|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended
|
August 31, 2018
|
or
|
|||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from to .
|
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)
|
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 Each Class)
|
|
(Name of Each Exchange on Which Registered)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
þ
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
Page
No.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2015
|
||||||
|
Capital Reserves
|
|
Total Equities
|
||||
|
(Dollars in thousands)
|
||||||
As previously reported
|
$
|
1,604,670
|
|
|
$
|
7,669,411
|
|
Cumulative restatement adjustments
|
(119,237
|
)
|
|
(117,972
|
)
|
||
As restated
|
$
|
1,485,433
|
|
|
$
|
7,551,439
|
|
|
For the Years Ended August 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Income (loss) before income taxes - As previously reported
|
$
|
(54,852
|
)
|
|
$
|
419,878
|
|
Restatement adjustments
|
(55,314
|
)
|
|
(17,753
|
)
|
||
Income (loss) before income taxes - As restated
|
$
|
(110,166
|
)
|
|
$
|
402,125
|
|
|
|
|
|
||||
Net income (loss) - As previously reported
|
$
|
127,223
|
|
|
$
|
423,969
|
|
Restatement adjustments
|
(56,265
|
)
|
|
(40,943
|
)
|
||
Net income (loss) - As restated
|
$
|
70,958
|
|
|
$
|
383,026
|
|
•
|
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 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.
|
•
|
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
|
•
|
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.
|
Refineries
|
Laurel, Montana and McPherson, Kansas
|
Propane terminals
|
Biddeford, Maine; Glenwood, Minnesota; Rockville, Minnesota (50% owned by CHS); Hannaford, North Dakota; Ross, North Dakota; Hixton, Wisconsin
|
Transportation terminals/repair facilities
|
12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin, two of which are leased
|
Petroleum and asphalt terminals/storage facilities
|
11 locations in Montana, North Dakota and Wisconsin
|
Pipelines:
|
|
Cenex Pipeline, LLC
|
Laurel, Montana to Fargo, North Dakota
|
Front Range Pipeline, LLC
|
Canadian border to Laurel, Montana
|
Jayhawk Pipeline, LLC
|
Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
|
Conway Pipeline
|
McPherson, Kansas to Conway, Kansas
|
Kaw Pipe Line Company
|
Locations throughout Kansas
|
Osage Pipe Line Company, LLC (50% owned by CHS McPherson)
|
Oklahoma to Kansas
|
Convenience stores/gas stations
|
34 locations in Minnesota, Montana, North Dakota, South Dakota, and Wyoming, 6 of which are leased
|
Lubricant plants/warehouses
|
Three locations in Minnesota, Ohio and Texas, one of which is leased
|
|
Selected Consolidated Financial Data
|
||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
(As Restated)
2015
|
|
(As Restated)
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
32,683,347
|
|
|
$
|
32,037,426
|
|
|
$
|
30,355,260
|
|
|
$
|
34,517,452
|
|
|
$
|
42,619,712
|
|
Cost of goods sold
|
31,589,887
|
|
|
31,142,766
|
|
|
29,386,515
|
|
|
33,099,955
|
|
|
40,889,181
|
|
|||||
Gross profit
|
1,093,460
|
|
|
894,660
|
|
|
968,745
|
|
|
1,417,497
|
|
|
1,730,531
|
|
|||||
Marketing, general and administrative
|
674,083
|
|
|
612,007
|
|
|
601,266
|
|
|
642,309
|
|
|
598,965
|
|
|||||
Reserve and impairment charges (recoveries), net
|
(37,709
|
)
|
|
456,679
|
|
|
75,036
|
|
|
158,771
|
|
|
78,133
|
|
|||||
Operating earnings (loss)
|
457,086
|
|
|
(174,026
|
)
|
|
292,443
|
|
|
616,417
|
|
|
1,053,433
|
|
|||||
(Gain) loss on disposal of business
|
(131,816
|
)
|
|
2,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
149,202
|
|
|
171,239
|
|
|
113,704
|
|
|
70,659
|
|
|
147,240
|
|
|||||
Other (income) loss
|
(78,015
|
)
|
|
(99,951
|
)
|
|
(47,609
|
)
|
|
(46,752
|
)
|
|
(146,472
|
)
|
|||||
Equity (income) loss from investments
|
(153,515
|
)
|
|
(137,338
|
)
|
|
(175,777
|
)
|
|
(107,850
|
)
|
|
(107,446
|
)
|
|||||
Income (loss) before income taxes
|
671,230
|
|
|
(110,166
|
)
|
|
402,125
|
|
|
700,360
|
|
|
1,160,111
|
|
|||||
Income tax expense (benefit)
|
(104,076
|
)
|
|
(181,124
|
)
|
|
19,099
|
|
|
(4,900
|
)
|
|
22,226
|
|
|||||
Net income (loss)
|
775,306
|
|
|
70,958
|
|
|
383,026
|
|
|
705,260
|
|
|
1,137,885
|
|
|||||
Net income (loss) attributable to noncontrolling interests
|
(601
|
)
|
|
(634
|
)
|
|
(223
|
)
|
|
(816
|
)
|
|
1,572
|
|
|||||
Net income (loss) attributable to CHS Inc.
|
$
|
775,907
|
|
|
$
|
71,592
|
|
|
$
|
383,249
|
|
|
$
|
706,076
|
|
|
$
|
1,136,313
|
|
Balance Sheet Data (as of August 31):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
$
|
759,034
|
|
|
$
|
148,565
|
|
|
$
|
338,446
|
|
|
$
|
2,650,637
|
|
|
$
|
3,132,548
|
|
Net property, plant and equipment
|
5,141,719
|
|
|
5,356,434
|
|
|
5,488,323
|
|
|
5,192,927
|
|
|
4,180,148
|
|
|||||
Total assets
|
16,381,178
|
|
|
15,818,922
|
|
|
17,149,639
|
|
|
15,101,216
|
|
|
15,142,607
|
|
|||||
Long-term debt, including current maturities
|
1,930,255
|
|
|
2,179,793
|
|
|
2,297,205
|
|
|
1,478,930
|
|
|
1,603,028
|
|
|||||
Total equities
|
8,165,028
|
|
|
7,705,640
|
|
|
7,759,157
|
|
|
7,551,439
|
|
|
6,428,582
|
|
|
As of August 31, 2016
|
||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
||||||
Working capital
|
$
|
414,385
|
|
|
$
|
(75,939
|
)
|
|
$
|
338,446
|
|
|
a, b, c
|
Net property, plant and equipment
|
5,488,323
|
|
|
—
|
|
|
5,488,323
|
|
|
|
|||
Total assets
|
17,312,135
|
|
|
(162,496
|
)
|
|
17,149,639
|
|
|
a, b, c
|
|||
Long-term debt, including current maturities
|
2,297,205
|
|
|
—
|
|
|
2,297,205
|
|
|
|
|||
Total equities
|
7,866,250
|
|
|
(107,093
|
)
|
|
7,759,157
|
|
|
a, b, c
|
|
For the Year Ended August 31, 2015
|
|
For the Year Ended August 31, 2014
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
34,582,442
|
|
|
$
|
(64,990
|
)
|
|
$
|
34,517,452
|
|
|
$
|
42,664,033
|
|
|
$
|
(44,321
|
)
|
|
$
|
42,619,712
|
|
|
a, b, c
|
Cost of goods sold
|
33,091,676
|
|
|
8,279
|
|
|
33,099,955
|
|
|
41,011,487
|
|
|
(122,306
|
)
|
|
40,889,181
|
|
|
a, b, c
|
||||||
Gross profit
|
1,490,766
|
|
|
(73,269
|
)
|
|
1,417,497
|
|
|
1,652,546
|
|
|
77,985
|
|
|
1,730,531
|
|
|
|
||||||
Marketing, general and administrative
|
642,309
|
|
|
—
|
|
|
642,309
|
|
|
598,965
|
|
|
—
|
|
|
598,965
|
|
|
|
||||||
Reserve and impairment charges (recoveries), net
|
133,045
|
|
|
25,726
|
|
|
158,771
|
|
|
3,633
|
|
|
74,500
|
|
|
78,133
|
|
|
a, c
|
||||||
Operating earnings (loss)
|
715,412
|
|
|
(98,995
|
)
|
|
616,417
|
|
|
1,049,948
|
|
|
3,485
|
|
|
1,053,433
|
|
|
|
||||||
Interest expense
|
70,659
|
|
|
—
|
|
|
70,659
|
|
|
147,240
|
|
|
—
|
|
|
147,240
|
|
|
|
||||||
Other (income) loss
|
(15,565
|
)
|
|
(31,187
|
)
|
|
(46,752
|
)
|
|
(121,149
|
)
|
|
(25,323
|
)
|
|
(146,472
|
)
|
|
c
|
||||||
Equity (income) loss from investments
|
(107,850
|
)
|
|
—
|
|
|
(107,850
|
)
|
|
(107,446
|
)
|
|
—
|
|
|
(107,446
|
)
|
|
|
||||||
Income (loss) before income taxes
|
768,168
|
|
|
(67,808
|
)
|
|
700,360
|
|
|
1,131,303
|
|
|
28,808
|
|
|
1,160,111
|
|
|
|
||||||
Income tax expense (benefit)
|
(12,165
|
)
|
|
7,265
|
|
|
(4,900
|
)
|
|
48,296
|
|
|
(26,070
|
)
|
|
22,226
|
|
|
a, c
|
||||||
Net income (loss)
|
780,333
|
|
|
(75,073
|
)
|
|
705,260
|
|
|
1,083,007
|
|
|
54,878
|
|
|
1,137,885
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(712
|
)
|
|
(104
|
)
|
|
(816
|
)
|
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
781,045
|
|
|
$
|
(74,969
|
)
|
|
$
|
706,076
|
|
|
$
|
1,081,435
|
|
|
$
|
54,878
|
|
|
$
|
1,136,313
|
|
|
|
Balance Sheet Data (as of August 31):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Working capital
|
$
|
2,751,949
|
|
|
$
|
(101,312
|
)
|
|
$
|
2,650,637
|
|
|
$
|
3,168,512
|
|
|
$
|
(35,964
|
)
|
|
$
|
3,132,548
|
|
|
a, c
|
Net property, plant and equipment
|
5,192,927
|
|
|
—
|
|
|
5,192,927
|
|
|
4,180,148
|
|
|
—
|
|
|
4,180,148
|
|
|
|
||||||
Total assets
|
15,226,125
|
|
|
(124,909
|
)
|
|
15,101,216
|
|
|
15,293,507
|
|
|
(150,900
|
)
|
|
15,142,607
|
|
|
a, c
|
||||||
Long-term debt, including current maturities
|
1,428,930
|
|
|
50,000
|
|
|
1,478,930
|
|
|
1,603,028
|
|
|
—
|
|
|
1,603,028
|
|
|
c
|
||||||
Total equities
|
7,669,411
|
|
|
(117,972
|
)
|
|
7,551,439
|
|
|
6,466,844
|
|
|
(38,262
|
)
|
|
6,428,582
|
|
|
a, c
|
•
|
Restatement
|
•
|
Overview
|
•
|
Business Strategy
|
•
|
Fiscal
2018
Highlights
|
•
|
Fiscal
2019
Priorities
|
•
|
Fiscal
2019
Outlook
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off Balance Sheet Financing Arrangements
|
•
|
Contractual Obligations
|
•
|
Critical Accounting Estimates
|
•
|
Effect of Inflation and Foreign Currency Transactions
|
•
|
Recent Accounting Pronouncements
|
•
|
Energy -
produces and provides primarily for the wholesale distribution and transportation of petroleum products.
|
•
|
Ag
- 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.
|
•
|
Nitrogen Production
- consists solely of our equity method investment in CF Nitrogen and produces and distributes nitrogen fertilizer, a commodity chemical.
|
•
|
Throughout fiscal
2018
we experienced higher crack spreads and favorable crude oil discounts that resulted in significantly improved margins and results in our Energy segment.
|
•
|
We completed the disposal of certain assets primarily within our Energy segment and Corporate and Other resulting in cash proceeds of approximately
$234.9 million
and a gain of approximately
$131.8 million
recognized during the first, second, and third quarters of fiscal
2018
. The cash proceeds were used to optimize our debt levels by reducing our need for incremental debt and minimizing existing funded debt.
|
•
|
In the second quarter of fiscal 2018, we experienced a significant tax benefit through the revaluation of our U.S. net deferred tax liability resulting from the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act").
|
•
|
Strengthening and improving our internal control environment.
|
•
|
Enhancing owner experience through deeper relationships, including seamless interactions with us through the use of more effective technology solutions.
|
•
|
A continued emphasis on sharpening our operational excellence by equipping our employees to develop needed expertise to serve CHS owners, improve processes, adapt to change and embrace diversity.
|
•
|
Drive enterprise business growth by focusing on our core businesses, continuing to improve efficiency in all that we do and earning higher market share.
|
|
For the Years Ended August 31,
|
||||||||||
|
|
|
(As Restated)
|
|
(As Restated)
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
32,683,347
|
|
|
$
|
32,037,426
|
|
|
$
|
30,355,260
|
|
Cost of goods sold
|
31,589,887
|
|
|
31,142,766
|
|
|
29,386,515
|
|
|||
Gross profit
|
1,093,460
|
|
|
894,660
|
|
|
968,745
|
|
|||
Marketing, general and administrative
|
674,083
|
|
|
612,007
|
|
|
601,266
|
|
|||
Reserve and impairment charges (recoveries), net
|
(37,709
|
)
|
|
456,679
|
|
|
75,036
|
|
|||
Operating earnings (loss)
|
457,086
|
|
|
(174,026
|
)
|
|
292,443
|
|
|||
(Gain) loss on disposal of business
|
(131,816
|
)
|
|
2,190
|
|
|
—
|
|
|||
Interest expense
|
149,202
|
|
|
171,239
|
|
|
113,704
|
|
|||
Other (income) loss
|
(78,015
|
)
|
|
(99,951
|
)
|
|
(47,609
|
)
|
|||
Equity (income) loss from investments
|
(153,515
|
)
|
|
(137,338
|
)
|
|
(175,777
|
)
|
|||
Income (loss) before income taxes
|
671,230
|
|
|
(110,166
|
)
|
|
402,125
|
|
|||
Income tax expense (benefit)
|
(104,076
|
)
|
|
(181,124
|
)
|
|
19,099
|
|
|||
Net income (loss)
|
775,306
|
|
|
70,958
|
|
|
383,026
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(601
|
)
|
|
(634
|
)
|
|
(223
|
)
|
|||
Net income (loss) attributable to CHS Inc.
|
$
|
775,907
|
|
|
$
|
71,592
|
|
|
$
|
383,249
|
|
|
For the Years Ended August 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Refinery throughput volumes
|
(Barrels per day)
|
|||||||
Heavy, high-sulfur crude oil
|
84,339
|
|
|
83,787
|
|
|
64,104
|
|
All other crude oil
|
66,785
|
|
|
69,980
|
|
|
72,115
|
|
Other feedstocks and blendstocks
|
17,713
|
|
|
14,184
|
|
|
16,719
|
|
Total refinery throughput volumes
|
168,837
|
|
|
167,951
|
|
|
152,938
|
|
Refined fuel yields
|
|
|
|
|
|
|||
Gasolines
|
86,115
|
|
|
86,105
|
|
|
79,483
|
|
Distillates
|
65,060
|
|
|
65,738
|
|
|
57,650
|
|
|
For the Years Ended August 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Market indicators
|
|
|
|
|
|
West Texas Intermediate (WTI) crude oil (dollars per barrel)
|
$62.23
|
|
$49.03
|
|
$41.50
|
WTI - Western Canadian Select (WCS) crude oil differential (dollars per barrel)
|
$17.92
|
|
$12.90
|
|
$14.13
|
Group 3 2:1:1 crack spread (dollars per barrel)*
|
$19.08
|
|
$14.21
|
|
$13.17
|
Group 3 5:3:2 crack spread (dollars per barrel)*
|
$18.46
|
|
$14.01
|
|
$13.10
|
D6 ethanol RIN (dollars per RIN)
|
$0.5280
|
|
$0.7214
|
|
$0.6783
|
D4 ethanol RIN (dollars per RIN)
|
$0.7221
|
|
$1.0352
|
|
$0.7621
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Income (loss) before income taxes
|
$
|
452,108
|
|
|
$
|
61,118
|
|
|
$
|
273,375
|
|
|
$
|
390,990
|
|
|
639.7
|
%
|
|
$
|
(212,257
|
)
|
|
(77.6
|
)%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
(8
|
)
|
|
$
|
15
|
|
Price
|
|
255
|
|
|
(99
|
)
|
||
Transportation, retail and other
|
|
60
|
|
|
(67
|
)
|
||
Change in reserves and impairments, net
+
|
|
33
|
|
|
(33
|
)
|
||
Non-gross profit related activity
+
|
|
51
|
|
|
(28
|
)
|
||
Total change in Energy IBIT
|
|
$
|
391
|
|
|
$
|
(212
|
)
|
•
|
Improved market conditions throughout fiscal 2018 in our refined fuels business, mostly due to higher crack spreads and associated higher margins. These benefits were partially offset by planned major maintenance activities at our Laurel, Montana refinery during May 2018 and a reduction of cost of goods sold ("COGS") during fiscal
2017
resulting from the benefit of certain manufacturing changes in our propane business that did not reoccur in fiscal
2018
.
|
•
|
Gains totaling
$65.9 million
recorded in other income in connection with the sale of certain assets during the third quarter of fiscal
2018
, including the sale of 34 Zip Trip stores located in the Pacific Northwest, United States ("Pacific Northwest") and the sale of the Council Bluffs pipeline and refined fuels terminal in Council Bluffs, Iowa.
|
•
|
A benefit of $19.1 million recognized during the third quarter of fiscal 2018 associated with the small refinery exemption for our Laurel, Montana refinery.
|
•
|
An impairment charge of $32.7 million was recorded during the third quarter of fiscal
2017
related to the cancellation of a capital project which did not reoccur in fiscal 2018.
|
•
|
Significantly reduced margins within refined fuels caused by a down cycle in the energy industry throughout fiscal 2017, which drove prices lower, partially offset by increases in propane margins driven by certain manufacturing changes. The lower margins in our refined fuels business were partially offset by higher demand for energy products, which caused volumes to increase (most significantly in refined fuels).
|
•
|
A $32.7 million impairment charge associated with the cancellation of a capital project during the third quarter of fiscal
2017
.
|
•
|
On November 23, 2016, the EPA released the final renewable fuel mandate for calendar year 2017, and as a result the market price for RINs increased in the first quarter of fiscal 2017.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Income (loss) before income taxes
|
$
|
74,258
|
|
|
$
|
(270,161
|
)
|
|
$
|
15,252
|
|
|
$
|
344,419
|
|
|
127.5
|
%
|
|
$
|
(285,413
|
)
|
|
(1,871.3
|
)%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
3
|
|
|
$
|
3
|
|
Price
|
|
(83
|
)
|
|
74
|
|
||
Change in reserves and impairments, net
+
|
|
452
|
|
|
(441
|
)
|
||
Non-gross profit related activity
+
|
|
(28
|
)
|
|
79
|
|
||
Total change in Ag IBIT
|
|
$
|
344
|
|
|
$
|
(285
|
)
|
•
|
Significant reserve and impairment charges that were recorded during fiscal 2017, the most significant of which related to charges of $229.4 million recorded during the third quarter of fiscal
2017
in association with a trading partner in our Brazilian operations entering bankruptcy-like proceedings under Brazilian law. These reserve and impairment charges did not reoccur in fiscal 2018.
|
•
|
We had previously recorded certain reserves and impairments in fiscal 2017 as disclosed in the reserves and impairment charges (recoveries), net portion of the management discussion and analysis. During fiscal
2018
, we were able to recover
$37.7 million
of these reserves and impairments by receiving higher than expected sale prices on certain assets and insurance proceeds, including $3.8 million during the first quarter of fiscal 2018, $11.3 million during the second quarter of fiscal 2018, $3.8 million during the third quarter of fiscal 2018 and $18.8 million during the fourth quarter of fiscal 2018.
|
•
|
Impairments of $26.3 million related to international investments during the fourth quarter of fiscal
2018
that we have exited or are in the process of exiting.
|
•
|
Decreased margins across multiple businesses in the Ag segment throughout fiscal 2018, as a result of lower demand and uncertainties primarily associated with international trade, which were partially offset by increased margins within our processing and food ingredients business that have resulted from lower input costs; particularly in the third quarter of fiscal year 2018.
|
•
|
Grain marketing IBIT decreased primarily due to charges of $229.4 million during the third quarter of fiscal
2017
associated with a trading partner in our Brazilian operations entering bankruptcy-like proceedings under Brazilian law. Grain marketing also experienced impairments within certain international investments of $20.2 million during the fourth quarter of fiscal
2017
due to persistent underperformance, partially offset by slightly higher grain volumes and associated margins.
|
•
|
Country operations IBIT decreased primarily due to changes in reserves related to a single producer borrower of $81.0 million along with $30.4 million of long-lived asset impairments, most of which were recorded during the second quarter of fiscal 2017. These impairments were significantly offset by higher grain margins and volumes.
|
•
|
A decrease in processing and food ingredients IBIT primarily caused by long-lived asset impairment charges of $80.1 million during the third and fourth quarters of fiscal 2017 that exceeded the prior year's non-recurring bad debt charge related to a specific customer. Higher margins partially offset this decrease.
|
•
|
Increased crop nutrients and renewable fuels IBIT, driven primarily by higher volumes and margins.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Nitrogen Production IBIT*
|
$
|
38,838
|
|
|
$
|
29,741
|
|
|
$
|
34,070
|
|
|
$
|
9,097
|
|
|
30.6
|
%
|
|
$
|
(4,329
|
)
|
|
(12.7
|
)%
|
Corporate and Other IBIT
|
$
|
106,026
|
|
|
$
|
69,136
|
|
|
$
|
79,428
|
|
|
$
|
36,890
|
|
|
53.4
|
%
|
|
$
|
(10,292
|
)
|
|
(13.0
|
)%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Revenues
|
$
|
7,589,119
|
|
|
$
|
6,227,838
|
|
|
$
|
5,408,879
|
|
|
$
|
1,361,281
|
|
|
21.9
|
%
|
|
$
|
818,959
|
|
|
15.1
|
%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
(84
|
)
|
|
$
|
223
|
|
Price
|
|
1,449
|
|
|
622
|
|
||
Transportation, retail and other
|
|
(4
|
)
|
|
(26
|
)
|
||
Total change in Energy revenues
|
|
$
|
1,361
|
|
|
$
|
819
|
|
•
|
Refined fuels revenues rose $1.2 billion (24%), primarily driven by an increase in the net average selling price ($1.3 billion), which was partially offset by a decrease in volumes ($51.3 million). The selling price of refined fuels products increased an average of $0.41 (25%) per gallon and sales volumes decreased 1% compared to the previous year.
|
•
|
Propane revenues increased $177.6 million (30%), of which $176.3 million was attributable to a $0.21 (30%) per gallon increase in the net average selling price compared to the prior year, as well as a $1.4 million (0.2%) increase attributable to slightly higher volumes.
|
•
|
Refined fuels revenues rose $724.7 million (17%), of which $517.0 million related to an increase in the net average selling price and $207.8 million related to higher sales volumes compared to the prior year. The selling price of refined fuels products increased an average of $0.16 (11%) per gallon, and sales volumes increased 5%, compared to the previous year.
|
•
|
Propane revenues increased $112.2 million (24%), of which $105.3 million was attributable to a rise in the net average selling price and $6.9 million was attributable to higher volumes. Propane sales volume increased 1% and the average selling price of propane increased $0.12 (22%) per gallon, when compared to the previous year.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Revenues
|
$
|
25,037,481
|
|
|
$
|
25,718,428
|
|
|
$
|
24,856,018
|
|
|
$
|
(680,947
|
)
|
|
(2.6
|
)%
|
|
$
|
862,410
|
|
|
3.5
|
%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
(522
|
)
|
|
$
|
858
|
|
Price
|
|
(159
|
)
|
|
4
|
|
||
Total change in Ag revenues
|
|
$
|
(681
|
)
|
|
$
|
862
|
|
•
|
Grain and oilseed revenues decreased by $757.0 million as a result of a 4% decline in volumes while average sales prices remained flat on a year-over-year basis. The decrease in volumes was primarily due to uncertainty associated with international trade.
|
•
|
Renewable fuels revenues decreased $99.9 million as the result of a 9% decline in volumes, which was partially offset by an average sales price increase of 2%. The decrease in volumes was due to lower exports and the higher average sales price was driven by higher prices experienced during the first and second quarters of fiscal
2018
.
|
•
|
The decreases in grain and oilseed and renewable fuels revenues were partially offset by a $160.4 million increase in crop nutrients revenue. The increased revenues within crop nutrients resulted from an 8% increase in crop nutrient prices and slightly increased volumes. Higher crop nutrient prices were driven by improved market conditions characterized by less oversupply in the market and the increased volumes were primarily the result of supply chain management improvements and improved market conditions compared to the prior year.
|
•
|
Increased processing and food ingredients revenues of $8.5 million and increased feed and farm supplies revenue of $7.1 million also partially offset the decreased grain and oilseed and renewable fuels revenues. Processing and food ingredients and feed and farm supplies increased as a result of higher volumes; however, price declines of 13% in processing and food ingredients and 5% in feed and farm supplies offset most of the volume increases.
|
•
|
Grain and oilseed revenues increased by $1.4 billion (8%), which was attributable to $612.1 million associated with higher average grain selling prices and an $819.7 million increase in volumes. The increase in volumes was due to the large U.S. crop production, while the rise in average sales price was primarily due to higher spring wheat and soybean prices.
|
•
|
Our processing and food ingredients revenues decreased $201.3 million, primarily due to a $181.1 million decline resulting from the prior-year sale of an international location during the third quarter of fiscal 2016 which contributed to the overall decline in volumes of $274.7 million (17%). An average sales price increase of $0.75 (6%) per unit related to processed oilseed commodities helped to partially offset the decreases associated with volume declines.
|
•
|
Wholesale crop nutrient revenues decreased $185.2 million due to lower average fertilizer selling prices of $508.4 million, partially offset by higher volumes of $323.2 million. Our wholesale crop nutrient volumes increased 15% and the average sales price of all fertilizers sold reflected a decrease of 21% per ton compared to the prior year. The increase in volumes was due to improved market demand from the prior year as well as supply chain management improvements.
|
•
|
Our renewable fuels revenues from our marketing and production operations decreased $7.3 million primarily as the result of 4% lower volumes, partially offset by an increased average sales price of $0.06 (4%) per gallon resulting from market supply and demand forces. The decrease in volumes was due to lower exports.
|
•
|
The remaining Ag segment product revenues, related primarily to feed and farm supplies, decreased $175.5 million mainly due to reduced country operations retail sales and a decline in plant food and sunflower pricing. The decreases were partially offset by increases in diesel sold as a result of higher grain movement and a rise in propane sold for home heating and crop drying.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Corporate and Other revenues*
|
$
|
56,747
|
|
|
$
|
91,160
|
|
|
$
|
90,363
|
|
|
$
|
(34,413
|
)
|
|
(37.8
|
)%
|
|
$
|
797
|
|
|
0.9
|
%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Cost of goods sold
|
$
|
7,031,000
|
|
|
$
|
5,977,123
|
|
|
$
|
5,007,080
|
|
|
$
|
1,053,877
|
|
|
17.6
|
%
|
|
$
|
970,043
|
|
|
19.4
|
%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
(76
|
)
|
|
$
|
208
|
|
Price
|
|
1,194
|
|
|
721
|
|
||
Transportation, retail and other
|
|
(64
|
)
|
|
41
|
|
||
Total change in Energy cost of goods sold
|
|
$
|
1,054
|
|
|
$
|
970
|
|
•
|
Refined fuels COGS increased $931.2 million (19%), which reflects a $0.32 (20%) per gallon rise in the average cost of refined fuels offset by a 1% volume decrease.
|
•
|
The $211.3 million (37%) increase in propane COGS was attributable to an increase in average cost of $0.25 (37%) per gallon and slightly increased volumes (0.2%). The increase in average cost was partially due to the benefit of certain manufacturing changes in fiscal 2017 that did not reoccur in fiscal 2018 that had reduced COGS by $33.9 million in fiscal 2017.
|
•
|
Refined fuels COGS increased $814.3 million (20%), which reflects a $0.20 (15%) per gallon rise in the average cost of refined fuels and a 5% volume increase.
|
•
|
The increase in propane COGS of $106.4 million was attributable to a 1% rise in volumes and an increase in average cost of $0.12 (21%) per gallon. These increases were partially offset by certain manufacturing changes that reduced COGS by $33.9 million.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Cost of goods sold
|
$
|
24,560,854
|
|
|
$
|
25,161,821
|
|
|
$
|
24,376,782
|
|
|
$
|
(600,967
|
)
|
|
(2.4
|
)%
|
|
$
|
785,039
|
|
|
3.2
|
%
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||
|
|
(Dollars in millions)
|
||||||
Volume
|
|
$
|
(524
|
)
|
|
$
|
855
|
|
Price
|
|
(77
|
)
|
|
(70
|
)
|
||
Total change in Ag cost of goods sold
|
|
$
|
(601
|
)
|
|
$
|
785
|
|
•
|
Grain and oilseed COGS decreased by $683.6 million as a result of a 4% decline in volumes with average costs remaining flat on a year-over-year basis. The decrease in volumes was primarily due to uncertainty associated with international trade.
|
•
|
Renewable fuels COGS decreased by $85.7 million as the result of a 9% decline in volumes, which was partially offset by increased average costs of 3%. The decrease in volumes was due to lower exports and the higher average cost was driven by higher input costs.
|
•
|
Processing and food ingredients COGS decreased by $12.5 million as the result of decreased average costs of 14%, which was partially offset by a 15% increase in volumes. The decreased costs resulted from lower input prices, primarily soybeans, and increased volumes were the result of operational improvements following the disposal of certain facilities and improved market conditions from the prior year.
|
•
|
The decreases in grain and oilseed, renewable fuels, and processing and food ingredients COGS were partially offset by a $171.0 million increase in crop nutrients COGS and a $9.8 million increase of feed and farm supplies COGS. The increased COGS in crop nutrients was primarily the result of improved market conditions leading to price increases in the fertilizer market and the increased COGS for feed and farm supplies was the result of higher volumes.
|
•
|
The costs of grains and oilseed procured through our Ag segment increased $1.4 billion (8%). The majority of the increase was driven by a 5% increase in volumes and a 3% increase in average cost per bushel, resulting in increased COGS of $811.3 million and $570.7 million, respectively. The average per bushel month-end market price of soybeans and spring wheat increased, while corn decreased slightly compared to the prior year. The increase in volumes was due to a large U.S. crop production.
|
•
|
Processing and food ingredients COGS decreased $174.2 million (12%) and is comprised of $264.2 million in lower volumes, partially offset by a $90.0 million higher average cost of oilseeds purchased for further processing. The volume decline was driven by a $178.5 million decline due to the sale of an international location in the prior year.
|
•
|
Wholesale crop nutrients COGS decreased by $223.5 million (10%), caused primarily by a decline of 22% in average cost per ton of product. The price decline was partially offset by increased volumes of 15%. The increase in volumes and decrease in the prices paid for goods were due to better market conditions compared to the prior year, as well as efficiencies in supply chain management.
|
•
|
Renewable fuels COGS decreased $9.8 million (1%) resulting from a volume decline of 4%, which was partially offset by an increase in the average cost per gallon of $0.06 (4%).
|
•
|
The remaining Ag segment product COGS, primarily feed and farm supplies, decreased $189.5 million due to a reduction in retail sales and the purchase price of plant food and sunflower.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Nitrogen Production COGS
|
$
|
1,340
|
|
|
$
|
(538
|
)
|
|
$
|
2,222
|
|
|
$
|
1,878
|
|
|
NM*
|
|
$
|
(2,760
|
)
|
|
NM*
|
Corporate and Other COGS
|
$
|
(3,307
|
)
|
|
$
|
4,360
|
|
|
$
|
431
|
|
|
$
|
(7,667
|
)
|
|
NM*
|
|
$
|
3,929
|
|
|
NM*
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Marketing, general and administrative expenses
|
$
|
674,083
|
|
|
$
|
612,007
|
|
|
$
|
601,266
|
|
|
$
|
62,076
|
|
|
10.1
|
%
|
|
$
|
10,741
|
|
|
1.8
|
%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Reserve and impairment charges (recoveries), net
|
$
|
(37,709
|
)
|
|
$
|
456,679
|
|
|
$
|
75,036
|
|
|
$
|
(494,388
|
)
|
|
(108.3
|
)%
|
|
$
|
381,643
|
|
|
508.6
|
%
|
•
|
Reserves of approximately $229.4 million related to a Brazil trading partner in our Ag segment entering bankruptcy-like proceedings under Brazilian law that were recorded during the third quarter of fiscal
2017
which did not reoccur in fiscal
2018
.
|
•
|
An impairment charge of $32.7 million during the third quarter of fiscal
2017
associated with the cancellation of a capital project in our Energy segment and $110.6 million associated with the impairment of long-lived assets and goodwill in our Ag segment in fiscal 2017, neither of which reoccurred in fiscal
2018
.
|
•
|
Subsequent to fiscal 2017, we were able to recover
$37.7 million
of impairment charges that had been recorded by receiving higher than expected sale prices on certain assets and insurance proceeds.
|
•
|
The remaining decrease is mostly attributed to loan losses and accounts receivable reserve expense primarily related to a single producer borrower recorded during fiscal
2017
which did not reoccur in fiscal 2018.
|
•
|
A Brazil trading partner in our Ag segment entering into bankruptcy-like proceedings under Brazilian law during the third quarter of fiscal
2017
, which resulted in charges of $229.4 million.
|
•
|
An impairment charge in our Energy segment of $32.7 million associated with the cancellation of a capital project during the third quarter of fiscal
2017
.
|
•
|
Impairment charges of $110.6 million related to the impairment of long-lived assets and goodwill in our Ag segment during fiscal
2017
.
|
•
|
The loan loss reserve expense in our Ag segment specific to a single producer borrower increased $81.0 million when compared to fiscal
2016
.
|
•
|
These increases were partially offset by decreases in bad debt expense related to other domestic and international areas of the business when compared to fiscal
2016
.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
|||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||
Gain (loss) on disposal of business
|
$
|
131,816
|
|
|
$
|
(2,190
|
)
|
|
—
|
|
|
$
|
134,006
|
|
|
NM*
|
|
$
|
(2,190
|
)
|
|
NM*
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Interest expense
|
$
|
149,202
|
|
|
$
|
171,239
|
|
|
$
|
113,704
|
|
|
$
|
(22,037
|
)
|
|
(12.9
|
)%
|
|
$
|
57,535
|
|
|
50.6
|
%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Other income (loss)
|
$
|
78,015
|
|
|
$
|
99,951
|
|
|
$
|
47,609
|
|
|
$
|
(21,936
|
)
|
|
(21.9
|
)%
|
|
$
|
52,342
|
|
|
109.9
|
%
|
•
|
A gain of $30.5 million recorded during fiscal
2017
associated with an embedded derivative within the contract relating to our strategic investment in CF Nitrogen that did not reoccur during fiscal
2018
. See Note 13,
Derivative Financial Instruments and Hedging Activities,
of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.
|
•
|
The decrease associated with the embedded derivative was partially offset by increased interest income due to higher interest rates and other non-operating activity.
|
•
|
Higher financing fees earned by us which are associated with various customer activities and receivables totaling $27.8 million.
|
•
|
A gain of $30.5 million recorded in association with an embedded derivative within the contract relating to our strategic investment in CF Nitrogen, of which $29.1 million was recognized during the first quarter of fiscal
2017
.
