Table of Contents


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
Form 10-K
________________________________________
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended
August 31, 2015
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from          to          .

Commission file number: 001-36079
________________________________________
CHS Inc.
(Exact name of registrant as specified in its charter)
Minnesota
  (State or other jurisdiction of
incorporation or organization)
 
41-0251095
  (I.R.S. Employer
Identification Number)
5500 Cenex Drive
 
 
Inver Grove Heights, Minnesota 55077
  (Address of principal executive office,
including zip code)
 
(651) 355-6000
  (Registrant’s Telephone number,
including area code)
________________________________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
8% Cumulative Redeemable Preferred Stock
 
The NASDAQ Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1
 
The NASDAQ Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
 
The NASDAQ Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
 
The NASDAQ Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4
 
The NASDAQ Stock Market LLC
(Title of Class)
 
(Name of Each Exchange on Which Registered)
________________________________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).
YES þ NO o

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
YES o NO þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
YES þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  þ
Smaller reporting company  o
 
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

The Registrant has no voting or non-voting common equity (the Registrant is a member cooperative).

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

The Registrant has no common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.
 



INDEX
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents


PART I.

ITEM 1.     BUSINESS

THE COMPANY

CHS Inc. (referred to herein as “CHS,” “we” or “us") is one of the nation’s leading integrated agricultural companies, providing grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers and ranchers and their member cooperatives (referred to herein as “members”) across the United States. We also have preferred stockholders that own shares of our 8% Cumulative Redeemable Preferred Stock, our Class B Cumulative Redeemable Preferred Stock, Series 1 ("Class B Series 1 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 ("Class B Series 2 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock") and our Class B Cumulative Redeemable Preferred Stock, Series 4 ("Class B Series 4 Preferred Stock") listed on the NASDAQ Stock Market LLC ("NASDAQ") under the symbols CHSCP, CHSCO, CHSCN, CHSCM and CHSCL, respectively. We buy commodities from and provide products and services to patrons (including our members and other non-member customers), both domestic and international. We provide a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, to agricultural outputs that include grains and oilseeds, grain and oilseed processing, renewable fuels and food products. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those entities is included as a component in our net income under the equity method of accounting. For the year ended August 31, 2015 , our total revenues were $34.6 billion and net income attributable to CHS Inc. was approximately $781.0 million .

We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell.

Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through the origination and marketing of grain, including service activities conducted at export terminals; through wholesale sales of crop nutrients; from sales of soybean meal, soybean refined oil and soyflour products; through the production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, feed and farm supplies. Our Ag segment also records equity income from investments in our grain export joint venture and other investments. We include other business operations in Corporate and Other because of the nature of their products and services, as well as the relative revenues of those businesses. These businesses primarily include our financing, insurance, hedging and other service activities related to crop production. In addition, our wheat milling and packaged food operations are included in Corporate and Other, as those businesses are conducted through non-consolidated joint ventures.

Many of our business activities are highly seasonal and operating results vary throughout the year. Our income is generally lowest during our second fiscal quarter and highest during our third fiscal quarter. For example, in our Ag segment, our crop nutrients and country operations businesses generally experience higher volumes and income during the spring planting season and in the fall, which corresponds to harvest. Our grain marketing operations are also subject to fluctuations in volume and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to domestic supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop drying seasons.

Our earnings from cooperative business are allocated to members (and to a limited extent, to non-members with which we have agreed to do business on a patronage basis) based on the volume of business they do with us. We allocate these earnings to our patrons in the form of patronage refunds (which are also called patronage dividends) in cash and patrons’ equities (capital equity certificates), which may be redeemed over time solely at the discretion of our Board of Directors. Earnings derived from non-members, which are not treated as patronage, are taxed at federal and state statutory corporate rates and are retained by us as unallocated capital reserve. We also receive patronage refunds from the cooperatives in which we are a member, if those cooperatives have earnings to distribute and if we qualify for patronage refunds from them.

Our origins date back to the early 1930s with the founding of the predecessor companies of Cenex, Inc. and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of those two entities in 1998, and is headquartered in Inver Grove Heights, Minnesota.


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Our segment and international sales information in Note 11, Segment Reporting of the Notes to Consolidated Financial Statements, as well as Item 6 of this Annual Report on Form 10-K, are incorporated by reference into the following segment descriptions.

The segment financial information presented below may not represent the results that would have been obtained had the relevant segment been operated as an independent business due to efficiencies in scale, corporate cost allocations and intersegment activity.

Our internet address is www.chsinc.com. The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the Securities and Exchange Commission.

ENERGY

Overview

We are the nation’s largest cooperative energy company based on revenues and identifiable assets, with operations that include petroleum refining and pipelines; the supply, marketing and distribution of refined fuels (gasoline, diesel fuel and other energy products); the blending, sale and distribution of lubricants; and the wholesale supply of propane and other natural gas liquids. Our Energy segment processes crude oil into refined petroleum products at refineries in Laurel, Montana (wholly-owned) and McPherson, Kansas (an entity which became wholly owned as of September 1, 2015) and sells those products under the Cenex ® brand to member cooperatives and other independent retailers through a network of nearly 1,500 sites, the majority of which are convenience stores marketing Cenex ® branded fuels. For fiscal 2015 , our Energy revenues, after elimination of inter-segment revenues, were $8.2 billion and were primarily from gasoline and diesel fuel.

Operations

Laurel Refinery.   Our Laurel, Montana refinery processes medium and high sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, petroleum coke and asphalt. Our Laurel refinery sources approximately 90% of its crude oil supply from Canada, with the balance obtained from domestic sources, and we have access to Canadian and northwest Montana crude through our wholly-owned Front Range Pipeline, LLC and other common carrier pipelines. Our Laurel refinery also has access to Wyoming crude via common carrier pipelines from the south.

Our Laurel facility processes approximately 55,000 barrels of crude oil per day to produce refined products that consist of approximately 42% gasoline, 41% diesel fuel and other distillates, 5% petroleum coke, and 11% asphalt and other products. Refined fuels produced at Laurel are available via rail cars and the Yellowstone Pipeline to western Montana terminals and to Spokane and Moses Lake, Washington; south via common carrier pipelines to Wyoming terminals and Denver, Colorado; and east via our wholly-owned Cenex Pipeline, LLC to Glendive, Montana, and Minot and Fargo, North Dakota.

McPherson Refinery.   As of August 31, 2015, we owned approximately 88.9% of the McPherson, Kansas refinery which was owned and operated by National Cooperative Refinery Association ("NCRA"). In September 2015, we became the sole owner of the McPherson refinery upon the final closing under our November 2011 agreement to purchase the noncontrolling interests in NCRA which is now known as CHS McPherson Refinery Inc. ("CHS McPherson"). See Note 17, Acquisitions , to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information. The McPherson refinery processes approximately 80% low and medium sulfur crude oil and 20% heavy sulfur crude oil into gasoline, diesel fuel and other distillates, propane and other products. The refinery sources its crude oil through its own pipelines as well as common carrier pipelines. The low and medium sulfur crude oil is sourced from Kansas, North Dakota, Oklahoma and Texas, and the heavy sulfur crude oil is sourced from Canada.

Our McPherson refinery processes approximately 85,000 barrels of crude oil per day to produce refined products that consist of approximately 51% gasoline, 44% diesel fuel and other distillates, and 2% propane and other products. Approximately 29% of the refined fuels are loaded into trucks at the McPherson refinery or shipped via its proprietary products pipeline to our terminal in Council Bluffs, Iowa. The remaining refined fuel products are shipped to other markets via common carrier pipelines.

Other Energy Operations.   We own six propane terminals, four asphalt terminals, seven refined product terminals and three lubricants blending and packaging facilities. We also own and lease a fleet of liquid and pressure trailers and tractors, which are used to transport refined fuels, propane, anhydrous ammonia and other products.


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Products and Services

Our Energy segment produces and sells (primarily wholesale) gasoline, diesel fuel, propane, asphalt, lubricants and other related products and provides transportation services. In addition to selling the products refined at our Laurel and McPherson refineries, we purchase products from third parties. For fiscal 2015, we obtained approximately 53% of the refined products we sold from our Laurel and McPherson refineries, and approximately 47% from third parties.

Sales and Marketing; Customers

We market approximately 80% of our refined fuel products to members, with the balance sold to non-members. Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex trade name. We sold approximately 1.4 billion gallons of gasoline and approximately 1.9 billion gallons of diesel fuel in fiscal 2015, excluding CHS McPherson's (then known as NCRA) sales to minority owners and others totaling approximately 127 million gallons. We also blend, package and wholesale auto and farm machinery lubricants to both members and non-members. We are one of the nation’s largest propane wholesalers based on revenues. Most of the propane sold in rural areas is for heating and agricultural usage. Annual sales volumes of propane vary greatly depending on weather patterns and crop conditions.

Industry; Competition

The petroleum business is highly cyclical. Demand for crude oil and energy products is driven by the condition of local and worldwide economies, local and regional weather patterns and taxation relative to other energy sources, which can significantly affect the price of refined fuel products. Most of our energy product market is located in rural areas, so sales activity tends to follow the planting and harvesting cycles. More fuel-efficient equipment, reduced crop tillage, depressed prices for crops, weather conditions and government programs which encourage idle acres, may all reduce demand for our energy products.

Regulation.   Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment’s operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the Environmental Protection Agency ("EPA"), the Department of Transportation ("DOT") and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the Chicago Mercantile Exchange ("CME"), as well as the U.S. Commodity Futures Trading Commission ("CFTC").

Competition.   The petroleum refining and wholesale fuels business is very competitive. Among our competitors are some of the world’s largest integrated petroleum companies, which have their own crude oil supplies, distribution and marketing systems. We also compete with smaller domestic refiners and marketers in the midwestern and northwestern United States, with foreign refiners who import products into the United States and with producers and marketers in other industries supplying other forms of energy and fuels to consumers. Given the commodity nature of the end products, profitability in the refining and marketing industry depends largely on margins, as well as operating efficiency, product mix and costs of product distribution and transportation. The retail gasoline market is highly competitive, with much larger competitors that have greater brand recognition and distribution outlets throughout the country and the world. Our owned and non-owned retail outlets are located primarily in the northwestern, midwestern and southern United States.

We market refined fuels products in five principal geographic areas. The first area includes the Midwest and northern plains. Competition at the wholesale level in this area includes major oil companies, including Phillips 66, Shell, Tesoro and BP as well as independent refiners and wholesale brokers/suppliers. This area has a robust spot market and is influenced by the large refinery center along the gulf coast. The majority of the product moved in this market is shipped on the Magellan and NuStar pipeline systems.

To the east of the Midwest and northern plains is another unique marketing area. This area centers near Chicago, Illinois and includes eastern Wisconsin, Illinois and Indiana. We principally compete with the major oil companies Marathon, BP, ExxonMobil and Citgo as well as independent refineries and wholesale brokers/suppliers.


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Another market area is located south of Chicago, Illinois. Most of this area includes Arkansas, Missouri and the northern part of Texas. Competition in this area includes the major oil companies Phillips 66, Valero and ExxonMobil and independent refiners. This area is principally supplied from the Gulf coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance.

Another geographic area includes Montana, western North Dakota, Wyoming, Utah, Idaho, Colorado and western South Dakota. Competition at the wholesale level in this area includes the major oil companies ExxonMobil, Phillips 66 and Tesoro and independent refiners. This area is also noted for being fairly well balanced in demand and supply, but has in recent times been impacted by the large growth of demand from the Bakken crude activity in this region.

The last area includes much of Washington and Oregon. We compete with the major oil companies Phillips 66, Tesoro, BP and Chevron in this area. This area is also known for volatile prices and an active spot market.


AG

Our Ag segment includes our crop nutrients, country operations, grain marketing, renewable fuels and processing and food ingredients businesses. In fiscal 2015, revenues in our Ag segment were $26.3 billion consisting principally of grain sales of $17.2 billion after elimination of inter-segment revenues.

Grain Marketing

Overview

We are the nation’s largest cooperative marketer of grain and oilseed based on grain storage capacity and grain sales, handling over 2.0 billion bushels annually. During fiscal 2015 , we purchased approximately half of our total grain volumes from individual and cooperative association members and our country operations business, with the balance purchased from third parties. We arrange for the transportation of the grains either directly to customers or to our owned or leased grain terminals and elevators awaiting delivery to domestic and foreign purchasers. We primarily conduct our grain marketing operations directly, but do conduct some of our business through TEMCO, LLC ("TEMCO"), a 50% joint venture with Cargill.

Operations

Our grain marketing operations purchase grain directly and indirectly from agricultural producers primarily in the midwestern and western United States. The purchased grain is typically contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and arranging for its transportation to that location. The sale of grain is recorded after title to the commodity has transferred and final weights, grades and settlement price have been agreed upon. Amounts billed to the customer as part of a sales transaction include the costs for shipping and handling. Our ability to arrange efficient transportation, including loading capabilities onto unit trains, ocean-going vessels and barges, is a significant part of the services we offer to our customers. Rail, vessel, barge and truck transportation is carried out by third parties, often under long-term freight agreements with us. Grain intended for export is usually shipped by rail or barge to an export terminal, where it is loaded onto ocean-going vessels. Grain intended for domestic use is usually shipped by rail or truck to various locations throughout the country.

We own and operate export terminals, river terminals and elevators involved in the handling and transport of grain and grain products. Our river terminals are used to load grain onto barges for shipment to both domestic and export customers via the Mississippi River system. These river terminals are located at Savage and Winona, Minnesota; Davenport, Iowa; and Pekin, Illinois as well as terminals in which we have put-through agreements located at St. Louis, Missouri and Beardstown and Havana, Illinois. Our export terminal at Superior, Wisconsin provides access to the Great Lakes and St. Lawrence Seaway, and our export terminal at Myrtle Grove, Louisiana serves the Gulf of Mexico market. In the Pacific Northwest, we conduct our grain marketing operations through TEMCO which operates export terminals in Tacoma, Washington; Kalama, Washington; and Portland, Oregon and primarily exports wheat, corn and soybeans. These facilities serve the Pacific market. We also own two 110-car shuttle-receiving elevator facilities in Friona, Texas and Collins, Mississippi that serve large-scale feeder cattle, dairy and poultry producers in those regions.

For sourcing and marketing grains and oilseeds through the Black Sea, Mediterranean Basin and Middle East regions to customers worldwide we have offices in Geneva, Switzerland; Barcelona, Spain; Kiev, Ukraine; Krasnodar, Russia; Novi Sad, Serbia; Bosanski Samac, Bosnia; Bucharest, Romania; Sofia, Bulgaria; and marketing offices in Amman, Jordan and Istanbul, Turkey. We have a deep water port in Constanta, Romania, a barge loading facility on the Danube River in Giurgiu,

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Romania, three inland terminals in Bosnia, three inland terminals in Russia and an inland grain terminal at Oroshaza, Hungary (leased to a joint venture). We have an investment in a port facility in Odessa, Ukraine.
In the Pacific Rim area, we have marketing offices in Singapore; Seoul, South Korea; Taipei, Taiwan; and Shanghai, China that serve customers receiving grains and oilseeds from our origination points in North America, South America, Australia and the Black Sea regions. In Australia we have investments in inland grain storage facilities and container packaging and logistics facilities.
In South America we have grain merchandising offices to source grains in Sao Paulo, Brazil; Ciudad de Este, Paraguay; Montevideo, Uruguay; and Buenos Aires, Argentina. In Brazil we have an investment in a deep water port facility in Itaqui Port. In Argentina, we own a fertilizer warehouse in the Necochea area, have an investment in a deep water port facility in Necochea and have an investment in a sunflower processing facility.
Finally, we sell and market crop nutrients from our Geneva, Switzerland; Singapore; Sao Paulo, Brazil; Ciudad de Este, Paraguay; and Buenos Aires, Argentina offices.
Our grain marketing operations may have significant working capital needs, at any time, depending on commodity prices and other factors. The amount of borrowings for this purpose, and the interest rate charged on those borrowings, directly affects the profitability of our grain marketing operations.

Products and Services

Our grain marketing operations purchased approximately 2.0 billion bushels of grain during the year ended August 31, 2015 , which primarily included corn, soybeans, wheat and distillers dried grains with solubles. Of the total grains purchased by our grain marketing operations, 744 million bushels were from our individual and cooperative association members, 346 million bushels were from our country operations business and the remainder was from third parties.

Sales and Marketing; Customers

Purchasers of our grain and oilseed include domestic and foreign millers, maltsters, feeders, crushers and other processors. To a much lesser extent, purchasers include intermediaries and distributors. Our grain marketing operations are not dependent on any one customer, and its supply relationships call for delivery of grain at prevailing market prices.

Industry; Competition

Regulation.   Our grain marketing operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling. In some instances, such liability exists regardless of fault. Our grain marketing operations are also subject to laws and related regulations and rules administered by the USDA, the FDA, and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of food and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the CME, as well as the CFTC.

Competition.   Our grain marketing operations compete for both the purchase and the sale of grain. Competition is intense and margins are low. Some competitors are integrated food producers, which may also be customers. A few major competitors have substantially greater financial resources than us.

In the purchase of grain from producers, location of a delivery facility is a prime consideration, but producers are increasingly willing to transport grain longer distances for sale. Price is affected by the capabilities of the facility; for example, if it is cheaper to deliver to a customer by unit train than by truck, a facility with unit train capabilities provides a price advantage. We believe that our relationships with individual members serviced by our local country operations locations and with our cooperative members give us a broad origination capability.

Our grain marketing operations compete for grain sales based on price, services and ability to provide the desired quantity and quality of grains. Location of facilities is a major factor in the ability to compete. Our grain marketing operations

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compete with numerous grain merchandisers, including major grain merchandising companies such as Archer Daniels Midland ("ADM"), Cargill, Incorporated ("Cargill") and Bunge as well as others, each of which handles significant grain volumes.

The results of our grain marketing operations may be adversely affected by relative levels of supply and demand, both domestic and international, commodity price levels (including grain prices reported on national markets) and transportation costs and conditions. Supply is affected by weather conditions, disease, insect damage, acreage planted and government regulations and policies. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, the affluence of foreign countries, acts of war, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, population growth, the level of per capita consumption of some products and the level of renewable fuels production.

Country Operations

Overview

Our country operations business purchases a variety of grains from our producer members and other third parties, and provides producer members and other customers with access to a full range of products, programs and services for production agriculture. Country operations operates 475 agri-operations locations through 73 business units dispersed throughout Colorado, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington, Wisconsin, and Canada. Most of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service.

Products and Services

Grain Purchasing.   We are one of the largest country elevator operators in North America based on revenues. Through a majority of our locations, our country operations business units purchase grain from member and non-member producers and other elevators and grain dealers. Most of the grain purchased is sold through our grain marketing operations, used for livestock feed production or sold to other processing companies. For the year ended August 31, 2015, country operations purchased approximately 604 million bushels of grain, primarily wheat, corn and soybeans. Of these bushels, 573 million were purchased from members and 346 million were sold through our grain marketing operations.

Other Products.   Our country operations business units manufacture and sell other products, both directly and through ownership interests in other entities. These include seed, crop nutrients, crop protection products, energy products, animal feed, animal health products and processed sunflower products.

Industry; Competition

Regulation.   Our country operations business is subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and the investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling. In some instances, such liability exists regardless of fault. Our country operations business is also subject to laws and related regulations and rules administered by the United States Department of Agriculture ("USDA"), the United States Food and Drug Administration ("FDA"), and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the CME, as well as the CFTC.

Competition.   We compete primarily on the basis of price, services and patronage. Competitors for the purchase of grain include ADM, Cargill and similar corporations as well as local cooperatives, private grain companies and processors at the majority of our locations in the trade territories in which we operate.

Competitors for our farm supply and feed business include Cargill, ADM, and Land O' Lakes as well as local cooperatives and smaller private companies at the majority of locations throughout our trade territory.


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Crop Nutrients

Overview

We believe our North American wholesale crop nutrients business is one of the largest wholesale fertilizer businesses in the U.S. based on tons sold. Tons sold include sales to our country operations retail business. There is significant seasonality in the sale of agronomy products and services, with peak activity coinciding with the planting seasons. There is also significant volatility in the prices for the crop nutrient products we purchase and sell.

In August 2015, we entered into an agreement with CF Industries Holdings, Inc. ("CF Industries") to invest $2.8 billion in cash in exchange for an 11.4% membership interest (based on product tons) in CF Industries Nitrogen LLC ("CF Nitrogen") and a separate supply agreement to purchase nitrogen fertilizer products from that entity over an 80-year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016.

Operations

Products are delivered directly to the customer from the manufacturer or through our 22 inland or river warehouse terminals and other non-owned storage facilities located throughout the United States. To supplement what is purchased domestically, our Galveston, Texas deep water port and terminal receives fertilizer by vessel from origins such as Asia and the Caribbean basin where significant volumes of urea are produced. The fertilizer is then shipped by rail to destinations within crop producing regions of the country.

Primary suppliers for our wholesale crop nutrients business include CF Industries, HELM, Potash Corporation of Saskatchewan, Mosaic Company, Koch Industries and Petrochemical Industries Company ("PIC") in Kuwait.

Products and Services

Our wholesale crop nutrients business purchases and sells nitrogen (ammonia, Urea Ammonia Nitrate solution ("UAN") and Urea), phosphate and potash based products.

Sales and Marketing; Customers

Our wholesale crop nutrients business sells to local retailers from New York to the west coast and from Canada to Texas. Our largest customer is our own country operations business, which is also included in our Ag segment. Many of the customers of our crop nutrients business are also customers of our Energy segment or suppliers to our grain marketing business.

Industry; Competition

Regulation.   Our wholesale crop nutrients operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling. In some instances, such liability exists regardless of fault.

Competition.   The wholesale distribution of crop nutrients products is highly competitive and dependent upon relationships with local cooperatives and private retailers, proximity to the customer and competitive pricing. We compete with other large agronomy distributors, as well as other regional or local distributors, retailers and manufacturers. Major competitors in crop nutrients distribution include Agrium, CF Industries, Gavilon, Koch Industries, and a variety of traders and brokers.


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Processing and Food Ingredients

Overview

Our processing and food ingredients business operates globally and converts oilseeds into meal, soyflour, edible oils, and associated by-products. We then further process soyflour for use in the food/snack industry. In July 2015, we purchased a canola processing facility in Hallock, Minnesota that produces canola oil and canola meal.

Operations

Our oilseed processing operations are conducted at facilities in Mankato, Minnesota; Fairmont, Minnesota; Creston, Iowa; Hallock, Minnesota; and Ashdod, Israel that can crush approximately 127 million bushels of oilseeds on an annual basis, producing approximately 2.8 million short tons of meal/flour and 1.6 billion pounds of edible oil. We also have operations in Hutchinson, Kansas; Ningbo, China; and South Sioux City, Nebraska where we further process soyflour for use in the food/snack industry.

Products and Services

Our oilseed processing operations produce three primary products: refined oils, soybean meal and soyflour. Refined oils are used in processed foods, such as margarine, shortening, salad dressings and baked goods, as well as methyl ester/biodiesel production, and to a lesser extent, for certain industrial uses such as plastics, inks and paints. Soybean meal has high protein content and is used for feeding livestock. Soyflour is used in the baking industry, as a milk replacement in animal feed and in industrial applications. Soyflour is processed further to produce textured concentrates and isolates used in the food/snack industry.

Our domestic oilseed processing facilities are located in areas with a strong production base of oilseeds and end-user market for the meal and soyflour. We purchase our oilseeds from members, global offices and third parties with tightly integrated connections with our grain marketing and country operations divisions. Our crushing operations currently produce approximately 95% of the edible oil that is refined, and purchase the balance from outside suppliers.

Soybeans and canola seeds are commodities and their price can fluctuate significantly depending on production levels, demand for the products and other supply factors.

Sales and Marketing; Customers

Our customers for edible oils are principally large food product companies including Ventura Foods, LLC ("Ventura Foods"), in which we hold a 50% ownership interest and with which we have a long-term supply agreement to supply edible oils as long as we maintain a minimum 25.5% ownership interest and our price is competitive with other suppliers of the product. We primarily sell meal to integrated livestock producers and feed mills and flour to customers in the food ingredient industry.
    
Industry; Competition

The refined oilseed industries are highly competitive. Major industry competitors include ADM, Cargill, Ag Processing Inc. and Bunge. These and other competitors have acquired other processors, expanded existing plants or constructed new plants, both domestically and internationally. Price, transportation costs, services and product quality drive competition. We are a relatively small participant in the protein food industry.

Regulation.   Our processing and food ingredients operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to such sites for treatment, storage, disposal or recycling. In some instances, such liability exists regardless of fault. Our processing and food ingredients operations are also subject to laws and related regulations and rules administered by the USDA, the FDA, and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of food and grain products. Failure to comply with these laws, regulations and rules could subject us, or our foods partners, to administrative penalties,

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injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the CME, as well as the CFTC.

Renewable Fuels
Overview
Our renewable fuels business produces ethanol and dried distillers grains with solubles ("DDGS"). We also market and distribute these products throughout the United States and overseas for our plants and other production plants.
Operations
We own and operate two ethanol plants in Rochelle, and Annawan, Illinois. These plants produce 250 million gallons of fuel grade ethanol and 650 thousand tons of DDGS annually. We also market over 500 million gallons of ethanol and 3.5 million tons of DDGS annually under marketing agreements for other production plants.

Products and Services
Our renewable fuels operations produce two primary products: Ethanol and DDGS. Ethanol is blended into gasoline. DDGS have a high protein content and are used for feeding livestock.

Sales and Marketing; Customers

Our renewable fuels business sells its production of ethanol and distillers grains throughout the United States and various international locations. We market renewable fuels to energy customers across the U.S. and through our Cenex- branded retail petroleum outlets and Cenex® convenience stores, and market DDGS globally on behalf of more than 20 ethanol plants across the United States. 

Industry; Competition
Regulation. Our renewable fuels operations are subject to laws, regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposition of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling. In some instances, such liability exists regardless of fault. Our renewable fuels operations are also subject to laws, regulations and rules administered by the USDA, the FDA, and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of food and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the CME, as well as the CFTC.
Competition. Ethanol and DDGS are globally traded commodities and the industry is highly competitive. The U.S. ethanol market is highly diverse with over 200 ethanol plants with more than 60 owners. Competitiveness of the industry is driven by: locations of the ethanol plant in relation to local corn availability; market access/transportation costs to DDGS and Ethanol markets; global trade flows of DDGS and ethanol; price spread between gasoline and ethanol; and efficiency of plant operations.
 
CORPORATE AND OTHER

Business Solutions

Financial Services.   In the past year, we have provided open account financing to approximately 75 of our cooperative association members. These arrangements involve the discretionary extension of credit in the form of a clearing account for settlement of grain purchases and as a cash management tool.


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CHS Capital, LLC.   CHS Capital, LLC ("CHS Capital"), our wholly-owned subsidiary finance company, provides cooperative associations with a variety of loans that meet commercial agriculture needs, including operating, term, revolving and other short and long-term options. It also provides an array of loans to producers, including crop input, crop operating, feed, livestock and margin call.

CHS Hedging, LLC.   Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered Futures Commission Merchant and a clearing member of both the Chicago Board of Trade and the Minneapolis Grain Exchange. CHS Hedging provides full-service commodity risk management services primarily to agricultural producers and commercial agribusinesses in the areas of agriculture and energy.

CHS Insurance.   Our wholly-owned subsidiary, CHS Insurance Services, LLC ("CHS Insurance"), is a full-service independent agency that offers property and casualty insurance, surety bonds, safety resources, employment services and group benefits. The customer base consists primarily of participants in the agribusiness, construction, energy and processing industries. Impact Risk Funding, Inc. PCC, a wholly-owned subsidiary of CHS Insurance, is a protected cell captive insurance entity used to provide alternative risk financing options for customers.

Wheat Milling

In January 2002, we formed a joint venture with Cargill named Horizon Milling, LLC ("Horizon Milling"), in which we held an ownership interest of 24%, with Cargill owning the remaining 76%. Horizon Milling was the largest U.S. wheat miller based on output volume, and we owned five mills that we leased to Horizon Milling. During fiscal 2007, we expanded this operation with the formation of Horizon Milling G.P. (24% CHS ownership with Cargill owning the remaining 76%), a joint venture that acquired a Canadian grain-based foodservice and industrial business, which includes two flour milling operations and two dry baking mixing facilities in Canada.

In our third quarter of fiscal 2014, we formed Ardent Mills, LLC ("Ardent Mills") the largest flour miller in the U.S., a joint venture with Cargill and ConAgra Foods, Inc., which combines the North American flour milling operations of the three parent companies, including assets from our existing joint venture milling operations Horizon Milling and Horizon Milling, ULC and CHS-owned mills, with CHS holding a 12% interest in Ardent Mills. Prior to closing, we contributed $32.8 million to Horizon Milling to pay off existing debt as a pre-condition to close. Upon closing, Ardent Mills was financed with funds from third-party borrowings, which did not require credit support from the owners. We received $121.2 million of cash proceeds distributed to us in proportion to our ownership interest, adjusted for deviations in specified working capital target amounts, and recognized a gain of $109.2 million, associated with this transaction. In connection with the closing, the parties also entered into various ancillary and non-compete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. As we hold one of the five board seats, we account for Ardent Mills as an equity method investment, and on August 31, 2015 , our investment was $196.8 million .

Foods

Our primary focus in the foods area is Ventura Foods, LLC ("Ventura Foods") which produces and distributes vegetable oil-based products such as margarine, salad dressing and other food products. Ventura Foods was created in 1996, and is owned 50% by us and 50% by Wilsey Foods, Inc., a majority owned subsidiary of MBK USA Holdings, Inc. We account for our Ventura Foods investment under the equity method of accounting, and on August 31, 2015 , our investment was $347.7 million .

Ventura Foods manufactures, packages, distributes and markets bulk margarine, salad dressings, mayonnaise, salad oils, syrups, soup bases and sauces, many of which utilize soybean oil as a primary ingredient. Approximately 35% of Ventura Foods’ volume, based on sales, comes from products for which Ventura Foods owns the brand, and the remainder comes from products that it produces for third parties. A variety of Ventura Foods’ product formulations and processes are proprietary to it or its customers. Ventura Foods is the largest manufacturer of margarine for the foodservice sector in the U.S. and is a major producer of many other products.

Ventura Foods currently has 12 manufacturing and distribution locations across the United States. Ventura Foods sources its raw materials, which consist primarily of soybean oil, canola oil, palm/coconut oil, peanut oil and other ingredients and supplies, from various national and overseas suppliers, including our oilseed processing operations. It sells the products it manufactures to third parties as a contract manufacturer, as well as directly to retailers, food distribution companies and large institutional food service companies. Ventura Foods sales are approximately 60% in foodservice and the remainder is split between retail and industrial customers who use edible oil products as ingredients in foods they manufacture for resale.


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Ventura Foods competes with a variety of large companies in the food manufacturing industry. Major competitors include ADM, Cargill and Bunge and others in the food manufacturing industry.


PRICE RISK AND HEDGING

When we enter into a commodity purchase or sales commitment, we incur risks related to price changes and performance including delivery, quality, quantity and shipment period. In the event that market prices decrease, we are exposed to risk of loss in the market value of inventory and purchase contracts with a fixed or partially fixed price. Conversely, we are exposed to risk of loss on our fixed or partially fixed price sales contracts in the event that market prices increase.

Our use of hedging reduces the exposure to price volatility by protecting against adverse short-term price movements, but it also limits the benefits of favorable short-term price movements. To reduce the price risk associated with fixed price commitments, we generally enter into commodity derivative contracts, to the extent practical, to achieve a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are primarily transacted on regulated commodity futures exchanges but may also include over-the-counter derivative instruments when deemed appropriate. For commodities where there is no liquid derivative contract, risk is managed through the use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities.
These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes. The contracts are recorded on our Consolidated Balance Sheets at fair values based on quotes listed on regulated commodity exchanges or the market prices of the underlying products listed on the exchanges. Fertilizer and propane contracts are accounted for as normal purchase and normal sales transactions. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations.
When a futures position is established, initial margin must be deposited with the applicable exchange or broker. The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion. If the market price relative to a short futures position increases, an additional margin deposit would be required. Similarly, a margin deposit would be required if the market price relative to a long futures position decreases. Conversely, if the market price increases relative to a long futures position or decreases relative to a short futures position, margin deposits may be returned by the applicable exchange or broker.
Our policy is to maintain hedged positions in grains and oilseeds. Our profitability from operations is primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include established net position limits. These limits are defined for each commodity and include both trader and management limits. This policy and computerized procedures in our grain marketing operations require a review by operations management when any trader is outside of position limits and also a review by our senior management if operating areas are outside of position limits. A similar process is used in our energy and wholesale crop nutrients operations. The position limits are reviewed, at least annually, with our management and Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions. In addition, all purchase and sales contracts are subject to credit approvals and appropriate terms and conditions.
Use of hedging does not protect against nonperformance by counterparties to contracts. We primarily use exchange traded instruments that clear through a designated clearing organization which stands between us and the counterparty to minimize our counterparty exposure. We evaluate exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different than the current market prices. We manage our risks by entering into fixed price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.

EMPLOYEES

On August 31, 2015, we had 12,511 full, part-time, temporary and seasonal employees, which included 708 employees of CHS McPherson (formerly known as NCRA). Of that total, 3,035 were employed in our Energy segment, 6,327 in our

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country operations business (including approximately 1,478 seasonal and temporary employees), 227 in our crop nutrients operations, 1,243 in our grain marketing operations, 846 in our processing and food ingredients operations, 154 in our renewable fuels operations and 679 in Corporate and Other. In addition to those employed directly by us, many employees work for joint ventures in which we have a 50% or less ownership interest, and are not included in these totals.

Employees in certain areas are represented by collective bargaining agreements. Refinery and pipeline workers in Laurel, Montana are represented by agreements with two separate unions: the United Steel Worker ("USW") Union Local 11- 443 represents 219 refinery employees for which agreements are in place through January 31, 2019 and the Oil Basin Pipeliners Union ("OBP") represents 20 pipeline employees for which they have an evergreen labor agreement that renews every September 1, unless 60 days' notice is given. The contract covering the McPherson, Kansas refinery includes 335 employees represented by the United Steel Workers of America ("USWA") that is in place through June 2019. There are currently 82 employees in transportation and lubricant plant operations covered by collective bargaining agreements with the Teamsters that expire at various times, including a labor contract with Montana drivers which represents 21 employees, one with Wisconsin drivers representing 26 employees and one with lubricant plant production workers representing 35 employees.

Certain production workers in our processing and food ingredients operations are subject to collective bargaining agreements with the Bakery, Confectionary, Tobacco Worker and Grain Millers ("BCTGM") representing 122 employees, which expires on June 30, 2017 and the Pipefitters' Union representing 2 employees, which expires on April 30, 2016. The BTWGM also represents 40 employees at our Superior, Wisconsin grain export terminal with a contract expiring on June 30, 2016.

Various union contracts cover employees in other grain and crop nutrient terminal operations including: the USWA represents 90 employees at our Myrtle Grove, Louisiana grain export terminal with a contract expiring on May 31, 2016 and Teamsters represents 7 employees at our Winona, Minnesota river terminal with a contract expiring on February 28, 2019. Finally, certain employees in our country operations business are represented by two collective bargaining agreements. One with the BTWGM which represents 32 employees in two locations, Hermiston, Oregon and Great Falls, Montana, with contracts expiring on December 31, 2017 and June 30, 2018, respectively. The second with the Grain and General Services Union ("ILWU-Canada") which represents 4 employees located at Edenwold, SK, Canada.


CHS GOVERNANCE AND AUTHORIZED CAPITAL

Introduction

We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and non-member patrons. Our patrons, not us, are subject to income taxes on income from patronage sources, which is distributed to them as qualified patronage. We are subject to income taxes on undistributed patronage income, non-qualified patronage distributions and non-patronage-sourced income. See “— Tax Treatment” below.

Distribution of Net Income; Patronage Dividends

We are required by our organizational documents to annually distribute net earnings derived from patronage business with members to members on the basis of patronage, except that the Board of Directors may elect to retain and add to our unallocated capital reserve an amount not to exceed 10% of the distributable net income from patronage business. We may also distribute net income derived from patronage business with a non-member if we have agreed to conduct business with the non-member on a patronage basis. Net income from non-patronage business may be distributed to members or added to the unallocated capital reserve, in whatever proportions the Board of Directors deems appropriate.

Accordingly, patronage refunds are calculated based on amounts using financial statement earnings. The cash portion of the patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of qualified and non-qualified capital equity certificates. Consenting patrons have agreed to take both the cash and qualified capital equity certificate portion allocated to them from our previous fiscal year’s income into their taxable income, and as a result, we are allowed a deduction from our taxable income for both the cash distribution and the allocated qualified capital equity certificates, as long as the cash distribution is at least 20% of the total patronage distribution. For the years ended August 31, 2014 and August 31, 2013 , 10% of earnings from patronage business was added to our capital reserves and the remaining 90% was primarily distributed during the second fiscal quarters of the years ended August 31, 2015 and August 31, 2014 , totaling $821.5 million and $841.1 million , respectively. The cash portion of the qualified distributions was deemed by the Board of Directors to be 40% for fiscal 2014 and 2013. Cash related to these distributions was $271.2 million and $286.8 million and

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was paid during the years ended August 31, 2015 and August 31, 2014 , respectively. During the year ended August 31, 2013 , we distributed patronage refunds of $976.0 million , of which the cash portion was $380.9 million .
    
Patrons’ Equities

Patrons’ equities are in the form of book entries and represent a right to receive cash or other property when we redeem them. Patrons’ equities form part of our capital, do not bear interest, and are not subject to redemption upon request of a patron. Patrons’ equities are redeemable only at the discretion of the Board of Directors and in accordance with the terms of the redemption policy adopted by the Board of Directors, which may be modified at any time without member consent. Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual program for qualified equities held by them and another for individuals who are eligible for qualified equity redemptions at age 70 or upon death. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2015 , that will be distributed in fiscal 2016, to be approximately $107.3 million .

Cash redemptions of qualified patrons' and other equities during the years ended August 31, 2015 , 2014 and 2013 were $128.9 million , $99.6 million and $193.4 million , respectively. Additionally, in fiscal 2014, we redeemed $200.0 million of patrons' equities by issuing 6,752,188 shares of Class B Series 1 Preferred Stock in exchange for members' equity certificates.

Governance

We are managed by a Board of Directors of not less than 17 persons elected by the members at our annual meeting. Terms of directors are staggered so that no more than seven directors are elected in any year. Our articles of incorporation and bylaws may be amended only upon approval of a majority of the votes cast at an annual or special meeting of our members, except for the higher vote described under “— Certain Antitakeover Measures” below.

Membership

We have two types of members, individuals and cooperative associations involved in agricultural production. As a membership cooperative, we do not have common stock. We may issue equity or debt instruments, on a patronage basis or otherwise, to our members.

Voting Rights

Voting rights arise by virtue of active membership in CHS, not because of ownership of any equity or debt instruments. Members that are cooperative associations that have met a minimum volume of business threshold with us during the previous fiscal year are entitled to vote based upon a formula that takes into account the equity held by the cooperative in CHS and the average amount of business done with us over the previous three years.

Members who are individuals that have done business with us during the previous fiscal year are entitled to one vote each. Individual members may exercise their voting power directly or through patrons’ associations affiliated with a grain elevator, feed mill, seed plant or any other of our facilities (with certain historical exceptions) recognized by our Board of Directors. The number of votes of patrons’ associations is determined under the same formula as cooperative association members.

Most matters submitted to a vote of the members require the approval of a majority of the votes cast at a meeting of the members, although certain actions require a greater vote. See “— Certain Antitakeover Measures” below.

Holders of our 8% Cumulative Redeemable Preferred Stock do not have voting rights, except as required by applicable law; provided, that the affirmative vote of two-thirds of the outstanding 8% Cumulative Redeemable Preferred Stock will be required to approve (i) any amendment to our articles of incorporation or the resolutions establishing the terms of our 8% Cumulative Redeemable Preferred Stock if the amendment adversely affects the rights or preferences of our 8% Cumulative Redeemable Preferred Stock or (ii) the creation of any class or series of equity securities having rights senior to our 8% Cumulative Redeemable Preferred Stock as to the payment of dividends or distribution of assets upon our liquidation, dissolution or winding up.


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Holders of our Class B Preferred Stock do not have voting rights, except as required by applicable law; provided, that the affirmative vote of a majority of the outstanding shares of Class B Preferred Stock, voting as a class, will be required to approve (i) any amendment to our articles of incorporation or the resolutions establishing the terms of the Class B Preferred Stock, if the amendment adversely affects the powers, rights or preferences of the holders of the Class B Preferred Stock; or (ii) the creation of any class or series of capital stock, equity capital or patrons' equities having rights senior to our Class B Preferred Stock, as to the payment of dividends or distribution of assets upon our liquidation, dissolution or winding up. In addition, the holders of our Class B Series 2 Preferred Stock, our Class B Series 3 Preferred Stock and our Class B Series 4 Preferred Stock each vote separately as a series in respect of amendments solely relating to such series of our Class B Preferred Stock and adversely affecting the holders thereof.

Debt and Equity Instruments

We may issue debt and equity instruments to our current members and patrons, on a patronage basis or otherwise, and to persons who are neither members nor patrons. All equity we issue is subject to a first lien in favor of us for all indebtedness of the holder to us. On August 31, 2015 , our outstanding capital includes patrons’ equities (consisting of qualified and non-qualified Capital Equity Certificates and Non-patronage Equity Certificates), preferred stock and certain capital reserves.

Dividends, which may be cumulative, may be paid on equity capital of CHS that is established in accordance with our articles of incorporation, provided that dividends on such equity capital may not exceed eight percent (8%) per annum. Unless otherwise expressly authorized by our Board of Directors, preferred stock established and issued pursuant to our articles of incorporation may only be sold or transferred with the approval of our Board of Directors. All of our preferred stock is listed and traded on the NASDAQ Global Select Market as expressly authorized by our Board of Directors.

Distribution of Assets upon Dissolution; Merger and Consolidation

In the event of our dissolution, liquidation or winding up, whether voluntary or involuntary, all of our debts and liabilities would be paid first according to their respective priorities. After such payment, the holders of each share of our preferred stock and any other equity securities would then be entitled to receive payment, out of available assets, in accordance with their respective liquidation preferences. After such distribution to the holders of equity capital, any excess would be paid to patrons on the basis of their past patronage with us. Our bylaws provide for the allocation among our members and nonmember patrons of the consideration received in any merger or consolidation to which we are a party.

Certain Antitakeover Measures

Our governing documents may be amended upon the approval of a majority of the votes cast at an annual or special meeting. However, if our Board of Directors, in its sole discretion, declares that a proposed amendment to our governing documents involves or is related to a “hostile takeover,” the amendment must be adopted by 80% of the total voting power of our members.

The approval of not less than two-thirds of the votes cast at a meeting is required to approve a “change of control” transaction which would include a merger, consolidation, liquidation, dissolution or sale of all or substantially all of our assets. If our Board of Directors determines that a proposed change of control transaction involves a hostile takeover, the 80% approval requirement applies. The term “hostile takeover” is not further defined in the Minnesota cooperative law or our governing documents.

Tax Treatment

Subchapter T of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), sets forth rules for the tax treatment of cooperatives and applies to both cooperatives exempt from taxation under Section 521 of the Internal Revenue Code and to nonexempt corporations operating on a cooperative basis. We are a nonexempt cooperative.

As a cooperative, we are not taxed on qualified patronage (minimum cash distribution requirement of 20%) allocated to our patrons either in the form of equities or cash. Consequently, those amounts are taxed only at the patron level. However, the amounts of any allocated but undistributed patronage earnings (called non-qualified written notices of allocation) are taxable to us when allocated. Upon redemption of any non-qualified written notices of allocation, the amount is deductible to us and taxable to our patron.

Income derived by us from non-patronage sources is not entitled to the “single tax” benefit of Subchapter T and is taxed to us at corporate income tax rates.

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Prior to September 2013, NCRA (now CHS McPherson) was not consolidated for tax purposes. On September 1, 2013, NCRA began to be consolidated for tax purposes when our ownership increased to greater than 80%.

ITEM 1A.     RISK FACTORS

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The information in this Annual Report on Form 10-K for the year ended August 31, 2015 , includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, CHS and its representatives and agents may from time to time make other written or oral forward-looking statements, including statements contained in its filings with the Securities and Exchange Commission and its reports to its members and securityholders. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. Words and phrases such as “will likely result,” “are expected to,” “is anticipated,” “estimate,” “project," "plan," "intend," "believe" and similar expressions identify forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.

Our forward-looking statements are based on assumptions that we have made in light of our experience in the industries in which we operate, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. However, our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. This Cautionary Statement is for the purpose of qualifying for the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and is intended to be a readily available written document that contains factors which could cause results to differ materially from those projected in the forward-looking statements. The following matters, among others, may have a material adverse effect on our business, financial condition, liquidity, results of operations or prospects, financial or otherwise. Reference to this Cautionary Statement in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those which might be projected, forecasted, estimated or budgeted by us in the forward-looking statement or statements.

The following factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any particular forward-looking statement. The following review should not be construed as exhaustive.

Except as required by applicable law, we undertake no obligation to revise any forward-looking statements to reflect future events or circumstances.


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Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices, as well as global and domestic economic downturns and risks.

              Our revenues, results of operations and cash flows are affected by market prices for commodities such as crude oil, natural gas, ethanol, fertilizer, grain, oilseed, flour and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, disease, insect damage, drought, the availability and adequacy of supply, government regulation and policies, and general political and economic conditions. We are also exposed to fluctuating commodity prices as the result of our inventories of commodities, typically grain, fertilizer and petroleum products, and purchase and sale contracts at fixed or partially fixed prices. At any time, our inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. We have processes in place to monitor exposures to these risks and engage in strategies to manage these risks. If these controls and strategies are not successful in mitigating our exposure to these fluctuations, we could be materially and adversely affected. In addition, we are exposed to the risk of nonperformance by counterparties to contracts. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and liquidity and also the risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than the current market prices. Increases in market prices for commodities that we purchase without a corresponding increase in the prices of our products or our sales volume or a decrease in our other operating expenses could reduce our revenues and net income. In addition, the level of demand for our products is affected by global and regional demographics and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth or recessionary conditions in major geographic regions, may lead to a reduced demand for agricultural commodities, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Additionally, weak global conditions and adverse conditions in global financial markets may adversely impact the financial condition and liquidity of some of our customers, suppliers and other counterparties, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
              
Our revenues originated outside of the U.S. were approximately 20% of consolidated net sales in fiscal 2015 and one of our core strategic initiatives includes global expansion. As a result, we are exposed to risks associated with having increased global operations outside the U.S., including economic or political instability in the international markets in which we do business, including South America, Europe and the Middle East, the Black Sea and Mediterranean Basin regions and the Asia Pacific region.

              In our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices that we obtain for our refined products. The prices for both crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely. Factors influencing these prices, many of which are beyond our control, include:
levels of worldwide and domestic supplies;
capacities of domestic and foreign refineries;
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;
disruption in supply;
political instability or armed conflict in oil-producing regions;
the level of demand from consumers, agricultural producers and other customers;
the price and availability of alternative fuels;
the availability of pipeline capacity; and
domestic and foreign governmental regulations and taxes.

              The long-term effects of these and other conditions on the prices of crude oil and refined petroleum products are uncertain and ever-changing. Increases in crude oil prices without a corresponding increase in the prices of our refined petroleum products, and decreases in crude oil prices with larger corresponding decreases in the prices of our refined petroleum products, would reduce our net income. Accordingly, we expect our margins on, and the profitability of our energy business to fluctuate, possibly significantly, over time.


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Our revenues, results of operations and cash flows could be materially and adversely affected if our members were to do business with others rather than with us.

              We do not have an exclusive relationship with our members and our members are not obligated to supply us with their products or purchase products from us. Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues would decline and our results of operations and cash flows could be materially and adversely affected.

We participate in highly competitive business markets and we may not be able to continue to compete successfully, which would have a material adverse effect on us.

              We operate in several highly competitive business segments and our competitors may succeed in developing new or enhanced products that are better than ours, and may be more successful in marketing and selling their products than we are with ours. Competitive factors include price, service level, proximity to markets, product quality and marketing. In our business segments, we compete with certain companies that are larger, better known and have greater marketing, financial, personnel and other resources. As a result, we may not be able to continue to compete successfully with our competitors, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income significantly.

              Current federal income tax laws, regulations and interpretations regarding the taxation of cooperatives, which allow us to exclude income generated through business with or for a member (patronage income) from our taxable income, could be changed. If this occurred, or if in the future we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease.

We incur significant costs in complying with applicable laws and regulations. Any failure to make the capital or other investments necessary to comply with these laws and regulations could expose us to unanticipated expenditures and liabilities.

              We are subject to numerous federal, state and local provisions regulating our business and operations, including those involving antitrust, intellectual property, environmental, and U.S. and foreign anti-bribery/anti-corruption or other matters. We incur and expect to incur significant capital and operating expenses to comply with these laws and regulations. We may be unable to pass on those expenses to customers without experiencing volume and margin losses.

              We establish reserves for the future cost of known compliance obligations, such as remediation of identified environmental issues. However, these reserves may prove inadequate to meet our actual liability. Moreover, amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of currently unknown compliance issues may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Furthermore, our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines and injunctions, and recalls of our products. For example, we regularly maintain hedges to manage the price risks associated with our commercial operations. These transactions typically take place on exchanges such as the CME. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use, including the CME, as well as the CFTC. All exchanges have broad powers to review required records, investigate and enforce compliance and to punish noncompliance by entities subject to its jurisdiction. The failure to comply with such rules and regulations could lead to restrictions on our trading activities or subject us to enforcement action by the CFTC or a disciplinary action by the exchanges, which could lead to substantial sanctions.

In July 2013, CHS received a letter from the CFTC requesting CHS to preserve, and to produce to the CFTC on a voluntary basis, documents concerning CHS's trading positions, including futures hedging transactions on the CME, for the period from January 1, 2010 through June 30, 2013. CHS is complying with this request and continuing to cooperate with the CFTC's inquiry. CHS also received a letter from the CME in June 2013 advising that its market surveillance department was reviewing certain of CHS's futures positions in April and May of 2013 and requesting that CHS produce relevant documents for its review. CHS produced those documents and the CME closed its inquiry in December 2014. Any investigation or proceeding by the CME or the CFTC, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.


17



We are subject to the Foreign Corrupt Practices Act of 1977, as amended, and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations, and any noncompliance with those laws and regulations by us or others acting on our behalf could have a material adverse effect on our business, financial condition and results of operations.

We operate on a global basis and are subject to anti-corruption, anti-bribery and anti-kickback laws and regulations, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). The FCPA and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations in other jurisdictions generally prohibit companies and their intermediaries or agents from making improper payments to government officials or any other persons for the purpose of obtaining or retaining business. We operate and sell our products in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations may conflict with local customs and practices. In addition, in certain countries, we engage third-party agents or intermediaries to act on our behalf. If these third parties violate applicable anti-corruption, anti-bribery or anti-kickback laws or regulations, we may be liable for those violations. We have policies in place prohibiting employees from making or authorizing improper payments, we train our employees regarding compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations, and we utilize procedures to identify and mitigate risks of such misconduct by our employees or third party agents or intermediaries. However, we cannot provide assurances that our employees or third party agents or intermediaries will comply with those policies, laws and regulations. If we are found liable for violations of the FCPA, or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

Changing environmental and energy laws and regulation, may result in increased operating costs and capital expenditures and may have a material and adverse effect on us.

              New environmental laws and regulations, including new regulations relating to alternative energy sources and the risk of global climate change, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures or to make unforeseen changes to our operations, either of which could adversely affect us.

              It is possible that some form of regulation will be forthcoming at the federal level in the United States with respect to emissions of greenhouse gases ("GHG"s) (including carbon dioxide, methane and nitrous oxides). Also, new federal or state legislation or regulatory programs that restrict emissions of GHGs in areas where we conduct business could adversely affect our operations and the demand for our energy products, which would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. New legislation or regulator programs could require substantial expenditures for the installation and operation of systems and equipment that we do not currently possess or for substantial modifications to existing equipment. The actual effects of climate change on our businesses are, however, unknown and indeterminable at this time.

              Pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel Standard ("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or purchase renewable energy credits, known as RINs, in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs in our marketing operations under the RFS, however it is not enough to meet the needs of our refining capacity and RINs must be purchased on the open market. In recent years the price of RINs has been extremely volatile. As a result, the purchase of RINs could have a negative impact on our future refined fuels margins, the impact of which we are not able to estimate at this time.

Governmental policies and regulation affecting the agricultural sector and related industries could have a material adverse effect on us.

              The compliance burden and impact on our operations and profitability as a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and related regulations continue to evolve, as federal agencies are implementing its many provisions through regulation. These efforts to change the regulation of financial markets will subject users of derivatives, such as CHS, to extensive oversight and regulation by the CFTC. Such initiatives will impose significant additional costs on us, including operating and compliance costs, and could materially affect the availability, as well as the cost and terms, of certain transactions. Certain federal regulations, studies and reports addressing Dodd-Frank, including the regulation of swaps and derivatives, are still being implemented and others are being finalized. We will continue to monitor these developments. Any of these matters could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.


18



Environmental liabilities could have a material adverse effect on us.

              Many of our current and former facilities have been in operation for many years and, over that time, we and other operators of those facilities have generated, used, stored and disposed of substances or wastes that are or might be considered hazardous under applicable environmental laws, including liquid fertilizers, chemicals and fuels stored in underground and above-ground tanks. Any past or future actions in violation of applicable environmental laws could subject us to administrative penalties, fines, other costs, such as capital expenditures, and injunctions. In addition, an owner or operator of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling, can be liable for the cost of investigation and remediation under environmental laws. In some instances, such liability exists regardless of fault. Moreover, future or unknown past releases of hazardous substances could subject us to private lawsuits claiming damages, including for bodily injury or property damage, and to adverse publicity, which could have a material adverse effect on us. Liabilities, including legal costs, related to remediation of contaminated properties are not recognized until the related costs are considered probable and can be reasonably estimated.

Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.

              If any of our food or feed products became adulterated or misbranded, we would need to recall those items and could experience product liability claims if consumers or customers' livestock were injured as a result. A widespread product recall or a significant product liability judgment could cause our products to be unavailable for a period of time or could cause a loss of consumer confidence in our products. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our business and reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. In addition, general public perceptions regarding the quality, safety or health risks associated with particular food or feed products, such as concerns regarding genetically modified crops, could reduce demand and prices for some of the products associated with our businesses. To the extent that consumer preferences evolve away from products that our members or we produce for health or other reasons, such as the growing demand for organic food products, and we are unable to develop or procure products that satisfy new consumer preferences, there will be a decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our financial results are susceptible to seasonality.

              Many of our business activities are highly seasonal and operating results vary throughout the year. Our income is generally lowest during the second fiscal quarter and highest during the third fiscal quarter. For example, in our Ag segment, our crop nutrients and country operations businesses generally experience higher volumes and income during the spring planting season and during the fall harvest season. Our grain marketing operations are also subject to fluctuations in volume and income based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and income in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and income during the winter heating and crop drying seasons.

Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.

              Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, inclement weather and labor disputes. For example:
our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production;
our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages;
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;
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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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.

              The effects of any of these events could be significant. We maintain insurance coverage against many, but not all potential losses or liabilities arising from these operating hazards, but uninsured losses or losses above our coverage limits are possible. Uninsured losses and liabilities arising from operating hazards could have a material adverse effect on us.

Our cooperative structure limits our ability to access equity capital.

              As a cooperative, we may not sell common stock in our company. In addition, existing laws and our articles of incorporation and bylaws limit dividends on any preferred stock we may issue to 8% per annum. These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions.

Consolidation among the producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.

              Consolidation has occurred among the producers of products we purchase, including crude oil, fertilizer and grain, and it is likely to continue in the future. Consolidation could increase the price of these products and allow suppliers to negotiate pricing, supply availability and other contract terms that are less favorable to us. Consolidation also may increase the competition among consumers of these products to enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.

              Consolidation among purchasers of our products and in wholesale and retail distribution channels has resulted in a smaller customer base for our products and intensified the competition for these customers. For example, ongoing consolidation among distributors and brokers of food products and food retailers has altered the buying patterns of these businesses, as they have increasingly elected to work with product suppliers who can meet their needs nationwide rather than just regionally or locally. If these distributors, brokers and retailers elect not to purchase our products, our revenues, results of operations and cash flows could be materially and adversely affected.

              In the fertilizer market, consolidation at both the producer and customer level increases the potential for direct sales from the producer to the consumer.

If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.

              Numerous alternative energy sources currently under development could serve as alternatives to our gasoline, diesel fuel and other refined petroleum products. If any of these alternative products become more economically viable or preferable to our products for environmental or other reasons, demand for our energy products would decline. Demand for our gasoline, diesel fuel and other refined petroleum products also could be adversely affected by increased fuel efficiencies. Declining demand for our energy products could materially and adversely affect our revenues, results of operations and cash flows.

The results of our agronomy business are highly dependent upon certain factors outside of our control.

              Planted acreage, and consequently the volume of fertilizer and crop protection products applied, is partially dependent upon government programs, grain prices and the perception held by the producer of demand for production. Weather conditions during the spring planting season and early summer spraying season also affect agronomy product volumes and profitability. As a result, factors outside of our control could materially and adversely affect our revenues, results of operations and cash flows.

Technological improvements in agriculture could decrease the demand for our agronomy and energy products.

              Technological advances in agriculture could decrease the demand for crop nutrients, energy and other crop input products and services that we provide. Genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could affect the demand for our crop nutrients and crop protection products. Demand for fuel that we sell could decline as technology allows for more efficient usage of equipment. Declining demand for our products could materially and adversely affect our revenues, results of operations and cash flows.


20



We will require significant financing to consummate our strategic venture with CF Industries.

At the closing of our strategic venture with CF Industries, we will be required to pay $2.8 billion in cash to purchase a minority interest in CF Nitrogen. Currently, we expect to fund approximately $1.6 billion of this amount by incurring new additional indebtedness. There can be no assurance that market conditions will allow us to incur the additional debt required to consummate the strategic venture with CF Industries, including at favorable terms. If market conditions do not allow us to incur this new additional debt, and alternative financing sources are not available to us, the strategic venture with CF Industries may not be consummated.

Acquisitions, strategic alliances, joint ventures, divestitures, and other non-ordinary course of business events resulting from portfolio management actions and other evolving business strategies, including our strategic venture with CF Industries, could affect future results.

We monitor our business portfolio and organizational structure and have made and may continue to make acquisitions, strategic alliances, joint ventures, divestitures and changes to our organizational structure. With respect to acquisitions, future results will be affected by our ability to integrate acquired businesses quickly and obtain the anticipated synergies. Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture. Additionally, we may fail to consummate proposed acquisitions, divestitures, joint ventures or strategic alliances after incurring expenses and devoting substantial resources, including management time, to such transactions.

              Several parts of our business, including in particular, portions of our grain marketing, wheat milling and foods operations, are operated through joint ventures with third parties. By operating a business through a joint venture, we have less control over business decisions than we have in our wholly-owned or majority-owned businesses. In particular, we generally cannot act on major business initiatives in our joint ventures without the consent of the other party or parties in those ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that co-venturers might become bankrupt or fail to fund their share of required capital contributions, in which case we and any other remaining co-venturers would generally be liable for the joint venture's liabilities. Co-venturers may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Our co-venturers may take actions that are not within our control. Joint venture investments may also lead to impasses. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our day-to-day business. In addition, we may in certain circumstances be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

In February 2016, we expect to close our strategic venture with CF Industries, pursuant to which, among other things, we will purchase a minority interest in CF Nitrogen for $2.8 billion in cash and enter into a supply agreement that will entitle us to purchase up to an aggregate of 1.7 million tons of granular urea and urea ammonium nitrate solution annually at market prices over an 80-year term. Although we currently expect that our strategic venture with CF Industries will close on February 1, 2016, there can be no assurance that the closing of this strategic venture will not be delayed, or that the closing of this strategic venture will actually occur.

