0000823277-13-000002.txt : 20130110 0000823277-13-000002.hdr.sgml : 20130110 20130110113519 ACCESSION NUMBER: 0000823277-13-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20130110 DATE AS OF CHANGE: 20130110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHS INC CENTRAL INDEX KEY: 0000823277 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 410251095 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50150 FILM NUMBER: 13522053 BUSINESS ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 651-355-6000 MAIL ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FORMER COMPANY: FORMER CONFORMED NAME: CENEX HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19980611 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19961212 10-Q 1 chscp10q113012.htm 10-Q CHSCP 10Q 11.30.12
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
Form 10-Q
________________________________________
þ
 
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2012.

or
o
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .


Commission file number: 0-50150
________________________________________
CHS Inc.
(Exact name of registrant as specified in its charter)
Minnesota
 (State or other jurisdiction of
incorporation or organization)
 
41-0251095
 (I.R.S. Employer
Identification Number)
5500 Cenex Drive
 
 
Inver Grove Heights, Minnesota 55077
 (Address of principal executive office,
including zip code)
 
(651) 355-6000
 (Registrant’s Telephone number,
including area code)
________________________________________


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

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

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

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

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: The Registrant has no common stock outstanding.
 



INDEX
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I. FINANCIAL INFORMATION
SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties that may cause the Company’s actual results to differ materially from the results discussed in the forward-looking statements. These factors include those set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the caption “Cautionary Statement Regarding Forward-Looking Statements” to this Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012.


1


ITEM 1.     FINANCIAL STATEMENTS
CHS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
November 30,
2012
 
August 31,
2012
 
November 30,
2011
 
(Dollars in thousands)
ASSETS
 
 
 
 
 
Current assets:
 

 


 
 
Cash and cash equivalents
$
1,159,601

 
$
314,029

 
$
1,795,561

Receivables
3,581,470

 
3,590,742

 
2,759,759

Inventories
3,641,744

 
3,203,972

 
3,013,342

Derivative assets
391,467

 
849,905

 
402,321

Margin deposits
544,506

 
1,138,535

 
272,352

Other current assets
639,042

 
347,970

 
376,891

Total current assets
9,957,830

 
9,445,153

 
8,620,226

Investments
682,021

 
673,388

 
585,565

Property, plant and equipment
2,892,446

 
2,786,324

 
2,503,740

Other assets
475,900

 
518,286

 
427,158

Total assets
$
14,008,197

 
$
13,423,151

 
$
12,136,689

LIABILITIES AND EQUITIES
 
 
 
 
 
Current liabilities:
 

 
 

 
 
Notes payable
$
876,846

 
$
803,622

 
$
645,515

Current portion of long-term debt
95,791

 
108,211

 
92,133

Current portion of mandatorily redeemable noncontrolling interest
64,862

 
65,981

 
64,906

Customer margin deposits and credit balances
395,910

 
808,047

 
304,419

Customer advance payments
767,460

 
685,520

 
557,398

Checks and drafts outstanding
241,578

 
205,060

 
155,656

Accounts payable
3,144,314

 
2,355,847

 
2,612,963

Derivative liabilities
280,877

 
509,005

 
301,437

Accrued expenses
409,750

 
476,589

 
442,138

Dividends and equities payable
719,431

 
578,809

 
561,968

Total current liabilities
6,996,819

 
6,596,691

 
5,738,533

Long-term debt
1,298,124

 
1,332,142

 
1,383,543

Mandatorily redeemable noncontrolling interest
205,513

 
268,726

 
263,770

Other liabilities
822,702

 
752,269

 
666,595

Commitments and contingencies


 


 


Equities:
 

 
 

 
 
Equity certificates
3,075,909

 
3,109,616

 
2,652,974

Preferred stock
319,368

 
319,368

 
319,368

Accumulated other comprehensive loss
(232,342
)
 
(232,587
)
 
(194,230
)
Capital reserves
1,500,802

 
1,258,944

 
1,293,033

Total CHS Inc. equities
4,663,737

 
4,455,341

 
4,071,145

Noncontrolling interests
21,302

 
17,982

 
13,103

Total equities
4,685,039

 
4,473,323

 
4,084,248

Total liabilities and equities
$
14,008,197

 
$
13,423,151

 
$
12,136,689


The accompanying notes are an integral part of the consolidated financial statements (unaudited).