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Equity income (loss) from investments*
|
$
|
153,515
|
|
|
$
|
137,338
|
|
|
$
|
175,777
|
|
|
$
|
16,177
|
|
|
11.8
|
%
|
|
$
|
(38,439
|
)
|
|
(21.9
|
)%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Income tax benefit (expense)
|
$
|
104,076
|
|
|
$
|
181,124
|
|
|
$
|
(19,099
|
)
|
|
$
|
(77,048
|
)
|
|
(42.5
|
)%
|
|
$
|
200,223
|
|
|
(1,048.3
|
)%
|
|
For the Years Ended August 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,072,068
|
|
|
$
|
919,118
|
|
|
$
|
1,260,554
|
|
|
$
|
152,950
|
|
|
16.6
|
%
|
|
$
|
(341,436
|
)
|
|
(27.1
|
)%
|
Net cash provided by (used in) investing activities
|
(79,524
|
)
|
|
(405,041
|
)
|
|
(3,746,971
|
)
|
|
325,517
|
|
|
80.4
|
%
|
|
3,341,930
|
|
|
89.2
|
%
|
|||||
Net cash provided by (used in) financing activities
|
(732,170
|
)
|
|
(618,258
|
)
|
|
1,814,196
|
|
|
(113,912
|
)
|
|
(18.4
|
)%
|
|
(2,432,454
|
)
|
|
(134.1
|
)%
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
8,864
|
|
|
(4,713
|
)
|
|
(5,223
|
)
|
|
13,577
|
|
|
288.1
|
%
|
|
510
|
|
|
9.8
|
%
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
269,238
|
|
|
$
|
(108,894
|
)
|
|
$
|
(677,444
|
)
|
|
$
|
378,132
|
|
|
347.2
|
%
|
|
$
|
568,550
|
|
|
83.9
|
%
|
•
|
Proceeds of
$234.9 million
from the sale of certain North American businesses/assets primarily during the three months ended May 31, 2018, in our Ag and Energy segments and our insurance business reported in Corporate and Other. The proceeds received were partially used to reduce long-term debt.
|
•
|
Proceeds of $91.2 million from the sale of property, plant, and equipment, including $54.7 million related to the sale of our corporate office building in Inver Grove Heights, Minnesota in the first quarter of fiscal 2018 which was subsequently leased back to us. The proceeds received were used to reduce our long-term debt.
|
•
|
Increased payments, net of borrowings, on lines of credit and long-term borrowings as part of our focus to manage financial leverage and liquidity optimization.
|
•
|
The decrease above was partially offset by the authorization to not distribute cash patronage during the fiscal year.
|
•
|
Increases in inventory resulting from increased commodity prices and volumes on hand. On August 31, 2017, the per bushel market prices of two of our primary grain commodities, spring wheat and corn, increased by $1.33 (27%) and $0.41 (14%), respectively, when compared to the spot prices on August 31, 2016. The per bushel market price of our third primary commodity, soybeans, decreased by $0.24 (2%) when compared to the spot price on August 31, 2016. In general, crude oil market prices increased $2.53 (6%) per barrel on August 31, 2017, when compared to August 31, 2016. Partially offsetting grain prices, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases of up to 14%, depending on the specific products, compared to prices on August 31, 2016.
|
•
|
Lower net income due to increased reserve and impairment charges within our Ag and Energy segments.
|
•
|
Our $2.8 billion investment in CF Nitrogen completed in fiscal 2016 which didn't reoccur in fiscal 2017.
|
•
|
Reduced acquisitions of property, plant and equipment and other business acquisitions. The significant decrease in acquisitions of property, plant and equipment was primarily related to our plan to reduce our capital investments to allow us to actively reduce our funded debt obligations.
|
•
|
Net cash proceeds of $7.9 million related to the sale of Receivables associated with the Securitization Facility.
|
•
|
Proceeds from issuances of debt instruments related primarily to the financing of the CF Nitrogen investment in fiscal 2016 which didn't reoccur in fiscal 2017.
|
•
|
The decrease above was partially offset by reduced payments of cash patronage in fiscal 2017 and the final contingent payment of the noncontrolling interest in CHS McPherson Refinery Inc. ("CHS McPherson") made in fiscal 2016.
|
•
|
Capital expenditures.
We expect total capital expenditures for fiscal
2019
to be approximately $515.0 million,
compared to capital expenditures of
$355.4 million
in fiscal
2018
. Included in that amount for fiscal
2019
is approximately $151.0 million for the acquisition of property, plant and equipment at our Laurel, Montana and McPherson, Kansas refineries.
|
•
|
Major repairs
. 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-week period every 2-4 years. Our McPherson, Kansas refinery has planned maintenance scheduled for fiscal 2019 for approximately $177.0 million. We paid
$80.5 million
for major repairs, primarily at our Laurel, Montana refinery in fiscal 2018.
|
•
|
Debt and interest.
We expect to repay approximately
$168 million
of long-term debt and capital lease obligations and incur interest payments related to long-term debt of approximately
$83.0 million
during fiscal
2019
.
|
•
|
Preferred stock dividends.
We had approximately
$2.3 billion
of preferred stock outstanding at
August 31, 2018
. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal
2019
.
|
•
|
Patronage
. Our Board of Directors authorized approximately $75.0 million of our fiscal 2018 patronage sourced earnings to be paid to our member owners during fiscal 2019.
|
•
|
Equity redemptions
. We expect total redemptions of approximately $79.0 million to be distributed in fiscal 2019 and to be in the form of redemptions of qualified and non-qualified equity owned by individual producer members and associations. This amount includes approximately $4.0 million of authorized redemptions from fiscal 2018 to be paid in fiscal 2019.
|
Primary Revolving Credit Facilities
|
|
Maturities
|
|
Total Capacity
|
|
Borrowings Outstanding
|
|
Interest Rates
|
||||
|
|
|
|
2018
|
|
2018
|
|
2017
|
|
|
||
|
|
|
|
(Dollars in thousands)
|
|
|
||||||
Committed Five-Year Unsecured Facility
|
|
2021
|
|
$
|
3,000,000
|
|
|
$—
|
|
$480,000
|
|
LIBOR or Base Rate +0.00% to 1.45%
|
Uncommitted Bilateral Facilities
|
|
2019
|
|
515,000
|
|
|
515,000
|
|
350,000
|
|
LIBOR or Base Rate +0.00% to 1.20%
|
|
For the Years Ended August 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Private placement debt
|
$
|
1,510,547
|
|
|
$
|
1,643,886
|
|
Bank financing
|
366,000
|
|
|
445,000
|
|
||
Capital lease obligations
|
25,280
|
|
|
33,075
|
|
||
Other notes and contract payable
|
32,607
|
|
|
62,652
|
|
||
Deferred financing costs
|
(4,179
|
)
|
|
(4,820
|
)
|
||
|
$
|
1,930,255
|
|
|
$
|
2,179,793
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Patronage Distributed in Cash
|
$
|
75.0
|
|
|
$
|
—
|
|
|
$
|
103.9
|
|
|
$
|
251.7
|
|
Patronage Distributed in Equity
|
345.3
|
|
|
128.8
|
|
|
153.6
|
|
|
375.5
|
|
||||
Total Patronage Distributed
|
$
|
420.3
|
|
|
$
|
128.8
|
|
|
$
|
257.5
|
|
|
$
|
627.2
|
|
|
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)
|
$
|
1,918,689
|
|
|
$
|
162,846
|
|
|
$
|
213,143
|
|
|
$
|
282,130
|
|
|
$
|
1,260,570
|
|
Interest payments
(2)
|
641,173
|
|
|
83,030
|
|
|
151,430
|
|
|
134,066
|
|
|
272,647
|
|
|||||
Capital lease obligations
(3)
|
28,593
|
|
|
4,845
|
|
|
8,792
|
|
|
7,020
|
|
|
7,936
|
|
|||||
Operating lease obligations
|
352,062
|
|
|
103,800
|
|
|
92,081
|
|
|
52,381
|
|
|
103,800
|
|
|||||
Purchase obligations
(4)
|
8,719,832
|
|
|
7,331,773
|
|
|
541,845
|
|
|
262,572
|
|
|
583,642
|
|
|||||
Other liabilities
(5)
|
519,289
|
|
|
16,443
|
|
|
44,967
|
|
|
19,120
|
|
|
438,759
|
|
|||||
Total obligations
|
$
|
12,179,638
|
|
|
$
|
7,702,737
|
|
|
$
|
1,052,258
|
|
|
$
|
757,289
|
|
|
$
|
2,667,354
|
|
(1)
|
Excludes fair value adjustments to the long-term debt reported on our Consolidated Balance Sheet at
August 31, 2018
, 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, 2018
.
|
(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 approximate 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)
|
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
$519.3 million
on our Consolidated Balance Sheet at
August 31, 2018
, the timing of the payments of $424.5 million of such liabilities cannot be determined.
|
Expected Maturity Date
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
Asset (Liability)
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Variable rate miscellaneous
short-term notes payable
|
$
|
1,437,264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,437,264
|
|
|
$
|
(1,437,264
|
)
|
Average interest rate
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
%
|
|
—
|
|
||||||||
Variable rate CHS Capital
short-term notes payable
|
$
|
834,932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
834,932
|
|
|
$
|
(834,932
|
)
|
Average interest rate
|
2.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
%
|
|
—
|
|
||||||||
Fixed rate long-term debt
|
$
|
162,846
|
|
|
$
|
30,671
|
|
|
$
|
182,472
|
|
|
$
|
65
|
|
|
$
|
282,065
|
|
|
$
|
894,570
|
|
|
$
|
1,552,689
|
|
|
$
|
(1,505,652
|
)
|
Average interest rate
|
4.2
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
|
5.1
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
4.0
|
%
|
|
—
|
|
||||||||
Variable rate long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
366,000
|
|
|
$
|
366,000
|
|
|
$
|
(335,927
|
)
|
Average interest rate
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
range
|
|
|
—
|
|
||||||||
Interest Rate Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed to variable long-term debt interest rate swaps
|
$
|
130,000
|
|
|
$
|
—
|
|
|
$
|
160,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205,000
|
|
|
$
|
495,000
|
|
|
$
|
(9,452
|
)
|
Average pay rate
(b)
|
range
|
|
|
—
|
|
|
range
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
range
|
|
|
—
|
|
||||||||
Average receive rate
(c)
|
range
|
|
|
—
|
|
|
range
|
|
|
—
|
|
|
—
|
|
|
range
|
|
|
range
|
|
|
—
|
|
(a)
|
Borrowings under the agreement 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
|
(b)
|
Seven swaps with notional amount of $495.0 million with fixed rates from 4.08% to 4.67%.
|
(c)
|
Average three-month U.S. Dollar LIBOR plus spreads ranging from 2.009% to 2.74%.
|
|
For the Three Months Ended
|
||||||||||||||
|
August 31,
2018 |
|
(As Restated)
May 31,
2018 |
|
(As Restated)
February 28,
2018 |
|
(As Restated)
November 30,
2017 |
||||||||
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
8,583,982
|
|
|
$
|
9,087,328
|
|
|
$
|
6,980,153
|
|
|
$
|
8,031,884
|
|
Gross profit
|
391,362
|
|
|
245,967
|
|
|
135,304
|
|
|
320,827
|
|
||||
Income (loss) before income taxes
|
248,332
|
|
|
236,839
|
|
|
(21,729
|
)
|
|
207,788
|
|
||||
Net income (loss)
|
240,545
|
|
|
181,620
|
|
|
165,959
|
|
|
187,182
|
|
||||
Net income (loss) attributable to CHS Inc.
|
240,447
|
|
|
181,807
|
|
|
166,007
|
|
|
187,646
|
|
|
For the Three Months Ended
|
||||||||||||||
|
(As Restated)
August 31,
2017 |
|
(As Restated)
May 31,
2017 |
|
(As Restated)
February 28,
2017 |
|
(As Restated)
November 30,
2016 |
||||||||
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
7,996,339
|
|
|
$
|
8,638,410
|
|
|
$
|
7,400,773
|
|
|
$
|
8,001,904
|
|
Gross profit
|
91,626
|
|
|
221,146
|
|
|
235,508
|
|
|
346,380
|
|
||||
Income (loss) before income taxes
|
(109,088
|
)
|
|
(238,612
|
)
|
|
18,302
|
|
|
219,232
|
|
||||
Net income (loss)
|
(74,327
|
)
|
|
(72,488
|
)
|
|
14,617
|
|
|
203,156
|
|
||||
Net income (loss) attributable to CHS Inc.
|
(74,450
|
)
|
|
(71,533
|
)
|
|
14,211
|
|
|
203,364
|
|
•
|
We did not design and maintain effective controls over the review of journal entries and account reconciliations in our Grain Marketing operations. Specifically, we did not design and maintain effective controls to ensure that journal entries and account reconciliations were (i) properly prepared with sufficient supporting documentation or (ii) reviewed and approved to ensure the accuracy and completeness of the resulting journal entries.
|
•
|
We did not design and maintain effective internal controls over the accounting for intercompany transactions. Specifically, we did not design and maintain effective controls to ensure intercompany transactions are completely and accurately identified, reconciled, evaluated and eliminated.
|
•
|
We did not design and maintain effective controls over the accounting for freight contracts in our Grain Marketing operations. Specifically, we did not design and maintain effective controls to verify (i) the review over the accounting for freight contracts was being performed by the appropriate individuals, with the requisite level of knowledge, training and skill, to ensure freight contracts met the criteria to be accounted for as a derivative or (ii) the accuracy, existence and valuation of freight contracts.
|
Name
|
Age
|
|
Director
Region
|
|
Director Since
|
Donald Anthony
|
68
|
|
8
|
|
2006
|
Clinton J. Blew
|
41
|
|
8
|
|
2010
|
Dennis Carlson
|
57
|
|
3
|
|
2001
|
Scott Cordes
|
57
|
|
1
|
|
2017
|
Jon Erickson
|
58
|
|
3
|
|
2011
|
Mark Farrell
|
59
|
|
5
|
|
2016
|
Steve Fritel
|
63
|
|
3
|
|
2003
|
Alan Holm
|
58
|
|
1
|
|
2013
|
David Johnsrud
|
64
|
|
1
|
|
2012
|
Tracy Jones
|
55
|
|
5
|
|
2017
|
David Kayser
|
59
|
|
4
|
|
2006
|
Russ Kehl
|
43
|
|
6
|
|
2017
|
Randy Knecht
|
68
|
|
4
|
|
2001
|
Edward Malesich
|
65
|
|
2
|
|
2011
|
Perry Meyer
|
64
|
|
1
|
|
2014
|
Steve Riegel
|
66
|
|
8
|
|
2006
|
Daniel Schurr
|
53
|
|
7
|
|
2006
|
•
|
At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.
|
•
|
At the time of the election, the individual must be less than 68 years old.
|
•
|
The individual must be a Class A Individual Member of CHS or a member of a Cooperative Association Member.
|
•
|
The individual must reside in the region from which he or she is to be elected.
|
•
|
The individual must be an active farmer or rancher. “Active farmer or rancher” means an individual whose primary occupation is that of a farmer or rancher, excluding anyone who is an employee of ours or of a Cooperative Association Member.
|
Region
|
Current Incumbent
|
Region 1 (Minnesota)
|
David Johnsrud
|
Region 3 (North Dakota)
|
Steve Fritel
|
Region 4 (South Dakota)
|
David Kayser
|
Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington, Utah)
|
Russ Kehl
|
Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma, Texas)
|
Open Seat
|
Name
|
Age
|
Position
|
|
Jay Debertin
|
58
|
|
President and Chief Executive Officer
|
Richard Dusek
|
54
|
|
Executive Vice President, Country Operations
|
Darin Hunhoff
|
48
|
|
Executive Vice President, Energy and Foods
|
Timothy Skidmore
|
57
|
|
Executive Vice President and Chief Financial Officer
|
James Zappa
|
54
|
|
Executive Vice President and General Counsel
|
David Black
|
52
|
|
Senior Vice President, Enterprise Strategy
|
John Griffith
|
49
|
|
Senior Vice President, Global Grain and Renewable Fuels
|
Gary Halvorson
|
45
|
|
Senior Vice President, Agronomy
|
Jay Debertin
|
President and Chief Executive Officer
|
Timothy Skidmore
|
Executive Vice President and Chief Financial Officer
|
Darin Hunhoff
|
Executive Vice President, Energy and Foods
|
James Zappa
|
Executive Vice President and General Counsel
|
Richard Dusek
|
Executive Vice President, Country Operations
|
Shirley Cunningham
|
Former Executive Vice President, Ag Business and Enterprise Strategy
|
•
|
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; and
|
•
|
Ensure compliance with government mandates and regulations.
|
Agrium
|
Cargill
|
Land O'Lakes
|
Andersons
|
ConAgra Foods
|
Monsanto
|
Archer Daniels Midland
|
Dean Foods
|
Mosaic
|
Ashland
|
Kinder Morgan
|
Valero Energy
|
Bunge
|
Koch Industries
|
Williams Companies
|
CF Industries
|
|
|
P
erformance Level
|
|
CHS Company
Performance Goal
|
|
CHS Company
Performance Goal
|
|
Percent of Target
Award
|
Maximum
|
|
5.7% Return on Invested Capital
|
|
6.0% Return on Assets
|
|
200%
|
Target
|
|
4.7% Return on Invested Capital
|
|
5.1% Return on Assets
|
|
100%
|
Threshold
|
|
3.7% Return on Invested Capital
|
|
4.3% Return on Assets
|
|
50%
|
Below Threshold
|
|
<3.7% Return on Invested Capital
|
|
<4.3% Return on Assets
|
|
0%
|
•
|
Mr. Debertin’s earned amount was reduced by $62,411;
|
•
|
Mr. Skidmore’s earned amount was reduced by $73,213;
|
•
|
Mr. Zappa’s earned amount was reduced by $63,410; and
|
•
|
Mr. Dusek’s earned amount was reduced by $6,213.
|
Jay Debertin
|
$
|
3,473,839
|
|
Timothy Skidmore
|
$
|
1,115,086
|
|
Darin Hunhoff
|
$
|
1,219,000
|
|
James Zappa
|
$
|
1,086,591
|
|
Richard Dusek
|
$
|
1,137,174
|
|
Shirley Cunningham
|
$
|
—
|
|
Return On Invested Capital
|
|
Profit Sharing
Award
|
5.7%
|
|
5%
|
5.2%
|
|
4%
|
4.7%
|
|
3%
|
4.2%
|
|
2%
|
3.7%
|
|
1%
|
P
erformance Level
|
|
CHS Three Year
ROAE
|
|
Percent of Target
Award
|
Superior Performance Maximum
|
|
20%
|
|
400%
|
Maximum
|
|
14%
|
|
200%
|
Target
|
|
10%
|
|
100%
|
Threshold
|
|
8%
|
|
50%
|
Below Threshold
|
|
<8%
|
|
0%
|
•
|
CHS Inc. Pension Plan
|
•
|
CHS Inc. 401(k) Plan
|
•
|
CHS Inc. Supplemental Executive Retirement Plan
|
•
|
CHS Inc. Deferred Compensation Plan
|
Y
ears of Benefit Service
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
1 - 3 years
|
3%
|
|
6%
|
4 - 7 years
|
4%
|
|
8%
|
8 - 11 years
|
5%
|
|
10%
|
12 - 15 years
|
6%
|
|
12%
|
16 years or more
|
7%
|
|
14%
|
|
Minimum Pay Credit
|
||
A
ge at Date of Hire
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
Age 40 - 44
|
4%
|
|
8%
|
Age 45 - 49
|
5%
|
|
10%
|
Age 50 or more
|
6%
|
|
12%
|
•
|
An annual base salary of $1,150,000, subject to increase by our Board of Directors from time to time;
|
•
|
A target annual incentive compensation award of 150% of his base salary with a maximum potential annual incentive compensation award of 300% of his base salary, based on the achievement of performance targets set by our Board of Directors; and
|
•
|
A target long-term incentive compensation award of 150% of his average base salary during the three-year performance period applicable to that award opportunity, with a maximum superior performance potential
|
N
ame and Principal Position
|
Year
|
|
Salary
($) 1,2,3
|
|
Bonus
($) 2,4,5,6
|
|
Non-Equity
Incentive Plan
Compensation($)
1,2,7,8
|
|
Change in Pension
Value and Non-Qualified Deferred Compensation
Earnings
($) 2,9
|
|
All Other
Compensation($) 2,10-16 |
|
Total
($) 2
|
|||||||
Jay Debertin
President and Chief Executive Officer
|
2018
|
|
1,169,167
|
|
|
|
|
$
|
3,473,839
|
|
|
372,721
|
|
|
90,579
|
|
|
5,106,306
|
|
|
2017
|
|
815,365
|
|
|
—
|
|
|
862,500
|
|
|
293,497
|
|
|
41,611
|
|
|
2,012,973
|
|
||
2016
|
|
667,242
|
|
|
—
|
|
|
789,871
|
|
|
722,208
|
|
|
156,018
|
|
|
2,335,339
|
|
||
Timothy Skidmore
Executive Vice President and Chief Financial Officer
|
2018
|
|
602,883
|
|
|
—
|
|
|
1,115,086
|
|
|
106,115
|
|
|
44,133
|
|
|
1,868,217
|
|
|
2017
|
|
523,500
|
|
|
100,000
|
|
|
207,550
|
|
|
95,952
|
|
|
30,114
|
|
|
957,116
|
|
||
2016
|
|
487,135
|
|
|
235,163
|
|
|
576,744
|
|
|
193,174
|
|
|
106,614
|
|
|
1,598,830
|
|
||
Darin Hunhoff
Executive Vice President, Energy and Foods
|
2018
|
|
520,000
|
|
|
—
|
|
|
1,219,000
|
|
|
56,050
|
|
|
38,457
|
|
|
1,833,507
|
|
|
2017
|
|
443,670
|
|
|
100,000
|
|
|
175,000
|
|
|
75,198
|
|
|
18,030
|
|
|
811,898
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
James Zappa Executive Vice President and General Counsel
|
2018
|
|
490,267
|
|
|
—
|
|
|
1,086,591
|
|
|
68,928
|
|
|
42,646
|
|
|
1,688,432
|
|
|
2017
|
|
467,223
|
|
|
201,667
|
|
|
164,780
|
|
|
69,638
|
|
|
23,142
|
|
|
926,450
|
|
||
2016
|
|
423,667
|
|
|
101,667
|
|
|
508,961
|
|
|
140,794
|
|
|
96,356
|
|
|
1,271,445
|
|
||
Richard Dusek Executive Vice President, Country Operations
|
2018
|
|
468,012
|
|
|
—
|
|
|
1,137,174
|
|
|
20,449
|
|
|
39,089
|
|
|
1,664,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shirley Cunningham Former Executive Vice President, Ag Business and Enterprise Strategy
|
2018
|
|
495,113
|
|
|
—
|
|
|
|
|
97,743
|
|
|
283,526
|
|
|
876,382
|
|
||
2017
|
|
612,000
|
|
|
—
|
|
|
216,300
|
|
|
112,784
|
|
|
37,576
|
|
|
978,660
|
|
||
2016
|
|
593,983
|
|
|
—
|
|
|
683,022
|
|
|
235,579
|
|
|
117,214
|
|
|
1,629,798
|
|
(1)
|
Amounts reflect the gross salary and non-equity incentive plan compensation, as applicable, and include any applicable deferrals. Mr. Debertin deferred $157,167 in fiscal 2018, $0 in fiscal 2017 and $893,546 in fiscal 2016; Mr. Skidmore deferred $303,483 in fiscal 2018, $52,350 in fiscal 2017 and $249,224 in fiscal 2016; Mr. Zappa deferred $82,390 in fiscal 2018; and Ms. Cunningham deferred $244,550 in fiscal 2018, $100,000 in fiscal 2017 and $852,078 in fiscal 2016.
|
(2)
|
Information on Mr. Hunhoff includes compensation beginning in fiscal 2017, the first year in which he became a Named Executive Officer, and information on Mr. Dusek includes compensation beginning in fiscal 2018, the first year in which he became a Named Executive Officer.
|
(3)
|
Salary for Ms. Cunningham includes base pay and accrued paid time off that was paid upon her departure.
|
(4)
|
Includes payments to Mr. Skidmore of $100,000 in fiscal 2017, for providing additional strong leadership of and significant time commitment to the ongoing management of multiple business and financial challenges, all in addition to performing his regular Executive Vice President and Chief Financial Officer role, and $235,163 in fiscal 2016 covering earned and forfeited compensation from previous employment.
|
(5)
|
Includes payments to Mr. Zappa of $201,667 in fiscal 2017, $100,000 of which was for providing additional strong leadership of and significant time commitment to the ongoing management of multiple business and governance challenges, all in addition to performing his regular Executive Vice President and General Counsel role, and $101,667 of which covered earned and forfeited compensation from previous employment, and $101,667 in fiscal 2016, covering earned and forfeited compensation from previous employment.
|
(6)
|
Includes payment to Mr. Hunhoff of $100,000 in fiscal 2017 for taking on additional leadership roles in addition to performing his new role as Executive Vice President, Energy and Foods.
|
(7)
|
Amounts include annual variable pay awards and Long-term incentive awards.
|
(8)
|
Excludes award of $120,000 that was earned, but voluntarily declined, by Mr. Debertin in fiscal 2016 under his previous Supplemental Project Milestone Incentive Plan.
|
(9)
|
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 Officer’s benefit under their retirement program and nonqualified earnings, if applicable.
|
(10)
|
Amounts may include executive LTD paid by us, travel accident insurance, executive physical, contributions by us during each fiscal year to qualified and non-qualified defined contribution plans, spousal travel and financial planning.
|
(11)
|
Includes fiscal 2018 executive LTD of $3,221 for all Named Executive Officers except Ms. Cunningham, and fiscal 2018 executive LTD of $2,416 for Ms. Cunningham.
|
(12)
|
Includes fiscal 2018 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $68,837; Mr. Skidmore, $26,133; Mr. Hunhoff, $20,961; Mr. Zappa, $19,348; Mr. Dusek, $10,558; and Ms. Cunningham, $24,797.
|
(13)
|
Includes fiscal 2018 employer contribution to the 401(k) Plan: Mr. Debertin, $12,296; Mr. Skidmore, $12,309; Mr. Hunhoff, $12,400; Mr. Zappa, $11,913; Mr. Dusek, $12,566; and Ms. Cunningham, $12,325.
|
(14)
|
Includes fiscal 2018 executive physicals for the following Named Executive Officers: Mr. Debertin, $2,762; Mr. Dusek, $10,140; and Ms. Cunningham, $4,494.
|
(15)
|
Includes fiscal 2018 executive financial planning for the following Named Executive Officers: Mr. Debertin, $860; Mr. Skidmore, $1,530; Mr. Hunhoff, $875; Mr. Zappa, $6,250; Mr. Dusek, $2,040; and Ms. Cunningham, $3,350.
|
(16)
|
Includes payment to Ms. Cunningham in fiscal 2018 of $237,000 pursuant to the terms of Ms. Cunningham's Letter Agreement.
|
•
|
An annual base salary of $1,150,000, subject to increase by our Board of Directors from time to time;
|
•
|
A target annual incentive compensation award of 150% of his base salary with a maximum potential annual incentive compensation award of 300% of his base salary, based on the achievement of performance targets set by our Board of Directors; and
|
•
|
A target long-term incentive compensation award of 150% of his average base salary during the three-year performance period applicable to that award opportunity, with a maximum superior performance potential long-term incentive compensation award of 500% of his average base salary during the three-year performance period applicable to that award opportunity.
|
N
ame
|
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
||||||
Jay Debertin
|
|
9-7-17
(1)
|
|
$
|
862,500
|
|
|
$
|
1,725,000
|
|
|
$
|
3,450,000
|
|
|
|
9-7-17
(2)
|
|
862,500
|
|
|
1,725,000
|
|
|
6,900,000
|
|
|||
|
|
11-7-17
(3)
|
|
-
|
|
|
862,500
|
|
|
-
|
|
|||
Timothy Skidmore
|
|
9-7-17
(1)
|
|
340,975
|
|
|
681,950
|
|
|
1,363,900
|
|
|||
|
|
9-7-17
(2)
|
|
340,975
|
|
|
681,950
|
|
|
2,727,800
|
|
|||
|
|
11-7-17
(3)
|
|
-
|
|
|
207,550
|
|
|
-
|
|
|||
Darin Hunhoff
|
|
9-7-17
(1)
|
|
287,500
|
|
|
575,000
|
|
|
1,150,000
|
|
|||
|
|
9-7-17
(2)
|
|
287,500
|
|
|
575,000
|
|
|
2,300,000
|
|
|||
|
|
11-7-17
(3)
|
|
-
|
|
|
175,000
|
|
|
-
|
|
|||
James Zappa
|
|
9-7-17
(1)
|
|
270,710
|
|
|
541,420
|
|
|
1,082,840
|
|
|||
|
|
9-7-17
(2)
|
|
270,710
|
|
|
541,420
|
|
|
2,165,680
|
|
|||
|
|
11-7-17
(3)
|
|
-
|
|
|
164,780
|
|
|
-
|
|
|||
Richard Dusek
|
|
9-7-17
(1)(6)
|
|
58,570
|
|
|
117,140
|
|
|
234,281
|
|
|||
|
|
9-7-17
(2)(6)
|
|
58,570
|
|
|
117,140
|
|
|
468,562
|
|
|||
|
|
11-13-17
(4)
|
|
278,875
|
|
|
557,750
|
|
|
1,115,000
|
|
|||
|
|
11-13-17
(5)
|
|
278,875
|
|
|
557,750
|
|
|
2,231,000
|
|
|||
Shirley Cunningham
|
|
9-7-17
(1)
|
|
355,350
|
|
|
710,700
|
|
|
1,421,400
|
|
|||
|
|
9-7-17
(2)
|
|
355,350
|
|
|
710,700
|
|
|
2,842,800
|
|
|||
|
|
11-7-17
(3)
|
|
-
|
|
|
216,300
|
|
|
-
|
|
(1)
|
Represents range of possible awards under our fiscal 2018 Annual Variable Pay Plan.
|
(2)
|
Represents range of possible awards under our LTIP for the fiscal 2018-2020 performance period. Goals are based on achieving a three-year ROIC of 3.7% threshold, 4.7% target and 5.7% maximum plus a potential award for superior 6.7% ROIC performance. Values displayed in the maximum column reflect 6.7% superior ROIC performance award potential. The 5.7% 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.
|
(3)
|
Represents the maximum potential award opportunity with respect to the Retention Award. The Retention Award is earned only if a participant continues active employment through January 1, 2020, or meets the limited pro ration criteria provided in the award.
|
(4)
|
Represents range of possible awards under our fiscal 2018 Annual Variable Pay Plan with respect to grants made to Mr. Dusek on November 13, 2017, at time of his promotion to Executive Vice President, Country Operations.
|
(5)
|
Represents range of possible awards under our LTIP for the fiscal 2018-2020 performance period with respect to grants made to Mr. Dusek on November 13, 2017, at time of his promotion to Executive Vice President, Country Operations.
|
(6)
|
These grants were canceled when Mr. Dusek was promoted to Executive Vice President, Country Operations on November 13, 2017.
|
N
ame
|
Plan Name
|
|
Number of
Years of Credited
Service
(#)
|
|
Present
Value of Accumulated
Benefits ($)
|
|
Payments
During Last
Fiscal Year ($)
|
||||
Jay Debertin
(1)
|
Pension Plan
|
|
34.2500
|
|
$
|
962,658
|
|
|
$
|
—
|
|
|
SERP
|
|
34.2500
|
|
2,874,485
|
|
|
—
|
|
||
Timothy Skidmore
|
Pension Plan
|
|
5.0000
|
|
138,293
|
|
|
—
|
|
||
|
SERP
|
|
5.0000
|
|
392,205
|
|
|
—
|
|
||
Darin Hunhoff
|
Pension Plan
|
|
26.2500
|
|
586,165
|
|
|
—
|
|
||
|
SERP
|
|
26.2500
|
|
402,804
|
|
|
—
|
|
||
James Zappa
|
Pension Plan
|
|
2.3333
|
|
81,190
|
|
|
—
|
|
||
|
SERP
|
|
2.3333
|
|
211,060
|
|
|
—
|
|
||
Richard Dusek
|
Pension Plan
|
|
30.0833
|
|
742,138
|
|
|
—
|
|
||
|
SERP
|
|
30.0833
|
|
312,375
|
|
|
—
|
|
||
Shirley Cunningham
|
Pension Plan
|
|
5.3333
|
|
137,946
|
|
|
—
|
|
||
|
SERP
|
|
5.3333
|
|
505,477
|
|
|
—
|
|
(1)
|
Mr. Debertin is eligible for early retirement in both the Pension Plan and the SERP.
|
•
|
Discount rate of 4.20% for the Pension Plan and 4.05% for the SERP;
|
•
|
RP 2014 Mortality Table with a fully generational projection reflecting scale MP 2017 from 2006;
|
•
|
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
|
•
|
Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.
|
Name
|
|
Executive
Contributions in
Last Fiscal Year ($) 1
|
|
Registrant
Contributions in
Last Fiscal Year ($) 2
|
|
Aggregate Earnings
in Last Fiscal Year
($) 3
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate Balance
at Last Fiscal Year End ($) 2,4 |
||||||||||
Jay Debertin
|
|
$
|
157,167
|
|
|
$
|
68,837
|
|
|
$
|
487,943
|
|
|
$
|
4,011,287
|
|
|
$
|
10,894,443
|
|
Timothy Skidmore
|
|
303,483
|
|
|
26,133
|
|
|
243,722
|
|
|
733,471
|
|
|
3,481,964
|
|
|||||
Darin Hunhoff
|
|
—
|
|
|
20,961
|
|
|
204,860
|
|
|
277,002
|
|
|
2,498,088
|
|
|||||
James Zappa
|
|
82,390
|
|
|
19,348
|
|
|
59,834
|
|
|
—
|
|
|
825,737
|
|
|||||
Richard Dusek
|
|
—
|
|
|
10,558
|
|
|
34,008
|
|
|
208,947
|
|
|
818,397
|
|
|||||
Shirley Cunningham
|
|
244,550
|
|
|
24,797
|
|
|
97,352
|
|
|
2,452,344
|
|
|
1,595,345
|
|
(1)
|
Includes amounts deferred from salary and annual incentive pay reflected in the Summary Compensation Table.
