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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
or
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to __________________________
Commission File Number 001-31921
CMP-20200630_G1.JPG
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3972986
(State or other jurisdiction of
 incorporation or organization)
(I.R.S. Employer
Identification Number)
9900 West 109th Street
Suite 100
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices, zip code and telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $0.01 par value CMP The New York Stock Exchange
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files) Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of July 31, 2020, was 33,944,311 shares.

Table of Contents
COMPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
2
3
4
5
6
7
25
37
37
PART II. OTHER INFORMATION
38
38
39
39
39
39
40
41
1
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
(Unaudited)
  June 30,
2020 		December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents $ 67.2    $ 34.7   
Receivables, less allowance for doubtful accounts of $9.3 in 2020 and $10.7 in 2019 168.6    342.4   
Inventories 325.1    311.5   
Other 59.5    96.4   
Total current assets 620.4    785.0   
Property, plant and equipment, net 948.0    1,030.8   
Intangible assets, net 86.0    103.0   
Goodwill 264.9    343.0   
Investment in equity investee 23.5    24.9   
Other 143.0    156.5   
Total assets $ 2,085.8    $ 2,443.2   
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt $ 39.0    $ 52.1   
Accounts payable 108.1    126.2   
Accrued salaries and wages 28.3    34.4   
Income taxes payable 12.2    10.4   
Accrued interest 11.7    11.3   
Accrued expenses and other current liabilities 61.7    61.5   
Total current liabilities 261.0    295.9   
Long-term debt, net of current portion 1,247.5    1,363.9   
Deferred income taxes, net 80.6    89.9   
Other noncurrent liabilities 153.1    163.9   
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock: $0.01 par value, 200,000,000 authorized shares; 35,367,264 issued shares
0.4    0.4   
Additional paid-in capital 122.3    117.1   
Treasury stock, at cost — 1,446,072 shares at June 30, 2020 and 1,481,611 shares at December 31, 2019
(3.8)   (3.2)  
Retained earnings 587.0    607.4   
Accumulated other comprehensive loss (362.3)   (192.1)  
Total stockholders’ equity 343.6    529.6   
Total liabilities and stockholders’ equity $ 2,085.8    $ 2,443.2   
The accompanying notes are an integral part of the consolidated financial statements.

2
Table of Contents
COMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except share and per share data)
  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2020 2019 2020 2019
Sales $ 256.1    $ 245.2    $ 670.0    $ 648.9   
Shipping and handling cost 40.5    48.0    142.3    160.9   
Product cost 149.3    151.4    374.1    369.6   
Gross profit 66.3    45.8    153.6    118.4   
Selling, general and administrative expenses 41.8    41.7    84.9    81.1   
Operating earnings 24.5    4.1    68.7    37.3   
Other expense (income):
Interest expense 17.2    16.8    36.2    33.0   
Net earnings in equity investee (0.2)   (0.1)   (0.1)   —   
Loss (gain) on foreign exchange 5.0    4.1    (9.3)   9.0   
Other, net (0.4)   (0.5)   (0.3)   (1.0)  
Earnings (loss) before income taxes 2.9    (16.2)   42.2    (3.7)  
Income tax expense (benefit) 1.2    (4.4)   12.9    0.5   
Net earnings (loss) $ 1.7    $ (11.8)   $ 29.3    $ (4.2)  
Basic net earnings (loss) per common share $ 0.04    $ (0.36)   $ 0.85    $ (0.14)  
Diluted net earnings (loss) per common share $ 0.04    $ (0.36)   $ 0.84    $ (0.14)  
Weighted-average common shares outstanding (in thousands):
Basic 33,915    33,883    33,903    33,878   
Diluted 33,915    33,883    33,903    33,878   
The accompanying notes are an integral part of the consolidated financial statements.

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Table of Contents
COMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2020 2019 2020 2019
Net earnings (loss) $ 1.7    $ (11.8)   $ 29.3    $ (4.2)  
Other comprehensive income (loss):
Unrealized gain from change in pension obligations, net of tax of $(0.0) for the three and six months ending June 30, 2020 and 2019, respectively.
0.2    0.1    0.4    0.2   
Unrealized gain (loss) on cash flow hedges, net of tax of $(0.3) in the both the three and six months ended June 30, 2020 and $0.1 in the three and six months ended June 30, 2019, respectively.
0.7    (0.4)   0.8    (0.3)  
Cumulative translation adjustment 2.1    18.3    (171.4)   32.8   
Comprehensive income (loss) $ 4.7    $ 6.2    $ (140.9)   $ 28.5   
The accompanying notes are an integral part of the consolidated financial statements.

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COMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three and six months ended June 30, 2020 and 2019
(Unaudited, in millions)
  Common
Stock 		Additional
Paid-In
Capital 		Treasury
Stock 		Retained
Earnings 		Accumulated
Other
Comprehensive
Loss 		Total
Balance, December 31, 2019 $ 0.4    $ 117.1    $ (3.2)   $ 607.4    $ (192.1)   $ 529.6   
Comprehensive income (loss) 27.6    (173.2)   (145.6)  
Dividends on common stock ($0.72 per share)
0.1    (24.9)   (24.8)  
Shares issued for stock units, net of shares withheld for taxes
(0.1)   (0.1)  
Stock-based compensation 2.4    2.4   
Balance, March 31, 2020 $ 0.4    $ 119.6    $ (3.3)   $ 610.1    $ (365.3)   $ 361.5   
Comprehensive income 1.7    3.0    4.7   
Dividends on common stock ($0.72 per share)
0.1    (24.8)   (24.7)  
Shares issued for stock units, net of shares withheld for taxes
(0.1)   (0.5)   (0.6)  
Stock-based compensation 2.7    2.7   
Balance, June 30, 2020 $ 0.4    $ 122.3    $ (3.8)   $ 587.0    $ (362.3)   $ 343.6   

  Common
Stock 		Additional
Paid-In
Capital 		Treasury
Stock 		Retained
Earnings 		Accumulated
Other
Comprehensive
Loss 		Total
Balance, December 31, 2018 $ 0.4    $ 110.1    $ (2.9)   $ 643.5    $ (210.9)   $ 540.2   
Comprehensive income 7.6    14.7    22.3   
Cumulative effect of change in accounting principle
(0.1)   (0.1)  
Dividends on common stock ($0.72 per share)
0.1    (24.6)   (24.5)  
Shares issued for stock units, net of shares withheld for taxes
(0.2)   (0.2)  
Stock-based compensation 1.1    1.1   
Balance, March 31, 2019 $ 0.4    $ 111.3    $ (3.1)   $ 626.4    $ (196.2)   $ 538.8   
Comprehensive (loss) income (11.8)   18.0    6.2   
Dividends on common stock ($0.72 per share)
0.1    (24.8)   (24.7)  
Shares issued for stock units, net of shares withheld for taxes
(0.1)   (0.1)  
Stock-based compensation 2.7    2.7   
Balance, June 30, 2019 $ 0.4    $ 114.1    $ (3.2)   $ 589.8    $ (178.2)   $ 522.9   
The accompanying notes are an integral part of the consolidated financial statements.

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Table of Contents
COMPASS MINERALS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
  Six Months Ended
June 30,
  2020 2019
Cash flows from operating activities:
Net earnings (loss) $ 29.3    $ (4.2)  
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization 68.0    68.9   
Finance fee amortization 1.5    1.4   
Stock-based compensation 5.1    3.4   
Deferred income taxes 6.6    (9.8)  
Net earnings in equity investee (0.1)   —   
Unrealized foreign exchange (gain) loss (12.6)   8.4   
Other, net 4.1    1.4   
Changes in operating assets and liabilities:
Receivables 139.2    136.6   
Inventories (35.4)   (39.5)  
Other assets 33.7    9.2   
Accounts payable and accrued expenses and other current liabilities (1.5)   (52.1)  
Other liabilities (4.0)   (11.8)  
Net cash provided by operating activities 233.9    111.9   
Cash flows from investing activities:
Capital expenditures (42.7)   (49.8)  
Other, net (1.3)   (1.0)  
Net cash used in investing activities (44.0)   (50.8)  
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings 64.2    172.9   
Principal payments on revolving credit facility borrowings (165.2)   (199.1)  
Proceeds from issuance of long-term debt 22.2    20.1   
Principal payments on long-term debt (21.7)   (11.8)  
Dividends paid (49.5)   (49.2)  
Deferred financing costs (0.1)   —   
Shares withheld to satisfy employee tax obligations (0.7)   (0.3)  
Other, net (0.9)   (0.6)  
Net cash used in financing activities (151.7)   (68.0)  
Effect of exchange rate changes on cash and cash equivalents (5.7)   0.3   
Net change in cash and cash equivalents 32.5    (6.6)  
Cash and cash equivalents, beginning of the year 34.7    27.0   
Cash and cash equivalents, end of period $ 67.2    $ 20.4   

Supplemental cash flow information:    
Interest paid, net of amounts capitalized $ 32.5    $ 27.8   
Income taxes paid, net of refunds $ (37.7)   $ 44.9   
The accompanying notes are an integral part of the consolidated financial statements.
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Table of Contents
COMPASS MINERALS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies and Basis of Presentation:

Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, the “Company”), is a leading producer of essential minerals that solve nature’s challenges, including salt for winter roadway safety and other consumer, industrial and agricultural uses, specialty plant nutrition minerals that improve the quality and yield of crops, and specialty chemicals for water treatment and other industrial processes. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride; plant nutrients, consisting of sulfate of potash (“SOP”), secondary nutrients and micronutrients; and specialty chemicals. The Company also provides records management services to businesses located in the United Kingdom (the “U.K.”). The Company’s production sites are located in the United States (“U.S.”), Canada, Brazil and the U.K. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the U.K. include only England, Scotland and Wales. References to “Compass Minerals,” “our,” “us” and “we” refer to CMI and its consolidated subsidiaries.
 
CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. The consolidated financial statements include the accounts of CMI and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company uses the equity method of accounting for equity securities when it has significant influence or when it has more than a minor ownership interest or more than minor influence over an investee’s operations but does not have a controlling financial interest. Initial investments are recorded at cost (including certain transaction costs) and are adjusted by the Company’s share of the investees’ undistributed earnings and losses.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) in its Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included.
 
The Company experiences a substantial amount of seasonality in its sales with respect to its deicing salt products. As a result, sales and operating earnings 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 products are used. Following industry practice in North America and the U.K., the Company seeks to stockpile sufficient quantities of deicing salt throughout the second, third and fourth quarters to meet the estimated requirements for the upcoming winter season. Production of deicing salt can also vary based on the severity or mildness of the preceding winter season. Due to the seasonal nature of the deicing product lines, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

The Company’s plant nutrition business is also seasonal. For example, the strongest demand for the Company’s plant nutrition products in Brazil typically occurs during the spring planting season. As a result, the Company and its customers generally build inventories during the low demand periods of the year to ensure timely product availability during the peak sales season. The seasonality of this demand results in the Company’s sales volumes and operating income for the Plant Nutrition South America segment usually being the highest during the third and fourth quarters of each year (as the spring planting season begins in September in Brazil).

Significant Accounting Policies

The Company’s significant accounting policies are detailed in “Note 2 – Summary of Significant Accounting Policies” within Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price
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allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains largely unchanged. The adoption of this guidance on January 1, 2020 did not have an impact on the Company’s consolidated financial statements.

On January 1, 2020, the Company adopted guidance issued by the FASB related to credit losses for financial instruments, which replaces the incurred loss methodology with a current expected credit loss methodology (“CECL”). The Company has determined that its trade receivables are the only financial instrument that is within scope of this CECL guidance. The CECL methodology requires financial assets to be recorded at the net amount expected to be collected over the lifetime of the asset such that the estimated losses are accrued on the day the asset is acquired. The CECL methodology also requires financial assets to be aggregated and evaluated within pools with similar risk characteristics.
The Company has recorded an allowance on its trade receivables based on historical loss rates modified to consider supportable forecasts related to customer-specific and macroeconomic factors. For instance, the Company’s 2020 allowance for doubtful accounts considered the potential impact that the coronavirus pandemic could have on the collectability of its outstanding receivables. The Company’s customer pools are comprised of North American highway deicing customers, North American consumer and industrial customers, Plant Nutrition North America customers, Plant Nutrition South America customers and customers whose outstanding receivable balances have been sent to collections. Customers grouped within these pools have similar risk characteristics. The Company’s allowance for doubtful accounts consists of estimates of expected credit losses and accruals for returns and allowances. At the transition date of January 1, 2020, the implementation of CECL had an immaterial impact of less than $0.1 million on the Company’s consolidated financial statements. Under CECL, the Company had an allowance for doubtful accounts of $9.4 million and $8.2 million as of January 1, 2020, and June 30, 2020, respectively.

2. Revenue Recognition:

Nature of Products and Services

The Company’s Salt segment products include salt and magnesium chloride for use in road deicing and dust control, food processing, water softeners, and agricultural and industrial applications. The Company’s plant nutrition products include SOP, secondary nutrients, micronutrients and chemicals for the industrial chemical industry. In the U.K., the Company operates a records management business utilizing excavated areas of the Winsford salt mine with one other location in London, England.

Identifying the Contract

The Company accounts for a customer contract when there is approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Identifying the Performance Obligations

At contract inception, the Company assesses the goods and services it has promised to its customers and identifies a performance obligation for each promise to transfer to the customer a distinct good or service (or bundle of goods or services). Determining whether products and services are considered distinct performance obligations that should be accounted for separately or aggregated together may require significant judgment.

Identifying and Allocating the Transaction Price

The Company’s revenues are measured based on consideration specified in the customer contract, net of any sales incentives and amounts collected on behalf of third parties such as sales taxes. In certain cases, the Company’s customer contracts may include promises to transfer multiple products and services to a customer. For multiple-element arrangements, the Company generally allocates the transaction price to each performance obligation in proportion to its stand-alone selling price.

When Performance Obligations Are Satisfied

The vast majority of the Company’s revenues are recognized at a point in time when the performance obligations are satisfied based upon transfer of control of the product or service to a customer. To determine when the control of goods is transferred, the Company typically assesses, among other things, the shipping terms of the contract, as shipping is an indicator of transfer of control. Some of the Company’s products are sold when the control of the goods transfers to the customer at the time of shipment. There are also instances when the Company provides shipping services to deliver its products. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. The Company recognizes shipping and handling costs that are incurred after the customer obtains control of the goods as fulfillment costs which are accrued at the time of revenue recognition.
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Significant Payment Terms

The customer contract states the final terms of the sale, including the description, quantity and price of each product or service purchased. Payment is typically due in full within 30 days of delivery. The Company does not adjust the consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the good or service is transferred to the customer and when the customer pays for that good or service will be one year or less.

Refunds, Returns and Warranties

The Company’s products are generally not sold with a right of return and the Company does not generally provide credits or incentives, which may be required to be accounted for as variable consideration when estimating the amount of revenue to be recognized. The Company uses historical experience to estimate accruals for refunds due to manufacturing or other defects.

See Note 10 for disaggregation of revenue by segment, type and geographical region.

