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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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August 31, 2015
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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
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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
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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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8% Cumulative Redeemable Preferred Stock
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The NASDAQ Stock Market LLC
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Class B Cumulative Redeemable Preferred Stock, Series 1
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The NASDAQ Stock Market LLC
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Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
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The NASDAQ Stock Market LLC
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Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
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The NASDAQ Stock Market LLC
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Class B Cumulative Redeemable Preferred Stock, Series 4
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The NASDAQ Stock Market LLC
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(Title of Class)
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(Name of Each Exchange on Which Registered)
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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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•
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levels of worldwide and domestic supplies;
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•
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capacities of domestic and foreign refineries;
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•
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the ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil price and production controls, and the price and level of foreign imports;
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•
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disruption in supply;
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•
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political instability or armed conflict in oil-producing regions;
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•
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the level of demand from consumers, agricultural producers and other customers;
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•
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the price and availability of alternative fuels;
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•
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the availability of pipeline capacity; and
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•
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domestic and foreign governmental regulations and taxes.
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•
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our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production;
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•
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our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages;
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•
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our corporate headquarters, the facilities we own, or the significant inventories that we carry could be damaged or destroyed by catastrophic events, extreme weather conditions or contamination;
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•
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someone may accidentally or intentionally introduce a computer virus to our information technology systems or breach our computer systems or other cyber resources; and
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•
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an occurrence of a pandemic flu or other disease affecting a substantial part of our workforce or our customers could cause an interruption in our business operations.
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Refinery
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Laurel, Montana
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Propane terminals
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Glenwood, Minnesota; Black Creek, Wisconsin; Biddeford, Maine; Hannaford, North Dakota; Ross, North Dakota; Rockville, Minnesota
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Transportation terminals/repair facilities
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12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin, 3 of which are leased
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Petroleum and asphalt terminals/storage facilities
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11 locations in Montana, North Dakota and Wisconsin
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Pump stations
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12 locations in Montana and North Dakota
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Pipelines:
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Cenex Pipeline, LLC
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Laurel, Montana to Fargo, North Dakota
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Front Range Pipeline, LLC
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Canadian border to Laurel, Montana and on to Billings, Montana
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Convenience stores/gas stations
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70 locations in Idaho, Minnesota, Montana, North Dakota, South Dakota, Washington and Wyoming, 19 of which are leased.
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Lubricant plants/warehouses
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3 locations in Minnesota, Ohio and Texas, 1 of which is leased
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NASDAQ symbol
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Issuance date
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Shares outstanding
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Redemption value
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Net proceeds
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Dividend rate
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Dividend payment frequency
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Redeemable beginning (a)
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||||||
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(Dollars in millions)
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||||||||
8% Cumulative Redeemable
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CHSCP
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(b)
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12,272,003
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$
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306.8
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$
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311.2
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8.0
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%
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Quarterly
|
|
7/18/2023
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Class B Cumulative Redeemable Series 1
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CHSCO
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(c)
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18,071,363
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$
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451.8
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$
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472.8
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7.875
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%
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Quarterly
|
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9/26/2023
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Class B Reset Rate Cumulative Redeemable Series 2
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CHSCN
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3/11/2014
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16,800,000
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$
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420.0
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$
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406.2
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(d)
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Quarterly
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3/31/2024
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Class B Reset Rate Cumulative Redeemable Series 3
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CHSCM
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9/15/2014
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19,700,000
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$
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492.5
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$
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476.7
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(e)
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Quarterly
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9/30/2024
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Class B Cumulative Redeemable Series 4
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CHSCL
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1/21/2015
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20,700,000
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$
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517.5
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$
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501.0
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7.5
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%
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Quarterly
|
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1/21/2025
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(a)
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Preferred stock is redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
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(b)
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The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003-2010.
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(c)
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11,319,175 shares of Class B Series 1 Preferred Stock were issued on September 26, 2013 and an additional 6,752,188 shares were issued on August 25, 2014.
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(d)
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The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10% per year until March 31, 2024, and then at a rate equal to the three-month LIBOR plus 4.298%, not to exceed 8.00% per annum, subsequent to March 31, 2024.
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(e)
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The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of 6.75% per year until September 30, 2024, and then at a rate equal to the three-month LIBOR plus 4.155%, not to exceed 8.00% per annum, subsequent to September 30, 2024.
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2015
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2014
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2013
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2012
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2011
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||||||||||
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(Dollars in thousands)
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||||||||||||||||||
Income Statement Data:
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|||||
Revenues
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$
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34,582,442
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$
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42,664,033
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$
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44,479,857
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$
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40,599,286
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$
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36,915,834
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Cost of goods sold
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33,091,676
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41,011,487
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42,701,073
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38,583,102
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35,508,811
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|||||
Gross profit
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1,490,766
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1,652,546
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1,778,784
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2,016,184
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|
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1,407,023
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|||||
Marketing, general and administrative
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775,354
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602,598
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553,623
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498,233
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438,498
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|||||
Operating earnings
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715,412
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1,049,948
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1,225,161
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1,517,951
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968,525
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|||||
(Gain) loss on investments
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(5,239
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)
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(114,162
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)
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(182
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)
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5,465
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|
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(126,729
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)
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|||||
Interest expense, net
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60,333
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140,253
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236,699
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198,304
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79,012
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|||||
Equity (income) loss from investments
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(107,850
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)
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(107,446
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)
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(97,350
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)
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(102,389
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)
|
|
(131,414
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)
|
|||||
Income before income taxes
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768,168
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|
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1,131,303
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|
|
1,085,994
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|
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1,416,571
|
|
|
1,147,656
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|
|||||
Income taxes
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(12,165
|
)
|
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48,296
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|
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89,666
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|
|
80,852
|
|
|
86,628
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|
|||||
Net income
|
780,333
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|
|
1,083,007
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|
|
996,328
|
|
|
1,335,719
|
|
|
1,061,028
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
(712
|
)
|
|
1,572
|
|
|
3,942
|
|
|
75,091
|
|
|
99,673
|
|
|||||
Net income attributable to CHS Inc.
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$
|
781,045
|
|
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$
|
1,081,435
|
|
|
$
|
992,386
|
|
|
$
|
1,260,628
|
|
|
$
|
961,355
|
|
Balance Sheet Data (as of August 31):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
$
|
2,751,949
|
|
|
$
|
3,168,512
|
|
|
$
|
3,084,228
|
|
|
$
|
2,809,595
|
|
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$
|
2,745,557
|
|
Net property, plant and equipment
|
5,192,927
|
|
|
4,180,148
|
|
|
3,311,088
|
|
|
2,913,247
|
|
|
2,526,763
|
|
|||||
Total assets
|
15,228,312
|
|
|
15,296,104
|
|
|
13,643,954
|
|
|
13,771,947
|
|
|
12,571,866
|
|
|||||
Long-term debt, including current maturities
|
1,431,117
|
|
|
1,605,625
|
|
|
1,746,716
|
|
|
1,567,276
|
|
|
1,608,546
|
|
|||||
Total equities
|
7,669,411
|
|
|
6,466,844
|
|
|
5,152,747
|
|
|
4,473,323
|
|
|
4,265,320
|
|
|
|
NASDAQ symbol
|
|
Issuance date
|
|
Shares outstanding
|
|
Redemption value
|
|
Net proceeds
|
|
Dividend rate
|
|
Dividend payment frequency
|
|
Redeemable beginning (a)
|
||||||
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||||
8% Cumulative Redeemable
|
|
CHSCP
|
|
(b)
|
|
12,272,003
|
|
|
$
|
306.8
|
|
|
$
|
311.2
|
|
|
8
|
%
|
|
Quarterly
|
|
7/18/2023
|
Class B Cumulative Redeemable Series 1
|
|
CHSCO
|
|
(c)
|
|
18,071,363
|
|
|
$
|
451.8
|
|
|
$
|
472.8
|
|
|
7.875
|
%
|
|
Quarterly
|
|
9/26/2023
|
Class B Reset Rate Cumulative Redeemable Series 2
|
|
CHSCN
|
|
3/11/2014
|
|
16,800,000
|
|
|
$
|
420.0
|
|
|
$
|
406.2
|
|
|
(d)
|
|
|
Quarterly
|
|
3/31/2024
|
Class B Reset Rate Cumulative Redeemable Series 3
|
|
CHSCM
|
|
9/15/2014
|
|
19,700,000
|
|
|
$
|
492.5
|
|
|
$
|
476.7
|
|
|
(e)
|
|
|
Quarterly
|
|
9/30/2024
|
Class B Cumulative Redeemable Series 4
|
|
CHSCL
|
|
1/21/2015
|
|
20,700,000
|
|
|
$
|
517.5
|
|
|
$
|
501.0
|
|
|
7.5
|
%
|
|
Quarterly
|
|
1/21/2025
|
(a)
|
Preferred stock is redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
|
(b)
|
The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003-2010.
|
(c)
|
11,319,175 shares of Class B Series 1 Preferred Stock were issued on September 26, 2013 and an additional 6,752,188 shares were issued on August 25, 2014.
|
(d)
|
The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10% per year until March 31, 2024, and then at a rate equal to the three-month LIBOR plus 4.298%, not to exceed 8.00% per annum, subsequent to March 31, 2024.
|
(e)
|
The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of 6.75% per year until September 30, 2024, and then at a rate equal to the three-month LIBOR plus 4.155%, not to exceed 8.00% per annum, subsequent to September 30, 2024.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than
5 Years
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Long-term debt obligations
(1)
|
$
|
1,293,360
|
|
|
$
|
129,994
|
|
|
$
|
311,528
|
|
|
$
|
181,438
|
|
|
$
|
670,400
|
|
Interest payments
(2)
|
353,397
|
|
|
61,170
|
|
|
98,205
|
|
|
72,458
|
|
|
121,564
|
|
|||||
Capital lease obligations
(3)
|
136,295
|
|
|
41,069
|
|
|
60,183
|
|
|
20,522
|
|
|
14,521
|
|
|||||
Operating lease obligations
|
249,740
|
|
|
54,188
|
|
|
79,752
|
|
|
49,401
|
|
|
66,399
|
|
|||||
Purchase obligations
(4)
|
6,906,068
|
|
|
5,381,323
|
|
|
527,416
|
|
|
282,144
|
|
|
715,185
|
|
|||||
Mandatorily redeemable
noncontrolling interests
(5)
|
152,607
|
|
|
152,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accrued liability for contingent
crack spread payments related
to purchase of noncontrolling
interests
(6)
|
75,982
|
|
|
2,625
|
|
|
73,357
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
(7)
|
977,821
|
|
|
12,674
|
|
|
49,034
|
|
|
26,764
|
|
|
889,349
|
|
|||||
Total obligations
|
$
|
10,145,270
|
|
|
$
|
5,835,650
|
|
|
$
|
1,199,475
|
|
|
$
|
632,727
|
|
|
$
|
2,477,418
|
|
(1)
|
Excludes fair value adjustments to the long-term debt reported on our Consolidated Balance Sheet at
August 31, 2015
resulting from fair value interest rate swaps and the related hedge accounting.
|
(2)
|
Based on interest rates and long-term debt balances at
August 31, 2015
.
|
(3)
|
Future minimum lease payments under capital leases include amounts related to bargain purchase options and residual value guarantees, which represent economic obligations as opposed to contractual payment obligations.
|
(4)
|
Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and time of the transactions. In the ordinary course of business, we enter into a significant number of forward purchase commitments for agricultural and energy commodities and the related freight. The purchase obligation amounts shown above include both short- and long-term obligations and are based on: a) fixed or minimum quantities to be purchased and b) fixed or estimated prices to be paid at the time of settlement. Current estimates are based on assumptions about future market conditions that will exist at the time of settlement. Consequently, actual amounts paid under these contracts may differ due to the variable pricing provisions. Market risk related to the variability of our forward purchase commitments is economically hedged by offsetting forward sale contracts that are not included in the amounts above.
|
(5)
|
Includes commitments to purchase the remaining shares of CHS McPherson (formerly NCRA) and is recorded on our Consolidated Balance Sheet as of
August 31, 2015
.
|
(6)
|
Based on estimated fair value at
August 31, 2015
and is recorded on our Consolidated Balance Sheet.
|
(7)
|
Other liabilities include the long-term portion of deferred compensation, deferred tax liabilities and contractual redemptions. Of the total other liabilities and deferred tax liabilities of $1.0 billion on our Consolidated Balance Sheet at
August 31, 2015
, the timing of the payments of $845.7 million of such liabilities cannot be determined.
|
Expected Maturity Date
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
Asset (Liability)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Variable rate miscellaneous
short-term notes payable
|
$
|
813,717
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
813,717
|
|
|
$
|
(813,717
|
)
|
Average interest rate
|
2.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
%
|
|
|
|
||||||||
Variable rate CHS Capital
short-term notes payable
|
$
|
351,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
351,661
|
|
|
$
|
(351,661
|
)
|
Average interest rate
|
1.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
%
|
|
|
|
||||||||
Fixed rate long-term debt
|
$
|
129,994
|
|
|
$
|
149,932
|
|
|
$
|
161,596
|
|
|
$
|
150,098
|
|
|
$
|
31,340
|
|
|
$
|
670,400
|
|
|
$
|
1,293,360
|
|
|
$
|
(1,292,686
|
)
|
Average interest rate
|
5.9
|
%
|
|
5.7
|
%
|
|
5.1
|
%
|
|
4.1
|
%
|
|
3.3
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
|
|
|
||||||||
Interest Rate Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed to variable long-term debt interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,000
|
|
|
$
|
—
|
|
|
$
|
290,000
|
|
|
$
|
420,000
|
|
|
$
|
12,236
|
|
Average pay rate
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
—
|
|
|
range
|
|
|
|
|
|
|
|||||||||
Average receive rate
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
—
|
|
|
range
|
|
|
|
|
|
|
|
||||||||
Variable to fixed rate lock interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
(4,078
|
)
|
Average pay rate
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
|
|
|
||||||||||
Average receive rate
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
|
|
|
(a)
|
Average three-month USD LIBOR plus spreads ranging from 2.009% - 2.228%
|
(b)
|
Six swaps with notional amount of $420 million with fixed rates from 4.08% to 4.67%
|
(c)
|
Six swaps with notional amount of $300 million with fixed rates from 2.17% to 2.66%
|
(d)
|
Average three-month USD LIBOR
|
|
Fiscal Year 2015
|
||||||||||||||
|
August 31,
2015 |
|
May 31,
2015 |
|
February 28,
2015 |
|
November 30,
2014 |
||||||||
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
7,986,341
|
|
|
$
|
8,740,905
|
|
|
$
|
8,355,728
|
|
|
$
|
9,499,468
|
|
Gross profit
|
341,215
|
|
|
311,879
|
|
|
245,644
|
|
|
592,028
|
|
||||
Income before income taxes
|
71,536
|
|
|
170,508
|
|
|
90,466
|
|
|
435,658
|
|
||||
Net income
|
131,270
|
|
|
177,835
|
|
|
92,897
|
|
|
378,331
|
|
||||
Net income attributable to CHS Inc.
|
131,478
|
|
|
178,050
|
|
|
92,814
|
|
|
378,703
|
|
|
Fiscal Year 2014
|
||||||||||||||
|
August 31,
2014 |
|
May 31,
2014 |
|
February 28,
2014 |
|
November 30,
2013 |
||||||||
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
9,990,240
|
|
|
$
|
11,967,398
|
|
|
$
|
9,680,274
|
|
|
$
|
11,026,121
|
|
Gross profit
|
299,644
|
|
|
508,004
|
|
|
442,728
|
|
|
402,170
|
|
||||
Income before income taxes
|
131,713
|
|
|
439,590
|
|
|
290,332
|
|
|
269,668
|
|
||||
Net income
|
199,485
|
|
|
379,873
|
|
|
260,621
|
|
|
243,028
|
|
||||
Net income attributable to CHS Inc.
|
199,725
|
|
|
379,455
|
|
|
260,069
|
|
|
242,186
|
|
Name and Address
|
Age
|
|
Director
Region
|
|
Director Since
|
Donald Anthony
|
65
|
|
8
|
|
2006
|
Robert Bass
|
61
|
|
5
|
|
1994
|
David Bielenberg
|
66
|
|
6
|
|
2009
|
Clinton J. Blew
|
38
|
|
8
|
|
2010
|
Dennis Carlson
|
54
|
|
3
|
|
2001
|
Curt Eischens
|
63
|
|
1
|
|
1990
|
Jon Erickson
|
55
|
|
3
|
|
2011
|
Steve Fritel
|
60
|
|
3
|
|
2003
|
Alan Holm
|
55
|
|
1
|
|
2013
|
David Johnsrud
|
61
|
|
1
|
|
2012
|
David Kayser
|
56
|
|
4
|
|
2006
|
Randy Knecht
|
65
|
|
4
|
|
2001
|
Greg Kruger
|
56
|
|
5
|
|
2008
|
Edward Malesich
|
62
|
|
2
|
|
2011
|
Perry Meyer
|
61
|
|
1
|
|
2014
|
Steve Riegel
|
63
|
|
8
|
|
2006
|
Daniel Schurr
|
50
|
|
7
|
|
2006
|
•
|
At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.
|
•
|
At the time of the election, the individual must be less than the age of 68.
|
•
|
The individual must be a member of CHS or a member of a Cooperative Association Member.
|
•
|
The individual must reside in the region from which he or she is to be elected.
|
•
|
The individual must be an active farmer or rancher. “Active farmer or rancher” means an individual whose primary occupation is that of a farmer or rancher, excluding anyone who is an employee of ours or of a Cooperative Association Member.