|
(2)
|
Contributions are made by us 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 2018 based on fiscal 2017 results. These results are also included in amounts reported in the Summary Compensation Table: Mr. Debertin, $12,296; Mr. Skidmore, $12,309; Mr. Hunhoff, $12,400; Mr. Zappa, $11,913; Mr. Dusek, $12,566; and Ms. Cunningham, $12,325.
|
(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 fiscal 2018 that are also reflected in the Summary Compensation Table: Mr. Debertin, $105,704; Mr. Skidmore, $16,595; Mr. Hunhoff, $6,226; Mr. Zappa, $0; Mr. Dusek, $7,498; and Ms. Cunningham, $20,650.
|
(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 Deferred Compensation 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 us, and a fixed rate fund. The notional investment returns for fiscal 2018 were as follows: Vanguard Prime Money Market, 1.59%; Vanguard Life Strategy Income, 2.32%; Vanguard Life Strategy Conservative Growth, 4.97%; Vanguard Life Strategy Moderate Growth, 7.69%; Vanguard Life Strategy Growth, 10.39%; and the Fixed Rate was 4.00%.
|
•
|
The annual incentive compensation Mr. Debertin would have been entitled to receive for the year in which his termination occurred as if he had continued until the end of that fiscal year, determined based on our actual performance for that fiscal year relative to the performance goals applicable to Mr. Debertin (with that portion of the annual incentive compensation based on completion or partial completion of
|
•
|
Two times Debertin’s base salary plus two times his target annual incentive compensation, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively; and
|
•
|
Welfare benefit continuation for two years following termination.
|
Jay Debertin
(1)(2)
|
$
|
7,711,603
|
|
Timothy Skidmore
(3)
|
1,306,824
|
|
|
Darin Hunhoff
|
530,000
|
|
|
James Zappa
(3)
|
1,075,000
|
|
|
Richard Dusek
|
497,125
|
|
|
Shirley Cunningham
(3)
|
237,000
|
|
(1)
|
Includes the value of health and welfare insurance based on current monthly rates.
|
(2)
|
For purposes of calculating the prorated portion of Mr. Debertin's 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)
|
Assumes an annual variable pay award at target performance for the entire fiscal year.
|
•
|
The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $5,106,306.
|
•
|
We determined that as of June 1, 2018, the determination date, our employee population consisted of approximately 9,892 individuals, primarily located in the United States. This population consisted of our full-time, part-time, temporary and seasonal employees. Excluded from our employee population are 267 individuals who are located in the following 17 countries: Argentina (47 employees), Bulgaria (5 employees), Canada (7 employees), China (35 employees), Hungary (9 employees), Jordan (1 employee), Paraguay (15 employees), Republic of Korea (3 employees), Romania (49 employees), Russia (2 employees), Serbia (3 employees), Singapore (18 employees), Spain (8 employees), Switzerland (19 employees), Taiwan (3 employees), Ukraine (37 employees) and Uruguay (6 employees). Excluding these employees, our employee population that was used to calculate the pay ratio consisted of 9,625 individuals.
|
•
|
To identify the median employee, we compared regular, bonus and overtime wages (or their equivalents). We then applied a statistical sampling methodology to produce a sample of employees who were paid within a 5% range of the median regular, bonus and overtime wages (or their equivalents), and selected an employee from within that group as our median employee.
|
•
|
Once we identified our median employee, we calculated that employee’s annual total compensation for fiscal 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in annual total compensation of $59,846.
|
•
|
With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table set forth above.
|
Amount Credited
|
ROAE Performance
|
$100,000 (Superior Performance)
|
20% Return on Adjusted Equity
|
$50,000 (Maximum)
|
9% Return on Adjusted Equity
|
$25,000 (Target)
|
7% Return on Adjusted Equity
|
$12,500 (Minimum)
|
5.5% Return on Adjusted Equity
|
$0
|
Below 5.5% Return on Adjusted Equity
|
Name
|
Fees Earned or
Paid in Cash
($) 1
|
|
Change in Pension Value
and Nonqualified Deferred Compensation
Earnings
($) 2
|
|
All Other
Compensation ($) 3,4
|
|
Total
($)
|
||||||||
Donald Anthony
|
$
|
91,500
|
|
|
$
|
3,389
|
|
|
$
|
14,258
|
|
|
$
|
109,147
|
|
Clinton Blew
|
105,350
|
|
|
1,924
|
|
|
25,462
|
|
|
132,736
|
|
||||
Dennis Carlson
(5)
|
93,500
|
|
|
52,682
|
|
|
17,574
|
|
|
163,756
|
|
||||
Scott Cordes
|
69,750
|
|
|
10,169
|
|
|
207
|
|
|
80,126
|
|
||||
Curt Eischens
|
28,000
|
|
|
3,284
|
|
|
14,836
|
|
|
46,120
|
|
||||
Jon Erickson
|
87,750
|
|
|
2,703
|
|
|
17,574
|
|
|
108,027
|
|
||||
Mark Farrell
|
87,750
|
|
|
—
|
|
|
1,702
|
|
|
89,452
|
|
||||
Steven Fritel
|
91,250
|
|
|
158
|
|
|
14,258
|
|
|
105,666
|
|
||||
Alan Holm
|
94,000
|
|
|
466
|
|
|
14,258
|
|
|
108,724
|
|
||||
David Johnsrud
|
71,600
|
|
|
835
|
|
|
14,258
|
|
|
86,693
|
|
||||
Tracy Jones
|
65,750
|
|
|
—
|
|
|
11,815
|
|
|
77,565
|
|
||||
David Kayser
|
85,750
|
|
|
3,389
|
|
|
25,939
|
|
|
115,078
|
|
||||
Russell Kehl
|
60,045
|
|
|
—
|
|
|
13,663
|
|
|
73,708
|
|
||||
Randy Knecht
|
82,250
|
|
|
4,210
|
|
|
14,258
|
|
|
100,718
|
|
||||
Greg Kruger
|
39,750
|
|
|
3,284
|
|
|
25,904
|
|
|
68,938
|
|
||||
Edward Malesich
|
56,917
|
|
|
2,429
|
|
|
14,258
|
|
|
73,604
|
|
||||
Perry Meyer
|
94,750
|
|
|
625
|
|
|
13,885
|
|
|
109,260
|
|
||||
Steve Riegel
|
86,750
|
|
|
1,312
|
|
|
14,258
|
|
|
102,320
|
|
||||
Daniel Schurr
|
106,250
|
|
|
1,720
|
|
|
20,965
|
|
|
128,935
|
|
(1)
|
Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Erickson, $9,000; Mr. Johnsrud, $24,000; Mr. Kehl, $4,455; Mr. Knecht, $5,000; and Mr. Malesich $28,333.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
All other compensation includes fiscal 2018 director retirement plan Deferred Compensation Plan contributions for former directors, Mr. Eischens and Mr. Kruger, $8,333.
|
(5)
|
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 that plan.
|
|
|
Title of Class
|
||||||||
|
|
8% Cumulative Redeemable
Preferred Stock
|
|
Class B Cumulative Redeemable Preferred Stock
|
||||||
Name of Beneficial Owner
|
|
Amount of
Beneficial Ownership |
|
% of Class (1)
|
|
Amount of
Beneficial Ownership |
|
% of Class (2)
|
||
Directors:
|
|
(Shares)
|
|
|
|
(Shares)
|
|
|
||
Donald Anthony
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Clinton J. Blew
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Dennis Carlson
|
|
60
|
|
|
*
|
|
—
|
|
|
*
|
Scott Cordes
(3)
|
|
200
|
|
|
*
|
|
9,600
|
|
|
*
|
Jon Erickson
|
|
300
|
|
|
*
|
|
414
|
|
|
*
|
Mark Farrell
|
|
4,800
|
|
|
*
|
|
—
|
|
|
*
|
Steve Fritel
|
|
880
|
|
|
*
|
|
—
|
|
|
*
|
Alan Holm
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
David Johnsrud
|
|
—
|
|
|
*
|
|
1,650
|
|
|
*
|
Tracy Jones
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
David Kayser
|
|
—
|
|
|
*
|
|
630
|
|
|
*
|
Russ Kehl
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Randy Knecht
(3)
|
|
1,027
|
|
|
*
|
|
229
|
|
|
*
|
Edward Malesich
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Perry Meyer
(3)
|
|
120
|
|
|
*
|
|
—
|
|
|
*
|
Steve Riegel
|
|
245
|
|
|
*
|
|
88
|
|
|
*
|
Daniel Schurr
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
||
Jay Debertin
(3)
|
|
1,200
|
|
|
*
|
|
—
|
|
|
*
|
Richard Dusek
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Darin Hunhoff
|
|
596
|
|
|
*
|
|
—
|
|
|
*
|
Timothy Skidmore
(3)
|
|
—
|
|
|
*
|
|
5,512
|
|
|
*
|
James Zappa
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
All other executive officers
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Directors and executive officers as a group
|
|
9,428
|
|
|
*
|
|
18,123
|
|
|
*
|
(1)
|
As of October 15, 2018, there were
12,272,003
shares of 8% Cumulative Redeemable Preferred Stock outstanding.
|
(2)
|
As of October 15, 2018, there were 78,659,066 shares of Class B Cumulative Redeemable Preferred Stock outstanding with
21,459,066
,
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.
|
*
|
Less than 1%.
|
Name
|
Transactions with CHS
|
|
Patronage
Dividends
|
||||
Donald Anthony
|
$
|
543,208
|
|
|
$
|
—
|
|
Dennis Carlson
|
391,570
|
|
|
—
|
|
||
Jon Erickson
|
570,081
|
|
|
—
|
|
||
David Johnsrud
|
2,245,057
|
|
|
—
|
|
||
Tracy Jones
|
2,205,480
|
|
|
—
|
|
||
David Kayser
|
1,185,897
|
|
|
—
|
|
||
Russ Kehl
|
3,541,811
|
|
|
—
|
|
Clinton J. Blew
|
Steve Fritel
|
Edward Malesich
|
Dennis Carlson
|
Alan Holm
|
Perry Meyer
|
Jon Erickson
|
David Kayser
|
Steve Riegel
|
Mark Farrell
|
Randy Knecht
|
Daniel Schurr
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Audit Fees
(1)
|
$
|
6,985
|
|
|
$
|
4,408
|
|
Audit-related Fees
(2)
|
294
|
|
|
546
|
|
||
Tax Fees
(3)
|
53
|
|
|
84
|
|
||
All Other Fees
(4)
|
218
|
|
|
1
|
|
||
Total
|
$
|
7,550
|
|
|
$
|
5,039
|
|
(1)
|
Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements, certain statutory audits and work related to filings of registration statements.
|
(2)
|
Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.
|
(3)
|
Includes fees related to tax compliance, tax advice and tax planning.
|
(4)
|
Includes fees related to other professional services performed for international entities.
|
|
Page No.
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018
|
|
$
|
225,726
|
|
|
$
|
2,748
|
|
|
$
|
(6,661
|
)
|
|
$
|
221,813
|
|
2017
|
|
163,644
|
|
|
191,581
|
|
|
(129,499
|
)
|
|
225,726
|
|
||||
2016
|
|
106,445
|
|
|
65,725
|
|
|
(8,526
|
)
|
|
163,644
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Valuation Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
289,083
|
|
|
$
|
61,854
|
|
|
$
|
(120,563
|
)
|
|
$
|
230,374
|
|
2017 (As restated)
|
|
213,583
|
|
|
115,893
|
|
|
(40,393
|
)
|
|
289,083
|
|
||||
2016 (As restated)
|
|
104,334
|
|
|
138,794
|
|
|
(29,545
|
)
|
|
213,583
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reserve for Supplier Advance Payments
|
|
|
|
|
|
|
|
|
|
|
||||||
2018
|
|
$
|
130,705
|
|
|
$
|
—
|
|
|
$
|
(20,092
|
)
|
|
$
|
110,613
|
|
2017
|
|
—
|
|
|
130,705
|
|
|
—
|
|
|
130,705
|
|
2.1
|
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
10.4A
|
|
10.4B
|
|
10.5
|
|
10.5A
|
|
10.5B
|
|
10.6
|
|
10.6A
|
|
10.7
|
|
10.7A
|
|
10.7B
|
|
10.7C
|
|
10.7D
|
|
10.7E
|
|
10.8
|
|
10.8A
|
|
10.8B
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.11A
|
|
10.12
|
|
10.12A
|
|
10.12B
|
|
10.13
|
|
10.13A
|
|
10.13B
|
|
10.13C
|
10.13D
|
|
10.13E
|
|
10.13F
|
|
10.14
|
|
10.15
|
|
10.15A
|
|
10.15B
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.21A
|
|
10.21B
|
|
10.22
|
|
10.23
|
|
10.23A
|
|
10.23B
|
|
10.23C
|
|
10.23D
|
|
10.23E
|
|
10.24
|
10.24A
|
|
10.24B
|
|
10.24C
|
|
10.24D
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.28A
|
|
10.29
|
|
10.29A
|
|
10.29B
|
|
10.29C
|
|
10.29D
|
|
10.29E
|
|
10.30
|
|
10.31
|
|
10.31A
|
|
10.32
|
|
10.33
|
10.34
|
|
10.34A
|
|
10.35
|
|
10.36
|
|
10.36A
|
|
10.36B
|
|
10.36C
|
|
10.37
|
|
10.37A
|
|
10.37B
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
21.1
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
The following financial information from CHS Inc.’s Annual Report on Form 10-K for the year ended August 31, 2018, 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 Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. (*)
|
(**)
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. CHS hereby undertakes to furnish supplemental copies of any of the omitted schedules to the U.S. Securities and Exchange Commission upon request.
|
(***)
|
Portions of Exhibits 2.1 and 10.30 have been omitted pursuant to a confidential treatment order under the Securities Exchange Act of 1934.
|
|
By:
|
/s/ Jay D. Debertin
|
|
|
Jay D. Debertin
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Jay D. Debertin
|
|
President and Chief Executive Officer
(principal executive officer)
|
Jay D. Debertin
|
|
|
|
|
|
/s/ Timothy Skidmore
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
Timothy Skidmore
|
|
|
|
|
|
/s/ Daniel Lehmann
|
|
Vice President Finance, Corporate Controller and Chief Accounting Officer
(principal accounting officer)
|
Daniel Lehmann
|
|
|
|
|
|
/s/ Daniel Schurr
|
|
Chairman of the Board of Directors
|
Daniel Schurr
|
|
|
|
|
|
/s/ Donald Anthony
|
|
Director
|
Donald Anthony
|
|
|
|
|
|
/s/ Clinton J. Blew
|
|
Director
|
Clinton J. Blew
|
|
|
|
|
|
/s/ Dennis Carlson
|
|
Director
|
Dennis Carlson
|
|
|
|
|
|
/s/ Scott Cordes
|
|
Director
|
Scott Cordes
|
|
|
|
|
|
/s/ Jon Erickson
|
|
Director
|
Jon Erickson
|
|
|
|
|
|
/s/ Mark Farrell
|
|
Director
|
Mark Farrell
|
|
|
|
|
|
/s/ Steve Fritel
|
|
Director
|
Steve Fritel
|
|
|
|
|
|
/s/ Alan Holm
|
|
Director
|
Alan Holm
|
|
|
|
|
|
/s/ David Johnsrud
|
|
Director
|
David Johnsrud
|
|
|
|
|
|
/s/ Tracy Jones
|
|
Director
|
Tracy Jones
|
|
|
|
|
|
/s/ David Kayser
|
|
Director
|
David Kayser
|
|
|
|
|
|
/s/ Russell Kehl
|
|
Director
|
Russell Kehl
|
|
|
|
|
|
/s/ Randy Knecht
|
|
Director
|
Randy Knecht
|
|
|
|
|
|
/s/ Edward Malesich
|
|
Director
|
Edward Malesich
|
|
|
|
|
|
/s/ Perry Meyer
|
|
Director
|
Perry Meyer
|
|
|
|
|
|
/s/ Steve Riegel
|
|
Director
|
Steve Riegel
|
|
|
|
|
|
|
For the Years Ended August 31,
|
||||||||||
|
2018
|
|
(As Restated)
2017 |
|
(As Restated)
2016 |
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
32,683,347
|
|
|
$
|
32,037,426
|
|
|
$
|
30,355,260
|
|
Cost of goods sold
|
31,589,887
|
|
|
31,142,766
|
|
|
29,386,515
|
|
|||
Gross profit
|
1,093,460
|
|
|
894,660
|
|
|
968,745
|
|
|||
Marketing, general and administrative
|
674,083
|
|
|
612,007
|
|
|
601,266
|
|
|||
Reserve and impairment charges (recoveries), net
|
(37,709
|
)
|
|
456,679
|
|
|
75,036
|
|
|||
Operating earnings (loss)
|
457,086
|
|
|
(174,026
|
)
|
|
292,443
|
|
|||
(Gain) loss on disposal of business
|
(131,816
|
)
|
|
2,190
|
|
|
—
|
|
|||
Interest expense
|
149,202
|
|
|
171,239
|
|
|
113,704
|
|
|||
Other (income) loss
|
(78,015
|
)
|
|
(99,951
|
)
|
|
(47,609
|
)
|
|||
Equity (income) loss from investments
|
(153,515
|
)
|
|
(137,338
|
)
|
|
(175,777
|
)
|
|||
Income (loss) before income taxes
|
671,230
|
|
|
(110,166
|
)
|
|
402,125
|
|
|||
Income tax expense (benefit)
|
(104,076
|
)
|
|
(181,124
|
)
|
|
19,099
|
|
|||
Net income (loss)
|
775,306
|
|
|
70,958
|
|
|
383,026
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(601
|
)
|
|
(634
|
)
|
|
(223
|
)
|
|||
Net income (loss) attributable to CHS Inc.
|
$
|
775,907
|
|
|
$
|
71,592
|
|
|
$
|
383,249
|
|
|
For the Years Ended August 31,
|
||||||||||
|
2018
|
|
(As Restated)
2017 |
|
(As Restated)
2016 |
||||||
|
(Dollars in thousands)
|
||||||||||
Net income (loss)
|
$
|
775,306
|
|
|
$
|
70,958
|
|
|
$
|
383,026
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Postretirement benefit plan activity
|
20,066
|
|
|
32,702
|
|
|
6,583
|
|
|||
Unrealized net gain (loss) on available for sale investments
|
(3,148
|
)
|
|
4,385
|
|
|
1,500
|
|
|||
Cash flow hedges
|
2,540
|
|
|
2,242
|
|
|
(3,872
|
)
|
|||
Foreign currency translation adjustment
|
(12,021
|
)
|
|
(8,159
|
)
|
|
(2,904
|
)
|
|||
Other comprehensive income (loss), net of tax
|
7,437
|
|
|
31,170
|
|
|
1,307
|
|
|||
Comprehensive income
|
782,743
|
|
|
102,128
|
|
|
384,333
|
|
|||
Less comprehensive income attributable to noncontrolling interests
|
(601
|
)
|
|
(634
|
)
|
|
(223
|
)
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
783,344
|
|
|
$
|
102,762
|
|
|
$
|
384,556
|
|
|
For the Years Ended August 31, 2018, 2017, and 2016,
|
||||||||||||||||||||||||||||||
|
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, 2015 (As previously reported)
|
$
|
3,793,897
|
|
|
$
|
23,057
|
|
|
$
|
282,928
|
|
|
$
|
2,167,540
|
|
|
$
|
(214,207
|
)
|
|
$
|
1,604,670
|
|
|
$
|
11,526
|
|
|
$
|
7,669,411
|
|
Cumulative restatement adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
1,370
|
|
|
(119,237
|
)
|
|
(105
|
)
|
|
(117,972
|
)
|
||||||||
Balances, August 31, 2015 (As restated)
|
3,793,897
|
|
|
23,057
|
|
|
282,928
|
|
|
2,167,540
|
|
|
(212,837
|
)
|
|
1,485,433
|
|
|
11,421
|
|
|
7,551,439
|
|
||||||||
Reversal of prior year patronage and redemption estimates
|
(268,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
625,444
|
|
|
|
|
|
357,427
|
|
||||||||
Distribution of 2015 patronage refunds
|
375,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(627,246
|
)
|
|
|
|
|
(251,740
|
)
|
||||||||
Redemptions of equities
|
(22,948
|
)
|
|
(143
|
)
|
|
(820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,911
|
)
|
||||||||
Equities issued
|
23,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,258
|
|
||||||||
Capital equity certificates exchanged for preferred stock
|
(76,756
|
)
|
|
|
|
|
|
|
|
76,756
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(122,824
|
)
|
|
|
|
|
(122,824
|
)
|
||||||||
Other, net
|
(1,248
|
)
|
|
(20
|
)
|
|
(341
|
)
|
|
(164
|
)
|
|
|
|
|
2,401
|
|
|
2,988
|
|
|
3,616
|
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
383,249
|
|
|
(223
|
)
|
|
383,026
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
1,307
|
|
|
|
|
|
|
|
|
1,307
|
|
||||||||
Estimated 2016 patronage refunds
|
153,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(257,458
|
)
|
|
|
|
|
(103,879
|
)
|
||||||||
Estimated 2016 equity redemptions
|
(58,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,560
|
)
|
||||||||
Balances, August 31, 2016 (As restated)
|
3,918,711
|
|
|
22,894
|
|
|
281,767
|
|
|
2,244,132
|
|
|
(211,530
|
)
|
|
1,488,999
|
|
|
14,186
|
|
|
7,759,159
|
|
||||||||
Reversal of prior year patronage and redemption estimates
|
(95,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
257,458
|
|
|
|
|
|
162,439
|
|
||||||||
Distribution of 2016 patronage refunds
|
153,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(257,468
|
)
|
|
|
|
|
(103,879
|
)
|
||||||||
Redemptions of equities
|
(35,041
|
)
|
|
(389
|
)
|
|
(1,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,390
|
)
|
||||||||
Equities issued
|
3,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,194
|
|
||||||||
Capital equity certificates redeemed with preferred stock
|
(19,985
|
)
|
|
|
|
|
|
|
|
19,960
|
|
|
|
|
|
25
|
|
|
|
|
|
—
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167,643
|
)
|
|
|
|
|
(167,643
|
)
|
||||||||
Other, net
|
(9,023
|
)
|
|
7,331
|
|
|
(753
|
)
|
|
(54
|
)
|
|
|
|
1,178
|
|
|
(1,047
|
)
|
|
(2,368
|
)
|
|||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
71,592
|
|
|
(634
|
)
|
|
70,958
|
|
|||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
31,170
|
|
|
|
|
|
|
|
|
31,170
|
|
||||||||
Estimated 2017 patronage refunds
|
|
|
|
|
|
|
126,333
|
|
|
|
|
|
|
|
|
(126,333
|
)
|
|
|
|
|
—
|
|
||||||||
Estimated 2017 equity redemptions
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000
|
)
|
||||||||
Balances, August 31, 2017 (As restated)
|
3,906,426
|
|
|
29,836
|
|
|
405,387
|
|
|
2,264,038
|
|
|
(180,360
|
)
|
|
1,267,808
|
|
|
12,505
|
|
|
7,705,640
|
|
||||||||
Reversal of prior year patronage and redemption estimates
|
6,058
|
|
|
|
|
|
(126,333
|
)
|
|
|
|
|
|
|
|
126,333
|
|
|
|
|
|
6,058
|
|
||||||||
Distribution of 2017 patronage refunds
|
|
|
|
|
|
|
128,831
|
|
|
|
|
|
|
|
|
(128,831
|
)
|
|
|
|
|
—
|
|
||||||||
Redemptions of equities
|
(6,064
|
)
|
|
(185
|
)
|
|
(476
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,725
|
)
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(168,668
|
)
|
|
|
|
|
(168,668
|
)
|
||||||||
Other, net
|
(3,840
|
)
|
|
(153
|
)
|
|
(361
|
)
|
|
|
|
|
|
|
|
2,792
|
|
|
(2,458
|
)
|
|
(4,020
|
)
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
775,907
|
|
|
(601
|
)
|
|
775,306
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
7,437
|
|
|
|
|
|
|
|
|
7,437
|
|
||||||||
Reclassification of tax effects to retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,992
|
)
|
|
26,992
|
|
|
|
|
|
—
|
|
||||||||
Estimated 2018 patronage refunds
|
|
|
|
|
|
|
345,330
|
|
|
|
|
|
|
|
|
(420,330
|
)
|
|
|
|
|
(75,000
|
)
|
||||||||
Estimated 2018 equity redemptions
|
(65,000
|
)
|
|
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(75,000
|
)
|
||||||||
Balances, August 31, 2018
|
$
|
3,837,580
|
|
|
$
|
29,498
|
|
|
$
|
742,378
|
|
|
$
|
2,264,038
|
|
|
$
|
(199,915
|
)
|
|
$
|
1,482,003
|
|
|
$
|
9,446
|
|
|
$
|
8,165,028
|
|
|
For the Years Ended August 31,
|
||||||||||
|
2018
|
|
(As Restated)
2017 |
|
(As Restated)
2016 |
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
775,306
|
|
|
$
|
70,958
|
|
|
$
|
383,026
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
478,050
|
|
|
480,223
|
|
|
447,492
|
|
|||
Amortization of deferred major repair costs
|
61,686
|
|
|
67,058
|
|
|
73,483
|
|
|||
Equity (income) loss from investments
|
(153,515
|
)
|
|
(137,338
|
)
|
|
(175,777
|
)
|
|||
Distributions from equity investments
|
190,297
|
|
|
213,352
|
|
|
178,464
|
|
|||
Provision for doubtful accounts
|
2,085
|
|
|
177,969
|
|
|
57,200
|
|
|||
(Gain) loss on disposal of business
|
(131,816
|
)
|
|
2,190
|
|
|
—
|
|
|||
Unrealized (gain) loss on crack spread contingent liability
|
—
|
|
|
(15,051
|
)
|
|
(60,931
|
)
|
|||
Long-lived asset impairment, net of recoveries
|
(10,352
|
)
|
|
145,042
|
|
|
27,247
|
|
|||
Reserve against supplier advance payments
|
—
|
|
|
130,705
|
|
|
—
|
|
|||
Deferred taxes
|
(146,961
|
)
|
|
(194,467
|
)
|
|
28,190
|
|
|||
Other, net
|
6,653
|
|
|
20,173
|
|
|
(15,444
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Receivables
|
210,775
|
|
|
146,788
|
|
|
1,570
|
|
|||
Inventories
|
(169,581
|
)
|
|
(333,479
|
)
|
|
353,572
|
|
|||
Derivative assets
|
(102,368
|
)
|
|
114,023
|
|
|
29,822
|
|
|||
Margin and related deposits
|
54,912
|
|
|
97,804
|
|
|
(30,705
|
)
|
|||
Supplier advance payments
|
(39,189
|
)
|
|
(33,952
|
)
|
|
43,415
|
|
|||
Other current assets and other assets
|
(13,450
|
)
|
|
(50,729
|
)
|
|
128,603
|
|
|||
Customer margin deposits and credit balances
|
(20,518
|
)
|
|
(50,920
|
)
|
|
20,841
|
|
|||
Customer advance payments
|
(14,682
|
)
|
|
(1,329
|
)
|
|
(7,079
|
)
|
|||
Accounts payable and accrued expenses
|
(78,388
|
)
|
|
227,967
|
|
|
(129,587
|
)
|
|||
Derivative liabilities
|
132,495
|
|
|
(132,423
|
)
|
|
1,443
|
|
|||
Other liabilities
|
40,629
|
|
|
(25,446
|
)
|
|
(94,291
|
)
|
|||
Net cash provided by (used in) operating activities
|
1,072,068
|
|
|
919,118
|
|
|
1,260,554
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(355,412
|
)
|
|
(444,397
|
)
|
|
(692,780
|
)
|
|||
Proceeds from disposition of property, plant and equipment
|
91,153
|
|
|
19,541
|
|
|
13,417
|
|
|||
Proceeds from sale of business
|
234,914
|
|
|
—
|
|
|
—
|
|
|||
Expenditures for major repairs
|
(80,514
|
)
|
|
(2,340
|
)
|
|
(19,610
|
)
|
|||
Investments in joint ventures and other
|
(21,679
|
)
|
|
(16,645
|
)
|
|
(2,855,218
|
)
|
|||
Changes in CHS Capital notes receivable, net
|
25,335
|
|
|
322
|
|
|
(209,902
|
)
|
|||
Financing extended to customers
|
(74,402
|
)
|
|
(67,225
|
)
|
|
(82,302
|
)
|
|||
Payments from customer financing
|
52,453
|
|
|
88,154
|
|
|
35,188
|
|
|||
Other investing activities, net
|
48,628
|
|
|
17,549
|
|
|
64,236
|
|
|||
Net cash provided by (used in) investing activities
|
(79,524
|
)
|
|
(405,041
|
)
|
|
(3,746,971
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from lines of credit and long-term borrowings
|
36,040,240
|
|
|
37,295,236
|
|
|
31,586,968
|
|
|||
Payments on lines of credit, long-term borrowings and capital lease obligations
|
(36,525,136
|
)
|
|
(37,584,011
|
)
|
|
(29,232,842
|
)
|
|||
Mandatorily redeemable noncontrolling interest payments
|
—
|
|
|
—
|
|
|
(153,022
|
)
|
|||
Preferred stock dividends paid
|
(168,668
|
)
|
|
(167,642
|
)
|
|
(163,324
|
)
|
|||
Redemptions of equities
|
(8,847
|
)
|
|
(35,268
|
)
|
|
(23,911
|
)
|
|||
Cash patronage dividends paid
|
—
|
|
|
(103,879
|
)
|
|
(251,740
|
)
|
|||
Other financing activities, net
|
(69,759
|
)
|
|
(22,694
|
)
|
|
52,067
|
|
|||
Net cash provided by (used in) financing activities
|
(732,170
|
)
|
|
(618,258
|
)
|
|
1,814,196
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
8,864
|
|
|
(4,713
|
)
|
|
(5,223
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
269,238
|
|
|
(108,894
|
)
|
|
(677,444
|
)
|
|||
Cash and cash equivalents at beginning of period
|
181,379
|
|
|
290,273
|
|
|
967,717
|
|
|||
Cash and cash equivalents at end of period
|
$
|
450,617
|
|
|
$
|
181,379
|
|
|
$
|
290,273
|
|
|
August 31, 2015
|
||||||
|
Capital Reserves
|
|
Total Equities
|
||||
|
(Dollars in thousands)
|
||||||
As previously reported
|
$
|
1,604,670
|
|
|
$
|
7,669,411
|
|
Cumulative restatement adjustments
|
(119,237
|
)
|
|
(117,972
|
)
|
||
As restated
|
$
|
1,485,433
|
|
|
$
|
7,551,439
|
|
|
For the Years Ended August 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Income (loss) before income taxes - As previously reported
|
$
|
(54,852
|
)
|
|
$
|
419,878
|
|
Restatement adjustments
|
(55,314
|
)
|
|
(17,753
|
)
|
||
Income (loss) before income taxes - As restated
|
$
|
(110,166
|
)
|
|
$
|
402,125
|
|
|
|
|
|
||||
Net income (loss) - As previously reported
|
$
|
127,223
|
|
|
$
|
423,969
|
|
Restatement adjustments
|
(56,265
|
)
|
|
(40,943
|
)
|
||
Net income (loss) - As restated
|
$
|
70,958
|
|
|
$
|
383,026
|
|
|
As of August 31, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
181,379
|
|
|
$
|
—
|
|
|
$
|
181,379
|
|
|
|
Receivables
|
1,869,632
|
|
|
22,536
|
|
|
1,892,168
|
|
|
c
|
|||
Inventories
|
2,576,585
|
|
|
25,019
|
|
|
2,601,604
|
|
|
c
|
|||
Derivative assets
|
232,017
|
|
|
(13,275
|
)
|
|
218,742
|
|
|
a
|
|||
Margin and related deposits
|
206,062
|
|
|
—
|
|
|
206,062
|
|
|
|
|||
Supplier advance payments
|
249,234
|
|
|
—
|
|
|
249,234
|
|
|
|
|||
Other current assets
|
299,618
|
|
|
(17,693
|
)
|
|
281,925
|
|
|
a, c
|
|||
Total current assets
|
5,614,527
|
|
|
16,587
|
|
|
5,631,114
|
|
|
|
|||
Investments
|
3,750,993
|
|
|
—
|
|
|
3,750,993
|
|
|
|
|||
Property, plant and equipment
|
5,356,434
|
|
|
—
|
|
|
5,356,434
|
|
|
|
|||
Other assets
|
1,251,802
|
|
|
(171,421
|
)
|
|
1,080,381
|
|
|
a
|
|||
Total assets
|
$
|
15,973,756
|
|
|
$
|
(154,834
|
)
|
|
$
|
15,818,922
|
|
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||
Notes payable
|
$
|
1,988,215
|
|
|
$
|
(3,052
|
)
|
|
$
|
1,985,163
|
|
|
c
|
Current portion of long-term debt
|
156,345
|
|
|
—
|
|
|
156,345
|
|
|
|
|||
Customer margin deposits and credit balances
|
157,914
|
|
|
—
|
|
|
157,914
|
|
|
|
|||
Customer advance payments
|
413,163
|
|
|
10,607
|
|
|
423,770
|
|
|
c
|
|||
Accounts payable
|
1,951,292
|
|
|
40,002
|
|
|
1,991,294
|
|
|
c
|
|||
Derivative liabilities
|
316,018
|
|
|
(15,072
|
)
|
|
300,946
|
|
|
a
|
|||
Accrued expenses
|
437,527
|
|
|
17,469
|
|
|
454,996
|
|
|
a, c
|
|||
Dividends and equities payable
|
12,121
|
|
|
—
|
|
|
12,121
|
|
|
|
|||
Total current liabilities
|
5,432,595
|
|
|
49,954
|
|
|
5,482,549
|
|
|
|
|||
Long-term debt
|
2,023,448
|
|
|
—
|
|
|
2,023,448
|
|
|
|
|||
Long-term deferred tax liabilities
|
333,221
|
|
|
(3,241
|
)
|
|
329,980
|
|
|
a, c
|
|||
Other liabilities
|
278,667