3.  Leases:

In February 2016, the FASB issued guidance which requires lessees to recognize on their balance sheet a right-of-use asset which represents a lessee’s right to use the underlying asset and a lease liability which represents a lessee’s obligation to make lease payments for the right to use the asset. In addition, the guidance requires expanded qualitative and quantitative disclosures. The Company adopted this guidance beginning in the first quarter of 2019, using a modified retrospective transition method, which required the cumulative effect of this change in accounting of $0.1 million to be recorded as an adjustment to beginning retained earnings. The Company elected the package of transition provisions available for existing contracts, which allowed entities to carryforward the historical assessment of whether the contract contained a lease and the lease classification.

The Company enters into leases for warehouses and depots, rail cars, vehicles, mobile equipment, office space and certain other types of property and equipment. The Company determines whether an arrangement is or contains a lease at the inception of the contract. The right-of-use asset and lease liability are recognized based on the present value of the future minimum lease payments over the estimated lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company estimates its incremental borrowing rate for each lease based upon the estimated lease term, the type of asset and the location of the leased asset. The most significant judgments in the application of the FASB guidance include whether a contract contains a lease and the lease term.

Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Many of the Company’s leases include one or more options to renew and extend the initial lease term. The exercise of lease renewal options is generally at the Company’s discretion. The lease term includes renewal periods in only those instances in which the Company determines it is reasonably assured of renewal.
The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. In these instances, the assets are depreciated over the useful life of the asset.

The Company has elected the practical expedient available under the FASB guidance to not separate lease and nonlease components on all of its lease categories. As a result, many of the Company’s leases include variable payments for services (such as handling or storage) or payments based on the usage of the asset. In addition, certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or any material restrictive covenants. The Company’s sublease income is immaterial.

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The Company’s Consolidated Balance Sheets includes the following (in millions):
Consolidated Balance Sheets Location June 30,
2020 		December 31,
2019
Assets
Operating leases Other assets $ 45.8    $ 53.7   
Finance leases Property, plant and equipment, net 5.2    5.8   
Total leased assets   $ 51.0    $ 59.5   
Liabilities  
Current liabilities:  
Operating leases Accrued expenses and other current liabilities $ 8.0    $ 12.8   
Finance leases Accrued expenses and other current liabilities 1.6    1.1   
Noncurrent liabilities:  
Operating leases Other noncurrent liabilities 38.1    41.0   
Finance leases Other noncurrent liabilities 4.6    6.2   
Total lease liabilities   $ 52.3    $ 61.1   
The Company’s components of lease cost are as follows (in millions):
Three Months Ended June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Finance lease cost:
Amortization of lease assets $ 0.4    $ 0.3    $ 0.9    $ 0.6   
Interest on lease liabilities 0.2    0.1    0.3    0.3   
Operating lease cost 3.5    4.9    8.1    9.7   
Variable lease cost(a)
1.8    3.9    6.9    10.0   
Net lease cost $ 5.9    $ 9.2    $ 16.2    $ 20.6   
(a)Short-term leases are immaterial and included in variable lease cost.

Maturities of lease liabilities are as follows (in millions):
June 30, 2020 Operating Leases Finance Leases Total
Remainder of 2020 $ 4.5    $ 1.0    $ 5.5   
2021 10.0    1.5    11.5   
2022 7.4    0.9    8.3   
2023 6.3    0.9    7.2   
2024 5.2    0.8    6.0   
After 2024 22.4    2.6    25.0   
Total lease payments 55.8    7.7    63.5   
Less: Interest (9.7)   (1.5)   (11.2)  
Present value of lease liabilities $ 46.1    $ 6.2    $ 52.3   
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Supplemental lease term and discount rate information related to leases is as follows:
June 30, 2020 December 31, 2019
Weighted-average remaining lease term (years)  
Operating leases 7.9 7.7
Finance leases 6.3 7.2
Weighted-average discount rate
Operating leases 4.3  % 4.3  %
Finance leases 7.1  % 7.6  %
Supplemental cash flow information related to leases is as follows (in millions):
Six Months Ended
June 30,
2020 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 7.9    $ 9.8   
Operating cash flows from finance leases 0.3    0.3   
Financing cash flows from finance leases 1.0    0.6   
Leased assets obtained in exchange for new operating lease liabilities 0.4    2.6   
Leased assets obtained in exchange for new finance lease liabilities 1.2    0.1   

4. Inventories:
 
Inventories consist of the following (in millions):
  June 30,
2020 		December 31,
2019
Finished goods $ 250.0    $ 235.3   
Raw materials and supplies 75.1    76.2   
Total inventories $ 325.1    $ 311.5   

5. Property, Plant and Equipment, Net:
 
Property, plant and equipment, net, consists of the following (in millions):
  June 30,
2020 		December 31,
2019
Land, buildings and structures, and leasehold improvements $ 603.9    $ 596.0   
Machinery and equipment 1,003.9    1,001.9   
Office furniture and equipment 62.3    60.7   
Mineral interests 167.8    171.1   
Construction in progress 76.4    141.3   
  1,914.3    1,971.0   
Less accumulated depreciation and depletion (966.3)   (940.2)  
Property, plant and equipment, net $ 948.0    $ 1,030.8   
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6. Goodwill and Intangible Assets, Net:

Amounts related to the Company’s amortization of intangible assets are as follows (in millions):
Three Months Ended
June 30, 		Six Months Ended
June 30,
2020 2019 2020 2019
Aggregate amortization expense $ 2.7    $ 3.4    $ 5.9    $ 7.0   
Amounts related to the Company’s goodwill are as follows (in millions):
June 30,
2020 		December 31,
2019
Goodwill - Plant Nutrition North America Segment $ 52.8    $ 55.4   
Goodwill - Plant Nutrition South America Segment 206.3    281.6   
Other 5.8    6.0   
Total $ 264.9    $ 343.0   
The change in goodwill between December 31, 2019 and June 30, 2020 was due to the impact from translating foreign-denominated amounts to U.S. dollars.

7. Income Taxes:

The Company’s effective income tax rate differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income, mining and withholding taxes, global intangible low-taxed income and interest expense recognition differences for book and tax purposes.

The Company had $11.4 million and $18.8 million as of June 30, 2020 and December 31, 2019, respectively, of gross foreign federal net operating loss (“NOL”) carryforwards that have no expiration date, $1.3 million and $1.7 million, respectively, of gross foreign federal NOL carryforwards which expire beginning in 2033 and $0.2 million and $0.3 million, respectively, of net operating tax-effected state NOL carryforwards which expire beginning in 2027.
 
Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for years 2002-2015. The reassessments are a result of ongoing audits and total $127.4 million, including interest, through June 30, 2020. The Company disputes these reassessments and will 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 $93.7 million performance bond and has paid $36.3 million to the Canadian tax authorities (most of which is recorded in other assets in the Consolidated Balance Sheets).
 
The Company expects that it will be required by local regulations to provide security for additional interest on the above unresolved 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 disputes are 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 June 30, 2020, the Company believes it has adequately reserved for these reassessments.
 
Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions, which are consistent with those matters disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

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Settlements

In the fourth quarter of 2017, the Company, the Canadian Revenue Authority (“CRA”) and the U.S. Internal Revenue Service (“IRS”) reached a settlement agreement on transfer pricing issues for the Company’s 2007-2012 tax years. As a result of this settlement agreement, the Company recognized $13.8 million of tax expense in its 2017 Consolidated Statements of Operations related to the Company’s Canadian tax positions for the years 2007-2016. The recording of this settlement resulted in increased sales for the Company’s Canadian subsidiary of $85.7 million and increased offsetting expenses for the Company’s U.S. subsidiary in 2017 causing a domestic loss and significant foreign income. During 2018, in accordance with the settlement agreement, the Company’s U.S. subsidiary made intercompany cash payments of $85.7 million to its Canadian subsidiary and tax payments to Canadian taxing authorities of $17.5 million. The remaining liability was satisfied in 2019 with tax payments of $5.3 million. Corresponding tax refunds of $21.4 million were received primarily in 2019 from U.S. taxing authorities, with the remaining refund of approximately $1.6 million expected in 2020 (recorded in other current assets in the Consolidated Balance Sheets).

In the fourth quarter of 2018, the Company, the CRA and the IRS reached a settlement agreement on transfer pricing and management fees as part of an advanced pricing agreement that covers tax years 2013-2021. The tax expense was previously recognized in 2017, however the recording of this settlement resulted in increased sales for the Company’s Canadian subsidiary of $106.1 million and offsetting expenses for the Company’s U.S. subsidiary in 2018 causing a domestic loss and significant foreign income. During 2019, in accordance with the settlement agreement, the Company’s U.S. subsidiary made intercompany cash payments of $106.1 million to its Canadian subsidiary and tax payments to Canadian taxing authorities of $29.9 million, with the remaining $1.4 million of tax payments to be paid during 2020. Corresponding tax refunds of $59.7 million have been received as of June 30, 2020 from U.S. taxing authorities, of which $55.0 million was received during the first quarter of 2020, with the remaining $1.9 million expected in 2020 (recorded in other current assets in its Consolidated Balance Sheets).

8. Long-Term Debt:
 
Long-term debt consists of the following (in millions):
  June 30,
2020 		December 31,
2019
4.875% Senior Notes due July 2024 $ 250.0    $ 250.0   
Term Loan due January 2025 395.0    400.0   
Revolving Credit Facility due January 2025 59.0    160.0   
6.75% Senior Notes due December 2027 500.0    500.0   
3.7% Banco Itaú loan due March 2020 —    15.4   
Banco Santander loan due October 2020 11.8    16.2   
Banco Itaú loan due February 2021 9.5    —   
Banco Rabobank loan due July 2021 12.7    17.4   
Banco Santander loan due September 2021 14.6    19.9   
Banco do Brasil loan due September 2021 9.1    12.4   
Banco Rabobank loan due November 2021 12.7    17.4   
Banco Santander loan due December 2021 10.9    14.9   
Banco Votorantim loan due February 2022 7.3    —   
Banco Santander loan due March 2022 2.7    —   
Financiadora de Estudos e Projetos loan due November 2023 4.6    7.2   
1,299.9    1,430.8   
Less unamortized debt issuance costs (13.4)   (14.8)  
Total debt 1,286.5    1,416.0   
Less current portion (39.0)   (52.1)  
Long-term debt $ 1,247.5    $ 1,363.9   

In the first quarter of 2020, the Company entered into three loans totaling $20.0 million which mature between February 2021 and March 2022, respectively. Two of the loans were denominated in Brazilian reais and one loan was denominated in euros. In connection with the loan denominated in euros, the Company entered into a swap to exchange principal and interest payments
13
denominated in euros to Brazilian reais (see Note 12). These loans bear interest ranging from 143% - 150% of CDI. As of June 30, 2020, the weighted average interest rate of all the Company’s outstanding debt was approximated 5.49%.

During the first quarter of 2020, the Company sold approximately $3.4 million of Brazilian receivables for $3.3 million. The proceeds of the transaction were used to maintain liquidity for working capital needs. The Company is contingently liable for up to 20% of the sale balance up to $0.7 million if the banks are unable to collect on these accounts. See Note 15 for discussion of the Company’s securitization of a portion of its U.S. trade receivables.

As of June 30, 2020, the term loans and revolving credit facility under the Company’s credit agreement were secured by substantially all existing and future U.S. assets, the Goderich mine in Ontario, Canada and capital stock of certain subsidiaries.

9. Commitments and Contingencies:

The Wisconsin Department of Agriculture, Trade and Consumer Protection (“DATCP”) and the Wisconsin Department of Natural Resources (“DNR”) have information indicating that agricultural chemicals are present within the subsurface area of the Company’s property located in Kenosha, Wisconsin. The agricultural chemicals were used by previous owners and operators of the site. None of the identified chemicals have been used in association with the Company’s operations since it acquired the property in 2002. DATCP and DNR have directed the Company to conduct further investigations into the environmental conditions at the Kenosha property. The Company continues on-property investigations and has provided the findings to DATCP and DNR as they have become available. All investigations and mitigation activities to date, and any potential future remediation work, are being conducted under the Wisconsin Agricultural Chemical Cleanup Program, which provides for reimbursement of some of the costs.

The Company conducts business operations in several countries and is subject to various federal and local labor, social security, environmental and tax laws. While the Company believes it complies with such laws, they are complex and subject to interpretation. In addition to the tax assessments discussed in Note 7, the Company’s Brazilian subsidiaries are party to administrative tax proceedings and claims which totaled $7.5 million and $15.8 million as of June 30, 2020 and December 31, 2019, respectively, and relate primarily to value added tax, state tax (ICMS) and social security tax (PIS and COFINS) assessments. The Company has assessed the likelihood of a loss at less than probable and therefore, has not established a reserve for these matters. The Company also assumed liabilities for labor-related matters in connection with the 2016 acquisition of Compass Minerals South America, which are primarily related to compensation, labor benefits and consequential tax claims that totaled $4.2 million and $5.6 million as of June 30, 2020 and December 31, 2019, respectively. The Company believes the maximum exposure for these other labor matters totaled approximately $18 million and $25 million as of June 30, 2020 and December 31, 2019, respectively.

The Division of Enforcement of the SEC is investigating the Company’s disclosures concerning the operation of the Goderich mine. The Company has cooperated with this investigation and will continue to do so. While it is not possible to predict the timing or the outcome of the SEC inquiry, the Company believes that this matter will not have a material impact on its results of operation, cash flows or financial position.

The Company is also involved in legal and administrative proceedings and claims of various types from the ordinary course of the Company’s business.

Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position.

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10. Operating Segments:
 
The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. The Company has three reportable segments: Salt, Plant Nutrition North America and Plant Nutrition South America. The Salt segment produces and markets salt, consisting of sodium chloride and magnesium chloride, for use in road deicing for winter roadway safety and for dust control, food processing, water softeners and other consumer, agricultural and industrial applications. Plant nutrients, including SOP, secondary nutrients and micronutrients are produced and marketed through the Plant Nutrition North America segment. The Plant Nutrition South America segment operates two primary businesses in Brazil – agricultural productivity and chemical solutions. The agricultural productivity division manufactures and distributes a broad offering of specialty plant nutrition solution-based products that are used in direct soil and foliar applications, as well as through irrigation systems and for seed treatment. The chemical solutions division manufactures and markets specialty chemicals for the industrial chemical industry.

