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þ
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended May 31, 2020.
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or
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o
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to
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Minnesota
(State or other jurisdiction of
incorporation or organization)
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41-0251095
(I.R.S. Employer
Identification Number)
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5500 Cenex Drive Inver Grove Heights, Minnesota 55077
(Address of principal executive offices,
including zip code)
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(651) 355-6000
(Registrant’s telephone number,
including area code)
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Title of each class
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Trading symbol(s)
|
Name of each exchange on which registered
|
8% Cumulative Redeemable Preferred Stock
|
CHSCP
|
The Nasdaq Stock Market LLC
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Class B Cumulative Redeemable Preferred Stock, Series 1
|
CHSCO
|
The Nasdaq Stock Market LLC
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Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
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CHSCN
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The Nasdaq Stock Market LLC
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Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
|
CHSCM
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The Nasdaq Stock Market LLC
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Class B Cumulative Redeemable Preferred Stock, Series 4
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CHSCL
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The Nasdaq Stock Market LLC
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o
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Emerging growth company o
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Page
No.
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May 31,
2020 |
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August 31,
2019 |
||||
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(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
408,115
|
|
|
$
|
211,179
|
|
Receivables
|
2,574,207
|
|
|
2,731,209
|
|
||
Inventories
|
2,818,758
|
|
|
2,854,288
|
|
||
Other current assets
|
1,258,553
|
|
|
865,919
|
|
||
Total current assets
|
7,059,633
|
|
|
6,662,595
|
|
||
Investments
|
3,666,959
|
|
|
3,683,996
|
|
||
Property, plant and equipment
|
4,999,082
|
|
|
5,088,708
|
|
||
Other assets
|
1,101,550
|
|
|
1,012,195
|
|
||
Total assets
|
$
|
16,827,224
|
|
|
$
|
16,447,494
|
|
LIABILITIES AND EQUITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable
|
$
|
2,215,583
|
|
|
$
|
2,156,108
|
|
Current portion of long-term debt
|
28,200
|
|
|
39,210
|
|
||
Accounts payable
|
1,751,354
|
|
|
1,931,415
|
|
||
Accrued expenses
|
566,258
|
|
|
555,323
|
|
||
Other current liabilities
|
1,061,487
|
|
|
901,651
|
|
||
Total current liabilities
|
5,622,882
|
|
|
5,583,707
|
|
||
Long-term debt
|
1,764,367
|
|
|
1,749,901
|
|
||
Other liabilities
|
659,689
|
|
|
496,356
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Equities:
|
|
|
|
|
|
||
Preferred stock
|
2,264,038
|
|
|
2,264,038
|
|
||
Equity certificates
|
4,896,148
|
|
|
4,988,877
|
|
||
Accumulated other comprehensive loss
|
(241,165
|
)
|
|
(226,933
|
)
|
||
Capital reserves
|
1,852,826
|
|
|
1,584,158
|
|
||
Total CHS Inc. equities
|
8,771,847
|
|
|
8,610,140
|
|
||
Noncontrolling interests
|
8,439
|
|
|
7,390
|
|
||
Total equities
|
8,780,286
|
|
|
8,617,530
|
|
||
Total liabilities and equities
|
$
|
16,827,224
|
|
|
$
|
16,447,494
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
7,241,031
|
|
|
$
|
8,497,941
|
|
|
$
|
21,460,742
|
|
|
$
|
23,465,769
|
|
Cost of goods sold
|
7,022,672
|
|
|
8,274,170
|
|
|
20,601,785
|
|
|
22,343,944
|
|
||||
Gross profit
|
218,359
|
|
|
223,771
|
|
|
858,957
|
|
|
1,121,825
|
|
||||
Marketing, general and administrative expenses
|
180,439
|
|
|
217,527
|
|
|
548,340
|
|
|
551,438
|
|
||||
Operating earnings
|
37,920
|
|
|
6,244
|
|
|
310,617
|
|
|
570,387
|
|
||||
Interest expense
|
26,661
|
|
|
42,773
|
|
|
95,043
|
|
|
122,950
|
|
||||
Other income
|
(8,076
|
)
|
|
(32,938
|
)
|
|
(32,926
|
)
|
|
(69,835
|
)
|
||||
Equity income from investments
|
(51,114
|
)
|
|
(65,170
|
)
|
|
(135,174
|
)
|
|
(173,394
|
)
|
||||
Income before income taxes
|
70,449
|
|
|
61,579
|
|
|
383,674
|
|
|
690,666
|
|
||||
Income tax (benefit) expense
|
(27,052
|
)
|
|
6,866
|
|
|
(18,258
|
)
|
|
40,534
|
|
||||
Net income
|
97,501
|
|
|
54,713
|
|
|
401,932
|
|
|
650,132
|
|
||||
Net (loss) income attributable to noncontrolling interests
|
(147
|
)
|
|
93
|
|
|
955
|
|
|
(758
|
)
|
||||
Net income attributable to CHS Inc.
|
$
|
97,648
|
|
|
$
|
54,620
|
|
|
$
|
400,977
|
|
|
$
|
650,890
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net income
|
$
|
97,501
|
|
|
$
|
54,713
|
|
|
$
|
401,932
|
|
|
$
|
650,132
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement benefits
|
3,490
|
|
|
1,496
|
|
|
12,309
|
|
|
5,599
|
|
||||
Cash flow hedges
|
6,817
|
|
|
(15,817
|
)
|
|
(4,867
|
)
|
|
(7,155
|
)
|
||||
Foreign currency translation adjustment
|
(12,316
|
)
|
|
(7,992
|
)
|
|
(21,674
|
)
|
|
(5,484
|
)
|
||||
Other comprehensive loss, net of tax
|
(2,009
|
)
|
|
(22,313
|
)
|
|
(14,232
|
)
|
|
(7,040
|
)
|
||||
Comprehensive income
|
95,492
|
|
|
32,400
|
|
|
387,700
|
|
|
643,092
|
|
||||
Comprehensive (loss) income attributable to noncontrolling interests
|
(147
|
)
|
|
93
|
|
|
955
|
|
|
(758
|
)
|
||||
Comprehensive income attributable to CHS Inc.
|
$
|
95,639
|
|
|
$
|
32,307
|
|
|
$
|
386,745
|
|
|
$
|
643,850
|
|
|
Nine Months Ended May 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(Dollars in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
401,932
|
|
|
$
|
650,132
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization, including amortization of deferred major maintenance
|
408,613
|
|
|
401,798
|
|
||
Equity income from investments, net of distributions received
|
1,339
|
|
|
(39,674
|
)
|
||
Provision for doubtful accounts
|
7,692
|
|
|
36,874
|
|
||
Deferred taxes
|
(11,811
|
)
|
|
34,786
|
|
||
Other, net
|
67,625
|
|
|
(46,157
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Receivables
|
25,290
|
|
|
(446,846
|
)
|
||
Inventories
|
(5,602
|
)
|
|
(199,339
|
)
|
||
Accounts payable and accrued expenses
|
(185,503
|
)
|
|
174,855
|
|
||
Other, net
|
(183,732
|
)
|
|
(436,518
|
)
|
||
Net cash provided by operating activities
|
525,843
|
|
|
129,911
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(316,506
|
)
|
|
(278,589
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
28,257
|
|
|
46,414
|
|
||
Expenditures for major maintenance
|
(10,414
|
)
|
|
(210,837
|
)
|
||
Changes in CHS Capital notes receivable, net
|
219,173
|
|
|
(112,608
|
)
|
||
Financing extended to customers
|
(5,139
|
)
|
|
(10,492
|
)
|
||
Payments from customer financing
|
21,341
|
|
|
84,189
|
|
||
Business acquisitions, net of cash acquired
|
—
|
|
|
(119,421
|
)
|
||
Other investing activities, net
|
14,755
|
|
|
8,854
|
|
||
Net cash used in investing activities
|
(48,533
|
)
|
|
(592,490
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from notes payable and long-term debt
|
19,841,762
|
|
|
20,715,683
|
|
||
Payments on notes payable, long-term debt and capital lease obligations
|
(19,805,609
|
)
|
|
(20,236,780
|
)
|
||
Preferred stock dividends paid
|
(126,501
|
)
|
|
(126,501
|
)
|
||
Redemptions of equities
|
(86,272
|
)
|
|
(76,397
|
)
|
||
Cash patronage dividends paid
|
(90,112
|
)
|
|
(75,669
|
)
|
||
Other financing activities, net
|
(25,475
|
)
|
|
(25,993
|
)
|
||
Net cash (used in) provided by financing activities
|
(292,207
|
)
|
|
174,343