|
|
|
(1,362
|
)
|
|
277,305
|
|
|
a
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|
|||
Equities:
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
2,264,038
|
|
|
—
|
|
|
2,264,038
|
|
|
|
|||
Equity certificates
|
4,341,649
|
|
|
—
|
|
|
4,341,649
|
|
|
|
|||
Accumulated other comprehensive loss
|
(183,670
|
)
|
|
3,310
|
|
|
(180,360
|
)
|
|
a, c
|
|||
Capital reserves
|
1,471,217
|
|
|
(203,409
|
)
|
|
1,267,808
|
|
|
a, c
|
|||
Total CHS Inc. equities
|
7,893,234
|
|
|
(200,099
|
)
|
|
7,693,135
|
|
|
|
|||
Noncontrolling interests
|
12,591
|
|
|
(86
|
)
|
|
12,505
|
|
|
a
|
|||
Total equities
|
7,905,825
|
|
|
(200,185
|
)
|
|
7,705,640
|
|
|
|
|||
Total liabilities and equities
|
$
|
15,973,756
|
|
|
$
|
(154,834
|
)
|
|
$
|
15,818,922
|
|
|
|
|
For the Year Ended August 31, 2017
|
|
For the Year Ended August 31, 2016
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
31,934,751
|
|
|
$
|
102,675
|
|
|
$
|
32,037,426
|
|
|
$
|
30,347,203
|
|
|
$
|
8,057
|
|
|
$
|
30,355,260
|
|
|
a, b, c
|
Cost of goods sold
|
30,985,510
|
|
|
157,256
|
|
|
31,142,766
|
|
|
29,387,910
|
|
|
(1,395
|
)
|
|
29,386,515
|
|
|
a, b, c
|
||||||
Gross profit
|
949,241
|
|
|
(54,581
|
)
|
|
894,660
|
|
|
959,293
|
|
|
9,452
|
|
|
968,745
|
|
|
|
||||||
Marketing, general and administrative
|
604,359
|
|
|
7,648
|
|
|
612,007
|
|
|
601,261
|
|
|
5
|
|
|
601,266
|
|
|
c
|
||||||
Reserve and impairment charges (recoveries), net
|
456,679
|
|
|
—
|
|
|
456,679
|
|
|
47,836
|
|
|
27,200
|
|
|
75,036
|
|
|
c
|
||||||
Operating earnings (loss)
|
(111,797
|
)
|
|
(62,229
|
)
|
|
(174,026
|
)
|
|
310,196
|
|
|
(17,753
|
)
|
|
292,443
|
|
|
|
||||||
(Gain) loss on disposal of business
|
—
|
|
|
2,190
|
|
|
2,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
c
|
||||||
Interest expense
|
171,239
|
|
|
—
|
|
|
171,239
|
|
|
113,704
|
|
|
—
|
|
|
113,704
|
|
|
|
||||||
Other (income) loss
|
(90,846
|
)
|
|
(9,105
|
)
|
|
(99,951
|
)
|
|
(47,609
|
)
|
|
—
|
|
|
(47,609
|
)
|
|
c
|
||||||
Equity (income) loss from investments
|
(137,338
|
)
|
|
—
|
|
|
(137,338
|
)
|
|
(175,777
|
)
|
|
—
|
|
|
(175,777
|
)
|
|
|
||||||
Income (loss) before income taxes
|
(54,852
|
)
|
|
(55,314
|
)
|
|
(110,166
|
)
|
|
419,878
|
|
|
(17,753
|
)
|
|
402,125
|
|
|
|
||||||
Income tax expense (benefit)
|
(182,075
|
)
|
|
951
|
|
|
(181,124
|
)
|
|
(4,091
|
)
|
|
23,190
|
|
|
19,099
|
|
|
a, c
|
||||||
Net income (loss)
|
127,223
|
|
|
(56,265
|
)
|
|
70,958
|
|
|
423,969
|
|
|
(40,943
|
)
|
|
383,026
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(634
|
)
|
|
—
|
|
|
(634
|
)
|
|
(223
|
)
|
|
—
|
|
|
(223
|
)
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
127,857
|
|
|
$
|
(56,265
|
)
|
|
$
|
71,592
|
|
|
$
|
424,192
|
|
|
$
|
(40,943
|
)
|
|
$
|
383,249
|
|
|
|
|
For the Year Ended August 31, 2017
|
|
For the Year Ended August 31, 2016
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
127,223
|
|
|
$
|
(56,265
|
)
|
|
$
|
70,958
|
|
|
$
|
423,969
|
|
|
$
|
(40,943
|
)
|
|
$
|
383,026
|
|
|
a, b, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity
|
30,100
|
|
|
2,602
|
|
|
32,702
|
|
|
6,583
|
|
|
—
|
|
|
6,583
|
|
|
c
|
||||||
Unrealized net gain (loss) on available for sale investments
|
4,385
|
|
|
—
|
|
|
4,385
|
|
|
1,500
|
|
|
—
|
|
|
1,500
|
|
|
|
||||||
Cash flow hedges
|
2,242
|
|
|
—
|
|
|
2,242
|
|
|
(3,872
|
)
|
|
—
|
|
|
(3,872
|
)
|
|
|
||||||
Foreign currency translation adjustment
|
(8,671
|
)
|
|
512
|
|
|
(8,159
|
)
|
|
(1,730
|
)
|
|
(1,174
|
)
|
|
(2,904
|
)
|
|
a
|
||||||
Other comprehensive income (loss), net of tax
|
28,056
|
|
|
3,114
|
|
|
31,170
|
|
|
2,481
|
|
|
(1,174
|
)
|
|
1,307
|
|
|
|
||||||
Comprehensive income
|
155,279
|
|
|
(53,151
|
)
|
|
102,128
|
|
|
426,450
|
|
|
(42,117
|
)
|
|
384,333
|
|
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(634
|
)
|
|
—
|
|
|
(634
|
)
|
|
(223
|
)
|
|
—
|
|
|
(223
|
)
|
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
155,913
|
|
|
$
|
(53,151
|
)
|
|
$
|
102,762
|
|
|
$
|
426,673
|
|
|
$
|
(42,117
|
)
|
|
$
|
384,556
|
|
|
|
|
For the Years Ended August 31, 2017, 2016, and 2015
|
||||||||||||||||||||||||||||||
|
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, 2015 (As previously reported)
|
$
|
3,793,897
|
|
|
$
|
23,057
|
|
|
$
|
282,928
|
|
|
$
|
2,167,540
|
|
|
$
|
(214,207
|
)
|
|
$
|
1,604,670
|
|
|
$
|
11,526
|
|
|
$
|
7,669,411
|
|
Cumulative restatement adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|
(119,237
|
)
|
|
(105
|
)
|
|
(117,972
|
)
|
||||||||
Balances, August 31, 2015 (As restated)
|
$
|
3,793,897
|
|
|
$
|
23,057
|
|
|
$
|
282,928
|
|
|
$
|
2,167,540
|
|
|
$
|
(212,837
|
)
|
|
$
|
1,485,433
|
|
|
$
|
11,421
|
|
|
$
|
7,551,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances, August 31, 2016 (As previously reported)
|
$
|
3,932,513
|
|
|
$
|
22,894
|
|
|
$
|
281,767
|
|
|
$
|
2,244,132
|
|
|
$
|
(211,726
|
)
|
|
$
|
1,582,380
|
|
|
$
|
14,290
|
|
|
$
|
7,866,250
|
|
Cumulative restatement adjustments
|
(13,802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
(93,381
|
)
|
|
(104
|
)
|
|
(107,091
|
)
|
||||||||
Balances, August 31, 2016 (As restated)
|
$
|
3,918,711
|
|
|
$
|
22,894
|
|
|
$
|
281,767
|
|
|
$
|
2,244,132
|
|
|
$
|
(211,530
|
)
|
|
$
|
1,488,999
|
|
|
$
|
14,186
|
|
|
$
|
7,759,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances, August 31, 2017 (As previously reported)
|
$
|
3,906,426
|
|
|
$
|
29,836
|
|
|
$
|
405,387
|
|
|
$
|
2,264,038
|
|
|
$
|
(183,670
|
)
|
|
$
|
1,471,217
|
|
|
$
|
12,591
|
|
|
$
|
7,905,825
|
|
Cumulative restatement adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,310
|
|
|
(203,409
|
)
|
|
(86
|
)
|
|
(200,185
|
)
|
||||||||
Balances, August 31, 2017 (As restated)
|
$
|
3,906,426
|
|
|
$
|
29,836
|
|
|
$
|
405,387
|
|
|
$
|
2,264,038
|
|
|
$
|
(180,360
|
)
|
|
$
|
1,267,808
|
|
|
$
|
12,505
|
|
|
$
|
7,705,640
|
|
|
For the Year Ended August 31, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
127,223
|
|
|
$
|
(56,265
|
)
|
|
$
|
70,958
|
|
|
a, b, c
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
480,223
|
|
|
—
|
|
|
480,223
|
|
|
|
|||
Amortization of deferred major repair costs
|
67,058
|
|
|
—
|
|
|
67,058
|
|
|
|
|||
Equity (income) loss from investments
|
(137,338
|
)
|
|
—
|
|
|
(137,338
|
)
|
|
|
|||
Distributions from equity investments
|
213,352
|
|
|
—
|
|
|
213,352
|
|
|
|
|||
Provision for doubtful accounts
|
177,969
|
|
|
—
|
|
|
177,969
|
|
|
|
|||
(Gain) loss on disposal of business
|
—
|
|
|
2,190
|
|
|
2,190
|
|
|
c
|
|||
Unrealized (gain) loss on crack spread contingent liability
|
(15,051
|
)
|
|
—
|
|
|
(15,051
|
)
|
|
|
|||
Long-lived asset impairment, net of recoveries
|
145,042
|
|
|
—
|
|
|
145,042
|
|
|
|
|||
Reserve against supplier advance payments
|
130,705
|
|
|
—
|
|
|
130,705
|
|
|
|
|||
Deferred taxes
|
(175,914
|
)
|
|
(18,553
|
)
|
|
(194,467
|
)
|
|
a, c
|
|||
Other, net
|
24,044
|
|
|
(3,871
|
)
|
|
20,173
|
|
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Receivables
|
121,630
|
|
|
25,158
|
|
|
146,788
|
|
|
b, c
|
|||
Inventories
|
(293,549
|
)
|
|
(39,930
|
)
|
|
(333,479
|
)
|
|
b, c
|
|||
Derivative assets
|
126,824
|
|
|
(12,801
|
)
|
|
114,023
|
|
|
a, b, c
|
|||
Margin and related deposits
|
104,214
|
|
|
(6,410
|
)
|
|
97,804
|
|
|
b, c
|
|||
Supplier advance payments
|
(34,583
|
)
|
|
631
|
|
|
(33,952
|
)
|
|
b
|
|||
Other current assets and other assets
|
(66,119
|
)
|
|
15,390
|
|
|
(50,729
|
)
|
|
a, c
|
|||
Customer margin deposits and credit balances
|
(50,920
|
)
|
|
—
|
|
|
(50,920
|
)
|
|
|
|||
Customer advance payments
|
(528
|
)
|
|
(801
|
)
|
|
(1,329
|
)
|
|
b, c
|
|||
Accounts payable and accrued expenses
|
197,445
|
|
|
30,522
|
|
|
227,967
|
|
|
a, b, c
|
|||
Derivative liabilities
|
(183,287
|
)
|
|
50,864
|
|
|
(132,423
|
)
|
|
a, b, c
|
|||
Other liabilities
|
(25,446
|
)
|
|
—
|
|
|
(25,446
|
)
|
|
|
|||
Net cash provided by (used in) operating activities
|
932,994
|
|
|
(13,876
|
)
|
|
919,118
|
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(444,397
|
)
|
|
—
|
|
|
(444,397
|
)
|
|
|
|||
Proceeds from disposition of property, plant and equipment
|
19,541
|
|
|
—
|
|
|
19,541
|
|
|
|
|||
Expenditures for major repairs
|
(2,340
|
)
|
|
—
|
|
|
(2,340
|
)
|
|
|
|||
Investments in joint ventures and other
|
(16,645
|
)
|
|
—
|
|
|
(16,645
|
)
|
|
|
|||
Changes in CHS Capital notes receivable, net
|
322
|
|
|
—
|
|
|
322
|
|
|
|
|||
Financing extended to customers
|
(67,225
|
)
|
|
—
|
|
|
(67,225
|
)
|
|
|
|||
Payments from customer financing
|
88,154
|
|
|
—
|
|
|
88,154
|
|
|
|
|||
Other investing activities, net
|
17,549
|
|
|
—
|
|
|
17,549
|
|
|
|
|||
Net cash provided by (used in) investing activities
|
(405,041
|
)
|
|
—
|
|
|
(405,041
|
)
|
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||||
Proceeds from lines of credit and long-term borrowings
|
37,295,236
|
|
|
—
|
|
|
37,295,236
|
|
|
|
|||
Payments on lines of credit, long-term borrowings and capital lease obligations
|
(37,580,959
|
)
|
|
(3,052
|
)
|
|
(37,584,011
|
)
|
|
c
|
|||
Mandatorily redeemable noncontrolling interest payments
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Preferred stock dividends paid
|
(167,642
|
)
|
|
—
|
|
|
(167,642
|
)
|
|
|
|||
Redemptions of equities
|
(35,268
|
)
|
|
—
|
|
|
(35,268
|
)
|
|
|
|||
Cash patronage dividends paid
|
(103,879
|
)
|
|
—
|
|
|
(103,879
|
)
|
|
|
|||
Other financing activities, net
|
(28,681
|
)
|
|
5,987
|
|
|
(22,694
|
)
|
|
c
|
|||
Net cash provided by (used in) financing activities
|
(621,193
|
)
|
|
2,935
|
|
|
(618,258
|
)
|
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(4,694
|
)
|
|
(19
|
)
|
|
(4,713
|
)
|
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(97,934
|
)
|
|
(10,960
|
)
|
|
(108,894
|
)
|
|
|
|||
Cash and cash equivalents at beginning of period
|
279,313
|
|
|
10,960
|
|
|
290,273
|
|
|
c
|
|||
Cash and cash equivalents at end of period
|
$
|
181,379
|
|
|
$
|
—
|
|
|
$
|
181,379
|
|
|
|
|
For the Year Ended August 31, 2016
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
423,969
|
|
|
$
|
(40,943
|
)
|
|
$
|
383,026
|
|
|
a, b, c
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
447,492
|
|
|
—
|
|
|
447,492
|
|
|
|
|||
Amortization of deferred major repair costs
|
73,483
|
|
|
—
|
|
|
73,483
|
|
|
|
|||
Equity (income) loss from investments
|
(175,777
|
)
|
|
—
|
|
|
(175,777
|
)
|
|
|
|||
Distributions from equity investments
|
178,464
|
|
|
—
|
|
|
178,464
|
|
|
|
|||
Provision for doubtful accounts
|
57,200
|
|
|
—
|
|
|
57,200
|
|
|
|
|||
Unrealized (gain) loss on crack spread contingent liability
|
(60,931
|
)
|
|
—
|
|
|
(60,931
|
)
|
|
|
|||
Long-lived asset impairment, net of recoveries
|
27,247
|
|
|
—
|
|
|
27,247
|
|
|
|
|||
Reserve against supplier advance payments
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Deferred taxes
|
(24,178
|
)
|
|
52,368
|
|
|
28,190
|
|
|
a, c
|
|||
Other, net
|
(15,444
|
)
|
|
—
|
|
|
(15,444
|
)
|
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Receivables
|
46,405
|
|
|
(44,835
|
)
|
|
1,570
|
|
|
b, c
|
|||
Inventories
|
338,662
|
|
|
14,910
|
|
|
353,572
|
|
|
b, c
|
|||
Derivative assets
|
(20,257
|
)
|
|
50,079
|
|
|
29,822
|
|
|
a, b, c
|
|||
Margin and related deposits
|
(37,115
|
)
|
|
6,410
|
|
|
(30,705
|
)
|
|
b, c
|
|||
Supplier advance payments
|
44,047
|
|
|
(632
|
)
|
|
43,415
|
|
|
b
|
|||
Other current assets and other assets
|
120,993
|
|
|
7,610
|
|
|
128,603
|
|
|
a, c
|
|||
Customer margin deposits and credit balances
|
20,841
|
|
|
—
|
|
|
20,841
|
|
|
|
|||
Customer advance payments
|
5,664
|
|
|
(12,743
|
)
|
|
(7,079
|
)
|
|
b, c
|
|||
Accounts payable and accrued expenses
|
(129,259
|
)
|
|
(328
|
)
|
|
(129,587
|
)
|
|
a, b, c
|
|||
Derivative liabilities
|
36,283
|
|
|
(34,840
|
)
|
|
1,443
|
|
|
a, b, c
|
|||
Other liabilities
|
(94,291
|
)
|
|
—
|
|
|
(94,291
|
)
|
|
|
|||
Net cash provided by (used in) operating activities
|
1,263,498
|
|
|
(2,944
|
)
|
|
1,260,554
|
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||||
Acquisition of property, plant and equipment
|
(692,780
|
)
|
|
—
|
|
|
(692,780
|
)
|
|
|
|||
Proceeds from disposition of property, plant and equipment
|
13,417
|
|
|
—
|
|
|
13,417
|
|
|
|
|||
Expenditures for major repairs
|
(19,610
|
)
|
|
—
|
|
|
(19,610
|
)
|
|
|
|||
Investments in joint ventures and other
|
(2,855,218
|
)
|
|
—
|
|
|
(2,855,218
|
)
|
|
|
|||
Changes in CHS Capital notes receivable, net
|
(209,902
|
)
|
|
—
|
|
|
(209,902
|
)
|
|
|
|||
Financing extended to customers
|
(82,302
|
)
|
|
—
|
|
|
(82,302
|
)
|
|
|
|||
Payments from customer financing
|
35,188
|
|
|
—
|
|
|
35,188
|
|
|
|
|||
Other investing activities, net
|
64,236
|
|
|
—
|
|
|
64,236
|
|
|
|
|||
Net cash provided by (used in) investing activities
|
(3,746,971
|
)
|
|
—
|
|
|
(3,746,971
|
)
|
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||||
Proceeds from lines of credit and long-term borrowings
|
31,586,968
|
|
|
—
|
|
|
31,586,968
|
|
|
|
|||
Payments on lines of credit, long-term borrowings and capital lease obligations
|
(29,232,842
|
)
|
|
—
|
|
|
(29,232,842
|
)
|
|
|
|||
Mandatorily redeemable noncontrolling interest payments
|
(153,022
|
)
|
|
—
|
|
|
(153,022
|
)
|
|
|
|||
Preferred stock dividends paid
|
(163,324
|
)
|
|
—
|
|
|
(163,324
|
)
|
|
|
|||
Redemptions of equities
|
(23,911
|
)
|
|
—
|
|
|
(23,911
|
)
|
|
|
|||
Cash patronage dividends paid
|
(251,740
|
)
|
|
—
|
|
|
(251,740
|
)
|
|
|
|||
Other financing activities, net
|
52,067
|
|
|
—
|
|
|
52,067
|
|
|
|
|||
Net cash provided by (used in) financing activities
|
1,814,196
|
|
|
—
|
|
|
1,814,196
|
|
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,223
|
)
|
|
—
|
|
|
(5,223
|
)
|
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(674,500
|
)
|
|
(2,944
|
)
|
|
(677,444
|
)
|
|
|
|||
Cash and cash equivalents at beginning of period
|
953,813
|
|
|
13,904
|
|
|
967,717
|
|
|
c
|
|||
Cash and cash equivalents at end of period
|
$
|
279,313
|
|
|
$
|
10,960
|
|
|
$
|
290,273
|
|
|
|
|
2018
|
|
(As Restated)
2017
|
||||
|
(Dollars in thousands)
|
||||||
Trade accounts receivable
|
$
|
1,578,764
|
|
|
$
|
1,258,644
|
|
CHS Capital short-term notes receivable
|
569,379
|
|
|
164,807
|
|
||
Deferred purchase price receivable
|
—
|
|
|
202,947
|
|
||
Other
|
534,071
|
|
|
491,496
|
|
||
|
2,682,214
|
|
|
2,117,894
|
|
||
Less allowances and reserves
|
221,813
|
|
|
225,726
|
|
||
Total receivables
|
$
|
2,460,401
|
|
|
$
|
1,892,168
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Balance - beginning of year
|
$
|
548,602
|
|
|
$
|
—
|
|
Cash collections on DPP receivable
|
(10,961
|
)
|
|
—
|
|
||
Transfer of receivables
|
(386,900
|
)
|
|
580,509
|
|
||
Monthly settlements, net
|
(169,827
|
)
|
|
(31,907
|
)
|
||
Fair value adjustment
|
19,086
|
|
|
—
|
|
||
Balance - end of year
|
$
|
—
|
|
|
$
|
548,602
|
|
|
2018
|
|
(As Restated)
2017
|
||||
|
(Dollars in thousands)
|
||||||
Grain and oilseed
|
$
|
1,298,522
|
|
|
$
|
1,121,141
|
|
Energy
|
715,161
|
|
|
755,886
|
|
||
Crop nutrients
|
246,326
|
|
|
248,699
|
|
||
Feed and farm supplies
|
391,906
|
|
|
402,293
|
|
||
Processed grain and oilseed
|
99,426
|
|
|
49,723
|
|
||
Other
|
17,308
|
|
|
23,862
|
|
||
Total inventories
|
$
|
2,768,649
|
|
|
$
|
2,601,604
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Equity method investments:
|
|
|
|
||||
CF Industries Nitrogen, LLC
|
$
|
2,735,073
|
|
|
$
|
2,756,076
|
|
Ventura Foods, LLC
|
360,150
|
|
|
347,016
|
|
||
Ardent Mills, LLC
|
205,898
|
|
|
206,529
|
|
||
Other equity method investments
|
288,016
|
|
|
309,767
|
|
||
Cost method and other investments
|
122,788
|
|
|
131,605
|
|
||
Total investments
|
$
|
3,711,925
|
|
|
$
|
3,750,993
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Current assets
|
$
|
576,076
|
|
|
$
|
394,089
|
|
Non-current assets
|
7,447,594
|
|
|
7,314,629
|
|
||
Current liabilities
|
215,104
|
|
|
390,206
|
|
||
Non-current liabilities
|
71
|
|
|
6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
2,449,695
|
|
|
$
|
2,051,159
|
|
|
$
|
1,027,142
|
|
Gross profit
|
423,612
|
|
|
195,142
|
|
|
243,911
|
|
|||
Net earnings
|
401,295
|
|
|
123,965
|
|
|
186,665
|
|
|||
Earnings attributable to CHS Inc.
|
106,895
|
|
|
66,530
|
|
|
74,700
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Current assets
|
$
|
1,462,590
|
|
|
$
|
1,483,384
|
|
Non-current assets
|
2,331,295
|
|
|
2,358,434
|
|
||
Current liabilities
|
671,928
|
|
|
685,462
|
|
||
Non-current liabilities
|
693,360
|
|
|
765,078
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
5,882,035
|
|
|
$
|
5,762,849
|
|
|
$
|
5,694,622
|
|
Gross profit
|
601,927
|
|
|
673,329
|
|
|
677,920
|
|
|||
Net earnings
|
226,776
|
|
|
265,126
|
|
|
265,025
|
|
|||
Earnings attributable to CHS Inc.
|
46,069
|
|
|
60,716
|
|
|
88,936
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Land and land improvements
|
$
|
341,767
|
|
|
$
|
357,829
|
|
Buildings
|
1,034,860
|
|
|
1,030,478
|
|
||
Machinery and equipment
|
7,199,509
|
|
|
6,950,435
|
|
||
Office equipment and other
|
316,946
|
|
|
235,361
|
|
||
Construction in progress
|
204,207
|
|
|
327,682
|
|
||
|
9,097,289
|
|
|
8,901,785
|
|
||
Less accumulated depreciation and amortization
|
3,955,570
|
|
|
3,545,351
|
|
||
Total property, plant and equipment
|
$
|
5,141,719
|
|
|
$
|
5,356,434
|
|
|
2018
|
|
(As Restated)
2017
|
||||
|
(Dollars in thousands)
|
||||||
Goodwill
|
$
|
138,464
|
|
|
$
|
138,454
|
|
Customer lists, trademarks and other intangible assets
|
29,338
|
|
|
33,330
|
|
||
Notes receivable
|
211,986
|
|
|
51,586
|
|
||
Deferred purchase price receivable
|
—
|
|
|
345,655
|
|
||
Long-term derivative assets
|
23,084
|
|
|
40,897
|
|
||
Prepaid pension and other benefits
|
101,539
|
|
|
122,433
|
|
||
Capitalized major maintenance
|
130,780
|
|
|
105,006
|
|
||
Cash value life insurance
|
123,010
|
|
|
118,677
|
|
||
Other
|
76,128
|
|
|
124,343
|
|
||
|
$
|
834,329
|
|
|
$
|
1,080,381
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balances, August 31, 2016 - As previously reported
|
$
|
552
|
|
|
$
|
148,916
|
|
|
$
|
10,946
|
|
|
$
|
160,414
|
|
Cumulative restatement adjustments
|
—
|
|
|
(16,130
|
)
|
|
—
|
|
|
(16,130
|
)
|
||||
Balances, August 31, 2016 - As restated
|
552
|
|
|
132,786
|
|
|
10,946
|
|
|
144,284
|
|
||||
Effect of foreign currency translation adjustments
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||
Impairment
|
—
|
|
|
(5,542
|
)
|
|
—
|
|
|
(5,542
|
)
|
||||
Other
|
—
|
|
|
(268
|
)
|
|
(372
|
)
|
|
(640
|
)
|
||||
Balances, August 31, 2017 - As restated
|
$
|
552
|
|
|
$
|
127,328
|
|
|
$
|
10,574
|
|
|
$
|
138,454
|
|
Effect of foreign currency translation adjustments
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balances, August 31, 2018
|
$
|
552
|
|
|
$
|
127,338
|
|
|
$
|
10,574
|
|
|
$
|
138,464
|
|
|
August 31, 2018
|
|
August 31, 2017
|
||||||||||||||||||||
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Customer lists
|
$
|
40,815
|
|
|
$
|
(13,082
|
)
|
|
$
|
27,733
|
|
|
$
|
46,180
|
|
|
$
|
(14,695
|
)
|
|
$
|
31,485
|
|
Trademarks and other intangible assets
|
6,536
|
|
|
(4,931
|
)
|
|
1,605
|
|
|
23,623
|
|
|
(21,778
|
)
|
|
1,845
|
|
||||||
Total intangible assets
|
$
|
47,351
|
|
|
$
|
(18,013
|
)
|
|
$
|
29,338
|
|
|
$
|
69,803
|
|
|
$
|
(36,473
|
)
|
|
$
|
33,330
|
|
|
Balance at
Beginning of Year |
|
Cost
Deferred |
|
Amortization
|
|
Balance at
End of Year |
||||||||
|
(Dollars in thousands)
|
||||||||||||||
2018
|
$
|
105,006
|
|
|
$
|
87,460
|
|
|
$
|
(61,686
|
)
|
|
$
|
130,780
|
|
2017
|
169,054
|
|
|
3,010
|
|
|
(67,058
|
)
|
|
105,006
|
|
||||
2016
|
241,588
|
|
|
949
|
|
|
(73,483
|
)
|
|
169,054
|
|
|
|
Weighted-average Interest Rate
|
|
|
|
|
||||||
|
|
2018
|
|
(As Restated)
2017 |
|
2018
|
|
(As Restated)
2017 |
||||
|
|
|
|
|
|
(Dollars in thousands)
|
||||||
Notes payable
|
|
3.50%
|
|
2.40%
|
|
$
|
1,437,264
|
|
|
$
|
1,695,423
|
|
CHS Capital notes payable
|
|
2.82%
|
|
1.90%
|
|
834,932
|
|
|
289,740
|
|
||
Total notes payable
|
|
$
|
2,272,196
|
|
|
$
|
1,985,163
|
|
Primary Revolving Credit Facilities
|
|
Fiscal Year
of Maturity
|
|
Total Capacity
|
|
Borrowings Outstanding
|
|
Interest Rates
|
||||
|
|
|
|
2018
|
|
2018
|
|
2017
|
|
|
||
|
|
|
|
(Dollars in thousands)
|
|
|
||||||
Committed Five-Year Unsecured Facility
|
|
2021
|
|
$
|
3,000,000
|
|
|
$—
|
|
$480,000
|
|
LIBOR or Base Rate +0.00% to 1.45%
|
Uncommitted Bilateral Facilities
|
|
2019
|
|
515,000
|
|
|
515,000
|
|
350,000
|
|
LIBOR or Base Rate +0.00% to 1.20%
|
|
|
|
2018
|
|
2017
|
||||
|
|
|
(Dollars in thousands)
|
||||||
6.18% unsecured notes $400 million face amount, due in equal installments beginning in 2014 through 2018
|
|
$
|
—
|
|
|
$
|
80,000
|
|
|
5.60% unsecured notes $60 million face amount, due in equal installments beginning in 2012 through 2018
|
|
—
|
|
|
4,615
|
|
|||
5.78% unsecured notes $50 million face amount, due in equal installments beginning in 2014 through 2018
|
|
—
|
|
|
10,000
|
|
|||
4.00% unsecured notes $100 million face amount, due in equal installments beginning in 2017 through 2021
|
|
60,000
|
|
|
80,000
|
|
|||
4.08% unsecured notes $130 million face amount, due in 2019
(a)
|
|
129,229
|
|
|
130,690
|
|
|||
4.52% unsecured notes $160 million face amount, due in 2021
(a)
|
|
157,528
|
|
|
163,496
|
|
|||
4.67% unsecured notes $130 million face amount, due in 2023
(a)
|
|
128,577
|
|
|
135,792
|
|
|||
4.39% unsecured notes $152 million face amount, due in 2023
|
|
152,000
|
|
|
152,000
|
|
|||
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
|
|
|||
4.58% unsecured notes $150 million face amount, due in 2025
|
|
145,213
|
|
|
149,293
|
|
|||
4.82% unsecured notes $80 million face amount, due in 2026
|
|
80,000
|
|
|
80,000
|
|
|||
4.69% unsecured notes $58 million face amount, due in 2027
|
|
58,000
|
|
|
58,000
|
|
|||
4.74% unsecured notes $95 million face amount, due in 2028
|
|
95,000
|
|
|
95,000
|
|
|||
4.89% unsecured notes $100 million face amount, due in 2031
|
|
100,000
|
|
|
100,000
|
|
|||
4.71% unsecured notes $100 million face amount, due in 2033
|
|
100,000
|
|
|
100,000
|
|
|||
5.40% unsecured notes $125 million face amount, due in 2036
|
|
125,000
|
|
|
125,000
|
|
|||
Private Placement debt
|
|
1,510,547
|
|
|
1,643,886
|
|
|||
5.59% unsecured term loans from cooperative and other banks, due in equal installments beginning in 2013 through 2018
|
|
—
|
|
|
15,000
|
|
|||
2.25% unsecured term loans from cooperative and other banks, due in 2025
(b)
|
|
366,000
|
|
|
430,000
|
|
|||
Bank financing
|
|
366,000
|
|
|
445,000
|
|
|||
Capital lease obligations
|
|
25,280
|
|
|
33,075
|
|
|||
Other notes and contracts with interest rates from 1.30% to 15.25%
|
|
32,607
|
|
|
62,652
|
|
|||
Deferred financing costs
|
|
(4,179
|
)
|
|
(4,820
|
)
|
|||
Total long-term debt
|
|
1,930,255
|
|
|
2,179,793
|
|
|||
Less current portion
|
|
167,565
|
|
|
156,345
|
|
|||
Long-term portion
|
|
$
|
1,762,690
|
|
|
$
|
2,023,448
|
|
(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 13,
Derivative Financial Instruments and Hedging Activities
for more information.
|
(b)
|
Borrowings are variable under the agreement and bear interest at a base rate (or a LIBO rate) plus an applicable margin.
|
|
2018
|
|
(As Restated)
2017 |
|
(As Restated)
2016 |
||||||
|
(Dollars in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
15,576
|
|
|
$
|
8,394
|
|
|
$
|
(14,536
|
)
|
State
|
7,041
|
|
|
(1,787
|
)
|
|
2,427
|
|
|||
Foreign
|
20,268
|
|
|
6,736
|
|
|
3,018
|
|
|||
|
42,885
|
|
|
13,343
|
|
|
(9,091
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(146,780
|
)
|
|
(173,184
|
)
|
|
34,753
|
|
|||
State
|
(127
|
)
|
|
(13,244
|
)
|
|
(13,684
|
)
|
|||
Foreign
|
(54
|
)
|
|
(8,039
|
)
|
|
7,121
|
|
|||
|
(146,961
|
)
|
|
(194,467
|
)
|
|
28,190
|
|
|||
Total
|
$
|
(104,076
|
)
|
|
$
|
(181,124
|
)
|
|
$
|
19,099
|
|
|
2018
|
|
(As Restated)
2017 |
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accrued expenses
|
$
|
138,417
|
|
|
$
|
227,877
|
|
Postretirement health care and deferred compensation
|
41,797
|
|
|
82,682
|
|
||
Tax credit carryforwards
|
154,240
|
|
|
169,549
|
|
||
Loss carryforwards
|
104,519
|
|
|
156,615
|
|
||
Nonqualified equity
|
178,046
|
|
|
140,009
|
|
||
Major maintenance
|
5,484
|
|
|
13,011
|
|
||
Other
|
83,580
|
|
|
83,138
|
|
||
Deferred tax assets valuation reserve
|
(230,373
|
)
|
|
(289,082
|
)
|
||
Total deferred tax assets
|
475,710
|
|
|
583,799
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Pension
|
19,397
|
|
|
32,150
|
|
||
Investments
|
98,608
|
|
|
130,816
|
|
||
Property, plant and equipment
|
513,238
|
|
|
709,313
|
|
||
Other
|
26,828
|
|
|
40,323
|
|
||
Total deferred tax liabilities
|
658,071
|
|
|
912,602
|
|
||
Net deferred tax liabilities
|
$
|
182,361
|
|
|
$
|
328,803
|
|
|
2018
|
|
(As Restated)
2017 |
|
(As Restated)
2016 |
|||
Statutory federal income tax rate
|
25.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
0.7
|
|
|
12.1
|
|
|
0.3
|
|
Patronage earnings
|
(13.6
|
)
|
|
91.7
|
|
|
(21.2
|
)
|
Domestic production activities deduction
|
(8.4
|
)
|
|
30.5
|
|
|
(12.1
|
)
|
Export activities at rates other than the U.S. statutory rate
|
6.1
|
|
|
51.6
|
|
|
(3.0
|
)
|
U.S. tax reform
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
Intercompany transfer of business assets
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
Increase in unrecognized tax benefits
|
6.8
|
|
|
—
|
|
|
—
|
|
Valuation allowance
|
(3.4
|
)
|
|
(77.1
|
)
|
|
25.4
|
|
Tax credits
|
0.7
|
|
|
22.8
|
|
|
(14.1
|
)
|
Crack spread contingency
|
—
|
|
|
4.8
|
|
|
(5.3
|
)
|
Other
|
(0.8
|
)
|
|
(7.0
|
)
|
|
(0.3
|
)
|
Effective tax rate
|
(15.5
|
)%
|
|
164.4
|
%
|
|
4.7
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance at beginning of period
|
$
|
37,830
|
|
|
$
|
37,105
|
|
|
$
|
72,181
|
|
Additions attributable to current year tax positions
|
3,640
|
|
|
725
|
|
|
1,387
|
|
|||
Additions attributable to prior year tax positions
|
49,665
|
|
|
—
|
|
|
—
|
|
|||
Reductions attributable to prior year tax positions
|
—
|
|
|
—
|
|
|
(36,463
|
)
|
|||
Balance at end of period
|
$
|
91,135
|
|
|
$
|
37,830
|
|
|
$
|
37,105
|
|
|
|
Nasdaq symbol
|
|
Issuance date
|
|
Shares outstanding
|
|
Redemption value
|
|
Net proceeds (a)
|
|
Dividend rate
(b) (c)
|
|
Dividend payment frequency
|
|
Redeemable beginning (d)
|
||||||
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||||
8% Cumulative Redeemable
|
|
CHSCP
|
|
(e)
|
|
12,272,003
|
|
|
$
|
306.8
|
|
|
$
|
311.2
|
|
|
8.00
|
%
|
|
Quarterly
|
|
7/18/2023
|
Class B Cumulative Redeemable, Series 1
|
|
CHSCO
|
|
(f)
|
|
21,459,066
|
|
|
$
|
536.5
|
|
|
$
|
569.3
|
|
|
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
|
|
|
7.10
|
%
|
|
Quarterly
|
|
3/31/2024
|
Class B Reset Rate Cumulative Redeemable, Series 3
|
|
CHSCM
|
|
9/15/2014
|
|
19,700,000
|
|
|
$
|
492.5
|
|
|
$
|
476.7
|
|
|
6.75
|
%
|
|
Quarterly
|
|
9/30/2024
|
Class B Cumulative Redeemable, Series 4
|
|
CHSCL
|
|
1/21/2015
|
|
20,700,000
|
|
|
$
|
517.5
|
|
|
$
|
501.0
|
|
|
7.50
|
%
|
|
Quarterly
|
|
1/21/2025
|
(a)
|
Includes patrons' equities redeemed with preferred stock.
