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þ
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2013.
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or
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|||
o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
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Minnesota
(State or other jurisdiction of
incorporation or organization)
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41-0251095
(I.R.S. Employer
Identification Number)
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5500 Cenex Drive
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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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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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November 30,
2013 |
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August 31,
2013 |
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November 30,
2012 |
||||||
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(Dollars in thousands)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,142,652
|
|
|
$
|
1,808,532
|
|
|
$
|
1,159,601
|
|
Receivables
|
3,059,165
|
|
|
2,935,478
|
|
|
3,158,631
|
|
|||
Inventories
|
3,030,789
|
|
|
2,664,735
|
|
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3,641,744
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|
|||
Derivative assets
|
390,084
|
|
|
499,890
|
|
|
635,684
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|
|||
Margin deposits
|
279,745
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|
|
340,905
|
|
|
544,506
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|||
Supplier advance payments
|
703,817
|
|
|
398,441
|
|
|
813,994
|
|
|||
Other current assets
|
273,207
|
|
|
262,779
|
|
|
247,887
|
|
|||
Total current assets
|
9,879,459
|
|
|
8,910,760
|
|
|
10,202,047
|
|
|||
Investments
|
779,487
|
|
|
765,946
|
|
|
682,021
|
|
|||
Property, plant and equipment
|
3,283,706
|
|
|
3,171,404
|
|
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2,892,446
|
|
|||
Other assets
|
673,244
|
|
|
656,160
|
|
|
475,900
|
|
|||
Total assets
|
$
|
14,615,896
|
|
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$
|
13,504,270
|
|
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$
|
14,252,414
|
|
LIABILITIES AND EQUITIES
|
|
|
|
|
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||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Notes payable
|
$
|
1,059,814
|
|
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$
|
889,312
|
|
|
$
|
876,846
|
|
Current portion of long-term debt
|
156,535
|
|
|
156,612
|
|
|
95,791
|
|
|||
Current portion of mandatorily redeemable noncontrolling interest
|
64,803
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|
|
65,981
|
|
|
64,862
|
|
|||
Customer margin deposits and credit balances
|
265,343
|
|
|
299,364
|
|
|
395,910
|
|
|||
Customer advance payments
|
644,616
|
|
|
432,097
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|
|
767,460
|
|
|||
Checks and drafts outstanding
|
151,547
|
|
|
185,660
|
|
|
241,578
|
|
|||
Accounts payable
|
2,953,048
|
|
|
2,416,038
|
|
|
3,144,314
|
|
|||
Derivative liabilities
|
407,238
|
|
|
465,066
|
|
|
525,094
|
|
|||
Accrued expenses
|
433,789
|
|
|
485,070
|
|
|
409,750
|
|
|||
Dividends and equities payable
|
474,633
|
|
|
390,153
|
|
|
719,431
|
|
|||
Total current liabilities
|
6,611,366
|
|
|
5,785,353
|
|
|
7,241,036
|
|
|||
Long-term debt
|
1,339,608
|
|
|
1,450,420
|
|
|
1,298,124
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|
|||
Mandatorily redeemable noncontrolling interest
|
145,929
|
|
|
209,419
|
|
|
205,513
|
|
|||
Other liabilities
|
958,559
|
|
|
906,331
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|
|
822,702
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|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
Equities:
|
|
|
|
|
|
|
|
||||
Preferred stock
|
602,347
|
|
|
319,368
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|
|
319,368
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|||
Equity certificates
|
3,565,246
|
|
|
3,588,346
|
|
|
3,075,909
|
|
|||
Accumulated other comprehensive loss
|
(157,302
|
)
|
|
(156,867
|
)
|
|
(232,342
|
)
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|||
Capital reserves
|
1,531,904
|
|
|
1,380,361
|
|
|
1,500,802
|
|
|||
Total CHS Inc. equities
|
5,542,195
|
|
|
5,131,208
|
|
|
4,663,737
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|||
Noncontrolling interests
|
18,239
|
|
|
21,539
|
|
|
21,302
|
|
|||
Total equities
|
5,560,434
|
|
|
5,152,747
|
|
|
4,685,039
|
|
|||
Total liabilities and equities
|
$
|
14,615,896
|
|
|
$
|
13,504,270
|
|
|
$
|
14,252,414
|
|
|
For the Three Months Ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
Revenues
|
$
|
11,026,121
|
|
|
$
|
11,709,938
|
|
Cost of goods sold
|
10,625,205
|
|
|
11,164,420
|
|
||
Gross profit
|
400,916
|
|
|
545,518
|
|
||
Marketing, general and administrative
|
133,141
|
|
|
124,482
|
|
||
Operating earnings
|
267,775
|
|
|
421,036
|
|
||
Interest, net
|
30,785
|
|
|
67,210
|
|
||
Equity income from investments
|
(32,678
|
)
|
|
(28,072
|
)
|
||
Income before income taxes
|
269,668
|
|
|
381,898
|
|
||
Income taxes
|
26,640
|
|
|
36,017
|
|
||
Net income
|
243,028
|
|
|
345,881
|
|
||
Net income attributable to noncontrolling interests
|
842
|
|
|
2,174
|
|
||
Net income attributable to CHS Inc.
