.5		)	—			—
Premium and other payments to refinance debt	—			(5.5		)	—
Deferred financing costs	—			(4.1		)	(0.6		)
Dividends paid	(89.4		)	(80.7		)	(73.1		)
Proceeds received from stock option exercises	2.5			7.5			10.6
Excess tax benefits (deficiencies) from equity compensation awards	0.5			(0.2		)	0.6
Net cash provided by (used in) financing activities	14.2			64.6			(66.4		)
Effect of exchange rate changes on cash and cash equivalents	(25.1		)	(11.1		)	(6.3		)
Net change in cash and cash equivalents	(208.4		)	107.2			59.5
Cash and cash equivalents, beginning of the year	266.8			159.6			100.1
Cash and cash equivalents, end of year	$	58.4		$	266.8		$	159.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	20.5		$	13.1		$	17.4
Income taxes paid, net of refunds	$	89.4		$	36.2		$	24.7
In connection with the acquisition of Wolf Trax, Inc., the Company assumed liabilities as follows (in millions):
Fair value of assets acquired				$	99.2
Cash paid during the year ended December 31, 2014				(86.5		)
Liabilities assumed				$	12.7

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



	51



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Notes to Consolidated Financial Statements

1. ORGANIZATION AND FORMATION

Compass Minerals International, Inc., through its subsidiaries ("CMP", "Compass Minerals", or the "Company"), is a producer and marketer of essential mineral products with manufacturing sites in North America and the United Kingdom ("U.K."). Its principal products are salt, consisting of sodium chloride and magnesium chloride, and sulfate of potash ("SOP"), a specialty fertilizer the Company markets under the trade name Protassium+. Additionally, the Company sells various premium micronutrient products under its Wolf Trax brand. The Company provides highway deicing products to customers in North America and the U.K., and plant nutrients to growers and fertilizer distributors worldwide. The Company also produces and markets consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other mineral-based products for consumer, agricultural and industrial applications. Compass Minerals also provides records management services to businesses located in the U.K.

Compass Minerals International, Inc. is a holding company with no operations other than those of its wholly owned subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Management Estimates:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") as included in the Accounting Standards Codification requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

b. Basis of Consolidation:

The Company’s consolidated financial statements include the accounts of Compass Minerals International, Inc. and its wholly owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

c. Foreign Currency:

Assets and liabilities are translated into U.S. dollars at end of period exchange rates. Revenues and expenses are translated using the monthly average rates of exchange during the year. Adjustments resulting from the translation of foreign-currency financial statements into the reporting currency, U.S. dollars, are included in accumulated other comprehensive income (loss). The Company recorded foreign exchange losses of approximately $(33.7) million , $(18.4) million and $(15.0) million in 2015 , 2014 and 2013 , respectively, in accumulated other comprehensive income (loss) related to intercompany notes which were deemed to be of long-term investment nature. Aggregate exchange gains (losses) from transactions denominated in a currency other than the functional currency, which are included in other income, for the years ended December 31, 2015 , 2014 and 2013 , were $13.9 million , $6.6 million and $4.9 million , respectively.

d. Revenue Recognition:

The Company typically recognizes revenue at the time of shipment to the customer, which coincides with the transfer of title and risk of ownership to the customer. Sales represent billings to customers net of sales taxes charged for the sale of the product. Sales include amounts charged to customers for shipping and handling costs, which are expensed when the related product is sold.

e. Cash and Cash Equivalents:

The Company considers all investments with original maturities of three months or less to be cash equivalents. The Company maintains the majority of its cash in bank deposit accounts with several commercial banks with high credit ratings in the U.S., Canada and Europe. Typically, the Company has bank deposits in excess of federally insured limits. Currently, the Company does not believe it is exposed to significant credit risk on its cash and cash equivalents.

f. Accounts Receivable and Allowance for Doubtful Accounts:

Receivables consist almost entirely of trade accounts receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company determines the allowance based on historical write-off experience by business line and a current assessment of its portfolio. The Company reviews its past due account balances for collectability and adjusts its allowance for doubtful accounts accordingly. Account balances are charged off against the allowance when the Company believes it is probable that the receivable will not be recovered.



	52



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

g. Inventories:

Inventories are stated at the lower of cost or market. Finished goods and raw material and supply costs are valued using the average cost method. Raw materials and supplies primarily consist of raw materials purchased to aid in the production of mineral products, maintenance materials and packaging materials. Finished goods are primarily comprised of salt, magnesium chloride and plant nutrition products readily available for sale. Substantially all costs associated with the production of finished goods at the Company’s producing locations are captured as inventory costs. As required by U.S. GAAP, a portion of the fixed costs at a location are not included in inventory and are expensed as a product cost if production at that location is determined to be abnormally low in any period. Additionally, since the Company’s products are often stored at third-party warehousing locations, the Company includes in the cost of inventory the freight and handling costs necessary to move the product to storage until the product is sold to a customer.

h. Other Current Assets:

In the fourth quarter of 2015, the Company began marketing assets it held which were used for farming. The Company intends to sell these assets in 2016. The Company has performed an impairment analysis and concluded that the fair market value of these assets exceeds their carrying value. These assets have been recorded at the lower of cost or market less selling costs in other current assets as of December 31, 2015. The amounts classified as held for sale include inventory of approximately $2.7 million , property, plant and equipment of approximately $2.8 million and water rights of approximately $5.2 million . The remaining amounts as of December 31, 2015, and the amounts recorded as of December 31, 2014, consist principally of prepaid expenses.

i. Property, Plant and Equipment:

Property, plant and equipment is stated at cost and includes capitalized interest. The costs of replacements or renewals, which improve or extend the life of existing property, are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or disposition of an asset, any resulting gain or loss is included in the Company’s operating results.

Property, plant and equipment also includes mineral interests. The mineral interests for the Company’s Winsford U.K. mine are owned. The Company leases probable mineral reserves at its Cote Blanche and Goderich mines, its Ogden facility and several of its other facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of revenue. The Company’s rights to extract minerals are contractually limited by time. The Cote Blanche mine is operated under land and mineral leases. The mineral lease for the Cote Blanche mine expires in 2060 with two additional 25 -year renewal periods. The Goderich mine mineral reserve lease expires in 2022 with our option to renew until 2043 after demonstrating to the lessor that the mine’s useful life is greater than the lease’s term. The Ogden facility mineral reserve lease renews annually. The Company believes it will be able to continue to extend lease agreements as it has in the past, at commercially reasonable terms, without incurring substantial costs or material modifications to the existing lease terms and conditions, and therefore, management believes that assigned lives are appropriate. The Company’s leased mineral interests are primarily depleted on a units-of-production basis over the respective estimated lives of mineral deposits not to exceed 99 years. The weighted average amortization period for these probable mineral reserves is 81 years as of December 31, 2015 . The Company also owns other mineral properties. The weighted average life for these probable owned mineral reserves is 42 years as of December 31, 2015 based upon current annual capacities.

Buildings and structures are depreciated on a straight line basis over lives generally ranging from 10 to 30 years. Portable buildings generally have shorter lives than permanent structures. Leasehold and building improvements typically have shorter estimated lives of 5 to 20 years or lower based on the life of the lease to which the improvement relates.

The Company’s other fixed assets are amortized on a straight-line basis over their respective lives. The following table summarizes the estimated useful lives of the Company’s different classes of property, plant and equipment:



	Years
Land improvements	10 to 25
Buildings and structures	10 to 30
Leasehold and building improvements	5 to 40
Machinery and equipment – vehicles	3 to 10
Machinery and equipment – other mining and production	3 to 50
Office furniture and equipment	3 to 10
Mineral interests	20 to 99

The Company has capitalized computer software costs of $28.0 million and $16.9 million as of December 31, 2015 and 2014 , respectively, recorded in property, plant and equipment. The capitalized costs are being amortized over 5 years. The Company recorded $2.2 million , $1.6 million and $1.3 million of amortization expense for 2015 , 2014 and 2013 , respectively.



	53



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The Company recognizes and measures obligations related to the retirement of tangible long-lived assets in accordance with applicable U.S. GAAP. Asset retirement obligations are not material to the Company’s financial position, results of operations or cash flows.

The Company reviews its long-lived assets and the related mineral reserves for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. If an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

j. Goodwill and Intangible Assets:

The Company amortizes its intangible assets deemed to have finite lives on a straight-line basis over their estimated useful lives which, for Compass Minerals, range from 5 to 50 years. The Company reviews goodwill and other indefinite-lived intangible assets annually for impairment. In addition, goodwill and other intangible assets are reviewed when an event or change in circumstances indicates the carrying amounts of such assets may not be recoverable.

During the fourth quarter of 2015, the Company voluntarily changed the date of its annual goodwill and indefinite-lived intangible assets impairment testing from December 1, to the first day of the fourth quarter, October 1. This voluntary change is preferable under the circumstances as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of its year-end reporting and results in better alignment with the Company’s strategic forecasting and budgeting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.

k. Investment

Our investment in a Brazilian manufacturer and distributor of specialty plant nutrients (see Note 3) is accounted for using the equity method, as our ownership interest is 50% or less and allows us to exercise significant influence over the operating and financial policies of the investee. In accordance with the equity method, our original investment was recorded at cost (including certain capitalized transaction costs) and will be adjusted by our share of the investee’s undistributed earnings and losses.

l. Other Noncurrent Assets:

Other noncurrent assets include deferred financing costs of $8.5 million as of December 31, 2015 and 2014 with accumulated amortization of $3.9 million and $2.7 million as of December 31, 2015 and 2014 , respectively. In connection with the debt refinancing in June 2014, the Company incurred approximately $8.1 million of costs, including $4.1 million of fees that were capitalized as deferred financing costs related to the $250.0 million senior notes (" 4.875% Senior Notes") and $4.0 million in call premiums. The $4.0 million paid for call premiums along with the write-off of $1.4 million of the Company’s unamortized deferred financing costs and approximately $1.5 million of original issue discount, each related to the $100.0 million senior notes (" 8% Senior Notes"), were recorded in other expense in the consolidated statements of operations for 2014 . In December 2013, the Company amended and extended to August 2017 (previously October 2015) its existing revolving credit facility. In connection with this transaction, the Company paid and capitalized approximately $0.6 million of deferred financing costs. Deferred financing costs are being amortized to interest expense over the terms of the debt to which the costs relate.

Certain inventories of spare parts and related inventory, net of reserve, of approximately $11.0 million and $13.7 million at December 31, 2015 and 2014 , respectively, which will be utilized with respect to long-lived assets, have been classified in the consolidated balance sheets as other noncurrent assets.

The Company sponsors a non-qualified defined contribution plan for certain of its executive officers and key employees as described in Note 9. As of December 31, 2015 and 2014 , investments in marketable securities representing amounts deferred by employees, Company contributions and unrealized gains or losses totaling $1.6 million and $1.9 million , respectively, were included in other noncurrent assets in the consolidated balance sheets. The marketable securities are classified as trading securities and accordingly, gains and losses are recorded as a component of other (income) expense, net in the consolidated statements of operations.

m. Income Taxes:

The Company accounts for income taxes using the liability method in accordance with the provisions of U.S. GAAP. Under the liability method, deferred taxes are determined based on the differences between the financial statement and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company’s foreign subsidiaries file separate company returns in their respective jurisdictions.



	54



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The Company recognizes potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Any penalties and interest that are accrued on the Company’s uncertain tax positions are included as a component of income tax expense.

In evaluating the Company’s ability to realize deferred tax assets, the Company considers the sources and timing of taxable income, including the reversal of existing temporary differences, the ability to carryback tax attributes to prior periods, qualifying tax-planning strategies, and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, the Company’s assumptions include the amount of pre-tax operating income according to different state, federal and international taxing jurisdictions, the origination of future temporary differences, and the implementation of feasible and prudent tax-planning strategies.

If the Company determines that a portion of its deferred tax assets will not be realized, a valuation allowance is recorded in the period that such determination is made. In the future, if the Company determines, based on the existence of sufficient evidence, that more or less of the deferred tax assets are more likely than not to be realized, an adjustment to the valuation allowance will be made in the period such a determination is made.

n. Environmental Costs:

Environmental costs, other than those of a capital nature, are accrued at the time the exposure becomes known and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. The Company’s environmental accrual was $1.4 million and $1.5 million at December 31, 2015 and 2014 , respectively.

o. Equity Compensation Plans:

The Company has equity compensation plans under the oversight of the board of directors of Compass Minerals, whereby stock options, restricted stock units, deferred stock units and performance stock units are granted to employees or directors of the Company. See Note 13 for additional discussion.

p. Earnings per Share:

The Company’s participating securities are accounted for in accordance with guidance related to the computation of earnings per share under the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities based upon their rights to receive dividends. Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. The treasury stock method is calculated assuming unrecognized compensation expense, income tax benefits and proceeds from the potential exercise of employee stock options are used to repurchase common stock.

q. Derivatives:

The Company is exposed to the impact of fluctuations in the purchase price of natural gas consumed in operations. The Company hedges portions of its risk of changes in natural gas prices through the use of derivative agreements. The Company accounts for derivative financial instruments in accordance with applicable U.S. GAAP, which requires companies to record derivative financial instruments as assets or liabilities measured at fair value. Accounting for the changes in the fair value of a derivative depends on its designation and effectiveness. 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. For 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 in the statements of operations. 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 treatment initially and on an ongoing basis. The Company does not engage in trading activities with its financial instruments.

r. Concentration of Credit Risk:

The Company sells its salt and magnesium chloride products to various governmental agencies, manufacturers, distributors and retailers primarily in the Midwestern U.S., and throughout Canada and the U.K. The Company’s plant nutrition products are sold across North America and internationally. No single customer or group of affiliated customers accounted for more than 10% of the Company’s sales in any year during the three year period ended December 31, 2015 , or more than 10% of accounts receivable at December 31, 2015 or 2014 .



	55



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

s. Recent Accounting Pronouncements:

In November 2015, the Financial Accounting Standards Board ("FASB") issued guidance which simplifies the presentation of deferred income taxes by eliminating the requirement that an entity separate deferred income tax assets and liabilities into current and noncurrent in a classified statement of financial position. Under this guidance, deferred tax assets and liabilities are required to be classified as noncurrent. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has elected to prospectively adopt the accounting standard as of the beginning of the Company's fourth quarter of 2015. Prior periods in our Consolidated Financial Statements were not retrospectively adjusted.

In July 2015, the FASB issued guidance that requires entities to measure inventory within the scope of the standard at the lower of cost or net realizable value. "Net realizable value" is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In April 2015, the FASB issued guidance about whether fees paid by customers in cloud computing arrangements include a software license. If a cloud computing arrangement includes a software license, a customer should account for the software license element in a manner consistent with previously issued guidance for software licenses. If the arrangement does not include a software license, a customer should account for the arrangement as a service contract. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. An entity can adopt the guidance prospectively or retrospectively and early adoption is permitted. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In April 2015, the FASB issued guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability rather than an asset. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. This new guidance is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. The Company will adopt this guidance in the first quarter of 2016. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued guidance which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide disclosure in the footnotes under certain circumstances. This guidance is effective for fiscal years ending after December 15, 2016 with early adoption permitted. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. The new revenue recognition model supersedes existing revenue recognition guidance and requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. This guidance is effective for fiscal years and interim periods with those years beginning after December 15, 2017 and early adoption is not permitted. The guidance permits the use of either a full or modified retrospective or cumulative effect transition method. The Company is currently evaluating the impact that the implementation of this standard will have on its consolidated financial statements.

3. EQUITY INVESTMENT

In December 2015, the Company entered into a subscription agreement with Produquímica Indústria e Comércio S.A., a Brazilian corporation ("Produquímica"), and a sale and purchase agreement with certain of the current shareholders of Produquímica. Pursuant to these agreements, the Company acquired, in the aggregate, 35% of the issued and outstanding capital stock of Produquímica for an aggregate purchase price of R$ 452.4 million , or approximately $114.1 million U.S. dollars at closing. The Company acquired 6% of the common shares at closing and has approximately 29% of preferred shares that will be converted to common shares upon the settlement of certain post-closing adjustments, including possible additional consideration from the Company. The additional consideration will be based upon Produquímica's 2015 adjusted earnings before interest taxes, depreciation and amortization (adjusted "EBITDA"), as defined in the agreements.

The Subscription Agreement also contains a put right, allowing the current shareholders to notify the Company of their intent to sell the remainder of their interests in Produquímica to the Company during October of 2016, 2017 and 2018, and a call right, allowing the Company to purchase the remainder of the current shareholders’ interests in Produquímica in October 2018, in each case at the price and on other terms and conditions set forth in the subscription agreement. The exercise price of either the put or call will be based on the adjusted EBITDA for the fiscal year in which the option is exercised and is expected to close after the applicable fiscal year end, subject to regulatory approval.

In connection with this transaction, the Company entered into a new U.S. dollar-denominated $100.0 million Term Loan E (the "Term Loan E") with certain existing lenders to fund the acquisition of the 35% equity stake in Produquímica. The Company has recorded a long-term asset for its investment in its consolidated balance sheet of approximately $116.4 million, including the transaction costs of approximately $2.3 million that were directly related to the investment.



	56



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

4. GODERICH TORNADO

In August 2011, a tornado struck the Company’s salt mine and its salt mechanical evaporation plant, both located in Goderich, Ontario. There was no damage to the underground operations at the mine. However, some of the mine’s surface structures and the evaporation plant incurred significant damage which temporarily ceased production at both facilities. Both facilities resumed normal production and shipping activities in 2012.

The Company recorded impairment of its property, plant and equipment and clean-up and restoration costs during 2011 through 2013 related to the impacted areas at both of the Goderich facilities. There were no material expenses or charges related to the tornado in 2014. In the third quarter of 2014 , the Company settled its insurance claim related to the tornado. The settlement included a substantial amount related to business interruption losses. Cumulatively, the Company received $114.9 million in cash from 2011 to 2014. In connection with the settlement, the Company released its deferred revenue balance of $83.3 million and recorded a gain of $82.3 million as a reduction to product cost and approximately $1.0 million as a reduction to selling, general and administrative expenses in its consolidated statements of operations for the third quarter of 2014 .

5. INVENTORIES

Inventories consist of the following at December 31 (in millions):



	2015		2014
Finished goods	$	223.1	$	148.5
Raw materials and supplies	52.2		50.5
Total inventories	$	275.3	$	199.0

6. PROPERTY PLANT AND EQUIPMENT

Property, plant and equipment consists of the following at December 31 (in millions):



	2015			2014
Land, buildings and structures and leasehold improvements	$	347.3		$	352.2
Machinery and equipment	701.5			669.1
Office furniture and equipment	25.4			17.5
Mineral interests	169.6			179.6
Construction in progress	191.5			108.9
	1,435.3			1,327.3
Less accumulated depreciation and depletion	(634.6		)	(626.4		)
Property, plant and equipment, net	$	800.7		$	700.9

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The asset value and accumulated amortization as of December 31, 2015 and December 31, 2014 for the finite-lived intangibles assets are as follows (in millions):



	Supply Agreement			SOP Production Rights			Customer/ Distributor Relationships			Lease Rights			Patents			Other			Total
December 31, 2015
Gross intangible asset	$	26.1		$	24.3		$	7.0		$	1.6		$	14.9		$	3.9		$	77.8
Accumulated amortization	(2.6		)	(11.7		)	(2.5		)	(0.2		)	(2.3		)	(1.2		)	(20.5		)
Net intangible assets	$	23.5		$	12.6		$	4.5		$	1.4		$	12.6		$	2.7		$	57.3



	57



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



	Supply Agreement			SOP Production Rights			Customer Relationships			Lease Rights			Patents			Other			Total
December 31, 2014
Gross intangible asset	$	31.3		$	24.3		$	8.1		$	1.9		$	17.9		$	4.6		$	88.1
Accumulated amortization	(2.5		)	(10.8		)	(2.0		)	(0.2		)	(1.2		)	(0.6		)	(17.3		)
Net intangible assets	$	28.8		$	13.5		$	6.1		$	1.7		$	16.7		$	4.0		$	70.8

The estimated lives of the Company’s intangible assets are as follows:



Intangible asset	Estimated Lives
Supply agreement	50 years
SOP production rights	25 years
Patents	10-20 years
Developed technology	5 years
Lease rights	25 years
Customer and distributor relationships	10 years
Trademarks	10 years
Noncompete agreements	5 years
Trade names	Indefinite
Water rights	Indefinite

None of the finite-lived intangible assets have a residual value. Aggregate amortization expense was $4.4 million in 2015 , $4.3 million in 2014 and $2.0 million in 2013 and is projected to be between $3.5 million and $4.1 million per year over the next five years. The weighted average life for the Company’s finite-lived intangibles is 29 years.

In addition, the Company has water rights of $17.7 million and $22.9 million as of December 31, 2015 , and December 31, 2014 , respectively, and trade names of $10.3 million and $12.4 million as of December 31, 2015 , and December 31, 2014 , respectively, which have indefinite lives. In the fourth quarter of 2015, the Company reclassified water rights of $5.2 million as assets held for sale (see Note 2 for more detail).

The Company has goodwill of $58.1 million and $68.5 million as of December 31, 2015 , and December 31, 2014 , in its consolidated balance sheets. Approximately $51.7 million and $62.0 million of the amounts recorded for goodwill as of December 31, 2015 , and December 31, 2014 , respectively, were recorded in the Company’s plant nutrition segment and the remaining amounts in both periods were immaterial and recorded in its corporate and other and salt segment. The decrease in the balance of goodwill from December 31, 2014 , was due to the impact from translating foreign denominated amounts to U.S. dollars.

8. INCOME TAXES

The Company files U.S., Brazilian, Canadian and U.K. tax returns at the federal and local taxing jurisdictional levels. The Company’s U.S. federal tax returns for tax years 2012 forward remain open and subject to examination. Generally, the Company’s state, local and foreign tax returns for years as early as 2003 forward remain open and subject to examination, depending on the jurisdiction.



	58



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The following table summarizes the Company’s income tax provision (benefit) related to earnings for the years ended December 31 (in millions):



	2015			2014			2013
Current:
Federal	$	31.7		$	37.4		$	23.2
State	7.3			9.5			5.7
Foreign	16.4			23.4			14.6
Total current	55.4			70.3			43.5
Deferred:
Federal	(0.2		)	(3.6		)	(2.5		)
State	—			(0.9		)	(0.6		)
Foreign	0.1			8.1			2.9
Total deferred	(0.1		)	3.6			(0.2		)
Total provision for income taxes	$	55.3		$	73.9		$	43.3

The following table summarizes components of earnings before taxes and shows the tax effects of significant adjustments from the expected tax expense computed at the federal statutory rate for the years ended December 31 (in millions):



	2015			2014			2013
Domestic income	$	170.6		$	184.3		$	112.3
Foreign income	43.9			107.5			61.8
Earnings before income taxes	214.5			291.8			174.1
Computed tax at the U.S. federal statutory rate of 35%	75.1			102.1			60.9
Foreign income rate differential, mining, and withholding taxes, net of U.S. federal deduction	(1.2		)	(9.3		)	(2.6		)
Percentage depletion in excess of basis	(11.2		)	(11.8		)	(9.0		)
Other domestic tax reserves, net of reversals	(4.5		)	(3.9		)	(0.9		)
Domestic manufacturers deduction	(2.4		)	(2.5		)	(1.3		)
State income taxes, net of federal income tax benefit	5.1			5.5			3.4
Interest expense recognition differences	(6.1		)	(7.1		)	(7.0		)
Other, net	0.5			0.9			(0.2		)
Provision for income taxes	$	55.3		$	73.9		$	43.3
Effective tax rate	26		%	25		%	25		%



	59



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Under U.S. GAAP, deferred tax assets and liabilities are recognized for the estimated future tax effects, based on enacted tax law, of temporary differences between the values of assets and liabilities recorded for financial reporting and tax purposes, and of net operating losses and other carryforwards. The significant components of the Company’s deferred tax assets and liabilities were as follows at December 31 (in millions):



	2015			2014
Current deferred tax assets ^(a) :
Accrued expenses	$	—		$	3.5
Other, net	—			6.2
Current deferred tax assets	—			9.7
Current deferred tax liabilities ^(a) :
Other, net	—			0.4
Current deferred tax liabilities	—			0.4
Noncurrent deferred taxes:
Property, plant and equipment	73.0			77.6
Intangible asset	13.9			17.7
Other, net	3.3			2.7
Total noncurrent deferred tax liabilities	90.2			98.0
Deferred tax assets:
Net operating loss carryforwards	2.6			0.8
Stock-based compensation	4.7			3.7
Other, net	12.5			5.6
Subtotal	19.8			10.1
Valuation allowance	(0.9		)	(1.0		)
Total noncurrent deferred tax assets	18.9			9.1
Net noncurrent deferred tax liabilities	$	71.3		$	88.9


(a)	The Company elected to prospectively adopt guidance from the FASB which requires deferred tax assets and liabilities to be presented as noncurrent in its consolidated balance sheets. This guidance was elected prospectively and the prior period was not retrospectively adjusted (see Recent Accounting Pronouncements in Note 2).

At December 31, 2015 , the Company had approximately $3.6 million of gross foreign federal net operating loss ("NOL") carryforwards that have no expiration date, $1.7 million of gross foreign federal NOL carryforwards which expire in 2033 and $0.2 million of net operating tax-effected state NOL carryforwards which expire in 2033 .

The Company has recorded a valuation allowance for a portion of its deferred tax asset relating to various tax attributes that it does not believe are, more likely than not to be realized. As of December 31, 2015 and 2014 , the Company’s valuation allowance was $0.9 million and $1.0 million , respectively. In the future, if the Company determines, based on existence of sufficient evidence, that it should realize more or less of its deferred tax assets, an adjustment to the valuation allowance will be made in the period such a determination is made.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple jurisdictions. The Company recognizes potential liabilities for unrecognized tax benefits in the U.S. and other tax jurisdictions in accordance with applicable U.S. GAAP, which requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement of the matter. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense may result.

The Company’s uncertain tax positions primarily relate to transactions and deductions involving U.S. and Canadian operations. If favorably resolved, $9.3 million of unrecognized tax benefits would decrease the Company’s effective tax rate. Management believes that it is reasonably possible that unrecognized tax benefits will decrease by approximately $0.8 million in the next twelve months largely as a result of tax returns being closed to future audits. In the fourth quarter of 2015 , the Company’s income tax expense included a benefit of approximately $2.7 million related to the release of uncertain tax positions due to the expiration of the statutes of limitations.



	60



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions):



	2015			2014			2013
Unrecognized tax benefits:
Balance at January 1	$	21.8		$	24.6		$	25.3
Additions resulting from current year tax positions	1.6			1.0			1.0
Additions relating to tax positions taken in prior years	0.8			1.1			—
Reductions due to cash payments	(0.8		)	(0.3		)	(0.8		)
Reductions relating to tax positions taken in prior years	(2.4		)	(1.2		)	(0.9		)
Reductions due to expiration of tax years	(2.7		)	(3.4		)	—
Balance at December 31	$	18.3		$	21.8		$	24.6

The Company accrues interest and penalties related to its uncertain tax positions within its tax provision. During the years ended December 31, 2015 , 2014 and 2013 , the Company accrued interest and penalties, net of reversals, of $0.2 million , $0.6 million and $0.4 million , respectively. As of December 31, 2015 and 2014 , accrued interest and penalties included in the consolidated balance sheets totaled $4.2 million and $4.1 million , respectively.

The Company does not provide U.S. federal income taxes on undistributed earnings of foreign companies that are not currently taxable in the U.S. No undistributed earnings of foreign companies were subject to U.S. income tax in the years ended December 31, 2015 , 2014 and 2013. Total undistributed earnings on which no U.S. federal income tax has been provided were $401.0 million at December 31, 2015 . It is not practicable to estimate the amount of tax that might be payable if some or all of such earnings were to be repatriated, and the amount of foreign tax credits would be available to reduce the resulting U.S. income tax liability. As of December 31, 2015 , the Company had $54.4 million of cash and cash equivalents (in the consolidated balance sheets) that were either held directly or indirectly by foreign subsidiaries.

Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for years 2002 - 2010 . The reassessments are a result of ongoing audits and total approximately $77.7 million , including interest through December 31, 2015 . The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company has posted collateral in the form of a $49.2 million performance bond. The Company has paid approximately $27.3 million , most of which is recorded in other assets in the consolidated balance sheets, with the remaining balance to be paid after 2015 .

In addition, Canadian federal and provincial taxing authorities have reassessed the Company for years 2004 - 2006 , which have been previously settled by agreement among the Company, the Canadian federal taxing authority and the U.S. federal taxing authority. The Company has fully complied with the agreement since entering into it and it believes this action is highly unusual. The Company is seeking to enforce the agreement which provided the basis upon which the returns were previously filed and settled. The total amount of the reassessments, including penalties and interest through December 31, 2015 , related to this matter totals approximately $87.1 million . The Company has posted collateral in the form of an approximately $19.3 million performance bond and $34.7 million in the form of a bank letter guarantee, which is necessary to proceed with future appeals or litigation.

The Company received Canadian income tax reassessments for years 2007 - 2008 . The total amount of the reassessments, including penalties and interest through December 31, 2015 , related to this matter is approximately $30.8 million . The Company does not agree with these adjustments and is receiving assistance from the tax jurisdictions for relief from the impact of double taxation as available in the tax treaty between the U.S. and Canada. The Company has filed protective Notices of Objection and has agreed to post collateral of an approximately $8.6 million performance bond and $9.4 million in the form of a bank letter guarantee which is necessary to proceed with future appeals or litigation. Although the outcome of examinations by taxing authorities is uncertain, the Company believes it has adequately reserved for this matter.

The Company will be required by the same local regulations to provide security for additional interest on the above disputed amounts and for any future reassessments issued by these Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the dispute is resolved.

The Company expects that the ultimate outcome of these matters will not have a material impact on its results of operations or financial condition. However, the Company can provide no assurance as to the ultimate outcome of these matters and the impact could be material if they are not resolved in the Company’s favor. As of December 31, 2015 , the amount reserved related to these reassessments was immaterial to the Company’s consolidated financial statements.

Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

9. PENSION PLANS AND OTHER BENEFITS

The Company has a defined benefit pension plan for certain of its U.K. employees. Benefits of this plan are based on a combination of years of service and compensation levels. This plan was closed to new participants in 1992 . Beginning December 1, 2008 , future benefits ceased to accrue for the remaining active employee participants in the plan concurrent with the establishment of a defined contribution plan for these employees.

The Company’s U.K. pension fund investment strategy is to maximize return on investments while minimizing risk. This is accomplished by investing in high-grade equity and debt securities. The Company’s portfolio guidelines recommend that equity securities comprise approximately 75% of the total portfolio and that approximately 25% be invested in debt securities. In 2014 and 2015 , the Company’s portfolio shifted to a smaller proportion of equity funds due to the increased volatility of these funds over the last several years and it is researching strategies that will reduce volatility, while also maximizing returns. Investment strategies and portfolio allocations are based on the plan’s benefit obligations and its funded or underfunded status, expected returns, and the Company’s portfolio guidelines and are monitored on a regular basis. The weighted-average asset allocations by asset category are as follows:



	Plan Assets at December 31,
Asset Category	2015		2014
Cash and cash equivalents	1	%	1	%
Equity funds	—	%	53	%
Blended funds	32	%	—	%
Bond funds	45	%	46	%
Insurance policy	22	%	—	%
Total	100	%	100	%

The fair value of the Company’s pension plan assets at December 31, 2015 , and 2014 by asset category (see Note 14 for a discussion regarding fair value measurements) are as follows (in millions):



	Market Value at December 31, 2015		Level One		Level Two		Level Three
Asset category:
Cash and cash equivalents ^(a)	$	0.9	$	0.9	$	—	$	—
Equity funds	—		—		—		—
Blended funds ^(b)	21.1		—		21.1		—
Bond funds ^(c) :
Treasuries	30.3		—		30.3		—
Insurance policy ^(d)	14.6		—		—		14.6
Total Pension Assets	$	66.9	$	0.9	$	51.4	$	14.6


(a)	The fair value of cash and cash equivalents is its carrying value.


(b)	The Company is invested in a diversified growth fund. The diversified growth fund is valued at the last traded or official close for the underlying equities and bid or mid for the underlying fixed income securities depending on the portfolio benchmark. Where representative prices are unavailable, underlying fixed income investments are valued based on other observable market-based inputs.


(c)	This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. All of the Company’s bond fund pension assets are invested in U.K.-linked treasuries as of December 31, 2015 .

(d)

The insurance policy has been written by an insurance company with an A+ rating from Standard and Poors. The policy derives its value primarily from its underlying investments which consists of separate funds also managed by the underwriter. The policy’s holdings consist primarily of a unit trust fund, which is valued based on its underlying holdings of equities, fixed income securities, cash, and derivative instruments. Those underlying investments are valued at bid price on the last business day of the period when available. Other investments use the last available authorized price of the last business day of the period. Unquoted investments are valued based upon the fund manager’s opinion of fair value based primarily on other observable market-based inputs. Open positions in derivative contracts or foreign currency transactions are included at their mark to market value. Money market instruments are valued based upon amortized cost. Term deposits are valued at their nominal value.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



	Market Value at December 31, 2014		Level One		Level Two		Level Three
Asset category:
Cash and cash equivalents ^(a)	$	1.0	$	1.0	$	—	$	—
Equity funds	37.0		—		37.0		—
Bond funds ^(b) :
Treasuries	32.3		—		32.3		—
Total Pension Assets	$	70.3	$	1.0	$	69.3	$	—


(a)	The fair value of cash and cash equivalents is its carrying value.


(b)	This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. All of the Company’s bond fund pension assets are invested in U.K.-linked treasuries as of December 31, 2014 .

The changes in Level 3 pension plan assets for the year ended December 31, 2015 were as follows (in millions):



Year Ended December 31, 2015	Value of Insurance Policy
Beginning balance as of January 1, 2015	$	—
Purchase	15.4
Unrealized loss	(0.1		)
Currency fluctuation adjustment	(0.7		)
Ending balance as of December 31, 2015	$	14.6

As of December 31, 2015 , and 2014 , amounts recognized in accumulated other comprehensive income, net of tax, consisted of actuarial net losses of $3.8 million (including $5.6 million of accumulated loss less prior service cost of $1.8 million ) and $8.9 million (including $10.9 million of accumulated loss less prior service cost of $2.0 million ), respectively. During 2015 , the amounts recognized in accumulated other comprehensive income (loss), net of tax, consisted of actuarial net gains of $3.7 million , amortization of loss of $1.2 million , amortization of prior service cost of $(0.1) million and foreign exchange of $0.4 million . During 2014 , the amounts recognized in accumulated other comprehensive income (loss), net of tax, consisted of actuarial net losses of $(1.6) million , amortization of loss of $1.4 million , amortization of prior service cost of $(0.1) million and foreign exchange of $0.6 million . During 2013 , the amounts recognized in accumulated other comprehensive income (loss), net of tax, consisted of actuarial net losses of $(0.8) million , amortization of loss of $1.5 million , amortization of prior service cost of $(0.1) million and foreign exchange of $(0.2) million . The Company expects to recognize approximately $0.3 million ( $0.4 million of amortization of loss less $0.1 million of prior service cost) of losses from accumulated other comprehensive income as a component of net periodic benefit cost in 2016 . Total net periodic benefit cost (benefit) in 2016 is expected to be $(0.2) million .

The assumptions used in determining pension information for the plans for the years ended December 31 were as follows:



	2015		2014		2013
Discount rate	3.40	%	4.40	%	4.40	%
Expected return on plan assets	4.30	%	5.30	%	4.60	%

The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the fair value of targeted and expected portfolio composition. The Company considers historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. The Company determines its discount rate based on a forward yield curve for a portfolio of high-credit-quality bonds with expected cash flows and an average duration closely matching the expected benefit payments under the plan.