|
Region
|
Current Incumbent
|
Region 1 (Minnesota)
|
David Johnsrud
|
Region 3 (North Dakota)
|
Steve Fritel
|
Region 4 (South Dakota)
|
David Kayser
|
Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington, Utah)
|
David Bielenberg
|
Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma, Texas)
|
Donald Anthony
|
Name
|
Age
|
Position
|
|
Carl Casale
|
54
|
|
President and Chief Executive Officer
|
Shirley Cunningham
|
55
|
|
Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy
|
Jay Debertin
|
55
|
|
Executive Vice President and Chief Operating Officer, Energy and Foods
|
Lynden Johnson
|
55
|
|
Executive Vice President, Country Operations
|
Timothy Skidmore
|
54
|
|
Executive Vice President and Chief Financial Officer
|
James Zappa
|
51
|
|
Executive Vice President and General Counsel
|
Lisa Zell
|
47
|
|
Executive Vice President, Business Solutions
|
•
|
Attract and retain exceptional talent who meet our leadership expectations and are engaged and committed to the long term success of CHS, by providing market competitive compensation and benefit programs
|
•
|
Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member owners
|
•
|
Emphasize pay for performance by providing a total direct compensation mix of fixed and variable pay that is primarily weighted on annual and long-term incentives, in order to reward annual and sustained performance over the long term
|
•
|
Ensure compliance with government mandates and regulations
|
P
erformance Level
|
|
CHS Company
Performance Goal
|
|
Business Unit
Performance Goal
|
|
Management Business
Objectives
|
|
Percent of Target
Award
|
Maximum
|
|
14% Return on Adjusted Equity
|
|
Threshold, Target
and Maximum Return on Adjusted Equity goals vary by business unit but are consistent with and support company ROAE goals
|
|
Individual
performance goals
|
|
200%
|
Target
|
|
10% Return on Adjusted Equity
|
|
|
|
100%
|
||
Threshold
|
|
8% Return on Adjusted Equity
|
|
|
|
20%
|
||
Below Threshold
|
|
<8% Return on Adjusted Equity
|
|
|
|
0%
|
Carl Casale
|
$
|
2,502,188
|
|
Timothy Skidmore
|
$
|
668,367
|
|
Jay Debertin
|
$
|
915,217
|
|
Shirley Cunningham
|
$
|
786,214
|
|
Lisa Zell
|
$
|
620,060
|
|
John McEnroe
|
$
|
286,820
|
|
R
eturn On Adjusted Equity
|
Equates to Net
Income for Fiscal 2015
|
|
Profit
Sharing
Award
|
14.0%
|
$826.1 Million
|
|
5%
|
12.0%
|
$720.9 Million
|
|
4%
|
10.0%
|
$615.8 Million
|
|
3%
|
9.0%
|
$563.2 Million
|
|
2%
|
8.0%
|
$510.6 Million
|
|
1%
|
R
eturn On Adjusted Equity
|
Equates to Net
Income for Fiscal 2016
|
|
Profit
Sharing
Award
|
14.0%
|
$930.6 Million
|
|
5%
|
12.0%
|
$820.8 Million
|
|
4%
|
10.0%
|
$711.0 Million
|
|
3%
|
9.0%
|
$656.1 Million
|
|
2%
|
8.0%
|
$601.2 Million
|
|
1%
|
P
erformance Level
|
|
CHS Three Year
ROAE
|
|
Percent of Target
Award
|
Superior Performance Maximum
|
|
20%
|
|
400%
|
Maximum
|
|
14%
|
|
200%
|
Target
|
|
10%
|
|
100%
|
Threshold
|
|
8%
|
|
20%
|
Below Threshold
|
|
<8%
|
|
0%
|
Carl Casale
|
$
|
4,741,381
|
|
Timothy Skidmore
|
$
|
1,268,320
|
|
Jay Debertin
|
$
|
1,736,753
|
|
Shirley Cunningham
|
$
|
1,456,205
|
|
Lisa Zell
|
$
|
1,158,709
|
|
John McEnroe
|
$
|
1,302,146
|
|
•
|
CHS Inc. Pension Plan
|
•
|
CHS Inc. 401(k) Plan
|
•
|
CHS Inc. Supplemental Executive Retirement Plan
|
•
|
CHS Inc. Deferred Compensation Plan
|
Y
ears of Benefit Service
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
1 - 3 years
|
3%
|
|
6%
|
4 - 7 years
|
4%
|
|
8%
|
8 - 11 years
|
5%
|
|
10%
|
12 - 15 years
|
6%
|
|
12%
|
16 years or more
|
7%
|
|
14%
|
|
Minimum Pay Credit
|
||
A
ge at Date of Hire
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
Age 40 - 44
|
4%
|
|
8%
|
Age 45 - 49
|
5%
|
|
10%
|
Age 50 or more
|
6%
|
|
12%
|
N
ame and Principal Position
|
Year
|
|
Salary
($) 1,2,3
|
|
Bonus
($) 4,5,6
|
|
Non-Equity
Incentive Plan
Compensation ($) 1,2,7,8,9
|
|
Change in Pension
Value and Non-Qualified Deferred Compensation
Earnings
($) 2,10
|
|
All Other
Compensation($) 2, 11-16 |
|
Total
($) 2
|
||||||
Carl Casale
President and Chief Executive Officer
|
2015
|
|
1,010,000
|
|
|
—
|
|
|
7,243,499
|
|
|
486,832
|
|
|
294,525
|
|
|
9,034,856
|
|
2014
|
|
960,600
|
|
|
—
|
|
|
7,087,167
|
|
|
462,823
|
|
|
274,987
|
|
|
8,785,577
|
|
|
2013
|
|
893,033
|
|
|
833,333
|
|
|
4,443,917
|
|
|
322,777
|
|
|
261,396
|
|
|
6,754,456
|
|
|
Timothy Skidmore
Executive Vice President and Chief Financial Officer
|
2015
|
|
472,770
|
|
|
55,163
|
|
|
1,936,687
|
|
|
145,857
|
|
|
115,754
|
|
|
2,726,231
|
|
2014
|
|
459,000
|
|
|
415,163
|
|
|
1,921,500
|
|
|
48,012
|
|
|
96,867
|
|
|
2,940,542
|
|
|
2013
|
|
17,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,308
|
|
|
Jay Debertin
Executive Vice President and Chief Operating Officer, Energy and Foods
|
2015
|
|
647,380
|
|
|
—
|
|
|
2,771,970
|
|
|
339,322
|
|
|
129,767
|
|
|
3,888,439
|
|
2014
|
|
628,524
|
|
|
—
|
|
|
2,614,467
|
|
|
514,096
|
|
|
132,524
|
|
|
3,889,611
|
|
|
2013
|
|
610,233
|
|
|
—
|
|
|
1,708,653
|
|
|
222,526
|
|
|
120,186
|
|
|
2,661,598
|
|
|
Shirley Cunningham Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy
|
2015
|
|
576,300
|
|
|
383,000
|
|
|
2,242,420
|
|
|
159,060
|
|
|
106,827
|
|
|
3,467,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lisa Zell Executive Vice President, Business Solutions
|
2015
|
|
438,600
|
|
|
—
|
|
|
1,778,769
|
|
|
157,664
|
|
|
100,646
|
|
|
2,475,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John McEnroe
Former Executive Vice President and Chief Operating Officer, Country Operations
|
2015
|
|
277,308
|
|
|
—
|
|
|
2,206,966
|
|
|
249,883
|
|
|
130,610
|
|
|
2,864,767
|
|
2014
|
|
612,000
|
|
|
—
|
|
|
2,468,667
|
|
|
332,338
|
|
|
132,379
|
|
|
3,545,384
|
|
|
2013
|
|
566,667
|
|
|
—
|
|
|
1,448,000
|
|
|
212,735
|
|
|
118,769
|
|
|
2,346,171
|
|
(1)
|
Amounts reflect the gross salary and non-equity incentive plan compensation, as applicable, and include any applicable deferrals. Mr. Casale deferred $2,254,500 in fiscal 2014; Mr. Skidmore deferred $241,947 in fiscal 2015 and $30,900 in fiscal 2014; Mr. Debertin deferred $883,906 in fiscal 2015, $84,625 in fiscal 2014 and $709,983 in fiscal 2013; Ms. Cunningham deferred $83,333 in fiscal 2015; and Mr. McEnroe deferred $169,712 in fiscal 2015, $309,600 in fiscal 2014 and $415,000 in fiscal 2013.
|
(2)
|
Information on Ms. Cunningham and Ms. Zell includes compensation beginning in fiscal 2015, the first year in which they became Named Executive Officers.
|
(3)
|
Salary for Mr. McEnroe includes base pay and accrued paid time off that was paid upon retirement.
|
(4)
|
Includes payment of $833,333 in fiscal 2013 to Mr. Casale, covering earned and forfeited compensation from previous employment.
|
(5)
|
Includes payment of $55,163 in fiscal 2015 and $415,163 in fiscal 2014 to Mr. Skidmore, covering earned and forfeited compensation from previous employment.
|
(6)
|
Includes payment of $383,000 in fiscal 2015 to Ms. Cunningham covering earned and forfeited compensation from previous employment.
|
(7)
|
Includes payment of $618,000 in fiscal 2015 to Mr. McEnroe for completion of succession planning incentive goals.
|
(8)
|
Amounts include annual variable pay awards and long-term incentive awards.
|
(9)
|
Includes payment of $120,000 in fiscal 2015 to Mr. Debertin under the Supplemental Plan.
|
(10)
|
This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officers' benefit under their retirement program and nonqualified earnings, if applicable.
|
(11)
|
Amounts may include CHS paid executive LTD, travel accident insurance, executive physical, CHS contributions during each fiscal year to qualified and non-qualified defined contribution plans, spousal travel, event tickets and financial planning.
|
(12)
|
Includes fiscal 2015 executive LTD of $3,544 for all Named Executive Officers except Mr. McEnroe- $1,181.
|
(13)
|
Includes fiscal 2015 employer contributions to the CHS Inc. Deferred Compensation Plan: Mr. Casale- $280,225; Mr. Skidmore- $80,254; Mr. Debertin- $115,176; Ms. Cunningham- $92,177; Ms. Zell- $73,590; and Mr. McEnroe- $117,833.
|
(14)
|
Includes fiscal 2015 employer contribution to the CHS Inc. 401(k) Plan: Mr. Casale- $14,300; Mr. Skidmore- $13,154; Mr. Debertin- $14,592; Ms. Cunningham- $14,650; and Ms. Zell- $14,435.
|
(15)
|
Includes the following payment for Mr. Skidmore: fiscal 2015: $8,985 relocation expenses with a gross up value of $13,532.
|
(16)
|
Includes fiscal 2015 executive physicals for the following Named Executive Officers: Mr. Skidmore- $3,321; Ms. Zell- $8,238; and Mr. McEnroe- $10,289.
|
N
ame
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|||
Carl Casale
|
|
9-1-14
(1)
|
|
255,000
|
|
|
1,275,000
|
|
|
2,550,000
|
|
|
|
9-1-14
(2)
|
|
255,000
|
|
|
1,275,000
|
|
|
5,100,000
|
|
Timothy Skidmore
|
|
9-1-14
(1)
|
|
66,837
|
|
|
334,184
|
|
|
668,367
|
|
|
|
9-1-14
(2)
|
|
66,837
|
|
|
334,184
|
|
|
1,336,734
|
|
Jay Debertin
|
|
9-1-14
(1)
|
|
91,522
|
|
|
457,609
|
|
|
915,218
|
|
|
|
9-1-14
(2)
|
|
91,522
|
|
|
457,609
|
|
|
1,830,436
|
|
|
|
4-6-15
(3)
|
|
—
|
|
|
—
|
|
|
120,000
|
|
Shirley Cunningham
|
|
9-1-14
(1)
|
|
81,473
|
|
|
407,365
|
|
|
814,730
|
|
|
|
9-1-14
(2)
|
|
81,473
|
|
|
407,365
|
|
|
1,629,460
|
|
Lisa Zell
|
|
9-1-14
(1)
|
|
62,006
|
|
|
310,030
|
|
|
620,060
|
|
|
|
9-1-14
(2)
|
|
62,006
|
|
|
310,030
|
|
|
1,240,120
|
|
John McEnroe (4)
|
|
9-1-14
(1)
|
|
28,840
|
|
|
144,200
|
|
|
288,400
|
|
|
|
9-1-14
(2)
|
|
67,293
|
|
|
336,467
|
|
|
1,345,867
|
|
(1)
|
Represents range of possible awards under our fiscal 2015 Annual Variable Pay Plan. The actual amount of the award earned for fiscal 2015 is included in the “Non-Equity Incentive Plan Compensation” column of our Summary Compensation Table. The Annual Variable Pay Plan is described under “Compensation Discussion and Analysis-Annual Variable Pay.”
|
(2)
|
Represents range of possible awards under our Long-Term Incentive Plan for the fiscal 2015-2017 performance period. Goals are based on achieving a three-year ROAE of 8% threshold, 10% target and 14% maximum plus a potential award for superior 20% ROAE performance. Values displayed in the maximum column reflect 20% superior ROAE performance award potential. The 14% maximum performance award values are not listed in this table. Awards are earned over a three-year period and vest over an additional 28-month period. The Long-Term Incentive Plan is described under “Compensation Discussion and Analysis - Long-Term Incentive Plans."
|
(3)
|
Represents maximum fiscal 2015 annual award opportunity for Mr. Debertin's Supplemental Plan. The Supplemental Plan is described under "Compensation Discussion and Analysis-Agreements with Named Executive Officers".
|
(4)
|
Amounts for Mr. McEnroe represent award potential prorated to his December 31, 2014 retirement date. His Annual Variable Pay and Long-Term Incentive Awards for fiscal 2015 are reflected in the Summary Compensation Table, All Other Compensation column.
|
N
ame
|
Plan Name
|
|
Number of
Years of Credited
Service
(#)
|
|
Present
Value of Accumulated
Benefits
($)
|
|
Payments
During Last
Fiscal Year
($)
|
||
Carl Casale
|
CHS Inc. Pension Plan
|
|
4.6667
|
|
88,807
|
|
|
—
|
|
|
SERP
|
|
4.6667
|
|
1,412,565
|
|
|
—
|
|
Timothy Skidmore
|
CHS Inc. Pension Plan
|
|
2.0000
|
|
51,910
|
|
|
—
|
|
|
SERP
|
|
2.0000
|
|
132,460
|
|
|
—
|
|
Jay Debertin
(1)
|
CHS Inc. Pension Plan
|
|
31.2500
|
|
769,040
|
|
|
—
|
|
|
SERP
|
|
31.2500
|
|
2,008,332
|
|
|
—
|
|
Shirley Cunningham
|
CHS Inc. Pension Plan
|
|
2.3333
|
|
51,780
|
|
|
—
|
|
|
SERP
|
|
2.3333
|
|
217,081
|
|
|
—
|
|
Lisa Zell
|
CHS Inc. Pension Plan
|
|
16.6667
|
|
294,375
|
|
|
—
|
|
|
SERP
|
|
16.6667
|
|
363,226
|
|
|
—
|
|
John McEnroe
(1)
|
CHS Inc. Pension Plan
|
|
35.9166
|
|
758,904
|
|
|
—
|
|
|
SERP
|
|
35.9166
|
|
1,026,232
|
|
|
1,026,232
|
|
(1)
|
Mr. Debertin is eligible for early retirement in both the CHS Inc. Pension Plan and the SERP. Mr. McEnroe was eligible for retirement under both plans at the time of his retirement.
|
•
|
Discount rate of 4.20%
|
•
|
RP 2014 Mortality Table with a fully generational projection reflecting scale MP 2014
|
•
|
Each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65). The early retirement benefit under the cash balance plan formula is equal to the participant's account balance; and
|
•
|
Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.
|
Name
|
|
Executive
Contributions in
Last Fiscal Year ($) 1
|
|
Registrant
Contributions in
Last Fiscal Year ($) 2
|
|
Aggregate Earnings
in Last Fiscal Year
($) 3
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate Balance
at Last Fiscal Year
End
($) 2,4
|
|||||
Carl Casale
|
|
—
|
|
|
4,885,807
|
|
|
488,954
|
|
|
2,346,439
|
|
|
12,994,024
|
|
Timothy Skidmore
|
|
241,947
|
|
|
1,349,196
|
|
|
18,055
|
|
|
—
|
|
|
1,648,790
|
|
Jay Debertin
|
|
883,906
|
|
|
1,838,575
|
|
|
351,991
|
|
|
—
|
|
|
12,215,119
|
|
Shirley Cunningham
|
|
83,333
|
|
|
1,503,484
|
|
|
(78,774
|
)
|
|
—
|
|
|
1,840,343
|
|
Lisa Zell
|
|
—
|
|
|
1,206,363
|
|
|
(32,462
|
)
|
|
—
|
|
|
2,280,051
|
|
John McEnroe
|
|
169,712
|
|
|
1,720,235
|
|
|
300,260
|
|
|
865,582
|
|
|
7,551,927
|
|
(1)
|
Includes amounts deferred from salary and annual incentive pay reflected in the Summary Compensation Table.
|
(2)
|
Contributions are made by CHS into the Deferred Compensation Plan on behalf of Named Executive Officers. Amounts include LTIP, retirement contributions on amounts exceeding IRS compensation limits, Profit Sharing, and 401(k) match. The amounts reported were made in early fiscal 2015 based on fiscal 2014 results. These results are also included in amounts reported in the fiscal 2015 Summary Compensation Table: Mr. Casale, $280,225; Mr. Skidmore, $80,254; Mr. Debertin, $115,176; Ms. Cunningham, $92,177; Ms. Zell, $73,590; and Mr. McEnroe, $117,833.
|
(3)
|
The amounts in this column include the change in value of the balance, not including contributions made by the Named Executive Officer. Amounts include the following above market earnings in 2015 that are also reflected in the Summary Compensation Table: Mr. Casale, $112,036; Mr. Skidmore, $9,472; Mr. Debertin, $94,850; Ms. Zell, $7,752; and Mr. McEnroe, $69,534.
|
(4)
|
Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals. These amounts include rollovers, voluntary salary and voluntary incentive plan contributions from predecessor plans with predecessor employers that have increased in value over the course of the executive's career. Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan. Earnings on amounts deferred under the plan are determined based on the investment election made by the Named Executive Officer from five market based notional investments with a varying level of risk selected by CHS, and a fixed rate fund. The notional investment returns for the fiscal year were as follows: Vanguard Prime Money Market, 0.01% ; Vanguard Life Strategy income, 0.00%; Vanguard Life Strategy Conservative Growth, -0.44%; Vanguard Life Strategy Moderate Growth, -1.91%; Vanguard Life Strategy Growth, -3.07%; and the Fixed Rate was 4.00%.
|
Carl Casale
(1)(2)
|
$
|
5,917,656
|
|
Timothy Skidmore
(3)
|
$
|
811,589
|
|
Jay Debertin
|
$
|
653,727
|
|
Shirley Cunningham
(3)
|
$
|
989,315
|
|
Lisa Zell
|
$
|
272,554
|
|
John McEnroe
(4)
|
$
|
—
|
|
(1)
|
Mr. Casale's post employment value includes the value of health and welfare insurance based on current monthly rates.
|
(2)
|
Mr. Casale's post employment value for the prorated portion of his unpaid annual variable pay award for the fiscal year in which the termination occurred assumes an annual variable pay award at target performance for the entire fiscal year.
|
(3)
|
Mr. Skidmore's and Ms. Cunningham's post employment value assumes an annual variable pay award at target performance for the entire fiscal year.
|
(4)
|
Mr. McEnroe retired December 31, 2014 and received no severance. However, in connection with his retirement Mr. McEnroe received a $618,000 award for achieving succession planning goals.
|
Mr. Casale
(1)
|
$
|
5,833,320
|
|
(1)
|
This number includes the value of health insurance based on current monthly rates.
|
Amount Credited
|
ROAE Performance
|
$100,000 (Superior Performance)
|
20% Return on Adjusted CHS Equity
|
$50,000 (Maximum)
|
14% Return on Adjusted CHS Equity
|
$25,000 (Target)
|
10% Return on Adjusted CHS Equity
|
$5,000 (Minimum)
|
8% Return on Adjusted CHS Equity
|
$0
|
Below 8% Return on Adjusted CHS Equity
|
Amount Credited
|
ROAE Performance
|
$100,000 (Superior Performance)
|
20% Return on Adjusted CHS Equity
|
$50,000 (Maximum)
|
14% Return on Adjusted CHS Equity
|
$25,000 (Target)
|
10% Return on Adjusted CHS Equity
|
$5,000 (Minimum)
|
8% Return on Adjusted CHS Equity
|
$0
|
Below 8% Return on Adjusted CHS Equity
|
Name 1
|
Fees Earned or
Paid in Cash
($) 1,2
|
|
Change in Pension Value
and Nonqualified Deferred Compensation
Earnings
($) 3
|
|
All Other
Compensation ($) 4,5
|
|
Total
($)
|
||||
Donald Anthony
|
103,000
|
|
|
4,581
|
|
|
111,412
|
|
|
218,993
|
|
Robert Bass
|
86,250
|
|
|
13,597
|
|
|
111,412
|
|
|
211,259
|
|
David Bielenberg
|
107,500
|
|
|
4,246
|
|
|
111,412
|
|
|
223,158
|
|
Clinton Blew
|
94,000
|
|
|
948
|
|
|
121,828
|
|
|
216,776
|
|
Dennis Carlson
(6)
|
96,850
|
|
|
8,159
|
|
|
114,620
|
|
|
219,629
|
|
Curt Eischens
|
91,500
|
|
|
7,585
|
|
|
111,412
|
|
|
210,497
|
|
Jon Erickson
|
88,750
|
|
|
465
|
|
|
114,620
|
|
|
203,835
|
|
Steven Fritel
|
108,000
|
|
|
17,653
|
|
|
111,412
|
|
|
237,065
|
|
Jerry Hasnedl
(6)
|
28,500
|
|
|
88,825
|
|
|
19,252
|
|
|
136,577
|
|
Alan Holm
|
92,000
|
|
|
—
|
|
|
115,684
|
|
|
207,684
|
|
David Johnsrud
|
97,000
|
|
|
352
|
|
|
111,412
|
|
|
208,764
|
|
David Kayser
|
90,500
|
|
|
11,140
|
|
|
121,828
|
|
|
223,468
|
|
Randy Knecht
|
83,750
|
|
|
6,364
|
|
|
111,412
|
|
|
201,526
|
|
Greg Kruger
|
84,500
|
|
|
7,019
|
|
|
116,752
|
|
|
208,271
|
|
Edward Malesich
|
89,000
|
|
|
1,272
|
|
|
111,412
|
|
|
201,684
|
|
Perry Meyer
|
73,500
|
|
|
—
|
|
|
74,368
|
|
|
147,868
|
|
Steve Riegel
|
90,500
|
|
|
2,850
|
|
|
111,412
|
|
|
204,762
|
|
Daniel Schurr
|
94,475
|
|
|
5,814
|
|
|
121,828
|
|
|
222,117
|
|
(1)
|
Mr. Meyer was elected to the Board effective December 5, 2014. Mr. Hasnedl retired from the Board effective December 5, 2014.