2



CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
For the Three Months Ended November 30,
 
2012
 
2011
 
(Dollars in thousands)
Revenues
$
11,709,938

 
$
9,734,159

Cost of goods sold
11,164,420

 
9,094,152

Gross profit
545,518

 
640,007

Marketing, general and administrative
124,482

 
112,520

Operating earnings
421,036

 
527,487

Gain on investments


 
(38
)
Interest, net
67,210

 
20,807

Equity income from investments
(28,072
)
 
(24,129
)
Income before income taxes
381,898

 
530,847

Income taxes
36,017

 
41,965

Net income
345,881

 
488,882

Net income attributable to noncontrolling interests
2,174

 
72,674

Net income attributable to CHS Inc. 
$
343,707

 
$
416,208


The accompanying notes are an integral part of the consolidated financial statements (unaudited).


3



CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 
For the Three Months Ended November 30,
 
2012
 
2011
 
(Dollars in thousands)
Net income
$
345,881

 
$
488,882

Other comprehensive income (loss), net of tax:
 
 
 
     Amortization of unrecognized pension and postretirement costs, net of tax expense of $20 and $2, respectively
33

 
13

     Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $7 and $(37), respectively
12

 
(198
)
     Cash flow hedges, net of tax expense of $91 and $43, respectively
147

 
230

     Foreign currency translation adjustment, net of tax expense (benefit) of $34 and $(908), respectively
53

 
(4,818
)
Other comprehensive income (loss), net of tax
245

 
(4,773
)
Comprehensive income
346,126

 
484,109

     Less: comprehensive income attributable to noncontrolling interests
2,174

 
72,674

Comprehensive income attributable to CHS Inc. 
$
343,952

 
$
411,435


The accompanying notes are an integral part of the consolidated financial statements (unaudited).



4


CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
    
 
For the Three Months Ended November 30,
 
2012
 
2011
 
(Dollars in thousands)
Cash flows from operating activities:
 

 
 

Net income including noncontrolling interests
$
345,881

 
$
488,882

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
57,461

 
51,645

Amortization of deferred major repair costs
7,390

 
7,878

Income from equity investments
(28,072
)
 
(24,129
)
Distributions from equity investments
29,647

 
40,961

Noncash patronage dividends received
(968
)
 
(108
)
Gain on sale of property, plant and equipment
(700
)
 
(915
)
Gain on investments


 
(38
)
Unrealized loss on crack spread contingent liability
43,105

 


Deferred taxes
902

 
972

Other, net
1,230

 
179

Changes in operating assets and liabilities, net of acquisitions:
 

 
 

Receivables
115,002

 
238,487

Inventories
(422,653
)
 
(227,824
)
Derivative assets
469,507

 
233,885

Margin deposits
608,169

 
810,149

Other current assets and other assets
(287,837
)
 
(53,858
)
Customer margin deposits and credit balances
(413,003
)
 
(447,450
)
Customer advance payments
73,550

 
(45,000
)
Accounts payable and accrued expenses
705,760

 
249,411

Derivative liabilities
(238,789
)
 
(181,216
)
Other liabilities
20,820

 
15,561

Net cash provided by operating activities
1,086,402

 
1,157,472

Cash flows from investing activities:
 

 
 

Acquisition of property, plant and equipment
(138,083
)
 
(98,901
)
Proceeds from disposition of property, plant and equipment
1,190

 
1,497

Expenditures for major repairs
(3,852
)
 
(16,570
)
Investments in joint ventures and other
(7,718
)
 
(3,220
)
Investments redeemed
19

 
49

Changes in notes receivable
(74,220
)
 
31,506

Business acquisitions, net of cash acquired
(8,074
)
 
(32,346
)
Other investing activities, net
(87
)
 
1,404

Net cash used in investing activities
(230,825
)
 
(116,581
)
Cash flows from financing activities:
 

 
 

Changes in notes payable
73,224

 
(70,753
)
Principal payments on long-term debt
(46,481
)
 
