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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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August 31, 2012
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Minnesota
(State or other jurisdiction of
incorporation or organization)
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41-0251095
(I.R.S. Employer
Identification Number)
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5500 Cenex Drive
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Inver Grove Heights, Minnesota 55077
(Address of principal executive office,
including zip code)
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(651) 355-6000
(Registrant’s Telephone number,
including area code)
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8% Cumulative Redeemable Preferred Stock
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The NASDAQ Stock Market LLC
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(Title of Class)
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(Name of Each Exchange on Which Registered)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
No.
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EX-10.11.A
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EX-10.46
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EX-10.52.D
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EX-21.1
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EX-23.1
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EX-24.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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B
usiness Segment
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E
ntity Name
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B
usiness Activity
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CHS
Ownership%
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Income
Recognition
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Energy
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National Cooperative Refinery Association
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Petroleum refining
|
74.5
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%
|
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Consolidated
|
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Front Range Pipeline, LLC
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Crude oil transportation
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100
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%
|
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Consolidated
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Cenex Pipeline, LLC
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Finished product transportation
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100
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%
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Consolidated
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Ag
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CHS do Brasil Ltda.
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Grain procurement and merchandising in Brazil
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100
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%
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Consolidated
|
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TEMCO, LLC
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Grain exporter
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50
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%
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Equity Method
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CHS Europe S.A.
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Grain merchandising in Europe
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100
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%
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Consolidated
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CHS Ukraine, LLC
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Grain procurement and merchandising in Ukraine
|
100
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%
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Consolidated
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ACG Trade S.A.
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Grain procurement and merchandising in Russia
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100
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%
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Consolidated
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CHSINC Iberica S.L.
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Grain merchandising in Spain
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100
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%
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Consolidated
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CHS de Argentina S.A.
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Grain merchandising in Argentina
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100
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%
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Consolidated
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CHS Argritrade Bulgaria LTD
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Grain procurement and merchandising in Bulgaria
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100
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%
|
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Consolidated
|
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CHS Argritrade Hungary LTD
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Grain procurement and merchandising in Hungary
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100
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%
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Consolidated
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CHS Argritrade Romania S.R.L.
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Grain procurement and merchandising in Romania
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100
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%
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Consolidated
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|
CHS Serbia D.O.O. Novi Sad
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Grain procurement and merchandising in Serbia
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100
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%
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Consolidated
|
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Agromarket, LLC
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Grain procurement and merchandising in Russia
|
100
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%
|
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Consolidated
|
|
S.C. Silotrans S.R.L.
|
Romanian grain terminal port facility
|
96
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%
|
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Consolidated
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CZL LTD
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Grain procurement and merchandising in Japan
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51
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%
|
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Consolidated
|
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CHS Singapore Trading Company PTE. LTD.
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Grain procurement and merchandising in Asia Pacific region
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100
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%
|
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Consolidated
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CHS (Shanghai) Trading Co., Ltd.
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Grain merchandising in China
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100
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%
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Consolidated
|
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CHS Israel Protein Foods LTD
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Israeli soybean processing and textured soy production facilities
|
100
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%
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Consolidated
|
|
S.P.E. CHS Plant Extracts LTD
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Israeli textured soy production facility
|
100
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%
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Consolidated
|
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Solbar Ningbo Food, Ltd.
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Chinese textured soy production facility
|
100
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%
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Consolidated
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Corporate and Other
|
Ventura Foods, LLC
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Food manufacturing and distributing
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50
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%
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Equity Method
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Horizon Milling, LLC
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Wheat milling in U.S.
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24
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%
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Equity Method
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Horizon Milling General Partnership
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Wheat milling in Canada
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24
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%
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Equity Method
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CHS Hedging Inc.
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Risk management products broker
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100
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%
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Consolidated
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Ag States Agency, LLC
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Insurance agency
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100
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%
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Consolidated
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CHS Capital, LLC
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Finance company
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100
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%
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Consolidated
|
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2012
|
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2011
|
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2010
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||||||
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(Dollars in thousands)
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||||||||||
Revenues
|
$
|
12,816,542
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|
|
$
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11,467,381
|
|
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$
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8,799,890
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|
Cost of goods sold
|
11,514,463
|
|
|
10,694,687
|
|
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8,437,504
|
|
|||
Gross profit
|
1,302,079
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|
|
772,694
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|
|
362,386
|
|
|||
Marketing, general and administrative
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155,786
|
|
|
142,708
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|
|
123,834
|
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|||
Operating earnings
|
1,146,293
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|
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629,986
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|
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238,552
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|||
Loss (gain) on investments
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4,008
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1,027
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(269
|
)
|
|||
Interest, net
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122,302
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|
|
5,829
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9,939
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|||
Equity income from investments
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(7,537
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)
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(6,802
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)
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(5,554
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)
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|||
Income before income taxes
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$
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1,027,520
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$
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629,932
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|
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$
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234,436
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Intersegment revenues
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$
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(467,583
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)
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$
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(383,389
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)
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|
$
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(295,536
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)
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Total identifiable assets at period end
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$
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3,684,571
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$
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3,883,205
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$
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3,004,471
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2012
|
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2011
|
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2010
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||||||
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(Dollars in thousands)
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||||||||||
Revenues
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$
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28,181,445
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$
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25,767,033
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$
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16,715,055
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Cost of goods sold
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27,544,040
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25,204,301
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|
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16,258,679
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|||
Gross profit
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637,405
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|
|
562,732
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|
|
456,376
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|
|||
Marketing, general and administrative
|
273,757
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|
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229,369
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|
|
187,640
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|
|||
Operating earnings
|
363,648
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|
|
333,363
|
|
|
268,736
|
|
|||
Loss (gain) on investments
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1,049
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(118,344
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)
|
|
(421
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)
|
|||
Interest, net
|
57,915
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|
|
57,438
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|
|
33,039
|
|
|||
Equity income from investments
|
(22,737
|
)
|
|
(40,482
|
)
|
|
(31,248
|
)
|
|||
Income before income taxes
|
$
|
327,421
|
|
|
$
|
434,751
|
|
|
$
|
267,366
|
|
Total identifiable assets — August 31
|
$
|
6,816,809
|
|
|
$
|
5,276,537
|
|
|
$
|
3,847,518
|
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•
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levels of worldwide and domestic supplies;
|
•
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capacities of domestic and foreign refineries;
|
•
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the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree to and maintain oil price and production controls, and the price and level of foreign imports;
|
•
|
disruption in supply;
|
•
|
political instability or armed conflict in oil-producing regions;
|
•
|
the level of consumer demand;
|
•
|
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;
|
•
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our corporate headquarters, the facilities we own, or the significant inventories that we carry could be damaged or destroyed by catastrophic events, extreme weather conditions or contamination;
|
•
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someone may accidentally or intentionally introduce a computer virus to our information technology systems; 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, the affects of which could be significant.
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Refinery
|
Laurel, Montana
|
Propane terminals
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Glenwood, Minnesota; Black Creek, Wisconsin (leased to another entity)
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Transportation terminals/repair facilities
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13 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Texas, Washington and Wisconsin, 2 of which are leased
|
Petroleum and asphalt terminals/storage facilities
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11 locations in Montana, North Dakota and Wisconsin
|
Pump stations
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11 locations in Montana and North Dakota
|
Pipelines:
|
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Cenex Pipeline, LLC
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Laurel, Montana to Fargo, North Dakota
|
Front Range Pipeline, LLC
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Canadian border to Laurel, Montana and on to Billings, Montana
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Convenience stores/gas stations
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68 locations in Idaho, Minnesota, Montana, North Dakota, South Dakota, Washington and Wyoming, 20 of which are leased. We own an additional 4 locations which we do not operate, but are on capital leases to others
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Lubricant plants/warehouses
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3 locations in Minnesota, Ohio and Texas, 1 of which is leased
|
Refinery
|
McPherson, Kansas
|
Petroleum terminals/storage
|
2 locations in Iowa and Kansas
|
Pipeline
|
McPherson, Kansas to Council Bluffs, Iowa
|
Jayhawk Pipeline, LLC
|
Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
|
Jayhawk stations
|
26 locations located in Kansas, Nebraska and Oklahoma
|
Osage Pipeline (50% owned by NCRA)
|
Oklahoma to Kansas
|
Kaw Pipeline (67% owned by NCRA)
|
Throughout Kansas
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
40,599,286
|
|
|
$
|
36,915,834
|
|
|
$
|
25,267,931
|
|
|
$
|
25,729,916
|
|
|
$
|
32,167,461
|
|
Cost of goods sold
|
38,588,143
|
|
|
35,512,988
|
|
|
24,397,410
|
|
|
24,849,901
|
|
|
30,993,899
|
|
|||||
Gross profit
|
2,011,143
|
|
|
1,402,846
|
|
|
870,521
|
|
|
880,015
|
|
|
1,173,562
|
|
|||||
Marketing, general and administrative
|
498,233
|
|
|
438,498
|
|
|
366,582
|
|
|
355,299
|
|
|
329,965
|
|
|||||
Operating earnings
|
1,512,910
|
|
|
964,348
|
|
|
503,939
|
|
|
524,716
|
|
|
843,597
|
|
|||||
Loss (gain) on investments
|
5,465
|
|
|
(126,729
|
)
|
|
(29,433
|
)
|
|
56,305
|
|
|
(29,193
|
)
|
|||||
Interest, net
|
193,263
|
|
|
74,835
|
|
|
58,324
|
|
|
70,487
|
|
|
76,460
|
|
|||||
Equity income from investments
|
(102,389
|
)
|
|
(131,414
|
)
|
|
(108,787
|
)
|
|
(105,754
|
)
|
|
(150,413
|
)
|
|||||
Income before income taxes
|
1,416,571
|
|
|
1,147,656
|
|
|
583,835
|
|
|
503,678
|
|
|
946,743
|
|
|||||
Income taxes
|
80,852
|
|
|
86,628
|
|
|
48,438
|
|
|
63,304
|
|
|
71,861
|
|
|||||
Net income
|
1,335,719
|
|
|
1,061,028
|
|
|
535,397
|
|
|
440,374
|
|
|
874,882
|
|
|||||
Net income attributable to noncontrolling interests
|
75,091
|
|
|
99,673
|
|
|
33,238
|
|
|
58,967
|
|
|
71,837
|
|
|||||
Net income attributable to CHS Inc.
|
$
|
1,260,628
|
|
|
$
|
961,355
|
|
|
$
|
502,159
|
|
|
$
|
381,407
|
|
|
$
|
803,045
|
|
Balance Sheet Data (August 31):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
$
|
2,848,462
|
|
|
$
|
2,776,492
|
|
|
$
|
1,603,994
|
|
|
$
|
1,626,352
|
|
|
$
|
1,738,600
|
|
Net property, plant and equipment
|
2,786,324
|
|
|
2,420,214
|
|
|
2,253,071
|
|
|
2,099,325
|
|
|
1,948,305
|
|
|||||
Total assets
|
13,423,151
|
|
|
12,217,010
|
|
|
8,666,128
|
|
|
7,869,845
|
|
|
8,771,978
|
|
|||||
Long-term debt, including current maturities
|
1,440,353
|
|
|
1,501,997
|
|
|
986,241
|
|
|
1,071,953
|
|
|
1,194,855
|
|
|||||
Total equities
|
4,473,323
|
|
|
4,265,320
|
|
|
3,604,451
|
|
|
3,333,164
|
|
|
3,161,418
|
|
|
Energy
|
|
Ag
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
12,816,542
|
|
|
$
|
11,467,381
|
|
|
$
|
8,799,890
|
|
|
$
|
28,181,445
|
|
|
$
|
25,767,033
|
|
|
$
|
16,715,055
|
|
Cost of goods sold
|
11,514,463
|
|
|
10,694,687
|
|
|
8,437,504
|
|
|
27,544,040
|
|
|
25,204,301
|
|
|
16,258,679
|
|
||||||
Gross profit
|
1,302,079
|
|
|
772,694
|
|
|
362,386
|
|
|
637,405
|
|
|
562,732
|
|
|
456,376
|
|
||||||
Marketing, general and administrative
|
155,786
|
|
|
142,708
|
|
|
123,834
|
|
|
273,757
|
|
|
229,369
|
|
|
187,640
|
|
||||||
Operating earnings
|
1,146,293
|
|
|
629,986
|
|
|
238,552
|
|
|
363,648
|
|
|
333,363
|
|
|
268,736
|
|
||||||
Loss (gain) on investments
|
4,008
|
|
|
1,027
|
|
|
(269
|
)
|
|
1,049
|
|
|
(118,344
|
)
|
|
(421
|
)
|
||||||
Interest, net
|
122,302
|
|
|
5,829
|
|
|
9,939
|
|
|
57,915
|
|
|
57,438
|
|
|
33,039
|
|
||||||
Equity income from investments
|
(7,537
|
)
|
|
(6,802
|
)
|
|
(5,554
|
)
|
|
(22,737
|
)
|
|
(40,482
|
)
|
|
(31,248
|
)
|
||||||
Income before income taxes
|
$
|
1,027,520
|
|
|
$
|
629,932
|
|
|
$
|
234,436
|
|
|
$
|
327,421
|
|
|
$
|
434,751
|
|
|
$
|
267,366
|
|
Intersegment revenues
|
$
|
(467,583
|
)
|
|
$
|
(383,389
|
)
|
|
$
|
(295,536
|
)
|
|
|
|
|
|
|
|
|
|
|||
Total identifiable assets — August 31
|
$
|
3,684,571
|
|
|
$
|
3,883,205
|
|
|
$
|
3,004,471
|
|
|
$
|
6,816,809
|
|
|
$
|
5,276,537
|
|
|
$
|
3,847,518
|
|
|
Corporate and Other
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
68,882
|
|
|
$
|
64,809
|
|
|
$
|
48,522
|
|
Cost of goods sold
|
(2,777
|
)
|
|
(2,611
|
)
|
|
(3,237
|
)
|
|||
Gross profit
|
71,659
|
|
|
67,420
|
|
|
51,759
|
|
|||
Marketing, general and administrative
|
68,690
|
|
|
66,421
|
|
|
55,108
|
|
|||
Operating earnings (losses)
|
2,969
|
|
|
999
|
|
|
(3,349
|
)
|
|||
Loss (gain) on investments
|
408
|
|
|
(9,412
|
)
|
|
(28,743
|
)
|
|||
Interest, net
|
13,046
|
|
|
11,568
|
|
|
15,346
|
|
|||
Equity income from investments
|
(72,115
|
)
|
|
(84,130
|
)
|
|
(71,985
|
)
|
|||
Income before income taxes
|
$
|
61,630
|
|
|
$
|
82,973
|
|
|
$
|
82,033
|
|
Intersegment revenues
|
|
|
|
|
|
|
|
||||
Total identifiable assets — August 31
|
$
|
2,921,771
|
|
|
$
|
3,057,268
|
|
|
$
|
1,814,139
|
|
2013
|
$
|
108,211
|
|
2014
|
161,986
|
|
|
2015
|
163,647
|
|
|
2016
|
130,044
|
|
|
2017
|
150,213
|
|
|
Thereafter
|
726,252
|
|
|
|
$
|
1,440,353
|
|
|
Payments Due by Period
|
||||||||||||||||||
C
ontractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than
5 Years
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Notes payable(1)
|
$
|
803,623
|
|
|
$
|
803,623
|
|
|
|
|
|
|
|
|
|
|
|||
Long-term debt(1)
|
1,440,353
|
|
|
108,211
|
|
|
$
|
325,633
|
|
|
$
|
280,257
|
|
|
$
|
726,252
|
|
||
Interest payments(2)
|
366,800
|
|
|
74,601
|
|
|
114,255
|
|
|
81,121
|
|
|
96,823
|
|
|||||
Operating leases
|
203,009
|
|
|
48,959
|
|
|
73,023
|
|
|
55,293
|
|
|
25,734
|
|
|||||
Purchase obligations(3)
|
9,035,609
|
|
|
8,418,568
|
|
|
231,718
|
|
|
127,088
|
|
|
258,235
|
|
|||||
Mandatorily redeemable
noncontrolling interests(4)
|
350,550
|
|
|
65,981
|
|
|
131,962
|
|
|
153,021
|
|
|
—
|
|
|||||
Accrued liability for contingent
crack spread payments related
to purchase of noncontrolling
interests(1)(5)
|
127,516
|
|
|
|
|
34,489
|
|
|
63,914
|
|
|
29,113
|
|
||||||
Other liabilities(6)
|
55,213
|
|
|
|
|
|
30,243
|
|
|
12,657
|
|
|
12,313
|
|
|||||
Total obligations
|
$
|
12,382,673
|
|
|
$
|
9,519,943
|
|
|
$
|
941,323
|
|
|
$
|
773,351
|
|
|
$
|
1,148,470
|
|
(1)
|
Included on our Consolidated Balance Sheet.
|
(2)
|
Based on interest rates and long-term debt balances as of August 31, 2012.
|
(3)
|
Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and time of the transactions. Of our total purchase obligations at August 31, 2012, $2,483.6 million is included in accounts payable and accrued expenses on our Consolidated Balance Sheet.
|
(4)
|
The present value, totaling $334.7 million, of the future payments is recorded on the Consolidated Balance Sheet.
|
(5)
|
Based on estimated fair value at August 31, 2012.
|
(6)
|
Other liabilities include the long-term portion of deferred compensation and contractual redemptions. Of our total other liabilities on our Consolidated Balance Sheet at August 31, 2012, in the amount of $277.8 million, the timing of the payments of $222.6 million of such liabilities cannot be determined.