|
(2)
|
Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Hasnedl, $4,000; Mr. Johnsrud, $18,000; Mr. Knecht, $15,000; Mr. Malesich $24,000; and Mr. Riegel, $6,000.
|
(3)
|
This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director's benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity - see above), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011 as stated above.
|
(4)
|
All other compensation includes health insurance premiums, conference and registration fees, meals and related spousal expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums which are due to the number of dependents covered.
|
(5)
|
All other compensation includes fiscal 2015 Director Retirement Plan Deferred Compensation Plan contributions: $65,167 for Mr. Perry; $8,333 for Mr. Hasnedl; and $97,750 for all other Board Members.
|
(6)
|
Made a one-time irrevocable retirement election in 2005 to receive a lump sum benefit under the director retirement plan. All other directors that were first elected on or prior to August 31, 2011 will receive a monthly annuity upon retirement. The director retirement plan benefit was frozen as of August 31, 2011. Accordingly, directors who are first elected after that date are not eligible for benefits under such plan.
|
|
|
Title of Class
|
||||||||
|
|
8% Cumulative Redeemable
Preferred Stock
|
|
Class B Cumulative Redeemable Preferred Stock
|
||||||
Name of Beneficial Owner
|
|
Amount of
Beneficial Ownership |
|
% of Class (1)
|
|
Amount of
Beneficial Ownership |
|
% of Class (2)
|
||
Directors:
|
|
(Shares)
|
|
|
|
(Shares)
|
|
|
||
David Bielenberg
|
|
9,130
|
|
|
*
|
|
—
|
|
|
*
|
Donald Anthony
|
|
1,135
|
|
|
*
|
|
2,275
|
|
|
*
|
Robert Bass
|
|
120
|
|
|
*
|
|
—
|
|
|
*
|
Clinton J. Blew
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Dennis Carlson
(3)
|
|
60
|
|
|
*
|
|
—
|
|
|
*
|
Curt Eischens
|
|
120
|
|
|
*
|
|
107
|
|
|
*
|
Jon Erickson
|
|
300
|
|
|
*
|
|
—
|
|
|
*
|
Steve Fritel
|
|
880
|
|
|
*
|
|
—
|
|
|
*
|
Alan Holm
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
David Johnsrud
|
|
—
|
|
|
*
|
|
1,650
|
|
|
*
|
David Kayser
|
|
—
|
|
|
*
|
|
630
|
|
|
*
|
Randy Knecht
(3)
|
|
863
|
|
|
*
|
|
—
|
|
|
*
|
Gregory Kruger
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Edward Malesich
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Perry Meyer
|
|
120
|
|
|
*
|
|
—
|
|
|
*
|
Steve Riegel
(3)
|
|
245
|
|
|
*
|
|
48
|
|
|
*
|
Daniel Schurr
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
||
Carl M. Casale
(4)
|
|
—
|
|
|
*
|
|
7,114
|
|
|
*
|
Jay Debertin
(3)
|
|
1,200
|
|
|
*
|
|
—
|
|
|
*
|
Timothy Skidmore
|
|
—
|
|
|
*
|
|
200
|
|
|
*
|
All other executive officers
|
|
700
|
|
|
*
|
|
—
|
|
|
*
|
Directors and executive officers as a group
|
|
14,873
|
|
|
*
|
|
12,024
|
|
|
*
|
(1)
|
As of September 15, 2015, there were
12,272,003
shares of 8% Cumulative Redeemable Preferred Stock outstanding.
|
(2)
|
As of September 15, 2015, there were 75,271,363 shares of Class B Cumulative Redeemable Preferred Stock outstanding with 18,071,363, 16,800,000, 19,700,000 and 20,700,000 attributed to Series 1, Series 2, Series 3 and Series 4, respectively.
|
(3)
|
Includes shares held by spouse, children and Individual Retirement Accounts ("IRA").
|
(4)
|
Represents 7,114 shares of Class B Series 3 Cumulative Redeemable Preferred Stock held by the One At a Time Foundation, a nonprofit organization at which Mr. Casale serves as Vice President and a Director and at which Mr. Casale's spouse serves as President and a Director. Mr. Casale disclaims beneficial ownership of all such shares.
|
*
|
Less than 1%
|
Name
|
Transactions with CHS
|
|
Patronage
Dividends
|
||||
Donald Anthony
|
$
|
365,929
|
|
|
$
|
1,197
|
|
Dennis Carlson
|
284,883
|
|
|
11,248
|
|
||
Curt Eischens
|
338,004
|
|
|
1,819
|
|
||
Jon Erickson
|
446,511
|
|
|
7,278
|
|
||
David Johnsrud
|
2,258,828
|
|
|
43,673
|
|
||
David Kayser
|
1,159,516
|
|
|
26,927
|
|
Donald Anthony
|
Jon Erickson
|
Greg Kruger
|
Robert Bass
|
Steve Fritel
|
Edward Malesich
|
David Bielenberg
|
Alan Holm
|
Perry Meyer
|
Clinton J. Blew
|
David Kayser
|
Steve Riegel
|
Dennis Carlson
|
Randy Knecht
|
Daniel Schurr
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Audit Fees
(1)
|
$
|
3,425
|
|
|
$
|
3,672
|
|
Audit-related Fees
(2)
|
958
|
|
|
1,341
|
|
||
Tax Fees
(3)
|
27
|
|
|
25
|
|
||
All Other Fees
(4)
|
1
|
|
|
31
|
|
||
Total
|
$
|
4,411
|
|
|
$
|
5,069
|
|
(1)
|
Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements, certain statutory audits and work related to filings of registration statements.
|
(2)
|
Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.
|
(3)
|
Includes fees related to tax compliance, tax advice and tax planning.
|
(4)
|
Includes fees related to other professional services performed for international entities.
|
|
Page No.
|
Consolidated Statements of Comprehensive Income for the years ended August 31, 2015, 2014 and 2013
|
|
|
Balance at
Beginning
of Year
|
|
Additions:
Charged to Costs
and Expenses *
|
|
Deductions:
Write-offs, net
of Recoveries
|
|
Balance at
End
of Year
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Allowances for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
||||
2015
|
$
|
103,639
|
|
|
$
|
8,132
|
|
|
$
|
(5,326
|
)
|
|
$
|
106,445
|
|
2014
|
94,589
|
|
|
9,313
|
|
|
(263
|
)
|
|
103,639
|
|
||||
2013
|
111,785
|
|
|
(13,130
|
)
|
|
(4,066
|
)
|
|
94,589
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Valuation Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
||||||||
2015
|
$
|
111,509
|
|
|
$
|
21,884
|
|
|
$
|
(35,370
|
)
|
|
$
|
98,023
|
|
2014
|
79,623
|
|
|
40,095
|
|
|
(8,209
|
)
|
|
111,509
|
|
||||
2013
|
56,659
|
|
|
27,046
|
|
|
(4,082
|
)
|
|
79,623
|
|
/s/ PricewaterhouseCoopers LLP
|
||||
PricewaterhouseCoopers LLP
|
||||
Minneapolis, Minnesota
|
||||
November 23, 2015
|
2.1
|
Amended and Restated Limited Liability Company Agreement dated as of August 11, 2015 between CHS Inc. and CF Industries Sales, LLC. (*)(**)(***)
|
3.1
|
Articles of Incorporation of CHS Inc., as amended. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
3.2
|
Bylaws of CHS Inc. (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-156255), filed December 17, 2008).
|
3.2A
|
Amended Article III, Section 3(b) of Bylaws of CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed May 5, 2010).
|
3.2B
|
Amendment to the Bylaws of CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed December 7, 2010).
|
4.1
|
Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-2 (File No. 333-101916), filed January 14, 2003).
|
4.2
|
Form of Certificate Representing 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003).
|
4.3
|
Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003).
|
4.4
|
Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock to change the record date for dividends. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2003, filed July 2, 2003).
|
4.5
|
Resolution Amending the Terms of the 8% Cumulative Redeemable Preferred Stock to Provide for Call Protection. (Incorporated by reference to our Current Report on Form 8-K, filed on July 19, 2013.)
|
4.6
|
Resolution Creating Class B Cumulative Redeemable Stock. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-190019), filed September 13, 2013).
|
4.7
|
Unanimous Written Consent Resolution of the Board of Directors of CHS Inc. Relating to the Terms of the Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed September 20, 2013).
|
4.8
|
Form of Certificate Representing Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-190019) filed September 13, 2013).
|
4.9
|
Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed March 5, 2014).
|
4.10
|
Form of Certificate Representing Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. (Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-193891), filed February 26, 2014).
|
4.11
|
Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed September 10, 2014).
|
4.12
|
Form of Certificate Representing Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed September 10, 2014).
|
4.13
|
Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Cumulative Redeemable Preferred Stock, Series 4. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed January 14, 2015).
|
4.14
|
Form of Certificate Representing Class B Cumulative Redeemable Preferred Stock, Series 4. (Incorporated by reference to our Registration Statement on Form 8-A (File No. 001-36079), filed January 14, 2015).
|
10.1
|
Employment Agreement between CHS Inc. and Carl M. Casale dated November 6, 2013. (Incorporated by reference to our Annual Report on Form 10-K for the year ended August 31, 2013, filed November 7, 2013). (+)
|
10.2
|
Amended and Restated Change in Control Agreement between CHS Inc. and Carl M. Casale dated November 6, 2013 (Incorporated by reference to our Annual Report on Form 10-K for the year ended August 31, 2013, filed November 7, 2013). (+)
|
10.3
|
CHS Inc. Supplemental Executive Retirement Plan (2013 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2013, filed July 10, 2013). (+)
|
10.4
|
CHS Inc. 2015 Annual Variable Pay Plan (*)(+)
|
10.5
|
CHS Inc. Long-Term Incentive Plan XIII (2013-2015). (*)(+)
|
10.6
|
CHS Inc. Nonemployee Director Retirement Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2010, filed July 8, 2010). (+)
|
10.7A
|
Amendment No. 1 to the Nonemployee Director Retirement Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2011, filed November 14, 2011). (+)
|
10.7B
|
Amendment No. 2 to the Nonemployee Director Retirement Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2012, filed November 7, 2012). (+)
|
10.8
|
Trust Under the CHS Inc. Nonemployee Director Retirement Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2010, filed July 8, 2010). (+)
|
10.9
|
$225,000,000 Note Agreement (Private Placement Agreement) dated as of June 19, 1998 among Cenex Harvest States Cooperatives and each of the Purchasers of the Notes. (Incorporated by Reference to our Form 10-Q Transition Report for the period June 1, 1998 to August 31, 1998, filed October 14, 1998).
|
10.9A
|
First Amendment to Note Agreement ($225,000,000 Private Placement), effective September 10, 2003, among CHS Inc. and each of the Purchasers of the Notes. (Incorporated by reference to our Form 10-K for the year ended August 31, 2003, filed November 21, 2003).
|
10.10
|
Note Purchase Agreement and Series D & E Senior Notes dated October 18, 2002. (Incorporated by reference to our Form 10-K for the year ended August 31, 2002, filed November 25, 2002).
|
10.10A
|
Amendment No. 1 to Note Purchase Agreement dated as of June 9, 2011, between CHS Inc. and the purchasers of notes party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015)
|
10.10B
|
Amendment No. 2 to Note Purchase Agreement dated as of September 4, 2015, between CHS Inc. and the purchasers of notes party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.11
|
Amended and Restated Credit Agreement dated as of January 31, 2011, by and among National Cooperative Refinery Association, various lenders and CoBank, ACB. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2011, filed April 8, 2011).
|
10.11A
|
Amendment No. 1 Amended and Restated Credit Agreement dated as of December 16, 2011, by and among National Cooperative Refinery Association, various lenders and CoBank, ACB. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012).
|
10.12
|
Note Purchase and Private Shelf Agreement between CHS Inc. and Prudential Capital Group dated as of April 13, 2004. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2004, filed July 12, 2004).
|
10.12A
|
Amendment No. 1 to Note Purchase and Private Shelf Agreement dated April 9, 2007, among CHS Inc., Prudential Investment Management, Inc. and the Prudential Affiliate parties (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2007, filed April 9, 2007).
|
10.12B
|
Amendment No. 2 to Note Purchase and Private Shelf Agreement and Senior Series J Notes totaling $50 million issued February 8, 2008 (Incorporated by reference to our Current Report on Form 8-K filed February 11, 2008).
|
10.12C
|
Amendment No. 3 to Note Purchase and Private Shelf Agreement, effective as of November 1, 2010 (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2010, filed January 11, 2011).
|
10.12D
|
Amendment No. 4 to Note Purchase and Private Shelf Agreement dated as of June 9, 2011, between CHS Inc. and the purchasers of notes party thereto. (*)
|
10.12E
|
Amendment No. 5 to Note Purchase and Private Shelf Agreement dated as of December 21, 2012, between CHS Inc. and the purchasers of notes party thereto. (*)
|
10.12F
|
Amendment No. 6 to Note Purchase and Private Shelf Agreement dated as of September 4, 2015, between CHS Inc. and the purchasers of notes party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.13
|
Note Purchase Agreement for Series H Senior Notes ($125,000,000 Private Placement) dated September 21, 2004. (Incorporated by reference to our Current Report on Form 8-K filed September 22, 2004).
|
10.14
|
CHS Inc. Deferred Compensation Plan
Master Plan Document
(2015 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2015, filed July 10, 2015). (+)
|
10.15
|
Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2009, filed November 10, 2009). (+)
|
10.16
|
New Plan Participants 2011 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 (File No. 333-177326), filed October 14, 2011). (+)
|
10.17
|
Loan Agreement (Term Loan) between CHS Inc. and European Bank for Reconstruction and Development, dated January 5, 2011 (Incorporated by reference to our Current Report on Form 8-K, filed January 18, 2011).
|
10.18
|
Revolving Loan Agreement between CHS Inc. and European Bank for Reconstruction and Development, dated November 30, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed January 18, 2011).
|
10.19
|
City of McPherson, Kansas Taxable Industrial Revenue Bond Series 2006 registered to National Cooperative Refinery Association in the amount of $325 million (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.20
|
Bond Purchase Agreement between National Cooperative Refinery Association, as purchaser, and City of McPherson, Kansas, as issuer, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.21
|
Trust Indenture between City of McPherson, Kansas, as issuer, and Security Bank of Kansas City, Kansas City, Kansas, as trustee, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.22
|
Lease agreement between City of McPherson, Kansas, as issuer, and National Cooperative Refinery Association, as tenant, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.23
|
Commercial Paper Placement Agreement by and between CHS Inc. and M&I Marshall & Ilsley Bank dated October 30, 2006 (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
10.24
|
Commercial Paper Dealer Agreement by and between CHS Inc. and SunTrust Capital Markets, Inc. dated October 6, 2006 (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
10.25
|
Note Purchase Agreement ($400,000,000 Private Placement) and Series I Senior Notes dated as of October 4, 2007 (Incorporated by reference to our Current Report on Form 8-K filed October 4, 2007).
|
10.25A
|
Amendment No. 2 to Note Purchase Agreement dated as of September 4, 2015, between CHS Inc. and the purchasers of notes party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.26
|
Agreement Regarding Distribution of Assets, by and among CHS Inc., United Country Brands, LLC, Land O’Lakes, Inc. and Winfield Solutions, LLC, made as of September 4, 2007. (Incorporated by reference to our Form 10-K for the year ended August 31, 2007, filed November 20, 2007).
|
10.27
|
$150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of December 12, 2007 (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-148091), filed December 14, 2007).
|
10.27A
|
First Amendment to $150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of May 1, 2008 (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2008, filed July 10, 2008).
|
10.27B
|
Second Amendment to $150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of June 2, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed June 3, 2010).
|
10.27C
|
Fifth Amendment and Waiver, dated as of September 4, 2015, to that certain Credit Agreement (10-Year Term Loan), dated as of December 12, 2007, by and between CHS Inc., CoBank, ACB, as a syndication party and as the administrative agent for the benefit of all present and future syndication parties, and the other syndication parties party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.28
|
Series 2008-A Supplement dated as of November 21, 2008 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.29
|
Amended and Restated Base Indenture, dated as of December 23, 2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.29A
|
Amendment No. 1 to Amended and Restated Base Indenture, dated as of December 23, 2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 29, 2012, filed April 11, 2012).
|
10.30
|
Series 2010-A Supplement, dated as of December 23, 2010, by and among Cofina Funding, LLC, as Issuer, and U.S. National Bank Association, as Trustee, to the Base Indenture, dated as of December 23, 2010, between the Issuer and the Trustee (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.31
|
Lockbox Agreement dated August 10, 2005 between Cofina Financial, LLC and M&I Marshall & Ilsley Bank (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.32
|
Purchase and Sale Agreement dated as of August 10, 2005 between Cofina Funding, LLC, as Purchaser and Cofina Financial, LLC, as Seller (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.33
|
Custodian Agreement dated August 10, 2005 between Cofina Funding, LLC, as Issuer, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Custodian (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.34
|
Servicing Agreement dated as of August 10, 2005 among Cofina Funding, LLC, as Issuer, Cofina Financial, LLC, as Servicer, and U.S. Bank National Association, as Trustee (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.35
|
Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4 (Incorporated by reference to our Current Report on Form 8-K, filed November 17, 2010).
|
10.36
|
Amended and Restated Loan Origination and Participation Agreement dated as of September 1, 2011, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial, and CHS Capital, LLC. (Incorporated by reference to our Form 10-K for the year ended August 31, 2011, filed November 14, 2011).
|
10.36A
|
Amendment No. 1 to Amended and Restated Loan Origination and Participation Agreement dated as of September 1, 2011, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial, and CHS Capital, LLC. (Incorporated by reference to our Form 10-K for the year ended August 31, 2012, filed November 7, 2012).
|
10.37
|
Note Purchase Agreement (Series 2010-A), dated as of December 23, 2010, among Cofina Funding, LLC, as Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, Cooperatieve Centrale Raiffeisen- Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch, as Funding Agent, and the Financial Institutions from time to time parties thereto, as Committed Purchasers (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.37A
|
Amendment No. 1 to Note Purchase Agreement (Series 2010-A) dated as of April 13, 2011 by and among Cofina Funding, LLC, as the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.38B
|
Amendment No. 2 to Note Purchase Agreement (Series 2010-A) dated as of June 17, 2011 by and among Cofina Funding, LLC, as the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.39C
|
Amendment No. 3 to Note Purchase Agreement (Series 2010-A) dated as of April 11, 2012, by and among Cofina Funding, LLC, as the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser. (Incorporated by reference to our Form 10-K for the year ended August 31, 2012, filed November 7, 2012).
