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

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

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

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

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

Critical Accounting Estimates

Preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments result primarily from the need to make estimates about matters that are inherently uncertain. Management's Discussion and Analysis and Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 22, 2008, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. Actual results in these areas could differ from management's estimates.

Results of Operations

Deicing products, consisting of deicing salt and magnesium chloride used by highway deicing and consumer and industrial customers, constitute a significant portion of the Company's salt segment sales. Our deicing sales are seasonal and can fluctuate from year to year depending on the severity of the winter season weather in our markets. Inventory management practices are employed to respond to the varying level of demand which impacts our production volumes, the resulting per ton cost of inventory and ultimately profit margins, particularly during the non-winter quarters when we build our inventory levels. The 2007 - 2008 winter season in our North American markets was more severe than normal. By contrast, the prior year North American winter season (2006 - 2007) was milder than normal. Our U.K. subsidiary experienced the second consecutive year of significantly milder than normal weather.

Our sulfate of potash ("SOP") product is used in the production of specialty fertilizers for high-value crops and turf. Our domestic sales of SOP are concentrated in the western and southeastern portions of the United States where the crops and soil conditions favor the use of SOP as a source of potassium nutrients. Consequently, weather patterns and field conditions in these locations can impact the amount of specialty fertilizer sales volumes. Agricultural activities may also be responsive to economic factors as they may impact the amount or type of crop grown in certain locations or the type of fertilizer product used. However, high-value or chloride-sensitive crop quality and yields tend to decline when alternative fertilizer products are used. Worldwide consumption of standard potash has increased in response to growing populations and reduced arable land per capita requiring

improved crop yield efficiencies. Additionally, relatively high energy prices have improved the economics of ethanol and bio-diesel production which utilize agricultural products as feedstock. The increased demand and limited supply of potash at current capacity levels, has led to improved overall potash market prices.

Our North American salt mines and SOP production facility are near either water or rail transport systems which helps to reduce our shipping and handling costs when compared to alternative methods of distribution. However, shipping and handling costs still account for a relatively large portion of the total cost of our delivered products. Consequently, changes in transportation rates and fuel costs can also impact our margins. Higher costs of transportation services and higher fuel costs have continued to increase our shipping and handling costs on a per ton basis.

Manpower costs, energy costs, packaging, and certain raw material costs, particularly potassium chloride ("KCl"), a deicing and water conditioning agent and feed-stock used in making our sulfate of potash fertilizer product, are also significant. The Company's production workforce is represented by labor unions with multi-year collective bargaining agreements. Our energy costs result from the consumptions of electricity with relatively stable, rate-regulated pricing, and natural gas which can have significant pricing volatility. We manage the pricing volatility of our natural gas purchases with natural gas forward contracts up to 36 months in advance of purchases. We purchase KCl under long-term supply contracts. The market price for KCl has increased significantly in recent years, causing continued price increases under our contract. Although we cannot predict future changes in market prices for KCl, our 2008 per ton costs are higher than 2007. Under the long-term supply contracts, our cost for KCI is below current market prices.

The consolidated financial statements have been prepared to present the historical financial condition and results of operations and cash flows for the Company which include our salt segment, specialty fertilizer segment, our records management business and unallocated corporate activities. The results of operations of the records management business, including sales of $2.8 million and $2.6 million for the three months ended September 30, 2008 and 2007, respectively, and $9.1 million and $7.6 million for the nine months ended September 30, 2008 and 2007, respectively, are not material to our consolidated financial statements and consequently, are not included in the table below. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the accompanying notes included elsewhere in this quarterly report.

