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þ
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended May 31, 2014.
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or
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
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Minnesota
(State or other jurisdiction of
incorporation or organization)
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41-0251095
(I.R.S. Employer
Identification Number)
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5500 Cenex Drive Inver Grove Heights, Minnesota 55077
(Address of principal executive office,
including zip code)
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(651) 355-6000
(Registrant’s Telephone number,
including area code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
No.
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May 31,
2014 |
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August 31,
2013 |
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May 31,
2013 |
||||||
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(Dollars in thousands)
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||||||||||
ASSETS
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||||||
Current assets:
|
|
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||||
Cash and cash equivalents
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$
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1,549,498
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$
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1,808,532
|
|
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$
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733,960
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Receivables
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3,481,706
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2,935,478
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3,500,681
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|||
Inventories
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2,837,873
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2,664,735
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2,937,642
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Derivative assets
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544,382
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499,890
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524,461
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Margin deposits
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382,016
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340,905
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371,368
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|||
Supplier advance payments
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640,528
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398,441
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577,398
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Other current assets
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211,794
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262,779
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172,582
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Total current assets
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9,647,797
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8,910,760
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8,818,092
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Investments
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907,738
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765,946
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737,526
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Property, plant and equipment
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3,670,245
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3,171,404
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3,044,582
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Other assets
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719,167
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656,160
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514,406
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|||
Total assets
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$
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14,944,947
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$
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13,504,270
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|
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$
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13,114,606
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LIABILITIES AND EQUITIES
|
|
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||||||
Current liabilities:
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|
|
|
|
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Notes payable
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$
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1,129,819
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$
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889,312
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$
|
872,138
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Current portion of long-term debt
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156,480
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156,612
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183,126
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|||
Current portion of mandatorily redeemable noncontrolling interest
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65,583
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65,981
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65,603
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Customer margin deposits and credit balances
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251,132
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299,364
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211,253
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|||
Customer advance payments
|
887,273
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432,097
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582,940
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|||
Checks and drafts outstanding
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181,333
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185,660
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187,144
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Accounts payable
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2,217,916
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2,416,038
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2,345,068
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Derivative liabilities
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412,471
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465,066
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456,476
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Accrued expenses
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469,581
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485,070
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595,968
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Dividends and equities payable
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375,224
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390,153
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358,536
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Total current liabilities
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6,146,812
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5,785,353
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5,858,252
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Long-term debt
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1,310,892
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1,450,420
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1,300,931
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Mandatorily redeemable noncontrolling interest
|
147,801
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209,419
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208,099
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Other liabilities
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1,022,551
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906,331
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740,471
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Commitments and contingencies
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Equities:
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Preferred stock
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1,022,346
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319,368
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319,368
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Equity certificates
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3,483,868
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3,588,346
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3,017,689
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Accumulated other comprehensive loss
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(159,235
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)
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(156,867
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)
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(226,735
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)
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Capital reserves
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1,951,331
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1,380,361
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1,874,644
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Total CHS Inc. equities
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6,298,310
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5,131,208
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4,984,966
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Noncontrolling interests
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18,581
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|
21,539
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21,887
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Total equities
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6,316,891
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5,152,747
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5,006,853
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Total liabilities and equities
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$
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14,944,947
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|
$
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13,504,270
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$
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13,114,606
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For the Three Months Ended
May 31, |
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For the Nine Months Ended
May 31, |
||||||||||||
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2014
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2013
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2014
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2013
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||||||||
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(Dollars in thousands)
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||||||||||||||
Revenues
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$
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11,967,398
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$
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11,936,556
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$
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32,673,793
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$
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33,528,872
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Cost of goods sold
|
11,460,774
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11,479,645
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31,324,819
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32,055,796
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Gross profit
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506,624
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|
456,911
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|
1,348,974
|
|
|
1,473,076
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|
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Marketing, general and administrative
|
158,859
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|
|
138,769
|
|
|
447,771
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|
|
397,931
|
|
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Operating earnings
|
347,765
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|
|
318,142
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|
|
901,203
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|
|
1,075,145
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(Gain) loss on investments
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(108,792
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)
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|
(154
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)
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(111,401
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)
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|
(199
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)
|
||||
Interest, net
|
42,489
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|
|
66,394
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|
|
102,263
|
|
|
186,989
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|
||||
Equity (income) loss from investments
|
(25,522
|
)
|
|
(27,574
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)
|
|
(89,249
|
)
|
|
(72,406
|
)
|
||||
Income before income taxes
|
439,590
|
|
|
279,476
|
|
|
999,590
|
|
|
960,761
|
|
||||
Income taxes
|
59,717
|
|
|
27,147
|
|
|
116,068
|
|
|
87,033
|
|
||||
Net income
|
379,873
|
|
|
252,329
|
|
|
883,522
|
|
|
873,728
|
|
||||
Net income attributable to noncontrolling interests
|
418
|
|
|
1,533
|
|
|
1,812
|
|
|
4,139
|
|
||||
Net income attributable to CHS Inc.