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(786
|
)
|
|
(382
|
)
|
||
Increase (decrease) in cash and cash equivalents and restricted cash
|
184,317
|
|
|
(288,618
|
)
|
||
Cash and cash equivalents and restricted cash at beginning of period
|
299,675
|
|
|
543,940
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
483,992
|
|
|
$
|
255,322
|
|
|
|
ASC Topic 606
|
|
ASC Topic 815
|
|
Other Guidance
|
|
Total Revenues
|
||||||||
Three Months Ended May 31, 2020
|
|
(Dollars in thousands)
|
||||||||||||||
Energy
|
|
$
|
762,053
|
|
|
$
|
128,866
|
|
|
$
|
—
|
|
|
$
|
890,919
|
|
Ag
|
|
2,026,588
|
|
|
4,290,627
|
|
|
20,686
|
|
|
6,337,901
|
|
||||
Corporate and Other
|
|
6,027
|
|
|
—
|
|
|
6,184
|
|
|
12,211
|
|
||||
Total revenues
|
|
$
|
2,794,668
|
|
|
$
|
4,419,493
|
|
|
$
|
26,870
|
|
|
$
|
7,241,031
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended May 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
1,544,533
|
|
|
$
|
193,512
|
|
|
$
|
—
|
|
|
$
|
1,738,045
|
|
Ag
|
|
2,234,378
|
|
|
4,485,089
|
|
|
25,648
|
|
|
6,745,115
|
|
||||
Corporate and Other
|
|
4,841
|
|
|
—
|
|
|
9,940
|
|
|
14,781
|
|
||||
Total revenues
|
|
$
|
3,783,752
|
|
|
$
|
4,678,601
|
|
|
$
|
35,588
|
|
|
$
|
8,497,941
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended May 31, 2020
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
3,831,806
|
|
|
$
|
415,586
|
|
|
$
|
—
|
|
|
$
|
4,247,392
|
|
Ag
|
|
4,446,097
|
|
|
12,681,108
|
|
|
46,753
|
|
|
17,173,958
|
|
||||
Corporate and Other
|
|
16,910
|
|
|
—
|
|
|
22,482
|
|
|
39,392
|
|
||||
Total revenues
|
|
$
|
8,294,813
|
|
|
$
|
13,096,694
|
|
|
$
|
69,235
|
|
|
$
|
21,460,742
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended May 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
4,826,762
|
|
|
$
|
547,348
|
|
|
$
|
—
|
|
|
$
|
5,374,110
|
|
Ag
|
|
4,574,203
|
|
|
13,375,276
|
|
|
95,578
|
|
|
18,045,057
|
|
||||
Corporate and Other
|
|
14,818
|
|
|
—
|
|
|
31,784
|
|
|
46,602
|
|
||||
Total revenues
|
|
$
|
9,415,783
|
|
|
$
|
13,922,624
|
|
|
$
|
127,362
|
|
|
$
|
23,465,769
|
|
|
May 31,
2020 |
|
August 31,
2019 |
||||
|
(Dollars in thousands)
|
||||||
Trade accounts receivable
|
$
|
1,766,166
|
|
|
$
|
1,803,284
|
|
CHS Capital short-term notes receivable
|
474,425
|
|
|
592,909
|
|
||
Other
|
524,975
|
|
|
511,821
|
|
||
Gross receivables
|
2,765,566
|
|
|
2,908,014
|
|
||
Less: allowances and reserves
|
191,359
|
|
|
176,805
|
|
||
Total receivables
|
$
|
2,574,207
|
|
|
$
|
2,731,209
|
|
|
May 31,
2020 |
|
August 31,
2019 |
||||
|
(Dollars in thousands)
|
||||||
Grain and oilseed
|
$
|
1,021,535
|
|
|
$
|
1,024,645
|
|
Energy
|
681,364
|
|
|
717,378
|
|
||
Agronomy
|
967,451
|
|
|
954,037
|
|
||
Processed grain and oilseed
|
108,115
|
|
|
109,900
|
|
||
Other
|
40,293
|
|
|
48,328
|
|
||
Total inventories
|
$
|
2,818,758
|
|
|
$
|
2,854,288
|
|
|
May 31,
2020 |
|
August 31,
2019 |
||||
|
(Dollars in thousands)
|
||||||
Equity method investments:
|
|
|
|
||||
CF Industries Nitrogen, LLC
|
$
|
2,724,668
|
|
|
$
|
2,708,942
|
|
Ventura Foods, LLC
|
364,726
|
|
|
374,516
|
|
||
Ardent Mills, LLC
|
206,476
|
|
|
209,027
|
|
||
Other equity method investments
|
247,778
|
|
|
267,247
|
|
||
Other investments
|
123,311
|
|
|
124,264
|
|
||
Total investments
|
$
|
3,666,959
|
|
|
$
|
3,683,996
|
|
|
Nine Months Ended May 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Net sales
|
$
|
1,954,660
|
|
|
$
|
2,219,267
|
|
Gross profit
|
481,711
|
|
|
560,631
|
|
||
Net earnings
|
452,859
|
|
|
536,409
|
|
||
Earnings attributable to CHS Inc.
|
104,021
|
|
|
118,415
|
|
|
Nine Months Ended May 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Net sales
|
$
|
4,101,502
|
|
|
$
|
4,427,127
|
|
Gross profit
|
686,045
|
|
|
391,338
|
|
||
Net earnings
|
134,774
|
|
|
152,315
|
|
||
Earnings attributable to CHS Inc.
|
29,770
|
|
|
50,415
|
|
|
May 31,
2020 |
|
August 31,
2019 |
||||
|
(Dollars in thousands)
|
||||||
Notes payable
|
$
|
1,573,594
|
|
|
$
|
1,330,550
|
|
CHS Capital notes payable
|
641,989
|
|
|
825,558
|
|
||
Total notes payable
|
$
|
2,215,583
|
|
|
$
|
2,156,108
|
|
|
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, 2019
|
$
|
3,753,493
|
|
|
$
|
29,074
|
|
|
$
|
1,206,310
|
|
|
$
|
2,264,038
|
|
|
$
|
(226,933
|
)
|
|
$
|
1,584,158
|
|
|
$
|
7,390
|
|
|
$
|
8,617,530
|
|
Reversal of prior year redemption estimates
|
5,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,447
|
|
||||||||
Redemptions of equities
|
(4,721
|
)
|
|
(54
|
)
|
|
(672
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,447
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,334
|
)
|
|
—
|
|
|
(84,334
|
)
|
||||||||
ASC Topic 842 cumulative-effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,707
|
|
|
—
|
|
|
33,707
|
|
||||||||
Other, net
|
(8
|
)
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(1,312
|
)
|
|
410
|
|
|
(949
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177,882
|
|
|
855
|
|
|
178,737
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,638
|
)
|
|
—
|
|
|
—
|
|
|
(1,638
|
)
|
||||||||
Estimated 2020 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,504
|
)
|
|
—
|
|
|
(28,504
|
)
|
||||||||
Estimated 2020 equity redemptions
|
(91,633
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,633
|
)
|
||||||||
Balances, November 30, 2019
|
$
|
3,662,578
|
|
|
$
|
29,020
|
|
|
$
|
1,205,599
|
|
|
$
|
2,264,038
|
|
|
$
|
(228,571
|
)
|
|
$
|
1,681,597
|
|
|
$
|
8,655
|
|
|
$
|
8,622,916
|
|
Reversal of prior year patronage and redemption estimates
|
3,387
|
|
|
—
|
|
|
(472,398
|
)
|
|
—
|
|
|
—
|
|
|
562,398
|
|
|
—
|
|
|
93,387
|
|
||||||||
Distribution of 2019 patronage refunds
|
—
|
|
|
—
|
|
|
474,066
|
|
|
—
|
|
|
—
|
|
|
(564,096
|
)
|
|
—
|
|
|
(90,030
|
)
|
||||||||
Redemptions of equities
|
(2,998
|
)
|
|
(20
|
)
|
|
(369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,387
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,167
|
)
|
|
—
|
|
|
(42,167
|
)
|
||||||||
Other, net
|
(201
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(324
|
)
|
|
(512
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,447
|
|
|
247
|
|
|
125,694
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,585
|
)
|
|
—
|
|
|
—
|
|
|
(10,585
|
)
|
||||||||
Estimated 2020 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,206
|
)
|
|
—
|
|
|
(22,206
|
)
|
||||||||
Estimated 2020 equity redemptions
|
(49,154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,154
|
)
|
||||||||
Balances, February 29, 2020
|
$
|
3,613,612
|
|
|
$
|
29,000
|
|
|
$
|
1,206,901
|
|
|
$
|
2,264,038
|
|
|
$
|
(239,156
|
)
|
|
$
|
1,740,983
|
|
|
$
|
8,578
|
|
|
$
|
8,623,956
|
|
Reversal of prior year redemption estimates
|
67,438
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,438
|
|
||||||||
Distribution of 2019 patronage refunds
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|
(82
|
)
|
||||||||
Redemptions of equities
|
(64,273
|
)
|
|
(91
|
)
|
|
(13,074
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,438
|
)
|
||||||||
Other, net
|
(1,544
|
)
|
|
(7
|
)
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
1,053
|
|
|
8
|
|
|
(606
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,648
|
|
|
(147
|
)
|
|
97,501
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,009
|
)
|
|
—
|
|
|
—
|
|
|
(2,009
|
)
|
||||||||
Estimated 2020 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,551
|
|
|
—
|
|
|
13,551
|
|
||||||||
Estimated 2020 equity redemptions
|
47,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,975
|
|
||||||||
Balances, May 31, 2020
|
$
|
3,663,208
|
|
|
$
|
28,902
|
|
|
$
|
1,204,038
|
|
|
$
|
2,264,038
|
|
|
$
|
(241,165
|
)
|
|
$
|
1,852,826
|
|
|
$
|
8,439
|
|
|
$
|
8,780,286
|
|
|
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, 2018
|
$
|
3,837,580
|
|
|
$
|
29,498
|
|
|
$
|
742,378
|
|
|
$
|
2,264,038
|
|
|
$
|
(199,915
|
)
|
|
$
|
1,482,003
|
|
|
$
|
9,446
|
|
|
$
|
8,165,028
|
|
Reversal of prior year redemption estimates
|