We utilize information technology systems to support our business. An ongoing multi-year implementation of an enterprise-wide resource planning ("ERP") system, security breaches, or other disruptions to our information technology systems or assets could interfere with our operations, compromise security of our customers’ or suppliers’ information, and expose us to liability which could adversely impact our business and reputation.

Our operations rely on certain key information technology (“IT”) systems, some of which are dependent upon third party services, to provide critical connections of data, information and services for internal and external users. Over the next several years, we expect to implement a new enterprise resource planning system (“ERP”), which has and will continue to require significant capital and human resources to deploy. There can be no assurance that the actual costs for the ERP will not exceed our current estimates or that the ERP will not take longer to implement than we currently expect. In addition, potential flaws in implementing the ERP may pose risks to our ability to operate successfully and efficiently. There may be other challenges and risks to our IT systems over time due to any number of causes, such as catastrophic events, power outages, security breaches or cyber-based attacks, and as we upgrade and standardize our ERP system on a worldwide basis. These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, and damage to our reputation, which could adversely affect our business.


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ITEM 1B.     UNRESOLVED STAFF COMMENTS

As of the date hereof, there were no unresolved comments from the Securities and Exchange Commission staff regarding our periodic or current reports.

ITEM 2.     PROPERTIES

We own or lease energy, agronomy, grain handling and processing facilities throughout the United States and internationally. Below is a summary of these locations.

Energy

Facilities in our Energy segment include the following, all of which are owned except where indicated as leased:
Refinery
Laurel, Montana
Propane terminals
Glenwood, Minnesota; Black Creek, Wisconsin; Biddeford, Maine; Hannaford, North Dakota; Ross, North Dakota; Rockville, Minnesota
Transportation terminals/repair facilities
12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin, 3 of which are leased
Petroleum and asphalt terminals/storage facilities
11 locations in Montana, North Dakota and Wisconsin
Pump stations
12 locations in Montana and North Dakota
Pipelines:
 
Cenex Pipeline, LLC
Laurel, Montana to Fargo, North Dakota
Front Range Pipeline, LLC
Canadian border to Laurel, Montana and on to Billings, Montana
Convenience stores/gas stations
70 locations in Idaho, Minnesota, Montana, North Dakota, South Dakota, Washington and Wyoming, 19 of which are leased.
Lubricant plants/warehouses
3 locations in Minnesota, Ohio and Texas, 1 of which is leased

As of August 31, 2015, we owned approximately 88.9% of NCRA. Our ownership increased to 100% in September 2015, upon the final closing under our November 2011 agreement to purchase the noncontrolling interests in NCRA which is now known as CHS McPherson. CHS McPherson owns and operates the following facilities:
Refinery
McPherson, Kansas
Petroleum terminals/storage
3 locations in Iowa and Kansas
Pipeline
McPherson, Kansas to Council Bluffs, Iowa
Jayhawk Pipeline, LLC
Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
Jayhawk stations
25 locations located in Kansas, Nebraska and Oklahoma
Osage Pipeline (50% owned by CHS McPherson)
Oklahoma to Kansas
Kaw Pipeline (67% owned by CHS McPherson)
Throughout Kansas

Ag

Within our Ag segment, we own or lease the following facilities:

Crop Nutrients

We use ports and terminals in our North American crop nutrients operations at the following locations:

Alexandria, Louisiana (river terminal, owned)

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Friona, Texas (terminal, owned)
Galveston, Texas (deep water port, land leased from port authority)
Grand Forks, North Dakota (terminal, owned)
Greenville, Mississippi (river terminal, owned)
Indianapolis, Indiana (terminal, leased)
Little Rock, Arkansas (river terminal, land leased from port authority)
Lake Providence, Louisiana (river terminal, owned)
Lettsworth, Louisiana (river terminal, owned)
Melbourne, Kentucky (river terminal, owned)
Memphis, Tennessee (river terminal, owned)
Mermentau, Louisiana (river terminal, owned)
Muscatine, Iowa (river terminal, owned)
Owensboro, Kentucky (river terminal, land leased)
Post Falls, Idaho (terminal, owned)
St. Paul, Minnesota (river terminal, owned)
Tallulah, Louisiana (river terminal, owned)
Texarkana, Texas (terminal, owned)
Vidalia, Louisiana (river terminal, owned)
Watertown, South Dakota (terminal, owned)
Winona, Minnesota (2 terminals (one river), owned)

Country Operations

In our country operations business, we own agri-operations in 475 communities (of which some of the facilities are on leased land), three sunflower plants and nine feed manufacturing facilities of which we operate eight and lease one to a joint venture of which we are a partner. These operations are located in Colorado, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington, Wisconsin, and Canada.

Grain Marketing

We use grain terminals in our grain marketing operations at the following locations:

Brazil, South America (3 owned)
Bosnia, Europe (3 owned)
Collins, Mississippi (owned)
Constanta, Romania (owned)
Davenport, Iowa (2 owned)
Friona, Texas (owned)
Giurgiu, Romania (owned)    
Myrtle Grove, Louisiana (owned)
Necochea, Argentina (owned)
Oroshaza, Hungary (owned)
Pekin, Illinois (owned)
Savage, Minnesota (owned)
Superior, Wisconsin (owned)
Winona, Minnesota (owned)
    
In addition to office space at our corporate headquarters, we have grain marketing offices at the following leased locations, unless otherwise noted:

Amman, Jordan
Barcelona, Spain
Bucharest, Romania
Buenos Aires, Argentina (2 locations)
Ciudad de Este, Paraguay
Davenport, Iowa (owned)
Geneva, Switzerland
Kansas City, Missouri
Kiev and Odessa, Ukraine

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Krasnodar, Russia
Lincoln, Nebraska
Novi Sad, Serbia
Sao Paulo, Brazil (also 8 other Brazil locations)
Seoul, South Korea
Singapore
Sofia, Bulgaria
Shanghai, China
Sydney, Australia
Taipei, Taiwan
Winnipeg, Canada
Winona, Minnesota (owned)

Processing and Food Ingredients

We own oilseed processing facilities and/or textured soy protein production facilities at the following locations:
    
Ashdod, Israel
Ashkelon, Israel
Creston, Iowa
Fairmont, Minnesota
Hallock, Minnesota
Hutchinson, Kansas    
Mankato, Minnesota
Ningbo, China
South Sioux City, Nebraska

We lease the following services and engineering facilities:

Eagan, Minnesota
Burnsville, Minnesota
Winkler, Canada

Renewable Fuels

We own ethanol plants located in Rochelle and Annawan, Illinois.

Corporate and Other

Business Solutions

In addition to office space at our corporate headquarters, we have offices at the following leased locations:
    
Brownsburg, Indiana (CHS Hedging)
Huron, South Dakota (CHS Hedging)
Indianapolis, Indiana (CHS Insurance)
Kansas City, Missouri (CHS Hedging)
Kewanee, Illinois (CHS Insurance)
The Woodlands, Texas (CHS Insurance)


Corporate Headquarters

We are headquartered in Inver Grove Heights, Minnesota. We own a 33-acre campus consisting of one main building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space. We also have offices in Eagan, Minnesota and Washington, D.C. which are leased.

    


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ITEM 3.     LEGAL PROCEEDINGS

We are involved as a defendant in various lawsuits, claims and disputes, which are in the normal course of our business. The resolution of any such matters may affect consolidated net income for any fiscal period; however, our management believes any resulting liabilities, individually or in the aggregate, will not have a material effect on our consolidated financial position, results of operations or cash flows during any fiscal year.

Laurel

On August 30, 2012, we received from the EPA a request for information pursuant to Section 114 of the Clean Air Act. The information requested relates to operational information and design data for flares at our Laurel, Montana refinery for the period from January 1, 2006 to present. The information request could potentially result in an enforcement action by the EPA with respect to flare efficiency or other issues. We provided the requested information in December 2012 and are awaiting the EPA’s response. As it is too early to determine the potential liability or extent of potential costs associated with any such action, we have not recorded a liability associated with this request. While the facts and circumstances of enforcement actions under the Clean Air Act relating to flares at refineries differ on a case-by-case basis, some refineries have incurred significant penalties and other costs in connection with such enforcement actions.

On September 18, 2015, we received a letter from the Montana Department of Environmental Quality (the “MDEQ”) alleging that, from May 2013 through May 2015, sulfur dioxide emissions from one of the incinerator stacks at our Laurel, Montana refinery exceeded the amounts allowable under the refinery’s permits, and requesting that we execute a consent order with the MDEQ providing, among other things, for our payment of an administrative penalty in the amount of $183,425. On October 16, 2015, we sent a response letter to the MDEQ, disputing certain factual matters set forth in MDEQ’s original letter and requesting certain modifications to the proposed consent order, including a significant decrease in the amount of the proposed administrative penalty. We are awaiting the MDEQ’s response to our letter.


ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.


PART II.

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have approximately 93,700 members, of which approximately 1,100 are cooperative association members and approximately 92,600 are individual members. As a cooperative, we do not have any common stock that is traded or otherwise.


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The following table is a summary of our outstanding preferred stock as of August 31, 2015 , all of which are listed on the Global Select Market of NASDAQ:
 
 
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

 
8.0
%
 
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.

We have not sold any equity securities during the three years ended August 31, 2015 that were not registered under the Securities Act of 1933, as amended.



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ITEM 6.     SELECTED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial information for each of the five periods indicated. This information should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and with our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The selected financial information as of and for the years ended August 31, 2015, 2014, 2013, 2012 and 2011 is derived from our audited consolidated financial statements and related notes. We have revised certain prior period amounts in this table to include activity and amounts related to capital leases that were previously incorrectly accounted for as operating leases. See Note 18, Correction of Immaterial Errors , to our audited consolidated financial statements included in this Annual Report on Form 10-K for more information on the nature and amounts of these revisions.

Selected Consolidated Financial Data
 
2015
 
2014
 
2013
 
2012
 
2011
 
(Dollars in thousands)
Income Statement Data:
 

 
 

 
 

 
 

 
 

Revenues
$
34,582,442

 
$
42,664,033

 
$
44,479,857

 
$
40,599,286

 
$
36,915,834

Cost of goods sold
33,091,676

 
41,011,487

 
42,701,073

 
38,583,102

 
35,508,811

Gross profit
1,490,766

 
1,652,546

 
1,778,784

 
2,016,184

 
1,407,023

Marketing, general and administrative
775,354

 
602,598

 
553,623

 
498,233

 
438,498

Operating earnings
715,412

 
1,049,948

 
1,225,161

 
1,517,951

 
968,525

(Gain) loss on investments
(5,239
)
 
(114,162
)
 
(182
)
 
5,465

 
(126,729
)
Interest expense, net
60,333

 
140,253

 
236,699

 
198,304

 
79,012

Equity (income) loss from investments
(107,850
)
 
(107,446
)
 
(97,350
)
 
(102,389
)
 
(131,414
)
Income before income taxes
768,168

 
1,131,303

 
1,085,994

 
1,416,571

 
1,147,656

Income taxes
(12,165
)
 
48,296

 
89,666

 
80,852

 
86,628

Net income
780,333

 
1,083,007

 
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. 
$
781,045

 
$
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

 
$
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


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

Overview

The following discussion of financial condition and results of operations should be read in conjunction with the accompanying audited financial statements and notes to such statements and the cautionary statement regarding forward-looking statements found in Part I, Item 1A of this Form 10-K. This discussion contains forward-looking statements based on current expectations, assumptions, estimates and projections of our management. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, as more fully described in the cautionary statement and elsewhere in this Form 10-K.


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CHS Inc. ("CHS", "we" or "us") is a diversified company, which provides grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers, ranchers and their member cooperatives across the United States. We also have preferred stockholders that own shares of our 8% Cumulative Redeemable Preferred Stock ("8% Preferred Stock"), our Class B Cumulative Redeemable Preferred Stock, Series 1 ("Class B Series 1 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 ("Class B Series 2 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock") and our Class B Cumulative Redeemable Preferred Stock, Series 4 ("Class B Series 4 Preferred Stock"), which are listed on the Global Select Market of the NASDAQ Stock Market LLC ("NASDAQ") under the symbols CHSCP, CHSCO, CHSCN, CHSCM and CHSCL, respectively.

We provide a full range of production agricultural inputs such as refined fuels, propane, farm supplies, animal nutrition and agronomy products, as well as services, which include hedging, financing and insurance services. We own and operate petroleum refineries and pipelines and market and distribute refined fuels and other energy products under the Cenex ® brand through a network of member cooperatives and independents. We purchase grains and oilseeds directly and indirectly from agricultural producers primarily in the midwestern and western United States. These grains and oilseeds are either sold to domestic and international customers or further processed into a variety of grain-based food products or renewable fuels.

The consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies, including our McPherson, Kansas refinery in our Energy segment. The effects of all significant intercompany transactions have been eliminated.

Prior to fiscal 2015, our renewable fuels marketing business was included in our Energy segment and our renewable fuels production business was included in our Ag segment. At the beginning of fiscal 2015, we reconfigured certain parts of our business to better align our ethanol supply chain. As a result, our renewable fuels marketing business is now managed together with our renewable fuels production business within our Ag segment. In accordance with Accounting Standards Codification ("ASC") Topic 280, Segment Reporting , we have identified our operating segments to reflect the manner in which our chief operating decision maker evaluates performance and manages the business, and we have aggregated those operating segments into our reportable Energy and Ag segments. Prior period segment information has been revised to reflect this change to ensure comparability.

Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag segment purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties, and also serves as a wholesaler and retailer of crop inputs. Corporate and Other primarily represents our non-consolidated wheat milling and packaged food joint ventures, as well as our business solutions operations, which consist of commodities hedging, insurance and financial services related to crop production.

Corporate administrative expenses and interest are allocated to each business segment, and Corporate and Other, based on direct usage for services that can be tracked, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

Many of our business activities are highly seasonal and operating results vary throughout the year. Our income is generally lowest during the second fiscal quarter and highest during the third fiscal quarter. For example, in our Ag segment, our crop nutrients and country operations businesses generally experience higher volumes and income during the spring planting season and in the fall, which corresponds to harvest. Our grain marketing operations are also subject to fluctuations in volume and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop drying seasons.

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grains, oilseeds, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including the weather, crop damage due to disease or insects, drought, the availability and adequacy of supply, government regulations and policies, world events, and general political and economic conditions.

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of

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50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this principally includes our 50% ownership in TEMCO. In Corporate and Other, these investments principally include our 50% ownership in Ventura Foods and our 12% ownership in Ardent Mills.

Recent Events

In August 2015, after evaluating the feasibility of constructing and operating the previously proposed nitrogen fertilizer manufacturing plant in Spiritwood, North Dakota, we determined not to move forward with the construction of that facility. As a result, we recorded impairment and exit charges of $116.5 million within marketing, general and administrative expense in our Consolidated Statement of Operations for the year ended August 31, 2015.
    
In August 2015, we entered into an agreement with CF Industries Holdings, Inc. ("CF Industries") to invest $2.8 billion in cash in exchange for an 11.4% membership interest (based on product tons) in CF Industries Nitrogen LLC ("CF Nitrogen") and a separate supply agreement to purchase nitrogen fertilizer products from that entity over an 80-year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016.

Results of Operations

Comparison of the years ended August 31, 2015 and 2014

General .  We recorded income before income taxes of $768.2 million during the year ended August 31, 2015, compared to $1,131.3 million recorded during the year ended August 31, 2014, a decrease of $363.1 million (32%). Results reflect decreased pretax earnings in our Energy and Ag segments, as well as Corporate and Other. The results reflect an impairment in fiscal 2015 associated with our exit of our Spiritwood project of approximately $116.5 million, as a well as a gain associated with the formation of Ardent Mills of $109.2 million in fiscal 2014 which did not reoccur in fiscal 2015.

Our Energy segment generated income before income taxes of $538.1 million for the year ended August 31, 2015 compared to $728.4 million for the year ended August 31, 2014, representing a decrease of $190.3 million (26%), primarily due to significantly reduced refining margins in fiscal 2015 as a result of the turnaround at our McPherson refinery in the third quarter of fiscal 2015 and the turnaround at our Laurel, Montana refinery in the fourth quarter of fiscal 2015. We are subject to the Renewable Fuel Standard ("RFS") which requires refiners to blend renewable fuels (e.g., ethanol, biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RIN"s), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year, although the EPA did not release the proposed mandate for 2014 or 2015 until May 2015. We generate RINs under the RFS in our renewable fuels operations and through our blending activities at our terminals, however we cannot generate enough RINs to meet the needs of our refining capacity and RINs must be purchased on the open market. The price of RINs can be extremely volatile when refiners await an EPA adjustment to the mandate. As mentioned above, in May 2015, the EPA released the proposed mandate for years 2014 and 2015, as well as 2016, which resulted in a decline in the price of RINs. A significant change in the price of RINs could have a material impact on our results of operations in the future.

Our Ag segment generated income before income taxes of $149.6 million for the year ended August 31, 2015, compared to $213.4 million in the year ended August 31, 2014, a decrease in earnings of $63.8 million (30%). The decrease in our Ag segment results was primarily driven by an impairment charge of $116.5 million which was recorded in fiscal 2015 and was associated with our decision to cease development of our planned nitrogen fertilizer plant in Spiritwood, North Dakota. Our grain marketing earnings decreased $44.1 million during the year ended August 31, 2015 compared with the prior year, primarily as a result of robust logistical performance in fiscal 2014 which didn't reoccur in fiscal 2015, as well as additional expenses related to growth and foreign exchange losses, partially offset by increased margins. Our country operations earnings decreased $22.1 million primarily from decreased retail agronomy margins and additional expenses related to growth, which was partially offset by increased grain volumes and margins during the year ended August 31, 2015, compared to the prior year. Earnings from our wholesale crop nutrients business increased by $9.0 million for the year ended August 31, 2015, compared to the prior year, primarily due to increased margins, partially offset by decreased volumes. Earnings from our renewable fuels marketing and production operations decreased $10.5 million during the year ended August 31, 2015, primarily due to significantly lower market prices for ethanol which resulted in lower marketing commissions and was partially offset by earnings from the acquisitions of our Annawan, Illinois ethanol plant in our fourth quarter of fiscal 2015 and our Rochelle, Illinois ethanol plant in the fourth quarter of fiscal 2014. Our processing and food ingredients business experienced an increase in earnings of $111.0 million for the year ended August 31, 2015 compared with the prior year, primarily due to a non-cash

29


impairment charge in fiscal 2014 of $74.5 million related to certain assets in Israel. In addition, we had a decrease in operating expenses at our plants related to a reduction in the price of natural gas as well as increased margins.

Corporate and Other generated income before income taxes of $80.4 million for the year ended August 31, 2015 compared to $189.5 million during the previous year, a decrease in earnings of $109.1 million (58%). The decrease was primarily related to a $109.2 million gain associated with the contribution of our Horizon Milling assets to the Ardent Mills joint venture formed during fiscal 2014. See Note 4, Investments, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Net Income attributable to CHS Inc . Consolidated net income attributable to CHS Inc. for the year ended August 31, 2015 was $781.0 million compared to $1,081.4 million for the year ended August 31, 2014, which represents a $300.4 million decrease (28%).

Revenues . Consolidated revenues were $34.6 billion for the year ended August 31, 2015 compared to $42.7 billion for the year ended August 31, 2014, which represents an $8.1 billion decrease (19%).

Our Energy segment revenues of $8.2 billion, after elimination of intersegment revenues, decreased by $3.4 billion (29%) during the year ended August 31, 2015, compared to $11.6 billion during the year ended August 31, 2014. During the years ended August 31, 2015 and 2014, our Energy segment recorded revenues from sales to our Ag segment of $484.0 million and $600.4 million, respectively, which are eliminated as part of the consolidation process. Refined fuels revenues decreased $2.9 billion (29%), all of which was related to a decrease in the net average selling price, compared to the prior year. The sales price of refined fuels products decreased $0.88 per gallon (28%), compared to the previous year. Propane revenues decreased $463.1 million (34%), of which $399.4 million was attributable to a decrease in the net average selling price and $63.7 million was related to a decrease in volumes. The volumes of our propane products decreased due to an extremely cold winter in fiscal 2014 compared to fiscal 2015 and the prices decreased due to a condensed crop drying season in fiscal 2014 which drove prices up that didn't reoccur in fiscal 2015. Propane sales volume decreased 5%, and the average selling price of propane decreased $0.41 per gallon (31%), when compared to the previous year.

Our Ag segment revenues of $26.3 billion, after elimination of intersegment revenues, decreased $4.7 billion (15%) during the year ended August 31, 2015 compared to $31.0 billion for the year ended August 31, 2014.

Grain revenues in our Ag segment totaled $17.2 billion and $20.7 billion during the years ended August 31, 2015 and 2014, respectively. Of the grain revenues decrease of $3.5 billion (17%), $3.1 billion is due to decreased average grain selling prices, with the remaining decrease driven by a $329.1 million net decrease in volume, compared to the prior year. The average sales price of all grain and oilseed commodities sold reflected a decrease of $1.14 per bushel (15%), when compared to the prior year. Wheat, soybeans, and corn had decreased volumes, compared to the year ended August 31, 2014.

Our processing and food ingredients revenues in our Ag segment of $1.6 billion for the year ended August 31, 2015 decreased $243.4 million (14%), when compared to the prior year. The net decrease in revenues is comprised of a $462.4 million decrease in the average selling price, partially offset by a $219.0 million increase in volumes of our oilseed products sold as compared to the year ended August 31, 2014. Typically, changes in average selling prices of oilseed products are primarily driven by the average market prices of soybeans.

Wholesale crop nutrient revenues in our Ag segment totaled $2.5 billion and $2.8 billion during the years ended August 31, 2015 and 2014, respectively, for a decrease of $331.2 million (12%). Of this decrease, $274.8 million was related to a decrease in volumes and $56.4 million was related to a decrease in average fertilizer selling prices, during the year ended August 31, 2015, compared to the prior fiscal year. Our wholesale crop nutrient volumes decreased 10% and the average sales price of all fertilizers sold reflected a decrease of $8.52 per ton (2%), during the year ended August 31, 2015, compared with the previous year.

Our renewable fuels revenue from our marketing and production operations decreased $548.4 million during the year ended August 31, 2015 compared to the year ended August 31, 2014. The change was primarily the result of a decrease in the average sales price of $0.62 (26%) per gallon which accounted for $581.5 million of the decrease. The lower average selling price of our ethanol was impacted by the decline in the price of traditional fuels. The impact of lower prices was partially offset by higher volumes which increased revenues by $33.1 million. The increase in volumes sold is mostly due to the acquisition of our Rochelle, Illinois ethanol plant in our fourth quarter of fiscal 2014.


30


Our Ag segment other product revenues, primarily feed and farm supplies, of $3.0 billion decreased by $133.1 million (4%) during the year ended August 31, 2015 compared to the year ended August 31, 2014, primarily due to a decrease in our country operations retail sales of feed and the sales price of energy related products.

Total revenues include other revenues generated primarily within our Ag segment and Corporate and Other. Our Ag segment's country operations elevators and agri-service centers derive other revenues from activities related to production agriculture, which include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services of this nature. In addition, our grain marketing operations receive other revenues at our export terminals from activities related to loading vessels. Corporate and Other derives revenues primarily from our financing, hedging and insurance operations.

Cost of Goods Sold .  Consolidated cost of goods sold was $33.1 billion for the year ended August 31, 2015, compared to $41.0 billion for the year ended August 31, 2014, which represents a $7.9 billion (19%) decrease.

Our Energy segment cost of goods sold, after elimination of intersegment costs, decreased by approximately $3.1 billion (29%) to $7.5 billion during the year ended August 31, 2015, compared to the prior year. The decrease in cost of goods sold is primarily due to decreases in our refined fuels and propane business. Specifically, refined fuels cost of goods sold decreased $2.6 billion (29%), which reflects a $0.78 per gallon (28%) decrease in the average cost of refined fuels when compared to the prior year. The cost of goods sold of propane decreased $482.6 million (35%), primarily from an average cost decrease of $0.43 per gallon (32%) and a 5% decrease in volumes when compared to the prior year. The volumes of our propane products decreased due to an extremely cold winter in fiscal 2014 compared to fiscal 2015 and the prices decreased due to a condensed crop drying season in fiscal 2014 which drove prices up that didn't reoccur in fiscal 2015.

Our Ag segment cost of goods sold, after elimination of intersegment costs, decreased by $4.8 billion (16%) to $25.6 billion, during the year ended August 31, 2015, compared to the prior year. Grain cost of goods sold in our Ag segment totaled $16.8 billion and $20.3 billion during the year ended August 31, 2015 and 2014, respectively. The costs of grains and oilseed procured through our Ag segment decreased $3.5 billion compared to the year ended August 31, 2014. The majority of the decrease was driven by a lower average cost per bushel of $1.15 (16%), which accounted for $3.2 billion of the decrease, with the remainder attributable to a 2% decrease in volumes contributing $323.0 million to the decrease, for the year ended August 31, 2015 compared to the prior year. The average month-end market price per bushel of soybeans and spring wheat decreased, partially offset by increases in corn, compared to the previous year.

Our processing and food ingredients cost of goods sold in our Ag segment of $1.5 billion decreased $344.8 million (19%) for the year ended August 31, 2015, compared to the year ended August 31, 2014. This decrease was primarily due to a decrease in the cost of soybeans purchased, partially offset by higher volumes. There was also a non-cash $74.5 million impairment charge related to certain assets in Israel recorded in fiscal 2014.

Wholesale crop nutrients cost of goods sold in our Ag segment totaled $2.3 billion and $2.7 billion during the years ended August 31, 2015 and 2014, respectively, for a decrease of $349.0 million (13%). This decrease is comprised of a decrease in the average cost per ton of fertilizer of $13.13 (4%), and a decrease in the tons sold of 10%, when compared to the prior year.

Renewable fuels cost of goods sold associated with our marketing and production operations decreased $560.1 million for the year ended August 31, 2015, compared to the year ended August 31, 2014. This was primarily from a decrease in the average cost per gallon of $0.63 (27%) which was partially offset by an increase in volumes, when compared to the prior year. The increase in volumes was due to the Rochelle, Illinois ethanol plant we acquired in the fourth quarter of fiscal 2014.

Our Ag segment other product cost of goods sold, primarily feed and farm supplies, decreased $126.4 million (5%) for the year ended August 31, 2015, compared to the year ended August 31, 2014, primarily the result of decreased country operations retail sales of feed and the purchase price of energy related products.

Marketing, General and Administrative .  Marketing, general and administrative expenses of $775.4 million for the year ended August 31, 2015, increased by $172.8 million (29%) compared to the prior year. The net increase in fiscal 2015 was primarily due to a $116.5 million charge related to our decision not to proceed with the development of a nitrogen fertilizer plant in Spiritwood, North Dakota. The remaining increase is due to additional head count to support our operations and expansion, increased bad debt provision related to an international customer and increased information technology maintenance and marketing costs.


31


Gain/Loss on Investments. Gain on investments for the year ended August 31, 2015 decreased by $108.9 million compared to the year ended August 31, 2014, related primarily to a $109.2 million gain in fiscal 2014 associated with the contribution of our Horizon Milling assets to the Ardent Mills joint venture that did not reoccur in fiscal 2015. See Note 4, Investments, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Interest expense, net .  Net interest of $60.3 million for the year ended August 31, 2015 decreased $79.9 million compared to the previous year. Approximately $48.8 million of the decrease was related to capitalized interest associated with our ongoing capital projects, and $36.1 million was associated with a decrease in patronage earned by the noncontrolling interests of NCRA (now known as CHS McPherson). These were partially offset by a gain of $13.5 million on interest rate swaps in the second quarter of fiscal 2014 that didn't reoccur in fiscal 2015.

Equity Income from Investments .  Equity income from investments of $107.9 million for the year ended August 31, 2015, increased by less than 1% compared to the year ended August 31, 2014. We record equity income or loss from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.

Income Taxes.  Income tax benefit was $12.2 million for the year ended August 31, 2015 compared with income tax expense of $48.3 million for the year ended August 31, 2014, resulting in effective tax rates of (1.6%) and 4.3%, respectively. The decrease in the effective tax rate was driven by the combination of deferred tax benefits of $30.8 million during the third quarter of fiscal 2015 related to the issuance of non-qualified equity certificates in fiscal 2013 and 2014 and, to a lesser extent, $19.3 million from the recognition of Kansas tax credits generated by NCRA (now known as CHS McPherson). The federal and state statutory rate applied to nonpatronage business activity was 38.1% for both years ended August 31, 2015 and 2014. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of the comparable years.

Noncontrolling Interests.  Net loss attributable to noncontrolling interests was $0.7 million for the year ended August 31, 2015 compared to net income of $1.6 million for the year ended August 31, 2014, a decrease of $2.3 million.

Comparison of the years ended August 31, 2014 and 2013

General .  We recorded income before income taxes of $1,131.3 million during the twelve months ended August 31, 2014, compared to $1,086.0 million recorded during the twelve months ended August 31, 2013. Operating results reflected a change in the mix of pretax earnings which, as discussed below, resulted in increased pretax income for Corporate and Other, partially offset by decreases in our Energy and Ag segments.

Our Energy segment generated income before income taxes of $728.4 million for the year ended August 31, 2014 compared to $810.9 million in the year ended August 31, 2013, representing a decrease of $82.5 million (10%), primarily due to reduced refining margins. Earnings in our refined fuels business decreased, which was partially offset by increases in our propane, lubricants, and transportation businesses during the year ended August 31, 2014, when compared to the same twelve-month period of the previous year. We are subject to the Renewable Fuel Standard ("RFS") which requires refiners to blend renewable fuels (e.g., ethanol, biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RIN"s), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs in our marketing operations under the RFS, however it is not enough to meet the needs of our refining capacity and RINs must be purchased on the open market. Since January 2013, the price of RINs has been extremely volatile. The EPA suggested that it would reduce the renewable fuels mandate for 2014 under the RFS, which has caused RINs prices to decline, however, the mandate was not issued prior to August 31, 2014.

Our Ag segment generated income before income taxes of $213.4 million for the year ended August 31, 2014, compared to $202.8 million in the year ended August 31, 2013, an increase in earnings of $10.6 million (5%). The increase was primarily related to our grain marketing earnings which increased by $49.6 million during the year ended August 31, 2014, compared to the prior period, primarily due to strong logistical performance in North America. Our country operations earnings increased $17.0 million during the year ended August 31, 2014, compared to the prior year. Overall agronomy and grain margins as well as service income increased for retail operations. Earnings from our wholesale crop nutrients business increased by $6.3 million for the year ended August 2014, compared to the prior year, primarily due to increased volumes and margins. Earnings from our renewable fuels marketing and production operations increased $22.3 million during the year ended August 31, 2014, primarily due to significantly higher volumes, partly due to the acquisition of our Rochelle, Illinois ethanol

32


plant in the fourth quarter of fiscal 2014, partially offset by lower market prices for ethanol which resulted in lower marketing commissions. These items were mostly offset by decreased earnings in our processing and food ingredients operations of $84.6 million in fiscal 2014. The decrease consisted of a non-cash $74.5 million charge related to certain assets in Israel in fiscal 2014. See Note 17, Acquisitions, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Corporate and Other generated income before income taxes of $189.5 million for the year ended August 31, 2014 compared to $72.3 million during the previous year, an increase in earnings of $117.2 million. The increase was primarily related to a $109.2 million gain associated with the contribution of our Horizon Milling assets to the newly formed Ardent Mills joint venture. See Note 4, Investments, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Net Income attributable to CHS Inc .  Consolidated net income attributable to CHS Inc. for the year ended August 31, 2014 was $1,081.4 million compared to $992.4 million for the year ended August 31, 2013, which represented an $89.0 million increase (9%).

Revenues .  Consolidated revenues were $42.7 billion for the year ended August 31, 2014 compared to $44.5 billion for the year ended August 31, 2013, which represented a $1.8 billion decrease (4%).

Our Energy segment revenues of $11.6 billion, after elimination of intersegment revenues, increased by $630.8 million (6%) during the year ended August 31, 2014, compared to $10.9 billion during the year ended August 31, 2013. During the years ended August 31, 2014 and 2013, our Energy segment recorded revenues from sales to our Ag segment of $600.4 million and $481.5 million, respectively, which are eliminated as part of the consolidation process. Propane revenues increased $670.7 million (89%), of which $351.6 million was related to an increase in the net average selling price and $319.1 million was attributable to volume resulting from demand caused by a shortened harvest season and related corn drying activity as well as colder than normal temperatures, when compared to the previous year. Propane sales volume increased 42%, while the average selling price of propane increased $0.34 per gallon (33%) in comparison to the previous year. Refined fuels revenues partially offset the increases in revenues previously described with a decrease in refined fuels of $20.9 million (less than 1%), of which $268.8 million related to a net average selling price decrease mostly offset by an increase in volumes of $247.9 million, compared to the previous year. The sales price of refined fuels products decreased $0.09 per gallon (3%), and sales volumes increased by 3%, when compared to the previous year.

Our Ag segment revenues of $31.0 billion, after elimination of intercompany intersegment revenues, decreased $2.5 billion (7%) during the year ended August 31, 2014 compared to $33.5 billion reported for the year ended August 31, 2013.

Grain revenues in our Ag segment totaled $20.7 billion and $23.8 billion during the years ended August 31, 2014 and 2013, respectively. Of the grain revenues decrease of $3.1 billion (13%), $3.7 billion was due to decreased average grain selling prices, partially offset by an increase of $579.3 million due to a net increase in sales volume of 2% during the year ended August 31, 2014, compared to the prior year. The average sales price of all grain and oilseed commodities sold reflected a decrease of $1.51 per bushel (15%) over the previous year. Wheat, soybeans, and corn had increased volumes, compared to the year ended August 31, 2013.

Our processing and food ingredients revenues in our Ag segment of $1.8 billion for the year ended August 31, 2014, decreased $83.5 million when compared to the year ended August 31, 2013. We experienced decreases in revenue of $100.5 million related to decreased average selling prices, which was partially offset by an increase of $17.0 million from the volume associated with our oilseed products as compared to the year ended August 31, 2013. Typically, changes in average selling prices of oilseed products are primarily driven by the average market prices of soybeans.

Wholesale crop nutrient revenues in our Ag segment totaled $2.6 billion and $2.7 billion during the years ended August 31, 2014 and 2013, respectively. Of the wholesale crop nutrient revenues decrease of $108.0 million (4%), $592.7 million was related to decreased average fertilizer selling prices, partially offset by $484.7 million related to an increase in volumes, during the year ended August 31, 2014, compared to the previous fiscal year. Our wholesale crop nutrient volumes increased 18% during the year ended August 31, 2014 compared with the previous year. The average sales price of all fertilizers sold reflected a decrease of $81.29 per ton (19%) compared with the previous year.

Our renewable fuels revenue from our marketing and production operations of $2.2 billion increased $646.2 million (42%) for the year ended August 31, 2014, compared to the year ended August 31, 2013. The increase was primarily the result of significantly higher volumes (50%) which accounted for $779.1 million of the increase, partially offset by a decrease in the average selling price of $0.14 per gallon (6%) totaling $132.9 million, when compared to the previous year. The increase in

33


volumes sold was primarily due to additional marketing agreements for four ethanol plants. The lower average selling price of our ethanol was impacted by the decline in the price of traditional fuels.

Our Ag segment other product revenues, primarily feed and farm supplies, of $3.4 billion increased by $125.3 million during the year ended August 31, 2014 compared to the year ended August 31, 2013, primarily due to an increase in our country operations retail merchandise revenues. Other revenues within our Ag segment of $191.4 million during the year ended August 31, 2014, increased $41.2 million (27%) compared to the year ended August 31, 2013.

Total revenues include other revenues generated primarily within our Ag segment and Corporate and Other. Our Ag segment's country operations elevators and agri-service centers derive other revenues from activities related to production agriculture, which include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services. In addition, our grain marketing operations receive other revenues at our export terminals from activities related to loading vessels. Corporate and Other derives revenues primarily from our financing, hedging and insurance operations.

Cost of Goods Sold .  Consolidated cost of goods sold was $41.0 billion for the year ended August 31, 2014, compared to $42.7 billion for the year ended August 31, 2013, representing a $1.7 billion (4%) decrease.

Our Energy segment cost of goods sold, after elimination of intersegment costs, increased by approximately $812.6 million (8%) to $10.6 billion during the year ended August 31, 2014, compared to the prior year. The increase in cost of goods sold was primarily due to increased costs associated with refined fuels and propane products. Specifically, refined fuels cost of goods sold increased $187.4 million (2%), which reflected a 3% increase in the volume from the prior year. The cost of goods sold of propane increased $640.1 million (86%) primarily from an average cost increase of $0.32 per gallon (30%) and a 42% increase in volumes resulting from demand caused by a condensed harvest and associated corn drying activity as well as colder than normal temperatures, when compared to the previous year.

Our Ag segment cost of goods sold, after elimination of intersegment costs, decreased by $2.5 billion (8%) to $30.4 billion, during the year ended August 31, 2014, compared to the prior year. The majority of the decrease was driven by the lower grains and oilseed costs, which decreased by $3.5 billion (15%) in the year ended August 31, 2014 compared to the prior year. This was primarily the result of a $1.67 (17%) decrease in the average cost per bushel. This decrease was partially offset by a 3% net increase in bushels sold, as compared to the prior year. The average month-end market price per bushel of soybeans, corn and spring wheat decreased compared to the previous year.

Our processing and food ingredients cost of goods sold in our Ag segment of $1.9 billion was flat for the year ended August 31, 2014, compared to the year ended August 31, 2013. We experienced an increase in volumes sold which was offset by a non-cash $74.5 million impairment charge related to certain assets in Israel recorded in fiscal 2014.

Wholesale crop nutrients cost of goods sold in our Ag segment totaled $2.4 billion and $2.6 billion during the years ended August 31, 2014 and 2013, respectively. The net decrease of $171.5 million (7%) was comprised of a decrease in the average cost per fertilizer ton of $88.38 (21%), partially offset by an 18% increase in tons sold, when compared to the prior year.

Renewable fuels cost of goods sold associated with our marketing and production operations increased $621.5 million (41%) for the year ended August 31, 2014, compared to the year ended August 31, 2013. This was primarily from an increase in volumes of 50% which was partially offset by a decrease in the average cost per gallon of $0.16 (7%), when compared to the prior year. The increase in volumes was primarily due to additional marketing agreements with four ethanol plants.

Our Ag segment other product cost of goods sold, primarily feed and farm supplies, as of August 31, 2014 was $2.9 billion, an increase of $84.8 million (3%) compared to the prior year and was primarily the result of an increase in our country operations retail volumes.

Marketing, General and Administrative .  Marketing, general and administrative expenses of $602.6 million for the year ended August 31, 2014, increased by $49.0 million (9%) compared to the prior year. The net increase in fiscal 2014 was driven by our grain marketing and international operations, and to a lesser extent, our processing and food ingredients operations, including our ethanol facility acquired in fiscal 2014, partially offset by a decrease in our energy operations.

Gain/Loss on Investments. Gain on investments for the year ended August 31, 2014 increased by $114.1 million compared to the year ended August 31, 2013, related primarily to a $109.2 million gain associated with the contribution of our Horizon Milling assets to the newly formed Ardent Mills joint venture. See Note 4, Investments, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

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Interest expense, net .  Net interest of $140.3 million for the year ended August 31, 2014 decreased $96.4 million compared to the previous year. Interest expense for the years ended August 31, 2014 and 2013 was $155.8 million and $253.5 million, respectively. The decrease in interest expense of $97.7 million was primarily due to a $78.2 million decrease in patronage earned by the noncontrolling interests of NCRA (now known as CHS McPherson) and, to a lesser extent, a gain on interest rate swaps of $13.5 million, when compared with the previous year.

Equity Income from Investments .  Equity income from investments of $107.4 million for the year ended August 31, 2014, increased $10.1 million (10%) compared to the year ended August 31, 2013. We record equity income or loss from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.

Income Taxes.  Income tax expense was $48.3 million for the year ended August 31, 2014 compared with $89.7 million for the year ended August 31, 2013, resulting in effective tax rates of 4.3% and 8.3%, respectively. The decrease in the tax rate for fiscal 2014 was driven by a combination of excise tax credit claims made for the years 2007 through 2012 related to the blending and sale of renewable fuels deducted for income taxes of $46.3 million, net of reserves, and to a lesser extent the release of reserves related to the expiration of certain statutes of limitations of $20.9 million. The federal and state statutory rate applied to nonpatronage business activity was 38.1% for both of the years ended August 31, 2014 and 2013. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of the comparable years.

Noncontrolling Interests.  Income attributable to noncontrolling interests of $1.6 million for the year ended August 31, 2014 decreased by $2.4 million compared to the year ended August 31, 2013.


Liquidity and Capital Resources

In assessing our financial condition, we consider factors such as working capital and internal benchmarking related to our applicable financial covenants. We fund our operations primarily through a combination of cash flows from operations and revolving credit facilities. We fund our capital expenditures and growth primarily through long-term debt financing and issuance of preferred stock.
On August 31, 2015 and August 31, 2014 , we had working capital, defined as current assets less current liabilities, of $2.8 billion and $3.2 billion , respectively. Our current ratio, defined as current assets divided by current liabilities, was 1.5 and 1.5 as of August 31, 2015 and August 31, 2014 , respectively.

As of August 31, 2015 we had cash and cash equivalents of $953.8 million , total equities of $7.7 billion , long-term debt of $1.4 billion and notes payable of $1.2 billion . Our capital allocation priorities include maintaining our assets, paying our dividends, returning cash to our member-owners in the form of patronage refunds, investing to grow our business and taking advantage of strategic opportunities. Our primary sources of cash in fiscal 2015 were net cash flows from operations and equity financing through the issuance of preferred stock. Primary uses of cash were capital expenditures, dividends (patronage and preferred stock), business acquisitions, retirement of equity certificates, and payments on indebtedness. We believe that cash generated by operating activities, along with available borrowing capacity under our revolving credit facility, will be sufficient to support our operations in fiscal 2016, including dividend payments, capital expenditures and required interest payments related to our long-term debt.

In addition to our working capital and other normal liquidity requirements, we expect to utilize available liquidity, including cash and cash equivalents, to fund our ongoing capital expenditures. For fiscal 2016, we expect total capital expenditures to be approximately $1.1 billion . Included in that amount is approximately $392.0 million for the acquisition of property, plant and equipment and major repairs at our Laurel, Montana and McPherson, Kansas refineries. That amount includes $40.0 million for the remainder of a multi-year project to replace a coker at the McPherson refinery with an expected total cost of $579.0 million and expected completion in fiscal 2016. We incurred $167.4 million , $186.8 million and $124.0 million of costs related to the coker project during the years ended August 31, 2015, 2014 and 2013, respectively. We also began a $353.0 million expansion at the McPherson refinery during the year ended August 31, 2013 which is anticipated to be completed in fiscal 2016. We incurred $159.2 million , $128.3 million and $25.0 million of costs related to the expansion during the years ended August 31, 2015, 2014 and 2013, respectively.


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We announced in September 2014 that our Board of Directors had approved plans to begin construction of a fertilizer manufacturing plant in Spiritwood, North Dakota that was anticipated to cost more than $3.0 billion. We planned to finance the project through a combination of issuance of preferred stock and debt. In September 2014 and January 2015, we took initial steps in the financing of this project by issuing shares of Class B Series 3 Preferred Stock and Class B Series 4 Preferred Stock, respectively, as described in "Cash Flows from Financing Activities - Other Financing" below. These preferred stock offerings yielded approximately $977.8 million in cash after underwriting discounts and offering expenses.
    
In August 2015 we announced our intention to not move forward with the construction of the Spiritwood facility. We instead entered into an agreement with CF Industries to invest $2.8 billion in cash in exchange for an 11.4% membership interest (based on product tons) in CF Nitrogen and a separate agreement to purchase nitrogen fertilizer products from that entity over an 80-year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016, and we intend to finance this transaction using additional long-term debt in combination with existing credit facilities and available cash.

As of August 31, 2015 we had access to a five-year, unsecured revolving credit facility with a committed amount of $2.5 billion that expires in June 2018, which had no amounts outstanding as of August 31, 2015 or 2014. The financial covenants for this credit facility require us to have, as of the end of each fiscal quarter, a minimum consolidated net worth, as defined in the credit agreements of $2.5 billion, and a consolidated funded debt to consolidated cash flow ratio of no greater than 3.00 to 1.00. A third financial covenant required that our ratio of adjusted consolidated funded debt to adjusted consolidated equity not exceed 0.80 to 1.00, as measured at the end of each fiscal quarter. As of August 31, 2015, we were in compliance with all covenants.

In September of 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, the minimum consolidated net worth as defined in the credit agreement was increased to $3.5 billion, and the maximum consolidated funded debt to consolidated cash flow was increased to 3.50 to 1.00.
    
Our revolving credit facility is established with a syndication of domestic and international banks, and our inventories and receivables financed with them are highly liquid. We believe our current cash balances and our available capacity on our committed lines of credit will provide adequate liquidity to meet our working capital needs.

In addition, our wholly-owned subsidiary, CHS Capital, makes seasonal and term loans to member cooperatives, businesses and individual producers of agricultural products included in our cash flows from investing activities, and has its own financing explained in further detail below under “Cash Flows from Financing Activities.”

Cash Flows from Operations

Cash flows from operations are generally affected by commodity prices and the seasonality of our businesses. These commodity prices are influenced by a wide range of factors beyond our control, including weather, crop conditions, drought, the availability and the adequacy of supply and transportation, government regulations and policies, world events, and general political and economic conditions. These factors are described in the Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 section and may affect net operating assets and liabilities, and liquidity.

Cash flows provided by operating activities were $570.0 million , $1.4 billion and $2.5 billion for the years ended August 31, 2015, 2014 and 2013 , respectively. The fluctuation in cash flows between fiscal 2015 and fiscal 2014 is primarily the result of significant uses of cash related to net changes in operating assets and liabilities during the year ended August 31, 2015 compared to the overall cash inflows associated with changes in operating assets and liabilities during the year ended August 31, 2014.

Our operating activities provided net cash of $570.0 million during the year ended August 31, 2015 . The cash provided by operating activities resulted from net income including noncontrolling interests of $780.3 million and net non-cash expenses and cash distributions from equity investments of $450.2 million , partially offset by a decrease in cash flows due to changes in net operating assets and liabilities of $660.5 million . The primary components of net non-cash expenses and cash distributions from equity investments include depreciation and amortization, including amortization of major repair costs, of $401.4 million and long-lived asset impairment charges of $103.7 million , partially offset by a gain of $36.3 million on our crack spread contingent consideration liability and net equity investment activity of $26.9 million . The decrease in cash flows from changes in net operating assets and liabilities was caused primarily by decreases in accounts payable and accrued expenses and customer advance payments, partially offset by decreases in receivables and inventories. These decreases were

36


driven by decreases in commodity prices on August 31, 2015, when compared to August 31, 2014. On August 31, 2015, the per bushel market prices of two of our primary grain commodities, soybeans and spring wheat, decreased by $1.92 (18%) and $1.19 (19%), respectively, when compared to the spot prices on August 31, 2014. The per bushel market price of our third primary commodity, corn, increased by $0.33 (9%) when compared to the spot price on August 31, 2014. In general, crude oil market prices decreased $47 per barrel (49%) on August 31, 2015 when compared to August 31, 2014. Comparing the same periods, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases of up to 26%, depending on the specific products, compared to prices on August 31, 2014. In addition, slight increases in grain inventory quantities on August 31, 2015 compared to the prior year partially offset the impact that lower grain commodity prices had on net operating assets and liabilities on August 31, 2015.

Our operating activities provided net cash of $1.4 billion during the year ended August 31, 2014. Net income including noncontrolling interests of $1.1 billion , net non-cash expenses and cash distributions from equity investments of $234.9 million and an increase in cash flows due to changes in net operating assets and liabilities of $123.4 million contributed to the net cash provided by operating activities. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including amortization of major repair costs, of $351.3 million , partially offset by gains on the sale of investments of $114.2 million , primarily due to a $109.2 million gain associated with the contribution of our Horizon Milling assets to the newly formed Ardent Mills joint venture. See Note 4, Investments, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information. The cash inflow resulting from the decrease in net operating assets and liabilities was caused primarily by a decrease in commodity prices on August 31, 2014, when compared to August 31, 2013. On August 31, 2014, the per bushel market prices of our primary grain commodities, corn, spring wheat, and soybeans, decreased by $1.23 (26%), $1.15 (16%), and $2.68 (19%), respectively, when compared to the spot prices on August 31, 2013. In general, crude oil market prices decreased $12 per barrel (11%) on August 31, 2014 when compared to August 31, 2013. On August 31, 2014, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected increases up to 29%, depending on the specific products, compared to prices on August 31, 2013. In addition, increased grain inventory quantities on August 31, 2014 compared to the prior year, partially offset the impact that lower grain commodity prices had on net operating assets and liabilities on August 31, 2014.

Our operating activities provided net cash of $2.5 billion during the year ended August 31, 2013. Net income including noncontrolling interests of $996.3 million , net non-cash expenses and cash distributions from equity investments of $375.3 million and an increase in cash flows due to changes in net operating assets and liabilities of $1.1 billion contributed to the net cash provided by operating activities. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including amortization of major repair costs, of $311.4 million , deferred taxes of $92.7 million and the loss on our crack spread contingent liability of $23.1 million , which were partially offset by income from equity investments, net of distributions from those investments, of $34.6 million . The cash inflow resulting from the decrease in net operating assets and liabilities was caused primarily by decreases in commodity prices and inventory quantities, and was reflected in decreased receivables, inventories, margin deposits and derivative assets, partially offset by an increase in derivative liabilities on August 31, 2013 when compared to August 31, 2012. On August 31, 2013, the per bushel market prices of our primary grain commodities, corn, spring wheat and soybeans, decreased by $3.21 (40%), $2.02 (22%) and $4.07 (23%), respectively, when compared to the spot prices on August 31, 2012. In general, crude oil market prices increased $11 per barrel (12%) on August 31, 2013 when compared to August 31, 2012. On August 31, 2013, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases between 19% and 31%, depending on the specific products, compared to prices on August 31, 2012. A decrease in grain inventory quantities in our Ag segment of 44.1 million bushels (30%) also contributed to the decrease in net operating assets and liabilities when comparing inventories at August 31, 2013 to August 31, 2012.

Cash Flows from Investing Activities

For the years ended August 31, 2015, 2014 and 2013 , the net cash flows used in our investing activities totaled $1.9 billion , $1.3 billion and $495.3 million , respectively.

Total cash expenditures for the acquisition of property, plant and equipment totaled $1.2 billion , $919.1 million and $619.9 million for the years ended August 31, 2015, 2014 and 2013 , respectively. The significant increases from fiscal 2013 to fiscal 2014 and from fiscal 2014 to fiscal 2015 were primarily related to multi-year projects involving the replacement of a coker and expansion of capacity at our CHS McPherson refinery as discussed below.

Expenditures for major repairs related to our refinery turnarounds were $201.7 million , $2.9 million and $73.6 million during the years ended August 31, 2015, 2014 and 2013 , respectively. Refineries have planned major maintenance to overhaul, repair, inspect and replace process materials and equipment (referred to as "turnaround") which typically occur for a five-to-six

37


week period every 2-4 years. Both our Laurel, Montana refinery and our McPherson, Kansas refinery had turnarounds during the year ended August 31, 2015. Neither of the refineries has turnarounds scheduled for fiscal 2016.

Cash acquisitions of businesses, net of cash acquired, totaled $305.2 million , $281.5 million and $12.7 million during the years ended August 31, 2015, 2014 and 2013 , respectively. The fiscal 2015 activity included our Patriot Renewable Fuels and Northstar Agri Industries acquisitions in our Ag segment. See Note 17, Acquisitions, to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Investments in joint ventures and other entities during the years ended August 31, 2015, 2014 and 2013 , totaled $64.3 million , $80.1 million and $21.4 million , respectively. Of the amount invested in joint ventures in fiscal 2014, $48.2 million was associated with the winding down of our Horizon Milling joint venture and ownership interest that was contributed to our Ardent Mills joint venture.

Changes in notes receivable for the years ended August 31, 2015 and 2014 resulted in net decreases in cash flows of $184.1 million and $184.1 million , respectively. The primary cause of the decreases in cash flows during both periods relates to increases in CHS Capital notes receivable. Changes in notes receivable for the year ended August 31, 2013 resulted in a net increase in cash flows of $211.9 million . The primary cause of the net increase in cash flows during fiscal 2013 was a decrease in CHS Capital notes receivable of $189.3 million and a decrease in CHS McPherson (then known as NCRA) notes receivable, compared to August 31, 2012.

Partially offsetting our cash expenditures for investing activities during the years ended August 31, 2015, 2014 and 2013 , were proceeds from the redemption of investments of $19.9 million , $138.5 million and $13.0 million , respectively. Included in the fiscal 2014 amount is $121.2 million of cash proceeds that were distributed to us as part of our Ardent Mills joint venture. Also partially offsetting our cash expenditures for investing activities during the years ended August 31, 2015, 2014 and 2013 , were proceeds received from the disposal of property, plant and equipment of $11.3 million , $11.7 million and $7.7 million , respectively.

Cash Flows from Financing Activities

For the years ended August 31, 2015 and August 31, 2014, our financing activities provided net cash of $153.8 million and $201.5 million , respectively. For the year ended August 31, 2013, net cash used in our financing activities totaled $478.0 million .

Working Capital Financing:

We finance our working capital needs through lines of credit with domestic and international banks. On August 31, 2015, we had a five-year, unsecured, revolving facility with a committed amount of $2.5 billion, which had no amounts outstanding. This facility was amended and restated in September 2015 with a committed amount of $3.0 billion and a new five year term.

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 in South America, 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. This facility was amended in October 2015 to conform its financial covenants with those of the five-year, unsecured, revolving facility.

As of August 31, 2015 our wholly-owned subsidiaries, CHS Europe S.a.r.l and CHS Agronegocio, had uncommitted lines of credit of $303.4 million outstanding. In addition, our other international subsidiaries had lines of credit totaling $310.2 million outstanding at August 31, 2015, of which $216.7 million was collateralized. On August 31, 2015 and 2014, we had total short-term indebtedness outstanding on these various facilities and other miscellaneous short-term notes payable totaling $813.7 million and $840.7 million , respectively.

We have two uncommitted commercial paper programs with an aggregate capacity of $125.0 million, with two banks participating in our revolving credit facilities. Terms of our revolving credit facility allow a maximum usage of $100.0 million to pay principal under any commercial paper facility. On August 31, 2015 and 2014, we had no commercial paper outstanding. In September 2015, we amended our five-year, unsecured, revolving facility and eliminated the provision that allowed proceeds to be used to pay principal under a commercial paper facility.


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CHS Capital Financing:

Cofina Funding, LLC ("Cofina Funding"), a wholly-owned subsidiary of CHS Capital, had 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.

CHS Capital has available credit under master participation agreements with numerous counterparties. Borrowings under these agreements are accounted for as secured borrowings and bear interest at variable rates ranging from 1.64% to 3.70% as of August 31, 2015. As of August 31, 2015, the total funding commitment under these agreements was $145.7 million, of which $35.9 million was borrowed.

CHS Capital sells loan commitments it has originated to ProPartners Financial ("ProPartners") on a recourse basis. The total capacity for commitments under the ProPartners program is $300.0 million. The total outstanding commitments under the program totaled $56.8 million as of August 31, 2015, of which $39.9 million was borrowed under these commitments with an interest rate of 1.62%.

CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates ranging from 0.10% to 0.90% as of August 31, 2015, and are due upon demand. Borrowings under these notes totaled $275.8 million as of August 31, 2015.

As of August 31, 2014, there were no borrowings under Cofina Funding through the issuance of commercial paper with $17.6 million of secured borrowings under CHS Capital. CHS Capital borrowings under the ProPartners program and the surplus funds program were $64.6 million and $236.6 million, respectively, as of August 31, 2014.

Long-term Debt Financing:

We use long-term debt agreements with various insurance companies and banks to finance certain of our long-term capital needs, primarily those related to the acquisition of property, plant and equipment.

On August 31, 2015, we had total long-term debt outstanding of approximately $1.4 billion , of which $75.0 million was bank financing, $1.2 billion was private placement debt, $125.9 million was obligations related to capital leases and $44.9 million was other notes and contracts payable. On August 31, 2014, we had total long-term debt outstanding of approximately $1.6 billion , of which $105.0 million was bank financing, $1.3 billion was private placement debt, $155.4 million was obligations related to capital leases and $43.8 million was other notes and contracts payable. Our long-term debt is unsecured except for other notes and contracts in the amount of $0.5 million ; however, restrictive covenants under various agreements have requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all debt covenants and restrictions as of August 31, 2015. Long-term debt outstanding as of August 31, 2015 has aggregate maturities, excluding fair value adjustments and capital leases, as follows:
 
(Dollars in thousands)
2016
$
129,994

2017
149,932

2018
161,596

2019
150,098

2020
31,340

Thereafter
670,400

 
$
1,293,360


During the years ended August 31, 2015, 2014 and 2013 we borrowed $3.5 million , $1.4 million and $280.0 million , respectively, on a long-term basis. During the years ended August 31, 2015 , 2014 and 2013 , we repaid long-term debt of $170.7 million , $157.8 million and $113.6 million , respectively; and we made principal payments on capital lease obligations of $38.9 million , $39.9 million , and $35.4 million , respectively.


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Additional detail on our long-term borrowings and repayments is as follows:

In June 1998, we completed a private placement offering with several insurance companies for long-term debt in the amount of $225.0 million with an interest rate of 6.81%. Repayments were due in equal annual installments during the years 2008 through 2013 and the debt was fully repaid in fiscal 2013.

In October 2002, we completed a private placement with several insurance companies for long-term debt in the amount of $175.0 million, which was layered into two series. The first series of $115.0 million had an interest rate of 4.96% and was due in equal semi-annual installments of approximately $8.8 million during the years 2007 through 2013. The second series of $60.0 million has an interest rate of 5.60% and is due in equal semi-annual installments of approximately $4.6 million during the years 2012 through 2018.

In March 2004, we entered into a note purchase and private shelf agreement with Prudential Capital Group. In April 2007, we amended our Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. and several other participating insurance companies to expand the uncommitted facility from $70.0 million to $150.0 million. We borrowed $50.0 million under the shelf arrangement in February 2008, for which the aggregate long-term notes have an interest rate of 5.78% and are due in equal annual installments of $10.0 million during the years 2014 through 2018. In November 2010, we borrowed $100.0 million under the shelf arrangement, for which the aggregate long-term notes have an interest rate of 4.0% and are due in equal annual installments of $20.0 million during the years 2017 through 2021.

In September 2004, we completed a private placement with several insurance companies for long-term debt in the amount of $125.0 million with an interest rate of 5.25%. The debt was due in equal annual installments of $25.0 million during the years 2011 through 2015, and was fully repaid in fiscal 2015.

In October 2007, we completed a private placement with several insurance companies and banks for long-term debt in the amount of $400.0 million with an interest rate of 6.18%. Repayments are due in equal annual installments of $80.0 million during the years 2013 through 2017.

In December 2007, we established a ten-year long-term credit agreement through a syndication of cooperative banks in the amount of $150.0 million, with an interest rate of 5.59%. Repayments are due in equal semi-annual installments of $15.0 million each, from June 2013 through December 2018.

In June 2011, we completed a private placement with certain accredited investors for long-term debt in the amount of $500.0 million, which was layered into four series. The first series of $130.0 million has an interest rate of 4.08% and is due in June 2019. The second series of $160.0 million has an interest rate of 4.52% and is due in June 2021. The third series of $130.0 million has an interest rate of 4.67% and is due in June 2023. The fourth series of $80.0 million has an interest rate of 4.82% and is due in June 2026. Under the agreement, we may from time to time issue additional series of notes pursuant to the agreement, provided that the aggregate principal amount of all notes outstanding at any time may not exceed $1.5 billion.

In March 2013, we issued $100 million of notes with an interest rate of 4.71%, which mature in fiscal 2033, in a private placement to institutional investors.