|
$
|
379,455
|
|
|
$
|
250,796
|
|
|
$
|
881,710
|
|
|
$
|
869,589
|
|
|
For the Three Months Ended
May 31,
|
|
For the Nine Months Ended
May 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income
|
$
|
379,873
|
|
|
$
|
252,329
|
|
|
$
|
883,522
|
|
|
$
|
873,728
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Postretirement benefit plan activity, net of tax expense (benefit) of $2,770, $436, $7,145 and $473, respectively
|
4,385
|
|
|
706
|
|
|
11,480
|
|
|
767
|
|
||||
Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $20, $178, $937 and $516, respectively
|
32
|
|
|
290
|
|
|
1,520
|
|
|
838
|
|
||||
Cash flow hedges, net of tax expense (benefit) of $81, $3,404, $(8,961) and $3,756, respectively
|
131
|
|
|
5,520
|
|
|
(14,535
|
)
|
|
6,091
|
|
||||
Foreign currency translation adjustment, net of tax expense (benefit) of $1,017, $(1,799), $(514) and $(1,136), respectively
|
1,650
|
|
|
(2,918
|
)
|
|
(833
|
)
|
|
(1,844
|
)
|
||||
Other comprehensive income (loss), net of tax
|
6,198
|
|
|
3,598
|
|
|
(2,368
|
)
|
|
5,852
|
|
||||
Comprehensive income
|
386,071
|
|
|
255,927
|
|
|
881,154
|
|
|
879,580
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
418
|
|
|
1,533
|
|
|
1,812
|
|
|
4,139
|
|
||||
Comprehensive income attributable to CHS Inc.
|
$
|
385,653
|
|
|
$
|
254,394
|
|
|
$
|
879,342
|
|
|
$
|
875,441
|
|
|
For the Nine Months Ended
May 31, |
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income including noncontrolling interests
|
$
|
883,522
|
|
|
$
|
873,728
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
193,161
|
|
|
176,839
|
|
||
Amortization of deferred major repair costs
|
37,411
|
|
|
22,298
|
|
||
(Income) loss from equity investments
|
(89,249
|
)
|
|
(72,406
|
)
|
||
Distributions from equity investments
|
62,019
|
|
|
50,886
|
|
||
Noncash patronage dividends received
|
(5,058
|
)
|
|
(4,552
|
)
|
||
(Gain) loss on sale of property, plant and equipment
|
1,473
|
|
|
(3,899
|
)
|
||
(Gain) loss on investments
|
(111,401
|
)
|
|
(199
|
)
|
||
Unrealized (gain) loss on crack spread contingent liability
|
(3,975
|
)
|
|
18,729
|
|
||
Deferred taxes
|
99,574
|
|
|
157
|
|
||
Other, net
|
16,463
|
|
|
1,786
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Receivables
|
(242,348
|
)
|
|
(445,132
|
)
|
||
Inventories
|
(150,039
|
)
|
|
284,424
|
|
||
Derivative assets
|
(67,986
|
)
|
|
570,477
|
|
||
Margin deposits
|
(41,111
|
)
|
|
782,153
|
|
||
Supplier advance payments
|
(241,495
|
)
|
|
107,422
|
|
||
Other current assets and other assets
|
(10,223
|
)
|
|
5,439
|
|
||
Customer margin deposits and credit balances
|
(48,474
|
)
|
|
(597,660
|
)
|
||
Customer advance payments
|
448,920
|
|
|
(109,606
|
)
|
||
Accounts payable and accrued expenses
|
(211,126
|
)
|
|
91,129
|
|
||
Derivative liabilities
|
(52,595
|
)
|
|
(285,063
|
)
|
||
Other liabilities
|
4,847
|
|
|
(20,685
|
)
|
||
Net cash provided by (used in) operating activities
|
472,310
|
|
|
1,446,265
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(656,288
|
)
|
|
(427,070
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
4,373
|
|
|
5,794
|
|
||
Expenditures for major repairs
|
—
|
|
|
(53,843
|
)
|
||
Investments in joint ventures and other
|
(67,457
|
)
|
|
(13,882
|
)
|
||
Investments redeemed
|
130,445
|
|
|
5,780
|
|
||
Proceeds from sale of investments
|
2,725
|
|
|
1,250
|
|
||
Changes in notes receivable, net
|
(321,376
|
)
|
|
27,676
|
|
||
Business acquisitions, net of cash acquired
|
(114,438
|
)
|
|
(12,358
|
)
|
||
Other investing activities, net
|
(3,558
|
)
|
|
(1,339
|
)
|