|
$
|
242,186
|
|
|
$
|
343,707
|
|
|
For the Three Months Ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
Net income
|
$
|
243,028
|
|
|
$
|
345,881
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Postretirement benefit plan activity, net of tax expense of $252 and $20, respectively
|
409
|
|
|
33
|
|
||
Unrealized net gain on available for sale investments, net of tax expense of $1,182 and $7, respectively
|
1,918
|
|
|
12
|
|
||
Cash flow hedges, net of tax (benefit) expense of $(1,931) and $91, respectively
|
(3,134
|
)
|
|
147
|
|
||
Foreign currency translation adjustment, net of tax expense of $229 and $34, respectively
|
373
|
|
|
53
|
|
||
Other comprehensive (loss) income, net of tax
|
(434
|
)
|
|
245
|
|
||
Comprehensive income
|
242,594
|
|
|
346,126
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
842
|
|
|
2,174
|
|
||
Comprehensive income attributable to CHS Inc.
|
$
|
241,752
|
|
|
$
|
343,952
|
|
|
For the Three Months Ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income including noncontrolling interests
|
$
|
243,028
|
|
|
$
|
345,881
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
63,104
|
|
|
57,461
|
|
||
Amortization of deferred major repair costs
|
12,519
|
|
|
7,390
|
|
||
Income from equity investments
|
(32,678
|
)
|
|
(28,072
|
)
|
||
Distributions from equity investments
|
37,231
|
|
|
29,647
|
|
||
Noncash patronage dividends received
|
(366
|
)
|
|
(968
|
)
|
||
Gain on sale of property, plant and equipment
|
(1,122
|
)
|
|
(700
|
)
|
||
Unrealized loss on crack spread contingent liability
|
16,857
|
|
|
43,105
|
|
||
Deferred taxes
|
638
|
|
|
902
|
|
||
Other, net
|
(638
|
)
|
|
1,230
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Receivables
|
58,994
|
|
|
(26,841
|
)
|
||
Inventories
|
(373,627
|
)
|
|
(422,653
|
)
|
||
Derivative assets
|
104,742
|
|
|
447,163
|
|
||
Margin deposits
|
61,161
|
|
|
608,169
|
|
||
Supplier advance payments
|
(305,377
|
)
|
|
(129,175
|
)
|
||
Other current assets and other assets
|
(8,903
|
)
|
|
(16,819
|
)
|
||
Customer margin deposits and credit balances
|
(34,263
|
)
|
|
(413,003
|
)
|
||
Customer advance payments
|
217,116
|
|
|
73,550
|
|
||
Accounts payable and accrued expenses
|
496,197
|
|
|
705,760
|
|
||
Derivative liabilities
|
(57,827
|
)
|
|
(216,445
|
)
|
||
Other liabilities
|
21,716
|
|
|
20,820
|
|
||
Net cash provided by operating activities
|
518,502
|
|
|
1,086,402
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition of property, plant and equipment
|
(168,024
|
)
|
|
(138,083
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
1,384
|
|
|
1,190
|
|
||
Expenditures for major repairs
|
|
|
|
(3,852
|
)
|
||
Investments in joint ventures and other
|
(10,941
|
)
|
|
(7,718
|
)
|
||
Investments redeemed
|
19
|
|
|
19
|
|
||
Changes in notes receivable
|
(209,789
|
)
|
|
(74,220
|
)
|
||
Business acquisitions, net of cash acquired
|
(7,873
|
)
|
|
(8,074
|
)
|
||
Other investing activities, net
|
(3,489
|
)
|
|
(87
|
)
|
||
Net cash used in investing activities
|
(398,713
|
)
|