In July 2013, we issued $80 million and $100 million of notes with interest rates of 3.85% and 3.80%, respectively, which mature in fiscal 2025, in two private placements to institutional investors.

In September of 2015, we amended all outstanding notes to conform their financial covenants to those of the amended and restated five-year, unsecured, revolving facility. In addition, the amended notes contain a provision such that if our ratio of consolidated funded debt to consolidated cash flow is greater than 3.0 to 1.0, the interest rate on all outstanding notes is increased by 0.25% until the ratio declines to 3.0 or less.

In September 2015, we entered into a ten-year term loan with a syndication of banks. The agreement provides for committed term loans in an amount up to $600.0 million, which may be drawn down from time to time, but in no event on more than 10 occasions, from September 4, 2015 until September 4, 2016. Amounts drawn under this agreement that are subsequently repaid or prepaid may not be reborrowed. Principal on the term loans is payable in full on September 4, 2025. Borrowings under the agreement will bear interest at a base rate (or a LIBO rate) plus an applicable margin, or at a fixed rate of interest determined and quoted by the administrative agent under the agreement in its sole and absolute discretion from time to time. The applicable margin will be based on our leverage ratio and ranges between 1.50% and 2.00% for LIBO rate loans and between 0.50% and 1.00% for base rate loans. There are currently no amounts drawn under this agreement.


40


Other Financing:

During the years ended August 31, 2015 and August 31, 2014 , we made a payment of $66.0 million in each year related to our purchase of the CHS McPherson (formerly NCRA) noncontrolling interests.

During the years ended August 31, 2015 , August 31, 2014 , and August 31, 2013, changes in checks and drafts outstanding resulted in a decrease in cash flows of $43.4 million , $17.8 million and $20.4 million , respectively.

In accordance with our bylaws and by action of the Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year. Patronage refunds are calculated based on amounts using financial statement earnings. The cash portion of the patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or non-qualified capital equity certificates. Consenting patrons have agreed to take both the cash and qualified capital equity certificate portion allocated to them from our previous fiscal year’s income into their taxable income; and as a result, we are allowed a deduction from our taxable income for both the cash distribution and the allocated qualified capital equity certificates, as long as the cash distribution is at least 20% of the total qualified patronage distribution. For the years ended August 31, 2014 and August 31, 2013, 10% of earnings from patronage business was added to our capital reserves and the remaining 90% was primarily distributed during the second fiscal quarters of the years ended August 31, 2015 and August 31, 2014, totaling $821.5 million and $841.1 million , respectively. The cash portion of the qualified distributions was deemed by the Board of Directors to be 40% for fiscal 2014 and 2013. Cash related to these distributions was $271.2 million and $286.8 million and was paid during the years ended August 31, 2015 and August 31, 2014, respectively. During the year ended August 31, 2013, we distributed patronage refunds of $976.0 million , of which the cash portion was $380.9 million .

In accordance with our bylaws and by action of the Board of Directors, 10% of the earnings from patronage business for the year ended August 31, 2015 was added to our capital reserves and the remaining 90%, or an estimated $625.4 million , will be distributed as patronage in fiscal 2016 , in the form of qualified equity certificates and cash. The cash portion of the qualified distribution, determined by the Board of Directors to be 40%, is expected to be approximately $250.2 million and is classified as a current liability on our August 31, 2015 Consolidated Balance Sheet in dividends and equities payable.

Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual retirement program for qualified equities held by them and another for individuals who are eligible for qualified equity redemptions at age 70 or upon death. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2015 , that will be distributed in fiscal 2016 , to be an estimated $107.3 million . These expected distributions are classified as a current liability on the August 31, 2015 Consolidated Balance Sheet.

For the years ended August 31, 2015, 2014 and 2013 , we redeemed in cash, qualified equities in accordance with authorization from the Board of Directors, in the amounts of $128.9 million , $99.6 million and $193.4 million , respectively.

The following is a summary of our outstanding preferred stock as of August 31, 2015 , all of which are listed on the Global Select Market of NASDAQ:
 
 
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


41


(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.

We made dividend payments on our preferred stock of $133.7 million , $50.8 million , and $24.5 million , during the years ended August 31, 2015 , 2014 and 2013 , respectively.

Off Balance Sheet Financing Arrangements

Guarantees:

We are a guarantor for lines of credit and performance obligations of related companies. Our bank covenants allow maximum guarantees of $1.0 billion , of which $94.6 million were outstanding on August 31, 2015 . We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees are current as of August 31, 2015 .

Operating leases:
    
Minimum future lease payments required under noncancelable operating leases as of August 31, 2015 were $249.7 million .

Debt:

There is no material off balance sheet debt.


Contractual Obligations

We had certain contractual obligations at August 31, 2015 , which require the following payments to be made:
 
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

_______________________________________

42


(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.
    
Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these consolidated financial statements requires the use of estimates as well as management’s judgments and assumptions regarding matters that are subjective, uncertain or involve a high degree of complexity, all of which affect the results of operations and financial condition for the periods presented. We believe that of our significant accounting policies, the following may involve a higher degree of estimates, judgments and complexity.

Inventory Valuation and Reserves

Grain, processed grain, oilseed and processed oilseed are stated at net realizable values which approximate market values. All other inventories are stated at the lower of cost or market. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the last-in, first-out ("LIFO") method; all other inventories of non-grain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods. Estimates are used in determining the net realizable values of grain and oilseed and processed grains and oilseeds inventories. These estimates include the measurement of grain in bins and other storage facilities, which use formulas in addition to actual measurements taken to arrive at appropriate quantity. Other determinations made by management include quality of the inventory and estimates for freight. Grain shrink reserves and other reserves that account for spoilage also affect inventory valuations. If estimates regarding the valuation of inventories, or the adequacy of reserves, are less favorable than management’s assumptions, then additional reserves or write-downs of inventories may be required.


43


Derivative Financial Instruments

We enter into exchange-traded commodity futures and options contracts to hedge our exposure to price fluctuations on energy, grain and oilseed transactions to the extent considered practicable for minimizing risk. Futures and options contracts used for hedging are purchased and sold through regulated commodity exchanges. We also use over-the-counter ("OTC") instruments to hedge our exposure on fixed-price contracts. Fluctuations in inventory valuations, however, may not be completely hedged, due in part to the absence of satisfactory hedging facilities for certain commodities and geographical areas and, in part, to our assessment of our exposure from expected price fluctuations. We also manage our risks by entering into fixed-price purchase contracts with preapproved producers and establishing appropriate limits for individual suppliers. Fixed-price sales contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. The fair values of futures and options contracts are determined primarily from quotes listed on regulated commodity exchanges. Fixed-price purchase and sales contracts are with various counterparties, and the fair values of such contracts are determined from the market price of the underlying product. We are exposed to loss in the event of nonperformance by the counterparties to the contracts and, therefore, contract values are reviewed and adjusted to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different than the current market prices.

Pension and Other Postretirement Benefits

Pension and other postretirement benefits costs and obligations are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest costs, expected return on plan assets, mortality rates and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expenses and the recorded obligations in future periods. While our management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other postretirement obligations and future expenses.

Deferred Tax Assets and Uncertain Tax Positions

We assess whether a valuation allowance is necessary to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. While we have considered future taxable income, as well as other factors, in assessing the need for the valuation allowance, in the event that we were to determine that we would not be able to realize all, or part of, our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to income in the period such determination was made. We are also significantly impacted by the utilization of tax credits, some of which were passed to us from CHS McPherson (formerly known as NCRA), related to refinery upgrades that enable us to produce ultra-low sulfur fuels. Our tax credit carryforwards are available to offset future federal and state tax liabilities with the tax credits becoming unavailable to us if not used by their expiration date. Our net operating loss carryforwards for tax purposes are available to offset future taxable income. If our loss carryforwards are not used, these loss carryforwards will expire.

Tax benefits related to uncertain tax positions are recognized in our financial statements if it is more likely than not that the position would be sustained upon examination by a tax authority that has full knowledge of all relevant information. The benefits are measured using a cumulative probability approach. Under this approach, we record in our financial statements the greatest amount of tax benefits that have a more than 50% probability of being realized upon final settlement with the tax authorities. In determining these tax benefits, we assign probabilities to a range of outcomes that we feel we could ultimately settle on with the tax authorities using all relevant facts and information available at the reporting date. Due to the complexity of these uncertainties, the ultimate resolution may result in a benefit that is materially different than our current estimate.

Long-Lived Assets

Property, plant and equipment is depreciated or amortized over the expected useful lives of individual or groups of assets based on the straight-line method. Economic circumstances, or other factors, may cause management’s estimates of expected useful lives to differ from actual.

All long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP, at least annually for goodwill, and whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable. For goodwill, our annual impairment testing occurs in our third quarter. An impaired asset is written down to its estimated fair value based on the best information available. Fair value is generally measured by discounting estimated future

44


cash flows. Considerable management judgment is necessary to estimate discounted future cash flows and may differ from actual.

We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired. In most cases, these assets can be used for extended and indeterminate periods of time, as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances. As a result, we believe our refineries and related assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we will estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.

We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to lessor discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

Effect of Inflation and Foreign Currency Transactions

We believe that inflation and foreign currency fluctuations have not had a significant effect on our operations during the three years ended August 31, 2015 since we conduct a significant portion of our business in U.S. dollars.

Recent Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-02, "Amendments to the Consolidation Analysis." ASU No. 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU No. 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact the adoption will have on our consolidated financial statements in fiscal 2017.

In November 2014, the FASB issued ASU No. 2014-16, "Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity." The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-16 is not expected to have a material effect on our consolidated financial statements in fiscal 2017.
    
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers." ASU No. 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The guidance also requires an entity to disclose sufficient qualitative and quantitative information surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts from customers. This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU 2015-14 delaying the effective date for adoption. This update is now effective for annual and interim periods beginning after December 15, 2017, which will require us to adopt these provisions in the first quarter of fiscal 2019. Early application as of the original date is permitted. This update permits the use of either the full or modified retrospective method. We are evaluating the effect this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

COMMODITY PRICE RISK

When we enter into a commodity or freight purchase or sales contract, we incur risks related to price change and performance (including delivery, quality, quantity and counterparty credit). We are exposed to risk of loss in the market value of

45



positions held, consisting of inventory and purchase contracts at a fixed or partially fixed price in the event market prices decrease. We are also exposed to risk of loss on our fixed or partially fixed price sales contracts in the event market prices increase.

Our hedging activities reduce the effects of price volatility, thereby protecting against adverse short-term price movements, but also limit the benefits of short-term price movements. To reduce the price change risks associated with holding fixed price commitments, we generally take opposite and offsetting positions by entering into commodity futures contracts or options, to the extent practical, in order to arrive at a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are purchased and sold on regulated commodity futures exchanges for grain, and regulated mercantile exchanges for refined products and crude oil. We also use OTC instruments to hedge our exposure to price fluctuations on commodities and fixed price arrangements. The price risk we encounter for crude oil and most of the grain and oilseed volume we handle can be hedged. Price risk associated with fertilizer and certain grains cannot be hedged with futures because there are no futures for these commodities and, as a result, risk is managed through the use of forward sales contracts and other pricing arrangements and, to some extent, cross-commodity futures hedging. These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes. The contracts are recorded on our Consolidated Balance Sheets at fair values based on quotes listed on regulated commodity exchanges or are based on the market prices of the underlying products listed on the exchanges, with the exception of certain fertilizer and propane contracts, which are accounted for as normal purchase and normal sales transactions. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations using market-based prices.

When a futures contract is entered into, an initial margin deposit must be sent to the applicable exchange or broker. The amount of the deposit is set by the exchange and varies by commodity. If the market price of a short futures contract increases, then an additional maintenance margin deposit would be required. Similarly, if the price of a long futures contract decreases, a maintenance margin deposit would be required and sent to the applicable exchange. Subsequent price changes could require additional maintenance margins or could result in the return of maintenance margins.

Our policy is to primarily maintain hedged positions in grain and oilseed. Our profitability from operations is primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include net position limits. These limits are defined for each commodity and include both trader and management limits. This policy and computerized procedures in our grain marketing operations require a review by operations management when any trader is outside of position limits and also a review by our senior management if operating areas are outside of position limits. A similar process is used in our energy and wholesale crop nutrients operations. The position limits are reviewed, at least annually, with our management and Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions. In addition, all purchase and sales contracts are subject to credit approvals and appropriate terms and conditions.

Hedging arrangements do not protect against nonperformance by counterparties to contracts. We primarily use exchange traded instruments, which minimizes our counterparty exposure. We evaluate that exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different than the current market prices. We manage our risks by entering into fixed price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.

A 10% adverse change in market prices would not materially affect our results of operations, since we use commodity and freight futures and forward contracts as economic hedges of price risk, and since our operations have effective economic hedging requirements as a general business practice.


46



INTEREST RATE RISK

Debt used to finance inventories and receivables is represented by short-term notes payable, so that our blended interest rate for all such notes approximates current market rates. We have outstanding interest rate swaps with an aggregate notional amount of $420.0 million designated as fair value hedges of portions of our fixed-rate debt. Our objective is to offset changes in the fair value of the debt associated with the risk of variability in the 3-month U.S. Dollar London Interbank Offered Rate ("LIBOR") interest rate, in essence converting the fixed-rate debt to variable-rate debt. Offsetting changes in the fair values of both the swap instruments and the hedged debt are recorded contemporaneously each period and only create an impact to earnings to the extent that the hedge is ineffective. During fiscal 2015 we recorded offsetting fair value adjustments of $8.0 million, with no ineffectiveness recorded in earnings. In fiscal 2015, we entered into forward starting swaps with a notional amount of $300.0 million designated as cash flow hedges of anticipated future issuances of fixed-rate debt. Our objective is to limit the potential cash outflows associated with forecasted debt issuances that are subject to variability in the benchmark interest rates. The swaps expire in fiscal 2016 with no material amounts expected to be included in earnings during the next 12 months.

The table below provides information about our outstanding debt and derivative financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents scheduled contractual principal payments and related weighted average interest rates for the fiscal years presented. For interest rate swaps, the table presents notional amounts for payments to be exchanged by expected contractual maturity dates for the fiscal years presented and interest rates noted in the table.
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

FOREIGN CURRENCY RISK

We conduct a significant portion of our business in U.S. dollars. Our Ag segment continued to expand its international operations in fiscal 2015 with planned future growth. We had minimal, non-material risk regarding foreign currency fluctuations during fiscal 2015 and in prior years, as a substantial amount of international sales were denominated in U.S. dollars. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural

47



products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. From time to time, we enter into foreign currency hedge contracts to mitigate currency fluctuations. The notional amounts of our foreign exchange derivative contracts were $1.3 billion and $784.4 million as of August 31, 2015 and August 31, 2014 , respectively.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed in Item 15(a)(1) are set forth beginning on page F-1. Financial statement schedules are included in Schedule II in Item 15(a)(2). Supplementary financial information required by Item 302 of Regulation S-K for each quarter during the years ended August 31, 2015 and 2014 is presented below. We have revised certain prior period amounts in these tables to include activity and amounts related to capital leases that were previously incorrectly accounted for as operating leases. See Note 18, Correction of Immaterial Errors , to our audited consolidated financial statements included in this Annual Report on Form 10-K for more information on the nature and amounts of these revisions.
 
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


    

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

None.



48



ITEM 9A.     CONTROLS AND PROCEDURES

Disclosure of Controls and Procedures:

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating our disclosure procedures, we recognize that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2015 . Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of August 31, 2015 , the end of the period covered in this Annual Report on Form 10-K.

Management’s Annual Report on Internal Control Over Financial Reporting:

The financial statements, financial analyses and all other information included in this Annual Report on Form 10-K were prepared by our management, which is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and our disposals of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and use or disposal of our assets that could have a material effect on the financial statements.

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

Management assessed the design and operating effectiveness of our internal control over financial reporting as of August 31, 2015 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on management’s assessment using this framework, management concluded that, as of August 31, 2015 , our internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the Financial Reform Bill passed in July 2010, that permits us to provide only management’s report in this Annual Report on Form 10-K.

Change in Internal Control over Financial Reporting:

During our fourth fiscal quarter, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.     OTHER INFORMATION

None.

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PART III.

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The table below provides certain information regarding each of our directors, as of August 31, 2015 .
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

The qualifications for our Board of Directors are listed below under “Director Elections and Voting”. In general, our directors operate large commercial agricultural enterprises requiring expertise in all areas of management, including financial oversight. They also have experience in serving on local cooperative association boards, and participate in a variety of agricultural and community organizations. Our directors complete the National Association of Corporate Directors comprehensive Director Professionalism course, and earn the Certificate of Director Education.

Donald Anthony (2006):  Chairs Corporate Risk Committee and serves on CHS Foundation Finance and Investment Committee. Serves as director and former chairman for All Points Cooperative of Gothenburg, Neb., and Lexington (Neb.) Co-op Oil. Holds a bachelor’s degree in agricultural economics from the University of Nebraska. Raises corn, soybeans and alfalfa near Lexington, Neb. Mr. Anthony’s principal occupation has been farming for the last five years or longer.

Robert Bass (1994):  Serves on Governance and Government Relations committees. Served as first vice chairman of CHS Executive Committee. Serves as director of Reedsburg Area Medical Center. Served as director and chairman for Co-op Country Partners Cooperative, Baraboo, Wis., and its predecessors for 15 years, including seven years as chairman. Served as director and former vice chairman for Cooperative Network. Holds a bachelor’s degree in agricultural education from the University of Wisconsin - Madison. Operates a crop and dairy operation near Reedsburg, Wis. Mr. Bass’ principal occupation has been farming for the last five years or longer.

David Bielenberg, chairman (elected in 2009; chairman since 2012):  Chairs Executive Committee. Previously served on the CHS Board of Directors from 2002-2006. Serves as chairman of the East Valley Water District and previously served as director and board president for Wilco Farmers Cooperative, Mount Angel, Ore. Active in a broad range of agricultural and cooperative organizations. Holds a bachelor’s of science degree in agricultural engineering from Oregon State University and is a graduate of Texas A & M University's executive program for agricultural producers. Operates a diverse agricultural business near Silverton, Ore., including seed crops, vegetables, soft white wheat, greenhouse plant production and timberland. Mr. Bielenberg’s principal occupation has been farming for the last five years or longer.


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Clinton J. Blew (2010):  Serves on the Audit and Government Affairs committees. Chair of the Mid Kansas Coop (MKC), Moundridge, Kan. Served on 2010 CHS Resolutions Committee and holds a position on the Hutchinson Community College Ag Advisory Board. Member of Kansas Livestock Association, Texas Cattle Feeder’s Association and Red Angus Association of America. Holds an applied science degree in farm and ranch management from Hutchinson Community College. Farms in a family partnership that includes irrigated corn and soybeans, dry land wheat, milo and soybeans, and a commercial cow/calf business. Mr. Blew’s principal occupation has been farming for the last five years or longer.

Dennis Carlson, first vice chairman (2001):  Serves as first vice chairman of the Executive Committee. Served as second vice chairman of the Executive Committee. Former director and past chairman of Farmers Union Oil Company, Bismarck/Mandan, N.D. Raises wheat, sunflowers and soybeans. Mr. Carlson’s principal occupation has been farming for the last five years or longer.

Curt Eischens, assistant secretary-treasurer (1990):  Serves as chairman of the Capital Committee and is assistant secretary-treasurer of the Executive Committee. Served as second vice chairman. Serves as chairman for Cooperative Network, director of Ralph Morris Foundation, member, Minnesota Soybean Association, Minnesota Corn Growers Association, Minnesota Farmers Union, Minnesota FFA Alumni Association (life member), National FFA Alumni Association and former director and chairman of Farmers Co-op Association, Canby, Minn. Operates a corn and soybean farm near Minneota, Minn. Mr. Eischens’ principal occupation has been farming for the last five years or longer.

Jon Erickson (2011): Serves on Audit and Government Relations committees. Served as former member of CHS Annual Meeting Resolutions Committee. Serves as member and former director of North Dakota Farmers Union, North Dakota Stockman’s Association and NDFU Mutual Insurance. Former director and chairman of Enerbase and National Cattlemen’s Beef Promotion and Research Board. Active in a wide range of agricultural community organizations. Holds a bachelor’s degree in agricultural economics from North Dakota State University. Raises grains and oilseeds and operates a commercial Hereford/Angus cow-calf business near Minot, N.D. Mr. Erickson’s principal occupation has been farming for the last five years or longer.

Steve Fritel, second vice chairman (2003):  Serves as chairman of Governance Committee and as second vice chair of Executive Committee. Served as secretary-treasurer. Represents CHS on the Quentin Burdick Center for Cooperatives, former director and chairman for Rugby Farmers Union Elevator, and previous member of the former CHS Wheat Milling Defined Member Board, Envision, North Central Experiment Station Board of Visitors and North Dakota Farm and Ranch Business Management Advisory Board. Earned an associate’s degree from North Dakota State College of Science, Wahpeton, N.D. Raises spring wheat, barley, soybeans, edible beans, corn and confectionary sunflowers near Rugby, N.D. Runs family business dealing with sale of farm grain storage and related equipment. Mr. Fritel’s principal occupation has been farming for the last five years or longer.

Alan Holm (2013): Serves as a member of the Corporate Risk and Government Affairs committees. Previously served two years on the CHS Resolutions Committee, including one as chairman. Serves as member and former chairman of the River Region Co-op. Also served as chairman of the Southern Minnesota Co-op Directors’ Association and secretary of the Minnesota State Co-op Directors’ Association. In addition, also held leadership positions with the Brown County Farm Service Agency county committee, AgStar Financial Services Advisory Board and Renville Co-op Transport. Raises corn, soybeans, sweet corn, peas and hay on 1,400 acres that has been in his family since 1870. Also raises a cow-calf herd. Holds an associate’s degree in machine tool technology from Mankato Technical College. Has participated in numerous cooperative and agriculture educational programs. Mr. Holm's principal occupation has been farming for the last five years or longer.

David Johnsrud (2012):  Serves as a member of the Government Affairs and Governance committees. Served as director and chairman for AgCountry Farm Credit Services. Served on the Minnesota Farm Credit Legislative Committee, with three years as chairman. Served on the Farmers Union Oil and CHS Prairie Lake Co-op boards of directors, with 15 years as board secretary. Mr. Johnsrud served on the Mid-Minnesota Association Board, with terms as secretary and chairman, as well as on the Minnesota Directors’ Association, with terms as treasurer. Served on the CHS Annual Meeting Credentials Committee in 2000 and 2001 and on the Resolutions Committee in 2002 and 2003. In 2010 he completed the Farm Credit Services Premier Governance Series, became a Certified Director and is a 2010 graduate of Minnesota Agricultural Rural Leadership Class V. Farms in partnership with his brother and nephew, raising corn and soybeans. Mr. Johnsrud’s principal occupation has been farming for the last five years or longer.

David Kayser (2006):  Serves on Corporate Risk and CHS Foundation Finance and Investment committees. Member of Mitchell Technical Institute Foundation Board. Past chairman of South Dakota Association of Cooperatives and previously served on CHS Resolutions Committee. Former director and chairman for Farmer’s Alliance, Mitchell, S.D. Raises corn,

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soybeans and hay near Alexandria, S.D., and operates a cow-calf and feeder-calf business. Mr. Kayser’s principal occupation has been farming for the last five years or longer.

Randy Knecht (2001):  Serves on Government Affairs and Capital committees. Served as assistant secretary-treasurer. Previously served on board of the American Coalition for Ethanol and former director and chairman of Northern Electric Cooperative and Full Circle Ag. Holds a bachelor’s degree in agriculture from South Dakota State University. Operates a diversified family farm operation near Houghton, S.D, raising corn, soybeans, alfalfa and beef cattle. Mr. Knecht’s principal occupation has been farming for the last five years or longer.

Greg Kruger (2008):  Serves on Audit and CHS Foundation Finance and Investment committees. Served as previous chairman of Countryside Cooperative, Durand, Wis., since its creation in 1998. Served two years each on the CHS Resolutions and CHS Rules and Credentials Committees. Served as former president of Trempealeau County Farm Bureau and former chairman of local land use planning committee. Operates a family dairy, hog and crop enterprise near Eleva, Wis. Mr. Kruger’s principal occupation has been farming for the last five years or longer.

Edward Malesich (2011): Serves on Corporate Risk and CHS Foundation Finance and Investment committees. Serves as member of Montana Stock Growers Association, Montana Grain Growers Association, Farm Bureau and Montana Council of Co-ops. Served 12 years on the board of Rocky Mountain Supply Inc., Belgrade, Mont., and 18 years on one of its predecessor cooperatives. Served on the board of Northwest Farm Credit Services and East Bench Irrigation District. Holds a bachelor’s degree in agricultural production from Montana State University. Raises Angus cattle, wheat, malt barley and hay near Dillon, Mont. Mr. Malesich’s principal occupation has been farming for the last five years or longer.

Perry Meyer (2014): Serves on Capital and CHS Foundation Finance and Investment committees. Serves as director of Heartland Corn Products Cooperative, member of United Farmers Co-op, South Central Grain and Energy, River Region Co-op, Minnesota Farm Bureau, Minnesota and Nicollet County corn growers associations, and Minnesota Pork Producers Association. Serves as president of St. John’s Church and Steamboat Cooperative, chairman of NU-Telecom Board and director of Minnesota Valley Lutheran School Foundation. Holds an agricultural mechanics degree from Alexandria (Minn.) Technical School. Attended CHS New Leaders Forum and is a 2006 graduate of Minnesota Agriculture and Rural Leadership (MARL) program. Operates family farm raising corn, soybean and hogs near New Ulm, Minn. Mr. Meyer’s principal occupation has been farming for the last five years or longer.

Steve Riegel (2006):  Serves as chairman of Government Affairs Committee and member of Governance Committee. Serves as advisory director of Bucklin (Kan.) National Bank. Served as chairman of Pride Ag Resources, Dodge City (Kan.), director and officer for Ford-Kingsdown Cooperative and Co-op Service, Inc. and has served on local school board. Attended Fort Hays (Kan.) State University, majoring in agriculture, business and animal science. Raises irrigated corn, soybeans, alfalfa, dryland wheat and milo near Ford, Kan. Mr. Riegel’s principal occupation has been farming for the last five years or longer.

Daniel Schurr, secretary-treasurer (2006):  Serves as secretary-treasurer on Executive Committee and is chairman of Audit Committee. Previously served as first vice chairman. Serves on Blackhawk Bank and Trust board and audit and loan committees and is a member of board of trustees for Silos and Smokestacks National Heritage Area. Served as director and officer for River Valley Cooperative of Mt. Joy, Iowa. Served eight years as director of Great River Bank and Trust. Former local school board member and active in numerous agricultural and community organizations. Named Iowa Jaycees Outstanding Young Farmer in 2004. Holds bachelor’s degree in agricultural business with minor in economics from Iowa State University. Raises corn and soybeans near LeClaire, Iowa. Also operates a commercial trucking business. Mr. Schurr’s principal occupation has been farming for the last five years or longer.

Director Elections and Voting

Director elections are for three-year terms and are open to any qualified candidate. The qualifications for the office of director are as follows:
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 remaining qualifications set forth below must be met at all times commencing six months prior to the time of election and while the individual holds office:

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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.

The following positions on the Board of Directors will be up for re-election at the 2015 Annual Meeting of Members:
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
_______________________________________

Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments; therefore, our preferred stockholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are members of CHS.

EXECUTIVE OFFICERS

The table below lists our executive officers as appointed by the Board of Directors.
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

Carl Casale , President and Chief Executive Officer (CEO). Joined CHS in 2011. Previously spent 26 years with Monsanto Company, beginning his career as a sales representative in eastern Washington and advancing through sales, strategy, marketing and technology-related positions before being named Chief Financial Officer in 2009. Serves on the boards of Ventura Foods, LLC; Ecolab Inc.; National Council of Farmer Cooperatives; and Minnesota Business Partnership. Previously served on the boards of Nalco Company, Greater Twin Cities United Way and the National 4-H Council. Named Oregon State University College of Agriculture’s 2009 alumni fellow. Holds a bachelor’s degree in agricultural economics from Oregon State University and an executive Master of Business Administration from Washington University, St. Louis, Mo. Native of Oregon’s Willamette Valley. Operates a family-owned blueberry farm near Aurora, Oregon.

Shirley Cunningham , Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy. Leads aligned Ag Business platform consisting of its International, North America and Agronomy operations; and Enterprise Strategy functions, including information technology, human resources, planning and strategy. Ms. Cunningham joined CHS in 2013 and previously served as chief information officer for Monsanto Company. She has more than 25 years of experience in information technology and business management including leading global IT operations, acquisitions, IT research and development, strategic planning and enterprise initiatives. Serves as director of Ventura Foods, LLC, and Ardent Mills, LLC. Previously served on the AT&T advisory board. Holds a Master of Business Administration degree from Washington University, St. Louis, Missouri.

Jay Debertin, Executive Vice President and Chief Operating Officer, Energy and Foods. Leads CHS energy operations, including refineries, pipelines and terminals, refined fuels, propane, lubricants and transportation, and processing

53



and food ingredients. Mr. Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations. Mr. Debertin was named vice president, Crude Oil Supply, in 1998 based in the Company’s Denver, Colorado, office. In 2001, he returned to St. Paul, Minn., with responsibilities including raw material supply, refining, pipelines and terminals, trading and risk management, and transportation and has held his current position since 2014. Mr. Debertin also serves as chairman for Ventura Foods. He earned a bachelor’s degree in economics from the University of North Dakota in 1982 and a Master of Business Administration degree from the University of Wisconsin - Madison in 1984.
  
Lynden Johnson , Executive Vice President - Country Operations. Responsible for the division delivering agricultural inputs, energy products, grain marketing, animal nutrition, sunflower processing and other farm supplies to producers through retail businesses in 16 states and Alberta, Canada. Before assuming his current role in September 2014, Mr. Johnson had been responsible for the Business Solutions operations including board planning and administration, Corporate Citizenship and the CHS Foundation, and CHS Aligned Solutions, along with subsidiaries CHS Insurance Group, CHS Hedging Inc. and CHS Capital. He served as the vice president of Business Solutions Consulting in 2008 and previously held the position of vice president, Member Services. Prior to joining CHS, he had a career managing cooperatives in North Dakota and Minnesota for 23 years. Serves as a director for the CHS Pension Plan and CHS Capital. Holds a bachelor's degree in agricultural economics from North Dakota State University.

Timothy Skidmore, Executive Vice President and Chief Financial Officer. Joined CHS in 2013 and is responsible for finance, accounting, tax, patron equity, treasury, strategic sourcing and insurance risk management. Previously served as vice president of finance and strategy for Campbell North America, Campbell's largest operating division. Joined Campbell as assistant treasurer in 2001 and held numerous leadership positions in finance including leading the cash management, corporate finance and international treasury functions. Served in various business unit chief financial officer roles including the U.S. soup, simple meals, beverages and international businesses where he was responsible for financial strategy, planning, reporting and balance sheet management. Prior to joining Campbell, he spent 15 years at DuPont Co., holding a variety of financial leadership positions, including leading DuPont's finance function across Asia Pacific. Holds a bachelor's degree in risk management from the University of Georgia, and a Master of Business Administration degree in finance from Widener University, Chester, Pennsylvania.

James Zappa , Executive Vice President and General Counsel. Joined CHS in 2015 and provides counsel to CHS leadership and Board, works with corporate finance team to support Securities and Exchange Commission reporting and compliance, disclosure and investor communications. He previously served as vice president, associate general counsel and chief compliance officer for 3M Company where he led a global legal team responsible for overall corporate compliance and business conduct. Served as vice president, associate general counsel, International Operations, working with 3M global subsidiaries and business operations, counsel to the 3M Board’s Compensation Committee, assistant general counsel for consumer and office business and human resources; and counsel and assistant general counsel for labor and employment law. Prior to joining 3M, he worked for UnitedHealth Group and for the law firm Dorsey & Whitney. Serves as director for Boy Scouts of America, Northern Star Council, and is an active community volunteer. He earned a juris doctor degree from the University of Minnesota Law School, a master’s degree in communication arts and sciences from the University of Southern California, and a bachelor’s degree from Drake University.

Lisa Zell , Executive Vice President - Business Solutions. Responsible for leading initiatives that support cooperatives, agribusinesses and producers offered through CHS Aligned Solutions, CHS Capital, CHS Hedging, CHS Insurance, and Communications and Public Affairs. Ms. Zell joined CHS in 1999 as senior attorney after several years in private practice and a federal clerkship with the U.S. Court of Appeals Seventh Circuit. She was named senior vice president and general counsel in January 2011, assumed the position of executive vice president and general counsel in January 2012, and assumed her current role in September 2014. Ms. Zell serves as chairperson of CHS Hedging, CHS Insurance, and CHS Capital She earned a bachelor’s degree from St. Cloud (MN) State University and juris doctor law degree from Drake University.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than 10% of any class of our preferred stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (Commission). Such executive officers, directors and greater than 10% beneficial owners are required by the regulations of the Commission to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto furnished to us during, and reports on Form 5 and amendments thereto furnished to us with respect to, the fiscal year ended August 31, 2015 , and based

54



further upon written representations received by us with respect to the need to file reports on Form 5, the following persons filed late reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended: Mr. Riegel was late in filing one form 4 relating to one transaction in November 2014.

CODE OF ETHICS

We have adopted a code of ethics within the meaning of Item 406(b) of Regulation S-K promulgated by the Commission. This code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This code of ethics is part of our broader CHS Global Code of Conduct Policy, which is posted on our website. The Internet address for our website is http://www.chsinc.com and the CHS Global Code of Conduct Policy may be found on the "Compliance" web page, which can be accessed from the "Governance & Compliance" web page, which can be accessed from the "Our Company" web page, which can be accessed from our main web page. The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the Commission. We will provide to any person, without charge, upon request, a copy of our code of ethics or the CHS Global Conduct Policy. A person may request a copy by writing or telephoning us at the following:

CHS Inc.
Attention: Jack Lenzi
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(651) 355-6000

AUDIT COMMITTEE MATTERS

The Board of Directors has a separately designated standing Audit Committee for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. The Audit Committee is comprised of Mr. Blew, Mr. Erickson, Mr. Kruger, and Mr. Schurr (Chairman), each of whom is an independent director. The Audit Committee has oversight responsibility to our owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements. The Audit Committee assures that the corporate information gathering and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events and conditions within CHS. In addition, the Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm.

We do not believe that any member of the Audit Committee of the Board of Directors is an "audit committee financial expert” as defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder. As a cooperative, our 17-member Board of Directors is nominated and elected by our members. To ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The members in each region nominate and elect the number of directors for that region as set forth in our bylaws. To be eligible for service as a director, a nominee must (i) be an active farmer or rancher, (ii) be a member of CHS or a Cooperative Association Member and (iii) reside in the geographic region from which he or she is nominated. Neither management nor the incumbent directors have any control over the nominating process for directors. Because of the nomination procedure and the election process, we cannot ensure that an elected director will be an "audit committee financial expert.” However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in which they have had significant financial oversight responsibilities. The current Audit Committee includes directors who have served as presidents or chairmen of local cooperative association boards. Members of the Board of Directors, including the Audit Committee, also operate large commercial enterprises requiring expertise in all areas of management, including financial oversight.


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ITEM 11.     EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation

Overview

This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers (our Named Executive Officers) for fiscal 2015:

Carl Casale        President and Chief Executive Officer
Timothy Skidmore    Executive Vice President and Chief Financial Officer
Jay Debertin        Executive Vice President and Chief Operating Officer, Energy and Foods
Shirley Cunningham    Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy
Lisa Zell            Executive Vice President, Business Solutions
John McEnroe        Former Executive Vice President, Country Operations
    
Changes to our Named Executive Officers during fiscal 2015 included the addition of Shirley Cunningham, our Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy and Lisa Zell, our Executive Vice President, Business Solutions as Named Executive Officers. Mr. McEnroe, former Executive Vice President, Country Operations retired on December 31, 2014.

CHS is an organization that exists to, among other things, help our owners grow. CHS compensation programs are designed to attract, retain and reward the executives who carry out this promise, and align them around attainment of CHS’ short and long-term success.

In this section, we will outline the compensation and benefit programs as well as the materials and factors used to assist us in making compensation decisions.
    
Compensation Philosophy and Objectives

The Governance Committee of our Board of Directors oversees the administration of, and the fundamental changes to, the executive compensation and benefits programs. The primary principles and objectives in compensating executive officers include:

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

There are no material changes anticipated to our compensation philosophy or objectives for fiscal 2016.

Components of Executive Compensation and Benefits

Our executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to optimize member-owner returns by achieving specified goals. The compensation program links executive compensation directly to our annual and long-term financial performance. A significant portion of each executive's compensation is dependent upon meeting financial goals and a smaller portion is linked to individual performance objectives.

Each year, the Governance Committee of the Board of Directors reviews our executive compensation policies with respect to the correlation between executive compensation and the creation of member-owner value, as well as the competitiveness of the executive compensation programs. The Governance Committee, with input from a third party consultant if necessary, determines what, if any, changes are appropriate to our executive compensation programs including the incentive plan goals for the Named Executive Officers. The third party consultant is chosen and hired directly by the Governance

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Committee to provide guidance regarding market competitive levels of base pay, annual variable pay and long-term incentive pay as well as market competitive allocations between base pay, annual variable pay and long-term incentive pay for the Chief Executive Officer (CEO). The data is shared with our Board of Directors which makes final decisions regarding the Chief Executive Officer's base bay, annual incentive pay and long-term incentive pay, as well as the allocation of compensation between base pay, annual incentive pay and long-term incentive pay. There are no formal policies for allocation between long-term and cash compensation other than the intention of being competitive with the external compensation market for comparable positions and being consistent with our compensation philosophy and objectives. The Governance Committee recommends to the Board of Directors salary actions relative to our CEO and approves annual and long-term incentive awards based on goal attainment. In turn, the Board of Directors communicates this pay information to the CEO. The CEO is not involved with the selection of the third party consultant and does not participate in, or observe, Governance Committee meetings that concern CEO compensation matters. Based on a review of compensation market data provided by our human resources department (survey sources and pricing methodology are explained under “Components of Compensation”), with input from a third party consultant if necessary, the CEO decides base compensation levels for the other Named Executive Officers, recommends for Board of Directors approval the annual and long-term incentive levels for the other Named Executive Officers and communicates base and incentive compensation levels to the other Named Executive Officers. The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

We intend to preserve the deductibility, under the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), of compensation paid to our executive officers while maintaining compensation programs to attract and retain highly qualified executives in a competitive environment.

In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.

Components of Compensation

The executive compensation and benefits program consists of seven components. Each component is designed to be competitive within the executive compensation market. In determining competitive compensation levels, we analyze information from independent compensation surveys, which include information regarding comparable industries, markets, revenues and companies that compete with us for executive talent. The surveys used for this analysis in fiscal 2015 included a combination of any of the following sources: AonHewitt Total Compensation Measurement, Hay Group General Market Executive Report, Mercer Benchmark Database Executive Compensation Survey and Towers Watson CDB Executive Compensation Survey Report. The data extracted from these surveys includes median market rates for base salary, annual incentive, total cash compensation and total direct compensation. Companies included in the surveys vary by industry, revenue and number of employees, and represent both public and private ownership, as well as non-profit, government and mutual organizations. The number of companies participating in these surveys ranged from 446 to 2,592, with an average of 1,056. In addition, in fiscal 2013 we retained Towers Watson to provide customized survey data from the Towers Watson Executive Compensation Databank, to include a subset consisting of 26 companies in the agribusiness, energy, fertilizer and food industries. Data for these companies included 25th, 50th and 75th percentile for base pay, total cash compensation (sum of base pay and annual variable pay), and total direct compensation (sum of base pay, annual variable pay and long-term incentive). Towers Watson also provided historical return on equity data for the same group of agribusiness, energy, fertilizer and food companies. The emphasis of our executive compensation package is weighted more on variable pay through annual variable pay and long-term incentive awards. This is consistent with our compensation philosophy of emphasizing a strong link between pay, employee performance and business goals to foster a clear line-of-sight and strong commitment to CHS' short-term and long-term success, and also aligns our programs with general market practices. The goal is to provide our executives with an overall compensation package that is competitive to compensation in comparable industries, companies and markets. We target the market median for base pay, target total cash and target total direct compensation, and 75th percentile for total direct compensation for above market performance.


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The following table presents a more detailed breakout of each compensation element:
P ay Element
D efinition of Pay Element
P urpose of Pay Element
Base Pay
Competitive base level of compensation provided relative to skills, experience, knowledge and contributions
•   Provides the fundamental element of compensation for carrying out duties of the job
Annual Variable Pay
Broad-based employee short-term performance based variable pay incentive for achieving predetermined annual financial and individual performance objectives
•   Provides a direct link between pay and annual business objectives
•   Pay for performance to motivate and encourage the achievement of critical business initiatives
Profit Sharing
Broad-based employee short-term performance based variable pay program for achieving predetermined return on adjusted equity performance levels
•   Provides a direct link between employee pay and CHS’ profitability
•   Encourages proper expense control and containment
Long-Term Incentive Plans
Long-term performance based incentive for senior management to achieve predetermined triennial return on adjusted equity performance goals
•   Provides a direct link between senior management pay and long-term strategic business objectives
•   Aligns management and member-owner interests
•   Encourages retention of key management
Retirement Benefits
Retirement benefits under the qualified retirement plans are identical to the broad-based retirement plans generally available to all full-time employees
•   These benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
 
The supplemental plans include non-qualified retirement benefits that restore qualified benefits contained in our broad-based plans for employees whose retirement benefits are limited by salary caps under the Internal Revenue Code. In addition, the plans allow participants to voluntarily defer receipt of a portion of their income
•   These benefits are provided to attract and retain senior managers with total rewards programs that are competitive with comparable companies
Health & Welfare Benefits
Medical, dental, vision, life insurance and short-term disability benefits generally available to all full-time employees. Certain Officers, including our Named Executive Officers, also are eligible for executive long-term disability benefits
•  With the exception of executive long-term disability, these benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
Additional Benefits
Additional benefits provided to certain officers, including our Named Executive Officers
•   These benefits are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to CHS

Base Pay:

Base salaries of the Named Executive Officers represent a fixed form of compensation paid on a semi-monthly basis. The base salaries are generally set at the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies. The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities and individual experience.

Base salaries for the Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities. Changes in base salaries are determined based on review of competitive market data, as well as individual performance and contribution. Changes are not governed by pre-established weighting factors or merit metrics.

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The CEO is responsible for this process for the other Named Executive Officers. The Governance Committee is responsible for this process for the CEO. Mr. Casale received a base pay increase of 3.0% effective January 1, 2015. The CHS Board of Directors approved the increase in order to maintain a competitive pay position to market. Each other Named Executive Officer also received a 3.0% base salary increase in fiscal 2015 (other than Mr. McEnroe, who retired on December 31, 2014).

Annual Variable Pay:

Each Named Executive Officer was eligible to participate in our Annual Variable Pay Plan for our year ending August 31, 2015. Target award levels were set with reference to competitive market compensation levels and were intended to motivate our executives by providing variable pay awards for the achievement of predetermined goals. Our incentive program was based on financial performance and specific management business objectives with payout dependent on CHS triggering threshold financial performance. The financial performance components included return on adjusted equity (ROAE) goals for both CHS and the executive's business unit. The CHS threshold, target and maximum ROAE goals for fiscal 2015 were 8%, 10% and 14%, respectively. The threshold, target and maximum ROAE goals for each business unit vary by unit. The management business objectives include individual performance against specific goals such as business profitability, strategic initiatives or talent development.

CHS financial performance goals and award opportunities under our fiscal 2015 Annual Variable Pay Plan were as follows:
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%

The types and relative importance of specific financial and other business goals varies among executives depending upon their positions and the particular business unit for which they are responsible. Financial goals are given greater weight than other individual performance goals in determining individual awards.

The CHS Board of Directors approves the Annual Variable Pay Plan total Company ROAE goals and determines the CEO's individual goals. The weighting of the CEO's goals for fiscal 2015 was 60% CHS total company ROAE, 10% Marketing, General and Administrative Expense as a percent of Gross Profit (MG&A/GP) and 30% principle accountabilities and individual goals. The CEO approves business unit ROAE goals and determines non-financial goals for the other Named Executive Officers. The weighting of goals for the other Named Executive Officers was 70% ROAE and 30% individual goals. The annual variable pay plan is designed such that if threshold non-financial and financial performance goals are achieved, the annual variable pay award would equal 20% of target awards; if target non-financial and financial performance goals are achieved, the award would equal 100% of target awards and if maximum non-financial and financial performance goals are achieved, the award would equal 200% of target awards. Beginning in fiscal 2016, all Named Executive Officers will have the following goal weightings under the Annual Variable Pay Plan: 60% CHS total company ROAE, 10 % MG&A/GP and 30% individual goals.

In conjunction with the annual performance appraisal process of the CEO, the Board of Directors reviews the non-financial goals, and in turn, determines and approves this portion of the annual variable pay award based upon completion or partial completion of the previously specified goals and principal accountabilities for the CEO. Likewise, the CEO uses the same process for determining individual goal attainment for the other Named Executive Officers. Named Executive Officers are covered by the same broad-based Annual Variable Pay Plan as other employees, and based on the plan provisions, when they retire they receive awards prorated to the period of time eligible.

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For fiscal 2015, CHS achieved an ROAE of 14.49%. Annual variable pay payments for fiscal 2015 for the Named Executive Officers are as follows:
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


Profit Sharing:

Each Named Executive Officer is eligible to participate in our Profit Sharing Plan applicable to other employees. The purpose of the Profit Sharing Plan is to provide a direct link between employee pay and CHS profitability. Annual profit sharing contributions are calculated as a percent of base pay and annual variable pay (total earnings) and are made to the CHS 401(k) plan account and Deferred Compensation Plan account of each Named Executive Officer. The levels of profit sharing awards vary in relation to the level of CHS ROAE achieved and are displayed in the following table:
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%

In fiscal 2015 the maximum ROAE goal was reached.

Effective for fiscal 2016, the ROAE goals are:
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%

Long-Term Incentive Plans:

Each Named Executive Officer is eligible to participate in our Long-Term Incentive Plan (“LTIP”). The purpose of the LTIP is to align results with long-term performance goals, encourage our Named Executive Officers to maximize long-term shareholder value, and retain key executives.

Currently, our LTIP performance measures are based upon our ROAE. In fiscal 2015, we engaged Hay Group to study whether ROAE was the most appropriate performance measure for us to use for our LTIP, or whether there were additional or other performance metrics that would be more appropriate. Hay Group delivered its opinion to us in February that ROAE is an appropriate metric for our LTIP.

The LTIP consists of three-year performance periods to ensure consideration is made for long-term CHS sustainability with a new performance period beginning every year. The LTIP is based on CHS ROAE over three-year periods. The CHS Board of Directors approves the LTIP ROAE goals.


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Award opportunities for the fiscal 2013-2015 LTIP are expressed as a percentage of a participant's average salary for the three-year performance period. CHS must meet a three-year period threshold level of ROAE for LTIP to trigger a payout. The threshold, target, maximum and superior performance maximum ROAE goals for the fiscal 2013-2015 performance period were 8%, 10%, 14% and 20%, respectively. Details for fiscal 2015 awards associated with the expanded plan are provided in the fiscal 2015 Grants of Plan-Based Awards table.

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%


Awards from the LTIP are contributed to the CHS Deferred Compensation Plan after the end of each performance period. These awards are earned over a three-year period and vest over an additional 28-month period following the performance period end date. The extended earning and vesting provisions of the LTIP are designed to help CHS retain key executives. Participants who terminate from CHS prior to retirement forfeit all unearned and unvested LTIP award balances. Participants who meet retirement criteria, die or become disabled receive prorated awards following the LTIP plan rules. Like the Annual Variable Pay Plan, award levels for the LTIP are set with regard to competitive considerations.
    
    
For the fiscal 2013-2015 performance period, CHS achieved a three year ROAE result of 19.7%. LTIP payments for the fiscal 2013-2015 plan for the Names Executive Officers are as follows:
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


Retirement Benefits:

We provide the following retirement and deferral programs to Named Executive Officers:

CHS Inc. Pension Plan
CHS Inc. 401(k) Plan
CHS Inc. Supplemental Executive Retirement Plan
CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

The CHS Inc. Pension Plan (the "Pension Plan") is a tax qualified defined benefit pension plan. All Named Executive Officers participate in the Pension Plan. A Named Executive Officer is fully vested in the plan after three years (depending on hire date) of vesting service. The Pension Plan provides for a lump sum payment of the participant's account balance (or a monthly annuity if elected) for the Named Executive Officer's lifetime beginning at normal retirement age. Compensation includes total salary and annual variable pay. Compensation and benefits are limited based on limits imposed by the Internal Revenue Code. The normal form of benefit for a single Named Executive Officer is a life annuity, and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis.

A Named Executive Officer's benefit under the Pension Plan depends on 1)  pay credits to the employee's account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of

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hire, age at date of hire and the length of service and 2)  investment credits which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.

The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer's base salary and annual variable pay plus compensation reduction pursuant to the CHS Inc. 401(k) Plan, (the “401(k) Plan”), and any pretax contribution to any of our welfare benefit plans, paid vacations, paid leaves of absence and pay received if away from work due to a sickness or injury. The pay credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

Pay credits are earned according to the following schedule:

Regular Pay Credits

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%

Mid Career Pay Credits

Employees hired after age 40 qualify for the following minimum pay credit:
 
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%

Investment Credits

We credit a Named Executive Officer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year. The investment credit is based on the average return for one-year U.S. Treasury bills for the preceding 12-month period. The minimum interest rate under the Pension Plan is 4.65% and the maximum is 10%.

CHS Inc. 401(k) Plan

The 401(k) Plan is a tax-qualified defined contribution retirement plan. Most full-time, non-union CHS employees are eligible to participate in the 401(k) Plan, including each Named Executive Officer. Participants may contribute between 1% and 50% of their pay on a pretax basis. We match 100% of the first 1% and 50% of the next 5% of pay contributed each year (maximum 3.5%). The Board of Directors may elect to reduce or eliminate matching contributions for any year or any portion thereof. Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant's behalf by CHS.

Non-participants are automatically enrolled in the plan at 3% contribution rate and effective each January 1st, the participant's contribution will be automatically increased by 1%. This escalation will stop once the participant's contribution reaches 10%. The participant may elect to cancel or change these automatic deductions at any time.


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CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

Because the Internal Revenue Code limits the benefits that may be paid from the Pension Plan and the 401(k) Plan, the CHS Inc. Supplemental Executive Retirement Plan (the “SERP”) and CHS Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect. The SERP also includes compensation deferred under the Deferred Compensation Plan that is excluded under the qualified retirement plan. All Named Executive Officers participate in the SERP. Participants in the plans are select management or highly compensated employees who have been designated as eligible by our President and CEO to participate.

All Named Executive Officers are eligible to participate in the Deferred Compensation Plan.

Compensation includes total salary and annual variable pay without regard to limitations on compensation imposed by the Internal Revenue Code. Compensation waived under the Deferred Compensation Plan is not eligible for pay credits or company contributions under the Pension Plan and 401(k) Plan.

Certain Named Executive Officers may have accumulated non-qualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERP are primarily funded in a rabbi trust, with a balance at August 31, 2015 of $26.6 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

The Deferred Compensation Plan allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay. The election must occur prior to the beginning of the calendar year in which the compensation will be earned. During the year ended August 31, 2015, all of the Named Executive Officers were eligible to participate in the Deferred Compensation Plan. Mr. Skidmore, Mr. Debertin, Ms. Cunningham, and Mr. McEnroe participated in the elective portion of the Deferred Compensation Plan.

Benefits from the Deferred Compensation Plan are primarily funded in a rabbi trust, with a balance as of August 31, 2015 of $117.0 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

Health & Welfare Benefits:

Like other CHS employees, each of the Named Executive Officers is entitled to receive benefits under our comprehensive health and welfare program. Like non-executive full-time employees, participation in the individual benefit plans is based on each Named Executive Officer's annual benefit elections and varies by individual.

Medical Plans

Named Executive Officers and their dependents may participate in our medical plan on the same basis as other eligible full-time employees. The plan provides each an opportunity to choose a level of coverage and coverage options with varying deductibles and co-pays in order to pay for hospitalization, physician and prescription drugs expenses. The cost of this coverage is shared by both CHS and the covered Named Executive Officer.

Dental, Vision, and Hearing Plan

Named Executive Officers and their dependents may participate in our Dental, Vision, and Hearing plan on the same basis as other eligible full-time employees. The plan provides coverage for basic dental, vision and hearing expenses. The cost of this coverage is shared by both CHS and the covered Named Executive Officer.

Life, AD&D and Dependent Life Insurance

Named Executive Officers and their dependents may participate in our basic life, optional life, accidental death and dismemberment (AD&D) and dependent life plans on the same basis as other eligible full-time employees. The plans allow Named Executive Officers an opportunity to purchase group life insurance on the same basis as other eligible full-time employees. Basic life insurance equal to one times pay will be provided at CHS expense on the same basis as other eligible full-time employees. Named Executive Officers can choose various coverage levels of optional life insurance at their own expense on the same basis as other eligible full-time employees.


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Short- and Long-term Disability

Named Executive Officers participate in our Short-Term Disability (“STD”) Plan on the same basis as other eligible full-time employees. The Named Executive Officers also participate in an executive Long-Term Disability (“LTD”) Plan. These plans replace a portion of income in the event that a Named Executive Officer is disabled under the terms of the plan and is unable to work full-time. The cost of STD and LTD coverage is paid by CHS.

Flexible Spending Accounts/Health Savings Accounts

Named Executive Officers may participate in our Flexible Spending Account (“FSA”) or Health Savings Account (“HSA”) on the same basis as other eligible full-time employees. The FSA and HSA provide Named Executive Officers an opportunity to pay for certain eligible medical expenses on a pretax basis. Contributions to the FSA and HSA are made by the Named Executive Officer.

Travel Assistance Program

Like other non-executive full-time CHS employees, each of the Named Executive Officers is covered by our travel assistance program. This broad-based program provides accidental death and dismemberment protection should a covered injury or death occur while on a CHS business trip.

Additional Benefits:

Certain benefits such as executive physical and limited financial planning assistance are available to the Named Executive Officers. These are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to CHS.

Agreements with Named Executive Officers

On November 6, 2013, our Board of Directors approved an employment and an amended and restated change in control agreement that superseded the employment and change in control agreements we entered into in November 2010 for Mr. Casale, our CEO. The agreements, which became effective as of January 1, 2014, are described more fully in the narrative to the tabular disclosure below. Under the agreement, in fiscal 2015 Mr. Casale had a base salary of $1,020,000 and the awards opportunities as set forth in the "2015 Grants of Plan-Based Awards" table.

Mr. Skidmore, our CFO, joined us in August 2013 and the terms of his employment provide for certain payments to Mr. Skidmore in respect of compensation earned from Mr. Skidmore's former employer during past periods but forfeited in order to accept employment with CHS due to vesting requirements and other restrictions. Specifically, Mr. Skidmore is entitled to receive three equal payments of $180,000 for forfeited restricted stock and three equal payments of $55,163 for forfeited incentives to be paid as follows: the first payments within 30 days of his start date; the second payments within 30 days after the first anniversary of start date and the third payments within 30 days after the second anniversary of the start date.

Ms. Cunningham, our Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy, joined us in April 2013 and the terms of her employment included certain payments to Ms. Cunningham in respect of compensation earned from Ms. Cunningham’s former employer during past periods but forfeited in order to accept employment with CHS due to vesting requirements and other restrictions. Specifically, Ms. Cunningham was entitled to receive three payments on the following schedule: $160,000 in May 2013; $270,000 in May 2014; and $383,000 in May of 2015.

On April 6, 2015 Mr. Debertin, our Executive Vice President and Chief Operating Officer, Energy and Foods, was offered a Supplemental Project Milestone Incentive Plan (the “Supplemental Plan”) for which he is eligible to receive a cash award of up to $120,000 for each of the years ending August 31, 2015, 2016, 2017 and 2018, depending upon achievement of certain milestones with respect to new projects. For the year ending August 31, 2015, Mr. Debertin’s incentive concerned projects relating to his leadership of the potential construction of the Spiritwood nitrogen fertilizer production facility and to potential portfolio actions involving certain assets in our Processing & Foods Ingredients business.  Mr. Debertin achieved the milestones in fiscal 2015 for those projects and therefore earned the full $120,000 award.

On November 6, 2013, we entered into a succession planning letter agreement with Mr. McEnroe, our former Executive Vice President and Chief Operating Officer of Country Operations, under which he was eligible to receive an incentive equal to one year's base salary upon completion of an agreed upon succession plan, which included effective training and development of strong successors to his leadership team, an efficient and effective transition of his responsibilities at the

64



time of his retirement to a successor candidate, and the successful performance of his duties and responsibilities through his retirement. We entered into this agreement with Mr. McEnroe as a succession management strategy, to ensure we would have strong leadership in place to assume Mr. McEnroe's responsibilities when needed. Mr. McEnroe retired on December 31, 2014, and the succession planning incentive was paid in full.

Shareholder Advisory Votes on Executive Compensation

We are not required to, and do not, conduct shareholder advisory votes on executive compensation under section 14A of the Securities Exchange Act of 1934.

Summary Compensation Table

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.


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(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.

The actual annual variable pay award value was as follows in fiscal 2015, 2014 and 2013, respectively: Mr. Casale, $2,502,118, $2,475,000 and $2,245,500; Mr. Skidmore, $668,367 and $648,900 (Mr. Skidmore was not a Named Executive Officer in fiscal 2013); Mr. Debertin, $915,217, $888,560 and $862,680; Ms. Cunningham, $786,214 (Ms. Cunningham was not a Named Executive Officer in fiscal 2014 or 2013); Ms. Zell, $620,060 (Ms. Zell was not a Named Executive Officer in fiscal 2014 or 2013); and Mr. McEnroe, $286,820, $865,200 and $840,000.

The actual long-term incentive award value was as follows in fiscal 2015, 2014 and 2013, respectively: Mr. Casale, $4,741,381, $4,612,167 and $2,189,417; Mr. Skidmore, $1,268,320 and $1,272,600 (Mr. Skidmore was not a Named Executive Officer in fiscal 2013); Mr. Debertin, $1,736,753, $1,725,907 and $845,973; Ms. Cunningham, $1,456,205 (Ms. Cunningham was not a Named Executive Officer in fiscal 2014 or 2013); Ms. Zell, $1,158,709 (Ms. Zell was not a Named Executive Officer in fiscal 2014 or 2013); and Mr. McEnroe, $1,302,146, $1,603,467 and $608,000.

(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.
 
The aggregate change in the actuarial present value was as follows in fiscal 2015, 2014 and 2013, respectively: Mr. Casale, $374,796, $450,992, and $284,305; Mr. Skidmore, $136,385, and $47,985 (Mr. Skidmore was not a Named Executive Officer in fiscal 2013); Mr. Debertin, $244,472, $502,230, and $97,255; Ms. Cunningham, $159,060 (Ms. Cunningham was not a Named Executive Officer in fiscal 2014 or 2013); Ms. Zell, $149,912 (Ms. Zell was not a Named Executive Officer in fiscal 2014 or 2013); and Mr. McEnroe, $180,349, $324,746, and $159,033.   

Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service (IRS) on applicable funds was as follows in fiscal 2015, 2014 and 2013, respectively: Mr. Casale, $112,036, $11,831, and $48,472; Mr. Skidmore, $9,472, and $27 (Mr. Skidmore was not a Named Executive Officer in fiscal 2013); Mr. Debertin, $94,850, $11,866, and $125,271; Ms. Zell, $7,752 (Ms. Zell was not a Named Executive Officer in fiscal 2014 or 2013); and Mr. McEnroe, $69,534, $7,592, and $53,702.

(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.