                                              Three Months Ended           Nine Months Ended
                                                September 30,                September 30,
                                              2008          2007           2008          2007
Salt Sales (in millions)
Salt sales                                 $    161.2     $   107.8     $    595.3     $   426.9
Less: salt shipping and handling                 57.0          33.1          217.1         139.8
  Salt product sales                       $    104.2     $    74.7     $    378.2     $   287.1
Salt Sales Volumes (thousands of tons)
Highway deicing                                 1,837         1,237          8,083         6,339
Consumer and industrial                           647           524          1,975         1,607
  Total tons sold                               2,484         1,761         10,058         7,946
Average Salt Sales Price (per ton)
Highway deicing                            $    39.72     $   33.12     $    41.54     $   36.67
Consumer and industrial                        136.32        127.60         131.39        121.00
Combined                                        64.87         61.21          59.18         53.72
Specialty Fertilizer (SOP) Sales (in
millions)
Specialty fertilizer sales                 $     73.4     $    29.1     $    175.1     $    96.7
Less: SOP shipping and handling                   5.8           4.6           19.0          14.3
  Specialty fertilizer product sales       $     67.6     $    24.5     $    156.1     $    82.4
Specialty Fertilizer Sales Volumes
(thousands of tons)                                98            86            332           308
Specialty Fertilizer Average Sales Price
(per ton)                                  $   752.45     $  341.04     $   527.91     $  314.46

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Sales

Sales for the third quarter of 2008 of $237.4 million increased $97.9 million, or 70% compared to $139.5 million for the same quarter of 2007. Sales primarily include revenues from the sale of our products, or "product sales," revenues from our records management business, and shipping and handling costs incurred to deliver salt and specialty fertilizer products to our customers. Shipping and handling costs increased from $37.7 million in the third quarter of 2007 to $62.8 million in the third quarter of 2008 due primarily to higher sales volumes during the third quarter of 2008 when compared to the same period of 2007, although the higher price of fuel and transportation services have increased our per unit cost of shipping products to our customers.

Product sales for the third quarter of 2008 of $171.8 million increased $72.6 million, or 73% compared to $99.2 million for the same period in 2007 reflecting higher sales volumes and pricing of both salt and specialty potash fertilizer products.

Salt product sales for the third quarter of 2008 of $104.2 million increased $29.5 million, or 39% compared to $74.7 million for the same period in 2007 due primarily to higher salt sales volumes. Salt sales volumes in 2008 grew by 0.7 million tons or 41% over 2007 principally to early-fill deicing sales which, when combined with the improved product mix, increased product sales by approximately $24 million. In addition, price improvements increased product sales by $5 million.

Specialty potash fertilizer product sales for the third quarter of 2008 of $67.6 million increased $43.1 million, or 176% compared to $24.5 million for the same period in 2007 due primarily to higher pricing for specialty potash fertilizer products. Product sales price improvements and higher sales volumes contributed approximately $41 million and $2 million, respectively, to the product sales increase.

Gross Profit

Gross profit for the third quarter of 2008 of $76.8 million increased $44.3 million or 136% compared to $32.5 million in the third quarter of 2007, mainly reflecting the product sales price improvements of specialty potash fertilizer products and salt products totaling approximately $46 million. Sales volumes, principally salt, contributed approximately $9 million to the increase in gross profit. These gross profit improvements were partially offset by higher per unit costs at our production facilities, primarily our solar evaporation production facility in Ogden, Utah. Much of the higher per unit costs incurred at our Ogden facility in the third quarter of 2008 were a result of higher raw materials, royalties and maintenance costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the third quarter of 2008 of $20.8 million increased $4.6 million, or 28% compared to $16.2 million for the same period of 2007. The increase in expense for 2008 is primarily due to higher employee compensation and benefits due to variable compensation expense resulting from improved financial performance and investments in personnel to support ongoing growth and productivity initiatives. We also incurred higher costs for consumer and industrial promotional activities, principally in support of new product development.

Interest Expense

Interest expense for the third quarter of 2008 of $9.5 million decreased $4.3 million compared to $13.8 million for the same period in 2007. This decrease is primarily due to the refinancing of our 12 ¾% senior discount notes in the fourth quarter of 2007 with lower-rate incremental term loan under our senior secured credit agreement and lower average level of borrowings outstanding including the early extinguishment of $70 million of our 12% senior subordinated discount notes in June of 2008.

Other Expense, Net

In the third quarter of 2008, other expense includes $2.9 million of foreign currency exchange losses. The same period in 2007 primarily includes foreign exchange gains.