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Variable rate miscellaneous short-
term notes payable
|
$
|
269,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
269,783
|
|
|
$
|
269,783
|
|
|||||
Average interest rate
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.6
|
%
|
|
|
|
||||||||
Variable rate CHS Capital short-
term notes payable
|
$
|
533,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
533,839
|
|
|
$
|
533,839
|
|
|||||
Average interest rate
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7
|
%
|
|
|
|
||||||||
Fixed rate long-term debt
|
$
|
108,211
|
|
|
$
|
161,986
|
|
|
$
|
163,647
|
|
|
$
|
130,044
|
|
|
$
|
150,213
|
|
|
$
|
726,252
|
|
|
$
|
1,440,353
|
|
|
$
|
1,491,852
|
|
Average interest rate
|
5.6
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|
6.0
|
%
|
|
5.7
|
%
|
|
4.6
|
%
|
|
5.2
|
%
|
|
|
|
||||||||
Interest Rate Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Variable to fixed CHS Capital notes
payable interest rate swaps
|
$
|
12,532
|
|
|
$
|
12,215
|
|
|
$
|
11,548
|
|
|
$
|
10,046
|
|
|
$
|
3,486
|
|
|
$
|
3,486
|
|
|
$
|
53,313
|
|
|
$
|
544
|
|
Average pay rate(a)
|
range
|
|
|
range
|
|
|
range
|
|
|
range
|
|
|
range
|
|
|
range
|
|
|
|
|
|
|
|
||||||||
Average receive rate(b)
|
0.24
|
%
|
|
0.24
|
%
|
|
0.24
|
%
|
|
0.24
|
%
|
|
0.24
|
%
|
|
0.24
|
%
|
|
|
|
|
|
|
(a)
|
Swaps expiring in fiscal 2013 through fiscal 2018 (16 total) with a range of rates from 1.98% to 5.02%
|
(b)
|
One month London Interbank Offered Rate (LIBOR) at August 31, 2012
|
|
November 30,
2011
|
|
February 29,
2012
|
|
May 31,
2012
|
|
August 31,
2012
|
||||||||
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||
Revenues
|
$
|
9,734,159
|
|
|
$
|
8,843,812
|
|
|
$
|
11,022,955
|
|
|
$
|
10,998,360
|
|
Gross profit
|
640,007
|
|
|
231,577
|
|
|
616,256
|
|
|
523,303
|
|
||||
Income before income taxes
|
530,847
|
|
|
89,858
|
|
|
440,718
|
|
|
355,148
|
|
||||
Net income
|
488,882
|
|
|
79,235
|
|
|
406,718
|
|
|
360,884
|
|
||||
Net income attributable to CHS Inc.
|
416,208
|
|
|
78,470
|
|
|
405,062
|
|
|
360,888
|
|
|
November 30,
2010
|
|
February 28,
2011
|
|
May 31,
2011
|
|
August 31,
2011
|
||||||||
Revenues
|
$
|
8,135,104
|
|
|
$
|
7,706,119
|
|
|
$
|
10,471,672
|
|
|
$
|
10,602,939
|
|
Gross profit
|
309,076
|
|
|
292,923
|
|
|
439,488
|
|
|
361,359
|
|
||||
Income before income taxes
|
231,226
|
|
|
214,160
|
|
|
465,766
|
|
|
236,504
|
|
||||
Net income
|
206,335
|
|
|
211,819
|
|
|
405,917
|
|
|
236,957
|
|
||||
Net income attributable to CHS Inc.
|
201,725
|
|
|
194,598
|
|
|
358,484
|
|
|
206,548
|
|
Name and Address
|
Age
|
|
Director
Region
|
|
Since
|
||
Donald Anthony
|
62
|
|
|
8
|
|
|
2006
|
43970 Road 758
Lexington, NE 68850-3745
|
|
|
|
|
|
|
|
Robert Bass
|
58
|
|
|
5
|
|
|
1994
|
E 6391 Bass Road
Reedsburg, WI 53959
|
|
|
|
|
|
|
|
David Bielenberg
|
63
|
|
|
6
|
|
|
2009
|
16425 Herigstad Road NE
Silverton, OR 97381
|
|
|
|
|
|
|
|
Clinton J. Blew
|
35
|
|
|
8
|
|
|
2010
|
16304 S. Fall Street
Hutchinson, KS 67501
|
|
|
|
|
|
|
|
Dennis Carlson
|
51
|
|
|
3
|
|
|
2001
|
3152 — 51st Street
Mandan, ND 58554
|
|
|
|
|
|
|
|
Curt Eischens
|
60
|
|
|
1
|
|
|
1990
|
2153 — 330th Street North
Minnesota, MN 56264-1880
|
|
|
|
|
|
|
|
Jon Erickson
|
52
|
|
|
3
|
|
|
2011
|
17503 — 46th Street SW
Minot, ND 58701 |
|
|
|
|
|
|
|
Steve Fritel
|
57
|
|
|
3
|
|
|
2003
|
2851 — 77th Street NE
Barton, ND 58384
|
|
|
|
|
|
|
|
Jerry Hasnedl
|
66
|
|
|
1
|
|
|
1995
|
12276 — 150th Avenue SE
St. Hilaire, MN 56754 -9776
|
|
|
|
|
|
|
|
David Kayser
|
53
|
|
|
4
|
|
|
2006
|
42046 — 257th Street
Alexandria, SD 57311
|
|
|
|
|
|
|
|
Randy Knecht
|
62
|
|
|
4
|
|
|
2001
|
40193 — 112th Street
Houghton, SD 57449
|
|
|
|
|
|
|
|
Greg Kruger
|
53
|
|
|
5
|
|
|
2008
|
N 49494 County Road Y
Eleva, WI 54738
|
|
|
|
|
|
|
|
Edward Malesich
|
59
|
|
|
2
|
|
|
2011
|
9575 MT Highway 41C
Dillon, MT 59725 |
|
|
|
|
|
|
|
Michael Mulcahey
|
64
|
|
|
1
|
|
|
2003
|
8109 — 360th Avenue
Waseca, MN 56093
|
|
|
|
|
|
|
|
Steve Riegel
|
60
|
|
|
8
|
|
|
2006
|
Name and Address
|
Age
|
|
Director
Region
|
|
Since
|
||
12748 Ridge Road
Ford, KS 67842
|
|
|
|
|
|
|
|
Daniel Schurr
|
47
|
|
|
7
|
|
|
2006
|
3009 Wisconsin Street
LeClaire, IA 52753
|
|
|
|
|
|
|
|
Michael Toelle
|
50
|
|
|
1
|
|
|
1992
|
5085 St. Anthony Drive
Browns Valley, MN 56219
|
|
|
|
|
|
|
|
•
|
At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.
|
•
|
At the time of the election, the individual must be less than the age of 68.
|
•
|
The individual must be a member of this cooperative 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)
|
Michael Mulcahey
|
Region 3 (North Dakota)
|
Steve Fritel
|
Region 4 (South Dakota)
|
David Kayser
|
Region 6 (Idaho, Oregon, Washington, Utah, Alaska, Arizona, California, Hawaii, Nevada)
|
David Bielenberg
|
Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma, Texas)
|
Don Anthony
|
Name
|
Age
|
Position
|
|
Carl Casale
|
51
|
|
President and Chief Executive Officer
|
Jay Debertin
|
52
|
|
Executive Vice President and Chief Operating Officer, Energy and Foods
|
Lynden Johnson
|
52
|
|
Executive Vice President, Business Solutions
|
David Kastelic
|
57
|
|
Executive Vice President and Chief Financial Officer
|
Patrick Kluempke
|
64
|
|
Executive Vice President, Corporate Services
|
John McEnroe
|
57
|
|
Executive Vice President, Country Operations
|
Mark Palmquist
|
55
|
|
Executive Vice President and Chief Operating Officer, Ag Business
|
Lisa Zell
|
44
|
|
Executive Vice President and General Counsel
|
•
|
Maintaining a strong external market focus in order to attract and retain top talent by:
|
•
|
Aligning pay structures and total direct compensation at the market median through our benchmarking process
|
•
|
Obtaining applicable and available survey data of similar sized companies
|
•
|
Maintaining reasonable internal pay equity among executives in order to allow for broad-based development opportunities in support of our talent management objectives
|
•
|
Driving strong business performance through annual and long-term incentive programs by:
|
•
|
Rewarding executives for company, business unit and individual performance
|
•
|
Aligning executive rewards with competitive returns to our owner members
|
•
|
Ensuring compensation components are mutually supportive and not contradictory
|
•
|
Aligning annual and long-term results with performance goals
|
•
|
Ensuring compliance with government mandates and regulations
|
P
erformance Level
|
|
CHS Company
Performance Goal
|
|
Business Unit
Performance Goal
|
|
Management Business
Objectives
|
|
Percent of Target
Award
|
Maximum
Target
Threshold
Below Threshold
|
|
14% Return on Equity
10% Return on Equity
8% Return on Equity
|
|
Threshold, Target
and Maximum Return on Equity goals vary by business unit but are consistent with and support company ROE goals
|
|
Individual
performance goals
|
|
200%
100%
20%
0%
|
Carl Casale
|
$
|
2,188,750
|
|
David Kastelic
|
$
|
840,000
|
|
Mark Palmquist
|
$
|
910,000
|
|
Jay Debertin
|
$
|
837,620
|
|
Patrick Kluempke
|
$
|
700,980
|
|
R
eturn On Equity
|
Equates to Net
Income for Fiscal 2012
|
|
Profit
Sharing
Award
|
14.0%
|
$548.2 Million
|
|
5%
|
12.0%
|
$469.9 Million
|
|
4%
|
10.0%
|
$391.6 Million
|
|
3%
|
9.0%
|
$352.4 Million
|
|
2%
|
8.0%
|
$313.2 Million
|
|
1%
|
R
eturn On Equity
|
Equates to Net
Income for Fiscal 2013
|
|
Profit
Sharing
Award
|
14.0%
|
$623.7 Million
|
|
5%
|
12.0%
|
$534.6 Million
|
|
4%
|
10.0%
|
$445.5 Million
|
|
3%
|
9.0%
|
$401.0 Million
|
|
2%
|
8.0%
|
$356.4 Million
|
|
1%
|
Carl Casale
|
$
|
2,156,875
|
|
David Kastelic
|
$
|
602,240
|
|
Mark Palmquist
|
$
|
862,169
|
|
Jay Debertin
|
$
|
768,413
|
|
Patrick Kluempke
|
$
|
652,073
|
|
•
|
CHS Inc. Pension Plan
|
•
|
CHS Inc. 401(k) Plan
|
•
|
CHS Inc. Supplemental Executive Retirement Plan
|
•
|
CHS Inc. Deferred Compensation Plan
|
Y
ears of Benefit Service
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
1 - 3 years
|
3%
|
|
6%
|
4 - 7 years
|
4%
|
|
8%
|
8 - 11 years
|
5%
|
|
10%
|
12 - 15 years
|
6%
|
|
12%
|
16 years or more
|
7%
|
|
14%
|
|
Minimum Pay Credit
|
||
A
ge at Date of Hire
|
Pay Below Social Security
Taxable Wage Base
|
|
Pay Above Social Security
Taxable Wage Base
|
Age 40 - 44
|
4%
|
|
8%
|
Age 45 - 49
|
5%
|
|
10%
|
Age 50 or more
|
6%
|
|
12%
|
N
ame and Principal Position
|
Year
|
|
Salary(1) (10)
|
|
Non-Equity
Incentive Plan
Compensation (1)(2)(10)
|
|
Change in Pension
Value and Non-Qualified Deferred Compensation
Earnings(3) (10)
|
|
All Other
Compensation
(4)(5)(6)(7)(8)(9)(10)
|
|
Total
|
||||||||||
Carl Casale
|
2012
|
|
$
|
867,000
|
|
|
$
|
4,345,625
|
|
|
$
|
416,179
|
|
|
$
|
1,121,907
|
|
|
$
|
6,750,711
|
|
President and Chief Executive Officer
|
2011
|
|
566,667
|
|
|
4,250,000
|
|
|
|
|
910,956
|
|
|
5,727,623
|
|
||||||
David Kastelic
|
2012
|
|
531,707
|
|
|
1,442,240
|
|
|
318,149
|
|
|
105,054
|
|
|
2,397,150
|
|
|||||
Executive Vice President and
|
2011
|
|
424,334
|
|
|
1,185,173
|
|
|
122,522
|
|
|
74,560
|
|
|
1,806,589
|
|
|||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mark Palmquist
|
2012
|
|
643,708
|
|
|
1,772,169
|
|
|
589,377
|
|
|
136,099
|
|
|
3,141,353
|
|
|||||
Executive Vice President and Chief
|
2011
|
|
602,337
|
|
|
1,665,626
|
|
|
252,606
|
|
|
153,740
|
|
|
2,674,309
|
|
|||||
Operating Officer, Ag Business
|
2010
|
|
588,000
|
|
|
1,637,060
|
|
|
568,334
|
|
|
129,081
|
|
|
2,922,475
|
|
|||||
Jay Debertin
|
2012
|
|
590,720
|
|
|
1,606,033
|
|
|
569,614
|
|
|
118,673
|
|
|
2,885,040
|
|
|||||
Executive Vice President and Chief
|
2011
|
|
516,667
|
|
|
1,536,826
|
|
|
208,868
|
|
|
131,724
|
|
|
2,394,085
|
|
|||||
Operating Officer, Energy and Foods
|
2010
|
|
450,000
|
|
|
1,247,074
|
|
|
458,099
|
|
|
112,656
|
|
|
2,267,829
|
|
|||||
Patrick Kluempke
|
2012
|
|
495,465
|
|
|
1,353,053
|
|
|
298,592
|
|
|
108,895
|
|
|
2,256,005
|
|
|||||
Executive Vice President,
|
2011
|
|
448,942
|
|
|
1,273,626
|
|
|
223,530
|
|
|
115,915
|
|
|
2,062,013
|
|
|||||
Corporate Services
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts reflect the gross compensation and include any applicable deferrals. Mr. Debertin deferred $79,773 in 2012, $504,000 in 2011, $483,286 in 2010.
|
(2)
|
Amounts include CHS fiscal 2010, fiscal 2011 and fiscal 2012 annual variable pay awards and fiscal 2008-2010, fiscal 2009-2011 and fiscal 2010-2012 long-term incentive awards.
|
(3)
|
This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officers’ benefit under their retirement program and nonqualified earnings, if applicable.
|
(4)
|
Amounts may include CHS paid executive LTD, travel accident insurance, executive physical, CHS contributions during each fiscal year to qualified and non-qualified defined contribution plans, spousal travel, event tickets and financial planning. Years prior to fiscal 2012 may also include car allowance and dues/memberships which were discontinued in fiscal 2012.
|
(5)
|
This column includes fiscal 2011 car allowance amounts as follows: Mr. Palmquist- $15,120; Mr. Debertin- $15,120; Mr. Kastelic- $15,120; Mr. Kluempke- $15,120.
|
(6)
|
This column includes fiscal 2012 executive LTD of $3,731 for all Named Executive Officers.
|
(7)
|
This column includes fiscal 2012 amounts as follows for Mr. Palmquist- executive physical $5,679; and sports tickets $2,642.
|
(8)
|
This column includes fiscal 2012 amounts as follows for Mr. Kluempke- $5,412 executive physical; and $2,469 reimbursement for gasoline under Cenex Fleet Card.
|
(9)
|
Includes the following payments for Mr. Casale per his employment agreement: fiscal 2012: $833,334 payout covering earned and forfeited compensation from previous employment, $19,780 relocation expenses with a gross up value of $35,512; fiscal 2011: $833,334 payout covering earned and forfeited compensation from previous company, $30,000 relocation expenses with a gross up value of $53,860, and legal fees for Mr. Casale per his employment agreement.
|
(10)
|
Information on Mr. Casale, Mr. Kastelic, and Mr. Kluempke only includes compensation from fiscal years 2012 and 2011 because they were not Named Executive Officers in 2010.
|
N
ame
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
||||||
Carl Casale
|
|
9-1-11(1)
|
|
$
|
218,875
|
|
|
$
|
1,094,375
|
|
|
$
|
2,188,750
|
|
|
|
9-1-11(2)
|
|
218,875
|
|
|
1,094,375
|
|
|
2,188,750
|
|
|||
David Kastelic
|
|
9-1-11(1)
|
|
84,000
|
|
|
420,000
|
|
|
840,000
|
|
|||
|
|
9-1-11(2)
|
|
84,000
|
|
|
420,000
|
|
|
840,000
|
|
|||
Mark Palmquist
|
|
9-1-11(1)
|
|
91,000
|
|
|
455,000
|
|
|
910,000
|
|
|||
|
|
9-1-11(2)
|
|
91,000
|
|
|
455,000
|
|
|
910,000
|
|
|||
Jay Debertin
|
|
9-1-11(1)
|
|
83,762
|
|
|
418,810
|
|
|
837,620
|
|
|||
|
|
9-1-11(2)
|
|
83,762
|
|
|
418,810
|
|
|
837,620
|
|
|||
Patrick Kluempke
|
|
9-1-11(1)
|
|
70,098
|
|
|
350,490
|
|
|
700,980
|
|
|||
|
|
9-1-11(2)
|
|
70,098
|
|
|
350,490
|
|
|
700,980
|
|
(1)
|
Represents range of possible awards under our 2012 Annual Variable Pay Plan. The actual amount of the award earned for fiscal 2012 is included in the “Non-Equity Incentive Plan Compensation” column of our Summary Compensation Table. The Annual Variable Pay Plan is described in the “Compensation Discussion and Analysis.”
|
(2)
|
Represents range of possible awards under our Long-Term Incentive Plan for the fiscal 2012-2014 performance period. Goals are based on achieving a three-year ROE of 8%, 10% and 14%. Awards are earned over a three-year period and
|
(3)
|
Changes in award calculation methodology based on year end salary versus midpoint are explained in
Components of Compensation
under
Annual Variable Pay
and
Long Term Incentive
descriptions.
|
N
ame
|
Plan Name
|
|
Number of
Years of Credited
Service
|
|
Present
Value of Accumulated
Benefits
|
|
Payments
During Last
Fiscal Year
|
||||
Carl Casale
|
CHS Inc. Pension Plan
|
|
1.6667
|
|
$
|
21,547
|
|
|
$
|
0
|
|
|
SERP
|
|
1.6667
|
|
369,732
|
|
|
0
|
|
||
David Kastelic(1)
|
CHS Inc. Pension Plan
|
|
19.1667
|
|
429,160
|
|
|
0
|
|
||
|
SERP
|
|
19.1667
|
|
641,585
|
|
|
0
|
|
||
Mark Palmquist(1)
|
CHS Inc. Pension Plan
|
|
33.0000
|
|
781,394
|
|
|
0
|
|
||
|
SERP
|
|
33.0000
|
|
2,217,253
|
|
|
0
|
|
||
Jay Debertin
|
CHS Inc. Pension Plan
|
|
28.2500
|
|
621,914
|
|
|
0
|
|
||
|
SERP
|
|
28.2500
|
|
1,311,501
|
|
|
0
|
|
||
Patrick Kluempke(1)
|
CHS Inc. Pension Plan
|
|
30.0833
|
|
709,459
|
|
|
0
|
|
||
|
SERP
|
|
30.0833
|
|
1,307,053
|
|
|
0
|
|
(1)
|
Executive is eligible for early retirement in both the CHS Inc. Pension Plan and the SERP.