Segment information is as follows (in millions):
Three Months Ended June 30, 2020 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Sales to external customers $ 121.8    $ 55.1    $ 76.9    $ 2.3    $ 256.1   
Intersegment sales —    2.4    0.2    (2.6)   —   
Shipping and handling cost 29.7    7.6    3.2    —    40.5   
Operating earnings (loss) 29.7    5.1    8.9    (19.2)   24.5   
Depreciation, depletion and amortization 17.2    10.2    4.4    3.1    34.9   
Total assets (as of end of period) 943.2    545.0    553.8    43.8    2,085.8   

Three Months Ended June 30, 2019 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Sales to external customers $ 112.6    $ 48.1    $ 82.1    $ 2.4    $ 245.2   
Intersegment sales —    2.6    1.1    (3.7)   —   
Shipping and handling cost 37.6    6.5    3.9    —    48.0   
Operating earnings (loss)  14.6    4.6    1.7    (16.8)   4.1   
Depreciation, depletion and amortization 14.8    10.9    5.4    2.8    33.9   
Total assets (as of end of period) 905.2    565.3    731.5    118.9    2,320.9   

Six Months Ended June 30, 2020 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Sales to external customers $ 409.6    $ 115.7    $ 139.7    $ 5.0    $ 670.0   
Intersegment sales —    2.7    0.3    (3.0)   —   
Shipping and handling cost 119.5    16.6    6.2    —    142.3   
Operating earnings (loss) 86.6    10.3    9.2    (37.4)   68.7   
Depreciation, depletion and amortization 31.8    20.7    9.4    6.1    68.0   
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Six Months Ended June 30, 2019 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Sales to external customers $ 419.0    $ 85.3    $ 139.8    $ 4.8    $ 648.9   
Intersegment sales —    3.1    2.6    (5.7)   —   
Shipping and handling cost 141.3    12.5    7.1    —    160.9   
Operating earnings (loss) 66.9    3.0    (0.9)   (31.7)   37.3   
Depreciation, depletion and amortization 30.1    22.5    11.0    5.3    68.9   

Disaggregated revenue by product type is as follows (in millions):
Three Months Ended June 30, 2020 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Highway Deicing Salt $ 61.6    $ —    $ —    $ —    $ 61.6   
Consumer & Industrial Salt 60.2    —    —    —    60.2   
SOP and Specialty Plant Nutrients —    57.5    61.5    —    119.0   
Industrial Chemicals —    —    15.6    —    15.6   
Eliminations & Other —    (2.4)   (0.2)   2.3    (0.3)  
Sales to external customers $ 121.8    $ 55.1    $ 76.9    $ 2.3    $ 256.1   

Three Months Ended June 30, 2019 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Highway Deicing Salt $ 46.9    $ —    $ —    $ —    $ 46.9   
Consumer & Industrial Salt 65.7    —    —    —    65.7   
SOP and Specialty Plant Nutrients —    50.7    61.9    —    112.6   
Industrial Chemicals —    —    21.3    —    21.3   
Eliminations & Other —    (2.6)   (1.1)   2.4    (1.3)  
Sales to external customers $ 112.6    $ 48.1    $ 82.1    $ 2.4    $ 245.2   

Six Months Ended June 30, 2020 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Highway Deicing Salt $ 276.7    $ —    $ —    $ —    $ 276.7   
Consumer & Industrial Salt 132.9    —    —    —    132.9   
SOP and Specialty Plant Nutrients —    118.4    102.6    —    221.0   
Industrial Chemicals —    —    37.4    —    37.4   
Eliminations & Other —    (2.7)   (0.3)   5.0    2.0   
Sales to external customers $ 409.6    $ 115.7    $ 139.7    $ 5.0    $ 670.0   

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Six Months Ended June 30, 2019 Salt Plant
Nutrition North America 		Plant
Nutrition South America
Corporate
& Other(a)
Total
Highway Deicing Salt $ 265.6    $ —    $ —    $ —    $ 265.6   
Consumer & Industrial Salt 153.4    —    —    —    153.4   
SOP and Specialty Plant Nutrients —    88.4    98.5    —    186.9   
Industrial Chemicals —    —    43.9    —    43.9   
Eliminations & Other —    (3.1)   (2.6)   4.8    (0.9)  
Sales to external customers $ 419.0    $ 85.3    $ 139.8    $ 4.8    $ 648.9   
(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, legal and finance functions.

The Company’s revenue by geographic area is as follows (in millions):

Revenue Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
United States(a)
$ 147.7    $ 405.6   
Canada 24.2    101.6   
Brazil 74.6    136.8   
United Kingdom 5.3    17.0   
Other 4.3    9.0   
Total revenue $ 256.1    $ 670.0   
Revenue Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
United States(a)
$ 128.3    $ 366.6   
Canada 27.9    115.3   
Brazil 79.0    134.7   
United Kingdom 5.7    23.0   
Other 4.3    9.3   
Total revenue $ 245.2    $ 648.9   
(a)United States sales exclude product sold to foreign customers at U.S. ports.

11. Stockholders’ Equity and Equity Instruments:

In May 2020, the Company’s stockholders approved the 2020 Incentive Award Plan (the “2020 Plan”), which authorizes the issuance of 2,977,933 shares of Company common stock. Since the date the 2020 Plan was approved, the Company ceased issuing equity awards under the 2015 Incentive Award Plan (as amended, the “2015 Plan”). Since the approval of the 2015 Plan in May 2015, the Company ceased issuing equity awards under the 2005 Incentive Award Plan (as amended, the “2005 Plan”). The 2005 Plan, 2015 Plan and 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units. The grants occur following approval by the compensation committee of the Company’s board of directors, with the amount and terms communicated to employees shortly thereafter.

Options

Most of the stock options granted under the 2005 Plan and 2015 Plan vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years. Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The exercise price of options is equal to the closing stock price on the grant date.

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To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The fair value and inputs used to calculate fair value for options granted in the first six months of 2020 are included in the table below:
Fair value of options granted $10.91
Exercise price $58.91
Expected term (years) 4.75
Expected volatility 29.3%
Dividend yield 3.5%
Risk-free rate of return 1.6%

RSUs

Typically, the RSUs granted under the 2015 Plan and 2020 Plan vest after three years and one year of service, respectively. RSUs entitle the holders to one share of common stock for each vested RSU. Unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends (generally after a performance hurdle has been satisfied for the year of the grant) or other distributions equal to those declared on the Company’s common stock for RSUs that are earned as a result of the satisfaction of the performance hurdle. The closing stock price on the grant date is used to determine the fair value of RSUs.

PSUs

The PSUs granted under the 2015 Plan are either total shareholder return PSUs (“TSR PSUs”) or return on invested capital PSUs (“ROIC PSUs”). The actual number of shares of the Company’s common stock that may be earned with respect to TSR PSUs is calculated by comparing the Company’s total shareholder return to the total shareholder return for each company comprising the Company’s peer group (for TSR PSUs granted in 2018 and later) over the three-year performance period and may range from 0% to 200% of the target number of shares based upon the attainment of these market conditions. The actual number of shares of common stock that may be earned with respect to ROIC PSUs is calculated based on the average of the Company’s annual return on invested capital for each year in the three-year performance period and may range from 0% to 200% of the target number of shares based upon the attainment of these performance conditions.

PSUs represent a target number of shares of the Company’s common stock that may be earned before adjustment based upon the attainment of certain conditions. Holders of PSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock for PSUs that are earned, which are paid when the shares underlying the PSUs are paid.

To estimate the fair value of the TSR PSUs on the grant date, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the companies comprising the Russell 3000 Index or the Company’s peer group depending on the year granted. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the Russell 3000 Index or peer group. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The Company’s closing stock price on the grant date was used to estimate the fair value of the ROIC PSUs. The Company will adjust the expense of the ROIC PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period.

During the six months ended June 30, 2020, the Company reissued the following number of shares from treasury stock: no shares related to the exercise of stock options, 28,835 shares related to the release of RSUs which vested, 11,575 shares related to the release of PSUs which vested and 9,756 shares related to stock payments. In 2019, the Company issued 32,197 shares from treasury stock. The Company withheld 14,627 shares with a fair value of $0.7 million related to the vesting of RSUs and PSUs during the first six months of 2020. The fair value of the shares were valued at the closing price at the vesting date and represent the employee tax withholding for the employee’s compensation. The Company recognized a tax deficiency of $0.1 million from its equity compensation awards as an increase to income tax expense during the first six months of 2020. During the first six months of 2020 and 2019, the Company recorded $5.6 million (includes $0.5 million paid in cash) and $3.4 million, respectively, of compensation expense pursuant to its stock-based compensation plans. No amounts have been capitalized. The following table summarizes stock-based compensation activity during the six months ended June 30, 2020:
18
  Stock Options RSUs
PSUs(a)
  Number Weighted-average
exercise price 		Number Weighted-average
fair value 		Number Weighted-average
fair value
Outstanding at December 31, 2019 887,867    $ 64.21    217,413    $ 52.07    179,397    $ 61.43   
Granted 94,945    58.91    87,087    58.19    69,635    82.38   
Exercised(b)
—    —    —    —    (11,575)   78.87   
Released from restriction(b)
—    —    (38,835)   55.23    —    —   
Cancelled/expired (70,181)   71.56    (23,494)   50.74    (31,869)   68.34   
Outstanding at June 30, 2020 912,631    $ 63.09    242,171    $ 53.90    205,588    $ 66.48   
(a)Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that level represent one share of common stock per PSU.
(b)Common stock issued for exercised options and for vested and earned RSUs and PSUs was issued from treasury stock.

Other Comprehensive Income (Loss)

The Company’s comprehensive income (loss) is comprised of net earnings (loss), net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain on natural gas and foreign currency cash flow hedges and foreign currency translation adjustments. The components of and changes in accumulated other comprehensive loss (“AOCL”) as of and for the three and six months ended June 30, 2020 and 2019, are as follows (in millions):
Three Months Ended June 30, 2020(a)
Gains and
(Losses) on
Cash Flow
Hedges 		Defined
Benefit
Pension 		Foreign
Currency 		Total
Beginning balance $ (0.5)   $ (6.7)   $ (358.1)   $ (365.3)  
Other comprehensive income before reclassifications(b)
0.9    —    2.1    3.0   
Amounts reclassified from accumulated other comprehensive loss
(0.2)   0.2    —    —   
Net current period other comprehensive income 0.7    0.2    2.1    3.0   
Ending balance $ 0.2    $ (6.5)   $ (356.0)   $ (362.3)  

Three Months Ended June 30, 2019(a)
Gains and
(Losses) on
Cash Flow
Hedges 		Defined
Benefit
Pension 		Foreign
Currency 		Total
Beginning balance $ (0.6)   $ (4.4)   $ (191.2)   $ (196.2)  
Other comprehensive (loss) income before reclassifications(b)
(0.3)   —    18.3    18.0   
Amounts reclassified from accumulated other comprehensive loss
(0.1)   0.1    —    —   
Net current period other comprehensive (loss) income (0.4)   0.1    18.3    18.0   
Ending balance $ (1.0)   $ (4.3)   $ (172.9)   $ (178.2)  

Six Months Ended June 30, 2020(a)
Gains and
(Losses) on
Cash Flow
Hedges 		Defined
Benefit
Pension 		Foreign
Currency 		Total
Beginning balance $ (0.6)   $ (6.9)   $ (184.6)   $ (192.1)  
Other comprehensive income (loss) before reclassifications(b)
3.6    —    (171.4)   (167.8)  
Amounts reclassified from accumulated other comprehensive loss
(2.8)   0.4    —    (2.4)  
Net current period other comprehensive (loss) 0.8    0.4    (171.4)   (170.2)  
Ending balance $ 0.2    $ (6.5)   $ (356.0)   $ (362.3)  
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Six Months Ended June 30, 2019(a)
Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Foreign Currency Total
Beginning balance $ (0.7)   $ (4.5)   $ (205.7)   $ (210.9)  
Other comprehensive (loss) income before reclassifications(b)
(0.1)   —    32.8    32.7   
Amounts reclassified from accumulated other comprehensive loss
(0.2)   0.2    —    —   
Net current period other comprehensive (loss) income (0.3)   0.2    32.8    32.7   
Ending balance $ (1.0)   $ (4.3)   $ (172.9)   $ (178.2)  
(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 loss presented in the tables above are reflected net of applicable income taxes.
(b)The Company recorded a foreign exchange (loss) gain of $(14.4) million and $(89.9) million in the three and six months ended June 30, 2020 and $8.1 million and $10.4 million in the three and six months ended June 30, 2019, respectively, in accumulated other comprehensive loss related to intercompany notes which were deemed to be of a long-term investment nature.

The amounts reclassified from AOCL to expense (income) for the three and six months ended June 30, 2020 and 2019, are shown below (in millions):
Amount Reclassified from AOCL
  Three Months Ended
June 30, 2020 		Six Months Ended
June 30, 2020 		Line Item Impacted in the
Consolidated Statements of Operations
Gains (losses) on cash flow hedges:
Natural gas instruments $ (0.3)   $ (0.6)   Product cost
Foreign currency contracts —    (3.6)   Interest expense
Income tax expense 0.1    1.4   
Reclassifications, net of income taxes (0.2)   (2.8)  
Amortization of defined benefit pension:  
Amortization of loss $ 0.2    $ 0.4    Product cost
Reclassifications, net of income taxes 0.2    0.4     
Total reclassifications, net of income taxes $ —    $ (2.4)    

Amount Reclassified from AOCL
Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Line Item Impacted in the Consolidated Statements of Operations
Gains (losses) on cash flow hedges:
Natural gas instruments $ (0.1)   $ (0.2)   Product cost
Foreign currency contracts —    (0.1)   Interest expense
Income tax expense —    0.1   
Reclassifications, net of income taxes (0.1)   (0.2)  
Amortization of defined benefit pension:
Amortization of loss $ 0.1    $ 0.2    Product cost
Reclassifications, net of income taxes 0.1    0.2   
Total reclassifications, net of income taxes $ —    $ —   

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12. Derivative Financial Instruments:
 
The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. Currently, the Company manages a portion of its commodity pricing and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into immaterial foreign exchange contracts to mitigate foreign exchange risk on its sales and accounts receivable. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company has entered into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets.

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. For the qualifying derivative instruments that have been designated as hedges, 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. Any ineffectiveness related to these hedges was not material for any of the periods presented. For derivative instruments that have not been designated as hedges, the entire change in fair value is recorded through earnings in the period of change.

Natural Gas Derivative Instruments

Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. 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 June 30, 2020, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through December 2021. As of June 30, 2020 and December 31, 2019, the Company had agreements in place to hedge forecasted natural gas purchases of 3.1 million and 2.8 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of June 30, 2020 and December 31, 2019 qualified and were designated as cash flow hedges. As of June 30, 2020, the Company expects to reclassify from accumulated other comprehensive loss to earnings during the next twelve months $0.2 million of net losses on derivative instruments related to its natural gas hedges.

Foreign Currency Derivatives Not Designated as Hedges

In March 2020, the Company entered into forward instruments to swap currency denominated in U.S. dollars to Canadian dollars for a future intercompany payment from a U.S. subsidiary to a Canadian subsidiary. These instruments matured in April 2020 with combined notional amounts of $89.9 million. The objective of the instruments was to mitigate the foreign currency fluctuation risk related to intercompany payments denominated in a currency other than U.S. dollars, the Company’s functional currency. The instrument was not designated as a hedge. During the six months ended June 30, 2020, the Company recognized a foreign exchange loss of $3.1 million in its Consolidated Statements of Operations for these agreements.