|
(b)
|
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.
|
(c)
|
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.
|
(d)
|
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.
|
(e)
|
The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003 through 2010.
|
(f)
|
Shares of Class B Cumulative Redeemable Preferred Stock, Series 1 were issued on September 26, 2013, August 25, 2014, March 31, 2016 and March 30, 2017.
|
|
Pension and Other Postretirement Benefits
|
|
Unrealized Net Gain (Loss) on Available for Sale Investments
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Balance as of August 31, 2015, net of tax (As previously reported)
|
$
|
(171,729
|
)
|
|
$
|
4,156
|
|
|
$
|
(5,324
|
)
|
|
$
|
(41,310
|
)
|
|
$
|
(214,207
|
)
|
Cumulative restatement adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|
1,370
|
|
|||||
Balance as of August 31, 2015, net of tax (As restated)
|
(171,729
|
)
|
|
4,156
|
|
|
(5,324
|
)
|
|
(39,940
|
)
|
|
(212,837
|
)
|
|||||
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
(10,512
|
)
|
|
2,447
|
|
|
(11,353
|
)
|
|
(2,210
|
)
|
|
(21,628
|
)
|
|||||
Amounts reclassified out
|
20,998
|
|
|
—
|
|
|
5,071
|
|
|
469
|
|
|
26,538
|
|
|||||
Total other comprehensive income (loss), before tax
|
10,486
|
|
|
2,447
|
|
|
(6,282
|
)
|
|
(1,741
|
)
|
|
4,910
|
|
|||||
Tax effect
|
(3,903
|
)
|
|
(947
|
)
|
|
2,410
|
|
|
(1,163
|
)
|
|
(3,603
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
6,583
|
|
|
1,500
|
|
|
(3,872
|
)
|
|
(2,904
|
)
|
|
1,307
|
|
|||||
Balance as of August 31, 2016, net of tax (As restated)
|
(165,146
|
)
|
|
5,656
|
|
|
(9,196
|
)
|
|
(42,844
|
)
|
|
(211,530
|
)
|
|||||
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
25,216
|
|
|
7,117
|
|
|
1,892
|
|
|
(7,960
|
)
|
|
26,265
|
|
|||||
Amounts reclassified out
|
26,174
|
|
|
—
|
|
|
1,742
|
|
|
15
|
|
|
27,931
|
|
|||||
Total other comprehensive income (loss), before tax
|
51,390
|
|
|
7,117
|
|
|
3,634
|
|
|
(7,945
|
)
|
|
54,196
|
|
|||||
Tax effect
|
(18,688
|
)
|
|
(2,732
|
)
|
|
(1,392
|
)
|
|
(214
|
)
|
|
(23,026
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
32,702
|
|
|
4,385
|
|
|
2,242
|
|
|
(8,159
|
)
|
|
31,170
|
|
|||||
Balance as of August 31, 2017, net of tax (As restated)
|
(132,444
|
)
|
|
10,041
|
|
|
(6,954
|
)
|
|
(51,003
|
)
|
|
(180,360
|
)
|
|||||
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
7,633
|
|
|
21,078
|
|
|
1,031
|
|
|
(10,062
|
)
|
|
19,680
|
|
|||||
Amounts reclassified out
|
21,804
|
|
|
(25,534
|
)
|
|
1,704
|
|
|
(2,042
|
)
|
|
(4,068
|
)
|
|||||
Total other comprehensive income (loss), before tax
|
29,437
|
|
|
(4,456
|
)
|
|
2,735
|
|
|
(12,104
|
)
|
|
15,612
|
|
|||||
Tax effect
|
(9,371
|
)
|
|
1,308
|
|
|
(195
|
)
|
|
83
|
|
|
(8,175
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
20,066
|
|
|
(3,148
|
)
|
|
2,540
|
|
|
(12,021
|
)
|
|
7,437
|
|
|||||
Reclassification of tax effects to retained earnings
|
(27,957
|
)
|
|
1,968
|
|
|
(1,468
|
)
|
|
465
|
|
|
(26,992
|
)
|
|||||
Balance as of August 31, 2018, net of tax
|
$
|
(140,335
|
)
|
|
$
|
8,861
|
|
|
$
|
(5,882
|
)
|
|
$
|
(62,559
|
)
|
|
$
|
(199,915
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation at beginning of period
|
$
|
806,174
|
|
|
$
|
812,749
|
|
|
$
|
25,599
|
|
|
$
|
32,696
|
|
|
$
|
31,836
|
|
|
$
|
36,779
|
|
Service cost
|
39,677
|
|
|
42,149
|
|
|
548
|
|
|
1,206
|
|
|
943
|
|
|
1,160
|
|
||||||
Interest cost
|
24,007
|
|
|
22,999
|
|
|
711
|
|
|
843
|
|
|
908
|
|
|
930
|
|
||||||
Actuarial (gain) loss
|
3,146
|
|
|
(10,054
|
)
|
|
205
|
|
|
(5,692
|
)
|
|
(623
|
)
|
|
(4,650
|
)
|
||||||
Assumption change
|
(36,515
|
)
|
|
(17,750
|
)
|
|
(783
|
)
|
|
(655
|
)
|
|
(1,612
|
)
|
|
(775
|
)
|
||||||
Plan amendments
|
244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(4,824
|
)
|
|
(2,131
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(69,549
|
)
|
|
(43,919
|
)
|
|
(701
|
)
|
|
(668
|
)
|
|
(1,662
|
)
|
|
(1,608
|
)
|
||||||
Benefit obligation at end of period
|
$
|
767,184
|
|
|
$
|
806,174
|
|
|
$
|
20,755
|
|
|
$
|
25,599
|
|
|
$
|
29,790
|
|
|
$
|
31,836
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
$
|
875,820
|
|
|
$
|
883,265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gain (loss) on plan assets
|
23,345
|
|
|
36,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
—
|
|
|
—
|
|
|
5,525
|
|
|
2,799
|
|
|
1,662
|
|
|
1,608
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(4,824
|
)
|
|
(2,131
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(69,549
|
)
|
|
(43,919
|
)
|
|
(701
|
)
|
|
(668
|
)
|
|
(1,662
|
)
|
|
(1,608
|
)
|
||||||
Fair value of plan assets at end of period
|
$
|
829,616
|
|
|
$
|
875,820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of period
|
$
|
62,432
|
|
|
$
|
69,646
|
|
|
$
|
(20,755
|
)
|
|
$
|
(25,599
|
)
|
|
$
|
(29,790
|
)
|
|
$
|
(31,836
|
)
|
Amounts recognized on balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-current assets
|
$
|
62,432
|
|
|
$
|
70,019
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
—
|
|
|
—
|
|
|
(1,780
|
)
|
|
(2,270
|
)
|
|
(2,040
|
)
|
|
(2,140
|
)
|
||||||
Non-current liabilities
|
—
|
|
|
(373
|
)
|
|
(18,975
|
)
|
|
(23,329
|
)
|
|
(27,750
|
)
|
|
(29,696
|
)
|
||||||
Ending balance
|
$
|
62,432
|
|
|
$
|
69,646
|
|
|
$
|
(20,755
|
)
|
|
$
|
(25,599
|
)
|
|
$
|
(29,790
|
)
|
|
$
|
(31,836
|
)
|
Amounts recognized in accumulated other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
$
|
1,288
|
|
|
$
|
2,481
|
|
|
$
|
(691
|
)
|
|
$
|
(660
|
)
|
|
$
|
(3,716
|
)
|
|
$
|
(4,281
|
)
|
Net (gain) loss
|
209,606
|
|
|
236,232
|
|
|
427
|
|
|
953
|
|
|
(17,875
|
)
|
|
(16,864
|
)
|
||||||
Ending balance
|
$
|
210,894
|
|
|
$
|
238,713
|
|
|
$
|
(264
|
)
|
|
$
|
293
|
|
|
$
|
(21,591
|
)
|
|
$
|
(21,145
|
)
|
|
For the Years Ended August 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Projected benefit obligation
|
$
|
20,755
|
|
|
$
|
28,177
|
|
Accumulated benefit obligation
|
18,586
|
|
|
23,221
|
|
||
Fair value of plan assets
|
—
|
|
|
2,203
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service cost
|
$
|
39,677
|
|
|
$
|
42,149
|
|
|
$
|
37,533
|
|
|
$
|
548
|
|
|
$
|
1,206
|
|
|
$
|
1,035
|
|
|
$
|
943
|
|
|
$
|
1,160
|
|
|
$
|
1,412
|
|
Interest cost
|
24,007
|
|
|
22,999
|
|
|
30,773
|
|
|
711
|
|
|
843
|
|
|
1,406
|
|
|
908
|
|
|
930
|
|
|
1,709
|
|
|||||||||
Expected return on assets
|
(48,159
|
)
|
|
(48,235
|
)
|
|
(48,055
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement of retiree obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service cost (credit) amortization
|
1,437
|
|
|
1,540
|
|
|
1,606
|
|
|
30
|
|
|
19
|
|
|
228
|
|
|
(565
|
)
|
|
(565
|
)
|
|
(120
|
)
|
|||||||||
Actuarial loss (gain) amortization
|
18,073
|
|
|
22,869
|
|
|
19,016
|
|
|
61
|
|
|
546
|
|
|
692
|
|
|
(1,224
|
)
|
|
(798
|
)
|
|
(464
|
)
|
|||||||||
Net periodic benefit cost
|
$
|
35,035
|
|
|
$
|
41,322
|
|
|
$
|
40,873
|
|
|
$
|
1,238
|
|
|
$
|
2,584
|
|
|
$
|
3,361
|
|
|
$
|
62
|
|
|
$
|
727
|
|
|
$
|
2,537
|
|
Weighted-average assumptions to determine the net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.80
|
%
|
|
3.60
|
%
|
|
4.20
|
%
|
|
3.53
|
%
|
|
3.28
|
%
|
|
4.20
|
%
|
|
3.56
|
%
|
|
3.30
|
%
|
|
4.20
|
%
|
|||||||||
Expected return on plan assets
|
5.75
|
%
|
|
5.75
|
%
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Rate of compensation increase
|
5.08
|
%
|
|
5.60
|
%
|
|
4.90
|
%
|
|
5.08
|
%
|
|
5.60
|
%
|
|
4.90
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Weighted-average assumptions to determine the benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.23
|
%
|
|
3.80
|
%
|
|
3.60
|
%
|
|
4.09
|
%
|
|
3.53
|
%
|
|
3.28
|
%
|
|
4.13
|
%
|
|
3.56
|
%
|
|
3.30
|
%
|
|||||||||
Rate of compensation increase
|
5.14
|
%
|
|
5.08
|
%
|
|
5.60
|
%
|
|
5.14
|
%
|
|
5.08
|
%
|
|
5.60
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other
Benefits
|
||||||
|
(Dollars in thousands)
|
||||||||||
Amortization of prior service cost (credit)
|
$
|
190
|
|
|
$
|
(75
|
)
|
|
$
|
(556
|
)
|
Amortization of net actuarial (gain) loss
|
12,266
|
|
|
2
|
|
|
(1,629
|
)
|
|
1% Increase
|
|
1% Decrease
|
||||
|
(Dollars in thousands)
|
||||||
Effect on total of service and interest cost components
|
$
|
230
|
|
|
$
|
(200
|
)
|
Effect on postretirement benefit obligation
|
2,400
|
|
|
(2,100
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
Gross |
||||||
|
(Dollars in thousands)
|
||||||||||
2019
|
$
|
66,528
|
|
|
$
|
1,780
|
|
|
$
|
2,040
|
|
2020
|
62,320
|
|
|
1,670
|
|
|
2,260
|
|
|||
2021
|
61,279
|
|
|
1,750
|
|
|
2,400
|
|
|||
2022
|
62,877
|
|
|
2,230
|
|
|
2,590
|
|
|||
2023
|
64,573
|
|
|
1,840
|
|
|
2,720
|
|
|||
2024-2028
|
328,313
|
|
|
9,270
|
|
|
12,690
|
|
•
|
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; and
|
•
|
focus on long-term return objectives.
|
|
2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
7,424
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,424
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
692
|
|
|
—
|
|
|
—
|
|
|
692
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
216,962
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
500,637
|
|
||||
Partnership and joint venture interests measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
101,954
|
|
||||
Other assets measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,947
|
|
||||
Total
|
$
|
8,116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
829,616
|
|
|
2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
9,988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,988
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
459
|
|
|
—
|
|
|
—
|
|
|
459
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
231,228
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common/collective trust at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
535,185
|
|
||||
Partnership and joint venture interests measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
96,994
|
|
||||
Other assets measured at net asset value
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,966
|
|
||||
Total
|
$
|
10,447
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
875,820
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and
|
•
|
If we choose to stop participating in the multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
Contributions of CHS
|
|
|
|
|
||||||||||
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||||||
Plan Name
|
|
EIN/Plan Number
|
|
2018
|
|
2017
|
|
2016
|
|
Surcharge Imposed
|
|
Expiration Date of Collective Bargaining Agreement
|
||||||
Co-op Retirement Plan
|
|
01-0689331 / 001
|
|
$
|
1,662
|
|
|
$
|
1,653
|
|
|
$
|
1,862
|
|
|
N/A
|
|
N/A
|
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
For the year ended August 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues, including intersegment revenues
|
$
|
8,068,717
|
|
|
$
|
25,052,395
|
|
|
$
|
—
|
|
|
$
|
64,516
|
|
|
$
|
(502,281
|
)
|
|
$
|
32,683,347
|
|
Operating earnings (loss)
|
390,092
|
|
|
95,883
|
|
|
(20,619
|
)
|
|
(8,270
|
)
|
|
—
|
|
|
457,086
|
|
||||||
(Gain) loss on disposal of business
|
(65,862
|
)
|
|
(7,707
|
)
|
|
—
|
|
|
(58,247
|
)
|
|
—
|
|
|
(131,816
|
)
|
||||||
Interest expense
|
14,627
|
|
|
94,256
|
|
|
50,499
|
|
|
(7,712
|
)
|
|
(2,468
|
)
|
|
149,202
|
|
||||||
Other (income) loss
|
(7,718
|
)
|
|
(66,316
|
)
|
|
(3,061
|
)
|
|
(3,388
|
)
|
|
2,468
|
|
|
(78,015
|
)
|
||||||
Equity (income) loss from investments
|
(3,063
|
)
|
|
1,392
|
|
|
(106,895
|
)
|
|
(44,949
|
)
|
|
—
|
|
|
(153,515
|
)
|
||||||
Income (loss) before income taxes
|
$
|
452,108
|
|
|
$
|
74,258
|
|
|
$
|
38,838
|
|
|
$
|
106,026
|
|
|
$
|
—
|
|
|
$
|
671,230
|
|
Intersegment revenues
|
$
|
(479,598
|
)
|
|
$
|
(14,914
|
)
|
|
$
|
—
|
|
|
$
|
(7,769
|
)
|
|
$
|
502,281
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
248,207
|
|
|
$
|
77,962
|
|
|
$
|
—
|
|
|
$
|
29,243
|
|
|
$
|
—
|
|
|
$
|
355,412
|
|
Depreciation and amortization
|
$
|
230,230
|
|
|
$
|
218,716
|
|
|
$
|
—
|
|
|
$
|
29,104
|
|
|
$
|
—
|
|
|
$
|
478,050
|
|
Total assets as of August 31, 2018
|
$
|
4,168,239
|
|
|
$
|
6,534,777
|
|
|
$
|
2,758,668
|
|
|
$
|
2,919,494
|
|
|
$
|
—
|
|
|
$
|
16,381,178
|
|
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
For the year ended August 31, 2017:
(As restated)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, including intersegment revenues
|
$
|
6,620,680
|
|
|
$
|
25,738,740
|
|
|
$
|
—
|
|
|
$
|
95,414
|
|
|
$
|
(417,408
|
)
|
|
$
|
32,037,426
|
|
Operating earnings (loss)
|
75,138
|
|
|
(268,946
|
)
|
|
(18,430
|
)
|
|
38,212
|
|
|
—
|
|
|
(174,026
|
)
|
||||||
(Gain) loss on disposal of business
|
—
|
|
|
2,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,190
|
|
||||||
Interest expense
|
18,365
|
|
|
71,986
|
|
|
48,893
|
|
|
33,250
|
|
|
(1,255
|
)
|
|
171,239
|
|
||||||
Other (income) loss
|
(1,164
|
)
|
|
(65,684
|
)
|
|
(30,534
|
)
|
|
(3,824
|
)
|
|
1,255
|
|
|
(99,951
|
)
|
||||||
Equity (income) loss from investments
|
(3,181
|
)
|
|
(7,277
|
)
|
|
(66,530
|
)
|
|
(60,350
|
)
|
|
—
|
|
|
(137,338
|
)
|
||||||
Income (loss) before income taxes
|
$
|
61,118
|
|
|
$
|
(270,161
|
)
|
|
$
|
29,741
|
|
|
$
|
69,136
|
|
|
$
|
—
|
|
|
$
|
(110,166
|
)
|
Intersegment revenues
|
$
|
(392,842
|
)
|
|
$
|
(20,312
|
)
|
|
$
|
—
|
|
|
$
|
(4,254
|
)
|
|
$
|
417,408
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
260,543
|
|
|
$
|
146,139
|
|
|
$
|
—
|
|
|
$
|
37,715
|
|
|
$
|
—
|
|
|
$
|
444,397
|
|
Depreciation and amortization
|
$
|
223,229
|
|
|
$
|
232,443
|
|
|
$
|
—
|
|
|
$
|
24,551
|
|
|
$
|
—
|
|
|
$
|
480,223
|
|
Total assets as of August 31, 2017
|
$
|
4,290,618
|
|
|
$
|
6,359,058
|
|
|
$
|
2,781,610
|
|
|
$
|
2,387,636
|
|
|
$
|
—
|
|
|
$
|
15,818,922
|
|
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
For the year ended August 31, 2016:
(As restated)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues, including intersegment revenues
|
$
|
5,743,882
|
|
|
$
|
24,896,354
|
|
|
$
|
—
|
|
|
$
|
92,725
|
|
|
$
|
(377,701
|
)
|
|
$
|
30,355,260
|
|
Operating earnings (loss)
|
246,105
|
|
|
36,649
|
|
|
(6,193
|
)
|
|
15,882
|
|
|
—
|
|
|
292,443
|
|
||||||
Interest expense
|
(22,244
|
)
|
|
82,085
|
|
|
34,437
|
|
|
30,647
|
|
|
(11,221
|
)
|
|
113,704
|
|
||||||
Other (income) loss
|
(287
|
)
|
|
(53,044
|
)
|
|
—
|
|
|
(5,499
|
)
|
|
11,221
|
|
|
(47,609
|
)
|
||||||
Equity (income) loss from investments
|
(4,739
|
)
|
|
(7,644
|
)
|
|
(74,700
|
)
|
|
(88,694
|
)
|
|
—
|
|
|
(175,777
|
)
|
||||||
Income (loss) before income taxes
|
$
|
273,375
|
|
|
$
|
15,252
|
|
|
$
|
34,070
|
|
|
$
|
79,428
|
|
|
$
|
—
|
|
|
$
|
402,125
|
|
Intersegment revenues
|
$
|
(335,003
|
)
|
|
$
|
(40,336
|
)
|
|
$
|
—
|
|
|
$
|
(2,362
|
)
|
|
$
|
377,701
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
376,841
|
|
|
$
|
260,865
|
|
|
$
|
—
|
|
|
$
|
55,074
|
|
|
$
|
—
|
|
|
$
|
692,780
|
|
Depreciation and amortization
|
$
|
193,525
|
|
|
$
|
230,172
|
|
|
$
|
—
|
|
|
$
|
23,795
|
|
|
$
|
—
|
|
|
$
|
447,492
|
|
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
North America
|
$
|
29,475,724
|
|
|
$
|
29,068,842
|
|
|
$
|
26,571,367
|
|
South America
|
1,569,330
|
|
|
1,441,316
|
|
|
1,847,284
|
|
|||
Europe, the Middle East and Africa (EMEA)
|
536,501
|
|
|
652,308
|
|
|
878,407
|
|
|||
Asia Pacific (APAC)
|
1,101,792
|
|
|
874,960
|
|
|
1,058,202
|
|
|||
Total
|
$
|
32,683,347
|
|
|
$
|
32,037,426
|
|
|
$
|
30,355,260
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
United States
|
$
|
5,185,572
|
|
|
$
|
5,359,270
|
|
International
|
86,927
|
|
|
102,170
|
|
||
Total
|
$
|
5,272,499
|
|
|
$
|
5,461,440
|
|
|
August 31, 2018
|
||||||||||||||
|
|
|
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 derivatives
|
$
|
313,033
|
|
|
$
|
—
|
|
|
$
|
26,781
|
|
|
$
|
286,252
|
|
Foreign exchange derivatives
|
15,401
|
|
|
—
|
|
|
8,703
|
|
|
6,698
|
|
||||
Embedded derivative asset
|
23,595
|
|
|
—
|
|
|
—
|
|
|
23,595
|
|
||||
Total
|
$
|
352,029
|
|
|
$
|
—
|
|
|
$
|
35,484
|
|
|
$
|
316,545
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
421,054
|
|
|
$
|
12,983
|
|
|
$
|
26,781
|
|
|
$
|
381,290
|
|
Foreign exchange derivatives
|
24,701
|
|
|
—
|
|
|
8,703
|
|
|
15,998
|
|
||||
Total
|
$
|
445,755
|
|
|
$
|
12,983
|
|
|
$
|
35,484
|
|
|
$
|
397,288
|
|
|
August 31, 2017 (As Restated)
|
||||||||||||||
|
|
|
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 derivatives
|
$
|
215,349
|
|
|
$
|
—
|
|
|
$
|
34,912
|
|
|
$
|
180,437
|
|
Foreign exchange derivatives
|
8,779
|
|
|
—
|
|
|
3,636
|
|
|
5,143
|
|
||||
Embedded derivative asset
|
25,533
|
|
|
—
|
|
|
—
|
|
|
25,533
|
|
||||
Total
|
$
|
249,661
|
|
|
$
|
—
|
|
|
$
|
38,548
|
|
|
$
|
211,113
|
|
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
293,330
|
|
|
$
|
3,898
|
|
|
$
|
34,912
|
|
|
$
|
254,520
|
|
Foreign exchange derivatives
|
19,931
|
|
|
—
|
|
|
3,636
|
|
|
16,295
|
|
||||
Total
|
$
|
313,261
|
|
|
$
|
3,898
|
|
|
$
|
38,548
|
|
|
$
|
270,815
|
|
|
Location of
Gain (Loss)
|
|
2018
|
|
(As Restated)
2017
|
|
(As Restated)
2016
|
||||||
|
|
|
(Dollars in thousands)
|
||||||||||
Commodity derivatives
|
Cost of goods sold
|
|
$
|
162,321
|
|
|
$
|
168,569
|
|
|
$
|
(67,014
|
)
|
Foreign exchange derivatives
|
Cost of goods sold
|
|
(26,010
|
)
|
|
(13,140
|
)
|
|
(10,904
|
)
|
|||
Foreign exchange derivatives
|
Marketing, general and administrative
|
|
596
|
|
|
(1,604
|
)
|
|
(97
|
)
|
|||
Interest rate derivatives
|
Interest expense
|
|
(1
|
)
|
|
8
|
|
|
(6,292
|
)
|
|||
Embedded derivative
|
Other income (loss)
|
|
3,061
|
|
|
30,533
|
|
|
—
|
|
|||
Total
|
|
|
$
|
139,967
|
|
|
$
|
184,366
|
|
|
$
|
(84,307
|
)
|
|
2018
|
|
(As Restated)
2017
|
||||||||
|
Long
|
|
Short
|
|
Long
|
|
Short
|
||||
|
(Units in thousands)
|
||||||||||
Grain and oilseed - bushels
|
715,866
|
|
|
929,873
|
|
|
569,243
|
|
|
767,110
|
|
Energy products - barrels
|
17,011
|
|
|
8,329
|
|
|
15,072
|
|
|
18,252
|
|
Processed grain and oilseed - tons
|
1,064
|
|
|
2,875
|
|
|
299
|
|
|
2,347
|
|
Crop nutrients - tons
|
11
|
|
|
76
|
|
|
9
|
|
|
15
|
|
Ocean freight - metric tons
|
227
|
|
|
45
|
|
|
160
|
|
|
198
|
|
Natural gas - MMBtu
|
610
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
|
2018
|
|
2017
|
|
|
|
2018
|
|
2017
|
||||||||
Balance Sheet Location
|
|
Derivative Assets
|
|
Balance Sheet Location
|
|
Derivative Liabilities
|
||||||||||||
|
|
(Dollars in thousands)
|
|
|
|
(Dollars in thousands)
|
||||||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivative liabilities
|
|
$
|
771
|
|
|
$
|
—
|
|
Other assets
|
|
—
|
|
|
9,978
|
|
|
Other liabilities
|
|
8,681
|
|
|
707
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
9,978
|
|
|
Total
|
|
$
|
9,452
|
|
|
$
|
707
|
|
Gain (Loss) on Fair Value Hedging Relationships:
|
|
Location of
Gain (Loss)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
(Dollars in thousands)
|
||||||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
18,723
|
|
|
$
|
12,806
|
|
|
$
|
(9,842
|
)
|
Hedged item
|
|
Interest expense
|
|
(18,723
|
)
|
|
(12,806
|
)
|
|
9,842
|
|
|||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
August 31, 2018
|
|
August 31, 2017
|
||||||||||||
Balance Sheet Location
|
|
Carrying Amount of Hedged Liabilities
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities
|
|
Carrying Amount of Hedged Liabilities
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
Long-term debt
|
|
$
|
485,548
|
|
|
$
|
9,452
|
|
|
$
|
504,271
|
|
|
$
|
(9,271
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Interest rate derivatives
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
(10,070
|
)
|
|
Location of
Gain (Loss)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(Dollars in thousands)
|
||||||||||
Interest rate derivatives
|
Interest expense
|
|
$
|
(1,704
|
)
|
|
$
|
(1,742
|
)
|
|
$
|
(5,071
|
)
|
|
2018
|
||||||||||||||
|
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 derivatives
|
$
|
54,487
|
|
|
$
|
259,359
|
|
|
$
|
—
|
|
|
$
|
313,846
|
|
Foreign currency derivatives
|
—
|
|
|
15,401
|
|
|
—
|
|
|
15,401
|
|
||||
Deferred compensation assets
|
39,073
|
|
|
—
|
|
|
—
|
|
|
39,073
|
|
||||
Embedded derivative asset
|
—
|
|
|
23,595
|
|
|
—
|
|
|
23,595
|
|
||||
Other assets
|
5,334
|
|
|
—
|
|
|
—
|
|
|
5,334
|
|
||||
Total
|
$
|
98,894
|
|
|
$
|
298,355
|
|
|
$
|
—
|
|
|
$
|
397,249
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivatives
|
$
|
31,778
|
|
|
$
|
389,911
|
|
|
$
|
—
|
|
|
$
|
421,689
|
|
Foreign currency derivatives
|
—
|
|
|
24,701
|
|
|
—
|
|
|
24,701
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
9,452
|
|
|
—
|
|
|
9,452
|
|
||||
Total
|
$
|
31,778
|
|
|
$
|
424,064
|
|
|
$
|
—
|
|
|
$
|
455,842
|
|
|
2017 (As Restated)
|
||||||||||||||
|
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 derivatives
|
$
|
48,483
|
|
|
$
|
166,866
|
|
|
$
|
—
|
|
|
$
|
215,349
|
|
Foreign currency derivatives
|
—
|
|
|
8,779
|
|
|
—
|
|
|
8,779
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
9,978
|
|
|
—
|
|
|
9,978
|
|
||||
Deferred compensation assets
|
52,414
|
|
|
—
|
|
|
—
|
|
|
52,414
|
|
||||
Deferred purchase price receivable
|
—
|
|
|
—
|
|
|
548,602
|
|
|
548,602
|
|
||||
Embedded derivative
|
—
|
|
|
25,533
|
|
|
—
|
|
|
25,533
|
|
||||
Other assets
|
14,846
|
|
|
—
|
|
|
—
|
|
|
14,846
|
|
||||
Total
|
$
|
115,743
|
|
|
$
|
211,156
|
|
|
$
|
548,602
|
|
|
$
|
875,501
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivatives
|
$
|
31,190
|
|
|
$
|
262,140
|
|
|
$
|
—
|
|
|
$
|
293,330
|
|
Foreign currency derivatives
|
—
|
|
|
19,931
|
|
|
—
|
|
|
19,931
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
707
|
|
|
—
|
|
|
707
|
|
||||
Total
|
$
|
31,190
|
|
|
$
|
282,778
|
|
|
$
|
—
|
|
|
$
|
313,968
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Long-term unconditional purchase obligations
|
$
|
639,010
|
|
|
$
|
54,631
|
|
|
$
|
57,152
|
|
|
$
|
57,523
|
|
|
$
|
57,947
|
|
|
$
|
58,372
|
|
|
$
|
353,385
|
|
|
2018
|
|
2017
|
|
(As Restated)
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash paid during the period for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
148,874
|
|
|
$
|
160,040
|
|
|
$
|
147,089
|
|
Income taxes
|
13,410
|
|
|
14,571
|
|
|
5,184
|
|
|||
Other significant noncash investing and financing transactions:
|
|
|
|
|
|
|
|
|
|||
Notes receivable reacquired under Securitization Facility
|
615,089
|
|
|
—
|
|
|
—
|
|
|||
Trade receivables reacquired under Securitization Facility
|
402,421
|
|
|
—
|
|
|
—
|
|
|||
Securitized debt reacquired under Securitization Facility
|
634,000
|
|
|
—
|
|
|
—
|
|
|||
Deferred purchase price receivable extinguished under Securitization Facility
|
386,900
|
|
|
—
|
|
|
—
|
|
|||
Notes receivable sold under Securitization Facility
|
—
|
|
|
747,345
|
|
|
—
|
|
|||
Securitized debt extinguished under Securitization Facility
|
—
|
|
|
554,000
|
|
|
—
|
|
|||
Deferred purchase price receivable recognized under Securitization Facility
|
—
|
|
|
547,553
|
|
|
—
|
|
|||
Land and improvements received for notes receivable
|
—
|
|
|
138,699
|
|
|
—
|
|
|||
Capital expenditures and major repairs incurred but not yet paid
|
53,453
|
|
|
22,490
|
|
|
44,307
|
|
|||
Capital lease obligations incurred
|
396
|
|
|
6,832
|
|
|
23,921
|
|
|||
Capital equity certificates redeemed with preferred stock
|
—
|
|
|
19,985
|
|
|
76,756
|
|
|||
Capital equity certificates issued in exchange for Ag acquisitions
|
—
|
|
|
2,928
|
|
|
19,089
|
|
|||
Accrual of dividends and equities payable
|
153,941
|
|
|
12,121
|
|
|
162,439
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Sales
|
$
|
2,928,984
|
|
|
$
|
3,183,944
|
|
|
$
|
2,728,793
|
|
Purchases
|
2,505,185
|
|
|
2,610,887
|
|
|
1,707,990
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Due from related parties
|
$
|
31,063
|
|
|
$
|
33,119
|
|
Due to related parties
|
52,284
|
|
|
39,232
|
|
|
(As Restated)
|
||||||||||
|
As of
November 30, 2017
|
|
As of
February 28,
2018
|
|
As of
May 31,
2018
|
||||||
|
(Dollars in thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
249,767
|
|
|
$
|
219,273
|
|
|
$
|
533,887
|
|
Receivables
|
2,058,222
|
|
|
1,836,490
|
|
|
2,248,213
|
|
|||
Inventories
|
3,111,963
|
|
|
3,676,325
|
|
|
2,913,507
|
|
|||
Derivative assets
|
166,557
|
|
|
251,048
|
|
|
250,005
|
|
|||
Margin and related deposits
|
206,955
|
|
|
188,167
|
|
|
253,141
|
|
|||
Supplier advance payments
|
542,770
|
|
|
658,815
|
|
|
426,607
|
|
|||
Other current assets
|
270,674
|
|
|
296,982
|
|
|
190,680
|
|
|||
Total current assets
|
6,606,908
|
|
|
7,127,100
|
|
|
6,816,040
|
|
|||
Investments
|
3,777,000
|
|
|
3,752,876
|
|
|
3,787,163
|
|
|||
Property, plant and equipment
|