The Company’s funding policy is to make the minimum annual contributions required by applicable regulations or agreements with the plan administrator. Management expects total contributions during 2016 will be approximately $1.5 million . In addition, the Company may periodically make contributions to the plan based upon the underfunded status of the plan or other transactions, which warrant incremental contributions in the judgment of management.

The U.K. pension plan includes a provision whereby supplemental benefits may be available to participants under certain circumstances after case review and approval by the plan trustees. Because instances of this type of benefit have historically been infrequent, the development of the projected benefit obligation and net periodic pension cost has not provided for any future supplemental benefits. If additional benefits are approved by the trustees, it is likely that an additional contribution would be required and the amount of incremental benefits would be expensed by the Company.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The Company expects to pay the following benefit payments (in millions):



Calendar Year	Future Expected Benefit Payments
2016	$	2.8
2017	2.9
2018	3.0
2019	3.1
2020	3.2
2021 – 2025	17.4

The following table sets forth pension obligations and plan assets for the Company’s defined benefit plan, as of December 31 (in millions):



	2015			2014
Change in benefit obligation:
Benefit obligation as of January 1	$	76.8		$	73.6
Interest cost	2.5			3.2
Actuarial (gain) loss	(5.5		)	7.6
Benefits paid	(2.9		)	(2.9		)
Currency fluctuation adjustment	(4.0		)	(4.7		)
Benefit obligation as of December 31	66.9			76.8
Change in plan assets:
Fair value as of January 1	70.3			66.7
Actual return	1.9			9.2
Company contributions	1.5			1.6
Currency fluctuation adjustment	(3.9		)	(4.3		)
Benefits paid	(2.9		)	(2.9		)
Fair value of plan assets as of December 31	66.9			70.3
Underfunded status of the plan	$	—		$	(6.5	)

The Company's defined benefit plan was adequately funded as of December 31, 2015 and accordingly, an immaterial noncurrent asset has been recorded in the consolidated balance sheets. The underfunded status of the defined pension plan in 2014 , which was recorded in the consolidated balance sheets, included $1.6 million in accrued expenses and $4.9 million in noncurrent liabilities. The accumulated benefit obligation for the defined benefit pension plan was $66.9 million and $76.8 million as of December 31, 2015 and 2014 , respectively. The accumulated benefit obligation was approximately the same as the plan's assets as of December 31, 2015. The accumulated benefit obligation was in excess of the plan’s assets as of December 31, 2014. The vested benefit obligation is the actuarial present value of the vested benefits to which the employee is currently entitled but based on the employee's expected date of retirement. Since all employees are vested, the accumulated benefit obligation and the vested benefit obligation are the same amount.

The Company uses a straight-line methodology of amortization subject to a corridor based upon the higher of the fair value of assets and the pension benefit obligation over a five -year period. The components of net pension expense were as follows for the years ended December 31 (in millions):



	2015			2014			2013
Interest cost on projected benefit obligation	$	2.5		$	3.2		$	3.0
Prior service cost	(0.1		)	(0.1		)	(0.1		)
Expected return on plan assets	(2.9		)	(3.5		)	(2.8		)
Net amortization	1.5			1.7			1.8
Net pension expense	$	1.0		$	1.3		$	1.9



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The Company has defined contribution and pre-tax savings plans ("Savings Plans") for certain of its employees. Under each of the Savings Plans, participants are permitted to defer a portion of their compensation. Company contributions to the Savings Plans are based on a percentage of employee contributions. Additionally, certain of the Company’s Savings Plans have a profit sharing feature for salaried and non-union hourly employees. The Company contribution to the profit-sharing feature is based on the employee’s age and pay and the Company’s financial performance. Expense attributable to all Savings Plans was $8.9 million , $11.5 million and $7.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

The Savings Plans include a non-qualified plan for certain of its executive officers and key employees who are limited in their ability to participate in qualified plans due to existing regulations. These employees are allowed to defer a portion of their compensation, upon which they will be entitled to receive Company matching contributions as if the limitations imposed by current U.S. regulations for qualified plans were not in place. The Company’s matching contributions are based on a percentage of the employee’s deferred salary, profit sharing contributions and any investment income (loss) that would have been credited to their account had the contributions been made according to employee-designated investment specifications. Although not required to do so, the Company invests amounts equal to the salary deferrals, the corresponding Company match and profit sharing amounts according to the employee-designated investment specifications. As of December 31, 2015 and 2014 , investments in marketable securities totaling $1.6 million and $1.9 million , respectively, were included in other noncurrent assets with a corresponding deferred compensation liability included in other noncurrent liabilities in the consolidated balance sheets. Compensation expense recorded for this plan totaled $0.1 million , $0.1 million and $0.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The total including amounts attributable to investment income was immaterial in 2015, $0.1 million in 2014 and $0.4 million in 2013 , and was included in other, net in the consolidated statements of operations.

10. LONG TERM DEBT

The Company amended and restated its senior secured credit facility (the "Credit Agreement") and refinanced its term loans into a single term loan ("Term Loan") in May 2012. In December 2013 , the Company amended and extended its existing $125 million revolving credit facility (the "Revolving Credit Facility") to August 2017 (previously October 2015). In connection with this transaction, the Company paid and capitalized approximately $0.6 million of deferred financing costs. In December 2015, the Company amended its Credit Agreement to enter into a new U.S. dollars denominated $100.0 million Term Loan E with certain existing lenders. The proceeds were used to fund the acquisition of the 35% equity stake in Produquímica. In connection with the Term Loan E transaction, the Company paid and expensed approximately $0.3 million in fees in other expense in its consolidated statements of operations in 2015.

The Term Loan and Term Loan E are due in quarterly installments of principal and interest and mature in May 2017. The Term Loan and Term Loan E can be prepaid at any time without penalty. Under the Revolving Credit Facility, $40 million may be drawn in Canadian dollars and $10 million may be drawn in British pounds sterling. Additionally, the Revolving Credit Facility includes a sub-limit for short-term letters of credit in an amount not to exceed $50 million . As of December 31, 2015 , there was $4.5 million outstanding under the Revolving Credit Facility, and, after deducting outstanding letters of credit totaling $5.6 million , the Company’s borrowing availability was $114.9 million . The Company incurs participation fees related to its outstanding letters of credit and commitment fees on its available borrowing capacity. The rates vary depending on the Company’s leverage ratio. Bank fees are not material.

Interest on the Company’s Credit Agreement is variable based on either the Eurodollar rate ("LIBOR") or a base rate (defined as the greater of a specified U.S. or Canadian prime lending rate or the federal funds effective rate, increased by 0.5% ) plus a margin, which is dependent upon the Company’s leverage ratio and the type of term loan borrowing. Currently, the Term Loan and the Term Loan E bear interest at 1.75% over LIBOR. As of December 31, 2015 , the weighted average interest rate was 2.1% on all borrowings outstanding under the Credit Agreement.

In June 2014, the Company issued 4.875% Senior Notes with an aggregate face amount of $250.0 million due in 2024 which bear interest at a rate of 4.875% per year payable semi-annually in January and July, beginning in January 2015. The 4.875% Senior Notes were issued at their face value. With the proceeds of the 4.875% Senior Notes, the Company redeemed all of its previously outstanding $100.0 million aggregate principal amount of 8% Senior Notes due 2019. In connection with the debt refinancing, the Company incurred approximately $8.1 million of costs, including $4.1 million of fees that were capitalized as deferred financing costs related to the 4.875% Senior Notes and $4.0 million in call premiums. The $4.0 million paid for call premiums along with the write-off of $1.4 million of the Company’s unamortized deferred financing costs and approximately $1.5 million of original issue discount, each related to the 8% Senior Notes, were recorded in other expense in the consolidated statements of operations for 2014 .

The Credit Agreement and the indenture governing the 4.875% Senior Notes limit the Company’s ability, among other things, to: incur additional indebtedness or contingent obligations; pay dividends or make distributions to stockholders; repurchase or redeem stock; make investments; grant liens; enter into transactions with stockholders and affiliates; sell assets; and acquire the assets of, or merge or consolidate with, other companies. The Term Loan, Term Loan E and Revolving Credit Facility are secured by substantially all existing and future assets of the Company’s subsidiaries. Additionally, the Credit Agreement requires the



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Company to maintain certain financial ratios, including a minimum interest coverage ratio and a maximum total leverage ratio. As of December 31, 2015 , the Company was in compliance with each of its covenants.

The 4.875% Senior Notes in the table below are subordinate to the Credit Agreement borrowings. Third-party long-term debt consists of the following at December 31 (in millions):



	2015			2014
Term Loan due May 2017	$	472.5		$	376.4
Revolving Credit Facility due August 2017	4.5			—
4.875% Senior Notes due July 2024	250.0			250.0
	727.0			626.4
Less current portion	(4.9		)	(3.9		)
Long-term debt	$	722.1		$	622.5

Future maturities of long-term debt for the years ending December 31, are as follows (in millions):



	Debt Maturity
2016	$	4.9
2017	472.1
2018	—
2019	—
2020	—
Thereafter	250.0
Total	$	727.0

11. DERIVATIVES AND FAIR VALUES OF FINANCIAL INSTRUMENTS

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

Cash Flow Hedges

As of December 31, 2015 , the Company has entered into natural gas derivative instruments. The Company records derivative financial instruments as either assets or liabilities at fair value in the consolidated statements of financial position. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Depending on the exposure being hedged, the Company must designate the hedging instrument as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. All derivative instruments held by the Company as of December 31, 2015 , and 2014 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 in the statements of operations. 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. Any ineffectiveness related to these hedges was not material for any of the periods presented.

Natural gas is consumed at several of the Company’s production facilities, and a change in natural gas prices impacts the Company’s operating margin. As of December 31, 2015 , the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 2017 . The Company’s objective is to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90% of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of December 31, 2015 , and 2014 , the Company had agreements in place to hedge forecasted natural gas purchases of 2.8 million and 3.4 million MMBtus, respectively.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

As of December 31, 2015 , the Company expects to reclassify from accumulated other comprehensive loss to earnings during the next 12 months approximately $2.5 million of net losses on derivative instruments related to its natural gas hedges.

The following tables present the fair value of the Company’s hedged items as of December 31, 2015 , and December 31, 2014 (in millions):



	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments ^(a) :	Balance Sheet Location	December 31, 2015		Balance Sheet Location	December 31, 2015
Commodity contracts ^(b)	Other current assets	$	0.1	Accrued expenses	$	2.6
Commodity contracts	Other assets	—		Other noncurrent liabilities	0.1
Total derivatives designated as hedging instruments		$	0.1		$	2.7


(a)	The Company has commodity hedge agreements with two counterparties. Amounts recorded as liabilities for the Company’s commodity contracts are payable to both counterparties.


(b)	The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.1 million of its commodity contracts that are in a receivable position against its contracts in payable positions.



	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments ^(a) :	Balance Sheet Location	December 31, 2014		Balance Sheet Location	December 31, 2014
Commodity contracts ^(b)	Other current assets	$	0.1	Accrued expenses	$	2.5
Commodity contracts	Other assets	—		Other noncurrent liabilities	1.0
Total derivatives designated as hedging instruments		$	0.1		$	3.5


(a)	The Company has commodity hedge agreements with four counterparties. Amounts recorded as liabilities for the Company’s commodity contracts are payable to all counterparties. The amount recorded as an asset is due from two counterparties.


(b)	The Company has master netting agreements with its counterparties and accordingly has netted in its consolidated balance sheets approximately $0.1 million of its commodity contracts that are in a receivable position against its contracts in payable positions.

The following tables present activity related to the Company’s other comprehensive income for the twelve months ended December 31, 2015 and December 31, 2014 (in millions):



		Twelve Months Ended December 31, 2015
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of (Gain) Loss Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)
Commodity contracts	Product cost	$	2.4	$	(3.1	)
Total		$	2.4	$	(3.1	)



		Twelve Months Ended December 31, 2014
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of (Gain) Loss Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)
Commodity contracts	Product cost	$	2.8	$	1.0
Total		$	2.8	$	1.0

12. COMMITMENTS AND CONTINGENCIES

Contingent Obligations:

The Company is involved in proceedings alleging unfair labor practices at its Cote Blanche, Louisiana, mine. This matter arises out of a labor dispute between the Company and the United Steelworkers Union over the terms of a new contract for certain employees at the mine. These employees initiated a strike that began on April 7, 2010, and ended on June 15, 2010. In September 2012, the U.S. National Labor Relations Board issued a decision finding that the Company had committed unfair labor practices



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

in connection with the labor dispute. Under the ruling, the Company is responsible for back pay to affected employees as a result of changes made in union work rules and past practices beginning April 1, 2010. Any requirement for the Company to pay back wages will be offset by any wages earned at other places of employment during this period. In the fourth quarter of 2013, this ruling was upheld by an appeals court and the Company recorded a reserve of $5.0 million in its consolidated financial statements related to expected payments required to resolve the dispute.

In the first quarter of 2015, additional information became available and the Company recorded an additional $2.0 million reserve for this matter in its consolidated financial statements. Both parties are currently negotiating in an effort to reach a settlement. If the Company is unable to come to terms with the union, the parties may agree to arbitration and any decisions reached in arbitration would be binding. The Company is currently accrued at the minimum of its estimated range and may need to record additional losses in its financial statements as a result of future developments.

The Wisconsin Department of Agriculture, Trade and Consumer Protection ("DATCP") has information indicating that agricultural chemicals are present within the subsurface area of the Kenosha, Wisconsin plant. The agricultural chemicals were used by previous owners and operators of the site. None of the identified chemicals have been used in association with Compass Minerals’ operations since it acquired the property in 2002. DATCP directed the Company to conduct further investigations into the possible presence of agricultural chemicals in soil and ground water at the Kenosha plant. The Company has completed such investigations of the soils and ground water and has provided the findings to DATCP. The Company is presently proceeding with select remediation activities to mitigate agricultural chemical impact to soils and ground water at the site. All investigations and mitigation activities to date, and any potential future remediation work, are being conducted under the Wisconsin Agricultural Chemical Cleanup Program ("ACCP"), which would provide for reimbursement of some of the costs. The Company may seek participation by, or cost reimbursement from, other parties responsible for the presence of any agricultural chemicals found in soil and ground water at this site if the Company does not receive an acknowledgment of no further action and is required to conduct further investigation or remedial work that may not be eligible for reimbursement under the ACCP.

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

The Company does not believe that these actions will have 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.

Approximately 30% of the Company’s U.S. workforce and approximately 50% of its global workforce is represented by labor unions. Of the Company’s 12 material collective bargaining agreements, three will expire in 2016 (representing approximately 6% of its total workforce), four will expire in 2017, four will expire in 2018 and one will expire in 2019. Approximately 10% of the Company’s workforce is employed in Europe where trade union membership is common. The Company considers its overall labor relations to be good.

Commitments:

Leases: The Company leases certain property and equipment under non-cancelable operating leases for varying periods. The aggregate future minimum annual rentals under lease arrangements as of December 31, 2015 , are as follows (in millions):



	Operating Leases
2016	$	15.7
2017	9.7
2018	4.1
2019	3.6
2020	1.9
Thereafter	5.0
Total	$	40.0

Rental expense, net of sublease income, was $20.7 million , $18.6 million and $17.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

Royalties: The Company has various private, state and Canadian provincial leases associated with the salt and specialty potash businesses, most of which are renewable by the Company. Many of these leases provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of revenue. Royalty expense related to these leases was $14.0 million , $17.8 million and $14.7 million for the years ended December 31, 2015 , 2014 and 2013 .



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Sales Contracts: The Company has various salt and other deicing product sales contracts that include performance provisions governing delivery and product quality. These sales contracts either require the Company to maintain performance bonds for stipulated amounts or contain contractual penalty provisions in the event of non-performance. For the three years ended December 31, 2015 , the Company has had no material penalties related to these sales contracts. At December 31, 2015 , the Company had approximately $106.7 million of outstanding performance bonds, which includes the bonds outstanding for the Company’s tax reassessments, and approximately $44.1 million for bank letter guarantees.

Purchase Commitments: In connection with the operations of the Company’s facilities, the Company purchases electricity, other raw materials and services from third parties under contracts extending, in some cases, for multiple years. Purchases under these contracts are generally based on prevailing market prices. The Company has purchase contracts with suppliers for salt and KCl. Additionally, the Company has minimum throughput contracts with some of its depots. The purchase commitments for these contracts are estimated to be approximately $57.6 million for 2016 and between $32.5 million and $35.0 million annually from 2017 through 2020.

13. STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS

The Company paid dividends of $2.64 per share in 2015 and currently intends to continue paying quarterly cash dividends. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of its board of directors and will depend upon many factors, including the Company’s financial condition, earnings, legal requirements, restrictions in its debt agreements (see Note 10) and other factors its board of directors deems relevant.

Under the Compass Minerals International, Inc. Directors' Deferred Compensation Plan as amended, adopted effective October 1, 2004, the prior equity compensation plan ("2005 Plan") and the current incentive compensation plan ("2015 Plan"), non-employee directors may defer all or a portion of the fees payable for their service, which deferred fees are converted into units equivalent to the value of the Company's common stock. Additionally, as dividends are declared on the Company’s common stock, these units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred units are distributed in the form of Company common stock at a future specified date or following resignation from the board of directors, based upon the member’s annual election. During the years ended December 31, 2015 , 2014 and 2013 , members of the board were credited with 12,542 , 14,340 and 16,331 deferred stock units, respectively. During the years ended December 31, 2015 , 2014 and 2013 , 31,954 , 976 and 1,259 shares of common stock, respectively, were issued from treasury shares for director compensation.

Preferred stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, of which no shares are currently issued or outstanding. Of those, 200,000 shares of preferred stock were designated as series A junior participating preferred stock in connection with the Company’s now expired rights agreement.

Equity Compensation Awards

In 2005, the Company adopted the 2005 Plan for executive officers, other key employees and directors allowing grants of equity instruments, including restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options, with respect to 3,240,000 shares of CMP common stock. In May 2015, the Company’s shareholders approved the 2015 Plan, which authorizes the issuance of 3,000,000 shares. Since the date the 2015 Plan was approved, the Company ceased issuing equity awards under the 2005 Incentive Award Plan. The 2005 and 2015 Plans allow for grants of equity awards to executive officers, other key employees and directors. The grants occur following formal approval by the board of directors or on the date of hire if granted to a new employee, with the amount and terms communicated to employees shortly thereafter. The strike price of options is equal to the closing stock price on the day of grant. In 2015, no options or PSUs were granted under the 2015 Plan.

Substantially all of the RSUs granted under both the 2005 and 2015 Plans vest after three years of service entitling the holders to one share of common stock for each vested RSU. The unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends (after a performance hurdle has been satisfied in the year of the grant) or other distributions that may be declared on the Company’s common stock equal to the per-share dividend declared.

PSUs granted under the 2005 Plan vest after three years of service. The PSUs granted in 2015 have a three -year performance period beginning in 2015 and ending in 2017 and earn between 0% and 200% based upon the attainment of certain performance conditions. The Company granted two types of PSUs in 2015 under the 2005 Plan. The total shareholder return PSU ("TSR PSU") is earned by determining the Company’s total shareholder return, compared to the total shareholder return for each company comprising the Russell 3000 Index over the three -year performance period. The return on invested capital PSU ("ROIC PSU") is earned by averaging the Company’s annual return on invested capital over the three -year performance period. The PSUs granted entitle the holders to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock from the grant date through the vest date for PSUs earned.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Stock options granted under the 2005 Plan generally vest ratably, in tranches, over a four -year service period. Unexercised options expire after seven years. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The options granted do not participate in dividends and have no voting rights. The exercise price of options is equal to the closing stock price on the day of grant.

The following is a summary of CMP’s stock option, RSU and PSU activity and related information for the following periods:



	Stock Options				RSUs				PSUs
	Number		Weighted-average exercise price		Number		Weighted-average fair value		Number		Weighted-average fair value
Outstanding at December 31, 2012	435,721		$	67.46	77,749		$	78.46	49,932		$	83.58
Granted	124,370		76.84		65,521		74.99		29,134		78.01
Exercised ^(a)	(174,149	)	60.71		—		—		—		—
Released from restriction ^(a)	—		—		(22,658	)	78.46		(6,341	)	86.51
Cancelled/Expired	(57,578	)	77.19		(24,894	)	78.42		(17,576	)	81.72
Outstanding at December 31, 2013	328,364		$	72.88	95,718		$	76.09	55,149		$	80.89
Granted	95,610		87.18		20,268		86.74		27,574		105.77
Exercised ^(a)	(112,005	)	67.35		—		—		—		—
Released from restriction ^(a)	—		—		(15,636	)	86.48		(3,998	)	93.82
Cancelled/Expired	(33,540	)	79.81		(11,818	)	76.95		(19,098	)	89.77
Outstanding at December 31, 2014	278,429		$	79.23	88,532		$	76.58	59,627		$	88.69
Granted	120,956		91.76		21,317		90.94		35,584		100.49
Exercised ^(a)	(33,906	)	72.53		—		—		—		—
Released from restriction ^(a)	—		—		(15,952	)	71.69		(10,454	)	74.49
Cancelled/Expired ^(b)	(12,392	)	84.71		(2,889	)	81.43		(7,392	)	82.46
Outstanding at December 31, 2015	353,087		$	83.94	91,008		$	80.65	77,365		$	96.63


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


(b)	The performance period for the 2013 PSU grant was completed in 2015 . The Company expects to issue 9,914 shares in March 2016 when the 2013 PSU grant vests.

The Company generally expenses the fair value of its awards over the vesting period using the straight line method. To estimate the fair value of performance stock units on the grant date, the Company uses a Monte-Carlo simulation model , which simulates the Company’s future stock prices as well as the companies comprising the Russell 3000 Index. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the applicable index. The risk free rate was determined using the same methodology as the option valuations as discussed below.

To estimate the fair value of options on the day of grant, 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. CMP’s historical stock price is used to estimate expected volatility. The weighted average assumptions and fair values for options granted for each of the years ended December 31 is included in the following table.



	2015			2014			2013
Fair value of options granted	$	14.78		$	15.25		$	19.06
Expected term (years)	4.8			4.8			4.7
Expected volatility	24.9		%	27.8		%	38.0		%
Dividend yield	3.1		%	3.4		%	3.0		%
Risk-free interest rates	1.6		%	1.5		%	0.9		%



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

As of December 31, 2014 , there were 278,429 options outstanding of which 99,425 were exercisable. The following table summarizes information about options outstanding and exercisable at December 31, 2015 .



	Options Outstanding				Options Exercisable
Range of exercise prices	Options outstanding	Weighted-average remaining contractual life (years)	Weighted-average exercise price of options outstanding		Options exercisable	Weighted-average remaining contractual life (years)	Weighted-average exercise price of exercisable options
$58.99 - $77.75	114,116	3.7	$	74.16	63,633	3.3	$	72.74
$77.76 - $86.99	42,130	1.7	82.51		42,130	1.7	82.51
$87.00 - $89.47	79,717	5.2	87.18		18,445	5.2	87.18
$89.48 - $93.26	117,124	6.2	91.77		74	6.2	91.75
Totals	353,087	4.6	$	83.94	124,282	3.1	$	78.21

During the years ended December 31, 2015 , 2014 and 2013 , the Company recorded compensation expense of $6.1 million , $4.9 million and $5.1 million , respectively, related to its stock-based compensation awards that are expected to vest. No amounts have been capitalized. The fair value of options vested was approximately $1.1 million , $1.3 million and $1.6 million in 2015 , 2014 and 2013 , respectively.

As of December 31, 2015 , unrecorded compensation cost related to non-vested awards of $6.6 million is expected to be recognized from 2016 through 2019, with a weighted average period of 2.0 years.

The intrinsic value of stock options exercised during the twelve months ended December 31, 2015 , 2014 and 2013 totaled approximately $0.6 million , $2.3 million and $4.5 million , respectively. As of December 31, 2015 , the intrinsic value of options outstanding totaled approximately $0.2 million , of which 124,282 options with an intrinsic value of $0.2 million were exercisable. The number of shares held in treasury is sufficient to cover all outstanding equity awards as of December 31, 2015 .

Accumulated Other Comprehensive Income (Loss)

The Company’s comprehensive income (loss) is comprised of net earnings, net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain (loss) on natural gas cash flow hedges and foreign currency translation adjustments. The components of and changes in accumulated other comprehensive income (loss) ("AOCI") for the twelve months ended December 31, 2015 and 2014 are as follows (in millions):



Twelve Months Ended December 31, 2015 ^(a)	Gains and (Losses) on Cash Flow Hedges			Defined Benefit Pension			Foreign Currency			Total
Beginning balance	$	(2.0	)	$	(9.0	)	$	(4.5	)	$	(15.5	)
Other comprehensive income (loss) before reclassifications	(1.5		)	4.1			(98.4		)	(95.8		)
Amounts reclassified from accumulated other comprehensive loss	1.9			1.1			—			3.0
Net current period other comprehensive income (loss)	0.4			5.2			(98.4		)	(92.8		)
Ending balance	$	(1.6	)	$	(3.8	)	$	(102.9	)	$	(108.3	)


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



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



Twelve Months Ended December 31, 2014 ^(a)	Gains and (Losses) on Cash Flow Hedges			Defined Benefit Pension			Foreign Currency			Total
Beginning balance	$	0.3		$	(9.3	)	$	43.5		$	34.5
Other comprehensive income (loss) before reclassifications	(1.7		)	(1.0		)	(48.0		)	(50.7		)
Amounts reclassified from accumulated other comprehensive loss	(0.6		)	1.3			—			0.7
Net current period other comprehensive income (loss)	(2.3		)	0.3			(48.0		)	(50.0		)
Ending balance	$	(2.0	)	$	(9.0	)	$	(4.5	)	$	(15.5	)


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



	Amount Reclassified from AOCI
	Twelve Months Ended December 31, 2015			Line Item Impacted in the Consolidated Statement of Operations
Gains and (losses) on cash flow hedges:
Natural gas instruments	$	3.1		Product cost
	(1.2		)	Income tax expense (benefit)
	1.9
Amortization of defined benefit pension:
Amortization of loss	$	1.4		Product cost
	(0.3		)	Income tax expense (benefit)
	1.1
Total reclassifications, net of income taxes	$	3.0



	Amount Reclassified from AOCI
	Twelve Months Ended December 31, 2014			Line Item Impacted in the Consolidated Statement of Operations
Gains and (losses) on cash flow hedges:
Natural gas instruments	$	(1.0	)	Product cost
	0.4			Income tax expense (benefit)
	(0.6		)
Amortization of defined benefit pension:
Amortization of loss	$	1.6		Product cost
	(0.3		)	Income tax expense (benefit)
	1.3
Total reclassifications, net of income taxes	$	0.7

14. FAIR VALUE MEASUREMENTS

As required, the Company’s financial instruments are measured and reported at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (level one inputs), or absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (level two inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (level three inputs) except as stated in Note 9.

The Company holds marketable securities associated with its non-qualified savings plan, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices (see Note 11). The fair value of the natural gas derivative instruments are determined using market data of forward prices for all of the Company’s contracts.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

The estimated fair values for each type of instrument are presented below (in millions).



	December 31, 2015			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan ^(a)	$	1.6		$	1.6		$	—		$	—
Total Assets	$	1.6		$	1.6		$	—		$	—
Liability Class:
Liabilities related to non-qualified savings plan	$	(1.6	)	$	(1.6	)	$	—		$	—
Derivatives – natural gas instruments	(2.6		)	—			(2.6		)	—
Total Liabilities	$	(4.2	)	$	(1.6	)	$	(2.6	)	$	—


(a)	Includes mutual fund investments of approximately 20% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of small to mid-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 5% in bond funds, approximately 35% in short-term investments and approximately 30% in blended funds.



	December 31, 2014			Level One			Level Two			Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan ^(a)	$	1.9		$	1.9		$	—		$	—
Total Assets	$	1.9		$	1.9		$	—		$	—
Liability Class:
Liabilities related to non-qualified savings plan	$	(1.9	)	$	(1.9	)	$	—		$	—
Derivatives – natural gas instruments	(3.4		)	—			(3.4		)	—
Total Liabilities	$	(5.3	)	$	(1.9	)	$	(3.4	)	$	—


(a)	Includes mutual fund investments of approximately 15% in the common stock of large-cap U.S. companies, approximately 5% in the common stock of international companies, approximately 5% in bond funds, approximately 35% in short-term investments and approximately 40% in blended funds.

Cash and cash equivalents, accounts receivable (net of reserve for bad debts) and payables are carried at cost, which approximates fair value due to their liquid and short-term nature. The Company’s investments related to its nonqualified retirement plan of $1.6 million and $1.9 million as of December 31, 2015 and December 31, 2014 , respectively, are stated at fair value based on quoted market prices. As of December 31, 2015 , the estimated fair value of the fixed-rate 4.875% Senior Notes, based on available trading information, totaled $237.7 million (level 2) compared with the aggregate principal amount at maturity of $250.0 million . The fair value at December 31, 2015 of amounts outstanding under the Credit Agreement, based upon available bid information received from the Company’s lender, totaled approximately $472.2 million (level 2), compared with the aggregate principal amount at maturity of $477.0 million . The fair value of the Company’s natural gas contracts is based on prices for notional amounts maturing in each respective timeframe.

15. OPERATING SEGMENTS

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. The Company has two reportable segments: salt and plant nutrition. The salt segment produces and markets salt and magnesium chloride for use in road deicing and dust control, food processing, water softeners, and agricultural and industrial applications. SOP crop nutrients, industrial-grade SOP, micronutrients and magnesium chloride for agricultural purposes are produced and marketed through the plant nutrition segment.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment sales prices are market-based. The Company evaluates performance based on the operating earnings of the respective segments.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Segment information as of and for the years ended December 31, is as follows (in millions):



2015	Salt		Plant Nutrition		Corporate & Other ^(a)			Total
Sales to external customers	$	849.0	$	238.4	$	11.3		$	1,098.7
Intersegment sales	0.1		7.7		(7.8		)	—
Shipping and handling cost	239.1		22.4		—			261.5
Operating earnings (loss)	215.2		57.9		(51.7		)	221.4
Depreciation, depletion and amortization	43.9		29.8		4.6			78.3
Total assets ^(b)	896.5		679.7		52.7			1,628.9
Capital expenditures	106.5		92.8		18.3			217.6



2014	Salt		Plant Nutrition		Corporate & Other ^(a)			Total
Sales to external customers	$	1,002.6	$	270.2	$	9.7		$	1,282.5
Intersegment sales	0.9		7.1		(8.0		)	—
Shipping and handling cost	309.3		28.4		—			337.7
Operating earnings (loss) ^(c)	291.4		74.8		(55.2		)	311.0
Depreciation, depletion and amortization	44.8		27.3		5.9			78.0
Total assets	1,045.2		536.2		55.8			1,637.2
Capital expenditures	67.9		42.1		15.2			125.2



2013	Salt		Plant Nutrition		Corporate & Other ^(a)			Total
Sales to external customers	$	920.5	$	198.6	$	10.5		$	1,129.6
Intersegment sales	0.9		7.2		(8.1		)	—
Shipping and handling cost	280.7		21.0		—			301.7
Operating earnings (loss) ^(b)	181.3		58.7		(54.4		)	185.6
Depreciation, depletion and amortization	45.1		23.8		4.1			73.0
Total assets	942.2		386.8		75.8			1,404.8
Capital expenditures ^(d)	79.8		38.8		4.1			122.7

(a)

Corporate and Other includes corporate entities, records management operations and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions. In 2014 , the operating earnings loss includes costs of approximately $4.2 million to consolidate its records management locations by closing one location in London, England.


(b)	In 2015, the Company's equity investment in Produquímica is included in total assets for its plant nutrition segment. In addition, the Company's assets held for sale have been presented in corporate and other. Total assets in 2015 for both operating segments were negatively impacted by the impact of translating our foreign-denominated assets into U.S. dollars.

(c)

In 2014 , the Company recorded a gain of $82.3 million in the salt segment and $1.0 million in corporate and other resulting from an insurance settlement related to a tornado at its salt facilities in Goderich, Ontario in August 2011. In the fourth quarter of 2013 , the Company recognized a gain of $9 million in its plant nutrition segment from the settlement of an insurance claim resulting from a loss of mineral-concentrated brine due to an asset failure at its solar evaporation ponds in 2010 and a charge of $4.7 million in its salt segment from a ruling against the Company related to a labor matter.


(d)	The salt segment includes approximately $15 million of capital expenditures during 2013 to replace and, in some instances, improve property, plant and equipment damaged or destroyed by the tornado at the Company’s Goderich, Ontario facilities in 2011.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

Financial information relating to the Company’s operations by geographic area for the years ended December 31 is as follows (in millions):



Sales	2015		2014		2013
United States ^(a)	$	834.6	$	975.2	$	774.3
Canada	198.4		260.0		256.7
United Kingdom	56.8		41.2		87.1
Other	8.9		6.1		11.5
Total sales	$	1,098.7	$	1,282.5	$	1,129.6


(a)	United States sales exclude product sold to foreign customers at U.S. ports.

Financial information relating to the Company’s long-lived assets, including deferred financing costs and other long-lived assets but excluding the investments related to the nonqualified retirement plan, by geographic area as of December 31 (in millions):



Long-Lived Assets	2015		2014
United States	$	502.1	$	420.0
Canada	394.3		413.7
United Kingdom	95.7		92.3
Brazil	116.4		—
Other	6.5		6.6
Total long-lived assets	$	1,115.0	$	932.6

16. EARNINGS PER SHARE

The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per share data):



Year ended December 31,	2015			2014			2013
Numerator:
Net earnings	$	159.2		$	217.9		$	130.8
Less: Net earnings allocated to participating securities ^(a)	(1.0		)	(1.5		)	(1.0		)
Net earnings available to common shareholders	$	158.2		$	216.4		$	129.8
Denominator (in thousands):
Weighted average common shares outstanding, shares for basic earnings per share ^(b)	33,677			33,557			33,403
Weighted average equity awards outstanding	15			24			17
Shares for diluted earnings per share	33,692			33,581			33,420
Net earnings per common share, basic	$	4.70		$	6.45		$	3.89
Net earnings per common share, diluted	$	4.69		$	6.44		$	3.88


(a)	Participating securities include options, PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 198,000 , 227,000 and 250,000 for 2015 , 2014 and 2013 , respectively.

(b)

For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method, to determine the weighted average number of outstanding common shares. In addition, the Company had 432,000 , 381,000 and 455,000 weighted options outstanding for 2015 , 2014 and 2013 , respectively, which were anti-dilutive and therefore not included in the diluted earnings per share calculation.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

17. QUARTERLY RESULTS (Unaudited) (in millions, except share and per share data)



Quarter	First		Second			Third		Fourth
2015
Sales	$	393.0	$	183.7		$	232.7	$	289.3
Gross profit	113.2		50.6			68.0		98.3
Net earnings	60.6		13.2			27.0		58.4
Net earnings per share, basic	1.79		0.39			0.80		1.72
Net earnings per share, diluted	1.79		0.39			0.80		1.72
Basic weighted-average shares outstanding (in thousands)	33,626		33,682			33,696		33,701
Diluted weighted-average shares outstanding (in thousands)	33,649		33,701			33,708		33,714
2014
Sales	$	422.0	$	186.6		$	240.5	$	433.4
Gross profit ^(a)	92.3		37.5			149.8		141.8
Net earnings (loss) ^(a)	50.2		(0.7		)	87.9		80.5
Net earnings (loss) per share, basic	1.49		(0.02		)	2.60		2.38
Net earnings (loss) per share, diluted	1.49		(0.02		)	2.60		2.38
Basic weighted-average shares outstanding (in thousands)	33,502		33,549			33,575		33,600
Diluted weighted-average shares outstanding (in thousands)	33,520		33,549			33,601		33,617

(a)

18. SUBSEQUENT EVENT

Dividend Declared:

On February 4, 2016 , the board of directors declared a quarterly cash dividend of $0.695 per share on the Company’s outstanding common stock, an increase of 5% from the quarterly cash dividends paid in 2015 of $0.66 per share. The dividend will be paid on March 15, 2016 , to stockholders of record as of the close of business on February 29, 2016 .