||
Net cash provided by (used in) investing activities
|
(1,025,574
|
)
|
|
(467,992
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Changes in notes payable
|
241,070
|
|
|
69,636
|
|
||
Long-term debt borrowings
|
1,426
|
|
|
100,000
|
|
||
Principal payments on long-term debt
|
(141,760
|
)
|
|
(56,384
|
)
|
||
Mandatorily redeemable noncontrolling interest payments
|
(65,981
|
)
|
|
(65,981
|
)
|
||
Payments on crack spread contingent liability
|
(8,670
|
)
|
|
—
|
|
||
Changes in checks and drafts outstanding
|
(4,328
|
)
|
|
(18,908
|
)
|
||
Preferred stock issued
|
702,979
|
|
|
—
|
|
||
Preferred stock issuance costs
|
(23,134
|
)
|
|
—
|
|
||
Preferred stock dividends paid
|
(29,860
|
)
|
|
(18,408
|
)
|
||
Distributions to noncontrolling interests
|
(575
|
)
|
|
(1,235
|
)
|
||
Retirements of equities
|
(87,666
|
)
|
|
(184,955
|
)
|
||
Cash patronage dividends paid
|
(286,718
|
)
|
|
(380,975
|
)
|
||
Other financing activities, net
|
(1,635
|
)
|
|
1,110
|
|
||
Net cash provided by (used in) financing activities
|
295,148
|
|
|
(556,100
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(918
|
)
|
|
(2,242
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(259,034
|
)
|
|
419,931
|
|
||
Cash and cash equivalents at beginning of period
|
1,808,532
|
|
|
314,029
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,549,498
|
|
|
$
|
733,960
|
|
|
May 31, 2014
|
|
August 31, 2013
|
|
May 31, 2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Trade accounts receivable
|
$
|
2,511,111
|
|
|
$
|
2,338,336
|
|
|
$
|
2,700,012
|
|
CHS Capital notes receivable
|
717,784
|
|
|
437,141
|
|
|
567,518
|
|
|||
Other
|
353,357
|
|
|
254,590
|
|
|
350,471
|
|
|||
|
3,582,252
|
|
|
3,030,067
|
|
|
3,618,001
|
|
|||
Less allowances and reserves
|
100,546
|
|
|
94,589
|
|
|
117,320
|
|
|||
Total receivables
|
$
|
3,481,706
|
|
|
$
|
2,935,478
|
|
|
$
|
3,500,681
|
|
|
May 31, 2014
|
|
August 31, 2013
|
|
May 31, 2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Grain and oilseed
|
$
|
1,227,913
|
|
|
$
|
1,133,555
|
|
|
$
|
1,344,265
|
|
Energy
|
719,261
|
|
|
742,194
|
|
|
682,528
|
|
|||
Crop nutrients
|
207,946
|
|
|
293,370
|
|
|
237,487
|
|
|||
Feed and farm supplies
|
561,975
|
|
|
407,023
|
|
|
564,424
|
|
|||
Processed grain and oilseed
|
107,331
|
|
|
79,706
|
|
|
97,212
|
|
|||
Other
|
13,447
|
|
|
8,887
|
|
|
11,726
|
|
|||
Total inventories
|
$
|
2,837,873
|
|
|
$
|
2,664,735
|
|
|
$
|
2,937,642
|
|
|
May 31, 2014
|
|
August 31, 2013
|
|
May 31, 2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Notes payable
|
$
|
703,438
|
|
|
$
|
521,864
|
|
|
$
|
432,892
|
|
CHS Capital notes payable
|
426,381
|
|
|
367,448
|
|
|
439,246
|
|
|||
Total notes payable
|
$
|
1,129,819
|
|
|
$
|
889,312
|
|
|
$
|
872,138
|
|
|
For the Three Months Ended May 31,
|
|
For the Nine Months Ended May 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Interest expense
|
$
|
23,397
|
|
|
$
|
25,649
|
|
|
$
|
57,823
|
|
|
$
|
73,304
|
|
Interest-purchase of NCRA noncontrolling interests
|
23,862
|
|
|
45,574
|
|
|
56,258
|
|
|
126,261
|
|
||||
Capitalized interest
|
(2,641
|
)
|
|
(2,567
|
)
|
|
(6,503
|
)
|
|
(8,163
|
)
|
||||
Interest income
|
(2,129
|
)
|
|
(2,262
|
)
|
|
(5,315
|
)
|
|
(4,413
|
)
|
||||
Interest, net
|
$
|
42,489
|
|
|
$
|
66,394
|
|
|
$
|
102,263
|
|
|
$
|
186,989
|
|
|
For the Nine Months Ended
|
||||||
|
May 31, 2014
|
|
May 31, 2013
|
||||
|
(Dollars in thousands)
|
||||||
CHS Inc. balances, September 1, 2013 and 2012
|
$
|
5,131,208
|
|
|
$
|
4,455,341
|
|
Net income attributable to CHS Inc.