|
10.40
|
Note Purchase Agreement (Series 2008-A) dated as of November 21, 2008 among Cofina Funding, LLC, as Issuer, Victory Receivables Corporation, as the Conduit Purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent for the Purchasers, and the Financial Institutions from time to time parties thereto (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.40A
|
Amendment No. 1 to Note Purchase Agreement (Series 2008-A) dated February 25, 2009, by and among Cofina Funding, LLC as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Current Report on Form 8-K, filed March 2, 2009).
|
10.40B
|
Amendment No. 2 to Note Purchase Agreement (Series 2008-A) dated November 20, 2009, by and among Cofina Funding, LLC as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-163608), filed December 9, 2009).
|
10.40C
|
Amendment No. 3 to Note Purchase Agreement (Series 2008-A) dated as of November 12, 2010, by and among Cofina Funding, LLC, as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Current Report on Form 8-K, filed November 17, 2010).
|
10.40D
|
Amendment No. 4 to Note Purchase Agreement (Series 2008-A) dated as of December 23, 2010, by and among Cofina Funding, LLC, as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.40E
|
Amendment No. 5 to Note Purchase Agreement (Series 2008-A) dated as of April 13, 2011, by and among Cofina Funding, LLC, as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.40F
|
Amendment No. 6 to Note Purchase Agreement (Series 2008-A) dated as of April 11, 2012, by and among Cofina Funding, LLC, as the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser. (Incorporated by reference to our Form 10-K for the year ended August 31, 2012, filed November 7, 2012).
|
10.41
|
Stock Transfer Agreement, dated as of November 17, 2011, between CHS Inc. and GROWMARK, Inc. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012).
|
10.42
|
Stock Transfer Agreement, dated as of November 17, 2011, between CHS Inc. and MFA Oil company. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012).
|
10.43
|
Amended and Restated Limited Liability Company Agreement, dated February 1, 2012, between CHS Inc. and Cargill, Incorporated. (Incorporated by reference to our Current Report on Form 8-K, filed February 1, 2012).
|
10.44
|
Note Purchase Agreement between CHS Inc. and certain accredited investors ($500,000,000) dated as of June 9, 2011 (Incorporated by reference to our Current Report on Form 8-K, filed June 13, 2011).
|
10.44A
|
Amendment No. 1 to Note Purchase Agreement dated as of September 4, 2015, between CHS Inc. and the purchasers of notes party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.45
|
Joint venture agreement among CHS Inc., Cargill, Incorporated, and ConAgra Foods, Inc., dated March 4, 2013. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2013, filed July 10, 2013).
|
10.45A
|
Amendment No. 1 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated April 30, 2013. (*)
|
10.45B
|
Amendment No. 2 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated May 31, 2013. (*)
|
10.45C
|
Amendment No. 3 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated July 24, 2013. (*)
|
10.45D
|
Amendment No. 4 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated March 27, 2014. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2014, filed April 3, 2014).
|
10.45E
|
Amendment No. 5 to the joint venture agreement among CHS Inc., Cargill Incorporated, and ConAgra Foods, Inc., dated May 25, 2014. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2014, filed July 9, 2014).
|
10.46
|
Resolutions Amending the Long-Term Incentive Plan. (Incorporated by reference to our Current Report on Form 8-K, filed September 3, 2013). (+)
|
10.47
|
Pre-Export Credit Agreement dated as of September 24, 2013 between CHS Agronegocio Industria e Comercio Ltda., as borrower, CHS Inc., as guarantor, and Credit Agricole Corporate and Investment Bank (Credit Agricole), as administrative agent, Credit Agricole and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and the other syndication parties thereto from time to time. (Incorporated by reference to our Current Report on Form 8-K, filed October 4, 2013).
|
10.47A
|
First Amendment to Pre-Export Credit Agreement dated as of October 9, 2015, among CHS Agronegocio Industria e Comercio Ltda., as borrower, CHS Inc., as guarantor, Credit Agricole Corporate and Investment Bank, as administrative agent, and the lenders party thereto. (*)
|
10.48
|
Supply Agreement dated as of August 11, 2015 between CHS Inc. and CF Industries Nitrogen LLC. (*) (***)
|
10.49
|
2015 Amended and Restated Credit Agreement (5-Year Revolving Loan) dated as of September 4, 2015, by and between CHS Inc., CoBank, ACB, as a syndication party and as the administrative agent for the benefit of all present and future syndication parties, Wells Fargo Bank, National Association, as syndication agent, and the other syndication parties party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.50
|
2015 Credit Agreement (10-Year Term Loan) dated as of September 4, 2015, by and between CHS Inc., CoBank, ACB, as a syndication party and as the administrative agent for the benefit of all present and future syndication parties, and the other syndication parties party thereto. (Incorporated by reference to our Current Report on Form 8-K filed on September 11, 2015).
|
10.51
|
Supplemental Project Milestone Incentive Plan (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2015, filed April 8, 2015). (+)
|
21.1
|
Subsidiaries of the Registrant.(*)
|
23.1
|
Consent of Independent Registered Public Accounting Firm.(*)
|
24.1
|
Power of Attorney.(*)
|
31.1
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(*)
|
31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(*)
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
|
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 Annual Report on Form 10-K for the year ended August 31, 2015 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, (v) the Consolidated Statements of Comprehensive Income, (vi) the Consolidated Statements of Changes in Equity and (vii) the Notes to the Consolidated Financial Statements. (*)
|
(**)
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. CHS hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
|
(***)
|
Portions of Exhibits 2.1 and 10.48 have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
|
By:
|
/s/ Carl M. Casale
|
|
|
Carl M. Casale
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Carl M. Casale
|
|
President and Chief Executive Officer
(principal executive officer)
|
Carl M. Casale
|
|
|
|
|
|
/s/ Timothy Skidmore
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
Timothy Skidmore
|
|
|
|
|
|
/s/ Theresa Egan
|
|
Vice President, Accounting and Corporate Controller
(principal accounting officer)
|
Theresa Egan
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
David Bielenberg
|
|
|
|
|
|
*
|
|
Director
|
Don Anthony
|
|
|
|
|
|
*
|
|
Director
|
Robert Bass
|
|
|
|
|
|
*
|
|
Director
|
Clinton J. Blew
|
|
|
|
|
|
*
|
|
Director
|
Dennis Carlson
|
|
|
|
|
|
*
|
|
Director
|
Curt Eischens
|
|
|
|
|
|
*
|
|
Director
|
Jon Erickson
|
|
|
|
|
|
*
|
|
Director
|
Steve Fritel
|
|
|
|
|
|
*
|
|
Director
|
Alan Holm
|
|
|
|
|
|
*
|
|
Director
|
David Kayser
|
|
|
|
|
|
*
|
|
Director
|
Randy Knecht
|
|
|
|
|
|
*
|
|
Director
|
Greg Kruger
|
|
|
|
|
|
*
|
|
Director
|
Edward Malesich
|
|
|
|
|
|
*
|
|
Director
|
Perry Meyer
|
|
|
|
|
|
*
|
|
Director
|
David Johnsrud
|
|
|
|
|
|
*
|
|
Director
|
Steve Riegel
|
|
|
|
|
|
*
|
|
Director
|
Dan Schurr
|
|
|
|
|
|
*By
|
/s/ Carl M. Casale
|
|
|
Carl M. Casale
Attorney-in-fact
|
|
|
August 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
953,813
|
|
|
$
|
2,133,207
|
|
Receivables
|
2,818,110
|
|
|
2,988,563
|
|
||
Inventories
|
2,652,344
|
|
|
2,760,253
|
|
||
Derivative assets
|
513,441
|
|
|
603,933
|
|
||
Margin deposits
|
273,118
|
|
|
301,045
|
|
||
Supplier advance payments
|
391,504
|
|
|
331,345
|
|
||
Other current assets
|
406,479
|
|
|
279,304
|
|
||
Total current assets
|
8,008,809
|
|
|
9,397,650
|
|
||
Investments
|
1,002,092
|
|
|
923,227
|
|
||
Property, plant and equipment
|
5,192,927
|
|
|
4,180,148
|
|
||
Other assets
|
1,024,484
|
|
|
795,079
|
|
||
Total assets
|
$
|
15,228,312
|
|
|
$
|
15,296,104
|
|
LIABILITIES AND EQUITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable
|
$
|
1,165,378
|
|
|
$
|
1,159,473
|
|
Current portion of long-term debt
|
170,309
|
|
|
201,965
|
|
||
Current portion of mandatorily redeemable noncontrolling interest
|
152,607
|
|
|
65,981
|
|
||
Customer margin deposits and credit balances
|
188,149
|
|
|
265,556
|
|
||
Customer advance payments
|
398,341
|
|
|
602,374
|
|
||
Checks and drafts outstanding
|
123,208
|
|
|
167,846
|
|
||
Accounts payable
|
1,690,094
|
|
|
2,208,211
|
|
||
Derivative liabilities
|
470,769
|
|
|
599,990
|
|
||
Accrued expenses
|
513,578
|
|
|
547,781
|
|
||
Dividends and equities payable
|
384,427
|
|
|
409,961
|
|
||
Total current liabilities
|
5,256,860
|
|
|
6,229,138
|
|
||
Long-term debt
|
1,260,808
|
|
|
1,403,660
|
|
||
Mandatorily redeemable noncontrolling interest
|
—
|
|
|
148,756
|
|
||
Long-term deferred tax liabilities
|
580,835
|
|
|
566,647
|
|
||
Other liabilities
|
460,398
|
|
|
481,059
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Equities:
|
|
|
|
|
|
||
Preferred stock
|
2,167,540
|
|
|
1,190,177
|
|
||
Equity certificates
|
4,099,882
|
|
|
3,816,428
|
|
||
Accumulated other comprehensive loss
|
(214,207
|
)
|
|
(156,757
|
)
|
||
Capital reserves
|
1,604,670
|
|
|
1,598,660
|
|
||
Total CHS Inc. equities
|
7,657,885
|
|
|
6,448,508
|
|
||
Noncontrolling interests
|
11,526
|
|
|
18,336
|
|
||
Total equities
|
7,669,411
|
|
|
6,466,844
|
|
||
Total liabilities and equities
|
$
|
15,228,312
|
|
|
$
|
15,296,104
|
|
|
For the Years Ended August 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
34,582,442
|
|
|
$
|
42,664,033
|
|
|
$
|
44,479,857
|
|
Cost of goods sold
|
33,091,676
|
|
|
41,011,487
|
|
|
42,701,073
|
|
|||
Gross profit
|
1,490,766
|
|
|
1,652,546
|
|
|
1,778,784
|
|
|||
Marketing, general and administrative
|
775,354
|
|
|
602,598
|
|
|
553,623
|
|
|||
Operating earnings
|
715,412
|
|
|
1,049,948
|
|
|
1,225,161
|
|
|||
(Gain) loss on investments
|
(5,239
|
)
|
|
(114,162
|
)
|
|
(182
|
)
|
|||
Interest expense, net
|
60,333
|
|
|
140,253
|
|
|
236,699
|
|
|||
Equity (income) loss from investments
|
(107,850
|
)
|
|
(107,446
|
)
|
|
(97,350
|
)
|
|||
Income before income taxes
|
768,168
|
|
|
1,131,303
|
|
|
1,085,994
|
|
|||
Income taxes
|
(12,165
|
)
|
|
48,296
|
|
|
89,666
|
|
|||
Net income
|
780,333
|
|
|
1,083,007
|
|
|
996,328
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(712
|
)
|
|
1,572
|
|
|
3,942
|
|
|||
Net income attributable to CHS Inc.
|
$
|
781,045
|
|
|
$
|
1,081,435
|
|
|
$
|
992,386
|
|
|
For the Years Ended August 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
780,333
|
|
|
$
|
1,083,007
|
|
|
$
|
996,328
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Postretirement benefit plan activity, net of tax expense (benefit) of $(12,726), $8,410 and $41,007 in 2015, 2014 and 2013, respectively
|
(19,877
|
)
|
|
13,759
|
|
|
63,116
|
|
|||
Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $(154), $1,251 and $603 in 2015, 2014 and 2013, respectively
|
(242
|
)
|
|
2,028
|
|
|
979
|
|
|||
Cash flow hedges, net of tax expense (benefit) of $(1,607), $(8,883) and $9,551 in 2015, 2014 and 2013, respectively
|
(2,602
|
)
|
|
(14,407
|
)
|
|
15,491
|
|
|||
Foreign currency translation adjustment
|
(34,729
|
)
|
|
(1,270
|
)
|
|
(3,866
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(57,450
|
)
|
|
110
|
|
|
75,720
|
|
|||
Comprehensive income
|
722,883
|
|
|
1,083,117
|
|
|
1,072,048
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
(712
|
)
|
|
1,572
|
|
|
3,942
|
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
723,595
|
|
|
$
|
1,081,545
|
|
|
$
|
1,068,106
|
|
|
For the Years Ended August 31, 2015, 2014 and 2013
|
||||||||||||||||||||||||||||||
|
Equity Certificates
|
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|
|
|
|
||||||||||||||||||||
|
Capital
Equity Certificates |
|
Nonpatronage
Equity Certificates |
|
Nonqualified Equity Certificates
|
|
Preferred
Stock |
|
|
Capital
Reserves |
|
Noncontrolling
Interests |
|
Total
Equities |
|||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Balances, August 31, 2012
|
$
|
3,084,335
|
|
|
$
|
23,746
|
|
|
$
|
1,535
|
|
|
$
|
319,368
|
|
|
$
|
(232,587
|
)
|
|
$
|
1,258,944
|
|
|
$
|
17,982
|
|
|
$
|
4,473,323
|
|
Reversal of prior year patronage and redemption estimates
|
(395,144
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
969,862
|
|
|
|
|
|
574,718
|
|
||||||||
Distribution of 2012 patronage refunds
|
595,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(975,969
|
)
|
|
|
|
|
(380,947
|
)
|
||||||||
Redemptions of equities
|
(193,142
|
)
|
|
(232
|
)
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193,413
|
)
|
||||||||
Equities issued
|
14,845
|
|
|
|
|
|
3,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,211
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,544
|
)
|
|
|
|
|
(24,544
|
)
|
||||||||
Other, net
|
(1,241
|
)
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
1,068
|
|
|
(385
|
)
|
|
(587
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
992,386
|
|
|
3,942
|
|
|
996,328
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
75,720
|
|
|
|
|
|
|
|
|
75,720
|
|
||||||||
Estimated 2013 patronage refunds
|
427,155
|
|
|
|
|
|
129,462
|
|
|
|
|
|
|
|
|
(841,386
|
)
|
|
|
|
|
(284,769
|
)
|
||||||||
Estimated 2013 equity redemptions
|
(101,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(101,293
|
)
|
||||||||
Balances, August 31, 2013
|
3,430,537
|
|
|
23,485
|
|
|
134,324
|
|
|
319,368
|
|
|
(156,867
|
)
|
|
1,380,361
|
|
|
21,539
|
|
|
5,152,747
|
|
||||||||
Reversal of prior year patronage and redemption estimates
|
(325,862
|
)
|
|
|
|
|
(129,462
|
)
|
|
|
|
|
|
|
|
841,386
|
|
|
|
|
|
386,062
|
|
||||||||
Distribution of 2013 patronage refunds
|
422,670
|
|
|
|
|
|
131,661
|
|
|
|
|
|
|
|
|
(841,120
|
)
|
|
|
|
|
(286,789
|
)
|
||||||||
Redemptions of equities
|
(99,204
|
)
|
|
(229
|
)
|
|
(176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,609
|
)
|
||||||||
Equities issued
|
14,278
|
|
|
|
|
|
|
|
|
670,809
|
|
|
|
|
|
|
|
|
|
|
|
685,087
|
|
||||||||
Capital equity certificates exchanged for preferred stock
|
(200,000
|
)
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,658
|
)
|
|
|
|
|
(61,658
|
)
|
||||||||
Other, net
|
(1,034
|
)
|
|
|
|
|
(227
|
)
|
|
|
|
|
|
|
|
8,897
|
|
|
(4,775
|
)
|
|
2,861
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,081,435
|
|
|
1,572
|
|
|
1,083,007
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
110
|
|
|
|
|
|
|
|
|
110
|
|
||||||||
Estimated 2014 patronage refunds
|
397,237
|
|
|
|
|
|
148,579
|
|
|
|
|
|
|
|
|
(810,641
|
)
|
|
|
|
|
(264,825
|
)
|
||||||||
Estimated 2014 equity redemptions
|
(130,149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(130,149
|
)
|
||||||||
Balances, August 31, 2014
|
3,508,473
|
|
|
23,256
|
|
|
284,699
|
|
|
1,190,177
|
|
|
(156,757
|
)
|
|
1,598,660
|
|
|
18,336
|
|
|
6,466,844
|
|
||||||||
Reversal of prior year patronage and redemption estimates
|
(267,088
|
)
|
|
|
|
|
(148,579
|
)
|
|
|
|
|
|
|
|
810,641
|
|
|
|
|
|
394,974
|
|
||||||||
Distribution of 2014 patronage refunds
|
402,560
|
|
|
|
|
|
147,710
|
|
|
|
|
|
|
|
|
(821,496
|
)
|
|
|
|
|
(271,226
|
)
|
||||||||
Redemptions of equities
|
(127,707
|
)
|
|
(199
|
)
|
|
(1,021
|
)
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
(128,907
|
)
|
||||||||
Equities issued
|
12,365
|
|
|
|
|
|
|
|
|
977,363
|
|
|
|
|
|
|
|
|
|
|
|
989,728
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145,723
|
)
|
|
|
|
|
(145,723
|
)
|
||||||||
Other, net
|
(2,723
|
)
|
|
|
|
|
119
|
|
|
|
|
|
|
|
|
6,967
|
|
|
(6,098
|
)
|
|
(1,735
|
)
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
781,045
|
|
|
(712
|
)
|
|
780,333
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(57,450
|
)
|
|
|
|
|
|
|
|
(57,450
|
)
|
||||||||
Estimated 2015 patronage refunds
|
375,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(625,444
|
)
|
|
|
|
|
(250,177
|
)
|
||||||||
Estimated 2015 equity redemptions
|
(107,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,250
|
)
|
||||||||
Balances, August 31, 2015
|
$
|
3,793,897
|
|
|
$
|
23,057
|
|
|
$
|
282,928
|
|
|
$
|
2,167,540
|
|
|
$
|
(214,207
|
)
|
|
$
|
1,604,670
|
|
|
$
|
11,526
|
|
|
$
|
7,669,411
|
|
|
For the Years Ended August 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income including noncontrolling interests
|
$
|
780,333
|
|
|
$
|
1,083,007
|
|
|
$
|
996,328
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
355,422
|
|
|
306,247
|
|
|
276,580
|
|
|||
Amortization of deferred major repair costs