Restructuring:

In February 2016, the Company announced steps to align its inventories with market demand and is undergoing a thorough review of its cost structure. This effort is expected to result in a restructuring charge in the first quarter of 2016 of approximately $4 million , or $0.07 per diluted share, related to a workforce reduction of 150 positions. A significant portion of this total results from the Company's investment in continuous mining at its Goderich, Ontario location. The Company expects that the majority of the workforce reduction to be completed by the end of 2016.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In connection with the preparation of the Annual Report on Form 10-K, an evaluation is performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, 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). Based on that evaluation, the Company’s CEO and CFO conclude whether the Company’s disclosure controls and procedures are effective as of the reporting date at the reasonable assurance level.

In connection with this Annual Report on Form 10-K for the year ended December 31, 2015, an evaluation was performed of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2015. Based on that evaluation, the Company’s CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, 2015 at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducts an evaluation and assesses the effectiveness of the Company’s internal control over financial reporting as of the reporting date. In making its assessment of internal control over financial reporting, management uses the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) .

A material weakness is a control deficiency, or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2015, management conducted an evaluation and assessed the effectiveness of the Company’s internal control over financial reporting. Based on its evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015. Ernst & Young LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2015, and has also issued an audit report dated February 22, 2016, on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, which is included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding executive officers is included in Part I to this Form 10-K under the caption "Executive Officers of Registrant".

The information required by Item 10 of Form 10-K is incorporated herein by reference to sections (a) "Proposal 1 – Election of Directors", (b) "Board of Directors and Committees" and (c) "Executive Compensation Framework and Governance" of the definitive proxy statement filed pursuant to Regulation 14A for the 2016 annual meeting of stockholders ("2016 Proxy Statement"). Additionally, "Section 16(a) Beneficial Ownership Reporting Compliance" is also incorporated herein by reference to the 2016 Proxy Statement.

Code of Ethics

The Company has adopted a code of ethics for its executive and senior financial officers, violations of which are required to be reported to the CEO and the audit committee. The code of ethics is posted on the Company’s website at www.compassminerals.com.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K is incorporated herein by reference to the executive compensation tables in the "Compensation Discussion and Analysis" to be included in the 2016 Proxy Statement.


ITEM 12.	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K is incorporated herein by reference to "Stock Ownership of Certain Beneficial Owners and Management" to be included in the 2016 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by Item 13 of Form 10-K is incorporated herein by reference to the disclosure under "Review and Approval of Transactions with Related Persons" and "Board of Directors and Committees" to be included in the 2016 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 of Form 10-K is incorporated herein by reference to "Proposal 3 – Ratification of Appointment of Independent Registered Accounting Firm" to be included in the 2016 Proxy Statement.



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial statements and supplementary data required by this Item 15 are set forth below:



Description	Page

Management’s Report on Internal Controls Over Financial Reporting	77

Reports of Independent Registered Public Accounting Firm	45

Consolidated Balance Sheets as of December 31, 2015 and 2014	47

Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015	48

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2015	49

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2015	50

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2015	51

Notes to Consolidated Financial Statements	52

Schedule II – Valuation Reserves	79

(a)(2) Financial Statement Schedule:

Schedule II — Valuation Reserves

Compass Minerals International, Inc.

December 31, 2015, 2014 and 2013



Description (in millions)	Balance at the Beginning of the Year		Additions (Deductions) Charged to Expense		Deductions ⁽¹⁾			Balance at the End of the Year
Deducted from Receivables — Allowance for Doubtful Accounts
2015	$	1.4	$	0.6	$	(0.7	)	$	1.3
2014	1.6		0.3		(0.5		)	1.4
2013	2.4		0.7		(1.5		)	1.6
Deducted from Deferred Income Taxes — Valuation Allowance
2015	$	1.0	$	0.1	$	(0.2	)	$	0.9
2014	1.1		0.2		(0.3		)	1.0
2013	1.3		—		(0.2		)	1.1


(1)	Deduction for purposes for which reserve was created.



	79



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

EXHIBIT INDEX



Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated October 13, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
2.2	Amendment No. 1 to Agreement and Plan of Merger, dated November 28, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.2 to Compass Minerals Registration Statement on Form S-4, File No. 333-104603).
2.3*	Subscription Agreement between Compass Minerals Do Brazil LTDA, a subsidiary of Compass Minerals International, Inc. and Produquímica Indústria e Comércio S.A., dated December 16, 2015. The schedules and exhibits to the Subscription Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Compass Minerals agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.
2.4*	Sale and Purchase Agreement among Compass Minerals Do Brasil LTDA, a subsidiary of Compass Minerals International, Inc. and certain of the current shareholders of Produquímica Indústria e Comércio S.A., dated December 16, 2015. The schedules and exhibits to the Sale and Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Compass Minerals agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.
3.1	Amended and Restated Certificate of Incorporation of Compass Minerals International, Inc. (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-4, File No. 333-111953).
3.2	By-laws of Compass Minerals International, Inc., amended and restated as of December 22, 2014 (incorporated herein by reference to Exhibit 3.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed December 23, 2014).
4.1	Indenture, dated as of June 23, 2014, by and among Compass Minerals International, Inc., the Guarantors named therein, and U.S. National Bank Association, as trustee, relating to the 4.875% Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed June 26, 2014).
4.2	Form of 4.875% Senior Notes due 2024 (included as Exhibit 1 to Exhibit 4.1).
10.1	Salt mining lease, dated November 9, 2001, between the Province of Ontario, as lessor, and Sifto Canada Inc. as lessee (incorporated herein by reference to Exhibit 10.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
10.2	Amended and Restated Salt and Surface Lease effective as of January 1, 2014 by and between Island Partnership, L.L.C., JMB Cote Blanche L.L.C., CFB, LLC and Carey Salt Company dated January 1, 2014 (incorporated herein by reference to Exhibit 10.7 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.3	Royalty Agreement, dated September 1, 1962, between Great Salt Lake Minerals Corporation and the Utah State Land Board (incorporated herein by reference to Exhibit 10.3 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
10.4***	Amended and Restated Credit Agreement, dated December 22, 2005, among Compass Minerals International, Inc., Compass Minerals Group, Inc., as U.S. borrower, Sifto Canada Corp., as Canadian borrower, Salt Union Limited, as U.K. borrower, JPMorgan Chase Bank N.A., as administrative agent, J.P. Morgan Securities Inc., as co-lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as co-lead arranger and joint bookrunner, Calyon New York Branch, as syndication agent, Bank of America, N.A., as co-documentation agent, and The Bank of Nova Scotia, as co-documentation agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
10.5***	Amendment and Restatement Agreement dated as of May 18, 2012, to the Credit Agreement dated as of November 28, 2001 among Compass Minerals International, Inc., Sifto Canada Corp., Salt Union Limited, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed May 24, 2012).
10.6	Amendment dated December 20, 2013 to Credit Agreement dated as of November 28, 2001 among Compass Minerals International, Inc., Sifto Canada Corp., Salt Union Limited, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated December 23, 2013) and to the US Collateral and Guaranty Agreement dated as of September 30, 2010 among Compass Minerals International, Inc., each subsidiary of Compass Minerals International, Inc. party thereto and JPMorgan Chase Bank, N.A. as collateral agent (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



10.7	Amended and Restated U.S. Collateral Assignment, dated December 22, 2005, among Compass Minerals International, Inc., Compass Minerals Group, Inc. and JPMorgan Chase Bank N.A (incorporated herein by reference to Exhibit 10.12 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
10.8	Amendment No. 1 to the US Collateral and Guaranty Agreement dated as of September 30, 2010 among Compass Minerals International, Inc., each subsidiary of Compass Minerals International, Inc. party thereto and JPMorgan Chase Bank, N.A. as collateral agent (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
10.9	Amended and Restated Foreign Guaranty, dated December 22, 2005, among Sifto Canada Corp., Salt Union Limited, Compass Minerals (Europe) Limited, Compass Minerals (UK) Limited, DeepStore Limited (formerly known as London Salt Limited), Compass Minerals (No. 1) Limited (formerly known as Direct Salt Supplies Limited), J.T. Lunt & Co. (Nantwich) Limited, NASC Nova Scotia Company, Compass Minerals Canada Inc., Compass Canada Limited Partnership, Compass Minerals Nova Scotia Company, Compass Resources Canada Company and JPMorgan Chase Bank, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.13 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
10.10	Certificate of Designation for the Series A Junior Participating Preferred Stock, par value $0.01 per share (incorporated herein by reference to Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed December 19, 2012).
10.11	Compass Minerals International, Inc. Directors’ Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2005 (incorporated herein by reference to Exhibit 10.26 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.12	First Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan effective January 1, 2007 (incorporated herein by reference to Exhibit 10.28 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.13	Second Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.14*	2016 Summary of Non-Employee Director Compensation.
10.15	Amendment to 2012 and 2013 Independent Director Deferred Stock Award Agreement for Eric Ford (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013).
10.16	Compass Minerals International, Inc. Form of 2012 Independent Director Deferred Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
10.17	Compass Minerals International, Inc. Form of 2014 Foreign Director Deferred Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.18	Compass Minerals International, Inc. 2005 Incentive Award Plan as approved by stockholders on August 4, 2005 (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
10.19	First Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
10.20	Second Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.21	Third Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.22 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011).
10.22	Fourth Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.23 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011).
10.23	2010 and 2011 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
10.25	2012 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
10.26	2013 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



10.27	2014 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.28	2015 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.29	Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
10.30	2014 Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.31	2015 For of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to Compass Minerals International, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.32	2012 Form of Three-Year Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International Inc.’s Quarterly Report for the quarter ended March 31, 2012).
10.33	2013 Form of Three-Year Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International Inc.’s Quarterly Report for the quarter ended March 31, 2013).
10.34	2014 Form of Three-Year Performance Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International Inc.’s Quarterly Report for the quarter ended March 31, 2014).
10.35	2015 Form of Three-Year Performance Stock Unit Award Agreement (ROIC) (incorporated by reference to Exhibit 10.3 to Compass Minerals International, Inc.'s Quarterly Report on Form 10Q for the quarter ended March 31, 2015).
10.36	2015 Form of Three-Year Performance Stock Unit Award Agreement (rTSR) (incorporated by reference to Exhibit 10.4 to Compass Minerals International, Inc.'s Quarterly Report on Form 10Q for the quarter ended March 31, 2015).
10.37	Form of Dividend Equivalents Agreement (incorporated herein by reference to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).
10.38	Compass Minerals International, Inc. Restoration Plan (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
10.39	First Amendment to the Compass Minerals International, Inc. Restoration Plan dated as of December 5, 2007 (incorporated herein by reference to Exhibit 10.27 to Compass Minerals International, Inc.’s Annual Report for the year ended December 31, 2007).
10.40	Second Amendment to the Compass Minerals International, Inc. Restoration Plan (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.41	2013 Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.35 to Compass Minerals International, Inc.'s Annual Report for the year ended December 31, 2013).
10.42	Form of Restrictive Covenant Agreement (included as Exhibit A to Exhibit 10.41).
10.43*	Listing of certain executive officers as parties to the Change in Control Severance Agreement and Restrictive Covenant Agreement as listed in Exhibits 10.41 and 10.42 herein.
10.44	Employment Agreement effective January 17, 2013 between Compass Minerals International, Inc. and Fran Malecha (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed January 10, 2013).
10.45	Change in Control Severance Agreement dated January 17, 2013 between Compass Minerals International, Inc. and Fran Malecha (incorporated herein by reference to Exhibit 10.40 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2012).
10.46	Employment Service Agreement, dated October 27, 2006 between Compass Minerals International, Inc. and David J. Goadby (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed November 1, 2006).
10.47	Summary of Executive Cash Compensation and Award Targets Under the Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.48	Management Annual Incentive Compensation Plan Summary (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.49	Form of Indemnification Agreement for Directors of Compass Minerals International, Inc. (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s current Report on Form 8-K filed March 26, 2009).



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COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K



10.50	Severance Agreement between Compass Minerals International, Inc. and Rodney Underdown dated July 7, 2014 (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K dated July 8, 2014).
10.51	Share Purchase Agreement dated as of March 19, 2014 by and between Compass Minerals Manitoba Inc., Compass Minerals International, Inc. and the shareholders of Wolf Trax Inc. (incorporated herein by reference to Exhibit 10.8 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)
10.52	Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated by reference to Exhibit 10.7 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.53	Offer Letter for Chief Financial Officer dated November 11, 2014 by and between Compass Minerals International, Inc. and Matthew Foulston (incorporated by reference to Exhibit 10.8 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.54	Compass Minerals International, Inc. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-8, File No. 333-203922 dated May 6, 2015).
10.55	2015 Independent Director Deferred Award Agreement (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
10.56	2015 Independent Foreign Director Deferred Award Agreement (incorporated by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
10.57*	Term Loan E among Compass Minerals International, Inc. and certain existing lenders, dated December 14, 2015.
12.1*	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of Ernst & Young LLP.
31.1*	Section 302 Certifications of Francis J. Malecha, President and Chief Executive Officer.
31.2*	Section 302 Certifications of Matthew J. Foulston, Chief Financial Officer.
32**	Certification Pursuant to 18 U.S.C.§1350 of Francis J. Malecha, President and Chief Executive Officer and Matthew J. Foulston, Chief Financial Officer.
95*	Mine Safety Disclosures.
101**	The following financial statements from the Compass Minerals International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.


*	Filed herewith.


**	Furnished herewith.


***	Confidential treatment has been requested for portions of this exhibit. The confidential portions of the exhibit have been filed separately with the Securities and Exchange Commission.



	83



COMPASS MINERALS INTERNATIONAL, INC.		2015 FORM 10-K

SIGNATURES

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



	COMPASS MINERALS INTERNATIONAL, INC.

	/s/ Francis J. Malecha
	Francis J. Malecha
Date: February 22, 2016	President and Chief Executive Officer



	/s/ Matthew J. Foulston
	Matthew J. Foulston
Date: February 22, 2016	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 22, 2016.



	Signature		Capacity

	/s/ Francis J. Malecha		President, Chief Executive Officer
	Francis J. Malecha		and Director (Principal Executive Officer)

	/s/ Matthew J. Foulston		Chief Financial Officer
	Matthew J. Foulston		(Principal Financial and Accounting Officer)

	/s/ David J. D’Antoni		Director
	David J. D’Antoni

	/s/ Eric Ford		Director
	Eric Ford

	/s/ Richard S. Grant		Director
	Richard S. Grant

	/s/ Allan R. Rothwell		Director
	Allan R. Rothwell

	/s/ Lori A. Walker		Director
	Lori A. Walker

	/s/ Paul S. Williams		Director
	Paul S. Williams

	/s/ Amy J. Yoder		Director
	Amy J. Yoder



	84

Exhibit 2.3

Subscription Agreement and Other Covenants

by and among

Peach Tree LLC

Amber International LLC

TRB Industries LLC

Gerhard Walter Schultz

João Marcelino Ramos

Paulo César Cau

and

Tantalun Inc.

as Initial Shareholders,

COMPASS MINERALS DO BRASIL LTDA

as Investor,

and

Produquímica Indústria e Comércio S.A.

as Intervening Party,

Dated as of December 16, 2015

Table of Contents



Article 1 – Definitions and Rules of Construction	8
Section 1.1. Definitions	8
Section 1.2. Rules of Construction	19
Article 2 – Subscription of Shares and Payment	19
Section 2.1. Investment Framework	19
Section 2.2. Equity Interest	21
Article 3 – Closing Consummation and Post-Closing Price Adjustment	21
Section 3.1. Closing	21
Section 3.2. Closing Obligations	22
Section 3.3. Actual Adjusted EBITDA and Actual Net Debt	23
Section 3.4. Post-Closing Adjustment	25
Article 4 – Representations and Warranties of the Company	25
Section 4.1. Organization, Power and Authority	25
Section 4.2. Enforceability	26
Section 4.3. No Violation or Breach	26
Section 4.4. Consents	26
Section 4.5. Capitalization of the Company and Subsidiaries	26
Section 4.6. Subsidiaries and Branches	27
Section 4.7. Material Contracts	27
Section 4.8. Compliance with Laws	28
Section 4.9. Labor Matters	29
Section 4.10. Personnel	30
Section 4.11. Permits	30
Section 4.12. Information Technology	31
Section 4.13. Environmental Matters	31
Section 4.14. Tax Matters	31
Section 4.15. Insurance	32
Section 4.16. Assets	32
Section 4.17. Real Property	32
Section 4.18. Intellectual Property	33
Section 4.19. Financial Statements	34
Section 4.20. Litigation and Investigations	35
Section 4.21. Brokerage Fees and Commissions	35
Section 4.22. No Other Representations or Warranties	35
Section 4.23. Solvency	35
Section 4.24. Central Bank Registration; Foreign Investment. Foreign Loans	35
Article 5 – Representations and Warranties of the Initial Shareholders	36
Section 5.1. Organization, Power and Authority	36
Section 5.2. Enforceability	36
Section 5.3. No Violation or Breach	37



Section 5.4. Consents	37
Section 5.5. Claims	37
Article 6 – Representations and Warranties of the Investor	37
Section 6.1. Organization, Power and Authority	38
Section 6.2. Enforceability	38
Section 6.3. No Violation or Breach	38
Section 6.4. Consents	38
Section 6.5. Claims	38
Section 6.6. Solvency	38
Section 6.7. Effect of Due Diligence and Related Matters	39
Article 7 – Covenants	39
Section 7.1. Confidentiality	39
Section 7.2. Public Announcements	40
Section 7.3. Further Assurances	40
Section 7.4. Hedge	41
Section 7.5. Jacareí Lease Agreement	41
Section 7.6. Assumption of Credit Risk under Credito Rural	41
Article 8 – Indemnification	41
Section 8.1. Indemnification by the Company	41
Section 8.2. Indemnification by Investor	43
Section 8.3. Term of Indemnification	43
Section 8.4. Indemnifiable Loss	43
Section 8.5. Deductible and Maximum Amount of Indemnification	43
Section 8.6. Insurance; Tax Benefits; Subrogation	44
Section 8.7. Memorandum Account.	44
Section 8.8. Exclusive Remedy	44
Section 8.9. Losses Resulting from a Direct Claim	44
Section 8.10. Third-Party Claim against an Indemnified Party	45
Section 8.11. Third	46
Section 8.12. Maturity of an Indemnifiable Loss	48
Section 8.13. Payment of an Indemnifiable Loss to an Investor Indemnified Party	48
Section 8.14. Payment of	48
Section 8.15. Obligation to Mitigate Risks of Loss	49
Article 9 – Exit Put Option and Exit Call Option	49
Section 9.1. Exit Put Option and Exit Call Option.	49
Section 9.2. Exit Option Price	51
Section 9.3. Regulatory Approvals	52
Section 9.4. Exit Closing Date	52
Section 9.5. Escrow Deposit	54
Article 10 – Non Compete	55
Section 10.1. Non-compete	55
Article 11 – Indemnification after Exit Put Option or Exit Call Option	55
Section 11.1. Indemnification After Exit Put Option or Exit Call Option.	56



Section 11.2. Second Deductible	57
Section 11.3. New Maximum Amount of Indemnification	57
Section 11.4. Selling Shareholders Obligations	57
Section 11.5. Escrow Account	57
Section 11.6. Defense	57
Article 12 – Termination	58
Section 12.1. Termination	58
Section 12.2. Effect of Termination	58
Article 13 – Miscellaneous	58
Section 13.1. Governing Law	58
Section 13.2. Arbitration	58
Section 13.3. Entire Agreement	61
Section 13.4. Notices	61
Section 13.5. Parties in Interest; Assignment	63
Section 13.6. Amendments and Waivers.	63
Section 13.7. Agreement for the Parties’ Benefit Only; Non-Recourse.	64
Section 13.8. Specific Performance	64
Section 13.9. Severability	64
Section 13.10. Irreversible and Irrevocable Nature	64
Section 13.11. Taxes, Fees and Expenses	64
Section 13.12. Counterparts; Third Party Beneficiaries	65
Section 13.13. Intervening-Consenting Party	65
Section 13.14. Authorization to initialize	65

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SUBSCRIPTION AGREEMENT AND OTHER COVENANTS

This Subscription Agreement and Other Covenants (this “ Agreement ”) is entered into as of December 16, 2015, by and among:

(A) COMPASS MINERALS DO BRASIL LTDA , a company with headquarters and jurisdiction in the City of São Paulo, State of São Paulo, at Rua Desembargador do Vale, No. 800-A, part, Perdizes, Zip Code 05010-040, with its incorporation documents filed with the Commercial Registry of the State of São Paulo (JUCESP) under NIRE 35.228.562.332, on July 29, 2014, and enrolled in the Corporate Taxpayers’ Register of the Ministry of Finance (CNPJ/MF) under No. 20.730.868/0001-54 (“ Investor ”);

(B) Peach Tree LLC , a limited liability company duly incorporated and validly existing under the laws of the State of Delaware, in the United States of America, with registered office at 16192 Coastal Highway, Lewes, County of Sussex, Delaware 19958, United States of America, enrolled with the CNPJ/MF under nº 08.927.939/0001-08 (“ Peach ”);

(C) Amber International LLC , a Limited Liability Company organized and existing under the laws of the State of Delaware, with its registered office at 2711 Centerville Road Suite 400, Wilmington, Delaware 19808, United States of America, herein represented pursuant to its by-laws (“ Amber International ”);

(D) TRB Industries LLC , a company duly organized and existing in accordance with the laws of the State of Delaware, in the United States of America, with head offices at 300 Beach Drive, 33701, in the city of St. Petersburg in the State of Florida, in the United States of America, enrolled with the CNPJ/MF under nº 10.512.522/0001-26 (“ TRB Industries ”);

(E) Gerhard Walter Schultz , Brazilian, married, businessman, bearer of the Identity Card No. 6.931.515-2 SSP/SP, enrolled with the CPF/MF under No. 011.723.908-94, with offices at Av. Paulista 1754, 3 ^rd floor, CEP 01310-920, in the City of São Paulo, State of São Paulo (“ Gerhard ”);

(F) João Marcelino Ramos , Brazilian, widower, industrial, bearer of the Identity Card No. 8.975.746 SSP/SP, enrolled with the CPF/MF under No. 975.979.708-97, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Avenida Paulista, 1.754, 3 ^rd floor, CEP 01310-920 (“ Marcelino ”);

(G) Paulo César Cau , Brazilian, divorced, economist, bearer of the Identity Card No. 10.523.903-3 SSP/MG, enrolled with the CPF/MF under No. 981.633.618-91, resident and domiciled at Alameda Ribeirão

(H) Preto, 546, apartment 10, Bela Vista, in the City of São Paulo, State of São Paulo (“ Cau ”); and

(I) Tantalun Inc. , a company duly organized and existing in accordance with the laws of British Virgin Islands, with its registered office at Marcy Building, 2 ^nd floor, Purcell State, P.O. Box 2416, Road Town, Tortola, British Virgin Islands, enrolled with the CNPJ/MF under No. 22.031.000/0001-91 (“ Tantalun ” and, jointly with Peach, Amber International, TRB Industries, Gerhard, Marcelino and Cau, the “ Initial Shareholders ” and each individually, a “ Initial Shareholder ”); and

as intervening party,

(J) Produquímica Indústria e Comércio S.A. , a Brazilian corporation, with its head offices in the City of São Paulo, State of São Paulo, Brazil, at Av. Paulista, 1.754, 4º andar, CEP 01310-200, enrolled with CNPJ/MF under No. 60.398.138/0001-12 (“ Intervening Party ”, “ Produquímica ” or “ Company ”);

Initial Shareholders and Investor are referred to herein, individually, as a “ Party ” and, jointly, as the “ Parties ”.

RECITALS

(i) Whereas, the Initial Shareholders are the legal holders and registered owners of all of the forty-seven million, sixty-seven thousand, seven hundred and eigth (47,067,708) issued and outstanding common shares of the Company, divided in the proportion described in Exhibit (i), representing one hundred percent (100%) of the total voting and share capital of the Company;

(ii) Whereas, as a result of a redemption of shares of the Company to be implemented before or on Closing and issuance of new shares pursuant to the exercise of warrants (bônus de subscrição), on the Closing Date the Initial Shareholders will be the legal holders and registered owners of thirty eigth million, eigth hundred and sixty eigth thousand, one hundred seventy-one (38,868,171) shares divided in the proportion described in Exhibit (i), representing one hundred percent (100.00%) of the voting capital stock and ninety-seven point seventeen percent (97.17%) of the total share capital of the Company, which on the Closing Date will be represented by a total of forty million, one hundred and seventy one (40,000,171) issued and outstanding shares (“ Issued Shares ”), of which one million one hundred and thirty two thousand (1,132,000) preferred shares divided in the proportion described in Exhibit (i);

(iii) Whereas, the Investor desires to subscribe for newly issued shares of the Company, free and clear of Liens, subject to the terms and conditions of this Agreement;

(iv) Whereas, the Parties agree that the amounts received by the Company as result of the subscription by Investor have the primary goal to reduce Company’s financial indebtedness;

Now, therefore, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged by each Party, and therefore, being legally bound hereby, the Parties agree as follows:

ARTICLE 1 – DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions . As used herein, the following terms shall have the following meanings:

“ Accounting Expert ” shall have the meaning ascribed to it in Section 3.3.4 .

“ Actual Adjusted EBITDA ” shall have the meaning ascribed to it in Section 3.3.1 .

“ Actual Net Debt ” shall have the meaning ascribed to it in Section 3.3.1 .

“ Additional Purchase Price ” shall have the meaning ascribed to it in Exhibit J .

“ Additional Shares ” shall have the meaning ascribed to it in Exhibit J .

“ Affiliate ” means, in relation to any Person, any other Person that (i) directly or indirectly Controls such first Person, (ii) is Controlled, directly or indirectly, by such first Person, or (iii) is under, direct or indirect, common Control with such first Person.

“ Agreement ” shall have the meaning ascribed to it in the Preamble.

“ Amber International ” shall have the meaning ascribed to it in the Preamble.

“ Applicable Law ” means any constitution, statute, law, regulation, rule, ruling, order, injunction, judgment or decree of or by any Governmental Authority.

“ Arbitral Tribunal ” shall have the meaning ascribed to it in Section 13.2.2 .

“ Arbitration Chamber ” shall have the meaning ascribed to it in Section 13.2 .

“ Business Day ” means any day (excluding Saturdays and Sundays) on which commercial banks generally are open for the transactions of normal banking business in the cities of São Paulo, State of São Paulo, Brazil and New York, United States of America.

“ Cash ” means (i) cash in hand at the Company and its Subsidiaries to which they are beneficially entitled; (ii) cash at banks credited to accounts in the name of the Company and its Subsidiaries, to which they are beneficially entitled and which is repayable on demand; (iii) time deposits at banks credited to accounts in the name of the Company and its Subsidiaries, to which they are beneficially entitled on demand or upon maturity of such deposits; (iv) marketable securities to which the Company and its Subsidiaries are beneficially entitled, including, for the avoidance of doubt, investments in money market funds and (v) any pending payment of any shares of the Company that were issued and subscribed until the date hereof. The definition of Cash shall also comprise fifty per cent (50%) of the Cash of Fermavi, without duplication.

“ Cau ” shall have the meaning ascribed to it in the Preamble.

“ CCBC ” shall have the meaning ascribed to it in Section 13.2 .

“ Claim ” means any litigation, action, suit, proceeding, investigation, judicial or administrative claim commenced, brought or conducted by or before or with any court or other Governmental Authority, or any arbitration proceeding.

“ Closing ” shall have the meaning ascribed to it in Section 3.1 .

“ Closing Date ” shall mean December 29, 2015 or any other date mutually agreed upon by the Parties but which shall under no circumstances be earlier than December 21, 2015, which is the date up to which the closing of the Transaction shall occur.

“ Company ” shall have the meaning ascribed to it in the Preamble.

“ Confidentiality Agreement ” shall mean the Confidentiality Agreement, dated May 28, 2014, entered into by and among Produquímica and Compass Minerals International, Inc., as amended on October 15, 2015.

“ Contract ” means any agreement, undertaking, contract, obligation, promissory note, letter of credit, indenture, financial instrument, lease, license or other instrument or document or any other arrangement or

written agreement by which the Company and/or any of its Subsidiaries or any of their property or assets is bound or subject.

“ Control ” means, in relation to a Person, (i) the direct or indirect ownership of more than fifty percent (50%) of the total voting securities of such Person; or (ii) the direct or indirect possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Terms deriving from Control, such as “Controlled” and “Controlling”, shall have a meaning analogous to Control.

“ Converted Exit Option Price ” shall have the meaning ascribed to it in Section 9.2.3 .

“ Deductible ” shall have the meaning ascribed to it in Section 8.5.1 .

“ Deloitte ” means Deloitte Touche Tohmatsu Auditores Independentes.

“ Direct Claim ” shall have the meaning ascribed to it in Section 8.9 .

“ Dispute ” means any controversy, claim, disagreement, failure to reach a decision, or dispute hereunder.

“ EBITDA ” means the results of operating activities plus depreciation and amortization as defined in Exhibit G .

“ Environment ” means any ambient, soils, land surface or subsurface strata, surface water, drinking water, sediments, groundwater, outdoor atmosphere, flora, fauna and urban space, workplace or indoor air, and in connection with real property their physical buildings, including the sewer, septic and waste treatment, storage or disposal systems servicing any property.

“ Environmental Claim ” means any claim, action, cause of action, investigation or notice by any Governmental Authority alleging potential Liability (including, without limitation, potential Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (i) the presence, release of any hazardous substances, or (ii) circumstances forming the basis of any violation of any Applicable Law.

“ Equipment ” means all plant, equipment and tangible personal property used or held for use primarily in the business by Produquímica and/or its Subsidiaries.

“ Escrow Amount ” shall have the meaning ascribed to it in Section 9.5 .

“ Estimated Net Debt ” shall have the meaning ascribed to it in Section 2.2 .

“ Estimated Adjusted EBITDA ” shall have the meaning ascribed to it in Section 2.2 .

“ Excess Purchase Price ” shall have the meaning ascribed to it in Exhibit J .

“ Excess Shares ” shall have the meaning ascribed to it in Exhibit J .

“ Exit Call Option ” shall have the meaning ascribed to it in Section 9.1 .

“ Exit Closing Date ” shall have the meaning ascribed to it in Section 9.4 .

“ Exit Option Price ” shall have the meaning ascribed to it in Section 9.2 .

“ Exit Option Notice ” shall have the meaning ascribed to it in Section 9.2.2 .

“ Exit Put Option ” shall have the meaning ascribed to it in Section 9.1 .

“ Fermavi ” means Fermavi Eletroquímica Ltda., a limited liability legal entity enrolled under the CNPJ/MF under number 023.759.905/0001-45, with address at Rua Jose Thomaz Lara, 445, Parque Rinaldo district, Varginha – MG, Brazil, which fifty percent (50%) equity stake is held by the Company.

“ Fermavi EBITDA ” means the EBITDA of Fermavi, as derived from Fermavi’s financial statements.

“ Final Exit Option Price ” shall have the meaning ascribed to it in Section 9.4.1 .

“ Financial Statements ” means the audited financial statements of Produquímica and of Fermavi for December 31, 2014 and the interim financial statements of Produquímica and of Fermavi for September 30, 2015, attached hereto as Exhibit A .

“ Financing Agreements ” means the financing agreements listed in Schedule 4.7.1(b) .

“ Gerhard ” shall have the meaning ascribed to it in the Preamble.

“ Government Official ” means any Person that is (a) an official, employee or representative of any Governmental Authority, or (b) any director, officer, employee or representative of any organization

considered as a Governmental Authority, or (c) a candidate for political office, or (d) a temporary occupant of any such position, or (e) other individual related to a given Person including any relative of such Person as well as any legal entity whose interests are wholly or partially owned by any such given Person and/or their relatives.

“ Governmental Authority ” means any federal, national, state, municipal, local or similar government, governmental, regulatory, administrative, tax or arbitral authority, agency, court or tribunal in Brazil or abroad. Any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any political party or agency (including those international agencies or organizations that have similar status to a government, such as UN, WTO, IMF, etc), department, board or commission, or any applicable self-regulatory organization, organizations maintained mostly with public funds, including state companies, semi-state/mixed-capital entities or any providers of public service under concession regime (and, in each case herein described, any department, body or subdivision of any such Governmental Authority).

“ Governmental Order ” means any order, judgment, injunction, decree, or award entered by, issued or granted by any Governmental Authority.

“ Gross Debt ” means the Indebtedness of (i) the Company and its Subsidiaries, plus (ii) fifty per cent (50%) of the Indebtedness of Fermavi as set forth in Exhibit B .

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and in accordance with accounting practices adopted in Brazil as consistently applied by the Company.

“ Indebtedness” means, as of the relevant date, and with respect to any Person, and without duplication: (i) the outstanding principal of and premium and/or penalties (if any) and all accrued and unpaid interest in respect of such Person for borrowed money; (ii) all obligations of such Person in respect of letters of credit, debenture, notes including promissory notes, mortgages, bond, commissions on foreign loans or other similar instruments; (iii) any obligations of such Person that are required to be classified and accounted for as a capitalized lease ( leasing operacional ) for financial reporting purposes in accordance with IFRS; (iv) the debt of other Persons to the extent guaranteed directly or indirectly by such Person, except for guarantees under Credito Rural ; (v) to the extent not otherwise included in this definition, net obligations of such Person under any derivative contract, foreign exchange contract, currency swap agreement or other similar agreement and any agreement on interest rate (i.e., hedge, protection, option, future, swap, cap, collar or otherwise) or other similar agreement or agreement as to which such Person is a party or a beneficiary (the amount of any

such obligations to be equal at any time to the termination value of such agreement or agreement giving rise to such obligation that would be payable by such Person at such time); (vi) the outstanding principal of, and/or penalties (if any) and all accrued and unpaid interest in respect of, any overdue Taxes owed by such Person; (vii) any interest over capital ( juros sobre capital próprio ) and dividends declared but not paid exclusively applicable to the Company; and (viii) any obligation related to unpaid balance of credit assignment made by a Person to another Person.

“ IGP-M ” means the Market General Price Index calculated by Fundação Getúlio Vargas (FGV).

“ Indemnifiable Loss ” shall have the meaning ascribed to it in Section 8.4 .

“ Indemnified Party ” shall have the meaning ascribed to it in Section 8.3 .

“ Indemnifying Party ” shall have the meaning ascribed to it in Section 8.10.1 .

“ Indemnification Period ” shall have the meaning ascribed to it in Section 8.3 .

“ Initial Shareholder(s) ” shall have the meaning ascribed to it in the Preamble.

“ Initial Shareholders Indemnified Party(ies) ” shall have the meaning ascribed to it in Section 8.2 .

“ Insurance Policies ” shall have the meaning ascribed to it in Section 4.15 .

“ Intellectual Property ” means, collectively, all intellectual property, industrial property and other similar proprietary rights, whether registered or unregistered, including: (i) patents and patent applications, including reissues, divisions, continuations, continuations in part, renewals, extensions and reexaminations of any of the foregoing, and the inventions and discoveries therein; (ii) Trademarks; (iii) copyrights and copyrightable works (including copyrights in software (in any form including source code and executable or object code), databases, applications, code, systems, networks, website content, documentation and related items), and copyright registrations and applications, including renewals, and extensions of the foregoing; (iv) website domain names and (v) trade secrets, formulas, methods, processes, protocols, specifications, know-how and other confidential and proprietary information.

“ Intervening Party(ies) ” shall have the meaning ascribed to it in the Preamble.

“ Investigation ” shall have the meaning ascribed to it in Section 4.20 .

“ Investor ” shall have the meaning ascribed to it in the Preamble.

“ Investor Indemnified Party(ies) ” shall have the meaning ascribed to it in Section 8.1.1.

“ Issued Shares ” shall have the meaning ascribed to it in the Recitals.

“ KPMG ” means KPMG Auditores Independentes.