|
•
|
Discount rate of 3.90%;
|
•
|
RP-2000 Combined Healthy Participant mortality table (post-decrement only);
|
•
|
Each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65). The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance; and
|
•
|
Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.
|
Name
|
|
Executive
Contributions in
Last Fiscal Year (3)
|
|
Registrant
Contributions in
Last Fiscal Year (1)
|
|
Aggregate Earnings
in Last Fiscal Year (4)
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate Balance
at Last Fiscal Year
End (1),(2)
|
||||||||||
Carl Casale
|
|
$
|
0
|
|
|
$
|
2,369,300
|
|
|
$
|
80,944
|
|
|
$
|
0
|
|
|
$
|
2,450,244
|
|
David Kastelic
|
|
0
|
|
|
512,542
|
|
|
133,123
|
|
|
0
|
|
|
3,116,914
|
|
|||||
Mark Palmquist
|
|
0
|
|
|
936,552
|
|
|
122,534
|
|
|
870,142
|
|
|
3,380,469
|
|
|||||
Jay Debertin
|
|
79,773
|
|
|
802,878
|
|
|
373,833
|
|
|
1,648,826
|
|
|
7,823,588
|
|
|||||
Patrick Kluempke
|
|
0
|
|
|
699,019
|
|
|
158,457
|
|
|
0
|
|
|
3,714,136
|
|
(1)
|
Contributions are made by CHS into the Deferred Compensation Plan on behalf of NEOs. 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 2012 based on fiscal 2011 results. These results are also included in amounts reported in the fiscal 2011 Summary Compensation Table: Carl Casale, $2,125,000; David Kastelic, $422,033; Mark Palmquist, $828,006; Jay Debertin, $699,206 and Patrick Kluempke, $618,426.
|
(2)
|
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 30% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan. Earnings on amounts deferred under the plan are determined based on the investment election made by the Named Executive Officer from five market based notional investments with a varying level of risk selected by CHS, and a fixed rate fund. The notional investment returns for the fiscal year were as follows: Vanguard Prime Money Market, .04% ; Vanguard Life Strategy income, 6.79%; Vanguard Life Strategy Conservative Growth, 8.01%; Vanguard Life Strategy Moderate Growth, 9.11%; Vanguard Life Strategy Growth, 9.97%; and the Fixed Rate was 4.80%.
|
(3)
|
Includes amounts deferred from salary and annual incentive pay reflected in the Summary Compensation Table.
|
(4)
|
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 2012 that are also reflected in the Summary Compensation Table: Mr. Casale- $24,900; Mr. Kastelic- $39,912; Mr. Palmquist-$42,397; Mr. Debertin- $112,743; and Mr. Kluempke- $47,560
|
Carl Casale(1)
|
$
|
3,980,910
|
|
David Kastelic
|
$
|
540,000
|
|
Mark Palmquist
|
$
|
650,000
|
|
Jay Debertin(1)
|
$
|
2,064,412
|
|
Patrick Kluempke
|
$
|
500,700
|
|
(1)
|
These numbers include the value of health insurance based on current monthly rates.
|
Carl Casale(1)
|
$
|
5,006,138
|
|
(1)
|
This number includes the value of health insurance based on current monthly rates.
|
Years of Service
|
Director
|
|
CHS
|
||
Up to 3
|
100
|
%
|
|
0
|
%
|
3 to 6
|
50
|
%
|
|
50
|
%
|
6+
|
0
|
%
|
|
100
|
%
|
Name(1)
|
Fees Earned or
Paid in Cash (1)(2)
|
|
Change in Pension Value
and Nonqualified Deferred Compensation
Earnings (3)
|
|
All Other
Compensation (4)(5)
|
|
Total
|
||||||||
Bruce Anderson
|
$
|
26,500
|
|
|
$
|
62,764
|
|
|
$
|
50,184
|
|
|
$
|
139,448
|
|
Donald Anthony
|
84,150
|
|
|
15,552
|
|
|
63,990
|
|
|
163,692
|
|
||||
Robert Bass
|
78,700
|
|
|
87,647
|
|
|
64,529
|
|
|
230,876
|
|
||||
David Bielenberg
|
75,850
|
|
|
17,005
|
|
|
63,834
|
|
|
156,689
|
|
||||
Clinton Blew
|
86,500
|
|
|
4,764
|
|
|
73,405
|
|
|
164,669
|
|
||||
Dennis Carlson (6)
|
88,850
|
|
|
31,621
|
|
|
64,483
|
|
|
184,954
|
|
||||
Curt Eischens
|
78,600
|
|
|
80,440
|
|
|
64,309
|
|
|
223,349
|
|
||||
Jon Erickson
|
60,000
|
|
|
37
|
|
|
45,281
|
|
|
105,318
|
|
||||
Steven Fritel
|
86,200
|
|
|
48,221
|
|
|
68,266
|
|
|
202,687
|
|
||||
Jerry Hasnedl (6)
|
112,050
|
|
|
276
|
|
|
68,912
|
|
|
181,238
|
|
||||
David Kayser
|
83,500
|
|
|
30,769
|
|
|
73,020
|
|
|
187,289
|
|
||||
Randy Knecht
|
83,850
|
|
|
28,580
|
|
|
65,331
|
|
|
177,761
|
|
||||
Greg Kruger
|
92,000
|
|
|
18,825
|
|
|
65,511
|
|
|
176,336
|
|
||||
Edward Malesich
|
58,500
|
|
|
|
|
44,102
|
|
|
102,602
|
|
|||||
Michael Mulcahey
|
92,500
|
|
|
20,185
|
|
|
67,373
|
|
|
180,058
|
|
||||
Richard Owen
|
32,200
|
|
|
74,063
|
|
|
31,379
|
|
|
137,642
|
|
||||
Steve Riegel
|
85,000
|
|
|
24,372
|
|
|
66,666
|
|
|
176,038
|
|
||||
Daniel Schurr
|
91,850
|
|
|
29,676
|
|
|
74,466
|
|
|
195,992
|
|
||||
Michael Toelle
|
79,000
|
|
|
89,293
|
|
|
74,081
|
|
|
242,374
|
|
(1)
|
Mr. Anderson and Mr. Owen retired from the Board effective December 8, 2011. Mr. Erickson and Mr. Malesich were elected to the Board on December 9, 2011.
|
(2)
|
Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Erickson, $8,000; Mr. Hasnedl, $6,000; Mr. Knecht, $8,000; Mr. Malesich, $26,833; Mr. Mulcahey, $6,000; and Mr. Toelle, $6,000.
|
(3)
|
This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director’s benefit under their retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity — see above), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011 as stated above.
|
(4)
|
All other compensation includes health insurance premiums, conference and registration fees, meals and related spousal expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums which are due to the number of dependents covered.
|
(5)
|
All other compensation includes fiscal 2012 Director Retirement Plan Deferred Compensation Plan contributions; $8,333 for Mr. Anderson; and Mr. Owen; $33,333 for Mr. Erickson; and Mr. Malesich; and $50,000 for all other Board Members. It also includes a fiscal 2012 distribution of $22,500 to Mr. Anderson from the Directors Retirement Plan.
|
(6)
|
Made a one-time irrevocable retirement election in 2005 to receive a lump sum benefit under the director retirement plan. All other directors will receive a monthly annuity upon retirement. The plan benefit was frozen as of August 31, 2011.
|
|
|
|
|
Amount and
Nature of
Beneficial
|
|
|
Title of Class
|
|
Name of Beneficial Owner
|
|
Ownership
|
|
% of Class(1)
|
8% Cumulative Redeemable
Preferred Stock
|
|
Directors:
|
|
|
|
|
|
|
Jerry Hasnedl
|
|
975 shares
|
|
*
|
|
|
Donald Anthony
|
|
100 shares
|
|
*
|
|
|
Robert Bass
|
|
120 shares
|
|
*
|
|
|
David Bielenberg
|
|
9,130 shares
|
|
*
|
|
|
Clinton J. Blew
|
|
0 shares
|
|
*
|
|
|
Dennis Carlson
|
|
710 shares(2)
|
|
*
|
|
|
Curt Eischens
|
|
120 shares
|
|
*
|
|
|
Jon Erickson
|
|
300 shares
|
|
|
|
|
Steve Fritel
|
|
880 shares
|
|
*
|
|
|
David Kayser
|
|
0 shares
|
|
*
|
|
|
Randy Knecht
|
|
863 shares(2)
|
|
*
|
|
|
Gregory Kruger
|
|
0 shares
|
|
*
|
|
|
Edward Malesich
|
|
0 shares
|
|
*
|
|
|
Michael Mulcahey
|
|
100 shares
|
|
*
|
|
|
Steve Riegel
|
|
245 shares
|
|
*
|
|
|
Daniel Schurr
|
|
0 shares
|
|
*
|
|
|
Michael Toelle
|
|
520 shares(2)
|
|
*
|
|
|
Named Executive Officers:
|
|
|
|
|
|
|
Carl M. Casale
|
|
0 shares
|
|
*
|
|
|
Jay Debertin
|
|
1,200 shares(2)
|
|
*
|
|
|
David A. Kastelic
|
|
400 shares
|
|
*
|
|
|
Patrick Kluempke
|
|
0 shares
|
|
*
|
|
|
Mark Palmquist
|
|
400 shares
|
|
*
|
|
|
Directors and executive officers as a group
|
|
16,063 shares
|
|
*
|
(1)
|
As of August 31, 2012, there were 12,272,003 shares of 8% Cumulative Redeemable Preferred Stock outstanding.
|
(2)
|
Includes shares held by spouse, children and Individual Retirement Accounts (IRA).
|
*
|
Less than 1%
|
Name
|
Product Sales
and Purchases
|
|
Patronage
Dividends
|
||||
Donald Anthony
|
$
|
122,304
|
|
|
$
|
4,282
|
|
Dennis Carlson
|
146,714
|
|
|
9,327
|
|
||
Curt Eischens
|
520,327
|
|
|
1,714
|
|
||
Jon Erickson
|
240,905
|
|
|
9,699
|
|
||
Steve Fritel
|
298,069
|
|
|
34,084
|
|
||
Jerry Hasnedl
|
1,439,869
|
|
|
76,666
|
|
||
David Kayser
|
1,562,879
|
|
|
38,586
|
|
||
Michael Mulcahey
|
273,155
|
|
|
3,052
|
|
||
Michael Toelle
|
1,780,024
|
|
|
102,411
|
|
|
(Dollars in
thousands)
|
||||||
Description of Fees
|
2012
|
|
|
2011
|
|
||
Audit Fees(1)
|
$
|
2,555
|
|
|
$
|
1,954
|
|
Audit — Related Fees(2)
|
871
|
|
|
208
|
|
||
Tax Fees(3)
|
27
|
|
|
29
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
3,453
|
|
|
$
|
2,191
|
|
(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 and due diligence on acquisitions.
|
(3)
|
Includes fees related to tax compliance, tax advice and tax planning.
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||||
2012
|
$
|
119,026
|
|
|
$
|
7,380
|
|
|
$
|
(14,621
|
)
|
|
$
|
111,785
|
|
2011
|
99,535
|
|
|
31,792
|
|
|
(12,301
|
)
|
|
119,026
|
|
||||
2010
|
99,025
|
|
|
6,688
|
|
|
(6,178
|
)
|
|
99,535
|
|
/s/ PricewaterhouseCoopers LLP
|
||||
PricewaterhouseCoopers LLP
|
||||
Minneapolis, Minnesota
|
||||
November 7, 2012
|
2.1
|
Agreement and Plan of Merger among CHS Inc., Science Merger Sub Ltd. and Solbar Industries Ltd. (Incorporated by reference to our Current Report on Form 8-K, filed November 23, 2011).
|
3.1
|
Articles of Incorporation of CHS Inc., as amended. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
3.1A
|
Amended Article III, Section 3(b) of Bylaws of CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed May 5, 2010).
|
3.1B
|
Amendment to the Bylaws of CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed December 7, 2010).
|
3.2
|
Bylaws of CHS Inc. (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-156255), filed December 17, 2008).
|
4.1
|
Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-2 (File No. 333-101916), dated January 13, 2003).
|
4.2
|
Form of Certificate Representing 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-2 (File No. 333-101916), dated January 23, 2003).
|
4.3
|
Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-2 (File No. 333-101916), dated January 23, 2003).
|
10.1
|
Employment Agreement between CHS Inc. and Carl M. Casale, dated November 22, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed November 22, 2010). (+)
|
10.2
|
Change of Control Agreement between CHS Inc. and Carl M. Casale, dated November 22, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed November 22, 2010). (+)
|
10.3
|
Employment Security Agreement between CHS Inc. and Jay Debertin, dated December 23, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010). (+)
|
10.4
|
Cenex Harvest States Cooperatives Supplemental Savings Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2000, filed November 22, 2000). (+)
|
10.4A
|
Amendment No. 3 to the CHS Inc. Supplemental Savings Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2006, filed July 12, 2006). (+)
|
10.5
|
CHS Inc. Supplemental Executive Retirement Plan (2010 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2010, filed July 8, 2010). (+)
|
10.5A
|
Amendment No. 1 to the CHS Inc. Supplemental Executive Retirement Plan (2010 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2010, filed January 11, 2011). (+)
|
10.5B
|
Amendment No. 2 to the CHS Inc. Supplemental Executive Retirement Plan (2010 Restatement). (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2010, filed January 11, 2011). (+)
|
10.6
|
Cenex Harvest States Cooperatives Senior Management Compensation Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2000, filed November 22, 2000). (+)
|
10.7
|
Cenex Harvest States Cooperatives Executive Long-Term Variable Compensation Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2000, filed November 22, 2000). (+)
|
10.8
|
Cenex Harvest States Cooperatives Share Option Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.8A
|
Amendment to Cenex Harvest States Share Option Plan, dated June 28, 2001. (Incorporated by reference to our Registration Statement on Form S-2 (File No. 333-65364), filed July 18, 2001). (+)
|
10.8B
|
Amendment No. 2 to Cenex Harvest States Share Option Plan, dated May 2, 2001. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.8C
|
Amendment No. 3 to Cenex Harvest States Share Option Plan, dated June 4, 2002. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.8D
|
Amendment No. 4 to Cenex Harvest States Share Option Plan, dated April 6, 2004. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.9
|
CHS Inc. Share Option Plan Option Agreement. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.10
|
CHS Inc. Share Option Plan Trust Agreement. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.10A
|
Amendment No. 1 to the Trust Agreement. (Incorporated by reference to our Form 10-K for the year ended August 31, 2004, filed November 18, 2004). (+)
|
10.11
|
CHS Inc. Nonemployee Director Retirement Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2010, filed July 8, 2010). (+)
|
10.11A
|
Amendment No. 1 to the Nonemployee Director Retirement Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2011, filed November 14, 2011). (+)
|
10.11B
|
Amendment No. 2 to the Nonemployee Director Retirement Plan. (*) (+)
|
10.12
|
Trust Under the CHS Inc. Nonemployee Director Retirement Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2010, filed July 8, 2010). (+)
|
10.13
|
CHS Inc. Special Supplemental Executive Retirement Plan. (Incorporated by reference to our Form 10-K for the year ended August 31, 2003, filed November 21, 2003). (+)
|
10.13A
|
Amendment No. 1 to the CHS Inc. Special Supplemental Executive Retirement Plan. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 29, 2008, filed April 9, 2008). (+)
|
10.16
|
$225,000,000 Note Agreement (Private Placement Agreement) dated as of June 19, 1998 among Cenex Harvest States Cooperatives and each of the Purchasers of the Notes. (Incorporated by Reference to our Form 10-Q Transition Report for the period June 1, 1998 to August 31, 1998, filed October 14, 1998).
|
10.16A
|
First Amendment to Note Agreement ($225,000,000 Private Placement), effective September 10, 2003, among CHS Inc. and each of the Purchasers of the notes. (Incorporated by reference to our Form 10-K for the year ended August 31, 2003, filed November 21, 2003).
|
10.17
|
Note Purchase Agreement and Series D & E Senior Notes dated October 18, 2002. (Incorporated by reference to our Form 10-K for the year ended August 31, 2002, filed November 25, 2002).
|
10.18
|
Amended and Restated Credit Agreement dated as of January 31, 2011, by and among National Cooperative Refinery Association, various lenders and CoBank, ACB. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2011, filed April 8, 2011).
|
10.18A
|
Amendment No. 1 Amended and Restated Credit Agreement dated as of December 16, 2011, by and among National Cooperative Refinery Association, various lenders and CoBank, ACB. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012)
|
10.19
|
Note Purchase and Private Shelf Agreement between CHS Inc. and Prudential Capital Group dated as of April 13, 2004. (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2004, filed July 12, 2004).
|
10.19A
|
Amendment No. 1 to Note Purchase and Private Shelf Agreement dated April 9, 2007, among CHS Inc., Prudential Investment Management, Inc. and the Prudential Affiliate parties (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2007 filed April 9, 2007).
|
10.19B
|
Amendment No. 2 to Note Purchase and Private Shelf Agreement and Senior Series J Notes totaling $50 million issued February 8, 2008 (Incorporated by reference to our Current Report on Form 8-K filed February 11, 2008).
|
10.19C
|
Amendment No. 3 to Note Purchase and Private Shelf Agreement, effective as of November 1, 2010 (Incorporated by reference to our Form 10-Q filed January 11, 2011).
|
10.20
|
Note Purchase Agreement for Series H Senior Notes ($125,000,000 Private Placement) dated September 21, 2004. (Incorporated by reference to our Current Report on Form 8-K filed September 22, 2004).
|
10.21
|
CHS Inc. Deferred Compensation Plan
Master Plan Document
(2011 Restatement). (Incorporated by reference to our Registration Statement on Form S-8 (File No. 333-177326), filed October 14, 2011). (+)
|
10.21A
|
Amendment No. 1 to Deferred Compensation Plan (2011 Restatement). (*) (+)
|
10.21B
|
Amendment No. 2 Deferred Compensation Plan (2011 Restatement). (*)(+)
|
10.22
|
New Plan Participants 2008 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2009, filed November 10, 2009). (+)
|
10.23
|
Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2009, filed November 10, 2009). (+)
|
10.24
|
Share Option Plan Participants 2005 Plan Agreement and Election Form. (Incorporated by reference to our Registration Statement on Form S-8 (File No. 333-129464), filed November 4, 2005). (+)
|
10.25
|
New Plan Participants 2011 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Registration Statement on Form S-8 (File No. 333-177326), filed October 14, 2011). (+)
|
10.26
|
New Plan Participants (Board of Directors) 2009 Plan Agreement and Election Form for the CHS Inc. Deferred Compensation Plan (Incorporated by reference to our Form 10-K for the year ended August 31, 2009, filed November 10, 2009). (+)
|
10.27
|
Note Purchase Agreement ($500,000,000 Private Placement) between CHS Inc. and certain accredited investors dated as of June 9, 2011(Incorporated by reference to our Current Report on Form 8-K, filed June 13, 2011).