24,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,072
|
|
||||||||
Redemptions of equities
|
(22,004
|
)
|
|
(183
|
)
|
|
(1,885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,072
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,334
|
)
|
|
—
|
|
|
(84,334
|
)
|
||||||||
Reclassification of unrealized (gain) loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,706
|
)
|
|
4,706
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
(409
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
3,436
|
|
|
318
|
|
|
3,319
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,504
|
|
|
(389
|
)
|
|
347,115
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|
389
|
|
||||||||
Estimated 2019 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,344
|
)
|
|
—
|
|
|
(89,344
|
)
|
||||||||
Estimated 2019 equity redemptions
|
(50,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,081
|
)
|
||||||||
Balances, November 30, 2018
|
$
|
3,789,158
|
|
|
$
|
29,315
|
|
|
$
|
740,467
|
|
|
$
|
2,264,038
|
|
|
$
|
(204,232
|
)
|
|
$
|
1,663,971
|
|
|
$
|
9,375
|
|
|
$
|
8,292,092
|
|
Reversal of prior year patronage and redemption estimates
|
6,681
|
|
|
—
|
|
|
(345,330
|
)
|
|
—
|
|
|
—
|
|
|
420,330
|
|
|
—
|
|
|
81,681
|
|
||||||||
Distribution of 2018 patronage refunds
|
—
|
|
|
—
|
|
|
349,353
|
|
|
—
|
|
|
—
|
|
|
(424,333
|
)
|
|
—
|
|
|
(74,980
|
)
|
||||||||
Redemptions of equities
|
(5,988
|
)
|
|
(74
|
)
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,681
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,167
|
)
|
|
—
|
|
|
(42,167
|
)
|
||||||||
Other, net
|
(774
|
)
|
|
—
|
|
|
2,589
|
|
|
—
|
|
|
—
|
|
|
(2,888
|
)
|
|
(581
|
)
|
|
(1,654
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,766
|
|
|
(462
|
)
|
|
248,304
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,884
|
|
|
—
|
|
|
—
|
|
|
14,884
|
|
||||||||
Estimated 2019 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,400
|
)
|
|
—
|
|
|
(69,400
|
)
|
||||||||
Estimated 2019 equity redemptions
|
(39,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,850
|
)
|
||||||||
Balances, February 28, 2019
|
$
|
3,749,227
|
|
|
$
|
29,241
|
|
|
$
|
746,460
|
|
|
$
|
2,264,038
|
|
|
$
|
(189,348
|
)
|
|
$
|
1,794,279
|
|
|
$
|
8,332
|
|
|
$
|
8,402,229
|
|
Reversal of prior year redemption estimates
|
45,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,815
|
|
||||||||
Distribution of 2018 patronage refunds
|
—
|
|
|
—
|
|
|
3,212
|
|
|
—
|
|
|
—
|
|
|
(3,901
|
)
|
|
—
|
|
|
(689
|
)
|
||||||||
Redemptions of equities
|
(34,798
|
)
|
|
(34
|
)
|
|
(10,812
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,644
|
)
|
||||||||
Other, net
|
(1,285
|
)
|
|
—
|
|
|
(3,722
|
)
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|
11
|
|
|
(470
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,620
|
|
|
93
|
|
|
54,713
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,313
|
)
|
|
—
|
|
|
—
|
|
|
(22,313
|
)
|
||||||||
Estimated 2019 cash patronage refunds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,494
|
)
|
|
—
|
|
|
(15,494
|
)
|
||||||||
Estimated 2019 equity redemptions
|
(6,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,438
|
)
|
||||||||
Balances, May 31, 2019
|
$
|
3,752,521
|
|
|
$
|
29,207
|
|
|
$
|
735,138
|
|
|
$
|
2,264,038
|
|
|
$
|
(211,661
|
)
|
|
$
|
1,834,030
|
|
|
$
|
8,436
|
|
|
$
|
8,411,709
|
|
|
|
|
Nine Months Ended May 31,
|
||||||
|
Nasdaq symbol
|
|
2020
|
|
2019
|
||||
Series of preferred stock:
|
|
(Dollars per share)
|
|||||||
8% Cumulative Redeemable
|
CHSCP
|
|
$
|
1.50
|
|
|
$
|
1.50
|
|
Class B Cumulative Redeemable, Series 1
|
CHSCO
|
|
1.48
|
|
|
1.48
|
|
||
Class B Reset Rate Cumulative Redeemable, Series 2
|
CHSCN
|
|
1.33
|
|
|
1.33
|
|
||
Class B Reset Rate Cumulative Redeemable, Series 3
|
CHSCM
|
|
1.27
|
|
|
1.27
|
|
||
Class B Cumulative Redeemable, Series 4
|
CHSCL
|
|
1.41
|
|
|
1.41
|
|
|
Pension and Other Postretirement Benefits
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balance as of August 31, 2019, net of tax
|
$
|
(172,478
|
)
|
|
$
|
15,297
|
|
|
$
|
(69,752
|
)
|
|
$
|
(226,933
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
||||||||
Amounts before reclassifications
|
(85
|
)
|
|
(3,331
|
)
|
|
(2,411
|
)
|
|
(5,827
|
)
|
||||
Amounts reclassified
|
4,977
|
|
|
(4,473
|
)
|
|
—
|
|
|
504
|
|
||||
Total other comprehensive income (loss), before tax
|
4,892
|
|
|
(7,804
|
)
|
|
(2,411
|
)
|
|
(5,323
|
)
|
||||
Tax effect
|
181
|
|
|
1,932
|
|
|
1,572
|
|
|
3,685
|
|
||||
Other comprehensive income (loss), net of tax
|
5,073
|
|
|
(5,872
|
)
|
|
(839
|
)
|
|
(1,638
|
)
|
||||
Balance as of November 30, 2019, net of tax
|
$
|
(167,405
|
)
|
|
$
|
9,425
|
|
|
$
|
(70,591
|
)
|
|
$
|
(228,571
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
||||||||
Amounts before reclassifications
|
—
|
|
|
(5,975
|
)
|
|
(8,540
|
)
|
|
(14,515
|
)
|
||||
Amounts reclassified
|
4,977
|
|
|
(1,747
|
)
|
|
—
|
|
|
3,230
|
|
||||
Total other comprehensive income (loss), before tax
|
4,977
|
|
|
(7,722
|
)
|
|
(8,540
|
)
|
|
(11,285
|
)
|
||||
Tax effect
|
(1,231
|
)
|
|
1,910
|
|
|
21
|
|
|
700
|
|
||||
Other comprehensive income (loss), net of tax
|
3,746
|
|
|
(5,812
|
)
|
|
(8,519
|
)
|
|
(10,585
|
)
|
||||
Balance as of February 29, 2020, net of tax
|
$
|
(163,659
|
)
|
|
$
|
3,613
|
|
|
$
|
(79,110
|
)
|
|
$
|
(239,156
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
||||||||
Amounts before reclassifications
|
(340
|
)
|
|
7,795
|
|
|
(12,515
|
)
|
|
(5,060
|
)
|
||||
Amounts reclassified
|
4,977
|
|
|
1,263
|
|
|
—
|
|
|
6,240
|
|
||||
Total other comprehensive income (loss), before tax
|
4,637
|
|
|
9,058
|
|
|
(12,515
|
)
|
|
1,180
|
|
||||
Tax effect
|
(1,147
|
)
|
|
(2,241
|
)
|
|
199
|
|
|
(3,189
|
)
|
||||
Other comprehensive income (loss), net of tax
|
3,490
|
|
|
6,817
|
|
|
(12,316
|
)
|
|
(2,009
|
)
|
||||
Balance as of May 31, 2020, net of tax
|
$
|
(160,169
|
)
|
|
$
|
10,430
|
|
|
$
|
(91,426
|
)
|
|
$
|
(241,165
|
)
|
|
Pension and Other Postretirement Benefits
|
|
Unrealized Net Gain on Available for Sale Investments
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Balance as of August 31, 2018, net of tax
|
$
|
(140,335
|
)
|
|
$
|
8,861
|
|
|
$
|
(5,882
|
)
|
|
$
|
(62,559
|
)
|
|
$
|
(199,915
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
175
|
|
|
—
|
|
|
(317
|
)
|
|
(25
|
)
|
|
(167
|
)
|
|||||
Amounts reclassified
|
2,565
|
|
|
—
|
|
|
(1,475
|
)
|
|
—
|
|
|
1,090
|
|
|||||
Total other comprehensive income (loss), before tax
|
2,740
|
|
|
—
|
|
|
(1,792
|
)
|
|
(25
|
)
|
|
923
|
|
|||||
Tax effect
|
(639
|
)
|
|
—
|
|
|
485
|
|
|
(380
|
)
|
|
(534
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
2,101
|
|
|
—
|
|
|
(1,307
|
)
|
|
(405
|
)
|
|
389
|
|
|||||
Reclassifications
|
416
|
|
|
(8,861
|
)
|
|
983
|
|
|
2,756
|
|
|
(4,706
|
)
|
|||||
Balance as of November 30, 2018, net of tax
|
$
|
(137,818
|
)
|
|
$
|
—
|
|
|
$
|
(6,206
|
)
|
|
$
|
(60,208
|
)
|
|
$
|
(204,232
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
102
|
|
|
—
|
|
|
18,954
|
|
|
3,176
|
|
|
22,232
|
|
|||||
Amounts reclassified
|
2,564
|
|
|
—
|
|
|
(5,677
|
)
|
|
—
|
|
|
(3,113
|
)
|
|||||
Total other comprehensive income (loss), before tax
|
2,666
|
|
|
—
|
|
|
13,277
|
|
|
3,176
|
|
|
19,119
|
|
|||||
Tax effect
|
(664
|
)
|
|
—
|
|
|
(3,308
|
)
|
|
(263
|
)
|
|
(4,235
|
)
|
|||||
Other comprehensive income, net of tax
|
2,002
|
|
|
—
|
|
|
9,969
|
|
|
2,913
|
|
|
14,884
|
|
|||||
Balance as of February 28, 2019, net of tax
|
$
|
(135,816
|
)
|
|
$
|
—
|
|
|
$
|
3,763
|
|
|
$
|
(57,295
|
)
|
|
$
|
(189,348
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts before reclassifications
|
(164
|
)
|
|
—
|
|
|
(19,680
|
)
|
|
(7,725
|
)
|
|
(27,569
|
)
|
|||||
Amounts reclassified
|
2,564
|
|
|
—
|
|
|
(1,385
|
)
|
|
—
|
|
|
1,179
|
|
|||||
Total other comprehensive income (loss), before tax
|
2,400
|
|
|
—
|
|
|
(21,065
|
)
|
|
(7,725
|
)
|
|
(26,390
|
)
|
|||||
Tax effect
|
(904