66




Agreements with Named Executive Officers

We have entered into a three-year employment and a one-year change in control agreement with Mr. Casale, our CEO, each effective January 1, 2014. These agreements replaced employment and change in control agreements that we had previously entered into with Mr. Casale in November 2010. Copies of the current agreements were previously filed as Exhibits 10.1 and 10.2 to our Annual Report on Form 10-K for the year ended August 31, 2013. The employment agreement with Mr. Casale was entered into to clearly define the obligations of the parties with respect to employment matters as well as compensation and benefits provided to Mr. Casale upon termination of employment. Mr. Casale's change in control agreement was designed to help retain Mr. Casale, recognizing that change in control protections are commonly provided at comparable companies with which CHS competes for executive talent. Because of our cooperative ownership structure, CHS is in a position where a change of control is unlikely. However, we believe that this arrangement provides financial security to Mr. Casale and enhances his impartiality and objectivity in the case of a change in control in which he could potentially lose his position. The change in control agreement is renewed on an annual basis unless written notice is provided of the intent not to renew the agreement for an additional one-year term.

The severance pay and benefits to which Mr. Casale will be entitled if we terminate his employment without cause, if he terminates his employment for “good reason” or if there is change in control, are described below under the heading “Post Employment”.

Mr. Casale's employment agreement also provides that in the event of certain restatements of our financial results due to material noncompliance with financial reporting requirements, if our Board determines in good faith that compensation paid (or payable but not yet paid) to Mr. Casale was awarded or determined based on such material noncompliance, then we are entitled to recover from him (or to reduce compensation determined but not yet paid) all compensation based on the erroneous financial data in excess of what would have been paid or been payable to him under the restatement.

Mr. Skidmore, our CFO, joined us in August 2013. The severance payments to which Mr. Skidmore will be entitled if we terminate his employment without cause or if he terminates his employment for “good reason” are described below under the heading “Post Employment”. Other details of Mr. Skidmore's employment arrangement with us are described in the Compensation Discussion and Analysis above.

Ms. Cunningham, our Executive Vice President and Chief Operating Officer, Ag Business and Enterprise Strategy, joined us in April 2013. The severance payments to which Ms. Cunningham will be entitled if we terminate her employment without cause or if she terminates her employment for "good reason" are described below under the heading "Post Employment". Other details of Ms. Cunningham's employment arrangement with us are described in the Compensation Discussion and Analysis above.

During fiscal 2015, Mr. Debertin, our Executive Vice President and Chief Operating Officer, Energy and Foods, was offered a Supplemental Project Milestone Incentive Plan, as described in the earlier Agreements with Named Executive Officers section of the Compensation Discussion and Analysis.

We entered into an agreement with Mr. McEnroe, our former Executive Vice President and Chief Operating Officer of Country Operations, under which he would be eligible to receive an incentive equal to one year's base salary upon completion of an agreed upon succession plan, which included the effective training and development of strong successors to his leadership team, an efficient and effective transition of his responsibilities at the time of his retirement to a successor candidate, and the successful performance of his duties and responsibilities through his retirement. Mr. McEnroe retired on December 31, 2014, and the incentive was paid in full.

Explanation of Ratio of Salary and Bonus to Total Compensation

The structure of our executive compensation package is focused on a suitable mix of base pay, annual variable pay and long-term incentive awards in order to encourage executive officers and employees to strive to achieve goals that benefit our shareholders' interests over the long term, and to better align our programs with general market practices.

Fiscal 2015 Executive Compensation Mix at Target

The charts below illustrate the mix of base salary, annual variable pay at target performance, and long-term incentive compensation at target performance for fiscal 2015 for our CEO and the other Named Executive Officers as a group, excluding Mr. McEnroe because he did not have a full year of service in fiscal 2015 due to his retirement.

67







2015 Grants of Plan-Based Awards

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
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".

68




(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.

The material terms of annual variable pay and long-term incentive awards that are disclosed in this table, including the vesting schedule, are described under Compensation, Discussion and Analysis.

2015 Pension Benefits Table

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.

The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and SERP.

For a discussion of the material terms and conditions of the Pension Plan and the SERP, see “Compensation Discussion and Analysis.”

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 10 of our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for the year ended August 31, 2015.

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.

The normal form of benefit for a single employee is a life only annuity, and for a married employee the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. A lump sum option is also available.

All Named Executive Officers' retirement benefits at normal retirement age will be equal to their accumulated benefits under the Pension Plan and SERP, as described under “Compensation Discussion and Analysis”.

69



 
2015 Nonqualified Deferred Compensation
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%.
Named Executive Officers may change their investment election daily. Payments of amounts deferred are made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death. Payments would be made in a lump sum. In the event of retirement, the Named Executive Officer can elect to receive payments either in a lump sum or annual installments up to 10 years.

For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis."

Post Employment

The CEO is covered by an employment agreement that provides for severance in the event his employment is terminated by us without "cause" or by him with “good reason.” Severance consists of two times base pay, two times target annual variable pay, a prorated portion of his unpaid annual variable award for the fiscal year in which the termination occurred, and two years of health and welfare benefits substantially similar to those he was receiving prior to termination. Mr. Casale's agreement contains two year non-solicitation and non-compete provisions. Payments for Mr. Casale would be made in three equal installments over a two-year period.


70



Mr. Skidmore's term sheet provides for severance in the event his employment is terminated by us without cause, or by him with “good reason”, in the amount of one year of base pay and prorated annual variable pay.

Ms. Cunningham's term sheet provides for severance in the event her employment is terminated by us without cause, or by her with “good reason”, in the amount of one year of base pay and prorated annual variable pay.

All other Named Executive Officers are covered by a broad-based employee severance program which provides a lump sum payment of two weeks of pay per year of service with a 12 month cap.

In accordance with their years of service and current base pay levels, the Named Executive Officers' severance pay would have been as follows had they been terminated by us without cause or terminated their employment for good reason as of the last business day of fiscal 2015:

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.

There are no other severance benefits offered to our Named Executive Officers except for up to $5,000 of outplacement assistance, which would be included as imputed income, and government mandated benefits such as COBRA. The method of payment would be a lump sum. Named Executive Officers not covered by employment agreements are not offered any special postretirement health and welfare benefits that are not offered to other similarly situated (i.e. age and service) salaried employees.

Mr. Casale is also covered by a change in control agreement under which a “qualifying termination” entitles Mr. Casale to a lump sum severance payment equal to 2.5 times the sum of Mr. Casale's base salary and target annual incentive compensation award to be paid on the 60th day after a qualifying termination, welfare benefit continuation for a period of 30 months and outplacement fees not to exceed $30,000. In accordance with this agreement and his current base salary, Mr. Casale would have received the following payment had there been a "qualifying termination" of his employment on the last business day of fiscal 2015.

Mr. Casale (1)
$
5,833,320

_______________________________________
(1)  
This number includes the value of health insurance based on current monthly rates.

Director Compensation

Overview


71



The Board of Directors met formally eight times during the year ended August 31, 2015. Through August 31, 2015, each director was provided annual compensation of $69,000, paid in 12 monthly payments, plus actual expenses and travel allowance, with the Chairman of the Board receiving additional annual compensation of $18,000, the First Vice Chairman, and the Secretary-Treasurer receiving additional annual compensation of $3,600 and all board committee chairs receiving additional annual compensation of $6,000. Each director receives a per diem of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular board meetings and the CHS Annual Meeting. The number of days per diem may not exceed 55 days annually, except that the Chairman of the Board is exempt from this limit.

Further, in an effort to align the interests of the board and management, directors are eligible to participate in the deferred compensation plan. Other than direct contributions, company contributions are made based on ROAE to align the interests of directors, management and member-owners. The ROAE performance goals of 8% to 20% are the same as described in the Executive Long-Term Incentive Plan, resulting in deferred compensation plan credits ranging from $5,000 to $100,000 as detailed on the following pages.

Director Retirement and Healthcare Benefits

Members of the Board of Directors are eligible for certain retirement and healthcare benefits. The director retirement plan is a defined benefit plan and provides for a monthly benefit for the director's lifetime, beginning at age 60. Benefits are immediately vested and the monthly benefit is determined according to the following formula: $250 times years of service on the board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment shall be made to the retired director's beneficiary in the event of the director's death before 120 payments are made. Prior to 2005, directors could elect to receive their benefit as an actuarial equivalent lump sum. In order to comply with IRS requirements, directors were required in 2005 to make a one-time irrevocable election whether to receive their accrued benefit in a lump sum or a monthly annuity upon retirement. If the lump sum was elected, the director would commence benefits upon expiration of board term.

Effective August 31, 2011, future accruals under the director retirement plan were frozen. Directors elected after that date are not eligible for benefits under this plan.

Retirement benefits are funded by a rabbi trust, with a balance at August 31, 2015 of $8.3 million. The Board of Directors' intent is to fully fund benefits through the rabbi trust.

Directors of CHS serving as of September 1, 2005, and their eligible dependents, are eligible to participate in the company's medical, life, dental, vision and hearing plans. CHS will pay 100% of the medical premium for the director and eligible dependents until the director is eligible for Medicare. Term life insurance cost is paid by the director. Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by CHS after they leave the Board. In the event a director's coverage ends due to death or Medicare eligibility, CHS will pay 100% of the premium for the eligible spouse and eligible dependents until the spouse reaches Medicare age or upon death, if earlier.

New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental, vision and hearing plans. CHS will pay 100% of the premium for the director and eligible dependents until the director is eligible for Medicare. In the event a director leaves the Board prior to Medicare eligibility, premiums will be shared based on the following schedule:

Years of Service
Director
 
CHS
Up to 3
100%
 
0%
3 to 6
50%
 
50%
6+
0%
 
100%



72



CHS Inc. Deferred Compensation Plan

Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of his or her monthly director fees into the Deferred Compensation Plan. This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board. The deferral election must occur prior to the beginning of the calendar year in which the compensation will be earned. During fiscal 2015, the following directors deferred board fees pursuant to the Deferred Compensation Plan: Mr. Hasnedl, Mr. Johnsrud, Mr. Knecht, Mr. Malesich, and Mr. Riegel.

Benefits are funded in a rabbi trust. The amount of deferred compensation plan rabbi trust reported elsewhere in this report includes amounts deferred by the directors.

Each year we will credit an amount to each Director's retirement plan account under the Deferred Compensation Plan. The amount that will be credited is based on CHS cumulative ROAE over a three-year period:

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

The fiscal 2015 credit to each director’s Retirement Plan Account was determined based on the ROAE for fiscal years 2013, 2014, and 2015 and is reflected in the Director Compensation Table.

During fiscal 2013 the Executive Committee of the CHS Board of Directors utilized a third party consultant, Towers Watson, to conduct an assessment of the Board of Directors’ compensation program. The committee reviewed the market data and concluded that the then current compensation programs were not aligned with the market. Based on the findings and an effort to align the Executive and Board of Director strategic goals and outcomes, the committee recommended and the CHS Board of Directors approved expansion of the three year cumulative ROAE performance goals which provided additional contributions to each Director’s retirement plan account under the Deferred Compensation Plan for above market performance between 14% and 20% ROAE, beginning in fiscal 2014 (based on the fiscal 2012-2014 performance period). These goals and associated contribution levels align with CHS Long-Term Incentive Plan goals and related awards for superior performance in that the award for superior performance is four times the target award opportunity in both programs.

Amounts credited and defined performance goals for the fiscal 2013-2015 measurement period are defined below:

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

Upon leaving the Board during the fiscal year, a director's credit for that partial fiscal year will be the target amount ($25,000) prorated through the end of the month in which the director departs. Directors who join the CHS Board during the fiscal year will receive credit for that partial fiscal year based on the actual ROAE for that fiscal year, prorated from the first of the month following the month in which the director joins the Board, to the end of the fiscal year.


73



2015 Director Compensation
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.
Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the IRS on applicable funds. The following directors had above market earnings during the fiscal year: $1,723 for Mr. Bass; $237 for Mr. Bielenberg; $1,753 for Mr. Anthony, Mr. Carlson, Mr. Eischens, Mr. Kayser, and Mr. Kruger; $465 for Mr. Erickson; $39 for Mr. Fritel; $360 for Mr. Hasnedl; $561 for Mr. Knecht; $1,272 for Mr. Malesich; $832 for Mr. Riegel; $988 for Mr. Schurr; $948 for Mr. Blew; and $352 for Mr. Johnsrud.
(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.
Health care premiums paid for directors include: $17,624 for Mr. Holm; $13,352 for Mr. Anthony, Mr. Bass, Mr. Bielenberg, Mr. Eischens, Mr. Fritel, Mr. Johnsrud, Mr. Knecht, Mr. Malesich, and Mr. Riegel; $16,560 for Mr. Carlson, and Mr. Erickson; $23,768 for Mr. Blew, Mr. Kayser, and Mr. Schurr; $10,816 for Mr. Hasnedl; $18,692 for Mr. Kruger; and $8,968 for Mr. Perry.


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(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.

Compensation Committee Interlocks and Insider Participation

The Board of Directors does not have a compensation committee. The Governance Committee recommends to the entire Board of Directors salary actions relative to our CEO. The entire Board of Directors determines the compensation and the terms of the employment agreement with our CEO. The CEO decides base compensation levels for the other Named Executive Officers with input from a third party consultant if necessary, and recommends for Board of Directors approval the annual and long-term incentive levels for the other Named Executive Officers

For fiscal 2015, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on our Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee) or Board of Directors. None of the directors are, or have been, officers or employees of CHS.
See Item 13 for directors including Mr. Johnsrud who was a party to related person transactions.
Compensation Committee Report

The Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee) has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Steve Fritel, Chairman
Bob Bass
Dave Johnsrud
Steve Riegel


Compensation Risk Analysis

Our compensation policies and practices were reviewed by the appropriate corporate personnel in light of the requirements of Item 402(s) of Regulation S-K. A comprehensive risk assessment of our base and variable compensation programs was also conducted in fiscal 2010, and we continue ongoing reviews for risk. This assessment included a thorough review of all of our significant compensation components including base pay, annual variable pay, long-term incentive pay, and profit sharing. This review confirmed that our executive compensation program establishes an appropriate set of rewards for achieving our strategic, business and financial objectives without encouraging inappropriate risk-taking. Specifically, all of our incentive plans, including our long-term incentive plan, our annual variable pay plan and our profit sharing plan have established maximum levels of performance and payouts. In fiscal 2014, the LTIP design was modified with the ROAE superior performance maximum award payout moving from two times target award to four times target award, based on achievement of 20% ROAE superior performance. Therefore, the previous risk assessment remains adequate in ensuring all risks remain mitigated. All plans are performance based and in total are designed in such a manner as to limit unnecessary risk to CHS. As a result of our review and analysis, we have concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on CHS.



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

Beneficial ownership of our equity securities by each member of our Board of Directors, each of our named executive officers and all members of our Board of Directors and executive officers as a group as of September 15, 2015 is shown below. Except as indicated in the footnotes to the following table, each person has sole voting and investment power with respect to all shares attributable to such person.
 
 
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%

We have no compensation plans under which our equity securities are authorized for issuance.

To our knowledge, there is no person or group who is a beneficial owner of more than 5% of any class or series of our preferred stock.

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ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Because our directors must be active patrons of CHS, or of an affiliated association, transactions between us and our directors are customary and expected. Transactions include the sales of commodities to us and the purchases of products and services from us, as well as patronage refunds and equity redemptions received from us. During the year ended August 31, 2015 , the value of those transactions between a particular director (and any immediate family member of a director, which includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing the household of such director) and us in which the total amount involved exceeded $120,000 are shown below.
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


Review, Approval or Ratification of Related Party Transaction

Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms as described above.

Related persons can include any of our directors or executive officers and any of their immediate family members, as defined by the Securities and Exchange Commission. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of the Audit Committee of the Board of Directors. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of CHS. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with CHS in which the officer or director or their family members have an interest. We also review our business records to identify potentially qualifying transactions between a related person and us. In addition, we have a written policy in regard to related persons, included in our Corporate Compliance Code of Ethics that describes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.

Director Independence

We are a Minnesota cooperative corporation managed by a Board of Directors made up of 17 members. Nomination and election of the directors is done by eight separate regions. In addition to meeting other requirements for directorship, candidates must reside in the region from which they are elected. Directors are elected for three-year terms. The terms of directors are staggered and no more than seven director positions are elected at an annual meeting. Nominations for director elections are made by the members at the region caucuses at our annual meeting. Neither the Board of Directors, nor management, of CHS participates in the nomination process. Accordingly, we have no nominating committee.

The following directors satisfy the definition of director independence set forth in the rules of the NASDAQ:
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

Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to the NASDAQ rules from the NASDAQ director independence requirements as they relate to the makeup of the

77



Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee. The NASDAQ exemption applies to cooperatives that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock. All of the members of our Audit Committee are independent. All of the members of our Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee) are independent other than David Johnsrud.

Independence of CEO and Board Chairman Positions

Our bylaws prohibit any employee of CHS from serving on the Board of Directors. Accordingly, our CEO may not serve as Chairman of the Board or in any Board capacity. We believe that this leadership structure creates independence between the Board and management and is an important check and balance in the governance of CHS.

Board of Directors Role in Risk Oversight

It is senior management’s responsibility to identify, assess and manage our exposures to risk. Our Board of Directors plays an important and significant role in overseeing the overall risk management approach, including the review and where appropriate, approval of guidelines and policies that govern our risk management process. Our management and Board of Directors have jointly developed and documented a Risk Identification and Assessment analysis for CHS, which covers eight broad categories of risk exposure. Each significant enterprise level risk is reviewed periodically by management with the Board of Directors and/or a committee of the Board as appropriate to identify and evaluate key risks across the organization. The review includes an analysis by management of the continued applicability of the risk, our performance in managing or mitigating the risk, and possible additional or emerging risks to consider. From this evaluation process, the top enterprise level risks are identified and prioritized for each risk treatment strategy development project that may be under taken. We continue to develop a formal Enterprise Risk Management program intended to support integration of the risk assessment discipline and controls into major decision making and business processes. The Corporate Risk Committee is involved in developing and approving the Enterprise Risk Management framework, and is responsible for evaluating its effectiveness on an ongoing basis. When appropriate, the Corporate Risk Committee meets jointly with the Audit Committee to discuss common financial risks across CHS that may have potential material impact to our financial statements.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered during the years ended August 31, 2015 and 2014 :
 
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.

In accordance with the CHS Inc. Audit Committee Charter, as amended, our Audit Committee adopted the following policies and procedures for the approval of the engagement of an independent registered public accounting firm for audit, review or attest services and for pre-approval of certain permissible non-audit services, all to ensure auditor independence.

Our independent registered public accounting firm will provide audit, review and attest services only at the direction of, and pursuant to engagement fees and terms approved by our Audit Committee. Our Audit Committee approves, in advance,

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all non-audit services to be performed by the independent auditors and the fees and compensation to be paid to the independent auditors. Our Audit Committee approved 100% of the services listed above in advance.

79



PART IV.

ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) FINANCIAL STATEMENTS

The following financial statements and the Report of Independent Registered Public Accounting Firm are filed as part of this Form 10-K.
 
Page No.
Consolidated Statements of Comprehensive Income for the years ended August 31, 2015, 2014 and 2013

(a)(2) FINANCIAL STATEMENT SCHEDULES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 
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


*net of reserve adjustments


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Report of Independent Registered Public Accounting Firm on

Financial Statement Schedule

To the Board of Directors and Members and Patrons of CHS Inc.:

Our audits of the consolidated financial statements referred to in our report dated November 23, 2015 appearing on page F-1 in this Annual Report on Form 10-K of CHS Inc. and subsidiaries also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/  PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 23, 2015



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EXHIBIT INDEX

(a)(3) EXHIBITS
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). (+)

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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). (+)

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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).

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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).

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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.(*)

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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. (*)
_______________________________________
(*)    Filed herewith
(**)
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.
(+)    Indicates management contract or compensation plan or agreement

(b)  EXHIBITS

The exhibits shown in Item 15(a)(3) above are being filed herewith.

(c)  SCHEDULES

None.

SUPPLEMENTAL INFORMATION

As a cooperative, we do not utilize proxy statements.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 23, 2015 .

CHS INC.
 
By: 
/s/  Carl M. Casale
 
 
Carl M. Casale
 
 
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 23, 2015 :
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
 
 
 
 

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Table of Contents


*
 
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
 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members and Patrons of CHS Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income, of changes in equities, and of cash flows present fairly, in all material respects, the financial position of CHS Inc. and its subsidiaries at August 31, 2015 and 2014 , and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2015 , in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 23, 2015

F-1

Table of Contents


Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
 
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


The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-2

Table of Contents


Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS

 
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


The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-3

Table of Contents


Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
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


The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries


F-4

Table of Contents


Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITIES

 
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


The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-5

Table of Contents


Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
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

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-6

Table of Contents


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1        Organization, Basis of Presentation and Significant Accounting Policies

Organization

CHS Inc. ("CHS", "we", "us", "our") is one of the nation’s leading integrated agricultural companies. As a cooperative, CHS is owned by farmers and ranchers and their member cooperatives ("members") across the United States. We also have preferred stockholders that own shares of our various series of preferred stock which are each listed on the Global Select Market of the NASDAQ Stock Market LLC ("NASDAQ"). See Note 9, Equities for more detailed information.

We buy commodities from and provide products and services to patrons (including member and other non-member customers), both domestic and international. Those products and services include initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products; as well as agricultural outputs that include grains and oilseeds, grain and oilseed processing and food products, and ethanol production and marketing. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those entities is included as a component in our net income under the equity method of accounting.

In August 2015, we entered into an agreement with CF Industries Holdings, Inc. ("CF Industries") to invest $2.8 billion in cash in exchange for an 11.4% membership interest in CF Industries Nitrogen LLC ("CF Nitrogen") and a separate supply agreement to purchase nitrogen fertilizer products from that entity over an 80 -year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016.

Basis of Presentation

The consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies. The effects of all significant intercompany transactions have been eliminated.
As of August 31, 2015, we owned approximately 88.9% of National Cooperative Refinery Association ("NCRA") which operated the McPherson, Kansas refinery and was fully consolidated within our financial statements. In September 2015, we purchased the remaining noncontrolling interests in the entity and we became 100% owners upon the final closing pursuant to the November 2011 agreement described in Note 17, Acquisitions . The entity is now known as CHS McPherson Refinery Inc. ("CHS McPherson").

In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." ASU 2015-07 removes the requirement to categorize all investments within the fair value hierarchy for which the fair value is measured using the net asset value per share practical expedient and to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We adopted this update for the year ended August 31, 2015. The changes resulting from the adoption of ASU 2015-07, including revising the prior year presentation, are reflected in the retirement benefits and financial instruments disclosures within Note 10, Benefit Plans and Note 13, Fair Value Measurements. The adoption of ASU 2015-07 related strictly to footnote disclosures and did not affect our results of operations, statement of financial position or statement of cash flows.

Revisions

In preparing our consolidated financial statements for the year ended August 31, 2015, we identified immaterial errors that impacted our previously issued consolidated financial statements. The primary errors related to: 1) incorrect application of FASB Accounting Standards Codification ("ASC") Topic 840, Leases to our lease arrangements and 2) inaccurate presentation of non-cash acquisitions of property, plant and equipment and expenditures for major repairs on our consolidated statements of cash flows. Prior period amounts presented in our consolidated financial statements and the related notes have been revised accordingly, and those revisions are noted where they appear. See Note 18, Correction of Immaterial Errors for a more detailed description of the revisions and for comparisons of amounts previously reported to the revised amounts. During the fourth quarter of fiscal 2015, we identified and recorded out of period adjustments that benefited fiscal 2015 net income by $16 million related to income taxes. Those out of period adjustments were not material to the current or any previously filed financial statements.


F-7

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents includes short-term, highly liquid investments with original maturities of three months or less at the date of acquisition. The fair value of cash and cash equivalents approximates the carrying value because of the short maturity of the instruments.

Inventories

Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories are stated at net realizable values which approximate market values. All other inventories are stated at the lower of cost or market. Costs for inventories produced or modified by us through a manufacturing process include fixed and variable production and raw material costs, and in-bound freight costs for raw materials. Costs for inventories purchased for resale include the cost of products and freight incurred to place the products at our points of sale. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the last-in, first-out ("LIFO") method; all other inventories of non-grain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods.

Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a lesser degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but we do not apply hedge accounting under ASC Topic 815, Derivatives and Hedging , except with respect to certain interest rate swap contracts which are accounted for as cash flow hedges or fair value hedges. Derivative instruments are recorded on our Consolidated Balance Sheets at fair value. See Note 12, Derivative Financial Instruments and Hedging Activities and Note 13, Fair Value Measurements for additional information.

Even though we have netting arrangements for our exchange-traded futures and options contracts and certain over-the-counter ("OTC") contracts, we report our derivatives on a gross basis on our Consolidated Balance Sheets. Our associated margin deposits are also reported on a gross basis.

Margin Deposits

Many of our derivative contracts with futures and options brokers require us to make both initial margin deposits of cash or other assets and subsequent deposits, depending on changes in commodity prices, in order to comply with applicable regulations. Our margin deposit assets are held by external brokers in segregated accounts to support the associated derivative contracts and may be used to fund or partially fund the settlement of those contracts as they expire.

Supplier Advance Payments

Supplier advance payments primarily include amounts paid for in-transit grain purchases from suppliers and amounts paid to crop nutrient suppliers to lock in future supply and pricing.

Investments

Joint ventures and other investments, in which we have significant ownership and influence, but not control, are accounted for in our consolidated financial statements using the equity method of accounting. Investments in other cooperatives are stated at cost, plus patronage dividends received in the form of capital stock and other equities. Patronage dividends are recorded as a reduction to cost of goods sold at the time qualified written notices of allocation are received. Investments in other debt and equity securities are considered available for sale financial instruments and are stated at fair value, with unrealized amounts included as a component of accumulated other comprehensive loss. Investments in debt and equity instruments are carried at amounts that approximate fair values. Investments in joint ventures and cooperatives have no quoted market prices.


F-8

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on the straight-line method by charges to operations at rates based upon the expected useful lives of individual or groups of assets ( 15 to 20  years for land and land improvements; 20 to 40 years for buildings; 5 to 20  years for machinery and equipment; and 3 to 10 years for office and other). The cost and related accumulated depreciation and amortization of assets sold or otherwise disposed of are removed from the related accounts and resulting gains or losses are reflected in operations. Expenditures for maintenance and minor repairs and renewals are expensed, while costs of major repairs and betterments are capitalized and amortized on a straight-line basis over the period of time estimated to lapse until the next major repair occurs. We also capitalize and amortize eligible costs to acquire or develop internal-use software that are incurred during the application development stage.

Property, plant and equipment and other long-lived assets are reviewed in order to assess recoverability based on projected income and related cash flows on an undiscounted basis when triggering events occur. Should the sum of the expected future net cash flows be less than the carrying value, an impairment loss would be recognized. An impairment loss would be measured by the amount by which the carrying value of the asset or asset group exceeds its fair value.

We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired. In most cases, these assets can be used for extended and indeterminate periods of time, as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances. As a result, we believe our refineries and related assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we will estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.

We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to lessor discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

Major Maintenance Activities

In our Energy segment, major maintenance activities ("turnarounds") at our two refineries are accounted for under the deferral method. Turnarounds are the scheduled and required shutdowns of refinery processing units. The costs related to the significant overhaul and refurbishment activities include materials and direct labor costs. The costs of turnarounds are deferred when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs, which is generally 2 to 4 years . Capitalized amounts are included in other long-term assets on our Consolidated Balance Sheets and amortization expense related to turnaround costs is included in cost of goods sold in our Consolidated Statements of Operations. The selection of the deferral method, as opposed to expensing the turnaround costs when incurred, results in deferring recognition of the turnaround expenditures. The deferral method also results in the classification of the related cash outflows as investing activities in our Consolidated Statements of Cash Flows, whereas expensing these costs as incurred, would result in classifying the cash outflows as operating activities.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are included in other long-term assets on our Consolidated Balance Sheets and are reviewed for impairment annually or more frequently if impairment conditions arise; and, if impaired, are written down to fair value. For goodwill, annual impairment testing occurs in our third quarter. Other intangible assets consist primarily of customer lists, trademarks and agreements not to compete. Intangible assets subject to amortization are expensed over their respective useful lives (ranging from 2 to 30  years). We have no material intangible assets with indefinite useful lives. See Note 6, Other Assets for more information on goodwill and other intangibles.

We made acquisitions during the three years ended August 31, 2015 , which were accounted for using the acquisition method of accounting. Operating results of the acquisitions were included in our consolidated financial statements beginning on the respective acquisition dates. The respective purchase prices were preliminarily allocated to the assets, liabilities and identifiable intangible assets acquired based upon the acquisition-date fair values. Any excess purchase price over the fair values of the acquired net assets acquired is recognized as goodwill. See Note 17, Acquisitions for more information on acquisition activity.

F-9

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Revenue Recognition

We provide a wide variety of products and services, from agricultural inputs such as fuels, farm supplies and crop nutrients, to agricultural outputs that include grain and oilseed, processed grains and oilseeds and food products, and ethanol production and marketing. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Grain and oilseed sales are recorded after the commodity has been delivered to its destination and final weights, grades and settlement prices have been agreed upon. All other sales are recognized upon transfer of title, which could occur either upon shipment to or receipt by the customer, depending upon the terms of the transaction. Amounts billed to a customer as part of a sales transaction related to shipping and handling are included in revenues.

Environmental Expenditures

Liabilities, including legal costs, related to remediation of contaminated properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of environmental costs are based on current available facts, existing technology, undiscounted site-specific costs and currently enacted laws and regulations. Recoveries, if any, are recorded in the period in which recovery is received. Liabilities are monitored and adjusted as new facts or changes in law or technology occur. Environmental expenditures are capitalized when such costs provide future economic benefits.

Income Taxes

CHS is a nonexempt agricultural cooperative and files a consolidated federal income tax return with our 80% or more owned subsidiaries. We are subject to tax on income from nonpatronage sources, non-qualified patronage distributions and undistributed patronage-sourced income. Income tax expense is primarily the current tax payable for the period and the change during the period in certain deferred tax assets and liabilities. Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for federal and state income tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

In February 2015, the FASB issued ASU No. 2015-02, "Amendments to the Consolidation Analysis." ASU No. 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU No. 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact the adoption will have on our consolidated financial statements in fiscal 2017.

In November 2014, the FASB issued ASU No. 2014-16, "Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity." The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-16 is not expected to have a material effect on our consolidated financial statements in fiscal 2017.
    
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers." ASU No. 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The guidance also requires an entity to disclose sufficient qualitative and quantitative information surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts from customers. This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU 2015-14 delaying the effective date for adoption. This update is now effective for annual and interim periods beginning after December 15, 2017, which will require us to adopt these provisions in the first quarter of fiscal 2019. Early application as of the original date is permitted. This update permits the use of either the full or modified retrospective method. We are evaluating the effect this guidance will have on our consolidated financial

F-10

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.


Note 2        Receivables

Receivables as of August 31, 2015 and 2014 are as follows:
 
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


Trade accounts receivable are initially recorded at a selling price, which approximates fair value, upon the sale of goods or services to customers. Subsequently, trade accounts receivable are carried at net realizable value, which includes an allowance for estimated uncollectible amounts. We calculate this allowance based on our history of write-offs, level of past due accounts, and our relationships with, and the economics status of, our customers. The carrying value of CHS Capital, LLC (CHS Capital) short-term notes receivable approximates fair value, given their short duration and the use of market pricing adjusted for risk.

CHS Capital, our wholly-owned subsidiary, has short-term notes receivable from commercial and producer borrowers. The short-term notes receivable generally have maturity terms of 12 - 14  months and are reported at their outstanding principal balances, as CHS Capital holds these notes to maturity. The short-term notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperative’s capital stock. These loans are primarily originated in the states of Minnesota, Wisconsin and North Dakota. CHS Capital also has loans receivable from producer borrowers which are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages. In addition to the short-term balances included in the table above, CHS Capital had long-term notes receivable, with durations of not more than 10 years , totaling $ 190.4 million and $ 159.7 million at August 31, 2015 and 2014 , respectively. The long-term notes receivable are included in other long-term assets on our Consolidated Balance Sheets. As of August 31, 2015 and 2014 , the commercial notes represented 34% and 46% , respectively, and the producer notes represented 66% and 54% , respectively, of the total CHS Capital notes receivable.

CHS Capital evaluates the collectability of both commercial and producer notes on a specific identification basis, based on the amount and quality of the collateral obtained, and records specific loan loss reserves when appropriate. A general reserve is also maintained based on historical loss experience and various qualitative factors. In total, the specific and general loan loss reserves related to CHS Capital are not material to our consolidated financial statements, nor are the associated historical write-offs. The accrual of interest income is discontinued at the time the loan is 90  days past due unless the credit is well-collateralized and in process of collection. The amount of CHS Capital notes that were past due was not significant at any reporting date presented.

CHS Capital has commitments to extend credit to customers as long as there are no violations of any contractually established conditions. As of August 31, 2015 , CHS Capital's customers have additional available credit of $ 1.0 billion .
    


F-11

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 3        Inventories

Inventories as of August 31, 2015 and 2014 are as follows:
 
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


As of August 31, 2015 , we valued approximately 18% of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or market ( 16% as of August 31, 2014 ). If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $ 68.1 million and $ 538.7 million at August 31, 2015 and 2014 , respectively.


Note 4        Investments

Joint ventures and other investments, in which we have significant ownership and influence, but not control, are accounted for in our consolidated financial statements using the equity method of accounting. Our significant equity method investments are summarized below.
    
During the first three quarters of fiscal 2014, we had a 24% interest in Horizon Milling, LLC and Horizon Milling, ULC ("Horizon Milling"), which were flour milling joint ventures with Cargill, Incorporated ("Cargill") and were accounted for as equity method investments included in Corporate and Other. In our third quarter of fiscal 2014, we formed Ardent Mills LLC ("Ardent Mills"), a joint venture with Cargill and ConAgra Foods, Inc., which combines the North American flour milling operations of the three parent companies, including the Horizon Milling assets and CHS-owned mills, with CHS holding a 12% interest in Ardent Mills. Prior to closing, we contributed $32.8 million to Horizon Milling to pay off existing debt as a pre-condition to close. Upon closing, Ardent Mills was financed with funds from third-party borrowings, which did not require credit support from the owners. We received $121.2 million of cash proceeds distributed to us in proportion to our ownership interest, adjusted for deviations in specified working capital target amounts, and recognized a gain of $109.2 million associated with this transaction. In connection with the closing, the parties also entered into various ancillary and non-compete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. As we hold one of the five board seats, we account for Ardent Mills as an equity method investment included in Corporate and Other. As of August 31, 2015 , the carrying value of our investment in Ardent Mills was $196.8 million .

We have a 50% interest in Ventura Foods, LLC ("Ventura Foods"), a joint venture which produces and distributes primarily vegetable oil-based products, and is included in Corporate and Other. We account for Ventura Foods as an equity method investment, and as of August 31, 2015 , our carrying value of Ventura Foods exceeded our share of its equity by $12.9 million , which represents equity method goodwill. As of August 31, 2015 , the carrying value of our investment in Ventura Foods was $347.7 million .

TEMCO, LLC ("TEMCO") is owned and governed by Cargill ( 50% ) and CHS ( 50% ). During the year ended August 31, 2012, we entered into an amended and restated agreement to expand the scope of the original agreement with Cargill. Pursuant to the terms of the agreement, CHS and Cargill each agreed to commit to sell all of their feedgrains, wheat, oilseeds and by-product origination that are tributary to the Pacific Northwest, United States ("Pacific Northwest") to TEMCO and to use TEMCO as their exclusive export-marketing vehicle for such grains exported through the Pacific Northwest for a term of 25 years . Cargill's Tacoma, Washington facility will continue to be subleased to TEMCO. We account for TEMCO as an equity method investment included in our Ag segment. As of August 31, 2015 , the carrying value of our investment in TEMCO was $57.7 million .


F-12

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables provide aggregate summarized audited financial information for Ardent Mills (previously Horizon Milling), Ventura Foods and TEMCO including balance sheets as of August 31, 2015 and 2014 , and statements of operations for the twelve months ended August 31, 2015 , 2014 and 2013 :
 
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


Our investments in equity method investees other than the three entities described above are not significant in relation to our consolidated financial statements, either individually or in the aggregate.


Note 5        Property, Plant and Equipment

As of August 31, 2015 and 2014 , major classes of property, plant and equipment, which include capital lease assets, consisted of the amounts in the table below. We have revised prior period amounts in this table to include capital lease assets that were previously accounted for as operating leases. See Note 18, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
 
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


We have various assets under capital leases totaling $222.2 million and $238.8 million as of August 31, 2015 and August 31, 2014, respectively. Accumulated amortization on assets under capital leases was $101.3 million and $89.6 million as of August 31, 2015 and August 31, 2014, respectively.


F-13

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following is a schedule by fiscal years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of August 31, 2015:
 
(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


We announced in September 2014 that our Board of Directors had approved plans to begin construction of a fertilizer manufacturing plant in Spiritwood, North Dakota that was anticipated to cost more than $3.0 billion . In August 2015, we made the decision to not move forward with the construction of the Spiritwood facility and evaluated the assets and other capitalized costs related to the project for recoverability under ASC Topic 360-10. Consequently, we concluded that these assets were impaired and we recorded an overall charge of $116.5 million in marketing, general and administrative costs in our Ag segment. This charge was primarily comprised of the impairment of construction-in-progress, land and equipment totaling $94.3 million . The remainder of the charge included the impairment of other assets and various contract termination costs associated with the cessation of the project.
    
Depreciation expense, including amortization of capital lease assets, for the years ended August 31, 2015 , 2014 and 2013 , was $ 344.4 million , $ 292.4 million and $ 259.3 million , respectively.


Note 6        Other Assets
    
Other assets as of August 31, 2015 and 2014 are as follows:
 
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


Changes in the net carrying amount of goodwill for the year ended August 31, 2015 , by segment, are as follows:
 
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


F-14

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


(1) Includes measurement period adjustments related to current and prior year acquisitions. Goodwill acquired during the period was $0.4 million .

Intangible assets subject to amortization primarily include customer lists, trademarks and agreements not to compete, and are amortized over their respective useful lives (ranging from 2 to 30  years). Information regarding intangible assets included in other assets on our Consolidated Balance Sheets is as follows:
 
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

    
During the years ended August 31, 2015 and 2014 , we had acquisitions which resulted in $0.4 million and $72.9 million of goodwill, respectively, for which we paid cash consideration of $305.2 million and $281.5 million , respectively. These acquisitions were all within our Ag segment and were not material, individually or in aggregate, to our consolidated financial statements. There were no business disposals resulting in decreases to goodwill during fiscal 2015 and 2014 .

During the years ended August 31, 2015 and 2014 , intangible assets acquired totaled $0.8 million and $38.8 million , respectively, and were primarily within our Ag segment.

Intangible assets amortization expense for the years ended August 31, 2015 , 2014 and 2013 , was $7.3 million , $9.7 million and $10.0 million , respectively. The estimated annual amortization expense related to intangible assets subject to amortization for the next five years is as follows:
 
(Dollars in thousands)
Year 1
$
7,086

Year 2
5,558

Year 3
4,290

Year 4
3,808

Year 5
3,460

Thereafter
26,350

Total 
$
50,552


The costs of turnarounds in our Energy segment are deferred when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs, which is generally 2 to 4 years . Capitalized amounts are included in other assets on our Consolidated Balance Sheets and amortization expense related to turnaround costs is included in cost of goods sold in our Consolidated Statements of Operations. Activity related to capitalized major maintenance costs is summarized below:
 
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



Note 7        Notes Payable and Long-Term Debt

Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with our debt covenants as of August 31, 2015 .


F-15

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Notes Payable

Notes payable as of August 31, 2015 and 2014 , consisted of the following:

 
 
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.
As of August 31, 2015, our wholly-owned subsidiaries, CHS Europe S.a.r.l and CHS Agronegocio, had uncommitted lines of credit with $303.4 million outstanding. In addition, our other international subsidiaries had lines of credit with a total of $310.2 million outstanding as of August 31, 2015 , of which $216.7 million was collateralized.
We have two commercial paper programs with an aggregate capacity of $125.0 million , with two banks participating in our revolving credit facilities. Terms of our credit facilities allow a maximum usage of $100.0 million to pay principal under any commercial paper facility. On August 31, 2015 we had no commercial paper outstanding.
Miscellaneous short-term notes payable totaled $0.1 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 .
CHS Capital has available credit under master participation agreements with numerous counterparties. Borrowings under these agreements are accounted for as secured borrowings and bear interest at variable rates ranging from 1.64% to 3.70% as of August 31, 2015 . As of August 31, 2015 , the total funding commitment under these agreements was $145.7 million , of which $35.9 million was borrowed.
CHS Capital sells loan commitments it has originated to ProPartners Financial ("ProPartners") on a recourse basis. The total capacity for commitments under the ProPartners program is $300.0 million . The total outstanding commitments under the program totaled $56.8 million as of August 31, 2015 , of which $39.9 million was borrowed under these commitments with an interest rate of 1.62% .
CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates ranging from 0.10% to 0.90% as of August 31, 2015 , and are due upon demand. Borrowings under these notes totaled $275.8 million as of August 31, 2015 .


F-16

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-Term Debt

Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 2015 and 2014 are presented in the table below. We have revised prior period amounts in this table to include capital lease obligations that were previously accounted for as operating leases. See Note 18, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
 
 
 
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 .
As of August 31, 2015 , the carrying value of our long-term debt approximated its fair value, which is estimated to be $1.3 billion based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement ). We have outstanding interest rate swaps designated as fair value hedges of select portions of our fixed-rate debt. During fiscal 2015, we recorded corresponding fair value adjustments of $8.0 million , which are included in the amounts in the table above. See Note 12, Derivative Financial Instruments and Hedging Activities for additional information.

In September 2015, we entered into a ten -year term loan with a syndication of banks. The agreement provides for committed term loans in an amount up to $600.0 million , which may be drawn down from time to time, but in no event on more than 10 occasions, from September 4, 2015 until September 4, 2016. Amounts drawn under this agreement that are subsequently repaid or prepaid may not be reborrowed. Principal on the term loans is payable in full on September 4, 2025. Borrowings under the agreement will bear interest at a base rate (or a LIBO rate) plus an applicable margin, or at a fixed rate of interest determined and quoted by the administrative agent under the agreement in its sole and absolute discretion from time to time. The applicable margin will be based on our leverage ratio and ranges between 1.50% and 2.00% for LIBO rate loans and between 0.50% and 1.00% for base rate loans. There are currently no amounts drawn under this agreement.

F-17

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Long-term debt outstanding as of August 31, 2015 has aggregate maturities, excluding fair value adjustments and capital leases (see Note 5, Property, Plant and Equipment for a schedule of minimum future lease payments under capital leases), as follows:
 
(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

    
The following table presents the components of interest expense, net for the years ended August 31, 2015 , 2014 and 2013 . We have revised prior period amounts in this table to include interest expense related to capital lease obligations that were previously accounted for as operating leases. See Note 18, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
 
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



Note 8        Income Taxes

The provision for income taxes for the years ended August 31, 2015 , 2014 and 2013 is as follows:

 
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


Deferred taxes are comprised of basis differences related to investments, accrued liabilities and certain federal and state tax credits. Effective September 1, 2013, CHS McPherson (formerly known as NCRA) files as part of our consolidated income tax returns and, as such, these items are assessed in conjunction with our deferred tax assets when determining recoverability.


F-18

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Domestic income before income taxes was $0.8 billion , $1.2 billion , and $1.1 billion for the years ended August 31, 2015 , 2014 and 2013 respectively. Foreign activity made up the difference between the total income before income taxes and the domestic amounts.

Deferred tax assets and liabilities as of August 31, 2015 and 2014 were as follows:
 
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


We have total gross loss carry forwards of $431.4 million , of which $293.9 million will expire over periods ranging from fiscal 2016 to fiscal 2035. The remainder will carry forward indefinitely. Based on estimates of future taxable profits and losses in certain foreign tax jurisdictions, we determined that a valuation allowance was required for specific foreign loss carry forwards as of August 31, 2015 . If these estimates prove inaccurate, a change in the valuation allowance, up or down, could be required in the future. During fiscal 2015 , valuation allowances related to foreign operations increased by $8.8 million due to net operating loss carryforwards and other timing differences. CHS McPherson's (formerly known as NCRA) gross state tax credit carry forwards for income tax are approximately $62.2 million and $63.4 million as of August 31, 2015 , and 2014 , respectively. During the year ended August 31, 2015 , the valuation allowance for CHS McPherson decreased by $20.1 million , net of tax, due to a change in the amount of state tax credits that are estimated to be utilized. CHS McPherson's valuation allowance on Kansas state credits is necessary due to the limited amount of Kansas taxable income generated by the combined group on an annual basis.

Our foreign tax credit of $8.0 million will expire on August 31, 2019 and our alternative minimum tax credit of $5.6 million will not expire. Our general business credits of $55.7 million , comprised primarily of low sulfur diesel credits, will begin to expire on August 31, 2026 . Our state tax credits of $62.2 million will begin to expire on August 31, 2018.

As of August 31, 2015 , deferred tax assets of $85.0 million and $1.6 million were included in other current assets and other assets, respectively. As of August 31, 2014 , net deferred tax assets of $86.5 million and $2.6 million were included in other current assets and other assets, respectively.

F-19

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

    
The reconciliation of the statutory federal income tax rates to the effective tax rates for the years ended August 31, 2015 , 2014 and 2013 is as follows:
 
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
 %

During fiscal 2015, our Board of Directors adopted a resolution to treat non-qualified equity certificates issued to individual producers and their estates in fiscal 2014 and fiscal 2013 in the same manner as qualified equity certificates under the “Eligible Producer Member Equity” provision of the Policy for the Redemption of CHS Inc. Equities. Previously there was no intent to redeem non-qualified equity certificates held by individual producer members and their estates, thus the tax benefit associated with redemption would have been recognized in future periods as those redemptions occur. As a result of the new resolution, we recorded a $30.8 million deferred tax benefit during fiscal 2015 related to the future redemption of non-qualified equity held by individual members and their estates.

During fiscal 2015, we recorded a $19.3 million deferred tax benefit from the recognition of a portion of our Kansas income tax credits. The credits were generated by CHS McPherson (formerly NCRA) in years prior to fiscal 2015 but were not able to be recognized until CHS and CHS McPherson began filing on a combined basis in Kansas.

We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Our uncertain tax positions are affected by the tax years that are under audit or remain subject to examination by the relevant taxing authorities. In addition to the current year, fiscal 2006 through 2014 remain subject to examination, at least for certain issues.

We account for our income tax provisions in accordance with ASC Topic 740, Income Taxes , which prescribes a minimum threshold that a tax provision is required to meet before being recognized in our consolidated financial statements. This interpretation requires us to recognize in our consolidated financial statements tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the position. Reconciliation of the gross beginning and ending amounts of unrecognized tax benefits for the periods presented follows:
 
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


During fiscal 2014, we increased our unrecognized tax benefits for excise tax credits related to the blending and sale of renewable fuels deducted for income taxes.

If we were to prevail on all tax positions taken relating to uncertain tax positions, all of the unrecognized tax benefits would benefit the effective tax rate. It is reasonably possible that within the next 12 months we and the Internal Revenue Service will resolve a tax matter presently under consideration at appeals for fiscal 2006 and fiscal 2007 for which we have unrecognized tax benefits. Settlement could increase earnings in an amount ranging from $0 to $36.5 million based on current estimates. Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

F-20

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes. No amounts were recognized in our Consolidated Statements of Operations for interest related to unrecognized tax benefits for the years ended August 31, 2015 and 2014 . For the year ended August 31, 2013 , we recognized $0.2 million for interest related to unrecognized tax benefits. We recorded no interest payable related to unrecognized tax benefits on our Consolidated Balance Sheets as of August 31, 2015 and 2014 .


Note 9        Equities

In accordance with our bylaws and by action of the Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year, and are based on amounts using financial statement earnings. The cash portion of the qualified patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of qualified and non-qualified capital equity certificates. Total qualified patronage refunds for fiscal 2015 are estimated to be $625.4 million , with the cash portion estimated to be $250.2 million . No portion will be issued in the form of non-qualified capital equity certificates. The actual patronage refunds and cash portion for fiscal 2014 , 2013 , and 2012 were $ 821.5 million ( $271.2 million in cash), $ 841.1 million  ( $286.8 million  in cash), and $976.0 million ( $380.9 million in cash), respectively.

Annual net savings from patronage or other sources may be added to the unallocated capital reserve or, upon action by the Board of Directors, may be allocated to members in the form of nonpatronage equity certificates. The Board of Directors authorized, in accordance with our bylaws, that 10% of the earnings from patronage business for fiscal 2015 , 2014 , and 2013 be added to our capital reserves.

Redemptions are at the discretion of the Board of Directors. Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual program for equities held by them and another for individual members who are eligible for equity redemptions at age  70 or upon death. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2015 that will be distributed in fiscal 2016 , to be approximately $107.3 million . These expected distributions are classified as a current liability on our August 31, 2015 Consolidated Balance Sheet. For the years ended August 31, 2015 , 2014 and 2013 , we redeemed in cash, equities in accordance with authorization from the Board of Directors, in the amounts of $ 128.9 million , $ 99.6 million and $ 193.4 million , respectively. Additionally, in fiscal 2014, we redeemed $200.0 million of patrons' equities by issuing 6,752,188 shares of our Class B Cumulative Redeemable Preferred Stock, Series 1 ("Class B Series 1 Preferred Stock") at a market price of $29.62 per share in exchange for members' equity certificates.
 
Preferred Stock    
    
The following is a summary of our outstanding preferred stock as of August 31, 2015 , all of which are listed on the Global Select Market of NASDAQ:
 
 
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


F-21

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(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.

In June 2014, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ("SEC"). Under the shelf registration statement, which has been declared effective by the SEC, we may offer and sell, from time to time, up to $2.0 billion of our Class B Cumulative Redeemable Preferred Stock over a three-year period. As of August 31, 2015, $990.0 million of our Class B Cumulative Redeemable Preferred Stock remained available for issuance under the shelf registration statement.
    
We made dividend payments on our preferred stock of $133.7 million , $50.8 million , and $24.5 million , during the years ended August 31, 2015 , 2014 and 2013 , respectively. As of August 31, 2015 we have no authorized but unissued shares of preferred stock.


F-22

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended August 31, 2015 , 2014 and 2013 are as follows:
 
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
)
    
Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges and foreign currency translation adjustments, and were recorded to net income. Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as marketing, general and administrative expenses (see Note 10, Benefit Plans for further information). In February 2014, interest rate swaps, which were previously accounted for as cash flow hedges, were terminated as the issuance of the underlying debt was no longer probable. As a result, a $13.5 million gain was reclassified from accumulated other comprehensive loss into net income. This pre-tax gain is included as a component of interest expense, net in our Consolidated Statement of Operations for the year ended August 31, 2014.


F-23

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 10        Benefit Plans

We have various pension and other defined benefit and defined contribution plans, in which substantially all employees may participate. We also have non-qualified supplemental executive and Board retirement plans.

Financial information on changes in benefit obligation, plan assets funded and balance sheets status as of August 31, 2015 and 2014 is as follows:
 
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
)

The accumulated benefit obligation of the qualified pension plans was $ 693.9 million and $ 682.1 million at August 31, 2015 and 2014 , respectively. The accumulated benefit obligation of the non-qualified pension plans was $ 23.6 million and $ 22.7 million at August 31, 2015 and 2014 , respectively.

The assumption changes for the years ended August 31, 2015 and 2014 were related to increases in and reductions to the discount rates for both CHS and CHS McPherson (formerly known as NCRA) qualified pension plans, respectively. The

F-24

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

changes in the discount rates were due to changes in the yield curves for investment grade corporate bonds that CHS and CHS McPherson have historically used.

Components of net periodic benefit costs for the years ended August 31, 2015 , 2014 and 2013 are as follows:
 
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


The estimated amortization in fiscal 2016 from accumulated other comprehensive loss into net periodic benefit cost is as follows:
 
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
)

For measurement purposes, a 6.8% annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2015 . The rate was assumed to decrease gradually to 5.0% by 2027 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in the assumed health care cost trend rates would have the following effects:
 
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
)

We provide defined life insurance and health care benefits for certain retired employees and Board of Directors participants. The plan is contributory based on years of service and family status, with retiree contributions adjusted annually.

We have other contributory defined contribution plans covering substantially all employees. Total contributions by us to these plans were $ 27.4 million , $ 24.6 million and $ 22.9 million , for the years ended August 31, 2015 , 2014 and 2013 , respectively.

We voluntarily contributed $ 39.2 million to qualified pension plans in fiscal 2015 . Based on the funded status of the qualified pension plans as of August 31, 2015 , we do not believe we will be required to contribute to these plans in fiscal 2016 ,

F-25

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

although we may voluntarily elect to do so. We expect to pay $ 4.5 million to participants of the non-qualified pension and postretirement benefit plans during fiscal 2016 .

Our retiree benefit payments which reflect expected future service are anticipated to be paid as follows:
 
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


We have trusts that hold the assets for the defined benefit plans. CHS and CHS McPherson have qualified plan committees that set investment guidelines with the assistance of external consultants. Investment objectives for the plans' assets are as follows:
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

Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. The CHS pension plans' investment policy strategy is such that liabilities match assets. This is being accomplished through the asset portfolio mix by reducing volatility and de-risking the plan. The plans’ target allocation percentages are 50% for fixed income securities, and 50% for equity securities. An annual analysis of the risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption. We generally use long-term historical return information for the targeted asset mix identified in asset and liability studies. Adjustments are made to the expected long-term rate of return assumption, when deemed necessary, based upon revised expectations of future investment performance of the overall investment markets.

The discount rate reflects the rate at which the associated benefits could be effectively settled as of the measurement date. In estimating this rate, we look at rates of return on fixed-income investments of similar duration to the liabilities in the plans that receive high, investment-grade ratings by recognized ratings agencies.

The investment portfolio contains a diversified portfolio of investment categories, including domestic and international equities, fixed-income securities and real estate. Securities are also diversified in terms of domestic and international securities, short and long-term securities, growth and value equities, large and small cap stocks, as well as active and passive management styles.

The committees believe that with prudent risk tolerance and asset diversification, the plans should be able to meet pension obligations in the future.


F-26

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

    
Our pension plans’ recurring fair value measurements by asset category at August 31, 2015 and 2014 are presented in the tables below:
 
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.

Definitions for valuation levels are found in Note 13, Fair Value Measurements . We use the following valuation methodologies for assets measured at fair value.

Mutual funds:   Valued at quoted market prices, which are based on the net asset value of shares held by the plan at year end. Mutual funds traded in active markets are classified within Level 1 of the fair value hierarchy. Certain of the mutual fund investments held by the plan have observable inputs other than Level 1 and are classified within Level 2 of the fair value hierarchy. Mutual funds measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement .

Common/Collective Trusts:   Common/Collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the Trust, etc.). Common/Collective trust investments can be redeemed daily and without restriction. Redemption of the entire investment balance generally requires a 45-60-day notice period. The equity funds provide exposure to large, mid and small cap U.S.

F-27

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

equities, international large and small cap equities and emerging market equities. The fixed income funds provide exposure to U.S., international and emerging market debt securities. Common/Collective trusts measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement .

Partnership and joint venture interests: Valued at the net asset value of shares held by the plan at year end as a practical expedient for fair value. The net asset value is based on the fair value of the underlying assets owned by the trust, minus its liabilities then divided by the number of units outstanding. Redemptions of these interests generally require a 45 to 60 day notice period. Partnerships and joint venture interests measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement.

Other assets : Other assets primarily includes real estate funds and hedge funds held in the asset portfolio of our U.S. defined benefit pension plans. Other funds measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value in accordance with ASC Topic 820-10, Fair Value Measurement.

We are one of approximately 400 employers that contribute to the Co-op Retirement Plan ("Co-op Plan"), which is a defined benefit plan constituting a “multiple employer plan” under the Internal Revenue Code of 1986, as amended, and a “multiemployer plan” under the accounting standards. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:
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.

Our participation in the Co-op Plan for the years ended August 31, 2015 , 2014 , and 2013 is outlined in the table below:
 
 
 
 
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

Our contributions for the years stated above did not represent more than 5% of total contributions to the Co-op Plan as indicated in the Co-op Plan's most recently available annual report (Form 5500).

The Pension Protection Act of 2006 (PPA) does not apply to the Co-op Plan because it is covered and defined as a single-employer plan. There is a special exemption for cooperative plans defining them under the single-employer plan as long as the plan is maintained by more than one employer and at least 85% of the employers are rural cooperatives or cooperative organizations owned by agricultural producers. In the Co-op Plan, a “zone status” determination is not required, and therefore not determined. In addition, the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employer. The most recent financial statements available in 2015 and 2014 are for the Co-op Plan's year-end at March 31, 2014 and 2013, respectively. In total, the Co-op Plan was at least 80% funded on those dates based on the total plan assets and accumulated benefit obligations.

Because the provisions of the PPA do not apply to the Co-op Plan, funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience.

In addition to the contributions to the Co-op Plan listed above, total contributions to individually insignificant multi-employer pension plans were immaterial in fiscal 2015 , 2014 and 2013 .


F-28

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 11        Segment Reporting

CHS is an integrated agricultural enterprise, providing grain, foods and energy resources to businesses and consumers on a global basis. We provide a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, to agricultural outputs that include grains and oilseeds, grain and oilseed processing and food products, and the production and marketing of ethanol. We define our operating segments in accordance with ASC Topic 280, Segment Reporting , to reflect the manner in which our chief operating decision maker, our Chief Executive Officer, evaluates performance and allocates resources in managing the business. We have aggregated those operating segments into two reportable segments: Energy and Ag.

Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag segment purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties; serves as a wholesaler and retailer of crop inputs; and produces and markets ethanol. Corporate and Other primarily represents our non-consolidated wheat milling and packaged food joint ventures, as well as our business solutions operations, which consists of commodities hedging, insurance and financial services related to crop production.

Corporate administrative expenses and interest are allocated to each business segment, and Corporate and Other, based on direct usage for services that can be tracked, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

Prior to fiscal 2015, our renewable fuels marketing business was included in our Energy segment and our renewable fuels production business was included in our Ag segment. At the beginning of fiscal 2015, we reorganized certain parts of our business to better align our ethanol supply chain. As a result, our renewable fuels marketing business is now managed together with our renewable fuels production business within our Ag segment. Prior period segment information below has been revised to reflect this change to ensure comparability.
    
Many of our business activities are highly seasonal and operating results will vary throughout the year. Historically, our income is generally lowest during the second fiscal quarter and highest during the third fiscal quarter. For example, in our Ag segment, our agronomy and country operations businesses experience higher volumes and income during the spring planting season and in the fall, which corresponds to harvest. Also in our Ag segment, our grain marketing operations are subject to fluctuations in volumes and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop drying seasons.

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grains, oilseeds, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including the weather, crop damage due to disease or insects, drought, the availability and adequacy of supply, government regulations and policies, world events, and general political and economic conditions.

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this principally includes our 50% ownership in TEMCO. In Corporate and Other, these investments principally include our 50% ownership in Ventura Foods and our 12% ownership in Ardent Mills.

Reconciling amounts represent the elimination of revenues between segments. Such transactions are executed at market prices to more accurately evaluate the profitability of the individual business segments.


F-29

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the years ended August 31, 2015 , 2014 and 2013 is presented in the tables below. We have revised prior period amounts in these tables to include activity and amounts related to capital leases that were previously accounted for as operating leases. See Note 18, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
 
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



F-30

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We have international sales, which are predominantly in our Ag segment. The following table presents our product sales, based on the geographic locations in which the sales originated, and our global service revenue for the years ended August 31, 2015 , 2014 and 2013 :
 
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



Note 12        Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a minor degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but we do not apply hedge accounting under ASC Topic 815, Derivatives and Hedging , except with respect to certain interest rate swap contracts which are accounted for as cash flow hedges or fair value hedges as described below. Derivative instruments are recorded on our Consolidated Balance Sheets at fair value as described in Note 13, Fair Value Measurements .

The following tables present the gross fair values of derivative assets, derivative liabilities, and margin deposits (cash collateral) recorded on our Consolidated Balance Sheets along with the related amounts permitted to be offset in accordance with U.S. GAAP. We have elected not to offset derivative assets and liabilities when we have the right of offset under ASC Topic 210-20, Balance Sheet - Offsetting; or when the instruments are subject to master netting arrangements under ASC Topic 815-10-45, Derivatives and Hedging - Overall .
 