|
45,953
|
|
|
45,070
|
|
|
34,847
|
|
|||
(Income) loss from equity investments
|
(107,850
|
)
|
|
(107,446
|
)
|
|
(97,350
|
)
|
|||
Distributions from equity investments
|
80,917
|
|
|
79,685
|
|
|
62,761
|
|
|||
Noncash patronage dividends received
|
(13,035
|
)
|
|
(16,452
|
)
|
|
(16,644
|
)
|
|||
(Gain) loss on sale of property, plant and equipment
|
(7,350
|
)
|
|
3,316
|
|
|
(6,234
|
)
|
|||
(Gain) loss on investments
|
(5,239
|
)
|
|
(114,162
|
)
|
|
(182
|
)
|
|||
Unrealized (gain) loss on crack spread contingent liability
|
(36,310
|
)
|
|
(19,217
|
)
|
|
23,109
|
|
|||
Long-lived asset impairment
|
103,723
|
|
|
74,452
|
|
|
—
|
|
|||
Deferred taxes
|
30,304
|
|
|
(24,397
|
)
|
|
92,717
|
|
|||
Other, net
|
3,681
|
|
|
7,777
|
|
|
5,714
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Receivables
|
317,119
|
|
|
110,133
|
|
|
(105,899
|
)
|
|||
Inventories
|
71,073
|
|
|
(37,792
|
)
|
|
557,331
|
|
|||
Derivative assets
|
100,715
|
|
|
(123,132
|
)
|
|
610,023
|
|
|||
Margin deposits
|
(8,534
|
)
|
|
39,861
|
|
|
812,616
|
|
|||
Supplier advance payments
|
3,127
|
|
|
67,688
|
|
|
286,379
|
|
|||
Other current assets and other long-term assets
|
(87,426
|
)
|
|
(19,694
|
)
|
|
(36,749
|
)
|
|||
Customer margin deposits and credit balances
|
(106,788
|
)
|
|
(34,051
|
)
|
|
(509,548
|
)
|
|||
Customer advance payments
|
(223,463
|
)
|
|
164,021
|
|
|
(260,449
|
)
|
|||
Accounts payable and accrued expenses
|
(558,120
|
)
|
|
(189,803
|
)
|
|
13,258
|
|
|||
Derivative liabilities
|
(134,033
|
)
|
|
134,925
|
|
|
(276,473
|
)
|
|||
Other liabilities
|
(34,209
|
)
|
|
11,208
|
|
|
10,815
|
|
|||
Net cash provided by (used in) operating activities
|
570,010
|
|
|
1,441,244
|
|
|
2,472,950
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(1,186,790
|
)
|
|
(919,076
|
)
|
|
(619,883
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
11,347
|
|
|
11,724
|
|
|
7,727
|
|
|||
Expenditures for major repairs
|
(201,688
|
)
|
|
(2,930
|
)
|
|
(73,552
|
)
|
|||
Investments in joint ventures and other
|
(64,259
|
)
|
|
(80,140
|
)
|
|
(21,364
|
)
|
|||
Investments redeemed
|
19,927
|
|
|
138,485
|
|
|
13,021
|
|
|||
Changes in notes receivable
|
(184,067
|
)
|
|
(184,060
|
)
|
|
211,935
|
|
|||
Business acquisitions, net of cash acquired
|
(305,213
|
)
|
|
(281,490
|
)
|
|
(12,711
|
)
|
|||
Other investing activities, net
|
2,075
|
|
|
1,092
|
|
|
(492
|
)
|
|||
Net cash provided by (used in) investing activities
|
(1,908,668
|
)
|
|
(1,316,395
|
)
|
|
(495,319
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Changes in notes payable
|
19,265
|
|
|
247,639
|
|
|
85,910
|
|
|||
Long-term debt borrowings
|
3,546
|
|
|
1,426
|
|
|
280,000
|
|
|||
Principal payments on long-term debt
|
(170,729
|
)
|
|
(157,770
|
)
|
|
(113,583
|
)
|
|||
Principal payments on capital lease obligations
|
(38,902
|
)
|
|
(39,871
|
)
|
|
(35,387
|
)
|
|||
Mandatorily redeemable noncontrolling interest payments
|
(65,981
|
)
|
|
(65,981
|
)
|
|
(65,981
|
)
|
|||
Payments for bank fees
|
—
|
|
|
—
|
|
|
(9,593
|
)
|
|||
Payments on crack spread contingent liability
|
—
|
|
|
(8,670
|
)
|
|
—
|
|
|||
Changes in checks and drafts outstanding
|
(43,353
|
)
|
|
(17,815
|
)
|
|
(20,392
|
)
|
|||
Preferred stock issued
|
1,010,000
|
|
|
702,979
|
|
|
—
|
|
|||
Preferred stock issuance costs
|
(32,637
|
)
|
|
(23,672
|
)
|
|
(295
|
)
|
|||
Preferred stock dividends paid
|
(133,710
|
)
|
|
(50,761
|
)
|
|
(24,544
|
)
|
|||
Redemptions of equities
|
(128,907
|
)
|
|
(99,609
|
)
|
|
(193,413
|
)
|
|||
Cash patronage dividends paid
|
(271,226
|
)
|
|
(286,789
|
)
|
|
(380,947
|
)
|
|||
Other financing activities, net
|
6,462
|
|
|
344
|
|
|
262
|
|
|||
Net cash provided by (used in) financing activities
|
153,828
|
|
|
201,450
|
|
|
(477,963
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
5,436
|
|
|
(1,624
|
)
|
|
(5,165
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(1,179,394
|
)
|
|
324,675
|
|
|
1,494,503
|
|
|||
Cash and cash equivalents at beginning of period
|
2,133,207
|
|
|
1,808,532
|
|
|
314,029
|
|
|||
Cash and cash equivalents at end of period
|
$
|
953,813
|
|
|
$
|
2,133,207
|
|
|
$
|
1,808,532
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Trade accounts receivable
|
$
|
1,793,147
|
|
|
$
|
2,153,929
|
|
CHS Capital short-term notes receivable
|
791,413
|
|
|
633,475
|
|
||
Other
|
339,995
|
|
|
304,798
|
|
||
|
2,924,555
|
|
|
3,092,202
|
|
||
Less allowances and reserves
|
106,445
|
|
|
103,639
|
|
||
Total receivables
|
$
|
2,818,110
|
|
|
$
|
2,988,563
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Grain and oilseed
|
$
|
966,923
|
|
|
$
|
961,327
|
|
Energy
|
785,116
|
|
|
875,719
|
|
||
Crop nutrients
|
369,105
|
|
|
374,023
|
|
||
Feed and farm supplies
|
465,744
|
|
|
448,454
|
|
||
Processed grain and oilseed
|
48,078
|
|
|
84,498
|
|
||
Other
|
17,378
|
|
|
16,232
|
|
||
Total inventories
|
$
|
2,652,344
|
|
|
$
|
2,760,253
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Current assets
|
$
|
1,892,563
|
|
|
$
|
1,765,992
|
|
Non-current assets
|
2,388,757
|
|
|
2,397,231
|
|
||
Current liabilities
|
968,104
|
|
|
838,031
|
|
||
Non-current liabilities
|
881,312
|
|
|
912,636
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
9,071,438
|
|
|
$
|
8,796,648
|
|
|
$
|
7,929,731
|
|
Gross profit
|
754,384
|
|
|
562,053
|
|
|
467,955
|
|
|||
Net earnings
|
313,668
|
|
|
266,354
|
|
|
149,573
|
|
|||
Earnings attributable to CHS Inc.
|
81,103
|
|
|
83,023
|
|
|
80,905
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Land and land improvements
|
$
|
233,666
|
|
|
$
|
212,609
|
|
Buildings
|
838,386
|
|
|
691,273
|
|
||
Machinery and equipment
|
5,563,370
|
|
|
4,792,352
|
|
||
Office and other
|
163,026
|
|
|
133,599
|
|
||
Construction in progress
|
1,337,633
|
|
|
1,018,011
|
|
||
|
8,136,081
|
|
|
6,847,844
|
|
||
Less accumulated depreciation and amortization
|
2,943,154
|
|
|
2,667,696
|
|
||
Total property, plant and equipment
|
$
|
5,192,927
|
|
|
$
|
4,180,148
|
|
|
(Dollars in thousands)
|
||
2016
|
$
|
41,069
|
|
2017
|
34,924
|
|
|
2018
|
25,259
|
|
|
2019
|
14,281
|
|
|
2020
|
6,241
|
|
|
Thereafter
|
14,521
|
|
|
Total minimum future lease payments
|
136,295
|
|
|
Less amount representing interest
|
10,401
|
|
|
Present value of net minimum lease payments
|
$
|
125,894
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Goodwill
|
$
|
150,115
|
|
|
$
|
158,696
|
|
Customer lists, trademarks and other intangible assets
|
50,648
|
|
|
55,454
|
|
||
Notes receivable
|
197,067
|
|
|
166,901
|
|
||
Long-term receivable
|
35,191
|
|
|
40,718
|
|
||
Prepaid pension and other benefits
|
138,497
|
|
|
186,342
|
|
||
Capitalized major maintenance
|
241,588
|
|
|
67,643
|
|
||
Other
|
211,378
|
|
|
119,325
|
|
||
|
$
|
1,024,484
|
|
|
$
|
795,079
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balances, August 31, 2013
|
$
|
552
|
|
|
$
|
77,613
|
|
|
$
|
6,898
|
|
|
$
|
85,063
|
|
Goodwill acquired during the period
|
—
|
|
|
72,913
|
|
|
—
|
|
|
72,913
|
|
||||
Effect of foreign currency translation adjustments
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
||||
Balances, August 31, 2014
|
$
|
552
|
|
|
$
|
151,246
|
|
|
$
|
6,898
|
|
|
$
|
158,696
|
|
Goodwill acquired during the period
(1)
|
—
|
|
|
(3,283
|
)
|
|
—
|
|
|
(3,283
|
)
|
||||
Effect of foreign currency translation adjustments
|
—
|
|
|
(5,298
|
)
|
|
—
|
|
|
(5,298
|
)
|
||||
Balances, August 31, 2015
|
$
|
552
|
|
|
$
|
142,665
|
|
|
$
|
6,898
|
|
|
$
|
150,115
|
|
|
August 31, 2015
|
|
August 31, 2014
|
||||||||||||||||||||
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Customer lists
|
$
|
70,925
|
|
|
$
|
(30,831
|
)
|
|
$
|
40,094
|
|
|
$
|
69,862
|
|
|
$
|
(26,114
|
)
|
|
$
|
43,748
|
|
Trademarks and other intangible assets
|
42,688
|
|
|
(32,134
|
)
|
|
10,554
|
|
|
41,293
|
|
|
(29,587
|
)
|
|
11,706
|
|
||||||
Total intangible assets
|
$
|
113,613
|
|
|
$
|
(62,965
|
)
|
|
$
|
50,648
|
|
|
$
|
111,155
|
|
|
$
|
(55,701
|
)
|
|
$
|
55,454
|
|
|
Balance at
Beginning of Year |
|
Cost
Deferred |
|
Amortization
|
|
Balance at
End of Year |
||||||||
|
(Dollars in thousands)
|
||||||||||||||
2015
|
$
|
67,643
|
|
|
$
|
219,898
|
|
|
$
|
(45,953
|
)
|
|
$
|
241,588
|
|
2014
|
109,408
|
|
|
3,305
|
|
|
(45,070
|
)
|
|
67,643
|
|
||||
2013
|
70,554
|
|
|
73,701
|
|
|
(34,847
|
)
|
|
109,408
|
|
|
|
Weighted-average Interest Rate
|
|
|
|
|
||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
(Dollars in thousands)
|
||||||
Notes payable
(a)
|
|
2.33%
|
|
1.69%
|
|
$
|
813,717
|
|
|
$
|
840,699
|
|
CHS Capital notes payable
(b)
|
|
1.05%
|
|
1.07%
|
|
351,661
|
|
|
318,774
|
|
||
Total notes payable
|
|
$
|
1,165,378
|
|
|
$
|
1,159,473
|
|
(a)
|
On August 31, 2015, our primary committed line of credit was a
$2.5 billion
five-year, unsecured revolving credit facility with a syndication of domestic and international banks, with
no
amounts outstanding as of that date. In September 2015 this facility was amended and restated as a five-year, unsecured revolving credit facility with a committed amount of
$3.0 billion
that expires in September 2020. In addition to our primary revolving line of credit, we have a three-year
$250.0 million
committed revolving pre-export credit facility for CHS Agronegocio Industria e Comercio Ltda ("CHS Agronegocio"), our wholly-owned subsidiary, to provide financing for its working capital needs arising from its purchases and sales of grains, fertilizers and other agricultural products which expires in October 2016. The outstanding balance on this facility was
$200.0 million
as of August 31, 2015.
|
(b)
|
Cofina Funding, LLC ("Cofina Funding"), a wholly-owned subsidiary of CHS Capital, has available credit totaling
$350.0 million
as of
August 31, 2015
, under note purchase agreements with various purchasers, through the issuance of short-term notes payable. CHS Capital sells eligible commercial loans receivable it has originated to Cofina Funding, which are then pledged as collateral under the note purchase agreements. The notes payable issued by Cofina Funding bear interest at variable rates based on commercial paper with a weighted average rate of
1.04%
as of
August 31, 2015
. There were
no
borrowings by Cofina Funding utilizing the issuance of commercial paper under the note purchase agreements as of
August 31, 2015
.
|
|
|
|
2015
|
|
2014
|
||||
|
|
|
(Dollars in thousands)
|
||||||
5.59% unsecured revolving term loans from cooperative and other banks, due in equal installments beginning in 2013 through 2018
|
|
$
|
75,000
|
|
|
$
|
105,000
|
|
|
6.18% unsecured notes $400 million face amount, due in equal installments beginning in 2014 through 2018
|
|
240,000
|
|
|
320,000
|
|
|||
5.60% unsecured notes $60 million face amount, due in equal installments beginning in 2012 through 2018
|
|
23,077
|
|
|
32,308
|
|
|||
5.25% unsecured notes $125 million face amount, due in equal installments beginning in 2011 through 2015
|
|
—
|
|
|
25,000
|
|
|||
5.78% unsecured notes $50 million face amount, due in equal installments beginning in 2014 through 2018
|
|
30,000
|
|
|
40,000
|
|
|||
4.00% unsecured notes $100 million face amount, due in equal installments beginning in 2017 through 2021
|
|
100,000
|
|
|
100,000
|
|
|||
4.08% unsecured notes $130 million face amount, due in 2019
(a)
|
|
132,161
|
|
|
130,840
|
|
|||
4.52% unsecured notes $160 million face amount, due in 2021
(a)
|
|
164,654
|
|
|
160,000
|
|
|||
4.67% unsecured notes $130 million face amount, due in 2023
(a)
|
|
135,422
|
|
|
133,360
|
|
|||
3.85% unsecured notes $80 million face amount, due in 2025
|
|
80,000
|
|
|
80,000
|
|
|||
3.80% unsecured notes $100 million face amount, due in 2025
|
|
100,000
|
|
|
100,000
|
|
|||
4.82% unsecured notes $80 million face amount, due in 2026
|
|
80,000
|
|
|
80,000
|
|
|||
4.71% unsecured notes $100 million face amount, due in 2033
|
|
100,000
|
|
|
100,000
|
|
|||
Other notes and contracts with interest rates from 1.30% to 15.25%
(b)
|
|
44,909
|
|
|
43,751
|
|
|||
Capital lease obligations
|
|
125,894
|
|
|
155,366
|
|
|||
Total long-term debt
|
|
1,431,117
|
|
|
1,605,625
|
|
|||
Less current portion
|
|
170,309
|
|
|
201,965
|
|
|||
Long-term portion
|
|
$
|
1,260,808
|
|
|
$
|
1,403,660
|
|
(a)
|
We have entered into interest rate swaps designated as fair value hedging relationships with these notes. Changes in the fair value of the swaps are recorded each period with a corresponding adjustment to the carrying value of the debt. See Note 12,
Derivative Financial Instruments and Hedging Activities
for more information.
|
(b)
|
Other notes and contracts payable of
$0.5 million
were collateralized on
August 31, 2015
.
|
|
(Dollars in thousands)
|
||
2016
|
$
|
129,994
|
|
2017
|
149,932
|
|
|
2018
|
161,596
|
|
|
2019
|
150,098
|
|
|
2020
|
31,340
|
|
|
Thereafter
|
670,400
|
|
|
Total
|
$
|
1,293,360
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest expense
|
$
|
93,152
|
|
|
$
|
84,925
|
|
|
$
|
104,403
|
|
Interest - purchase of CHS McPherson noncontrolling interests
|
34,810
|
|
|
70,843
|
|
|
149,087
|
|
|||
Capitalized interest
|
(57,303
|
)
|
|
(8,528
|
)
|
|
(10,579
|
)
|
|||
Interest income
|
(10,326
|
)
|
|
(6,987
|
)
|
|
(6,212
|
)
|
|||
Interest expense, net
|
$
|
60,333
|
|
|
$
|
140,253
|
|
|
$
|
236,699
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(47,695
|
)
|
|
$
|
38,653
|
|
|
$
|
(18,018
|
)
|
State
|
3,891
|
|
|
31,203
|
|
|
11,805
|
|
|||
Foreign
|
1,335
|
|
|
2,837
|
|
|
3,162
|
|
|||
|
(42,469
|
)
|
|
72,693
|
|
|
(3,051
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
29,348
|
|
|
(23,444
|
)
|
|
92,102
|
|
|||
State
|
(2,799
|
)
|
|
(1,893
|
)
|
|
1,685
|
|
|||
Foreign
|
3,755
|
|
|
940
|
|
|
(1,070
|
)
|
|||
|
30,304
|
|
|
(24,397
|
)
|
|
92,717
|
|
|||
Total
|
$
|
(12,165
|
)
|
|
$
|
48,296
|
|
|
$
|
89,666
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accrued expenses
|
$
|
96,270
|
|
|
$
|
76,255
|
|
Postretirement health care and deferred compensation
|
89,934
|
|
|
83,346
|
|
||
Tax credit carryforwards
|
109,756
|
|
|
70,881
|
|
||
Loss carryforwards
|
85,860
|
|
|
53,793
|
|
||
Other
|
68,625
|
|
|
52,956
|
|
||
Deferred tax assets valuation
|
(98,024
|
)
|
|
(111,509
|
)
|
||
Total deferred tax assets
|
352,421
|
|
|
225,722
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Pension
|
20,732
|
|
|
12,855
|
|
||
Investments
|
98,291
|
|
|
88,425
|
|
||
Major maintenance
|
36,135
|
|
|
26,020
|
|
||
Property, plant and equipment
|
654,057
|
|
|
576,007
|
|
||
Other
|
25,836
|
|
|
—
|
|
||
Total deferred tax liabilities
|
835,051
|
|
|
703,307
|
|
||
Net deferred tax liabilities
|
$
|
482,630
|
|
|
$
|
477,585
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
(0.5
|
)
|
|
1.6
|
|
|
0.9
|
|
Patronage earnings
|
(29.0
|
)
|
|
(20.5
|
)
|
|
(22.9
|
)
|
Domestic production activities deduction
|
(5.6
|
)
|
|
(10.0
|
)
|
|
(8.5
|
)
|
Export activities at rates other than the U.S. statutory rate
|
(0.2
|
)
|
|
1.2
|
|
|
0.6
|
|
Valuation allowance
|
(0.1
|
)
|
|
1.7
|
|
|
2.3
|
|
Tax credits
|
(0.8
|
)
|
|
(3.1
|
)
|
|
(0.5
|
)
|
Non-controlling interests
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Other
|
(0.4
|
)
|
|
(1.6
|
)
|
|
1.5
|
|
Effective tax rate
|
(1.6
|
)%
|
|
4.3
|
%
|
|
8.3
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at beginning of period
|
$
|
72,181
|
|
|
$
|
67,271
|
|
|
$
|
67,271
|
|
Additions attributable to prior year tax positions
|
—
|
|
|
35,718
|
|
|
—
|
|
|||
Reductions attributable to prior year tax positions
|
—
|
|
|
(9,867
|
)
|
|
—
|
|
|||
Reductions attributable to statute expiration
|
—
|
|
|
(20,941
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
72,181
|
|
|
$
|
72,181
|
|
|
$
|
67,271
|
|
|
|
NASDAQ symbol
|
|
Issuance date
|
|
Shares outstanding
|
|
Redemption value
|
|
Net proceeds
|
|
Dividend rate
|
|
Dividend payment frequency
|
|
Redeemable beginning (a)
|
||||||
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||||
8% Cumulative Redeemable
|
|
CHSCP
|
|
(b)
|
|
12,272,003
|
|
|
$
|
306.8
|
|
|
$
|
311.2
|
|
|
8
|
%
|
|
Quarterly
|
|
7/18/2023
|
Class B Cumulative Redeemable Series 1
|
|
CHSCO
|
|
(c)
|
|
18,071,363
|
|
|
$
|
451.8
|
|
|
$
|
472.8
|
|
|
7.875
|
%
|
|
Quarterly
|
|
9/26/2023
|
Class B Reset Rate Cumulative Redeemable Series 2
|
|
CHSCN
|
|
3/11/2014
|
|
16,800,000
|
|
|
$
|
420.0
|
|
|
$
|
406.2
|
|
|
(d)
|
|
|
Quarterly
|
|
3/31/2024
|
Class B Reset Rate Cumulative Redeemable Series 3
|
|
CHSCM
|
|
9/15/2014
|
|
19,700,000
|
|
|
$
|
492.5
|
|
|
$
|
476.7
|
|
|
(e)
|
|
|
Quarterly
|
|
9/30/2024
|
Class B Cumulative Redeemable Series 4
|
|
CHSCL
|
|
1/21/2015
|
|
20,700,000
|
|
|
$
|
517.5
|
|
|
$
|
501.0
|
|
|
7.5
|
%
|
|
Quarterly
|
|
1/21/2025
|
(a)
|
Preferred stock is redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of
$25.00
per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
|
(b)
|
The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003-2010.