|
(230,825
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Changes in notes payable
|
170,502
|
|
|
73,224
|
|
||
Long-term debt borrowings
|
1,426
|
|
|
|
|||
Principal payments on long-term debt
|
(112,267
|
)
|
|
(46,481
|
)
|
||
Mandatorily redeemable noncontrolling interest payments
|
(65,981
|
)
|
|
(65,981
|
)
|
||
Payments on crack spread contingent liability
|
(8,670
|
)
|
|
|
|||
Changes in checks and drafts outstanding
|
(34,113
|
)
|
|
36,518
|
|
||
Preferred stock issued
|
282,979
|
|
|
|
|||
Preferred stock issuance costs
|
(9,255
|
)
|
|
|
|||
Preferred stock dividends paid
|
(6,136
|
)
|
|
(6,136
|
)
|
||
Retirements of equities
|
(2,520
|
)
|
|
(2,378
|
)
|
||
Other financing activities, net
|
(2,236
|
)
|
|
1,114
|
|
||
Net cash used in financing activities
|
213,729
|
|
|
(10,120
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
602
|
|
|
115
|
|
||
Net increase in cash and cash equivalents
|
334,120
|
|
|
845,572
|
|
||
Cash and cash equivalents at beginning of period
|
1,808,532
|
|
|
314,029
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,142,652
|
|
|
$
|
1,159,601
|
|
|
November 30, 2013
|
|
August 31, 2013
|
|
November 30, 2012
|
||||||
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
Purchase
Contracts
|
|
Sales
Contracts
|
|
(Units in thousands)
|
||||||||||
Grain and oilseed - bushels
|
671,414
|
|
944,517
|
|
521,979
|
|
806,295
|
|
674,866
|
|
1,018,510
|
Energy products - barrels
|
27,352
|
|
33,110
|
|
12,626
|
|
21,312
|
|
7,483
|
|
19,817
|
Soy products - tons
|
12
|
|
885
|
|
24
|
|
847
|
|
21
|
|
360
|
Crop nutrients - tons
|
986
|
|
1,204
|
|
968
|
|
1,050
|
|
1,270
|
|
1,428
|
Ocean and barge freight - metric tons
|
2,054
|
|
295
|
|
1,225
|
|
151
|
|
1,288
|
|
210
|
Rail freight - rail cars
|
201
|
|
48
|
|
220
|
|
43
|
|
164
|
|
30
|
Livestock - pounds
|
|
|
12,480
|
|
|
|
17,280
|
|
2,680
|
|
3,280
|
|
November 30, 2013
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
364,454
|
|
|
$
|
268
|
|
|
$
|
41,126
|
|
|
$
|
323,060
|
|
Foreign exchange derivatives
|
6,776
|
|
|
|
|
1,060
|
|
|
5,716
|
|
|||||
Interest rate derivatives - hedge
|
18,854
|
|
|
|
|
|
|
18,854
|
|
||||||
|
$
|
390,084
|
|
|
$
|
268
|
|
|
$
|
42,186
|
|
|
$
|
347,630
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
405,346
|
|
|
$
|
7,374
|
|
|
$
|
41,126
|
|
|
$
|
356,846
|
|
Foreign exchange derivatives
|
1,647
|
|
|
|
|
1,060
|
|
|
587
|
|
|||||
Interest rate derivatives - non-hedge
|
245
|
|
|
|
|
|
|
245
|
|
||||||
|
$
|
407,238
|
|
|
$
|
7,374
|
|
|
$
|
42,186
|
|
|
$
|
357,678
|
|
|
August 31, 2013
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
468,673
|
|
|
|
|
$
|
53,107
|
|
|
$
|
415,566
|
|
||
Foreign exchange derivatives
|
7,079
|
|
|
|
|
957
|
|
|
6,122
|
|
|||||
Interest rate derivatives - hedge
|
24,135
|
|
|
|
|
|
|
24,135
|
|
||||||
Interest rate derivatives - non-hedge
|
3
|
|
|
|
|
3
|
|
|
|
||||||
|
$
|
499,890
|
|
|
|
|
$
|
54,067
|
|
|
$
|
445,823
|
|
||
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
458,893
|
|
|
$
|
1,591
|
|
|