|
)
|
|
—
|
|
|
5,248
|
|
|
(267
|
)
|
|
4,077
|
|
|||||
Other comprehensive income (loss), net of tax
|
1,496
|
|
|
—
|
|
|
(15,817
|
)
|
|
(7,992
|
)
|
|
(22,313
|
)
|
|||||
Balance as of May 31, 2019, net of tax
|
$
|
(134,320
|
)
|
|
$
|
—
|
|
|
$
|
(12,054
|
)
|
|
$
|
(65,287
|
)
|
|
$
|
(211,661
|
)
|
|
Three Months Ended May 31,
|
||||||||||||||||||||||
|
Qualified
Pension Benefits
|
|
Nonqualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
Components of net periodic benefit costs:
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
10,538
|
|
|
$
|
9,648
|
|
|
$
|
101
|
|
|
$
|
78
|
|
|
$
|
262
|
|
|
$
|
263
|
|
Interest cost
|
5,431
|
|
|
7,099
|
|
|
107
|
|
|
186
|
|
|
187
|
|
|
274
|
|
||||||
Expected return on assets
|
(11,671
|
)
|
|
(11,242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit) amortization
|
45
|
|
|
42
|
|
|
(28
|
)
|
|
(19
|
)
|
|
(111
|
)
|
|
(139
|
)
|
||||||
Actuarial loss (gain) amortization
|
5,396
|
|
|
3,087
|
|
|
25
|
|
|
1
|
|
|
(348
|
)
|
|
(407
|
)
|
||||||
Net periodic benefit cost
|
$
|
9,739
|
|
|
$
|
8,634
|
|
|
$
|
205
|
|
|
$
|
246
|
|
|
$
|
(10
|
)
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended May 31,
|
||||||||||||||||||||||
|
Qualified
Pension Benefits
|
|
Nonqualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
Components of net periodic benefit costs:
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
31,613
|
|
|
$
|
28,944
|
|
|
$
|
304
|
|
|
$
|
233
|
|
|
$
|
787
|
|
|
$
|
790
|
|
Interest cost
|
16,292
|
|
|
21,297
|
|
|
322
|
|
|
560
|
|
|
560
|
|
|
821
|
|
||||||
Expected return on assets
|
(35,013
|
)
|
|
(33,726
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit) amortization
|
134
|
|
|
127
|
|
|
(85
|
)
|
|
(56
|
)
|
|
(334
|
)
|
|
(417
|
)
|
||||||
Actuarial loss (gain) amortization
|
16,187
|
|
|
9,261
|
|
|
74
|
|
|
2
|
|
|
(1,044
|
)
|
|
(1,221
|
)
|
||||||
Settlement loss
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
29,213
|
|
|
$
|
26,072
|
|
|
$
|
615
|
|
|
$
|
739
|
|
|
$
|
(31
|
)
|
|
$
|
(27
|
)
|
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
Three Months Ended May 31, 2020
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues, including intersegment revenues
|
$
|
960,352
|
|
|
$
|
6,340,386
|
|
|
$
|
—
|
|
|
$
|
13,515
|
|
|
$
|
(73,222
|
)
|
|
$
|
7,241,031
|
|
Intersegment revenues
|
(69,433
|
)
|
|
(2,485
|
)
|
|
—
|
|
|
(1,304
|
)
|
|
73,222
|
|
|
—
|
|
||||||
Revenues, net of intersegment revenues
|
$
|
890,919
|
|
|
$
|
6,337,901
|
|
|
$
|
—
|
|
|
$
|
12,211
|
|
|
$
|
—
|
|
|
$
|
7,241,031
|
|
Operating earnings (loss)
|
(56,792
|
)
|
|
95,328
|
|
|
(7,936
|
)
|
|
7,320
|
|
|
—
|
|
|
37,920
|
|
||||||
Interest expense
|
(145
|
)
|
|
16,261
|
|
|
10,176
|
|
|
1,810
|
|
|
(1,441
|
)
|
|
26,661
|
|
||||||
Other income
|
(614
|
)
|
|
(8,294
|
)
|
|
(355
|
)
|
|
(254
|
)
|
|
1,441
|
|
|
(8,076
|
)
|
||||||
Equity income from investments
|
(1,269
|
)
|
|
(7,999
|
)
|
|
(41,264
|
)
|
|
(582
|
)
|
|
—
|
|
|
(51,114
|
)
|
||||||
Income (loss) before income taxes
|
$
|
(54,764
|
)
|
|
$
|
95,360
|
|
|
$
|
23,507
|
|
|
$
|
6,346
|
|
|
$
|
—
|
|
|
$
|
70,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
Three Months Ended May 31, 2019
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues, including intersegment revenues
|
$
|
1,841,290
|
|
|
$
|
6,749,182
|
|
|
$
|
—
|
|
|
$
|
16,418
|
|
|
$
|
(108,949
|
)
|
|
$
|
8,497,941
|
|
Intersegment revenues
|
(103,245
|
)
|
|
(4,067
|
)
|
|
—
|
|
|
(1,637
|
)
|
|
108,949
|
|
|
—
|
|
||||||
Revenues, net of intersegment revenues
|
$
|
1,738,045
|
|
|
$
|
6,745,115
|
|
|
$
|
—
|
|
|
$
|
14,781
|
|
|
$
|
—
|
|
|
$
|
8,497,941
|
|
Operating earnings (loss)
|
572
|
|
|
12,090
|
|
|
(9,040
|
)
|
|
2,622
|
|
|
—
|
|
|
6,244
|
|
||||||
Interest expense
|
1,171
|
|
|
26,675
|
|
|
13,140
|
|
|
3,883
|
|
|
(2,096
|
)
|
|
42,773
|
|
||||||
Other income
|
(1,098
|
)
|
|
(31,685
|
)
|
|
(399
|
)
|
|
(1,852
|
)
|
|
2,096
|
|
|
(32,938
|
)
|
||||||
Equity income from investments
|
(760
|
)
|
|
(4,012
|
)
|
|
(41,959
|
)
|
|
(18,439
|
)
|
|
—
|
|
|
(65,170
|
)
|
||||||
Income before income taxes
|
$
|
1,259
|
|
|
$
|
21,112
|
|
|
$
|
20,178
|
|
|
$
|
19,030
|
|
|
$
|
—
|
|
|
$
|
61,579
|
|
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
Nine Months Ended May 31, 2020
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues, including intersegment revenues
|
$
|
4,550,155
|
|
|
$
|
17,183,820
|
|
|
$
|
—
|
|
|
$
|
43,514
|
|
|
$
|
(316,747
|
)
|
|
$
|
21,460,742
|
|
Intersegment revenues
|
(302,763
|
)
|
|
(9,862
|
)
|
|
—
|
|
|
(4,122
|
)
|
|
316,747
|
|
|
—
|
|
||||||
Revenues, net of intersegment revenues
|
$
|
4,247,392
|
|
|
$
|
17,173,958
|
|
|
$
|
—
|
|
|
$
|
39,392
|
|
|
$
|
—
|
|
|
$
|
21,460,742
|
|
Operating earnings (loss)
|
241,594
|
|
|
88,102
|
|
|
(26,318
|
)
|
|
7,239
|
|
|
—
|
|
|
310,617
|
|
||||||
Interest expense
|
43
|
|
|
57,761
|
|
|
34,277
|
|
|
8,680
|
|
|
(5,718
|
)
|
|
95,043
|
|
||||||
Other income
|
(2,516
|
)
|
|
(31,142
|
)
|
|
(2,272
|
)
|
|
(2,714
|
)
|
|
5,718
|
|
|
(32,926
|
)
|
||||||
Equity (income) loss from investments
|
(2,242
|
)
|
|
830
|
|
|
(104,021
|
)
|
|
(29,741
|
)
|
|
—
|
|
|
(135,174
|
)
|
||||||
Income before income taxes
|
$
|
246,309
|
|
|
$
|
60,653
|
|
|
$
|
45,698
|
|
|
$
|
31,014
|
|
|
$
|
—
|
|
|
$
|
383,674
|
|
Total assets as of May 31, 2020
|
$
|
4,545,401
|
|
|
$
|
6,742,438
|
|
|
$
|
2,743,305
|
|
|
$
|
2,796,080
|
|
|
$
|
—
|
|
|
$
|
16,827,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Energy
|
|
Ag
|
|
Nitrogen Production
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||||
Nine Months Ended May 31, 2019
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues, including intersegment revenues
|
$
|
5,722,338
|
|
|
$
|
18,056,033
|
|
|
$
|
—
|
|
|
$
|
52,179
|
|
|
$
|
(364,781
|
)
|
|
$
|
23,465,769
|
|
Intersegment revenues
|
(348,228
|
)
|
|
(10,976
|
)
|
|
—
|
|
|
(5,577
|
)
|
|
364,781
|
|
|
—
|
|
||||||
Revenues, net of intersegment revenues
|
$
|
5,374,110
|
|
|
$
|
18,045,057
|
|
|
$
|
—
|
|
|
$
|
46,602
|
|
|
$
|
—
|
|
|
$
|
23,465,769
|
|
Operating earnings (loss)
|
537,932
|
|
|
45,088
|
|
|
(24,048
|
)
|
|
11,415
|
|
|
—
|
|
|
570,387
|
|
||||||
Interest expense
|
3,756
|
|
|
73,073
|
|
|
42,161
|
|
|
7,945
|
|
|
(3,985
|
)
|
|
122,950
|
|
||||||
Other income
|
(4,301
|
)
|
|
(64,341
|
)
|
|
(2,362
|
)
|
|
(2,816
|
)
|
|
3,985
|
|
|
(69,835
|
)
|
||||||
Equity (income) loss from investments
|
(1,828
|
)
|
|
(2,675
|
)
|
|
(118,416
|
)
|
|
(50,475
|
)
|
|
—
|
|
|
(173,394
|
)
|
||||||
Income before income taxes
|
$
|
540,305
|
|
|
$
|
39,031
|
|
|
$
|
54,569
|
|
|
$
|
56,761
|
|
|
$
|
—
|
|
|
$
|
690,666
|
|
|
May 31, 2020
|
||||||||||||||
|
|
|
Amounts Not Offset on Condensed Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amount Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amount
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
377,198
|
|
|
$
|
—
|
|
|
$
|
48,562
|
|
|
$
|
328,636
|
|
Foreign exchange derivatives
|
13,828
|
|
|
—
|
|
|
11,728
|
|
|
2,100
|
|
||||
Embedded derivative asset
|
18,636
|
|
|
—
|
|
|
—
|
|
|
18,636
|
|
||||
Total
|
$
|
409,662
|
|
|
$
|
—
|
|
|
$
|
60,290
|
|
|
$
|
349,372
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
282,505
|
|
|
$
|
1,487
|
|
|
$
|
95,559
|
|
|
$
|
185,459
|
|
Foreign exchange derivatives
|
92,962
|
|
|
—
|
|
|
11,728
|
|
|
81,234
|
|
||||
Total
|
$
|
375,467
|
|
|
$
|
1,487
|
|
|
$
|
107,287
|
|
|
$
|
266,693
|
|
|
August 31, 2019
|
||||||||||||||
|
|
|
Amounts Not Offset on Condensed Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amount Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amount
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
215,030
|
|
|
$
|
—
|
|
|
$
|
58,726
|
|
|
$
|
156,304
|
|
Foreign exchange derivatives
|
10,334
|
|
|
—
|
|
|
7,108
|
|
|
3,226
|
|
||||
Embedded derivative asset
|
21,364
|
|
|
—
|
|
|
—
|
|
|
21,364
|
|
||||
Total
|
$
|
246,728
|
|
|
$
|
—
|
|
|
$
|
65,834
|
|
|
$
|
180,894