“ Knowledge ” of a Person shall mean with respect to an individual and/or entity, the actual knowledge of such individual and/or the knowledge that should be obtained by the executive officers ( Diretoria ) of such entity by virtue of such person’s position, duties or responsibilities according to standards of Applicable Laws, including the knowledge obtained after due inquiry.

“ Leased Real Property ” means land leased, free-leased or rented by or for Produquímica or any of its Subsidiaries entities as tenant, together with the buildings, structures, fixtures, building systems and Equipment currently or hereafter located thereon and other rights appurtenant thereto.

“ Liability ” shall mean any debt, liability, commitment, obligation and Claim, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued.

“ Lien(s) ” means any encumbrance, lien (statutory or other) of any kind or nature whatsoever (including any conditional sale or other title retention agreement or any other contractual or statutory arrangement or provision having substantially the same economic effect as any of the foregoing), including but not limited to a lien, pledge, charge, security interest, mortgage, guarantee, warrant, purchase right, options, priority rights, preemptive rights and/or transfer restrictions, right of first offer, right of first refusal, preferred right to negotiate or acquire, claim, chattel mortgage ( alienação fiduciária ), seizure, lease, sublease, enrollment, usufruct, easement ( servidão ), adverse possession, voting agreement, option restrictions on transfer, as created as a result of contractual provisions or decisions rendered by any Governmental Authority.

“ Losses ” means any payment for actually incurred losses, damages, penalties, fines, settlement payments, awards, judgments, demands, claims, assessments or deficiencies (including interest and penalties recovered by a third party with respect thereto, consultants’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights with respect thereto), reasonable costs and expenses, including reasonable attorneys’ fees and court costs, except for any loss of profits, indirect, consequential, incidental, special, punitive or related losses and/or damages.

“ Majority Block Shareholders ” means Peach, Amber International, Tantalun and Gerhard, jointly referred.

“ Marcelino ” shall have the meaning ascribed to it in the Preamble.

“ Material Contracts ” shall have the meaning ascribed to it in Section 4.7.1 .

“ Maximum Interest ” shall have the meaning ascribed to it in Section 2.2 .

“ Memorandum Account ” shall have the meaning ascribed to it in Section 8.7 .

“ Minimum Interest ” shall have the meaning ascribed to it in Section 2.2.

“ Net Debt ” means Gross Debt less Cash.

“ New Memorandum Account ”, shall have the meaning ascribed to it in Section 11.1 .

“ Notice of Direct Claim ” shall have the meaning ascribed to it in Section 8.9 .

“ Notice of Third-Party Claim ” shall have the meaning ascribed to it in Section 8.10.1 .

“ Objection Notice ” shall have the meaning ascribed to it in Section 3.3.2 .

“ Original Shareholders’ Agreement ” shall mean the new shareholders agreement executed by Peach, Amber International, Tantalun, TRB Industries, Gerhard, Marcelino and Cau, on December 12, 2015, which will be filed at the headquarters of the Company prior to Closing pursuant to and for the purposes of Article 118 of the Brazilian Corporations Law.

“ Owned Real Property ” means the land, together with the buildings, structures, fixtures, building systems and Equipment currently or hereafter located thereon and all easements and other rights appurtenant thereto owned by Produquímica and/or its Subsidiaries.

“ Party(ies) ” shall have the meaning ascribed to it in the Preamble.

“ PDQ Business ” means the activities of the Company as of the date hereof relating to the research, development, manufacturing, marketing, distribution, sale, import and export, within Brazil, of plant and animal nutrients, fertilizers and/or other substances, which are registered by the Company as of the date hereof with MAPA (Brazilian Ministry of Agriculture, Livestock and Food Supply – Ministério da

Agricultura, Agropecuária e Desenvolvimento ), used in agriculture and livestock raising industries, as well as the development, research, manufacturing, marketing, distribution, sale, import and export, of caustic soda, chlorine and chlorine derivatives, and water treatment products and services.

“ Peach ” shall have the meaning ascribed to it in the Preamble.

“ Pending Claims ” shall have the meaning ascribed to it in Section 11.5 .

“ Permits ” shall have the meaning ascribed to it in Section 4.11.1 .

“ Person ” means any Governmental Authority or any individual, firm, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization or other entity or organization, whether or not a legal entity.

“ Personnel ” means the employees and other Persons as listed in Schedule 4.10(a) , who are engaged in the operation of the Company and its Subsidiaries as of the date set forth on such Schedule.

“ Post-Closing Adjustment ” shall have the meaning ascribed to it in Section 3.4 .

“ Post-Closing Notice ” shall have the meaning ascribed to it in Section 3.3.1 .

“ Produquímica ” shall have the meaning ascribed to it in the Preamble.

“ Purchase Price ” shall have the meaning ascribed to it in the Share Purchase Agreement.

“ PwC ” means PricewaterhouseCoopers.

“ Real Property ” means all Owned Real Property and all Leased Real Property.

“ Reais ” means the currency in full force and effect in the Federative Republic of Brazil.

“ Redemption of Shares ” means the redemption of a certain number of Subscribed Shares to be defined pursuant to the Post-Closing Adjustment, as set forth in Exhibit I , for the aggregate redemption price of one hundred Reais (R$ 100.00), to be approved by the Parties at the General Shareholders Meeting described in Exhibit J .

“ Registered IP ” shall have the meaning ascribed to it in Section 4.18.1 .

“ Related Party ” means, with respect to a Person, (i) any of its Affiliates, (ii) any director, officer, manager or employee of such Person or any of the Persons referred to in item (i), (iii) any spouse or relative up to the third degree of consanguinity of any of the Persons referred to in items (i) or (ii) above, and (iv) any Affiliates of any of the Persons referred to in items (ii) and (iii) above.

“ Representative ” means, with respect to any Person, any officer, director, principal, attorney, advisor, employee, or agent of such Person.

“ Review Period ” shall have the meaning ascribed to it in Section 3.3.2 .

“ Rules ” shall have the meaning ascribed to it in Section 13.2 .

“ Second Deductible ” shall have the meaning ascribed to it in Section 11.2 .

“ Selling Shareholders ” means all shareholders of the Company, except for the Investor.

“ Shareholders’ Agreement ” means the shareholders’ agreement of the Company, in the form of Exhibit D, that shall be entered into by and between the Investor and the Majority Block Shareholders on the Closing Date.

“ Share Price ” shall have the meaning ascribed to it in Section 2.1 .

“ Share Purchase Agreement ” means the Share Purchase and Sale Agreement and Other Covenants that will be executed on the date hereof by and among the Initial Shareholders and the Investor, by means of which the Investor shall purchase a certain number of additional shares issued by the Company.

“ Shortfall Shares ” shall have the meaning ascribed to it in Exhibit J .

“ Subscribed Shares ” shall have the meaning ascribed to it in Section 2.1 .

“ Subscription General Shareholders Meeting ” shall have the meaning ascribed to it in Section 2.1.1 .

“ Subscription Amount ” shall have the meaning ascribed to it in Section 2.1 .

“ Subsidiary ” or “ Subsidiaries ” shall have the meaning ascribed to it in Section 4.6 .

“ Surplus Purchase Price ” shall have the meaning ascribed to it in Exhibit J .

“ Tantalun ” shall have the meaning ascribed to it in the Preamble.

“ Tax ” or “ Taxes ” means, pursuant to Applicable Law, any taxes, direct or indirect, social security contributions, charges, duties, fines or penalties imposed by any Governmental Authority, including, without limitation, any income, gross receipts, sales, use, donations, transfer, gains, value added, goods and services, profits, license, withholding, payroll, direct placement, employment, severance, stamp, procurement, occupation, premium, property, custom, duty or other tax, together with any interest, penalties or charges with respect thereto.

“ Tax Return ” means any returns, reports, declarations, statements, bills, schedules, or claims for refund or with respect to any Tax that is required to be delivered to any Governmental Authority.

“ Technology Systems ” shall mean electronic data processing, information, services, record-keeping, communications, telecommunications, hardware, third party and proprietary software, networks and computer systems, including any outsourced systems or services.

“ Third-Party Claim of the Company ” shall have the meaning ascribed to it in Section 8.11 .

“ Third-Party Claim Received by Indemnified Party ” shall have the meaning ascribed to it in Section 8.10 .

“ Trademarks ” means all trademarks, tridimensional trademarks certification marks, collective marks, trade dress, trade names, corporate names and other source identifiers, and any and all common law rights thereto, and registrations and applications for registration of any of the foregoing, including renewals, and the goodwill of the business appurtenant thereto.

“ Transaction ” shall have the meaning ascribed to it in Section 2.1 .

“ TRB Industries ” shall have the meaning ascribed to it in the Preamble.

“ Valuation Multiple ” shall have the meaning ascribed to it in Section 9.2.1 .

Section 1.2. Rules of Construction .

1.2.1. Unless otherwise specified, all article, section, exhibit and schedule references used in this Agreement are to articles, sections, exhibits and schedules to this Agreement, which are hereby incorporated by reference into this Agreement and form an integral part hereof.

1.2.2. Any fact or item disclosed in any Schedule and/or Exhibit hereof shall not by reason only of such inclusion be deemed to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

1.2.3. The term “ includes ” or “ including ” shall mean “ including without limitation .” The words “ hereof ,” “ hereto ,” “ hereby ,” “ herein ,” “ hereunder ” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

1.2.4. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next Business Day. Any and all time period set forth in this Agreement shall be counted pursuant to Article 132 of the Brazilian Civil Code (Law No. 10,406/2002).

1.2.5. Reference to a given agreement, instrument, document or Applicable Law is a reference to that agreement, instrument, document or Applicable Law as validly modified, amended, supplemented and restated through the date as of which such reference is made and, as to any Applicable Law, any successor Applicable Law.

1.2.6. Except if otherwise stated herein, the captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

ARTICLE 2 – SUBSCRIPTION OF SHARES AND PAYMENT

Section 2.1. Investment Framework . Upon the terms and subject to the conditions of this Agreement on the Closing Date, the Investor hereby irrevocably undertakes to make an investment in the Company in the total amount of three hundred seventy-five million Reais (R$ 375,000,000) (“ Subscription Amount ”). In order to consummate the transaction set forth in this Agreement, the Parties agree that (i) the Investor shall, pursuant to the terms of this Agreement, with respect to the Subscription Amount, subscribe for sixteen million, three hundred forty-eight thousand, eight hundred forty-one (16,348,841) newly issued convertible

redeemable, as set forth in Section 2.1.3 , preferred class B voting shares of the Company (“ Subscribed Shares ”) at a price of R$ 22,9374058 per share (“ Share Price ”), representing, on the Closing Date and until the final settlement of the Post-Closing Adjustment, twenty-nine point zero one percent (29.01%) of the Company’s total issued and outstanding share capital and twenty-nine point sixty-one percent (29.61%) of the Company’s total issued and outstanding voting capital, which shall be fully subscribed for and paid by Investor on the Closing Date; (ii) the Initial Shareholders shall, pursuant to the terms of this Agreement, on the Closing Date, cause the Company to issue the Subscribed Shares; (iii) the Initial Shareholders and Investor, shall execute the Share Purchase Agreement and (iv) the Majority Block Shareholders and Investor shall, on the Closing Date, execute the Shareholders’ Agreement (“ Transaction ”).

2.1.1. On the Closing Date, and as a condition for the subscription by the Investor of the Subscribed Shares and payment of the Subscription Amount, the Initial Shareholders shall hold an Extraordinary General Shareholders’ Meeting of the Company, substantially in the form of Exhibit C (“ Subscription General Shareholders Meeting ”), and approve (i) the creation of a new class B of convertible redeemable preferred voting shares of the Company, (ii) a capital increase of the Company in an amount equal to the Subscription Amount, through the issuance of the Subscribed Shares, (iii) the increase of the number of members of the Board of Directors of the Company to five (5) members, (iv) the appointment of new members to the Board of Directors of the Company by the Investor as determined in the Shareholders’ Agreement, and (v) the relevant amendment and restatement of the Company’s by-laws substantially in the form of Exhibit C .

2.1.2. The Investor irrevocably and irreversibly undertakes to subscribe for all Subscribed Shares and pay the Subscription Amount in full on the Closing Date. The Subscribed Shares shall simultaneously be issued and delivered free and clear of any Lien (except for the Shareholders’ Agreement), with all rights inherent to the Subscribed Shares, including any equity interest in the Company, the right to vote, and the right to receive profits, as further described in the Company’s by-laws, the Shareholders’ Agreement and the Brazilian Corporations Law (Law No. 6,404/1976).

2.1.3. The Subscribed Shares may only be redeemed in the event of, and for the exclusive purpose of the full Redemption of Shares, and in accordance with the terms of the Post-Closing Adjustment as set forth herein. On the General Shareholders Meeting described in Exhibit J , as applicable, the Subscribed Shares held by the Investor on such date shall be converted into common shares of the Company, as adjusted by the Post-Closing Adjustment as set forth in Section 3.4 below. For the purpose of implementing the Post-Closing Adjustment the Initial Shareholders and the Investor hereby agree to vote, as applicable, (a) for the approval of the redemption of Subscribed Shares, (b) for the approval of the conversion of the Subscribed Shares into common shares, and (c) for the approval of the capital increase or capital reduction, as the case

maybe, provided that all of (a), (b) and (c) of the preceding sentence, shall be made in accordance with the provisions of this Agreement.

2.1.4. The Initial Shareholders expressly waive any preemptive rights they may have in relation to the subscription, by the Investor, of the (a) Subscribed Shares, and/or (b) the capital increase for implementation of the adjustments set forth in Exhibit J , and commit to obtain express written waiver of any preemptive right held by any Person in connection with the subscription of the Subscribed Shares as set forth in Section 3.2(vi) .

2.1.5. The Investor and the Majority Block Shareholders shall execute, on the Closing Date, the Shareholders’ Agreement, in the form of Exhibit D , in order to establish the rules that will govern their relationship as shareholders of the Company.

Section 2.2. Equity Interest . Subject to the terms and conditions of this Agreement, the number of Subscribed Shares (and the corresponding equity interest acquired by the Investor in the Company) and the Share Price were calculated as detailed in Exhibit E and were based on (i) the estimated adjusted EBITDA of the Company for the year ended December 31, 2015, in the total amount of R$ 185 million (“ Estimated Adjusted EBITDA ”), multiplied by 9.5x, less (ii) the estimated Net Debt of the Company as of December 31, 2015, in the total amount of R$ 840 million (“ Estimated Net Debt ”), both of which were calculated in good faith pursuant to the method described in Exhibits B and G . The final equity interest of the Investor in the Company will be subject to the Post-Closing Adjustment in accordance with Section 3.4 below and in no circumstance whatsoever, by virtue of the Post-Closing Adjustment, the equity interest to be held by Investor shall be lower than 35% (thirty five per cent) of the Company’s total share capital (“ Minimum Interest ”) or higher than 47,5% (forty seven and a half per cent) of the Company’s total voting capital (“ Maximum Interest ”).

ARTICLE 3 – CLOSING CONSUMMATION AND POST-CLOSING PRICE ADJUSTMENT

Section 3.1. Closing . Upon the terms of this Agreement, the closing of the Transaction set forth in this Agreement, the Share Purchase Agreement and the Shareholders’ Agreement (“ Closing ”) shall take place at 10:00 a.m., on the Closing Date, at the offices of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, located at Alameda Joaquim Eugênio de Lima, 447, in the City of São Paulo, State of São Paulo, Brazil, or as otherwise agreed by the Parties.

3.1.1. During the period comprised between the date of execution of this Agreement and the Closing Date, the Initial Shareholders undertake to carry on the Company’s business as currently conducted and only in

the ordinary course of business, it being understood as not taking any of the actions listed in Sections 3.01(a) or 4.04 of the Shareholders’ Agreement, except for the actions listed in Exhibit F , which shall not require prior approval of the Investor, however shall be informed to the Investor. The Parties agree that the negotiation and amendment of the lease agreement for the purposes of complying with Section 7.5 and hedging the debt according to Section 7.4 can be taken without prior approval of the Investor, however shall be informed to the Investor.

Section 3.2. Closing Obligations . At the Closing, the following actions and transactions shall be carried out, which actions and transactions shall all be deemed to take place simultaneously and no action or transaction shall be deemed to have been completed or any document delivered until such actions and transactions have been completed and the required documents delivered:

(i) The Initial Shareholders shall hold the Subscription General Shareholders Meeting, and approve the matters set forth in Section 2.1.1 ;

(ii) Investor shall execute the subscription instrument ( boletim de subscrição ) attached to the minutes of the Subscription General Shareholders Meeting, and deliver it to the Company;

(iii) Investor shall pay the Subscription Amount, in full, in Reais, through an electronic wire transfer of immediately available funds, to the Company’s bank account described in Exhibit H ;

(iv) The Parties and the Company shall cause Itaú Unibanco to register the subscription and payment of the Subscribed Shares in the Company’s Share Registry with Itaú Unibanco in its capacity of book-keeping agent ( escriturador ) in charge of the registration of the Company’s shares, therefore delivering the ownership of the Subscribed Shares to Investor, free and clear of Liens (except for the Shareholders’ Agreement);

(v) The Investor and the Majority Block Shareholders shall execute the Shareholders’ Agreement, in the form of Exhibit D ; and

(vi) Initial Shareholders shall have obtained from the holders of non-voting preferred shares under the stock option agreement or warrants ( bonus de subscrição ) of the Company, express written waiver of any preemptive rights they may have in connection with the (a) subscription of new common shares by the Investor as a result of the implementation of the Post-Closing Adjustment as detailed in Exhibit J and (b) subscription of the Subscribed Shares.

3.2.1. The payment of the Subscription Amount shall be received by the Company as follows: (i) one hundred Reais (R$ 100.00) shall be received as goodwill ( ágio ) and accounted for as a capital reserve, and (ii) the remaining balance shall be received as payment for the Subscribed Shares and booked as capital stock.

3.2.2. The Minutes of the Subscription General Shareholders Meeting will be drawn up in the Book of Minutes of Shareholders’ Meetings of the Company and submitted to the Board of Trade of São Paulo within five (5) Business Days after the Closing Date, at the sole expense of the Company.

3.2.3. The Parties hereby undertake to execute and sign any other instrument or document, as well as to provide all the applicable filings, registries and records that are necessary for this Agreement, the minutes of the Subscription General Shareholders Meeting and the Shareholders’ Agreement to become valid and effective, including, but not limited to, any amendment that may possibly be required in order to fulfill a requirement of any applicable Governmental Authority.

Section 3.3. Actual Adjusted EBITDA and Actual Net Debt .

3.3.1. Within five (5) days of the earlier of (i) the issuance of the audited financial statements of the Company and Fermavi for the year ended on December 31, 2015, or (ii) March 31, 2016, the Parties shall cause the Company to prepare in good faith and deliver to the Initial Shareholders and the Investor, based on the audited financial statements of the Company and Fermavi for the year ended on December 31, 2015, prepared in conformity with IFRS, the following calculation, which shall be sent by the Company to the Investor and to the Initial Shareholders (“ Post-Closing Notice ”), which shall contain a statement of a duly authorized officer of the Company setting forth, in reasonable detail, (i) the calculation of the actual adjusted EBITDA of the Company, in Reais, for the year ended on December 31, 2015 (“ Actual Adjusted EBITDA ”), calculated in good faith pursuant to the method described in Exhibit G hereto, and (ii) the calculation of the actual Net Debt of the Company, in Reais, as of December 31, 2015, adjusted by the Subscription Amount (“ Actual Net Debt ”), calculated in good faith pursuant to the method described in Exhibit B hereto. The Parties hereby acknowledge and agree that, for the purposes of the Post-Closing Adjustment Calculation, (a) the Actual Adjusted EBITDA shall, in any event, be limited to the maximum amount of two hundred million Reais (R$ 200,000,000) and any variation above such limit shall not have any effect to the Post-Closing Adjustment and (b) the Actual Net Debt shall not be, in any event, less than eight hundred million Reais (R$ 800,000,000) and any variation below such limit shall not have any effect to the Post-Closing Adjustment.

3.3.2. If the Parties disagree with any of the calculations of (i) the Actual Adjusted EBITDA and/or (ii) the Actual Net Debt, the disagreeing Party shall deliver to the other Party and the Company a written notice of such disagreement (the “ Objection Notice ”) no later than the date that is fifteen (15) Business Days after receipt of the Post-Closing Notice (such fifteen (15) Business Days period, the “ Review Period ”). The Objection Notice shall set forth (i) any such disagreement, (ii) the calculation, as the case may be, of the Actual Adjusted EBITDA and/or of the Actual Net Debt, and (iii) the specific basis for such disagreement. During the Review Period, the Parties shall be permitted full access during normal business hours to (i) the books and records of the Company, including all supporting documentation used by the Company in preparation of the Actual Adjusted EBITDA and/or of the Actual Net Debt, and (ii) the accounting personnel of the Company involved in the preparation of the Post-Closing Notice.

3.3.3. Upon receipt of the Objection Notice, Investor and Initial Shareholders shall negotiate in good faith to resolve any such disagreement. Any determination of the Actual Adjusted EBITDA or the Actual Net Debt agreed to in writing by Investor and Initial Shareholders shall be final, non-appealable and binding upon such Parties and their successors and assignees for the purposes of this Agreement and of the Share Purchase Agreement.

3.3.4. If Investor and Initial Shareholders are unable to resolve any disagreement as contemplated by Section 3.3.2 within ten (10) Business Days after delivery of the Objection Notice, then Investor and Initial Shareholders shall cause the Company to, within five (5) Business Days following the expiration of such ten (10) Business Days period, submit the matter for determination to KPMG, and, if KPMG is not available, Deloitte, and if Deloitte and KPMG are not available, PwC. The accounting firm appointed in accordance herewith shall be referred to herein as the “ Accounting Expert ”. The Accounting Expert shall only consider those items of the Actual Adjusted EBITDA and/or Actual Net Debt calculated according to Exhibits B and G and those amounts as to which the Initial Shareholders and the Investor have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement (including the definitions set forth herein) and with the application of IFRS as consistently applied in the preparation of the Financial Statements. The Accounting Expert shall act only as an expert and not as an arbitrator and is expressly limited to the selection of either the Investor’s position or the position of the Initial Shareholders on a disputed item (or a position in between the positions of the Initial Shareholders and the Investor) and it shall thus select as a resolution for each disputed matter the position of either the Initial Shareholders or the Investor (or a position in between the positions of the Initial Shareholders and the Investor) based solely on presentations and supporting material provided by the Investor and the Initial Shareholders and not pursuant to any independent review. The Accounting Expert may not impose an alternative resolution outside those bounds. The fees, costs and expenses of the Accounting Expert shall be borne by the Company.

3.3.5. The Parties shall cooperate in good faith with the Accounting Expert in the carrying out of its mandate and shall furnish or cause the Company to furnish such Accounting Expert with such accounting data and other information as the Accounting Expert may reasonably request for the purposes of carrying out its mandate hereunder. The Accounting Expert shall have full access to the documents and personnel referred to in Section 3.3.2 above and the other written information exchanged between the Company, the Investor and Initial Shareholders.

3.3.6. Subject to the terms of Accounting Expert’s mandate set forth under Section 3.3.4 , the Parties shall jointly instruct the Accounting Expert to determine, as soon as practicable and in any event no later than Fifteen (15) Business Days (or such other time as the Parties hereto shall agree in writing) after its engagement, the definitive amounts of the Actual Adjusted EBITDA and/or the Actual Net Debt. Subject to Section 3.3.4 , the Accounting Expert shall provide the Parties with a written explanation in reasonable detail of the calculation of each of the Actual Adjusted EBITDA and/or the Actual Net Debt, as applicable.

3.3.7. If any of the Parties does not agree with the conclusion of the Accounting Expert, the disagreement shall be subject to Arbitration as set forth in Section 13.2 below.

Section 3.4. Post-Closing Adjustment . Upon final definition of the Actual Adjusted EBITDA and the Actual Net Debt, pursuant to Section 3.3 above, the Parties shall proceed as set forth in Exhibit J (“ Post-Closing Adjustment ”).

ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Produquímica hereby represents and warrants to the Investor, as of the date hereof (or as of such other date as may be expressly provided in any representation or warranty, including Schedule 4.20 ) as set forth below. Matters specifically disclosed as part of the Schedules hereto (whether provided therein or expressly incorporated therein by express reference to materials annexed thereto) shall be deemed to be properly disclosed.

Section 4.1. Organization, Power and Authority . Produquímica and each of its Subsidiaries is duly incorporated and validly existing under the Applicable Laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its respective business as currently conducted. Produquímica has the requisite corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement

and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Produquímica.

Section 4.2. Enforceability . This Agreement has been duly and validly executed and delivered by Produquímica and constitutes a valid and binding agreement of Produquímica in Brazil enforceable against Produquímica and, to the extent applicable to its Subsidiaries, in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws that affect creditors’ rights generally.

Section 4.3. No Violation or Breach . Neither the execution or delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions of this Agreement by Produquímica shall (i) result in a violation or breach of or default under any provision of the by-laws of Produquímica and/or any of its Subsidiaries; (ii) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, require any additional approval under, accelerate the performance provided by, require the assumption of, give any third party the right to terminate, or result in (a) the creation of any Lien upon any of the properties or assets of Produquímica and/or its Subsidiaries or (b) any other change in right or obligation or the loss of a benefit under any term, condition or provision of any Material Contract to which Produquímica and/or its Subsidiaries are now a party, except as set forth in Schedule 4.7.1(b) ; or (iii) violate any Applicable Law by which the Company and/or any of its Subsidiaries may be bound or affected, except in the case of clauses (ii) and (iii), to the extent that such violation does not impair or delay the ability of Produquímica to perform its obligations hereunder.

Section 4.4. Consents . No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement by Produquímica.

Section 4.5. Capitalization of the Company and Subsidiaries . On the date hereof, all of the outstanding capital stock of the Company has been duly authorized, validly issued and is fully paid and is divided between the Company’s shareholders as described in Exhibit (i). On the Closing Date, except as set forth in Schedule 4.5(a) , all of the outstanding capital stock of the Company will be duly authorized, validly issued and fully paid and divided between the Company’s shareholders as described in Exhibit (i). Except as set forth in this Agreement and, as of the Closing Date, except as set forth in Schedule 4.5(b) , there are and there will be on the Closing Date no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, advance for future capital increase ( adiantamento para futuro aumento de capital ), exchange rights or other contracts or commitments that could require Initial Shareholders or the Company to sell, transfer or otherwise dispose of any shares of capital stock of the Company and/or from its Subsidiaries

or that could require the Company and/or its Subsidiaries to issue or sell or otherwise cause to become outstanding any of their own capital stock. Except for the Original Shareholders’ Agreement, there are no voting agreements or understandings with respect to the voting of any capital stock of the Company or any of its Subsidiaries or any contracts or commitments that could require the Company and/or its Subsidiaries to enter into any voting agreements or understandings with respect to the voting of any capital stock of Company and/or its Subsidiaries. The shareholders agreement related to the Company executed on October 29, 2007 by Gerhard, Marcelino and Fundo Artesia Série Azul de Investimentos em Participações and their successors and authorized assignees, if any, has been terminated prior to the date hereof, and except for the Original Shareholders’ Agreement there is no other shareholders agreement executed by the Original Shareholders and/or otherwise involving the Company’s shares filed at the Company headquarters.

Section 4.6. Subsidiaries and Branches . The Company does not Control, own or hold any equity or other ownership interest in any other Person, except as listed on Schedule 4.6(a) (“ Subsidiaries ”). All outstanding capital stock of the Company’s Subsidiaries have been duly authorized, validly issued, fully paid and are divided between the shareholders or quotaholders, as applicable, as described in Schedule 4.6(b) . The Company’s operating and non-operating branches are those listed under Schedule 4.6(c) .

Section 4.7. Material Contracts .

4.7.1. Schedule 4.7.1 sets out a complete list of the material contracts which (i) Produquímica and/or its Subsidiaries are a party to; and (ii) fall into one of the following categories (“ Material Contracts ”):

(a) any Contract (i) involving annual payments or sales of more than five hundred thousand Reais (R$ 500,000.00), or (ii) that has a remaining term of more than 12 months from the date hereof that cannot be terminated without penalty on less than ninety (90) days’ notice and that involves annual payments of more than two hundred fifty thousand Reais (R$ 250,000.00);

(b) any (i) loan agreement, debenture, bonds, mortgages, note and any other agreement and instrument relating to the borrowing of money or obtaining credit pursuant to which the Company and/or any of its Subsidiaries is an obligor (including as guarantor) or oblige, including but not limited to the Financing Agreements; (ii) obligations under foreign exchange contract, currency swap agreement or other similar agreement and any agreement on interest rate (i.e., hedge, protection, option, future, swap, cap, collar or otherwise) or other similar agreement; and (iii) leases that are capitalized in accordance with IFRS, all of which are listed in Schedule 4.7.1(b) ;

(c) any Contract that contains any provision requiring prior consent of the other party for the assignment of such agreement; or any Contract that grants a “right of first refusal”, “right of first offer”; or other preemptive right with respect to any property or asset of the Company and/or any of its Subsidiaries; or that contains any “change in control” or “anti-assignment” or “change on corporate structure” provision;

(d) any Contract that contains any non-competition covenant or exclusivity provision that purports to limit in any material respect (i) the ability of the Company and/or any of its Subsidiaries to compete in any line of business or with any Person or solicit or sell to any customer, or (ii) the manner or localities in which the business of the Company and/or any of its Subsidiaries is conducted;

(e) any joint venture or partnership agreement;

(f) any Contract relating to any license or sublicense of any material rights under or with respect to any intellectual property (other than generally available off the shelf software licenses);

(g) any Contract between Related Parties; and

(h) any raw material supply contracts which are not included in (a) above.

4.7.2. To the best of Produquímica’s Knowledge:

(a) each Material Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms; and

(b) except for Material Contracts listed in Schedule 4.7.1. and Schedule 4.7.1.(b), no other contract provides a right for the other party thereto to terminate and/or accelerate the obligations of any of the Material Contracts as a result of the consummation of the transactions contemplated hereby or a change in control of the Company.

Section 4.8. Compliance with Laws .

4.8.1. The Company and its Subsidiaries are in compliance in all material respects with Applicable Laws.

4.8.2. To the best Knowledge of the Company, none of Produquímica and/or its Subsidiaries or any of their Representatives has made any payment, rebate, payoff, influence payment, kickback or other payment or

used or promised to use, directly or indirectly, any funds (regardless of what form, whether in money, property, goods or services) for any unlawful contribution, gift, entertainment or other unlawful payment to a Government Official, including for (i) obtaining favorable treatment for any of the Company and/or its Subsidiaries or to secure Contracts, (ii) paying for favorable treatment for any of the Company and/or its Subsidiaries or to secure Contracts, or (iii) obtaining any Permit, special concessions or any benefit otherwise, for the Company and/or its Subsidiaries or for any already obtained Permit, special concessions or any benefits otherwise.

4.8.3. Except as set forth in Schedule 4.8.3 that followed the limits, terms and conditions provided for by the Applicable Laws, there has been no political donation made by the Company and/or any of its Subsidiaries since 1st January 2010.

4.8.4. To the best Knowledge of the Company, each transaction is and has been for the past five (5) years properly and accurately recorded on the books and records of Company and/or its Subsidiaries, as the case may be, in all material respects, and each document upon such entries in each of the Company’s and its Subsidiaries’ books and records are materially accurate and complete. Produquímica and/or its Subsidiaries have in place a system of internal accounting controls adequate to materially assure that they maintain no off-the-books accounts and that their assets are used only in accordance with their management directives.

4.8.5. To the best Knowledge of the Company, Produquímica has conducted its activities in compliance with the applicable competition regulations established by Applicable Laws.

4.8.6. Schedule 4.8.6 sets forth a list describing certain matters under ongoing discussions and negotiations by the Company and its Subsidiaries with the applicable Governmental Authorities.

4.8.7. To the best of Produquimica’s Knowledge, the Company has not sold to or engaged with any known terrorists.

Section 4.9. Labor Matters .

4.9.1. The Company and/or its Subsidiaries are in compliance in all material respects with the Applicable Laws regarding employment practices, terms and conditions of employment, payroll Taxes, occupational safety and health requirements, wages and work-hours and collective bargaining agreements applicable to the Personnel. Produquímica and/or its Subsidiaries are in compliance with all of their material contractual and legal obligations with respect to their service providers and independent contractors, and to the Knowledge of Produquímica, there is no threatened proceeding against, any of the Produquímica and/or its Subsidiaries

involving such service providers and independent contractors. There are no employees of the Company which would be entitled to severance payments in the event of dismissal or resignations beyond the severance rights provided for by the Brazilian labour law.

4.9.2. There is no labor strike, slowdown, lock-out or work stoppage pending, or to the best of Produquímica’s Knowledge, threatened, against or affecting the Company and/or its Subsidiaries, and except as described in Schedule 4.9.2. none of the foregoing has occurred in the last five (5) years.

Section 4.10. Personnel . Schedule 4.10(a) presents a complete list of the Personnel, as of the date set forth on such Schedule, including their current positions, compensation and employment agreement status of each Personnel. No labor agreement executed between the Company and/or its Subsidiaries and each of its Personnel has any provision related to Company’s change of control. In addition, Schedule 4.10(b) sets forth a complete list of the collective bargaining agreements or similar agreements with any union, council or similar body that is binding on the Company and is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed on the date hereof.

Section 4.11. Permits .

4.11.1. The Company and each of its Subsidiaries holds all federal, state, local and foreign permits, licenses, authorizations, approvals, registrations and certifications to conduct of the business as currently conducted by Produquímica and each of its Subsidiaries except in each case, as it would not cause a material adverse effect to the Company and/or the Investor (“ Permits ”), and (i) each such Permits are in full force and effect and Produquímica and each of its Subsidiaries is, on the date hereof, in compliance with the material obligations with respect thereto other than where noncompliance would not individually or in the aggregate reasonably be expected to cause a material adverse effect to the Company and/or the Investor; (ii) Produquímica and/or any of its and each of its Subsidiaries has not received written notice that it is in material default or violation of any such Permits and, to the best of Produquímica’s Knowledge, there are no grounds for the revocation of any such Permits; and (iii) the applications required to have been filed for the renewal of such Permits have been timely filed (after giving effect to any grace periods and extensions) with the appropriate Governmental Authority.

4.11.2 Schedule 4.11.2 sets forth a list describing certain matters in connection with the Permits under ongoing discussions and negotiations by the Company and its Subsidiaries with the applicable Governmental Authorities.

Section 4.12. Information Technology . To the best of Produquímica’s Knowledge in all material aspects, the Technology Systems are either owned by, or properly licensed or leased to, Produquímica and/or its Subsidiaries.

Section 4.13. Environmental Matters . Except as listed on Schedule 4.13 : (i) there are no pending, or to the best of Produquímica’s Knowledge threatened, Environmental Claims arising out of any Applicable Laws against the Company and/or its Subsidiaries; (ii) the Company and/or its Subsidiaries are in compliance in all material aspects with the Applicable Laws applicable to the operation of the business as currently conducted, (iii) to the best of Produquímica’s Knowledge there is no Environmental damage ( dano ambiental ) known other than those that are under remediation by the Company and/or its Subsidiaries, as disclosed under Schedule 4.13 and there are not any conditions existing or resulting from the operation of the Company’s business or possession of assets that may give rise to any other remedial obligation under any environmental law or subject the Company to any material cost resulting from any environmental law. Except as listed in Schedule 4.11.2 , the Company and/or its Subsidiaries (a) hold the necessary and required environmental Permits, and (b) are in compliance with the conditions described in each environmental Permit.