Foreign Currency Derivatives Designated as Hedges

The Company has entered into U.S. dollar-denominated debt instruments to provide funds for its operations in Brazil. The Company may also concurrently enter into foreign currency agreements whereby the Company agrees to swap interest and principal payments on loans denominated in U.S. dollars for principal and interest payments denominated in Brazilian reais, its Brazil subsidiary’s functional currency. The objective of the swap agreements is to mitigate the foreign currency fluctuation risk related to holding debt denominated in a currency other than the Company’s Brazil subsidiary’s functional currency. As of June 30, 2020, the Company had a swap agreement in place to hedge $9.5 million of a loan denominated in a currency other than its Brazil subsidiary’s functional currency. Payments on this loan are due on various dates extending through February 2021. As of June 30, 2020, this foreign currency derivative instrument qualified and was designated as a cash flow hedge. As of June 30, 2020, the Company expects to reclassify from accumulated other comprehensive loss to earnings during the next twelve months $2.2 million of net gains on derivative instruments related to this foreign currency swap agreement.

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The following tables present the fair value of the Company’s hedged items as of June 30, 2020 and December 31, 2019 (in millions):
  Asset Derivatives Liability Derivatives
Derivatives designated as hedging instruments: Consolidated Balance Sheets Location June 30, 2020 Consolidated Balance Sheets Location June 30, 2020
Commodity contracts
Other current assets $ 0.5    Accrued expenses and other current liabilities $ 0.7   
Commodity contracts
Other assets 0.1    Other noncurrent liabilities 0.1   
Swap contracts
Other current assets 2.2    Accrued expenses and other current liabilities —   
Total derivatives designated as hedging instruments(a)(b)
$ 2.8    $ 0.8   
(a)The Company has master netting agreements with both of its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.6 million of its commodity contracts that are in a receivable position against its contracts in payable positions.
(b)The Company has commodity hedge agreements with two counterparties and a foreign currency swap agreement with one counterparty. Amounts recorded as liabilities for the Company’s commodity contracts are payable to both counterparties and amounts recorded as assets for the Company’s foreign currency swap agreements are receivable from one counterparty. 

  Asset Derivatives Liability Derivatives
Derivatives designated as hedging instruments: Consolidated Balance Sheets Location December 31, 2019 Consolidated Balance Sheets Location December 31, 2019
Commodity contracts
Other current assets $ 0.3    Accrued expenses and other current liabilities $ 0.8   
Commodity contracts
Other assets 0.1    Other noncurrent liabilities 0.2   
Swap contracts
Other current assets 2.8    Accrued expenses and other current liabilities —   
Total derivatives designated as hedging instruments(a)(b)
$ 3.2    $ 1.0   
(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.4 million of its commodity contracts that are in a receivable position against its contracts in payable positions.
(b)The Company has both commodity hedge and foreign currency swap agreements with two counterparties each. Amounts recorded as liabilities for the Company’s commodity contracts are payable to both counterparties, and amounts recorded as assets for the Company’s foreign currency swap agreements are receivable from both counterparties. 

13. Fair Value Measurements:

The Company’s financial instruments are measured and reported at their estimated fair values. Fair value is the price that would be received upon the sale of 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 1 inputs) or, absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). The Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs).
 
The Company holds marketable securities associated with its defined contribution and pre-tax savings plans, 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 and its risk of changes in foreign currency exchange rates (see Note 12). The fair values of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts. 

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The estimated fair values for each type of instrument are presented below (in millions):
  June 30,
2020 		Level One Level Two Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)
$ 1.6    $ 1.6    $ —    $ —   
Derivatives – foreign currency contracts, net 2.2    —    2.2    —   
Total Assets $ 3.8    $ 1.6    $ 2.2    $ —   
Liability Class:        
Liabilities related to non-qualified savings plan $ (1.6)   $ (1.6)   $ —    $ —   
Derivatives – natural gas instruments, net (0.2)   —    (0.2)   —   
Total Liabilities $ (1.8)   $ (1.6)   $ (0.2)   $ —   
(a)Includes mutual fund investments of approximately 30% in common stock of large-cap U.S. companies, 10% in common stock of small to mid-cap U.S. companies, 5% in international companies, 15% in bond funds, 15% in short-term investments and 25% in blended funds.

  December 31,
2019 		 
Level One 		 
Level Two 		 
Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)
$ 1.4    $ 1.4    $ —    $ —   
Derivatives – foreign currency contracts, net 2.8    —    2.8    —   
Total Assets $ 4.2    $ 1.4    $ 2.8    $ —   
Liability Class:        
Liabilities related to non-qualified savings plan $ (1.4)   $ (1.4)   $ —    $ —   
Derivatives – natural gas instruments, net (0.6)   —    (0.6)   —   
Total Liabilities $ (2.0)   $ (1.4)   $ (0.6)   $ —   
(a)Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 15% in the common stock of small to mid-cap U.S. companies, 5% in the common stock of international companies, 10% in bond funds, 20% in short-term investments and 20% in blended funds.

Cash and cash equivalents, receivables (net of allowance for doubtful accounts) 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 savings plan of $1.6 million and $1.4 million at June 30, 2020 and December 31, 2019, respectively, are stated at fair value based on quoted market prices. As of June 30, 2020 and December 31, 2019, the estimated amount a third party would pay for the Company’s fixed-rate 4.875% Senior Notes due July 2024, based on available trading information (Level 2), totaled $252.5 million and $249.1 million, respectively, compared with the aggregate principal amount at maturity of $250.0 million. As of June 30, 2020 and December 31, 2019, the estimated amount a third party would pay for the Company’s fixed-rate 6.75% Senior Notes due December 2027, based on available trading information (Level 2), totaled $530.0 million and $530.6 million, respectively, compared with the aggregate principal amount at maturity of $500.0 million. The estimated amount a third party would pay at June 30, 2020 and December 31, 2019 for the amounts outstanding under the Company’s term loans and revolving credit facility, based upon available bid information received from the Company’s lender (Level 2), totaled $448.9 million and $552.8 million, respectively, compared with the aggregate principal balance of $454.0 million and $560.0 million, respectively. The Brazilian loans have floating rates and their fair value approximates their carrying value.

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14. Earnings per Share:
 
The Company calculates earnings per share using the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per-share data):
  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2020 2019 2020 2019
Numerator:
Net earnings (loss) $ 1.7    $ (11.8)   $ 29.3    $ (4.2)  
Less: net earnings allocated to participating securities(a)
(0.4)   (0.3)   (0.8)   (0.5)  
Net earnings (loss) available to common shareholders $ 1.3    $ (12.1)   $ 28.5    $ (4.7)  
Denominator (in thousands):        
Weighted-average common shares outstanding, shares for basic earnings per share
33,915    33,883    33,903    33,878   
Weighted-average awards outstanding(b)
—    —    —    —   
Shares for diluted earnings per share 33,915    33,883    33,903    33,878   
Net earnings (loss) per common share, basic $ 0.04    $ (0.36)   $ 0.85    $ (0.14)  
Net earnings (loss) per common share, diluted $ 0.04    $ (0.36)   $ 0.84    $ (0.14)  
(a)Weighted participating securities include RSUs and PSUs that receive non-forfeitable dividends and consist of 411,000 and 412,000 weighted participating securities for the three and six months ended June 30, 2020, respectively, and 319,000 and 276,000 weighted participating securities for the three and six months ending June 30, 2019, respectively.
(b)For the calculation of diluted net 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 1,255,000 and 1,265,000 weighted-average equity awards outstanding for the three and six months ended June 30, 2020, respectively, and 1,184,000 and 992,000 weighted-average equity awards outstanding for the three and six months ended June 30, 2019, respectively, that were anti-dilutive.

15. Securitization:

On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent.

In connection with the AR Facility, two of the Company’s U.S. subsidiaries will, from time to time sell and contribute accounts receivable and certain related assets to a special purposes entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE will finance its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company will service the accounts receivables on behalf of the SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility. In July 2020, the Company received proceeds from its first loan amount of $24.0 million.

The purchase price for the sale of receivables will consist of cash available to the SPE from loans under the AR Facility and from collections on previously sold receivables and, to the extent the SPE does not have funds available to pay the purchase price due on any day in cash, through an increase in the principal amount of a subordinated intercompany loan. The SPE will pay monthly interest and fees with respect to amounts advanced by the lenders under the AR Facility.

The SPE’s sole business consists of the purchase or acceptance through capital contributions of the receivables and the subsequent granting of a security interest in these receivables and related rights to PNC on behalf of the lenders under the AR Facility. The SPE is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPE’s assets prior to any assets or value in the SPE becoming available to the Company and the assets of the SPE are not available to pay creditors of the Company or any of its affiliates other than the SPE.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
 
Forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: risks related to the coronavirus (“COVID-19”) pandemic; our mining and industrial operations; geological conditions; dependency on a limited number of key production and distribution facilities and critical equipment; weather conditions; strikes, other forms of work stoppage or slowdown or other union activities; the inability to fund necessary capital expenditures or successfully complete capital projects; supply constraints or price increases for energy and raw materials used in our production processes; our indebtedness and inability to pay our indebtedness; restrictions in our debt agreements that may limit our ability to operate our business or require accelerated debt payments; tax liabilities; financial assurance requirements; the inability of our customers to access credit or a default by our customers of trade credit extended by us or financing we have guaranteed; our payment of any dividends; the impact of competition on the sales of our products; risks associated with our international operations and sales; the impact of anticipated changes in plant nutrition product prices and customer application rates; conditions in the agricultural sector and supply and demand imbalances for competing plant nutrition products; increasing costs or a lack of availability of transportation services; the seasonal demand for our products; our rights and governmental authorizations to mine and operate our properties; compliance with foreign and United States (“U.S.”) laws and regulations related to import and export requirements and anti-corruption laws; compliance with environmental, health and safety laws and regulations; environmental liabilities; misappropriation or infringement claims relating to intellectual property; product liability claims and product recalls; inability to obtain required product registrations or increased regulatory requirements; changes in industry standards and regulatory requirements; our ability to successfully implement our strategies, including the strategic review of our Plant Nutrition South America business; the loss of key personnel; a compromise of our computer systems, information technology or operations technology or the inability to protect confidential or proprietary data; our ability to expand our business through acquisitions, integrate acquired businesses and realize anticipated benefits from acquisitions; climate change; domestic and international general business and economic conditions; and other risks referenced from time to time in this report and our other filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and this Quarterly Report on Form 10-Q.
 
In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms or other comparable terminology. Forward-looking statements include without limitation statements about the impact of COVID-19 pandemic on us; our outlook, including expected sales volumes; working capital requirements; our reinvestment of foreign earnings outside the U.S.; our ability to optimize cash accessibility, minimize tax expense and meet debt service requirements; future tax payments and tax refunds; outcomes of matters with taxing authorities; the effects of currency fluctuations and inflation; and the seasonality of our business. These forward-looking statements are only predictions. Actual events or results may differ materially.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no duty to update any of the forward-looking statements after the date hereof or to reflect the occurrence of unanticipated events.
 
Unless the context requires otherwise, references to the “Company,” “Compass Minerals,” “our,” “us” and “we” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries. Except where otherwise noted, references to North America include only the continental U.S. and Canada, and references to the United Kingdom (the “U.K.”) include only England, Scotland and Wales. Except where otherwise noted, all references to tons refer to “short tons” and all amounts are in U.S. dollars. One short ton equals 2,000 pounds. Compass Minerals, Protassium+ and Wolf Trax, and combinations thereof, are trademarks of CMI or its subsidiaries in the U.S. and other countries. 
COVID-19 Pandemic

The global spread of the COVID-19 pandemic in recent months has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. As an essential business, we have continued
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producing and delivering products that support critical industries such as transportation, agriculture, chemical, food, pharmaceutical and animal nutrition. However, we have instituted several measures in response to the COVID-19 pandemic.
•Employee welfare: Our management team has taken multiple actions to limit the exposure of employees to the spread of COVID-19, including instituting remote working where possible, adjusting shift schedules and crew sizes, restricting visitation to operational sites, curtailing all business-related commercial air travel, and increasing sanitation of offices and common areas within our facilities.
•Operations: Our manufacturing facilities in North America and Brazil remained in operation throughout the first quarter. Operations at our U.K. salt mine were idled near the end of March 2020 due to the very mild winter weather experienced in that market, along with U.K. government guidance on COVID-19 preventative measures. Mine operations resumed in mid-May 2020, utilizing a gradual ramp up.
•Supply chain and logistics: To date, we have experienced no material supply chain or logistics issues. We continue to evaluate potential supply chain and logistics impacts, proactively increase inventory levels of critical sourced inputs and identify secondary suppliers where possible. Both our operations and our logistics partners are deemed “essential” under current governmental guidance and we have worked to ensure we understand and comply with their safety precautions to limit potential disruptions.

The ultimate impact that COVID-19 will have on our 2020 results is unknown at this time. However, we have identified several potential impacts on our business, which include:
•A protracted North American economic shutdown could lower bid volumes due to budgetary limitations or reduced traffic on the roadways and reduced demand from our chemical customers.
•Customer access to retailers in our North American markets could impact consumer and industrial product demand.
•Potential reduced demand in our specialty crop markets in North America. As a result, our current Plant Nutrition North America volume guidance for 2020 ranges from 340,000 to 365,000 tons.
•A significant decline in global demand of crops, water conditioning products and chemical products that use our Plant Nutrition South America products could reduce demand in this segment.

For more information, see “Part II–Item 1A–Risk Factors.”

Critical Accounting Estimates

Preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. For a further description of our critical accounting policies, see Note 1 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Actual results in these areas could differ from management’s estimates.

Company Overview

Compass Minerals is a leading producer of essential minerals, including salt, sulfate of potash (“SOP”) specialty fertilizer and magnesium chloride. As of June 30, 2020, we operated 21 production and packaging facilities, including:
•The largest rock salt mine in the world in Goderich, Ontario, Canada;
•The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire;
•A solar evaporation facility located in Ogden, Utah, which is both the largest SOP production site and the largest solar salt production site in the Western Hemisphere;
•Several mechanical evaporation facilities producing consumer and industrial salt; and
•Several facilities producing essential agricultural nutrients and specialty chemicals in Brazil.

Our salt business provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other salt-based products for consumer, agricultural and industrial applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other surface location in London, England.

Our plant nutrition business produces and markets specialty plant nutrition products worldwide to distributors and retailers of crop inputs, as well as growers. Our principal plant nutrition product in our Plant Nutrition North America segment is SOP, which we market under the trade name Protassium+. We also sell various secondary nutrients as well as premium micronutrient products under our Wolf Trax brand.
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Our Plant Nutrition South America segment operates two primary businesses in Brazil—agricultural productivity, which manufactures and distributes a broad offering of specialty plant nutrition solution-based products; and chemical solutions, which manufactures and markets specialty chemicals, primarily for the water treatment industry and for use in other industrial processes.

Consolidated Results of Operations

The following is a summary of our consolidated results of operations for the three and six months ended June 30, 2019 and 2020, respectively. The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.