|
10.28
|
Loan Agreement (Term Loan) between CHS Inc. and European Bank for Reconstruction and Development, dated January 5, 2011 (Incorporated by reference to our Current Report on Form 8-K, filed January 18, 2011).
|
10.28
|
Revolving Loan Agreement between CHS Inc. and European Bank for Reconstruction and Development, dated November 30, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed January 18, 2011).
|
10.29
|
City of McPherson, Kansas Taxable Industrial Revenue Bond Series 2006 registered to National Cooperative Refinery Association in the amount of $325 million (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.30
|
Bond Purchase Agreement between National Cooperative Refinery Association, as purchaser, and City of McPherson, Kansas, as issuer, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.31
|
Trust Indenture between City of McPherson, Kansas, as issuer, and Security Bank of Kansas City, Kansas City, Kansas, as trustee, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.32
|
Lease agreement between City of McPherson, Kansas, as issuer, and National Cooperative Refinery Association, as tenant, dated as of December 18, 2006 (Incorporated by reference to our Current Report on Form 8-K filed December 18, 2006).
|
10.33
|
Commercial Paper Placement Agreement by and between CHS Inc. and M&I Marshall & Ilsley Bank dated October 30, 2006 (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
10.34
|
Commercial Paper Dealer Agreement by and between CHS Inc. and SunTrust Capital Markets, Inc. dated October 6, 2006 (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).
|
10.35
|
Note Purchase Agreement ($400,000,000 Private Placement) and Series I Senior Notes dated as of October 4, 2007 (Incorporated by reference to our Current Report on Form 8-K filed October 4, 2007).
|
10.36
|
Agreement Regarding Distribution of Assets, by and among CHS Inc., United Country Brands, LLC, Land O’Lakes, Inc. and Winfield Solutions, LLC, made as of September 4, 2007. (Incorporated by reference to our Form 10-K for the year ended August 31, 2008, filed November 20, 2007).
|
10.37
|
$150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of December 12, 2007 (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-148091), filed December 14, 2007).
|
10.37A
|
First Amendment to $150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of May 1, 2008 (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2008, filed July 10, 2008).
|
10.37B
|
Second Amendment to $150 Million Term Loan Credit Agreement by and between CHS Inc., CoBank, ACB and the Syndication Parties dated as of June 2, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed June 3, 2010).
|
10.38
|
Series 2008-A Supplement dated as of November 21, 2008 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.39
|
Amended and Restated Base Indenture, dated as of December 23, 2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.39A
|
Amendment No. 1 to Amended and Restated Base Indenture, dated as of December 23, 2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 29, 2012, filed April 11, 2012).
|
10.40
|
Series 2010-A Supplement, dated as of December 23, 2010, by and among Cofina Funding, LLC, as Issuer, and U.S. National Bank Association, as Trustee, to the Base Indenture, dated as of December 23, 2010, between the Issuer and the Trustee (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.41
|
Lockbox Agreement dated August 10, 2005 between Cofina Financial, LLC and M&I Marshall & Ilsley Bank (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.42
|
Purchase and Sale Agreement dated as of August 10, 2005 between Cofina Funding, LLC, as Purchaser and Cofina Financial, LLC, as Seller (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.43
|
Custodian Agreement dated August 10, 2005 between Cofina Funding, LLC, as Issuer; U.S. Bank National Association, as Trustee; and U.S. Bank National Association, as Custodian (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.44
|
Servicing Agreement dated as of August 10, 2005 among Cofina Funding, LLC, as Issuer; Cofina Financial, LLC, as Servicer; and U.S. Bank National Association, as Trustee (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.45
|
Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4 (Incorporated by reference to our Current Report on Form 8-K, filed November 17, 2010).
|
10.46
|
Amended and Restated Loan Origination and Participation Agreement dated as of September 1, 2011, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial, CHS Capital, LLC. (Incorporated by reference to our Form 10-K for the year ended August 31, 2011, filed November 14, 2011).
|
10.46A
|
Amendment No. 1 to Amended and Restated Loan Origination and Participation Agreement dated as of September 1, 2011, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial, CHS Capital, LLC. (*)
|
10.47
|
Note Purchase Agreement (Series 2010-A), dated as of December 23, 2010, among Cofina Funding, LLC, as Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, Cooperatieve Centrale Raiffeisen- Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch, as Funding Agent, and the Financial Institutions from time to time parties hereto, as Committed Purchasers (Incorporated by reference to our Current Report on Form 8-K, filed December 28, 2010).
|
10.47A
|
Amendment No. 1 to Note Purchase Agreement (Series 2010-A) dated as of April 13, 2011 by and among Cofina Funding, LLC and the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.47B
|
Amendment No. 2 to Note Purchase Agreement (Series 2010-A) dated as of June 17, 2011 by and among Cofina Funding, LLC and the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.47C
|
Amendment No. 3 to Note Purchase Agreement (Series 2010-A) dated as of April 11, 2012, by and among Cofina Funding, LLC and the Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland”, New York Branch, as the Funding Agent and as a Committed Purchaser. (*)
|
10.48
|
Note Purchase Agreement (Series 2008-A) dated as of November 21, 2008 among Cofina Funding, LLC, as Issuer; Victory Receivables Corporation, as the Conduit Purchaser; The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent for the Purchasers; and the Financial Institutions from time to time parties thereto (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2008, filed January 13, 2009).
|
10.48A
|
Amendment No. 1 to Note Purchase Agreement (Series 2008-A) dated February 25, 2009, by and among Cofina Funding, LLC as the Issuer; Victory Receivables Corporation, as the Conduit Purchaser; and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Current Report on Form 8-K, filed March 2, 2009).
|
10.48B
|
Amendment No. 2 to Note Purchase Agreement (Series 2008-A) dated November 20, 2009, by and among Cofina Funding, LLC as the Issuer; Victory Receivables Corporation, as the Conduit Purchaser; and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-163608), filed December 9, 2009).
|
10.48C
|
Amendment No. 3 to Note Purchase Agreement (Series 2008-A) dated as of November 12, 2010, by and among Cofina Funding, LLC and the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Current Report on Form 8-K, filed November 17, 2010).
|
10.48D
|
Amendment No. 4 to Note Purchase Agreement (Series 2008-A) dated as of December 23, 2010, by and among Cofina Funding, LLC and the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser.
|
10.48E
|
Amendment No. 5 to Note Purchase Agreement (Series 2008-A) dated as of April 13, 2011, by and among Cofina Funding, LLC and the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2011, filed July 8, 2011).
|
10.48F
|
Amendment No. 6 to Note Purchase Agreement (Series 2008-A) dated as of April 11, 2012, by and among Cofina Funding, LLC and the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Funding Agent and as a Committed Purchaser. (*)
|
10.49
|
2011 Credit Agreement (5-year Revolving Loan) dated as of September 27, 2011 between CHS Inc. and CoBank, ACB, as administrative agent for all syndication parties thereunder, as bid agent, as the letter of credit bank, and as a syndication party thereunder, and the other syndication parties party thereto. (Incorporated by reference to our Current Report on Form 8-K, filed September 30, 2011).
|
10.50
|
2011 Credit Agreement (3-Year Revolving Loan) dated as of September 27, 2011 between CHS Inc. and CoBank, ACB, as administrative agent for all syndication parties thereunder, as bid agent, and as a syndication party thereunder, and the other syndication parties party thereto. (Incorporated by reference to our Form 8-K, filed September 30, 2011).
|
10.51
|
2010 364-Day Credit Agreement (Revolving Loan) by and between CHS Inc. and the Syndication Parties dated as of November 24, 2010 (Incorporated by reference to our Current Report on Form 8-K, filed November 29, 2010).
|
10.52
|
2006 Second Amended and Restated Credit Agreement (Revolving Loan) by and between CHS Inc. and the Syndication Parties dated as of June 2, 1010. (Incorporated by reference to our Current Report on Form 8-K, filed June 3, 2010).
|
10.53
|
Stock Transfer Agreement, dated as of November 17, 2011, between CHS Inc. and GROWMARK, Inc. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012).
|
10.54
|
Stock Transfer Agreement, dated as of November 17, 2011, between CHS Inc. and MFA Oil company. (Incorporated by reference to our Form 10-Q for the quarterly period ended November 30, 2011, filed January 11, 2012).
|
10.55
|
Amended and Restated Limited Liability Company Agreement, dated February 1, 2012, between CHS Inc. and Cargill, Incorporated. (Incorporated by reference to our Current Report on Form 8-K, filed February 1, 2012).
|
21.1
|
Subsidiaries of the Registrant.(*)
|
23.1
|
Consent of Independent Registered Public Accounting Firm.(*)
|
24.1
|
Power of Attorney.(*)
|
31.1
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(*)
|
31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(*)
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
|
|
By:
|
/s/ Carl M. Casale
|
|
|
Carl M. Casale
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Carl M. Casale
|
|
President and Chief Executive Officer
(principal executive officer)
|
Carl M. Casale
|
|
|
|
|
|
/s/ David A. Kastelic
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
David A. Kastelic
|
|
|
|
|
|
/s/ Theresa Egan
|
|
Vice President, Accounting and Corporate Controller
(principal accounting officer)
|
Theresa Egan
|
|
|
|
|
|
|
|
Chairman of the Board of Directors
|
Jerry Hasnedl*
|
|
|
|
|
|
|
|
Director
|
Don Anthony*
|
|
|
|
|
|
|
|
Director
|
Robert Bass*
|
|
|
|
|
|
|
|
Director
|
David Bielenberg*
|
|
|
|
|
|
|
|
Director
|
Clinton J. Blew*
|
|
|
|
|
|
|
|
Director
|
Dennis Carlson*
|
|
|
|
|
|
|
|
Director
|
Curt Eischens*
|
|
|
|
|
|
|
|
Director
|
Jon Erickson*
|
|
|
|
|
|
|
|
Director
|
Steve Fritel*
|
|
|
|
|
|
|
|
Director
|
David Kayser*
|
|
|
|
|
|
|
|
Director
|
Randy Knecht*
|
|
|
|
|
|
|
|
Director
|
Greg Kruger*
|
|
|
|
|
|
|
|
Director
|
Edward Malesich*
|
|
|
|
|
|
|
|
Director
|
Michael Mulcahey*
|
|
|
|
|
|
|
|
Director
|
Steve Riegel*
|
|
|
|
|
|
|
|
Director
|
Dan Schurr*
|
|
|
|
|
|
|
|
Director
|
Michael Toelle*
|
|
*By
|
/s/ Carl M. Casale
|
|
|
Carl M. Casale
Attorney-in-fact
|
|
|
August 31
|
||||||
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
314,029
|
|
|
$
|
937,685
|
|
Receivables
|
3,590,742
|
|
|
2,980,105
|
|
||
Inventories
|
3,203,972
|
|
|
2,768,424
|
|
||
Derivative assets
|
849,905
|
|
|
635,646
|
|
||
Margin deposits
|
1,138,535
|
|
|
1,081,243
|
|
||
Other current assets
|
347,970
|
|
|
334,232
|
|
||
Total current assets
|
9,445,153
|
|
|
8,737,335
|
|
||
Investments
|
673,388
|
|
|
595,979
|
|
||
Property, plant and equipment
|
2,786,324
|
|
|
2,420,214
|
|
||
Other assets
|
518,286
|
|
|
463,482
|
|
||
Total assets
|
$
|
13,423,151
|
|
|
$
|
12,217,010
|
|
LIABILITIES AND EQUITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable
|
$
|
803,622
|
|
|
$
|
716,268
|
|
Current portion of long-term debt
|
108,211
|
|
|
90,804
|
|
||
Current portion of mandatorily redeemable noncontrolling interest
|
65,981
|
|
|
|
|
||
Customer margin deposits and credit balances
|
808,047
|
|
|
751,393
|
|
||
Customer advance payments
|
685,520
|
|
|
601,685
|
|
||
Checks and drafts outstanding
|
205,060
|
|
|
197,283
|
|
||
Accounts payable
|
2,355,847
|
|
|
2,315,311
|
|
||
Derivative liabilities
|
509,005
|
|
|
482,613
|
|
||
Accrued expenses
|
476,589
|
|
|
405,270
|
|
||
Dividends and equities payable
|
578,809
|
|
|
400,216
|
|
||
Total current liabilities
|
6,596,691
|
|
|
5,960,843
|
|
||
Long-term debt
|
1,332,142
|
|
|
1,411,193
|
|
||
Mandatorily redeemable noncontrolling interest
|
268,726
|
|
|
|
|||
Other liabilities
|
752,269
|
|
|
579,654
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equities:
|
|
|
|
|
|
||
Equity certificates
|
3,109,616
|
|
|
2,695,626
|
|
||
Preferred stock
|
319,368
|
|
|
319,368
|
|
||
Accumulated other comprehensive loss
|
(232,587
|
)
|
|
(174,876
|
)
|
||
Capital reserves
|
1,258,944
|
|
|
1,075,474
|
|
||
Total CHS Inc. equities
|
4,455,341
|
|
|
3,915,592
|
|
||
Noncontrolling interests
|
17,982
|
|
|
349,728
|
|
||
Total equities
|
4,473,323
|
|
|
4,265,320
|
|
||
Total liabilities and equities
|
$
|
13,423,151
|
|
|
$
|
12,217,010
|
|
|
For the Years Ended August 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
40,599,286
|
|
|
$
|
36,915,834
|
|
|
$
|
25,267,931
|
|
Cost of goods sold
|
38,588,143
|
|
|
35,512,988
|
|
|
24,397,410
|
|
|||
Gross profit
|
2,011,143
|
|
|
1,402,846
|
|
|
870,521
|
|
|||
Marketing, general and administrative
|
498,233
|
|
|
438,498
|
|
|
366,582
|
|
|||
Operating earnings
|
1,512,910
|
|
|
964,348
|
|
|
503,939
|
|
|||
Loss (gain) on investments
|
5,465
|
|
|
(126,729
|
)
|
|
(29,433
|
)
|
|||
Interest, net
|
193,263
|
|
|
74,835
|
|
|
58,324
|
|
|||
Equity income from investments
|
(102,389
|
)
|
|
(131,414
|
)
|
|
(108,787
|
)
|
|||
Income before income taxes
|
1,416,571
|
|
|
1,147,656
|
|
|
583,835
|
|
|||
Income taxes
|
80,852
|
|
|
86,628
|
|
|
48,438
|
|
|||
Net income
|
1,335,719
|
|
|
1,061,028
|
|
|
535,397
|
|
|||
Net income attributable to noncontrolling interests
|
75,091
|
|
|
99,673
|
|
|
33,238
|
|
|||
Net income attributable to CHS Inc.