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



F-31

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 
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


Derivatives Not Designated as Hedging Instruments

The majority of our derivative instruments have not been designated as hedging instruments. The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2015 , 2014 , and 2013 . We have revised the information that we have historically included in this table below to correct for errors in the previously disclosed amounts. Although such gains and losses have been and continue to be appropriately recorded in the Consolidated Statements of Operations, the previous disclosures did not accurately reflect the derivative gains and losses in each period. These revisions did not materially impact our consolidated financial statements.
 
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
)

Commodity and Freight Contracts:

When we enter into a commodity or freight purchase or sales contract, we incur risks related to price changes and performance (including delivery, quality, quantity, and counterparty credit). We are exposed to risk of loss in the market value of positions held, consisting of inventory and purchase contracts at fixed- or partially-fixed prices in the event market prices decrease. We are also exposed to risk of loss on fixed or partially fixed-price sales contracts in the event market prices increase.

Our commodity contracts primarily relate to grain, oilseed, energy (crude, refined products and propane) and fertilizer commodities. Our freight contracts primarily relate to rail, barge and ocean freight transactions. Our use of commodity and freight contracts reduces the effects of price volatility, thereby protecting us against adverse short-term price movements, while limiting the benefits of short-term price movements. To reduce the price change risks associated with holding fixed-price commitments, we generally take opposite and offsetting positions by entering into commodity futures contracts or options in order to arrive at a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are purchased and sold through regulated commodity futures exchanges for grain, and regulated mercantile exchanges for refined products and crude oil. We also use OTC instruments to hedge our exposure to price fluctuations on commodities and fixed-price arrangements. The price risk we encounter for crude oil and most of the grain and oilseed volumes we handle can be hedged. Price risk associated with fertilizer and certain grains cannot be hedged with futures because there are no futures for these commodities and, as a result, risk is managed through the use of forward sales contracts and other pricing arrangements and, to some extent, cross-commodity futures hedging. Certain fertilizer and propane contracts

F-32

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

are accounted for as normal purchase and normal sales transactions. We expect all normal purchase and normal sales transactions to result in physical settlement.

When a futures contract is entered into, an initial margin deposit must be sent to the applicable exchange or broker. The amount of the deposit is set by the exchange and varies by commodity. If the market price of a short futures contract increases, then an additional maintenance margin deposit would be required. Similarly, if the price of a long futures contract decreases, a maintenance margin deposit would be required and sent to the applicable exchange. Subsequent price changes could require additional maintenance margins or could result in the return of maintenance margins.

Our policy is to primarily maintain hedged positions in grain and oilseed. Our profitability from operations is primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. Our risk management policies and procedures include net position limits. These limits are defined for each commodity and include both trader and management limits. The policy and procedures in our grain marketing operations require a review by operations management when any trader is outside of position limits and also a review by senior management if operating areas are outside of position limits. A similar process is used in energy and wholesale crop nutrients operations. Position limits are reviewed, at least annually, with management and the Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in conditions. In addition, all purchase and sales contracts are subject to credit approvals and appropriate terms and conditions.

Hedging arrangements do not protect against nonperformance by counterparties to contracts. We primarily use exchange traded instruments which minimize exposure to counterparties' nonperformance. We evaluate exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of the counterparty’s financial condition and also the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different than current market prices. We manage risks by entering into fixed-price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.

As of August 31, 2015 and 2014, we had outstanding commodity and freight futures that were used as economic hedges, as well as fixed-price forward contracts related to physical purchases and sales of commodities. The table below presents the notional volumes for all outstanding commodity and freight contracts accounted for as derivative instruments. We have made revisions to the information that we have historically included in this table below to correct for errors in the previously disclosed amounts. We previously disclosed volume information for physically-settled forward purchase and sale contracts, including some contracts not accounted for as derivatives. As a result, we have corrected the derivative volume disclosure presented below to include information on the notional amounts for contracts accounted for as derivatives in accordance with ASC Topic 815, Derivatives and Hedging . These revisions did not materially impact our previously issued consolidated financial statements.
 
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


F-33

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Foreign Exchange Contracts:

We conduct a substantial portion of our business in U.S. dollars, but we are exposed to some risk relating to foreign currency fluctuations primarily due to grain marketing transactions in South America and Europe, and purchases of products from Canada. We use foreign currency derivative instruments to mitigate the impact of exchange rate fluctuations. Although our overall risk relating to foreign currency transactions is not significant, exchange rate fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. The notional amounts of our foreign exchange derivative contracts were $1.3 billion and $784.4 million as of August 31, 2015 and August 31, 2014 , respectively.

Interest Rate Contracts:

CHS Capital, our wholly-owned finance subsidiary, has interest rate swaps that lock the interest rates of the underlying loans with a combined notional amount of $2.5 million expiring at various times through fiscal 2018, with $0.4 million of the notional amount expiring during fiscal 2016 . None of CHS Capital’s interest rate swaps qualify for hedge accounting and as a result, changes in fair value are recorded in earnings within interest expense, net in our Consolidated Statements of Operations. Long-term debt used to finance non-current assets carries various fixed interest rates and is payable at various dates to minimize the effects of market interest rate changes. The weighted-average interest rate on fixed rate debt outstanding on August 31, 2015 was approximately 5.8% .
    
Derivatives Designated as Cash Flow or Fair Value Hedging Strategies

As of August 31, 2015 and 2014 , we have certain derivatives designated as cash flow and fair value hedges.

Interest Rate Contracts:

We have outstanding interest rate swaps with an aggregate notional amount of $420.0 million designated as fair value hedges of portions of our fixed-rate debt. Our objective in entering into these transactions is to offset changes in the fair value of the debt associated with the risk of variability in the 3-month U.S. dollar LIBOR interest rate, in essence converting the fixed-rate debt to variable-rate debt. Offsetting changes in the fair values of both the swap instruments and the hedged debt are recorded contemporaneously each period and only create an impact to earnings to the extent that the hedge is ineffective. During the years ended August 31, 2015 and 2014 , we recorded offsetting fair value adjustments of $8.0 million and $4.2 million , respectively, with no ineffectiveness recorded in earnings.

We have outstanding interest rate swaps with an aggregate notional amount of $300.0 million designated as cash flow hedges of the expected variability of future interest payments on our anticipated issuance of fixed-rate debt. The swaps expire in fiscal 2016 with no material amounts expected to be included in earnings during the next 12 months.

In fiscal 2013, we entered into derivative contracts designated as cash flow hedging instruments that were terminated in February 2014 as the issuance of the underlying debt was no longer probable. As a result, a $13.5 million gain was reclassified from accumulated other comprehensive loss into net income. This pre-tax gain is included as a component of interest expense, net in our Consolidated Statement of Operations for the year ended August 31, 2014.

The following table presents the pretax gains (losses) recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2015 , 2014 , and 2013 :
 
 
2015
 
2014
 
2013
 
 
(Dollars in thousands)
Interest rate derivatives
 
$
(4,078
)
 
$
(10,580
)
 
$
24,135


The following table presents the pretax gains (losses) relating to cash flow hedges that were reclassified from accumulated other comprehensive loss into income for the years ended August 31, 2015 , 2014 , and 2013 :
 
Location of
Gain (Loss)
 
2015
 
2014
 
2013
 
 
 
(Dollars in thousands)
Interest rate derivatives
Interest expense, net
 
$
(792
)
 
$
12,727

 
$
(907
)


F-34

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 13        Fair Value Measurements

ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We determine fair values of derivative instruments and certain other assets, based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. ASC Topic 820 describes three levels within its hierarchy that may be used to measure fair value, and our assessment of relevant instruments within those levels is as follows:

Level 1:   Values are based on unadjusted quoted prices in active markets for identical assets or liabilities. These assets and liabilities include exchange-traded derivative instruments, Rabbi Trust investments, deferred compensation investments and available-for-sale investments.

Level 2:   Values are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. These assets and liabilities include interest rate, foreign exchange, and commodity swaps; forward commodity and freight purchase and sales contracts with a fixed price component; and other OTC derivatives whose value is determined with inputs that are based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.

Level 3:   Values are generated from unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. These unobservable inputs would reflect our own estimates of assumptions that market participants would use in pricing related assets or liabilities. Valuation techniques might include the use of pricing models, discounted cash flow models or similar techniques.

The following tables present assets and liabilities, included on our Consolidated Balance Sheets, that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair values. Assets and liabilities are classified, in their entirety, based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.


F-35

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Recurring fair value measurements at August 31, 2015 and 2014 are as follows:
 
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


Commodity, freight and foreign currency derivatives — Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts with fixed-price components, ocean freight contracts and other OTC derivatives are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, adjusted for location specific inputs, and are classified within Level 2. The location specific inputs are generally broker or dealer quotations, or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Deferred compensation and other assets — Our deferred compensation investments, Rabbi Trust assets and available-for-sale investments in common stock of other companies are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1. Changes in the fair values of these other assets are primarily recognized in our Consolidated Statements of Operations as a component of marketing, general and administrative expenses.
Interest rate swap derivatives — Fair values of our interest rate swap derivatives are determined utilizing valuation models that are widely accepted in the market to value such OTC derivative contracts. The specific terms of the contracts, as well as market observable inputs, such as interest rates and credit risk assumptions, are factored into the models. As all significant inputs are market observable, all interest rate swaps are classified within Level 2. Changes in the fair values of contracts not designated as hedging instruments for accounting purposes are recognized in our Consolidated Statements of Operations as a component of interest expense, net. See Note 12, Derivative Financial Instruments and Hedging Activities for additional information about interest rates swaps designated as fair value and cash flow hedges.
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests — The fair value of the contingent consideration liability was calculated utilizing an average price option model, an adjusted Black-Scholes pricing model commonly used in the energy industry to value options. The model uses market observable inputs and unobservable inputs. Due to significant unobservable inputs used in the pricing model, the liability is classified within Level 3.
Quantitative Information about Level 3 Fair Value Measurements
 
Fair Value
 
 
Range
Item
August 31, 2015
Valuation Technique
Unobservable Input
(Weighted Average)
                      (Dollars in thousands)
 
 
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
$75,982
Adjusted Black-Scholes option pricing model
Forward crack spread margin on August 31, 2015 (a)
$12.99-$24.33 ($19.67)
Contractual target crack spread margin (b)
$17.50
Expected volatility (c)
159.05%
Risk-free interest rate (d)
0.48-0.94% (0.67%)
Expected life - years (e)
1.00-2.00 (1.41)
(a) Represents forward crack spread margin quotes and management estimates based on future settlement dates
(b) Represents the minimum contractual threshold that would require settlement with the counterparties
(c) Represents quarterly adjusted volatility estimates derived from daily historical market data
(d) Represents yield curves for U.S. Treasury securities
(e) Represents the range in the number of years remaining related to each contingent payment

Valuation processes for Level 3 measurements — Management is responsible for determining the fair value of our Level 3 financial instruments. Option pricing methods are utilized, as indicated above. Inputs used in the option pricing models are based on quotes obtained from third party vendors as well as management estimates for periods in which quotes cannot be obtained. Each reporting period, management reviews the unobservable inputs provided by third-party vendors for reasonableness utilizing relevant information available to us. Management also takes into consideration current and expected market trends and compares the liability’s fair value to hypothetical payments using known historical market data to assess reasonableness of the resulting fair value.
Sensitivity analysis of Level 3 measurements — The significant unobservable inputs that are susceptible to periodic fluctuations used in the fair value measurement of the accrued liability for contingent crack spread payments related to the purchase of noncontrolling interests are the adjusted forward crack spread margin and the expected volatility. Significant increases (decreases) in either of these inputs in isolation would result in a significantly higher (lower) fair value measurement. Although changes in the expected volatility are driven by fluctuations in the underlying crack spread margin, changes in expected volatility are not necessarily accompanied by a directionally similar change in the forward crack spread margin. Directional changes in the expected volatility can be affected by a multitude of factors including the magnitude of daily fluctuations in the underlying market data, market trends, timing of fluctuations, and other factors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended August 31, 2015 and 2014 :
 
 
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


There were no material transfers between Level 1, Level 2 and Level 3 assets and liabilities.


Note 14        Commitments and Contingencies

Environmental

We are required to comply with various environmental laws and regulations incidental to our normal business operations. In order to meet our compliance requirements, we establish reserves for the probable future costs of remediation of identified issues, which are included in cost of goods sold and marketing, general and administrative in our Consolidated Statements of Operations. The resolution of any such matters may affect consolidated net income for any fiscal period; however, management believes any resulting liabilities, individually or in the aggregate, will not have a material effect on our consolidated financial position, results of operations or cash flows during any fiscal year.
    
Other Litigation and Claims

We are involved as a defendant in various lawsuits, claims and disputes, which are in the normal course of our business. The resolution of any such matters may affect consolidated net income for any fiscal period; however, management believes any resulting liabilities, individually or in the aggregate, will not have a material effect on our consolidated financial position, results of operations or cash flows during any fiscal year.

Guarantees

We are a guarantor for lines of credit and performance obligations of related companies. Our bank covenants allow maximum guarantees of $1.0 billion , of which $94.6 million was outstanding on August 31, 2015 . We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees are current as of August 31, 2015 .

Credit Commitments

CHS Capital has commitments to extend credit to customers as long as there is no violation of any condition established in the contracts. As of August 31, 2015 , CHS Capital’s customers have additional available credit of $1.0 billion .

Lease Commitments

We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Our operating leases, which are primarily for rail cars, equipment, vehicles and office space have remaining terms of one to 12 years. Total rental expense for operating leases was $56.7 million , $47.4 million and $41.6 million for the years ended August 31, 2015 , 2014 and 2013 , respectively. We lease certain rail cars, equipment, vehicles and other assets under capital lease arrangements. These assets are included in property, plant and equipment, net on our Consolidated Balance Sheets while the corresponding capital lease obligations are included in long-term debt. See Note 5, Property, Plant and Equipment and Note 7, Notes Payable and Long-Term Debt for more information about capital leases.


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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Minimum future lease payments required under noncancelable operating leases as of August 31, 2015 were as follows:
 
(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


Unconditional Purchase Obligations

Unconditional purchase obligations are commitments to transfer funds in the future for fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Our long-term unconditional purchase obligations primarily relate to pipeline and grain handling take-or-pay and through-put agreements and are not recorded on our Consolidated Balance Sheets. As of August 31, 2015 , minimum future payments required under long-term commitments that are noncancelable, and that third parties have used to secure financing for the facilities that will provide the contracted goods, are as follows:
 
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


The discounted, aggregate amount of the minimum required payments under long-term unconditional purchase obligations, based on current exchange rates at August 31, 2015 , is $655.0 million . Total payments under these arrangements were $66.8 million , $65.5 million and $62.4 million for the years ended August 31, 2015 , 2014 and 2013 , respectively.


Note 15        Supplemental Cash Flow and Other Information

Additional information concerning supplemental disclosures of cash flow activities for the years ended August 31, 2015 , 2014 and 2013 is included in the table below. We have revised certain prior period amounts in the table related to interest, capital expenditures and capital leases. See Note 18, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
 
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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Note 16        Related Party Transactions

Related party transactions with equity investees for the years ended August 31, 2015 , 2014 and 2013 , respectively, and balances as of August 31, 2015 and 2014 , respectively, are as follows:
 
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


The related party transactions were primarily with TEMCO, Horizon Milling, Ardent Mills and Ventura Foods.


Note 17        Acquisitions

During the year ended August 31, 2015, we paid $321.0 million in consideration to acquire various businesses in our Ag segment. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements. Included among these transactions was the June 2015 acquisition of Patriot Holdings, LLC, which operates an ethanol plant that has expanded our grain origination opportunities and increased our renewable fuels capacity. Additionally, we acquired Northstar Agri Industries, a canola processing and refining business in July 2015. The acquisition expands our oilseed processing platform to include canola in addition to soybeans, expands our oil product offerings to global food companies, and links growers purchasing canola seed from CHS-owned retail outlets to an integrated supply chain. The preliminary allocation of consideration for net assets acquired in our aggregate acquisitions during the year ended August 31, 2015 is summarized as follows:
 
 
(Dollars in thousands)
Current assets
 
$
60,577

Property, plant and equipment
 
312,288

Goodwill
 
423

Other assets
 
16,118

Current liabilities
 
(60,127
)
Other liabilities
 
(8,261
)
Total net assets acquired
 
$
321,018


During the year ended August 31, 2014, we paid $281.5 million in consideration to acquire various businesses that related primarily to our Ag segment. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements. Included among these transactions was the acquisition of Illinois River Energy LLC, which operates an ethanol plant that will expand our grain origination opportunities and increase renewable fuels capacity. Additionally, we acquired the fertilizer business and assets of Terral RiverService, a transportation service company specializing in the bulk storage and handling of dry and liquid materials along the Mississippi River system, the Gulf Intracoastal Waterway and inland waterways of Louisiana and southern Arkansas. See Note 6, Other Assets for information about the amounts of goodwill and intangible assets recorded as a result of these transactions.

CHS McPherson Refinery Inc. (formerly National Cooperative Refinery Association or "NCRA")
In November 2011 , our Board of Directors approved a stock transfer agreement between us and GROWMARK, Inc. ("Growmark"), and a stock transfer agreement between us and MFA Oil Company ("MFA"). Pursuant to these agreements, we began to acquire from Growmark and MFA shares of Class A common stock and Class B common stock of NCRA representing

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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

approximately 25.6% of NCRA’s outstanding capital stock. Prior to the first closing, we owned the remaining approximately 74.4% of NCRA’s outstanding capital stock as of August 31, 2012 and accordingly, upon completion of the acquisitions described by these agreements, NCRA would be a wholly-owned subsidiary. As of August 31, 2015 , our ownership was 88.9% and with the final closing in September 2015, our ownership increased to 100% . The entity is now known as CHS McPherson Refinery Inc. ("CHS McPherson").

Pursuant to the agreement with Growmark, we acquired stock representing approximately 18.6% of NCRA’s outstanding capital stock in four separate closings held on September 1, 2012 , September 1, 2013 , September 1, 2014 and September 1, 2015 , for an aggregate base purchase price of $255.5 million (approximately $48.0 million of which was paid through the first three closings, and $111.4 million of which was paid at the final closing in September 2015). In addition, Growmark is entitled to receive up to two contingent purchase price payments following each individual closing, calculated as set forth in the agreement with Growmark, if the average crack spread margin referred to therein over the year ending on August 31 of the calendar year in which the contingent payment date falls exceeds a specified target.

Pursuant to the agreement with MFA, we acquired stock representing approximately 7.0% of NCRA’s outstanding capital stock in four separate closings held on September 1, 2012 , September 1, 2013 , September 1, 2014 and September 1, 2015 , for an aggregate base purchase price of $95.5 million (approximately $18.0 million of which was paid through the first three closings, and $41.6 million of which was paid at the final closing in September 2015). In addition, MFA is entitled to receive up to two contingent purchase price payments following each individual closing, calculated as set forth in the agreement with MFA, if the average crack spread margin referred to therein over the year ending on August 31 of the calendar year in which the contingent payment date falls exceeds a specified target.

As of August 31, 2015 and 2014 , the amounts recognized in other liabilities on our Consolidated Balance Sheets for these contingent consideration arrangements are $76.0 million and $114.9 million , respectively. Corresponding gains of $36.3 million and $19.2 million are included in cost of goods sold in our Consolidated Statements of Operations for the years ended August 31, 2015 and 2014 , respectively. The first contingent consideration payment in the amount of $16.5 million was made in October 2013; and based on the average crack spread margins during fiscal 2014, no payment was made in October 2014. As of August 31, 2015, $2.6 million was recorded as a current liability and was subsequently paid in October 2015.

In accordance with ASC Topic 480, patronage earned by Growmark and MFA has been included as interest expense in our Consolidated Statements of Operations. During the years ended August 31, 2015 , 2014 and 2013, $31.0 million , $65.5 million and $142.4 million , respectively, was recognized as interest expense for the patronage earned by Growmark and MFA.


Note 18        Correction of Immaterial Errors

Lease Accounting:

We lease rail cars, equipment, vehicles and other assets under noncancelable lease agreements for use in our agricultural and transportation operations in both our Energy and Ag segments. During the fourth quarter of fiscal 2015, we determined that we had historically applied the accounting principles of ASC Topic 840, Leases, incorrectly by accounting for all of our lease arrangements as operating leases. We subsequently determined that certain of our leases met, at lease inception, one or more of the ASC 840-10-25-1 criteria that require a lease to be classified and accounted for as a capital lease. Consequently, prior period amounts in the financial statements, notes thereto and related disclosures contained in this Annual Report on Form 10-K for the year ended August 31, 2015 have been revised to adjust for these errors.

Statement of Cash Flows Presentation:

During the fourth quarter of fiscal 2015, we determined that our historical presentation of cash flows related to the acquisition of property, plant and equipment and expenditures for major repairs was incorrect. Amounts presented as cash outflows in prior periods included acquisitions of assets for which cash had not yet been paid, resulting in misstatements of both investing and operating cash flows. We have revised prior period amounts in the financial statements, notes thereto and related disclosures contained in this Annual Report on Form 10-K for the year ended August 31, 2015 to correct these errors.

Materiality Assessment:

We assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality , codified in ASC 250 ("ASC 250"), Presentation of Financial Statements , and concluded these misstatements were not material to any prior annual or interim periods. Accordingly, in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ), our consolidated financial statements as of August 31, 2014 and for the years ended August 31, 2014 and 2013, which are presented herein, have been revised. The following are selected line items from our consolidated financial statements illustrating the effects of these revisions:
 
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
)


F-42
Exhibit 2.1 Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CF INDUSTRIES NITROGEN, LLC EFFECTIVE AS OF AUGUST 11, 2015


 
TABLE OF CONTENTS Page Article I DEFINITIONS ..................................................................................................................1 Article II [RESERVED.] .................................................................................................................8 Article III THE LIMITED LIABILITY COMPANY .....................................................................8 3.1 Formation .................................................................................................................8 3.2 Name ........................................................................................................................8 3.3 Effective Date and Term; Conditions to Obligations of all Members .....................8 3.4 Registered Agent and Office....................................................................................8 3.5 Principal Office ........................................................................................................9 3.6 Purpose and Limitation on Activities ......................................................................9 3.7 Title to Property .......................................................................................................9 3.8 Limitations on the Company’s Activities ................................................................9 Article IV MEMBERS...................................................................................................................10 4.1 Members ................................................................................................................10 4.2 Membership Interests .............................................................................................10 4.3 Additional Members ..............................................................................................10 4.4 No Withdrawal by Members..................................................................................11 4.5 Meetings of Members ............................................................................................11 4.6 Telephonic Conference Meeting ............................................................................12 4.7 Action Without a Meeting .....................................................................................12 4.8 Waiver of Notice Through Attendance ..................................................................13 4.9 Actions Requiring Board Approval and Member Consent ....................................13 Article V CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS ...................................13 5.1 CHS Capital Contribution......................................................................................13 5.2 Closing Conditions.................................................................................................13 5.3 Initial Capital Contributions of CFS ......................................................................15 5.4 Additional Capital Contributions ...........................................................................15 5.5 Capital Withdrawal Rights; CFS Obligations ........................................................15 5.6 Return of Contributions .........................................................................................16 5.7 Maintenance of Capital Accounts ..........................................................................16 5.8 Loans from Members .............................................................................................16 Article VI ALLOCATIONS AND DISTRIBUTIONS .................................................................17 6.1 Allocations of Net Profits and Net Losses .............................................................17 6.2 Special Allocations ................................................................................................17 6.3 Capital Account Determinations ............................................................................18 i


 
ii 6.4 Distributions...........................................................................................................18 6.5 Distributions Other Than Cash ..............................................................................19 6.6 Amounts Withheld .................................................................................................19 6.7 No Right to Receive Distributions .........................................................................19 6.8 Capital Account Restoration ..................................................................................19 Article VII MANAGEMENT OF THE COMPANY ....................................................................19 7.1 Management by the Board of Managers ................................................................19 7.2 Number, Tenure and Qualification; Managers ......................................................20 7.3 Powers of The Board of Managers ........................................................................20 7.4 Quorum and Manner of Acting ..............................................................................22 7.5 Place of Meetings...................................................................................................22 7.6 Regular Meetings ...................................................................................................22 7.7 Special Meetings ....................................................................................................22 7.8 Notice of Meetings; Waiver of Notice ...................................................................22 7.9 Board Action Without a Meeting...........................................................................22 7.10 Participation in Board Meetings by Conference Telephone ..................................22 7.11 No Power to Bind Company ..................................................................................23 7.12 Chairman of the Board ...........................................................................................23 7.13 Reliance by Third Parties .......................................................................................23 7.14 No Implied Duties ..................................................................................................23 7.15 Officers and Related Persons .................................................................................23 Article VIII LIABILITY AND INDEMNIFICATION .................................................................23 8.1 Exculpation ............................................................................................................23 8.2 Indemnification ......................................................................................................24 8.3 Liability of Members .............................................................................................24 8.4 Insurance ................................................................................................................24 Article IX REPRESENTATIONS, ACKNOWLEDGMENTS AND COVENANTS ..................24 9.1 Representations and Warranties of CFS and CHS.................................................24 9.2 Representation and Warranty of CFS ....................................................................25 9.3 Acknowledgements ................................................................................................25 9.4 Reasonable Best Efforts; and Other Actions .........................................................26 Article X DISPOSITION OF MEMBERSHIP INTERESTS........................................................27 10.1 Restriction on Transfers .........................................................................................27 10.2 Transfer to Affiliates ..............................................................................................29 10.3 Admission of Additional Members........................................................................29 10.4 Right of First Refusal .............................................................................................29 10.5 Successors ..............................................................................................................31 Article XI ACCOUNTING AND RECORDS; CERTAIN TAX MATTERS ..............................31


 
iii 11.1 No State Law Partnership; Tax Classification .......................................................31 11.2 Books and Records ................................................................................................31 11.3 Access to Information ............................................................................................31 11.4 Tax Matters Member..............................................................................................32 Article XII DISSOLUTION AND WINDING UP........................................................................32 12.1 Dissolution; Liquidating Events ............................................................................32 12.2 Winding-Up ...........................................................................................................32 12.3 Waiver of Partition.................................................................................................33 Article XIII TERMINATION ........................................................................................................34 13.1 Termination ............................................................................................................34 Article XIV MISCELLANEOUS PROVISIONS .........................................................................34 14.1 Amendment to the Agreement ...............................................................................34 14.2 Successors; Counterparts .......................................................................................35 14.3 Governing Law; Severability .................................................................................35 14.4 Consent to Jurisdiction...........................................................................................35 14.5 Headings ................................................................................................................36 14.6 Additional Documents ...........................................................................................37 14.7 Notices ...................................................................................................................37 14.8 Interpretation ..........................................................................................................37 14.9 Confidentiality .......................................................................................................37 SCHEDULE A MEMBERS SCHEDULE B COMPETITORS SCHEDULE C SPECIAL ALLOCATIONS SCHEDULE D DISTRIBUTION CALCULATIONS


 
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CF INDUSTRIES NITROGEN, LLC This Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, a Delaware limited liability company (the “Company”), is made and entered into and shall be effective as of August 11, 2015 (the “Effective Date”) (as amended, modified or supplemented from time to time, the “Agreement”), by and among CF Industries Sales, LLC, a Delaware limited liability company (“CFS”) and CHS Inc., a Minnesota cooperative (“CHS”), and each Person hereafter admitted as an Additional Member of the Company in accordance with the terms hereof. W I T N E S S E T H WHEREAS, CFS, as the original member of the Company, entered into a Limited Liability Company Agreement of the Company, dated as of January 1, 2013 (the “Original Agreement”), for the purposes of defining and expressing all of its rights and obligations with respect to the formation and operation of the Company as a limited liability company; WHEREAS, CFS desires to amend and restate the Original Agreement as provided herein to reflect the parties’ respective rights, preferences, duties and obligations with respect to the Company; and WHEREAS, the parties hereto desire to be bound by the terms of this Agreement; WHEREAS, this Agreement shall constitute the limited liability company agreement of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.), as amended from time to time (the “Act”). NOW, THEREFORE, in consideration of the agreements and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement unless the context clearly indicates otherwise, the following terms shall have the following meanings: “Act” has the meaning set forth in the Recitals.


 
2 “Additional Members” means those Persons hereafter admitted as Members of the Company in accordance with the terms hereof. “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person, provided that for purposes of this Agreement (a) CF and its Subsidiaries shall not be deemed an Affiliate of CHS or its Subsidiaries and (b) CHS and its Subsidiaries shall not be deemed an Affiliate of CF or its Subsidiaries. “Agreement” has the meaning set forth in the Preamble. Words such as “herein,” “hereinafter,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires. “Antitrust Laws” means any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position. “Assets” shall mean the manufacturing facilities owned (or to be owned) by the Company at Donaldsonville, Louisiana, Port Neal, Iowa, Yazoo City, Mississippi and Woodward, Oklahoma. “Board of Managers” has the meaning set forth in Section 7.1. “Book Value” means, with respect to any Company asset, the adjusted tax basis of the asset for United States federal income tax purposes, except that (i) the initial Book Value of any property contributed by a Member to the Company (other than cash) shall be the gross Fair Market Value of such property, and (ii) the Book Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values, in accordance with the rules set forth in Section 1.704-1(b)(2)(iv)(f) of the Regulations to the extent that the Tax Matters Member determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close. “Capital Account” means the account maintained for a Member determined in accordance with Article V. “Capital Contribution” means, as of any date, with respect to a Member, the aggregate amount of capital actually contributed by such Member to the Company as of such date, as permitted or required, as set forth in the Company’s books and records from time to time pursuant to the terms of this Agreement. “Capital Withdrawal” has the meaning set forth in Section 5.5. “Certificate of Formation” means the Company’s certificate of formation (as defined in § 18-201 of the Act) filed with the Secretary of State of the State of Delaware on January 1, 2013 and any duly authorized, executed and filed amendments or restatements thereof.


 
3 “CF” means CF Industries Holdings, Inc., a Delaware corporation and ultimate parent of CFS, or any successor entity thereto (including the survivor resulting from the proposed business combination with OCI N.V.). “CFS” has the meaning set forth in the Preamble. “CFS Supply Agreement” means that certain Nitrogen Fertilizer Purchase Agreement, to be entered into prior to the CHS Financial Closing, by and between the Company and CFS (or any permitted assignee of CFS). “Chairman” has the meaning set forth in Section 7.12. “CHS” has the meaning set forth in the Preamble. “CHS Capital Contribution” has the meaning set forth in Section 5.1. “CHS Closing Date” has the meaning set forth in Section 5.1. “CHS Financial Closing” has the meaning set forth in Section 3.3(c). “CHS Supply Agreement” means that certain Nitrogen Fertilizer Purchase Agreement, dated as of the date hereof, by and between the Company and CHS (or any permitted assignee of CHS). “Claims” has the meaning set forth in Section 8.2. “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding Law). “Company” has the meaning set forth in the Preamble. “Company Sale” shall mean (i) any sale, transfer or other disposition of all or substantially all of the assets, properties and business of the Company; or (ii) any merger, consolidation, business combination, or similar transaction involving the Company with a third party that is not an Affiliate of the Company or any Member. For the avoidance of doubt, any transfer of the securities of CF (including by way of merger or operation of Law) shall not be a Company Sale. “Competitor” means, for any Fiscal Year, a Person (or an Affiliate of a Person) listed on Schedule B hereto; provided, however, that Schedule B shall be updated as of the beginning of each Fiscal Year such that it shall consist of [***]. “Confidential Information” shall have the meaning set forth in Section 14.9. “Contract” means any written or oral lease, contract, license, arrangement, option, promise, commitment, undertaking, instrument or other agreement that purports to bind a Person or its property.


 
4 “Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise. “Covered Person” means (i) each Manager, each Member and the Tax Matters Member, in each case in his, her or its capacity as such, and each such Person’s successors, heirs, estates or representatives, (ii) any Affiliate of each Manager, Member and the Tax Matters Member and (iii) any officer of the Company and any officer, director, shareholder, partner, member, manager, employee, representative or agent of any Manager or Member or any of their Affiliates or the Tax Matters Member or any of its Affiliates, in each case in clauses (i), (ii) and (iii), whether or not such Person continues to have the applicable status referred to in such clauses. “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U)– CUUR0000SA0 published by the Bureau of Labor Statistics of the U.S. Department of Labor or, if the publication thereof is discontinued, a comparable statistic on the purchasing power of the consumer dollar published by a responsible financial periodical selected by the Board of Managers. “Dispute” has the meaning set forth in Section 14.4(a). “Effective Date” has the meaning set forth in the Preamble. “Event of Termination” has the meaning set forth in Section 12.1. “Fair Market Value” means the value that would be paid for such property by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, as reasonably determined by the Board of Managers; provided, however, that, the parties agree that Fair Market Value of (i) the Assets as of the Effective Date shall be equal to $21,761,400,000 and (ii) any manufacturing facility contributed to, or withdrawn from, the Company by CFS after the CHS Closing Date shall be determined based on the proportionate capacity (in nutrient tons) of such manufacturing facility to the total capacity of all of the Company’s facilities. “Fiscal Year” means the fiscal year of the Company, which initially shall commence on January 1st and end on December 31st of each year, unless otherwise determined by the Board of Managers. “GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time, consistently applied and maintained throughout the applicable periods both as to classification or items and amounts. “Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission,


 
5 instrumentality, official, organization, unit, or entity and any court or other tribunal); (d) multinational organization exercising judicial, legislative or regulatory power; or (e) regulatory or self-regulatory organization. “Group Member Transfer” has the meaning set forth in Section 10.2. “Group Member Transferee” has the meaning set forth in Section 10.2. “Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and listing requirements and shall include, for the avoidance of any doubt, the Act. “Letter Agreement” shall mean that letter agreement, dated the date hereof, by and among CFS, the Company and CHS. “Lien” means any lien (statutory or otherwise), charge, encumbrance, mortgage, pledge, hypothecation, security interest, deed of trust, option, preemptive right, right of first refusal or first offer, title defect or other adverse claim of any third party, in each case whether voluntarily incurred or arising by operation of Law. “Liquidity Facility” means, for the Company, (a) cash on hand, (b) a standby letter of credit, demand line of credit, revolver or other demand credit facility issued by a financial institution with assets of no less than $1,000,000,000 and a credit rating of A- from Standard & Poor’s and A3 by Moody’s, (c) a demand line of credit, with a term of no less than fifteen (15) years and a right to accrue unpaid interest and principal, issued by CF, or (d) other liquidity facility previously approved in writing by CHS, including, in each case, any renewal, extension, replacement, supplement, and any increase in the availability there under. “Manager” means a natural person appointed to the Board of Managers pursuant to the provisions of this Agreement. Each Manager shall be a manager (as defined in § 18- 101(10) of the Act) of the Company for all purposes of the Act. “Management Agreement” has the meaning set forth in Section 9.4(d). “Member Consent” shall mean consent of both (A) CFS and (B) (i) so long as CHS holds all of the Membership Interests issued to CHS on the CHS Closing Date, the consent of CHS or (ii) from and after the date on which CHS shall Transfer any of the Membership Interests issued to CHS on the CHS Closing Date, to the extent permitted by and in accordance with the terms hereof, the consent of either CHS or any one of such permitted Transferees (or permitted Transferees thereof) as shall be designated in writing by CHS to the Company from time to time. For the avoidance of doubt, only one Person shall be authorized to exercise a Member Consent on behalf of all Members holding Membership Interests that were originally issued to CHS at the CHS Financial Closing. “Member Purchase Percentage” means, for each Fiscal Year or other applicable period, and with respect to each Member, (i) the volume of UAN/Urea products, if any, actually purchased pursuant to either the CHS Supply Agreement (for purposes of determining the


 
6 Member Purchase Percentage of CHS or a permitted Transferee of CHS’ Membership Interests) or the CFS Supply Agreement (for purposes of determining the Member Purchase Percentage of CFS), as applicable, during such Fiscal Year or other applicable period, divided by (ii) the total volume of all UAN/Urea products sold by the Company during such Fiscal Year or other applicable period. In the event CHS (or a permitted Transferee thereof) Transfers a Transferable Portion of its Membership Interests, the Member Purchase Percentages of the Transferor Member and the Transferee Member shall be determined by apportioning the actual purchases pursuant to the CHS Supply Agreement between the Transferor Member and the Transferee Member based on each such Member’s relative share of such Membership Interests. “Members” means CFS (effective immediately as of the Effective Date), CHS (subject to, and effective immediately upon, CHS’ making the CHS Capital Contribution pursuant to Section 5.1), and each Additional Member hereafter admitted pursuant to the terms hereof. The Members shall constitute the “members” (as such term is defined in the Act) of the Company. “Membership Interests” has the meaning set forth in Section 4.2(a). “Minimum Production Requirements” has the meaning set forth in Section 5.5. “Net Profits” and “Net Losses” mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period, as applicable, with the following adjustments: (i) income, gain or loss resulting from depreciation, amortization or other cost recovery deductions with respect to Company property shall be computed as determined by the Board of Managers; (ii) any income of the Company that is exempt from federal income taxation and not otherwise taken into account in computing Net Profits and Net Losses shall be added to such taxable income or loss; (iii) any expenditures of the Company relating to the business operations of the Company not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss; and (iv) in the event the Book Value of any Company asset is adjusted pursuant to the definition of Book Value above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing and allocating Net Profits and Net Losses. “Notice of Exercise” has the meaning set forth in Section 10.4(a)(ii). “Offered Interests” has the meaning set forth in Section 10.4(a)(i). “Original Agreement” has the meaning set forth in the Recitals.


 
7 “Percentage Interest” means, as of any date, with respect to each Member, the ratio of the Capital Account balance of such Member as of such date to the total Capital Account balances of all Members as of such date. The Percentage Interest with respect to each Member shall be updated in the Company’s books and records (i) annually upon the allocation of profits and losses each Fiscal Year pursuant to Section 6.1, (ii) upon any additional Capital Contribution by CFS pursuant to Section 5.4 and (iii) upon any Capital Withdrawal by CFS pursuant to Section 5.5. “Person” means any individual, firm, corporation, trust, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or political subdivision thereof or any other entity or organization of any kind. “Regulations” means, except where the context indicates otherwise, the permanent and temporary regulations of the Department of the Treasury under the Code, as such regulations may be lawfully changed from time to time. “Required Contributions” has the meaning set forth in Section 5.4(a). “Restraints” has the meaning set forth in Section 5.2(a)(i). “Restricted Period” means the period beginning from and including the Effective Date to and including the date that is one (1) year after the CHS Closing Date. “Section 4.3 Notice” has the meaning set forth in Section 4.3. “Securities Act” means the Securities Act of 1933, as amended. “Selling Notice” has the meaning set forth in Section 10.4(a)(i). “Selling Offer” has the meaning set forth in Section 10.4(a)(i). “Services Agreement” has the meaning set forth in Section 9.4(c). “Swap Agreement” has the meaning set forth in Section 9.4(b). “Tax Matters Member” has the meaning set forth in Section 11.4. “Transfer” means any sale, conveyance, assignment, transfer or other disposition of Membership Interests (whether with or without consideration, directly or indirectly, and whether voluntarily or involuntarily by operation of Law or otherwise); provided, however, that none of the following shall be deemed to be a Transfer: (i) a transaction that is a pledge, mortgage, assignment by way of security or other form of security interest in Membership Interests to secure indebtedness for borrowed money, (ii) a foreclosure or enforcement of any items referred to in (i) above or (iii) any transfer of the securities of CF (including by way of merger or operation of Law). The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.


 
8 “Transferrable Portion” means a portion of the Membership Interests issued to CHS at the CHS Financial Closing representing an aggregate Percentage Interest of at least 3.8% ARTICLE II [RESERVED.] ARTICLE III THE LIMITED LIABILITY COMPANY 3.1 Formation. The Company was formed under the Laws of the State of Delaware as of January 1, 2013 by the filing of the Certificate of Formation with the Delaware Secretary of State. 3.2 Name. The name of the Company is “CF Industries Nitrogen, LLC”. All business of the Company shall be conducted under that name with such variations and changes as the Board of Managers deems necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted. 3.3 Effective Date and Term; Conditions to Obligations of all Members. (a) This Agreement shall become effective as of the Effective Date. The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Act, and shall continue until the existence of the Company is terminated pursuant to Article XII. (b) From the Effective Date until the CHS Closing Date, (i) CHS shall not (A) acquire any Membership Interests in the Company or (B) be obligated or permitted to make any Capital Contributions to the Company and (ii) the Company shall not (A) issue any Membership Interests in the Company to CHS or (B) request any Capital Contributions from CHS. (c) On the CHS Closing Date, subject to satisfaction (or waiver, to the extent permitted by applicable Law) of the conditions set forth in Section 5.2(a), CHS shall make the CHS Capital Contribution pursuant to Section 5.1 and, in return for such CHS Capital Contribution, subject to the satisfaction (or waiver, to the extent permitted by applicable Law) of the conditions set forth in Section 5.2(b), the Company shall issue to CHS Membership Interests representing the Percentage Interest, as set forth on Schedule A, subject to the terms and conditions set forth in this Agreement. The consummation of the CHS Capital Contribution and the issuance by the Company of the Membership Interests to CHS referenced above shall be referred to herein as the “CHS Financial Closing”. 3.4 Registered Agent and Office. The registered agent for the service of process and the registered office shall be the Person and location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Company may, from time to time, change the registered agent or office through appropriate filings with the Secretary


 
9 of State of the State of Delaware, as may be determined by the Board of Managers from time to time. 3.5 Principal Office. The principal office of the Company shall be located at such place as may be determined by the Board of Managers from time to time. The Company may also have such other offices as the Board of Managers may determine. 3.6 Purpose and Limitation on Activities. The Company is formed for the purposes of (i) developing, owning, operating and maintaining manufacturing facilities for nitrogen, methanol and related products, including the Assets, (ii) performing its obligations under the CHS Supply Agreement and CFS Supply Agreement and any other supply agreement entered into by the Company upon approval of the Board of Managers and (iii) entering into and performing its obligations under the Services Agreement (as hereinafter defined), the Swap Agreement (as hereinafter defined) and the Management Agreement (as hereinafter defined). Subject to Section 3.8, the Company shall possess and may exercise all the powers and privileges granted by the Act or by any other Law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purpose or activities of the Company. 3.7 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in its individual name or right, and each Member’s interest in the Company shall be deemed personal property for all purposes. The Company shall hold all of its real and personal property (including the Assets) in the name of the Company and not in the name of any Member. 3.8 Limitations on the Company’ s Activities. (a) The Company shall not enter into supply agreements to purchase products from the Company with any Person that is not a Member or Affiliate of a Member without the consent of the Board of Managers. The foregoing shall not restrict CHS or CFS from assigning its rights to purchase products from the Company under the CHS Supply Agreement or the CFS Supply Agreement, respectively, to a third Person that is not a Competitor at the time of the assignment. (b) The Company shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its Members and any other Person, and file its own tax returns, if any, which are required by Law (except to the extent consolidation is required under GAAP (in the case of financial statements) or has been elected or is mandatory under the Code or the tax Law of any state (in the case of tax returns) or is required as a matter of Law). (c) The Company shall not commingle the Assets, or any other facilities or other assets contributed to the Company, with the assets of any other Person.


 
10 ARTICLE IV MEMBERS 4.1 Members. CFS shall be a Member as of the Effective Date. CHS shall become a Member upon consummation of the CHS Financial Closing pursuant to Section 5.1 in accordance with Section 4.2(b)(ii). The Company’s books and records shall be updated by the Board of Managers from time to time to reflect any additional Capital Contributions, Capital Withdrawals, issuance of additional Membership Interests and Transfers of Membership Interests, each only to the extent permitted by, and effected in accordance with, the terms hereof. 4.2 Membership Interests. (a) Membership Interests. The authorized limited liability company interests of the Company shall initially consist of one class of common interests, which are referred to herein as “Membership Interests.” In connection with the admission of Additional Members pursuant to Section 4.3, the Board of Managers shall have the power and authority to issue additional Membership Interests and to create and issue to such Additional Members additional classes or series of limited liability company interests in the Company having such terms as shall be approved by the Board of Managers in its sole and absolute discretion, subject to the provisions of Section 4.3. (b) Issuance of Membership Interests. (i) Effective as of the Effective Date, CFS owns Membership Interests representing 100% of the Percentage Interest. (ii) On the CHS Closing Date, immediately upon the Company’s receipt of the CHS Capital Contribution (i) the Company shall issue Membership Interests to CHS or one of its Affiliates (in which case such Affiliate shall become a Member under this Agreement in accordance with a Group Member Transfer in accordance with Section 10.2 and Section 10.5), representing the Percentage Interest set forth opposite its name in the second column on Schedule A and (ii) the Percentage Interest of CFS shall be adjusted such that it shall equal the number opposite its name in the second column on Schedule A. 4.3 Additional Members. (a) The Board of Managers may admit Additional Members on such terms and for such Capital Contributions as may be determined by the Board of Managers, in its sole and absolute discretion, and issue to such Additional Members Membership Interests or other limited liability company interests in the Company created pursuant to Section 4.2(a), as may be approved by the Board of Managers; provided, that, to the extent that the Company shall issue to any Additional Member any Membership Interests or other limited liability company interest in the Company, CHS shall have the right (but not the obligation) to acquire additional Membership Interests (or such other limited liability company interests in the Company), in each case, having the same rights, powers, obligations and privileges (including with respect to Capital Contribution and distribution provisions) as the Membership Interests or other limited liability


 
11 company interests issued to any such Additional Member, in each case, on the same terms and subject to the same conditions as such Additional Member. The Company shall offer such additional Membership Interests (or such other limited liability company interests in the Company) to CHS by providing written notice to CHS (the “Section 4.3 Notice”) either prior to, or no later than thirty (30) days after, the issuance of such limited liability company interests to such Additional Member, with reasonably detailed information about the terms and conditions of such offer and any Contracts between such Additional Member and the Company for the sale of products manufactured by the Company. CHS shall have forty-five (45) days after receipt of the Section 4.3 Notice to notify the Company whether it accepts such offer, and, if accepted by CHS, the acquisition of such additional limited liability interests pursuant to such offer shall be consummated by CHS no later than ninety (90) days thereafter. If CHS accepts such offer, CHS shall also be required to enter into a supply agreement with the Company for the sale of products manufactured by the Company on the same terms and conditions and for the same volume of product as the supply agreement entered into with such Additional Member simultaneously with the consummation of the purchase of such limited liability company interests. For the purpose of any distributions to CHS under this Agreement in respect of such limited liability company interests, the parties hereto agree that such distributions shall be calculated in accordance with the terms and conditions of the additional limited liability company interests and the supply agreement entered into in connection with the purchase of such limited liability company interests. Any assignee of Membership Interests Transferred in accordance with the requirements of Article X shall be admitted as an Additional Member; provided that, the provisions of Article X must be complied with as a condition to a Person being admitted as an Additional Member of the Company. (b) Any Membership Interests or other limited liability company interests in the Company created pursuant to Section 4.2(a), and the rights, powers, and privileges thereunder, shall not: (i) adversely affect CHS’ rights to receive, amount of, and priority accorded to its distributions pursuant to this Agreement; or (ii) allow drawings or advances against the Liquidity Facility for the purpose of paying any Company obligations or distributions to the holders of such interests. 4.4 No Withdrawal by Members. A Member may not resign or withdraw from the Company prior to the Company’s dissolution and completion of its winding up, except that, upon the Transfer of all of such Member’s Membership Interests in compliance with Article X, such Member shall automatically cease to be a Member upon admission as an Additional Member of the assignee of such Member’s Membership Interests so Transferred. No Membership Interests are redeemable or repurchasable by the Company or at the option of a Member. Except as expressly provided in this Agreement, no event affecting a Member (including dissolution, bankruptcy or insolvency) shall affect its obligation under this Agreement or affect the status of the Company or result in the dissolution of the Company. 4.5 Meetings of Members.


 
12 (a) Meetings; Notice. Meetings of the Members may be called by the Board of Managers for any purpose specified in Section 4.5(b) upon written notice of at least three (3) Business Days. Notice of any meeting of the Members shall (i) provide the place, date and hour of the meeting and (ii) state the purpose or purposes such meeting. Such notice shall be delivered to each Member in accordance with Section 14.7. Waiver of notice of any meeting may be given before or after a meeting, but only upon the written consent of the Member(s) waiving such notice, or as permitted under Section 4.8. (b) Quorum; Vote. (i) Unless otherwise required by the Act, the presence in person or by proxy of Members holding Membership Interests representing a majority of the Percentage Interests shall constitute a quorum for the transaction of business at a meeting of the Members. The only actions and decisions of the Company that require approval of the Members are those matters expressly set forth (i) in Section 4.9(a), as to which Member Consent is required, (ii) Section 7.2, as to which Member Consent is required as set forth therein, and (iii) Section 14.1, as to which Member Consent is required as set forth therein. Except for the foregoing, the Members shall not have the right to vote on any matter whatsoever in respect of the Company, under this Agreement or applicable Law or otherwise. (ii) Any Member of the Company having the right to vote or consent with respect to any matter set forth in subsection (i) above may grant or withhold approval of any of the matters set forth in such provisions in its sole and absolute discretion and in granting or withholding such approvals, to the maximum extent permitted under the Act, (A) such Member shall be entitled to act solely in its own best interest and shall not be acting in a fiduciary capacity with respect to any other Member or the Company, (B) such Member shall not be required to take into account the interests of any other Member or the Company in granting or withholding such approval and (C) no Member or the Company shall be liable to any other Member or to the Company as a result of its exercise of approval rights or its decision to withhold any approval pursuant to any of such provisions. 4.6 Telephonic Conference Meeting. Subject to the requirement in Section 4.5(a) for notice of Member meetings, Members may participate in a meeting of the Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a Member participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 4.7 Action Without a Meeting. Any action requiring approval of Members, as set forth in Section 4.5(b)(i), may be taken without a meeting, without prior notice and without a vote if consented to, in writing or by electronic transmission, by such number of Members as is required to approve such matter, as set forth in Section 4.5(b)(i). The resolutions, written consents or electronic transmissions of the Members shall be filed with the minutes of proceedings of the Members and shall have the same force and effect as a vote at a meeting.


 
13 4.8 Waiver of Notice Through Attendance. Attendance of a Member at any meeting of the Members (including by telephone or similar communications equipment) shall constitute a waiver of notice of such meeting, except where such Member attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and such objection is raised at the beginning of the meeting. 4.9 Actions Requiring Board Approval and Member Consent. (a) Notwithstanding anything to the contrary contained in this Agreement, the following actions of the Company shall require approval of the Board of Managers and Member Consent: (i) any Company Sale; (ii) the liquidation, dissolution or winding up of the Company in accordance with Section 12.1; (iii) to the extent required by Section 14.1, any amendment to or other modification (by merger, consolidation or otherwise) of this Agreement; (iv) any change in the legal domicile of the Company from Delaware to any other jurisdiction; and (v) any election by the Company to be treated other than as a partnership for U.S. federal income tax purposes. (b) Other than as set forth in subsection (a) above, and in Section 7.2, Section 14.1 and Section 14.4, no other action of the Company, under this Agreement or applicable Law or otherwise, shall require Member approval. ARTICLE V CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS 5.1 CHS Capital Contribution. On the later to occur of February 1, 2016 or the third (3rd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Section 5.2(a), CHS shall make a Capital Contribution to the Company in cash in an amount equal to $2,800,000,000 (the “CHS Capital Contribution”). In return for the CHS Capital Contribution and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Section 5.2(b), the Company shall issue Membership Interests representing the Percentage Interest set forth in the second column opposite its name on Schedule A. Such date that CHS makes the CHS Capital Contribution shall be referred to herein as the “CHS Closing Date”. Among other things, CHS is making the CHS Capital Contribution in order to obtain its Membership Interests, representing its right to receive its share of profits, losses and distributions in the Company, as set forth in this Agreement. 5.2 Closing Conditions.


 
14 (a) The obligation of CHS to make the CHS Capital Contribution is subject to the satisfaction (or waiver to the extent permitted by applicable Laws) on or prior to the CHS Closing Date of the following conditions: (i) no judgment, temporary restraining order, preliminary or permanent injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action issued by, entered into, or otherwise put into effect by or under the authority of any Governmental Authority, or any provision of any applicable Laws (collectively, “Restraints”) shall be in effect that prohibits or makes illegal the consummation of the CHS Financial Closing; (ii) each of the Services Agreement, Swap Agreement and Management Agreement shall have been duly and validly executed by all parties thereto and shall be in full force and effect; (iii) the conditions set forth in Section 2 of the Letter Agreement shall have been satisfied (or waived by CHS); (iv) the representations and warranties of CFS contained in Section 9.1 and Section 9.2 shall be true and correct in all material respects as of the CHS Closing Date; and (v) CFS shall have performed in all material respects all covenants, agreements and obligations required pursuant to this Agreement to have been performed by it prior to the CHS Financial Closing (and CFS shall have delivered a certificate executed by a duly authorized officer of CFS certifying that the conditions set forth in clauses (iii) and (iv) and this clause (v) have been satisfied). (b) The obligation of the Company to issue Membership Interests to CHS on the CHS Closing Date is subject to the satisfaction (or waiver to the extent permitted by applicable Laws) of the following conditions: (i) no Restraints shall be in effect that prohibits or makes illegal the consummation of the CHS Financial Closing; (ii) the CHS Capital Contribution shall have been made; (iii) the conditions set forth in Section 3 of the Letter Agreement shall have been satisfied (or waived by CFS); (iv) the representations and warranties of CHS contained in Section 9.1 shall be true and correct in all material respects as of the CHS Closing Date; and (v) CHS shall have performed in all material respects all covenants, agreements and obligations required pursuant to this Agreement to have been performed by it prior to the CHS Financial Closing (and CHS shall have delivered a certificate executed by a duly authorized officer of CHS certifying that the conditions set forth in clauses (iii) and (iv) and this clause (v) have been satisfied).


 
15 5.3 Initial Capital Contributions of CFS. CFS is deemed to be contributing the Assets to the Company as a Capital Contribution, effective as of the Effective Date and each of CFS and CHS agree that the Fair Market Value of such Assets as of the Effective Date shall equal $21,761,400,000. Each of CFS and CHS agrees that the Capital Account balance of CFS shall be increased as of the Effective Date by the foregoing amount of its contribution. 5.4 Additional Capital Contributions. (a) If and to the extent the Company shall require additional capital from time to time for any capital expenditures, repair or replacement costs, or increased operation costs in order for the Company’s facilities, including the Assets and other facilities then owned by the Company, to satisfy the Minimum Production Requirements, then CFS shall be required to make additional Capital Contribution(s) in the amount determined by the Board of Managers to permit such operation (“Required Contributions”) upon at least ten Business Days’ notice thereof from the Board of Managers. If and to the extent the Company shall require additional capital from time to time to satisfy its working capital requirements, then CFS shall be required to make additional Capital Contribution(s) to satisfy such working capital requirements upon at least ten Business Days’ notice thereof from the Board of Managers. The Board of Managers shall consider whether to require CFS to make such Required Contributions at least once each Fiscal Year in connection with its approval of the annual budget. In addition, CFS shall be permitted, but not required, to make any additional Capital Contributions in excess of the Required Contributions in cash or other property from time to time as it determines in its sole discretion. At such time as CFS makes an additional Capital Contribution to the Company, the amount and form of the additional Capital Contribution shall be based on the Fair Market Value thereof, and shall result in a corresponding increase in such Member’s Capital Account, as determined by the Board of Managers. (b) Except for the CHS Capital Contribution, CHS shall not be permitted or required to make Capital Contributions in respect of its Membership Interests. (c) The provisions of this Section 5.4 are intended solely for the benefit of the Members in their capacity as members, and, to the fullest extent permitted by applicable Law, shall not be construed as conferring any benefit upon any creditor (including a Member in its capacity as a creditor) of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any additional Capital Contributions or to provide any additional financing or to cause any Member to consent to the making of additional Capital Contributions or to the provision of additional financing. 5.5 Capital Withdrawal Rights; CFS Obligations. CFS shall be permitted, but not required, to withdraw assets from the Company as a return of capital (a “Capital Withdrawal”) from time to time in its sole discretion; provided, however, that at all times prior to the dissolution and winding up of the Company as provided in Article XII, CFS shall be required to (i) maintain sufficient operating assets in the Company such that the Company’s facilities shall have aggregate capacity to produce at least 2,000,000 nutrient tons of fertilizer product (the “Minimum Production Requirements”) and (ii) procure, for the benefit of the Company, a Liquidity Facility with availability of at least $427,000,000 to be used solely for the purposes


 
16 specified in Section 6.4(d). At such time as CFS makes a Capital Withdrawal, the amount and form of the Capital Withdrawal shall be based on the Fair Market Value thereof, and shall result in a corresponding reduction in the Capital Account of CFS, in an amount equal to the Fair Market Value of assets withdrawn. 5.6 Return of Contributions. Except as otherwise provided in Section 5.5 and Article XII, (a) a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of the Company or of any Member, and (c) a Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions. 5.7 Maintenance of Capital Accounts. For tax purposes, a separate Capital Account shall be established and maintained for each Member in accordance with Code Section 704 and Regulations Section 1.704-1(b) and the following provisions: (a) Each Member’s Capital Account shall be credited with (a) the amount of any money actually contributed by the Member to the capital of the Company, (b) the Fair Market Value of any property actually contributed (or deemed contributed, whether by the terms of this Agreement or upon a determination by the Board of Managers) by the Member, as determined by the Board of Managers (net of liabilities assumed by the Company or subject to which the Company takes such property), (c) the Member’s share of Net Profits (or items of income or gain) allocated pursuant to Article VI and (d) the amount of any Company liabilities that are assumed by such Member or which are secured by any property distributed to such Member under Code Section 752. Each Member’s Capital Account shall be decreased by (x) the amount of any money actually distributed (or deemed distributed) to the Member by the Company, (y) the Fair Market Value of any property distributed to or withdrawn by the Member (including Capital Withdrawals), and (z) the Member’s share of Net Losses (or items of loss, expense or deduction) allocated pursuant to Article VI. (b) In the event any Member Transfers any Membership Interests in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Membership Interests. (c) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Sections 1.704-1 and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto. 5.8 Loans from Members. Loans from Members to the Company shall not be considered Capital Contributions. If any Member shall loan funds to the Company, then the making of such loans shall not result in any increase in the Capital Account balance of such Member. The amount of any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.


 
17 ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Allocations of Net Profits and Net Losses. The Net Profits and Net Losses of the Company for each Fiscal Year or other applicable period shall be allocated annually among the Members as follows: (a) First, items of Net Profits and Net Losses attributable to sales or deemed sales (for example, as a result of the in-kind distribution of an asset) of assets (other than inventory and other assets sold pursuant to either the CFS Supply Agreement or the CHS Supply Agreement) shall be allocated solely to the Capital Account of CFS. (b) Second, each Member shall be allocated one percent (1%) of any Net Profits and Net Losses remaining after making the allocations under subsection (a) of this Section 6.1. (c) Third, any Net Profits and Net Losses remaining after making the allocations under subsections (a) and (b) of this Section 6.1 shall be allocated to the Members pro rata in accordance with their relative Member Purchase Percentages. 6.2 Special Allocations. The Company shall maintain Capital Accounts and make such allocations of items of income, gain, loss, deduction or credit as are necessary to comply with Sections 704(b) and (c) of the Code and the Regulations thereunder, including any special allocations required by the provisions of such regulations addressing qualified income offset, minimum gain chargeback requirements, and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt. Notwithstanding the provisions of Section 6.1, to the extent the amount distributed to CHS pursuant to Section 6.4 in any Fiscal Year shall exceed the sum of the Net Profits allocated to CHS for such Fiscal Year plus $35,000,000, then the amount of Net Profits allocated to CHS for such Fiscal Year shall be increased so that the total amount of Net Profits allocated shall equal the aggregate amount of distributions made to CHS for such Fiscal Year minus $35,000,000. If the Company’s Net Profits are insufficient to be able to allocate such additional amount of Net Profits to CHS, CHS shall be allocated gross items of income equal to such excess. Notwithstanding the provisions of Section 6.1, no allocation of Net Losses (or items thereof) shall be made to any Member if such allocation would create (or increase) a deficit balance in such Member’s Capital Account. Any such disallowed allocation shall be made to the Member entitled to receive such allocation under the Section 704(b) Regulations. Any Member with a deficit balance in its Capital Account (taking into account distributions under Section 6.4 for such period) shall be specially allocated Net Profits (or items thereof) otherwise allocable under subsections (b) and (c) of Section 6.1 in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. Upon a liquidation of the Company, CHS shall be entitled to an allocation of one percent (1%) of the gain or loss (as limited pursuant to Schedule C hereto) in the Company’s assets as determined at that time (based on the fair value of the Company’s assets), and CHS’ capital account shall be adjusted by the amount of such allocation.