THREE AND SIX MONTHS ENDED JUNE 30
CMP-20200630_G2.JPG CMP-20200630_G3.JPG
CMP-20200630_G4.JPG CMP-20200630_G5.JPG
* Refer to “—Sensitivity Analysis Related to EBITDA and Adjusted EBITDA” for a reconciliation to the most directly comparable U.S. GAAP financial measure and the reasons we use this non-GAAP measure.

COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
•Total sales increased 4%, or $10.9 million, due to increases in Salt and Plant Nutrition North America sales, which were partially offset by a decrease in Plant Nutrition South America sales.
•Operating earnings increased 498%, or $20.4 million, due to increases in all businesses.
•Earnings before interest, taxes, depreciation and amortization (“EBITDA”)* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 44%, or $19.1 million.
•Diluted net earnings per share increased $0.40.

COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
•Total sales increased 3%, or $21.1 million, due to an increase in the Plant Nutrition North America, which were partially offset by a decrease in Salt sales.
•Operating earnings increased 84%, or $31.4 million, due to increases in all businesses.
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•Adjusted EBITDA increased 26%, or $29.5 million.
•Diluted net earnings per share increased $0.98.


THREE AND SIX MONTHS ENDED JUNE 30
CMP-20200630_G6.JPG CMP-20200630_G7.JPG
COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
Gross Profit: Increased 45%, or $20.5 million; Gross Margin increased by 7 percentage points
•Salt segment gross profit increased $15.1 million primarily due to higher highway deicing average sales prices, sales volumes and lower logistics costs.
•The gross profit of the plant nutrition business, on a combined basis, increased $5.0 million due to an increase of $5.0 million in Plant Nutrition South America segment gross profit. Plant Nutrition South America segment gross profit increased primarily due to higher sales volumes, which were partially offset by lower average sales prices reflecting the weaker Brazilian reais. Plant Nutrition North America segment gross profit remained flat compared to the prior quarter as an increase in sales volumes were offset by lower average sales prices.

COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
Gross Profit: Increased 30%, or $35.2 million; Gross Margin increased by 5 percentage points
•Salt segment gross profit increased $20.5 million primarily due to higher highway deicing average sales prices, which were partially offset by lower sales volumes and higher per-unit product cost due to costs resulting from upgrades to our mining equipment and sales of higher cost purchased salt.
•The gross profit of the plant nutrition business, on a combined basis, increased $14.2 million. Plant Nutrition North America segment gross profit increased $5.8 million primarily due to higher sales volumes, partially offset by lower average sales prices. Plant Nutrition South America segment gross profit increased $8.4 million primarily due to higher sales volumes, which were partially offset by lower average sales prices reflecting the weaker Brazilian reais.

OTHER EXPENSES AND INCOME

COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
SG&A: Increased $0.1 million; Decreased 0.7 percentage points as a percentage of sales from 17.0% to 16.3%
•The increase in SG&A expense was primarily due to higher corporate incentive compensation and corporate professional service fees, which were partially offset by reduced travel and advertising expenses due to COVID-19.

Interest Expense: Increased $0.4 million to $17.2 million
•The increase was primarily due to an increase in interest rates due to the refinancing of our debt in the fourth quarter of 2019, which was partially offset by lower debt levels.

Loss (Gain) on Foreign Exchange: Increased $0.9 million from an expense of $4.1 million to expense of $5.0 million
•We realized foreign exchange losses of $5.0 million in the second quarter of 2020 compared to $4.1 million in the second quarter of 2019 due primarily to changes in translating our intercompany loans from Canadian dollars to U.S. dollars. The foreign currency swaps associated with these loans matured in the second quarter of 2020.

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Other Income, Net: Decreased $0.1 million from income of $0.5 million to income of $0.4 million
•The decrease in other income was primarily due to lower interest income.

Income Tax Expense: Increased $5.6 million from a benefit of $4.4 million to an expense of $1.2 million
•The increase in income tax expense was primarily due to higher pretax income in the second quarter of 2020 versus the pretax loss in the second quarter of 2019 and discrete tax expense items in the second quarter of 2020.
•Our income tax provision in both periods differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, global intangible low-taxed income, foreign income, mining and withholding taxes and interest expense recognition differences for tax and financial reporting purposes.
•Our effective tax rate increased from 27% in the second quarter of 2019 to 41% in the second quarter of 2020 primarily due to the impact of discrete tax items in the second quarter of 2020 on low pretax income.

COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
SG&A: Increased $3.8 million; increased 0.2 percentage points as a percentage of sales from 12.5% to 12.7%
•The increase in SG&A expense was primarily due to higher corporate salaries, wages and incentive compensation in the current period due, in part, to severance expense incurred in the current period, and higher corporate professional services expenses, which was partially offset by lower travel expenses due to COVID-19.

Interest Expense: Increased $3.2 million to $36.2 million
•The increase was primarily due to an increase in interest rates due to the refinancing of our debt in the fourth quarter of 2019, which was partially offset by lower debt levels.

Loss (Gain) on Foreign Exchange: Improved $18.3 million from an expense of $9.0 million to income of $9.3 million
•We realized foreign exchange gains of $9.3 million in the first six months of 2020 compared to a loss of $9.0 million in the first six months of 2019 due primarily to changes in translating our intercompany loans from Canadian dollars to U.S. dollars.

Other Income, Net: Decreased $0.7 million from income of $1.0 million to income of $0.3 million
•The decrease in other income is primarily due to losses incurred in the first quarter of 2020 related to our non-qualified deferred compensation plan for certain executives and lower interest income in the current period.

Income Tax Expense: Increased $12.4 million from $0.5 million to $12.9 million
•The increase in income tax expense was primarily due to higher pretax income in the first half of 2020 versus pretax losses in the first half of 2019, partially offset by the discrete tax expense items in the first quarter of 2019.
•Our income tax provision in both periods differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, global intangible low-taxed income, foreign income, mining and withholding taxes and interest expense recognition differences for tax and financial reporting purposes.
•Our effective tax rate increased from 14% in the first half of 2019 to 31% in the first half of 2020 primarily due to the impact of discrete tax items in the first quarter of 2019.

Operating Segment Performance
The following financial results represent consolidated financial information with respect to sales from our Salt, Plant Nutrition North America and Plant Nutrition South America segments. The results of operations of the consolidated records management business and other incidental revenues include sales of $2.3 million and $2.4 million for the second quarter of 2020 and 2019, respectively and $5.0 million and $4.8 million for the first six months of 2020 and 2019, respectively. These revenues are not material to our consolidated financial results and are not included in the following operating segment financial data.

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Salt

THREE AND SIX MONTHS ENDED JUNE 30

CMP-20200630_G8.JPG
2Q 2020 2Q 2019 2020 YTD 2019 YTD
Salt Sales (in millions) $ 121.8    $ 112.6    $ 409.6    $ 419.0   
Salt Operating Earnings (in millions) $ 29.7    $ 14.6    $ 86.6    $ 66.9   
Salt Sales Volumes (thousands of tons)
Highway deicing 1,021    865    4,125    4,408   
Consumer and industrial 400    438    869    989   
Total tons sold 1,421    1,303    4,994    5,397   
Average Salt Sales Price (per ton)
Highway deicing $ 60.32    $ 54.17    $ 67.08    $ 60.25   
Consumer and industrial $ 150.77    $ 150.02    $ 152.97    $ 155.15   
Combined $ 85.77    $ 86.41    $ 82.02    $ 77.63   
COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
•Salt sales increased 8%, or $9.2 million, primarily due to higher highway deicing Salt sales volumes and highway deicing average sales prices, which were partially offset by lower consumer and industrial sales volumes.
•The increase in highway deicing and consumer and industrial sales prices contributed $6.6 million to Salt sales, although the sales mix resulted in a 1% decrease in combined average Salt sales prices as higher-priced consumer and industrial sales volumes were a lower proportion of total sales in the current period.
•Highway deicing average sales prices increased 11% due to higher North American highway deicing contract prices for the 2019-2020 winter season. Consumer and industrial average sales prices increased 1%.
•Salt sales volumes increased 9%, or 118,000 tons, and contributed $2.6 million to sales. Highway deicing sales volumes increased 18% primarily as result of customers meeting their minimum contracted volume requirements due to the milder winter weather in the first quarter of 2020 in North America. Consumer and industrial sales volumes decreased 9% due to the impact of COVID 19 on its non-deicing sales.
•Salt operating earnings increased 103%, or $15.1 million, due to higher highway deicing sales volumes and average sales prices and lower per-unit logistics costs. The 2019 period had $2.8 million of additional logistics costs related to Mississippi river flooding.

COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
•Salt sales decreased 2%, or $9.4 million, primarily due to lower Salt sales volumes, which were partially offset by higher highway deicing average sales prices.
•Salt average sales prices increased 6% and contributed $26.3 million to sales due to higher highway deicing sales prices.
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•Highway deicing average sales prices increased 11% due to higher North American highway deicing contract prices for the 2019-2020 winter season. Consumer and industrial average sales prices decreased 1% primarily due to sales mix.
•Salt sales volumes decreased 7%, or 403,000 tons, and unfavorably impacted sales by $35.7 million. Highway deicing sales volumes decreased 6% primarily as result of milder winter weather in the first quarter of 2020 in North America and the U.K. Consumer and industrial sales volumes also decreased 12% due to lower first quarter sales of deicing products and lower second quarter sales of non-deicing products primarily due to COVID 19.
•Salt operating earnings increased 29%, or $19.7 million, due to higher highway deicing prices and lower per-unit logistics costs, which were partially offset by higher per-unit cost primarily due to lower production volumes in the U.K., costs related to upgrading our mining equipment at our Goderich mine, increased corporate professional service expenses and high cost purchased salt.

Plant Nutrition North America

THREE AND SIX MONTHS ENDED JUNE 30

CMP-20200630_G9.JPG
2Q 2020 2Q 2019 2020 YTD 2019 YTD
Plant Nutrition North America Sales (in millions) $ 55.1    $ 48.1    $ 115.7    $ 85.3   
Plant Nutrition North America Operating Earnings (in millions) $ 5.1    $ 4.6    $ 10.3    $ 3.0   
Plant Nutrition North America Sales Volumes (thousands of tons) 89    74    185    131   
Plant Nutrition North America Average Sales Price (per ton) $ 618    $ 649    $ 625    $ 652   
COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
•Plant Nutrition North America sales increased 15%, or $7.0 million due to higher sales volumes, which was partially offset by lower average sales prices.
•Plant Nutrition North America sales volumes increased 20%, or 15,000 tons, which resulted in a $9.7 million increase in sales. Sales volumes in the second quarter of 2019 were lower due to the cold and wet weather experienced in our key North American markets.
•Plant Nutrition North America average sales prices decreased 5%, providing a $2.7 million offset to the increase in sales.
•Plant Nutrition North America operating earnings increased $0.5 million to $5.1 million due to higher sales volumes and lower depreciation expense, which were partially offset by lower average sales prices.

COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
•Plant Nutrition North America sales increased 36%, or $30.4 million due to higher sales volumes, which was partially offset by lower average sales prices.
•Plant Nutrition North America sales volumes increased 41%, or 54,000 tons, which resulted in a $35.4 million increase in sales. Sales volume in the first half of 2019 were lower due to the cold and wet weather experienced in our key markets.
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•Plant Nutrition North America average sales prices decreased 4%, providing a $5.0 million offset to the increase in sales.
•Plant Nutrition North America operating earnings increased $7.3 million to $10.3 million due to higher sales volumes, lower per-unit shipping and handling costs, lower depreciation expense and lower SG&A expenses, which were partially offset by lower average sales prices.

Plant Nutrition South America

THREE AND SIX MONTHS ENDED JUNE 30

CMP-20200630_G10.JPG
2Q 2020 2Q 2019 2020 YTD 2019 YTD
Plant Nutrition South America Sales (in millions) $ 76.9    $ 82.1    $ 139.7    $ 139.8   
Plant Nutrition South America Operating Earnings (Loss) (in millions) $ 8.9    $ 1.7    $ 9.2    $ (0.9)  
Plant Nutrition South America Sales Volumes (thousands of tons)
Agricultural productivity 127    109    195    161   
Chemical solutions 85    80    175    162   
Total tons sold 212    189    370    323   
Average Plant Nutrition South America Sales Price (per ton)
Agricultural productivity $ 483    $ 556    $ 524    $ 596   
Chemical solutions $ 184    $ 266    $ 214    $ 270   
Combined $ 363    $ 433    $ 377    $ 432   
COMMENTARY: THREE MONTHS ENDED JUNE 30, 2019 AND 2020
•Plant Nutrition South America sales decreased 6%, or $5.2 million, due to lower average sales prices due to a 37% unfavorable weighted average change in the Brazilian reais versus the U.S. dollar from the prior year. This decline was partially offset by higher sales volumes.
•Plant Nutrition South America sales volumes increased 12%, or 23,000 tons, providing $11.0 million of sales to partially offset the decrease in sales price. Agricultural productivity sales volumes increased 17% due primarily to improvements in farmer economics and affordability of fertilizer products due to foreign exchange and barter rates. Chemical solutions sales volumes increased 6% due to higher sales of chlor-alkali products.
•A 16% decrease in Plant Nutrition South America average sales price reduced sales by $16.2 million. The decrease in average sales price was due to a 31% decrease in chemical solutions and a 13% decrease in agricultural productivity prices as a result of the weighted average change in the Brazilian reais versus the U.S. dollar. In local currency, a stronger mix of agricultural productivity sales resulted in a 15% increase in average sales prices.
•Plant Nutrition South America operating earnings increased $7.2 million to $8.9 million due to higher sales volumes, which was partially offset by a weaker Brazilian reais.
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COMMENTARY: SIX MONTHS ENDED JUNE 30, 2019 AND 2020
•Plant Nutrition South America sales decreased $0.1 million, due to lower average sales prices due to a 27% unfavorable weighted average change in the Brazilian reais versus the U.S. dollar from the prior year, which was offset by higher sales volumes.
•Plant Nutrition South America sales volumes increased 15%, or 47,000 tons, which offset the decrease in Plant Nutrition South America sales prices by $23.8 million. Agricultural productivity sales volumes increased 21% due primarily to improvements in farmer economics and affordability of fertilizer products due to foreign exchange and barter rates. Chemical solutions sales volumes increased 8% due primarily to higher sales of chlor-akali products.
•A 13% decrease in Plant Nutrition South America average sales price reduced sales by $23.9 million. The decrease in average sales price was due to a 21% decrease in chemical solutions and a 12% decrease in agricultural productivity prices as a result of the weighted average change in the Brazilian reais versus the U.S. dollar. In local currency, a stronger mix of agricultural productivity sales resulted in a 10% increase in average sales prices.
•Plant Nutrition South America operating earnings (loss) increased $10.1 million from a loss of $0.9 million to earnings of $9.2 million due to higher sales volumes which was partially offset by a weaker Brazilian reais.