|
$
|
1,260,628
|
|
|
$
|
961,355
|
|
|
$
|
502,159
|
|
|
For the Years Ended August 31, 2012, 2011 and 2010
|
||||||||||||||||||||||||||||||
|
Equity Certificates
|
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|
|
|
|
||||||||||||||||||||
|
Capital
Equity Certificates |
|
Nonpatronage
Equity Certificates |
|
Patronage
Refunds |
|
Preferred
Stock |
|
|
Capital
Reserves |
|
Noncontrolling
Interests |
|
Total
Equities |
|||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Balances, August 31, 2009
|
$
|
1,912,804
|
|
|
$
|
24,795
|
|
|
$
|
277,225
|
|
|
$
|
282,694
|
|
|
$
|
(156,270
|
)
|
|
$
|
749,054
|
|
|
$
|
242,862
|
|
|
$
|
3,333,164
|
|
Dividends and equity retirement determination
|
50,122
|
|
|
|
|
|
149,275
|
|
|
|
|
|
|
|
|
3,659
|
|
|
|
|
|
203,056
|
|
||||||||
Patronage distribution
|
284,128
|
|
|
|
|
|
(426,500
|
)
|
|
|
|
|
|
|
|
(11,522
|
)
|
|
|
|
|
(153,894
|
)
|
||||||||
Equities retired
|
(22,732
|
)
|
|
(403
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,135
|
)
|
||||||||
Capital equity certificates exchanged for preferred stock
|
(36,674
|
)
|
|
|
|
|
|
|
|
36,674
|
|
|
|
|
|
(142
|
)
|
|
|
|
|
(142
|
)
|
||||||||
Equities issued
|
616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
616
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,248
|
)
|
|
|
|
|
(23,248
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,870
|
)
|
|
(4,870
|
)
|
||||||||
Changes in dividends and equities payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,743
|
)
|
|
(1,743
|
)
|
||||||||
Other, net
|
(1,479
|
)
|
|
181
|
|
|
|
|
|
|
|
|
|
|
|
680
|
|
|
2,025
|
|
|
1,407
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
|
|
396,500
|
|
|
|
|
|
|
|
|
105,659
|
|
|
33,238
|
|
|
535,397
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,997
|
)
|
|
|
|
|
(2,725
|
)
|
|
(51,722
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
483,675
|
|
||||||||
Dividends and equities payable
|
(67,569
|
)
|
|
|
|
|
(138,775
|
)
|
|
|
|
|
|
|
|
(4,091
|
)
|
|
|
|
|
(210,435
|
)
|
||||||||
Balances, August 31, 2010
|
2,119,216
|
|
|
24,573
|
|
|
257,725
|
|
|
319,368
|
|
|
(205,267
|
)
|
|
820,049
|
|
|
268,787
|
|
|
3,604,451
|
|
||||||||
Dividends and equity retirement determination
|
67,569
|
|
|
|
|
|
138,775
|
|
|
|
|
|
|
|
|
4,091
|
|
|
|
|
|
210,435
|
|
||||||||
Patronage distribution
|
260,858
|
|
|
|
|
|
(396,500
|
)
|
|
|
|
|
|
|
|
(5,871
|
)
|
|
|
|
|
(141,513
|
)
|
||||||||
Equities retired
|
(60,956
|
)
|
|
(237
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,193
|
)
|
||||||||
Equities issued
|
6,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,453
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,544
|
)
|
|
|
|
|
(24,544
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,184
|
)
|
|
(18,184
|
)
|
||||||||
Changes in dividends and equities payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,787
|
)
|
|
(2,787
|
)
|
||||||||
Other, net
|
(391
|
)
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
(837
|
)
|
|
454
|
|
|
(786
|
)
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
|
|
674,678
|
|
|
|
|
|
|
|
|
286,677
|
|
|
99,673
|
|
|
1,061,028
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
30,391
|
|
|
|
|
|
1,785
|
|
|
32,176
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,093,204
|
|
||||||||
Dividends and equities payable
|
(136,000
|
)
|
|
|
|
|
(260,125
|
)
|
|
|
|
|
|
|
|
(4,091
|
)
|
|
|
|
|
(400,216
|
)
|
||||||||
Balances, August 31, 2011
|
2,256,749
|
|
|
24,324
|
|
|
414,553
|
|
|
319,368
|
|
|
(174,876
|
)
|
|
1,075,474
|
|
|
349,728
|
|
|
4,265,320
|
|
||||||||
Dividends and equity retirement determination
|
136,000
|
|
|
|
|
|
260,125
|
|
|
|
|
|
|
|
|
4,091
|
|
|
|
|
|
400,216
|
|
||||||||
Patronage distribution
|
415,584
|
|
|
|
|
|
(674,678
|
)
|
|
|
|
|
|
|
|
(1,572
|
)
|
|
|
|
|
(260,666
|
)
|
||||||||
Equities retired
|
(145,500
|
)
|
|
(222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145,722
|
)
|
||||||||
Equities issued
|
29,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,155
|
|
||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,544
|
)
|
|
|
|
|
(24,544
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(78,602
|
)
|
|
(78,602
|
)
|
||||||||
Changes in dividends and equities payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,544
|
|
|
5,544
|
|
||||||||
Purchase of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,581
|
)
|
|
(82,138
|
)
|
|
(337,145
|
)
|
|
(433,864
|
)
|
||||||||
Other, net
|
(1,262
|
)
|
|
(356
|
)
|
|
|
|
|
|
|
|
|
|
|
958
|
|
|
3,366
|
|
|
2,706
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
969,862
|
|
|
|
|
|
|
|
|
290,766
|
|
|
75,091
|
|
|
1,335,719
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(43,130
|
)
|
|
|
|
|
|
|
|
(43,130
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,292,589
|
|
|||||||||
Dividends and equities payable
|
(195,999
|
)
|
|
|
|
|
(378,719
|
)
|
|
|
|
|
|
|
|
(4,091
|
)
|
|
|
|
|
(578,809
|
)
|
||||||||
Balances, August 31, 2012
|
$
|
2,494,727
|
|
|
$
|
23,746
|
|
|
$
|
591,143
|
|
|
$
|
319,368
|
|
|
$
|
(232,587
|
)
|
|
$
|
1,258,944
|
|
|
$
|
17,982
|
|
|
$
|
4,473,323
|
|
|
For the Years Ended August 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income including noncontrolling interests
|
$
|
1,335,719
|
|
|
$
|
1,061,028
|
|
|
$
|
535,397
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
219,632
|
|
|
220,694
|
|
|
202,922
|
|
|||
Amortization of deferred major repair costs
|
33,641
|
|
|
30,474
|
|
|
18,532
|
|
|||
Income from equity investments
|
(102,389
|
)
|
|
(131,414
|
)
|
|
(108,787
|
)
|
|||
Distributions from equity investments
|
75,468
|
|
|
137,766
|
|
|
89,689
|
|
|||
Noncash patronage dividends received
|
(10,461
|
)
|
|
(9,697
|
)
|
|
(9,918
|
)
|
|||
Gain on sale of property, plant and equipment
|
(5,564
|
)
|
|
(5,200
|
)
|
|
(5,094
|
)
|
|||
Loss (gain) on investments
|
5,465
|
|
|
(126,729
|
)
|
|
(29,433
|
)
|
|||
Loss on crack spread contingent liability
|
22,328
|
|
|
|
|
|
|
||||
Deferred taxes
|
58,624
|
|
|
67,089
|
|
|
39,507
|
|
|||
Other, net
|
481
|
|
|
868
|
|
|
1,597
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Receivables
|
(512,034
|
)
|
|
(714,589
|
)
|
|
(123,630
|
)
|
|||
Inventories
|
(252,842
|
)
|
|
(796,596
|
)
|
|
(426,328
|
)
|
|||
Derivative assets
|
(212,365
|
)
|
|
(389,025
|
)
|
|
(73,597
|
)
|
|||
Margin deposits
|
(51,241
|
)
|
|
(462,857
|
)
|
|
(397,993
|
)
|
|||
Other current assets and other assets
|
(35,375
|
)
|
|
(137,749
|
)
|
|
42,145
|
|
|||
Customer margin deposits and credit balances
|
56,177
|
|
|
327,813
|
|
|
149,228
|
|
|||
Customer advance payments
|
61,978
|
|
|
163,640
|
|
|
114,032
|
|
|||
Accounts payable and accrued expenses
|
(48,042
|
)
|
|
870,314
|
|
|
221,776
|
|
|||
Derivative liabilities
|
18,933
|
|
|
179,876
|
|
|
(25,740
|
)
|
|||
Other liabilities
|
60,503
|
|
|
15,617
|
|
|
(64,344
|
)
|
|||
Net cash provided by operating activities
|
718,636
|
|
|
301,323
|
|
|
149,961
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(468,611
|
)
|
|
(310,670
|
)
|
|
(324,262
|
)
|
|||
Proceeds from disposition of property, plant and equipment
|
27,839
|
|
|
9,496
|
|
|
10,139
|
|
|||
Expenditures for major repairs
|
(23,443
|
)
|
|
(92,129
|
)
|
|
(7,554
|
)
|
|||
Investments in joint ventures and other
|
(94,757
|
)
|
|
(6,090
|
)
|
|
(38,062
|
)
|
|||
Investments redeemed
|
12,112
|
|
|
39,681
|
|
|
119,331
|
|
|||
Proceeds from sale of investments
|
|
|
|
225,000
|
|
|
|
|
|||
Changes in notes receivable
|
19,040
|
|
|
(347,509
|
)
|
|
(41,925
|
)
|
|||
Business acquisitions, net of cash acquired
|
(166,033
|
)
|
|
(67,489
|
)
|
|
(6,307
|
)
|
|||
Other investing activities, net
|
(342
|
)
|
|
(1,259
|
)
|
|
(949
|
)
|
|||
Net cash used in investing activities
|
(694,195
|
)
|
|
(550,969
|
)
|
|
(289,589
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Changes in notes payable
|
(27,561
|
)
|
|
457,731
|
|
|
15,217
|
|
|||
Long-term debt borrowings
|
|
|
|
631,882
|
|
|
|
|
|||
Principal payments
|
(96,619
|
)
|
|
(114,929
|
)
|
|
(84,792
|
)
|
|||
Payments for bank fees
|
(12,390
|
)
|
|
(5,348
|
)
|
|
(10,296
|
)
|
|||
Changes in checks and drafts outstanding
|
6,353
|
|
|
63,033
|
|
|
47,280
|
|
|||
Distributions to noncontrolling interests
|
(78,602
|
)
|
|
(18,184
|
)
|
|
(4,870
|
)
|
|||
Preferred stock dividends paid
|
(24,544
|
)
|
|
(24,544
|
)
|
|
(23,248
|
)
|
|||
Retirements of equities
|
(145,722
|
)
|
|
(61,193
|
)
|
|
(23,135
|
)
|
|||
Cash patronage dividends paid
|
(260,666
|
)
|
|
(141,513
|
)
|
|
(153,894
|
)
|
|||
Other financing activities, net
|
878
|
|
|
(20
|
)
|
|
952
|
|
|||
Net cash (used in) provided by financing activities
|
(638,873
|
)
|
|
786,915
|
|
|
(236,786
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(9,224
|
)
|
|
5,753
|
|
|
(1,522
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(623,656
|
)
|
|
543,022
|
|
|
(377,936
|
)
|
|||
Cash and cash equivalents at beginning of period
|
937,685
|
|
|
394,663
|
|
|
772,599
|
|
|||
Cash and cash equivalents at end of period
|
$
|
314,029
|
|
|
$
|
937,685
|
|
|
$
|
394,663
|
|
|
2012
|
|
2011
|
||||
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
(Units in thousands)
|
||||||
Grain and oilseed - bushels
|
722,895
|
|
1,074,535
|
|
667,409
|
|
796,332
|
Energy products - barrels
|
9,047
|
|
19,561
|
|
9,915
|
|
14,020
|
Soy products - tons
|
15
|
|
215
|
|
18
|
|
269
|
Crop nutrients - tons
|
600
|
|
725
|
|
1,177
|
|
1,420
|
Ocean and barge freight - metric tons
|
1,018
|
|
183
|
|
983
|
|
93
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Derivative Assets:
|
|
|
|
|
|
||
Commodity and freight derivatives
|
$
|
1,070,800
|
|
|
$
|
882,445
|
|
Foreign exchange derivatives
|
978
|
|
|
1,508
|
|
||
|
$
|
1,071,778
|
|
|
$
|
883,953
|
|
Derivative Liabilities:
|
|
|
|
|
|
||
Commodity and freight derivatives
|
$
|
727,946
|
|
|
$
|
730,170
|
|
Foreign exchange derivatives
|
2,388
|
|
|
|
|
||
Interest rate derivatives
|
544
|
|
|
750
|
|
||
|
$
|
730,878
|
|
|
$
|
730,920
|
|
|
Location of
Gain (Loss)
|
|
2012
|
|
2011
|
||||
|
|
|
(Dollars in thousands)
|
||||||
Commodity and freight derivatives
|
Cost of goods sold
|
|
$
|
311,167
|
|
|
$
|
186,265
|
|
Foreign exchange derivatives
|
Cost of goods sold
|
|
(5,219
|
)
|
|
3,363
|
|
||
Interest rate derivatives
|
Interest, net
|
|
206
|
|
|
522
|
|
||
|
|
|
$
|
306,154
|
|
|
$
|
190,150
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Trade accounts receivable
|
$
|
2,817,817
|
|
|
$
|
2,248,665
|
|
CHS Capital notes receivable
|
606,514
|
|
|
604,268
|
|
||
Other
|
278,196
|
|
|
246,198
|
|
||
|
3,702,527
|
|
|
3,099,131
|
|
||
Less allowances and reserves
|
111,785
|
|
|
119,026
|
|
||
|
$
|
3,590,742
|
|
|
$
|
2,980,105
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Grain and oilseed
|
$
|
1,625,865
|
|
|
$
|
1,232,818
|
|
Energy
|
701,348
|
|
|
732,609
|
|
||
Crop nutrients
|
401,655
|
|
|
389,741
|
|
||
Feed and farm supplies
|
384,178
|
|
|
346,572
|
|
||
Processed grain and oilseed
|
76,892
|
|
|
55,231
|
|
||
Other
|
14,034
|
|
|
11,453
|
|
||
|
$
|
3,203,972
|
|
|
$
|
2,768,424
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Joint ventures:
|
|
|
|
|
|
||
Ventura Foods, LLC
|
$
|
292,393
|
|
|
$
|
278,865
|
|
Horizon Milling, LLC
|
78,372
|
|
|
79,770
|
|
||
TEMCO, LLC
|
60,734
|
|
|
47,337
|
|
||
Horizon Milling G.P.
|
16,727
|
|
|
20,445
|
|
||
Cooperatives:
|
|
|
|
|
|
||
Land O’Lakes, Inc.
|
58,382
|
|
|
53,147
|
|
||
Ag Processing Inc.
|
19,577
|
|
|
17,876
|
|
||
Other
|
147,203
|
|
|
98,539
|
|
||
|
$
|
673,388
|
|
|
$
|
595,979
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Current assets
|
$
|
574,925
|
|
|
$
|
585,760
|
|
Non-current assets
|
459,070
|
|
|
464,621
|
|
||
Current liabilities
|
197,251
|
|
|
227,199
|
|
||
Non-current liabilities
|
277,760
|
|
|
292,368
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
2,550,018
|
|
|
$
|
2,350,895
|
|
|
$
|
1,954,289
|
|
Gross profit
|
244,969
|
|
|
255,748
|
|
|
259,388
|
|
|||
Net earnings
|
94,586
|
|
|
105,754
|
|
|
95,480
|
|
|||
Earnings attributable to CHS Inc.
|
47,293
|
|
|
52,877
|
|
|
47,740
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Current assets
|
$
|
631,335
|
|
|
$
|
595,862
|
|
Non-current assets
|
158,675
|
|
|
130,464
|
|
||
Current liabilities
|
352,016
|
|
|
316,066
|
|
||
Non-current liabilities
|
5,642
|
|
|
4,922
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales
|
$
|
5,402,241
|
|
|
$
|
8,399,779
|
|
|
$
|
7,212,848
|
|
Gross profit
|
225,680
|
|
|
406,338
|
|
|
356,708
|
|
|||
Net earnings
|
121,107
|
|
|
232,473
|
|
|
150,798
|
|
|||
Earnings attributable to CHS Inc.
|
36,032
|
|
|
89,575
|
|
|
50,731
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Land and land improvements
|
$
|
145,831
|
|
|
$
|
125,170
|
|
Buildings
|
598,269
|
|
|
533,231
|
|
||
Machinery and equipment
|
3,786,488
|
|
|
3,481,046
|
|
||
Office and other
|
109,136
|
|
|
96,841
|
|
||
Construction in progress
|
405,755
|
|
|
257,940
|
|
||
|
5,045,479
|
|
|
4,494,228
|
|
||
Less accumulated depreciation and amortization
|
2,259,155
|
|
|
2,074,014
|
|
||
|
$
|
2,786,324
|
|
|
$
|
2,420,214
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Goodwill
|
$
|
81,693
|
|
|
$
|
26,409
|
|
Customer lists, less accumulated amortization of $32,883 and $25,724,
respectively |
20,694
|
|
|
13,367
|
|
||
Non-compete covenants, less accumulated amortization of $6,896 and
$6,306, respectively |
1,987
|
|
|
3,462
|
|
||
Trademarks and other intangible assets, less accumulated amortization of
$15,949 and $14,731, respectively |
22,185
|
|
|
15,891
|
|
||
Notes receivable
|
173,054
|
|
|
157,518
|
|
||
Long-term receivable
|
37,589
|
|
|
44,597
|
|
||
Prepaid pension and other benefits
|
86,477
|
|
|
103,008
|
|
||
Capitalized major maintenance
|
70,554
|
|
|
80,752
|
|
||
Other
|
24,053
|
|
|
18,478
|
|
||
|
$
|
518,286
|
|
|
$
|
463,482
|
|
|
(Dollars in thousands)
|
|
|
Year 1
|
$
|
10,826
|
|
Year 2
|
7,671
|
|
|
Year 3
|
6,167
|
|
|
Year 4
|
5,850
|
|
|
Year 5
|
4,445
|
|
|
Thereafter
|
9,908
|
|
|
|
$
|
44,867
|
|
|
Balance at
Beginning of Year |
|
Cost
Deferred |
|
Amortization
|
|
Write-Offs
|
|
Balance at
End of Year |
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
2012
|
$
|
80,752
|
|
|
$
|
23,443
|
|
|
$
|
(33,641
|
)
|
|
|
|
$
|
70,554
|
|
2011
|
19,097
|
|
|
92,129
|
|
|
(30,474
|
)
|
|
|
|
80,752
|
|
||||
2010
|
30,075
|
|
|
7,554
|
|
|
(18,532
|
)
|
|
|
|
19,097
|
|
|
Interest Rates at
|
|
|
|
|
||||
|
August 31, 2012
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||||
Notes payable(a)(j)
|
0.67% to 10.75%
|
|
$
|
269,783
|
|
|
$
|
130,719
|
|
CHS Capital notes payable(k)
|
0.80% to 2.64%
|
|
533,839
|
|
|
585,549
|
|
||
|
|
|
$
|
803,622
|
|
|
$
|
716,268
|
|
Long-term debt:
|
|
|
|
|
|
|
|
||
Revolving term loans from cooperative and other banks, payable in equal installments beginning in 2013 through 2018(b)(j)
|
5.59%
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Private placement, payable in equal installments beginning in 2014 through 2018(c)(j)
|
6.18%
|
|
400,000
|
|
|
400,000
|
|
||
Private placement, payable in equal installments through 2013(d)(j)
|
6.81%
|
|
37,500
|
|
|
75,000
|
|
||
Private placement, payable in installments through 2018(e)(j)
|
4.96% to 5.60%
|
|
59,615
|
|
|
86,539
|
|
||
Private placement, payable in equal installments beginning in 2011 through 2015(f)(j)
|
5.25%
|
|
75,000
|
|
|
100,000
|
|
||
Private placement, payable in equal installments beginning in 2014 through 2018(g)(j)
|
5.78%
|
|
50,000
|
|
|
50,000
|
|
||
Private placement, payable in equal installments beginning in 2017 through 2021(g)(j)
|
4.00%
|
|
100,000
|
|
|
100,000
|
|
||
Private placement, payable in its entirety in 2019(h)(j)
|
4.08%
|
|
130,000
|
|
|
130,000
|
|
||
Private placement, payable in its entirety in 2021(h)(j)
|
4.52%
|
|
160,000
|
|
|
160,000
|
|
||
Private placement, payable in its entirety in 2023(h)(j)
|
4.67%
|
|
130,000
|
|
|
130,000
|
|
||
Private placement, payable in its entirety in 2026(h)(j)
|
4.82%
|
|
80,000
|
|
|
80,000
|
|
||
Other notes and contracts(i)
|
2.25% to 12.17%
|
|
68,238
|
|
|
40,458
|
|
||
Total long-term debt
|
|
|
1,440,353
|
|
|
1,501,997
|
|
||
Less current portion
|
|
|
108,211
|
|
|
90,804
|
|
||
Long-term portion
|
|
|
$
|
1,332,142
|
|
|
$
|
1,411,193
|
|
(a)
|
The Company finances its working capital needs through short-term lines of credit with a syndication of domestic and international banks. On
August 31, 2012
, the Company had
two
primary committed lines of credit. The Company had a three-year revolving facility and a five-year revolving facility, each with committed amounts of
$1.25 billion
, for a total of
$2.5 billion
, which had no amounts outstanding as of August 31, 2012. As of August 31, 2011 the Company had two revolving lines of credit totaling
$2.2 billion
, with no amounts outstanding at August 31, 2011, both of which were terminated and replaced by the existing facilities in September 2011. In addition to its primary lines of credit, the Company had
two
additional revolving lines of credit, of which one was a 364-day revolving facility in the amount of
$40.0 million
committed that was terminated in
October 2011
, and the other is a three-year revolving facility in the amount of
$40.0 million
committed, with the right to increase the capacity to
$120.0 million
, that expires in
November 2013
. There were no amounts outstanding on either of these two additional revolving lines of credit on August 31, 2012 and
2011
. The Company also has a committed revolving credit facility dedicated to NCRA, with a syndication of banks in the amount of
$15.0 million
that expires in
December 2014
, with no amounts outstanding on
August 31, 2012
and
2011
. The Company's wholly-owned subsidiaries, CHS Europe S.A. and CHS do Brasil Ltda., have uncommitted lines of credit to finance their normal trading activities with outstanding amounts of
$190.4 million
as of
August 31, 2012
and
$128.8 million
as of
August 31, 2011
, which are collateralized by certain inventories and receivables. In addition, other international subsidiaries have lines of credit totaling
$77.7 million
outstanding at August 31, 2012, of which,
$43.8 million
is collateralized.