$
|
53,107
|
|
|
$
|
404,195
|
|
Foreign exchange derivatives
|
5,925
|
|
|
|
|
957
|
|
|
4,968
|
|
|||||
Interest rate derivatives - non-hedge
|
248
|
|
|
|
|
3
|
|
|
245
|
|
|||||
|
$
|
465,066
|
|
|
$
|
1,591
|
|
|
$
|
54,067
|
|
|
$
|
409,408
|
|
|
November 30, 2012
|
||||||||||||||
|
|
|
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
|
|
|
||||||||||
|
Gross Amounts Recognized
|
|
Cash Collateral
|
|
Derivative Instruments
|
|
Net Amounts
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
632,544
|
|
|
|
|
$
|
46,578
|
|
|
$
|
585,966
|
|
||
Foreign exchange derivatives
|
3,140
|
|
|
|
|
1
|
|
|
3,139
|
|
|||||
|
$
|
635,684
|
|
|
|
|
$
|
46,579
|
|
|
$
|
589,105
|
|
||
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
518,377
|
|
|
$
|
10,087
|
|
|
$
|
46,578
|
|
|
$
|
461,712
|
|
Foreign exchange derivatives
|
6,234
|
|
|
|
|
1
|
|
|
6,233
|
|
|||||
Interest rate derivatives - non-hedge
|
483
|
|
|
|
|
|
|
483
|
|
||||||
|
$
|
525,094
|
|
|
$
|
10,087
|
|
|
$
|
46,579
|
|
|
$
|
468,428
|
|
|
Location of
Gain (Loss)
|
|
2013
|
|
2012
|
||||
|
|
|
(Dollars in thousands)
|
||||||
Commodity and freight derivatives
|
Cost of goods sold
|
|
$
|
(19,789
|
)
|
|
$
|
(328,284
|
)
|
Foreign exchange derivatives
|
Cost of goods sold
|
|
(422
|
)
|
|
(1,685
|
)
|
||
Interest rate derivatives
|
Interest, net
|
|
(1
|
)
|
|
(9
|
)
|
||
|
|
|
$
|
(20,212
|
)
|
|
$
|
(329,978
|
)
|
|
November 30, 2013
|
|
August 31, 2013
|
|
November 30, 2012
|
||
|
(Dollars in thousands)
|
||||||
Gains included in accumulated other comprehensive loss, net of tax expense of $7.2 million and $9.2 million, respectively
|
11,663
|
|
|
14,930
|
|
|
|
|
(Dollars in thousands)
|
|
|
Year 1
|
$
|
7,511
|
|
Year 2
|
6,516
|
|
|
Year 3
|
6,066
|
|
|
Year 4
|
4,376
|
|
|
Year 5
|
2,043
|
|
|
Thereafter
|
9,398
|
|
|
|
$
|
35,910
|
|
|
November 30, 2013
|
|
August 31, 2013
|
|
November 30, 2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Trade accounts receivable
|
$
|
2,203,805
|
|
|
$
|
2,338,336
|
|
|
$
|
2,211,748
|
|
CHS Capital notes receivable
|
640,631
|
|
|
437,141
|
|
|
682,910
|
|
|||
Other
|
312,048
|
|
|
254,590
|
|
|
380,392
|
|
|||
|
3,156,484
|
|
|
3,030,067
|
|
|
3,275,050
|
|
|||
Less allowances and reserves
|
97,319
|
|
|
94,589
|
|
|
116,419
|
|
|||
|
$
|
3,059,165
|
|
|
$
|
2,935,478
|
|
|
$
|
3,158,631
|
|
|
November 30, 2013
|
|
August 31, 2013
|
|
November 30, 2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Grain and oilseed
|
$
|
1,539,062
|
|
|
$
|
1,133,555
|
|
|
$
|
2,089,348
|
|
Energy
|
717,389
|
|
|
742,194
|
|
|
668,990
|
|
|||
Crop nutrients
|
261,069
|
|
|
293,370
|
|
|
331,666
|
|
|||
Feed and farm supplies
|
435,168
|
|
|
407,023
|
|
|
440,050
|
|
|||
Processed grain and oilseed
|
65,946
|
|
|
79,706
|
|
|
100,059
|
|
|||
Other
|
12,155
|
|
|
8,887
|
|
|
11,631
|
|
|||
|
$
|
3,030,789
|
|
|
$
|
2,664,735
|
|
|
$
|
3,641,744
|
|
|
November 30, 2013
|
|
August 31, 2013
|
|
November 30, 2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current assets
|
$
|
564,283
|
|
|
$
|
532,995