(39,157
)
Mandatorily redeemable noncontrolling interest payments
(65,981
)
 


Payments for bank fees


 
(12,390
)
Changes in checks and drafts outstanding
36,518

 
(41,626
)
Distributions to noncontrolling interests


 
(5,779
)
Preferred stock dividends paid
(6,136
)
 
(6,136
)
Retirements of equities
(2,378
)
 
(2,447
)
Other financing activities, net
1,114

 
(2
)
Net cash used in financing activities
(10,120
)
 
(178,290
)
Effect of exchange rate changes on cash and cash equivalents
115

 
(4,725
)
Net increase in cash and cash equivalents
845,572

 
857,876

Cash and cash equivalents at beginning of period
314,029

 
937,685

Cash and cash equivalents at end of period
$
1,159,601

 
$
1,795,561


The accompanying notes are an integral part of the consolidated financial statements (unaudited).

5


CHS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in thousands)


Note 1        Accounting Policies

Basis of Presentation and Reclassifications

The unaudited Consolidated Balance Sheets as of November 30, 2012 and 2011, the Consolidated Statements of Operations for the three months ended November 30, 2012 and 2011, the Consolidated Statements of Comprehensive Income for the three months ended November 30, 2012 and 2011, and the Consolidated Statements of Cash Flows for the three months ended November 30, 2012 and 2011, reflect in the opinion of our management, all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full fiscal year because of, among other things, the seasonal nature of our businesses. Our Consolidated Balance Sheet data as of August 31, 2012, has been derived from our audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The consolidated financial statements include our accounts and the accounts of all of our wholly-owned and majority-owned subsidiaries and limited liability companies, which is primarily National Cooperative Refinery Association (NCRA), included in our Energy segment. The effects of all significant intercompany accounts and transactions have been eliminated.

These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended August 31, 2012, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of stockholders’ equity. ASU 2011-05 requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 became effective for us during the three months ended November 30, 2012. The required disclosures of these updates are included in our Consolidated Statements of Comprehensive Income.

Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a minor degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but are not designated or accounted for as hedging instruments for accounting purposes, with the exception of immaterial amounts of interest rate swap contracts which were accounted for as cash flow hedges. Derivative instruments are recorded on our Consolidated Balance Sheets at fair values as discussed in Note 9, Fair Value Measurements.

We have netting arrangements for our exchange-traded futures and options contracts and certain over-the-counter (OTC) contracts, which are recorded on a net basis in our Consolidated Balance Sheets. Although accounting standards permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or the obligation to return cash collateral under the same master netting arrangement, we have not elected to net our margin deposits.


6


As of November 30, 2012, August 31, 2012 and November 30, 2011, we had the following outstanding purchase and sales contracts:
 
November 30, 2012
 
August 31, 2012
 
November 30, 2011
 
Purchase
Contracts
 
Sales
Contracts
 
Purchase
Contracts
 
Sales
Contracts
 
Purchase
Contracts
 
Sales
Contracts
 
(Units in thousands)
Grain and oilseed - bushels
674,866
 
1,018,510
 
722,895
 
1,074,535
 
573,239
 
825,374
Energy products - barrels
7,483
 
19,817
 
9,047
 
19,561
 
8,687
 
13,338
Soy products - tons
21
 
360
 
15
 
215
 
14
 
285
Crop nutrients - tons
1,270
 
1,428
 
600
 
725
 
829
 
1,122
Ocean and barge freight - metric tons
1,288
 
210
 
1,018
 
183
 
1,101
 
341

As of November 30, 2012, August 31, 2012 and November 30, 2011, the gross fair values of our derivative assets and liabilities not designated as hedging instruments were as follows:
 
November 30, 2012
 
August 31, 2012
 
November 30, 2011
 
 
 
(Dollars in thousands)
Derivative Assets:
 
 
 

 
 

Commodity and freight derivatives
$
632,544

 
$
1,070,800

 
$
641,890

Foreign exchange derivatives
3,140

 
978

 
15

 
$
635,684

 
$
1,071,778

 
$
641,905

Derivative Liabilities:
 
 
 

 
 

Commodity and freight derivatives
$
518,377

 
$
727,946

 
$
540,426

Foreign exchange derivatives
6,234

 
2,388

 


Interest rate derivatives
483

 
544

 
595

 
$
525,094

 
$
730,878

 
$
541,021


The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the three months ended November 30, 2012 and 2011.
 