The Company has two commercial paper programs totaling up to
$125.0 million
with two banks participating in the revolving credit facilities. Terms of the Company’s credit facilities allow a maximum usage of
$200.0 million
to pay principal under any commercial paper facility. On
August 31, 2012
and
2011
, there was no commercial paper outstanding. Miscellaneous short-term notes payable totaled
$1.7 million
and
$1.9 million
on
August 31, 2012
and
2011
, respectively.
|
(b)
|
In
December 2007
, the Company established a ten-year long-term credit agreement through a syndication of cooperative banks in the amount of
$150.0 million
.
|
(c)
|
In
October 2007
, the Company entered into a private placement with several insurance companies for long-term debt in the amount of
$400.0 million
.
|
(d)
|
In
June 1998
, the Company entered into a private placement with several insurance companies for long-term debt in the amount of
$225.0 million
.
|
(e)
|
In
October 2002
, the Company entered into a private placement with several insurance companies for long-term debt in the amount of
$175.0 million
.
|
(f)
|
In
September 2004
, the Company entered into a private placement with several insurance companies for long-term debt in the amount of
$125.0 million
.
|
(g)
|
In
March 2004
, the Company entered into a note purchase and private shelf agreement with Prudential Capital Group. In
April 2007
, the agreement was amended with Prudential Investment Management, Inc. and several other participating insurance companies to expand the uncommitted facility from
$70.0 million
to
$150.0 million
. In
February 2008
, the Company borrowed
$50.0 million
under the shelf arrangement and in
November 2010
, the Company borrowed
$100.0 million
under the shelf arrangement.
|
(h)
|
In
June 2011
, the Company entered into a private placement with certain accredited investors for long-term debt in the amount of
$500.0 million
, which was layered into four series. Under the agreement, the Company may, from time to time, issue additional series of notes pursuant to the agreement, provided that the aggregate principal amount of all notes outstanding at any time may not exceed
$1.5 billion
.
|
(i)
|
Other notes and contracts payable of
$33.7 million
are collateralized on
August 31, 2012
.
|
(j)
|
The debt is unsecured; however, restrictive covenants under various agreements have requirements for maintenance of minimum working capital levels and other financial ratios.
|
(k)
|
Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary of CHS Capital, has available credit totaling
$300.0 million
as of
August 31, 2012
, under note purchase agreements with various purchasers, through the issuance of short-term notes payable. CHS Capital sells eligible commercial loans receivable it has originated to Cofina Funding, which are then pledged as collateral under the note purchase agreements. The notes payable issued by Cofina Funding bear interest at variable rates with a weighted-average interest rate of
1.21%
as of
August 31, 2012
. Borrowings by Cofina Funding utilizing the available credit under the note purchase agreements totaled
$121.5 million
as of
August 31, 2012
. CHS Capital has available credit under master participation agreements with numerous counterparties. Borrowings under these agreements are accounted for as secured borrowings and bear interest at variable rates ranging from
2.03%
to
3.00%
as of August 31, 2012. As of August 31, 2012, the total funding commitment under these agreements was
$261.0 million
, of which
$122.7 million
was borrowed. CHS Capital sells loan commitments it has originated to ProPartners Financial (ProPartners) on a recourse basis. The total capacity for commitments under the ProPartners program is
$250.0 million
. The total outstanding commitments under the program totaled
$238.2 million
as of
August 31, 2012
, of which
$158.2 million
was borrowed under these commitments with an interest rate of
1.82%
. CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates ranging from
0.80%
to
1.10%
as of
August 31, 2012
, and are due upon demand. Borrowings under these notes totaled
$131.4 million
as of
August 31, 2012
. As of
August 31, 2011
, the net borrowings under the Cofina Funding note purchase agreements were
$371.3 million
. CHS Capital borrowings under the ProPartners program and the surplus funds program were
$174.0 million
and
$96.6 million
, respectively, as of
August 31, 2011
.
|
|
2012
|
|
2011
|
||
Notes payable
|
2.58
|
%
|
|
2.37
|
%
|
CHS Capital notes payable
|
1.68
|
%
|
|
1.86
|
%
|
Long-term debt
|
5.16
|
%
|
|
5.25
|
%
|
|
(Dollars in thousands)
|
||
2013
|
$
|
108,211
|
|
2014
|
161,986
|
|
|
2015
|
163,647
|
|
|
2016
|
130,044
|
|
|
2017
|
150,213
|
|
|
Thereafter
|
726,252
|
|
|
|
$
|
1,440,353
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest expense
|
$
|
94,090
|
|
|
$
|
83,044
|
|
|
$
|
69,901
|
|
Interest-purchase of NCRA noncontrolling interests
|
113,184
|
|
|
|
|
|
|||||
Capitalized interest
|
(8,882
|
)
|
|
(5,487
|
)
|
|
(6,212
|
)
|
|||
Interest income
|
(5,129
|
)
|
|
(2,722
|
)
|
|
(5,365
|
)
|
|||
Interest, net
|
$
|
193,263
|
|
|
$
|
74,835
|
|
|
$
|
58,324
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
9,565
|
|
|
$
|
10,564
|
|
|
$
|
3,409
|
|
State
|
7,851
|
|
|
8,922
|
|
|
4,081
|
|
|||
Foreign
|
4,812
|
|
|
53
|
|
|
1,441
|
|
|||
|
22,228
|
|
|
19,539
|
|
|
8,931
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
66,707
|
|
|
54,435
|
|
|
43,361
|
|
|||
State
|
1,617
|
|
|
9,454
|
|
|
1,823
|
|
|||
Foreign
|
(9,700
|
)
|
|
3,200
|
|
|
(5,677
|
)
|
|||
|
58,624
|
|
|
67,089
|
|
|
39,507
|
|
|||
Total
|
$
|
80,852
|
|
|
$
|
86,628
|
|
|
$
|
48,438
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accrued expenses
|
$
|
89,844
|
|
|
$
|
91,458
|
|
Postretirement health care and deferred compensation
|
107,817
|
|
|
100,256
|
|
||
Tax credit carryforwards
|
118,752
|
|
|
102,120
|
|
||
Loss carryforwards
|
30,272
|
|
|
71,470
|
|
||
Other
|
57,429
|
|
|
55,414
|
|
||
Deferred tax assets valuation
|
(56,659
|
)
|
|
(47,599
|
)
|
||
Total deferred tax assets
|
347,455
|
|
|
373,119
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Pension
|
35,516
|
|
|
56,702
|
|
||
Investments
|
120,879
|
|
|
91,290
|
|
||
Major maintenance
|
9,141
|
|
|
4,591
|
|
||
Property, plant and equipment
|
453,863
|
|
|
453,805
|
|
||
Other
|
175
|
|
|
—
|
|
||
Total deferred tax liabilities
|
619,574
|
|
|
606,388
|
|
||
Net deferred tax liabilities
|
$
|
272,119
|
|
|
$
|
233,269
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
0.5
|
|
|
1.3
|
|
|
0.8
|
|
Patronage earnings
|
(24.2
|
)
|
|
(20.5
|
)
|
|
(23.8
|
)
|
Domestic production activities deduction
|
(3.5
|
)
|
|
(3.2
|
)
|
|
(1.5
|
)
|
Export activities at rates other than the U.S. statutory rate
|
0.4
|
|
|
0.5
|
|
|
1.0
|
|
Valuation allowance
|
0.6
|
|
|
0.9
|
|
|
0.8
|
|
Tax credits
|
(1.3
|
)
|
|
(3.1
|
)
|
|
(0.2
|
)
|
Non-controlling interests
|
(1.9
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
Other
|
0.1
|
|
|
(0.4
|
)
|
|
(1.8
|
)
|
Effective tax rate
|
5.7
|
%
|
|
7.5
|
%
|
|
8.3
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Beginning balances
|
$
|
67,271
|
|
|
$
|
69,357
|
|
|
$
|
72,519
|
|
Reductions attributable to statute expiration
|
|
|
|
(2,086
|
)
|
|
(3,162
|
)
|
|||
Balances at August 31
|
$
|
67,271
|
|
|
$
|
67,271
|
|
|
$
|
69,357
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income attributable to CHS Inc.
|
$
|
1,260,628
|
|
|
$
|
961,355
|
|
|
$
|
502,159
|
|
Transfers to noncontrolling interests:
|
|
|
|
|
|
||||||
Decrease in CHS Inc. capital reserves for purchase of noncontrolling interests
|
(82,138
|
)
|
|
|
|
|
|||||
Changes from net income attributable to CHS Inc. and transfers to noncontrolling interests
|
$
|
1,178,490
|
|
|
$
|
961,355
|
|
|
$
|
502,159
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation at beginning of period
|
$
|
501,053
|
|
|
$
|
493,601
|
|
|
$
|
29,728
|
|
|
$
|
47,233
|
|
|
$
|
56,864
|
|
|
$
|
46,262
|
|
Service cost
|
26,010
|
|
|
25,232
|
|
|
279
|
|
|
1,246
|
|
|
2,556
|
|
|
1,771
|
|
||||||
Interest cost
|
24,119
|
|
|
22,257
|
|
|
1,343
|
|
|
1,933
|
|
|
2,638
|
|
|
2,194
|
|
||||||
Transfers in from Agriliance Employee Retirement Plan
|
84,498
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss (gain)
|
982
|
|
|
759
|
|
|
2,498
|
|
|
(1,233
|
)
|
|
(1,997
|
)
|
|
1,199
|
|
||||||
Assumption change
|
62,755
|
|
|
(11,014
|
)
|
|
1,956
|
|
|
(514
|
)
|
|
6,437
|
|
|
912
|
|
||||||
Plan amendments
|
|
|
|
365
|
|
|
|
|
|
1,047
|
|
|
(899
|
)
|
|
|
|
||||||
Medicare D
|
|
|
|
|
|
|
|
|
|
|
|
|
625
|
|
|
216
|
|
||||||
Excise tax on high cost healthcare plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,279
|
|
||||||
Benefits paid
|
(28,351
|
)
|
|
(30,147
|
)
|
|
(1,334
|
)
|
|
(19,984
|
)
|
|
(2,035
|
)
|
|
(1,969
|
)
|
||||||
Benefit obligation at end of period
|
$
|
671,066
|
|
|
$
|
501,053
|
|
|
$
|
34,470
|
|
|
$
|
29,728
|
|
|
$
|
64,189
|
|
|
$
|
56,864
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
$
|
540,822
|
|
|
$
|
478,361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gain on plan assets
|
50,515
|
|
|
57,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Company contributions
|
28,000
|
|
|
35,000
|
|
|
1,334
|
|
|
19,984
|
|
|
2,035
|
|
|
1,969
|
|
||||||
Transfers in from Agriliance Employee Retirement Plan
|
97,210
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Benefits paid
|
(28,351
|
)
|
|
(30,147
|
)
|
|
(1,334
|
)
|
|
(19,984
|
)
|
|
(2,035
|
)
|
|
(1,969
|
)
|
||||||
Fair value of plan assets at end of period
|
$
|
688,196
|
|
|
$
|
540,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of period
|
$
|
17,130
|
|
|
$
|
39,769
|
|
|
$
|
(34,470
|
)
|
|
$
|
(29,728
|
)
|
|
$
|
(64,189
|
)
|
|
$
|
(56,864
|
)
|
Amounts recognized on balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-current assets
|
$
|
17,695
|
|
|
$
|
40,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
$
|
(3,325
|
)
|
|
$
|
(3,205
|
)
|
|
$
|
(3,297
|
)
|
|
$
|
(3,111
|
)
|
||
Non-current liabilities
|
(565
|
)
|
|
(278
|
)
|
|
(31,145
|
)
|
|
(26,523
|
)
|
|
(60,892
|
)
|
|
(53,753
|
)
|
||||||
Ending balance
|
$
|
17,130
|
|
|
$
|
39,769
|
|
|
$
|
(34,470
|
)
|
|
$
|
(29,728
|
)
|
|
$
|
(64,189
|
)
|
|
$
|
(56,864
|
)
|
Amounts recognized in accumulated other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net transition obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
563
|
|
|
$
|
1,651
|
|
||||
Prior service cost (credit)
|
$
|
9,392
|
|
|
$
|
11,223
|
|
|
$
|
1,316
|
|
|
$
|
497
|
|
|
(17
|
)
|
|
(190
|
)
|
||
Net loss
|
331,420
|
|
|
247,669
|
|
|
10,104
|
|
|
7,124
|
|
|
683
|
|
|
14,076
|
|
||||||
Noncontrolling interests
|
|
|
|
(20,524
|
)
|
|
|
|
|
(82
|
)
|
|
|
|
|
(3,821
|
)
|
||||||
Ending balance
|
$
|
340,812
|
|
|
$
|
238,368
|
|
|
$
|
11,420
|
|
|
$
|
7,539
|
|
|
$
|
1,229
|
|
|
$
|
11,716
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||
Components of net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service cost
|
$
|
26,010
|
|
|
$
|
25,232
|
|
|
$
|
20,774
|
|
|
$
|
279
|
|
|
$
|
1,246
|
|
|
$
|
1,220
|
|
|
$
|
2,556
|
|
|
$
|
1,771
|
|
|
$
|
1,385
|
|
Interest cost
|
24,119
|
|
|
22,257
|
|
|
23,034
|
|
|
1,343
|
|
|
1,933
|
|
|
2,235
|
|
|
2,638
|
|
|
2,194
|
|
|
2,153
|
|
|||||||||
Expected return on assets
|
(40,904
|
)
|
|
(41,770
|
)
|
|
(36,875
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Settlement of retiree obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
4,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Special agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,722
|
|
|||||||||
Prior service cost (credit) amortization
|
1,831
|
|
|
2,327
|
|
|
2,193
|
|
|
228
|
|
|
141
|
|
|
419
|
|
|
(104
|
)
|
|
(122
|
)
|
|
(186
|
)
|
|||||||||
Actuarial loss amortization
|
15,131
|
|
|
16,090
|
|
|
10,578
|
|
|
428
|
|
|
967
|
|
|
617
|
|
|
891
|
|
|
513
|
|
|
12
|
|
|||||||||
Transition amount amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
936
|
|
|
935
|
|
|
936
|
|
|||||||||
Net periodic benefit cost
|
$
|
26,187
|
|
|
$
|
24,136
|
|
|
$
|
19,704
|
|
|
$
|
2,278
|
|
|
$
|
9,022
|
|
|
$
|
4,491
|
|
|
$
|
6,917
|
|
|
$
|
5,291
|
|
|
$
|
6,022
|
|
Weighted-average assumptions to determine the net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
5.00
|
%
|
|
4.75
|
%
|
|
5.75
|
%
|
|
5.00
|
%
|
|
4.75
|
%
|
|
5.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
5.75
|
%
|
|||||||||
Expected return on plan assets
|
7.25
|
%
|
|
7.75
|
%
|
|
8.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Rate of compensation increase
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|||||||||
Weighted-average assumptions to determine the benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.80
|
%
|
|
5.00
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
|
4.75
|
%
|
|
3.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|||||||||
Rate of compensation increase
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.75
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other
Benefits
|
||||||
|
(Dollars in thousands)
|
||||||||||
Amortization of transition obligation
|
|
|
|
|
|
|
$
|
563
|
|
||
Amortization of prior service cost (benefit)
|
$
|
1,597
|
|
|
$
|
(33
|
)
|
|
$
|
(17
|
)
|
Amortization of net actuarial loss
|
$
|
22,516
|
|
|
$
|
32
|
|
|
$
|
1,152
|
|
|
1% Increase
|
|
1% Decrease
|
||||
|
(Dollars in thousands)
|
||||||
Effect on total of service and interest cost components
|
$
|
630
|
|
|
$
|
(510
|
)
|
Effect on postretirement benefit obligation
|
6,200
|
|
|
(5,400
|
)
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
|
|
Gross
|
|
Medicare D
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||
2013
|
$
|
36,805
|
|
|
$
|
3,325
|
|
|
$
|
3,297
|
|
|
$
|
100
|
|
2014
|
39,083
|
|
|
1,276
|
|
|
3,455
|
|
|
100
|
|
||||
2015
|
42,954
|
|
|
1,002
|
|
|
3,671
|
|
|
100
|
|
||||
2016
|
44,523
|
|
|
1,869
|
|
|
4,018
|
|
|
100
|
|
||||
2017
|
47,263
|
|
|
4,293
|
|
|
4,249
|
|
|
100
|
|
||||
2018-2022
|
278,194
|
|
|
13,187
|
|
|
23,644
|
|
|
500
|
|
•
|
optimization of the long-term returns on plan assets at an acceptable level of risk
|
•
|
maintenance of a broad diversification across asset classes and among investment managers