|
|
|
$
|
575,137
|
|
Non-current assets
|
500,670
|
|
|
503,369
|
|
|
464,028
|
|
|||
Current liabilities
|
236,815
|
|
|
216,704
|
|
|
200,357
|
|
|||
Non-current liabilities
|
227,599
|
|
|
226,515
|
|
|
277,943
|
|
|
For the Three Months Ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
Net sales
|
$
|
644,990
|
|
|
$
|
651,487
|
|
Gross profit
|
71,819
|
|
|
62,123
|
|
||
Net earnings
|
29,514
|
|
|
20,728
|
|
||
Earnings attributable to CHS Inc.
|
14,757
|
|
|
10,364
|
|
|
November 30,
2013 |
|
August 31,
2013 |
|
November 30,
2012 |
||||||
|
|
|
|
||||||||
Notes payable
|
$
|
604,447
|
|
|
$
|
521,864
|
|
|
$
|
274,960
|
|
CHS Capital notes payable
|
455,367
|
|
|
367,448
|
|
|
601,886
|
|
|||
|
$
|
1,059,814
|
|
|
$
|
889,312
|
|
|
$
|
876,846
|
|
|
For the Three Months Ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
Interest expense
|
$
|
23,519
|
|
|
$
|
24,436
|
|
Interest-purchase of NCRA noncontrolling interests
|
11,124
|
|
|
46,696
|
|
||
Capitalized interest
|
(2,265
|
)
|
|
(2,902
|
)
|
||
Interest income
|
(1,593
|
)
|
|
(1,020
|
)
|
||
Interest, net
|
$
|
30,785
|
|
|
$
|
67,210
|
|
|
For the three months ended November 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
CHS Inc. balances, September 1, 2013 and 2012
|
$
|
5,131,208
|
|
|
$
|
4,455,341
|
|
Net income attributable to CHS Inc.
|
242,186
|
|
|
343,707
|
|
||
Other comprehensive income (loss)
(a)
|
(434
|
)
|
|
245
|
|
||
Equities retired
|
(2,520
|
)
|
|
(2,378
|
)
|
||
Equity retirements accrued
|
2,520
|
|
|
2,378
|
|
||
Equities issued in business combinations
|
45
|
|
|
14,240
|
|
||
Preferred stock issuance, net of expenses
|
273,724
|
|
|
|
|||
Preferred stock dividends accrued
|
(10,160
|
)
|
|
(6,136
|
)
|
||
Deconsolidation of subsidiary
|
(8,016
|
)
|
|
|
|||
Accrued dividends and equities payable
|
(87,000
|
)
|
|
(147,091
|
)
|
||
Other, net
|
642
|
|
|
3,431
|
|
||
CHS Inc. balances, November 30, 2013 and 2012
|
$
|
5,542,195
|
|
|
$
|
4,663,737
|
|
|
|
|
|
||||
Noncontrolling interests balances, September 1, 2013 and 2012
|
$
|
21,539
|
|
|
$
|
17,982
|
|
Net income attributable to noncontrolling interests
|
842
|
|
|
2,174
|
|
||
Distributions to noncontrolling interests
|
(4,779
|
)
|
|
|
|||
Other
|
637
|
|
|
1,146
|
|
||
Noncontrolling interests balances, November 30, 2013 and 2012
|
$
|
18,239
|
|
|
$
|
21,302
|
|
|
Qualified
Pension Benefits
|
|
Non-Qualified
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Components of net periodic benefit costs for the three months ended November 30, 2013 and 2012 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
$
|
7,467
|
|
|
$
|
7,216
|
|
|
$
|
179
|
|
|
$
|
165
|
|
|
$
|
482
|
|
|
$
|
633
|
|
Interest cost
|
6,698
|
|
|
6,505
|
|
|
336
|
|
|
323
|
|
|
519
|
|
|
616
|
|
||||||
Expected return on assets
|
(12,734
|
)
|
|
(11,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit) amortization
|
399
|
|
|
399
|
|
|
57
|
|
|
57
|
|
|
(30
|
)
|
|
(4
|
)
|
||||||
Actuarial loss amortization
|
4,644
|
|
|
5,231
|
|
|
227
|
|
|
211
|
|
|
|
|
|
223