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
223,410
|
|
|
$
|
4,191
|
|
|
$
|
41,647
|
|
|
$
|
177,572
|
|
Foreign exchange derivatives
|
20,609
|
|
|
—
|
|
|
7,108
|
|
|
13,501
|
|
||||
Total
|
$
|
244,019
|
|
|
$
|
4,191
|
|
|
$
|
48,755
|
|
|
$
|
191,073
|
|
|
May 31, 2020
|
|
August 31, 2019
|
||||||||
|
Long
|
|
Short
|
|
Long
|
|
Short
|
||||
|
(Units in thousands)
|
||||||||||
Grain and oilseed (bushels)
|
673,234
|
|
|
788,434
|
|
|
547,096
|
|
|
717,522
|
|
Energy products (barrels)
|
18,970
|
|
|
9,168
|
|
|
13,895
|
|
|
4,663
|
|
Processed grain and oilseed (tons)
|
858
|
|
|
1,686
|
|
|
597
|
|
|
2,454
|
|
Crop nutrients (tons)
|
144
|
|
|
—
|
|
|
76
|
|
|
23
|
|
Ocean freight (metric tons)
|
435
|
|
|
250
|
|
|
295
|
|
|
85
|
|
Natural gas (MMBtu)
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
Balance Sheet Location
|
|
May 31,
2020 |
|
August 31, 2019
|
||||
|
|
(Dollars in thousands)
|
||||||
Other assets
|
|
$
|
—
|
|
|
$
|
9,841
|
|
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
Gain (Loss) on Fair Value Hedging Relationships
|
|
Location of Gain (Loss)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
(Dollars in thousands)
|
||||||||||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(4,705
|
)
|
|
$
|
(8,122
|
)
|
|
$
|
(1,897
|
)
|
|
$
|
(15,129
|
)
|
Hedged item
|
|
Interest expense
|
|
4,705
|
|
|
8,122
|
|
|
1,897
|
|
|
15,129
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
May 31, 2020
|
|
August 31, 2019
|
||||||||||||
Balance Sheet Location
|
|
Carrying Amount of Hedged Liabilities
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in Carrying Amount of Hedged Liabilities
|
|
Carrying Amount of Hedged Liabilities
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in Carrying Amount of Hedged Liabilities
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
Long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,389
|
|
|
$
|
30,611
|
|
|
|
Derivative Assets
|
|
|
|
Derivative Liabilities
|
||||||||||||
Balance Sheet Location
|
|
May 31, 2020
|
|
August 31, 2019
|
|
Balance Sheet Location
|
|
May 31, 2020
|
|
August 31, 2019
|
||||||||
|
|
(Dollars in thousands)
|
|
|
|
(Dollars in thousands)
|
||||||||||||
Other current assets
|
|
$
|
39,620
|
|
|
$
|
33,179
|
|
|
Other current liabilities
|
|
$
|
15,945
|
|
|
$
|
5,351
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
Commodity derivatives
|
|
$
|
11,081
|
|
|
$
|
(21,029
|
)
|
|
$
|
(4,153
|
)
|
|
$
|
(9,323
|
)
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
Location of Gain
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||
Commodity derivatives
|
Cost of goods sold
|
|
$
|
884
|
|
|
$
|
1,810
|
|
|
$
|
7,862
|
|
|
$
|
9,812
|
|
|
May 31, 2020
|
||||||||||||||
|
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
|
$
|
43,785
|
|
|
$
|
373,033
|
|
|
$
|
—
|
|
|
$
|
416,818
|
|
Foreign exchange derivatives
|
—
|
|
|
13,733
|
|
|
—
|
|
|
13,733
|
|
||||
Deferred compensation assets
|
44,668
|
|
|
—
|
|
|
—
|
|
|
44,668
|
|
||||
Embedded derivative asset
|
—
|
|
|
18,636
|
|
|
—
|
|
|
18,636
|
|
||||
Segregated investments
|
94,233
|
|
|
—
|
|
|
—
|
|
|
94,233
|
|
||||
Other assets
|
5,478
|
|
|
—
|
|
|
—
|
|
|
5,478
|
|
||||
Total
|
$
|
188,164
|
|
|
$
|
405,402
|
|
|
$
|
—
|
|
|
$
|
593,566
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivatives
|
$
|
89,891
|
|
|
$
|
208,559
|
|
|
$
|
—
|
|
|
$
|
298,450
|
|
Foreign exchange derivatives
|
—
|
|
|
92,962
|
|
|
—
|
|
|
92,962
|
|
||||
Total
|
$
|
89,891
|
|
|
$
|
301,521
|
|
|
$
|
—
|
|
|
$
|
391,412
|
|
|
August 31, 2019
|
||||||||||||||
|
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
|
$
|
67,817
|
|
|
$
|
180,392
|
|
|
$
|
—
|
|
|
$
|
248,209
|
|
Foreign exchange derivatives
|
—
|
|
|
10,339
|
|
|
—
|
|
|
10,339
|
|
||||
Interest rate swap derivatives
|
—
|
|
|
9,841
|
|
|
—
|
|
|
9,841
|
|
||||
Deferred compensation assets
|
40,368
|
|
|
—
|
|
|
—
|
|
|
40,368
|
|
||||
Embedded derivative asset
|
—
|
|
|
21,364
|
|
|
—
|
|
|
21,364
|
|
||||
Segregated investments
|
77,777
|
|
|
—
|
|
|
—
|
|
|
77,777
|
|
||||
Other assets
|
6,519
|
|
|
—
|
|
|
—
|
|
|
6,519
|
|
||||
Total
|
$
|
192,481
|
|
|
$
|
221,936
|
|
|
$
|
—
|
|
|
$
|
414,417
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
$
|
40,305
|
|
|
$
|
188,455
|
|
|
$
|
—
|
|
|
$
|
228,760
|
|
Foreign exchange derivatives
|
—
|
|
|
20,701
|
|
|
—
|
|
|
20,701
|
|
||||
Total
|
$
|
40,305
|
|
|
$
|
209,156
|
|
|
$
|
—
|
|
|
$
|
249,461
|
|
|
Three Months Ended May 31, 2020
|
|
Nine Months Ended May 31, 2020
|
||||
|
(Dollars in thousands)
|
||||||
Operating lease expense
|
$
|
17,057
|
|
|
$
|
53,155
|
|
Finance lease expense:
|
|
|
|
||||
Amortization of assets
|
1,908
|
|
|
5,170
|
|
||
Interest on lease liabilities
|
257
|
|
|
742
|
|
||
Short-term lease expense
|
3,108
|
|
|
12,768
|
|
||
Variable lease expense
|
1,176
|
|
|
2,089
|
|
||
Total net lease expense*
|
$
|
23,506
|
|
|
$
|
73,924
|
|
|
Balance Sheet Location
|
|
May 31, 2020
|
||
|
|
|
(Dollars in thousands)
|
||
Operating leases
|
|
|
|
||
Assets
|
|
|
|
||
Operating lease right of use assets
|
Other assets
|
|
$
|
261,125
|
|
Liabilities
|
|
|
|
||
Current operating lease liabilities
|
Accrued expenses
|
|
57,470
|
|
|
Long-term operating lease liabilities
|
Other liabilities
|
|
206,299
|
|
|
Total operating lease liabilities
|
|
$
|
263,769
|
|
|
|
|
|
|
||
Finance leases
|
|
|
|
||
Assets
|
|
|
|
||
Finance lease assets
|
Property, plant and equipment
|
|
$
|
42,854
|
|
Liabilities
|
|
|
|
||
Current finance lease liabilities
|
Current portion of long-term debt
|
|
6,710
|
|
|
Long-term finance lease liabilities
|
Long-term debt
|
|
22,443
|
|
|
Total finance lease liabilities
|
|
$
|
29,153
|
|
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
|
|
||
Operating leases
|
|
8.5
|
|
||
Finance leases
|
|
6.2
|
|
||
|
|
|
|
||
Weighted average discount rate
|
|
|
|
||
Operating leases
|
|
3.13
|
%
|
||
Finance leases
|
|
3.31
|
%
|
|
Nine Months Ended May 31, 2020
|
||
|
(Dollars in thousands)
|
||
Cash paid for amounts included in measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
45,718
|
|
Operating cash flows from finance leases
|
742
|
|
|
Financing cash flows from finance leases
|
5,239
|
|
|
Supplemental noncash information:
|
|
||
Right of use assets obtained in exchange for lease liabilities
|
32,567
|
|
|
Right of use asset modifications
|
6,507
|
|
|
May 31, 2020
|
||||||
|
Finance Leases
|
|
Operating Leases
|
||||
|
(Dollars in thousands)
|
||||||
Remainder of fiscal 2020
|
$
|
1,689
|
|
|
$
|
17,401
|
|
Fiscal 2021
|
7,297
|
|
|
61,134
|
|
||
Fiscal 2022
|
6,141
|
|
|
47,348
|
|
||
Fiscal 2023
|
5,472
|
|
|
37,260
|
|
||
Fiscal 2024
|
3,067
|
|
|
29,368
|
|
||
After fiscal 2024
|
9,339
|
|
|
174,940
|
|
||
Total maturities of lease liabilities
|
33,005
|
|
|
367,451
|
|
||
Less amounts representing interest
|
3,852
|
|
|
103,682
|
|
||
Present value of future minimum lease payments
|
29,153
|
|
|
263,769
|
|
||
Less current obligations
|
6,710
|
|
|
57,470
|
|
||
Long-term obligations
|
$
|
22,443
|
|
|
$
|
206,299
|
|
|
August 31, 2019
|
||||||
|
Capital Leases
|
|
Operating Leases
|
||||
|
(Dollars in thousands)
|
||||||
Fiscal 2020
|
$
|
6,761
|
|
|
$
|
87,168
|
|
Fiscal 2021
|
6,199
|
|
|
57,381
|
|
||
Fiscal 2022
|
5,021
|
|
|
43,665
|
|
||
Fiscal 2023
|
4,548
|
|
|
34,328
|
|
||
Fiscal 2024
|
2,638
|
|
|
26,793
|
|
||
Thereafter
|
6,517
|
|
|
92,653
|
|
||
Total minimum future lease payments
|
31,684
|
|
|
$
|
341,988
|
|
|
Less amount representing interest
|
3,445
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
28,239
|
|
|
|
•
|
Overview
|
•
|
Business Strategy
|
•
|
Fiscal 2020 Third Quarter Highlights
|
•
|
Fiscal 2020 Trends Update
|
•
|
Operating Metrics
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Financing Arrangements
|
•
|
Contractual Obligations
|
•
|
Critical Accounting Policies
|
•
|
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; also serves as a wholesaler and retailer of agronomy products.