Location of
Gain (Loss)
 
2012
 
2011
 
 
 
(Dollars in thousands)
Commodity and freight derivatives
Cost of goods sold
 
$
(328,284
)
 
$
(50,933
)
Foreign exchange derivatives
Cost of goods sold
 
(1,685
)
 
686

Interest rate derivatives
Interest, net
 
(9
)
 


 
 
 
$
(329,978
)
 
$
(50,247
)

Goodwill and Other Intangible Assets

Goodwill was $82.9 million, $81.7 million and $26.2 million on November 30, 2012, August 31, 2012 and November 30, 2011, respectively, and is included in other assets in our Consolidated Balance Sheets.


7


Intangible assets subject to amortization primarily include customer lists, trademarks and agreements not to compete, and are amortized over their respective useful lives (ranging from 2 to 30 years). Excluding goodwill, the gross carrying amount of our intangible assets was $81.7 million, $100.6 million and $75.3 million on November 30, 2012, August 31, 2012 and November 30, 2011, respectively. Accumulated amortization was $38.2 million, $55.7 million and $45.1 million as of November 30, 2012, August 31, 2012 and November 30, 2011, respectively. Intangible assets acquired were $1.0 million during the three-month period ended November 30, 2012. No intangible assets were acquired during the three-month period ended November 30, 2011. Total amortization expense for intangible assets during the three-month periods ended November 30, 2012 and 2011, was $2.5 million and $2.7 million, respectively. The estimated annual amortization expense related to intangible assets subject to amortization for the next five years is as follows:

 
(Dollars in thousands)

Year 1
$
10,666

Year 2
7,078

Year 3
6,134

Year 4
5,875

Year 5
4,537

Thereafter
9,176

 
$
43,466


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

For the three months ended November 30, 2012 and 2011, major repairs turnaround expenditures were $3.9 million and $16.6 million, respectively. During the three months ended November 30, 2011, our Laurel Montana refinery completed a turnaround.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles — Goodwill and Other (Topic 350) — Testing Goodwill for Impairment.” ASU No. 2011-08 allows entities to use a qualitative approach to test goodwill for impairment. It permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This guidance became effective for us during the three months ended November 30, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” ASU No. 2011-11 creates new disclosure requirements about the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements in this update are effective for annual reporting periods, and interim periods within those years, beginning on or after January 1, 2013. We are currently evaluating the impact that the adoption will have on our consolidated financial statements in fiscal 2014.


8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 2        Receivables

 
November 30, 2012
 
August 31, 2012
 
November 30, 2011
 
(Dollars in thousands)
Trade accounts receivable
$
2,634,587

 
$
2,817,817

 
$
2,028,765

CHS Capital notes receivable
682,910

 
606,514

 
572,757

Other
380,392

 
278,196

 
279,601

 
3,697,889

 
3,702,527

 
2,881,123

Less allowances and reserves
116,419

 
111,785

 
121,364

 
$
3,581,470

 
$
3,590,742

 
$
2,759,759


Trade accounts receivable are initially recorded at a selling price, which approximates fair value, upon the sale of goods or services to customers. The carrying value of CHS Capital notes receivable approximates fair value, given their short duration and the use of market pricing adjusted for risk.

CHS Capital, our wholly-owned subsidiary, has notes receivable from commercial borrowers and producer borrowings. The short-term notes receivable generally have terms of 12-14 months and are reported at their outstanding principle balances as CHS Capital has the ability and intent to hold these notes to maturity. The notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperative’s capital stock. These loans are primarily originated in the states of Minnesota, Wisconsin and North Dakota. CHS Capital also has loans receivable from producer borrowers which are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages. In addition to the short-term amounts included in the table above, CHS Capital had long-term notes receivable with durations of not more than 10 years of $125.7 million, $164.8 million and $114.5 million at November 30, 2012, August 31, 2012 and November 30, 2011, respectively, which are included in other assets on our Consolidated Balance Sheets. As of November 30, 2012, August 31, 2012 and November 30, 2011 the commercial notes represented 80%, 74% and 86%, respectively, and the producer notes represented 20%, 26% and 14%, respectively, of the total CHS Capital notes receivable.