2020 Full-Year Outlook

•As a result of the mild first quarter winter weather, we expect Salt sales volumes for 2020 to range from 10.7 million tons to 11.1 million tons.
•Plant Nutrition North America sales volumes for 2020 are expected to range from 340,000 tons to 365,000 tons.
•We expect 2020 Plant Nutrition South America, sales volumes to range from 800,000 tons to 900,000 tons.
•For information about the impact of the COVID-19 pandemic on the Company, see “–COVID-19 Pandemic” and “Part II–Item 1A–Risk Factors.”

Liquidity and Capital Resources
 
Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements and ongoing debt service. 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. To a certain extent, our ability to meet our short- and long-term liquidity and capital needs is subject to general economic, financial, competitive, legislative, regulatory and weather conditions, effects of climate change, geological variations in our mine deposits and other factors that are beyond our control. Historically, our working capital requirements have been the highest in the fourth quarter and lowest in the second quarter. When needed, we may fund short-term working capital requirements by accessing our $300 million revolving credit facility.

We have been able to manage our cash flows generated and used across Compass Minerals to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of June 30, 2020, we had $32.8 million of cash and cash equivalents (in our Consolidated Balance Sheets) that were either held directly or indirectly by foreign subsidiaries. During the fourth quarter of 2018, we revised our permanently reinvested assertion to indicate that we expect to repatriate approximately $150 million of unremitted foreign earnings on which we have recorded a $4.8 million deferred tax liability as of June 30, 2020 for foreign withholding tax and state income tax. Due to our ability to generate adequate levels of domestic cash flow on an annual basis, it is our current intention to continue to reinvest all remaining undistributed earnings of our foreign subsidiaries indefinitely. 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 impacted by the transfer price charged on the transfer of our products between them. As discussed in Note 7 to our Consolidated Financial Statements, our calculated transfer price on certain products between one of our foreign subsidiaries and a domestic subsidiary has been challenged by Canadian federal and provincial governments. In the fourth quarter of 2017, we reached a federal settlement agreement with Canadian and U.S. tax authorities related to our transfer pricing issues for our 2007-2012 tax years. The recording of this settlement resulted in increased sales for our Canadian subsidiary of $85.7 million and increased offsetting expenses for our U.S. subsidiary in 2017 causing a domestic loss and significant foreign income. During 2018, in accordance with the settlement agreement, our U.S. subsidiary made intercompany cash payments of $85.7 million to our Canadian subsidiary and tax payments to Canadian taxing authorities of $17.5 million. The remaining liability was satisfied in 2019 with tax payments of $5.3 million. Corresponding tax refunds of $21.4 million were received primarily in 2019 from U.S. taxing authorities, with the remaining refund of approximately $1.6 million expected in 2020. Additionally during the fourth quarter of 2018, we reached a federal settlement agreement with Canadian and U.S. tax authorities on transfer pricing and management fees as part of an advanced pricing agreement that covers tax years 2013-2021.
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The recording of this settlement in 2018 resulted in increased sales for our Canadian subsidiary of $106.1 million and offsetting expenses for our US subsidiary causing a domestic loss and significant foreign income in 2018. During the second quarter of 2019, in accordance with the settlement agreement, our U.S. subsidiary made intercompany cash payments of $106.1 million to our Canadian subsidiary and tax payments to Canadian taxing authorities of $29.9 million with the remaining $1.4 million of tax payments to be paid during 2020. Corresponding tax refunds of $59.7 million have been received as of June 30, 2020 from U.S. taxing authorities, of which $55 million was received during the first quarter of 2020, with the remaining $1.9 million expected in 2020. There are ongoing challenges by Canadian provincial taxing authorities regarding our transfer prices of certain products. The final resolution of these challenges may not occur for several 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 materially impact the amount of earnings attributable to our domestic and foreign subsidiaries, which could impact the amount of permanently reinvested foreign earnings as well as future cash flows from our domestic operations. See Note 7 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments and settlement.

A portion of our loans in Brazil are denominated in U.S. dollars. We have entered into a foreign currency agreement whereby we agreed to swap interest and principal payments on the loans denominated in U.S. dollars for principal and interest payments denominated in Brazilian reais, the functional currency of our Brazil subsidiary. See Note 12 to our Consolidated Financial Statements for a discussion of our foreign currency agreement.

Cash and cash equivalents as of June 30, 2020 of $67.2 million, increased $32.5 million from December 31, 2019. We generated $233.9 million of operating cash flows in the first six months of 2020. In the first six months of 2020, we used cash on hand and cash flows from operations to pay $100.5 million of net long-term debt, to fund capital expenditures of $42.7 million and pay dividends on our common stock of $49.5 million.

As of June 30, 2020, we had $1.3 billion of indebtedness, consisting of $250.0 million outstanding under our 4.875% Senior Notes due 2024, $500.0 million outstanding under our 6.75% Senior Notes due 2027, $454.0 million of borrowings outstanding under our senior secured credit facilities (consisting of term loans and a revolving credit facility), including $59.0 million borrowed against our revolving credit facility, and $95.9 million of Brazilian debt (see Note 8 to our Consolidated Financial Statements for more detail regarding our debt). We had $10.4 million of outstanding letters of credit as of June 30, 2020, which reduced our revolving credit facility borrowing availability to $230.6 million.
 
On June 30, 2020, certain of our U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility of up to $100 million with PNC Bank, National Association, as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. In July 2020, we received our first loan amount of $24.0 million. See Note 15 to our Consolidated Financial Statements for more information.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and impair our ability to operate our business or pursue our business strategies. As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct substantially all of our consolidated operating activities and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Our subsidiaries are not obligated to make funds available to CMI. Furthermore, we must remain in compliance with the terms of our credit agreement governing our term loans and revolving credit facility, including the total leverage ratio and interest coverage ratio, in order to make payments on our debt or pay dividends to our stockholders. We must also comply with the terms of our indenture governing our senior notes. Although we are in compliance with our debt covenants as of June 30, 2020, we can make no assurance that we will remain in compliance with these ratios nor can we make any assurance that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest payments on our debt when due. If we consummate an additional acquisition, our debt service requirements could increase. Furthermore, we may need to refinance all or a portion of our indebtedness on or before maturity; however, we cannot provide assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.
 
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The table below provides a summary of our cash flows by category:
SIX MONTHS ENDED JUNE 30, 2020 SIX MONTHS ENDED JUNE 30, 2019
Operating Activities:
» Net earnings were $29.3 million.
» Net loss was $4.2 million.
» Non-cash depreciation and amortization expense was $68.0 million.
» Non-cash depreciation and amortization expense was $68.9 million.
» Working capital items were a source of operating cash flows of $132.0 million.
» Working capital items were a source of operating cash flows of $42.4 million.
Investing Activities:
» Net cash flows used by investing activities included $42.7 million of capital expenditures.
» Net cash flows used by investing activities included $49.8 million of capital expenditures.
Financing Activities:
» Net cash flows used by financing activities included the payment of dividends of $49.5 million.
» Net cash flows used by financing activities included the payment of dividends of $49.2 million.
» In addition, we had net payments on our debt $100.5 million.
» In addition, we had net payments on our debt of $17.9 million
Other Matters

See Notes 7 and 9 to our Consolidated Financial Statements for a discussion regarding labor, environmental and litigation matters.

Sensitivity Analysis Related to EBITDA and Adjusted EBITDA
 
Management uses a variety of measures to evaluate our performance. While our 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 Adjusted EBITDA. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures used to evaluate the operating performance of our core business operations, because our resource allocation, financing methods, cost of capital and income tax positions are managed at a corporate level apart from the activities of the operating segments and our operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings. We also use these measures to assess our operating performance and return on capital, and to evaluate potential acquisitions or other capital projects. These measures are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net earnings, operating 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 stock-based compensation, (gain) loss on foreign exchange and other expense (income). Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation. 

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The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions):
  Three Months Ended
June 30, 		Six Months Ended
June 30,
  2020 2019 2020 2019
Net earnings (loss) $ 1.7    $ (11.8)   $ 29.3    $ (4.2)  
Interest expense 17.2    16.8    36.2    33.0   
Income tax expense (benefit) 1.2    (4.4)   12.9    0.5   
Depreciation, depletion and amortization 34.9    33.9    68.0    68.9   
EBITDA 55.0    34.5    146.4    98.2   
Adjustments to EBITDA:
  Stock-based compensation - non cash 2.7    2.3    5.1    3.4   
  Loss (gain) on foreign exchange 5.0    4.1    (9.3)   9.0   
  Logistics impact from flooding —    2.8    —    2.8   
  Other income, net (0.4)   (0.5)   (0.3)   (1.0)  
Adjusted EBITDA $ 62.3    $ 43.2    $ 141.9    $ 112.4   
Recent Accounting Pronouncements
 
See Note 1 to our Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Effects of Currency Fluctuations
 
Our operations outside of the U.S. are conducted primarily in Canada, Brazil 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 enters 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 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, Brazilian reais and British pounds sterling also being significant. Significant changes in the value of the Canadian dollar, Brazilian reais or British pound sterling relative to the U.S. dollar could have a material effect on our financial condition.

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 and countries in which we operate.

Seasonality

We experience a substantial amount of seasonality in our sales. Our sales of our salt deicing products are seasonal. Consequently, our Salt 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.

Our plant nutrition business is also seasonal. The strongest demand for our Plant Nutrition South America products in Brazil typically occurs during the spring planting season. As a result, we and our customers generally build inventories during the low demand periods of the year to ensure timely product availability during the peak sales season. The seasonality of this demand results in our sales volumes and net sales for our Plant Nutrition South America segment usually being the highest during the third and fourth quarters of each year (as the spring planting season begins in September in Brazil).

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our business is subject to various types of market risks that include interest rate risk, foreign currency exchange rate risk and commodity pricing risk. Management has taken actions to mitigate our exposure to commodity pricing and foreign currency exchange rate risk by entering into natural gas derivative instruments and foreign currency contracts. We may take further actions to mitigate our exposure to interest rates, exchange rates and changes in the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes. Our market risk exposure related to these items has not changed materially since December 31, 2019.

Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2020 to ensure that information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

For this purpose, disclosure controls and procedures include controls and procedures designed to ensure that information that is required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION

Item 1. Legal Proceedings
 
We are involved in the legal proceedings described in Note 7 and Note 9 to our Consolidated Financial Statements and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business. These primarily involve tax assessments, disputes with former employees and contract labor, commercial claims, product liability claims, personal injury claims and workers’ compensation claims. Management cannot predict the outcome of legal proceedings and claims with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition. There have been no material developments since December 31, 2019 with respect to our legal proceedings, except as described in Note 7 and Note 9 to our Consolidated Financial Statements.

Item 1A. Risk Factors

For a discussion of the risk factors applicable to Compass Minerals, please refer to Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated and supplemented by the discussion below related to the COVID-19 pandemic. 

The COVID-19 pandemic, or other outbreaks of infectious disease or similar public health threats, could materially and adversely affect our business, financial condition and results of operations.

The recent outbreak of COVID-19, and any other outbreaks of contagious diseases or other adverse public health developments in the United States or worldwide, could have a material adverse effect on our business, financial condition and results of operations. As an essential business, we have continued producing and delivering products that support critical industries such as transportation, agriculture, chemical, food, pharmaceutical and animal nutrition. However, COVID-19 has significantly impacted economic activity and markets worldwide in 2020, and it could negatively affect our business in a number of ways. These effects could include, but are not limited to:
•Disruptions or restrictions on our employees’ ability to work effectively due to illness, travel bans, quarantines, shelter-in-place orders or other limitations could impact our business.
•Temporary closures or disruptions at our facilities or the facilities of our customers or suppliers could reduce demand for our products or affect our ability to timely meet our customer’s orders and negatively impact our supply chain. For example, we experienced lost sales in the second quarter of 2020 primarily for certain customers of our non-deicing salt products due to manufacturing outages and retail disruptions. Compliance with new governmental regulations, such as social distancing regulations, could increase our operational costs. Our mining and manufacturing facilities in North America and Brazil remained in operation throughout the first half of 2020; however, operations at our U.K. salt mine were idled near the end of March 2020 due to the mild 2019-2020 winter weather experienced in that market, along with U.K. government guidance on COVID-19 preventative measures, with operations resuming in mid-May 2020 using a gradual ramp up. In addition, we have incurred increased costs related to health and safety precautions we have put in place at our facilities, such as increasing sanitation of offices and common areas within our facilities.
•Our mining and manufacturing facilities rely on raw materials and components provided by our suppliers. If the ongoing quarantining or similar measures cause delays along our supply chain, we could experience a mining or manufacturing slow-down or seek to obtain alternate sources of supply, which may not be available or may be more expensive. Disruptions to our supply chain and business operations, or to our suppliers’ or customers’ supply chains and business operations, could include disruptions from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects on our business.
•Global health concerns, such as COVID-19, could result in social, economic and labor instability in the countries and localities in which we or our suppliers and customers operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations.
•The failure of third parties on which we rely, including our suppliers, customers, contractors, commercial banks and external business partners, to meet their respective obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, could have an adverse impact on our business, financial condition or results of operations.
•Remote work arrangements for our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more
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susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. These risks could also impact the third parties on which we rely.
•The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global credit and financial markets, which increases the cost of capital and adversely impacts access to capital for both the Company and our customers and suppliers. Disruption and volatility in the global and financial markets or other factors may also cause adverse fluctuations in foreign currency exchange rates, particularly an increase in the value of the U.S. dollar against the Canadian dollar, the Brazilian reais or the U.K. pound sterling, which could negatively affect our business, financial condition and reported results of operations.

The impact of COVID-19 may also exacerbate other risks discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, any of which could have a material adverse effect on us. The extent to which the COVID-19 pandemic, or other outbreaks of disease or similar public health threats, materially and adversely impact our business, financial condition and results of operations is highly uncertain and will depend on future developments. Such developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak. In addition, how quickly, and to what extent, normal economic and operating conditions can resume cannot be predicted, and the resumption of normal business operations may be delayed or constrained by lingering effects on our suppliers, third-party service providers and customers.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
(a) None.

(b) None.

(c)  Issuer Purchases of Equity Securities

The Company withheld 14,627 shares with a fair value of $0.7 million related to the vesting of restricted stock units during the first six months of 2020. The fair value of the shares were valued at the closing price at the vesting date and represent the employee tax withholding for the employee’s compensation. These shares are not considered common stock repurchases under the Company’s equity compensation plans.

Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
 
Item 5. Other Information
 
None.
 
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Item 6. Exhibits
Exhibit
No. 		Exhibit Description
3.1 Amended and Restated Certificate of Incorporation of Compass Minerals International, Inc., as amended by the Certificate of Amendment, dated May 15, 2020 (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
3.2 Amended and Restated By-Laws of Compass Minerals International, Inc., effective as of May 15, 2020 (incorporated herein by reference to Exhibit 3.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.4 Compass Minerals International, Inc. 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 99.1 to Compass Minerals International Inc.’s Registration Statement on File S-8, File No. 333-238252).
10.8 2020 Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.9 Amended and Restated Compass Minerals International, Inc. Executive Severance Plan, effective May 15, 2020 (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.10 2020 Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.11 2020 Form of Restrictive Covenant Agreement (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.12 Receivables Financing Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc., PNC Bank, National Association, the lenders party thereto and PNC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
10.13 Purchase and Sale Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc. and Compass Minerals USA Inc.(incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
10.14 Performance Guaranty, dated June 30, 2020, made by Compass Minerals International, Inc. in favor of PNC Bank, National Association.(incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
95*
101** The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (contained in Exhibit 101).
* Filed herewith
** Furnished herewith
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  COMPASS MINERALS INTERNATIONAL, INC.
   