Section 4.14. Tax Matters . Except as listed on Schedule 4.14 , (i) neither the Company nor and/or any of its Subsidiaries have received any written notice that remains uncured alleging that the conduct of Produquímica and/or any of its Subsidiaries is in violation of any Applicable Laws relating to Taxes and there are no Claims pending against Produquímica and/or any of its Subsidiaries initiated by any Tax Governmental Authority; (ii) the Tax Returns required to be filed by Produquímica and/or any of its Subsidiaries have been timely filed with the appropriate Tax Governmental Authorities and such fillings are materially complete and correct; (iii) Produquímica and/or its Subsidiaries have complied in all material aspects with the Applicable Laws relating to Taxes and is currently up to date with the filling of the applicable Tax Returns and with the payment of Taxes or has entered adequate provisions or recorded sufficient accrued Liabilities according to IFRS; (iv) to the best of Produquímica’s Knowledge, the Tax documentation and records of its own and of its Subsidiaries have been duly recorded and are available and maintained for the required minimum retention period; (v) the Company and/or its Subsidiaries have not entered into any agreement or settlement with any Governmental Authorities or obtained any Tax relief, concession or tolerance that may cease or be modified as a result of the present Transaction and other covenants herein.

4.14.1 Schedule 4.14.1 sets forth a descriptive list of all Tax incentives, benefits and installment programs that Company and/or its Subsidiaries are beneficiary or enrolled as a result of a specific agreement executed with the relevant Governmental Authority. All tax incentives, benefits and installment programs disclosed in Schedule 4.14.1 have been accomplished by the Company as required by the Governmental Authorities and to the knowledge of the Company there are no significant deficiencies in the payment of such tax

incentives, benefits and installment programs and there are no reasons for Governmental Authorities to suspend, reduce or terminate such tax incentives, benefits and installment programs. The consummation of the Closing does not reduce or terminate any of the Tax incentives, benefits and installment programs disclosed in Schedule 4.14.1 .

Section 4.15. Insurance . Schedule 4.15 lists the material insurance policies of the Company and its Subsidiaries other than policies relating to employee benefit plans (“ Insurance Policies ”), identifying the name of the insurance carrier, the nature of the insured risks, the amount of the coverage (including the amount of any deductible thereunder) and the duration of the Insurance Policy. To the best of Produquímica’s Knowledge (i) such Insurance Policies are in full force and effect and will continue in full force and effect following the Closing in accordance with their terms; (ii) the premiums due with respect to such Insurance Policies have been timely paid; and (iii) no written notice of cancellation or termination or intent to cancel has been received by Produquímica and/or any of its Subsidiaries with respect to any such Insurance Policy; and (iii) except for any claim which term for notification has not expired as of the date hereof, the Company and/or its Subsidiaries have given notice to the insurer of all claims that have arisen in the last twelve (12) months and for which the Company has decided to request for indemnification by the relevant insurer.

Section 4.16. Assets .

4.16.1. Except as set forth on Schedule 4.16.1 , as of the date hereof, Produquímica and/or its Subsidiaries are the legal owner, or otherwise the holder of a legal right to use, with no violation of third party rights, the assets and properties used for the conduct of the business, in the manner currently used, free and clear of Liens.

4.16.2. The assets and properties used in connection with the business are in their material respects in reasonable condition of use, maintenance and repair, subject to ordinary wear and tear, and are sufficient for the conduct of the business as currently conducted by Produquímica and/or its Subsidiaries.

Section 4.17. Real Property .

4.17.1. As listed in Schedule 4.17.1(a) , on the date hereof, Produquímica and/or its Subsidiary have legal right to possess and/or own good and marketable title over the Real Property used in connection with the business, and except as listed in Schedule 4.17.1(b) , such Real Property is held free and clear of any Lien. Except as set forth on Schedule 4.11.2 the Company and/or its Subsidiaries hold valid Permits applicable to the Real Property that are required for the operation of the businesses as currently conducted.

4.17.2. The Real Property is in reasonable condition of use, maintenance and repair, subject to normal wear and tear, and is sufficient for the conduct of the business, as currently conducted.

4.17.3. There is no pending or, to best of Produquímica’s Knowledge, threatened, action or proceeding before any Governmental Authority affecting any of the Real Property that would reasonably be expected to interfere in any material respect with the use or occupancy of any Real Property or any portion thereof in the operation of the business as currently conducted. There is no written notice of breach in connection with the Contracts related to the Leased Real Property that remains uncured.

Section 4.18. Intellectual Property .

4.18.1. Schedule 4.18.1 sets forth a list of the Intellectual Property which, as of the date hereof, is owned or licensed by or to Produquímica and/or its Subsidiaries (the “ Registered IP ”), free and clear of Liens. There is no other Intellectual Property other than the Registered IP (i) owned or licensed by or to Produquímica and/or its Subsidiaries or (ii) necessary and/or required to Produquímica and/or its Subsidiaries to conduct their business activities as currently conducted.

4.18.2. Except as set forth in Schedule 4.18.2 , the Company and its Subsidiaries have not (i) received any written notice that any Registered IP is currently the subject of any reexamination, opposition, cancellation or invalidation proceeding before any Governmental Authority and, to the best of Produquímica’s Knowledge, no such proceeding is threatened, (ii) made any Claim or requested any opposition, cancellation or invalidation, regarding a Registered IP against any third party. The material application, registration, maintenance and renewal fees have been paid to, and the documents and certificates necessary for the purposes of maintaining any Registered IP have been filed with the applicable Governmental Authority.

4.18.3. To the best Knowledge of the Company, neither Produquímica nor any of its Subsidiaries has taken any action that constitutes any infringement, misappropriation or violation of any Intellectual Property right of any third party. To the best of Produquímica’s Knowledge, no third party has interfered with, infringed upon, misappropriated or violated any Registered IP.

Section 4.19. Financial Statements .

4.19.1. The Financial Statements (including the notes thereto), as listed in Exhibit A , present in all material respects the financial condition of the Company and Fermavi as of the dates set forth therein, in conformity with the IFRS, applied in a consistent manner.

4.19.2. To the best of Produquímica’s Knowledge (i) the accounting books accurately reflect the transactions of the Company and/or its Subsidiaries in all material respects and (ii) there are in place policies and procedures with respect to financial reporting that are sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of its Financial Statements, in accordance with applicable IFRS, and (iii) the Financial Statements have been prepared according to the books and records of the Company and Fermavi and present fairly, in a true and complete manner, the operating results, statements of income, statements of retained earnings, changes in stockholders' equity and cash flows of the Company (on a consolidated basis) and Fermavi on the dates and for the periods to which they refer, in conformity with IFRS, applied in a consistent manner during the periods in question. To the best of Produquímica’s Knowledge, neither the Company nor any of its Subsidiaries have received or otherwise obtained knowledge of any complaint or allegation regarding the accounting or auditing practices, policies or procedures or its respective internal accounting controls. All Indebtedness of the Company and/or its Subsidiaries is accrued for in their accounting books and records, and there are no off-the-book transactions.

4.19.3. None of the Company and/or any of its Subsidiaries have (a) guaranteed any Indebtedness or otherwise incurred any Liability or obligation for the benefit of any of the Initial Shareholders and any of its Affiliates that is not registered in the Financial Statements; (b) sold, leased, transferred, licensed, encumbered or disposed of any of its properties or assets (excluding marketable securities) in any transaction involving any of the Initial Shareholders and any of its Affiliates, or (c) agreed or otherwise committed to take any of the foregoing actions. To the best Knowledge of the Company, all notes and accounts for receivables of Company and its Subsidiaries are properly registered in their books and records, are valid and not subject to any impediment or counterclaim, are current and collectible, and shall be collected according to the terms thereof in the respective values recorded, in accordance with the past practices of Company and its Subsidiaries. All accounts for receivables of the Company and/or its Subsidiaries (x) result from materially accurate and lawful transactions, as set forth in IFRS in the respective financial statements and corresponding notes; and (y) represent or will represent valid obligations arising from sales actually made or services actually performed according to past practice of the Company and/or its Subsidiaries.

Section 4.20. Litigation and Investigations . Except as set forth in Schedule 4.20 , (i) there is no Claim brought by any third party against Produquímica and/or its Subsidiaries or pending before any Governmental Authority or arbitrator nor, to the best of Produquímica’s Knowledge, is any such Claim threatened and no event has occurred or circumstance exists that could reasonably give rise to any Claim that could cause a material adverse effect to the Company, its Subsidiaries and Shareholders, (ii) Produquímica and/or its Subsidiaries have not brought any Claims against any third party; and (iii) there is no audit, investigation or inspection, either internal or external (each, an “ Investigation ”) of Produquímica and/or its Subsidiaries, nor, to the best of Produquímica’s Knowledge, is any such Investigation threatened.

Section 4.21. Brokerage Fees and Commissions . Except as set forth in Schedule 4.21 , there is no investment banker, broker, legal advisor or finder which has been retained by or is authorized to act on behalf of the Company who is or might be entitled to any fees, commission or payment from the Company in connection with the negotiation, preparation, execution or delivery of this Agreement or the consummation of the Transaction contemplated hereby.

Section 4.22. No Other Representations or Warranties . Except as provided in this Article 4 , neither Produquímica, nor any of its respective Affiliates, nor any of their respective Representatives has made, or is making, any other representation or warranty whatsoever, to Investor, its Affiliates or their respective Representatives. No such Person shall be liable in respect of the accuracy or completeness of any information, including information contained in any electronic data room in connection with the transactions contemplated by this Agreement, provided to Investor, its Affiliates or its respective Representatives other than expressly represented or warranted to Investor in Article 4 .

Section 4.23. Solvency . Except as listed in Schedule 4.20 , no order has been delivered to the Company, nor any petition served to the Company applying for liquidation, bankruptcy or reorganization (judicial or not) of Produquímica and/or their Subsidiaries. There is no third party petition served to the Company for bankruptcy of the Company and/or its Subsidiaries that was not timely defended and/or guaranteed by a court bond ( depósito judicial ) or other guarantee required by the applicable court. No action has been taken to appoint a court administrator or trustee for any part of the assets of the Company and/or its Subsidiaries. Produquímica and/or its Subsidiaries have not made or proposed any arrangement or other form of general agreement or solicitation with their creditors or any class of creditors.

Section 4.24. Central Bank Registration; Foreign Investment. Foreign Loans . All foreign investment in the share capital issued by Produquímica and/or its Subsidiaries, if any, has been, in accordance with the Applicable Law and regulation of the National Monetary Council and the Central Bank of Brazil, duly registered before the Central Bank of Brazil, by means of the electronic registry system of direct foreign investment implemented by the Central Bank ( Registro Declaratório Eletrônico de Investimentos Externos

Diretos – RDE-IED ), within the specific terms set forth by the referred rules. All foreign loans executed by Produquímica and/or its Subsidiaries, if any, have been in accordance with the Applicable Law and regulation of the National Monetary Council and the Central Bank of Brazil, duly registered before the Central Bank of Brazil, by means of the electronic registry system for financial operations ( Registros de Operações Financeiras – ROF ). All assets and/or rights, of any nature, including but not limited to currency, held and/or owned by Produquímica and/or its Subsidiaries outside Brazil, if any, have been declared to the Brazilian Central Bank pursuant to the Applicable Laws and Schedule 4.24 list all the assets and/or rights currently held and/or owned in connection thereto.

Section 4.25. No representation or warranty, document, information or other statement made or provided by Produquímica during the due diligence process or in this Agreement, or any certificate or other document furnished to the Investor pursuant to this Agreement contains any untrue statement or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES OF THE INITIAL SHAREHOLDERS

Each of the Initial Shareholders, individually, hereby represents and warrants to the Investor, as of the date hereof:

Section 5.1. Organization, Power and Authority . Each of the Initial Shareholders that is a natural person has the ownership, power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. Each of the Initial Shareholders that is a corporate entity is duly incorporated and validly existing under the Applicable Laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its respective business as currently conducted. Each of the Initial Shareholders that is a corporate entity has the requisite corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each Initial Shareholder that is a corporate entity.

Section 5.2. Enforceability . This Agreement has been duly and validly executed and delivered by Initial Shareholders and constitutes a valid and binding agreement of Initial Shareholders in Brazil enforceable against Initial Shareholders in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws that affect creditors’ rights generally.

Section 5.3. No Violation or Breach . Neither the execution or delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions of this Agreement by Initial Shareholders shall (i) result in a violation or breach of or default under any provision of the by-laws of the Initial Shareholders; (ii) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, require any additional approval under, accelerate the performance provided by, require the assumption of, give any third party the right to terminate or result in (a) the creation of any Lien upon any of the Issued Shares owned by the Initial Shareholders (except for the Original Shareholders’ Agreement and the Shareholders’ Agreement), or properties or assets of Produquímica and/or its Subsidiaries, or (b) any other change in right or obligation or the loss of a benefit under any term, condition or provision of any material contract to which each Initial Shareholder is now a party; or (iii) violate any Applicable Law by which the Initial Shareholders may be bound or affected, except in the case of clauses (ii) and (iii), to the extent that such violation does not impair or delay the ability of Initial Shareholders or Produquímica to perform its obligations hereunder.

Section 5.4. Consents . No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement by Initial Shareholders.

Section 5.5. Claims . There is no Claim, of any nature, pending against the Initial Shareholders that, if adversely determined, would change, delay, or prevent the Transaction and the other covenants set forth herein from being consummated, or hinder the Initial Shareholders’ ability to timely perform its obligations under this Agreement.

Section 5.6. Compliance with Laws . None of the Initial Shareholders has, while acting in any capacity made any payment, rebate, payoff, influence payment, kickback or other payment or used or promised to use, directly or indirectly, any funds (regardless of what form, whether in money, property, goods or services) for any unlawful contribution, gift, entertainment or other unlawful payment to a Government Official, including, but not limited to, for (i) obtaining favorable treatment for any of the Company and/or its Subsidiaries or to secure Contracts, (ii) paying for favorable treatment for any of the Company and/or its Subsidiaries or to secure Contracts, (iii) obtaining any Permit, special concessions or any benefit otherwise, for the Company and/or its Subsidiaries or for any already obtained Permit, special concessions or any benefits otherwise or (iv) obtaining any indirect or direct benefit for personal gain or for benefit of any of their Affiliates.

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Investor represents and warrants to the Initial Shareholders, as of the date hereof:

Section 6.1. Organization, Power and Authority . Investor is a validly incorporated, organized and existing under the Applicable Laws and has the requisite corporate power and authority to carry on its business as currently conducted. Investor has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by the requisite corporate or similar action on the part of Investor.

Section 6.2. Enforceability . This Agreement has been duly and validly executed and delivered by Investor and constitutes a valid and binding agreement of Investor enforceable against Investor in accordance with its terms in any court having jurisdiction over the Investor, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws of general application from time to time in effect that affect creditors’ rights.

Section 6.3. No Violation or Breach . Neither the execution or delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions of this Agreement by Investor shall (i) result in a violation or breach of or default under any provision of the by-laws (or other foundational instrument) of Investor; (ii) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, require any additional approval under, accelerate the performance provided by, require the assumption of, give any third party the right to terminate or result in any other change in right or obligation or the loss of a benefit under any term, condition or provision of any material contract to which Investor is a party or by which it is bound; or (iii) violate any Applicable Law by which Investor or any of its assets may be bound or affected, except in the case of clauses (ii) and (iii), to the extent that such violation does not impair or delay the ability of the Investor to perform its obligations hereunder.

Section 6.4. Consents . No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority, is required in connection with the execution, delivery and performance of this Agreement by Investor or the consummation by Investor of the transactions contemplated hereby and thereby.

Section 6.5. Claims . There is no Claim, of any nature, pending against Investor that, if adversely determined, would change, delay, or prevent the Transaction and the other covenants set forth herein from being consummated, or hinder the Investor’s ability to timely perform its obligations under this Agreement.

Section 6.6. Solvency . Investor has immediately available funds to pay for the Subscription Amount to the Company and to pay all other fees and expenses that are payable by Investor in connection with the

Transaction and other covenants contemplated by this Agreement. After giving effect to the Transaction and other covenants contemplated by this Agreement, Investor (i) shall be able to pay its debts as they become due; (ii) shall own assets which have a fair saleable value greater than the amounts required to pay its debts and other liabilities; and (iii) shall have adequate capital to carry on its respective businesses. No obligation is being incurred in connection with the Transaction and other covenants contemplated by this Agreement with the intent to hinder, delay or defraud creditors of Investor.

Section 6.7. Effect of Due Diligence and Related Matters . Investor acknowledges that it is a sophisticated entity that was advised by legal counsel and tax, engineering, environmental and financial advisors and others in connection with this Agreement and has conducted its own due diligence and evaluation of the Initial Shareholders, the Company and its Subsidiaries, based on the information that has been provided by the Company, which the Investor has deemed sufficient to execute the Transaction and enter into this Agreement under the conditions established herein. For the purposes of providing documentation and additional support for exceptions specifically listed in the Schedules hereto, an indexed CD-ROM and flash drive with all documents and information reviewed by Investor and its advisors during the course of the due diligence is attached hereto as Schedule 6.7 , and the Investor hereby confirms its knowledge of such documents and information. The Parties hereby agree that the information contained in such CD-ROM and flash drive shall not in any manner modify any of the representations and warranties of Produquimica or the Initial Shareholders hereunder, and that the inclusion of any matter in Schedule 6.7 that is not specifically listed in any other Schedule hereto shall not serve as an inclusion of such matter for purposes of any other Schedule hereto.

ARTICLE 7 – COVENANTS

Section 7.1. Confidentiality .

7.1.1. Each of the Parties shall, and shall cause its Affiliates entities and its and their respective Representatives to, at all times, treat as confidential the provisions of this Agreement and the information that they have received or obtained in connection with the negotiation, execution and performance of this Agreement. Each of the Parties shall, and shall cause its Affiliates entities to, keep confidential the information relating to all the Parties and the Intervenient Party and the contents of this Agreement and other documents signed in connection with the Transaction.

7.1.2. Notwithstanding the foregoing, a Party may disclose information that would otherwise be confidential if and to the extent:

(a) required by Applicable Law or any Governmental Authority with jurisdiction over the Party, provided that prior written notice of any such confidential information to be disclosed shall (wherever it is reasonably practicable to do so) be given to the other Party;

(b) disclosed to its Representatives on a need-to-know basis, provided that such Representatives are required to treat such information as confidential and, provided , further , that the disclosing Party shall remain liable to the other Parties hereunder for any breach of confidentiality by any such Representative; or

(c) it comes into the public domain other than as a result of a breach by the disclosing Party or any of its Representatives.

7.1.3. Except as expressly modified and superseded hereby, the Confidentiality Agreement shall remain in full force and effect according to its terms.

Section 7.2. Public Announcements . No Party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the Transaction and other covenants contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other Party unless otherwise required by Applicable Law, and the Parties shall, in any event, cooperate as to the timing and contents of any such press release or public announcement; provided , however , that it is expressly understood and agreed that the Investor and/or its Affiliates will, without seeking prior written consent from the Initial Shareholders and/or the Company and/or its Subsidiaries, (i) disclose the material terms of this transaction to the extent required pursuant to U.S. law; and (ii) disclose certain information regarding its investment in the Company, included but not limited to filing this Agreement, to the extent required pursuant to U.S. law.

Section 7.3. Further Assurances . Each Initial Shareholder and the Investor shall (whether before, at or after the Closing Date) use their commercially reasonable efforts to do, execute and deliver, or cause to be done, executed and delivered, such further actions, documents and instruments as may be reasonably required by the other Party to give full effect to this Agreement and the transactions contemplated hereby or thereby. For the avoidance of doubt, the obligations of the Initial Shareholders and the Investor under this Section 7.3 shall survive the Closing.

Section 7.4. Hedge . Until no later than January 1, 2016, the Company shall hedge (by swap and/or other derivative agreement) any debt due by the Company and/or any of its Subsidiaries which exposes the Company and/or any of its Subsidiaries to any currency other than Reais. To the extent possible and cost efficient, the Company will endeavor its best efforts to pre-pay the US Dollar denominated debt.

Section 7.5. Jacareí Lease Agreement . Until no later than January 1, 2016, the Company shall amend the lease agreement ( Contrato de Locação Comercial ) executed on August 31, 2012 between the Company and Rio Parateí Empreendimentos e Participações S.A., as amended on October 15, 2012, in order to extend its term until August 31, 2032. Such extension shall contain the same material terms, including the lease rate.

Section 7.6. Assumption of Credit Risk under Credito Rural . For the benefit of the Company and the Investor, the Majority Block Shareholders will issue a joint and several guarantee attached as Schedule 7.6 with respect to the payment of the Company’s guarantee obligations under Credito Rural, as described in such Schedule 7.6 .

ARTICLE 8: INDEMNIFICATION

Section 8.1. Indemnification by the Company.

8.1.1. After Closing, subject to the terms of this Article 8 , the Company shall indemnify and hold harmless the Investor, its Affiliates, its officers and directors (each such Person, a “ Investor Indemnified Party ” and, collectively, the “ Investor Indemnified Parties ”) from and against Losses incurred by any Investor Indemnified Party resulting from or arising out of (i) any breach of any representation or warranty made by Initial Shareholders and/or the Company pursuant to Articles 4 and 5 above, and/or (ii) any non-disclosed matter in connection with Articles 4 and 5 above that causes a given representation and warranty not to be true complete and correct; and/or (iii) any breach or non-performance of any covenants and/or obligations undertaken by the Company and/or the Initial Shareholders under this Agreement.

8.1.1.1. For the avoidance of doubt, the Parties hereby agree that the Company´s indemnification obligation set forth in Section 8.1.1 shall not include (i) any Losses resulting from acts or events that occur after the Closing Date; and/or (ii) any Losses resulting from acts or facts that are prior to the Closing Date, if the cause or source directly related to such Loss was expressly and specifically indicated in any Schedule or Exhibit hereto.

8.1.1.1(a) The Parties hereby agree that (i) the information contained in Schedule 6.7 that is not specifically listed in any other Schedule hereto and (ii) the matters listed in Schedule 8.1.1.1(a), both shall not exclude the Company’s indemnification obligation set forth in Section 8.1.1 .

8.1.1.1(b) The Parties hereby agree that, from the Closing Date and until the date of the exercise of the Exit Put Option or the Exit Call Option, as the case may be, in the event a Loss exceeding the amount of twenty five thousand reais (R$ 25.000,00) annually adjusted by the IGP-M, is suffered by the Company as determined in a definitive Governmental Order directly resulting from a matter listed in Schedule 8.1.1.1(a), the Investor shall be deemed to have indirectly incurred in such Loss. Therefore, the Company shall indemnify the Investor for such indirectly incurred Loss, in proportion to the equity interest held by the Investor in the Company after the Post-Closing Adjustment, by applying the formula set forth in Section 8.13. The corresponding amount of such Loss shall not be subject to the Deductible set forth in Section 8.5.1.

8.1.1.1(c) The Parties also hereby agree that, after the date of the exercise of the Exit Put Option or the Exit Call Option, as the case may be, in the event a Loss is suffered by the Company as determined in a definitive Governmental Order directly resulting from a matter listed in Schedule 8.1.1.1(a), the corresponding amount of such Loss shall be included in the Second Deductible set forth in Section 11.2. and the provisions of Article 11 shall be followed.

8.1.1.1(d) The Parties further agree that reasonable costs and expenses incurred by the Company on the procedures to obtain the issuance and/or renewal of the Permits listed in Schedule 8.1.1.1(a) or defending a Claim related to the matters listed in Schedule 8.1.1.1(a) (including reasonable attorneys’ and advisors’ fees), shall not be considered as part of the relevant Loss and therefore shall not be subject to indemnification as per 8.1.1.1(b).

8.1.1.1(e) A Loss suffered by the Company as determined in a definitive Governmental Order directly resulting from the REFIS Law n. 13.043/2014 (conversion of Provisional Measure 651/2014), as listed in Schedule 8.1.1.1(a), shall only be considered for indemnification under the terms of Section 8.1.1.1(a) for amounts that exceed six million, two hundred forty-seven thousand, five hundred sixty-six Reais and ninety cents (R$ 6.247.566,90), as of November 30, 2014, adjusted by the interest rate of the Sistema Especial de Liquidação e de Custódia (Selic).

8.1.1.2. Effect of Knowledge qualification . The Company´s indemnification obligation set forth in Section 8.1.1 shall not be affected by any “Knowledge” qualification made to the representations and warranties, by or in relation to Company and/or its Subsidiaries and/or Initial Shareholder, and such “Knowledge”

qualification shall not, in any event, be interpreted as a way to prevent an indemnification of an Investor Indemnified Party under the terms of this Agreement.

Section 8.2. Indemnification by Investor . Subject to the terms of this Article 8 , Investor shall indemnify and hold harmless each of the Initial Shareholders, their Affiliates, their officers and directors and their successors and assignees, including the Company (each, a “ Initial Shareholders Indemnified Party ” and, collectively, the “ Initial Shareholders Indemnified Parties ”) from and against Losses incurred by any Initial Shareholders Indemnified Party resulting from or arising out of (i) any breach of any representation or warranty made by Investor pursuant to Article 6 above; and/or (ii) any breach or non-performance of any covenants and/or obligations of Investor under this Agreement.

Section 8.3. Term of Indemnification . The obligation to indemnify pursuant to Section 8.1 and 8.2 an Investor Indemnified Party or an Initial Shareholders Indemnified Party, respectively (each an “ Indemnified Party ”) shall be limited and valid for a period of five (5) years counted as from the Closing Date, provided that if a Third-Party Claim of the Company, Third-Party Claim Received by Indemnified Party and/or Direct Claim is validly notified pursuant to Sections 8.9 , 8.10 and 8.11 within such five (5) year period, then the indemnification obligations set forth in Section 8.1 and 8.2 regarding exclusively such Third-Party Claim of the Company, Third-Party Claim Received by Indemnified Party and/or Direct Claim shall remain in force until the final settlement of such Third-Party Claim of the Company, Third-Party Claim Received by Indemnified Party and/or Direct Claim (“ Indemnification Period ”).

Section 8.4. Indemnifiable Loss . Subject to the other provisions of this Article 8 , a Loss incurred by an Indemnified Party subject to the indemnification obligations set forth in Section 8.1 or 8.2 will only be considered an indemnifiable Loss if it is notified within the Indemnification Period (“ Indemnifiable Loss ”).

Section 8.5. Deductible and Maximum Amount of Indemnification .

8.5.1. Deductible . The Company shall only be deemed liable when the total amount of the Indemnifiable Losses reaches the amount of twenty million Reais (R$ 20,000,000), annually adjusted by the IGP-M (the “ Deductible ”). Until the Deductible amount is exceeded, (i) the Company and/or its Subsidiaries, as applicable, shall be solely responsible for any Indemnifiable Losses incurred by the Company and/or any of its Subsidiaries, and (ii) the Company shall not be obligated to pay any indemnification to any Investor Indemnified Party. Therefore, the Company shall indemnify the Investor Indemnified Parties only for the amount of their aggregate Indemnifiable Losses which exceeds the Deductible.

8.5.2. Maximum Amount of Indemnification . Notwithstanding the foregoing, the maximum amount of Indemnifiable Losses that will be considered for the calculation of any indemnification payment to any Investor Indemnified Parties or the Initial Shareholders Indemnified Parties, pursuant to Section 8.13 below, as the case may be, by virtue of the obligations to indemnify contained in this Agreement shall be limited to, in the aggregate, one hundred fifty million Reais (R$ 150,000,000), annually adjusted by the IGP-M.

Section 8.6. Insurance; Tax Benefits; Subrogation . The amount of any Indemnifiable Loss shall be reduced by: (i) any insurance indemnities actually paid to the Company, the Investor Indemnified Parties or the Initial Shareholders Indemnified Parties, as the case may be, relating to the respective Indemnifiable Loss; and/or (ii) indemnities, contributions or other payments actually paid to the Company, the Investor Indemnified Parties or the Initial Shareholders Indemnified Parties, as the case may be, by third parties by virtue of such Indemnifiable Loss.

Section 8.7. Memorandum Account. For purposes of recording any Indemnifiable Losses and the amount of any ongoing Third-Party Claim of the Company, Third-Party Claims Received by Indemnified Party and Direct Claims subject to the Company’s obligation to indemnify the Investor Indemnified Parties under this Agreement, the Parties agree to a memorandum account ( conta gráfica ) (“ Memorandum Account ”) to be created and maintained by the Company separately from its regular accounting books and records. On a quarterly basis, up to thirty (30) days after the end of each quarter, the Parties agree that the Company will submit to the Parties a summary of the Memorandum Account, informing the amounts recorded in the immediately preceding quarter according to this Article 8 and the overall balance of the Memorandum Account. For the avoidance of doubt, only after the aggregate Indemnifiable Losses sum up to the Deductible amount, any indemnification due by the Company shall be paid in accordance with this Article 8 .

Section 8.8. Exclusive Remedy . Without prejudice of Section 13.8 , the Parties expressly agree that, except in cases of fraud or willful misconduct, their sole and exclusive monetary remedy (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance to enforce any payment or performance due hereunder) for any breach of any representation and warranty or breach of or default in connection with any of the covenants or agreements contained in this Agreement or any instrument contemplated herein, shall be the indemnification provisions of this Article 8 and that, the Initial Shareholders and the Company shall not have other obligations to indemnify the Investor Indemnified Parties, under Brazilian law, including on the basis of non-contractual liability ( responsabilidade extra-contratual ).

Section 8.9. Losses Resulting from a Direct Claim . In the event any of the Indemnified Parties incur in an Indemnifiable Loss that does not involve a Third-Party Claim of the Company or a Third-Party Claim

Received by Indemnified Party, such Indemnified Party shall send a written notice to the Indemnifying Party (“ Direct Claim ”) within twenty (20) Business Days after such Indemnified Party incurs the Indemnifiable Loss (“ Notice of Direct Claim ”). The Notice of Direct Claim shall describe the Direct Claim and the circumstances, events, facts, obligations, claims, documents, information or matters giving rise to the Direct Claim, the amount of the Indemnifiable Loss, the method of calculation thereof, and shall also contain a reference to the provisions of this Agreement pursuant to which such right of indemnification arises or is claimed, to the extent the Indemnified Party holds such information. The Indemnified Party’s failure to send a Notice of Direct Claim in the timing set forth herein shall exempt the Indemnifying Party from the indemnification obligation set forth in this Article 8 .

8.9.1. Should the Indemnifying Party expressly agree to be liable for the payment of the Indemnifiable Loss in question, the Indemnifying Party shall pay to the Indemnified Party the Indemnifiable Loss, as set forth in this Article 8 .

8.9.2. Should the Indemnifying Party inform, in its response, that it is not liable for the claimed Indemnifiable Loss or that it does not agree with the amount of the Indemnifiable Loss presented in the Notice of Direct Claim, the Parties shall meet within the five (5) subsequent Business Days to try to reach an agreement in good faith about such Direct Claim. If the Parties fail to reach an agreement on amicable terms about the Party that should bear such Indemnifiable Loss, the Indemnified Party may commence an arbitration procedure, pursuant to Section 13.2 below.

Section 8.10. Third-Party Claim against an Indemnified Party . If an Indemnified Party receives notice of any Claim from any third party, including Governmental Authorities (“ Third Party Claim Received by Indemnified Party ”) which may give rise to a Claim for an Indemnifiable Loss, the Parties, as the case may be, shall observe the terms and conditions of this Section 8.10 .

8.10.1. Notice . The Indemnified Party shall send a written notice of such Third-Party Claim Received by Indemnified Party to the Company, Initial Shareholders or Investor, as applicable pursuant to this Agreement (“ Indemnifying Party ”), with a copy of the relevant documentation, no later than the earlier of (i) the date on which one third (1/3) of the respective defense period has elapsed and (ii) 5 (five) Business Days after the Indemnified Party itself received notice of such Third-Party Claim Received by Indemnified Party (the “ Notice of Third-Party Claim ”). The Notice of Third-Party Claim shall describe the Third-Party Claim Received by Indemnified Party and the circumstances, events, facts, obligations, claims, documents, information or matters giving rise to the Third-Party Claim Received by Indemnified Party, the probable amount in case of a Loss, if known, or the method of calculation thereof, and shall also contain a reference to the provisions of this Agreement pursuant to which such right of indemnification arises or is claimed. The

Indemnified Party’s failure to notify the Indemnifying Party within the period set forth herein shall not exempt or wave the Indemnifying Party from the obligation to make payment for the respective indemnification, except to the extent that the Indemnifying Party’s ability to defend the relevant Third-Party Claim Received by Indemnified Party is significantly impaired by such delay.

8.10.2. The Indemnifying Party shall be entitled to assume and control the defense of such Third-Party Claim Received by Indemnified Party through counsel of its choice, which shall report to the Indemnifying Party, as long as it notifies the Indemnified Party of such intention within 5 (five) Business Days of the receipt of the Notice of Third-Party Claim (or sooner, and always before one-third (1/3) of the legal period available for defense). Both Parties shall fully cooperate with each other (i) in choosing the counsel that will be in charge of the defense of the Third Party Claim within the periods mentioned in Sections 8.10.1 and 8.10.2 , and (ii) in any defense of a Third Party Claim Received by Indemnified Party, and make available, at the Indemnifying Party’s expense, all witnesses, records, materials and information in its possession or under its control that relates to the respective Third Party Claim Received by Indemnified Party, as reasonably required by the Indemnifying Party. During the conduction of the relevant Third Party Claim, both Parties shall mutually agree in keeping or replacing the counsel primarily chosen if reasonably justified by each Party.

8.10.3. If the Indemnifying Party has failed to respond to the Notice of Third-Party Claim, the Indemnified Party shall appoint and hire the responsible counsel for the conduct of such defense, response or other measure, provided that the Indemnifying Party may be held liable for the Indemnifiable Loss resulting from Third Party Claim Received by Indemnified Party upon final resolution of the Third Party Claim Received by Indemnified Party, in accordance with this Article 8 , as the case may be.

8.10.4. The Party conducting the defense shall always, in light of a Third Party Claim Received by Indemnified Party, have the opportunity to propose a settlement in relation of such claims, provided that the Indemnified Party may not enter into any settlement without the prior written consent of the Indemnifying Party. The Indemnifying Party may enter into any settlement without the prior written consent of the Indemnified Party.

Section 8.11. Third-Party Claim against the Company . In the event any Claim from any third party is filed against the Company and/or any of its Subsidiaries that could result in an Indemnifiable Loss for any Investor Indemnified Party (“ Third Party Claim of the Company ”), the Company shall record the amount and the description of the relevant Third-Party Claim of the Company in the Memorandum Account. The Company shall support the defense costs of such Third-Party Claim of the Company, including but not limited to, attorney’s fees and other fees such as expert appraisal, interest, penalties, monetary correction, guarantees

(i.e., security, bond or deposit), and in the event the Third-Party Claim of the Company is decided against the Company and/or any of its Subsidiaries, all such expenses shall be considered as included in the total amount of the Indemnifiable Loss and shall be recorded in the Memorandum Account.

8.11.1. Defense . The Company shall undertake, defend, conduct and control (through counsel of its own choosing and at its own expense) for and on behalf of the Indemnified Party in a diligent manner, and, in any event, shall have the right to participate (at its own expense) in, the settlement or defense of such Third-Party Claim of the Company, and the Indemnified Party shall cooperate with it in connection therewith by timely providing the information and documents relevant and reasonably requested by the Company and that are under the control of the Indemnified Party, including granting the powers of attorney necessary to prepare the defense and the supply to the Company of records and information that may be reasonably relevant for such defense, making employees available, including to act as witnesses or attorney-in-fact in connection with such Third-Party Claim of the Company. The Company shall maintain the Indemnified Party and the Initial Shareholders informed regarding the defense as long as the Third-Party Claim of the Company is ongoing.

8.11.2. The Company shall use its best efforts to maintain the Indemnified Party, at all times, free and clear from any restrictions and/or Liens, including in connection with the issuance of Tax clearance certificates of the Indemnified Party. For such purpose, the Company shall take all measures that are under its control, including filling lawsuits, to allow the Indemnified Party to release such restriction and/or Liens or obtain Tax clearance certificates. In the event the Company uses its own resources and/or assets to provide a security, bond or deposit to enable the release of a restriction and/or Liens or obtain Tax clearance certificates, whenever such security, bond or deposit is released, the amounts or assets thereto related shall be returned to the Company in full and, if made in cash it shall be monetarily adjusted on the same terms applicable to the security, bond or deposit.