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

CHS Capital has commitments to extend credit to a customer as long as there is no violation of any condition established in the contract. As of November 30, 2012, CHS Capital's customers have additional available credit of $836.8 million.
    

9


Note 3        Inventories
        
 
November 30, 2012
 
August 31, 2012
 
November 30, 2011
 
(Dollars in thousands)
Grain and oilseed
$
2,089,348

 
$
1,625,865

 
$
1,375,456

Energy
668,990

 
701,348

 
799,061

Crop nutrients
331,666

 
401,655

 
395,551

Feed and farm supplies
440,050

 
384,178

 
384,804

Processed grain and oilseed
100,059

 
76,892

 
47,492

Other
11,631

 
14,034

 
10,978

 
$
3,641,744

 
$
3,203,972

 
$
3,013,342


As of November 30, 2012, we valued approximately 10% of inventories, primarily related to Energy, using the lower of cost, determined on the LIFO method, or market (11% and 13% as of August 31, 2012 and November 30, 2011, respectively). If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $518.5 million, $566.6 million and $577.9 million at November 30, 2012, August 31, 2012 and November 30, 2011, respectively.

Note 4        Investments

As of August 31, 2012, we owned 74.5% of NCRA. During fiscal 2012, we entered into an agreement to purchase the remaining shares of NCRA from Growmark Inc. (Growmark) and MFA Oil Company (MFA) in separate closings to be held annually through fiscal 2015. Pursuant to this agreement, we made the first payments during the first quarter of fiscal 2013 to Growmark and MFA in the amounts of $48.0 million and $18.0 million respectively; increasing our ownership to 79.2%. The present value of the remaining payments is included as mandatorily redeemable noncontrolling interest on our Consolidated Balances Sheets.

We have a 50% interest in Ventura Foods, LLC (Ventura Foods), a joint venture which produces and distributes primarily vegetable oil-based products, and is included in Corporate and Other. We account for Ventura Foods as an equity method investment, and as of November 30, 2012, our carrying value of Ventura Foods exceeded our share of their equity by $12.9 million, which represents equity method goodwill. The following provides summarized unaudited financial information for Ventura Foods balance sheets as of November 30, 2012, August 31, 2012 and November 30, 2011, and statements of operations for the three months ended November 30, 2012 and 2011:
 
November 30, 2012
 
August 31, 2012
 
November 30, 2011
 
(Dollars in thousands)
Current assets
$
575,137

 
$
574,925

 
$
595,727

Non-current assets
464,028

 
459,070

 
460,204

Current liabilities
200,357

 
197,251

 
235,469

Non-current liabilities
277,943

 
277,760

 
291,816


    
 
For the Three Months Ended November 30,
 
2012
 
2011
 
(Dollars in thousands)
Net sales
$
651,487

 
$
665,583

Gross profit
62,123

 
56,051

Net earnings
20,728

 
15,102

Earnings attributable to CHS Inc. 
10,364

 
7,551



10


Note 5        Notes Payable and Long-Term Debt

 
 
 
 
 
 
 
November 30,
2012
 
August 31,
2012
 
November 30,
2011
 
 
 
 
Notes payable
$
274,960

 
$
269,783

 
$
124,498

CHS Capital notes payable
601,886

 
533,839

 
521,017

 
$
876,846

 
$
803,622

 
$
645,515


On November 30, 2012, we had two primary committed lines of credit. We 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. We had no amounts outstanding as of November 30, 2012, August 31, 2012 and November 30, 2011.

Interest, net for the three months ended November 30, 2012 and 2011 is as follows:
 
For the Three Months Ended November 30.
 