Date: August 5, 2020 By: /s/ James D. Standen
  James D. Standen
  Chief Financial Officer
  (Principal Financial and Accounting Officer)
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COMPASSLOGOA0511.JPG
Exhibit 10.1


Non-Employee Director Compensation Policy

Effective May 14, 2020
Non-employee members of the board of directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) will be eligible to receive compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The compensation described in this Policy will be paid, granted or issued, as applicable, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Director”). This Policy is effective May 14, 2020 (the “Effective Date”) and will remain in effect until it is revised or rescinded by further action of the Board. As of the Effective Date, this Policy will replace and supersede, in its entirety, the Company’s Non-Employee Director Compensation Policy, effective January 1, 2017 (the “2017 Policy”).
A.Cash Compensation
1.Annual Retainers and Other Fees. Directors may receive retainers and other fees (the “Cash Compensation”), payable in cash (subject to Section C), as compensation for their service as a Director, as the Board may determine from time to time which may include, without limitation, an annual retainer, committee service fees, committee chair fees, chairman of the board fees, lead independent director fees and meeting fees.   
2.Payment
1.Payment Date. The Cash Compensation will be earned on a quarterly basis based on a calendar quarter and will be paid by the Company in arrears.
2.Partial Service. In the event a Director does not serve as a Director (or in an applicable position on the Board) for an entire calendar quarter (but serves for a portion of the quarter), such Director will receive a prorated portion of the Cash Compensation otherwise payable to him or her for such calendar quarter, with such prorated portion determined by multiplying the Cash Compensation that would otherwise be payable by a fraction, the numerator of which is the number of days during which the Director serves as a Director or in an applicable position during the applicable calendar quarter and the denominator of which is the number of days in the applicable calendar quarter.
B.Equity Compensation
1.Equity Awards. Directors may receive equity awards as compensation for service as the Board may determine from time to time (“Equity Compensation”). The awards will be granted under, and be subject to the, terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”). All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan. The Board will establish the dollar amount of the Equity Compensation payable to Directors (the “Annual Equity Award Value”).
2.Payment
a.Number of Shares. Directors will receive Equity Compensation in the form of restricted stock units of the Company (“RSUs”). The number RSUs awarded to a Director will be determined by dividing (i) the Annual Equity Award Value by (ii) the closing market price per share of the Common Stock on the date of grant, or on the next trading day if such date


was not a trading day, as reported on the New York Stock Exchange Composite Transactions listing (the “Fair Market Value”).
b.RSU Account. The Company will maintain a separate bookkeeping account (the “RSU Account”) to reflect the RSUs (whether issued by the Company under this Policy or otherwise) issued to each Director.
c.Fractional Shares. Only whole shares will be issued in settlement of RSUs; fractional shares will be eliminated by rounding up to the next whole number.
3.Grant Date. As of the date of any annual meeting of the Company’s stockholders that occurs during or following 2020 (an “Annual Meeting”), each Director who following such Annual Meeting will continue to serve as a non-employee Director immediately following such Annual Meeting will be automatically granted, on the date of such Annual Meeting, the number of RSUs set forth in Section B(2)(a) (the “RSU Award”).
4.Vesting.
i.The RSU Award will vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting following the date of grant that is at least 50 weeks from the date of grant and (ii) the first anniversary of the date of grant, subject to the Director continuing in service on the Board through the applicable vesting date (other than the circumstance set forth in Sections B(4)(b) and B(4)(c)). Shares underlying the RSU Award will be distributed as soon as reasonably practicable after, and in any event within thirty days following the Annual Meeting at which it vests.
ii.In the event of a Director’s cessation of service due to death or disability (as determined in good faith by the Board), the RSU Award will become fully vested as of the date of such cessation of service.
iii.Partial Service. Except as set forth in the preceding Section B(4)(b), in the event a Director does not serve as a Director (or in an applicable position on the Board) for the entire vesting period (but serves for a portion of such period), a prorated portion of the RSU Award will become vested, with such prorated portion determined by multiplying the RSU Award by a fraction, the numerator of which is the number of days during which the Director serves as a Director or in the applicable position during the applicable year and the denominator of which is 365.
C.Payment Elections and Deferrals
1.Cash Compensation. Notwithstanding Section A, Directors may elect in accordance with Section C(3) that an amount equal to all or a portion of the Cash Compensation be paid:
a.In the form of Deferred Stock Units, in which case the dollar value of any such amount will be paid pursuant to Section C(4);
b.In the form of shares of Common Stock, in which case the Director will receive shares of Common Stock with an aggregate Fair Market Value equal to the dollar value of any such amount; or
c.Subject to the Board’s approval, under other deferred compensation plans or programs established by the Board.
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2.Equity Compensation. Directors may elect in accordance with Section C(3) that an amount equal to all or a portion of the Equity Compensation to be paid in the form of Deferred Stock Units. The dollar value of any such amount to be paid in the form of Deferred Stock Units will be paid pursuant to Section C(4).
3.Elections; Notification Requirements. If a Director desires to defer receipt of all or a portion of his or her Cash Compensation or Equity Compensation or otherwise make an election pursuant to this Section C, he or she must make an election (a “Deferral Election”) by delivering an election form to the Secretary of the Company. Any initial Deferral Election must satisfy the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), to the extent applicable. Any initial Deferral Election must be made not later than December 31 of the calendar year immediately preceding the calendar year of service by delivering an election form to the Secretary of the Company. Notwithstanding the foregoing, any newly-appointed or elected Director may make a Deferral Election no later than thirty days after such Director first becomes eligible to participate in this Policy and such Deferral Election may only be made with respect to Cash Compensation and Equity Compensation payable for services to be performed during or after the period commencing on the first day of the first full calendar quarter immediately following the date of such Deferral Election. Once a Deferral Election is made, it may be revoked and changed only for future years. Each Deferral Election will carry over to Cash Compensation and Equity Compensation in subsequent plan years unless and until terminated.
4.Deferred Stock Units 
a.Payment
i.Deferred Stock Account. The Company will maintain a separate bookkeeping account (the “Deferred Stock Account”) to reflect the deferred stock units (whether issued by the Company under this Policy or otherwise, “Deferred Stock Units”) issued to each Director.
ii.Number of Units.
1.With respect to the Cash Compensation that is being deferred in the form of Deferred Stock Units, the number of Deferred Stock Units issued to a Director will be determined by dividing the Cash Compensation that the Director has elected to defer by the Fair Market Value on the date of issuance.
2.With respect to the Equity Compensation that is being deferred in the form of Deferred Stock Units, the number of Deferred Stock Units issued to a Director will be determining by dividing the Equity Compensation that the Director has elected to defer by the Fair Market Value on the date of issuance.
iii.Issuance Date.
1.With respect to the Cash Compensation that is being deferred in the form of Deferred Stock Units, such Deferred Stock Units will be earned on a quarterly basis based on a calendar quarter and the date of issuance will be the last business day of each calendar quarter, with distributions to be made pursuant to Section C(4)(b).
2.With respect to the Equity Compensation that is being deferred in the form of Deferred Stock Units, such Deferred Stock Units will be earned on an annual basis beginning on the Annual Meeting and the date of issuance will be the
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subsequent Annual Meeting, with distributions to be made pursuant to Section C(4)(b).
iv.Partial Service – Cash Compensation. In the event a Director does not serve as a Director (or in an applicable position on the Board) for an entire calendar quarter (but serves for a portion of the quarter), such Director will receive a prorated portion of Deferred Stock Units otherwise payable to him or her for such calendar quarter as Cash Compensation, with such prorated portion of Deferred Stock Units determined by multiplying the Annual Equity Award Value that the Director has elected to defer by a fraction, the numerator of which is the number of days during which the Director serves as a Director or in the applicable position during the applicable calendar quarter and the denominator of which is the number of days in the applicable calendar quarter.
i.Distribution. Deferred Stock Units will be distributed to Directors in the form of shares of Common Stock, with each Deferred Stock Unit equal to one share of Common Stock. Such distribution will be made in whole shares of Common Stock, to be specified pursuant to a fixed schedule under the applicable Deferral Election pursuant to Section C(3) and subject to compliance with Section 409A of the Code. All distributions will be made no later than 5 business days following the elected payment date.
ii.Vesting.
i.With respect to the Cash Compensation that is being deferred in the form of Deferred Stock Units, such Deferred Stock Units will be immediately vested.
ii.With respect to the Equity Compensation that is being deferred in the form of Deferred Stock Units, such Deferred Stock Units will vest in accordance with Section B(4), including, without limitation, Sections B(4)(b) and B(4)(c).
iii.Voting Rights. Director will have no voting rights with respect to any RSUs or Deferred Stock Units.
iv.Dividend Equivalents
i.Right to Receive. Each RSU will carry with it a right to receive dividend equivalents which will be payable in the form of cash. Each Deferred Stock Unit credited to a Director’s Deferred Stock Account will carry with it a right to receive dividend equivalents which will be paid in the form of additional Deferred Stock Units. The Dividend Equivalent rights associated with Deferred Stock Units will remain outstanding until the delivery to the Director of the shares of Common Stock underlying such Deferred Stock Unit.
ii.Issuance Date. Deferred Stock Units issued with respect to dividend equivalents will be issued as of the date the Company pays any dividend (whether in cash or in kind) on shares of Common Stock.
iii.Number of Units. The number of Deferred Stock Units issued to a Director with respect to dividend equivalents will be determined by dividing (A) the aggregate dollar value of the dividend that would have been payable with respect to the RSU credited to a Director’s RSU Account immediately prior to the dividend payment date by (B) the Fair Market Value on the date of issuance.
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iv.Distribution. Deferred Stock Units issued with respect to dividend equivalents will be distributed to Directors pursuant to Section C(4)(b) using the fixed schedule under the applicable Deferral Election for the year in which such Deferred Stock Units were issued.
v.Fractional Shares. Only whole shares will be issued in settlement of dividend equivalents; fractional shares will be eliminated by rounding down to the previous whole number.
v.Payment Following Change of Control. Notwithstanding anything in this Policy to the contrary or any election made by any Director, if a “change in control event” within the meaning of Section 409A of the Code occurs, any RSU or Deferred Stock Unit credited to a Director’s Deferred Stock Account as of such Change of Control will be distributed in a single lump sum to the Director (or, as applicable, his or her beneficiary) immediately following the Change of Control.
D.General
1.Unfunded Obligation. This Policy is designed and will be administered at all times as an unfunded arrangement and each Director will be treated as an unsecured general creditor and will have no beneficial ownership of any assets of the Company.
2.Taxes. Directors will be solely responsible for any federal, state or other taxes imposed in connection with Cash Compensation and Equity Compensation (including RSUs and Deferred Stock Units) and each Director authorizes the Company or any of its subsidiaries to make any withholding for taxes which the Company or any subsidiary deems, in their sole discretion, necessary or desirable in connection therewith.
3.Acceleration of Payment to Pay State, Local or Foreign Taxes. The time or schedule of any distribution or payment of any RSUs or Deferred Stock Units or any other award that constitutes non-qualified deferred compensation for purposes of Section 409A of the Code will not be accelerated, except as otherwise permitted under Section 409A of the Code, including without limitation, Treasury Regulation 1.409A-3(j). Subject to the foregoing, the Company will accelerate the payment of a portion of the shares of RSUs or Deferred Stock Units credited to a Director’s RSU Account or Deferred Stock Account for the sole purpose of allowing such Director to pay applicable state, local and foreign taxes relating to such Deferred Stock Units consistent with Section 409A of the Code. Accelerated payment will be limited to the amount of taxes due as a result of such Director’s participation in the Company’s deferred compensation program, all as certified by the Director’s personal tax advisor. Directors will be solely responsible for any tax consequences relating to or resulting from the accelerated payment from his or her RSU Account or Deferred Stock Account.
4.Amendments; Etc. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. To the extent that the Company’s Annual Meeting schedule is materially changed from the schedule in effect on the Effective Date, this Policy may be equitably adjusted by the Company in connection with such change. The terms and conditions of this Policy supersede any prior compensation arrangements for service as a member of the Board between the Company and any of its Directors and between any subsidiary of the Company and any of its Directors.
5.Governing Law. This Policy and any agreements or documents hereunder will be administered, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of laws thereof.
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COMPASSLOGOA053.JPG
Exhibit 10.2

COMPASS MINERALS INTERNATIONAL, INC.
2020 INCENTIVE AWARD PLAN

[2020] NON-EMPLOYEE DIRECTOR AWARD GRANT NOTICE

DEFERRED STOCK UNITS

Name of Non-Employee Director: _____________

This Non-Employee Director Award Grant Notice (this “Grant Notice”), dated [_________] (the “Notification Date”) evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”), of Deferred Stock Units to the above-referenced “Director” pursuant to the Compass Minerals International, Inc. 2020 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Company’s Non-Employee Director Compensation Policy (the “Policy”). By accepting this award, Director agrees to be bound in accordance with the provisions of the Plan and the Policy, the terms and conditions of which are hereby incorporated in this Grant Notice by reference. This Grant Notice will constitute an “Award Agreement” under the terms of the Plan. Capitalized terms not defined herein have the meanings assigned to them in the Policy.
1.Number of Shares. The number of Deferred Stock Units subject to this Grant Notice will be determined pursuant to the Policy. For [calendar year 2020], based on the Annual Equity Award Value, as determined by the Board of Directors of the Company (the “Board”), and the elections made by Director pursuant to the Policy, Director will be granted the number of Deferred Stock Units with an Annual Equity Award Value of $[__________], to be awarded at such times as set forth in, and in accordance with the terms of, the Policy, including without limitation any terms regarding prorated payments for partial service.

2.Vesting and Issuance.
a.All Deferred Stock Units granted hereunder will [be immediately vested on the date of grant]1[vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Company’s stockholders that occurs during or following [2020] (an “Annual Meeting”) following the date of grant that is at least 50 weeks from the date of grant and (ii) the first anniversary of the date of grant, subject to the Director continuing in service on the Board through the applicable vesting date.]2
b.[All Deferred Stock Units granted hereunder will also be subject to the additional terms set forth in the Policy, including, without limitation, Section C(4)(a)(iv).]3[All Deferred Stock Units granted hereunder will also be subject to the additional terms set forth in the Policy, including, without limitation, Section C(4)(c).]4

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

2 Applicable for DSUs issued as equity compensation.

3 Applicable for DSUs issued as cash compensation.

4 Application for DSUs issued as equity compensation.
COMPASSLOGOA053.JPG

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

5.Conflict between Plan and this Grant Notice or the Policy and this Grant Notice. In the event of a conflict between this Grant Notice and the Plan, the provisions of the Plan will govern. In the event of a conflict between this Grant Notice and the Policy, the provisions of the Policy will govern.