8.11.3. Settlement . Until the Exit Put Option or Exit Call Option is exercised, the Company shall be allowed to settle any Third-Party Claim of the Company, provided that such settlement is in the best interest of the Company and the prior written approval of the Investor is obtained. Such written approval shall not be unreasonably withheld or delayed in a manner to violate any fiduciary duty of the Investor as a shareholder of the Company. After the Exit Put Option or Exit Call Option is exercised, the Company is not allowed to settle any Third-Party Claim of the Company, provided that such settlement is in the best interest of the Company and the prior written approval of the Initial Shareholders is obtained. Such written approval shall be not be unreasonably withheld or delayed in a manner to violate any fiduciary duty of the Initial Shareholders as former shareholders of the Company.

Section 8.12. Maturity of an Indemnifiable Loss . An Indemnifiable Loss shall only be due by the Company or the Investor, as the case may be, if the Indemnifiable Loss is subject to: (i) an enforceable and final judicial or arbitral decision issued in relation to the relevant Third-Party Claim of the Company or the Third-Party Claim Received by the Indemnified Party, if applicable; or (ii) a final arbitral award issued in favor of the Indemnified Party in relation to the relevant Direct Claim, if applicable; or (iii) an written agreement between the Indemnified Party, on one side, and the Investor or the Company, as the case may be, on the other side, confirming that such Indemnifiable Loss is due by the Investor or the Company, as applicable.

Section 8.13. Payment of an Indemnifiable Loss to an Investor Indemnified Party . With due regards to Article 11 , in the event of an Indemnifiable Loss suffered by the Company pursuant to this Article 8 in excess of the Deductible set forth in Section 8.5.1 , the Investor shall be deemed to have indirectly incurred in such Indemnifiable Loss. Therefore, subject to the other provisions of this Article 8 , the Company shall indemnify the Investor for such indirectly incurred Indemnifiable Loss, in proportion to the equity interest held by the Investor in the Company as a result of the Post-Closing Adjustment, by applying the following formula:

Indemnification Value = (Loss amount x Investor’s equity interest) / (1- Investor’s equity interest)

Where:

- “Indemnification Value” means the indemnification amount due by the Company to the Investor as a result of an Indemnifiable Loss incurred by the Company and/or any of its Subsidiaries.

- “Investor’s equity interest” means the percentage of the total equity of the Company held by the Investor after the Post-Closing Adjustment contemplated in this Agreement and in the Share Purchase Agreement, expressed in decimals.

- “Loss amount” means the amount of the Indemnifiable Loss incurred by the Company and/or its Subsidiaries, expressed in Reais .

For illustrative purposes, an example of the calculation of the payment of an Indemnifiable Loss suffered by the Company, pursuant to this Article 8, is described in Exhibit K.

Section 8.14. Payment of an Indemnifiable Loss to an Initial Shareholders Indemnified Party . Any payment for indemnification of any Indemnifiable Losses to any Initial Shareholders Indemnified Party shall be made by the Investor within thirty (30) Business Days of the receipt by the Investor of a written notice informing that the payment is due pursuant to the terms of this Article 8 .

Section 8.15. Obligation to Mitigate Risks of Loss . The Company, its Subsidiaries and/or the Indemnified Party, as the case may be, shall use commercially reasonable efforts to mitigate any chance of effective materialization of any Loss that may be construed as an Indemnifiable Loss.

ARTICLE 9 – EXIT PUT OPTION AND EXIT CALL OPTION

Section 9.1. Exit Put Option and Exit Call Option . The Parties agree and acknowledge as follows: (i) Investor hereby grants an irrevocable put option right to the Majority Block Shareholders, effective as of the Closing Date, allowing them to jointly sell and deliver to Investor the totality of their shares of the Company in exchange for the Final Exit Option Price (“ Exit Put Option ”), and (ii) the Majority Block Shareholders hereby grant, jointly and severally, an irrevocable call option right to the Investor, effective as of the Closing Date, allowing Investor or any of its Affiliates to purchase and receive the totality of the shares of the Company held by the Majority Block Shareholders in exchange for the Final Exit Option Price (“ Exit Call Option ”). To the extent permitted by Applicable Law, the Parties agree to consider whether the Majority Block Shareholders can sell their shares indirectly through newly incorporated companies, provided that if the Parties cannot agree to the sale in the manner proposed by the Majority Block Shareholders, the Exit Put Option or the Exit Call Option shall be completed directly through the acquisition of the totality of the equity interest of the Majority Block Shareholders. Upon the exercise of the Exit Put Option or the exercise of the Exit Call Option, as the case may be, the Investor (or its relevant Affiliate) shall also acquire all of the remaining shares held by all Selling Shareholders in exchange for a price per share equivalent to the Final Exit Option Price per share, pursuant to the irrevocable commitment to be executed by all Selling Shareholders on the Closing Date in the form of Exhibit L .

9.1.1. Exercise Period . The Exit Put Option may be exercised by the Majority Block Shareholders, jointly, at any time between October 1 ^st and October 31 ^st of each of the years of 2016, 2017 and 2018. The Exit Put Option shall be exercised by means of the delivery of a written notice by the Majority Block Shareholders to the Investor pursuant to Section 13.4 below. Investor shall only be entitled to exercise the Exit Call Option between October 1, 2018 and October 31, 2018 and, in such event, the Exit Call Option may be exercised by means of the delivery of a written notice to the Majority Block Shareholders pursuant to Section 13.4 below. If the Exit Put Option or the Exit Call Option is not exercised within the terms set forth herein, then such Exit Put Option and such Exit Call Option shall be automatically revoked and canceled.

9.1.2. The exercise of any of the Exit Put Option or the Exit Call Option shall not be conditional on any event. Notwithstanding the foregoing, the transfer of shares of the Company as a result of the exercise of the Exit Put Option or the Exit Call Option, as the case may be, and the payment of the Final Exit Option Price, shall observe the following actions:

(a) no Governmental Order has been issued and/or Applicable Law has been enacted or promulgated by any competent Governmental Authority, or other prohibition shall be in effect (i) questioning the validity and legitimacy of the transfer of the shares; and/or (ii) preventing the consummation of the transfer of the shares; and/or (iii) imposing material restrictions to the operations of the PDQ Business;

(b) all approvals by a Governmental Authority imposed by Applicable Law that are required for the transfer of the shares shall have been obtained, and the Parties hereby undertake to timely take all necessary actions in order to obtain such approvals and not postpone the transfer of the shares in an unreasonable manner;

(c) Selling Shareholders shall have caused the Company to (i) take all necessary actions to avoid the breach of any agreement that requires the consent and/or waiver from third parties for the transfer of the shares, including but not limited to those related to change of control or any other type of similar restriction, or (ii) obtain, in writing, and deliver a copy to Investor, of such consent and/or waiver. For the avoidance of doubt, the terms of the applicable agreements where consents and/or waivers are required, shall be observed in their completeness and, if such agreement does not provide for interpretation free of doubt regarding the potential restrictions, then consent and/or waiver in writing shall always be required and delivered to Investor, unless otherwise agreed by the Parties in writing;

(d) the Company or any of the Initial Shareholders are not accused by any Government Authority of violating any Applicable Laws regarding any anti-corruption and/or bribery matters, including but not limited to, the Brazilian law n. 12.846/2013;

(e) the Company shall be, directly or indirectly, the owner and sole beneficiary of one hundred percent (100%) of the equity interest of each of its Subsidiaries, except for Fermavi in which the Company shall be the direct owner of no less than fifty percent (50%) of Fermavi’s equity interest, unless the Board of Directors of the Company has previously agreed differently (i.e.; unless the Board of Directors of the Company has approved the existence of equity interests in subsidiaries different from the above) with the affirmative vote of at least one Director appointed by the Investor;

(f) between the date of exercise of either the Exit Put Option or the Exit Call Option, as applicable, until the date of the effective transfer of the shares and payment of the price to Selling Shareholders,

the Selling Shareholders undertake to carry on the Company’s business as currently conducted and only in the ordinary course of business, it being understood as not taking any of the actions listed in Sections 3.01(a) or 4.04 of the Shareholders’ Agreement as well as not do any of the following without prior written consent from Investor: (i) declare dividends or make any payment or other distribution to the Company and its Subsidiaries; or directly or indirectly redeem, purchase or otherwise acquire, any equity interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interests, (ii) enter into loan agreements of any nature, (iii) delay or accelerate payment of any accrued expense, trade payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the business; and (iv) make any payment or settlement of accounts, for any amounts, to any third party, which are outside the ordinary course of business ;

(g) After the exercise of any Exit Put Option or Exit Call Option, the Investor can insert a senior financial leader into the Company to help transition the ultimate change in control; and

(h) at sole discretion of Investor, the extension of Gerhard’s role as Company’s Chief Executive Officer (either as officer or service provider), observing the same compensation as applicable on the date of the effective transfer of the shares of the Company to the Investor pursuant to the Exit Put Option or the Exit Call Option, as the case may be , for a minimum period of one (1) year from the date of effective transfer of the shares of the Company to the Investor pursuant to the Exit Put Option or the Exit Call Option, as the case may be , extendable following the one (1) year period at the agreement of both the Investor and Gerhard.

Section 9.2. Exit Option Price . The price for the acquisition of the shares of the Company comprised in the Exit Put Option or the Exit Call Option, as applicable (“ Exit Option Price ”), shall be equivalent to (i) the Actual Adjusted EBITDA for the current fiscal year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, multiplied by the relevant Valuation Multiple, less (ii) the Actual Net Debt as of December 31 ^st of the current year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, both of which shall be calculated in good faith pursuant to the audited financial statements of the Company for the current fiscal year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, and according to the method described in Exhibits B and G , as adjusted pursuant to Section 9.4.3.

9.2.1. Valuation Multiple . The “ Valuation Multiple ” shall be equivalent to: (i) if the Exit Put Option is exercised in 2016, nine point four times (9.4x) the Actual Adjusted EBITDA for the year 2016 (ii) if the Exit Put Option is exercised in 2017, nine point three times (9.3x) the Actual Adjusted EBITDA for the year 2017,

or (iii) if the Exit Put Option or the Exit Call Option is exercised in 2018, nine point two times (9.2x) the Actual Adjusted EBITDA for the year 2018.

9.2.2. The Company shall, on December 15 ^th of the current year of the exercise of the Exit Put Option or the Exit Call Option, as the case may be, calculate and send to the Majority Block Shareholders and the Investor its best estimated expected amount of the EBITDA for the current fiscal year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, and of the Net Debt in December 31 ^st of the current fiscal year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, and the resulting expected amount of the Exit Option Price (“ Preliminary Calculation ”).

Section 9.3. Regulatory Approvals . Upon the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Company, the Selling Shareholders and the Investor (and its relevant Affiliate, if applicable) shall submit, within the subsequent fifteen (15) Business Days, the potential transfer of shares of the Company to the approval of the Conselho Administrativo de Defesa Econômica – CADE , as it may be required under Applicable Law. In addition, the Parties hereby agree that if any other regulatory approvals are required for the implementation of the transfer of shares under Applicable Law, the Parties shall endeavor their best efforts to obtain such approvals as soon as feasible.

Section 9.4. Exit Closing Date. The Selling Shareholders and the Investor shall meet at the head offices of the Company following the later of (i) the fifth (5 ^th ) Business Day from the receipt of CADE’s approval, and (ii) the tenth (10 ^th ) Business Day of January of the subsequent year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, provided that there is no pending dispute on the Post Closing Adjustment Calculation (“ Exit Closing Date ”). For the avoidance of doubt, in the event there is a disagreement regarding the Post-Closing Adjustment Calculation, the Exit Closing Date shall not occur until final decision on the Post-Closing Adjustment Calculation dispute is settled, in accordance with the procedures set forth in Sections 3.3.2 to 3.3.7.

9.4.1. On the Exit Closing Date, (i) the Selling Shareholders shall immediately transfer the entirety of their shares of the Company to the Investor, (ii) the Investor shall deposit the Escrow Amount into the escrow account described in Section 9.5 below, and (iii) the Investor shall immediately pay to the Selling Shareholders ninety-five per cent (95%) of the balance of the expected Exit Option Price, as informed by the Company in the Preliminary Calculation and reduced by the Escrow Amount, proportionally to the equity interest held by each Selling Shareholder in the capital of the Company at the time of such exercise (jointly referred to as “ Exit Closing ”). The remaining five percent (5%) of the balance of the total amount of the Exit Option Price will be withheld by the Investor for the exclusive purpose of allowing the post-closing adjustment of the Exit

Option Price pursuant to the Actual Adjusted EBITDA and the Actual Net Debt set forth in Section 9.4.2 (“ Withheld Balance ”).

9.4.2. Within five (5) days of the earlier of (i) the issuance of the audited financial statements of the Company and Fermavi for the year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, or (ii) March 31 ^st of the subsequent year of the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Parties shall cause the Company to prepare in good faith and deliver to the Majority Block Shareholders and the Investor, based on the audited financial statements of the Company and Fermavi, prepared in conformity with IFRS, the definitive amount of the Actual Adjusted EBITDA, the Actual Net Debt and the resulting Exit Option Price (“ Exit Option Notice ”). If any of the Parties disagrees with the definitive amounts of the Actual Adjusted EBITDA and the Actual Net Debt set forth in the Exit Option Notice, the mechanism for the settlement of any dispute in the Post-Closing Notice, as provided for in Sections 3.3.2 to 3.3.7 , shall apply mutatis mutandis, and for the purposes of this section “Post-Closing Notice” as used in Sections 3.3.2 to 3.3.7 shall be interpreted as being the “Exit Option Notice”. The Exit Option Price calculated as above shall be the “ Final Exit Option Price ”.

9.4.3. (i) If the Final Exit Option Price is higher than the estimated Exit Option Price set forth in the Preliminary Calculation, then the Investor shall pay to the Selling Shareholders the Withheld Balance and the amount corresponding to the difference between the definitive Final Exit Option Price and the preliminary Exit Option Price set forth in the Preliminary Calculation, or (ii) if the Final Exit Option Price is lower than the estimated Exit Option Price set forth in the Preliminary Calculation, then the Investor shall retain the portion of the Withheld Balance corresponding to the difference between the definitive Final Exit Option Price and the preliminary Exit Option Price and pay to the Selling Shareholders the outstanding portion of the Withheld Balance, if any. If the Withheld Balance is not sufficient to cover the Final Exit Option Price adjustment set forth in this Section 9.4.3, the corresponding amount shall be released from the Escrow Account to the Investor and the Selling Shareholders shall credit the Escrow Account for the same amount released to the Investor. The payments set forth in this Section shall be made by the Investor to the Selling Shareholders on the fifth (5 ^th ) Business Day following the calculation of the definitive amount of the Final Exit Option Price in accordance with Section 9.4.2 above.

9.4.4. Payment . The preliminary Exit Option Price set forth in the Preliminary Calculation and the Final Exit Option Price, as applicable, shall be paid by the Investor without any deduction, set-off, counterclaim or withholdings (except for any withholding of Taxes due on capital gain, and the Escrow Amount and the Withheld Balance with respect to the preliminary Exit Option Price), as follows: (i) for the Selling Shareholders domiciled in Brazil, payment shall be made in Reais, by means of an electronic wire transfer of immediately available funds, to the banking accounts in Brazil to be informed in writing to the Investor

by the Selling Shareholders, and (ii) for the Selling Shareholders domiciled outside of Brazil, by means of an exchange agreement in order to effect an electronic wire transfer of immediately available funds, with the remittance of such immediately available funds, to such banking accounts outside Brazil to be informed in writing to the Investor by the Selling Shareholders, and Selling Shareholders acknowledge that after the remittance of such immediately available funds, the monies thereto related may be only available within the customary transaction time applicable for operations of similar nature. As a condition for the payment of the preliminary Exit Option Price set forth in the Preliminary Calculation and Final Exit Option Price, as applicable, to the Selling Shareholders domiciled outside of Brazil, the Selling Shareholders domiciled outside of Brazil shall (a) deliver to the Investor, at least three (3) Business Days in advance of the Exit Closing Date, a chart demonstrating the calculation of all Taxes on capital gains that shall be paid as a result of the sale of the shares of the Company held by such shareholders, in accordance with Section 26 of Law No. 10.833/06, which shall be withheld and paid to the relevant Governmental Authorities by the Investor; (b) timely comply with any and all request of document and/or information made by the financial institution responsible for performing the foreign exchange transaction; and (c) maintain, according to the Applicable Law, updated register with the Brazilian Central Bank as required at the time of the payment of the Final Exist Option Price, including, but not limited to, the electronic registry system of direct foreign investment implemented by the Central Bank ( Registro Declaratório Eletrônico de Investimentos Externos Diretos – RDE-IED ).

Section 9.5. Escrow Deposit . The amount of one hundred million Reais (R$ 100,000,000) shall be deducted from the Final Exit Option Price and deposited in an escrow account pursuant to the provisions of this Section 9.5 (“ Escrow Amount ”). Such escrow account shall be opened with a leading financial institution of escrow services in Brazil to be jointly selected by the Parties, and the Parties agree to negotiate the terms and conditions of the relevant escrow agreement in good faith. The Escrow Amount shall be kept in such escrow account with the sole purpose of performing the indemnification obligations of the Selling Shareholders after the exercise of the Exit Put Option or the Exit Call Option pursuant to Article 11 below. Any and all fees due to the financial institution responsible for the keeping of such escrow account shall be paid in the percentage of fifty per cent (50%) by the Selling Shareholders and fifty per cent (50%) by the Investor.

9.5.1. Upon the exercise of the Exit Put Option or the Exit Call Option, the Investor shall become automatically liable for the payment of the Final Exit Option Price to the Selling Shareholders and shall not be entitled to claim force majeure or any other event of excusable delay to delay, prevent or suspend the performance, or otherwise excuse the non-performance, of its obligations to pay any portion of the Final Exit Option Price, provided that, for the avoidance of doubt, any payment related to the Final Exit Option Price, in any circumstance, shall only be due to the extent that the ownership of all shares of the Company held by the Selling Shareholders is simultaneously transferred to the Investor, free and clear of any Liens.

Section 9.6 Termination of the Exit Put and Call Option . If the Exit Closing has not occurred on the Exit Closing Date (i) as a result of the conditions set forth in Section 9.1.2 above, except for condition set forth in item (g) therein, or (ii) because the shares are not clear of Liens, the Exit Put Option and the Exit Call Option shall be automatically revoked and canceled. Furthermore, if the failure to complete the transfer of the shares to occur on the Exit Closing Date is the result of a material breach of any obligation contained in this Article 9 by the Investor (or its relevant Affiliate), including the failure to pay the preliminary Exit Option Price set forth in the Preliminary Calculation, the Parties hereby consent and agree that the Shareholders’ Agreement will be automatically terminated and as a result all rights and obligations of the parties set forth in the Shareholders’ Agreement will be automatically terminated.

ARTICLE 10 – NON COMPETE

Section 10.1. Non-compete . As from the effective transfer of the shares of the Company to the Investor pursuant to the Exit Put Option or the Exit Call Option, as the case may be, the Majority Block Shareholders shall not, and shall procure that none of their respective Affiliates shall, for a period of five (5) years following the date of the effective transfer of shares, directly or indirectly, engage in any business competing with the PDQ Business.

10.1.1. If any of the Majority Block Shareholders and/or any of their Affiliates engages in any business in breach of the provisions of Section 10.1 above, the defaulting Majority Block Shareholder shall incur a non-compensatory penalty equivalent to (a) thirty million US Dollars (US$ 30,000,000), if the relevant breach is in Brazil, North America or Europe, or (b) ten million US Dollars (US$ 10,000,000), if the relevant breach is in South America (other than Brazil). Such non-compensatory fine shall be in addition to the compensation for any and all damages caused by the breach (except for any indirect damages) and specific performance of the obligations set forth herein; provided that any damages caused by the relevant breach shall be offset with the amount of the non-compensatory fine and the defaulting Majority Block Shareholder shall only be liable for any damages that exceed the non-compensatory fine. For the avoidance of doubt, the Majority Block Shareholders shall be individually (and not jointly) liable for compliance with this Section 10.1 .

ARTICLE 11 – INDEMNIFICATION AFTER EXIT PUT OPTION OR EXIT CALL OPTION

Section 11.1. Indemnification After Exit Put Option or Exit Call Option. Upon the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Parties shall set up a new memorandum account (“ New Memorandum Account ”), which shall record (i) any potential Indemnifiable Losses, and (ii) the amount of any Third-Party Claim of the Company, Third-Party Claims Received by Indemnified Party and Direct Claims, in both cases received by the Company or an Indemnified Party between the date of exercise of the Exit Put Option or the Exit Call Option, as the case may be, and the end of the Indemnification Period. The New Memorandum Account shall be created and maintained by the Company separately from its regular accounting books and records, under the supervision of the Parties. On a quarterly basis, up to thirty (30) days after the end of each quarter, the Parties agree that the Company will submit to the Parties a summary of the New Memorandum Account, informing the amounts recorded in the immediately preceding quarter according to this Article 11 and the overall balance of the New Memorandum Account.

11.1.1. Any Losses which (i) arise out of any Third-Party Claim of the Company, Third-Party Claims Received by Indemnified Party or Direct Claims set forth in the Memorandum Account prior to the date of exercise of the Exit Put Option or the Exit Call Option, as the case may be, and (ii) exceed the Deductible amount, shall have a percentage of its total amount transferred to the New Memorandum Account equivalent to the percentage of equity interest held by the Investor in the Company’s total outstanding capital as a result of the Post-Closing Adjustment. For the avoidance of doubt, after the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Memorandum Account shall stop the accrual of Indemnifiable Losses, which shall continue through the New Memorandum Account.

11.1.2. After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, all Indemnifiable Losses due by the Company pursuant to Section 8.1 shall be supported by the Deductible, in connection with an Indemnifiable Loss related to the Memorandum Account, and the Second Deductible in connection with an Indemnifiable Loss related to the New Memorandum Account and, only in the event it exceeds the Deductible and the Second Deductible it shall be paid with the funds of the Escrow Amount, with due regards to the Indemnification Period, and any other limitations to such indemnification obligation, except as otherwise provided for in this Article 11 .

11.1.3. Until the date on which the last Indemnifiable Loss is settled pursuant to this Article 11 , the Selling Shareholders shall have access during normal business hours to (i) the books and records of the Company, including all supporting documentation used by the Company in preparation of the New Memorandum Account, and (ii) the accounting personnel of the Company.

Section 11.2. Second Deductible . After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Company shall pay for (i) any Loss transferred to the New Memorandum Account pursuant to Section 11.1.1 above and (ii) any Loss recorded in the New Memorandum Account, until the total amount of such Losses recorded in the New Memorandum Account exceed the amount of twenty million Reais (R$ 20,000,000), annually adjusted by the IGP-M (“ Second Deductible ”). Until the Second Deductible is exceeded, no indemnification for any Losses shall be supported by the Escrow Amount.

Section 11.3. New Maximum Amount of Indemnification . After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Investor Indemnified Parties shall only be entitled to indemnification for the amount of their aggregate Indemnifiable Losses which exceeds the Deductible and the Second Deductible, and up to the limit of the Escrow Amount.

Section 11.4. Selling Shareholders Obligations . Any and all obligations undertaken by the Selling Shareholders pursuant to this Agreement shall be limited to the amount of the Escrow Account, and the Selling Shareholders will not be required to pay or disburse any cash in connection with any Loss.

Section 11.5. Escrow Account . The Escrow Amount shall remain in escrow until the later of (i) the end of the Indemnification Period, or (ii) with respect to Direct Claims, Third-Party Claim of the Company or Third-Party Claim Received by Indemnified Party that were notified after the exercise of the Exit Put Option or the Exit Call Option, as the case may be, during the Indemnification Period (“ Pending Claims ”), the date in which such Pending Claims are finally settled under the terms of Article 8 . Notwithstanding the foregoing, upon the end of the term of Indemnification Period, the escrow agent shall release to the Selling Shareholders the full balance of the Escrow Amount deposited in the escrow account, less the amount involved in any Pending Claims valuated in accordance with an independent assessment of the probable amount of the corresponding Losses. Upon the settlement of each Pending Claim under the terms of Article 8 , the balance of the Escrow Amount in the amount of such settled Pending Claim shall be immediately released to the Selling Shareholders.

Section 11.6. Defense . After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Selling Shareholders may opt to conduct and control all Third-Party Claims recorded in the Memorandum Account until such date. The Selling Shareholders may also opt to conduct and control for and on behalf of any Indemnified Party in a diligent manner, and, in any event, shall have the right to participate in, the settlement or defense of any Third-Party Claim received by the Company after the exercise of the Exit Put Option or the Exit Call Option, as the case may be, indemnifiable in accordance with Section 8.1 above. The Indemnified Party and the Company shall cooperate with the Selling Shareholders in connection therewith

by timely providing the information and documents relevant and reasonably requested by the Selling Shareholders and that are under the control of the Indemnified Party and/or the Company, including granting the powers of attorney necessary to prepare the defense and the supply to the Selling Shareholders of records and information that may be reasonably relevant for such defense, making employees available, including to act as witnesses or attorney-in-fact in connection with such Third-Party Claim. The Selling Shareholders shall maintain the Indemnified Party informed regarding the defense as long as the Third-Party Claim of the Company is ongoing.

ARTICLE 12 – TERMINATION

Section 12.1. Termination . With due regards to Section 13.10 below, this Agreement may only be terminated and the obligations hereunder will be automatically terminated and the Parties fully released form them strictly by the mutual written consent of the Parties and Intervenient Party. For the avoidance of any doubt, none of the Parties is entitled to terminate this Agreement due to any circumstance occurred between the date hereof and the Closing Date.

Section 12.2. Effect of Termination . If this Agreement is terminated as provided herein, the filings, applications and other submissions made to any Governmental Authority shall, to the extent practicable, be withdrawn from the Governmental Authority to which they were made. This Agreement shall have no further force or effect, and the further obligations of the Parties under this Agreement shall terminate without further Liability of any Party to any other Party, provided that such termination shall not affect (i) any claim any Party may have for damages caused by any reason of, or relieve any Party from, Liability for any breach of this Agreement prior to termination; (ii) the provisions of Sections 7.1 and 7.2 ; and (iii) the provisions of Article 13 .

ARTICLE 13 – MISCELLANEOUS

Section 13.1. Governing Law . This Agreement and the rights and obligations of the Parties and/or Intervening Party hereunder and the transactions contemplated hereby shall be governed by, enforced and interpreted in accordance with the Applicable Laws of the Federative Republic of Brazil.

Section 13.2. Arbitration . The Parties and/or Intervening Party hereto shall use their best efforts to settle any Dispute arising out of the execution, performance or interpretation of this Agreement by means of bona fide negotiations. If, within thirty 30 (thirty) days of the receipt by any party of a notice from any other party to that effect, the parties do not mutually agree on a solution, then any and all Dispute directly or indirectly related to this Agreement, among them those related to its existence, validity, effectiveness, interpretation,

compliance, default termination or extinction, involving any of the Parties and/or Intervening Party, shall be definitively resolved by arbitration pursuant to the Arbitration Rules (the “ Rules ”) of the Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada ( Centro de Arbitragem e Mediação da Câmara de Comércio Brasil-Canadá ) (the “ CCBC ” or the “ Arbitration Chamber ”), which shall administer and develop the arbitration procedure.

13.2.1. The Dispute shall be resolved pursuant to the Rules in force at the time of the filing of the arbitration request as well as to Federal Act No. 9307/1996 (“Arbitration Act”), as amended.

13.2.2. The arbitral tribunal shall be composed by three (3) arbitrators (the “ Arbitral Tribunal ”). One arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s), according to the Rules, and the two party-appointed arbitrators shall collectively and in mutual consent appoint a third arbitrator, who shall serve as the president of the Arbitral Tribunal. In the event either of the parties to the arbitration, even as a group of claimants or a group of respondents jointly, fails to appoint an arbitrator or the party-appointed arbitrators are unable to designate the third arbitrator, such arbitrator(s) shall be appointed by the CCBC in accordance with the Rules. Whether there are multiple parties that cannot be in a group of claimants or in a group of respondents and there is no consensus among the parties on the appointment of the arbitrators, the members of the Arbitral Tribunal shall be appointed by the CCBC, in accordance with the Rules.

13.2.3. The arbitral award shall be definitive, compulsory and legally binding on the Parties and their respective successors and assignees, and may be entered and enforced in any court having jurisdiction thereof or having jurisdiction over the relevant Party or any of its respective assets. The Parties and Intervening Party expressly waive any type of appeal against the arbitration award, except the request for correction of material error or clarification of obscurity, doubt, contradiction or omission of the arbitration award, as provided in Article 30 of Law No. 9,307, from September 23, 1996. The decisions shall be taken by majority of votes. The arbitration shall be legal and must take into consideration the Applicable Laws of the Federative Republic of Brazil, considering that the Arbitral Tribunal may not render a decision based on equity for the settlement of Dispute submitted to it.

13.2.4. The seat, or legal place, of arbitration shall be the city of São Paulo, State of São Paulo, Brazil. The Arbitral Tribunal may designate the performance of some specific acts of the arbitration proceedings in other cities whenever necessary, as long as duly motivated.

13.2.5. The Parties and/or Intervening Party establish that the official languages of the arbitration shall be English. Original documents in both Portuguese and English may be submitted as evidence in their original language. Witnesses not fluent in English may give evidence in their native tongue.

13.2.6. The arbitrator’s fees and arbitration costs shall be borne, in the course of the arbitration, in equal parts, between claimant(s), on one side, and respondent(s), on the other side. Except for the fees of the respective attorneys, which shall be borne by each of the Parties, individually. When rendering the arbitral award, the Arbitral Tribunal shall allocate the costs and expenses, including attorney’s fees to the losing party, including contractual attorneys’ fees, to a limit of 10% of the amount in Dispute.

13.2.7. Prior to the constitution of the Arbitral Tribunal, the Parties and/or the Intervening Party may request provisional and urgent measures to the courts, in accordance with the Rules. After its constitution, such remedies shall be requested to the Arbitral Tribunal, which shall have authority to uphold, overturn or modify measures previously granted by the relevant court.

13.2.8. Provisional and urgent measures, when applicable, and enforcement procedures, shall be requested to any court having jurisdiction over the Parties and/or Intervening Party and/or their assets, as the case may be, or to the courts of the City of São Paulo, State of São Paulo, Brazil. For any other judicial measures, the Parties and Intervening Party hereby elect the court of the City of São Paulo, State of São Paulo, Brazil. The request of such judicial measures shall not be construed as a waiver of this arbitration agreement or of the arbitration as the sole Dispute settlement mechanism between the Parties and Intervening Party.

13.2.9. Provided that the terms of reference as set forth in the Rules, have not been signed by the Parties, the Arbitral Tribunal may consolidate two or more simultaneous arbitral proceedings arising out of this Agreement, in accordance with the Rules. After the terms of reference are signed by the parties of the Dispute, the Arbitral Tribunal may consolidate arbitral proceedings based upon this Agreement, provided that: (i) the arbitral proceedings present significant issues of law or fact; (ii) no party would be unduly prejudiced; and (iii) consolidation under these circumstances would not result in undue delay. The Arbitral Tribunal that was first constituted shall have jurisdiction for consolidation and its decision shall be final and binding upon the parties to the proceedings.

13.2.10. Unless the Parties expressly agree in writing stating otherwise and unless required by Applicable Law, the Parties, their respective Representatives, the witnesses, experts, technical assistants, secretaries of the Arbitration Chamber and the Arbitration Court undertake, as general principle, to keep confidential the existence, content and the reports and awards pertinent to the arbitration procedure, along with the material used therein and created for the purposes pertinent to it, as well as other documents produced

by the other Party during the arbitration procedure which in other way are not of public domain – except if and to the extent that this disclosure might be required from a Party, as a consequence of a legal duty, seeking protection or legal right, execution or questioning of a decision in legal procedures in good faith before a judicial authority.

Section 13.3. Entire Agreement . This Agreement, including the Schedules and Exhibits hereto, together with the Share Purchase Agreement and the Shareholders’ Agreement, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreements, understandings, representations or warranties between the Parties.

Section 13.4. Notices . All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, by express registered or certified mail or telecopy to the appropriate address or number as set forth below.

I. If to Initial Shareholders :


(i)	If to Peach and/or Amber International :

Att.: Marcelo Faria de Lima

Av. das Nações Unidas, 12.551, 15th floor

São Paulo, SP 04578-000

Brazil

Telephone: (55 11) 3512-6800

E-mail: marcelo@artesia.com.br


(ii)	If to Gerhard and/or Tantalun :

Att.: Gerhard Walter Schultz

Avenida Paulista 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Telephone: (55 11) 3016-9600

E-mail: gws@produquimica.com.br


(iii)	If to Cau:

Att.: Paulo César Cau

Avenida Paulista, 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

Telephone: (55 11) 3016-9600

E-mail: pccau@produquimica.com.br


(iv)	If to Marcelino:

Att.: João Marcelino Ramos

Avenida Paulista, 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

Telephone: (55 11) 3016-9600

E-mail: marcelino.ramos@produquimica.com.br


(v)	If to TRB Industries:

Att.: Trevor Ryan Burgess

300 Beach Drive

City of St. Petersburg, State of Florida

United States of America

Telephone: 1-727-892-3094

E-mail: trevor.burgess@c1bank.com

II. If to Investor :

Compass Minerals

Att.: Chief Executive Officer

9900 W 109th Street, Suite 100

Overland Park, KS 66210 U.S.A.

Telephone: 1-913-344-9201

Email: malechaf@compassminerals.com

With copy (which shall not constitute a notice) to:

Compass Minerals

Att.: SVP, General Counsel

9900 W 109th Street, Suite 100

Overland Park, KS 66210 U.S.A.

Telephone: 1-913-344-9202

Email: tomand@compassminerals.com

III. If to the Company :

Att.: Gerhard Walter Schultz

Avenida Paulista 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Telephone: (55 11) 3016-9600

E-mail: gws@produquimica.com.br

or to such other address or addresses as the Parties may from time to time designate as to itself by like notice.

Notice given by overnight delivery service or express registered or certified mail shall be effective upon confirmed date of delivery. Notice given by telecopy shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. All notices by telecopy shall be confirmed by the Party giving such notice promptly after transmission in writing by certified mail or overnight delivery to the recipient Party. Additionally, the Parties may establish communications by e-mail, which shall not constitute a notice hereunder.

Section 13.5. Parties in Interest; Assignment . Neither Party shall assign or delegate (in whole or in part) its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Investor has the right to assign or delegate any of its obligations under this Agreement to any of its Affiliates, without the prior consent of the Initial Shareholders. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and shall be enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 13.6. Amendments and Waivers . This Agreement may not be modified or amended except by an instrument in writing signed by each of the Parties. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such or other right, power or privilege. To the maximum extent permitted by Applicable Law (i) no claim or right arising out of this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party, (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given, and (iii) no notice to or demand on one Party

will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Section 13.7. Agreement for the Parties’ Benefit Only; Non-Recourse . Except as otherwise specified herein, this Agreement is not intended to confer upon any Person not a party hereto, other than the Parties’ and its successors or permitted assigns, any rights or remedies hereunder, and no Person other than the Parties, their successors or permitted assigns is entitled to rely on any representation, warranty, covenant or agreement contained herein. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, attorney or representative of Investor or Initial Shareholders, respectively, shall have any Liability for any obligations or Liabilities of Investor or Initial Shareholders (as the case may be) under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, except for fraud or as otherwise provided by Brazilian Applicable Law.

Section 13.8. Specific Performance . Notwithstanding anything to the contrary set forth in this Agreement, the commitments and obligations assumed hereunder by each of the Parties are subject to specific performance, it being agreed that the establishment of damages shall not constitute adequate and sufficient reparation. For this purpose, the Parties acknowledge that the present Agreement, duly signed by two (2) witnesses, constitutes an extrajudicial enforcement instrument for the purpose of Article 585, II, of the Brazilian Code of Civil Procedure.