Income tax expense of $14.9 million for the three months ended September 30, 2008 increased from a benefit of $3.7 million for the same period in 2007 primarily reflecting a higher level of pre-tax income in 2008. During the third quarter of 2007, the Company entered into a program with a taxing authority to begin the process of resolving an uncertain tax position and as a result, the Company reduced income tax expense by approximately $4.1 million. In addition, our effective tax rate for the three months ended September 30, 2008 increased due to higher pre-tax income in 2008 and the effects of refinements made in the third quarter to the expected full-year tax rate. Our income tax provision also differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, interest and penalties on uncertain tax positions and interest expense recognition differences for book and tax purposes.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Sales

Sales for the nine months ended September 30, 2008 of $779.4 million increased $248.2 million, or 47% compared to $531.2 million for the nine months ended September 30, 2007. Shipping and handling costs were $236.1 million during the first nine months of 2008, an increase of $82.0 million compared to $154.1 million for the same period in 2007. The increase in shipping and handling costs primarily reflects the higher sales volumes of salt and specialty fertilizer products for the nine months ended September 30, 2008 when compared to same period of 2007, and the impact of higher per unit transportation costs, principally due to fuel surcharges.

Product sales for the nine months ended September 30, 2008 of $534.3 million increased $164.8 million, or 45% compared to $369.5 million for the same period in 2007. This increase reflects improvements in both the salt and specialty fertilizer segments as discussed below.

Salt product sales of $378.2 million for the nine months ended September 30, 2008 increased $91.1 million or 32% compared to $287.1 million in 2007 reflecting price improvements and higher sales volumes in 2008. The severe winter weather in our North American markets during the first quarter of 2008 compared to the milder-than normal weather of 2007 has led to higher year-to-date sales volumes for highway deicing and consumer and industrial products which was supplemented by higher sales volumes of non-seasonal consumer and industrial products. Salt sales volumes in 2008 grew by 2.1 million tons or 27% over 2007 levels, which, when combined with the improved customer and product mix, increased sales by approximately $72 million. Price improvements, net of higher shipping and handling, contributed approximately $6 million in additional product sales. The strengthening of the Canadian dollar compared to exchange rates during the first half of 2008 further boosted product sales, adding approximately $13 million to 2008 product sales. In the U.K., we experienced the second consecutive mild winter weather season keeping sales levels lower than would be expected with normal amounts of winter weather precipitation, but slightly higher when compared to 2007.

SOP product sales of $156.1 million for the nine months ended September 30, 2008 increased $73.7 million or 89% over the $82.4 million in product sales during the same period in 2007 as improvements in both price and volume reflect the strong demand and limited supply of potash products generally, both domestically and abroad. Higher product sales prices yielded approximately $68 million over the same period of the prior year. We believe the market for fertilizer products has responded to economic factors which have increased worldwide demand for crop nutrients, including the need for improved yields in locations with growing populations and less arable land per capita, and alternative crop uses. Conditions such as these have affected the agricultural markets and the demand for all types of potash fertilizer products, including SOP.

Gross Profit

Gross profit for the nine months ended September 30, 2008 of $210.9 million increased $88.4 million, or 72% compared to $122.5 million for the same period in 2007. As a percent of total sales, 2008 gross margin increased by 4% to 27%. These improvements primarily reflect the higher average salt and SOP product sales prices totaling approximately $74 million, and increased sales volumes together with improved product and customer mix as discussed above totaling approximately $26 million. Our per unit product costs were higher in the first nine months of 2008, principally reflecting differences in the cost of beginning inventory, higher costs for raw materials and consumer product mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the 2008 nine month period of $57.9 million increased $10.3 million, or 22% compared to $47.6 million for the same period of 2007. The increase in expense for 2008 is primarily due to higher employee compensation and benefits primarily due to variable compensation expense resulting from improved financial performance and investments in personnel to support ongoing growth and productivity initiatives. We also incurred higher costs for consumer and industrial promotional activities, principally in support of new product development.

Interest Expense

Interest expense for the nine months ended September 30, 2008 of $32.5 million decreased $8.7 million compared to $41.2 million for the same period in 2007. This decrease is primarily due to the refinancing of our 12¾% senior discount notes in the fourth quarter of 2007 with a lower-rate incremental term loan under our senior secured credit agreement, the early extinguishment of $70 million of our 12% senior subordinated discount notes in June of 2008 and lower interest rates on our floating-rate debt.

Other expense, net

Other expense of $5.5 million for the nine months ended September 30, 2008 primarily consists of a call premium of $4.2 million and a write-off of $0.9 million related to the early extinguishment of $70.0 million of the Company's 12% senior subordinated discount notes.