|
881,710
|
|
|
869,589
|
|
||
Other comprehensive (loss) income
|
(2,368
|
)
|
|
5,852
|
|
||
Patronage distribution
|
(837,306
|
)
|
|
(975,998
|
)
|
||
Patronage accrued
|
841,386
|
|
|
969,862
|
|
||
Equities retired
|
(87,666
|
)
|
|
(184,955
|
)
|
||
Equity retirements accrued
|
87,666
|
|
|
184,955
|
|
||
Equities issued in business combinations
|
45
|
|
|
18,211
|
|
||
Preferred stock issuance, net of expenses
|
679,845
|
|
|
—
|
|
||
Preferred stock dividends
|
(40,366
|
)
|
|
(18,408
|
)
|
||
Estimated current year patronage
|
(347,000
|
)
|
|
(347,491
|
)
|
||
Other, net
|
(8,844
|
)
|
|
8,008
|
|
||
CHS Inc. balances, May 31, 2014 and 2013
|
$
|
6,298,310
|
|
|
$
|
4,984,966
|
|
|
|
|
|
||||
Noncontrolling interests balances, September 1, 2013 and 2012
|
$
|
21,539
|
|
|
$
|
17,982
|
|
Net income attributable to noncontrolling interests
|
1,812
|
|
|
4,139
|
|
||
Distributions to noncontrolling interests
|
(575
|
)
|
|
(1,235
|
)
|
||
Deconsolidation of a subsidiary
|
(4,779
|
)
|
|
—
|
|
||
Other
|
584
|
|
|
1,001
|
|
||
Noncontrolling interests balances, May 31, 2014 and 2013
|
$
|
18,581
|
|
|
$
|
21,887
|
|
|
Pension and Other Postretirement Benefits
|
|
Unrealized Net Gain on Available for Sale Investments
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Balance as of August 31, 2013
|
$
|
(165,611
|
)
|
|
$
|
2,370
|
|
|
$
|
11,685
|
|
|
$
|
(5,311
|
)
|
|
$
|
(156,867
|
)
|
Current period other comprehensive income (loss), net of tax
|
772
|
|
|
1,520
|
|
|
(6,139
|
)
|
|
(1,520
|
)
|
|
(5,367
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
10,708
|
|
|
—
|
|
|
(8,396
|
)
|
|
687
|
|
|
2,999
|
|
|||||
Net other comprehensive income (loss), net of tax
|
11,480
|
|
|
1,520
|
|
|
(14,535
|
)
|
|
(833
|
)
|
|
(2,368
|
)
|
|||||
Balance as of May 31, 2014
|
$
|
(154,131
|
)
|
|
$
|
3,890
|
|
|
$
|
(2,850
|
)
|
|
$
|
(6,144
|
)
|
|
$
|
(159,235
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Components of net periodic benefit costs for the three months ended are as follows:
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
7,543
|
|
|
$
|
9,109
|
|
|
$
|
219
|
|
|
$
|
211
|
|
|
$
|
339
|
|
|
$
|
935
|
|
Interest cost
|
7,495
|
|
|
6,072
|
|
|
423
|
|
|
340
|
|
|
418
|
|
|
443
|
|
||||||
Expected return on assets
|
(11,910
|
)
|
|
(13,388
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit) amortization
|
398
|
|
|
399
|
|
|
57
|
|
|
57
|
|
|
(30
|
)
|
|
(81
|
)
|
||||||
Actuarial (gain) loss amortization
|
4,566
|
|
|
6,500
|
|
|
250
|
|
|
270
|
|
|
(228
|
)
|
|
371
|
|
||||||
Transition amount amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Net periodic benefit cost
|
$
|
8,092
|
|
|
$
|
8,692
|
|
|
$
|
949
|
|
|
$
|
878
|
|
|
$
|
499
|
|
|
$
|
1,741
|
|
Components of net periodic benefit costs for the nine months ended are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
22,812
|
|
|
$
|
23,541
|
|
|
$
|
646
|
|
|
$
|
540
|
|
|
$
|
1,297
|
|
|
$
|
2,202
|
|
Interest cost
|
22,433
|
|
|
19,078
|
|
|
1,245
|
|
|
987
|
|
|
1,439
|
|
|
1,675
|
|
||||||
Expected return on assets
|
(35,726
|
)
|
|
(37,311
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit) amortization
|
1,195
|
|
|
1,198
|
|
|
171
|
|
|
171
|
|
|
(90
|
)
|
|
(90
|
)
|
||||||
Actuarial (gain) loss amortization
|
13,655
|
|
|
16,961
|
|
|
718
|
|
|
692
|
|
|
(415
|
)
|
|
817
|
|
||||||
Transition amount amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
||||||
Net periodic benefit cost
|
$
|
24,369
|
|
|
$
|
23,467
|
|
|
$
|
2,780
|
|
|
$
|
2,390
|
|
|
$
|
2,231
|
|
|
$
|
5,026
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
For the Three Months Ended May 31, 2014:
|
(Dollars in thousands)
|
||||||||||||||||||
Revenues
|
$
|
3,480,673
|
|
|
$
|
8,603,834
|
|
|
$
|
18,195
|
|
|
$
|
(135,304
|
)
|
|
$
|
11,967,398
|
|
Cost of goods sold
|
3,211,396
|
|
|
8,384,725
|
|
|
(43
|
)
|
|
(135,304
|
)
|
|
11,460,774
|
|
|||||
Gross profit
|
269,277
|
|
|
219,109
|
|
|
18,238
|
|
|
—
|
|
|
506,624
|
|
|||||
Marketing, general and administrative
|
40,197
|
|
|
99,942
|
|
|
18,720
|
|
|
—
|
|
|
158,859
|
|
|||||
Operating earnings (losses)
|
229,080
|
|
|
119,167
|
|
|
(482
|
)
|
|
—
|
|
|
347,765
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
—
|
|
|
(108,792
|
)
|
|
—
|
|
|
(108,792
|
)
|
|||||
Interest, net
|
24,044
|
|
|
15,357
|
|
|
3,088
|
|
|
—
|
|
|
42,489
|
|
|||||
Equity (income) loss from investments
|
(780
|
)
|
|
(5,216
|
)
|
|
(19,526
|
)
|
|
—
|
|
|
(25,522
|
)
|
|||||
Income before income taxes
|
$
|
205,816
|
|
|
$
|
109,026
|
|
|
$
|
124,748
|
|
|
$
|
—
|
|
|
$
|
439,590