|
|
||||||
Transition amount amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
124
|
|
|
175
|
|
||||||
Net periodic benefit cost
|
$
|
6,474
|
|
|
$
|
7,395
|
|
|
$
|
799
|
|
|
$
|
756
|
|
|
$
|
1,095
|
|
|
$
|
1,643
|
|
|
Energy
|
|
Ag
|
|
Corporate
and Other |
|
Reconciling
Amounts |
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
For the Three Months Ended November 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
3,679,234
|
|
|
$
|
7,488,088
|
|
|
$
|
16,763
|
|
|
$
|
(157,964
|
)
|
|
$
|
11,026,121
|
|
Cost of goods sold
|
3,505,340
|
|
|
7,277,829
|
|
|
|
|
|
(157,964
|
)
|
|
10,625,205
|
|
|||||
Gross profit
|
173,894
|
|
|
210,259
|
|
|
16,763
|
|
|
—
|
|
|
400,916
|
|
|||||
Marketing, general and administrative
|
33,836
|
|
|
85,002
|
|
|
14,303
|
|
|
|
|
133,141
|
|
||||||
Operating earnings
|
140,058
|
|
|
125,257
|
|
|
2,460
|
|
|
—
|
|
|
267,775
|
|
|||||
Interest, net
|
12,476
|
|
|
15,065
|
|
|
3,244
|
|
|
|
|
|
30,785
|
|
|||||
Equity income from investments
|
(1,308
|
)
|
|
(6,477
|
)
|
|
(24,893
|
)
|
|
|
|
|
(32,678
|
)
|
|||||
Income before income taxes
|
$
|
128,890
|
|
|
$
|
116,669
|
|
|
$
|
24,109
|
|
|
$
|
—
|
|
|
$
|
269,668
|
|
Intersegment revenues
|
$
|
(157,964
|
)
|
|
|
|
|
|
|
|
$
|
157,964
|
|
|
$
|
—
|
|
||
Goodwill
|
$
|
1,165
|
|
|
$
|
77,243
|
|
|
$
|
6,898
|
|
|
|
|
|
$
|
85,306
|
|
|
Capital expenditures
|
$
|
92,802
|
|
|
$
|
71,880
|
|
|
$
|
3,342
|
|
|
|
|
|
$
|
168,024
|
|
|
Depreciation and amortization
|
$
|
32,909
|
|
|
$
|
27,558
|
|
|
$
|
2,637
|
|
|
|
|
|
$
|
63,104
|
|
|
Total assets at November 30, 2013
|
$
|
4,219,036
|
|
|
$
|
6,802,559
|
|
|
$
|
3,594,301
|
|
|
|
|
|
$
|
14,615,896
|
|
|
For the Three Months Ended November 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
3,324,228
|
|
|
$
|
8,501,741
|
|
|
$
|
17,575
|
|
|
$
|
(133,606
|
)
|
|
$
|
11,709,938
|
|
Cost of goods sold
|
2,990,842
|
|
|
8,308,115
|
|
|
(931
|
)
|
|
(133,606
|
)
|
|
11,164,420
|
|
|||||
Gross profit
|
333,386
|
|
|
193,626
|
|
|
18,506
|
|
|
—
|
|
|
545,518
|
|
|||||
Marketing, general and administrative
|
36,471
|
|
|
70,987
|
|
|
17,024
|
|
|
|
|
|
124,482
|
|
|||||
Operating earnings
|
296,915
|
|
|
122,639
|
|
|
1,482
|
|
|
—
|
|
|
421,036
|
|
|||||
Interest, net
|
45,783
|
|
|
18,212
|
|
|
3,215
|
|
|
|
|
|
67,210
|
|
|||||
Equity income from investments
|
(1,884
|
)
|
|
(7,947
|
)
|
|
(18,241
|
)
|
|
|
|
|
(28,072
|
)
|
|||||
Income before income taxes
|
$
|
253,016
|
|
|
$
|
112,374
|
|
|
$
|
16,508
|
|
|
$
|
—
|
|
|
$
|
381,898
|
|
Intersegment revenues
|
$
|
(133,606
|
)
|
|
|
|
|
|
|
|
$
|
133,606
|
|
|
$
|
—
|
|
||
Goodwill
|
$
|
1,165
|
|
|
$
|
74,841
|
|
|
$
|
6,898
|
|
|
|
|
|
$
|
82,904
|
|
|
Capital expenditures
|
$
|
90,400
|
|
|
$
|
46,745
|
|
|
$
|
938
|
|
|
|
|
|
$
|
138,083
|
|
|
Depreciation and amortization
|
$
|
28,283
|
|
|
$
|
24,886
|
|
|
$
|
4,292
|
|
|
|
|
|
$
|
57,461
|
|
|
Total assets at November 30, 2012
|
$
|
3,979,166
|
|
|
$
|
7,688,325
|
|
|
$
|
2,584,923
|
|
|
|
|
|
$
|
14,252,414
|
|
|
November 30, 2013
|