|
•
|
Nitrogen Production. Consists solely of our equity method investment in CF Nitrogen and produces and distributes nitrogen fertilizer.
|
•
|
Improved weather conditions during the spring planting season compared to the prior year drove increased volumes and margin across much of our Ag segment during the third quarter of fiscal 2020.
|
•
|
Less advantageous market conditions in our refined fuels business, driven primarily by the recent outbreak and pandemic of the novel coronavirus known as COVID-19 and other factors, resulted in volume and price declines and significantly reduced earnings compared to the prior year.
|
•
|
As more fully described in Note 1, Basis of Presentation and Significant Accounting Policies, of the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, due to the macroeconomic and industry conditions in the early months of the third quarter of fiscal 2020, a goodwill impairment test of a reporting unit and long-lived asset tests in our Ag segment were deemed necessary. As a result of these tests, the estimated fair value of the reporting unit and undiscounted cash flows of the asset groups exceeded the carrying values, and thus no impairments were recorded. We will continue to monitor financial results and projected cash flows to assess whether any impairments may be necessary in the future.
|
•
|
Similar to other energy producers, price declines and volatility associated with the novel coronavirus known as COVID-19 pandemic, impacted our refined fuels business and resulted in a $42.0 million noncash charge to reduce inventories to their market value at the end of the period. This charge may increase or decrease in the fourth quarter of fiscal 2020, based on market prices observed at our fiscal year-end. Any adjustments that exist as of year-end would be considered permanent and incorporated into the LIFO carrying value of the inventories.
|
•
|
As more fully described in Item 4 of Part I of this Quarterly Report on Form 10-Q, we continued dedicating significant internal and external resources, as well as executive and board focus, to improving our control environment.
|
•
|
We responded to the COVID-19 pandemic by implementing significant remote working arrangements for approximately half our global employees, increased hygiene and infection control processes at all of our facilities and developed risk mitigation and exposure policies applicable to our enterprise. The costs of these activities were not and are not expected to be material. In addition, our operations were deemed to be essential infrastructure industries by federal and state governments, which allowed us to continue operating all of our facilities and operations.
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Refinery throughput volumes
|
(Barrels per day)
|
||||||||||
Heavy, high-sulfur crude oil
|
90,118
|
|
|
73,344
|
|
|
90,976
|
|
|
90,261
|
|
All other crude oil
|
61,328
|
|
|
31,043
|
|
|
71,730
|
|
|
53,733
|
|
Other feedstocks and blendstocks
|
6,657
|
|
|
1,402
|
|
|
12,184
|
|
|
9,859
|
|
Total refinery throughput volumes
|
158,103
|
|
|
105,789
|
|
|
174,890
|
|
|
153,853
|
|
Refined fuel yields
|
|
|
|
|
|
|
|
||||
Gasolines
|
73,196
|
|
|
46,457
|
|
|
84,837
|
|
|
71,269
|
|
Distillates
|
68,920
|
|
|
45,508
|
|
|
73,172
|
|
|
64,930
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Market indicators
|
|
|
|
|
|
|
|
||||||||
WTI crude oil (dollars per barrel)
|
$
|
25.22
|
|
|
$
|
61.00
|
|
|
$
|
45.76
|
|
|
$
|
59.55
|
|
WTI - WCS crude oil differential (dollars per barrel)
|
$
|
15.89
|
|
|
$
|
9.67
|
|
|
$
|
16.81
|
|
|
$
|
22.80
|
|
Group 3 2:1:1 crack spread (dollars per barrel)*
|
$
|
9.38
|
|
|
$
|
21.65
|
|
|
$
|
13.69
|
|
|
$
|
18.88
|
|
Group 3 5:3:2 crack spread (dollars per barrel)*
|
$
|
8.26
|
|
|
$
|
21.18
|
|
|
$
|
12.69
|
|
|
$
|
17.61
|
|
D6 ethanol RIN (dollars per RIN)
|
$
|
0.3414
|
|
|
$
|
0.1586
|
|
|
$
|
0.2342
|
|
|
$
|
0.1653
|
|
D4 ethanol RIN (dollars per RIN)
|
$
|
0.5131
|
|
|
$
|
0.3748
|
|
|
$
|
0.5112
|
|
|
$
|
0.4237
|
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
Market Source*
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Commodity prices
|
|
|
|
|
|
|
|
|
|
||||||||
Corn (dollars per bushel)
|
Chicago Board of Trade
|
|
$
|
3.26
|
|
|
$
|
3.79
|
|
|
$
|
3.63
|
|
|
$
|
3.71
|
|
Soybeans (dollars per bushel)
|
Chicago Board of Trade
|
|
$
|
8.59
|
|
|
$
|
8.68
|
|
|
$
|
8.86
|
|
|
$
|
8.75
|
|
Wheat (dollars per bushel)
|
Chicago Board of Trade
|
|
$
|
5.22
|
|
|
$
|
5.32
|
|
|
$
|
5.26
|
|
|
$
|
5.56
|
|
Urea (dollars per ton)
|
Green Markets NOLA
|
|
$
|
239.00
|
|
|
$
|
254.00
|
|
|
$
|
228.00
|
|
|
$
|
268.00
|
|
UAN (dollars per ton)
|
Green Markets NOLA
|
|
$
|
145.00
|
|
|
$
|
166.00
|
|
|
$
|
145.00
|
|
|
$
|
193.00
|
|
Ethanol (dollars per gallon)
|
Chicago Platts
|
|
$
|
1.03
|
|
|
$
|
1.35
|
|
|
$
|
1.29
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes
|
|
|
|
|
|
|
|
|
|
||||||||
Grain and oilseed (thousands of bushels)
|
|
761,645
|
|
|
562,314
|
|
|
1,839,432
|
|
|
1,780,330
|
|
|||||
North American grain and oilseed port throughput (thousands of bushels)
|
|
145,789
|
|
|
149,036
|
|
|
409,739
|
|
|
463,440
|
|
|||||
Crop nutrients (thousands of tons)
|
|
2,319
|
|
|
2,351
|
|
|
5,645
|
|
|
5,300
|
|
|||||
Ethanol (thousands of gallons)
|
|
171,034
|
|
|
231,656
|
|
|
618,834
|
|
|
703,739
|
|
|
Three Months Ended May 31,
|
||||||||||||
|
2020
|
|
% of Revenues
|
|
2019
|
|
% of Revenues
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Revenues
|
$
|
7,241,031
|
|
|
100.0
|
%
|
|
$
|
8,497,941
|
|
|
100.0
|
%
|
Cost of goods sold
|
7,022,672
|
|
|
97.0
|
|
|
8,274,170
|
|
|
97.4
|
|
||
Gross profit
|
218,359
|
|
|
3.0
|
|
|
223,771
|
|
|
2.6
|
|
||
Marketing, general and administrative expenses
|
180,439
|
|
|
2.5
|
|
|
217,527
|
|
|
2.6
|
|
||
Operating earnings
|
37,920
|
|
|
0.5
|
|
|
6,244
|
|
|
0.1
|
|
||
Interest expense
|
26,661
|
|
|
0.4
|
|
|
42,773
|
|
|
0.5
|
|
||
Other income
|
(8,076
|
)
|
|
(0.1
|
)
|
|
(32,938
|
)
|
|
(0.4
|
)
|
||
Equity income from investments
|
(51,114
|
)
|
|
(0.7
|
)
|
|
(65,170
|
)
|
|
(0.8
|
)
|
||
Income before income taxes
|
70,449
|
|
|
1.0
|
|
|
61,579
|
|
|
0.7
|
|
||
Income tax (benefit) expense
|
(27,052
|
)
|
|
(0.4
|
)
|
|
6,866
|
|
|
0.1
|
|
||
Net income
|
97,501
|
|
|
1.3
|
|
|
54,713
|
|
|
0.6
|
|
||
Net (loss) income attributable to noncontrolling interests
|
(147
|
)
|
|
—
|
|
|
93
|
|
|
—
|
|
||
Net income attributable to CHS Inc.
|
$
|
97,648
|
|
|
1.3
|
%
|
|
$
|
54,620
|
|
|
0.6
|
%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income (loss) before income taxes
|
$
|
(54,764
|
)
|
|
$
|
1,259
|
|
|
$
|
(56,023
|
)
|
|
(4,449.8
|
)%
|
•
|
A $42.0 million noncash charge to reduce our refined fuels inventories to their market value at the end of the period.
|
•
|
Lower refined fuels margins due to less advantageous market conditions compared to the same period of the prior year as a result of decreased crack spreads, which were partially offset by improved WCS crude oil differentials experienced on heavy Canadian crude oil processed by our refineries.
|
•
|
Improved propane margins due to hedging gains.