|
|
Intersegment revenues
|
$
|
(135,304
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135,304
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
For the Three Months Ended May 31, 2013:
|
(Dollars in thousands)
|
||||||||||||||||||
Revenues
|
$
|
3,205,340
|
|
|
$
|
8,831,866
|
|
|
$
|
15,411
|
|
|
$
|
(116,061
|
)
|
|
$
|
11,936,556
|
|
Cost of goods sold
|
2,896,061
|
|
|
8,700,170
|
|
|
(525
|
)
|
|
(116,061
|
)
|
|
11,479,645
|
|
|||||
Gross profit
|
309,279
|
|
|
131,696
|
|
|
15,936
|
|
|
—
|
|
|
456,911
|
|
|||||
Marketing, general and administrative
|
43,710
|
|
|
77,653
|
|
|
17,406
|
|
|
—
|
|
|
138,769
|
|
|||||
Operating earnings (losses)
|
265,569
|
|
|
54,043
|
|
|
(1,470
|
)
|
|
—
|
|
|
318,142
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
|||||
Interest, net
|
46,058
|
|
|
17,434
|
|
|
2,902
|
|
|
—
|
|
|
66,394
|
|
|||||
Equity (income) loss from investments
|
(851
|
)
|
|
(3,365
|
)
|
|
(23,358
|
)
|
|
—
|
|
|
(27,574
|
)
|
|||||
Income before income taxes
|
$
|
220,362
|
|
|
$
|
39,974
|
|
|
$
|
19,140
|
|
|
$
|
—
|
|
|
$
|
279,476
|
|
Intersegment revenues
|
$
|
(116,061
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,061
|
|
|
$
|
—
|
|
For the Nine Months Ended May 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
10,628,885
|
|
|
$
|
22,411,894
|
|
|
$
|
52,403
|
|
|
$
|
(419,389
|
)
|
|
$
|
32,673,793
|
|
Cost of goods sold
|
9,895,167
|
|
|
21,849,095
|
|
|
(54
|
)
|
|
(419,389
|
)
|
|
31,324,819
|
|
|||||
Gross profit
|
733,718
|
|
|
562,799
|
|
|
52,457
|
|
|
—
|
|
|
1,348,974
|
|
|||||
Marketing, general and administrative
|
114,181
|
|
|
282,823
|
|
|
50,767
|
|
|
—
|
|
|
447,771
|
|
|||||
Operating earnings (losses)
|
619,537
|
|
|
279,976
|
|
|
1,690
|
|
|
—
|
|
|
901,203
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
116
|
|
|
(111,517
|
)
|
|
—
|
|
|
(111,401
|
)
|
|||||
Interest, net
|
55,212
|
|
|
39,498
|
|
|
7,553
|
|
|
—
|
|
|
102,263
|
|
|||||
Equity (income) loss from investments
|
(2,937
|
)
|
|
(19,906
|
)
|
|
(66,406
|
)
|
|
—
|
|
|
(89,249
|
)
|
|||||
Income before income taxes
|
$
|
567,262
|
|
|
$
|
260,268
|
|
|
$
|
172,060
|
|
|
$
|
—
|
|
|
$
|
999,590
|
|
Intersegment revenues
|
$
|
(419,389
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
419,389
|
|
|
$
|
—
|
|
Goodwill
|
$
|
1,165
|
|
|
$
|
104,507
|
|
|
$
|
6,898
|
|
|
$
|
—
|
|
|
$
|
112,570
|
|
Capital expenditures
|
$
|
367,228
|
|
|
$
|
250,423
|
|
|
$
|
38,637
|
|
|
$
|
—
|
|
|
$
|
656,288
|
|
Depreciation and amortization
|
$
|
99,577
|
|
|
$
|
85,284
|
|
|
$
|
8,300
|
|
|
$
|
—
|
|
|
$
|
193,161
|
|
Total assets at May 31, 2014
|
$
|
4,304,663
|
|
|
$
|
7,269,201
|
|
|
$
|
3,371,083
|
|
|
$
|
—
|
|
|
$
|
14,944,947
|
|
For the Nine Months Ended May 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
9,345,304
|
|
|
$
|
24,483,835
|
|
|
$
|
52,357
|
|
|
$
|
(352,624
|
)
|
|
$
|
33,528,872
|
|
Cost of goods sold
|
8,392,704
|
|
|
24,017,733
|
|
|
(2,017
|
)
|
|
(352,624
|
)
|
|
32,055,796
|
|
|||||
Gross profit
|
952,600
|
|
|
466,102
|
|
|
54,374
|
|
|
—
|
|
|
1,473,076
|
|
|||||
Marketing, general and administrative
|
121,364
|
|
|
223,041
|
|
|
53,526
|
|
|
—
|
|
|
397,931
|
|
|||||
Operating earnings (losses)
|
831,236
|
|
|
243,061
|
|
|
848
|
|
|
—
|
|
|
1,075,145
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
(45
|
)
|
|
(154
|
)
|
|
—
|
|
|
(199
|
)
|
|||||
Interest, net
|
124,229
|
|
|
53,472
|
|
|
9,288
|
|
|
—
|
|
|
186,989
|
|
|||||
Equity (income) loss from investments
|
(580
|
)
|
|
(13,104
|
)
|
|
(58,722
|
)
|
|
—
|
|
|
(72,406
|
)
|
|||||
Income before income taxes
|
$
|
707,587
|
|
|
$
|
202,738
|
|
|
$
|
50,436
|
|
|
$
|
—
|
|
|
$
|
960,761
|
|
Intersegment revenues
|
$
|
(352,624
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
352,624
|
|
|
$
|
—
|
|
Goodwill
|
$
|
1,165
|
|
|
$
|
76,103
|
|
|
$
|
6,898
|
|
|
$
|
—
|
|
|
$
|
84,166
|
|
Capital expenditures
|
$
|
290,091
|
|
|
$
|
131,794
|
|
|
$
|
5,185
|
|
|
$
|
—
|
|
|
$
|
427,070
|
|
Depreciation and amortization
|
$
|
86,454
|
|
|
$
|
77,587
|
|
|
$
|
12,798
|
|
|
$
|
—
|
|
|
$
|
176,839
|
|
Total assets at May 31, 2013
|
$
|
4,126,022
|
|
|
$
|
7,127,300
|
|
|
$
|
1,861,284
|
|
|
$
|
—
|
|
|
$
|
13,114,606
|
|
|
May 31, 2014
|
|
August 31, 2013
|
|
May 31, 2013
|
|||||||||
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
Purchase
Contracts
|
|
Sales
Contracts
|
|||
|
(Units in thousands)
|
|||||||||||||
Grain and oilseed - bushels
|
717,181
|
|
|
969,100
|
|
521,979
|
|
|
806,295
|
|
519,293
|
|
806,244
|
|
Energy products - barrels
|
20,517
|
|
|
35,676
|
|