6.Acceptance. Director will be deemed to have accepted this Grant Notice and agreed to be bound by the terms and conditions of the Plan, the Policy and this Grant Notice, unless Director informs the Secretary of the Company in writing within 30 days immediately following the Notification Date that Director wishes to reject this award. Failure to notify the Company in writing of Director’s rejection of the Award during this 30-day period will result in Director’s acceptance of this Grant Notice and Director’s agreement to be bound by the terms and conditions of the Plan, the Policy and this Grant Notice.

7.[Tax deferral. Subdivision 83A-C of the Australian Income Tax Assessment Act 1997 (Cth) will apply (subject to the requirements of that Act) to Deferred Stock Units granted pursuant to this Grant Notice.]


          
COMPASSLOGOA055.JPG
Exhibit 10.3
   
COMPASS MINERALS INTERNATIONAL, INC.
2020 INCENTIVE AWARD PLAN

[2020] NON-EMPLOYEE DIRECTOR AWARD GRANT NOTICE

RESTRICTED STOCK UNITS

Name of Non-Employee Director: _____________
This Non-Employee Director Award Grant Notice (this “Grant Notice”), dated [_________] (the “Notification Date”) evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”), of restricted stock units (“RSUs”) to the above-referenced “Director” pursuant to the Compass Minerals International, Inc. 2020 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Company’s Non-Employee Director Compensation Policy (the “Policy”). By accepting this award, Director agrees to be bound in accordance with the provisions of the Plan and the Policy, the terms and conditions of which are hereby incorporated in this Grant Notice by reference. This Grant Notice will constitute an “Award Agreement” under the terms of the Plan. Capitalized terms not defined herein have the meanings assigned to them in the Policy.
1.Number of Shares. The number of RSUs subject to this Grant Notice will be determined pursuant to the Policy. For [calendar year 2020], based on the Annual Equity Award Value, as determined by the Board of Directors of the Company (the “Board”), and the elections made by Director pursuant to the Policy, Director will be granted the number of RSUs with an Annual Equity Award Value of $[__________], to be awarded at such times as set forth in, and in accordance with the terms of, the Policy, including without limitation any terms regarding prorated payments for partial service.

2.Vesting and Issuance.
a.All RSUs granted hereunder will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Company’s stockholders that occurs during or following [2020] (an “Annual Meeting”) following the date of grant that is at least 50 weeks from the date of grant and (ii) the first anniversary of the date of grant, subject to Director continuing in service on the Board through the applicable vesting date. Shares underlying the RSU Award will be distributed as soon as reasonably practicable, and in any event within thirty days following, the Annual Meeting at which it vests.
b.All RSUs granted hereunder will also be subject to the additional terms set forth in the Policy, including, without limitation, Section B(4)(b) and B(4)(c).

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

4.Changes in Circumstances. It is expressly understood and agreed that Director assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the value of the RSU Award after the date hereof.

5.Conflict between Plan and this Grant Notice or the Policy and this Grant Notice. In the event of a conflict between this Grant Notice and the Plan, the provisions of the Plan will govern. In the event of a conflict between this Grant Notice and the Policy, the provisions of the Policy will govern.


COMPASSLOGOA055.JPG
6.Acceptance. Director will be deemed to have accepted this Grant Notice and agreed to be bound by the terms and conditions of the Plan, the Policy and this Grant Notice, unless Director informs the Secretary of the Company in writing within 30 days immediately following the Notification Date that Director wishes to reject this RSU Award. Failure to notify the Company in writing of Director’s rejection of the RSU Award during this 30-day period will result in Director’s acceptance of this Grant Notice and Director’s agreement to be bound by the terms and conditions of the Plan, the Policy and this Grant Notice.

7.[Tax deferral. Subdivision 83A-C of the Australian Income Tax Assessment Act 1997 (Cth) will apply (subject to the requirements of that Act) to RSUs granted pursuant to this Grant Notice.]



Exhibit 10.5
COMPASS MINERALS INTERNATIONAL, INC.
2020 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Compass Minerals International, Inc., a Delaware corporation (the “Company”), hereby grants to the participant listed below (the “Participant”) the stock options (the “Options”) described in this Stock Option Grant Notice (this “Grant Notice”), subject to the Compass Minerals International, Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Rules, Policies and Procedures for Equity Awards Granted to Employees, effective as of May 15, 2020 (the “Rules”), each of which is incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice have the meanings specified in the Plan or the Rules, as applicable. In addition, the Options are subject to the Company’s Compensation Clawback Policy, dated February 2016 and any successor policy thereto (the “Clawback Policy). This Grant Notice will constitute an “Award Agreement” under the terms of the Plan.
Participant: _______________________
Grant Date: _______________________
Exercise Price per Share: _______________________
Shares Subject to the Options: _______________________
Final Expiration Date: _______________________
Vesting Commencement Date: Same date as Grant Date
Vesting Schedule: Subject to the Rules, the Options will vest and become exercisable [to be specified in individual grant notices]
Type of Option: Non-Qualified Stock Option
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Clawback Policy and the Rules. Participant has reviewed the Plan, this Grant Notice, the Clawback Policy and the Rules in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Clawback Policy and the Rules. If there is any conflict between the terms and conditions of this Grant Notice and the Rules, the Rules will control. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors upon any questions arising under this Grant Notice, the Plan, the Clawback Policy and the Rules.


COMPASS MINERALS INTERNATIONAL, INC. PARTICIPANT
By:
Name: Participant Name:
Title:


Exhibit 10.6
COMPASS MINERALS INTERNATIONAL, INC.
2020 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Compass Minerals International, Inc., a Delaware corporation (the “Company”), hereby grants to the participant listed below (the “Participant”) the restricted stock units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the Compass Minerals International, Inc. 2020 Incentive Award Plan (as amended from time to time the “Plan”) and the Rules, Policies and Procedures for Equity Awards Granted to Employees, effective as of May 15, 2020 (the “Rules”), each of which is incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice have the meanings specified in the Plan or the Rules, as applicable. In addition, the RSUs are subject to the Company’s Compensation Clawback Policy, dated February 2016, and any successor policy thereto (the “Clawback Policy”). This Grant Notice will constitute an “Award Agreement” under the terms of the Plan.
Participant:
_______________________
Grant Date: _______________________
Number of RSUs: _______________________
Vesting Schedule:
Subject to the Rules and to the achievement of the Performance Hurdle / Performance Goal set forth below, the RSUs will vest on [to be specified in individual grant notices] ([the] [each, a] “Vesting Date”).
Dividend Equivalents: Participant will be entitled to receive Dividend Equivalents in accordance with terms set forth in the Rules.
Payment: Subject to the Rules, the Participant will receive a number of shares of Common Stock (in either certificate or book entry form) equal to the number of RSUs subject to this Grant Notice within 45 days following [the Vesting Date] [any vesting on such Vesting Date]; provided, however, that if the Participant’s service with the Company and its Subsidiaries ends prior to [the] [any] Vesting Date under circumstances that entitle the Participant to payment under the Rules, then the time of payment and the number of shares that the Participant will receive will be determined in accordance with the Rules.
[Performance Hurdle / Performance Goal:]
[The Company must achieve $_________ or more of EBITDA, as determined by the Compensation Committee of the Company’s Board of Directors, for 20__.]

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Clawback Policy and the Rules. Participant has reviewed the Plan, this Grant Notice, the Clawback Policy and the Rules in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Clawback Policy and the Rules. If there is any conflict between the terms and conditions of this Grant Notice and the Rules, the Rules will control. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors upon any questions arising under this Grant Notice, the Plan, the Clawback Policy and the Rules.

COMPASS MINERALS INTERNATIONAL, INC. PARTICIPANT
By:
Name: Participant Name:
Title:

Exhibit 10.7
COMPASS MINERALS INTERNATIONAL, INC.
2020 INCENTIVE AWARD PLAN

PERFORMANCE STOCK UNIT AWARD GRANT NOTICE
Total Shareholder Return (TSR) Performance Criteria
Compass Minerals International, Inc., a Delaware corporation (the “Company”), hereby grants to the participant listed below (the “Participant”) the performance stock units (the “PSUs”) described in this Performance Stock Unit Grant Notice (this “Grant Notice”), subject to the Compass Minerals International, Inc. 2020 Incentive Award Plan (as amended from time to time the “Plan”) and the Rules, Policies and Procedures for Equity Awards Granted to Employees, effective as of May 15, 2020 (the “Rules”), each of which is incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice have the meanings specified in the Plan or the Rules, as applicable. In addition, the PSUs are subject to the Company’s Compensation Clawback Policy, dated February 2016, and any successor policy thereto (the “Clawback Policy”). This Grant Notice will constitute an “Award Agreement” under the terms of the Plan.
Participant:
_______________________
Grant Date: _______________________
Number of PSUs: _______________________
Vesting Schedule:
Subject to achievement of the Performance Criteria set forth below, and subject to the Rules, the PSUs will vest on [to be specified in individual grant notices] ([the] [each, a] “Vesting Date”).
Dividend Equivalents:
Participant will be entitled to receive Dividend Equivalents (as such term is defined in the Plan) in accordance with the terms set forth in the Rules.
Payment:
Subject to the Rules, the Participant will receive a number of shares of Common Stock (in either certificate or book entry form) equal to the number of PSUs with respect to which the Performance Criteria have been satisfied within 45 days following [the Vesting Date] [[and vesting on such Vesting Date] (but in no event prior to the date the Compensation Committee of the Company’s Board of Directors determines the extent to which the Performance Criteria has been satisfied); provided, however, that if the Participant’s incurs a Termination of Service prior to [the] [any] Vesting Date under circumstances that entitle the Participant to payment under the Rules, then the time of payment and the number of shares that the Participant will receive will be determined in accordance with the Rules. For the avoidance of doubt, if the Participant incurs a Termination of Service on or following any Vesting Date but prior to the date the Compensation Committee of the Company’s Board of Directors determines the extent to which the Performance Criteria have been satisfied, the Participant will be eligible to receive a payment of shares of Common Stock hereunder with respect to the PSUs that became vested on such Vesting Date, to the extent earned hereunder.


Performance Period and
Performance Criteria:
The Company must achieve the following:
Performance Period rTSR Performance Criteria
[_____] The PSUs earned for the Performance Period will be
based on the Company’s total shareholder return
(“TSR”) compared to the TSR of the companies
comprising the Company’s peer group (as approved by
the Compensation Committee of the Company’s Board
of Directors) over such Performance Period.
Benchmarking
Ranking 		Percentage of PSUs
Earned
[_____] [_____]
Benchmark and earned percentages will be interpolated on a straight line basis

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Clawback Policy and the Rules. Participant has reviewed the Plan, this Grant Notice, the Clawback Policy and the Rules in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Clawback Policy and the Rules. If there is any conflict between the terms and conditions of this Grant Notice and the Rules, the Rules will control. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors upon any questions arising under this Grant Notice, the Plan, the Clawback Policy and the Rules.
COMPASS MINERALS INTERNATIONAL, INC. PARTICIPANT
By:
Name: Participant Name:
Title:



Exhibit 31.1

CERTIFICATION

I, Kevin S. Crutchfield, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2020 By: /s/ Kevin S. Crutchfield
  Kevin S. Crutchfield
  President and Chief Executive Officer
 
 




Exhibit 31.2

CERTIFICATION

I, James D. Standen, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Compass Minerals International, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2020 By: /s/ James D. Standen
  James D. Standen
  Chief Financial Officer
 


Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. §1350

Each of the undersigned hereby certifies that this quarterly report on Form 10-Q for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof, based on my knowledge, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.
 
Date: August 5, 2020 By: /s/ Kevin S. Crutchfield
  Kevin S. Crutchfield
President and Chief Executive Officer
   
  By: /s/ James D. Standen
  James D. Standen
  Chief Financial Officer




Exhibit 95
Mine Safety Disclosure

We understand that to prevent employee and contractor injuries, we must approach safety excellence from many directions at once. We have developed a three-pronged approach towards world class safety performance. This approach consists of (1) setting a high standard of risk mitigation, (2) having robust safety management systems, and (3) supporting a culture of full engagement and personal accountability at all levels of the organization.

We continuously monitor our safety performance by assessing injury and non-injury incidents (e.g., near misses/near hits) as well as key performance indicators. We believe our approach to safety excellence will help us deliver on our commitment to our employees, contractors, their families and our customers to provide a safe working environment.

Mine Safety Data

A subsidiary of Compass Minerals International, Inc. owns and operates the Cote Blanche mine, an underground salt mine located in St. Mary Parish, Louisiana. The Cote Blanche mine is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”).

MSHA is required to regularly inspect the Cote Blanche mine and issue a citation, or take other enforcement action, if an inspector or authorized representative believes that a violation of the Mine Act or MSHA’s standards or regulations has occurred. MSHA is required to propose a civil penalty for each alleged violation that it cites.

We have the option to contest any enforcement action or related penalty we receive before the Federal Mine Safety and Health Review Commission. As a result of this process, an enforcement action may be modified or vacated and any civil penalty proposed by MSHA for an alleged violation may be increased, reduced or eliminated. However, under the Mine Act, we are required to abate (or correct) each alleged violation within a specified time period, regardless of whether we contest the alleged violation.


The table below sets forth information for the quarterly period ended June 30, 2020 concerning certain mine safety violations and other regulatory matters pursuant to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission rules and regulations. The information only reflects our U.S. mining operations, as these requirements do not apply to mining operations outside the U.S.
Mine Name/
Mine I.D.
Number
Section 104 S&S Citations & Orders1
Section 104(b) Orders2
Section 104(d)
Citations & Orders3
Section 110(b)(2) Violations4
Section 107(a) Orders5
Total Dollar Value of MSHA Proposed Assessments
(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 Period7
Legal Actions Initiated During Period7
Legal Actions Resolved During Period
Cote Blanche Mine/16-00358 1 0 0 0 0 $26,216 0 No 2 2 0









1 Represents the number of citations and orders issued under section 104 of the Mine Act for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard. The number reported includes no orders alleging an S&S violation issued under Section 104(g) of the Mine Act.
2 Represents the number of orders issued under section 104(b) of the Mine Act for alleged failures to abate a citation issued under section 104(a) of the Mine Act within the time period specified in the citation.
3 Represents the number of citations and orders issued under section 104(d) of the Mine Act for alleged unwarrantable failures (aggravated conduct constituting more than ordinary negligence) to comply with mandatory safety or health standards.
4 Represents the number of violations issued under section 110(b)(2) of the Mine Act 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 Represents the number of orders issued under section 107(a) of the Mine Act for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before the condition or practice can be abated.
6 Section 104(e) written notices are issued for an alleged pattern of violating mandatory health or safety standards that could significantly and substantially contribute to a mine safety or health hazard.
7  Represents one legal action involving complaints of discharge, discrimination or interference and one civil penalty proceeding involving the contest of Citation No. 8966039 and the related civil penalty.
2