Section 13.9. Severability . If any term or other provision of this Agreement shall be held invalid, illegal or incapable of being enforced by any Applicable Law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to a Party. Upon such determination by a court of competent jurisdiction that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 13.10. Irreversible and Irrevocable Nature . This Agreement is entered into by the Parties and the Company on an irrevocable and irreversible basis, and is binding upon each of them, their heirs, successors and permitted assigns of any nature, at any time.

Section 13.11. Taxes, Fees and Expenses . Except as otherwise provided forth in this Agreement, each Party and the Company shall bear their own Taxes, costs, fees, and expenses (including attorneys’ and advisors’ fees and expenses) incurred in connection with the negotiation, preparation, and execution of this Agreement and consummation of the Transaction contemplated hereby.

Section 13.12. Counterparts; Third Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. No provision of this Agreement is intended to confer upon any Person other than the Parties hereto and the Intervening Party any rights or remedies hereunder.

Section 13.13. Intervening-Consenting Party . The Company has entered into this Agreement in order to (a) demonstrate its full knowledge of the terms and conditions herein provided and, where applicable, to ensure that all necessary steps will be taken for the full compliance of the terms of this Agreement; and (b) comply with the obligations attributed to it pursuant to this Agreement.

Section 13.14. Authorization to initialize . The Investor hereby authorizes João Guilherme Soggio Gomes de Oliveira (CPF/MF No. 228.564.828-64), _____________, and Amanda Fernandes Castro (CPF/MF No. 392.821.258-31), _____________, to initialize the Schedules and Exhibits of this Agreement on behalf of the Investor. The Initial Shareholders hereby authorizes Raphael Yukio Hayakawa da Costa (CPF/MF No. 386.550.258-01), _____________, and Francisco Almeida Prado de Andrade Coutinho (CPF/MF No. 317.385.638-47), _____________, to initialize the Schedules and Exhibits of this Agreement on behalf of the Initial Shareholders.

In witness whereof, the Parties hereto, together with the Company, have caused this Agreement to be duly signed in seven (7) counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, binding upon the Parties, the Company and their respective heirs and successors in the presence of the two (2) witnesses below.

[END OF PAGE INTENTIONALLY LEFT BLANK]

Signature page of the Subscription Agreement and Other Covenants, dated December 16, 2015, executed by and among Peach Tree LLC, Amber International LLC, TRB Industries LLC, Gerhard Walter Schultz, João Marcelino Ramos, Paulo César Cau, Tantalun Inc., Compass Minerals do Brasil Ltda., and, as intervening party, Produquímica Indústria e Comércio S.A.

Peach Tree LLC

/s/ Mrs. Beatriz Kopschitz Xavier Bastos

By: Mrs. Beatriz Kopschitz Xavier Bastos

Title: Attorney-in-Fact

Amber International LLC

/s/ Mrs. Beatriz Kopschitz Xavier Bastos

By: Mrs. Beatriz Kopschitz Xavier Bastos

Title: Attorney-in-Fact

TRB Industries LLC

/s/ Mrs. Beatriz Kopschitz Xavier Bastos

By: Mrs. Beatriz Kopschitz Xavier Bastos

Title: Attorney-in-Fact

Gerhard Walter Schultz

/s/ Gerhard Walter Schultz

João Marcelino Ramos

/s/ João Marcelino Ramos

Paulo César Cau

/s/ Paulo César Cau

Tantalun Inc.

/s/ Gerhard Walter Schultz

By: Gerhard Walter Schultz

Title: Officer

Compass Minerals do Basil Ltda.

/s/ Marcelo Nastromagario

By: Marcelo Nastromagario

Title: CEO

Produquímica Indústria e Comércio S.A.

/s/ Gerhard Walter Schultz

By: Gerhard Walter Schultz

Title: CEO

/s/ João Marcelino Ramos

By: João Marcelino Ramos

Title: Attorney-in-Fact

Witnesses:

/s/ Daniel Lins Mattos

By: Daniel Lins Mattos

RG No.: 10.091.782-88

/s/ Lucas Henrique C. M. Mussi

By: Lucas Henrique C. M. Mussi

RG No.: 2.915.565

Exhibit 2.4

Share Purchase and Sale Agreement and Other Covenants

by and between

Peach Tree LLC

Paulo César Cau

João Marcelino Ramos

TRB Industries LLC

Gerhard Walter Schultz

and

COMPASS MINERALS DO BRASIL LTDA

and

as Intervening and Consenting Party,

Produquímica Indústria e Comércio S.A.

Dated as of December 16, 2015

Table of Contents



ARTICLE 1 – DEFINITIONS AND RULES OF CONSTRUCTION	8
Section 1.1. Definitions	8
Section 1.2. Rules of Construction	13
ARTICLE 2 – PURCHASE AND SALE, PURCHASE PRICE AND PAYMENT	14
Section 2.1. Purchase and Sale	14
Section 2.2. Purchase Price	14
Section 2.3. Payment	15
ARTICLE 3 – CLOSING OBLIGATIONS AND POST-CLOSING ADJUSTMENT	16
Section 3.1. Closing	16
Section 3.2. Closing Obligations	16
Section 3.3. Transfer of the Purchased Shares	17
Section 3.4. Actual Adjusted EBITDA and Actual Net Debt	17
Section 3.5. Post-Closing Adjustment	18
ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS AND THE COMPANY	18
Section 4.1. Organization, Power and Authority	18
Section 4.2. Enforceability	19
Section 4.3. No Violation or Breach	19
Section 4.4. Consents	19
Section 4.5. Claims	19
Section 4.6. Ownership of Purchased Shares	20
ARTICLE 5 – REPRESENTATIONS AND WARRANTIES OF COMPASS	20
Section 5.1. Organization, Power and Authority	20
Section 5.2. Enforceability	20
Section 5.3. No Violation or Breach	20
Section 5.4. Consents	21
Section 5.5. Claims	21
ARTICLE 6 – COVENANTS	22
Section 6.1. Confidentiality	22
Section 6.2. Public Announcements	23
Section 6.3. Further Assurances	23
Section 6.4. Indemnification	23
ARTICLE 7 – TERMINATION	24
Section 7.1. Termination	24
Section 7.2. Effect of Termination	24
ARTICLE 8 – MISCELLANEOUS	25
Section 8.1. Governing Law	25
Section 8.2. Arbitration	25
Section 8.3. Entire Agreement	28



Section 8.4. Notices	28
Section 8.5. Parties in Interest; Assignment	31
Section 8.6. Amendments and Waivers.	31
Section 8.7. Agreement for the Parties’ Benefit Only; Non-Recourse.	32
Section 8.8. Specific Performance	32
Section 8.9. Severability	32
Section 8.10. Irreversible	33
Section 8.11. Taxes, Fees and Expenses	33
Section 8.12. Counterparts; Third Party Beneficiaries	33
Section 8.13. Intervening Parties	33

[PAGE INTENTIONALLY LEFT BLANK]

Share Purchase and Sale Agreement and Other Covenants

This Share Purchase and Sale Agreement and Other Covenants (the “ Agreement ”) is entered into as of December 16, 2015, by and among:

(C) Paulo César Cau , Brazilian, divorced, economist, bearer of the Identity Card No. 10.523.903-3 SSP/MG, enrolled with the CPF/MF under No. 981.633.618-91, resident and domiciled at Alameda Ribeirão Preto, 546, apartment 10, Bela Vista, in the City of São Paulo, State of São Paulo (“ Cau ”);

(D) João Marcelino Ramos , Brazilian, widower, industrial, bearer of the Identity Card No. 8.975.746 SSP/SP, enrolled with the CPF/MF under No. 975.979.708-97, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Avenida Paulista, 1.754, 3 ^rd floor, CEP 01310-920 (“ Marcelino ”);

(E) TRB Industries LLC , a company duly organized and existing in accordance with the laws of the State of Delaware, in the United States of America, with head offices at 300 Beach Drive, 33701, in the city of St. Petersburg in the State of Florida, in the United States of America, enrolled with the CNPJ/MF under nº 10.512.522/0001-26 (“ TRB Industries ”);

(F) Gerhard Walter Schultz , Brazilian, married, businessman, bearer of the Identity Card No. 6.931.515-2 SSP/SP, enrolled with the CPF/MF under No. 011.723.908-94, with offices at Av. Paulista 1754, 3 ^rd floor, CEP 01310-920, in the City of São Paulo, State of São Paulo (“ Gerhard ” and, jointly with Peach, Cau, Marcelino and TRB Industries, the “ Selling Shareholders ” and each individually, a “ Selling Shareholder ”); and

as intervening and consenting party,

(G) Produquímica Indústria e Comércio S.A. , a Brazilian corporation, with its head offices in the City of São Paulo, State of São Paulo, Brazil, at Av. Paulista, 1.754, 4º andar, CEP 01310-200, enrolled with CNPJ/MF under No. 60.398.138/0001-12 (“ Company ”, “ Produquímica ” or “ Intervening Party ”).

Selling Shareholders and Compass are hereinafter referred to, individually, as a “ Party ” and, jointly, as the “ Parties ”.

RECITALS

(i) Whereas, the Selling Shareholders are the legal holders and registered owners of thirty-five million, seven hundred thirty-four thousand and four (35,734,004) shares representing seventy-five point ninety-two percent (75.92%) of the voting and total capital of the Company as detailed in the table below;



Selling Shareholders	Number of Ordinary Shares	% vote	% economic
Peach	18,189,416	38.65%	38.65%
Gerhard	16,045,687	34.09%	34.09%
Marcelino	729,244	1.55%	1.55%
Cau	470,677	1.00%	1.00%
TRB Industries	298,980	0.64%	0.64%
Total	35,734,004	75.92%	75.92%

(ii) Whereas, as a result of a redemption of shares of the Company and issuance of new shares pursuant to the exercise of warrants (bonus de subscrição) to be implemented before or on the Closing, on the Closing Date the Selling Shareholders will be the legal holders and registered owners of twenty-nine million, five

hundred and eight thousand and eight hundred and eighty one (29,508,881) shares representing seventy-five point ninety-two percent (75.92%) of the voting capital stock and seventy three point seventy-seven percent (73.77%) of the total capital of the Company as detailed in the table below;



Selling Shareholders	Number of Ordinary Shares	% vote	% economic
Peach	15,020,688	38.65%	37.55%
Gerhard	13,250,412	34.09%	33.13%
Marcelino	602,204	1.55%	1.51%
Cau	388,682	1.00%	0.97%
TRB Industries	246,896	0.64%	0.62%
Total	29,508,881	75.92%	73.77%

(iii) Whereas, Compass has irrevocably undertaken to subscribe for newly issued shares of the Company pursuant to the “Subscription Agreement and Other Covenants” executed on the date hereof by and among Compass, the Selling Shareholders and other certain shareholders of the Company and, as intervening and consenting party, the Company (“ Subscription Agreement ”);

(iv) Whereas, the Majority Block Shareholders, Compass and the Company shall execute, on the Closing Date, a “Shareholders’ Agreement” of the Company, having the Company as intervening and consenting party, in order to establish the rules that will govern their relationship as shareholders of the Company (“ Shareholders’ Agreement ”); and

(v) Whereas, subject to the terms and conditions of this Agreement, the Selling Shareholders desire to sell to Compass three million, three hundred seventy-three thousand, two hundred eighty-five (3,373,285) shares of the Company (“ Purchased Shares ”) representing six point eleven percent (6.11%) of the voting capital stock and five point ninety-nine percent (5.99%) of the total capital of the Company , after the issuance of new shares to the Investor pursuant to the Subscription Agreement, and Compass desires to purchase the Purchased Shares from the Selling Shareholders, free and clear of Liens (except for the Shareholders’ Agreement).

ARTICLE 1 – DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions . Unless otherwise established herein, the capitalized terms used in this Agreement shall have the meaning established in the Subscription Agreement:

“ Accounting Expert ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Actual Net Debt ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Actual Adjusted EBITDA ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Additional Shares ” shall have the meaning ascribed to it in Exhibit VII .

“ Additional Purchase Price ” shall have the meaning ascribed to it in Exhibit VII .

“ Adjusted Subscribed Shares ” shall have the meaning ascribed to it in Exhibit VI .

“ Affiliate ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Agreement ” shall have the meaning ascribed to it in the Preamble.

“ Applicable Law ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Arbitral Tribunal ” shall have the meaning ascribed to it in Section 8.2.1 .

“ Arbitration Chamber ” shall have the meaning ascribed to it in Section 8.2 .

“ Business Day ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Call Option ” shall have the meaning ascribed to it in Exhibit VII .

“ Cash ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Cau ” shall have the meaning ascribed to it in the Preamble.

“ CCBC ” shall have the meaning ascribed to it in Section 8.2 .

“ Claim ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Closing Date ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Company ” shall have the meaning ascribed to it in the Preamble.

“ Compass ” shall have the meaning ascribed to it in the Preamble.

“ Control ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement. Terms deriving from Control, such as “Controlled” and “Controlling”, shall have a meaning analogous to Control.

“ EBITDA ” means the results of operating activities plus depreciation and amortization as defined in Exhibit F of the Subscription Agreement.

“ Estimated Net Debt ” shall have the meaning ascribed to it in Section 2.2 .

“ Estimated Adjusted EBITDA ” shall have the meaning ascribed to it in Section 2.2 .

“ Excess Shares ” shall have the meaning ascribed to it in Exhibit VII .

“ Excess Purchase Price ” shall have the meaning ascribed to it in Exhibit VII .

“ Fermavi ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Fermavi EBITDA ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Gerhard ” shall have the meaning ascribed to it in the Preamble.

“ Government Official ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Governmental Authority ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Gross Debt ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ IFRS ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“Indebtedness” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Initial Shareholder(s) ” shall have the meaning ascribed to it in the Subscription Agreement.

“ Intervening Party ” shall have the meaning ascribed to it in the Preamble.

“ KPMG ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Lien(s) ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Losses ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement

“ Marcelino ” shall have the meaning ascribed to it in the Preamble.

“ Majority Block Shareholders ” means the block composed by Peach, Amber International LLC, Tantalun Inc. and Gerhard, jointly referred.

“ Maximum Interest ” means the highest equity interest that Compass may hold in the Company as a result of the execution of this Agreement and the Subscription Agreement, which shall be equivalent to forty seven and a half per cent (47,5%) of the Company’s total voting capital.

“ Minimum Interest ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Net Debt ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Original Shareholders’ Agreement ” means the shareholders’ agreement executed by the Initial Shareholders on December 12, 2015, which will be filed at the headquarters of the Company pursuant to and for the purposes of Article 118 of the Brazilian Corporations Law.

“ Party(ies) ” shall have the meaning ascribed to it in the Preamble.

“ Peach ” shall have the meaning ascribed to it in the Preamble.

“ Person ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Produquímica ” shall have the meaning ascribed to it in the Preamble.

“ Purchase Price ” shall have the meaning ascribed to it in Section 2.2 .

“ Purchased Shares ” shall have the meaning ascribed to it in the Preamble.

“ Put Option ” shall have the meaning ascribed to it in Exhibit VII .

“ PwC ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Reais ” means the currency in full force and effect in the Federative Republic of Brazil.

“ Redemption of Shares ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Representative ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Rules ” shall have the meaning ascribed to it in Section 8.2 .

“ Selling Shareholders ” shall have the meaning ascribed to it in the Preamble.

“ Shareholders’ Agreement ” shall have the meaning ascribed to it in the Preamble.

“ Share Price ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Shortfall Shares ” shall have the meaning ascribed to it in Exhibit VII .

“ Subscribed Shares ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Subscription Agreement ” shall have the meaning ascribed to it in the Preamble.

“ Surplus Purchase Price ” shall have the meaning ascribed to it in Exhibit VII .

“ Tax ” or “ Taxes ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ Transaction ” shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.

“ TRB Industries ” shall have the meaning ascribed to it in the Preamble.

Section 1.2. Rules of Construction .

ARTICLE 2 – PURCHASE AND SALE, PURCHASE PRICE AND PAYMENT

Section 2.1. Purchase and Sale . The Parties hereby irrevocably and irreversibly agree that, on the Closing Date, the Selling Shareholders shall sell and transfer to Compass, and Compass shall purchase from the Selling Shareholders, all of the Purchased Shares of the Company, according to the proportional number of shares to be sold by each Selling Shareholder as indicated in Section 2.2 below.

Section 2.2. Purchase Price . In consideration of the purchase and sale of the Purchased Shares set forth herein, Compass shall pay to the Selling Shareholders an aggregate amount of seventy-seven million, three hundred seventy-four thousand, four hundred and six Reais and ninety-two Centavos (R$ 77,374,406.92) (the “ Purchase Price ”), which is based on a price per share of R$ 22.9374058 and which was calculated as detailed in Exhibit II and was based on (i) the estimated adjusted EBITDA of the Company for the year ended December 31, 2015, in the total amount of R$ 185 million (“ Estimated Adjusted EBITDA ”), multiplied by 9.5x, less (ii) the estimated Net Debt of the Company as of December 31, 2015, in the total amount of R$ 840 million (“ Estimated Net Debt ”), both of which were calculated in good faith pursuant to the methods described in Exhibits I and III . The Purchase Price will be subject to the Post-Closing Adjustment in accordance with Section 3.4 below. For the sake of completeness, the table below sets forth the number of shares that each Selling Shareholder will sell to the Investor, and which shall be used for purpose of payment of the Purchase Price to each Selling Shareholder:



Selling Shareholders	Number of Shares to be sold	% of Sold Shares	Purchase Value (in R$)
Peach	1,743,979	51.70%	40,002,354.03
Gerhard	1,521,883	45.12%	34,908,047.95
Marcelino	52,264	1.55%	1,198,800.58
Cau	33,732	1.00%	773,724.57
TRB Industries	21,427	0.64%	491,479.79
Total	3,373,285	100.00%	77,374,406.92

Section 2.3. Payment . Compass shall pay the Purchase Price to the Selling Shareholders, proportionally to the number of shares sold in accordance with Section 2.2 above, on the Closing Date, in immediately available funds, without any deduction, set-off, counterclaim or withholdings (except for any withholding of Taxes due on capital gain in accordance with Section 2.3.2 below), by means of a transfer of funds to the bank accounts informed in Exhibit IV . The final amount of the Purchase Price will be subject to the Post-Closing Adjustment and shall be increased or decreased pursuant to the mechanism set forth in Section 3.5 below.

2.3.1. The remittance of foreign funds by Compass for the purposes of payment of the Purchase Price shall include the necessary amounts for the payment of the Brazilian tax on credit transactions ( Imposto Sobre Operações de Crédito, Câmbio e Seguro ou relativas a Títulos ou Valores Mobiliários – IOF ) and all applicable fees in connection with the currency exchange agreements that shall be executed for the receipt of such payments, i.e. any and all Taxes and fees in connection with the remittance of any portion of the Purchase Price and execution of the currency exchange agreements, which shall be borne solely by Compass.

2.3.2. Compass shall pay the Purchase Price to each Selling Shareholder, in the following manner: (i) for the Selling Shareholders domiciled in Brazil, payment of the Purchase Price shall be made by means of an electronic wire transfer of immediately available funds, to such banking account in Brazil as designated to Compass pursuant to Exhibit IV , and (ii) for the Selling Shareholders domiciled outside of Brazil, by means of an exchange agreement in order to effect an electronic wire transfer of immediately available funds, with the remittance of such immediately available funds, to such banking account outside Brazil as designated to Compass pursuant to Exhibit IV, and Selling Shareholders acknowledge that after the remittance of such of immediately available funds, the monies thereto related may be only available within the customary transaction time applicable for operations of similar nature. The determination of the amount in foreign currency that will be delivered to each of the Selling Shareholders domiciled outside of Brazil to fulfill the payment of the Purchase Price, shall be calculated in accordance with the average of the closing dollar buy/sell rates ( taxa de compra/taxa de venda ) published by the Central Bank of Brazil for the Business Day prior to the Closing Date. As a condition for the payment of the Purchase Price to the Selling Shareholders domiciled outside of Brazil, the Selling Shareholders domiciled outside of Brazil shall deliver to Compass, at least three (3) Business Days in advance of the Closing Date, a chart demonstrating the calculation of all Taxes on capital

gains that shall be paid as a result of the sale of the Purchased Shares in accordance with Section 26 of Law No. 10.833/06, which shall be withheld and paid to the relevant Governmental Authorities by Compass.

2.3.2.1 Selling Shareholders domiciled outside of Brazil hereby expressly represent and warrant to Compass that the calculation of the Taxes on capital gains delivered to Compass according to Section 2.3.2 and the amounts indicated therein as cost of acquisition of their respective investments in the Company are accurate and supported by adequate documentation and therefore hereby expressly agree to hold harmless against, defend and indemnify Compass and its Affiliates, pursuant to Section 6.4 below, against any and all Losses related to the Tax on capital gains that shall be paid as a result of the sale of the Purchased Shares in the amounts so informed by the Selling Shareholders domiciled outside of Brazil.

ARTICLE 3 – CLOSING OBLIGATIONS AND POST-CLOSING ADJUSTMENT

Section 3.1. Closing . Upon the terms of this Agreement, the closing of the Transaction set forth in this Agreement, the Subscription Agreement and the Shareholders’ Agreement (“ Closing ”) shall take place at 10:00 a.m., on the Closing Date, at the offices of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, located at Alameda Joaquim Eugênio de Lima, 447, in the City of São Paulo, State of São Paulo, Brazil, or as otherwise agreed by the Parties.

(a) The Selling Shareholders shall release the Purchased Shares from the Original Shareholders’ Agreement in order to allow for the sale, as the case may be;

(b) Compass shall pay the Purchase Price to the Selling Shareholders, in accordance with Section 2.3 ;

(c) the Selling Shareholders shall deliver to Compass an executed copy of a receipt for the Purchase Price, in the form attached hereto as Exhibit V ;

(d) the Parties and the Company shall cause Itaú Unibanco in its capacity of book-keeping agent ( escriturador ) in charge of the registration of the Company’s shares, to register the Purchased Shares in the name of Compass, therefore transferring the Purchased Shares to Compass, free and clear of Liens (except for the Shareholders’ Agreement); and


(e)	the Company shall execute the relevant annotations with Itaú Unibanco in its capacity of book-keeping agent ( escriturador ) in charge of the registration of the Company’s shares, reflecting the ownership of the Purchased Shares by Compass.

Section 3.3. Transfer of the Purchased Shares . Upon payment of the Purchase Price to the Selling Shareholders, each of the Parties agrees to take all actions permitted by applicable law that may be reasonably necessary to give effect to the settlement of the transfer of the Purchased Shares set forth herein, which actions may include, without limitation, (i) voting or causing to be voted any shares of the Company, (ii) causing the adoption of shareholders resolutions and amendments to the Company’s by-laws, (iii) executing agreements or instruments, including their amendments, and (iv) making, or causing to be made, with any competent authority all filings, approvals, registrations or similar actions that are required to achieve such result.

Section 3.4. Actual Adjusted EBITDA and Actual Net Debt .

3.4.1. Within five (5) days of the earlier of (i) the issuance of the audited financial statements of the Company and Fermavi for the year ended on December 31, 2015, or (ii) March 31, 2016, the Parties shall follow the

procedures set forth in Section 3.3 of the Subscription Agreement for the purposes of calculating the Actual Adjusted EBITDA and the Actual Net Debt.

3.4.2. Throughout all of the procedures for the calculation of the Actual Adjusted EBITDA and the Actual Net Debt, the Selling Shareholders shall be represented by Peach and Gerhard during all negotiations and understandings with Compass and the Accounting Expert, with full powers to act on behalf of all Selling Shareholders.

Section 3.5. Post-Closing Adjustment . Upon final definition of the Actual Adjusted EBITDA and the Actual Net Debt, pursuant to Section 3.4 above, the Parties shall proceed as set forth in Exhibit VII (“ Post-Closing Adjustment ”).

ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS AND THE COMPANY

Each of the Selling Shareholders and the Company, individually, hereby represents and warrants to Compass, as of the date hereof:

Section 4.1. Organization, Power and Authority . Each of the Selling Shareholders that is a natural person has the ownership, power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. Each of the Selling Shareholders that is a corporate entity and the Company are duly incorporated and validly existing under the Applicable Laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its respective business as currently conducted. Each of the Selling Shareholders that is a corporate entity and the Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each Selling Shareholder that is a corporate entity and the Company.

Section 4.2. Enforceability . This Agreement has been duly and validly executed and delivered by Selling Shareholders and Company and constitutes a valid and binding agreement of Selling Shareholders and the Company enforceable against the Selling Shareholders and Company in accordance with its terms in any court having jurisdiction over the Selling Shareholders and the Company, subject to bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws that affect creditors’ rights generally.

Section 4.3. No Violation or Breach . Neither the execution or delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions of this Agreement by the Selling Shareholders, and the Company shall (i) result in a violation or breach of or default under any provision of the by-laws of the Company and/or its Subsidiaries (as defined in the Subscription Agreement); (ii) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, require any additional approval under, accelerate the performance provided by, require the assumption of, give any third party the right to terminate or result (a) in the creation of any Lien upon any of the properties or assets of Company and/or its Subsidiaries (as defined in the Subscription Agreement) or (b) in any other change in right or obligation or the loss of a benefit under any term, condition or provision of any material contract to which the Company and/or its Subsidiaries (as defined in the Subscription Agreement) is now a party; or (iii) violate any Applicable Law by which the Company and/or its Subsidiaries (as defined in the Subscription Agreement) or any of their assets may be bound or affected, except in the case of clauses (ii) and (iii), to the extent that such violation does not impair or delay the ability of the Selling Shareholders and/or the Company to perform their obligations hereunder.

Section 4.5. Claims . There is no Claim, of any nature, pending against the Selling Shareholders and/or the Company that, if adversely determined, would change, delay, or prevent the transactions and the other

covenants set forth herein from being consummated, or hinder the Selling Shareholders’ and/or the Company’s ability to timely perform their obligations under this Agreement.

Section 4.6. Ownership of Purchased Shares . The Selling Shareholders are the legal holders and registered owners of the Purchased Shares free and clear of any Liens except for the Original Shareholders’ Agreement. The Purchased Shares have been duly authorized, validly issued and are fully paid.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES OF COMPASS

Compass represents and warrants to the Selling Shareholders, as of the date hereof:

Section 5.1. Organization, Power and Authority . Compass is validly incorporated, organized and existing under the Applicable Laws and has the requisite corporate power and authority to carry on its business as currently conducted. Compass has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by the requisite corporate or similar action on the part of Compass.

Section 5.2. Enforceability . This Agreement has been duly and validly executed and delivered by Compass and constitutes a valid and binding agreement of Compass enforceable against Compass in accordance with its terms in any court having jurisdiction over Compass, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws of general application from time to time in effect that affect creditors’ rights.

Section 5.3. No Violation or Breach . Neither the execution or delivery of this Agreement nor the consummation of the Transaction and performance of the terms and conditions of this Agreement by Compass shall (i) result in a violation or breach of or default under any provision of the by-laws (or other foundational instrument) of Compass; (ii) violate, conflict with, result in the breach of, constitute a default under, be

prohibited by, require any additional approval under, accelerate the performance provided by, require the assumption of, give any third party the right to terminate or result in any other change in right or obligation or the loss of a benefit under any term, condition or provision of any material contract to which Compass is a party or by which it is bound; or (iii) violate any Applicable Law by which Compass or any of its assets may be bound or affected, except in the case of clauses (ii) and (iii), to the extent that such violation does not impair or delay the ability of Compass to perform its obligations hereunder.

Section 5.4. Consents . No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority, including CADE, is required in connection with the execution, delivery and performance of this Agreement by Compass or the consummation by Compass of the Transaction contemplated hereby and thereby.

Section 5.5. Claims . There is no Claim, of any nature, pending against Compass that, if adversely determined, would change, delay, or prevent the Transaction and the other covenants set forth herein from being consummated, or hinder Compass’ ability to timely perform its obligations under this Agreement.

Section 5.6. Solvency . Compass has immediately available funds to pay for the Purchase Price to the Selling Shareholders and to pay all other fees and expenses that are payable by Compass in connection with the transactions and other covenants contemplated by this Agreement. After giving effect to the transactions and other covenants contemplated by this Agreement, Compass (i) shall be able to pay its debts as they become due; (ii) shall own assets which have a fair saleable value greater than the amounts required to pay its debts and other liabilities; and (iii) shall have adequate capital to carry on its respective businesses. No obligation is being incurred in connection with the transactions and other covenants contemplated by this Agreement with the intent to hinder, delay or defraud creditors of Compass.

ARTICLE 6 – COVENANTS

Section 6.1. Confidentiality .

6.1.1. Each of the Parties shall, and shall cause its Affiliates and its and their respective Representatives to, at all times, treat as confidential the provisions of this Agreement and the information that it or they have received or obtained in connection with the negotiation, execution and performance of this Agreement. Each of the Parties shall, and shall cause its Affiliates to, keep confidential the information relating to all Parties and the Company and the contents of this Agreement and other documents signed in connection the Transaction.

6.1.2. Notwithstanding the foregoing, a Party may disclose information that would otherwise be confidential if and to the extent:

(a) required by Applicable Law or any governmental authority with jurisdiction over the Party, provided that prior written notice of any such confidential information to be disclosed shall (wherever it is reasonably practicable to do so) be given to the other Party;

(c) it comes into the public domain other than as a result of a breach by the disclosing Party or any of its Representatives.

6.1.3. Except as expressly modified and superseded hereby, the Confidentiality Agreement (as defined in the Subscription Agreement) shall remain in full force and effect according to its terms.

Section 6.2. Public Announcements . No Party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement and the transactions contemplated hereby and other covenants contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall, in any event, cooperate as to the timing and contents of any such press release or public announcement; provided , however , that it is expressly understood and agreed that Compass and/or Compass Minerals Inc. will, without seeking prior written consent from the Selling Shareholders and/or the Company and/or its Subsidiaries, (i) disclose the material terms of this transaction to the extent required pursuant to U.S. law; and (ii) disclose certain information regarding its investment in the Company, included but not limited to filing this Agreement, to the extent required pursuant to U.S. law.

Section 6.3. Further Assurances . Each Selling Shareholder and Compass shall (whether before, at or after the date hereof) use their commercially reasonable efforts to do, execute and deliver, or cause to be done, executed and delivered, such further actions, documents and instruments as may be reasonably required by the other Party to give full effect to this Agreement and the transactions contemplated hereby or thereby. For the avoidance of doubt, the obligations of the Selling Shareholders and Compass under this Section 6.3 shall survive the date hereof.

Section 6.4. Indemnification . The Parties shall comply with the provisions of this Agreement and the Parties shall be liable for any Losses that they may cause to each other in case of (i) breach of any representations and warranties of this Agreement and/or (ii) failure to comply with their obligations under this Agreement, including but not limited to Section 2.3.2.1. The Parties acknowledge that the payment of indemnification may not constitute adequate or sufficient compensation for such Losses, and any Party may request the specific performance of the breached obligation, pursuant to Section 8.8 below.

6.4.1. Compass shall not be entitled to any indemnification by the Selling Shareholders except as a result of fraud or willful misconduct by the Selling Shareholders, or as expressly set forth in Section 6.4 above. For the avoidance of doubt, the Selling Shareholders shall not be held liable, and Compass shall not be entitled to any indemnification for Losses resulting from or arising out of acts, facts or omissions occurring before

the Closing Date (inclusive) in relation to the Company and/or the Purchased Shares, with the exception of any acts, facts or omissions of fraud or willful misconduct.

6.4.2. Whenever a Claim or another matter that otherwise may become a Loss, is notified under the terms of this Agreement, it shall cause the obligation to indemnify under this Agreement to survive until the Claim or matter is finally settled, as applicable, by (i) an enforceable and final judicial or arbitral decision issued in connection with the given Claim or matter; and/or (iii) Selling Shareholders and/or Compass, as applicable, reasonably agree, in writing, that such indemnity is certain and due by one Party to the other, as applicable.

ARTICLE 7 – TERMINATION

Section 7.1. Termination . This Agreement may only be terminated and the obligations hereunder will be automatically terminated and the Parties fully released form them strictly by the mutual written consent of the Parties and the Intervening Parties.

Section 7.2. Effect of Termination . If this Agreement is terminated as provided herein, the filings, applications and other submissions made to any Governmental Authority shall, to the extent practicable, be withdrawn from the Governmental Authority to which they were made. This Agreement shall have no further force or effect, and the further obligations of the Parties under this Agreement shall terminate without further liability of any Party to any other Party, provided that such termination shall not affect (i) any claim any Party may have for damages caused by any reason of, or relieve any Party from, liability for any breach of this Agreement prior to termination; (ii) the provisions of Sections 6.1 and 6 .2 ; and (iii) the provisions of Article 8 .

ARTICLE 8 – MISCELLANEOUS

Section 8.1.1 Governing Law . This Agreement and the rights and obligations of the Parties and/or Intervening Parties hereunder and the transactions contemplated hereby shall be governed by, enforced and interpreted in accordance with the Applicable Laws of the Federative Republic of Brazil.

Section 8.2. Arbitration . The Parties and/or Intervening Parties hereto shall use their best efforts to settle any Dispute arising out of the execution, performance or interpretation of this Agreement by means of bona fide negotiations. If, within thirty 30 (thirty) days of the receipt by any party of a notice from any other party to that effect, the parties do not mutually agree on a solution, then any and all Dispute directly or indirectly related to this Agreement, among them those related to its existence, validity, effectiveness, interpretation, compliance, default, termination or extinction, involving any of the Parties and/or Intervening Parties, shall be definitively resolved by arbitration pursuant to the Arbitration Rules (the “ Rules ”) of the Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada ( Centro de Arbitragem e Mediação da Câmara de Comércio Brasil-Canadá ) (the “ CCBC ” or the “ Arbitration Chamber ”), which shall administer and develop the arbitration procedure.

8.2.1. The Dispute shall be resolved pursuant to the Rules in force at the time of the filing of the arbitration request as well as to Federal Act No. 9307/1996 (“Arbitration Act”), as amended.

8.2.2. The arbitral tribunal shall be composed by three (3) arbitrators (the “ Arbitral Tribunal ”). One arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s), according to the Rules, and the two party-appointed arbitrators shall collectively and in mutual consent appoint a third arbitrator, who shall serve as the president of the Arbitral Tribunal. In the event either of the parties to the arbitration, even as a group of claimants or a group of respondents jointly, fails to appoint an arbitrator or the party-appointed arbitrators are unable to designate the third arbitrator, such arbitrator(s) shall be appointed by the CCBC in accordance with the Rules. Whether there are multiple parties that cannot be in a group of claimants or in a group of respondents and there is no consensus among the parties on the appointment of

the arbitrators, the members of the Arbitral Tribunal shall be appointed by the CCBC, in accordance with the Rules.

8.2.3. The arbitral award shall be definitive, compulsory and legally binding on the Parties and their respective successors and assignees, and may be entered and enforced in any court having jurisdiction thereof or having jurisdiction over the relevant Party or any of its respective assets. The Parties expressly waive any type of appeal against the arbitration award, except the request for correction of material error or clarification of obscurity, doubt, contradiction or omission of the arbitration award, as provided in Article 30 of Law No. 9,307, from September 23, 1996. The decisions shall be taken by majority of votes. The arbitration shall be legal and must take into consideration the Applicable Laws of the Federative Republic of Brazil, considering that the Arbitral Tribunal may not render a decision based on equity for the settlement of Dispute submitted to it.

8.2.4. The seat, or legal place, of arbitration shall be the city of São Paulo, State of São Paulo, Brazil. The Arbitral Tribunal may designate the performance of some specific acts of the arbitration proceedings in other cities whenever necessary, as long as duly motivated.

8.2.5. The Parties establish that the official languages of the arbitration shall be English. Original documents in both Portuguese and English may be submitted as evidence in their original language. Witnesses not fluent in English may give evidence in their native tongue.