12,626
|
|
|
21,312
|
|
13,833
|
|
20,125
|
|
Soy products - tons
|
33
|
|
|
962
|
|
24
|
|
|
847
|
|
70
|
|
325
|
|
Crop nutrients - tons
|
1,077
|
|
|
1,194
|
|
968
|
|
|
1,050
|
|
675
|
|
778
|
|
Ocean and barge freight - metric tons
|
1,148
|
|
|
290
|
|
1,225
|
|
|
151
|
|
888
|
|
130
|
|
Rail freight - rail cars
|
339
|
|
|
159
|
|
220
|
|
|
43
|
|
242
|
|
39
|
|
Livestock - pounds
|
—
|
|
|
47,800
|
|
—
|
|
|
17,280
|
|
7,760
|
|
—
|
|
|
May 31, 2014
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
544,198
|
|
|
$
|
—
|
|
|
$
|
52,103
|
|
|
$
|
492,095
|
|
Foreign exchange derivatives
|
182
|
|
|
—
|
|
|
77
|
|
|
105
|
|
||||
Interest rate derivatives - hedge
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total Derivative Assets
|
$
|
544,382
|
|
|
$
|
—
|
|
|
$
|
52,180
|
|
|
$
|
492,202
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
410,148
|
|
|
$
|
—
|
|
|
$
|
52,103
|
|
|
$
|
358,045
|
|
Foreign exchange derivatives
|
2,153
|
|
|
—
|
|
|
77
|
|
|
2,076
|
|
||||
Interest rate derivatives - non-hedge
|
170
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||
Total Derivative Liabilities
|
$
|
412,471
|
|
|
$
|
—
|
|
|
$
|
52,180
|
|
|
$
|
360,291
|
|
|
August 31, 2013
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
468,673
|
|
|
$
|
—
|
|
|
$
|
53,107
|
|
|
$
|
415,566
|
|
Foreign exchange derivatives
|
7,079
|
|
|
—
|
|
|
957
|
|
|
6,122
|
|
||||
Interest rate derivatives - hedge
|
24,135
|
|
|
—
|
|
|
—
|
|
|
24,135
|
|
||||
Interest rate derivatives - non-hedge
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total Derivative Assets
|
$
|
499,890
|
|
|
$
|
—
|
|
|
$
|
54,067
|
|
|
$
|
445,823
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
458,893
|
|
|
$
|
1,591
|
|
|
$
|
53,107
|
|
|
$
|
404,195
|
|
Foreign exchange derivatives
|
5,925
|
|
|
—
|
|
|
957
|
|
|
4,968
|
|
||||
Interest rate derivatives - non-hedge
|
248
|
|
|
—
|
|
|
3
|
|
|
245
|
|
||||
Total Derivative Liabilities
|
$
|
465,066
|
|
|
$
|
1,591
|
|
|
$
|
54,067
|
|
|
$
|
409,408
|
|
|
May 31, 2013
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
510,258
|
|
|
$
|
—
|
|
|
$
|
32,678
|
|
|
$
|
477,580
|
|
Foreign exchange derivatives
|
5,043
|
|
|
—
|
|
|
—
|
|
|
5,043
|
|
||||
Interest rate derivatives - hedge
|
9,160
|
|
|
—
|
|
|
—
|
|
|
9,160
|
|
||||
Total Derivative Assets
|
$
|
524,461
|
|
|
$
|
—
|
|
|
$
|
32,678
|
|
|
$
|
491,783
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
452,289
|
|
|
$
|
56,423
|
|
|
$
|
32,678
|
|
|
$
|
363,188
|
|
Foreign exchange derivatives
|
3,883
|
|
|
—
|
|
|
—
|
|
|
3,883
|
|
||||
Interest rate derivatives - non-hedge
|
304
|
|
|
—
|
|
|
—
|
|
|
304
|
|
||||
Total Derivative Liabilities
|
$
|
456,476
|
|
|
$
|
56,423
|
|
|
$
|
32,678
|
|
|
$
|
367,375
|
|
|
May 31, 2014
|
|
August 31, 2013
|
|
May 31, 2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Unrealized gains (losses) included in accumulated other comprehensive loss, net of tax expense of $0, $9.2 million and $3.5 million, respectively
|
$
|
—
|
|
|
$
|
14,930
|
|
|
$
|
5,666
|
|
|
|
|
For the Three Months Ended May 31,
|
|
For the Nine Months Ended May 31,
|
||||||||||||
|
Location of
Gain (Loss)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||
Commodity and freight derivatives
|
Cost of goods sold
|
|
$
|
157,461
|
|
|
$
|
(22,457
|
)
|
|
$
|
218,883
|
|
|
$
|
(452,747
|
)
|
Foreign exchange derivatives
|
Cost of goods sold
|
|
(5,685
|
)
|
|
(13,648
|
)
|
|
(7,688
|
)
|
|
2,570
|
|
||||
Interest rate derivatives
|
Interest, net
|
|
24
|
|
|
114
|
|
|
74
|
|
|
240
|
|
||||
Total
|
|
|
$
|
151,800
|
|
|
$
|
(35,991
|
)
|
|
$
|
211,269
|
|
|
$
|
(449,937
|
)
|
|
May 31, 2014
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Readily marketable inventories
|
$
|
—
|
|
|
$
|
1,159,581
|
|
|
$
|
—
|
|
|
$
|
1,159,581
|
|
Commodity and freight derivatives
|
86,639
|
|
|
457,559
|
|
|
—
|
|
|
544,198
|
|
||||
Foreign currency derivatives
|
182
|
|
|
—
|
|
|
—
|
|
|
182
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Other assets
|
89,848
|
|
|
—
|
|
|
—
|
|
|
89,848
|
|
||||
Total Assets
|
$
|
176,669
|
|
|
$
|
1,617,142
|
|
|
$
|
—
|
|
|
$
|
1,793,811
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
79,284
|
|
|
$
|
330,864
|
|
|
$
|
—
|
|
|
$
|
410,148
|
|
Interest rate swap derivatives
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||
Foreign currency derivatives
|
2,153
|
|
|
—
|
|
|
—
|
|
|
2,153
|
|
||||
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
130,159
|
|
|
130,159
|
|
||||
Total Liabilities
|
$
|
81,437
|
|
|
$
|
331,034
|
|
|
$
|
130,159
|