5,266,408
|
|
|
5,179,868
|
|
|
5,140,106
|
|
|||
Other assets
|
997,402
|
|
|
943,552
|
|
|
960,240
|
|
|||
Total assets
|
$
|
16,647,718
|
|
|
$
|
17,003,396
|
|
|
$
|
16,703,549
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|||
Notes payable
|
$
|
2,480,264
|
|
|
$
|
3,071,639
|
|
|
$
|
2,868,506
|
|
Current portion of long-term debt
|
71,022
|
|
|
46,290
|
|
|
53,056
|
|
|||
Customer margin deposits and credit balances
|
139,868
|
|
|
106,323
|
|
|
137,999
|
|
|||
Customer advance payments
|
413,519
|
|
|
756,642
|
|
|
372,590
|
|
|||
Accounts payable
|
2,444,650
|
|
|
1,853,974
|
|
|
1,898,172
|
|
|||
Derivative liabilities
|
207,426
|
|
|
361,909
|
|
|
316,831
|
|
|||
Accrued expenses
|
425,912
|
|
|
465,032
|
|
|
538,249
|
|
|||
Dividends and equities payable
|
121,209
|
|
|
128,700
|
|
|
209,718
|
|
|||
Total current liabilities
|
6,303,870
|
|
|
6,790,509
|
|
|
6,395,121
|
|
|||
Long-term debt
|
1,936,744
|
|
|
1,915,843
|
|
|
1,905,515
|
|
|||
Long-term deferred tax liabilities
|
348,902
|
|
|
165,659
|
|
|
203,208
|
|
|||
Other liabilities
|
315,254
|
|
|
265,028
|
|
|
278,869
|
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|||
Equities:
|
|
|
|
|
|
|
|
|
|||
Preferred stock
|
2,264,038
|
|
|
2,264,038
|
|
|
2,264,038
|
|
|||
Equity certificates
|
4,319,840
|
|
|
4,307,292
|
|
|
4,253,414
|
|
|||
Accumulated other comprehensive loss
|
(177,341
|
)
|
|
(167,230
|
)
|
|
(167,302
|
)
|
|||
Capital reserves
|
1,324,372
|
|
|
1,450,326
|
|
|
1,559,040
|
|
|||
Total CHS Inc. equities
|
7,730,909
|
|
|
7,854,426
|
|
|
7,909,190
|
|
|||
Noncontrolling interests
|
12,039
|
|
|
11,931
|
|
|
11,646
|
|
|||
Total equities
|
7,742,948
|
|
|
7,866,357
|
|
|
7,920,836
|
|
|||
Total liabilities and equities
|
$
|
16,647,718
|
|
|
$
|
17,003,396
|
|
|
$
|
16,703,549
|
|
|
(As Restated)
|
||||||||||
|
As of
November 30, 2016
|
|
As of
February 28,
2017
|
|
As of
May 31,
2017
|
||||||
|
(Dollars in thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
516,646
|
|
|
$
|
276,137
|
|
|
$
|
266,748
|
|
Receivables
|
3,034,083
|
|
|
2,767,150
|
|
|
2,767,967
|
|
|||
Inventories
|
3,143,551
|
|
|
3,730,682
|
|
|
2,688,949
|
|
|||
Derivative assets
|
277,498
|
|
|
233,429
|
|
|
206,187
|
|
|||
Margin and related deposits
|
312,899
|
|
|
290,291
|
|
|
251,695
|
|
|||
Supplier advance payments
|
476,907
|
|
|
701,705
|
|
|
431,433
|
|
|||
Other current assets
|
187,524
|
|
|
196,237
|
|
|
265,469
|
|
|||
Total current assets
|
7,949,108
|
|
|
8,195,631
|
|
|
6,878,448
|
|
|||
Investments
|
3,828,899
|
|
|
3,802,379
|
|
|
3,841,749
|
|
|||
Property, plant and equipment
|
5,443,079
|
|
|
5,404,347
|
|
|
5,405,651
|
|
|||
Other assets
|
1,054,454
|
|
|
1,056,873
|
|
|
955,532
|
|
|||
Total assets
|
$
|
18,275,540
|
|
|
$
|
18,459,230
|
|
|
$
|
17,081,380
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|||
Notes payable
|
$
|
3,227,564
|
|
|
$
|
3,867,438
|
|
|
$
|
3,321,808
|
|
Current portion of long-term debt
|
206,894
|
|
|
205,136
|
|
|
193,096
|
|
|||
Customer margin deposits and credit balances
|
180,850
|
|
|
149,625
|
|
|
132,479
|
|
|||
Customer advance payments
|
543,411
|
|
|
897,464
|
|
|
391,122
|
|
|||
Accounts payable
|
2,574,006
|
|
|
1,919,421
|
|
|
1,865,803
|
|
|||
Derivative liabilities
|
282,658
|
|
|
232,507
|
|
|
233,955
|
|
|||
Accrued expenses
|
397,446
|
|
|
392,058
|
|
|
436,111
|
|
|||
Dividends and equities payable
|
239,857
|
|
|
131,380
|
|
|
134,718
|
|
|||
Total current liabilities
|
7,652,686
|
|
|
7,795,029
|
|
|
6,709,092
|
|
|||
Long-term debt
|
1,958,907
|
|
|
2,051,567
|
|
|
2,046,264
|
|
|||
Long-term deferred tax liabilities
|
511,821
|
|
|
531,522
|
|
|
369,170
|
|
|||
Other liabilities
|
332,610
|
|
|
272,532
|
|
|
276,483
|
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|||
Equities:
|
|
|
|
|
|
|
|
|
|||
Preferred stock
|
2,244,132
|
|
|
2,244,114
|
|
|
2,264,063
|
|
|||
Equity certificates
|
4,194,534
|
|
|
4,201,803
|
|
|
4,214,657
|
|
|||
Accumulated other comprehensive loss
|
(224,935
|
)
|
|
(211,091
|
)
|
|
(208,568
|
)
|
|||
Capital reserves
|
1,592,434
|
|
|
1,560,498
|
|
|
1,397,834
|
|
|||
Total CHS Inc. equities
|
7,806,165
|
|
|
7,795,324
|
|
|
7,667,986
|
|
|||
Noncontrolling interests
|
13,351
|
|
|
13,256
|
|
|
12,385
|
|
|||
Total equities
|
7,819,516
|
|
|
7,808,580
|
|
|
7,680,371
|
|
|||
Total liabilities and equities
|
$
|
18,275,540
|
|
|
$
|
18,459,230
|
|
|
$
|
17,081,380
|
|
|
(As Restated)
|
|
|
||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
November 30, 2017
|
|
February 28, 2018
|
|
February 28, 2018
|
|
May 31, 2018
|
|
May 31, 2018
|
|
August 31, 2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
8,031,884
|
|
|
$
|
6,980,153
|
|
|
$
|
15,012,037
|
|
|
$
|
9,087,328
|
|
|
$
|
24,099,365
|
|
|
$
|
8,583,982
|
|
Cost of goods sold
|
7,711,057
|
|
|
6,844,849
|
|
|
14,555,906
|
|
|
8,841,361
|
|
|
23,397,267
|
|
|
8,192,620
|
|
||||||
Gross profit
|
320,827
|
|
|
135,304
|
|
|
456,131
|
|
|
245,967
|
|
|
702,098
|
|
|
391,362
|
|
||||||
Marketing, general and administrative
|
139,500
|
|
|
186,713
|
|
|
326,213
|
|
|
161,579
|
|
|
487,792
|
|
|
186,291
|
|
||||||
Reserve and impairment charges (recoveries), net
|
(3,787
|
)
|
|
(11,346
|
)
|
|
(15,133
|
)
|
|
(3,811
|
)
|
|
(18,944
|
)
|
|
(18,765
|
)
|
||||||
Operating earnings (loss)
|
185,114
|
|
|
(40,063
|
)
|
|
145,051
|
|
|
88,199
|
|
|
233,250
|
|
|
223,836
|
|
||||||
(Gain) loss on disposal of business
|
—
|
|
|
(7,705
|
)
|
|
(7,705
|
)
|
|
(124,050
|
)
|
|
(131,755
|
)
|
|
(61
|
)
|
||||||
Interest expense
|
40,702
|
|
|
40,176
|
|
|
80,878
|
|
|
49,340
|
|
|
130,218
|
|
|
18,984
|
|
||||||
Other (income) loss
|
(25,014
|
)
|
|
(11,364
|
)
|
|
(36,378
|
)
|
|
(14,622
|
)
|
|
(51,000
|
)
|
|
(27,015
|
)
|
||||||
Equity (income) loss from investments
|
(38,362
|
)
|
|
(39,441
|
)
|
|
(77,803
|
)
|
|
(59,308
|
)
|
|
(137,111
|
)
|
|
(16,404
|
)
|
||||||
Income (loss) before income taxes
|
207,788
|
|
|
(21,729
|
)
|
|
186,059
|
|
|
236,839
|
|
|
422,898
|
|
|
248,332
|
|
||||||
Income tax expense (benefit)
|
20,606
|
|
|
(187,688
|
)
|
|
(167,082
|
)
|
|
55,219
|
|
|
(111,863
|
)
|
|
7,787
|
|
||||||
Net income (loss)
|
187,182
|
|
|
165,959
|
|
|
353,141
|
|
|
181,620
|
|
|
534,761
|
|
|
240,545
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(464
|
)
|
|
(48
|
)
|
|
(512
|
)
|
|
(187
|
)
|
|
(699
|
)
|
|
98
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
187,646
|
|
|
$
|
166,007
|
|
|
$
|
353,653
|
|
|
$
|
181,807
|
|
|
$
|
535,460
|
|
|
$
|
240,447
|
|
|
(As Restated)
|
||||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
November 30, 2016
|
|
February 28, 2017
|
|
February 28, 2017
|
|
May 31, 2017
|
|
May 31, 2017
|
|
August 31, 2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
8,001,904
|
|
|
$
|
7,400,773
|
|
|
$
|
15,402,677
|
|
|
$
|
8,638,410
|
|
|
$
|
24,041,087
|
|
|
$
|
7,996,339
|
|
Cost of goods sold
|
7,655,524
|
|
|
7,165,265
|
|
|
14,820,789
|
|
|
8,417,264
|
|
|
23,238,053
|
|
|
7,904,713
|
|
||||||
Gross profit
|
346,380
|
|
|
235,508
|
|
|
581,888
|
|
|
221,146
|
|
|
803,034
|
|
|
91,626
|
|
||||||
Marketing, general and administrative
|
151,258
|
|
|
160,166
|
|
|
311,424
|
|
|
155,347
|
|
|
466,771
|
|
|
145,236
|
|
||||||
Reserve and impairment charges (recoveries), net
|
18,357
|
|
|
72,373
|
|
|
90,730
|
|
|
326,779
|
|
|
417,509
|
|
|
39,170
|
|
||||||
Operating earnings (loss)
|
176,765
|
|
|
2,969
|
|
|
179,734
|
|
|
(260,980
|
)
|
|
(81,246
|
)
|
|
(92,780
|
)
|
||||||
(Gain) loss on disposal of business
|
4,105
|
|
|
(1,395
|
)
|
|
2,710
|
|
|
(1,224
|
)
|
|
1,486
|
|
|
704
|
|
||||||
Interest expense
|
38,265
|
|
|
39,945
|
|
|
78,210
|
|
|
39,201
|
|
|
117,411
|
|
|
53,828
|
|
||||||
Other (income) loss
|
(44,509
|
)
|
|
(18,083
|
)
|
|
(62,592
|
)
|
|
(11,952
|
)
|
|
(74,544
|
)
|
|
(25,407
|
)
|
||||||
Equity (income) loss from investments
|
(40,328
|
)
|
|
(35,800
|
)
|
|
(76,128
|
)
|
|
(48,393
|
)
|
|
(124,521
|
)
|
|
(12,817
|
)
|
||||||
Income (loss) before income taxes
|
219,232
|
|
|
18,302
|
|
|
237,534
|
|
|
(238,612
|
)
|
|
(1,078
|
)
|
|
(109,088
|
)
|
||||||
Income tax expense (benefit)
|
16,076
|
|
|
3,685
|
|
|
19,761
|
|
|
(166,124
|
)
|
|
(146,363
|
)
|
|
(34,761
|
)
|
||||||
Net income (loss)
|
203,156
|
|
|
14,617
|
|
|
217,773
|
|
|
(72,488
|
)
|
|
145,285
|
|
|
(74,327
|
)
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(208
|
)
|
|
406
|
|
|
198
|
|
|
(955
|
)
|
|
(757
|
)
|
|
123
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
203,364
|
|
|
$
|
14,211
|
|
|
$
|
217,575
|
|
|
$
|
(71,533
|
)
|
|
$
|
146,042
|
|
|
$
|
(74,450
|
)
|
|
(As Restated)
|
|
|
||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
November 30, 2017
|
|
February 28, 2018
|
|
February 28, 2018
|
|
May 31, 2018
|
|
May 31, 2018
|
|
August 31, 2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Net income (loss)
|
$
|
187,182
|
|
|
$
|
165,959
|
|
|
$
|
353,141
|
|
|
$
|
181,620
|
|
|
$
|
534,761
|
|
|
$
|
240,545
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity
|
1,594
|
|
|
3,142
|
|
|
4,736
|
|
|
3,417
|
|
|
8,153
|
|
|
11,913
|
|
||||||
Unrealized net gain (loss) on available for sale investments
|
3,640
|
|
|
3,554
|
|
|
7,194
|
|
|
6,286
|
|
|
13,480
|
|
|
(16,628
|
)
|
||||||
Cash flow hedges
|
(4
|
)
|
|
1,063
|
|
|
1,059
|
|
|
413
|
|
|
1,472
|
|
|
1,068
|
|
||||||
Foreign currency translation adjustment
|
(2,211
|
)
|
|
2,352
|
|
|
141
|
|
|
(10,188
|
)
|
|
(10,047
|
)
|
|
(1,974
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
3,019
|
|
|
10,111
|
|
|
13,130
|
|
|
(72
|
)
|
|
13,058
|
|
|
(5,621
|
)
|
||||||
Comprehensive income
|
190,201
|
|
|
176,070
|
|
|
366,271
|
|
|
181,548
|
|
|
547,819
|
|
|
234,924
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(464
|
)
|
|
(48
|
)
|
|
(512
|
)
|
|
(187
|
)
|
|
(699
|
)
|
|
98
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
190,665
|
|
|
$
|
176,118
|
|
|
$
|
366,783
|
|
|
$
|
181,735
|
|
|
$
|
548,518
|
|
|
$
|
234,826
|
|
|
(As Restated)
|
||||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
November 30, 2016
|
|
February 28, 2017
|
|
February 28, 2017
|
|
May 31, 2017
|
|
May 31, 2017
|
|
August 31, 2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Net income (loss)
|
$
|
203,156
|
|
|
$
|
14,617
|
|
|
$
|
217,773
|
|
|
$
|
(72,488
|
)
|
|
$
|
145,285
|
|
|
$
|
(74,327
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity
|
3,239
|
|
|
3,724
|
|
|
6,963
|
|
|
3,636
|
|
|
10,599
|
|
|
22,103
|
|
||||||
Unrealized net gain (loss) on available for sale investments
|
777
|
|
|
968
|
|
|
1,745
|
|
|
(118
|
)
|
|
1,627
|
|
|
2,758
|
|
||||||
Cash flow hedges
|
654
|
|
|
964
|
|
|
1,618
|
|
|
375
|
|
|
1,993
|
|
|
249
|
|
||||||
Foreign currency translation adjustment
|
(18,075
|
)
|
|
8,187
|
|
|
(9,888
|
)
|
|
(1,369
|
)
|
|
(11,257
|
)
|
|
3,098
|
|
||||||
Other comprehensive income (loss), net of tax
|
(13,405
|
)
|
|
13,843
|
|
|
438
|
|
|
2,524
|
|
|
2,962
|
|
|
28,208
|
|
||||||
Comprehensive income
|
189,751
|
|
|
28,460
|
|
|
218,211
|
|
|
(69,964
|
)
|
|
148,247
|
|
|
(46,119
|
)
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(208
|
)
|
|
406
|
|
|
198
|
|
|
(955
|
)
|
|
(757
|
)
|
|
123
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
189,959
|
|
|
$
|
28,054
|
|
|
$
|
218,013
|
|
|
$
|
(69,009
|
)
|
|
$
|
149,004
|
|
|
$
|
(46,242
|
)
|
|
As of November 30, 2017
|
|
As of November 30, 2016
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
252,129
|
|
|
$
|
(2,362
|
)
|
|
$
|
249,767
|
|
|
$
|
515,484
|
|
|
$
|
1,162
|
|
|
$
|
516,646
|
|
|
b, c
|
Receivables
|
2,059,623
|
|
|
(1,401
|
)
|
|
2,058,222
|
|
|
3,052,989
|
|
|
(18,906
|
)
|
|
3,034,083
|
|
|
a, b, c
|
||||||
Inventories
|
3,046,101
|
|
|
65,862
|
|
|
3,111,963
|
|
|
3,117,935
|
|
|
25,616
|
|
|
3,143,551
|
|
|
c
|
||||||
Derivative assets
|
283,256
|
|
|
(116,699
|
)
|
|
166,557
|
|
|
419,103
|
|
|
(141,605
|
)
|
|
277,498
|
|
|
a, c
|
||||||
Margin and related deposits
|
206,955
|
|
|
—
|
|
|
206,955
|
|
|
312,899
|
|
|
—
|
|
|
312,899
|
|
|
|
||||||
Supplier advance payments
|
542,139
|
|
|
631
|
|
|
542,770
|
|
|
480,709
|
|
|
(3,802
|
)
|
|
476,907
|
|
|
b
|
||||||
Other current assets
|
289,250
|
|
|
(18,576
|
)
|
|
270,674
|
|
|
189,896
|
|
|
(2,372
|
)
|
|
187,524
|
|
|
a, c
|
||||||
Total current assets
|
6,679,453
|
|
|
(72,545
|
)
|
|
6,606,908
|
|
|
8,089,015
|
|
|
(139,907
|
)
|
|
7,949,108
|
|
|
|
||||||
Investments
|
3,777,000
|
|
|
—
|
|
|
3,777,000
|
|
|
3,828,899
|
|
|
—
|
|
|
3,828,899
|
|
|
|
||||||
Property, plant and equipment
|
5,266,408
|
|
|
—
|
|
|
5,266,408
|
|
|
5,443,079
|
|
|
—
|
|
|
5,443,079
|
|
|
|
||||||
Other assets
|
1,061,562
|
|
|
(64,160
|
)
|
|
997,402
|
|
|
1,069,468
|
|
|
(15,014
|
)
|
|
1,054,454
|
|
|
a
|
||||||
Total assets
|
$
|
16,784,423
|
|
|
$
|
(136,705
|
)
|
|
$
|
16,647,718
|
|
|
$
|
18,430,461
|
|
|
$
|
(154,921
|
)
|
|
$
|
18,275,540
|
|
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
$
|
2,480,264
|
|
|
$
|
—
|
|
|
$
|
2,480,264
|
|
|
$
|
3,227,564
|
|
|
$
|
—
|
|
|
$
|
3,227,564
|
|
|
|
Current portion of long-term debt
|
71,022
|
|
|
—
|
|
|
71,022
|
|
|
206,894
|
|
|
—
|
|
|
206,894
|
|
|
|
||||||
Customer margin deposits and credit balances
|
139,868
|
|
|
—
|
|
|
139,868
|
|
|
180,850
|
|
|
—
|
|
|
180,850
|
|
|
|
||||||
Customer advance payments
|
414,441
|
|
|
(922
|
)
|
|
413,519
|
|
|
544,266
|
|
|
(855
|
)
|
|
543,411
|
|
|
b, c
|
||||||
Accounts payable
|
2,380,998
|
|
|
63,652
|
|
|
2,444,650
|
|
|
2,568,533
|
|
|
5,473
|
|
|
2,574,006
|
|
|
a, b, c
|
||||||
Derivative liabilities
|
226,279
|
|
|
(18,853
|
)
|
|
207,426
|
|
|
317,505
|
|
|
(34,847
|
)
|
|
282,658
|
|
|
a, c
|
||||||
Accrued expenses
|
409,522
|
|
|
16,390
|
|
|
425,912
|
|
|
389,321
|
|
|
8,125
|
|
|
397,446
|
|
|
a, c
|
||||||
Dividends and equities payable
|
121,209
|
|
|
—
|
|
|
121,209
|
|
|
275,448
|
|
|
(35,591
|
)
|
|
239,857
|
|
|
b, c
|
||||||
Total current liabilities
|
6,243,603
|
|
|
60,267
|
|
|
6,303,870
|
|
|
7,710,381
|
|
|
(57,695
|
)
|
|
7,652,686
|
|
|
|
||||||
Long-term debt
|
1,936,744
|
|
|
—
|
|
|
1,936,744
|
|
|
1,958,907
|
|
|
—
|
|
|
1,958,907
|
|
|
|
||||||
Long-term deferred tax liabilities
|
350,841
|
|
|
(1,939
|
)
|
|
348,902
|
|
|
497,283
|
|
|
14,538
|
|
|
511,821
|
|
|
a, c
|
||||||
Other liabilities
|
315,460
|
|
|
(206
|
)
|
|
315,254
|
|
|
332,610
|
|
|
—
|
|
|
332,610
|
|
|
|
||||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock
|
2,264,038
|
|
|
—
|
|
|
2,264,038
|
|
|
2,244,132
|
|
|
—
|
|
|
2,244,132
|
|
|
|
||||||
Equity certificates
|
4,319,840
|
|
|
—
|
|
|
4,319,840
|
|
|
4,208,336
|
|
|
(13,802
|
)
|
|
4,194,534
|
|
|
b
|
||||||
Accumulated other comprehensive loss
|
(178,445
|
)
|
|
1,104
|
|
|
(177,341
|
)
|
|
(226,220
|
)
|
|
1,285
|
|
|
(224,935
|
)
|
|
a
|
||||||
Capital reserves
|
1,520,218
|
|
|
(195,846
|
)
|
|
1,324,372
|
|
|
1,691,603
|
|
|
(99,169
|
)
|
|
1,592,434
|
|
|
a, b, c
|
||||||
Total CHS Inc. equities
|
7,925,651
|
|
|
(194,742
|
)
|
|
7,730,909
|
|
|
7,917,851
|
|
|
(111,686
|
)
|
|
7,806,165
|
|
|
|
||||||
Noncontrolling interests
|
12,124
|
|
|
(85
|
)
|
|
12,039
|
|
|
13,429
|
|
|
(78
|
)
|
|
13,351
|
|
|
a
|
||||||
Total equities
|
7,937,775
|
|
|
(194,827
|
)
|
|
7,742,948
|
|
|
7,931,280
|
|
|
(111,764
|
)
|
|
7,819,516
|
|
|
|
||||||
Total liabilities and equities
|
$
|
16,784,423
|
|
|
$
|
(136,705
|
)
|
|
$
|
16,647,718
|
|
|
$
|
18,430,461
|
|
|
$
|
(154,921
|
)
|
|
$
|
18,275,540
|
|
|
|
|
As of February 28, 2018
|
|
As of February 28, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
190,426
|
|
|
$
|
28,847
|
|
|
$
|
219,273
|
|
|
$
|
249,801
|
|
|
$
|
26,336
|
|
|
$
|
276,137
|
|
|
b, c
|
Receivables
|
1,765,640
|
|
|
70,850
|
|
|
1,836,490
|
|
|
2,697,699
|
|
|
69,451
|
|
|
2,767,150
|
|
|
a, b, c
|
||||||
Inventories
|
3,650,158
|
|
|
26,167
|
|
|
3,676,325
|
|
|
3,752,218
|
|
|
(21,536
|
)
|
|
3,730,682
|
|
|
c
|
||||||
Derivative assets
|
429,625
|
|
|
(178,577
|
)
|
|
251,048
|
|
|
386,613
|
|
|
(153,184
|
)
|
|
233,429
|
|
|
a, c
|
||||||
Margin and related deposits
|
188,167
|
|
|
—
|
|
|
188,167
|
|
|
290,291
|
|
|
—
|
|
|
290,291
|
|
|
|
||||||
Supplier advance payments
|
658,815
|
|
|
—
|
|
|
658,815
|
|
|
701,705
|
|
|
—
|
|
|
701,705
|
|
|
b
|
||||||
Other current assets
|
310,674
|
|
|
(13,692
|
)
|
|
296,982
|
|
|
200,288
|
|
|
(4,051
|
)
|
|
196,237
|
|
|
a, c
|
||||||
Total current assets
|
7,193,505
|
|
|
(66,405
|
)
|
|
7,127,100
|
|
|
8,278,615
|
|
|
(82,984
|
)
|
|
8,195,631
|
|
|
|
||||||
Investments
|
3,752,876
|
|
|
—
|
|
|
3,752,876
|
|
|
3,802,379
|
|
|
—
|
|
|
3,802,379
|
|
|
|
||||||
Property, plant and equipment
|
5,179,868
|
|
|
—
|
|
|
5,179,868
|
|
|
5,404,347
|
|
|
—
|
|
|
5,404,347
|
|
|
|
||||||
Other assets
|
958,613
|
|
|
(15,061
|
)
|
|
943,552
|
|
|
1,072,824
|
|
|
(15,951
|
)
|
|
1,056,873
|
|
|
a
|
||||||
Total assets
|
$
|
17,084,862
|
|
|
$
|
(81,466
|
)
|
|
$
|
17,003,396
|
|
|
$
|
18,558,165
|
|
|
$
|
(98,935
|
)
|
|
$
|
18,459,230
|
|
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
$
|
2,993,456
|
|
|
$
|
78,183
|
|
|
$
|
3,071,639
|
|
|
$
|
3,867,438
|
|
|
$
|
—
|
|
|
$
|
3,867,438
|
|
|
c
|
Current portion of long-term debt
|
46,290
|
|
|
—
|
|
|
46,290
|
|
|
205,136
|
|
|
—
|
|
|
205,136
|
|
|
|
||||||
Customer margin deposits and credit balances
|
106,323
|
|
|
—
|
|
|
106,323
|
|
|
149,625
|
|
|
—
|
|
|
149,625
|
|
|
|
||||||
Customer advance payments
|
727,535
|
|
|
29,107
|
|
|
756,642
|
|
|
871,370
|
|
|
26,094
|
|
|
897,464
|
|
|
b, c
|
||||||
Accounts payable
|
1,835,289
|
|
|
18,685
|
|
|
1,853,974
|
|
|
1,877,040
|
|
|
42,381
|
|
|
1,919,421
|
|
|
a, b, c
|
||||||
Derivative liabilities
|
372,406
|
|
|
(10,497
|
)
|
|
361,909
|
|
|
275,484
|
|
|
(42,977
|
)
|
|
232,507
|
|
|
a, c
|
||||||
Accrued expenses
|
459,867
|
|
|
5,165
|
|
|
465,032
|
|
|
378,318
|
|
|
13,740
|
|
|
392,058
|
|
|
a, c
|
||||||
Dividends and equities payable
|
128,700
|
|
|
—
|
|
|
128,700
|
|
|
131,380
|
|
|
—
|
|
|
131,380
|
|
|
|
||||||
Total current liabilities
|
6,669,866
|
|
|
120,643
|
|
|
6,790,509
|
|
|
7,755,791
|
|
|
39,238
|
|
|
7,795,029
|
|
|
|
||||||
Long-term debt
|
1,915,843
|
|
|
—
|
|
|
1,915,843
|
|
|
2,051,567
|
|
|
—
|
|
|
2,051,567
|
|
|
|
||||||
Long-term deferred tax liabilities
|
171,844
|
|
|
(6,185
|
)
|
|
165,659
|
|
|
516,681
|
|
|
14,841
|
|
|
531,522
|
|
|
c
|
||||||
Other liabilities
|
265,349
|
|
|
(321
|
)
|
|
265,028
|
|
|
272,532
|
|
|
—
|
|
|
272,532
|
|
|
c
|
||||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Preferred stock
|
2,264,038
|
|
|
—
|
|
|
2,264,038
|
|
|
2,244,114
|
|
|
—
|
|
|
2,244,114
|
|
|
b
|
||||||
Equity certificates
|
4,307,292
|
|
|
—
|
|
|
4,307,292
|
|
|
4,201,803
|
|
|
—
|
|
|
4,201,803
|
|
|
a
|
||||||
Accumulated other comprehensive loss
|
(168,225
|
)
|
|
995
|
|
|
(167,230
|
)
|
|
(211,442
|
)
|
|
351
|
|
|
(211,091
|
)
|
|
a
|
||||||
Capital reserves
|
1,646,837
|
|
|
(196,511
|
)
|
|
1,450,326
|
|
|
1,713,784
|
|
|
(153,286
|
)
|
|
1,560,498
|
|
|
a, c
|
||||||
Total CHS Inc. equities
|
8,049,942
|
|
|
(195,516
|
)
|
|
7,854,426
|
|
|
7,948,259
|
|
|
(152,935
|
)
|
|
7,795,324
|
|
|
a
|
||||||
Noncontrolling interests
|
12,018
|
|
|
(87
|
)
|
|
11,931
|
|
|
13,335
|
|
|
(79
|
)
|
|
13,256
|
|
|
|
||||||
Total equities
|
8,061,960
|
|
|
(195,603
|
)
|
|
7,866,357
|
|
|
7,961,594
|
|
|
(153,014
|
)
|
|
7,808,580
|
|
|
|
||||||
Total liabilities and equities
|
$
|
17,084,862
|
|
|
$
|
(81,466
|
)
|
|
$
|
17,003,396
|
|
|
$
|
18,558,165
|
|
|
$
|
(98,935
|
)
|
|
$
|
18,459,230
|
|
|
|
|
As of May 31, 2018
|
|
As of May 31, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
533,887
|
|
|
$
|
—
|
|
|
$
|
533,887
|
|
|
$
|
267,229
|
|
|
$
|
(481
|
)
|
|
$
|
266,748
|
|
|
b, c
|
Receivables
|
2,198,211
|
|
|
50,002
|
|
|
2,248,213
|
|
|
2,722,325
|
|
|
45,642
|
|
|
2,767,967
|
|
|
a, b, c
|
||||||
Inventories
|
2,940,907
|
|
|
(27,400
|
)
|
|
2,913,507
|
|
|
2,684,087
|
|
|
4,862
|
|
|
2,688,949
|
|
|
c
|
||||||
Derivative assets
|
483,794
|
|
|
(233,789
|
)
|
|
250,005
|
|
|
388,188
|
|
|
(182,001
|
)
|
|
206,187
|
|
|
a, c
|
||||||
Margin and related deposits
|
253,141
|
|
|
—
|
|
|
253,141
|
|
|
251,695
|
|
|
—
|
|
|
251,695
|
|
|
|
||||||
Supplier advance payments
|
426,607
|
|
|
—
|
|
|
426,607
|
|
|
431,433
|
|
|
—
|
|
|
431,433
|
|
|
b
|
||||||
Other current assets
|
198,078
|
|
|
(7,398
|
)
|
|
190,680
|
|
|
255,236
|
|
|
10,233
|
|
|
265,469
|
|
|
a, c
|
||||||
Total current assets
|
7,034,625
|
|
|
(218,585
|
)
|
|
6,816,040
|
|
|
7,000,193
|
|
|
(121,745
|
)
|
|
6,878,448
|
|
|
|
||||||
Investments
|
3,787,163
|
|
|
—
|
|
|
3,787,163
|
|
|
3,841,749
|
|
|
—
|
|
|
3,841,749
|
|
|
|
||||||
Property, plant and equipment
|
5,140,106
|
|
|
—
|
|
|
5,140,106
|
|
|
5,409,151
|
|
|
(3,500
|
)
|
|
5,405,651
|
|
|
|
||||||
Other assets
|
973,885
|
|
|
(13,645
|
)
|
|
960,240
|
|
|
970,704
|
|
|
(15,172
|
)
|
|
955,532
|
|
|
a
|
||||||
Total assets
|
$
|
16,935,779
|
|
|
$
|
(232,230
|
)
|
|
$
|
16,703,549
|
|
|
$
|
17,221,797
|
|
|
$
|
(140,417
|
)
|
|
$
|
17,081,380
|
|
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
$
|
2,819,086
|
|
|
$
|
49,420
|
|
|
$
|
2,868,506
|
|
|
$
|
3,321,808
|
|
|
$
|
—
|
|
|
$
|
3,321,808
|
|
|
|
Current portion of long-term debt
|
53,056
|
|
|
—
|
|
|
53,056
|
|
|
193,096
|
|
|
—
|
|
|
193,096
|
|
|
|
||||||
Customer margin deposits and credit balances
|
137,999
|
|
|
—
|
|
|
137,999
|
|
|
132,479
|
|
|
—
|
|
|
132,479
|
|
|
|
||||||
Customer advance payments
|
372,616
|
|
|
(26
|
)
|
|
372,590
|
|
|
390,576
|
|
|
546
|
|
|
391,122
|
|
|
b, c
|
||||||
Accounts payable
|
1,904,819
|
|
|
(6,647
|
)
|
|
1,898,172
|
|
|
1,809,868
|
|
|
55,935
|
|
|
1,865,803
|
|
|
a, b, c
|
||||||
Derivative liabilities
|
344,973
|
|
|
(28,142
|
)
|
|
316,831
|
|
|
284,212
|
|
|
(50,257
|
)
|
|
233,955
|
|
|
a, c
|
||||||
Accrued expenses
|
538,249
|
|
|
—
|
|
|
538,249
|
|
|
422,371
|
|
|
13,740
|
|
|
436,111
|
|
|
a, c
|
||||||
Dividends and equities payable
|
209,718
|
|
|
—
|
|
|
209,718
|
|
|
134,718
|
|
|
—
|
|
|
134,718
|
|
|
|
||||||
Total current liabilities
|
6,380,516
|
|
|
14,605
|
|
|
6,395,121
|
|
|
6,689,128
|
|
|
19,964
|
|
|
6,709,092
|
|
|
|
||||||
Long-term debt
|
1,905,515
|
|
|
—
|
|
|
1,905,515
|
|
|
2,046,264
|
|
|
—
|
|
|
2,046,264
|
|
|
|
||||||
Long-term deferred tax liabilities
|
207,912
|
|
|
(4,704
|
)
|
|
203,208
|
|
|
350,966
|
|
|
18,204
|
|
|
369,170
|
|
|
|
||||||
Other liabilities
|
279,303
|
|
|
(434
|
)
|
|
278,869
|
|
|
276,483
|
|
|
—
|
|
|
276,483
|
|
|
|
||||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock
|
2,264,038
|
|
|
—
|
|
|
2,264,038
|
|
|
2,264,063
|
|
|
—
|
|
|
2,264,063
|
|
|
b
|
||||||
Equity certificates
|
4,253,414
|
|
|
—
|
|
|
4,253,414
|
|
|
4,214,657
|
|
|
—
|
|
|
4,214,657
|
|
|
a
|
||||||
Accumulated other comprehensive loss
|
(169,726
|
)
|
|
2,424
|
|
|
(167,302
|
)
|
|
(209,700
|
)
|
|
1,132
|
|
|
(208,568
|
)
|
|
a, b, c
|
||||||
Capital reserves
|
1,803,078
|
|
|
(244,038
|
)
|
|
1,559,040
|
|
|
1,577,469
|
|
|
(179,635
|
)
|
|
1,397,834
|
|
|
|
||||||
Total CHS Inc. equities
|
8,150,804
|
|
|
(241,614
|
)
|
|
7,909,190
|
|
|
7,846,489
|
|
|
(178,503
|
)
|
|
7,667,986
|
|
|
a
|
||||||
Noncontrolling interests
|
11,729
|
|
|
(83
|
)
|
|
11,646
|
|
|
12,467
|
|
|
(82
|
)
|
|
12,385
|
|
|
|
||||||
Total equities
|
8,162,533
|
|
|
(241,697
|
)
|
|
7,920,836
|
|
|
7,858,956
|
|
|
(178,585
|
)
|
|
7,680,371
|
|
|
|
||||||
Total liabilities and equities
|
$
|
16,935,779
|
|
|
$
|
(232,230
|
)
|
|
$
|
16,703,549
|
|
|
$
|
17,221,797
|
|
|
$
|
(140,417
|
)
|
|
$
|
17,081,380
|
|
|
|
|
For the Three Months Ended November 30, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Revenues
|
$
|
8,048,889
|
|
|
$
|
(17,005
|
)
|
|
$
|
8,031,884
|
|
|
a, b, c
|
Cost of goods sold
|
7,735,627
|
|
|
(24,570
|
)
|
|
7,711,057
|
|
|
a, b, c
|
|||
Gross profit
|
313,262
|
|
|
7,565
|
|
|
320,827
|
|
|
|
|||
Marketing, general and administrative
|
140,168
|
|
|
(668
|
)
|
|
139,500
|
|
|
c
|
|||
Reserve and impairment charges (recoveries), net
|
(3,787
|
)
|
|
—
|
|
|
(3,787
|
)
|
|
|
|||
Operating earnings (loss)
|
176,881
|
|
|
8,233
|
|
|
185,114
|
|
|
|
|||
Interest expense
|
40,702
|
|
|
—
|
|
|
40,702
|
|
|
|
|||
Other (income) loss
|
(25,014
|
)
|
|
—
|
|
|
(25,014
|
)
|
|
|
|||
Equity (income) loss from investments
|
(38,362
|
)
|
|
—
|
|
|
(38,362
|
)
|
|
|
|||
Income (loss) before income taxes
|
199,555
|
|
|
8,233
|
|
|
207,788
|
|
|
|
|||
Income tax expense (benefit)
|
19,936
|
|
|
670
|
|
|
20,606
|
|
|
a
|
|||
Net income (loss)
|
179,619
|
|
|
7,563
|
|
|
187,182
|
|
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(464
|
)
|
|
—
|
|
|
(464
|
)
|
|
|
|||
Net income (loss) attributable to CHS Inc.