 
18 6.3 Capital Account Determinations. All matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined, in its reasonable discretion, by the Tax Matters Member. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Tax Matters Member determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Tax Matters Member may make such modification. 6.4 Distributions. (a) Subject to the restrictions imposed by applicable Law, distributions to the Members with respect to Membership Interests shall be made semi-annually to the Members in cash as follows: (i) First, to each of CHS and CFS, in an amount equal to one percent (1%) of the Net Profits (excluding items of Net Profits attributable to sales or deemed sales of assets, other than assets sold pursuant to either the CFS Supply Agreement or the CHS Supply Agreement), if any; (ii) Second, to (A) CHS, in an amount that is calculated in accordance with Schedule D hereto, and (B) CFS, in an amount that is calculated in accordance with Schedule D hereto; and (iii) Third, if and to the extent Net Profits for such year exceed (i) and (ii) above, an amount equal to such excess shall be paid to CFS, less the amount of any intercompany loan obligations of the Company owed by the Company to Affiliates of the Company. (b) If and to the extent that, as of the date any distribution pursuant to subsection (a) shall become payable to the Members, there shall be any outstanding intercompany indebtedness owed to the Company by CFS or any of its Affiliates, then the Company shall offset such indebtedness such that the then-outstanding principal balance and accrued interest of such indebtedness shall be reduced (but not below zero) by the amount that would have otherwise been distributed to CFS, and the Company shall only be required to pay CFS the excess, if any, of the amount of such distributions over the then-outstanding principal balance and accrued interest of such indebtedness. (c) Distributions for any Fiscal Year (other than a year in which a Company Sale or dissolution or liquidation shall occur) shall be paid semi-annually on July 31 and January 31 of each Fiscal Year, as follows: (i) distributions with respect to the six-month period ended June 30th of each Fiscal Year shall be calculated by the Company and paid to the Members on July 31 of each Fiscal Year and (ii) distributions with respect to the six-month period ended December 31st of each Fiscal Year shall be calculated by the Company and paid to the Members on January 31 of each Fiscal Year, provided that in each case any under-distribution or over- distribution shall be trued up within 30 days thereafter. Distributions of proceeds from a


 
19 Company Sale shall be made within 30 days of the receipt by the Company of the proceeds of such Company Sale in the manner provided in Section 12.2. All distributions upon dissolution and liquidation of the Company shall be made only in accordance with Section 12.2. (d) If, at the time that distributions are payable by the Company pursuant to Section 6.4(c), the Company does not have sufficient cash on hand to pay the amount due CHS pursuant to Section 6.4(a)(ii)(A), then the Company shall draw upon the Liquidity Facility, up to the amounts available under the Liquidity Facility (including any renewal, extension, replacement, or supplement issued thereafter), for any shortfall in the cash available to pay the full amount of the distribution calculated pursuant to Section 6.4(a)(ii)(A) and immediately thereafter distribute such amounts solely to CHS. 6.5 Distributions Other Than Cash. Upon request by CFS for a Capital Withdrawal pursuant to Section 5.5, the Board of Managers shall be permitted, in its sole discretion, to distribute property other than cash to CFS from time to time, subject to applicable Law and the limitation that the Company maintain sufficient Assets to satisfy the Minimum Production Requirements set forth in Section 5.5. Upon a distribution of property other than cash, such property shall be deemed to have been sold at its Fair Market Value on the date of such distribution and the proceeds of such sale shall be deemed to have been distributed to the Member(s) receiving such distribution for all purposes of this Agreement. Gain or loss on assets distributed in kind shall be allocated to Capital Accounts in accordance with the provisions of this Article VI. 6.6 Amounts Withheld. The Company is authorized to withhold from distributions to the Members and to pay over to any federal, foreign, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, foreign, state or local Law. All amounts withheld pursuant to the Code or any provision of any state, foreign or local tax Law with respect to any distribution to a Member shall be treated as amounts distributed to such Member for all purposes under this Agreement. 6.7 No Right to Receive Distributions. No Member shall have the right to demand or receive distributions of any amount, except as expressly provided in this Article VI and Section 12.2. 6.8 Capital Account Restoration. No Member shall have an obligation to the Company, any other Member or any third party or creditor to restore any negative balance in its Capital Account upon a dissolution or other liquidation of the Company in accordance with Article XII or otherwise. ARTICLE VII MANAGEMENT OF THE COMPANY 7.1 Management by the Board of Managers. The Members shall not manage or control the business and affairs of the Company, except for such matters that require approval of Members as expressly set forth in this Agreement. Except for such matters that require approval of Members as expressly set forth in this Agreement, including Section 4.9(a), the business and


 
20 affairs of the Company shall be managed by a board of managers as appointed in the manner provided in Section 7.2 (the “Board of Managers”) which shall have and may exercise all of the powers that may be exercised or performed by managers (as such term is defined in the Act) of the Company. Except for such matters that require approval of Members as expressly set forth in this Agreement, the Board of Managers shall direct, manage and control the business of the Company and shall have full authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of Company business. 7.2 Number, Tenure and Qualification; Managers. follows: (a) The Board of Managers shall consist of five (5) Managers, appointed as (i) CFS shall be entitled to appoint four (4) Managers; and (ii) CHS (or one of its permitted Transferees (or permitted Transferees thereof) designated in writing by CHS) shall be entitled to appoint one (1) Manager; provided, that, the individuals appointed by CFS shall become Managers on the Effective Date, but the individual appointed by CHS shall become a Manager only upon consummation of the CHS Financial Closing pursuant to Section 5.1. (b) A Manager may only be removed by the Member that appointed such Manager under Section 7.2(a). Any Manager may resign at any time upon written notice to the Board of Managers and each Member. (c) Any vacancy on the Board of Managers, whether arising through death, resignation, removal, a disability of a Manager or otherwise, shall be filled by an individual designated by the Member who appointed such Manager under Section 7.2(a). (d) A Manager shall hold office until his or her successor shall have been appointed and qualified, or until the earlier death, resignation or removal of such Manager in accordance with this Agreement. Managers need not be Members or residents of the State of Delaware. 7.3 Powers of The Board of Managers. Without limiting the generality of Section 7.1 but subject to Section 4.9(a) and Section 4.5(b)(i), the Board of Managers shall have full power and authority on behalf of the Company to (whether by delegation to officers or otherwise): (a) cause the Company to: Company; (i) develop and operate the Assets and any other assets of the


 
21 (ii) admit Additional Members and issue additional Membership Interests and other limited liability company interests in the Company to Additional Members; (iii) enter into supply agreements for the sale of products manufactured by the Company with any Person; provided, that, the terms and conditions of such supply agreements and the amount of fertilizer product to be provided thereunder do not conflict with the terms and conditions of existing supply agreements; (iv) incur indebtedness and issue guarantees on behalf of the Company; provided, however, that any intercompany loans made by the Company to CFS or any of its Affiliates shall be required to contain provisions permitting the offset from, and reduction to, the principal balance and accrued interest of such loans in the amount of any distributions that would otherwise be payable by the Company to CFS pursuant to Section 6.4; (v) pledge, mortgage, assign by way of security or other form of security interest the Assets or any other assets of the Company; (vi) hire and terminate officers and employees of the Company; (vii) purchase, rent or lease facilities for the business of the Company from any Person (including Affiliates of the Company); (viii) employ accountants, legal counsel and other experts to perform services for the Company, define their duties and authority and compensate them from Company funds; (ix) subject to Section 9.4, enter into the Services Agreement, the CHS Supply Agreement, the CFS Supply Agreement the Swap Agreement and the Management Agreement prior to the CHS Financial Closing; (b) execute any document or instrument on behalf of the Company which is necessary to carry out the intent and purpose of this Agreement; (c) execute on behalf of the Company all agreements, instruments and documents which are necessary or desirable to the business of the Company; (d) select, acquire, manage and dispose of real and/or personal properties in the name of the Company; (e) arrange for advances or loans from other Persons (including Affiliates of the Company) to be reimbursed with interest from Company funds as soon as such funds become available; (f) invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and


 
22 (g) to do and perform all other acts as may be necessary or appropriate to the conduct of the business and affairs of the Company. 7.4 Quorum and Manner of Acting. Unless otherwise required by Law, the presence of a majority of the Managers then in office shall constitute a quorum for the transaction of business at any meeting; provided, that, such majority shall at a minimum be composed of at least three (3) Managers. Action of the Board of Managers shall be authorized by the vote of a majority of the Managers then in office. Each member of the Board of Managers shall have one vote on all matters. In the absence of a quorum, any Manager present may adjourn any meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. 7.5 Place of Meetings. Meetings of the Board of Managers may be held in or outside of the State of Delaware. 7.6 Regular Meetings. Regular meetings of the Board of Managers shall be held not less than semi-annually and may be held at such times and places as the Board of Managers determines by resolution. 7.7 Special Meetings. Special meetings of the Board of Managers may be called by any of the Managers. 7.8 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board of Managers (and the means by which each Manager may participate by conference telephone in accordance with Section 7.10) shall be given to each Manager by mailing it to him at his residence or a usual place of business at least three (3) Business Days before the meeting, or by delivering, telephoning, telegraphing it or sending it by e-mail, facsimile or other electronic transmission to him at least forty-eight (48) hours before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice of any meeting need not be given to any Manager who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken. 7.9 Board Action Without a Meeting. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote, if a majority of the Managers consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolutions, written consents or electronic transmissions of the members of the Board of Managers shall be filed with the minutes of the proceedings of the Board of Managers. 7.10 Participation in Board Meetings by Conference Telephone. Any or all members of the Board of Managers may participate in a meeting of the Board of Managers by means of a conference telephone or other communications equipment allowing all Persons participating in the meeting to hear each other at the same time, and all meetings of the Board of Managers shall


 
23 provide the option for participation by such means. Participation by such means shall constitute presence in Person at the meeting. 7.11 No Power to Bind Company. No Manager shall have the power or authority to bind the Company with respect to any third party or to act on behalf of the Company with respect to any matter, other than pursuant to a resolution duly adopted by the Board of Managers delegating such authority to such Manager. 7.12 Chairman of the Board. The Board of Managers shall elect one of its members to be Chairman of the Board of Managers (the “Chairman”), and the Board of Managers may remove and replace the Chairman. The Chairman shall advise and consult with the Board of Managers and the officers of the Company as to the determination of policies of the Company and shall preside at all meetings of the Board of Managers. 7.13 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Board of Managers herein set forth. 7.14 No Implied Duties. Notwithstanding any other provision of this Agreement, each Member agrees that, to the fullest extent permitted by Section 18-1101(c) of the Act, no Manager, Member, Tax Matters Member or any of their respective Affiliates (including their respective partners, managers, members, shareholders, directors and officers) shall owe any duties at Law or in equity (including fiduciary duties) to the Company or to any Member or Manager (or any other Person), and that the Managers, Members and Tax Matters Member shall only have such obligations expressly set forth in this Agreement. Any fiduciary obligations owed by the Managers, Members and Tax Matters Member to the Company or Members that may otherwise exist under applicable Law are hereby eliminated to the fullest extent permitted under the Act. Notwithstanding the foregoing, nothing herein shall eliminate or limit (i) the express contractual provisions set forth herein or (ii) the implied contractual covenant of good faith and fair dealing, including as relates to the actions of the Board of Managers. 7.15 Officers and Related Persons. The Board of Managers shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties and authority to any such officers, employees, agents and consultants as the Board of Managers deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties. ARTICLE VIII LIABILITY AND INDEMNIFICATION 8.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at Law or in equity, none of the Covered Persons shall be liable to the Company or any Member or any other Person for any act or omission in relation to the Company, or otherwise relating to the Company or its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment


 
24 contemplated hereby or thereby, provided such act or omission does not constitute fraud, willful misconduct or bad faith. 8.2 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it is a Covered Person or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct or bad faith or (ii) any Claim initiated by such Covered Person unless such Claim (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board of Managers. Expenses incurred in defending any Claim by (y) a Member or Manager, or any officer, director, stockholder, partner, member, manager, or Affiliate of any Member or Manager shall be paid by the Company and (z) any other Covered Person may be paid by the Company, but only upon the prior written approval of the Board of Managers, upon such terms and conditions, if any, as the Board of Managers deems appropriate, in each case, in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 8.2. 8.3 Liability of Members. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company. 8.4 Insurance. The Company shall maintain, or cause to be maintained, insurance to the extent and in such amounts as the Board of Managers shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons or entities as the Board of Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. ARTICLE IX REPRESENTATIONS, ACKNOWLEDGMENTS AND COVENANTS 9.1 Representations and Warranties of CFS and CHS. Each of CFS and CHS hereby represents and warrants that:


 
25 (a) it qualifies as an Accredited Investor under the Securities Act; (b) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by hereunder and understands and has taken cognizance of all the risk factors related to the investment in the Membership Interests; (c) it is acquiring the Membership Interests for its own account for investment and not with any view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act; (d) it has the corporate, limited liability company or other power and authority to enter into this Agreement and to perform its obligations hereunder; (e) the execution and delivery by such party of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all requisite corporate or limited liability company, as applicable, action on the part of such party; (f) this Agreement has been duly executed and delivered by all requisite corporate or limited liability company, as applicable, action on the part of such party; (g) this Agreement constitutes legal, valid and binding obligations of the party, enforceable against it in accordance with their terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Law of general application affecting creditors and general principles of equity; and (h) the execution, delivery and performance of this Agreement does not and shall not (A) conflict with, violate or cause a breach of any Contract to which such party is a party or any judgment, order, decree or Law to which such party or its properties is subject or (B) require any consent, authorization, or approval of, or notification or filing with, any shareholder of such party, any third party, or any Governmental Authority pursuant to any Law applicable to such party. 9.2 Representation and Warranty of CFS. CFS hereby represents and warrants that: (a) the Company has or, as of the CHS Financial Closing, shall have, acquired good and valid title to the Assets; and (b) at the CHS Financial Closing, upon making the CHS Capital Contribution, CHS shall acquire good and valid title to the Membership Interests issued by the Company to CHS, which, when issued and paid for by CHS in accordance with this Agreement, shall be duly authorized and validly issued and shall be free and clear of all Liens, other than Liens imposed by this Agreement and federal and state securities Laws. that: 9.3 Acknowledgements. Each of CFS and CHS hereby acknowledges and agrees


 
26 (a) it is not relying upon any information, other than that contained in this Agreement and the results of its own independent investigation; (b) such party’s financial situation is such that it can afford to hold the Membership Interests for an indefinite period of time, has adequate means for providing for its current needs and personal contingencies, and can afford the eventuality that the Membership Interests may ultimately have no value; (c) the future value of the Membership Interests is speculative; (d) the Membership Interests are subject to restrictions on Transfer, as set forth herein and under applicable Law; and (e) the Membership Interests have not been, and shall not be, registered under the Securities Act or applicable state securities Laws. 9.4 Reasonable Best Efforts; and Other Actions. (a) Each of CFS and CHS shall use its reasonable best efforts to take or cause to be taken all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to cause the conditions set forth in Section 5.2 of this Agreement or Section 2 or 3 of the Letter Agreement, as applicable, to be satisfied and to cause the CHS Financial Closing to occur as soon as practicable but in no event earlier than the CHS Closing Date, including using its reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and officials and parties to Contracts with CHS or any of its Affiliates that may be or become necessary for the performance of obligations under this Agreement and the consummation of the CHS Capital Contribution. (b) Each of CFS and CHS shall use its reasonable best efforts to negotiate in good faith the terms of an agreement to be entered into by CHS and CFS prior to the CHS Closing Date, that provides for the swapping of certain products produced by the Company with products produced by CFS or Affiliates of CFS (the “Swap Agreement”), in form and substance to be mutually agreed upon by CFS and CHS. (c) Each of CFS and CHS shall use its reasonable best efforts to negotiate in good faith the terms of an agreement to be entered into by the Company and an Affiliate of CFS prior to the CHS Financial Closing, pursuant to which such Affiliate of CFS shall provide certain corporate overhead and other services relating to the operation of the Company (the “Services Agreement”), in form and substance to be mutually agreed upon by CFS and CHS. (d) Each of CFS and CHS shall use its reasonable best efforts to negotiate in good faith the terms of an agreement (the “Management Agreement”), in form and substance to be mutually agreed upon by CFS and CHS, to be entered into by CFS, CHS and CF Industries Enterprises, Inc. prior to the CHS Financial Closing, pursuant to which CF Industries Enterprises, Inc. shall provide services to each of CFS and CHS relating to their ownership of Membership Interests for an annual fee of $15,000,000 for the first one-year period following the CHS Closing Date, to be adjusted annually thereafter to such amount as is determined by the


 
27 Board of Managers by unanimous vote (giving effect to the discussions between the Parties concerning the amount of the fee relative to the profits and losses of the Company) and as adjusted by the Management Agreement; provided, however, that if the Board of Managers is unable to agree unanimously on the amount of annual fee for any annual period, then the annual fee for the immediately preceding annual period, as increased by the increase in the CPI over the immediately preceding year, shall apply (unless the Company has incurred a Net Loss for the annual period, in which case the annual fee for the preceding period shall not apply, until the Company has a Net Profit for a subsequent annual period, in which case such annual fee for the most recent preceding period for which the Company had a Net Profit shall apply if the Board of Mangers is unable to agree unanimously on the amount of the fee for such annual period). (e) If, at any time during the ten-year period following the CHS Closing Date, the credit rating of CF (or any successor to CF) shall be reduced by 2 of the 3 following ratings agencies to below [***], then, from and after such credit rating reduction until the earlier of (i) the ten-year anniversary of the CHS Closing Date and (ii) such date as the credit rating of CF shall be upgraded to above the foregoing ratings by at least 2 of the 3 major credit rating agencies, CFS shall be required to pay fifty percent (50%) of the premium of any insurance policy or credit default swap procured by CHS with respect to a failure of the Company to pay distributions hereunder or the bankruptcy of insolvency of the Company, CFS, or any of CFS’ Affiliates, in an amount not to exceed [***] per annum. ARTICLE X DISPOSITION OF MEMBERSHIP INTERESTS 10.1 Restriction on Transfers. (a) Except as provided in this Article X, a Member may not Transfer all or any portion of its Membership Interests, or any interest, rights or obligations with respect thereto. (b) Following expiration of the Restricted Period, CHS shall have the right to Transfer all or a Transferable Portion of its Membership Interests to any Person that is not a Competitor, provided, however, that (i) the consideration for such Transfer shall consist solely of cash and (ii) such Transfer shall be subject to the right of first refusal set forth in Section 10.4 hereof. For the avoidance of doubt, such Transfer need not also be coupled with a transfer or assignment of the CHS Supply Agreement. CFS shall not have the right to Transfer all or any portion of its Membership Interest. (c) Any purported Transfer of Membership Interests that does not strictly comply with this Article X shall be null and void ab initio and of no force or effect whatsoever and neither the Company nor any other Member shall recognize such Transfer. The Member purporting to Transfer all or any portion of its Membership Interests in violation of this Article X shall indemnify the Company and the other Members from and against any losses, damages, costs or expenses (including any incremental tax liabilities and attorneys’ fees) resulting from that violation or the enforcement of this indemnity. Nothing in this Agreement shall limit any right or remedy that any Member may have against another Member for an unauthorized Transfer of Membership Interests.


 
28 (d) No Transfer or purported Transfer of Membership Interests, whether in whole or a Transferable Portion, permitted by this Agreement shall be effective, and the Company shall not recognize such a Transfer, unless such Transfer complies with the applicable provisions of this Agreement relating to such Transfer and: (i) such Transfer shall have been made in accordance with all applicable Laws, including compliance with the Securities Act, related rules and regulations and all applicable state blue sky and securities Laws; (ii) such Transfer shall not have caused the Company to be or create a material risk that the Transfer may cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code; (iii) such Transfer shall not have been required to be registered under the Securities Act; (iv) such Transfer shall not have caused the Company to be or create a material risk that the Transfer may cause the Company to be required to register as an “investment company” under the Investment Company Act of 1940, as amended; (v) such Transfer shall have received all governmental consents and regulatory approvals, if any, required for its consummation; (vi) the Member making the Transfer shall have given the Company reasonable advance notice of the Transfer (including as may be required in connection with Section 10.2 or Section 10.4); (vii) all necessary instruments reflecting admission of the Transferee as a Member under this Agreement shall have been filed in each jurisdiction in which such filing is necessary in order (A) to qualify the Company to conduct business or (B) to preserve the limited liability of the Members; and (viii) the Company shall have been furnished with the documents effecting such Transfer executed and acknowledged by both the transferor and Transferee, together with the written agreement of the Transferee (if not already a Member at the time of such Transfer) to become a party to and be bound by the provisions of this Agreement as a Member. (e) Upon request of the Board of Managers, the Member making the Transfer of all or a Transferable Portion of its Membership Interests, or the Person to which such Transfer is made, shall deliver to the Company an opinion of counsel (which counsel shall be reasonably satisfactory to the Board of Managers) with respect to any of the matters set forth in clauses (i) to (iv) of Section 10.1(d) (subject, in each case, to assumptions and qualifications that are customary for the opinions so requested). (f) Any Transferee of all of the Membership Interests issued to CHS at the CHS Financial Closing (including an Affiliate of CHS in accordance with Section 4.2(b)(ii)) in a Transfer that is permitted under, and has satisfied the conditions set forth in, the provisions of


 
29 this Article X shall become a Member in place of the transferring Member with respect to such transferred Membership Interests and be entitled to all of the rights, benefits and privileges of such transferring Member. Any Transferee of a Transferable Portion (but less than all) of the Membership Interests issued to CHS at the CHS Financial Closing (including an Affiliate of CHS in accordance with Section 4.2(b)(ii)) in a Transfer that is permitted under, and has satisfied the conditions set forth in, the provisions of this Article X shall be entitled to the rights, benefits and privileges of such assigned Membership Interests under this Agreement (other than the right to designate a Manager pursuant to Section 7.2 (unless designated by CHS, or its permitted Transferee, in accordance with the terms thereof)). 10.2 Transfer to Affiliates. A Member may Transfer (a “Group Member Transfer”) all or a Transferable Portion of its Membership Interests at any time, and from time to time, whether before or after the expiration of the Restricted Period, without the consent of the Board of Managers or any other Member, to any of its Affiliates (a “Group Member Transferee”), at such Member’s sole discretion. No Transfer by a Member to a Group Member Transferee shall affect the number of Managers that may be appointed by such Member pursuant to this Agreement; provided that if a Group Member Transferee shall acquire all of the Membership Interests of a Member, then such Group Member Transferee shall be substituted for such Member and shall succeed to such Member’s right to appoint Managers. 10.3 Admission of Additional Members. (a) No Person (including a Group Member Transferee) shall be admitted as an Additional Member without compliance with Section 10.1(d). Notwithstanding the foregoing, in no event may a Member Transfer a Transferable Portion of its Membership Interests to a Competitor, whether before or after the Restricted Period. (b) Any Additional Member admitted to the Company shall execute and deliver to the Company and the Members any documents required by Section 10.1(d)(viii). The admission of any Person as an Additional Member shall become effective on the date upon which the name of such Person is recorded on Schedule A. 10.4 Right of First Refusal. (a) Following the expiration of the Restricted Period, but subject to Section 10.1(d), in the event that CHS has received a bona fide cash offer in writing to purchase all or a Transferrable Portion of the Membership Interests of CHS from a Person that is not a Competitor, before CHS may Transfer such Membership Interests, CHS must first comply with the requirements of this Section 10.4 and other applicable provisions of this Article X. (i) CHS, if it plans to accept such offer, shall give written notice (the “Selling Notice”) to the Company and CFS, setting forth the material terms and price of the offer to purchase (which shall be required to be paid in cash) and the name of the Person or Persons making the offer and to whom the Membership Interests are to be sold, and in said notice CHS shall irrevocably offer to sell and transfer to CFS all of the Membership Interests it proposes to sell to such Person (the “Offered Interests”) (which, for the avoidance of doubt, shall not be less than a Transferrable Portion) on the terms


 
30 and at a price equal to the price specified in the Selling Notice plus one percent (1%) (the “Selling Offer”). The preferential right to purchase shall commence upon the date of delivery of the Selling Notice by CHS and shall remain outstanding and be exercisable by CFS for a period of thirty (30) days thereafter. (ii) Upon receipt of the Selling Notice, CFS shall have the irrevocable right to accept the Selling Offer as to all, but not less than all, of the Offered Interests at the price in cash and on the other terms specified in the Selling Notice. The rights of CFS pursuant to this Section 10.4(a) shall be exercisable by delivery of notice to CHS (the “Notice of Exercise”), within the thirty (30)-day exercise period stated in Section 10.4(a)(i). The Notice of Exercise shall state that CFS is willing to purchase the Offered Interests from CHS under the Selling Offer. The rights of CFS pursuant to this Section 10.4(a) shall terminate if unexercised within thirty (30) days after the date of delivery of the Selling Notice). (iii) In the event that CFS exercises its right to purchase all of the Offered Interests in accordance with this Section 10.4(a), then CHS must sell such Offered Interests to CFS (or an Affiliate of CFS designated in writing by CFS) pursuant to the terms of the Selling Notice. (iv) For purposes of this Section 10.4(a), in the event that CFS has failed to deliver the Notice of Exercise hereunder within the specified time period, CFS shall be deemed to have waived its rights with respect thereto on the day immediately following the last day of such period. (b) If (i) all notices required to be given pursuant to Section 10.4(a) have been duly given and (ii) CFS elects not to purchase the Offered Interests pursuant to this Section 10.4 or waives its right to do so, then CHS shall have the right for a period of one hundred eighty (180) days from the date of the expiration of the option period pursuant to Section 10.4(a)(i) with respect to such Selling Offer to sell to the Person(s) identified in the Selling Notice all of the Offered Interests at the price and on the other terms specified in the Selling Notice. In the event that no sale pursuant to the terms of the Selling Offer is consummated within such one hundred eighty (180- day period, then any proposed sale of the Membership Interests by CHS shall again be subject to Section 10.4). (c) The consummation of any purchase and sale pursuant to this Section 10.4 to CFS shall take place on such date, not later than one hundred (180) days after the expiration of the option period pursuant to Section 10.4(a) with respect to such option, as CFS shall select. Upon the consummation of any such purchase and sale, CHS shall assign to CFS (or its designated Affiliate) good and valid title to the Offered Interests free and clear of all Liens, other than Liens imposed by this Agreement and federal and state securities Laws (but with no other representations, warranties, indemnities, or undertakings other than customary representations relating to due authorization, execution, delivery, and enforceability and receipt of all required consents), and shall execute and deliver such documents as may be necessary or appropriate to effect and evidence the transfer of the Offered Interests.


 
31 (d) Prior to the consummation of any sale pursuant to this Section 10.4, the Transferee shall execute and deliver to the Company and the Members any documents required by Section 10.1(d)(viii) but shall otherwise be required to comply with Section 10.1(d). 10.5 Successors. Upon admission of a Transferee of Membership Interests as an Additional Member, such Additional Member shall be treated as having succeeded to the Capital Account (or portion thereof) of the Member who Transferred such Membership Interests to such Additional Member in respect of the Membership Interests so Transferred. ARTICLE XI ACCOUNTING AND RECORDS; CERTAIN TAX MATTERS 11.1 No State Law Partnership; Tax Classification. The Members have formed the Company under the Act, and expressly intend that the Company not be a partnership (including a limited partnership) or joint venture. The Members do not intend to be partners or joint venturers with one another, or with any third party. Notwithstanding the foregoing, the Members intend for the Company to be treated as a partnership for federal income tax purposes under Regulations Section 301.7701-3 and analogous provisions of state and local tax Laws; accordingly, the Board of Managers shall not, and shall cause the Company not to, take any action, or fail to take any action, if the taking of or the failure to take, as the case may be, such action would cause the Company to be treated other than as a partnership for such purposes. CFS, as the original member of the Company, shall make an election pursuant to Regulations Section 301.7701-3(c) for the Company to be treated as an entity disregarded as separate from CFS for federal income tax purposes not later than the CHS Closing Date, with the Company consequently being treated as a partnership for federal income tax purposes as of the CHS Closing Date. 11.2 Books and Records. The Company shall keep or cause to be kept at the office of the Company (or at such other place as the Board of Managers in its discretion shall determine) full and accurate books and records regarding the status of the business and financial condition of the Company. 11.3 Access to Information. (a) The Company shall deliver to each Member audited annual and unaudited quarterly and monthly financial statements of the Company on a reasonably prompt basis after such reports become available, and in any event within sixty (60) days following the end of the Fiscal Year with respect to audited annual financial statements, within twenty-five (25) Business Days following the end of each quarter with respect to the quarterly financial statements, and within twenty (20) Business Days following the end of each month with respect to the monthly financial statements. The Company shall also deliver to each Member within sixty (60) days after the beginning of each Fiscal Year, a copy of the annual budget for the Company. The Company shall also timely deliver to each Member (i) information reasonably requested for the preparation of such Member’s tax return, (ii) the U.S. federal tax returns of the Company for any Fiscal Year in which a Member was a Member of the Company, (iii) information reasonably requested for any Member or its Affiliates to complete its obligations under Law, (iv)


 
32 information reasonably requested concerning the calculation of a Member’s distributions under Article VI, (v) information reasonably requested with respect to satisfaction of the Minimum Production Requirements and Liquidity Facility requirements set forth in Section 5.5. At the reasonable request of CHS, the Company shall permit CHS’s auditors and regulators access to the Company’s auditors and work papers. The Company shall cooperate with the reasonable requests of CHS with respect to obtaining any required auditor consents. Except as provided in this Section 11.3, no Member shall have the right to inspect the books and records of the Company, or to inspect or receive financial information regarding the Company, except as may be determined by the Board of Managers in its sole discretion. For the avoidance of doubt, this Section 11.3 has been adopted by all of the Members in accordance with Section 18-305(g) of the Act, and no Member shall have any rights to inspect or receive information regarding the Company under Section 18-305 of the Act or otherwise, except to the extent expressly provided in this Section 11.3. (b) The Company shall implement information exchange and competitive rules guidelines, as needed, and consistent with the Antitrust Laws. 11.4 Tax Matters Member. CFS is hereby designated as the Company’s “Tax Matters Member” under Section 6231(a)(7) of the Code, and shall have all the powers and responsibilities of such position as provided in the Code. The Tax Matters Member is specifically directed and authorized to take whatever steps are necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under the Regulations issued under the Code. The Tax Matters Member shall cause to be prepared and shall sign all tax returns of the Company, make any tax elections for the Company allowed under the Code or the tax Laws of any state or other jurisdiction having taxing jurisdiction over the Company and monitor any governmental tax authority in any audit that such authority may conduct of the company’s books and records or other documents. ARTICLE XII DISSOLUTION AND WINDING UP 12.1 Dissolution; Liquidating Events. The Company shall be dissolved only upon the determination by all of the Members to dissolve the Company and wind up the affairs of the Company (an “Event of Termination”). No other event, including the retirement, insolvency, liquidation, dissolution, insanity, expulsion, bankruptcy, death, incapacity or adjudication of incompetency of a Member (or any Manager), shall cause the Company to be dissolved; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within ninety (90) days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other Person designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of the last remaining member of the Company. 12.2 Winding-Up.


 
33 (a) In the event that an Event of Termination shall occur, then the Company shall be liquidated and its affairs shall be wound up by the Board of Managers in accordance with Section 18-803 of the Act, and all Membership Interests (and any other interests in the Company, if any) shall be cancelled. The Board of Managers shall be permitted to determine whether to liquidate the Company’s assets or to distribute them in kind to one or more of the Members. The Board of Managers shall be permitted to distribute assets in kind to any one or more Members determined by the Board of Managers, and to distribute cash proceeds to the other Members. Upon a distribution of an asset in kind, such asset shall be deemed to have been sold at its Fair Market Value on the date of such distribution and the proceeds of such sale shall be deemed to have been distributed to the Member(s) receiving such distribution for all purposes of this Agreement. Gain or loss on assets distributed in kind shall be allocated to Capital Accounts in accordance with the provisions of Article VI. Prior to any distribution of assets or proceeds to the Members in connection with the liquidation of the Company or in the event of a Company Sale, payment shall be made (or reasonable provision for such payment shall be made): (i) First, to creditors of the Company that are not Members, in satisfaction of amounts owed by the Company to each such creditor; (ii) Second, to creditors of the Company that are Members, in satisfaction of amounts owed by the Company to each such Member, including all amounts owed by the Company to Members for distributions payable at the time of dissolution pursuant to Section 6.4; (iii) Third, to the Members pro rata in accordance with their then Capital Account balances (taking into account all allocations resulting from the distribution and winding up of the Company’s affairs and assets) until each Member has received an amount equal to its then Capital Account balance; and (iv) Fourth, the balance, if any, 100% to CFS. (b) Upon the completion of the distribution and the winding up of the Company’s affairs and the Company’s assets, the Company shall be terminated and the Members shall cause the Company to execute and file a Certificate of Cancellation in accordance with Section 18-203 of the Act. 12.3 Waiver of Partition. Each Member hereby irrevocably waives, to the fullest extent permitted by Law, any right or power that such Member might have: (a) to cause the Company or any of its assets to be partitioned; (b) to cause the appointment of a receiver for all or any portion of the assets of the Company; (c) to compel any sale of all or any portion of the assets of the Company pursuant to any applicable Law; or


 
34 (d) to file a complaint, or to institute any proceeding at Law or in equity, to cause the termination, dissolution or liquidation of the Company, under Section 18-802 of the Act or otherwise. Each of the Members has been induced to enter into this Agreement in reliance upon the waivers set forth in this Section 12.3, and, without such waivers, no Member would have entered into this Agreement. ARTICLE XIII TERMINATION 13.1 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the CHS Closing Date: (a) by the mutual written agreement of CHS and CFS; (b) by CHS if any of the conditions to closing set forth in Section 5.2(a) shall have become incapable of satisfaction; (c) by CFS if any of the conditions set forth in Section 5.2(b) shall have become incapable of satisfaction; (d) by CHS if (i) the condition set forth in Section 2(a) of the Letter Agreement shall have not been satisfied (or waived by CHS) on or before December 31, 2015 or (ii) the condition set forth in Section 2(b) of the Letter Agreement shall have not been satisfied (or waived by CHS) on or before September 12, 2015; provided, however, that in the event that CFS shall request CHS to seek a private letter ruling pursuant to such Section 2(b) of the Letter Agreement, then CHS shall not have the right to terminate the Agreement pursuant to this Section 13.1(d)(ii) unless and until the Internal Revenue Service has issued a response that does not satisfy the condition set forth in Section 2(b); or (e) by CFS if any of the conditions set forth in Section 3 of the Letter Agreement shall not have been satisfied (or waived by CFS) on or before December 31, 2015. ARTICLE XIV MISCELLANEOUS PROVISIONS 14.1 Amendment to the Agreement. This Agreement may be amended from time to time in the discretion of the Board of Managers without the consent of the Members; provided, however, that any amendment (by merger, consolidation or otherwise) to Sections 3.3, 3.6, 3.7, 3.8, 4.2, 4.3, 4.4, 4.5, 4.9, or Articles V through XIV, or the definition of any defined term used in the Sections or Articles (or Schedules related thereto) requires Member Consent; provided, further, however, that the Board of Managers may amend this Agreement to address the terms and conditions of an admission of an Additional Member and that does not adversely affect the economic rights of other Members.


 
35 14.2 Successors; Counterparts. This Agreement (a) shall be binding as to the legal successors, nominees or representatives of the Members and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart. 14.3 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of Law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act. If it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the Act or other applicable Law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable Law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable terms or provisions. If it shall be determined by a court of competent jurisdiction that any provision relating to the distributions and allocations of the Company or to any expenses payable by the Company is invalid or unenforceable, this Agreement shall be construed or interpreted so as (a) to make it enforceable or valid and (b) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable Law. 14.4 Consent to Jurisdiction. (a) Except for a Member’s right to seek injunctive or other equitable relief, in the event of any dispute arising out of, or relating to, this Agreement or the breach, termination or validity thereof (“Dispute”), the Members agree: first, to submit the Dispute for review by representatives from each Member, who shall meet promptly after the Dispute first arising at a mutually acceptable time, in person, to discuss in good faith and seek resolution of the applicable Dispute, and second, if the foregoing resolution procedure is unsuccessful within forty five (45) days of the first meeting of the applicable representatives, to submit the Dispute for resolution by “mini-trial”, unless they agree that such procedure is inappropriate for the matter in controversy. Such mini-trial shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution (CPR) Mini Trial Agreement for Business Disputes before a panel consisting of an executive with full decision-making authority from each Member and neutral mediator selected jointly by each Member. Limited discovery shall be permitted as agreed by the Members. The mini-trial shall be conducted in New York, New York, at an agreed time, place and date. Arguments may be presented by counsel or others as each Member deems appropriate. Each Member shall have no more than three (3) hours (which may be extended by mutual agreement) to present exhibits, testimonies, summaries of testimony and argument. No recording of the proceeding shall be permitted. The executives may have present and consult with other advisors as deemed appropriate. Such proceeding shall be confidential and, unless a mutually agreeable settlement is reached, no portion of the proceeding shall be binding on either Member or used for any purpose in any subsequent proceeding. If a mutually agreeable settlement is reached, the panel shall prepare or cause to be prepared a written settlement agreement setting forth the terms and conditions of the settlement which shall be executed by each Member and shall be enforceable by, and binding upon, each Member. In the event a mutually agreeable settlement is not reached through use of the mini-trial proceeding or within


 
36 one hundred and twenty (120) days of the initiation of the mini-trial procedure, any Member may initiate legal proceedings in accordance with Section 14.4(b). The neutral mediator shall be disqualified as a witness, consultant or expert in any subsequent proceeding. (b) Subject to Section 14.4(a), each Member hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and if the Court of Chancery of the State of Delaware lacks jurisdiction, another state or federal court located within the State of Delaware), and any appellate court from any thereof, for the resolution of any claim, action or proceeding arising out of or relating to this Agreement, the Company or its business or affairs (or any Membership Interests in the Company), or for recognition or enforcement of any judgment relating thereto, and each Member hereto hereby irrevocably and unconditionally (i) agrees not to assert or commence any claim, action or proceeding in connection with the foregoing except in the Court of Chancery of the State of Delaware (and if the Court of Chancery of the State of Delaware lacks jurisdiction, another state or federal court located within the State of Delaware), (ii) agrees that any claim, action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware (and if the Court of Chancery of the State of Delaware lacks jurisdiction, another state or federal court located within the State of Delaware), and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such claim, action or proceeding in the Court of Chancery of the State of Delaware (and if the Court of Chancery of the State of Delaware lacks jurisdiction, another state or federal court located within the State of Delaware), (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of any such claim, action or proceeding in the Court of Chancery of the State of Delaware (and if the Court of Chancery of the State of Delaware lacks jurisdiction, another state or federal court located within the State of Delaware), and (v) agrees that service of process in any such claim, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Member at its address set forth in Schedule A or at such other address that it shall notify the Company. Each Member hereto whose address is not located within the United States agrees to appoint the Company’s registered agent as its agent for service of process with an address in the State of Delaware. (c) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. Each party hereto (i) certifies that no representative, agent or attorney of any other party hereto has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 14.4. 14.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.


 
37 14.6 Additional Documents. Each Member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement. 14.7 Notices. All notices, requests and other communications to any Member shall be in writing (including electronic mail, facsimile or similar writing) and shall be given to such Member (and any other Person designated by such Member) at its address, electronic mail, or facsimile number set forth in Schedule A hereto or such other address, electronic mail, or facsimile number as such Member may hereafter specify for the purpose by notice. Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified pursuant to this Section 14.7 and the appropriate confirmation is received, (b) if given by mail, seventy-two (72) hours after such communication is received by the other party, or (c) if given by electronic or any other means, when delivered to the address specified pursuant to this Section 14.7. 14.8 Interpretation. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine, or the neuter gender shall include the masculine, feminine and neuter. Any reference in this Agreement to a “Section,” “Exhibit” or “Schedule” refers to the corresponding Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Any reference to a statute is deemed also to refer to any amendments or successor legislation as in effect at the relevant time. Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date. 14.9 Confidentiality. Each Member acknowledges and agrees that it (and any permitted Transferee) has and may in the future receive certain confidential and proprietary information and trade secrets of the Company (collectively, the “Confidential Information”), including, without limitation, confidential information of the Company delivered pursuant to Section 11.3. Except as otherwise consented in writing by the Board of Managers in the case of Company Confidential Information, each Member and each of its permitted Transferees agrees (on behalf of itself, its managers, directors, officers, shareholders, partners, employees, agents and members) that it will not, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, (A) use any Confidential Information for any purpose other than in connection with its ownership of Membership Interests in the Company or (B) disclose Confidential Information to any Person for any reason or purpose whatsoever, except (i) to authorized directors, officers, representatives, agents and employees of the Company or such Member and as otherwise may be proper in the course of performing such Member’s obligations, or enforcing such Member’s rights, under this Agreement and the agreements expressly contemplated hereby, (ii) to any bona fide prospective Transferee pursuant to Article X, provided that such Person agrees to be bound by a form of confidentiality agreement approved by the Board of Managers (which approval shall not be unreasonably delayed or withheld), and (iii) as is required to be disclosed by order of a court of competent


 
38 jurisdiction, administrative body, governmental body, or by subpoena, summons or legal process, or by Law, provided that the Member required to make such disclosure pursuant to this clause (iii) shall provide to the Company prompt written notice of such disclosure to enable the Company to seek an appropriate protective order or confidential treatment with respect to the Confidential Information required to be disclosed and shall use commercially reasonable efforts to obtain, at the request of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed. For purposes of this Section 14.9, the term “Confidential Information” shall not include any information of which (x) such Person learns from a source other than the Company, or any of their respective representatives, employees, agents or other service providers, and in each case who is not known by such Person after reasonable inquiry to be bound by a confidentiality obligation to the Company, (y) at the time of disclosure or thereafter is in or becomes generally available to the public other than as a result of disclosure directly or indirectly by such Person or any of such Person’s Affiliates, employees or representatives, or (z) is the financial statements of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated (unless required by applicable Law) to provide any reports, documents or other information (including, without limitation, pursuant to Section 11.3 to any Person who has breached in any material respect any confidentiality obligation (including, without limitation, this Section 14.9), with respect to the Company. [SIGNATURE PAGE FOLLOWS]


 
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. CF INDUSTRIES NITROGEN, LLC By: /s/ W. Anthony Will Name: W. Anthony Will Title: President and CEO CF INDUSTRIES SALES, LLC By: /s/ W. Anthony Will Name: W. Anthony Will Title: President and CEO CHS INC. By: /s/ Carl Casale Name: Carl Casale Title: President and Chief Executive Officer


 
Exhibit 10.4 CHS ANNUAL VARIABLE PAY PLAN Plan Measurement Period: Fiscal Year 2015 Plan Effective: 9-1-2014 to 8-31-2015 Page 1 PLAN PURPOSE The purpose of the CHS Annual Variable Pay Plan (the Plan) is to provide a direct financial incentive for eligible employees who contribute to the achievement of company and individual business unit financial goals, and CHS Organizational Priorities. The intent of the Plan is to:  Drive strong business performance by providing employees variable pay awards for achieving applicable goals  Create a line of sight for employees to see how their actions affect the achievement of individual, business unit and company performance goals  Provide an opportunity for employees to earn compensation in addition to their base pay PLAN TRIGGER CHS must meet the threshold profitability goal, as identified in the table below, in order for any of the Plan components including business unit and individual goals to pay out. Once threshold performance is met each of the Plan components are measured independently. PLAN GOALS Corporate functions and business units have predetermined goals and weightings which include CHS total earnings, business unit earnings if applicable, and team or individual goals if applicable. The Chief Executive Officer and the Chief Financial Officer establish the Return on Adjusted Equity (ROAE) goals set at threshold, target, and maximum performance levels. ROAE is described further in the attached appendix. The ROAE goals that need to be achieved to meet the three ROAE performance levels are as follows: Performance Level CHS ROAE CHS Profit Description Award as % of Target Maximum 14.0% $826.1M Maximum Performance Goal 200% 12.0% $720.9M 150% Target 10.0% $615.8M Target Performance Goal 100% 9.0% $563.2M 60% Threshold 8.0% $510.6M Minimum Performance Goal 20% *Business unit ROAE goals will vary from company ROAE goals. *Awards are prorated when performance results occur between the three ROAE performance levels. AWARD METHODOLOGY Award opportunities vary by grade level and are expressed as a percent of pay basis. The pay basis for salaried employees is base salary at fiscal year-end (August 31). The pay basis for hourly employees is actual fiscal year earnings (September 1 – August 31) including base pay and overtime earnings. Contact your manager or Human Resources Representative for more information on eligible earnings or the award opportunity for your position. Award opportunity and calculation examples are included in the attached appendix. AWARD PAYMENT Plan awards are determined, approved and issued as soon as administratively feasible following the close of the fiscal year, but in all cases the payment shall be made no later than two and a half months following the year in which it was earned. Awards are distributed through the same process as paycheck or paycheck notifications. All payments are subject to appropriate withholdings.


 
CHS ANNUAL VARIABLE PAY PLAN Fiscal Year 2015 Page 2 ADMINISTRATION The Chief Financial Officer and Senior Vice President of Human Resources administer the Plan. The Plan Administrators are authorized to make all decisions as required in the administration of the Plan and to exercise their discretion to define, interpret, construe and apply plan provisions, approve, administer, withdraw, and make any exceptions to the terms of the Plan. ELIGIBILITY  Employees must have a hire or transfer date to an eligible position on or before August 1 of the fiscal year.  Employees must be in an eligible non-union position, and categorized as a full time or part time regularly scheduled employee. Contact your manager or Human Resources Representative for more information on position eligibility.  Employees who become eligible throughout the fiscal year are prorated by the number of days worked in an eligible position during the fiscal year.  Employees must actively work a minimum of 30 days throughout the fiscal year.  Employees must be employed and actively working on August 31, or have a status of retirement (defined as age 55 and 10 years credited service or age 65), disability, leave of absence, or deceased.  Paid Time Off (PTO, floating holidays, etc.) does not constitute “employment” at the end of the fiscal year. Employees must be actively working on or after August 31 in order to be eligible for an award.  Employees covered through other types of bonus, commission, or incentive plans are not eligible to participate in the CHS Annual Variable Pay Plan unless approved by the Plan Administrators.  Employees may forfeit their eligibility for an award for the entire fiscal year if it is determined that they have failed to meet job performance criteria and standards, which includes but is not limited to documented performance issues, acts of misconduct, dishonesty or violation of CHS policies and procedures. Any award forfeitures must be reviewed with your Human Resources Representative.  The following status table outlines how awards are prorated when a change in status occurs: Status Category Period of Time Included Period of Time Excluded Deceased Days actually worked Days beyond last day worked Full Time Days actually worked Days of ineligible status Leave of Absence First 90 days (discretionary Requires Human Resources approval) Days beyond 90 days Long Term Disability Days actually worked Days on LTD Military Leave First 90 days Days beyond 90 days Part Time Days actually worked Days of ineligible status Position Elimination Days actually worked (discretionary Requires Human Resources approval) Days beyond last day worked Retirement (defined as age 55 and 10 years Credited Service or age 65) Days actually worked Days beyond last day worked Separation (Break in Service) Days actually worked before and after separation if employee returns before 90 days Days actually worked prior to and during separation if employee returns after 90 days Short Term Disability (including FMLA) First 90 days Days beyond 90 days Temp/Seasonal Not eligible Days as Temp/Seasonal Worker’s Compensation First 90 days Days beyond 90 days CHS reserves the right to change or cancel this plan at any time. The CEO has the authority to make adjustments based on extraordinary business conditions. This document does not intend to create an employment contract or provide a guarantee of continued employment. Contact your manager or Human Resources Representative for more information on the CHS Annual Variable Pay Plan. There is no vested right to any payment prior to the award determination and the CHS Annual Variable Pay Plan does not give rise to any vested right to future payments.


 
APPENDIX CHS ANNUAL VARIABLE PAY PLAN Fiscal Year 2015 Page 3 RETURN ON ADJUSTED EQUITY ROAE (percentage determined by dividing adjusted year- end earnings by adjusted beginning year equity) = Adjusted Year-End Earnings (forecasted earnings minus preferred stock dividends) Adjusted Beginning Year Equity (beginning year equity minus preferred stock) *Equity is the difference between total assets and total liabilities in the balance sheet. AWARD OPPORTUNITY EXAMPLE The example below illustrates threshold, target, and maximum award opportunities for an employee with a pay basis of $60,000 and a target award opportunity of 5% and maximum award opportunity of 10%. Contact your manager or Human Resources Representative for more information on award calculations. Performance Level Award Opportunity as % of Base Pay Award Opportunity Calculation Award Opportunity Amount Maximum 10% $60,000 x 10% $6,000 Target 5% $60,000 x 5% $3,000 Threshold 1% $60,000 x 1% $600 *Award opportunities are prorated when performance results occur between the three performance levels. *Business unit and team or individual goals will vary from company goals. AWARD CALCULATION EXAMPLE The following is an example of an award calculation for the above participant with $60,000 pay basis, a target award potential of 5.0% ($3,000) and maximum award potential of 10% ($6,000). Performance Goals Goal Weighting Target Award X Performance Against Target = Goal/ Award Result CHS ROAE/Profitability 30% $900 X 150% = $1,350 Business Unit Performance 40% $1,200 X 110% = $1,320 Individual Performance 30% $900 X 175% = $1,575 Totals 100% $3,000 $4,245


 
Exhibit 10.5 LONG-TERM INCENTIVE PLAN Plan XIII (2013 – 2015) Purpose and Objective Our mission at CHS is to improve company profitability and shareholder value. The CHS Long-Term Incentive Plan is provided to executives and key employees who can have influence on long-term business success. The objectives of this Plan are to:  Link a component of the participants’ pay with long-term business performance  Encourage executives to provide competitive returns to our shareholders’ equity over the long term  Maintain a competitive pay element  Retain key executives and employees Plan Name and Effective Date The name of this Plan is CHS Long-Term Incentive Plan, Plan XIII. This is a three (3) year performance plan, effective from September 1, 2012 through August 31, 2015. New three year performance periods begin each fiscal year. Therefore, there are three plans in operation concurrently as illustrated below. Performance Measurement The CEO and the CFO establish the company Return on Adjusted Equity (ROAE) threshold, target, maximum and superior performance levels. These levels are approved by the Board of Directors. CHS must meet the established ROAE threshold level before participants can receive awards from this Plan. The following chart includes Plan XIII’s established ROAE measures and the required Net Income to reach each ROAE level. ‘000S excluded THRESHOLD LEVEL TARGET LEVEL MAXIMUM LEVEL SUPERIOR PERFORMANCE LEVEL Return On Adjusted Equity 8.0% 10.0% 14.0% 20.0% Three Year 2013-2015 Net Income Required to Achieve ROAE $1,275,522 $1,559,644 $2,127,890 $2,980,259 Award Opportunities and Calculation The award opportunity potential is expressed as a percentage of each participant’s average salary over the three- year Plan period. The award opportunity percent varies by position and grade level. The salary and percent opportunity used to calculate the award are based on status as of August 31st of each of the plan years. Awards for new participants will be pro-rated based upon full month(s) participation out of the 36 month plan performance period. 2013 2014 2015 2016 2017 2013‐2015 Plan 2014‐2016 Plan 2015‐2017 Plan


 
Final 11-10-14 Page 2 Eligibility Participants are nominated by members of the CHS Senior Leadership team (“SLT”), and must be approved by the SLT. The SLT shall review and approve any potential participants, and grant approval for continuation for all new and current participants on an annual basis. Participants may forfeit their eligibility for an award for the entire three-year plan period if it is determined that they have failed to meet job performance criteria and standards, which includes but is not limited to Needs Improvement performance rating, acts of misconduct, dishonesty or violation of CHS policies and procedures. Any award forfeitures must be approved by the CEO and plan administrators. Plan Accrual, Award and Vesting While this plan is in operation it has the potential to be running concurrently with two other three-year plans. Provisions have been made to spread awards out among concurrent plans to ensure that no plan is overly influenced by a single year’s performance. The following chart provides a hypothetical example to demonstrate a typical performance/measurement period, award, and vesting schedule. This example shows that Plan XIII is accrued based on Fiscal Year 2013–2015 performance, and awarded in November of 2015. Funds are vested 1/3 each year, beginning January 2016, and are subject to the provisions of the CHS Deferred Compensation Plan. Administration The CFO and Senior Vice President of Human Resources administer this Plan. The Plan Administrators will:  Communicate plan design to participants  Review and report the results of each Plan  Ensure accurate and timely distribution of awards Award Approval Process At the conclusion of the Plan period, the CFO and Senior Vice President of Human Resources will prepare a report summarizing CHS performance results against the established Plan, which shall determine individual awards, and communicate your personal LTI award. After the completion of the annual company financial audit, Long Term Incentive Awards are credited to your CHS Deferred Compensation Plan account and are subject to the operating rules of the CHS Deferred Compensation Plan. Note: Awards for achieving results from 8% ROAE through 20% ROAE will be contributed to the CHS Deferred Compensation plan. However, due to IRC section 409A rules, award deferrals must be handled as follows: ‐ Awards earned for results up to 14% ROAE can be deferred as the participant chooses Fiscal Plan Period Year 2013 2014 2015 2016 1/3 $80,000 $80,000 Jan-16 2017 1/3 $80,000 1/3 $80,000 $160,000 Jan-17 2018 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-18 2019 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-19 2020 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-20 2021 1/3 $80,000 1/3 $80,000 *$240,000 Jan-21 2022 1/3 $80,000 *$240,000 Jan-22 Total Award* Award Contribution to DCP 2013-2015 2017-2019 Plan Measurement Period $240,000 Vested Funds Per Year Vesting Dates 2016-2018 $240,000 $240,000 *Assumes subsequent plans pay out at $240,000 2015-2017 Plan Measurement Period November 2015 November 2016 November 2017 November 2018 2014-2016 $240,000 November 2019 Plan Measurement Period Plan Measurement Period Plan Measurement Period $240,000


 
Final 11-10-14 Page 3 ‐ Awards earned for results beyond 14% ROAE will be paid to the participant in cash when the award is fully vested in January 2018. The table below provides an illustration. DISTRIBUTION ELECTIONS PER 409A RULES Award Attributable to Award Attributable to >14% ROAE Award Level 8% ROAE 10% ROAE 14% ROAE Plan 2013-2015 Participant Makes Distribution Elections Award Deferred to Full Vesting Date - 1-1-18 And Paid in Cash Plan 2014-2016 Participant Makes Distribution Elections Note: Beginning with the 2014-2016 Plan you will be able to make distribution elections on your entire award. Effect on Change in Employment Status New Participants Participants must be in a plan a minimum of six months in order to be eligible for an award. Awards for new participants will be pro-rated based upon full month(s) participation out of the 36 month plan performance period. Employees who are approved and enroll in the CHS Deferred Compensation Plan by the last day in February will have awards directed to the CHS Deferred Compensation Plan, and are subject to terms of the plan. Participants approved after this date will begin participation in the CHS Deferred Compensation Plan September first of the following fiscal year. Retirement, Death or Permanent Disability Current Plan in Operation: Participants who retire (defined as age 55 and 10 years Credited Service or age 65 as defined by CHS Deferred Compensation Plan rules), die or become permanently disabled during a plan period will receive any potential award for the plan period prorated by the number of full month(s) of participation in the 36 month plan performance period. Participants must be in a plan a minimum of six months in order to be eligible for an award. The pro-rated award will be determined and processed after the conclusion of the plan period in accordance with normal plan procedures. This award will immediately vest and will be subject to the provisions of the CHS Deferred Compensation Plan. Previous Plan(s): Participants who retire (defined as age 55 and 10 years Credited Service or age 65 as defined by CHS Deferred Compensation Plan rules), die or become permanently disabled will receive all earned, yet unvested, awards from previous plan(s), as they will immediately vest. All awards remain subject to the provisions of the CHS Deferred Compensation Plan. Termination Participants who terminate, or are terminated during the term of the Plan, will forfeit all rights to un-awarded plan benefits and any non-vested awards being held in the CHS Deferred Compensation Plan. Vested awards are subject to the provisions of the CHS Deferred Compensation Plan. Non-Recurring Events Non-recurring business events, which have a substantial impact on CHS financial results during the Plan period, may be excluded from the calculations for determining awards. Such events could include major gains or losses from acquisitions (including planned short-term losses), divestitures, lawsuits, significant business write-offs, casualty losses, or a sale of assets. Amounts to be excluded will be determined by the CEO and CFO, and approved by the Board of Directors. Amendments or Termination of Plan During the course of any three year plan, CHS may amend or terminate this Plan without prior notification or the consent of the participants. Once the three year measurement period is completed and audited, awards cannot be modified or terminated. Nothing in this plan can be interpreted as a contract for employment, continued employment or continued participation in the CHS Long Term Incentive Plan, or in any other CHS compensation or benefit program.


 

Exhibit 10.12D


CHS INC.

AMENDMENT NO. 4 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

As of June 9, 2011

To the Noteholders (as defined below)

Ladies and Gentlemen:

CHS Inc., formerly known as Cenex Harvest States Cooperatives (hereinafter, together with its successors and assigns, the "Company"), agrees with you as follows:

1.
PRELIMINARY STATEMENTS.

1.1
Note Issuances, etc.

Pursuant to that certain Note Purchase and Private Shelf Agreement dated as of April 13, 2004, as amended by that certain Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007, that certain Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008 and that certain Amendment No. 3 to Note Purchase and Private Shelf Agreement effective as of November 1, 2010, (as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the "Existing Note Agreement", and as amended by this Amendment Agreement (as defined below) and as may be further amended, restated or otherwise modified from time to time, the "Note Agreement"), the Company issued, sold and has outstanding (a) Fifty Million Dollars ($50,000,000) in aggregate principal amount of its 5.78% Senior Series J Notes due February 18, 2018 (as amended, restated or otherwise modified from time to time as of the date hereof, the "Series J Notes") and (b) One Hundred Million Dollars ($100,000,000) in aggregate principal amount of its 4.00% Senior Series K Notes due November 23, 2020 (as amended, restated or otherwise modified from time to time as of the date hereof, the "Series K Notes" and together with the Series J Notes, collectively, the "Notes"). The register for the registration and transfer of the Notes indicates that the parties named in Annex 1 (the "Noteholders") to this Amendment No. 4 to Note Purchase and Private Shelf Agreement (the "Amendment Agreement") are currently the holders of the entire outstanding principal amount of the Notes.

2.
DEFINED TERMS.

Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Existing Note Agreement.

3.
AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

Subject to Section 5 of this Amendment Agreement, the Required Holders and the Company hereby agree to each of the amendments to the Existing Note Agreement as provided for by this Amendment Agreement and specified in Exhibit A. Such amendments are referred to herein, collectively, as the "Amendments".






4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce you to enter into this Amendment Agreement and to consent to the Amendments, the Company represents and warrants as follows:

4.1
Organization, Power and Authority, etc.

The Company has all requisite corporate power and authority to enter into and perform its obligations under this Amendment Agreement.