|
|
$
|
542,630
|
|
|
August 31, 2013
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Readily marketable inventories
|
$
|
—
|
|
|
$
|
1,203,383
|
|
|
$
|
—
|
|
|
$
|
1,203,383
|
|
Commodity and freight derivatives
|
58,441
|
|
|
410,233
|
|
|
—
|
|
|
468,674
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
24,139
|
|
|
—
|
|
|
24,139
|
|
||||
Foreign currency derivatives
|
6,894
|
|
|
185
|
|
|
—
|
|
|
7,079
|
|
||||
Other assets
|
114,084
|
|
|
—
|
|
|
—
|
|
|
114,084
|
|
||||
Total Assets
|
$
|
179,419
|
|
|
$
|
1,637,940
|
|
|
$
|
—
|
|
|
$
|
1,817,359
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
59,184
|
|
|
$
|
399,710
|
|
|
$
|
—
|
|
|
$
|
458,894
|
|
Interest rate swap derivatives
|
—
|
|
|
248
|
|
|
—
|
|
|
248
|
|
||||
Foreign currency derivatives
|
5,925
|
|
|
—
|
|
|
—
|
|
|
5,925
|
|
||||
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
134,134
|
|
|
134,134
|
|
||||
Total Liabilities
|
$
|
65,109
|
|
|
$
|
399,958
|
|
|
$
|
134,134
|
|
|
$
|
599,201
|
|
|
May 31, 2013
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Readily marketable inventories
|
$
|
—
|
|
|
$
|
1,433,639
|
|
|
$
|
—
|
|
|
$
|
1,433,639
|
|
Commodity and freight derivatives
|
53,375
|
|
|
456,883
|
|
|
—
|
|
|
510,258
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
9,160
|
|
|
—
|
|
|
9,160
|
|
||||
Foreign currency derivatives
|
5,043
|
|
|
—
|
|
|
—
|
|
|
5,043
|
|
||||
Other assets
|
131,901
|
|
|
—
|
|
|
—
|
|
|
131,901
|
|
||||
Total Assets
|
$
|
190,319
|
|
|
$
|
1,899,682
|
|
|
$
|
—
|
|
|
$
|
2,090,001
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
95,997
|
|
|
$
|
356,292
|
|
|
$
|
—
|
|
|
$
|
452,289
|
|
Interest rate swap derivatives
|
—
|
|
|
304
|
|
|
—
|
|
|
304
|
|
||||
Foreign currency derivatives
|
3,883
|
|
|
—
|
|
|
—
|
|
|
3,883
|
|
||||
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
146,245
|
|
|
146,245
|
|
||||
Total Liabilities
|
$
|
99,880
|
|
|
$
|
356,596
|
|
|
$
|
146,245
|
|
|
$
|
602,721
|
|
|
|
Level 3 Liabilities
|
||||||
|
|
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
Balances, February 28, 2014 and 2013, respectively
|
|
$
|
140,631
|
|
|
$
|
140,987
|
|
Total (gains) losses included in cost of goods sold
|
|
(10,472
|
)
|
|
5,258
|
|
||
Balances, May 31, 2014 and 2013, respectively
|
|
$
|
130,159
|
|
|
$
|
146,245
|
|
|
|
Level 3 Liabilities
|
||||||
|
|
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
Balances, August 31, 2013 and 2012, respectively
|
|
$
|
134,134
|
|
|
$
|
127,516
|
|
Total (gains) losses included in cost of goods sold
|
|
(3,975
|
)
|
|
18,729
|
|
||
Balances, May 31, 2014 and 2013, respectively
|
|
$
|
130,159
|
|
|
$
|
146,245
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1 - 3
Years |
|
3 - 5
Years |
|
More than
5 Years |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Long-term unconditional purchase obligations
|
$
|
503,960
|
|
|
$
|
62,769
|
|
|
$
|
130,048
|
|
|
$
|
91,324
|
|
|
$
|
219,819
|
|
•
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Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices, as well as global and domestic economic downturns and risks.
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•
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Our revenues, results of operations and cash flows could be materially and adversely affected if our members were to do business with others rather than with us.
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•
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We participate in highly competitive business markets and we may not be able to continue to compete successfully, which would have a material adverse effect on us.
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•
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Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income significantly.
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•
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We incur significant costs in complying with applicable laws and regulations. Any failure to make the capital investments necessary to comply with these laws and regulations could expose us to unanticipated expenditures and liabilities.
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•
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Changing environmental and energy laws and regulation, may result in increased operating costs and capital expenditures and may have a material and adverse effect on us.
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•