|
•
|
focus on long-term return objectives
|
|
2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
2,588
|
|
|
$
|
21,380
|
|
|
|
|
|
$
|
23,968
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
115,515
|
|
|
289,286
|
|
|
|
|
|
404,801
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
76,795
|
|
|
164,380
|
|
|
$
|
1,868
|
|
|
243,043
|
|
|||
Real estate funds
|
|
|
|
|
|
|
16,257
|
|
|
16,257
|
|
||||
Hedge funds
|
|
|
|
|
|
|
127
|
|
|
127
|
|
||||
Total
|
$
|
194,898
|
|
|
$
|
475,046
|
|
|
$
|
18,252
|
|
|
$
|
688,196
|
|
|
2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
3,073
|
|
|
$
|
22,325
|
|
|
|
|
|
$
|
25,398
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
100,508
|
|
|
198,828
|
|
|
|
|
|
299,336
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
66,124
|
|
|
135,251
|
|
|
|
|
|
201,375
|
|
||||
Real estate funds
|
|
|
|
|
|
|
$
|
14,522
|
|
|
14,522
|
|
|||
Hedge funds
|
|
|
|
|
|
|
191
|
|
|
191
|
|
||||
Total
|
$
|
169,705
|
|
|
$
|
356,404
|
|
|
$
|
14,713
|
|
|
$
|
540,822
|
|
|
2012
|
||||||||||||||
|
Mutual Funds
|
|
Real
Estate
Funds
|
|
Hedge
Funds
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Balances at beginning of period
|
$
|
—
|
|
|
$
|
14,522
|
|
|
$
|
191
|
|
|
$
|
14,713
|
|
Unrealized gains (losses)
|
48
|
|
|
1,763
|
|
|
(68
|
)
|
|
1,743
|
|
||||
Realized losses (gains)
|
90
|
|
|
(48
|
)
|
|
|
|
|
42
|
|
||||
Sales
|
(8
|
)
|
|
(2
|
)
|
|
|
|
|
(10
|
)
|
||||
Purchases
|
|
|
22
|
|
|
4
|
|
|
26
|
|
|||||
Transfers into level 3
|
1,738
|
|
|
|
|
|
|
1,738
|
|
||||||
Total
|
$
|
1,868
|
|
|
$
|
16,257
|
|
|
$
|
127
|
|
|
$
|
18,252
|
|
|
2011
|
||||||||||
|
Real
Estate
Funds
|
|
Hedge
Funds
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balances at beginning of period
|
$
|
9,407
|
|
|
$
|
2,705
|
|
|
$
|
12,112
|
|
Unrealized gains
|
2,104
|
|
|
132
|
|
|
2,236
|
|
|||
Purchases, sales, issuances and settlements, net
|
3,011
|
|
|
(2,646
|
)
|
|
365
|
|
|||
Total
|
$
|
14,522
|
|
|
$
|
191
|
|
|
$
|
14,713
|
|
•
|
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 CHS chooses to stop participating in the multiemployer plan, CHS 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
|
|
2012
|
|
2011
|
|
2010
|
|
Surcharge Imposed
|
Expiration Date of Collective Bargaining Agreement
|
||||||
Co-op Retirement Plan
|
|
01-0689331 / 001
|
|
$
|
1,885
|
|
|
$
|
1,279
|
|
|
$
|
1,325
|
|
|
N/A
|
N/A
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
For the year ended August 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
12,816,542
|
|
|
$
|
28,181,445
|
|
|
$
|
68,882
|
|
|
$
|
(467,583
|
)
|
|
$
|
40,599,286
|
|
Cost of goods sold
|
11,514,463
|
|
|
27,544,040
|
|
|
(2,777
|
)
|
|
(467,583
|
)
|
|
38,588,143
|
|
|||||
Gross profit
|
1,302,079
|
|
|
637,405
|
|
|
71,659
|
|
|
—
|
|
|
2,011,143
|
|
|||||
Marketing, general and administrative
|
155,786
|
|
|
273,757
|
|
|
68,690
|
|
|
|
|
|
498,233
|
|
|||||
Operating earnings
|
1,146,293
|
|
|
363,648
|
|
|
2,969
|
|
|
—
|
|
|
1,512,910
|
|
|||||
Loss on investments
|
4,008
|
|
|
1,049
|
|
|
408
|
|
|
|
|
|
5,465
|
|
|||||
Interest, net
|
122,302
|
|
|
57,915
|
|
|
13,046
|
|
|
|
|
|
193,263
|
|
|||||
Equity income from investments
|
(7,537
|
)
|
|
(22,737
|
)
|
|
(72,115
|
)
|
|
|
|
|
(102,389
|
)
|
|||||
Income before income taxes
|
$
|
1,027,520
|
|
|
$
|
327,421
|
|
|
$
|
61,630
|
|
|
$
|
—
|
|
|
$
|
1,416,571
|
|
Intersegment revenues
|
$
|
(467,583
|
)
|
|
|
|
|
|
|
|
$
|
467,583
|
|
|
$
|
—
|
|
||
Goodwill
|
$
|
1,165
|
|
|
$
|
73,630
|
|
|
$
|
6,898
|
|
|
|
|
|
$
|
81,693
|
|
|
Capital expenditures
|
$
|
294,560
|
|
|
$
|
168,825
|
|
|
$
|
5,226
|
|
|
|
|
|
$
|
468,611
|
|
|
Depreciation and amortization
|
$
|
109,496
|
|
|
$
|
92,538
|
|
|
$
|
17,598
|
|
|
|
|
|
$
|
219,632
|
|
|
Total identifiable assets at August 31, 2012
|
$
|
3,684,571
|
|
|
$
|
6,816,809
|
|
|
$
|
2,921,771
|
|
|
|
|
|
$
|
13,423,151
|
|
|
For the year ended August 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
11,467,381
|
|
|
$
|
25,767,033
|
|
|
$
|
64,809
|
|
|
$
|
(383,389
|
)
|
|
$
|
36,915,834
|
|
Cost of goods sold
|
10,694,687
|
|
|
25,204,301
|
|
|
(2,611
|
)
|
|
(383,389
|
)
|
|
35,512,988
|
|
|||||
Gross profit
|
772,694
|
|
|
562,732
|
|
|
67,420
|
|
|
—
|
|
|
1,402,846
|
|
|||||
Marketing, general and administrative
|
142,708
|
|
|
229,369
|
|
|
66,421
|
|
|
|
|
|
438,498
|
|
|||||
Operating earnings (losses)
|
629,986
|
|
|
333,363
|
|
|
999
|
|
|
—
|
|
|
964,348
|
|
|||||
Loss (gain) on investments
|
1,027
|
|
|
(118,344
|
)
|
|
(9,412
|
)
|
|
|
|
|
(126,729
|
)
|
|||||
Interest, net
|
5,829
|
|
|
57,438
|
|
|
11,568
|
|
|
|
|
|
74,835
|
|
|||||
Equity income from investments
|
(6,802
|
)
|
|
(40,482
|
)
|
|
(84,130
|
)
|
|
|
|
|
(131,414
|
)
|
|||||
Income before income taxes
|
$
|
629,932
|
|
|
$
|
434,751
|
|
|
$
|
82,973
|
|
|
$
|
—
|
|
|
$
|
1,147,656
|
|
Intersegment revenues
|
$
|
(383,389
|
)
|
|
|
|
|
|
|
|
$
|
383,389
|
|
|
$
|
—
|
|
||
Goodwill
|
$
|
1,165
|
|
|
$
|
18,346
|
|
|
$
|
6,898
|
|
|
|
|
|
$
|
26,409
|
|
|
Capital expenditures
|
$
|
198,692
|
|
|
$
|
107,866
|
|
|
$
|
4,112
|
|
|
|
|
|
$
|
310,670
|
|
|
Depreciation and amortization
|
$
|
126,018
|
|
|
$
|
79,231
|
|
|
$
|
15,445
|
|
|
|
|
|
$
|
220,694
|
|
|
Total identifiable assets at August 31, 2011
|
$
|
3,883,205
|
|
|
$
|
5,276,537
|
|
|
$
|
3,057,268
|
|
|
|
|
|
$
|
12,217,010
|
|
|
For the year ended August 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
8,799,890
|
|
|
$
|
16,715,055
|
|
|
$
|
48,522
|
|
|
$
|
(295,536
|
)
|
|
$
|
25,267,931
|
|
Cost of goods sold
|
8,437,504
|
|
|
16,258,679
|
|
|
(3,237
|
)
|
|
(295,536
|
)
|
|
24,397,410
|
|
|||||
Gross profit
|
362,386
|
|
|
456,376
|
|
|
51,759
|
|
|
—
|
|
|
870,521
|
|
|||||
Marketing, general and administrative
|
123,834
|
|
|
187,640
|
|
|
55,108
|
|
|
|
|
|
366,582
|
|
|||||
Operating earnings (losses)
|
238,552
|
|
|
268,736
|
|
|
(3,349
|
)
|
|
—
|
|
|
503,939
|
|
|||||
Gain on investments
|
(269
|
)
|
|
(421
|
)
|
|
(28,743
|
)
|
|
|
|
|
(29,433
|
)
|
|||||
Interest, net
|
9,939
|
|
|
33,039
|
|
|
15,346
|
|
|
|
|
|
58,324
|
|
|||||
Equity income from investments
|
(5,554
|
)
|
|
(31,248
|
)
|
|
(71,985
|
)
|
|
|
|
|
(108,787
|
)
|
|||||
Income before income taxes
|
$
|
234,436
|
|
|
$
|
267,366
|
|
|
$
|
82,033
|
|
|
$
|
—
|
|
|
$
|
583,835
|
|
Intersegment revenues
|
$
|
(295,536
|
)
|
|
|
|
|
|
|
|
$
|
295,536
|
|
|
$
|
—
|
|
||
Goodwill
|
$
|
1,165
|
|
|
$
|
14,975
|
|
|
$
|
6,898
|
|
|
|
|
$
|
23,038
|
|
||
Capital expenditures
|
$
|
197,637
|
|
|
$
|
122,468
|
|
|
$
|
4,157
|
|
|
|
|
|
$
|
324,262
|
|
|
Depreciation and amortization
|
$
|
118,071
|
|
|
$
|
69,170
|
|
|
$
|
15,681
|
|
|
|
|
|
$
|
202,922
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in millions)
|
||||||||||
Asia
|
$
|
290
|
|
|
$
|
6
|
|
|
$
|
31
|
|
Europe
|
1,064
|
|
|
277
|
|
|
119
|
|
|||
U.S. Only
|
37,503
|
|
|
35,287
|
|
|
24,274
|
|
|||
South America
|
1,444
|
|
|
1,066
|
|
|
593
|
|
|||
|
$
|
40,301
|
|
|
$
|
36,636
|
|
|
$
|
25,017
|
|
|
2012
|
||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
Readily marketable inventories
|
|
|
|
$
|
1,702,757
|
|
|
|
|
$
|
1,702,757
|
|
|||
Commodity and freight derivatives
|
$
|
70,586
|
|
|
778,362
|
|
|
|
|
848,948
|
|
||||
Foreign currency derivatives
|
957
|
|
|
|
|
|
|
|
957
|
|
|||||
Other assets
|
75,000
|
|
|
|
|
|
|
|
75,000
|
|
|||||
Total Assets
|
$
|
146,543
|
|
|
$
|
2,481,119
|
|
|
|
|
$
|
2,627,662
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
150,049
|
|
|
$
|
356,046
|
|
|
|
|
$
|
506,095
|
|
||
Interest rate swap derivatives
|
|
|
|
544
|
|
|
|
|
544
|
|
|||||
Foreign currency derivatives
|
2,366
|
|
|
|
|
|
|
|
2,366
|
|
|||||
Accrued liability for contingent
crack spread payments related to purchase of noncontrolling interests |
|
|
|
|
|
|
$
|
127,516
|
|
|
127,516
|
|
|||
Total Liabilities
|
$
|
152,415
|
|
|
$
|
356,590
|
|
|
$
|
127,516
|
|
|
$
|
636,521
|
|
|
2011
|
||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|||
Readily marketable inventories
|
|
|
|
$
|
1,288,049
|
|
|
|
|
$
|
1,288,049
|
|
|
Commodity and freight derivatives
|
$
|
85,082
|
|
|
549,056
|
|
|
|
|
634,138
|
|
||
Foreign currency derivatives
|
1,508
|
|
|
|
|
|
|
|
1,508
|
|
|||
Other assets
|
68,246
|
|
|
|
|
|
|
|
68,246
|
|
|||
Total Assets
|
$
|
154,836
|
|
|
$
|
1,837,105
|
|
|
|
|
$
|
1,991,941
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||
Commodity and freight derivatives
|
191,607
|
|
|
290,256
|
|
|
|
|
481,863
|
|
|||
Interest rate swap derivatives
|
|
|
|
750
|
|
|
|
|
750
|
|
|||
Total Liabilities
|
$
|
191,607
|
|
|
$
|
291,006
|
|
|
|
|
$
|
482,613
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||
|
|
|
|
|
||
|
Fair Value
|
Valuation
|
|
Range
|
||
Item
|
August 31, 2012
|
Technique
|
Unobservable Input
|
(Weighted Average)
|
||
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
$
|
127,516
|
|
Adjusted Black Scholes option pricing model
|
Forward crack spread margin on August 31 (a)
|
$13.77-$21.62 (16.15)
|
|
|
|
Contractual target crack spread margin (b)
|
$17.50
|
||
|
|
|
Expected volatility (c)
|
86.11%
|
||
|
|
|
Risk-free interest rate (d)
|
0.16-0.59% (0.38%)
|
||
|
|
|
Expected life (years) (e)
|
1.00-5.00 (3.40)
|
||
Mandatorily redeemable noncontrolling interests
|
$
|
334,707
|
|
Discounted cash flows
|
Own credit risk (f)
|
2.16-2.56% (2.40%)
|
|
|
Level 3 Liabilities
|
||||||
|
|
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
|
Mandatorily redeemable noncontrolling interests
|
||||
Balances, September 1, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases
|
|
105,188
|
|
|
328,676
|
|
||
Total losses included in cost of goods sold
|
|
22,328
|
|
|
|
|||
Total losses included in interest, net
|
|
|
|
6,031
|
|
|||
Balances, August 31, 2012
|
|
$
|
127,516
|
|
|
$
|
334,707
|
|
|
Rail Cars
|
|
Vehicles
|
|
Equipment
and Other |
|
Total
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
2013
|
$
|
13,307
|
|
|
$
|
20,885
|
|
|
$
|
14,767
|
|
|
$
|
48,959
|
|
2014
|
10,452
|
|
|
16,425
|
|
|
12,368
|
|
|
39,245
|
|
||||
2015
|
9,500
|
|
|
13,233
|
|
|
11,045
|
|
|
33,778
|
|
||||
2016
|
8,401
|
|
|
12,894
|
|
|
9,783
|
|
|
31,078
|
|
||||
2017
|
7,388
|
|
|
8,426
|
|
|
8,401
|
|
|
24,215
|
|
||||
Thereafter
|
8,050
|
|
|
2,415
|
|
|
15,269
|
|
|
25,734
|
|
||||
Total minimum future lease payments
|
$
|
57,098
|
|
|
$
|
74,278
|
|
|
$
|
71,633
|
|
|
$
|
203,009
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1 - 3
Years |
|
3 - 5
Years |
|
More than
5 Years |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Long-term unconditional purchase obligations
|
$
|
568,522
|
|
|
$
|
63,778
|
|
|
$
|
132,222
|
|
|
$
|
117,311
|
|
|
$
|
255,211
|
|
Other contractual obligations
|
5,701,737
|
|
|
5,657,100
|
|
|
31,837
|
|
|
9,777
|
|
|
3,023
|
|
|||||
Total purchase obligations
|
$
|
6,270,259
|
|
|
$
|
5,720,878
|
|
|
$
|
164,059
|
|
|
$
|
127,088
|
|
|
$
|
258,234
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash paid during the period for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
155,888
|
|
|
$
|
73,557
|
|
|
$
|
65,400
|
|
Income taxes
|
27,671
|
|
|
1,046
|
|
|
15,899
|
|
|||
Other significant noncash investing and financing transactions:
|
|
|
|
|
|
|
|
|
|||
Capital equity certificates exchanged for Preferred Stock
|
|
|
|
|
|
|
36,674
|
|
|||
Capital equity certificates cancelled for fiscal 2009 patronage losses in wholesale crop nutrients
|
|
|
|
|
|
|
60,154
|
|
|||
Capital equity certificates issued in exchange for Ag acquisitions
|
29,155
|
|
|
6,453
|
|
|
616
|
|
|||
Accrual of dividends and equities payable
|
(578,809
|
)
|
|
(400,216
|
)
|
|
(210,435
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Sales
|
$
|
2,185,348
|
|
|
$
|
3,004,303
|
|
|
$
|
2,276,682
|
|
Purchases
|
1,143,285
|
|
|
1,461,391
|
|
|
961,062
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Receivables
|
$
|
51,716
|
|
|
$
|
51,831
|
|
Payables
|
60,659
|
|
|
29,398
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income including noncontrolling interests
|
$
|
1,335,719
|
|
|
$
|
1,061,028
|
|
|
$
|
535,397
|
|
Pension and other postretirement, net of tax (benefit) expense of $(21,710), $17,776 and $(30,847) in 2012, 2011 and 2010, respectively
|
(38,216
|
)
|
|
28,001
|
|
|
(47,667
|
)
|
|||
Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $199, $455 and $(477) in 2012, 2011 and 2010, respectively
|
355
|
|
|
716
|
|
|
(750
|
)
|
|||
Treasury locks and swaps, net of tax expense (benefit) of $449, $(2,180) and $227 in 2012, 2011 and 2010, respectively
|
586
|
|
|
(3,424
|
)
|
|
356
|
|
|||
Energy derivative instruments qualified for hedge accounting, net of tax expense (benefit) of $1,540 and $(1,540) in 2011 and 2010, respectively
|
|
|
|
2,419
|
|
|
(2,419
|
)
|
|||
Foreign currency translation adjustment, net of tax (benefit) expense of $(3,699), $2,842 and $(791) in 2012, 2011 and 2010, respectively
|
(5,855
|
)
|
|
4,464
|
|
|
(1,242
|
)
|
|||
Other comprehensive (loss) income
|
(43,130
|
)
|
|
32,176
|
|
|
(51,722
|
)
|
|||
Total comprehensive income, including noncontrolling interests
|
1,292,589
|
|
|
1,093,204
|
|
|
483,675
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
75,091
|
|
|
101,458
|
|
|
30,513
|
|
|||
Comprehensive income attributable to CHS Inc.
|
$
|
1,217,498
|
|
|
$
|
991,746
|
|
|
$
|
453,162
|
|
|
2012
|
|
2011
|
||||
|
(Dollars in thousands)
|
||||||
Pension and other postretirement, net of tax benefit of $(145,031) and $(123,321) in 2012 and 2011, respectively
|
$
|
(228,727
|
)
|
|
$
|
(190,511
|
)
|
Unrealized net gain on available for sale investments, net of tax expense of $858 and $659 in 2012 and 2011, respectively
|
1,391
|
|
|
1,036
|
|
||
Treasury locks and swaps, net of tax benefit of $(2,347) and $(2,796) in 2012 and 2011, respectively
|
(3,806
|
)
|
|
(4,392
|
)
|
||
Foreign currency translation adjustment, net of tax (benefit) expense of $(891) and $2,808 in 2012 and 2011, respectively
|
(1,445
|
)
|
|
4,410
|
|
||
Accumulated other comprehensive loss, including noncontrolling interests
|
(232,587
|
)
|
|
(189,457
|
)
|
||
Accumulated other comprehensive loss attributable to noncontrolling interests
|
|
|
|
(14,581
|
)
|
||
Accumulated other comprehensive loss attributable to CHS Inc.