||||||||||||||
|
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
|
|
|
|
$
|
1,222,328
|
|
|
|
|
$
|
1,222,328
|
|
|||
Commodity and freight derivatives
|
$
|
39,948
|
|
|
324,506
|
|
|
|
|
364,454
|
|
||||
Foreign currency derivatives
|
4,186
|
|
|
2,590
|
|
|
|
|
6,776
|
|
|||||
Interest rate swap derivatives
|
|
|
18,854
|
|
|
|
|
18,854
|
|
||||||
Other assets
|
112,521
|
|
|
|
|
|
|
|
112,521
|
|
|||||
Total Assets
|
$
|
156,655
|
|
|
$
|
1,568,278
|
|
|
|
|
$
|
1,724,933
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
68,362
|
|
|
$
|
336,984
|
|
|
|
|
$
|
405,346
|
|
||
Interest rate swap derivatives
|
|
|
|
245
|
|
|
|
|
245
|
|
|||||
Foreign currency derivatives
|
1,644
|
|
|
3
|
|
|
|
|
1,647
|
|
|||||
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests |
|
|
|
|
|
|
$
|
150,991
|
|
|
150,991
|
|
|||
Total Liabilities
|
$
|
70,006
|
|
|
$
|
337,232
|
|
|
$
|
150,991
|
|
|
$
|
558,229
|
|
|
August 31, 2013
|
||||||||||||||
|
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
|
|
|
$
|
1,203,383
|
|
|
|
|
$
|
1,203,383
|
|
||||
Commodity and freight derivatives
|
$
|
58,441
|
|
|
410,233
|
|
|
|
|
468,674
|
|
||||
Interest rate swap derivatives
|
|
|
|
24,139
|
|
|
|
|
24,139
|
|
|||||
Foreign currency derivatives
|
6,894
|
|
|
185
|
|
|
|
|
7,079
|
|
|||||
Other assets
|
114,084
|
|
|
|
|
|
|
114,084
|
|
||||||
Total Assets
|
$
|
179,419
|
|
|
$
|
1,637,940
|
|
|
|
|
$
|
1,817,359
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity and freight derivatives
|
$
|
59,184
|
|
|
$
|
399,710
|
|
|
|
|
$
|
458,894
|
|
||
Interest rate swap derivatives
|
|
|
248
|
|
|
|
|
248
|
|
||||||
Foreign currency derivatives
|
5,925
|
|
|
|
|
|
|
5,925
|
|
||||||
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests |
|
|
|
|
$
|
134,134
|
|
|
134,134
|
|
|||||
Total Liabilities
|
$
|
65,109
|
|
|
$
|
399,958
|
|
|
$
|
134,134
|
|
|
$
|
599,201
|
|
|
November 30, 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
|
|
|
|
$
|
2,186,328
|
|
|
|
|
$
|
2,186,328
|
|
|||
Commodity and freight derivatives
|
$
|
88,258
|
|
|
544,286
|
|
|
|
|
632,544
|
|
||||
Foreign currency derivatives
|
3,140
|
|
|
|
|
|
|
|
3,140
|
|
|||||
Other assets
|
75,873
|
|
|
|
|
|
|
|
75,873
|
|
|||||
Total Assets
|
$
|
167,271
|
|
|
$
|
2,730,614
|
|
|
|
|
$
|
2,897,885
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity and freight derivatives
|
$
|
58,310
|
|
|
$
|
460,067
|
|
|
|
|
$
|
518,377
|
|
||
Interest rate swap derivatives
|
|
|
483
|
|
|
|
|
483
|
|
||||||
Foreign currency derivatives
|
6,234
|
|
|
|
|
|
|
|
|
6,234
|
|
||||
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests |
|
|
|
|
|
|
$
|
170,621
|
|
|
170,621
|
|
|||
Total Liabilities
|
$
|
64,544
|
|
|
$
|
460,550
|
|
|
$
|
170,621
|
|
|
$
|
695,715
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||
|
|
|
|
|
||
|
Fair Value
|
Valuation
|
|
Range
|
||
Item
|
November 30, 2013
|
Technique
|
Unobservable Input
|
(Weighted Average)
|
||
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
$
|
150,991
|
|
Adjusted Black-Scholes option pricing model