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income before income taxes
|
$
|
95,360
|
|
|
$
|
21,112
|
|
|
$
|
74,248
|
|
|
351.7
|
%
|
•
|
Improved margins and volumes across much of the Ag segment as a result of more favorable weather conditions for spring planting compared to the same period during the prior year as well as improved, but not normalized, trade relations between the United States and foreign trade partners.
|
•
|
The improved volume and margins associated with the spring planting season were partially offset by decreased margins and volumes in our renewable fuels and processing and food ingredients businesses attributable to COVID-19 related demand shocks in food service and transportation sectors.
|
•
|
A combination of lower nongross profit-related expenses contributed to a $29.9 million IBIT increase, primarily related to a $29.5 million loan loss reserve recorded during the three months ended May 31, 2019, that did not reoccur during the three months ended May 31, 2020.
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Nitrogen Production IBIT*
|
$
|
23,507
|
|
|
$
|
20,178
|
|
|
$
|
3,329
|
|
|
16.5
|
%
|
Corporate and Other IBIT
|
$
|
6,346
|
|
|
$
|
19,030
|
|
|
$
|
(12,684
|
)
|
|
(66.7
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Revenues
|
$
|
890,919
|
|
|
$
|
1,738,045
|
|
|
$
|
(847,126
|
)
|
|
(48.7
|
)%
|
•
|
Decreased selling prices and volumes for refined fuels driven by global market conditions, including the impact of COVID-19 demand shock in the transportation sector and product mix, contributed to $713.4 million and $80.4 million decreases in revenues, respectively.
|
•
|
Decreased selling prices for propane driven by global market and weather conditions contributed to a $33.3 million decrease in revenues.
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Revenues
|
$
|
6,337,901
|
|
|
$
|
6,745,115
|
|
|
$
|
(407,214
|
)
|
|
(6.0
|
)%
|
•
|
Decreased prices across most of the Ag segment were driven by global market conditions and product mix. Lower pricing for grain and oilseed contributed to a $484.6 million decrease in revenues and the remaining price decrease was attributed to lower selling prices for agronomy products, feed and farm supplies and renewable fuels.
|
•
|
Volume increases across most of the Ag segment resulted from improved, but not normalized, trade relations between the United States and foreign trade partners and more favorable weather conditions for spring planting compared to the same period of the prior year. Stronger grain and oilseed movement contributed to a $298.2 million increase in revenues with the remaining increase being composed primarily of improved sales volumes of agronomy products and feed and farm supplies used for spring planting. These increased volumes were partially offset by lower volumes of renewable fuels and processing and food ingredients, which experienced lower demand as a result of demand shock in the food service and transportation sectors that followed the COVID-19 pandemic.
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Corporate and Other revenues*
|
$
|
12,211
|
|
|
$
|
14,781
|
|
|
$
|
(2,570
|
)
|
|
(17.4
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
$
|
893,922
|
|
|
$
|
1,693,613
|
|
|
$
|
(799,691
|
)
|
|
(47.2
|
)%
|
•
|
Decreased costs and volumes for refined fuels driven by global market conditions, including the demand shock in the transportation sector that followed the COVID-19 pandemic and product mix, contributed to $635.6 million and $78.5 million decreases in COGS, respectively.
|
•
|
Decreased costs for propane driven by global market conditions contributed to a $63.8 million decrease of COGS.
|
•
|
The decreases were partially offset by a $42.0 million noncash charge to reflect the lower market value of our refined fuels inventories at the end of the period.
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
$
|
6,129,293
|
|
|
$
|
6,580,901
|
|
|
$
|
(451,608
|
)
|
|
(6.9
|
)%
|
•
|
Decreased prices across most of the Ag segment were driven by global market conditions and product mix. Lower prices for grain and oilseed contributed to a $492.3 million decrease of COGS and the remaining price decrease was attributed to lower prices for agronomy products, feed and farm supplies and renewable fuels.
|
•
|
Volume increases across most of the Ag segment resulted from improved, but not normalized, trade relations between the United States and foreign trade partners and more favorable weather conditions for spring planting compared to the same period of the prior year. Stronger grain and oilseed movement contributed to a $298.9 million increase of COGS with the remaining increase being composed primarily of improved sales volumes of agronomy products and feed and farm supplies used for spring planting. These increased volumes were partially offset by lower volumes of renewable fuels and processing and food ingredients, which experienced lower demand as a result of demand shock in the food service and transportation sectors that followed the COVID-19 pandemic.
|
|
Three Months Ended May 31,
|
|
Change
|
||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||
Nitrogen Production COGS
|
$
|
430
|
|
|
$
|
1,076
|
|
|
$
|
(646
|
)
|
|
NM*
|
Corporate and Other COGS
|
$
|
(973
|
)
|
|
$
|
(1,420
|
)
|
|
$
|
447
|
|
|
NM*
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Marketing, general and administrative expenses
|
$
|
180,439
|
|
|
$
|
217,527
|
|
|
$
|
(37,088
|
)
|
|
(17.0
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Interest expense
|
$
|
26,661
|
|
|
$
|
42,773
|
|
|
$
|
(16,112
|
)
|
|
(37.7
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Other income
|
$
|
8,076
|
|
|
$
|
32,938
|
|
|
$
|
(24,862
|
)
|
|
(75.5
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Equity income from investments*
|
$
|
51,114
|
|
|
$
|
65,170
|
|
|
$
|
(14,056
|
)
|
|
(21.6
|
)%
|
|
Three Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income tax (benefit) expense
|
$
|
(27,052
|
)
|
|
$
|
6,866
|
|
|
$
|
(33,918
|
)
|
|
(494.0
|
)%
|
|
Nine Months Ended May 31,
|
||||||||||||
|
2020
|
|
% of Revenues
|
|
2019
|
|
% of Revenues
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Revenues
|
$
|
21,460,742
|
|
|
100.0
|
%
|
|
$
|
23,465,769
|
|
|
100.0
|
%
|
Cost of goods sold
|
20,601,785
|
|
|
96.0
|
|
|
22,343,944
|
|
|
95.2
|
|
||
Gross profit
|
858,957
|
|
|
4.0
|
|
|
1,121,825
|
|
|
4.8
|
|
||
Marketing, general and administrative expenses
|
548,340
|
|
|
2.6
|
|
|
551,438
|
|
|
2.3
|
|
||
Operating earnings
|
310,617
|
|
|
1.4
|
|
|
570,387
|
|
|
2.4
|
|
||
Interest expense
|
95,043
|
|
|
0.4
|
|
|
122,950
|
|
|
0.5
|
|
||
Other income
|
(32,926
|
)
|
|
(0.2
|
)
|
|
(69,835
|
)
|
|
(0.3
|
)
|
||
Equity income from investments
|
(135,174
|
)
|
|
(0.6
|
)
|
|
(173,394
|
)
|
|
(0.7
|
)
|
||
Income before income taxes
|
383,674
|
|
|
1.8
|
|
|
690,666
|
|
|
2.9
|
|
||
Income tax (benefit) expense
|
(18,258
|
)
|
|
(0.1
|
)
|
|
40,534
|
|
|
0.2
|
|
||
Net income
|
401,932
|
|
|
1.9
|
|
|
650,132
|
|
|
2.8
|
|
||
Net income (loss) attributable to noncontrolling interests
|
955
|
|
|
—
|
|
|
(758
|
)
|
|
—
|
|
||
Net income attributable to CHS Inc.
|
$
|
400,977
|
|
|
1.9
|
%
|
|
$
|
650,890
|
|
|
2.8
|
%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income before income taxes
|
$
|
246,309
|
|
|
$
|
540,305
|
|
|
$
|
(293,996
|
)
|
|
(54.4
|
)%
|
•
|
Recognition of an $80.8 million gain associated with certain federal excise tax credits as a reduction of COGS during the second quarter of fiscal 2019 that did not reoccur during the current year.
|
•
|
A $42.0 million noncash charge during the third quarter of fiscal 2020 to reduce our refined fuels inventories to their market value at the end of the period.
|
•
|
Significantly less advantageous market conditions in our refined fuels business compared to the same period of the prior year drove lower margins. These market conditions were driven by a combination of decreased WCS crude oil differentials experienced on heavy Canadian crude oil, which is processed by our refineries, and decreased crack spreads.
|
•
|
The decreased IBIT was partially offset by increased volumes and improved propane margins due to hedging gains and significant propane demand for crop drying and home heating, particularly during the first quarter of fiscal 2020.
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income (loss) before income taxes
|
$
|
60,653
|
|
|
$
|
39,031
|
|
|
$
|
21,622
|
|
|
55.4
|
%
|
•
|
Improved margins across much of the Ag segment as a result of more favorable weather conditions for spring planting compared to the same period during the prior year.
|
•
|
Decreased volumes across much of the Ag segment due to poor weather conditions and a smaller crop to harvest in the fall of 2019 across much of the agricultural region of the United States in which we operate and global trade tensions between the United States and foreign trading partners, particularly during the first half of fiscal 2020. These volume decreases were partially offset by increased volumes associated with agronomy products that were primarily attributable to our acquisition of the remaining 75% ownership interest in WCD on March 1, 2019, the results of which were not included in the entire comparable period of the prior year.
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Nitrogen Production IBIT*
|
$
|
45,698
|
|
|
$
|
54,569
|
|
|
$
|
(8,871
|
)
|
|
(16.3
|
)%
|
Corporate and Other IBIT
|
$
|
31,014
|
|
|
$
|
56,761
|
|
|
$
|
(25,747
|
)
|
|
(45.4
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Revenues
|
$
|
4,247,392
|
|
|
$
|
5,374,110
|
|
|
$
|
(1,126,718
|
)
|
|
(21.0
|
)%
|
•
|
Decreased selling prices for refined fuels and propane were driven by global market conditions, including the impact of COVID-19 and product mix, which contributed to $873.6 million and $162.5 million decreases in revenues, respectively.
|
•
|
A 3% decrease of refined fuels volumes contributed to a $126.3 million decrease in revenues, which was partially offset by a 9% increase of propane volumes that contributed to a $52.5 million increase in revenues. Decreased volumes of refined fuels were attributable primarily to lower demand resulting from demand shock in the transportation sector that followed the COVID-19 pandemic and during the fall harvest as a result of poor weather conditions and a smaller crop to harvest in the fall of 2019 across much of the agricultural region of the United States in which we operate. Increased volumes of propane resulted from significant propane demand for crop drying and home heating, particularly during the first half of fiscal 2020.