|
$
|
180,083
|
|
|
$
|
7,563
|
|
|
$
|
187,646
|
|
|
|
|
For the Three Months Ended February 28, 2018
|
|
For the Six Months Ended February 28, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
6,851,093
|
|
|
$
|
129,060
|
|
|
$
|
6,980,153
|
|
|
$
|
14,899,982
|
|
|
$
|
112,055
|
|
|
$
|
15,012,037
|
|
|
a, b, c
|
Cost of goods sold
|
6,708,610
|
|
|
136,239
|
|
|
6,844,849
|
|
|
14,444,237
|
|
|
111,669
|
|
|
14,555,906
|
|
|
a, b, c
|
||||||
Gross profit
|
142,483
|
|
|
(7,179
|
)
|
|
135,304
|
|
|
455,745
|
|
|
386
|
|
|
456,131
|
|
|
|
||||||
Marketing, general and administrative
|
186,716
|
|
|
(3
|
)
|
|
186,713
|
|
|
326,881
|
|
|
(668
|
)
|
|
326,213
|
|
|
c
|
||||||
Reserve and impairment charges (recoveries), net
|
(11,349
|
)
|
|
3
|
|
|
(11,346
|
)
|
|
(15,133
|
)
|
|
—
|
|
|
(15,133
|
)
|
|
c
|
||||||
Operating earnings (loss)
|
(32,884
|
)
|
|
(7,179
|
)
|
|
(40,063
|
)
|
|
143,997
|
|
|
1,054
|
|
|
145,051
|
|
|
|
||||||
(Gain) loss on disposal of business
|
(7,705
|
)
|
|
—
|
|
|
(7,705
|
)
|
|
(7,705
|
)
|
|
—
|
|
|
(7,705
|
)
|
|
|
||||||
Interest expense
|
40,176
|
|
|
—
|
|
|
40,176
|
|
|
80,878
|
|
|
—
|
|
|
80,878
|
|
|
|
||||||
Other (income) loss
|
(11,364
|
)
|
|
—
|
|
|
(11,364
|
)
|
|
(36,378
|
)
|
|
—
|
|
|
(36,378
|
)
|
|
|
||||||
Equity (income) loss from investments
|
(39,441
|
)
|
|
—
|
|
|
(39,441
|
)
|
|
(77,803
|
)
|
|
—
|
|
|
(77,803
|
)
|
|
|
||||||
Income (loss) before income taxes
|
(14,550
|
)
|
|
(7,179
|
)
|
|
(21,729
|
)
|
|
185,005
|
|
|
1,054
|
|
|
186,059
|
|
|
|
||||||
Income tax expense (benefit)
|
(181,176
|
)
|
|
(6,512
|
)
|
|
(187,688
|
)
|
|
(161,240
|
)
|
|
(5,842
|
)
|
|
(167,082
|
)
|
|
a, c
|
||||||
Net income (loss)
|
166,626
|
|
|
(667
|
)
|
|
165,959
|
|
|
346,245
|
|
|
6,896
|
|
|
353,141
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|
(512
|
)
|
|
—
|
|
|
(512
|
)
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
166,674
|
|
|
$
|
(667
|
)
|
|
$
|
166,007
|
|
|
$
|
346,757
|
|
|
$
|
6,896
|
|
|
$
|
353,653
|
|
|
|
|
For the Three Months Ended May 31, 2018
|
|
For the Nine Months Ended May 31, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
9,027,525
|
|
|
$
|
59,803
|
|
|
$
|
9,087,328
|
|
|
$
|
23,927,508
|
|
|
$
|
171,857
|
|
|
$
|
24,099,365
|
|
|
a, b, c
|
Cost of goods sold
|
8,728,914
|
|
|
112,447
|
|
|
8,841,361
|
|
|
23,173,151
|
|
|
224,116
|
|
|
23,397,267
|
|
|
a, b, c
|
||||||
Gross profit
|
298,611
|
|
|
(52,644
|
)
|
|
245,967
|
|
|
754,357
|
|
|
(52,259
|
)
|
|
702,098
|
|
|
|
||||||
Marketing, general and administrative
|
161,578
|
|
|
1
|
|
|
161,579
|
|
|
488,459
|
|
|
(667
|
)
|
|
487,792
|
|
|
c
|
||||||
Reserve and impairment charges (recoveries), net
|
(3,811
|
)
|
|
—
|
|
|
(3,811
|
)
|
|
(18,944
|
)
|
|
—
|
|
|
(18,944
|
)
|
|
|
||||||
Operating earnings (loss)
|
140,844
|
|
|
(52,645
|
)
|
|
88,199
|
|
|
284,842
|
|
|
(51,592
|
)
|
|
233,250
|
|
|
|
||||||
(Gain) loss on disposal of business
|
(124,050
|
)
|
|
—
|
|
|
(124,050
|
)
|
|
(131,755
|
)
|
|
—
|
|
|
(131,755
|
)
|
|
|
||||||
Interest expense
|
49,340
|
|
|
—
|
|
|
49,340
|
|
|
130,218
|
|
|
—
|
|
|
130,218
|
|
|
|
||||||
Other (income) loss
|
(14,622
|
)
|
|
—
|
|
|
(14,622
|
)
|
|
(51,000
|
)
|
|
—
|
|
|
(51,000
|
)
|
|
|
||||||
Equity (income) loss from investments
|
(59,308
|
)
|
|
—
|
|
|
(59,308
|
)
|
|
(137,111
|
)
|
|
—
|
|
|
(137,111
|
)
|
|
|
||||||
Income (loss) before income taxes
|
289,484
|
|
|
(52,645
|
)
|
|
236,839
|
|
|
474,490
|
|
|
(51,592
|
)
|
|
422,898
|
|
|
|
||||||
Income tax expense (benefit)
|
60,338
|
|
|
(5,119
|
)
|
|
55,219
|
|
|
(100,901
|
)
|
|
(10,962
|
)
|
|
(111,863
|
)
|
|
a, c
|
||||||
Net income (loss)
|
229,146
|
|
|
(47,526
|
)
|
|
181,620
|
|
|
575,391
|
|
|
(40,630
|
)
|
|
534,761
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(187
|
)
|
|
—
|
|
|
(187
|
)
|
|
(699
|
)
|
|
—
|
|
|
(699
|
)
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
229,333
|
|
|
$
|
(47,526
|
)
|
|
$
|
181,807
|
|
|
$
|
576,090
|
|
|
$
|
(40,630
|
)
|
|
$
|
535,460
|
|
|
|
|
For the Three Months Ended November 30, 2016
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Revenues
|
$
|
8,048,250
|
|
|
$
|
(46,346
|
)
|
|
$
|
8,001,904
|
|
|
a, b, c
|
Cost of goods sold
|
7,695,553
|
|
|
(40,029
|
)
|
|
7,655,524
|
|
|
a, b, c
|
|||
Gross profit
|
352,697
|
|
|
(6,317
|
)
|
|
346,380
|
|
|
|
|||
Marketing, general and administrative
|
147,849
|
|
|
3,409
|
|
|
151,258
|
|
|
c
|
|||
Reserve and impairment charges (recoveries), net
|
18,357
|
|
|
—
|
|
|
18,357
|
|
|
|
|||
Operating earnings (loss)
|
186,491
|
|
|
(9,726
|
)
|
|
176,765
|
|
|
|
|||
(Gain) loss on disposal of business
|
—
|
|
|
4,105
|
|
|
4,105
|
|
|
c
|
|||
Interest expense
|
38,265
|
|
|
—
|
|
|
38,265
|
|
|
|
|||
Other (income) loss
|
(37,000
|
)
|
|
(7,509
|
)
|
|
(44,509
|
)
|
|
c
|
|||
Equity (income) loss from investments
|
(40,328
|
)
|
|
—
|
|
|
(40,328
|
)
|
|
|
|||
Income (loss) before income taxes
|
225,554
|
|
|
(6,322
|
)
|
|
219,232
|
|
|
|
|||
Income tax expense (benefit)
|
16,612
|
|
|
(536
|
)
|
|
16,076
|
|
|
a
|
|||
Net income (loss)
|
208,942
|
|
|
(5,786
|
)
|
|
203,156
|
|
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(208
|
)
|
|
—
|
|
|
(208
|
)
|
|
|
|||
Net income (loss) attributable to CHS Inc.
|
$
|
209,150
|
|
|
$
|
(5,786
|
)
|
|
$
|
203,364
|
|
|
|
|
For the Three Months Ended February 28, 2017
|
|
For the Six Months Ended February 28, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
7,320,406
|
|
|
$
|
80,367
|
|
|
$
|
7,400,773
|
|
|
$
|
15,368,656
|
|
|
$
|
34,021
|
|
|
$
|
15,402,677
|
|
|
a, b, c
|
Cost of goods sold
|
7,079,664
|
|
|
85,601
|
|
|
7,165,265
|
|
|
14,775,217
|
|
|
45,572
|
|
|
14,820,789
|
|
|
a, b, c
|
||||||
Gross profit
|
240,742
|
|
|
(5,234
|
)
|
|
235,508
|
|
|
593,439
|
|
|
(11,551
|
)
|
|
581,888
|
|
|
|
||||||
Marketing, general and administrative
|
157,862
|
|
|
2,304
|
|
|
160,166
|
|
|
305,711
|
|
|
5,713
|
|
|
311,424
|
|
|
c
|
||||||
Reserve and impairment charges (recoveries), net
|
72,373
|
|
|
—
|
|
|
72,373
|
|
|
90,730
|
|
|
—
|
|
|
90,730
|
|
|
|
||||||
Operating earnings (loss)
|
10,507
|
|
|
(7,538
|
)
|
|
2,969
|
|
|
196,998
|
|
|
(17,264
|
)
|
|
179,734
|
|
|
|
||||||
(Gain) loss on disposal of business
|
—
|
|
|
(1,395
|
)
|
|
(1,395
|
)
|
|
—
|
|
|
2,710
|
|
|
2,710
|
|
|
c
|
||||||
Interest expense
|
39,945
|
|
|
—
|
|
|
39,945
|
|
|
78,210
|
|
|
—
|
|
|
78,210
|
|
|
|
||||||
Other (income) loss
|
(17,235
|
)
|
|
(848
|
)
|
|
(18,083
|
)
|
|
(54,235
|
)
|
|
(8,357
|
)
|
|
(62,592
|
)
|
|
c
|
||||||
Equity (income) loss from investments
|
(35,800
|
)
|
|
—
|
|
|
(35,800
|
)
|
|
(76,128
|
)
|
|
—
|
|
|
(76,128
|
)
|
|
|
||||||
Income (loss) before income taxes
|
23,597
|
|
|
(5,295
|
)
|
|
18,302
|
|
|
249,151
|
|
|
(11,617
|
)
|
|
237,534
|
|
|
|
||||||
Income tax expense (benefit)
|
8,624
|
|
|
(4,939
|
)
|
|
3,685
|
|
|
25,236
|
|
|
(5,475
|
)
|
|
19,761
|
|
|
a, c
|
||||||
Net income (loss)
|
14,973
|
|
|
(356
|
)
|
|
14,617
|
|
|
223,915
|
|
|
(6,142
|
)
|
|
217,773
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
406
|
|
|
—
|
|
|
406
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
14,567
|
|
|
$
|
(356
|
)
|
|
$
|
14,211
|
|
|
$
|
223,717
|
|
|
$
|
(6,142
|
)
|
|
$
|
217,575
|
|
|
|
|
For the Three Months Ended May 31, 2017
|
|
For the Nine Months Ended May 31, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
8,614,090
|
|
|
$
|
24,320
|
|
|
$
|
8,638,410
|
|
|
$
|
23,982,746
|
|
|
$
|
58,341
|
|
|
$
|
24,041,087
|
|
|
a, b, c
|
Cost of goods sold
|
8,366,988
|
|
|
50,276
|
|
|
8,417,264
|
|
|
23,142,205
|
|
|
95,848
|
|
|
23,238,053
|
|
|
a, b, c
|
||||||
Gross profit
|
247,102
|
|
|
(25,956
|
)
|
|
221,146
|
|
|
840,541
|
|
|
(37,507
|
)
|
|
803,034
|
|
|
|
||||||
Marketing, general and administrative
|
153,498
|
|
|
1,849
|
|
|
155,347
|
|
|
459,831
|
|
|
6,940
|
|
|
466,771
|
|
|
c
|
||||||
Reserve and impairment charges (recoveries), net
|
323,901
|
|
|
2,878
|
|
|
326,779
|
|
|
414,009
|
|
|
3,500
|
|
|
417,509
|
|
|
c
|
||||||
Operating earnings (loss)
|
(230,297
|
)
|
|
(30,683
|
)
|
|
(260,980
|
)
|
|
(33,299
|
)
|
|
(47,947
|
)
|
|
(81,246
|
)
|
|
|
||||||
(Gain) loss on disposal of business
|
—
|
|
|
(1,224
|
)
|
|
(1,224
|
)
|
|
—
|
|
|
1,486
|
|
|
1,486
|
|
|
c
|
||||||
Interest expense
|
39,201
|
|
|
—
|
|
|
39,201
|
|
|
117,411
|
|
|
—
|
|
|
117,411
|
|
|
|
||||||
Other (income) loss
|
(11,947
|
)
|
|
(5
|
)
|
|
(11,952
|
)
|
|
(66,183
|
)
|
|
(8,361
|
)
|
|
(74,544
|
)
|
|
c
|
||||||
Equity (income) loss from investments
|
(48,393
|
)
|
|
—
|
|
|
(48,393
|
)
|
|
(124,521
|
)
|
|
—
|
|
|
(124,521
|
)
|
|
|
||||||
Income (loss) before income taxes
|
(209,158
|
)
|
|
(29,454
|
)
|
|
(238,612
|
)
|
|
39,994
|
|
|
(41,072
|
)
|
|
(1,078
|
)
|
|
|
||||||
Income tax expense (benefit)
|
(163,018
|
)
|
|
(3,106
|
)
|
|
(166,124
|
)
|
|
(137,781
|
)
|
|
(8,582
|
)
|
|
(146,363
|
)
|
|
a, c
|
||||||
Net income (loss)
|
(46,140
|
)
|
|
(26,348
|
)
|
|
(72,488
|
)
|
|
177,775
|
|
|
(32,490
|
)
|
|
145,285
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interests
|
(955
|
)
|
|
—
|
|
|
(955
|
)
|
|
(757
|
)
|
|
—
|
|
|
(757
|
)
|
|
|
||||||
Net income (loss) attributable to CHS Inc.
|
$
|
(45,185
|
)
|
|
$
|
(26,348
|
)
|
|
$
|
(71,533
|
)
|
|
$
|
178,532
|
|
|
$
|
(32,490
|
)
|
|
$
|
146,042
|
|
|
|
|
For the Three Months Ended August 31, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Revenues
|
$
|
7,952,005
|
|
|
$
|
44,334
|
|
|
$
|
7,996,339
|
|
|
a, b, c
|
Cost of goods sold
|
7,843,305
|
|
|
61,408
|
|
|
7,904,713
|
|
|
a, b, c
|
|||
Gross profit
|
108,700
|
|
|
(17,074
|
)
|
|
91,626
|
|
|
|
|||
Marketing, general and administrative
|
144,528
|
|
|
708
|
|
|
145,236
|
|
|
c
|
|||
Reserve and impairment charges (recoveries), net
|
42,670
|
|
|
(3,500
|
)
|
|
39,170
|
|
|
c
|
|||
Operating earnings (loss)
|
(78,498
|
)
|
|
(14,282
|
)
|
|
(92,780
|
)
|
|
|
|||
(Gain) loss on disposal of business
|
—
|
|
|
704
|
|
|
704
|
|
|
c
|
|||
Interest expense
|
53,828
|
|
|
—
|
|
|
53,828
|
|
|
|
|||
Other (income) loss
|
(24,664
|
)
|
|
(743
|
)
|
|
(25,407
|
)
|
|
c
|
|||
Equity (income) loss from investments
|
(12,817
|
)
|
|
—
|
|
|
(12,817
|
)
|
|
|
|||
Income (loss) before income taxes
|
(94,845
|
)
|
|
(14,243
|
)
|
|
(109,088
|
)
|
|
|
|||
Income tax expense (benefit)
|
(44,293
|
)
|
|
9,532
|
|
|
(34,761
|
)
|
|
a, c
|
|||
Net income (loss)
|
(50,552
|
)
|
|
(23,775
|
)
|
|
(74,327
|
)
|
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
123
|
|
|
—
|
|
|
123
|
|
|
|
|||
Net income (loss) attributable to CHS Inc.
|
$
|
(50,675
|
)
|
|
$
|
(23,775
|
)
|
|
$
|
(74,450
|
)
|
|
|
|
For the Three Months Ended November 30, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Net income (loss)
|
$
|
179,619
|
|
|
$
|
7,563
|
|
|
$
|
187,182
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Postretirement benefit plan activity, net of tax expense (benefit) of $2,620
|
4,196
|
|
|
(2,602
|
)
|
|
1,594
|
|
|
c
|
|||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $404
|
3,640
|
|
|
—
|
|
|
3,640
|
|
|
|
|||
Cash flow hedges net of tax expense (benefit) of $(2)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
|
|||
Foreign currency translation adjustment net of tax expense (benefit) of $(443)
|
(2,607
|
)
|
|
396
|
|
|
(2,211
|
)
|
|
a
|
|||
Other comprehensive income (loss), net of tax
|
5,225
|
|
|
(2,206
|
)
|
|
3,019
|
|
|
|
|||
Comprehensive income
|
184,844
|
|
|
5,357
|
|
|
190,201
|
|
|
|
|||
Less comprehensive income attributable to noncontrolling interests
|
(464
|
)
|
|
—
|
|
|
(464
|
)
|
|
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
185,308
|
|
|
$
|
5,357
|
|
|
$
|
190,665
|
|
|
|
|
For the Three Months Ended
February 28, 2018
|
|
For the Six Months Ended
February 28, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
166,626
|
|
|
$
|
(667
|
)
|
|
$
|
165,959
|
|
|
$
|
346,245
|
|
|
$
|
6,896
|
|
|
$
|
353,141
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity net of tax expense (benefit) of $1,309 and $3,929
|
3,141
|
|
|
1
|
|
|
3,142
|
|
|
7,338
|
|
|
(2,602
|
)
|
|
4,736
|
|
|
c
|
||||||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $1,481 and $1,885
|
3,554
|
|
|
—
|
|
|
3,554
|
|
|
7,194
|
|
|
—
|
|
|
7,194
|
|
|
|
||||||
Cash flow hedges net of tax expense (benefit) of $443 and $441
|
1,063
|
|
|
—
|
|
|
1,063
|
|
|
1,059
|
|
|
—
|
|
|
1,059
|
|
|
|
||||||
Foreign currency translation adjustment net of tax expense (benefit) of $422 and $(21)
|
2,461
|
|
|
(109
|
)
|
|
2,352
|
|
|
(146
|
)
|
|
287
|
|
|
141
|
|
|
a
|
||||||
Other comprehensive income (loss), net of tax
|
10,219
|
|
|
(108
|
)
|
|
10,111
|
|
|
15,445
|
|
|
(2,315
|
)
|
|
13,130
|
|
|
|
||||||
Comprehensive income
|
176,845
|
|
|
(775
|
)
|
|
176,070
|
|
|
361,690
|
|
|
4,581
|
|
|
366,271
|
|
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|
(512
|
)
|
|
—
|
|
|
(512
|
)
|
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
176,893
|
|
|
$
|
(775
|
)
|
|
$
|
176,118
|
|
|
$
|
362,202
|
|
|
$
|
4,581
|
|
|
$
|
366,783
|
|
|
|
|
For the Three Months Ended
May 31, 2018
|
|
For the Nine Months Ended
May 31, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
229,146
|
|
|
$
|
(47,526
|
)
|
|
$
|
181,620
|
|
|
$
|
575,391
|
|
|
$
|
(40,630
|
)
|
|
$
|
534,761
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity net of tax expense (benefit) of $1,424 and $5,353
|
3,417
|
|
|
—
|
|
|
3,417
|
|
|
10,755
|
|
|
(2,602
|
)
|
|
8,153
|
|
|
c
|
||||||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $2,620 and $4,505
|
6,286
|
|
|
—
|
|
|
6,286
|
|
|
13,480
|
|
|
—
|
|
|
13,480
|
|
|
|
||||||
Cash flow hedges net of tax expense (benefit) of $172 and $613
|
413
|
|
|
—
|
|
|
413
|
|
|
1,472
|
|
|
—
|
|
|
1,472
|
|
|
|
||||||
Foreign currency translation adjustment net of tax expense (benefit) of $(254) and $(275)
|
(11,617
|
)
|
|
1,429
|
|
|
(10,188
|
)
|
|
(11,763
|
)
|
|
1,716
|
|
|
(10,047
|
)
|
|
a
|
||||||
Other comprehensive income (loss), net of tax
|
(1,501
|
)
|
|
1,429
|
|
|
(72
|
)
|
|
13,944
|
|
|
(886
|
)
|
|
13,058
|
|
|
|
||||||
Comprehensive income
|
227,645
|
|
|
(46,097
|
)
|
|
181,548
|
|
|
589,335
|
|
|
(41,516
|
)
|
|
547,819
|
|
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(187
|
)
|
|
—
|
|
|
(187
|
)
|
|
(699
|
)
|
|
—
|
|
|
(699
|
)
|
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
227,832
|
|
|
$
|
(46,097
|
)
|
|
$
|
181,735
|
|
|
$
|
590,034
|
|
|
$
|
(41,516
|
)
|
|
$
|
548,518
|
|
|
|
|
For the Three Months Ended November 30, 2016
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Net income (loss)
|
$
|
208,942
|
|
|
$
|
(5,786
|
)
|
|
$
|
203,156
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Postretirement benefit plan activity net of tax expense (benefit) of $2,011
|
3,239
|
|
|
—
|
|
|
3,239
|
|
|
|
|||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $482
|
777
|
|
|
—
|
|
|
777
|
|
|
|
|||
Cash flow hedges net of tax expense (benefit) of $406
|
654
|
|
|
—
|
|
|
654
|
|
|
|
|||
Foreign currency translation adjustment net of tax expense (benefit) of $(209)
|
(19,164
|
)
|
|
1,089
|
|
|
(18,075
|
)
|
|
a
|
|||
Other comprehensive income (loss), net of tax
|
(14,494
|
)
|
|
1,089
|
|
|
(13,405
|
)
|
|
|
|||
Comprehensive income
|
194,448
|
|
|
(4,697
|
)
|
|
189,751
|
|
|
|
|||
Less comprehensive income attributable to noncontrolling interests
|
(208
|
)
|
|
—
|
|
|
(208
|
)
|
|
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
194,656
|
|
|
$
|
(4,697
|
)
|
|
$
|
189,959
|
|
|
|
|
For the Three Months Ended
February 28, 2017
|
|
For the Six Months Ended
February 28, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
14,973
|
|
|
$
|
(356
|
)
|
|
$
|
14,617
|
|
|
$
|
223,915
|
|
|
$
|
(6,142
|
)
|
|
$
|
217,773
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity net of tax expense (benefit) of $2,312 and $4,323
|
3,724
|
|
|
—
|
|
|
3,724
|
|
|
6,963
|
|
|
—
|
|
|
6,963
|
|
|
|
||||||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $600 and $1,083
|
968
|
|
|
—
|
|
|
968
|
|
|
1,744
|
|
|
1
|
|
|
1,745
|
|
|
c
|
||||||
Cash flow hedges net of tax expense (benefit) of $598 and $1,005
|
963
|
|
|
1
|
|
|
964
|
|
|
1,618
|
|
|
—
|
|
|
1,618
|
|
|
c
|
||||||
Foreign currency translation adjustment net of tax expense (benefit) of $(204) and $5
|
9,123
|
|
|
(936
|
)
|
|
8,187
|
|
|
(10,041
|
)
|
|
153
|
|
|
(9,888
|
)
|
|
a
|
||||||
Other comprehensive income (loss), net of tax
|
14,778
|
|
|
(935
|
)
|
|
13,843
|
|
|
284
|
|
|
154
|
|
|
438
|
|
|
|
||||||
Comprehensive income
|
29,751
|
|
|
(1,291
|
)
|
|
28,460
|
|
|
224,199
|
|
|
(5,988
|
)
|
|
218,211
|
|
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
406
|
|
|
—
|
|
|
406
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
29,345
|
|
|
$
|
(1,291
|
)
|
|
$
|
28,054
|
|
|
$
|
224,001
|
|
|
$
|
(5,988
|
)
|
|
$
|
218,013
|
|
|
|
|
For the Three Months Ended
May 31, 2017
|
|
For the Nine Months Ended
May 31, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
(46,140
|
)
|
|
$
|
(26,348
|
)
|
|
$
|
(72,488
|
)
|
|
$
|
177,775
|
|
|
$
|
(32,490
|
)
|
|
$
|
145,285
|
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement benefit plan activity net of tax expense (benefit) of $2,257 and $6,580
|
3,635
|
|
|
1
|
|
|
3,636
|
|
|
10,599
|
|
|
—
|
|
|
10,599
|
|
|
c
|
||||||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $(72) and $1,010
|
(117
|
)
|
|
(1
|
)
|
|
(118
|
)
|
|
1,627
|
|
|
—
|
|
|
1,627
|
|
|
c
|
||||||
Cash flow hedges net of tax expense (benefit) of $233 and $1,238
|
375
|
|
|
—
|
|
|
375
|
|
|
1,993
|
|
|
—
|
|
|
1,993
|
|
|
|
||||||
Foreign currency translation adjustment net of tax expense (benefit) of $(334) and $(329)
|
(2,151
|
)
|
|
782
|
|
|
(1,369
|
)
|
|
(12,193
|
)
|
|
936
|
|
|
(11,257
|
)
|
|
a
|
||||||
Other comprehensive income (loss), net of tax
|
1,742
|
|
|
782
|
|
|
2,524
|
|
|
2,026
|
|
|
936
|
|
|
2,962
|
|
|
|
||||||
Comprehensive income
|
(44,398
|
)
|
|
(25,566
|
)
|
|
(69,964
|
)
|
|
179,801
|
|
|
(31,554
|
)
|
|
148,247
|
|
|
|
||||||
Less comprehensive income attributable to noncontrolling interests
|
(955
|
)
|
|
—
|
|
|
(955
|
)
|
|
(757
|
)
|
|
—
|
|
|
(757
|
)
|
|
|
||||||
Comprehensive income attributable to CHS Inc.
|
$
|
(43,443
|
)
|
|
$
|
(25,566
|
)
|
|
$
|
(69,009
|
)
|
|
$
|
180,558
|
|
|
$
|
(31,554
|
)
|
|
$
|
149,004
|
|
|
|
|
For the Three Months Ended
August 31, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
(Dollars in thousands)
|
|
|
||||||||||
Net income (loss)
|
$
|
(50,552
|
)
|
|
$
|
(23,775
|
)
|
|
$
|
(74,327
|
)
|
|
a, c
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Postretirement benefit plan activity net of tax expense (benefit) of $12,108
|
19,501
|
|
|
2,602
|
|
|
22,103
|
|
|
c
|
|||
Unrealized net gain (loss) on available for sale investments net of tax expense (benefit) of $1,722
|
2,758
|
|
|
—
|
|
|
2,758
|
|
|
|
|||
Cash flow hedges net of tax expense (benefit) of $155
|
249
|
|
|
—
|
|
|
249
|
|
|
|
|||
Foreign currency translation adjustment net of tax expense (benefit) of $542
|
3,522
|
|
|
(424
|
)
|
|
3,098
|
|
|
a
|
|||
Other comprehensive income (loss), net of tax
|
26,030
|
|
|
2,178
|
|
|
28,208
|
|
|
|
|||
Comprehensive income
|
(24,522
|
)
|
|
(21,597
|
)
|
|
(46,119
|
)
|
|
|
|||
Less comprehensive income attributable to noncontrolling interests
|
123
|
|
|
—
|
|
|
123
|
|
|
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
(24,645
|
)
|
|
$
|
(21,597
|
)
|
|
$
|
(46,242
|
)
|
|
|
•
|
Drive strong business performance and reward Participants for achieving goals relevant to the business
|
•
|
Emphasize shared ownership of enterprise and business unit initiatives, and reward for the achievement of collective results through collaborative work efforts
|
•
|
Create a line of sight for Participants to see how their actions contribute to the achievement of company goals
|
•
|
Reward goal achievement that is competitive with compensation in the external market and aligns with organizational and market best practices
|
•
|
If the company Threshold ROIC Performance is attained, then compensation earned under all Plan components, including enterprise, business unit and individual goals, are calculated independently.
|
•
|
If company Threshold ROIC Performance is not achieved, the following will occur:
|
◦
|
Corporate participants’ opportunity for an earned award is zero for all plan components.
|
◦
|
Business unit participants’ opportunity for an earned award is zero for all plan components unless the business unit ROA goal is achieved at the target level or higher. If the business unit target ROA performance is achieved, the company ROIC and individual components earned award is zero, and award compensation is earned only for the performance achieved at the business unit ROA target level or higher for the ROA component.
|
Financial Performance Targets
|
Description
|
Award as % of Target
|
Maximum
|
Maximum Performance Goal
|
200%
|
Target
|
Targeted Performance Goal
|
100%
|
Threshold
|
Minimum Performance Goal
|
50%
|
Employee Group
|
ROIC
|
ROA
|
Individual
|
Corporate Participants
|
60%
|
10%
|
30%
|
Business Unit Participants
|
10%
|
60%
|
30%
|
•
|
Participants must be employed by the company in an eligible non-union position, categorized as a full-time or part-time regularly scheduled employee at the end of the Performance Period or have a status change during the Performance Period, as defined in the table below. Employees who cease being employed after the end of the Performance Period and before the actual payment date will be paid any compensation earned under the Plan for that Performance Period.
|
•
|
Participants must have a hire or transfer date to an eligible position on or before June 1 of the Performance Period.
|
•
|
Salaried Participants who become eligible during the Performance Period will earn and be paid prorated compensation, based on the number of days worked in an eligible position during the Performance Period, divided by 365. Hourly Participants who become eligible during the Performance Period will earn and be paid compensation, based on actual earnings in an eligible position during the Performance Period, to include base pay and overtime earnings.
|
•
|
Participant awards may be prorated based on changes in compensation or role during the Performance Period, at the sole discretion of the Participant’s manager and the business unit Human Resources Director.
|
•
|
Participants must actively work a minimum of 30 days during the Performance Period to be eligible to earn compensation under the Plan for that Performance Period.
|
•
|
Employees who are eligible to earn variable compensation through any other bonus, commission or incentive plan are not eligible to participate in the Plan and will not be a Participant for purposes of this Plan, unless approved by the Plan Administrators.
|
•
|
Participants may forfeit their eligibility to earn compensation under the Plan for any Performance Period 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, or that they have committed acts of misconduct, dishonesty or violation of CHS policies and procedures. Forfeiture of eligibility must be approved by the business unit Human Resources Director and Compensation Director.
|
•
|
The following status table outlines eligibility status criteria and how compensation earned under the Plan is prorated when a change in status occurs during the Performance Period:
|
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
|
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 if employee has worked 90 days
|
Days beyond last day worked
|
Retirement as defined by the CHS Retirement Plan rules
|
Days actually worked
|
Days beyond last day worked
|
Separation from employment and return to employment during Performance Period
|
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
|
Performance Targets
|
CHS ROIC
|
CHS ROA
|
Description
|
Award as % of Target
|
Maximum
|
5.7%
|
6.0%
|
Maximum Performance Goal
|
200%
|
Target
|
4.7%
|
5.1%
|
Targeted Performance Goal
|
100%
|
Threshold
|
3.7%
|
4.3%
|
Minimum Performance Goal
|
50%
|
ROIC=
|
Net Operating Profit After Tax
|
*Funded Debt + Equity
|
ROA=
|
Operating Income
|
*Net Assets
|
Performance Targets
|
Award Opportunity as % of Base Pay
|
Award Opportunity Calculation
|
Award Opportunity Amount
|
Maximum
|
10.0%
|
$70,000 x 10.0%
|
$7,000
|
Target
|
5.0%
|
$70,000 x 5.0%
|
$3,500
|
Threshold
|
2.5%
|
$70,000 x 2.5%
|
$1,750
|
Performance Measures
|
Goal Weighting
|
Target Award
|
X
|
Performance to Target
|
=
|
Goal/ Award Result
|
CHS ROIC
|
10%
|
$350
|
X
|
90%
|
=
|
$315
|
Business Unit ROA
|
60%
|
$2,100
|
X
|
100%
|
=
|
$2,100
|
Individual Performance
|
30%
|
$1,050
|
X
|
170%
|
=
|
$1,785
|
Totals
|
100%
|
$3,500
|
|
|
|
$4,200
|
Performance Measures
|
Goal Weighting
|
Target Award
|
X
|
Performance to Target
|
=
|
Goal/ Award Result
|
CHS ROIC
|
60%
|
$2,100
|
X
|
90%
|
=
|
$1,890
|
Enterprise ROA
|
10%
|
$350
|
X
|
100%
|
=
|
$350
|
Individual Performance
|
30%
|
$1,050
|
X
|
170%
|
=
|
$1,785
|
Totals
|
100%
|
$3,500
|
|
|
|
$4,025
|
•
|
The Award will be earned only if the executive
|
◦
|
Continues active employment through January 1, 2020
|
◦
|
During the Award Earning Period, is consistently meeting performance expectations, and
|
◦
|
During the Award Earning Period is not determined to have committed any act of misconduct or any violation of the CHS Code of Conduct or a CHS policy
|
•
|
If employment ends prior to the end of the Award Earning Period due to death, disability, retirement or termination of employment by CHS for a reason not related to performance or behavior, the award will be earned based on the number of full months worked from the time the award is granted to the date one of the events listed above occurs as the numerator, and the number twenty-six
|
•
|
Payment will be in cash within 30 days of the date on which the Award is earned, through the same process as the participant’s paycheck. All payments are subject to appropriate withholdings
|
•
|
Awards cannot be contributed to the CHS Deferred Compensation Plan
|
•
|
Earned award is not eligible to be included as part of pension income
|
1.