Income Tax Expense

Income tax expense of $35.6 million for the nine months ended September 30, 2008 increased $31.0 million from $4.6 million for the same period in 2007 primarily reflecting the higher level of pre-tax income in 2008. During the third quarter of 2007, the Company entered into a program with a taxing authority to begin the process of resolving an uncertain tax position and as a result, the Company reduced income tax expense by approximately $4.1 million. Our income tax provision differs from the U.S. statutory federal income tax rate primarily due to U.S. statutory depletion, state income taxes (net of federal tax benefit), foreign income tax rate differentials, foreign mining taxes, accrued interest and penalties on uncertain tax positions, and interest expense recognition differences for book and tax purposes.

Liquidity and Capital Resources

Historically, we have used cash generated from operations to meet our working capital needs, fund capital expenditures, pay dividends and make payments on our debt. When we cannot meet our liquidity needs with cash flows from operations due to the seasonality of our business, we borrow under our revolving credit facility. We expect that ongoing cash requirements will be funded from our operations or available borrowing facilities. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Cash and cash equivalents of $11.8 million as of September 30, 2008 decreased $0.3 million over December 31, 2007. The strong winter season sales generated operating cash flows of $176.4 million for the first nine months of 2008, an $89.3 million increase when compared to 2007. We used those cash flows principally to fund capital expenditures of $36.5 million, pay $33.2 million of dividends on our common stock, repay $107.1 million of our long-term debt, including a $70 million partial call of our 12% senior subordinated discount notes and repaying $33.9 million of borrowings on our revolving credit facility which were outstanding as of December 31, 2007.

As of September 30, 2008, we had $508.0 million of principal indebtedness including $109.8 million of senior subordinated discount notes and $398.2 million of term loan borrowings under our senior secured credit agreement. Our senior secured credit agreement also includes a revolving credit facility which provides borrowing capacity up to an aggregate amount of $125.0 million. No amounts were borrowed under our revolving credit facility as of September 30, 2008. We had $10.1 million of outstanding letters of credit as of September 30, 2008, leaving our borrowing availability at $114.9 million.

Our 12% subordinated discount notes became fully-accreted on June 1, 2008 with subsequent interest expense to be paid semi-annually in cash. The notes mature in 2013. We are continuing to monitor the credit markets and our cash flows to evaluate the economics of refinancing or repaying that debt. On October 8, 2008, we called an additional $20.0 million of our 12% Senior Subordinated Discount Notes due 2013. We believe our cash flows from operations and borrowing availability under the revolving credit agreement will allow us the liquidity to pay cash interest on our indebtedness without materially adversely affecting our financial condition.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and impair our ability to operate our business or pursue our business strategies. As a holding company, CMI's investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. The principal source of the cash needed to pay our obligations is the cash generated from our subsidiaries' operations and their borrowings. Our subsidiaries are not obligated to make funds available to CMI. Furthermore, we must remain in compliance with the terms of our senior secured

For the Nine months ended September 30, 2008 and 2007

Net cash flows provided by operating activities for the nine months ended September 30, 2008 were $176.4 million, an increase of $89.3 million compared to $87.1 million for the nine months ended September 30, 2007. Of these amounts, approximately $48.7 million and $17.0 million for 2008 and 2007, respectively, were generated by net working capital reductions. These working capital changes are indicative of the seasonal nature of our deicing products and will vary with the severity and timing of the winter weather in the markets we serve.

Net cash flows used by investing activities of $35.4 million and $43.3 million for the nine months ended September 30, 2008 and 2007, respectively, resulted from capital expenditures of $36.5 million and $35.4 million respectively, and for 2007, also included $7.6 million of expenditures for the acquisition of a records management business. Capital expenditures for 2008 include costs for our expansion and productivity projects at our Goderich mine and Great Salt Lake evaporation ponds and SOP processing plant. Our Goderich mine expansion project is designed to increase that mine's production capacity by 750,000 tons by the end of 2008. At the Great Salt Lake, we are initially upgrading our SOP processing plant and modifying existing ponds to improve productivity, and conducting engineering and permitting activities to support our longer-term SOP evaporation pond expansion project. The remaining capital expenditures were . . .