|
(c)
|
11,319,175
shares of Class B Series 1 Preferred Stock were issued on September 26, 2013 and an additional
6,752,188
shares were issued on August 25, 2014.
|
(d)
|
The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of
7.10%
per year until March 31, 2024, and then at a rate equal to the three-month LIBOR plus
4.298%
, not to exceed
8.00%
per annum, subsequent to March 31, 2024.
|
(e)
|
The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of
6.75%
per year until September 30, 2024, and then at a rate equal to the three-month LIBOR plus
4.155%
, not to exceed
8.00%
per annum, subsequent to September 30, 2024.
|
|
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, 2012
|
$
|
(228,727
|
)
|
|
$
|
1,391
|
|
|
$
|
(3,806
|
)
|
|
$
|
(1,445
|
)
|
|
$
|
(232,587
|
)
|
Current period other comprehensive income (loss), net of tax
|
46,471
|
|
|
979
|
|
|
15,491
|
|
|
(3,866
|
)
|
|
59,075
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
16,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,645
|
|
|||||
Net other comprehensive income (loss), net of tax
|
63,116
|
|
|
979
|
|
|
15,491
|
|
|
(3,866
|
)
|
|
75,720
|
|
|||||
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
|
(90
|
)
|
|
2,028
|
|
|
(6,011
|
)
|
|
(1,957
|
)
|
|
(6,030
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
13,849
|
|
|
—
|
|
|
(8,396
|
)
|
|
687
|
|
|
6,140
|
|
|||||
Net other comprehensive income (loss), net of tax
|
13,759
|
|
|
2,028
|
|
|
(14,407
|
)
|
|
(1,270
|
)
|
|
110
|
|
|||||
Balance as of August 31, 2014
|
(151,852
|
)
|
|
4,398
|
|
|
(2,722
|
)
|
|
(6,581
|
)
|
|
(156,757
|
)
|
|||||
Current period other comprehensive income (loss), net of tax
|
(33,238
|
)
|
|
(242
|
)
|
|
(3,394
|
)
|
|
(34,729
|
)
|
|
(71,603
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
13,361
|
|
|
—
|
|
|
792
|
|
|
—
|
|
|
14,153
|
|
|||||
Net other comprehensive income (loss), net of tax
|
(19,877
|
)
|
|
(242
|
)
|
|
(2,602
|
)
|
|
(34,729
|
)
|
|
(57,450
|
)
|
|||||
Balance as of August 31, 2015
|
$
|
(171,729
|
)
|
|
$
|
4,156
|
|
|
$
|
(5,324
|
)
|
|
$
|
(41,310
|
)
|
|
$
|
(214,207
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation at beginning of period
|
$
|
720,893
|
|
|
$
|
641,284
|
|
|
$
|
37,983
|
|
|
$
|
36,225
|
|
|
$
|
44,318
|
|
|
$
|
45,542
|
|
Service cost
|
36,006
|
|
|
30,417
|
|
|
875
|
|
|
860
|
|
|
1,513
|
|
|
1,729
|
|
||||||
Interest cost
|
28,046
|
|
|
29,900
|
|
|
1,414
|
|
|
1,660
|
|
|
1,489
|
|
|
1,918
|
|
||||||
Actuarial (gain) loss
|
20,993
|
|
|
1,973
|
|
|
393
|
|
|
393
|
|
|
1,563
|
|
|
(4,135
|
)
|
||||||
Assumption change
|
(16,297
|
)
|
|
57,406
|
|
|
(1,082
|
)
|
|
2,421
|
|
|
(5,136
|
)
|
|
1,425
|
|
||||||
Plan amendments
|
—
|
|
|
647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(58,846
|
)
|
|
(40,734
|
)
|
|
(684
|
)
|
|
(3,576
|
)
|
|
(1,750
|
)
|
|
(2,161
|
)
|
||||||
Benefit obligation at end of period
|
$
|
730,795
|
|
|
$
|
720,893
|
|
|
$
|
33,184
|
|
|
$
|
37,983
|
|
|
$
|
41,997
|
|
|
$
|
44,318
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
$
|
822,125
|
|
|
$
|
730,628
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gain (loss) on plan assets
|
(6,065
|
)
|
|
106,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
39,165
|
|
|
25,700
|
|
|
6,399
|
|
|
3,576
|
|
|
1,750
|
|
|
2,161
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(58,846
|
)
|
|
(40,734
|
)
|
|
(684
|
)
|
|
(3,576
|
)
|
|
(1,750
|
)
|
|
(2,161
|
)
|
||||||
Fair value of plan assets at end of period
|
$
|
796,379
|
|
|
$
|
822,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of period
|
$
|
65,584
|
|
|
$
|
101,232
|
|
|
$
|
(33,184
|
)
|
|
$
|
(37,983
|
)
|
|
$
|
(41,997
|
)
|
|
$
|
(44,318
|
)
|
Amounts recognized on balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-current assets
|
$
|
65,927
|
|
|
$
|
103,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
—
|
|
|
—
|
|
|
(1,752
|
)
|
|
(3,222
|
)
|
|
(2,708
|
)
|
|
(2,787
|
)
|
||||||
Non-current liabilities
|
(343
|
)
|
|
(1,893
|
)
|
|
(31,432
|
)
|
|
(34,761
|
)
|
|
(39,289
|
)
|
|
(41,531
|
)
|
||||||
Ending balance
|
$
|
65,584
|
|
|
$
|
101,232
|
|
|
$
|
(33,184
|
)
|
|
$
|
(37,983
|
)
|
|
$
|
(41,997
|
)
|
|
$
|
(44,318
|
)
|
Amounts recognized in accumulated other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
$
|
5,217
|
|
|
$
|
6,848
|
|
|
$
|
631
|
|
|
$
|
859
|
|
|
$
|
(472
|
)
|
|
$
|
(592
|
)
|
Net (gain) loss
|
276,450
|
|
|
235,564
|
|
|
9,161
|
|
|
12,542
|
|
|
(10,409
|
)
|
|
(7,573
|
)
|
||||||
Ending balance
|
$
|
281,667
|
|
|
$
|
242,412
|
|
|
$
|
9,792
|
|
|
$
|
13,401
|
|
|
$
|
(10,881
|
)
|
|
$
|
(8,165
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service cost
|
$
|
36,006
|
|
|
$
|
30,417
|
|
|
$
|
31,387
|
|
|
$
|
875
|
|
|
$
|
860
|
|
|
$
|
721
|
|
|
$
|
1,513
|
|
|
$
|
1,729
|
|
|
$
|
2,936
|
|
Interest cost
|
28,046
|
|
|
29,900
|
|
|
25,445
|
|
|
1,414
|
|
|
1,660
|
|
|
1,316
|
|
|
1,489
|
|
|
1,918
|
|
|
2,275
|
|
|||||||||
Expected return on assets
|
(49,746
|
)
|
|
(47,655
|
)
|
|
(49,728
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement of retiree obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
1,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service cost (credit) amortization
|
1,631
|
|
|
1,593
|
|
|
1,597
|
|
|
228
|
|
|
229
|
|
|
228
|
|
|
(426
|
)
|
|
(493
|
)
|
|
(120
|
)
|
|||||||||
Actuarial loss amortization
|
19,621
|
|
|
18,228
|
|
|
22,615
|
|
|
1,058
|
|
|
957
|
|
|
921
|
|
|
(431
|
)
|
|
(180
|
)
|
|
1,104
|
|
|||||||||
Transition amount amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|||||||||
Net periodic benefit cost
|
$
|
35,558
|
|
|
$
|
32,483
|
|
|
$
|
31,316
|
|
|
$
|
5,210
|
|
|
$
|
3,706
|
|
|
$
|
3,186
|
|
|
$
|
2,145
|
|
|
$
|
2,974
|
|
|
$
|
6,757
|
|
Weighted-average assumptions to determine the net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.00
|
%
|
|
4.80
|
%
|
|
3.80
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
|
4.25
|
%
|
|
4.20
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|||||||||
Expected return on plan assets
|
6.50
|
%
|
|
6.75
|
%
|
|
7.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Rate of compensation increase
|
4.90
|
%
|
|
4.85
|
%
|
|
4.50
|
%
|
|
5.15
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Weighted-average assumptions to determine the benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.20
|
%
|
|
4.00
|
%
|
|
4.80
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.60
|
%
|
|
3.75
|
%
|
|||||||||
Rate of compensation increase
|
4.90
|
%
|
|
4.90
|
%
|
|
4.85
|
%
|
|
4.80
|
%
|
|
4.80
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other
Benefits
|
||||||
|
(Dollars in thousands)
|
||||||||||
Amortization of prior service cost (benefit)
|
$
|
1,626
|
|
|
$
|
228
|
|
|
$
|
(120
|
)
|
Amortization of net actuarial (gain) loss
|
19,017
|
|
|
692
|
|
|
(464
|
)
|
|
1% Increase
|
|
1% Decrease
|
||||
|
(Dollars in thousands)
|
||||||
Effect on total of service and interest cost components
|
$
|
500
|
|
|
$
|
(380
|
)
|
Effect on postretirement benefit obligation
|
3,600
|
|
|
(3,200
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||
|
|
|
Gross
|
||||||||
|
(Dollars in thousands)
|
||||||||||
2016
|
$
|
37,593
|
|
|
$
|
1,753
|
|
|
$
|
2,708
|
|
2017
|
48,935
|
|
|
2,292
|
|
|
2,781
|
|
|||
2018
|
52,646
|
|
|
1,981
|
|
|
2,909
|
|
|||
2019
|
52,565
|
|
|
2,552
|
|
|
3,017
|
|
|||
2020
|
55,026
|
|
|
2,939
|
|
|
3,175
|
|
|||
2021-2025
|
307,130
|
|
|
23,288
|
|
|
16,831
|
|
•
|
optimization of the long-term returns on plan assets at an acceptable level of risk
|
•
|
maintenance of a broad diversification across asset classes and among investment managers
|
•
|
focus on long-term return objectives
|
|
2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
4,882
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,882
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
91,619
|
|
|
—
|
|
|
—
|
|
|
91,619
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
194,463
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
133,556
|
|
|
20,560
|
|
|
—
|
|
|
154,116
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
296,684
|
|
||||
Partnership and joint venture interests measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
52,640
|
|
||||
Other assets measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
||||
Total
|
$
|
230,057
|
|
|
$
|
20,560
|
|
|
$
|
—
|
|
|
$
|
796,379
|
|
|
2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
4,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,218
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
84,830
|
|
|
18,085
|
|
|
—
|
|
|
102,915
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
48,400
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
138,458
|
|
|
8,726
|
|
|
—
|
|
|
147,184
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
479,800
|
|
||||
Partnership and joint venture interests measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
37,649
|
|
||||
Other assets measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,959
|
|
||||
Total
|
$
|
227,506
|
|
|
$
|
26,811
|
|
|
$
|
—
|
|
|
$
|
822,125
|
|
(1)
|
In accordance with ASC Topic 820-10,
Fair Value Measurements
, certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and
|
•
|
If we choose to stop participating in the multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
Contributions of CHS
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||||||
Plan Name
|
|
EIN/Plan Number
|
|
2015
|
|
2014
|
|
2013
|
|
Surcharge Imposed
|
|
Expiration Date of Collective Bargaining Agreement
|
||||||
Co-op Retirement Plan
|
|
01-0689331 / 001
|
|
$
|
2,021
|
|
|
$
|
2,079
|
|
|
$
|
2,095
|
|
|
N/A
|
|
N/A
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
For the year ended August 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
8,694,326
|
|
|
$
|
26,311,350
|
|
|
$
|
74,828
|
|
|
$
|
(498,062
|
)
|
|
$
|
34,582,442
|
|
Operating earnings
|
523,451
|
|
|
190,860
|
|
|
1,101
|
|
|
—
|
|
|
715,412
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
(2,875
|
)
|
|
(2,364
|
)
|
|
—
|
|
|
(5,239
|
)
|
|||||
Interest expense, net
|
(12,350
|
)
|
|
56,380
|
|
|
16,303
|
|
|
—
|
|
|
60,333
|
|
|||||
Equity (income) loss from investments
|
(2,330
|
)
|
|
(12,293
|
)
|
|
(93,227
|
)
|
|
—
|
|
|
(107,850
|
)
|
|||||
Income before income taxes
|
$
|
538,131
|
|
|
$
|
149,648
|
|
|
$
|
80,389
|
|
|
$
|
—
|
|
|
$
|
768,168
|
|
Intersegment revenues
|
$
|
(483,989
|
)
|
|
$
|
(11,403
|
)
|
|
$
|
(2,670
|
)
|
|
$
|
498,062
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
696,825
|
|
|
$
|
417,950
|
|
|
$
|
72,015
|
|
|
$
|
—
|
|
|
$
|
1,186,790
|
|
Depreciation and amortization
|
$
|
148,292
|
|
|
$
|
192,438
|
|
|
$
|
14,692
|
|
|
$
|
—
|
|
|
$
|
355,422
|
|
Total assets as of August 31, 2015
|
$
|
4,624,471
|
|
|
$
|
7,814,689
|
|
|
$
|
2,789,152
|
|
|
$
|
—
|
|
|
$
|
15,228,312
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
For the year ended August 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
12,181,212
|
|
|
$
|
31,022,507
|
|
|
$
|
73,827
|
|
|
$
|
(613,513
|
)
|
|
$
|
42,664,033
|
|
Operating earnings
|
793,924
|
|
|
249,944
|
|
|
6,080
|
|
|
—
|
|
|
1,049,948
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
(1,949
|
)
|
|
(112,213
|
)
|
|
—
|
|
|
(114,162
|
)
|
|||||
Interest expense, net
|
69,522
|
|
|
60,742
|
|
|
9,989
|
|
|
—
|
|
|
140,253
|
|
|||||
Equity (income) loss from investments
|
(4,014
|
)
|
|
(22,279
|
)
|
|
(81,153
|
)
|
|
—
|
|
|
(107,446
|
)
|
|||||
Income before income taxes
|
$
|
728,416
|
|
|
$
|
213,430
|
|
|
$
|
189,457
|
|
|
$
|
—
|
|
|
$
|
1,131,303
|
|
Intersegment revenues
|
$
|
(600,433
|
)
|
|
$
|
(9,960
|
)
|
|
$
|
(3,120
|
)
|
|
$
|
613,513
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
539,170
|
|
|
$
|
329,613
|
|
|
$
|
50,293
|
|
|
$
|
—
|
|
|
$
|
919,076
|
|
Depreciation and amortization
|
$
|
137,408
|
|
|
$
|
157,102
|
|
|
$
|
11,737
|
|
|
$
|
—
|
|
|
$
|
306,247
|
|
Total assets as of August 31, 2014
|
$
|
4,457,563
|
|
|
$
|
6,949,617
|
|
|
$
|
3,888,924
|
|
|
$
|
—
|
|
|
$
|
15,296,104
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
For the year ended August 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
11,431,423
|
|
|
$
|
33,471,977
|
|
|
$
|
71,596
|
|
|
$
|
(495,139
|
)
|
|
$
|
44,479,857
|
|
Operating earnings
|
958,468
|
|
|
263,757
|
|
|
2,936
|
|
|
—
|
|
|
1,225,161
|
|
|||||
(Gain) loss on investments
|
—
|
|
|
(27
|
)
|
|
(155
|
)
|
|
—
|
|
|
(182
|
)
|
|||||
Interest expense, net
|
148,931
|
|
|
76,138
|
|
|
11,630
|
|
|
—
|
|
|
236,699
|
|
|||||
Equity (income) loss from investments
|
(1,357
|
)
|
|
(15,194
|
)
|
|
(80,799
|
)
|
|
—
|
|
|
(97,350
|
)
|
|||||
Income before income taxes
|
$
|
810,894
|
|
|
$
|
202,840
|
|
|
$
|
72,260
|
|
|
$
|
—
|
|
|
$
|
1,085,994
|
|
Intersegment revenues
|
$
|
(481,465
|
)
|
|
$
|
(11,316
|
)
|
|
$
|
(2,358
|
)
|
|
$
|
495,139
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
429,230
|
|
|
$
|
183,619
|
|
|
$
|
7,034
|
|
|
$
|
—
|
|
|
$
|
619,883
|
|
Depreciation and amortization
|
$
|
123,898
|
|
|
$
|
136,556
|
|
|
$
|
16,126
|
|
|
$
|
—
|
|
|
$
|
276,580
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
North America
|
$
|
27,489
|
|
|
$
|
37,947
|
|
|
$
|
39,918
|
|
South America
|
1,508
|
|
|
2,119
|
|
|
2,511
|
|
|||
Europe, the Middle East and Africa (EMEA)
|
4,210
|
|
|
1,594
|
|
|
1,040
|
|
|||
Asia Pacific (APAC)
|
1,008
|
|
|
642
|
|
|
680
|
|
|||
Global service revenue
|
367
|
|
|
362
|
|
|
331
|
|
|||
|
$
|
34,582
|
|
|
$
|
42,664
|
|
|
$
|
44,480
|
|
|
August 31, 2015
|
||||||||||||||
|
|
|
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
|
$
|
476,071
|
|
|
$
|
—
|
|
|
$
|
58,401
|
|
|
$
|
417,670
|
|
Foreign exchange derivatives
|
23,154
|
|
|
—
|
|
|
11,682
|
|
|
11,472
|
|
||||
Interest rate derivatives - hedge
|
14,216
|
|
|
—
|
|
|
—
|
|
|
14,216
|
|
||||
Total
|
$
|
513,441
|
|
|
$
|
—
|
|
|
$
|
70,083
|
|
|
$
|
443,358
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
427,052
|
|
|
$
|
11,482
|
|
|
$
|
58,401
|
|
|
$
|
357,169
|
|
Foreign exchange derivatives
|
37,598
|
|
|
—
|
|
|
11,682
|
|
|
25,916
|
|
||||
Interest rate derivatives - hedge
|
6,058
|
|
|
—
|
|
|
—
|
|
|
6,058
|
|
||||
Interest rate derivatives - non-hedge
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||
Total
|
$
|
470,769
|
|
|
$
|
11,482
|
|
|
$
|
70,083
|
|
|
$
|
389,204
|
|
|
August 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
|
$
|
597,210
|
|
|
$
|
—
|
|
|
$
|
42,229
|
|
|
$
|
554,981
|
|
Foreign exchange derivatives
|
2,523
|
|
|
—
|
|
|
1,174
|
|
|
1,349
|
|
||||
Interest rate derivatives - hedge
|
4,200
|
|
|
—
|
|
|
—
|
|
|
4,200
|
|
||||
Total
|
$
|
603,933
|
|
|
$
|
—
|
|
|
$
|
43,403
|
|
|
$
|
560,530
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
597,612
|
|
|
$
|
2,504
|
|
|
$
|
42,229
|
|
|
$
|
552,879
|
|
Foreign exchange derivatives
|
2,248
|
|
|
—
|
|
|
1,174
|
|
|
1,074
|
|
||||
Interest rate derivatives - non-hedge
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
Total
|
$
|
599,990
|
|
|
$
|
2,504
|
|
|
$
|
43,403
|
|
|
$
|
554,083
|
|
|
Location of
Gain (Loss)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(Dollars in thousands)
|
||||||||||
Commodity and freight derivatives
|
Cost of goods sold
|
|
$
|
143,314
|
|
|
$
|
128,992
|
|
|
$
|
(97,373
|
)
|
Foreign exchange derivatives
|
Cost of goods sold
|
|
12,551
|
|
|
(5,926
|
)
|
|
37,555
|
|
|||
Interest rate derivatives
|
Interest expense, net
|
|
107
|
|
|
114
|
|
|
300
|
|
|||
Total
|
|
|
$
|
155,972
|
|
|
$
|
123,180
|
|
|
$
|
(59,518
|
)
|
|
2015
|
|
2014
|
||||||
|
Long
|
|
Short
|
|
Long
|
|
Short
|
||
|
(Units in thousands)
|
||||||||
Grain and oilseed - bushels
|
711,066
|
|
|
895,326
|
|
655,799
|
|
|
802,479
|
Energy products - barrels
|
17,238
|
|
|
11,676
|
|
20,191
|
|
|
16,431
|
Soy products - tons
|
706
|
|
|
2,741
|
|
749
|
|
|
3,047
|
Crop nutrients - tons
|
48
|