|
Forward crack spread margin on November 30 (a)
|
$16.32-$25.30 (21.10)
|
|
|
|
Contractual target crack spread margin (b)
|
$17.50
|
||
|
|
|
Expected volatility (c)
|
105.25%
|
||
|
|
|
Risk-free interest rate (d)
|
1.80-2.60% (2.23%)
|
||
|
|
|
Expected life - years (e)
|
0.75-3.75 (2.37)
|
|
|
Level 3 Liabilities
|
||||||
|
|
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(Dollars in thousands)
|
||||||
Balances, September 1, 2013 and 2012, respectively
|
|
$
|
134,134
|
|
|
$
|
127,516
|
|
Total losses included in cost of goods sold
|
|
16,857
|
|
|
43,105
|
|
||
Balances, November 30, 2013 and 2012, respectively
|
|
$
|
150,991
|
|
|
$
|
170,621
|
|
|
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
|
$
|
530,640
|
|
|
$
|
57,412
|
|
|
$
|
142,737
|
|
|
$
|
88,933
|
|
|
$
|
241,558
|
|
•
|
Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices, as well as global and domestic economic downturns and risks.
|
•
|
Our revenues, results of operations and cash flows could be materially and adversely affected if our members were to do business with others rather than with us.
|
•
|
We participate in highly competitive business markets and we may not be able to continue to compete successfully, which would have a material adverse effect on us.
|
•
|
Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income significantly.
|
•
|
We incur significant costs in complying with applicable laws and regulations. Any failure to make the capital investments necessary to comply with these laws and regulations could expose us to unanticipated expenditures and liabilities.
|
•
|
Changing environmental and energy laws and regulation, may result in increased operating costs and capital expenditures and may have a material and adverse effect on us.
|
•
|
Governmental policies and regulation affecting the agricultural sector and related industries could have a material adverse effect on us.
|
•
|
Environmental liabilities could have a material adverse effect on us.
|
•
|
Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.
|
•
|
Our financial results are susceptible to seasonality.
|
•
|
Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.
|
•
|
Our cooperative structure limits our ability to access equity capital.
|
•
|
Consolidation among the producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.
|
•
|
If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.
|
•
|
Our agronomy business is volatile and dependent upon certain factors outside of our control.
|
•
|
Technological improvements in agriculture could decrease the demand for our agronomy and energy products.
|
•
|
We operate some of our business through joint ventures in which our rights to control business decisions are limited.
|
Exhibit
|
Description
|
31.1
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following financial information from CHS Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
|
January 8, 2014
|
|
/s/ Timothy Skidmore
|
|
|
Timothy Skidmore
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|