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Governmental policies and regulation affecting the agricultural sector and related industries could have a material adverse effect on us.
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•
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Environmental liabilities could have a material adverse effect on us.
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•
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Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.
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•
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Our financial results are susceptible to seasonality.
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•
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Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.
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•
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Our cooperative structure limits our ability to access equity capital.
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•
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Consolidation among the producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.
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•
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If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.
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•
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Our agronomy business is volatile and dependent upon certain factors outside of our control.
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•
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Technological improvements in agriculture could decrease the demand for our agronomy and energy products.
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•
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We operate some of our business through joint ventures in which our rights to control business decisions are limited.
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Exhibit
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Description
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10.1
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Amendment No. 5 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated May 25, 2014. (*)
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31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following financial information from CHS Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
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July 9, 2014
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/s/ Timothy Skidmore
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Timothy Skidmore
|
|
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Executive Vice President and Chief Financial Officer
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|
|
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1.
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I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended
May 31, 2014
;
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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;
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3.
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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;
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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:
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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;
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c.
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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
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d.
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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
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5.
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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.
|
|
/s/ Carl M. Casale
|
|
Carl M. Casale
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended
May 31, 2014
;
|
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.
|
|
/s/ Timothy Skidmore
|
|
Timothy Skidmore
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Carl M. Casale
|
|
Carl M. Casale
|
|
President and Chief Executive Officer
|
|
July 9, 2014
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Timothy Skidmore
|
|
Timothy Skidmore
|
|
Executive Vice President and Chief Financial Officer
|
|
July 9, 2014
|