|
|
116
|
|
59
|
|
|
126
|
Ocean and barge freight - metric tons
|
5,916
|
|
|
1,962
|
|
5,727
|
|
|
4,250
|
Rail freight - rail cars
|
297
|
|
|
122
|
|
364
|
|
|
186
|
Livestock - pounds
|
10,480
|
|
|
1,280
|
|
11,960
|
|
|
46,520
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Interest rate derivatives
|
|
$
|
(4,078
|
)
|
|
$
|
(10,580
|
)
|
|
$
|
24,135
|
|
|
Location of
Gain (Loss)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(Dollars in thousands)
|
||||||||||
Interest rate derivatives
|
Interest expense, net
|
|
$
|
(792
|
)
|
|
$
|
12,727
|
|
|
$
|
(907
|
)
|
|
2015
|
||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
46,976
|
|
|
$
|
429,094
|
|
|
$
|
—
|
|
|
$
|
476,070
|
|
Interest rate swap derivatives
|
—
|
|
|
14,216
|
|
|
—
|
|
|
14,216
|
|
||||
Foreign currency derivatives
|
—
|
|
|
23,155
|
|
|
—
|
|
|
23,155
|
|
||||
Deferred compensation assets
|
72,571
|
|
|
—
|
|
|
—
|
|
|
72,571
|
|
||||
Other assets
|
10,905
|
|
|
—
|
|
|
—
|
|
|
10,905
|
|
||||
|
$
|
130,452
|
|
|
$
|
466,465
|
|
|
$
|
—
|
|
|
$
|
596,917
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
58,873
|
|
|
$
|
368,179
|
|
|
$
|
—
|
|
|
$
|
427,052
|
|
Interest rate swap derivatives
|
—
|
|
|
6,119
|
|
|
—
|
|
|
6,119
|
|
||||
Foreign currency derivatives
|
—
|
|
|
37,598
|
|
|
—
|
|
|
37,598
|
|
||||
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests |
—
|
|
|
—
|
|
|
75,982
|
|
|
75,982
|
|
||||
|
$
|
58,873
|
|
|
$
|
411,896
|
|
|
$
|
75,982
|
|
|
$
|
546,751
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
78,590
|
|
|
$
|
518,620
|
|
|
$
|
—
|
|
|
$
|
597,210
|
|
Interest rate swap derivatives
|
—
|
|
|
4,200
|
|
|
—
|
|
|
4,200
|
|
||||
Foreign currency derivatives
|
2,523
|
|
|
—
|
|
|
—
|
|
|
2,523
|
|
||||
Deferred compensation assets
|
83,217
|
|
|
—
|
|
|
—
|
|
|
83,217
|
|
||||
Other assets
|
8,778
|
|
|
—
|
|
|
—
|
|
|
8,778
|
|
||||
|
$
|
173,108
|
|
|
$
|
522,820
|
|
|
$
|
—
|
|
|
$
|
695,928
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
117,690
|
|
|
$
|
479,922
|
|
|
$
|
—
|
|
|
$
|
597,612
|
|
Interest rate swap derivatives
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||
Foreign currency derivatives
|
2,248
|
|
|
—
|
|
|
—
|
|
|
2,248
|
|
||||
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests |
—
|
|
|
—
|
|
|
114,917
|
|
|
114,917
|
|
||||
|
$
|
119,938
|
|
|
$
|
480,052
|
|
|
$
|
114,917
|
|
|
$
|
714,907
|
|
|
|
Level 3 Liabilities
|
||||||
|
|
Accrued Liability for Contingent Crack Spread Payments Related to Purchase of Noncontrolling Interests
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
Balance - beginning of year
|
|
$
|
114,917
|
|
|
$
|
134,134
|
|
Amounts currently payable
|
|
(2,625
|
)
|
|
—
|
|
||
Total (gains) losses included in cost of goods sold
|
|
(36,310
|
)
|
|
(19,217
|
)
|
||
Balance - end of year
|
|
$
|
75,982
|
|
|
$
|
114,917
|
|
|
(Dollars in thousands)
|
||
2016
|
$
|
54,188
|
|
2017
|
43,748
|
|
|
2018
|
36,004
|
|
|
2019
|
28,433
|
|
|
2020
|
20,968
|
|
|
Thereafter
|
66,399
|
|
|
Total minimum future lease payments
|
$
|
249,740
|
|
|
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
|
$
|
815,179
|
|
|
$
|
62,585
|
|
|
$
|
111,905
|
|
|
$
|
109,712
|
|
|
$
|
530,977
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash paid during the period for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
130,571
|
|
|
$
|
166,524
|
|
|
$
|
261,670
|
|
Income taxes
|
54,229
|
|
|
23,363
|
|
|
23,228
|
|
|||
Other significant noncash investing and financing transactions:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures and major repairs incurred but not yet paid
(1)
|
60,226
|
|
|
64,825
|
|
|
39,638
|
|
|||
Capital lease obligations incurred
|
9,741
|
|
|
62,425
|
|
|
71,296
|
|
|||
Capital equity certificates redeemed with preferred stock
|
—
|
|
|
200,000
|
|
|
—
|
|
|||
Capital equity certificates issued in exchange for Ag acquisitions
|
15,618
|
|
|
14,278
|
|
|
18,211
|
|
|||
Accrual of dividends and equities payable
|
384,427
|
|
|
409,961
|
|
|
390,153
|
|
|||
Assets contributed to Ardent Mills joint venture
|
—
|
|
|
205,040
|
|
|
—
|
|
(1)
|
Represents acquisition of property, plant and equipment and capitalized major maintenance costs for which cash payments have not yet been made as of the end of each fiscal period presented. Acquiring or constructing property, plant and equipment by incurring a liability does not result in a cash outflow for us until the liability is paid. In the period the liability is incurred, the change in operating accounts payable on our Consolidated Statements of Cash Flows is adjusted by such amount. In the period the liability is paid, the amount is reflected as a cash outflow from investing activities.
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Sales
|
$
|
2,310,875
|
|
|
$
|
3,247,197
|
|
|
$
|
2,963,468
|
|
Purchases
|
1,762,663
|
|
|
1,648,030
|
|
|
1,535,176
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Due from related parties
|
$
|
73,000
|
|
|
$
|
16,737
|
|
Due to related parties
|
6,656
|
|
|
43,361
|
|
|
CONSOLIDATED BALANCE SHEET
|
||||||||||
|
August 31
|
||||||||||
|
2014
|
||||||||||
|
As Previously Reported
|
|
Revision
|
|
As Revised
|
||||||
|
(Dollars in thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Property, plant and equipment
|
$
|
4,031,023
|
|
|
$
|
149,125
|
|
|
$
|
4,180,148
|
|
Total assets
|
15,146,979
|
|
|
149,125
|
|
|
15,296,104
|
|
|||
LIABILITIES AND EQUITIES
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
156,836
|
|
|
45,129
|
|
|
201,965
|
|
|||
Total current liabilities
|
6,184,009
|
|
|
45,129
|
|
|
6,229,138
|
|
|||
Long-term debt
|
1,299,664
|
|
|
103,996
|
|
|
1,403,660
|
|
|||
Total liabilities and equities
|
15,146,979
|
|
|
149,125
|
|
|
15,296,104
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||
|
For the Years Ended August 31
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
As Previously Reported
|
|
Revision
|
|
As Revised
|
|
As Previously Reported
|
|
Revision
|
|
As Revised
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Cost of goods sold
|
$
|
41,016,798
|
|
|
$
|
(5,311
|
)
|
|
$
|
41,011,487
|
|
|
$
|
42,706,205
|
|
|
$
|
(5,132
|
)
|
|
$
|
42,701,073
|
|
Gross profit
|
1,647,235
|
|
|
5,311
|
|
|
1,652,546
|
|
|
1,773,652
|
|
|
5,132
|
|
|
1,778,784
|
|
||||||
Operating earnings
|
1,044,637
|
|
|
5,311
|
|
|
1,049,948
|
|
|
1,220,029
|
|
|
5,132
|
|
|
1,225,161
|
|
||||||
Interest expense, net
|
134,942
|
|
|
5,311
|
|
|
140,253
|
|
|
231,567
|
|
|
5,132
|
|
|
236,699
|
|
||||||
Income before income taxes
|
1,131,303
|
|
|
—
|
|
|
1,131,303
|
|
|
1,085,994
|
|
|
—
|
|
|
1,085,994
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||||||
|
For the Years Ended August 31
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
As Previously Reported
|
|
Revision
|
|
As Revised
|
|
As Previously Reported
|
|
Revision
|
|
As Revised
|
||||||
|
(Dollars in thousands)
|
||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
267,167
|
|
|
39,080
|
|
|
306,247
|
|
|
241,791
|
|
|
34,789
|
|
|
276,580
|
|
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable and accrued expenses
|
(164,616
|
)
|
|
(25,187
|
)
|
|
(189,803
|
)
|
|
52,897
|
|
|
(39,639
|
)
|
|
13,258
|
|
Net cash provided by (used in) operating activities
|
1,427,351
|
|
|
13,893
|
|
|
1,441,244
|
|
|
2,477,800
|
|
|
(4,850
|
)
|
|
2,472,950
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment
|
(943,888
|
)
|
|
24,812
|
|
|
(919,076
|
)
|
|
(659,373
|
)
|
|
39,490
|
|
|
(619,883
|
)
|
Expenditures for major repairs
|
(3,305
|
)
|
|
375
|
|
|
(2,930
|
)
|
|
(73,701
|
)
|
|
149
|
|
|
(73,552
|
)
|
Net cash provided by (used in) investing activities
|
(1,341,582
|
)
|
|
25,187
|
|
|
(1,316,395
|
)
|
|
(534,958
|
)
|
|
39,639
|
|
|
(495,319
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal payments on capital lease obligations
|
—
|
|
|
(39,871
|
)
|
|
(39,871
|
)
|
|
—
|
|
|
(35,387
|
)
|
|
(35,387
|
)
|
Other financing activities, net
|
(447
|
)
|
|
791
|
|
|
344
|
|
|
(336
|
)
|
|
598
|
|
|
262
|
|
Net cash provided by (used in) financing activities
|
240,530
|
|
|
(39,080
|
)
|
|
201,450
|
|
|
(443,174
|
)
|
|
(34,789
|
)
|
|
(477,963
|
)
|
1.
|
PRELIMINARY STATEMENTS.
|
1.1
|
Note Issuances, etc.
|
2.
|
DEFINED TERMS.
|
3.
|
AMENDMENTS TO THE EXISTING NOTE AGREEMENT.
|
4.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
4.1
|
Organization, Power and Authority, etc.
|
4.2
|
Legal Validity.
|
4.3
|
No Defaults.
|
4.4
|
Disclosure.
|
5.
|
EFFECTIVENESS OF AMENDMENTS.
|
5.1
|
Execution and Delivery of this Amendment Agreement.
|
5.2
|
Representations and Warranties True.
|
5.3
|
Authorization.
|
5.4
|
Amendment to 1998 Note Agreement.
|
5.5
|
Amendment to 2002 Note Purchase Agreement.
|
5.6
|
Amendment to 2004 Note Purchase Agreement.
|
5.7
|
Amendment
to
2007 Note Purchase Agreement.
|
5.8
|
Special Counsel Fees.
|
5.9
|
Proceedings Satisfactory.
|
6.
|
EXPENSES.
|
7.
|
MISCELLANEOUS.
|
7.1
|
Part of Existing Note Agreement; Future References, etc.
|
7.2
|
Counterparts, Facsimiles.
|
7.3
|
Governing Law.
|
By:
|
Prudential Private Placement Investors, L.P., as Investment Advisor
|
(c)
|
immediately after giving effect to such transaction,
|
(iii)
|
all Capitalized Lease Obligations of such Person,
|
By:
|
Prudential Investment Management, Inc., as investment manager
|
By:
|
Prudential Private Placement Investors, L.P. (as Investment Advisor)
|
By:
|
Prudential Private Placement Investors, Inc. (as its General Partners)
|
II.
|
Real Property Reviews
.
|
IV.
|
Completion of Transaction Documents
.
|
VII.
|
Definitions
.
|
1.
|
Watson Canada Holdings III (2006) Inc. converts to a Nova Scotia Unlimited Liability Corporation. Watson, Inc. contributes the stock of Watson Canada Holdings III (2006) ULC to Watson International, Inc.
|
2.
|
Watson International, Inc. contributes stock of Watson Canada Holdings III (2006) ULC to Watson International Luxembourg 1 S.à r.l.
|
3.
|
Watson International Luxembourg 1 S.à r.l. contributes the stock of Watson Canada Holdings III (2006) ULC to Watson International Luxembourg 20 S.à r.l.
|
4.
|
Watson Canada Holdings III (2006) ULC will complete and file IRS Form 8832, Entity Classification Election, to be treated as a disregarded entity for U.S. federal tax purposes.
|
5.
|
Watson International Luxembourg 20 S.à r.l. borrows from a Watson intercompany lender the USD equivalent of an amount equal to the sum of (a) the balance of the intercompany loan from Watson Limited to Watson Canada Holdings III (2006) ULC, which is approximately $[51.2] million as of March 4, 2013, and (b) Watson Canada Holdings III (2006) ULC’s proportionate share of the balance of the intercompany loan from Watson, Ltd. to Sky GP, the total balance being approximately $[9.2] million as of March 4, 2013.
|
6.
|
On the same day, Watson International Luxembourg 20 S.à r.l. makes a capital contribution equal to the USD amount in step 5 to Watson Canada Holdings III (2006) ULC in exchange for additional Watson Canada Holdings III (2006) ULC shares.
|
7.
|
On the same day, Watson Canada Holdings III (2006) ULC converts the USD amount at the spot rate to CAD and repays $[51.2] million CAD loan to Watson Limited, and Watson Canada Holdings III (2006) contributes an amount equal to its proportionate share of the $[9.2] million CAD loan to Sky GP as a contribution of capital. Sky GP then repays its $[9.2] million intercompany loan from Watson Limited.
|
8.
|
Sky GP liquidates and is dissolved and then Watson Canada Holdings III (2006) ULC and Iris Canada Milling ULC amalgamate.
|
9.
|
If the appropriate third-party consents have been obtained, Surviving ULC purchases the flour milling assets held by Watson Limited. Surviving ULC borrows cash proportionately from Watson and Iris Luxembourg entities or has
|
10.
|
Watson, Inc. contributes non-Sky LLC assets and assets that were previously leased to Sky LLC to a newly formed single member LLC, New Watson LLC.
|
11.
|
Watson, Inc. contributes remainder of outstanding short-term debt to capital of Sky LLC in exchange for additional Sky LLC interests.
|
12.
|
Watson, Inc. and Watson International Luxembourg 20 S.à r.l. form Watson S.à r.l.
Watson S.à r.l. will complete and file IRS Form 8832, Entity Classification Election, to be treated as a partnership for U.S. federal tax purposes.
|
13.
|
Watson, Inc. contributes equity of New Watson LLC and Watson International Luxembourg 20 S.à r.l. contributes the stock of Surviving ULC to Watson S.à r.l.
|
1.
|
Iris Canada, Inc. reorganizes as Iris Canada Milling, Inc. with Iris Canada, Inc. name and unrelated grain marketing activities transferred to a new Canadian corporation.
|
2.
|
Iris Inc. creates new Luxembourg holding company, Iris Lux Holdco, S.à r.l. that will be taxed as a corporation.
|
3.
|
Iris Inc. and Iris Lux Holdco, S.à r.l. form Iris Lux, S.à r.l. Iris Lux, S.à r.l. will complete and file IRS Form 8832, Entity Classification Election, to be treated as a partnership for U.S. federal tax purposes.
|
4.
|
Iris Canada Milling, Inc. converts to a Nova Scotia Unlimited Liability Corporation. Iris Inc. contributes the stock of Iris Canada Milling ULC to Iris Lux Holdco,
|
5.
|
Iris Canada Milling ULC will complete and file IRS Form 8832, Entity Classification Election, to be treated as a disregarded entity for U.S. federal tax purposes.
|
6.
|
Iris Canada Milling ULC contributes an amount equal to its proportionate share of the $[9.2] million CAD loan to Sky GP as a contribution of capital. Sky GP then repays its $[9.2] million intercompany loan from Watson Limited.
|
7.
|
Sky GP liquidates and then Watson Canada Holdings III (2006) ULC and Iris Canada Milling ULC amalgamate.
|
8.
|
Surviving ULC purchases the flour milling assets held by Watson Limited. Surviving ULC borrows cash proportionately from Watson and Iris Luxembourg entities or has cash on hand equal to the fair market value of the Watson Limited flour milling assets. If the appropriate third-party consents have not been obtained, then the flour milling assets held by Watson Limited will be treated as Shared Assets.
|
9.
|
Iris Inc. contributes assets that were previously leased to Sky LLC to a newly formed single member LLC, New Iris LLC.
|
10.
|
Iris Inc. contributes cash to Sky LLC in an amount equal to its pro rata share of the outstanding short-term indebtedness of Sky LLC in exchange for additional Sky LLC interests. Sky LLC uses such contributions to reduce its short-term term indebtedness.
|
11.
|
Iris Inc. contributes equity of New Iris LLC and Iris Lux Holdco, S.à r.l. contributes the stock of Surviving ULC to Iris Lux S.à r.l. (Luxembourg).
|
(a)
|
The forms of the operating agreements for Oracle Holdco, Watson Holdco and Iris Holdco are set forth at Annex II-A-1, II-A-2, and II-A-3, respectively;
|
(b)
|
The form of the Oracle Netherlands Charter is set forth at Annex II-
|
(c)
|
The form of the Oracle Puerto Rico Charter is set forth at Annex II-
|
(d)
|
The form of the Sky Canada Charter is set forth at Annex II-D;
|
(e)
|
The forms of the Watson Contribution Agreement and Iris Contribution Agreement are set forth at Annex II-E-1 and II-E-2, respectively;
|
(f)
|
The form of the Watson Transition Services Agreement is set forth at Annex II-F;
|
(g)
|
The form of the Watson Purchase and Sale Agreement (Customer Relationships and Licenses) is set forth at Annex II-G; and
|
(h)
|
The form of the Oracle Puerto Rico pre-Closing operating agreement is set forth at Annex II-H.
|
IV.
|
Completion of Transaction Documents
.
|
(b)
|
The form of the IP Matters Agreement is set forth at Annex III-B;
|
2.
|
Amendments to Article 1. DEFINITIONS
|
3.
|
Amendments to Article 11. AFFIRMATIVE COVENANTS
|
4.
|
Amendments to Article 12. NEGATIVE COVENANTS
|
4.5
|
Amendments of Section 12.9.
|
5.
|
Amendments to Article 14. EVENTS OF DEFAULT; RIGHTS AND REMEDIES
|
8.
|
General Provisions.