8.2.6. The arbitrator’s fees and arbitration costs shall be borne, in the course of the arbitration, in equal parts, between claimant(s), on one side, and respondent(s), on the other side. Except for the fees of the respective attorneys, which shall be borne by each of the Parties, individually. When rendering the arbitral award, the Arbitral Tribunal shall allocate the costs and expenses, including attorney’s fees to the losing party, including contractual attorneys’ fees, to a limit of 10% of the amount in Dispute.

8.2.7. Prior to the constitution of the Arbitral Tribunal, the Parties and/or the Intervening Parties may request provisional and urgent measures to the courts, in accordance with the Rules. After its constitution, such

remedies shall be requested to the Arbitral Tribunal, which shall have authority to uphold, overturn or modify measures previously granted by the relevant court.

8.2.8. Provisional and urgent measures, when applicable, and enforcement procedures, shall be requested to any court having jurisdiction over the Parties and/or Intervening Parties and/or their assets, as the case may be, or to the courts of the city of São Paulo, State of São Paulo, Brazil. For any other judicial measures, the Parties and Intervening Parties hereby elect the court of the city of São Paulo, State of São Paulo, Brazil. The request of such judicial measures shall not be construed as a waiver of this arbitration agreement or of the arbitration as the sole dispute settlement mechanism between the Parties and Intervening Parties.

8.2.9. Provided that the terms of reference as set forth in the Rules, have not been signed by the Parties, the Arbitral Tribunal may consolidate two or more simultaneous arbitral proceedings arising out of this Agreement, in accordance with the Rules. After the terms of reference are signed by the parties of the dispute, the Arbitral Tribunal may consolidate arbitral proceedings based upon this Agreement, provided that: (i) the arbitral proceedings present significant issues of law or fact; (ii) no party would be unduly prejudiced; and (iii) consolidation under these circumstances would not result in undue delay. The Arbitral Tribunal that was first constituted shall have jurisdiction for consolidation and its decision shall be final and binding upon the parties to the proceedings.

8.2.10. Unless the Parties expressly agree in writing stating otherwise and unless required by Applicable Law, the Parties, their respective representatives, the witnesses, experts, technical assistants, secretaries of the Arbitration Chamber and the Arbitration Court undertake, as general principle, to keep confidential the existence, content and the reports and awards pertinent to the arbitration procedure, along with the material used therein and created for the purposes pertinent to it, as well as other documents produced by the other Party during the arbitration procedure which in other way are not of public domain – except if and to the extent that this disclosure might be required from a Party, as a consequence of a legal duty, seeking protection or legal right, execution or questioning of a decision in legal procedures in good faith before a judicial authority.

Section 8.3. Entire Agreement . This Agreement, including the Exhibits hereto together with the Subscription Agreement and the Shareholders’ Agreement, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior written or oral agreements, understandings, representations or warranties between the Parties.

Section 8.4. Notices . All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, by express registered or certified mail or telecopy to the appropriate address or number as set forth below.

I. If to Selling Shareholders


(i)	If to Peach :

Att.: Marcelo Lima

Av. das Nações Unidas, 12.551, 15th floor

São Paulo/SP, 04578-000

Brazil

Telephone: (55 11) 3512-6800

E-mail: marcelo@artesia.com.br


(ii)	If to Gerhard :

Att.: Gerhard Walter Schultz

Avenida Paulista 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

E-mail: gws@produquimica.com.br


(iii)	If to Cau:

Att.: Paulo César Cau

Avenida Paulista, 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

Telephone: (55 11) 3016-9600

E-mail: pccau@produquimica.com.br


(iv)	If to Marcelino:

Att.: João Marcelino Ramos

Avenida Paulista, 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

Telephone: (55 11) 3016-9600

E-mail: marcelino.ramos@produquimica.com.br


(v)	If to TRB Industries:

Att.: Trevor Ryan Burgess

300 Beach Drive

City of St. Petersburg, State of Florida

United States of America

Telephone: 1-727-892-3094

E-mail: trevor.burgess@c1bank.com

II. If to Compass

Compass Minerals

Att.: Chief Executive Officer

9900 W 109th Street, Suite 100

Overland Park, KS 66210 U.S.A.

Telephone: 1-913-344-9201

Email: malechaf@compassminerals.com

With copy (which shall not constitute a notice) to:

Compass Minerals

Att.: General Counsel

9900 W 109th Street, Suite 100

Overland Park, KS 66210 U.S.A.

Telephone: 1-913-344-9202

Email: tomand@compassminerals.com

III. If to the Company:

Att.: Gerhard Walter Schultz

Avenida Paulista 1754, 3rd floor

Cerqueira César, São Paulo/SP, 01310-920

Brazil

E-mail: gws@produquimica.com.br

With copy (which shall not constitute a notice) to:

Att.: Marcelo Lima

Av. das Nações Unidas, 12.551, 15th floor

São Paulo/SP, 04578-000

Brazil

Telephone: (55 11) 3512-6800

E-mail: marcelo@artesia.com.br

or to such other address or addresses as the Parties may from time to time designate as to itself by like notice.

Notice given by overnight delivery service or express registered or certified mail shall be effective upon confirmed time of delivery. Notice given by telecopy shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. All notices by telecopy shall be confirmed by the Party giving such notice promptly after transmission in writing by certified mail or overnight delivery to the recipient Party. Additionally, the Parties may establish communications by e-mail, which shall not constitute a notice hereunder.

Section 8.5. Parties in Interest; Assignment . Neither Party shall assign or delegate (in whole or in part) its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Compass has the right to assign or delegate any of its obligations under this Agreement to any of its Affiliates, without the prior consent of the Selling Shareholders. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and shall be enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 8.6. Amendments and Waivers . This Agreement may not be modified or amended except by an instrument in writing signed by each of the Parties. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such or other right, power or privilege. To the maximum extent permitted by Applicable Law (i) no claim or right arising out of this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party, (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given, and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Section 8.7. Agreement for the Parties’ Benefit Only; Non-Recourse . Except as otherwise specified herein, this Agreement is not intended to confer upon any Person not a party hereto, other than the Parties’ and their successors or permitted assigns, any rights or remedies hereunder, and no Person other than the Parties, their successors or permitted assigns is entitled to rely on any representation, warranty, covenant or agreement contained herein. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, attorney or representative of Compass or Selling Shareholders, respectively, shall have any claim for any obligations of Compass or Selling Shareholders (as the case may be) under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, except for fraud or as otherwise provided by Brazilian Applicable Law.

Section 8.8. Specific Performance . Notwithstanding anything to the contrary set forth in this Agreement, the commitments and obligations assumed hereunder by each of the Parties are subject to specific performance, it being agreed that the establishment of damages shall not constitute adequate and sufficient reparation. For this purpose, the Parties acknowledge that the present Agreement, duly signed by two (2) witnesses, constitutes an extrajudicial enforcement instrument for the purpose of the Brazilian Code of Civil Procedure.

Section 8.9. Severability . If any term or other provision of this Agreement shall be held invalid, illegal or incapable of being enforced by any Applicable Law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to a Party. Upon such determination by a court of competent jurisdiction that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 8.10. Irreversible and Irrevocable Nature . This Agreement is entered into by the Parties and the Company on an irrevocable and irreversible basis, and is binding upon each of them, their heirs, successors and permitted assigns of any nature, at any time.

Section 8.11. Taxes, Fees and Expenses . Except as otherwise provided forth in this Agreement as well as in Section 7.5 of the Subscription Agreement, each Party shall bear its own Taxes, costs, fees, and expenses (including attorneys’ and advisors’ fees and expenses) incurred in connection with the negotiation, preparation, and execution of this Agreement and consummation of the Transaction contemplated hereby.

Section 8.12. Counterparts; Third Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. No provision of this Agreement is intended to confer upon any Person other than the Parties hereto and the Company any rights or remedies hereunder.

Section 8.13. Intervening Parties . The Intervening Parties has entered into this Agreement in order to (a) demonstrate its full knowledge of the terms and conditions herein provided and, where applicable, to ensure that all necessary steps will be taken for the full compliance of the terms of this Agreement; and (b) comply with the obligations attributed to each of them pursuant to this Agreement.

In witness whereof, the Parties hereto, together with the Company, have caused this Agreement to be duly signed in 7 (seven) counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, binding upon the Parties and the Company and their respective heirs and successors in the presence of the two (2) witnesses below.

[END OF PAGE INTENTIONALLY LEFT BLANK]

Signature page of the Share Purchase Agreement and Other Covenants, dated December 16, 2015, executed by and among Peach Tree LLC, Paulo César Cau, João Marcelino Ramos, TRB Industries LLC, Gerhard Walter Schultz, Compass Minerals do Basil Ltda., and, as intervening party, Produquímica Indústria e Comércio S.A.

Peach Tree LLC

/s/ Mrs. Beatriz Kopschitz Xavier Bastos

By: Mrs. Beatriz Kopschitz Xavier Bastos

Title: Attorney-in-Fact

Paulo César Cau

/s/ Paulo César Cau

João Marcelino Ramos

/s/ João Marcelino Ramos

TRB Industries LLC

/s/ Mrs. Beatriz Kopschitz Xavier Bastos

By: Mrs. Beatriz Kopschitz Xavier Bastos

Title: Attorney-in-Fact

Gerhard Walter Schultz

/s/ Gerhard Walter Schultz

Compass Minerals do Basil Ltda.

/s/ Marcelo Nastromagario

By: Marcelo Nastromagario

Title: CEO

Produquímica Indústria e Comércio S.A.

/s/ Gerhard Walter Schultz

By: Gerhard Walter Schultz

Title: CEO

Produquímica Indústria e Comércio S.A.

/s/ João Marcelino Ramos

By: João Marcelino Ramos

Title: Attorney-in-Fact

Witnesses:

/s/ Daniel Lins Mattos

Name: Daniel Lins Mattos

RG No.: 10.091.782-88

/s/ Lucas Henrique C. M. Mussi

Name: Lucas Henrique C. M. Mussi

RG No.: 2.915.565

Exhibit 10.14

Summary of Non-Employee Director Compensation Program for 2016

Effective January 1, 2016, the following compensation program applies to non-employee directors of Compass Minerals International, Inc. (the “Company”).


1.	Annual Retainer - Each non-employee director will receive from the Company an annual retainer of $160,000 per year:


a)	$75,000 of the annual retainer amount per year is the cash retainer and may be deferred into the Directors’ Deferred Compensation Plan at the election of the director; and


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


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


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



Audit Committee	$	10,000
Compensation Committee	$	7,500
Nominating/Corporate Governance Committee	$	5,000
Environmental, Health & Safety Committee	$	5,000


4.	Committee Chair Fee . Each non-employee director who serves as a committee chair for 2016 will receive from the Company the following annual fee, as follows:



Audit Committee	$	22,500
Compensation Committee	$	15,000
Nominating/Corporate Governance Committee	$	12,500
Environmental, Health & Safety Committee	$	12,500


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


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

Exhibit 10.43

Listing of Executive Officers who are Parties to the 2013 Form of Change in Control Severance Agreement (filed as Exhibit 10.35 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013) and Restrictive Covenant Agreement (included as Exhibit A to Exhibit 10.35 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013).

Steven Berger

Keith Espelien

Matthew Foulston

Jack Leunig

Francis Malecha

Robert Miller

Diana Toman



EXECUTION VERSION	Exhibit 10.57

INCREMENTAL TERM LOAN AMENDMENT dated as of December 14, 2015 (this “ Amendment ”), among COMPASS MINERALS INTERNATIONAL, INC. (the “ US Borrower ”), COMPASS MINERALS CANADA CORP. (f/k/a SIFTO CANADA CORP.) (the “ Canadian Borrower ”), COMPASS MINERALS UK LIMITED (f/k/a SALT UNION LIMITED) (the “ UK Borrower ” and, together with the US Borrower and the Canadian Borrower, the “ Borrowers ”), each other undersigned Credit Party, the INCREMENTAL LENDERS (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”) under the Credit Agreement referred to below, to the CREDIT AGREEMENT dated as of November 28, 2001, as Amended and Restated as of May 18, 2012 (as in effect immediately prior to the effectiveness of this Amendment, the “ Credit Agreement ”), among the Borrowers, the Lenders party thereto, the Administrative Agent and the other agents, arrangers and bookrunners party thereto.

A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers and have agreed to extend credit to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein.

B. Pursuant to Section 2.23 of the Credit Agreement, the US Borrower has requested that the Persons set forth on Schedule I hereto (together with their permitted successors and assigns, the “ Incremental Lenders ”) provide Incremental Term Loans to the US Borrower under the Credit Agreement in an aggregate principal amount equal to $100,000,000, the proceeds of which will be used to pay a portion of the consideration for the acquisition of up to 47.5% of the outstanding Equity Interests of Produquímica Indústria e Comércio S.A. (the “ Acquisition ”), to pay fees and expenses related to the foregoing or otherwise for working capital and general corporate purposes.

C. The Incremental Lenders are willing to provide such Incremental Term Loans to the US Borrower on the Incremental Effective Date (as defined below) pursuant to the terms and subject to the conditions set forth herein.

D. With respect to such Incremental Term Loans, J.P. Morgan Securities LLC will act as sole lead arranger and sole bookrunner.

E. Substantially contemporaneously with this Amendment, the Borrowers and the Required Lenders have entered into a Second Amendment and Consent dated December 11, 2015 (the “ Second Amendment and Consent ”).

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Terms Generally. (a) The rules of construction set forth in Section 1.03 of the Credit Agreement shall apply mutatis mutandis to this Amendment. Capitalized terms used but not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Credit Agreement.

(b) As used in this Amendment, the following terms have the meanings specified below:

“ Relevant Transaction Parties ” shall mean, collectively each Borrower and each other US Credit Party.

“ Tranche E Term Commitment ” shall mean, with respect to each Incremental Lender, the commitment of such Incremental Lender to make a Tranche E Term Loan hereunder on the Incremental Effective Date, expressed as an amount representing the maximum principal amount of the Tranche E Term Loans to be made by such Incremental Lender hereunder, as set forth on Schedule 1 hereto. The aggregate principal amount of the Tranche E Term Commitments of all Incremental Lenders as of the date of this Amendment is $100,000,000.

“ Tranche E Term Loans ” shall mean the loans made pursuant to Section 2 of this Amendment.

SECTION 2. Commitment. Pursuant to the terms and subject to the conditions set forth herein, each Incremental Lender agrees, severally and not jointly, to make a Tranche E Term Loan to the US Borrower on the Incremental Effective Date in a principal amount not to exceed such Incremental Lender’s Tranche E Term Commitment. Unless previously terminated, the Tranche E Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Incremental Effective Date. Amounts prepaid or repaid in respect of Tranche E Term Loans may not be reborrowed.

SECTION 3. Amendments to the Credit Agreement. Effective as of the Incremental Effective Date, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“ Tranche E Incremental Amendment ” shall mean the Incremental Term Loan Amendment dated as of December 14, 2015, among the Borrowers, the other Credit Parties party thereto, the Additional Lenders party thereto and the Administrative Agent.

“ Tranche E Term Loan Maturity Date ” shall mean, with respect to the Tranche E Term Loans, May 18, 2017, or, if such date is not a Business Day, the next succeeding Business Day.

“ Tranche E Term Loans ” shall mean the loans made pursuant to the Tranche E Incremental Amendment.

(b) The definition of the term “ Applicable Rate ” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following text immediately after the last sentence in the second paragraph of such definition:

“The Applicable Rate in respect of Tranche E Term Loans maintained as (i) Base Rate Loans shall be 0.75% and (ii) Eurodollar Loans shall be 1.75%.”

(c) The definition of the term “ Maturity Date ” in Section 1.01 of the Credit Agreement is hereby amended by adding the text “the Tranche E Term Loan Maturity Date,” immediately after the text “the Tranche D Term Loan Maturity Date,” in such definition.

(d) The definition of the term “ Term Loan ” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following text as the last sentence thereof:

“Unless the context clearly indicates otherwise, the term “Term Loan” shall include any Incremental Term Loan (including, for the avoidance of doubt, any Tranche E Term Loan).”

(e) Section 2.11(c) of the Credit Agreement is hereby amended by adding the text “Tranche E Term Loans,” immediately after the text “Tranche D Term Loans,”.

(f) Section 2.12 of the Credit Agreement is hereby amended by deleting the text of paragraph (b) of such Section in its entirety and inserting the following text in lieu thereof:

“(b) In addition to any other mandatory repayments pursuant to this Section 2.12, on each date set forth below, the US Borrower shall be required to repay (i) that principal amount of Tranche D Term Loans, to the extent then outstanding, as is set forth opposite each such date under the heading “Tranche D Term Loan Amount” and (ii) that principal amount of Tranche E Term Loans, to the extent then outstanding, as is set forth opposite each such date under the heading “Tranche E Term Loan Amount” (each repayment set out in this paragraph (b), as the same may be reduced as provided in Sections 2.11(d) and 2.12(f), a “ Scheduled Repayment ”):



Scheduled Repayment Date	Tranche D Term Loan Amount	Tranche E Term Loan Amount
June 30, 2012	$967,500.00	--
September 30, 2012	$967,500.00	--
December 31, 2012	$967,500.00	--
March 31, 2013	$967,500.00	--
June 30, 2013	$967,500.00	--
September 30, 2013	$967,500.00	--
December 31, 2013	$967,500.00	--
March 31, 2014	$967,500.00	--
June 30, 2014	$967,500.00	--
September 30, 2014	$967,500.00	--
December 31, 2014	$967,500.00	--
March 31, 2015	$967,500.00	--
June 30, 2015	$967,500.00	--
September 30, 2015	$967,500.00	--
December 31, 2015	$967,500.00	--
March 31, 2016	$967,500.00	$250,000.00
June 30, 2016	$967,500.00	$250,000.00
September 30, 2016	$967,500.00	$250,000.00
December 31, 2016	$967,500.00	$250,000.00
March 31, 2017	$967,500.00	$250,000.00
Tranche D Term Loan and Tranche E Term Loan Maturity Date	$367,650,000.00	$98,750,000.00”

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Borrower represents and warrants to the Administrative Agent and to each of the Lenders (including the Incremental Lenders) that:

(a) This Amendment has been duly authorized, executed and delivered by each Borrower and each other Credit Party and constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b) The representations and warranties set forth in the Credit Agreement and each other Credit Document are true and correct in all material respects on and as of the Incremental Effective Date with the same effect as though such representations and warranties had been made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date); and

(c) On the Incremental Effective Date and immediately after giving effect to this Amendment and the incurrence of the Tranche E Term Loans, there shall exist no Default or Event of Default.

SECTION 5. Conditions to Effectiveness. This Amendment and the obligations of the Incremental Lenders to make the Tranche E Term Loans hereunder shall become effective on the first date (the “ Incremental Effective Date ”) on which each of the following conditions precedent is satisfied (or, to the extent permitted by the Credit Agreement, waived by each of the Incremental Lenders):

(a) The Administrative Agent shall have received from each party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic (including Adobe pdf copy) transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The Administrative Agent shall have received from the US Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche E Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement.

(c) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Incremental Lenders and dated as of the Incremental Effective Date), in form and substance reasonably satisfactory to the Administrative Agent, from Latham & Watkins LLP, special counsel to the US Borrower and each other US Credit Party.

(d) (i) The Administrative Agent shall have received from each Relevant Transaction Party a certificate, dated the Incremental Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Relevant Transaction Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Relevant Transaction Party and the resolutions of such Relevant Transaction Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent and (ii) all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such

documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

(e) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and requested at least five Business Days prior to the Incremental Effective Date by the Administrative Agent or any Incremental Lender.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date, including all Upfront Fees (as defined below in Section 7) and, to the extent invoiced one Business Day prior to the Incremental Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.

(g) On the Incremental Effective Date, (i) after giving effect to the incurrence of the Tranche E Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, the Total Leverage Ratio on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) shall not exceed 4.50 to 1.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) shall not exceed 2.50:1.00, (ii) the US Borrower shall be in compliance, on a Pro Forma Basis (as provided in Section 2.23(a) of the Credit Agreement) after giving effect to the incurrence of the Tranche E Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of the Credit Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (iii) the incurrence of the Tranche E Term Loans shall have been duly authorized by the US Borrower, (iv) the representations and warranties made in Section 4 hereof shall be true and correct and (v) the Administrative Agent shall have received a certificate of an Authorized Officer of the US Borrower, dated as of the Incremental Effective Date, confirming compliance with the conditions set forth in clauses (i), (ii), (iii) and (iv) of this paragraph (g), together with all relevant calculations related thereto.

Notwithstanding the foregoing, the obligations of the Incremental Lenders to make Tranche E Term Loans shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 14, 2015 (and, in the event such conditions are not so satisfied, this Amendment shall terminate at such time).

SECTION 6. Post-Closing Items. (a) No later than 90 days following the Incremental Effective Date, the US Borrower shall provide to the Administrative Agent a certificate of the chief financial officer of the US Borrower either (i) confirming that there have been no changes to the information provided pursuant to Sections 6.01(j)(i)

and 6.01(j)(ii) of the Credit Agreement since the most recent delivery pursuant to Section 6.01(j) of the Credit Agreement or (ii) setting out any such changes.

(b) No later than 90 days after the Incremental Effective Date (or such later date as the Administrative Agent in its sole discretion may permit), the Borrowers shall cause the applicable Credit Party to deliver, with respect to each Mortgage encumbering a US Mortgaged Property, (i) an amendment or an amendment and restatement thereof (each, a “ Mortgage Amendment ”), in form and substance reasonably acceptable to the Administrative Agent, setting forth such changes as are reasonably necessary to reflect that the lien securing the Obligations under the Credit Agreement encumbers such US Mortgaged Property and to further grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected, (ii) date down and modification endorsements to the mortgagee's title insurance policies reflecting the Mortgage Amendment in respect of each of the US Mortgaged Properties reflecting that there are no encumbrances affecting the US Mortgaged Properties except as permitted under the Credit Agreement and (iii) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular US Mortgaged Property and the related documentation set forth in clauses (ii) and (iii) above shall not be required to the extent that local counsel reasonably acceptable to the Administrative Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the US Mortgaged Property to secure the Tranche E Term Commitments and extensions of credit thereunder. Nothing herein shall serve to amend or affect in any way the obligations of the Credit Parties pursuant to Section 6.11(b) of the Credit Agreement, as applicable.

SECTION 7. Upfront Fees. In consideration of the agreements of the Incremental Lenders contained in this Amendment, the US Borrower agrees to pay to the Administrative Agent, in immediately available funds, for the account of each Incremental Lender, an upfront fee (collectively, the “ Upfront Fees ”) in an amount equal to 0.025% of the aggregate Tranche E Term Commitments of each such Lender. The Upfront Fees shall be payable on, and subject to the occurrence of, the Incremental Effective Date. Once paid, the Upfront Fees shall not be refundable under any circumstances.

SECTION 8. Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Agents, the Borrowers or any other Credit Party under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers or any other Credit Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. After the date this Amendment becomes effective, any reference to the

Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute an “Incremental Term Loan Amendment”, each Tranche E Term Loan shall constitute an “Incremental Term Loan” and each Tranche E Term Commitment shall constitute an “Incremental Term Loan Commitment”, in each case for all purposes of the Credit Agreement and the other Credit Documents.

SECTION 9. Reaffirmation. (a) Each of the Borrowers and each other undersigned Credit Party (collectively, the “ Reaffirming Parties ”), (i) hereby consents to the Amendment, the Second Amendment and Consent, and the respective transactions contemplated thereby, (ii) hereby affirms and confirms its respective guarantees, pledges, grants of security interests and other commitments and obligations, as applicable, under each of the Security Documents and each of the other Credit Documents that is governed by the laws of the United States (collectively, the “ Reaffirmed Documents ”) to which it is a party and (iii) agrees that, notwithstanding the effectiveness of the Amendment, the Second Amendment and Consent, and the consummation of the respective transactions contemplated thereby, the Credit Documents to which it is a party and such guarantees, pledges, grants of security interests and other commitments and obligations thereunder, shall continue to be in full force and effect in accordance with the terms thereof. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by the US Borrower with Section 6.11 of the Credit Agreement (as amended hereby) and to satisfy the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Credit Agreement (as amended hereby) and hereby reaffirms its obligations under each similar provision of each Reaffirmed Document to which it is a party.

(b) Each of the Reaffirming Parties party to each of the Reaffirmed Documents securing the Obligations of the Borrowers hereby confirms and agrees that (i) the Tranche E Term Loans constitute Obligations (or any word of like import) under such documents and (ii) the Term Loans, the Revolving Loans, the B/As, the Swingline Loans and the Letters of Credit have constituted and continue to constitute Obligations (or any word of like import) under such documents.

SECTION 10. No Novation and Lender Acknowledgement. (a) This Amendment shall not extinguish the Loans outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Credit Agreement, which shall remain outstanding after the Incremental Effective Date in accordance with their terms. Notwithstanding any provision of this Amendment, the provisions of Sections 2.16, 2.17, 2.18 and 9.07 of the Credit Agreement as in effect immediately prior to the Incremental Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Incremental Effective Date.

(b) Each of the Incremental Lenders acknowledges and agrees that the Borrower shall not have any obligation to obtain or maintain any rating with respect to the Tranche E Term Loans.

SECTION 11. Applicable Law; Waiver of Jury Trial. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Notwithstanding anything to the contrary contained herein, the provisions of Sections 10.07 and 10.15 of the Credit Agreement are incorporated by reference herein, mutatis mutandis .

SECTION 12. Counterparts; Amendment. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrowers, the Administrative Agent, each Incremental Lender and any other party the consent of which would be required by the Credit Agreement.

SECTION 13. Expenses. The US Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment.

SECTION 14. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 15. Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.



COMPASS MINERALS INTERNATIONAL, INC., as US Borrower,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



COMPASS MINERALS CANADA CORP. (f/k/a SIFTO CANADA CORP.), as Canadian Borrower,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



COMPASS MINERALS UK LIMITED (f/k/a SALT UNION LIMITED), as UK Borrower,
by	/s/ Caroline McAlindon
	Name: Caroline McAlindon
	Title: Director



GREAT SALT LAKE HOLDINGS, LLC,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



COMPASS MINERALS OGDEN INC. (f/k/a GREAT SALT LAKE MINERALS CORPORATION),
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



COMPASS MINERALS LOUISIANA INC. (f/k/a CAREY SALT COMPANY),
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



DOVE CREEK GRAZING, LLC,
by	/s/ Keith Espelien
	Name: Keith Espelien
	Title: Manager



GSL CORPORATION,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



NAMSCO INC.,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



COMPASS MINERALS AMERICA INC. (f/k/a NORTH AMERICAN SALT COMPANY),
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer



CLYMAN BAY RESOURCES, INC.,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



COMPASS MINERALS USA INC.,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



WOLF TRAX HOLDINGS INC.,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



WOLF TRAX USA INC.,
by	/s/ James D. Standen
	Name: James D. Standen
	Title: Treasurer & Assistant Secretary



JPMORGAN CHASE BANK, N.A., individually as an Incremental Lender and as the Administrative Agent,
by	/s/ Peter S. Predun
	Name: Peter S. Predun
	Title: Executive Director



BANK OF AMERICA, N.A., as an Incremental Lender,
by	/s/ Dianne M. Smith
	Name: Dianne M. Smith
	Title: Senior Vice President



THE BANK OF NOVA SCOTIA, as an Incremental Lender,
by	/s/ Paula J. Czach
	Name: Paula J. Czach
	Title: Managing Director



WELLS FARGO BANK, NA, as an Incremental Lender,
by	/s/ Damon Bodenhamer
	Name: Damon Bodenhamer
	Title: Vice President

SCHEDULE I

Incremental Lenders



Name	Tranche E Term Commitment
JPMorgan Chase Bank, N.A.		$25,000,000
Bank of America, N.A.		$25,000,000
The Bank of Nova Scotia		$25,000,000
Wells Fargo Bank, N.A.		$25,000,000
Total		$100,000,000

Exhibit 12.1




Compass Minerals International, Inc.
Computation of Ratios of Earnings to Fixed Charges
(in millions)


Year ended December 31,	2015			2014			2013
Earnings:
Net earnings before income taxes	$	159.2		$	291.8		$	174.1
Less: capitalized interest	(1.5		)	(0.3		)	(0.6		)
Plus: fixed charges	26.5			23.3			21.1
	$	184.2		$	314.8		$	194.6

Fixed Charges:
Interest charges	$	21.5		$	20.1		$	17.9
Capitalized interest	1.5			0.3			0.6
Plus interest factor in operating rent expense	3.5			2.9			2.6
	$	26.5		$	23.3		$	21.1

Ratio of earnings to fixed charges	6.95x			13.51x			9.22x

Exhibit 21.1

Compass Minerals International, Inc.

Subsidiary Listing



Company Name	Jurisdiction of Incorporation
Clyman Bay Resources, Inc.	Delaware, U.S.
CMP Capital, Inc.	Delaware, U.S.
Compass Minerals America Inc.	Delaware, U.S.
Compass Minerals Louisiana Inc.	Delaware, U.S.
Compass Minerals Odgen Inc.	Delaware, U.S.
Compass Minerals USA Inc.	Delaware, U.S.
Curlew Valley Farms, LLC	Utah, U.S.
Dove Creek Grazing, LLC	Utah, U.S.
Great Salt Lake Holdings, LLC	Delaware, U.S.
GSL Corporation	Delaware, U.S.
NAMSCO Inc.	Delaware, U.S.
Wolf Trax USA Inc.	Delaware, U.S.
Wolf Trax Holdings Inc.	Delaware, U.S.
CMI Canada Holdings Company	Nova Scotia, Canada
CMI Nova Scotia Company	Nova Scotia, Canada
CMP Canada Inc.	Nova Scotia, Canada
Compass Canada Limited Partnership	Ontario, Canada
Compass Canada Potash Holdings Inc.	Saskatchewan, Canada
Compass Minerals Canada Corp.	Nova Scotia, Canada
Compass Minerals International Limited Partnership	Ontario, Canada
Compass Minerals Manitoba Inc.	Manitoba, Canada
Compass Minerals Nova Scotia Company	Nova Scotia, Canada
Compass Minerals Wynyard Inc.	Saskatchewan, Canada
Compass Resources Canada Company	Nova Scotia, Canada
NASC Nova Scotia Company	Nova Scotia, Canada
Compass Minerals (Europe) Limited	England and Wales
Compass Minerals Storage & Archives Limited	England and Wales
Compass Minerals UK Holdings Limited	England and Wales
Compass Minerals UK Limited	England and Wales
DeepStore Holdings Limited	England and Wales
DeepStore Limited	England and Wales
Salt Union Limited	England and Wales
Wolf Trax Europe Limited	England and Wales
Compass Cayman Holdings Ltd.	Cayman Islands
Compass South American Salt Holdings Ltd.	Cayman Islands
Compass Minerals Chile Limitada	Chile
Compass Minerals do Brasil Ltda.	Brazil
Compass Minerals South Africa Pty Ltd.	South Africa

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-119410; Form S-8 No. 333-121965; Form S-8 No. 333-127699; Form S-8 333-203922) pertaining to the Compass Minerals International, Inc. 2005 Incentive Award Plan and Compass Minerals International, Inc. 2015 Incentive Award Plan of our reports dated February 22, 2016, with respect to the consolidated financial statements and schedule of Compass Minerals International, Inc., and the effectiveness of internal control over financial reporting of Compass Minerals International, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.



February 22, 2016			/s/ Ernst & Young LLP
Kansas City, Missouri

Exhibit 31.1

I, Francis J. Malecha, certify that:


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


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


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


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


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


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


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



Date: February 22, 2016	/s/ Francis J. Malecha
	Francis J. Malecha
	President and Chief Executive Officer

Exhibit 31.2

I, Matthew J. Foulston, certify that:


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


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


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


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


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


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


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



Date: February 22, 2016	/s/ Matthew J. Foulston
	Matthew J. Foulston
	Chief Financial Officer

Exhibit 32

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

Each of the undersigned hereby certifies that this annual report on Form 10-K for the annual period ended December 31, 2015, 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.

February 22, 2016	/s/ Francis J. Malecha
	Francis J. Malecha
	President and Chief Executive Officer

	/s/ Matthew J. Foulston
	Matthew J. Foulston
	Chief Financial Officer

Exhibit 95

MINE SAFETY DISCLOSURE

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR § 229.104) require issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine to disclose certain information regarding specified health and safety violations, orders and citations, related civil penalty assessments, related legal actions and mining-related fatalities.

Compass Minerals’ Cote Blanch Mine is an underground salt mine located in St. Mary Parish, Louisiana. It is regulated by the federal Mine Safety and Health Administration (“MSHA”).

The Federal Mine Safety and Health Act of 1977 (“Mine Act”) requires the Mine Safety and Health Administration (“MSHA”) to thoroughly inspect surface mines at least twice a year and underground mines at least four times a year. The Mine Act requires MSHA to issue a citation or otherwise take enforcement against a mine operator if an inspector or authorized representative believes that a violation of the Mine Act or MSHA’s standards or regulations has occurred. The Mine Act requires mine operators to abate—to correct—every alleged violation within a time period specified by MSHA, regardless of whether the mine operator intends to contest or dispute the alleged violation. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface, coal or metal/non-metal) of the operator and the mine.

Liability under the Mine Act is strict. Mine operators are generally liable under the Mine Act for violations of the Mine Act or the standards and regulations promulgated under the Mine Act, regardless of fault. MSHA proposes a civil penalty for each alleged violation that it cites. Mine operators may contest these enforcement actions and the related penalties before the Federal Mine Safety and Health Review Commission, an independent adjudicatory agency.

The table below contains information for the reporting period concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. 229.104).



Subsidiary Name/ Mine I.D. Number	Section 104(a) S&S Citations ¹	Section 104(b) Orders ²	Section 104(d) Citations or Orders ³	Section 110(b)(2) Violations ⁴	Section 107(a) Orders ⁵	Total Dollar Value of MSHA Assessments Proposed (Actual Amount)	Total Number of Mining Related Fatalities	Received Notice of Pattern of Violations under Section 104(e) (Yes/No) ⁶	Legal Actions Pending as of Last Day of Period	Legal Actions Initiated During Period	Legal Actions Resolved During Period
Cote Blanche Mine Mine I.D. No. 16-00358	18	0	0	0	0	$7,523	0	No	3 ⁷	2 ⁸	1 ⁹

¹ Section 104(a) S&S citations are alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard.

² Section 104(b) orders are alleged failures to abate or correct an alleged violation within the period of time specified in the citation or order.

³ Section 104(d) citations and orders are issued for alleged unwarrantable failures-aggravated conduct constituting more than ordinary negligence-to comply with mandatory safety or health standards .

⁴ Section 110(b)(2) violations are issued for alleged “flagrant” failures-reckless or repeated failures-to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

⁵ Section 107(a) imminent danger orders are issued for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. A 107(a) order requires an operator to immediately withdraw miners from the area of the mine affected by the condition.

⁶ Section 104(e) written notices are served when MSHA determines that a mine operator has demonstrated a pattern of violating mandatory health or safety standards that could significantly and substantially contribute to a mine safety or health hazard.

⁷ The legal actions pending as of the last day of the reporting period are: (a) the civil penalty proceeding, Docket No. CENT 2015-582, involving the contest of Citation No. 8624082 and the related civil penalty; and (b) the civil penalty proceeding involving contest of Citation No. 8868244 and the related civil penalty; and (c) the civil penalty proceeding involving Citation No. 8868258 and the related civil penalty.

⁸ MSHA issued Citation No. 8868244 to Compass on November 3, 2015. It alleges a Section 104(a) non-S&S violation. Compass contested Citation No. 8868244 and the $127 penalty MSHA proposed for the alleged violation during the reporting period. MSHA issued Citation No. 8868258 to Compass on November 10, 2015. It alleges a Section 104(a) non-S&S violation. Compass contested Citation No. 8868258 and the $100 proposed penalty that MSHA proposed for the alleged violation during the reporting period.

⁹ Compass resolved the civil penalty proceeding involving the contest of Citation No. 8776619 and the related civil penalty.