4.2
Legal Validity.

The execution and delivery of this Amendment Agreement by the Company and compliance by the Company with its obligations hereunder and under the Note Agreement: (a) are within the corporate powers of the Company; and (b) do not violate or result in any breach of, constitute a default under, or result in the creation of any Lien upon any property of the Company under the provisions of: (i) its charter documents; (ii) any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to either the Company or its property; or (iii) any agreement or instrument to which the Company is a party or by which the Company or any of its property may be bound or any statute or other rule or regulation of any Governmental Authority applicable to the Company or its property.

This Amendment Agreement has been duly authorized by all necessary action on the part of the Company, has been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3
No Defaults.

No event has occurred and no condition exists that: (a) would constitute a Default or an Event of Default or (b) could reasonably be expected to have a Material Adverse Effect.

4.4
Disclosure.

This Amendment Agreement and the documents, certificates or other writings delivered to the Noteholders by or on behalf of the Company in connection therewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to the Noteholders by or on behalf of the Company specifically for use in connection with the transactions contemplated by this Amendment Agreement.

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5.
EFFECTIVENESS OF AMENDMENTS.

The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the "Effective Date"):

5.1
Execution and Delivery of this Amendment Agreement.

The Company and the Required Holders shall have executed and delivered this Amendment Agreement.

5.2
Representations and Warranties True.

The representations and warranties set forth in Section 4 shall be true and correct on such date in all respects.

5.3
Authorization.

The Company shall have authorized, by all necessary action, the execution, delivery and performance of all documents, agreements and certificates in connection with this Amendment Agreement.

5.4
Amendment to 1998 Note Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Agreement, dated as of June 19, 1998, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer, such amendment to be in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived.

5.5
Amendment to 2002 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Amendment No. 1 to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 18, 2002, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer, such amendment to be in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived.

5.6
Amendment to 2004 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Amendment No. 1 to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of September 21, 2004, together with each of the other



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instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer, such amendment to be in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived.

5.7
Amendment to 2007 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Amendment No. 1 to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 4, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer, such amendment to be in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived.

5.8
Special Counsel Fees.

The Company shall have paid the reasonable fees and disbursements of Noteholders' special counsel in accordance with Section 6 below.

5.9
Proceedings Satisfactory.

All proceedings taken in connection with this Amendment Agreement and all documents and papers relating thereto shall be satisfactory to the Noteholders signatory hereto and their special counsel, and such Noteholders and their special counsel shall have received copies of such documents and papers as they or their special counsel may reasonably request in connection herewith.

6.
EXPENSES.

Whether or not the Amendments become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs of your special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related thereto. Nothing in this Section shall limit the Company's obligations pursuant to Paragraph 1IB of the Existing Note Agreement.

7.
MISCELLANEOUS.

7.1
Part of Existing Note Agreement; Future References, etc.

This Amendment Agreement shall be construed in connection with and as a part of the Note Agreement and, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Note Agreement without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.

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7.2
Counterparts, Facsimiles.

This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Amendment Agreement.

7.3
Governing Law.

THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally left blank. Next page is signature page.]





































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If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the accompanying counterpart of this Amendment Agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company.



Very truly yours,

CHS INC.


By: s/David A. Kastelic             
Name: David A. Kastelic
Title: Executive Vice President and
Chief Financial Officer

[Signature page to Amendment No. 4 to Note Purchase and Private Shelf Agreement dates as of April 13, 2004 - CHS]


The foregoing Amendment Agreement is hereby accepted as of the date first above written. By its execution below, each of the undersigned represents that it is the owner of one or more of the Notes and is authorized to enter into this Amendment Agreement in respect thereof.


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



By:      s/Anthony Coletta                 
Name:      Anthony Coletta
Title:      Vice President


PRUCO LIFE INSURANCE COMPANY


By:      s/Anthony Coletta                 
Name:      Anthony Coletta
Title:      Vice President



PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      Prudential Investment Management, Inc.,
As investment manager



By:      s/Anthony Coletta                 
Name:      Anthony Coletta
Title:      Vice President



MODERN WOODMEN OF AMERICA
By:
Prudential Private Placement Investors, L.P., as Investment Advisor
By:      Prudential Private Placement Investors, Inc.,
as its General Partner


By:      s/Anthony Coletta                 
Name:      Anthony Coletta
Title:      Vice President



[Signature page to Amendment No. 4 to Note Purchase and Private Shelf Agreement dates as of April 13, 2004 - CHS]


Annex 1
Noteholders
The Prudential Insurance Company of America
Pruco Life Insurance Company
Prudential Retirement Insurance and Annuity Company
Modem Woodmen of America


Annex 1-1




EXHIBIT A

AMENDMENTS

(a) Paragraph 6C - Priority Debt. Paragraph 6C of the Existing Note Agreement is hereby amended and restated to read as follows:

"6C. Priority Debt.

(i) The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, issue, incur or assume any Priority Debt if after giving effect thereto the aggregate outstanding principal amount of all Priority Debt would exceed 20% of Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.

(ii) The Company will not at any time permit any Subsidiary to guaranty, become a co-borrower or otherwise become obligated in respect of any Debt owing under any Primary Bank Facility unless contemporaneously such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes, in each case pursuant to documentation in form and substance reasonably satisfactory to the Required Holders."

(b) Paragraph 6D - Liens. Paragraph 6D of the Existing Note Agreement is hereby amended by deleting "and" from the end of clause (ix), deleting clause (x) and the final sentence of such Paragraph and inserting new clauses (x) and (xi) and a new final sentence of such Paragraph all to read as follows:

"(x) Liens consisting of the cash collateralization of reimbursement obligations in an aggregate amount not to exceed $200,000,000 in respect of letters of credit required to be pledged because the expiry date of such letters of credit occurs later than the maturity date of the lending facility under which such letters of credit were issued, but only to the extent and for so long as no Default or Event of Default has occurred and is continuing and no "potential default" or "event of default" has occurred and is continuing under and as defined in such lending facility; and

(xi) Liens not otherwise permitted under clause (i) through (x) of this paragraph 6D securing Debt, provided that the existence, creation, issuance, incurrence or assumption of such Debt is permitted under paragraphs 6B(2), 6B(3) and 6C hereof.

If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of clauses (i) through
(xi) of this paragraph 6D (but including any Liens in respect of the Primary Bank Facility whether or not permitted by clauses (i) - (xi) of this paragraph 6D (but excluding clause (x)), it will make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders (including intercreditor arrangements providing for the pari passu treatment of the Notes

1



and all such secured Debt) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable Jaw, of an equitable Lien on such property. For the avoidance of doubt, the Company acknowledges that it will not, and will not permit any Subsidiary to, secure or grant any Liens in respect of the Primary Bank Facility (other than Liens permitted by clause (x) of this paragraph 6D), unless an equal and ratable Lien is granted in respect of the Notes."

(c) Paragraph 6E - Merger and Consolidation.     Paragraph 6E of the Existing Note Agreement is hereby amended and restated to read as follows:

"6E. Merger and Consolidation. The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, except that:

(i) any Subsidiary of the Company may consolidate with, or merge into, the Company or any Wholly-Owned Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; and

(ii) the Company may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if

(a) the successor formed by such consolidation or the survivor of such merger (the "Surviving Corporation"), is a solvent corporation organized under the laws of the United States of America or any State thereof (including the District of Columbia),

(b) if the Company is not the Surviving Corporation, (A) the Surviving Corporation shall have executed and delivered to each holder of the Notes its written assumption of the due and punctual performance and payment of each covenant and condition of the Company in this Agreement and the Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (B) the Company shall have caused to be delivered to each holder of the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and

(c)
immediately after giving effect to such transaction,

(x)    no Default or Event of Default shall exist, and

(y)    the    Surviving    Corporation    and    its    Subsidiaries    are permitted to incur at least $1.00 of additional Funded Debt under the

2



provisions of paragraph 6B(2) and 6B(3) and at least $1.00 of additional Priority Debt under the provisions of paragraph 6C, and

(iii) CoFina may transfer CoFina Loan Assets to a Wholly-Owned Subsidiary in the ordinary course of business.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this paragraph 6E from its liability under this Agreement or the Notes."

(d)      Paragraph 11 - Miscellaneous.      Paragraph 11 of the Existing Note Agreement is hereby amended by adding a new Paragraph 11 R to read as follows:

"11R. Accounting Terms.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with generally accepted accounting principles as in effect from time to time in the United States of America. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with generally accepted accounting principles, and (ii) all financial statements shall be prepared in accordance with generally accepted accounting principles. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Debt using fair value (as permitted by FASB ASC 825-10-25 - Fair Value Option (formerly known as FASB 159) or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Notwithstanding the foregoing, if the Company notifies the holders of Notes that, in Company's reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders' reasonable opinion, as a result of a change in generally accepted accounting principles after the Fourth Amendment Effective Date, any covenant contained in paragraphs 6B(2), 6B(3), 6C, 6D, 6E or 6F, or any of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than as at the date of this Agreement, the Company shall negotiate in good faith with the holders of Notes to make any necessary adjustments to such covenant or defined term to provide the holders of the Notes with substantially the same protection as such covenant provided prior to the relevant change in generally accepted accounting principles. Until the Company and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, (i) the covenants contained in paragraphs 6B(2), 6B(3), 6C, 6D, 6E and 6F, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined on the basis of generally accepted accounting principles in effect at the date of this Agreement and (ii) each set of financial statements delivered to holders of Notes pursuant to paragraph 5A(i) or (ii) during such time shall include detailed reconciliations reasonably satisfactory to the Required Holders as to the effect of such change in generally accepted accounting principles."

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(e) Paragraph 10B - Other Terms. The definitions of "Debt" and "Priority Debt" appearing in Paragraph 10B of the Existing Note Agreement are each hereby amended and restated to read as follows:

'"'Debt" means with respect to any Person

(i) all obligations of such Person for borrowed money (including all obligations for borrowed money secured by any Lien with respect to any property owned by such Person whether or not such Person has assumed or otherwise become liable for such obligations),

(ii) all obligations of such Person for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to such property),

(iii)
all Capitalized Lease Obligations of such Person,

(iv) the aggregate amount of CoFina Loan Assets subject to a sale or financing arrangement, and

(v) all Guarantees of such Person with respect to liabilities of the type described in clause (i), (ii), (iii) or (iv) of any other Person,

provided that (a) Debt of a Subsidiary of the Company shall exclude such obligations and Guarantees of such Subsidiary if owed or guaranteed by such Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company, (b) Debt of the Company shall exclude such obligations and Guarantees if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and (c) Debt of the Company shall exclude any unfunded obligations which may exist now and in the future in the Company's pension plans."

""Priority Debt" means, at any time, without duplication, the sum of

(i) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on any property of the Company or any Subsidiary (other than Debt secured only by Liens permitted under clauses (i) through (x) of paragraph 6D); provided that any CoFina Debt in an aggregate amount not to exceed $500,000,000 secured by any Lien on any CoFina Loan Asset, will not be deemed to constitute Priority Debt, plus

(b)    all Funded Debt of Subsidiaries of the Company."

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(f) Paragraph 10B - Definitions of CoFina Debt, CoFina Loan Assets and Fourth Amendment Effective Date. The following definitions are hereby added to Paragraph 10B of the Existing Note Agreement in their proper alphabetical order to read as follows:

""CoFina" means collectively, Cofina Financial, LLC, and each of its Subsidiaries."

""CoFina Debt" means, on any date of determination, Debt owing by CoFina in connection with the sale or financing of CoFina Loan Assets and in respect of which neither the Company nor any of its other Subsidiaries has any obligation (including, without limitation, any indemnification obligation) or liability."

""CoFina Loan Assets" means loan assets owned and loan commitments made by CoFina or a Wholly-Owned Subsidiary in the ordinary course of business."

""Fourth Amendment Effective Date" means, the "Effective Date" as defined in Amendment No. 4 to Note Purchase and Private Shelf Agreement between the Company and the holders of the Notes dated June 9, 2011."

""Governmental Authority" means

(i) the government of

(a) the United States of America or any State or other political subdivision thereof, or

(b) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government."

""Material Adverse Effect" means a material adverse effect on (i) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement and the Notes, or (iii) the validity or enforceability of this Agreement or the Notes."


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Exhibit 10.12E
AMENDMENT NO. 5
TO
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

THIS AMENDMENT No. 5 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of December 21, 2012 (this "Amendment"), is made to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (as amended pursuant to Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007, Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008, Amendment No. 3 to Note Purchase and Private Shelf Agreement effective as of November 1, 2010 and Amendment No. 4 to Note Purchase and Private Shelf Agreement dated as of June 9, 2011, the "Note Agreement") among CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a nonstock agricultural cooperative organized under the laws of the State of Minnesota (the "Company"), on one hand, and Prudential Investment Management, Inc., ("Prudential"), The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company, Modem Woodmen of America and each Prudential Affiliate which becomes party thereto in accordance with the terms of such agreement, on the other hand. The amendments to the Note Agreement made pursuant to this Amendment shall be effective as of the time determined in accordance with in Section 9 below.

WHEREAS, the Company has requested that the holders of the Notes agree to certain amendments to the Note Agreement as set forth below; and

WHEREAS, the Company and holders of the Notes signing this Amendment desire to amend the Note Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:

1. Definitions . Capitalized terms used herein without definition shall have the definition given to them in the Note Agreement if defined therein.

2. Uncommitted Facility . The Company and Prudential expressly agree and acknowledge that, as of the date hereof, and after giving effect to the amendments to the Note Agreement made by this Amendment, (i) the Available Facility Amount is $300,000,000 and (ii) CHS Exposure is $265,300,000, including $20,000,000 aggregate principal amount of notes to be purchased from Hartford Financial in early January, 2013 (the "Harford Purchase"). Therefore, as of the date hereof, and giving pro forma effect to the Hartford Purchase, the maximum aggregate principal amount of Shelf Notes the Company may request is $184,700,000. NOTWITHSTANDING THE FOREGOING, THIS AMENDMENT AND THE NOTE AGREEMENT HAVE BEEN ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.





3. Facility Amount. The cover page of the Note Agreement and paragraph IB of the Note Agreement are each amended to change the amount of "$150,000,000" appearing thereto to the amount of "$450,000,000".

4. Amendment to Paragraph 2B(l) . Paragraph 2B(l) of the Note Agreement is renumbered as paragraph 2B(l )(i) and is amended and restated in its entirety to read as set forth below, and new paragraph 2B(l)(ii) is added to the Note Agreement, such paragraph 2B(l )(ii) to read as set forth below:

"2B(l)(i). Facility . Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the " Facility ". At any time (without limiting paragraph 2B(l)(ii)), the " Available Facility Amount " shall mean $450,000,000, minus the aggregate outstanding and unpaid principal amount of the Shelf Notes on the Amendment No. 5 Effective Date (which the Company and Prudential acknowledge and agree was $150,000,000), minus the aggregate outstanding and unpaid principal amount of Shelf Notes purchased and sold pursuant to this Agreement after the Amendment No. 5 Effective Date and prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

2B(l)(ii). Limitation on Facility . Notwithstanding anything in paragraph 2B(l )(i), the Company may not request the issuance of Shelf Notes, and neither Prudential nor any other Prudential Affiliate shall be required to purchase Shelf Notes pursuant to the Facility if, after the issuance of such Shelf Notes, the aggregate amount of the CHS Exposure would exceed $450,000,000."

5. Amendment to Paragraph 2B(2) . Paragraph 2B(2) of the Note Agreement is amended to delete in its entirety clause (i) thereof and to substitute therefor the following: "(i) December 21, 2015,".

2





6. Amendment to Paragraph 10B. Paragraph l OB of the Note Agreement is amended by adding the following definitions thereto in proper alphabetical location:

"Amendment No. 5 Effective Date" shall mean the "Effective Date", as defined in Amendment No. 5 to this Agreement.

"CHS Exposure" means, at any time, the aggregate principal amount of
(i) Notes outstanding at such time held by Prudential Affiliates, (ii) Accepted Notes which Prudential Affiliates have agreed to purchase but which have not been purchased at such time, and (iii) any other Debt of the Company or any of its Subsidiaries owed to any Prudential Affiliates.

7. Structuring Fee. In consideration of the time, effort and expense involved in the preparation, negotiation and execution of this Amendment, at the time of the execution and delivery of this Amendment by the Company, Prudential and the Required Holders, the Company will pay to Prudential or at the direction of Prudential by wire transfer of immediately available funds a structuring fee in the amount of $50,000.00.

8. Company Representations. The Company hereby represents and warrants that this Amendment has been duly authorized, executed and delivered by it and all necessary or required consents to and approvals of this Amendment have been obtained and are in full force and effect, and that, both before and after giving effect to this Amendment, (a) each representation and warranty set forth in paragraph 8 of the Note Agreement is true and correct as of the date of execution and delivery of this Amendment by the Company with the same effect as if made on such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date), and (b) no Default or Event of Default has occurred and is continuing under the Note Agreement.

9. Effective Date. This Amendment shall become effective on the date (the "Effective Date") that each of the following conditions has been satisfied:

9.1 Documents . Prudential and each holder of a Note shall have received original counterparts of this Amendment executed by the Company, Prudential and the Required Holders.

9.2 Representations . All representations set forth m Section 8 of this Amendment shall be true and correct as of the Effective Date.

9.3 Structuring Fee . Prudential shall have received payment of the structuring fee referred to in Section 7.

9.4 Proceedings . All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this Amendment shall be satisfactory to Prudential and each holder of a Note and its counsel, and Prudential and each holder of a Note shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

3




10. General Provisions. The Note Agreement, except as expressly modified herein, shall continue in full force and effect and shall continue to be binding upon the parties thereto. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Prudential or any holder of a Note under the Note Agreement, nor constitute a waiver of any provision of the Note Agreement. The execution, delivery and effectiveness of this Amendment shall not be construed as a course of dealing or other implication that Prudential or any holder of the Notes has agreed to or is prepared to grant any amendment to, waiver of or consent under the Note Agreement or any Note in the future, whether or not under similar circumstances.

11. Reference to and Effect on Note Agreement. Upon the effectiveness of this Amendment, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement as modified by this Amendment.

12. Expenses. The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by Prudential all reasonable out-of-pocket costs and expenses, including attorneys' fees and expenses, incurred by Prudential or the holders of the Notes in connection with this Amendment or the transactions contemplated hereby, in enforcing any rights under this Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Amendment or the transactions contemplated hereby. The obligations of the Company under this Section 12 shall survive transfer by any holder of any Note and payment of any Note.

13. Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Illinois.

14. Counterparts. This Amendment may be executed in any number of counterparts and by different parties to this Amendment in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telefax or electronic copies of documents or signature pages bearing original signatures, and executed documents or signature pages delivered by telefax or electronic transmission, shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[Remainder of Page Intentionally Blank]

4




IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 3 to Note Purchase and Private Shelf Agreement to be executed by their duly authorized officers effective as of the Effective Date.

COMPANY:
CHS INC.

By: /s/ David A. Kastelic
Name: David A. Kastelic
Title:      Exec. VP & CFO



PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By:     _______________________    
Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:     _______________________    
Vice President

PRUCO LIFE INSURANCE COMPANY

By:     _______________________    
Vice President

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By:
Prudential Investment Management, Inc., as investment manager

By:     _______________________    
Vice President

MODERN WOODMEN OF AMERICA

By:
Prudential Private Placement Investors, L.P. (as Investment Advisor)

By:
Prudential Private Placement Investors, Inc. (as its General Partners)


By:     _______________________    

5


Exhibit 10.45A
AMENDMENT NO. 1 to MASTER AGREEMENT

This Amendment No. 1 to Master Agreement (together with the Exhibits hereto, this “ Amendment No. 1 ”) is made as of the 30 th day of April 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“ Oracle ”), Cargill, Incorporated, a Delaware corporation ( Watson ”) and CHS Inc., a Minnesota corporation (“ Iris ”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013 (the “ Master Agreement ”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“ Newco ”). Oracle, Watson and Iris are each referred to herein individually as a “ Parent ” and collectively as the “ Parents .” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

RECITALS

1. In accordance with Section 9.02(a) of the Master Agreement, the Parents may amend the Master Agreement, and any such amendment will be binding upon each Parent if such amendment is set forth in a writing executed by any such Parent and such amendment will be binding upon Newco if such amendment or waiver is set forth in a writing executed by all Parents.

2. The Parents desire to amend the Master Agreement to provide for certain changes to the terms and Schedules thereof, as further provided herein, and by their execution of this Amendment No. 1 the Parents intend for this Amendment No. 1 to be an amendment to the Master Agreement that is binding on all Parents and Newco.

Accordingly, the Parents, intending to be legally bound hereby, agree as follows:

I. Identification of Shared Assets . The first sentence of Section 1.03(a)(i) of the Master Agreement is deleted in its entirety and replaced with the following: “No later than May 31, 2013, each Parent will prepare and deliver to the other Parents a schedule of all of the Shared Assets of such Parent’s Group (the “ Shared Assets Schedules ”).”

II.
Real Property Reviews .

(a) The third sentence of Section 5.07(a)(i) of the Master Agreement is deleted in its entirety and replaced with the following: “The Parents will direct the title companies to prepare the title commitments as promptly as reasonably practicable, and in any case by June 30, 2013.”

(b) The third sentence of Section 5.07(a)(ii) of the Master Agreement is deleted in its entirety and replaced with the following: “The Parents will direct the engaged ALTA surveying coordinators to prepare the surveys of the Title Reviewed Properties as promptly as reasonably practicable, and in any case by June 30, 2013.”

(c) The third sentence of Section 5.07(a)(iv) of the Master Agreement is deleted in its entirety and replaced with the following: “The Parents will direct the zoning report service companies to prepare the zoning reports as promptly as reasonably practicable, and in any case by June 30, 2013.”






(d) The first sentence of Section 5.07(a)(v)(A) of the Master Agreement is deleted in its entirety and replaced with the following: “Either prior to or as of the date of this Agreement, or within 25 Business Days after the date of this Agreement, the Parents have jointly engaged or will jointly engage one or more mutually acceptable engineering and environmental consulting firms to perform the services specified in this Section 5.07(a)(v) and Section 5.07(b) (the “ Consulting Firm ”).”

(e) The third sentence of Section 5.07(a)(v)(A) of the Master Agreement is deleted in its entirety and replaced with the following: “During the period commencing on the date of this Agreement (or, if later, the date on which the Consulting Firm is retained) and ending on June 30, 2013 (the “ Review Period ”), the Consulting Firm, along with up to two individuals designated by each Parent (such individuals, together with the Consulting Firm, the “ Joint Review Team ”) will conduct an engineering review of each Real Property that is a production facility (including bakeries) (collectively, the “ Reviewed Facilities ”), in accordance with the protocols and standards set forth on the scope of work attached as Exhibit D-1 (the “ Engineering Reviews ”).”

III. Initial Updating . Section 5.09(a) of the Master Agreement is deleted in its entirety and replaced with the following: “Each Parent may update its Disclosure Letter by (i) delivering a substantially complete draft of such update (the “ Draft Updates ”) to the other Parents no later than July 17, 2013 and (ii) delivering a final version of such update (the “Disclosure Letter Updates ”) to the other Parents no later than July 31, 2013, provided, however, that no updates to the sections of the Disclosure Letter pertaining to Fundamental Reps or any sections other than those relating to the representations and warranties will be permitted. These updates may reflect matters that came to exist or occurred either before or after the date of this Agreement. Upon the delivery of any Draft Update pursuant to this Section 5.09(a), the Parent delivering such Draft Update will, prior to delivering a Disclosure Letter Update in respect of such Draft Update, provide the other Parents a reasonable opportunity to review and comment on such Draft Update, and will consider in good faith such comments.”

IV.
Completion of Transaction Documents .

(a) The first sentence of Section 5.15 of the Master Agreement is deleted in its entirety and replaced with the following: “During the period commencing on the date of this Agreement and ending (i) on May 31, 2013, for Incomplete Transaction Documents which are not Incomplete Ancillary Exhibits, and (ii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15.”

(b) Section 5.15 of the Master Agreement is supplemented with the following subsection “(j)”: “The form of the Alliance Agreement will be modified by the Parents as they mutually determine in good faith is necessary solely to incorporate
appropriate governance provisions relating to Oracle Puerto Rico, Sky Canada and Oracle Netherlands.”

V. Schedule 1.01(a)(i) (Watson Reorganization) . Schedule 1.01(a)(i) of the Disclosure Schedules is deleted in its entirety and replaced with the form of Schedule 1.01(a)(i) attached to this Amendment as Exhibit A.






VI. Schedule 1.01(a)(ii) (Iris Reorganization) . Schedule 1.01(a)(ii) of the Disclosure Schedules is deleted in its entirety and replaced with the form of Schedule 1.01(a)(ii) attached to this Amendment as Exhibit B.

VII.
Definitions .

(a) Article X is supplemented with the following: ““Draft Update” has the meaning set forth in Section 5.09(a).”

(b) The definition of “Incomplete Ancillary Exhibits” in Article X is deleted in its entirety and replaced with the following: “” Incomplete Ancillary Exhibits ” means those items set forth in clauses (v) through (ix), and (xvi), of the definition of Incomplete Transaction Documents.”

(c) The definition of “Incomplete Transaction Documents” in Article X is supplemented with the following clauses: “ (xv) the Alliance Agreement and (xvi) Schedules 1.2 and 9.1 of the IP License Agreements.”

VIII. Effect of Amendment . Except as specifically amended as set forth above, the Master Agreement shall continue in full force and effect. Nothing in this Amendment No. 1 shall be construed to amend, modify or waive any provision of the Master Agreement other than those specifically amended or modified as set forth above.

IX. Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Amendment No. 1. Whenever required by the context, any pronoun used in this Amendment No. 1 will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. The use of the words “include” or “including” in this Amendment No. 1 will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The Parties have participated jointly in the negotiation and drafting of this Amendment No. 1. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Parent by virtue of the authorship of any of the provisions of this Amendment No. 1.

X. Governing Law . Any Proceedings arising out of or relating to this Amendment No. 1 will be subject to Section 9.08 of the Master Agreement.







XI. Counterparts; Effectiveness . This Amendment No. 1 may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Parent), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Amendment No. 1, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manners and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Parent, the other Parents will re-execute original forms thereof and deliver them to the requesting Parent. No Parent will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Parent forever waives any such defense.



[ Signature Page Follows ]









IN WITNESS WHEREOF, the Parents have caused this Amendment No. 1 to Master Agreement to be duly executed and sealed by their respective authorized officers on the day and year first above written.

CONAGRA FOODS, INC.


/s/ Bill J Hahn

Name: Bill J Hahn
Title: VP of M&A


CARGILL, INCORPORATED


___________________
Name:
Title:



CHS INC.


/s/ Mark L Palmquist

Name: Mark L Palmquist
Title: Executive VP & COO








IN WITNESS WHEREOF, the Parents have caused this Amendment No. 1 to Master Agreement to be duly executed and sealed by their respective authorized officers on the day and year first above written.

CONAGRA FOODS, INC.



_____________________

Name:
                         Title:

CARGILL, INCORPORATED

                     
/s/ K. Scott Portnoy

Name: K. Scott Portnoy
Title: Corporate Vice President




CHS INC.


/s/ Mark L Palmquist

Name: Mark L Palmquist
Title: Executive VP & COO


























EXHIBIT A

AMENDED AND RESTATED

Schedule 1.01(a)(i) Watson Reorganization

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






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.

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.







EXHIBIT B

AMENDED AND RESTATED

Schedule 1.01(a)(ii) Iris Reorganization

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,
S.à r.l.

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).





Exhibit 10.45B

ACKNOWLEDGMENT AND AMENDMENT NO. 2 TO MASTER AGREEMENT

This Acknowledgment and Amendment No. 2 to Master Agreement (together with the Exhibits hereto, this " Acknowledgment ") is made as of the 31 st day of May 2013, by and among ConAgra Foods, Inc., a Delaware corporation (" Oracle "), Cargill, Incorporated, a Delaware corporation (" Watson ") and CHS Inc., a Minnesota corporation (“ Iris "), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended, (the " Master Agreement "), by and among Oracle, Watson, Iris and HM Luxembourg S.a.r.I., a Luxembourg S.a.r.I. (" Newco "). Oracle, Watson and Iris are each referred to herein individually as a " Parent " and collectively as the “Parents." Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

RECITALS

The Parents desire to memorialize the completion of certain, and extend the deadline for completion of other, forms of Incomplete Transaction Documents (other than the Incomplete Ancillary Exhibits) and to amend Exhibit E and Exhibit G-2 to the Master Agreement to provide for certain changes to the terms thereof, as further provided herein, and by their execution of this Acknowledgment the Parents intend for this Acknowledgment to be an amendment to the Master Agreement that is binding on all Parents and Newco.

Accordingly, the Parents agree and acknowledge as follows:

I. Identification of Shared Assets . In accordance with Section 1.03(a)(i) of the Master Agreement, attached at Annex I-A, I-B and I-C are the initial Shared Assets Schedules of Oracle, Watson and Iris, respectively.

II. Completion of Transaction Documents .     The Parties hereby acknowledge that the forms of certain of the Incomplete Transaction Documents (other than the Incomplete Ancillary Exhibits) have been completed pursuant to Section 5.15 of the Master Agreement as follows:

(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-
B;

(c)
The form of the Oracle Puerto Rico Charter is set forth at Annex II-
C;
(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.









Ill.      Amendment of Exhibits .

(a) Exhibit E to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex Ill-A hereto.

(b) Exhibit G-2 to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex III-B hereto.

IV.
Completion of Transaction Documents .

(a) The first sentence of Section 5.15 of the Master Agreement is deleted in its entirety and replaced with the following: "During the period commencing on the date of this Agreement and ending (i) on May 31, 2013, for Incomplete Transaction Documents (other than the Watson Purchase and Sale Agreement (Hourly Pension Plan and Collective Agreements), the IP License Agreement, the Watson License-In Agreement and the Watson License-Out Agreement) which are not Incomplete Ancillary Exhibits, (ii) on July 24, 2013, for the Watson Purchase and Sale Agreement (Hourly Pension Plan and Collective Agreements), the IP Matters Agreement, the Watson License-In Agreement and the Watson License-Out Agreement, and (iii) prior to the Closing, for Incomplete Ancillary Exhibits, the Parties will complete the forms of each of the Incomplete Transaction Documents, negotiating in good faith, in accordance with the terms of this Section 5.15."

V.      Effect of Amendment. Except as specifically amended as set forth above, the Master Agreement shall continue in full force and effect. Nothing in this Acknowledgment shall be construed to amend, modify or waive any provision of the Master Agreement other than those specifically amended or modified as set forth
above.

VI.      Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Acknowledgment. Whenever required by the context, any pronoun used in this Acknowledgment will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. The use of the words "include" or "including" in this Acknowledgment will be by way of example rather than by limitation. The use of the words "or," "either" or "any" will not be exclusive. The Parties










have participated jointly in the negotiation and drafting of this Acknowledgment. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Parent by virtue of the authorship of any of the provisions of this Acknowledgment.

VII. Governing Law . Any Proceedings arising out of or relating to this Acknowledgment will be subject to Section 9.08 of the Master Agreement.

VIII. Counterparts; Effectiveness . This Acknowledgment may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Parent), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Acknowledgment, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manners and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Parent, the other Parents will re-execute original forms thereof and deliver them to the requesting Parent. No Parent will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Parent forever waives any such defense.



[Signature Page Follows]
































CONAGRA FOODS, INC.


s/Bill J. Hahn

Name: Bill J. Hahn
Title: VP - MEA


CARGILL, INCORPORATED


s/Kim Scott Portnoy

Name: Kim Scott Portnoy
Title: Corporate Vice President


CHS INC.


s/Mark L. Palmquist

Name: Mark L. Palmquist
Title: Exec. VP & COO





Exhibit 10.45C

ACKNOWLEDGEMENT AND AMENDMENT NO. 3 to MASTER AGREEMENT

This Acknowledgement and Amendment No. 3 to Master Agreement (together with the Exhibits hereto, this “ Amendment No. 3 ”) is made as of the 24 th day of July 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended (the “ Master Agreement ”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“ Newco ”). Oracle, Watson and Iris are each referred to herein individually as a “ Parent ” and collectively as the “ Parents .” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.

RECITALS

1. In accordance with Section 9.02(a) of the Master Agreement, the Parents may amend the Master Agreement, and any such amendment will be binding upon each Parent if such amendment is set forth in a writing executed by any such Parent and such amendment will be binding upon Newco if such amendment or waiver is set forth in a writing executed by all Parents.

2. The Parents desire to amend the Master Agreement to provide for certain changes to the terms and exhibits thereof and to memorialize the completion of certain Incomplete Transaction Documents, in each case as further provided herein, and by their execution of this Amendment No. 3 the Parents intend for this Amendment No. 3 to be an amendment to the Master Agreement that is binding on all Parents and Newco.

Accordingly, the Parents, intending to be legally bound hereby, agree as follows:

I. Amendment of Master Agreement (Body) .

(a) Section 2.02(a)(iii) of the Master Agreement is hereby deleted in its entirety and replaced with the following: “(iii)      (A) A Patent and Technology License Agreement (Oracle to Sky), in substantially the form attached hereto as Exhibit B (the “ Oracle License-In Agreement ”), (B) a Patent and Technology License Agreement (Sky to Oracle), in substantially the form attached hereto as Exhibit C (the “ Oracle License- Out Agreement ”), and (C) the IP Matters Agreement, in each case duly executed by Oracle;”

(b) Section 2.02(b)(iii) of the Master Agreement is hereby deleted in its entirety and replaced with the following: “(iii)      (A) the Watson License-In Agreement,
(B) the Watson License-Out Agreement, and (C) the IP Matters Agreement, in each case duly executed by Watson;”

(c) The reference for Section 2.02(c)(ix) of the Master Agreement is hereby changed to Section 2.02(c)(x) and the following provision is hereby added to the Master Agreement as the new Section 2.02(c)(ix) therein: “(ix)      The IP Matters Agreement, duly executed by Iris; and;”






(d) Clause (iv) of Section 3.03 of the Master Agreement is hereby deleted in its entirety and replaced with the following: “(iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any obligation, right of termination, cancellation or acceleration, increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of, or result in the creation of any Lien upon, any of its Assets (except in the case of Contracts, only those Contracts which are Contributed Subsidiary Material Contracts);”

(e) Clause (iv) of Section 4.03 of the Master Agreement is hereby deleted in its entirety and replaced with the following: “(iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any obligation, right of termination, cancellation or acceleration, increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of, or result in the creation of any Lien upon, any of its Assets (except in the case of Contracts, only those Contracts which are Contributed Subsidiary Material Contracts);”

(f) The definition of “ IP Matters Agreement ” in Article X of the Master Agreement is hereby deleted in its entirety and replaced with the following: ““ IP Matters Agreement ” means an IP Matters Agreement among the Parents, and Newco, to be completed in compliance with Section 5.15(d) ;”

(g) The definition of “ Watson License-In Agreement ” in Article X of the Master Agreement is hereby deleted in its entirety and replaced with the following: ““ Watson License-In Agreement ” means a Patent and Technology License Agreement (Watson to Sky), between Watson and Sky, to be completed in compliance with Section 5.15 ;”

(h) The definition of “ Watson License-Out Agreement ” in Article X of the Master Agreement is hereby deleted in its entirety and replaced with the following: “Watson License-Out Agreement ” means a Patent and Technology License Agreement (Sky to Watson), between Sky, Sky Canada, Oracle Puerto Rico and Watson, to be completed in compliance with Section 5.15 ;”

II. Amendment of Exhibits to the Master Agreement and Other Ancillary Documents .

(a) Exhibit B to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex II-A hereto.

(b) Exhibit C to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex II-B hereto.

(c) Exhibit E to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex II-C hereto.






(d) Exhibit K to the Master Agreement is hereby amended and restated in its entirety as set forth on Annex II-D hereto.

(e) The form of the Alliance Agreement is hereby amended and restated in its entirety as set forth on Annex II-E hereto.

(f) The form of the Oracle Puerto Rico Charter is hereby amended and restated in its entirety as set forth on Annex II-F hereto.

III. Completion of Transaction Documents . The Parties hereby acknowledge that the forms of certain of the Incomplete Transaction Documents (other than the Incomplete Ancillary Exhibits) have been completed pursuant to Section 5.15 of the Master Agreement as follows:

(a) The form of the Watson Purchase and Sale Agreement (Hourly Pension Plan and Collective Agreements) is set forth at Annex III-A;

(b)
The form of the IP Matters Agreement is set forth at Annex III-B;

(c) The form of the Watson License-In Agreement is set forth at Annex III-C; and

(d) The form of the Watson License-Out Agreement is set forth at Annnex III-D.



IV. Effect of Amendment . Except as specifically amended as set forth above, the Master Agreement shall continue in full force and effect. Nothing in this Amendment No. 3 shall be construed to amend, modify or waive any provision of the Master Agreement other than those specifically amended or modified as set forth above.

V. Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Amendment No. 3. Whenever required by the context, any pronoun used in this Amendment No. 3 will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. The use of the words “include” or “including” in this Amendment No. 3 will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The Parties have participated jointly in the negotiation and drafting of this Amendment No. 3. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Parent by virtue of the authorship of any of the provisions of this Amendment No. 3.

VI. Governing Law . Any Proceedings arising out of or relating to this Amendment No. 3 will be subject to Section 9.08 of the Master Agreement.






VII. Counterparts; Effectiveness . This Amendment No. 3 may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Parent), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Amendment No. 3, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manners and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Parent, the other Parents will re-execute original forms thereof and deliver them to the requesting Parent. No Parent will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Parent forever waives any such defense.



[Signature Page Follows]





IN WITNESS WHEREOF, the Parents have caused this Acknowledgment and Amendment No. 3 to Master Agreement to be duly executed by their respective authorized officers on the day of the year first above written.

                            
CONAGRA FOODS, INC.



______________________
Name:
Title:



CARGILL, INCORPORATED


______________________
Name:
Title:



CHS INC.
______________________
Name:
Title:









Exhibit 10.47A

FIRST AMENDMENT TO PRE-EXPORT CREDIT AGREEMENT, dated as of October 9,
2015 (this “ First Amendment ”), among (i) CHS Agronegocio Industria e Comercio Ltda, as borrower (the “ Borrower ”), under the Pre-Export Credit Agreement, dated as of September 24, 2013 (the “ Pre-Export Credit Agreement ”), among the Borrower, the Guarantor (as defined below), the lenders party thereto (the “ Syndication Parties ”), and Crédit Agricole Corporate and Investment Bank, as administrative agent for the Syndication Parties (in such capacity, the “ Administrative Agent ”), (ii) CHS Inc., as guarantor (the “ Guarantor ” and together with the Borrower, the “Obligors”), (iii) the lenders party hereto and (vi) the Administrative Agent.

Recitals:

WHEREAS, the Borrower has requested that the Administrative Agent and the Syndication Parties amend certain terms of the Pre-Export Credit Agreement, which the Administrative Agent and the Required Lenders party hereto are willing to do under the terms and conditions as set forth in this First Amendment to Pre-Export Credit Agreement (“ First Amendment ”).

Agreement:

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . Unless otherwise defined herein, terms defined in the Pre-Export Credit Agreement are used herein as therein defined.

2.
Amendments to Article 1. DEFINITIONS

2.1 The definition for “Adjusted Consolidated Equity” is hereby deleted in its entirety from Article 1.

2.2 The definition for “Change of Control” is hereby modified by replacing clause (C) thereof in its entirety with the following:

“(C) a Person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) of Persons (other than the Borrower or any Subsidiary of the Borrower) shall become the owner of record or beneficial owner (as such term is defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of any Equity Interests in the Guarantor, other than non-voting and non-convertible preferred stock issued by the Guarantor, or”

2.3 The definition for “Funded Debt” is hereby modified by deleting it in its entirety and inserting the following in place thereof:

Funded Debt : means with respect to any Person, all Debt which would, in accordance with GAAP, be required to be classified as a long term liability on the books of such Person, and shall include, without limitation (a) any Debt which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year from the date of creation thereof, (b) any Debt outstanding under a revolving credit or similar agreement providing for borrowings (and renewals and extensions

1



thereof) which would, in accordance with GAAP, be required to be classified as a long term liability of such Person, (c) any Capitalized Lease Obligation of such Person and all obligations to reimburse the Letter of Credit Bank or any Syndication Party or any letter of credit issuer or other credit provider (or related risk- participating lender) with respect to all Letters of Credit or other letters of credit which support long-term debt, with expiration dates in excess of one-year from the date of issuance thereof, and (d) any Guarantee of such Person with respect to Funded Debt of another Person.

For the avoidance of doubt, (w) any borrowings under a revolving credit or similar agreement where such borrowings are not used for working capital purposes would be classified as Funded Debt, (x) borrowings under a revolving credit or similar agreement where such borrowings are outstanding for less than one year and which are used for working capital purposes would not be classified as Funded Debt, (y) borrowings used for working capital purposes outstanding for one year or longer would be classified as Funded Debt and (z) current maturities of long-term debt would be classified as Funded Debt.”

2.4 The definition for “Priority Debt” is hereby modified by deleting it in its entirety and inserting the following in place thereof:

Priority Debt : means, at any time, without duplication, the sum of (a) all then outstanding Debt of Guarantor or any Consolidated Subsidiary of Guarantor secured by any Lien on any property of Guarantor or any Consolidated Subsidiary of Guarantor (other than Debt secured only by Liens permitted under Section 12.3(a) through (l)), plus
(a) all Funded Debt of the Consolidated Subsidiaries of Guarantor, plus (c) all Debt (other than Funded Debt) of the Consolidated Subsidiaries of Guarantor in the aggregate in excess of (i) for the period commencing August 31, 2015 through and including August 31, 2016, an amount equal to eleven percent (11%) of Consolidated Net Worth in the aggregate and (ii) at any time on and after September 1, 2016, an amount equal to eight percent (8%) of Consolidated Net Worth in the aggregate, in each case under clauses (i) and (ii) determined as of the last day of Borrower’s most recently ended fiscal year for which financial statements have been provided pursuant to Section 11.2.1; provided that any CHS Capital Debt in an aggregate amount not to exceed
$1,000,000,000 secured only by any Lien on any CHS Capital Loan Asset will not be deemed to constitute Priority Debt. ”

3.
Amendments to Article 11. AFFIRMATIVE COVENANTS

3.1 Section 11.2.1 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

“11.2.1      Annual Financial Statements . As soon as available, but in no event later than one hundred and thirty (130) days after the end of any Fiscal Year of each Obligor occurring during the term hereof one copy of the audit report for such year and accompanying consolidated financial statements (including all footnotes thereto), including a consolidated balance sheet, a consolidated statement of earnings, a consolidated statement of capital, and a consolidated statement of cash flow for such Obligor and its Subsidiaries, showing in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP consistently applied and certified without qualification by PricewaterhouseCoopers, or other independent public accountants of nationally recognized standing selected by the Obligor and satisfactory to the Administrative Agent. Delivery to the Administrative Agent within the time period specified

2



above of copies of Guarantor’s Annual Report on Form 10-K as prepared and filed in accordance with the requirements of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Subsection 11.2.1 with respect to the Guarantor if accompanied by the required unqualified accountant’s certification. Such annual financial statements or Form 10-Ks required pursuant to this Subsection 11.2.1 shall be accompanied by a Compliance Certificate signed by the relevant Obligor’s Chief Financial Officer or other officer of such Obligor acceptable to the Administrative Agent. The Obligors shall be deemed to have complied with this Section 11.2 if such financial statements are delivered to the Administrative Agent by electronic transmission, or in the case of the Form 10-K, such Form 10-K is available on the EDGAR system, and an electronic copy of the signed Compliance Certificate is delivered to the Administrative Agent.”

3.2 Section 11.2.2 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

“11.2.2      Quarterly Financial Statements . As soon as available but in no event more than fifty-five (55) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of such Obligor’s Fiscal Year) the following financial statements or other information concerning the operations of each Obligor and its respective Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows, and (d) such other statements as the Administrative Agent may reasonably request. Delivery to the Administrative Agent within the time period specified above of copies of Guarantor’s Quarterly Report on Form 10-Q as prepared and filed in accordance with the requirements of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Subsection 11.2.2 with respect to the Guarantor other than clause (d) hereof. Such quarterly financial statements or Form 10- Qs required pursuant to this Subsection 11.2.2 shall be accompanied by a Compliance Certificate signed by the relevant Obligor’s Chief Financial Officer or other officer of such Obligor acceptable to the Administrative Agent (subject to normal year end adjustments). The Obligors shall be deemed to have complied with this Section 11.2 if such financial statements are delivered to the Administrative Agent by electronic transmission, or in the case of the Form 10-Q, such Form 10-Q is available on the EDGAR system, and an electronic copy of the signed Compliance Certificate is delivered to the Administrative Agent.”

3.3 Section 11.3 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

“11.3 Maintenance of Existence and Qualificatio n. Each Obligor shall, and shall cause each of its Subsidiaries to, maintain its corporate existence in good standing under the laws of its state of organization; provided any Subsidiary of any Obligor shall be permitted to dissolve, merge, consolidate with any entity, convey, transfer, or lease all or substantially all of its assets to the extent otherwise permitted under this Agreement, so long as such event could not reasonably be expected to result in a Material Adverse Effect. Each Obligor shall, and shall cause each of its Subsidiaries to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.”

3





3.4 Section 11.14 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

“11.14      Financial Covenants . Guarantor shall maintain the following financial covenants:

“11.14.1      Minimum Consolidated Net Worth . Guarantor shall have as of the end of each Fiscal Quarter, a Consolidated Net Worth equal to or greater than $3,500,000,000.

“11.14.2     Consolidated Funded Debt to Consolidated Cash Flow . Guarantor shall have as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt divided by Consolidated Cash Flow, as measured on the previous consecutive four Fiscal Quarters, of no greater than 3.50 to 1.00.

“11.14.3     Adjusted Consolidated Funded Debt to Consolidated Net Worth . Guarantor shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated Net Worth to exceed .80 to 1.00, as measured at the end of each Fiscal Quarter.”

4.
Amendments to Article 12. NEGATIVE COVENANTS

4.1 Section 12.1 is hereby modified by deleting the following “at the time of such creation, issuance, incurrence or assumption”.

4.2 Section 12.4 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

12.4 Sale of Assets . Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or hereafter acquired assets during any twelve (12) month period commencing September 1, 2014 and each September 1 thereafter, except: (a) the sale of inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, leases or sales of assets of Guarantor or any Subsidiary of Guarantor to any joint venture entity, of which Guarantor or any Subsidiary of Guarantor holds an ownership interest and shares in the earnings; provided, that the terms of any such lease or sale and the division of the joint venture’s earnings, when viewed as a whole, can be reasonably expected to generate the same or greater book earnings and cash flow for Guarantor or such Subsidiary of Guarantor as would be generated absent such lease or sale, and (d) the sale by CHS Capital of loans and commitments originated by it in the ordinary course of business. For purposes of this Section 12.4, “material part” shall mean ten percent (10%) or more of the lesser of the book value or the market value of the assets of Guarantor or such Consolidated Subsidiary as shown on the balance sheets thereof as of the August 31 immediately preceding each such twelve (12) month measurement period.”

4





4.3 Section 12.5 is hereby modified by deleting it in its entirety and inserting the following in place thereof:

“12.5 Liabilities of Others . Guarantor shall not (nor shall it permit any of its Consolidated Subsidiaries (including the Borrower) to) assume, Guaranty, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Guarantor’s business or business of any Consolidated Subsidiary thereof; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Guarantor and its Consolidated Subsidiaries; provided, that guarantees of obligations of CHS Capital by Guarantor and its Consolidated Subsidiaries (other than CHS Capital) shall not exceed in the aggregate (x) $1,000,000,000.00 minus (y) the amount of loans or advances by Guarantor and such Consolidated Subsidiaries to CHS Capital under Section 12.6(c) and Investments by Guarantor and such Consolidated Subsidiaries in CHS Capital under Section 12.8(g); and (c) guarantees made from time to time (including, for the avoidance of doubt, guarantees of producer loans and guarantees of loans to member cooperatives), whether in existence on the Closing Date or made subsequent thereto, by Guarantor and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than CHS Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $1,000,000,000.00 in the aggregate, or U.S.$100,000,000 in the case of indebtedness guaranteed by the Borrower.”

4.4 Section 12.6(c)(x) is hereby modified by deleting “$500,000,000” and replacing it with “U.S.$1,000,000,000.”

4.5
Amendments of Section 12.9.

a. Section 12.9(g)(x) is hereby modified by deleting “U.S.$500,000,000” and replacing it with “U.S.$1,000,000,000.”

b. Section 12.9(i) is hereby modified by deleting “Ag States Agency, LLC”, replacing it with “CHS Insurance Services, LLC”

c. Section 12.9(j) is hereby modified by deleting “; and” at the end thereof, and replacing it with “(for the avoidance of doubt, without regard to any limit on the amount of intangible assets included in other provisions of this Credit Agreement);”

d. Section 12.9(k) is hereby modified by deleting the period at the end thereof, and replacing it with “; and”

e. Section 12.9 is hereby modified to insert the following new clause (l) at the end thereof:

“Investment in CF Industries Nitrogen LLC in an amount not to exceed U.S.$2,800,000,000.”

5




5.
Amendments to Article 14. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

5.1 Section 14.1(d) is hereby modified by deleting “U.S.$25,000,000” and replacing it with “U.S.$100,000,000.”

6. Representations and Warranties . Each of the Obligors represents and warrants to the Administrative Agent and the Syndication Parties that:

6.1 Each Obligor has taken all corporate action necessary to execute, deliver and perform its obligations under this First Amendment. All consents or approvals of any Person which are necessary for, or are required as a condition of each Obligor’s execution, delivery and performance of or admissibility into evidence of this First Amendment, have been obtained.

6.2 This First Amendment is, or when executed and delivered, will be, the legal, valid and binding obligation of each Obligor, enforceable in accordance with its terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, recuperação judicial , recuperação extrajudicial , falência or similar laws affecting creditors’ rights generally and by general principles of equity.

6.3 As of the date hereof, and after giving effect to this First Amendment, no Acceleration Event will have occurred and be continuing.

7. Conditions to Effectiveness of this First Amendment . This First Amendment shall become effective on the date hereof (the “ Effective Date ”), subject to satisfaction of each of the following conditions on or prior to such date in a manner satisfactory to the Administrative Agent and the Required Lenders party hereto:

7.1 Delivery of Executed Loan Documents . The Obligors and the Required Lenders shall have delivered to the Administrative Agent, for the benefit of, and for delivery to, the Administrative Agent and the Syndication Parties, this First Amendment, duly executed.
7.2 Payment of Fees and Expenses . Borrower shall have paid the Administrative Agent, by wire transfer of immediately available funds all fees and expenses presently due under the Pre-Export Credit Agreement (as amended by this First Amendment).

7.3 Default . As of the date hereof, no Acceleration Event shall have occurred and be continuing.

7.4 Representations and Warranties . Each of the representations and warranties of each Obligor set out in the Pre-Export Credit Agreement and in each of the other Loan Documents shall be (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date hereof, as if made on and as of such date, or (ii) if such representation and warranty is not so qualified, true and correct in all material respects as of the date hereof, as if made on and as of such date.

6





8.
General Provisions.

8.1 No Other Modifications . The Pre-Export Credit Agreement, as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto.

8.2 Successors and Assigns . This First Amendment shall be binding upon and inure to the benefit of the Obligors, the Administrative Agent, and the Syndication Parties, and their respective successors and assigns, except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of all the Syndication Parties.

8.3 Severability . Should any provision of this First Amendment be deemed unlawful or unenforceable, said provision shall be deemed several and apart from all other provisions of this First Amendment and all remaining provision of this First Amendment shall be fully enforceable.

8.4 Governing Law . This First Amendment shall be governed by, and construed in accordance with, the law of the State of New York, without regard to its conflicts of laws principles. Each of the undersigned hereto agrees that any dispute relating to this First Amendment shall be determined in accordance with Section 16.2 of the Pre-Export Credit Agreement and the provisions of said Section 16.2 of the Pre-Export Credit Agreement are incorporated into this First Amendment, mutatis mutandis , as if the provisions were fully set forth herein.

8.5 Headings . The captions or headings in this First Amendment are for convenience only and in no way define, limit or describe the scope or intent of any provision of this First Amendment.

8.6 Counterparts . This First Amendment may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto. Copies of documents or signature pages bearing original signatures, and executed documents or signature pages delivered by a party by telefax, facsimile, or e-mail
transmission of an Adobe ® file format document (also known as a PDF file) shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. Any party delivering an executed counterpart of this First Amendment by telefax, facsimile, or e-mail transmission of an Adobe ® file format document also shall deliver an original executed counterpart of this First Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this First Amendment.

8.7 No Waiver; Status of Loan Documents . This First Amendment shall not constitute an amendment, supplement, or waiver of any provision of the Pre-Export Credit Agreement not expressly referred to herein and shall not be construed as an amendment, supplement, waiver or consent to any action on the part of any party hereto that would require an amendment, supplement, waiver or consent of the Syndication Parties except as expressly stated herein. Except as expressly amended, supplemented, or waived hereby, the provisions of the Pre-Export Credit Agreement are and shall remain in full force and effect. No failure or delay on the part of any Syndication Party in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this First Amendment

7



and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available at equity or law. The parties hereto hereby agree that this First Amendment constitutes a Loan Document.

[ Remainder of this page intentionally left blank ]

.




8


[Signature Page to First Amendment]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written

BORROWER:

CHS AGRONEGOCIO INDUSTRIA E
COMERCIO LTDA., a Brazilian company


By:________________________
Name:
Title:


GUARANTOR:

CHS INC., a cooperative corporation formed under the laws of the State of Minnesota

By:________________________
Name:
Title:





ADMINISTRATIVE AGENT:

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK


By:________________________
Name:
Title:




RABOBANK CURAÇAO N.V.


By:________________________
Name:
Title:





CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK


By:________________________
Name:
Title:




BANK OF AMERICA, N.A.


By:________________________
Name:
Title:




THE BANK OF NOVA SCOTIA


By:________________________
Name:
Title:





HSBC BANK USA, N.A.


By:________________________
Name:
Title:








NATIXIS, NEW YORK BRANCH


By:________________________
Name:
Title:





ABN AMRO BANK N.V.


By:________________________
Name:
Title:




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:________________________
Name:
Title:





MIZUHO BANK (USA)

By:________________________
Name:
Title:





STANDARD CHARTERED BANK


By:________________________
Name:
Title:








BANCO SUMITOMO MITSUI BRASILEIRO S.A - CAYMAN BRANCH


By:________________________
Name:
Title:





WELLS FARGO BANK, N.A.


By:________________________
Name:
Title:





BNP PARIBAS


By:________________________
Name:
Title:





ING BANK N.V.


By:________________________
Name:
Title:



    Exhibit 10.48 Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NITROGEN FERTILIZER PURCHASE AGREEMENT between CF INDUSTRIES NITROGEN, LLC and CHS INC.


 
    TABLE OF CONTENTS 1. Definitions ...........................................................................................................................1 2. Term, Effectiveness and Effect on Other Agreements ...................................................5 3. Sale and Purchase of Product and Deliveries ..................................................................5 4. Quality and Quantity Determination ...............................................................................6 5. Purchase Price ....................................................................................................................7 6. Payment ..............................................................................................................................7 7. Schedule for Deliveries ......................................................................................................7 8. Product Mix and Location Flexibility ............................................................................11 9. DEF and Specialty Products ...........................................................................................11 10. Title and Risk of Loss; Deliveries ...................................................................................11 11. Indemnity ..........................................................................................................................12 12. Taxes, Fees and Licenses .................................................................................................15 13. Force Majeure ..................................................................................................................15 14. Major Unplanned Outages ..............................................................................................17 15. Warranty ..........................................................................................................................19 16. Default and Remedies ......................................................................................................19 17. Representations and Warranties ....................................................................................20 18. Coordination and Review ................................................................................................20 19. Confidentiality ..................................................................................................................20 20. Dispute Resolution and Governing Law ........................................................................21 21. Injunctive Relief ...............................................................................................................22 22. Miscellaneous....................................................................................................................22 Exhibit 1…………………………………………………………………………………… Ex. 1-1 Exhibit 2…………………………………………………………………………………… Ex. 2-1 Exhibit 3…………………………………………………………………………………… Ex. 3-1 Exhibit 4…………………………………………………………………………………… Ex. 4-1


 
1   NITROGEN FERTILIZER PURCHASE AGREEMENT NITROGEN FERTILIZER PURCHASE AGREEMENT (this “Agreement”) is made on August 11, 2015, (the “Effective Date”) and with effect as set out hereinafter, between CF INDUSTRIES NITROGEN, LLC, a limited liability company organized under the law of Delaware (“Seller”) and CHS INC., a Minnesota cooperative (“Buyer”). Seller and Buyer may individually be referred to as a “Party” and collectively as the “Parties.” A. WHEREAS, Seller owns and operates plants and terminals for the production, storage and delivery of UAN and Urea (each as defined below); and B. WHEREAS, Buyer desires to purchase such products from Seller at fair market value pursuant to this Agreement for distribution and resale; NOW THEREFORE, the Parties agree as follows: 1. Definitions The following terms shall have the following meanings: “Affiliate” of a person means any person controlling, controlled by or under common control with the first person. For purposes of this definition, control means the power to direct the management or affairs of a person, whether through ownership of voting securities, by contract or otherwise. “Alternative Schedule” has the meaning defined in Section 7(b). “Annual Amount” means (i) for UAN a maximum of 580,000 Short Tons in any Contract Year, and (ii) for Urea a maximum of 1,095,000 Short Tons in any Contract Year. The Annual Amount of Product may be adjusted pursuant to Sections 8 and 14(e). “Bankruptcy Event” experienced by a Party means: (a) a court having jurisdiction enters a decree or order for (i) relief in respect of the Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Party or for all or substantially all of the property of such Party or (iii) the winding up or liquidation of the Party’s affairs and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; or (b) the Party (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Party for all or substantially all of the property of such Party, or (iii) effects any general assignment for the benefit of creditors.


 
2   “Base Quantity” means 1/12 of the amount of each Product shown with respect to each Seller Facility in Exhibit 1. “Business Day” means any day other than a Saturday or Sunday, or other day on which commercial banks in New York are authorized or required by law to close. “Buyer” has the meaning defined in the Recitals. “Buyer Facility” means a terminal or warehouse owned or controlled by Buyer or one of its Affiliates, or a customer facility designated by Buyer from time to time. “Buyer Force Majeure Event” has the meaning defined in Section 13(b). “Buyer Indemnitees” has the meaning defined in Section 11(a). “Change in Law” means the enactment, adoption, promulgation, modification, suspension or repeal, after the Effective Date, by any Governmental Authority of any Legal Requirements. “Claim” means any action, suit, proceeding, hearing, investigation, audit, litigation, charge, complaint, claim, or demand by any person. “Competitor Notice” has the meaning defined in the definition of Seller Competitor. “Contest Notice” has the meaning defined in Section 11(e). “Contract Year” means a period of twelve (12) consecutive Months beginning on January 1. [***] “Damages” shall mean any and all Claims, losses, liens, injuries to persons or property, and causes of action of every kind and character including but not limited to strict liability claims and administrative law actions and orders, the amounts of judgments, fines, penalties, interest, court costs, investigation expenses, and costs and legal fees (including but not limited to attorneys’ and experts’ fees), but shall in no event, as between or among Buyer, Buyer Indemnitees, Seller, and Seller Indemnitees, include special, indirect, consequential, punitive, exemplary or other similar damages, or Claims for lost profits, lost business opportunities or business interruption. “Default Rate” means a per annum interest rate equal to the sum of: (i) the 12 month U.S. Dollar LIBOR interest rate as published by Thomson Reuters (or such other mutually agreed publication if Thomson Reuters no longer publishes such rate) for the first day when interest is due, and (ii) 300 basis points. “Deficiency Amount” has the meaning defined in Section 14(e). “Delivery Commencement Date” means February 1, 2016. “Delivery Month” has the meaning defined in Section 7(a).