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
By:________________________
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
ACC Feed Supplement, LLC
|
|
South Dakota
|
|
|
|
ADM/CHS, LLC
|
|
Minnesota
|
|
|
|
Ag Partners, LLC
|
|
Montana
|
|
|
|
AgFarm Pty Ltd
|
|
Australia
|
|
|
|
AgFarm Unit Trust
|
|
Australia
|
|
|
|
Agri Point Ltd.
|
|
Republic of Cyprus
|
|
|
|
Agro Storage d.o.o, a subsidiary of Agri Point Ltd.
|
|
Bosnia
|
|
|
|
Impact Risk Funding Inc., PCC, a subsidiary of CHS Insurance Services, LLC
|
|
Washington DC
|
|
|
|
Ag States Reinsurance Co., IC, a subsidiary of Impact Risk Funding Inc.
|
|
Washington DC
|
|
|
|
Ag States Agency of Montana, Inc.
|
|
Montana
|
|
|
|
Agro Distribution, LLC
|
|
Delaware
|
|
|
|
Allied Agronomy, LLC
|
|
North Dakota
|
|
|
|
Ardent Mills S.a.r.l
|
|
Luxembourg
|
|
|
|
Ardent Mills, LLC
|
|
Delaware
|
|
|
|
Battle Creek/CHS, LLC
|
|
Delaware
|
|
|
|
Badger Energy Services, LLC
|
|
Wisconsin
|
|
|
|
Boort Grain Cooperative Ltd
|
|
Australia
|
|
|
|
Briggs Crop Nutrients LLC
|
|
Indiana
|
|
|
|
Broadbent Companies
|
|
Australia
|
|
|
|
CENEX AG, Inc.
|
|
Delaware
|
|
|
|
CENEX Pipeline, LLC
|
|
Minnesota
|
|
|
|
Central Montana Propane, LLC
|
|
Montana
|
|
|
|
Central Plains Ag Services LLC
|
|
Minnesota
|
|
|
|
CHS de Argentina, SA
|
|
Argentina
|
|
|
|
CHS Agritrade d.o.o, a subsidiary of CHS Europe S.a.r.l
|
|
Bosnia
|
|
|
|
CHS Agri Intelligence LLC
|
|
Minnesota
|
|
|
|
CHS Agro SA
|
|
Argentina
|
|
|
|
CHS AGRONEGOCIO - Industria e Comercio Ltda.
|
|
Brazil
|
|
|
|
CHS Canada Cooperative
|
|
Alberta
|
|
|
|
CHS Canada LP
|
|
Alberta
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
CHS Canada, Inc.
|
|
Manitoba
|
|
|
|
CHS (Taiwan) Commodity Trading Co. Ltd
|
|
Taiwan
|
|
|
|
CHS Country Operations Canada, Inc.
|
|
Alberta
|
|
|
|
CHS Trading Company Australia Pty. Ltd.
|
|
Australia
|
|
|
|
CHS Energy Canada, Inc.
|
|
Alberta
|
|
|
|
CHS Hallock Canada, Inc
|
|
Manitoba
|
|
|
|
CHS Hallock, LLC
|
|
Minnesota
|
|
|
|
CHS Hedging, LLC
|
|
Delaware
|
|
|
|
CHS Holdings, LLC
|
|
Minnesota
|
|
|
|
CHS Inc. de Mexico
|
|
Mexico
|
|
|
|
CHS Europe S.a.r.l
|
|
Switzerland
|
|
|
|
CHSINC Iberica SL, a subsidiary of CHS Europe S.a.r.l
|
|
Spain
|
|
|
|
CHS Latin America Holdings LLC
|
|
Minnesota
|
|
|
|
CHS Luxembourg, S.a.r.l
|
|
Luxembourg
|
|
|
|
CHS Milling Luxembourg, S.a.r.l.
|
|
Luxembourg
|
|
|
|
CHS (Nantong) Cereal & Oil Storage and Transportation Co., Ltd
|
|
China
|
|
|
|
CHS Tarim ve Gida Sanayii Limited Sirketi
|
|
Turkey
|
|
|
|
CHS Ukraine, LLC, a subsidiary of CHS Europe S.a.r.l
|
|
Ukraine
|
|
|
|
Omega Terminal, SA, a subsidiary of CHS Europe S.a.r.l
|
|
Switzerland
|
|
|
|
Oregana Co., Ltd., a subsidiary of CHS Europe S.a.r.l
|
|
Republic of Cyprus
|
|
|
|
CHS Agromarket, LLC, a subsidiary of Oregana Co., Ltd.
|
|
Russian Federation
|
|
|
|
Andali Operacoes Industriais S.A., a subsidiary of CHS do Brasil Ltda.
|
|
Brazil
|
|
|
|
CHS Comercio Servicos E Solucoes Agricolas Ltda, a subsidiary of CHS do Brasil Ltda.
|
|
Brazil
|
|
|
|
CHS Agritrade Bulgaria Ltd., a subsidiary of CHS Europe S.a.r.l
|
|
Bulgaria
|
|
|
|
CHS Agritrade Hungary Ltd., a subsidiary of CHS Europe S.a.r.l
|
|
Hungary
|
|
|
|
CHS Bermuda GP
|
|
Bermuda
|
|
|
|
RosAgroInvest LLC, a subsidiary of Oregana Co., Ltd.
|
|
Russian Federation
|
|
|
|
Global Agri LLC, a subsidiary of Serseris Holdings Limited
|
|
Ukraine
|
|
|
|
CHS Hong Kong Limited, a subsidiary of CHS Europe S.a.r.l
|
|
Hong Kong
|
|
|
|
CHS (Shanghai) Trading Co., Ltd., a subsidiary of CHS Hong Kong Ltd
|
|
China
|
|
|
|
CHS Industries Ltd, a subsidiary of CHS Europe S.a.r.l
|
|
Israel
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
CHS Israel Protein Foods Ltd, a subsidiary of CHS Industries Ltd.
|
|
Israel
|
|
|
|
CHS Insurance Services, LLC
|
|
Minnesota
|
|
|
|
CHS Korea, LLC
|
|
South Korea
|
|
|
|
CHS Pacific Private Limited, a subsidiary of CHS Industries Ltd.
|
|
Republic of Singapore
|
|
|
|
CHS Serbia D.O.O. Novi Sad, a subsidiary of CHS Europe S.a.r.l
|
|
Serbia
|
|
|
|
CHS Singapore Trading Company PTE. LTD.
|
|
Republic of Singapore
|
|
|
|
CHS Spiritwood Fertilizer LLC
|
|
Delaware
|
|
|
|
CHS South Sioux City, Inc.
|
|
Delaware
|
|
|
|
CHS Uruguay SRL
|
|
Uruguay
|
|
|
|
CHS-Brule, Inc
|
|
Nebraska
|
|
|
|
CHS-CFE Co
|
|
Illinois
|
|
|
|
CHS-Elkton
|
|
South Dakota
|
|
|
|
CHS-Farmco, Inc.
|
|
Kansas
|
|
|
|
CHS-GC, Inc.
|
|
Colorado
|
|
|
|
CHS-LCC Co-op
|
|
Wisconsin
|
|
|
|
CHS-Holdrege, Inc.
|
|
Nebraska
|
|
|
|
CHS-Hamilton, Inc.
|
|
Michigan
|
|
|
|
CHS-M&M, Inc.
|
|
Colorado
|
|
|
|
CHS-New Salem
|
|
North Dakota
|
|
|
|
CHS-Ostrander
|
|
Minnesota
|
|
|
|
CHS-Rochester
|
|
Minnesota
|
|
|
|
CHS-Shipman, Inc.
|
|
Illinois
|
|
|
|
CHS-SLE Land, LLC
|
|
Louisiana
|
|
|
|
CHS-Sub Whatcom, Inc
|
|
Washington
|
|
|
|
CHS-Valley City
|
|
Minnesota
|
|
|
|
CHS-Wallace County, Inc.
|
|
Kansas
|
|
|
|
Circle Land Management, Inc.
|
|
Minnesota
|
|
|
|
CHS Capital, LLC
|
|
Minnesota
|
|
|
|
Cofina Funding, LLC, a subsidiary of CHS Capital, LLC
|
|
Delaware
|
|
|
|
CHS Capital ProFund LLC, a subsidiary of CHS Capital, LLC
|
|
Minnesota
|
|
|
|
Colorado Retail Ventures Services, LLC
|
|
Colorado
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
Collins, MT Crop Nutrients LLC
|
|
Montana
|
|
|
|
Consumers Supply Distributing, LLC
|
|
Minnesota
|
|
|
|
Cornerstone Ag, LLC
|
|
Delaware
|
|
|
|
Crestline Crop Nutrients LLC
|
|
Ohio
|
|
|
|
Cross Country Land Management LLC
|
|
Montana
|
|
|
|
CZL Australia & Japan Pty Ltd
|
|
Australia
|
|
|
|
CZL Ltd.
|
|
Japan
|
|
|
|
Dakota Agronomy Partners, LLC
|
|
North Dakota
|
|
|
|
Energy Partners, LLC
|
|
Montana
|
|
|
|
Fin-Ag, Inc.
|
|
South Dakota
|
|
|
|
Front Range Pipeline, LLC
|
|
Minnesota
|
|
|
|
Genetic Marketing Group, LLC
|
|
Washington
|
|
|
|
GTL Resources Limited
|
|
England
|
|
|
|
GTL Resources Overseas Investments, Limited
|
|
England
|
|
|
|
GTL Resources USA, Inc.
|
|
Delaware
|
|
|
|
Green Bay Terminal Corporation
|
|
Wisconsin
|
|
|
|
Hamberg, LLC
|
|
Minnesota
|
|
|
|
Hamberg, North Dakota Crop Nutrients LLC
|
|
Minnesota
|
|
|
|
IC Grain
|
|
Hungary
|
|
|
|
Illinois Valley Supply LLC
|
|
Illinois
|
|
|
|
Illinois River Energy, LLC
|
|
Delaware
|
|
|
|
Imperial Valley Terminal, LLC
|
|
Illinois
|
|
|
|
Jayhawk Pipeline, LLC
|
|
Kansas
|
|
|
|
Kaw Pipe Line Company
|
|
Kansas
|
|
|
|
Larson Cooperative TVCS
|
|
Wisconsin
|
|
|
|
Latty Grain Ltd
|
|
Ohio
|
|
|
|
Market Street Terminal, LLC
|
|
Illinois
|
|
|
|
Marshall Insurance Agency, Inc.
|
|
Minnesota
|
|
|
|
McPherson Agricultural Product, LLC
|
|
Kansas
|
|
|
|
Midwest Ag Supplements, LLC
|
|
Minnesota
|
|
|
|
Mountain Country, LLC
|
|
Idaho
|
|
|
|
M Taìrhaìz Raktaìrozaìsi eìs Szolgaìltatoì Korlaìtolt Felelosseìgu Taìrsasaìg
|
|
Hungary
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
|
|
|
National Cooperative Refinery Association (NCRA)
|
|
Kansas
|
|
|
|
Clear Creek Transportation, LLC, a subsidiary of NCRA
|
|
Kansas
|
|
|
|
Norick Risk Funding Concepts, LLC
|
|
Minnesota
|
|
|
|
Northern Illinois Alliance, LLC
|
|
Illinois
|
|
|
|
Northwest Iowa Agronomy, LLC
|
|
Iowa
|
|
|
|
Osage Pipe Line Company
|
|
Kansas
|
|
|
|
Osage Pipe Line Company, LLC
|
|
Delaware
|
|
|
|
Patriot Fuels Biodiesel, LLC
|
|
Illinois
|
|
|
|
Patriot Holdings, LLC
|
|
Illinois
|
|
|
|
Patriot Land Holdings, LLC
|
|
Illinois
|
|
|
|
Patriot Renewable Fuels, LLC
|
|
Illinois
|
|
|
|
PGG/HSC Feed Company, LLC
|
|
Oregon
|
|
|
|
PLC Insurance Agency, Inc.
|
|
Minnesota
|
|
|
|
Prairie Lakes Grain Storage LP
|
|
Minnesota
|
|
|
|
Producer Ag, LLC
|
|
Kansas
|
|
|
|
Pro-Tect Insurance Agency, LLC
|
|
Minnesota
|
|
|
|
Red Rock Cooperative Association
|
|
South Dakota
|
|
|
|
Rockville Propane Terminal LLC
|
|
Minnesota
|
|
|
|
Russell Consulting Group, LLC
|
|
Nebraska
|
|
|
|
CHS Agritrade Romania SRL, a subsidiary of CHS Europe S.a.r.l
|
|
Romania
|
|
|
|
S.C. Silotrans S.R.L.
|
|
Romania
|
|
|
|
S.C. Transporter S.R.L., a subsidiary of S.C. Silotrans S.R.L.
|
|
Romania
|
|
|
|
S.C. Nutron S.R.L.
|
|
Romania
|
|
|
|
Serseris Ltd
|
|
India
|
|
|
|
Serseris Holdings Ltd
|
|
Cyprus
|
|
|
|
Shel-Bar 2000 GP
|
|
Israel
|
|
|
|
Shipman Bio Investment, LLC
|
|
Illinois
|
|
|
|
Sinav Limited
|
|
England
|
|
|
|
Solbar Energy Ltd
|
|
Israel
|
|
|
|
Solbar Europe BV, a subsidiary of CHS Israel Protein Foods Ltd
|
|
The Netherlands
|
|
|
|
CHS Ningbo Protein Foods Ltd., a subsidiary of CHS Pacific Private Limited
|
|
China
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
CHS de Paraguay SRL, a subsidiary of CHS Singapore Trading Company PTE. LTD.
|
|
Paraguay
|
|
|
|
Southeast Propane, LLC
|
|
North Dakota
|
|
|
|
Southwest Crop Nutrients, LLC
|
|
Kansas
|
|
|
|
S.P.E. CHS Plant Extracts Ltd. (f/k/a S.P.E. Solbar Plant Extracts Ltd.), a subsidiary of CHS Industries Ltd.
|
|
Israel
|
|
|
|
St. Hilaire Ag Insurance, Inc.
|
|
Minnesota
|
|
|
|
St. Paul Maritime Corporation
|
|
Minnesota
|
|
|
|
Superior East LLC
|
|
Nebraska
|
|
|
|
Superior East II LLC
|
|
Nebraska
|
|
|
|
TEMCO, LLC
|
|
Delaware
|
|
|
|
Terminal Corredor Norte SA
|
|
Brazil
|
|
|
|
The Farmers Elevator Company of Lowder
|
|
Illinois
|
|
|
|
The Purchasing Group, LLC
|
|
Colorado
|
|
|
|
United Country Brands LLC
|
|
Delaware
|
|
|
|
Agriliance LLC, a subsidiary of United Country Brands LLC
|
|
Delaware
|
|
|
|
Ventura Foods, LLC
|
|
Delaware
|
|
|
|
Wabash Valley Grain, LLC
|
|
Indiana
|
|
|
|
Wagner Gas & Electric, Inc.
|
|
Wisconsin
|
|
|
|
Watertown Crop Nutrients LLC
|
|
South Dakota
|
|
|
|
West Central Distribution, LLC
|
|
Minnesota
|
|
|
|
Western Feed, LLC
|
|
Minnesota
|
|
|
|
Whitesville Crop Nutrients LLC
|
|
Indiana
|
|
|
|
X-Seed, LLC
|
|
Minnesota
|
|
|
|
Zeeland Lumber Holdings, LLC
|
|
Michigan
|
|
|
|
1856770 Alberta, Ltd
|
|
Alberta
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Minneapolis, Minnesota
|
November 23, 2015
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Carl M. Casale
|
|
Chief Executive Officer
|
|
9/8/2015
|
Carl M. Casale
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Timothy Skidmore
|
|
Executive Vice President & Chief Financial Officer
|
|
9/2/2015
|
Timothy Skidmore
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ David Bielenberg
|
|
Chairman of the Board
|
|
9/2/2015
|
David Bielenberg
|
|
|
|
|
|
|
|
|
|
/s/ Donald H. Anthony
|
|
Director
|
|
9/2/2015
|
Donald Anthony
|
|
|
|
|
|
|
|
|
|
/s/ Robert A. Bass
|
|
Director
|
|
9/2/2015
|
Robert Bass
|
|
|
|
|
|
|
|
|
|
/s/ Clinton J. Blew
|
|
Director
|
|
9/2/2015
|
Clinton J. Blew
|
|
|
|
|
|
|
|
|
|
/s/ Dennis Carlson
|
|
Director
|
|
9/2/2015
|
Dennis Carlson
|
|
|
|
|
|
|
|
|
|
/s/ Curt Eischens
|
|
Director
|
|
9/2/2015
|
Curt Eischens
|
|
|
|
|
|
|
|
|
|
/s/ Jon Erickson
|
|
Director
|
|
9/2/2015
|
Jon Erickson
|
|
|
|
|
|
|
|
|
|
/s/ Steven Fritel
|
|
Director
|
|
9/2/2015
|
Steve Fritel
|
|
|
|
|
|
|
|
|
|
/s/ David R. Kayser
|
|
Director
|
|
9/2/2015
|
David Kayser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Randy Knecht
|
|
Director
|
|
9/2/2015
|
Randy Knecht
|
|
|
|
|
|
|
|
|
|
/s/ Greg Kruger
|
|
Director
|
|
9/2/2015
|
Greg Kruger
|
|
|
|
|
|
|
|
|
|
/s/ Edward Malesich
|
|
Director
|
|
9/2/2015
|
Edward Malesich
|
|
|
|
|
|
|
|
|
|
/s/ Alan Holm
|
|
Director
|
|
9/2/2015
|
Alan Holm
|
|
|
|
|
|
|
|
|
|
/s/ David Johnsrud
|
|
Director
|
|
9/2/2015
|
David Johnsrud
|
|
|
|
|
|
|
|
|
|
/s/ Steve Riegel
|
|
Director
|
|
9/2/2015
|
Steve Riegel
|
|
|
|
|
|
|
|
|
|
/s/ Daniel W. Schurr
|
|
Director
|
|
9/2/2015
|
Daniel Schurr
|
|
|
|
|
|
|
|
|
|
/s/ Perry Meyer
|
|
Director
|
|
9/2/2015
|
Perry Meyer
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of CHS Inc. for the fiscal year ended
August 31, 2015
;
|
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/ Carl M. Casale
|
|
Carl M. Casale
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of CHS Inc. for the fiscal year ended
August 31, 2015
;
|
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
|
|
November 23, 2015
|
(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
|
|
November 23, 2015
|