|
PRELIMINARY STATEMENTS.
|
2.
|
DEFINED TERMS.
|
3.
|
AMENDMENTS TO THE EXISTING NOTE PURCHASE AGREEMENT.
|
4.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
|
5.
|
EFFECTIVENESS OF AMENDMENTS.
|
6.
|
EXPENSES.
|
7.
|
MISCELLANEOUS.
|
By:
|
American United Life Insurance Company, its Agent
|
By:
|
Advantus Capital Management, Inc.
|
(c)
|
all Capitalized Lease Obligations of such Person,
|
(b)
|
all Funded Debt of Subsidiaries of the Company."
|
1.2
|
Section 1.15 is amended in its entirety to read as follows:
|
1.3
|
Section 1.23 is amended in its entirety to read as follows:
|
1.4
|
Section 1.29 is amended in its entirety to read as follows:
|
1.5
|
Section 1.32 is amended in its entirety to read as follows:
|
1.6
|
Section 1.34 is amended in its entirety to read as follows:
|
1.7
|
Section 1.37 is amended in its entirety to read as follows:
|
1.8
|
Section 1.53 is amended in its entirety to read as follows:
|
1.9
|
Section 1.70 is amended in its entirety to read as follows:
|
1.10
|
Section 1.73 is amended in its entirety to read as follows:
|
1.11
|
Section 1.102 is amended in its entirety to read as follows:
|
1.12
|
Article 1 is amended by adding a new Section 1.118 to read as follows:
|
1.13
|
Article 1 is amended by adding a new Section 1.119 to read as follows:
|
1.14
|
Article 1 is amended by adding a new Section 1.120 to read as follows:
|
1.15
|
Article 1 is amended by adding a new Section 1.121 to read as follows:
|
1.16
|
Article 1 is amended by adding a new Section 1.122 to read as follows:
|
1.17
|
Article 1 is amended by adding a new Section 1.123 to read as follows:
|
1.18
|
Article 1 is amended by adding a new Section 1.124 to read as follows:
|
1.19
|
Article 1 is amended by adding a new Section 1.125 to read as follows:
|
1.20
|
Subsection 10.1 is amended by deleting the last two sentences thereof.
|
1.23
|
Article 14 is amended by inserting a new Subsection 14.23 to read as follows: “
Accounting Terms
. All accounting terms used herein which are not expressly
|
3.
|
General Provisions
.
|
“CoBank”:
|
CoBank, ACB
|
1.1
|
Section 1.102 is amended in its entirety to read as follows:
|
1.2
|
Section 1.119 is amended in its entirety to read as follows:
|
1.3
|
Section 1.121 is amended in its entirety to read as follows:
|
3.
|
General Provisions
.
|
|
2
|
|
|
3
|
|
|
|
Page
|
ARTICLE I
|
PURCHASES AND REINVESTMENTS
|
2
|
SECTION 1.1
|
Purchases; Limits on Purchasers' Obligations
|
2
|
SECTION 1.2
|
Purchase Procedures; Assignment of Seller's Interests
|
3
|
WHERE:
|
|
4
|
SECTION 1.3
|
Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest
|
5
|
ARTICLE II
|
COMPUTATIONAL RULES
|
7
|
SECTION 2.1
|
Selection of Rate Tranches
|
7
|
SECTION 2.2
|
Computation of each Purchaser Group Investment and each Purchaser's Tranche Investment
|
8
|
SECTION 2.3
|
Computation of Account Debtor Concentration Limit, Account Debtor Concentration Overage Amount, Concentration Overage Amount (Loans) and Unpaid Balance
|
8
|
SECTION 2.4
|
Computation of Yield
|
8
|
SECTION 2.5
|
Estimates of Yield Rate, Fees, Etc.
|
8
|
ARTICLE III
|
SETTLEMENTS
|
9
|
SECTION 3.1
|
Settlement Procedures
|
9
|
SECTION 3.2
|
Deemed Collections; Event of Repurchase; Reduction of Total Investment, Etc.
|
12
|
SECTION 3.3
|
Payments and Computations, Etc.
|
14
|
SECTION 3.4
|
Treatment of Collections and Deemed Collections
|
17
|
ARTICLE IV
|
FEE AND YIELD PROTECTION
|
17
|
SECTION 4.1
|
Fees
|
17
|
SECTION 4.2
|
Yield Protection
|
17
|
SECTION 4.3
|
Funding Losses
|
19
|
ARTICLE V
|
CONDITIONS PRECEDENT
|
20
|
SECTION 5.1
|
Closing Date
|
20
|
SECTION 5.2
|
Effective Date
|
20
|
SECTION 5.3
|
Conditions Precedent to All Purchases and Reinvestments
|
21
|
ARTICLE VI
|
REPRESENTATIONS AND WARRANTIES
|
21
|
SECTION 6.1
|
Representations and Warranties of Seller
|
21
|
|
i
|
|
|
|
Page
|
SECTION 6.2
|
Representations and Warranties of CHS
|
26
|
ARTICLE VII
|
GENERAL COVENANTS OF SELLER AND SERVICER
|
29
|
SECTION 7.1
|
Covenants of Seller
|
29
|
SECTION 7.2
|
Covenants of CHS
|
36
|
SECTION 7.3
|
Full Recourse
|
40
|
SECTION 7.4
|
Corporate Separateness; Related Matters and Covenants
|
41
|
ARTICLE VIII
|
ADMINISTRATION AND COLLECTION
|
44
|
SECTION 8.1
|
Designation of Servicer
|
44
|
SECTION 8.2
|
Duties of Servicer
|
44
|
SECTION 8.3
|
Rights of Administrative Agent
|
46
|
SECTION 8.4
|
Responsibilities of Servicer
|
47
|
SECTION 8.5
|
Further Action Evidencing Purchases and Reinvestments
|
47
|
SECTION 8.6
|
Application of Collections
|
48
|
SECTION 8.7
|
Funds and Documents to be held in Trust
|
48
|
ARTICLE IX
|
SECURITY INTEREST
|
48
|
SECTION 9.1
|
Grant of Security Interest
|
48
|
SECTION 9.2
|
Further Assurances
|
49
|
SECTION 9.3
|
Remedies; Waiver
|
49
|
ARTICLE X
|
EVENTS OF DEFAULT
|
49
|
SECTION 10.1
|
Events of Default
|
49
|
SECTION 10.2
|
Remedies
|
52
|
ARTICLE XI
|
PURCHASER AGENTS; ADMINISTRATIVE AGENT; CERTAIN RELATED MATTERS
|
55
|
SECTION 11.1
|
Authorization and Action of Program Administrator
|
55
|
SECTION 11.2
|
Limited Liability of Purchasers, Purchaser Agents and Administrative Agent
|
55
|
SECTION 11.3
|
Authorization and Action of each Purchaser Agent
|
56
|
SECTION 11.4
|
Authorization and Action of Administrative Agent
|
56
|
SECTION 11.5
|
Delegation of Duties of each Purchaser Agent
|
56
|
SECTION 11.6
|
Delegation of Duties of Administrative Agent
|
56
|
SECTION 11.7
|
Successor Agent
|
56
|
SECTION 11.8
|
Indemnification
|
56
|
|
ii
|
|
|
|
Page
|
SECTION 11.9
|
Reliance, etc.
|
57
|
SECTION 11.10
|
Purchasers and Affiliates
|
57
|
SECTION 11.11
|
Sharing of Recoveries
|
57
|
SECTION 11.12
|
Non-Reliance on Administrative Agent, Purchaser Agents and Other Purchasers
|
57
|
ARTICLE XII
|
INDEMNIFICATION
|
58
|
SECTION 12.1
|
Indemnities by Seller
|
58
|
SECTION 12.2
|
Indemnity by Servicer
|
61
|
ARTICLE XIII
|
MISCELLANEOUS
|
61
|
SECTION 13.1
|
Amendments, Etc.
|
61
|
SECTION 13.2
|
Notices, Etc.
|
62
|
SECTION 13.3
|
Successors and Assigns; Participants; Assignments
|
62
|
SECTION 13.4
|
No Waiver; Remedies
|
64
|
SECTION 13.5
|
Binding Effect; Survival
|
64
|
SECTION 13.6
|
Costs, Expenses and Taxes
|
65
|
SECTION 13.7
|
No Proceedings
|
65
|
SECTION 13.8
|
Confidentiality
|
66
|
SECTION 13.9
|
Captions and Cross References
|
67
|
SECTION 13.10
|
Integration
|
67
|
SECTION 13.11
|
Governing Law
|
68
|
SECTION 13.12
|
Waiver of Jury Trial
|
68
|
SECTION 13.13
|
Consent to Jurisdiction; Waiver of Immunities
|
68
|
SECTION 13.14
|
Execution in Counterparts
|
68
|
SECTION 13.15
|
No Recourse Against Other Parties
|
68
|
SECTION 13.16
|
Pledge to a Federal Reserve Bank
|
69
|
SECTION 13.17
|
Pledge to a Collateral Trustee
|
69
|
SECTION 13.18
|
Severability
|
69
|
SECTION 13.19
|
No Party Deemed Drafter
|
69
|
SECTION 13.20
|
PATRIOT Act
|
69
|
SECTION 13.21
|
Acknowledgement and Consent to Bail-In if EEA Financial Institutions
|
69
|
|
iii
|
|
|
|
Page
|
SECTION 13.22
|
Amendment and Restatement
|
70
|
|
iv
|
|
|
v
|
|
TI
|
=
|
Total Investment;
|
RR
|
=
|
the Required Reserves; and
|
NPB
|
=
|
the Net Pool Balance;
|
DR
|
=
the average of the Dilution Ratios for the preceding twelve Settlement Periods; and
|
DHR
|
=
the Dilution Horizon Ratio on such day.
|
DS
|
=
the highest average Dilution Ratio for any three (3) consecutive Settlement Periods observed over the preceding twelve Settlement Periods; and
|
DR
|
=
the average of the Dilution Ratios for the preceding twelve Settlement Periods.
|
SF
|
=
2.0;
|
DR
|
=
the average of the Dilution Ratios for the preceding twelve Settlement Period;
|
DVR
|
=
the Dilution Volatility Ratio on such day; and
|
DHR
|
=
the Dilution Horizon Ratio on such day.
|
SF
|
=
2.0;
|
LR
|
=
the highest average of the Loss Ratio (Receivables) for any three (3) consecutive Settlement Periods observed over the preceding twelve Settlement Periods; and
|
LHR
|
=
Loss Horizon Ratio on such day.
|
Rating Bucket
|
WA Rating Factor
|
Portfolio WA
Rating Factor
|
1
|
Greater than 4.0
|
0.50%
|
2
|
4.0 to 3.75
|
1.00%
|
3
|
3.5 to < 3.75
|
1.50%
|
4
|
3.25 to < 3.5
|
3.00%
|
5
|
Less than 3.25
|
5.00%
|
YR
|
=
the weighted average Yield Rate for the prior Settlement Period;
|
SFR
|
=
the Servicing Fee Rate;
|
PR
|
=
the Program Fee Rate;
|
SF
|
=
1.5; and
|
DSO
|
=
the Days Sales Outstanding on such day.
|
•
|
Collection Account for Energy & CN A/R:
|
•
|
Lockboxes for Energy & CN A/R:
|
•
|
Collection Account for CHS Capital, LLC Loans:
|
•
|
Collection Account for Cofina Funding, LLC:
|
•
|
Concentration Account
|
Purchaser Group:
MUFG Purchaser Group
Conduit Purchaser:
Victory Receivables Corporation
Committed Purchaser:
MUFG Bank, Ltd.
Purchaser Agent:
MUFG Bank, Ltd.
|
Purchaser Group Commitment:
$350,000,000
|
Purchaser Group:
Rabobank Purchaser Group
Conduit Purchaser:
Nieuw Amsterdam Receivables Corporation B.V.
Committed Purchaser:
Coöperatieve Rabobank U.A.
Purchaser Agent:
Coöperatieve Rabobank U.A., New York Branch
|
Purchaser Group Commitment:
$350,000,000
|
|
Purchasers’ Total Commitment:
$700,000,000
|
1.
|
The date of the Purchase is __________________ (the “
Purchase Date
”).
1
|
2.
|
The requested Purchase Price for the Purchase is $__________________.
|
3.
|
The amount of the Purchase is to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share of the Purchase.
|
(a)
|
Attached as
Exhibit A
hereto is a pro forma Information Package after giving effect to the Purchase and any other Purchase proposed to be made on the Purchase Date;
|
(b)
|
each of the representations and warranties contained in Article VI of the Receivables Purchase Agreement, in the Sale Agreement and in each other Transaction Document that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of such day as though made on and as of the Purchase Date (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period);
|
(c)
|
no event has occurred and is continuing or would result from the Purchase and any other Purchase proposed to be made on the Purchase Date, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event;
|
(d)
|
after giving effect to the Purchase and any other Purchase proposed to be made on the Purchase Date, (i) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Investment will not exceed such Purchaser Group’s Purchaser Group Commitment, (ii) the Total Investment will not exceed the Purchasers’ Total Commitment, and (iii) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base; and
|
(e)
|
the Purchase Termination Date has not occurred.
|
|
|
Page
|
ARTICLE I
|
DEFINITIONS AND RELATED MATTERS
|
1
|
SECTION 1.1
|
Defined Terms
|
1
|
SECTION 1.2
|
Other Interpretive Matters
|
2
|
ARTICLE II
|
AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE
|
3
|
SECTION 2.1
|
Purchase, Sale and Contribution
|
3
|
SECTION 2.2
|
Timing of Purchases
|
3
|
SECTION 2.3
|
Purchase Price
|
4
|
SECTION 2.4
|
Addition Date
|
5
|
SECTION 2.5
|
Deliveries
|
5
|
SECTION 2.6
|
No Recourse or Assumption of Obligations
|
5
|
ARTICLE III
|
ADMINISTRATION AND COLLECTION
|
6
|
SECTION 3.1
|
Deemed Collections
|
6
|
SECTION 3.2
|
Actions Evidencing Purchases
|
6
|
SECTION 3.3
|
Repurchase Events
|
6
|
ARTICLE IV
|
REPRESENTATIONS AND WARRANTIES
|
7
|
SECTION 4.1
|
Representations and Warranties
|
7
|
ARTICLE V
|
GENERAL COVENANTS
|
11
|
SECTION 5.1
|
Originator Covenants
|
11
|
SECTION 5.2
|
Reporting Requirements
|
15
|
ARTICLE VI
|
TERMINATION OF PURCHASES
|
16
|
SECTION 6.1
|
Automatic Termination
|
16
|
ARTICLE VII
|
INDEMNIFICATION
|
16
|
SECTION 7.1
|
Originators’ Indemnity
|
16
|
SECTION 7.2
|
Tax Indemnification
|
18
|
SECTION 7.3
|
Contribution
|
18
|
ARTICLE VIII
|
MISCELLANEOUS
|
18
|
SECTION 8.1
|
Amendments, etc
|
18
|
|
|
Page
|
SECTION 8.2
|
No Waiver; Remedies
|
19
|
SECTION 8.3
|
Notices, Etc
|
19
|
SECTION 8.4
|
Binding Effect; Assignment
|
19
|
SECTION 8.5
|
Survival
|
19
|
SECTION 8.6
|
Expenses
|
20
|
SECTION 8.7
|
Execution; Counterparts
|
20
|
SECTION 8.8
|
Governing Law
|
20
|
SECTION 8.9
|
Waiver of Jury Trial
|
20
|
SECTION 8.10
|
CONSENT TO JURISDICTION
|
21
|
SECTION 8.11
|
WAIVER OF IMMUNITIES
|
21
|
SECTION 8.12
|
Captions and Cross References
|
21
|
SECTION 8.13
|
No Party Deemed Drafter
|
21
|
SECTION 8.14
|
Calculation of Interest
|
21
|
SECTION 8.15
|
No Non-Direct Damages
|
21
|
SECTION 8.16
|
No Proceedings
|
22
|
SECTION 8.17
|
Grant of Security Interest
|
22
|
SECTION 8.18
|
Severability
|
22
|
SECTION 8.19
|
Confidentiality
|
22
|
SECTION 8.20
|
Waiver of Setoff
|
22
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|
14
|
|
|
15
|
|
|
16
|
|
|
17
|
|
|
18
|
|
|
19
|
|
|
20
|
|
|
21
|
|
|
22
|
|
(1)
|
CHS INC.:
|
(2)
|
CHS CAPITAL, LLC:
|
Customer
|
Invoice Number
|
Invoice Amount
|
Due Date
|
Additional Days
|
|
|
|
|
|
|
|
|
|
|
Date
|
Amount of
Subordinated
Loan
|
Amount of Principal
Paid
|
Unpaid
Principal
Balance
|
Notation made by (initials)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Initial Unpaid Balance of Assets sold or contributed during the Settlement Period: $
|
2.
|
Aggregate Purchase Price of Receivables sold or contributed during the Settlement Period:
|
3.
|
Aggregate Purchase Price of Assets sold or contributed during the Settlement Period that was paid in cash: $
|
4.
|
Aggregate Purchase Price of Assets sold or contributed during the Settlement Period that was paid by increasing the related Subordinated Note: $
|
5.
|
Company’s Net Worth on the last day of the Settlement Period: $
|
6.
|
Reductions in the related Subordinated Note during the Settlement Period: $
|
7.
|
Principal balance of the related Subordinated Note on the last day of the Settlement Period:
|
Date
|
Amount of
Subordinated
Loan
|
Amount of Principal
Paid
|
Unpaid
Principal
Balance
|
Notation made by (initials)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
Amount of
Subordinated
Loan
|
Amount of Principal
Paid
|
Unpaid
Principal
Balance
|
Notation made by (initials)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Interpretation
.
|
Attn:
|
Matt Stratton
|
Tel:
|
212-782-4212
|
Buyers and Buyer Agent:
|
|
MUFG
Bank Name:
|
MUFG BANK, LTD.
|
City, State:
|
New York, NY
|
SWIFT Code:
|
BOTKUS33
|
ABA/Routing #:
|
XXXXXXXX
|
Beneficiary Account Name:
|
MUFG BANK, LTD.
|
Beneficiary Account Number:
|
XXXXXXX
|
Ref:
|
CHS
|
|
|
|
|
Seller Agent:
|
|
Bank Name:
|
BMO Harris Bank
|
City, State:
|
Minneapolis, Minnesota
|
SWIFT Code:
|
HATRUS44
|
ABA/Routing #:
|
XXXXXXXX
|
Beneficiary Account Name:
|
CHS Capital
|
Beneficiary Account Number:
|
XXXXXXXX
|
Ref:
|
CHS Capital, LLC
|
(1)
|
CHS Inc.:
|
2)
|
CHS Capital, LLC:
|
RE:
|
Transaction under the Framework Agreement and the Master Repurchase Agreement
|
(i)
|
a Transaction with CHS under the CHS Master Repurchase Agreement with a proposed Purchase Price of $__________; and
|
(ii)
|
a Transaction with CHS Capital under the CHS Capital Master Repurchase Agreement with a proposed Purchase Price of $__________;
|
Date
|
Amount of
Subordinated
Loan
|
Amount of Principal
Paid
|
Unpaid
Principal
Balance
|
Notation made by (initials)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
Amount of
Subordinated
Loan
|
Amount of Principal
Paid
|
Unpaid
Principal
Balance
|
Notation made by (initials)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Applicability
|
2.
|
Definitions
|
(a)
|
“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commence- ment of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due;
|
(b)
|
“Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
|
(c)
|
“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date;
|
(d)
|
“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;
|
(e)
|
“Confirmation”, the meaning specified in Paragraph 3(b) hereof;
|
(f)
|
“Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon;
|
(g)
|
“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;
|
(h)
|
“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;
|
(i)
|
“Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfac- tion of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);
|
(j)
|
“Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities);
|
(k)
|
“Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days dur- ing the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);
|
(l)
|
“Pricing Rate”, the per annum percentage rate for determination of the Price Differential;
|
(m)
|
“Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates);
|
(n)
|
“Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;
|
(o)
|
“Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a)
|
(p)
|
“Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction here- under, and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof;
|
(q)
|
“Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 hereof;
|
(r)
|
“Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;
|
(s)
|
“Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date;
|
(t)
|
“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.
|
3.
|
Initiation; Confirmation; Termination
|
(a)
|
An agreement to enter into a Transaction may be made orally or in writing at the initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.
|
(b)
|
Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with
|
(c)
|
In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market prac-
|
4.
|
Margin Maintenance
|
(a)
|
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggre- gate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).
|
(b)
|
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).
|
(c)
|
If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subpara- graph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.
|
(d)
|
Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller.
|
(e)
|
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions).
|
(f)
|
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin
|
5.
|
Income Payments
|
6.
|
Security Interest
|
7.
|
Payment and Transfer
|
8.
|
Segregation of Purchased Securities
|
9.
|
Substitution
|
(a)
|
Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities.
|
(b)
|
In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted.
|
11.
|
Events of Default
|
(a)
|
The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable.
|
(b)
|
In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date deter- mined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party’s posses- sion or control.
|
(c)
|
In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party.
|
(d)
|
If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may:
|
(i)
|
as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source,
|
(ii)
|
as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source.
|
(e)
|
As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder.
|
(f)
|
For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party of the option referred to in sub- paragraph (a) of this Paragraph.
|
(g)
|
The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.
|
(h)
|
To the extent permitted by applicable law, the defaulting party shall be liable to the non- defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party’s rights hereunder. Interest on any sum payable by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.
|
(i)
|
The nondefaulting party shall have, in addition to its rights hereunder, any
|
12.
|
Single Agreement
|
13.
|
Notices and Other Communications
|
14.
|
Entire Agreement; Severability
|
15.
|
Non-assignability; Termination
|
(a)
|
The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.
|
(b)
|
Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charg- ing or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.
|
16.
|
Governing Law
|
17.
|
No Waivers, Etc.
|
18.
|
Use of Employee Plan Assets
|
(a)
|
If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.
|
(b)
|
Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition.
|
(c)
|
By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not dis- closed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any out- standing Transaction involving a Plan Party.
|
(a)
|
The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).
|
(b)
|
It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.
|
(c)
|
The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy
|
(d)
|
It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDI- CIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).
|
20.
|
Disclosure Relating to Certain Federal Protections
|
(a)
|
in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has
|
(b)
|
in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and
|
(c)
|
in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.
|
|
CHS Inc.
|
|
MUFG Bank, Ltd.
|
|
|
|
[Name of Party]
|
|
[Name of Party]
|
|
|
|
|
|
|
|
|
By:
|
|
By:
|
|
|
|
Title:
|
|
Title:
|
|
|
|
Date:
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
[Date]
|
To:
|
CHS Inc. (“Counterparty”)
[ ]
[ ]
[ ]
|
Attention:
|
[Documentation]
Email: [ ]
|
From:
|
MUFG Bank, Ltd. (“MUFG”)
Tel: [ ]
E-mail: [ ]
|
|
|
Re:Confirmation of a Repurchase Transaction
|
Purchase Date:
|
[Date]
|
Purchase Price:
|
$[ ]
|
Buyer:
|
MUFG
|
Buyer Agent:
|
MUFG
|
Seller:
|
Counterparty
|
Seller Agent:
|
CHS Inc.
|
Purchased Securities:
|
the CHS Note
|
Pricing Rate
|
[]
|
Repurchase Date:
|
[Date]
1
|
Repurchase Price:
|
$[]
2
|
Price Differential:
|
$[]
|
3.
|
Governing law:
|
Unless otherwise provided in the Master Repurchase Agreement (in which case the law so specified shall govern), this Confirmation shall be governed by and construed in accordance with the laws as specified in the Master Repurchase Agreement.
|
1.
|
Applicability
|
2.
|
Definitions
|
(a)
|
“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratori- um, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commence- ment of any such case or proceeding against such party, or another seeking such an appoint- ment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appoint- ment or election, the issuance of such a protective decree or the entry of an order having a sim- ilar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due;
|
(b)
|
“Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
|
(c)
|
“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date;
|
(d)
|
“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;
|
(e)
|
“Confirmation”, the meaning specified in Paragraph 3(b) hereof;
|
(f)
|
“Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon;
|
(g)
|
“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;
|
(h)
|
“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;
|
(i)
|
“Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfac- tion of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);
|
(j)
|
“Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities);
|
(k)
|
“Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days dur- ing the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);
|
(l)
|
“Pricing Rate”, the per annum percentage rate for determination of the Price Differential;
|
(m)
|
“Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates);
|
(n)
|
“Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;
|
(o)
|
“Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree oth- erwise, such price increased by the amount of any cash transferred by Buyer to Seller pur- suant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of
|
(p)
|
“Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction here- under, and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof;
|
(q)
|
“Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 hereof;
|
(r)
|
“Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;
|
(s)
|
“Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date;
|
(t)
|
“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.
|
3.
|
Initiation; Confirmation; Termination
|
(a)
|
An agreement to enter into a Transaction may be made orally or in writing at the initia- tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.
|
(b)
|
Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with
|
(c)
|
In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market prac- tice, by telephone or otherwise on or prior to the business day on which such termination
|
4.
|
Margin Maintenance
|
(a)
|
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggre- gate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).
|
(b)
|
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).
|
(c)
|
If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subpara- graph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.
|
(d)
|
Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller.
|
(e)
|
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions).
|
(f)
|
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement).
|
5.
|
Income Payments
|
6.
|
Security Interest
|
7.
|
Payment and Transfer
|
(a)
|
Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities.
|
(b)
|
In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted.
|
(a)
|
The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable.
|
(b)
|
In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party’s possession or control.
|
(c)
|
In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party.
|
(d)
|
If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may:
|
(i)
|
as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and
|
(ii)
|
as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable man- ner) at such price or prices as the nondefaulting party may reasonably deem satisfac- tory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefault- ing party as required hereunder or (B) in its sole discretion elect, in lieu of purchas- ing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source.
|
(e)
|
As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder.
|
(f)
|
For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the
|
(g)
|
The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.
|
(h)
|
To the extent permitted by applicable law, the defaulting party shall be liable to the non- defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party’s rights hereunder. Interest on any sum payable by the default- ing party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.
|
(i)
|
The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.
|
(a)
|
The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.
|
(b)
|
Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charg- ing or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.
|
(a)
|
If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.
|
(b)
|
Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition.
|
(c)
|
By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not dis- closed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any out- standing Transaction involving a Plan Party.
|
19.
|
Intent
|
(a)
|
The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplica- ble).
|
(b)
|
It is understood that either party’s right to liquidate Securities delivered to it in connec- tion with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.
|
(c)
|
The parties agree and acknowledge that if a party hereto is an “insured depository insti- tution,” as such term is defined in the Federal Deposit Insurance Act, as
|
(d)
|
It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDI- CIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).
|
(a)
|
in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has
|
(b)
|
in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and
|
(c)
|
in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.
|
|
CHS Inc.
|
|
MUFG Bank, Ltd.
|
|
|
|
[Name of Party]
|
|
[Name of Party]
|
|
|
|
|
|
|
|
|
By:
|
|
By:
|
|
|
|
Title:
|
|
Title:
|
|
|
|
Date:
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
[Date]
|
To:
|
CHS Capital, LLC (“Counterparty”)
[ ]
[ ]
[ ]
|
Attention:
|
[Documentation]
Email: [ ]
|
From:
|
MUFG Bank, Ltd. (“MUFG”)
Tel: [ ]
E-mail: [ ]
|
|
|
Re:Confirmation of a Repurchase Transaction
|
Purchase Date:
|
[Date]
|
Purchase Price:
|
$[ ]
|
Buyer:
|
MUFG
|
Buyer Agent:
|
MUFG
|
Seller:
|
Counterparty
|
Seller Agent:
|
CHS Inc.
|
Purchased Securities:
|
the CHS Capital Note
|
Pricing Rate
|
[]
|
Repurchase Date:
|
[Date]
1
|
Repurchase Price:
|
$[]
2
|
Price Differential:
|
$[]
|
3.
|
Governing law:
|
Unless otherwise provided in the Master Repurchase Agreement (in which case the law so specified shall govern), this Confirmation shall be governed by and construed in accordance with the laws as specified in the Master Repurchase Agreement.
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
ACC Feed Supplement, LLC
|
|
South Dakota
|
|
|
|
Agri Point Ltd.
|
|
Republic of Cyprus
|
|
|
|
Agro Storage d.o.o, a subsidiary of Agri Point Ltd.
|
|
Bosnia
|
|
|
|
Ag States Reinsurance Co., IC, a subsidiary of Impact Risk Funding Inc.
|
|
Washington DC
|
|
|
|
Broadbent Grain Pty. Ltd.
|
|
Australia
|
|
|
|
CENEX AG, Inc.
|
|
Delaware
|
|
|
|
CENEX Pipeline, LLC
|
|
Minnesota
|
|
|
|
CHS de Argentina, S.A.
|
|
Argentina
|
|
|
|
CHS North LLC
|
|
Minnesota
|
|
|
|
CHS AGRONEGOCIO - Industria e Comercio Ltda.
|
|
Brazil
|
|
|
|
CHS Canada Cooperative
|
|
Alberta
|
|
|
|
CHS Canada, Inc.
|
|
Manitoba
|
|
|
|
CHS Capital, LLC
|
|
Minnesota
|
|
|
|
CHS (Taiwan) Commodity Trading Co. Ltd
|
|
Taiwan
|
|
|
|
CHS Trading Company Australia Pty. Ltd.
|
|
Australia
|
|
|
|
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 Tarim ve Gida Sanayii Limited Sirketi
|
|
Turkey
|
|
|
|
CHS Ukraine, LLC, a subsidiary of CHS Europe S.a.r.l
|
|
Ukraine
|
|
|
|
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
|
|
|
|
CHS Agritrade Bulgaria Ltd., a subsidiary of CHS Europe S.a.r.l
|
|
Bulgaria
|
|
|
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
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
|
|
|
|
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 Italy S.r.l.
|
|
Italy
|
|
|
|
CHS Korea, LLC
|
|
South Korea
|
|
|
|
CHS McPherson Refinery, Inc.
|
|
Kansas
|
|
|
|
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 Uruguay SRL
|
|
Uruguay
|
|
|
|
CHS-Brule, Inc
|
|
Nebraska
|
|
|
|
CHS-CFE Co
|
|
Illinois
|
|
|
|
CHS-Farmco, Inc.
|
|
Kansas
|
|
|
|
CHS-GC, Inc.
|
|
Colorado
|
|
|
|
CHS-Holdrege, Inc.
|
|
Nebraska
|
|
|
|
CHS-M&M, Inc.
|
|
Colorado
|
|
|
|
CHS-Rochester
|
|
Minnesota
|
|
|
|
CHS-Shipman, Inc.
|
|
Illinois
|
|
|
|
CHS-Sub Sycamore, Co.
|
|
Illinois
|
|
|
|
CHS-Sub Whatcom, Inc
|
|
Washington
|
|
|
|
CHS-Valley City
|
|
North Dakota
|
|
|
|
CHS-Wallace County, Inc.
|
|
Kansas
|
|
|
|
Circle Land Management, Inc.
|
|
Minnesota
|
|
|
|
Cofina Funding, LLC, a subsidiary of CHS Capital, LLC
|
|
Delaware
|
|
|
|
CHS Capital ProFund LLC, a subsidiary of CHS Capital, LLC
|
|
Minnesota
|
|
|
|
CZL Australia & Japan Pty Ltd
|
|
Australia
|
|
|
|
CZL Ltd.
|
|
Japan
|
|
|
|
Dakota Agronomy Partners, LLC
|
|
North Dakota
|
|
|
|
Fin-Ag, Inc.
|
|
South Dakota
|
|
|
|
Front Range Pipeline, LLC
|
|
Minnesota
|
SUBSIDIARY
|
|
JURISDICTION OF
INCORPORATION/
ORGANIZATION
|
|
|
|
GTL Resources Limited
|
|
England
|
|
|
|
GTL Resources Overseas Investments Limited
|
|
England
|
|
|
|
GTL Resources USA, Inc.
|
|
Delaware
|
|
|
|
IGH Insurance Company, IC
|
|
Washington DC
|
|
|
|
Illinois River Energy, LLC
|
|
Delaware
|
|
|
|
Jayhawk Pipeline, LLC
|
|
Kansas
|
|
|
|
Kaw Pipe Line Company
|
|
Delaware
|
|
|
|
Larsen Cooperative TVCS
|
|
Wisconsin
|
|
|
|
Lewis-Clark Terminal, Inc.
|
|
Idaho
|
|
|
|
Market Street Terminal, LLC
|
|
Illinois
|
|
|
|
Marshall Insurance Agency, Inc.
|
|
Minnesota
|
|
|
|
M Tarhaz Raktarozasi es Szolgaltato Korlatolt Felelossegu Tarsasag
|
|
Hungary
|
|
|
|
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
|
|
|
|
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
|
|
|
|
Sinav Limited
|
|
England
|
|
|
|
CHS de Paraguay SRL, a subsidiary of CHS Singapore Trading Company PTE. LTD.
|
|
Paraguay
|
|
|
|
Southwest Crop Nutrients, LLC
|
|
Kansas
|
|
|
|
St. Hilaire Ag Insurance, Inc.
|
|
Minnesota
|
|
|
|
St. Paul Maritime Corporation
|
|
Minnesota
|
|
|
|
Wagner Gas & Electric, Inc.
|
|
Wisconsin
|
|
|
|
Watertown Crop Nutrients LLC
|
|
South Dakota
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Minneapolis, Minnesota
|
December 3, 2018
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
August 31, 2018
, of CHS Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jay D. Debertin
|
|
Jay D. Debertin
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
August 31, 2018
of CHS Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Timothy Skidmore
|
|
Timothy Skidmore
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jay D. Debertin
|
|
Jay D. Debertin
|
|
President and Chief Executive Officer
|
|
December 3, 2018
|
(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
|
|
December 3, 2018
|