 
3   “Delivery Point” means (i) for deliveries made at a Seller Facility, where Seller’s loading pipe flange connects with the receiving transportation equipment or the point where Seller’s loading equipment otherwise discharges Product into the receiving transportation equipment, as applicable, (ii) for deliveries made at a Buyer Facility from barge or truck, where Buyer’s off-loading pipe flange connects with the delivering transportation equipment or the point where the delivering transportation equipment otherwise discharges Product to such Buyer Facility, as applicable, or (iii) for deliveries made at a Buyer Facility from rail car, the point at which the delivering rail car enters the rail yard at such Buyer Facility. “Dispute” has the meaning defined in Section 20(b). “Effective Date” has the meaning defined in the Preamble. [***] “Event of Default” has the meaning defined in Section 16(a). “Forecast” has the meaning defined in Section 7(a). “Governmental Authority” means (i) any federal, state, local, municipal, or other government, whether domestic or foreign, (ii) any governmental, regulatory or administrative agency, commission or other authority, whether domestic or foreign, lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, and (iii) any domestic or foreign court or governmental tribunal. “Indemnified Party” has the meaning defined in Section 11(d). “Indemnifying Party” has the meaning defined in Section 11(d). “Legal Requirements” means all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals or consents, directives, and requirements of all Governmental Authorities. “Major Unplanned Outage” has the meaning defined in Section 14(a). “Market Price” with respect to a Product has the meaning defined in Exhibit 2. “Month” means a calendar month. “Monthly Schedule” has the meaning defined in Section 7(b). “Neutral Accounting Arbitrator” has the meaning defined in Section 20(c). “Notice of Claim” has the meaning defined in Section 11(d). “Notice of Liability” has the meaning defined in Section 11(e). “Partial Contract Year” means:


 
4 (a) with respect to the first Contract Year, the period commencing on February 1, 2016 and ending December 31, 2016; and (b) with respect to the final Contract Year, in the event the Agreement is terminated on a date other than December 31, the period of time between the preceding January 1 and the termination date. “Planned Outage” means any planned maintenance of major production equipment of a Seller Facility, not to exceed 60 days in any Contract Year, that will limit the output of UAN and/or Urea from such Seller Facility during a Contract Year and the planned occurrence of which is communicated to Buyer no later than 90 days prior to such Contract Year. No less than 90 days in advance of any Planned Outage, Seller shall give Buyer notice of the expected start date of such Planned Outage which may begin as many as 10 days earlier and 10 days later than the day specified in such notice. Except as otherwise agreed by the Parties, any days of outage that occur outside of the combination of such +/- 10 day start date and maximum 60 day duration shall not constitute Planned Outage days. “Product” means UAN and/or Urea to be sold pursuant to this Agreement, as applicable. “Production Economic Cost” for each Product has the meaning defined in Exhibit 4. “Public Official” means anyone in the service of a public body, Governmental Authority or government (including the legislature, judiciary or the executive) or of a public international organization. “Purchase Price” has the meaning defined in Section 5. “Reference Month” has the meaning defined in Section 7(c). “Scales” has the meaning defined in Section 4(c). “Seller” has the meaning defined in the Recitals. “Seller Competitor” means, for any Contract Year, a person (or an Affiliate of a person) listed on Exhibit 3 hereto; provided, however, that Exhibit 3 shall be updated as of the beginning of each Contract Year such that it shall consist of [***]. “Seller Facility” means the applicable production plant or terminal owned by Seller as of the Delivery Commencement Date at each location specified in Exhibit 1. “Seller Force Majeure Event” has the meaning defined in Section 13(a). “Seller Indemnitees” has the meaning defined in Section 11(b). “Short Ton” means 2000 pounds. “Specifications” means the specifications for UAN and Urea set forth in Seller’s Product Specification Sheet for each Product (available at www.cfindustries.com) in effect at the time a


 
5 Monthly Schedule for Product is determined. Seller reserves the right, at any time and from time to time, to amend the Specifications by sending to Buyer a revised Product Specification Sheet; provided that any Product produced in accordance with and meeting amended Specifications must permit Buyer to continue to sell or distribute such Product in the ordinary course of business in North America and must remain suitable for the customary uses of the Product that exist as of the Effective Date. “Taxes” has the meaning defined in Section 12. “UAN” means 32% urea ammonium nitrate solution. “Urea” means urea in granular form. [***] 2. Term, Effectiveness and Effect on Other Agreements (a) This Agreement shall be effective as of the Effective Date and shall continue in force and effect until its expiration on December 31, 2097, unless earlier terminated by mutual agreement of the Parties or as a remedy for an Event of Default. Sections 11, 12, 14, 18, 19, 20, and 21 shall survive expiration or any termination of this Agreement, together with any other provisions that are necessary to enforce the Parties' respective rights and obligations arising from events or circumstances occurring prior to such termination or expiration. (b) For the avoidance of doubt, any purchases of Product pursuant to this Agreement shall not be included in the “Minimum Target Volume” that is required to be purchased and shipped to Buyer in order for incentive rebate payments to be issued to Buyer pursuant to that certain Product Incentive Program dated as of July 1, 2015; provided, however, that the Parties shall in good faith negotiate prior to the end of the “Program Period” (as such term is defined in the Product Incentive Program) an equitable adjustment of the “Minimum Target Volume” for UAN and Urea purchased by Buyer as of the Delivery Commencement Date. (c) As of the Delivery Commencement Date, this Agreement shall supersede that certain Urea Barge Index Agreement between Seller’s Affiliate CF Industries Sales, LLC and Buyer dated as of June 15, 2015, and such agreement shall no longer be in force or effect. 3. Sale and Purchase of Product and Deliveries (a) In each full Contract Year beginning on or after the Delivery Commencement Date and subject to the other terms and conditions of this Agreement, (i) Seller agrees to make available for purchase by Buyer the Annual Amount of each Product, and (ii) in accordance with each Monthly Schedule, Buyer agrees to purchase and accept delivery of, and Seller agrees to sell and deliver, Product at, or for further shipment to Buyer from, the Seller Facilities specified in Exhibit 1, in each case in amounts not exceeding (1) the Annual Amount for each such Product in any Contract Year, and (2) the amounts specified in Exhibit 1 with respect to each such Product at each such Seller Facility in any Contract Year; provided, however, that with respect to any Partial Contract Year the provisions of this Agreement that apply on an annual basis shall be prorated according to the number of days in such Partial Contract Year.


 
6 (b) Seller shall (i) deliver Product pursuant to this Agreement at the applicable Delivery Point within the applicable Seller Facility as specified in Exhibit 1 to barges, trucks or rail cars provided by Buyer, or (ii) at Buyer’s election, ship Product from the applicable Seller Facility as specified in Exhibit 1 to a Delivery Point within a Buyer Facility as specified by Buyer. 4. Quality and Quantity Determination (a) All Product shall conform to the Specifications. Notwithstanding the previous sentence, Seller shall have no liability under this Agreement for any alleged failure of Product to conform to the Specifications unless such Claim is made by notice to Seller within 45 days of delivery to the Delivery Point. (b) In the event that any delivered Product does not conform to the Specifications and a Claim therefor is made within the time period specified in subsection (a), Seller shall at Buyer’s option, either (i) deliver to the applicable Delivery Point equivalent quantities of conforming Product as promptly as practical at Seller’s expense, or (ii) refund any Purchase Price paid by Buyer for the nonconforming Product and any transportation and handling costs incurred by Buyer prior to determination of the nonconformance. In both cases Seller shall reimburse to Buyer all costs incurred by Buyer to dispose of nonconforming Product; provided however that Buyer shall use commercially reasonable efforts to cooperate with Seller to minimize such disposal costs. Such reasonable efforts shall include, at Seller’s option, the sale of nonconforming Product at a discount from the Purchase Price; provided, however, that (1) Buyer has no obligation to purchase such nonconforming Product, (2) nonconforming Product that is accepted and purchased by Buyer at Market Price shall count toward the Annual Amount, and (3) nonconforming Product that is purchased by Buyer at a discount shall not count toward the Annual Amount. The foregoing remedies are not exclusive and, except as expressly provided to the contrary herein, Buyer shall be entitled to all rights and remedies otherwise available to it under applicable law. (c) The weight of Product delivered and sold to Buyer under this Agreement shall be determined (i) by origin survey at the Seller Facility from which Product is delivered or shipped to Buyer in the case of Product to be transported by barge, and (ii) by scale weight in the case of Product to be transported by rail or truck. All origin surveys shall be performed by a reputable and appropriately licensed independent surveyor selected and paid for by Seller. All scale weights shall be determined by Seller at the Seller Facility from which Product is to be delivered or shipped to Buyer. Seller shall install, own, maintain and operate accurate scales and other measurement facilities (the “Scales”) suitable for determining the weights of rail and truck shipments of Product. (d) Seller shall calibrate the Scales as required for certification by the applicable Governmental Authority. All Scales shall be open to inspection by Buyer at all reasonable times. In the event either Party disputes the accuracy of any measurement taken by all or any one of the Scales, such Scales may be tested no more frequently than two times in a Contract Year by an independent testing agency mutually acceptable to the Parties, except in the event that a test demonstrates an inaccuracy of the Scales of 1% or more, in which case the applicable test shall not count towards the foregoing two test limit. The expense of any such test shall be borne by the Party requesting the test; provided, that if such independent test demonstrates that the measurements taken by the Scales are less than 99% accurate on average, then (x) the costs of the independent test shall be borne by Seller and (y) the Scales shall be recalibrated to the standard required by the


 
7 applicable Governmental Authority as soon as reasonably possible. The settlement of any discrepancy in Purchase Price paid as a result of inaccurate measurements shall be made on the immediately succeeding invoice. If the Parties are unable to ascertain when the inaccuracy commenced, the inaccuracy will be deemed to have commenced on a date which is halfway between the date of the last recalibration and the date of the calibration which revealed the inaccuracy. If the quantity of Product delivered to Buyer, as determined pursuant to the foregoing measurements, is lower than the corresponding quantity of Product set forth in invoices submitted to Buyer hereunder, the difference in quantity between the amount determined and the amount invoiced shall not, unless subsequently delivered in accordance with the terms of this Agreement, count toward the Annual Amount. 5. Purchase Price For each Short Ton of Product purchased by Buyer from Seller, Buyer agrees to pay the applicable price as set forth in Exhibit 2 (the “Purchase Price”). 6. Payment (a) Seller shall send an invoice or invoices to Buyer for deliveries of Product at each Delivery Point that have occurred in a Delivery Month by the [***] day of the succeeding Month or the next Business Day thereafter in the event that the [***] day is not a Business Day. The quantity of Product to be billed for each delivery shall equal the net weight of Product delivered at, or shipped from, a Seller Facility as determined by origin survey or scale weight, as applicable. Buyer shall pay the amount of each invoice within [***] days from date of such invoice, subject to disputed invoices. (b) Buyer shall invoice Seller for any amounts due Buyer for a Delivery Month by the [***] day of the succeeding Month or the next Business Day thereafter in the event that the [***] day is not a Business Day. Seller shall pay the amount of each invoice within [***] days from date of such invoice, subject to disputed invoices. (c) All payments shall be made in U.S. dollars by wire transfer to a bank designated by the receiving Party. In the event that the paying Party reasonably and in good faith disputes any invoice hereunder, such Party shall so notify the other Party within 20 days from the date of the invoice, with notice of the reason for such Dispute and the paying Party shall pay the portion of such invoiced amount not so disputed. Payment of the disputed portion of the invoiced amount will only become due, and the paying Party shall pay the disputed portion of the invoiced amount within seven (7) days, after resolution of the Dispute pursuant to Section 20. The paying Party's failure to pay the disputed portion of any invoiced amount disputed in good faith shall not be deemed a breach hereof or a late payment. (d) Interest shall be due on all late payments of any amounts due under this Agreement and shall be calculated as simple interest at the Default Rate. 7. Schedule for Deliveries (a) No later than 90 days before the first day of each Month in which Product is to be delivered during the term of this Agreement (a “Delivery Month”), Buyer shall provide to Seller a


 
8 forecast of Buyer’s requirements for Product to be sold from each Seller Facility during such Delivery Month, which shall include an indication of whether and in what amounts such Product is to be shipped and delivered to one or more Buyer Facilities (such forecast the “Forecast”) consistent with the Annual Amounts and Exhibit 1. (For the avoidance of doubt, the requirement of this subsection and subsection (b) shall commence 90 days prior to the Delivery Commencement Date in order to provide Seller with appropriate transition and planning information.) Representatives from each Party will promptly meet thereafter at a mutually acceptable time, in person or via teleconference, to discuss the Forecast. (i) In preparing each Forecast for a Delivery Month, Buyer shall have the right to request the sale of each Product from each Seller Facility in an amount not exceeding 110% of the Base Quantity for such Product at such Seller Facility; provided that during any consecutive period of three Delivery Months the aggregate amount of any Product requested to be sold from any Seller Facility shall not exceed 105% of the sum of the Base Quantities for such Product at such Seller Facility for such three Month period. (ii) The Parties agree that until the Forecasts become Monthly Schedules, such Forecasts are estimates only. For the avoidance of doubt, (A) Buyer in submitting a Forecast as required pursuant to this subsection (a) or an updated Forecast as required pursuant to subsection (b) shall not have any obligation under this Agreement to submit a Forecast that provides for the delivery or purchase of any Product, and (B) Buyer shall have no obligation under this Agreement to purchase any Product except as provided in a Monthly Schedule established pursuant to subsection (b). (iii) Seller shall promptly notify Buyer of any known or anticipated events, including any unplanned outages of production equipment, including Major Unplanned Outages, that will prevent Seller from delivering the specified amounts of Product in accordance with the Forecasts, and Buyer shall promptly notify Seller of any known or anticipated events that will prevent Buyer from accepting the specified amounts of Product in accordance with the Forecasts. (iv) Each Forecast shall take into account any Planned Outage, and Buyer shall not include in a Forecast the sale of a Product from a Seller Facility that cannot be produced at such Seller Facility due to a Planned Outage. If the desired delivery of any Product from or at a Seller Facility would be adversely affected by a Planned Outage, Seller shall use commercially reasonable efforts, at Buyer's request, to increase deliveries of affected Product during preceding and succeeding Months. Any variation included by Buyer in a Forecast due to a Planned Outage shall not be taken into account for the purpose of the calculation of permitted variance under Section 7(a)(i).


 
9 (v) For the avoidance of doubt, notwithstanding any provisions of clause (i) and clause (iv), Seller shall not have any obligation to sell or deliver quantities of Product in excess of the Annual Amount for such Product in any Contract Year. (b) No later than 45 days before the first day of each Delivery Month, Buyer shall provide to Seller an updated Forecast, subject to the same limitations set forth in Section 7(a) above, with such updated Forecast to include Buyer's proposed schedule for the delivery at each Seller Facility, or shipment to a Buyer Facility, of Product to Buyer during such Month, including anticipated delivery dates and the applicable Delivery Point at which Buyer desires delivery of such Product from a Seller Facility to be made. No later than the first day of the Month immediately preceding each Delivery Month, Seller shall either (i) confirm to Buyer that Seller accepts Buyer’s updated Forecast, or (ii) submit to Buyer an alternative schedule (the “Alternative Schedule”), which may be either (1) a schedule based on the updated Forecast but modified to provide for the delivery of quantities of a Product from one or more Seller Facilities that are less than the applicable quantities specified in Buyer's updated Forecast, or (2) subject to the terms of Section 7(c), a [***]; provided that Seller may only submit an Alternative Schedule pursuant to (1) if and to the extent (x) the requested deliveries of a Product from a Seller Facility cannot be satisfied on account of a Seller Force Majeure Event, after complying with Seller's obligations under Section 13, or (y) Buyer’s updated Forecast was not timely submitted or does not satisfy the limitations in Section 7(a). In its submission of a proposed Alternative Schedule, Seller shall include sufficient detail to demonstrate compliance with the proviso of the previous sentence or, as applicable, subsection (c), and at Buyer's request, Seller shall provide additional information concerning Seller's inability to supply such Product quantities. At Buyer's request, Seller and Buyer shall consult together concerning Seller's proposed Alternative Schedule and use commercially reasonable efforts to agree upon any changes or revisions to such proposed Alternative Schedule, including, as applicable, sales of Product from other Seller facilities and sales of increased quantities of Product in later Months (which sales shall not be accounted for in the variations permitted in Section 7(a)(i) but shall be subject to Section 7(a)(v)). If the Parties are unable to agree upon any such changes or revisions to Seller's proposed Alternative Schedule by the date that is 20 days before the first day of the applicable Delivery Month, then the most recent Alternative Schedule proposed by Seller shall become final (without prejudice to any Buyer Claim hereunder that Seller has breached its obligations). Buyer’s updated Forecast (if confirmed by Seller or if Seller fails to propose an Alternative Schedule by the date that is 20 days before the first day of the applicable Delivery Month) or Seller’s Alternative Schedule (if Buyer’s updated Forecast is not confirmed and such Alternative Schedule becomes final in accordance with this subsection (b)) shall be binding and shall constitute the monthly schedule for deliveries of Product in the applicable Delivery Month (the “Monthly Schedule”). In each Delivery Month the aggregate amount of each Product to be delivered at each Seller Facility or shipped to a Buyer Facility in such Month pursuant to the applicable Monthly Schedule shall be binding on the Parties; provided that the failure of either Party to meet the schedule for delivery or acceptance of Product, as applicable, with respect to any particular day of such Month as set out in such Monthly Schedule shall not result in liability to such Party except as may occur with respect to any liability for demurrage or other third party charges pursuant to subsection (h). (c) Seller may, in accordance with subsection (b), submit an Alternative Schedule providing for [***], if (i) the Market Prices for [***] for the Month preceding the Month preceding


 
10 such Delivery Month (the “Reference Month”) were less than [***], and (ii) Seller reasonably believes that the Market Prices for [***] in the Month preceding the applicable Delivery Month and in the Delivery Month will be less than [***]. (d) In instances where Seller is obligated to ship a quantity of Product to a Buyer Facility pursuant to a Monthly Schedule and such quantity of Product is in transit, Buyer may request diversion and delivery of such quantity in whole or in part to a different Delivery Point. Seller shall use commercially reasonable efforts to achieve the requested diversion and delivery, and Buyer shall be liable for the payment of any incremental freight costs resulting thereby. (e) Seller shall deliver the specified amounts of Product from the applicable Seller Facility to the applicable Delivery Point in accordance with each Monthly Schedule, and Buyer shall accept delivery at such Delivery Point of the specified amounts of Product in accordance with each Monthly Schedule. Seller shall promptly notify Buyer of any known or anticipated events, including any unplanned outages of production equipment (including Major Unplanned Outages), that will prevent Seller from delivering the specified amounts of Product in accordance with the Monthly Schedule, and Buyer shall promptly notify Seller of any known or anticipated events that will prevent Buyer from accepting the specified amounts of Product in accordance with the Monthly Schedule. (i) If Buyer fails to accept delivery of Product at a Delivery Point in accordance with a Monthly Schedule, then Seller shall have the right to sell such Product to a third party and Buyer shall be liable to Seller for the excess of (i) the amount otherwise payable to Seller under this Agreement for such Product, less (ii) the amount actually received by Seller for such Product, plus reasonable costs and expenses. Seller shall use commercially reasonable efforts to mitigate such amount. (ii) If Seller fails to deliver any Product at a Delivery Point in accordance with a Monthly Schedule, then Buyer shall have the right to purchase such Product from a third party and Seller shall be liable to Buyer for the excess of (i) the amount actually paid by Buyer for such Product, less (ii) the amount otherwise payable to Seller under this Agreement for such Product, plus reasonable costs and expenses. Buyer shall use commercially reasonable efforts to mitigate such amount. (iii) If Seller is unable to sell Product to a third party that Buyer failed to accept, or if Buyer is unable to buy Product from a third party that Seller failed to supply, then the non-complying Party, at the request of the other Party, shall use commercially reasonable efforts to increase the quantity of Product it delivers and sells, or accepts and purchases, as applicable, from or at another Seller Facility or in later Months in order to replace the quantity of Product that was not purchased or sold due to such non-compliance. (f) In instances in which the Delivery Point for a Product is at a Seller Facility (and not delivered by Seller to Buyer at a Buyer Facility), Buyer shall provide all barges, trucks and railcars, whether or not owned by Buyer, necessary for the transportation of Product from the applicable Delivery Point and shall provide sufficient numbers of barges, railcars or trucks for loading within time frames that will permit Seller to meet each Monthly Schedule. All barges, trucks and railcars provided by Buyer (i) shall be suitable for the transportation of the relevant


 
11 Product, (ii) where previously used for the transportation of other substances shall be cleaned of such substances, and (iii) shall comply with all applicable Legal Requirements (and in the case of barges with Seller’s applicable dock tariff). In order to allow for the timely shipping of Products per each Monthly Schedule, Seller shall work cooperatively with the transportation companies engaged by Buyer to transport Products from the applicable Seller Facility. However, for the avoidance of doubt Seller shall have no liability pursuant to this Agreement for deviations from the Monthly Schedules caused by inadequate transportation services provided by the Buyer or such transportation companies. (g) In instances in which the Delivery Point for a Product is at a Buyer Facility, Seller shall be responsible for providing all transportation necessary to accomplish the applicable delivery of Product. Without prejudice to the generality of the foregoing, each Party has the right to request meetings with the other Party from time to time to discuss methods to improve the efficiency of Product transport, which by mutual agreement may include Buyer assigning, or taking an assignment of, carrier leases. (h) Each Party shall be liable to the other Party for demurrage or other third party charges related to transportation delay caused by such Party or its contractors. (i) Notwithstanding Section 22(a) of this Agreement, all forecasts, schedules, notices and other communications between the Parties pursuant to this Section 7 may be transmitted by email to an email address designated by each Party from time to time or by such other equally efficient means as the Parties may mutually agree. 8. Product Mix and Location Flexibility (a) At least 90 days prior to the beginning of each Contract Year during the term of this Agreement and as desired by either Party, the Parties shall discuss increasing the Annual Amount of UAN by up to 100,000 Short Tons for such Contract Year and decreasing the Annual Amount of Urea by an equivalent nutrient amount for such Contract Year, or vice versa. Any such increase and decrease shall only occur by mutual agreement of the Parties and shall not carry over into the succeeding Contract Year. (b) At least 90 days prior to the beginning of each Contract Year and as desired by either Party, the Parties shall discuss, and use commercially reasonable efforts to agree upon, reallocating quantities of the Annual Amount of a Product from a Seller Facility to another Seller Facility or any other fertilizer production facility then owned by Seller or its Affiliates. Any such reallocation of Product quantities shall only occur by mutual agreement of the Parties. 9. DEF and Specialty Products In the event that the Parties mutually wish to pursue the sale and purchase of Diesel Exhaust Fluid, new nitrogen fertilizer products, or other products developed by Seller or its Affiliates, the Parties intend that such arrangements shall be memorialized in separate agreements from this Agreement. 10. Title and Risk of Loss; Deliveries


 
12 (a) Title to and risk of loss of Product shall pass from Seller to Buyer as custody of Product passes from Seller to Buyer, Buyer’s customer, or Buyer’s transportation company at the applicable Delivery Point. (b) Seller shall provide Buyer, or, at Buyer's direction, Buyer's transportation company, with the following documents at the time of delivering Product to the Delivery Point: the bill of lading, origin survey and any other customary transport documents to evidence delivery at the Delivery Point. Safety data sheets for Product can be found at: http://www.cfindustries.com/products_safety-data-sheets.html. 11. Indemnity (a) Seller hereby agrees to protect, defend, indemnify, and hold Buyer, its parent company, partners, subsidiaries and any other Affiliates of Buyer, and their respective directors, officers, employees, attorneys-in-fact, and agents (collectively the “Buyer Indemnitees”) free and harmless from and against any and all Damages incurred by any Buyer Indemnitee and arising in connection with (i) Seller’s breach of any representation or warranty in this Agreement, including the failure of Product to meet the Specifications, (ii) any other breach by Seller in the performance of its covenants and agreements herein, (iii) the operation of any Seller Facility, (iv) the transportation, handling, use and sale of Product at or prior to the Delivery Point, or (v) the negligence or willful misconduct of Seller’s employees and Seller’s agents or subcontractors, or any of their employees, in each instance to the fullest extent permitted by law. The duty to defend, protect, indemnify and save the Buyer Indemnitees harmless referred to in the preceding sentence shall remain effective notwithstanding the existence of comparative, concurrent or contributing negligence of any person or entities including, but not limited to, the Buyer Indemnitees, their agents, employees or officers; provided however, that Seller shall not be liable for Damages to the extent resulting from the breach of Buyer’s warranties or covenants herein or the negligence or willful misconduct of the Buyer Indemnitees. Seller’s duty of indemnification shall survive the termination or expiration of this Agreement. (b) Buyer hereby agrees to protect, defend, indemnify, and hold Seller, its parent company, partners, subsidiaries and any other Affiliates of Seller, and their respective directors, officers, employees, attorneys-in-fact and agents (collectively the “Seller Indemnitees”) free and harmless from and against any and all Damages incurred by any Seller Indemnitee and arising in connection with (i) Buyer’s breach of any representation or warranty in this Agreement, (ii) any other breach by Buyer in the performance of its covenants and agreements herein, (iii) following delivery to Buyer’s transportation company or Buyer at the applicable Delivery Point, the storage, handling, transportation, use, and sale of Product (it being agreed that Buyer’s rights under Sections 4(a) and 4(b) to make Claims of nonconformity to Specifications within 45 days of shipment are not waived hereby), or (iv) the negligence or willful misconduct of Buyer’s employees and Buyer’s agents or subcontractors, or any of their employees, in each instance to the fullest extent permitted by law. The duty to defend, protect, indemnify and save the Seller Indemnitees harmless referred to in the preceding sentence shall remain effective notwithstanding the existence of comparative, concurrent or contributing negligence of any person or entities including, but not limited to, the Seller Indemnitees, their agents, employees or officers; provided however, that Buyer shall not be liable for Damages to the extent resulting from the breach of


 
13 Seller’s warranties or covenants herein or the negligence or willful misconduct of the Seller Indemnitees. Buyer’s duty of indemnification shall survive the termination or expiration of this Agreement. (c) IN NO EVENT SHALL EITHER SELLER OR BUYER BE LIABLE TO THE OTHER PARTY OR THE OTHER PARTY’S INDEMNITEES UNDER ANY PROVISION OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY INDEMNITY PROVISION HEREOF) FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES IN TORT OR CONTRACT. FURTHERMORE, EXCEPT AS SET FORTH IN ARTICLE 7, NEITHER SELLER NOR BUYER SHALL BE LIABLE TO THE OTHER PARTY OR THE OTHER PARTY’S INDEMNITEES UNDER ANY PROVISION OF THIS AGREEMENT FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR BUSINESS INTERRUPTION. THE PRECEDING SENTENCES SHALL NOT BE CONSTRUED, HOWEVER, AS LIMITING THE OBLIGATION OF EITHER SELLER OR BUYER TO INDEMNIFY THE OTHER PARTY OR THE OTHER PARTY’S INDEMNITEES AGAINST CLAIMS ASSERTED BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR BUSINESS INTERRUPTION. (d) If there occurs a third party Claim that either Party asserts is indemnifiable pursuant to Section 11(a) or 11(b), the Party seeking indemnification (the “Indemnified Party”) shall promptly provide notice (the “Notice of Claim”) to the other Party obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any liability of the Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder, but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. If the Indemnified Party provides a Notice of Claim to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party; provided, that prior to the Indemnifying Party assuming control of such defense, it shall first (i) verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all liabilities and obligations relating to such Claim for indemnification subject to indemnification hereunder and (ii) enter into an agreement with the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party that unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such Claim or facts giving rise to such Claim for indemnification hereunder, to the extent indemnifiable under this Section 11. After notice from the Indemnifying Party to such Indemnified Party of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the Indemnified Party reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnified Party shall have the right to its own defense by counsel (limited to one firm) of its own choosing and at the sole cost and expense of the Indemnifying Party. The Indemnified Party agrees to reasonably cooperate with the


 
14 Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnified Party shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Claim shall, except with the written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnified Party from all liability in respect to such Claim or that does not solely require the payment of money damages by the Indemnifying Party. The Indemnifying Party agrees to afford the Indemnified Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons asserting any Claim against the Indemnified Party or conferences with representatives of or counsel for such persons. In no event shall the Indemnifying Party, without the written consent of the Indemnified Party, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnified Party or (ii) injunctive relief affecting the Indemnified Party. (e) Upon receipt of a Notice of Claim, the Indemnifying Party, if it does not elect to assume the control of the defense, shall have 20 calendar days to contest its indemnification obligation with respect to such Claim, or the amount thereof, by written notice to the Indemnified Party (the “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the Damage in respect thereof has not yet been determined, such 20 day period in respect of, but only in respect of the amount of the Damage, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnified Party to the Indemnifying Party setting forth the amount of the Damage incurred by the Indemnified Party that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the Claim, and if the objection relates to the amount of the Damages asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnified Party, and any undisputed amount shall be promptly paid over to the Indemnified Party. If no such Contest Notice is given within such 20 day period, the obligation of the Indemnifying Party to pay the Indemnified Party the amount of the Damages set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (f) If the Indemnifying Party fails to assume the defense of such Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnified Party, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (ii) the Indemnifying Party shall cooperate with the Indemnified Party in the defense and settlement of such Claim in any manner reasonably requested by the Indemnified Party, and (iii) the Indemnified Party shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration. (g) The Indemnifying Party shall make any payment required to be made under this Section 11 in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Section that are not paid within seven (7) Business Days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnified Party, immediately upon demand, interest at the Default Rate, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Damages of the Indemnified Party.


 
15 12. Taxes, Fees and Licenses Buyer shall pay all taxes, assessments, duties, fees, levies, penalties, licenses or charges imposed by any Governmental Authority, including state tonnage taxes (collectively “Taxes”) which may now or hereafter be imposed on or with respect to Product after the applicable Delivery Point, and Seller shall pay all Taxes which may now or hereafter be imposed on or with respect to Product before or at the Delivery Point. If Seller is required to remit or pay Taxes that are Buyer’s responsibility hereunder, Seller shall include charges for such Taxes in its invoices to Buyer pursuant to Section 6, and Buyer shall reimburse Seller for such Taxes in its payment of such invoices. If Buyer is required to remit or pay Taxes that are Seller's responsibility hereunder, Buyer shall include charges for such Taxes in its invoices to Seller pursuant to Section 6, and Seller shall reimburse Buyer for such Taxes in its payment of such invoices. Each Party shall take such steps as the other Party reasonably requests and that can be accomplished without cost to mitigate the assessment of Taxes against such requesting Party. Buyer shall obtain, at its expense, any licenses, permits or other registrations required to accept delivery of Product. Seller shall obtain, at its expense, any licenses, permits or other registrations required for the sale of Product. 13. Force Majeure (a) A “Seller Force Majeure Event” shall mean, subject to the terms of this Section 13, an event beyond Seller's reasonable control that materially limits or wholly prevents the production or delivery of Product to be sold by Seller pursuant to this Agreement, which may include, without limitation: (i) physical events such as act of God, disease, landslides, sinkholes, floods, lightning, earthquakes, fires, storms such as hurricanes and tornadoes, or explosions; (ii) a Change in Law; (iii) strikes, lockouts, combination of workers or other labor difficulties (from whatever cause arising, and whether or not the demands of the employees are reasonable or within Seller’s or an Affiliate’s power to satisfy); (iv) terrorist attacks, riots, sabotage, insurrections or wars; (v) breakage or accident to critical machinery or critical equipment (other than because of failure to regularly maintain such machinery or equipment in accordance with standard industry practice); (vi) curtailment or interruption of the supply of natural gas, electricity or other raw materials or services necessary for the production or delivery of Product; and (vii) interruption of rail, barge or road transportation or other rail, barge or road services if due to an event described in clauses (i), (ii), (iii) or (iv). Notwithstanding the foregoing, none of the following shall in any event be deemed to be a Seller Force Majeure Event: (1) an act, omission, event or circumstance that is principally caused as a result of the negligence, willful misconduct or default of Seller; (2) any failure by Seller to obtain, maintain or renew (as applicable) any licenses, permits or other registrations in the ordinary course required for the production, delivery and sale of Product; and (3) any Major Unplanned Outage. (b) A “Buyer Force Majeure Event” shall mean, subject to the terms of this Section 13, an event beyond Buyer's reasonable control that that materially limits or wholly prevents the acceptance by Buyer (or Buyer’s transportation company) of Product to be sold pursuant to this Agreement, which may include, without limitation: (i) physical events such as act of God, disease, landslides, sinkholes, floods, lightning, earthquakes, fires, storms such as hurricanes and tornadoes, or explosions; (ii) a Change in Law; (iii) strikes, lockouts, combination of workers or other labor difficulties (from whatever cause arising, and whether or not the demands of the employees are reasonable or within Buyer’s or an Affiliate’s power to satisfy); (iv) terrorist


 
16 attacks, riots, sabotage, insurrections or wars; (v) breakage or accident to critical machinery or critical equipment (other than because of failure to regularly maintain such machinery or equipment in accordance with standard industry practice); (vi) curtailment or interruption of the supply of natural gas, electricity or other raw materials or services necessary for the receipt of Product, and (vii) interruption of rail, barge or road transportation or other rail, barge or road services if due to an event described in clauses (i), (ii), (iii) or (iv). Notwithstanding the foregoing, none of the following shall in any event be deemed to be a Buyer Force Majeure Event: (1) an act, omission, event or circumstance that is principally caused as a result of the negligence, willful misconduct or default of Buyer; and (2) any failure by Buyer to obtain, maintain or renew (as applicable) any licenses, permits or other registrations in the ordinary course required for the purchase of Product. (c) During and to the extent of a Seller Force Majeure Event claimed by Seller, if such Seller Force Majeure Event prevents delivery of Product at or sourced from a particular Seller Facility, Seller shall use commercially reasonable efforts to source Product from an alternative Seller Facility or any other fertilizer production facility then-owned by Seller or its Affiliates. Seller covenants and agrees that if a Seller Force Majeure Event adversely affects production of Product at a Seller Facility or supply of Product to Buyer in accordance with this Agreement (i) to the extent only a portion of production has been affected at a Seller Facility, Buyer shall [***], and (ii) Buyer shall [***]. In the event that alternative sourcing is not commercially reasonable, Seller’s obligation to sell and deliver Product from the Seller Facility affected by the Seller Force Majeure Event (and Buyer’s corresponding obligation to purchase and accept Product from the Seller Facility affected by the Seller Force Majeure Event) shall, subject to Seller's compliance with this Section 13, be excused to the extent of the Seller Force Majeure Event claimed by Seller. (d) Seller shall (i) give Buyer notice of any Seller Force Majeure Event claimed by Seller within seven (7) Business Days of the later of (A) the occurrence of the Seller Force Majeure Event and (B) first becoming aware of the existence of such Seller Force Majeure Event; (ii) use commercially reasonable efforts to eliminate the effects of and restore sales and deliveries impaired by the Seller Force Majeure Event (notwithstanding that the original cause was beyond its reasonable control); (iii) as promptly as possible resume full scale production and keep Buyer regularly informed of all progress in such regard; and (iv) use commercially reasonable efforts to increase the quantity of Product to be delivered to Buyer from or at another Seller Facility or after termination of the Seller Force Majeure Event in order to replace the quantity of Product that was not delivered due to such Seller Force Majeure Event; provided, however, that Seller shall not, for the avoidance of doubt, be obliged to increase the Annual Amount in any Contract Year as a result of using commercially reasonable efforts under this subsection (iv). (e) During and to the extent of a Buyer Force Majeure Event claimed by Buyer, Buyer’s obligation to purchase and accept Product pursuant to this Agreement (and Seller’s corresponding obligation to sell and deliver Product) shall, subject to Buyer's compliance with this Section 13, be excused. Buyer shall (i) Seller notice of any Buyer Force Majeure Event claimed by Buyer within seven (7) Business Days of the later of (A) the occurrence of the Buyer Force Majeure Event and (B) first becoming aware of the existence of such Buyer Force Majeure Event; (ii) use commercially reasonable efforts to eliminate the effects of and restore its ability to accept, transport, deliver, store and use Product impaired by the Buyer Force Majeure Event


 
17 (notwithstanding that the original cause was beyond its reasonable control); and (iii) as promptly as possible resume purchasing and keep Seller regularly informed of all progress in such regard. (f) If the non-performance of Seller’s Product sale and delivery obligations from a specified Seller Facility due to a Seller Force Majeure Event continues on an uninterrupted basis for 365 days, by notice to Seller within 30 days thereafter, Buyer may terminate its purchase obligations as to such Product from such Seller Facility to the extent of the quantity that, except for the Seller Force Majeure Event, otherwise would have been delivered at or from such Seller Facility. (g) If the non-performance of Buyer’s Product purchase and acceptance obligations from a specified Seller Facility due to a Buyer Force Majeure Event continues on an uninterrupted basis for 365 days, by notice to Buyer within 30 days thereafter, Seller may terminate its delivery and sale obligations as to such Product from such Seller Facility to the extent of the quantity that, except for the Seller Force Majeure Event, otherwise would have been delivered at or from such Seller Facility. (h) Notwithstanding the foregoing provisions of this Section 13, neither Seller nor Buyer shall be relieved of any obligation to pay any amounts owed under this Agreement arising prior to or independent from permitted nonperformance under a Seller Force Majeure Event or Buyer Force Majeure Event. (i) No Seller Force Majeure Event or Buyer Force Majeure Event pursuant to this Section 13 shall operate to extend the term of this Agreement or (except as provided in subsections (e) and (f)) to terminate it. 14. Major Unplanned Outages (a) A “Major Unplanned Outage” means an event, circumstance or outage that (i) regardless of whether the occurrence of such event is beyond Seller's reasonable control, materially limits or wholly prevents the production of Product at a Seller Facility, (ii) lasts in excess of four (4) weeks, (iii) is not caused by the gross negligence or willful misconduct of Seller, its employees, contractors or agents, (iv) is not a Seller Force Majeure Event, and (v) is notified to Buyer by Seller to be a Major Unplanned Outage. (b) During and to the extent of a Major Unplanned Outage, if such Major Unplanned Outage prevents delivery of Product at or sourced from a particular Seller Facility, Seller shall use commercially reasonable efforts to source Product from an alternative Seller Facility or any other fertilizer production facility then-owned by Seller or its Affiliates. Seller covenants and agrees that if a Major Unplanned Outage adversely affects production of Product at a Seller Facility or supply of Product to Buyer in accordance with this Agreement (i) to the extent only a portion of production has been affected at a Seller Facility, Buyer shall [***], and (ii) Buyer shall [***]. In the event that alternative sourcing is not commercially reasonable, Seller’s obligation to sell and deliver Product from the Seller Facility affected by the Major Unplanned Outage (and Buyer’s corresponding obligation to purchase and accept Product from the Seller Facility affected by the Major Unplanned Outage) shall, subject to Seller's compliance with this Section 14, be excused to the extent of the Major Unplanned Outage except as provided in subsections (c), (d) and (e).


 
18 (c) Seller shall (i) use commercially reasonable efforts to eliminate the effects of and restore sales and deliveries impaired by the Major Unplanned Outage; (ii) as promptly as possible resume full scale production and keep Buyer regularly informed of all progress in such regard; and (iii) use commercially reasonable efforts in such Contract Year to increase the quantity of Product to be delivered to Buyer from or at another Seller Facility or after termination of the Major Unplanned Outage in order to replace the quantity of Product that was not delivered due to such Major Unplanned Outage. (d) If Seller fails to deliver any Product at a Delivery Point in accordance with a Monthly Schedule as the result of a Major Unplanned Outage, then Buyer shall have the right to purchase such Product from a third party and Seller shall be liable to Buyer for the excess of (i) the amount actually paid by Buyer for such Product, less (ii) the amount otherwise payable to Seller under this Agreement for such Product, plus reasonable costs and expenses. Buyer shall use commercially reasonable efforts to mitigate such amount. (e) “Deficiency Amount” means an amount of Product measured in nutrient tons that Seller has failed to deliver in a Contract Year as the result of a Major Unplanned Outage and to which Buyer was otherwise entitled under a Monthly Schedule, less any nutrient tons of Product that Buyer has elected to purchase pursuant to subsection (d) and for which Seller has paid corresponding amounts due to Buyer pursuant to subsection (d). (i) For any Contract Year in which there is a Deficiency Amount, the total Annual Amount of Product for the subsequent Contract Year as measured in nutrient tons (i.e. the Annual Amount of Urea measured in nutrient tons plus the Annual Amount of UAN measured in nutrient tons) shall be increased in an amount equal to the lesser of (x) such Deficiency Amount plus any residual Deficiency Amounts carried over from prior Contract Years, or (y) 30,000 nutrient tons. The division of any such increase in the Annual Amount of nutrient tons as between each Product in such subsequent Contract Year shall be at Buyer’s option communicated to Seller no later than January 31 of such subsequent Contract Year. The Parties shall use commercially reasonable efforts to determine the Seller Facilities and Months in which such increase in nutrient tons shall be delivered; provided that unless otherwise agreed to by Seller, no more than 20,000 nutrient tons shall be allocated to any one Seller Facility. (ii) Any quantity of Deficiency Amount from a Contract Year that has not been used to increase the Annual Amount of Product nutrient tons in the subsequent Contract Year as the result of the 30,000 nutrient ton cap provided in clause (i), shall be carried over into succeeding Contract Years and added to the Annual Amount of Product nutrient tons in those Contract Years pursuant to the limitations set forth in clause (i) until such quantity of Deficiency Amount has been reduced to zero. For the avoidance of doubt, it is the intent of this subsection (e) to ensure that Buyer has the opportunity to purchase in subsequent Contract Years any Deficiency Amount of Product.


 
19 (f) Seller shall give notice to Buyer, as soon as reasonably practicable, after first becoming aware of the existence of an outage affecting production equipment that will or could, with the passage of time, become a Major Unplanned Outage. (g) Notwithstanding the foregoing provisions of this Section 14, neither Seller nor Buyer shall be relieved of any obligation to pay any amounts owed under this Agreement arising prior to or independent from permitted nonperformance under a Major Unplanned Outage. (h) No Major Unplanned Outage pursuant to this Section 14 shall operate to extend the term of this Agreement. 15. Warranty Seller represents and warrants that (i) at the time of delivery to the applicable Delivery Point, Product will conform to the applicable Specifications, and (ii) Seller will convey good and marketable title to Product, free and clear of any and all liens, mortgages, security interests, charges or other encumbrances. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER ASSUMES NO OTHER LIABILITY WITH RESPECT TO PRODUCT AND MAKES NO OTHER WARRANTY WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, EXPRESSED OR IMPLIED, WITH RESPECT THERETO. 16. Default and Remedies (a) Events of Default. An event of default (“Event of Default”) as to a Party shall be deemed to have occurred upon the following: (i) Such Party fails to make payment of an amount which is due to the other Party and such failure extends for more than 10 Business Days after notice by such other Party. (ii) Such Party experiences a Bankruptcy Event. (iii) Such Party fails to perform any of its covenants or obligations (other than obligations which are addressed in clause (a)(i)) in accordance with this Agreement and such failure is not cured within 30 days after the defaulting Party’s receipt of notice of such failure from the non-defaulting Party. (b) Remedies. Upon the occurrence of an Event of Default as provided in Section 16(a) above, the non-defaulting Party may suspend performance of its obligations hereunder with respect to the defaulting Party (including as to the specific defaulted obligation of the defaulting Party but otherwise performing and requiring performance of the remainder of the obligations), terminate this Agreement with respect to the defaulting Party, or take any other action (including Claim for damages) or pursue any other right available to it under this Agreement, at law or in equity; provided however, that no Party may terminate this Agreement while the resolution of any Dispute is pending pursuant to Section 20(b) (whether by mini-trial or lawsuit) contesting a Party’s right to terminate. Remedies provided herein are cumulative and the exercise of one shall not limit, waive or preclude the exercise of other remedies at the same time or subsequently.


 
20 17. Representations and Warranties Each Party hereby warrants to the other Party that: (a) it is duly incorporated and existing in accordance with the laws of its jurisdiction of incorporation or organization and is duly qualified to do business under the laws of such jurisdiction and each other jurisdiction in which such qualification is required; (b) it has capacity and has obtained all necessary authorization (if any) to enter into this Agreement and to undertake all of the obligations anticipated hereby; (c) that the execution and delivery of this Agreement by it and the performance of its obligations under this Agreement do not and shall not violate, conflict with or result in a breach of any decree, memorandum and/or articles of incorporation or organization, charter, by-law, law, contract or obligation to which it is a party or by which it is bound; and (d) this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms. 18. Coordination and Review (a) Following the Delivery Commencement Date, representatives of the Parties shall meet each quarter, via teleconference or in person, during the term at a mutually acceptable time and place to review and coordinate the operational aspects of each Party’s performance of its obligations under this Agreement, Planned Outages and the responses to Major Unplanned Outages and any Seller Force Majeure Events or Buyer Force Majeure Events, if applicable. A representative of Seller shall chair such meetings. Seller shall regularly and promptly keep Buyer advised of changes in the expected duration of Seller Force Majeure Events and Major Unplanned Outages affecting the supply of Product. (b) Representatives of the Parties shall meet in person twice in each Contract Year at a mutually acceptable time and place to review the administration and overall workings of this Agreement, including any conflicts that have arisen thereunder. 19. Confidentiality (a) Each Party shall keep and maintain, and shall cause its officers, employees, agents and contractors to keep and maintain, the confidentiality of all information contained in or relating to the performance of this Agreement or about the other Parties and shall not disclose any information to a third party except to the extent necessary to perform its obligations or to enforce its rights under this Agreement and except that neither Party shall have any obligation of confidentiality with respect to information that (a) is generally available to the public, (b) is or becomes known to such Party through sources not bound by any obligation of confidentiality, or (c) is required to be disclosed under applicable law, legal process or rules of any securities exchange. In the event that a Party is required by Legal Requirement to disclose any such information relating to this Agreement, the Party shall provide the other Party with prompt notice of such Legal Requirement, unless legally prohibited from doing so. In the case of legal process (which includes any judicial, administrative or governmental proceeding), the other Party may


 
21 seek a protective order or other appropriate remedy, at its expense, and/or waive compliance with this Agreement, and the first Party will make a reasonable effort to assist the other Party in seeking such protective order or other remedy, unless legally prohibited from doing so. If such protective order or other remedy is not obtained, or the first Party waives compliance with the provisions of this Agreement, the Party will furnish only that portion of information which is lawfully required or requested, and the Party will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to all such documents, data, or information which is disclosed. Notwithstanding the foregoing, either Party may disclose information of the type described in this Section 19 to such Party’s professional advisors (including attorneys, accountants and auditors) so long as such professional advisors are made aware of the confidentiality obligations set forth in this Section 19. (b) Seller shall establish and implement customary measures to insure that only Seller's personnel responsible for the production and delivery of Product in accordance with this Agreement shall have access to Buyer's Forecasts and the Monthly Schedule. Buyer shall establish and implement customary measures to insure that only Buyer's personnel responsible for arranging for the purchase of Product in accordance with this Agreement shall have access to Seller's schedule of Planned Outages. 20. Dispute Resolution and Governing Law (a) This Agreement shall be governed and construed in accordance with the substantive laws of the State of New York, without reference to conflicts of law principles that could mandate the application of the laws of another jurisdiction. The United Nations Convention on the International Sale of Goods shall not apply. (b) Except for matters subject to resolution pursuant to subsection (c) and except for a Party's right to seek injunctive relief pursuant to Section 20, in the event of any dispute arising out of, or relating to, this Agreement or the breach, termination or validity thereof (“Dispute”), the Parties agree: first, to submit the Dispute for review by representatives from each Party, who shall meet promptly after the Dispute first arising at a mutually acceptable time, in person, to discuss in good faith and seek resolution of the applicable Dispute, and second, if the foregoing resolution procedure is unsuccessful within 45 days of the first meeting of the applicable representatives, to submit the Dispute for resolution by “mini-trial”, unless they agree that such procedure is inappropriate for the matter in controversy. Such mini-trial shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution (CPR) Mini Trial Agreement for Business Disputes before a panel consisting of an executive with full decision-making authority from each Party and neutral mediator selected jointly by the Parties. Limited discovery shall be permitted as agreed by the Parties. The mini-trial shall be conducted in New York, New York, at an agreed time, place and date. Arguments may be presented by counsel or others as each Party deems appropriate. Each Party shall have no more than three hours (which may be extended by mutual agreement) to present exhibits, testimonies, summaries of testimony and argument. No recording of the proceeding shall be permitted. The executives may have present and consult with other advisors as deemed appropriate. Such proceeding shall be confidential and, unless a mutually agreeable settlement is reached, no portion of the proceeding shall be binding on either Party or used for any purpose in any subsequent proceeding. If a mutually agreeable settlement is reached, the panel shall prepare or cause to be prepared a written settlement agreement setting


 
22 forth the terms and conditions of the settlement which shall be executed by each Party and shall be enforceable by, and binding upon, each Party. In the event a mutually agreeable settlement is not reached through use of the mini-trial proceeding or within 120 days of the initiation of the mini-trial procedure, any Party may initiate legal proceedings in accordance with subsection (d). The neutral mediator shall be disqualified as a witness, consultant or expert in any subsequent proceeding. Performance of the Parties’ obligations to sell and purchase under this Agreement shall not be suspended pending resolution of any Dispute by mini-trial pursuant to this Section 20(b), or any lawsuit brought by a Party contesting a Party’s right to terminate or suspend performance because of breach or otherwise. (c) Any Dispute relating solely to an invoice dispute under Section 6 or a price calculation under Section 5 or Exhibit 2 shall be resolved by submitting the dispute to an independent accounting firm, acceptable to both Parties, which is not at the time of the Dispute engaged by, and which for two (2) years prior to the applicable Dispute has not been engaged by, either Party other than to determine Disputes hereunder (the “Neutral Accounting Arbitrator”), whose charges shall be borne one half by Seller and one half by Buyer. The Parties shall submit all information requested by the Neutral Accounting Arbitrator, whose decision except in cases of manifest error shall be final and unappealable. Each Party shall submit to the Neutral Accounting Arbitrator any information or documents requested by the other Party in connection with such Dispute. (d) Subject to subsection (b) and (c), in any action or proceeding relating to a Dispute, each Party irrevocably and unconditionally submits to the general jurisdiction of the courts of the United States of America sitting in New York, New York and consents and agrees that any such action or proceeding may be brought in such courts and waives any objection that it may have to the venue of such courts, including but not limited to on the basis of inconvenient forum. Each Party further waives any right to jury trial in any such court in any action or proceeding arising under or relating to this Agreement. 21. Injunctive Relief The Parties acknowledge and agree that violations of any of (i) the Parties’ respective purchase and sale obligations under this Agreement, including scheduling requirements under Section 7, or (ii) the Parties’ respective confidentiality obligations under Section 19, may result in losses to Buyer or Seller, as the case may be, for which liquidated damages or other monetary relief may not be adequate. Accordingly, the Parties agree that Buyer or Seller, as the case may be, shall be entitled to injunctive and other equitable relief, without the posting of a bond, in the event of a threatened or actual breach of any of the obligations set forth in clauses (i) and (ii) of the immediately preceding sentence, which injunctive relief shall be in addition to and not in lieu of other remedies available under this Agreement 22. Miscellaneous (a) Notices. Notices required or permitted hereunder shall be in writing, in English, and shall be deemed given when sent by recognized courier service to the address set forth below or to such other address (and by such other means) as either Party shall notify to the other:


 
23 If to Seller: CF Industries Nitrogen, LLC Attn: Senior Vice President, Sales, Distribution and Market Development 4 Parkway North, Suite 400 Deerfield, IL 60015-2590 With copy to: CF Industries Nitrogen, LLC Attn: General Counsel 4 Parkway North, Suite 400 Deerfield, IL 60015-2590 If to Buyer: CHS Inc. Attention: Vice President, Crop Nutrients 5500 Cenex Drive Inver Grove Heights, MN 55077-1733 With copy to: CHS Inc. Attention: Legal Department 5500 Cenex Drive Inver Grove Heights, MN 55077-1733 (b) Bankruptcy Matters. This Agreement and all transactions entered into hereunder constitutes a “forward contract” or a “swap agreement” within the meaning of the United States Bankruptcy Code (11 U.S.C. Section 101 (2000)); each Party is a “swap participant” within the meaning of the United States Bankruptcy Code with respect to any transaction that constitutes a “swap agreement”; each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code with respect to any transactions that constitute “forward contracts”; all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the United States Bankruptcy Code; each Party’s rights under Section 16(b) to terminate this Agreement constitutes a “contractual right to liquidate” the transactions within the meaning of the United States Bankruptcy Code; and this Agreement constitutes a master netting agreement as defined within the meaning of the United States Bankruptcy Code, as amended. (c) No Third-Party Rights. This Agreement is intended solely for the benefit of the Parties, their direct and indirect Affiliates, and their respective successors, permitted assignees and legal representatives, and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the Parties.


 
24 (i) This Agreement may not be assigned by Seller without the written consent of Buyer not to be unreasonably withheld, and this Agreement may not be assigned by Buyer except in accordance with Section 22(d)(ii); provided, however, notwithstanding the foregoing, either Seller or Buyer may assign this Agreement to an Affiliate of the assigning Party without the consent of the non-assigning Party so long as the assigning Party remains primarily liable hereunder. (ii) Buyer may assign this Agreement to any person or entity, without the consent of Seller, that: (1) has a creditworthiness that is equivalent to or greater than Buyer; provided, however, that such creditworthiness shall be conclusively established if the proposed assignee has a tangible net worth, or is guaranteed by a person with either a tangible net worth, of at least US$2 billion or a credit rating of at least “BBB-” by S&P or “Baa3” by Moody’s; and (2) is not a Seller Competitor. (e) Waiv rs. No waiver by any Party of any breach of any promise, commitment, (d) Assignment. e covenant, condition or obligation contained in this Agreement to be performed or fulfilled by the other Party shall be construed as any waiver of any succeeding breach of or failure to fulfill the same or any other promise, commitment, covenant, condition or obligation. All waivers must be in writing and executed by the Party against whom they are to be enforced. (f) Entirety and Conflict. This Agreement sets out the entire understanding and agreement among the Parties as to the subject matter hereof and supersedes all prior negotiations, commitments and writings pertaining to such subject matter. For the avoidance of doubt, nothing in this Agreement is intended to override any other agreement entered into between the Parties and which does not directly address the Parties’ respective obligations to purchase and sell Product hereunder. (g) Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and may be executed through electronic facsimile. (h) Preparation. This Agreement was negotiated and prepared by the Parties with advice of counsel to the extent deemed necessary by each Party, and was not prepared by any Party to the exclusion of the other and, accordingly, should not be construed against any Party by reason of its preparation. (i) Amendment. No modification or amendment of this Agreement shall be binding unless made specifically in writing and duly executed by the authorized representatives of both Parties.


 
25 (j) Insurance. (i) Seller shall, at its own expense, effect and maintain or cause to be maintained for the duration of this Agreement on the Seller’s behalf: (1) Commercial General Liability & Umbrella/Excess Liability insurance with minimum annual limits of $25,000,000 per occurrence for bodily injury and property damage, including coverage for contractual liability and products/completed operations; (2) Workers’ Compensation and Employer’s Liability insurance and such other forms of insurance which Seller is required to maintain in order to comply with Applicable Law and any statutory limits under workers’ compensation laws in all applicable States; (3) Commercial property insurance including business interruption coverage; and (4) upon request by Buyer, Seller shall provide Buyer with a certificate of insurance, executed by a duly authorized representative of each insurer, evidencing full compliance with the insurance requirements set forth herein. (ii) Buyer shall, at its own expense, effect and maintain for the duration of this Agreement on the Buyer’s own behalf: (1) Commercial General Liability & Umbrella/Excess Liability insurance with minimum annual limits of $25,000,000 per occurrence for bodily injury and property damage, including coverage for contractual liability and products/completed operations; (2) Workers’ Compensation and Employer’s Liability insurance and such other forms of insurance which Buyer is required to maintain in order to comply with Applicable Law and any statutory limits under workers’ compensation laws in all applicable States; (3) Commercial property insurance including business interruption coverage; and (4) upon request by Seller, Buyer shall provide Seller with a certificate of insurance, executed by a duly authorized representative of each insurer, evidencing full compliance with the insurance requirements set forth herein. (k) Prohibition of Bribery and Other Payments. Each Party warrants that in the performance of its obligations under this Agreement it will comply with the anti-bribery laws of


 
26 the countries in which it operates and those which may apply to performance of its obligations under this Agreement. Without limitation of the foregoing, neither Party may directly or indirectly: (i) offer, promise or provide (or cause to be offered, promised or provided) anything of value to a Public Official in order to influence official action or to any person to induce them to perform any obligation under or in connection with this Agreement in contravention of anti-bribery laws or otherwise improperly reward them for doing so; or (ii) request or accept anything of value to be induced or rewarded to perform any obligation under or in connection with this Agreement. (l) Comp liance with Laws Generally. The Parties shall perform all of their respective obligations under this Agreement in compliance with all Legal Requirements. (m) Severability. If any term or other provision of this Agreement is found to be invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party.


 
IN WITNESS WHEREOF, the Parties have executed this Nitrogen Fertilizer Purchase Agreement by their duly authorized representatives as of the day and year stated above. CF INDUSTRIES NITROGEN, LLC By: /s/ W. Anthony Will Name: W. Anthony Will Title: President and CEO CHS INC. By: /s/ Carl Casale Name: Carl Casale Title: President and Chief Executive Officer [Signature Page to Nitrogen Fertilizer Purchase Agreement]


 
EXHIBIT 1 Ex. 1-1 1. UAN (580,000 short tons) Short Tons Seller Facility 220,000 Donaldsonville, LA 100,000 Port Neal, IA 250,000 Woodward, OK 10,000 Yazoo City, MS 2. Urea (1,095,000 short tons) Short Tons Seller Facility 505,000 Port Neal, IA 590,000 Donaldsonville, LA


 
Ex. 2-1 EXHIBIT 2 PURCHASE PRICE CALCULATION The Purchase Price to be paid by Buyer for each Short Ton of Product delivered at or shipped from a given Seller Facility during a Delivery Month shall equal (i) the Market Price for such Product at such Seller Facility for such Month, plus (ii) the Applicable Freight Charge in cases where Buyer elects to have Seller deliver such Product to a Buyer Facility. “Market Price” means [***]. “Third Party Sales” means [***]. “Applicable Freight Charge” means in cases where Buyer elects to have Seller ship Product from the relevant Seller Facility and deliver it to a Delivery Point at a Buyer Facility, Seller's actual freight cost of delivery to such Buyer Facility, including any incremental actual freight costs resulting from the diversion of Product in transit pursuant to Section 7(d). [***] THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 
Ex. 3-1 EXHIBIT 3 SELLER COMPETITORS [***] THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 
Ex. 4-1 EXHIBIT 4 PRODUCTION ECONOMIC COST The Production Economic Cost attributable to deliveries of Urea and UAN from each Seller Facility in a given Delivery Month shall be determined using the following formula and matrices: [***] Product Urea UAN Gas Reference Price Price per MMBtu at applicable Seller Facility as provided below Price per MMBtu at applicable Seller Facility as provided below [***] [***] [***] [***] [***] [***] Urea Seller Facility Gas Reference Price Port Neal, IA [***] Donaldsonville, LA [***] UAN Seller Facility Gas Reference Price Donaldsonville, LA [***] Port Neal, IA [***] Woodward, OK [***] Yazoo City, MS [***]


 
Ex. 4-2 [***] THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


 
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
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
 
 
 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-154819 and 333-177326) and Form S-3 (333-196918) of CHS Inc. of our reports dated November 23, 2015 relating to the consolidated financial statements and financial statement schedule, which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 23, 2015

Exhibit 24.1
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carl M. Casale and Timothy Skidmore, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Form 10-K under the Securities Act of 1933, as amended, of CHS Inc. and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.
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
 
 
 
 

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Carl M. Casale, certify that:
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.

Date: November 23, 2015
 
/s/ Carl M. Casale
 
Carl M. Casale
 
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Timothy Skidmore, certify that:
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.

Date: November 23, 2015
 
/s/ Timothy Skidmore
 
Timothy Skidmore
 
Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 10-K of CHS Inc. (the “Company”) for the fiscal year ended August 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl M. Casale, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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







Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 10-K of CHS Inc. (the “Company”) for the fiscal year ended August 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy Skidmore, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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