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Revenues
|
$
|
17,173,958
|
|
|
$
|
18,045,057
|
|
|
$
|
(871,099
|
)
|
|
(4.8
|
)%
|
•
|
Volume decreases were primarily driven by lower feed and farm supply and grain and oilseed volumes that contributed to $456.4 million and $366.3 million decreases in revenues, respectively. The decreased volumes resulted from a combination of challenges experienced recently in the agricultural commodity market, including poor weather conditions during fiscal 2019 in the agricultural region of the United States that contributed to lower crop yields and fewer acres planted/harvested, and the impact of global trade tensions between the United States and foreign trading partners, particularly during the first half of fiscal 2020. These volume decreases were partially offset by increased volumes associated with agronomy products due to heightened spring demand and the increase in revenues that resulted from the March 1, 2019, acquisition of the remaining 75% ownership interest in WCD that we did not previously own, the results of which were not included in the entire comparable period of the prior year.
|
•
|
Decreased pricing driven by global market conditions and product mix contributed to $345.8 million and $327.5 million decreases in revenues for grain and oilseed and agronomy, respectively. However, these price decreases were partially offset by market-driven price increases for other products, including feed and farm supplies that increased revenues by $413.5 million.
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Corporate and Other revenues*
|
$
|
39,392
|
|
|
$
|
46,602
|
|
|
$
|
(7,210
|
)
|
|
(15.5
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
$
|
3,850,176
|
|
|
$
|
4,692,910
|
|
|
$
|
(842,734
|
)
|
|
(18.0
|
)%
|
•
|
Decreased costs and a 3% volume decrease for refined fuels driven by global market conditions, including the demand shock in the transportation sector that followed the COVID-19 pandemic and product mix, contributed to $527.8 million and $109.8 million decreases in COGS, respectively.
|
•
|
Decreased costs for propane driven by global market and weather conditions and hedging gains contributed to a $153.5 million decrease of COGS, which was partially offset by a $48.0 million increase driven by a 9% volume increase that resulted from significant propane demand for crop drying and home heating during the first half of fiscal 2020.
|
•
|
The decrease was partially offset by a $42.0 million noncash charge to reduce our refined fuels inventories to their market value at the end of the period and recognition of an $80.8 million gain associated with certain federal excise tax credits as a reduction of COGS during the second quarter of fiscal 2019 that did not reoccur during the current year.
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
$
|
16,752,073
|
|
|
$
|
17,653,970
|
|
|
$
|
(901,897
|
)
|
|
(5.1
|
)%
|
•
|
Volume decreases were primarily driven by lower feed and farm supply and grain and oilseed volumes that contributed to $413.5 million and $364.2 million decreases of COGS, respectively. The decreased volumes resulted from a combination of challenges experienced recently in the agricultural commodity market, including poor weather conditions during fiscal 2019 in the agricultural region of the United States that contributed to lower crop yields and fewer acres planted/harvested, and the impact of global trade tensions between the United States and foreign trading partners, particularly the first half of fiscal 2020. These volume decreases were partially offset by increased volumes associated with agronomy products due to heightened spring demand and the increase of COGS that resulted from the March 1, 2019, acquisition of the remaining 75% ownership interest in WCD that we did not previously own, the results of which were not included in the entire comparable period of the prior year.
|
•
|
Decreased pricing driven by global market conditions and product mix contributed to $401.3 million and $301.8 million decreases of COGS for grain and oilseed and agronomy, respectively. However, these price decreases were partially offset by market-driven price increases for other products, including feed and farm supplies that increased COGS by $360.8 million.
|
|
Nine Months Ended May 31,
|
|
Change
|
||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||
Nitrogen Production COGS
|
$
|
1,964
|
|
|
$
|
1,537
|
|
|
$
|
427
|
|
|
NM*
|
Corporate and Other COGS
|
$
|
(2,428
|
)
|
|
$
|
(4,473
|
)
|
|
$
|
2,045
|
|
|
NM*
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Marketing, general and administrative expenses
|
$
|
548,340
|
|
|
$
|
551,438
|
|
|
$
|
(3,098
|
)
|
|
(0.6
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Interest expense
|
$
|
95,043
|
|
|
$
|
122,950
|
|
|
$
|
(27,907
|
)
|
|
(22.7
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Other income
|
$
|
32,926
|
|
|
$
|
69,835
|
|
|
$
|
(36,909
|
)
|
|
(52.9
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Equity income from investments*
|
$
|
135,174
|
|
|
$
|
173,394
|
|
|
$
|
(38,220
|
)
|
|
(22.0
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Income tax (benefit) expense
|
$
|
(18,258
|
)
|
|
$
|
40,534
|
|
|
$
|
(58,792
|
)
|
|
(145.0
|
)%
|
|
Nine Months Ended May 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percent
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Net cash provided by operating activities
|
$
|
525,843
|
|
|
$
|
129,911
|
|
|
$
|
395,932
|
|
|
304.8
|
%
|
Net cash used in investing activities
|
(48,533
|
)
|
|
(592,490
|
)
|
|
543,957
|
|
|
91.8
|
%
|
|||
Net cash (used in) provided by financing activities
|
(292,207
|
)
|
|
174,343
|
|
|
(466,550
|
)
|
|
(267.6
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(786
|
)
|
|
(382
|
)
|
|
(404
|
)
|
|
(105.8
|
)%
|
|||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
$
|
184,317
|
|
|
$
|
(288,618
|
)
|
|
$
|
472,935
|
|
|
163.9
|
%
|
•
|
Capital expenditures. We expect total capital expenditures for fiscal 2020 to be approximately $457.0 million, compared to capital expenditures of $443.2 million in fiscal 2019. During the nine months ended May 31, 2020, we acquired property, plant and equipment of $316.5 million.
|
•
|
Debt and interest. We expect to repay approximately $39.2 million of long-term debt and finance lease obligations and incur interest payments related to long-term debt of approximately $76.2 million during fiscal 2020. During the nine months ended May 31, 2020, we repaid $20.0 million of scheduled long-term debt maturities.
|
•
|
Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding at May 31, 2020. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2020.
|
•
|
Patronage. Our Board of Directors authorized approximately $90.0 million of our fiscal 2019 patronage sourced earnings to be paid to our member owners during fiscal 2020.
|
•
|
Equity redemptions. Our Board of Directors authorized and we expect total redemptions of approximately $100.0 million to be distributed in fiscal 2020 in the form of redemptions of qualified and nonqualified equity owned by individual producer members and association members. During the nine months ended May 31, 2020, we redeemed $86.3 million of member equity.
|
Primary Revolving
Credit Facilities
|
|
Maturities
|
|
Total Capacity
|
|
Borrowings Outstanding
|
|
Interest Rates: Based on All Tier Levels for Revolver and Capacity of Uncommitted
|
||||
|
|
(Fiscal Year)
|
|
(Dollars in thousands)
|
|
|||||||
Committed five-year unsecured facility
|
|
2024
|
|
$
|
2,750,000
|
|
|
$
|
800,000
|
|
|
LIBOR or Base Rate + 0.00% to 1.55%
|
Uncommitted bilateral facilities
|
|
2020
|
|
330,000
|
|
|
200,000
|
|
|
LIBOR or Base Rate + 0.00% to 1.375%
|
|
May 31,
2020 |
|
August 31,
2019 |
||||
|
(Dollars in thousands)
|
||||||
Private placement debt
|
$
|
1,365,316
|
|
|
$
|
1,379,840
|
|
Bank financing
|
366,000
|
|
|
366,000
|
|
||
Finance lease obligations
|
29,153
|
|
|
28,239
|
|
||
Other notes and contract payable
|
35,241
|
|
|
18,601
|
|
||
Deferred financing costs
|
(3,143
|
)
|
|
(3,569
|
)
|
||
|
$
|
1,792,567
|
|
|
$
|
1,789,111
|
|
|
|
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
|
•
|
Held bi-weekly steering committee meetings consisting of senior finance, legal, information technology ("IT"), operational and human resources leaders to oversee the design and implementation of remediation plans.
|
•
|
Continued developing, executing and monitoring detailed remediation plans in response to each of the remaining previously identified material weaknesses.
|
•
|
Continued execution of our plans designed to remediate the two remaining previously identified material weaknesses, including (1) implementing and reinforcing an adequate process for monitoring proper functioning of internal controls to verify that our accounting policies and procedures are consistently and adequately being performed as relevant by a sufficient number of resources with appropriate knowledge and training and (2) designing and maintaining effective controls over certain IT general controls for information systems that are relevant to the preparation of our financial statements and testing the effectiveness of remediated controls.
|
•
|
Continued hiring for our teams in functional areas as necessary to ensure the size and skill set of those teams is adequate given the size, scale and complexity of our organization, industry and required internal controls over financial reporting.
|
Exhibit
|
Description
|
Omnibus Amendment No. 6, dated as of May 1, 2020, by and among Cofina Funding, LLC, as seller, CHS Inc., as servicer and as an originator, CHS Capital, LLC, as an originator, each of the conduit purchasers, committed purchasers and purchaser agents set forth on the signature pages thereto and MUFG Bank Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following financial information from the CHS Inc. Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2020, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements.
|
Date:
|
July 7, 2020
|
|
By:
|
|
/s/ Olivia Nelligan
|
|
|
|
|
|
Olivia Nelligan
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2020, 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(s) 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(s) 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 Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2020, 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(s) 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(s) 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/ Olivia Nelligan
|
|
Olivia Nelligan
|
|
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
|
|
July 7, 2020
|
(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/ Olivia Nelligan
|
|
Olivia Nelligan
|
|
Executive Vice President and Chief Financial Officer
|
|
July 7, 2020
|