|
$
|
(232,587
|
)
|
|
$
|
(174,876
|
)
|
|
CHS INC.
|
|
|
|
|
|
By:
|
/s/Jerry Hasnedl
|
|
Its:
|
Chairman of the Board
|
|
CHS INC.
|
|
|
|
|
|
By:
|
/s/Carl M. Casale
|
|
Its:
|
President and CEO
|
2.1
|
Selection
. Participation in the Plan shall be limited to Directors and, as determined by the Chief Executive Officer in his or her sole discretion, a select group of management or highly compensated Employees. From that group, the Chief Executive Officer shall select, in his or her sole discretion, those individuals who may actually participate in this Plan.
|
|
CHS INC.
|
|
|
|
|
|
By:
|
/s/Carl M. Casale
|
|
Its:
|
President and Chief Executive Officer
|
2.01
|
CHS shall originate and make the Loans to Borrowers in accordance with the Loan Underwriting Criteria, the proceeds of which will be used to finance the Borrowers’ agricultural production or processing activities. ProPartners shall then purchase up to a 100% participation interest, or in the case of Cooperative/Commercial Loans, such portion of such Cooperative/Commercial Loan offered to ProPartners, from CHS (a “
Participation Interest
”) in each Loan (each, a “
Participated Loan
” and collectively, the “
Participated Loans
”), in an aggregate principal amount totaling up to $300,000,000 in accordance with the terms of this Agreement. Subject to the limitations set forth in this Agreement, ProPartners hereby grants CHS delegated authority to approve all Loans with a Commitment amount that is less than or equal to $1,000,000 and to administer ProPartners’ purchase of a Participation Interest in such Loans (“
Delegated Authority Loans
”). Each offer to purchase a Participation Interest (for purchase on the next Purchase Date) of Loans that are not Delegated Authority Loans shall be extended to ProPartners by delivery to ProPartners of a true and correct Loan Package with respect to such Loan and ProPartners may, in its sole discretion, purchase a Participation Interest in such Loans under the terms of this Agreement. With respect to all Loans that ProPartners is purchasing a Participation Interest and all Loans where ProPartners is being offered a Participation Interest, CHS shall deliver to ProPartners a true and correct list with respect to each such Loan setting forth the Commitment to the Borrower thereunder and the amount of any advances CHS has or will have made under each such Loan as of such Purchase Date, in each case with adequate supporting documentation of the amount of such advances.
|
a.
|
All references in the Agreement to the term “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this First Amendment and as may be further amended, modified, restated or replaced pursuant to a written agreement signed by the parties hereto.
|
b.
|
This First Amendment may be executed in any number of counterparts with the same effect as if all
|
|
AGSTAR FINANCIAL SERVICES, PCA, D/B/A
|
|
|
PROPARTNERS FINANCIAL
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By:
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/s/Chris Mueller
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Its:
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President
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CHS CAPITAL, LLC
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By:
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/s/Brian Legried
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Its:
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President
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COFINA FUNDING, LLC,
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as the Issuer
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By:
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/s/James M. Grafing
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Name:
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James M. Grafing
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Title:
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Chief Financial Officer
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NIEUW AMSTERDAM RECEIVABLES
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CORPORATION,
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as the Conduit Purchaser
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By:
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/s/Damian Perez
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Name:
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Damian Perez
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Title:
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Vice President
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COÖPERATIEVE CENTRALE RAIFFEISEN-
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BOERENLEENBANK B.A.,“RABOBANK
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NEDERLAND”, NEW YORK BRANCH,
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as Funding Agent and Committed Purchaser
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By:
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/s/Dana Hartman
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Name:
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Dana Hartman
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Title:
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Executive Director
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By:
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/s/Izumi Fukushima
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Name:
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Izumi Fukushima
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Title:
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Executive Director
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COFINA FUNDING, LLC,
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as the Issuer
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By:
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/s/James M. Grafing
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Name:
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James M. Grafing
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Title:
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Chief Financial Officer
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VICTORY RECEIVABLES CORPORATION,
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as the Conduit Purchaser
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By:
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/s/David V. DeAngelis
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Name:
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David V. DeAngelis
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Title:
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Vice President
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
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YORK BRANCH,
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as the Funding Agent
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By:
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/s/Aditya Reddy
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Name:
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Aditya Reddy
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Title:
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Managing Director
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
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YORK BRANCH,
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as Committed Purchaser
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By:
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/s/Victor Pierzchalski
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Name:
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Victor Pierzchalski
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Title:
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Authorized Signatory
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SUBSIDIARY
|
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STATE OF
INCORPORATION/
ORGANIZATION
|
ADM/CHS, LLC
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Delaware
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Advanced Energy Fuels, LLC
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Nebraska
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Ag States Agency, LLC
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Minnesota
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Impact Risk Funding Inc., PCC, a subsidiary of Ag States Agency, LLC
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Washington DC
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Ag States Reinsurance Co., IC, a subsidiary of Impact Risk Funding Inc.
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Washington DC
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Ag States Agency of Montana, Inc.
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Montana
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Allied Agronomy, LLC
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North Dakota
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Battle Creek/CHS, LLC
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Delaware
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Cenex Ag, Inc.
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Delaware
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Cenex Pipeline, LLC
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Minnesota
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Central Montana Propane, LLC
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Montana
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Central Plains Ag Services LLC
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Minnesota
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Central Plains Grain, LLC
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Minnesota
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CHS Canada, Inc.
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Ontario, Canada
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CHS de Argentina
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Argentina
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CHS do Brasil Ltda.
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Brazil
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CHS Australia Trading Pty. Ltd.
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New S. Whales, Australia
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CHS Energy Canada, Inc.
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Alberta
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CHS Holdings, Inc.
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Minnesota
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CHS Inc. de Mexico
|
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Mexico
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CHSIH SARL
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Zug, Switzerland
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SUBSIDIARY
|
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STATE OF
INCORPORATION/
ORGANIZATION
|
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CHS Europe SA, a subsidiary of CHSIH SA
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Zug, Switzerland
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CHSINC Iberica SL, a subsidiary of CHS Europe, SA
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Barcelona, Spain
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CHS Ukraine, LLC, a subsidiary of CHS Europe SA and CHSIH SA
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Kyiv, Ukraine
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CHS Vostok, LLC, a subsidiary of CHS Europe SA
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Russia
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Omega Terminal, SA, a subsidiary of CHS Europe SA
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Switzerland
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Oregana Co., Ltd., a subsidiary of CHS Europe SA
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Republic of Cyprus
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Agromarket Export Krasnodar, a subsidiary of Oregana Co., Ltd.
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Russian Federation
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Agromarket Servis LLC, a subsidiary of Agromarket Export Krasnodar
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Russian Federation
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Agromarket, LLC, a subsidiary of Oregana Co., Ltd.
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Russian Federation
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Andali Operacoes Industriais S.A., a subsidiary of CHS do Brasil Ltda.
|
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Brazil
|
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Atman Comercio de Produtos, a subsidiary of CHS do Brasil Ltda.
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Brazil
|
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CHS Agritrade Bulgaria Ltd., a subsidiary of CHS Europe SA
|
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Bulgaria
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CHS Agritrade Hungary Ltd., a subsidiary of CHS Europe SA
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Hungary
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CHS Bermuda GP, a subsidiary of CHS Europe SA
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Bermuda
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RosAgroInvest LLC, a subsidiary of Oregana Co., Ltd.
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Russian Federation
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Serseris Holdings Limited, a subsidiary of CHS Europe, SA
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Republic of Cyprus
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Global Agri, a subsidiary of Serseris Holdings Limited
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Odessa, Ukraine
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CHS Hong Kong Limited, a subsidiary of CHSIH SA
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Hong Kong
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CHS (Shanghai) Trading Co., LTD, a subsidiary of CHS Hong Kong LTD
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China
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SUBSIDIARY
|
|
STATE OF
INCORPORATION/
ORGANIZATION
|
CHS Industries Ltd. (f/k/a Solbar Industries Ltd.), a subsidiary of CHS Europe SA
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Israel
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CHS Israel Protein Foods Ltd (f/k/a Solbar Hatzor Ltd.), a subsidiary of CHS Industries Ltd.
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Israel
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CHS Korea, LLC
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South Korea
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CHS Pacific Private Limited (f/k/a Solbar Pacific Limited), a subsidiary of CHS Industries Ltd.
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Republic of Singapore
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CHS Serbia D.O.O. Novi Sad, a subsidiary of CHS Industries Ltd.
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Serbia
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CHS Singapore Trading Company PTE. LTD.
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Republic of Singapore
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CHS South Sioux City, Inc. (f/k/a Solbar USA, Inc.)
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Delaware
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CHS-Brush, Inc.
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Colorado
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CHS-Chokio
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Minnesota
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CHS-Corsica
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South Dakota
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CHS-Elkton
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South Dakota
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CHS-Fairdale
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North Dakota
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CHS-Farmco, Inc.
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Kansas
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CHS-FUCOC
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Minnesota
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CHS-GC, Inc.
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Colorado
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CHS-Hinton, Inc.
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Oklahoma
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CHS-LCC Co-op
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Wisconsin
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CHS-Holdrege, Inc.
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Nebraska
|
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CHS-Hamilton
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Michigan
|
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CHS-M&M, Inc.
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Colorado
|
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CHS-Mitchell
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South Dakota
|
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SUBSIDIARY
|
|
STATE OF
INCORPORATION/
ORGANIZATION
|
CHS-Napoleon
|
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North Dakota
|
|
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CHS-New Salem
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North Dakota
|
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CHS-Oklee
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Minnesota
|
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CHS-Shipman, Inc.
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Illinois
|
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CHS-SLE Land, LLC
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Louisiana
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CHS-St. John, Inc.
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Washington
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CHS-SWMN
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Minnesota
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CHS-Walla Walla, Inc.
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Kansas
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CHS-Wallace County, Inc.
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Washington
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CHS-White Lake
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South Dakota
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CHS-Winger
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Minnesota
|
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Circle Land Management, Inc.
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Minnesota
|
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CHS Capital, LLC
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Minnesota
|
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Cofina Funding, LLC, a subsidiary of CHS Capital, LLC
|
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Delaware
|
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|
CHS Capital ProFund LLC, a subsidiary of CHS Capital, LLC
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Minnesota
|
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Colorado Retail Ventures Services, LLC
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Colorado
|
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Cooperative Agronomy Services
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South Dakota
|
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Cornerstone Ag, LLC
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Delaware
|
|
|
|
Country Hedging, Inc.
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|
Delaware
|
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|
CZL Ltd.
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Japan
|
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Dakota Agronomy Partners, LLC
|
|
North Dakota
|
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|
Dakota Quality Grain Cooperative LLC
|
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Minnesota
|
|
|
|
SUBSIDIARY
|
|
STATE OF
INCORPORATION/
ORGANIZATION
|
Energy Partners, LLC
|
|
Montana
|
|
|
|
Fin-Ag, Inc.
|
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South Dakota
|
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Front Range Pipeline, LLC
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|
Minnesota
|
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Genetic Marketing Group, LLC
|
|
Washington
|
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|
Green Bay Terminal Corporation
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|
Wisconsin
|
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|
Horizon Milling, LLC
|
|
Delaware
|
|
|
|
Horizon Milling G.P.
|
|
Ontario, Canada
|
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|
|
Imperial Valley Terminal, LLC
|
|
Illinois
|
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|
Latty Grain Ltd
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|
Ohio
|
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|
Midwest Ag Supplements, LLC
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|
Minnesota
|
|
|
|
Millennium Seeds USA, LLC
|
|
Delaware
|
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|
Morgan County Investors, LLC
|
|
Colorado
|
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|
Mountain Country, LLC
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Idaho
|
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|
|
M Tárház Raktározási és Szolgáltató Korlátolt Felelosségu Társaság
|
|
Hungary
|
|
|
|
National Cooperative Refinery Association (NCRA)
|
|
Kansas
|
|
|
|
Clear Creek Transportation, LLC, a subsidiary of NCRA
|
|
Kansas
|
|
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Norick Risk Funding Concepts, LLC
|
|
Minnesota
|
|
|
|
Northwest Iowa Agronomy, LLC
|
|
Iowa
|
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|
|
PGG/HSC Feed Company, LLC
|
|
Oregon
|
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|
PLC Insurance Agency, Inc.
|
|
Minnesota
|
|
|
|
Quality Farm and Ranch Center, LLC
|
|
Colorado
|
|
|
|
Red Rock Cooperative Association
|
|
South Dakota
|
|
|
|
SUBSIDIARY
|
|
STATE OF
INCORPORATION/
ORGANIZATION
|
Russell Consulting Group, LLC
|
|
Nebraska
|
|
|
|
S.C. CHS Agritrade Romania SRL, a subsidiary of CHS Europe SA
|
|
Romania
|
|
|
|
S.C. Silotrans S.R.L.
|
|
Romania
|
|
|
|
S.C. Soyaplus S.R.L., a subsidiary of S.C. Silotrans S.R.L.
|
|
Romania
|
|
|
|
S.C. Transporter S.R.L., a subsidiary of S.C. Silotrans S.R.L.
|
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Romania
|
|
|
|
Solbar Europe BV, a subsidiary of CHS Israel Protein Foods Ltd
|
|
The Netherlands
|
|
|
|
Solbar Ningbo Food Co., Ltd. (changing to CHS Ningbo Food Co., Ltd.), a subsidiary of CHS Pacific Private Limited
|
|
China
|
|
|
|
CHS de Paraguay SRL, a subsidiary of CHS Singapore Trading Company PTE. LTD.
|
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Paraguay
|
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|
Southwest Crop Nutrients, LLC
|
|
Kansas
|
|
|
|
S.P.E. CHS Plant Extracts Ltd. (f/k/a S.P.E. Solbar Plant Extracts Ltd.), a subsidiary of CHS Industries Ltd.
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Israel
|
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|
|
St. Hilaire Ag Insurance, Inc.
|
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Minnesota
|
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|
St. Paul Maritime Corporation
|
|
Minnesota
|
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|
TEMCO, LLC
|
|
Delaware
|
|
|
|
The Farmers Elevator Company of Lowder
|
|
Illinois
|
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|
|
The Purchasing Group, LLC
|
|
Colorado
|
|
|
|
United Country Brands LLC
|
|
Delaware
|
|
|
|
Agriliance LLC, a subsidiary of United Country Brands LLC
|
|
Delaware
|
|
|
|
Ventura Foods, LLC
|
|
Delaware
|
|
|
|
Wabash Valley Grain, LLC
|
|
Indiana
|
|
|
|
Watertown Crop Nutrients LLC
|
|
South Dakota
|
|
|
|
Western Feed, LLC
|
|
Minnesota
|
SUBSIDIARY
|
|
STATE OF
INCORPORATION/
ORGANIZATION
|
|
|
|
Whitesville Crop Nutrients LLC
|
|
Indiana
|
|
|
|
WHYHAP Properties, LLC
|
|
Colorado
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Minneapolis, Minnesota
|
November 7, 2012
|
Name
|
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Title
|
|
Date
|
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|
|
|
|
/s/ Carl M. Casale
|
|
Chief Executive Officer
|
|
10/3/2012
|
Carl M. Casale
|
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(principal executive officer)
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|
|
/s/ David A. Kastelic
|
|
Executive Vice President & Chief Financial Officer
|
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10/3/2012
|
David A. Kastelic
|
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(principal financial officer)
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|
/s/ Jerry Hasnedl
|
|
Chairman of the Board
|
|
10/3/2012
|
Jerry Hasnedl
|
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/s/ Donald H. Anthony
|
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Director
|
|
10/3/2012
|
Donald Anthony
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/s/ Robert A. Bass
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Director
|
|
10/3/2012
|
Robert Bass
|
|
|
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/s/ David Bielenberg
|
|
Director
|
|
10/3/2012
|
David Bielenberg
|
|
|
|
|
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|
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/s/ Clinton J. Blew
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Director
|
|
10/3/2012
|
Clinton J. Blew
|
|
|
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|
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/s/ Dennis Carlson
|
|
Director
|
|
10/3/2012
|
Dennis Carlson
|
|
|
|
|
|
|
|
|
|
/s/ Curt Eischens
|
|
Director
|
|
10/3/2012
|
Curt Eischens
|
|
|
|
|
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|
|
/s/ Larry Jon Erickson
|
|
Director
|
|
10/3/2012
|
Jon Erickson
|
|
|
|
|
|
|
|
|
|
/s/ Steven J. Fritel
|
|
Director
|
|
10/3/2012
|
Steve Fritel
|
|
|
|
|
|
|
|
|
|
/s/ David R. Kayser
|
|
Director
|
|
10/3/2012
|
Name
|
|
Title
|
|
Date
|
David Kayser
|
|
|
|
|
|
|
|
|
|
/s/ Randy Knecht
|
|
Director
|
|
10/3/2012
|
Randy Knecht
|
|
|
|
|
|
|
|
|
|
/s/ Greg Kruger
|
|
Director
|
|
10/3/2012
|
Greg Kruger
|
|
|
|
|
|
|
|
|
|
/s/ Edward Malesich
|
|
Director
|
|
10/3/2012
|
Edward Malesich
|
|
|
|
|
|
|
|
|
|
/s/ Michael Mulcahey
|
|
Director
|
|
10/3/2012
|
Michael Mulcahey
|
|
|
|
|
|
|
|
|
|
/s/ Steve Riegel
|
|
Director
|
|
10/3/2012
|
Steve Riegel
|
|
|
|
|
|
|
|
|
|
/s/ Daniel W. Schurr
|
|
Director
|
|
10/3/2012
|
Daniel Schurr
|
|
|
|
|
|
|
|
|
|
/s/ Michael Toelle
|
|
Director
|
|
10/3/2012
|
Michael Toelle
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of CHS Inc. for the fiscal year ended
August 31, 2012
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Carl M. Casale
|
|
Carl M. Casale
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of CHS Inc. for the fiscal year ended
August 31, 2012
;
|
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.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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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;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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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
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b.
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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.
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/s/ David A. Kastelic
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David A. Kastelic
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Carl M. Casale
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Carl M. Casale
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President and Chief Executive Officer
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November 7, 2012
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David A. Kastelic
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David A. Kastelic
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Executive Vice President and Chief Financial Officer
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November 7, 2012
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