2012
 
2011
Interest expense
$
24,436

 
$
23,307

Interest-purchase of NCRA noncontrolling interests
46,696

 
 
Capitalized interest
(2,902
)
 
(1,806
)
Interest income
(1,020
)
 
(694
)
Interest, net
$
67,210

 
$
20,807



11


Note 6        Equities

Changes in equities for the three months ended November 30, 2012 and 2011 are as follows:

 
Fiscal 2013
 
Fiscal 2012
 
(Dollars in thousands)
CHS Inc. balances, September 1, 2012 and 2011
$
4,455,341

 
$
3,915,592

Net income attributable to CHS Inc.
343,707

 
416,208

Other comprehensive income (loss)
245

 
(4,773
)
Equities retired
(2,378
)
 
(2,447
)
Equity retirements accrued
2,378

 
2,447

Equities issued in business combinations
14,240

 
11,509

Preferred stock dividends
(6,136
)
 
(6,136
)
Preferred stock dividends accrued
4,091

 
4,091

Accrued dividends and equities payable
(147,091
)
 
(168,291
)
Purchase of noncontrolling interests
 
 
(96,720
)
Other, net
(660
)
 
(335
)
CHS Inc. balances, November 30, 2012 and 2011
$
4,663,737

 
$
4,071,145

 
 
 
 
Noncontrolling interests balances, September 1, 2012 and 2011
$
17,982

 
$
349,728

Net income attributable to noncontrolling interests
2,174

 
72,674

Distributions to noncontrolling interests
 
 
(5,779
)
Distributions accrued
 
 
5,544

Accrued dividends and equities payable
 
 
(71,740
)
Purchase of noncontrolling interests
 
 
(337,145
)
Other
1,146

 
(179
)
Noncontrolling interests balances, November 30, 2012 and 2011
$
21,302

 
$
13,103


The following table presents the effects of changes in our NCRA ownership interest on CHS equities for the three months ended November 30, 2012 and 2011:

 
For the Three Months Ended November 30,
 
2012
 
2011
 
(Dollars in thousands)
Net income attributable to CHS Inc.
$
343,707

 
$
416,208

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
$
343,707

 
$
334,070



12


Note 7        Benefit Plans

Employee benefits information for the three months ended November 30, 2012 and 2011 is as follows:
 
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 
Other Benefits
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
(Dollars in thousands)
Components of net periodic benefit costs for the three months ended November 30, 2012 and 2011 is as follows:
 

 
 

 
 

 
 

 
 

 
 

  Service cost
$
7,216

 
$
6,502

 
$
165

 
$
172

 
$
633

 
$
510

  Interest cost
6,505

 
5,935

 
323

 
348

 
616

 
636

  Expected return on assets
(11,956
)
 
(10,024
)
 


 


 


 


  Prior service cost (credit) amortization
399

 
458

 
57

 
57

 
(4
)
 
(26
)
  Actuarial loss amortization
5,231

 
3,732

 
211

 
112

 
223

 
207

  Transition amount amortization


 


 


 


 
175

 
234

Net periodic benefit cost
$
7,395

 
$
6,603

 
$
756

 
$
689

 
$
1,643

 
$
1,561


Employer Contributions:

Total contributions to be made during fiscal 2013, including the NCRA plan, will depend primarily on market returns on the pension plan assets and minimum funding level requirements. During the three months ended November 30, 2012, CHS and NCRA made no contributions to the pension plans. At this time, we do not anticipate having to make a contribution for our benefit plans in fiscal 2013.

Note 8        Segment Reporting

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

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

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

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

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grains, oilseeds, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including the weather, crop damage due to

13


disease or insects, drought, the availability and adequacy of supply, government regulations and policies, world events, and general political and economic conditions.

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this principally includes our 50% ownership in TEMCO, LLC (TEMCO). In Corporate and Other, these investments principally include our 50% ownership in Ventura Foods and our 24% ownership in Horizon Milling, LLC and Horizon Milling G.P.

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

Segment information for the three months ended November 30, 2012 and 2011 is as follows:
 
Energy
 
Ag
 
Corporate
and Other
 
Reconciling
Amounts
 
Total
 
(Dollars in thousands)
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 identifiable assets at November 30, 2012
$
3,962,703

 
$
7,489,379

 
$
2,556,115

 
 

 
$
14,008,197

For the Three Months Ended November 30, 2011:
 

 
 

 
 

 
 

 
 

Revenues
$
3,396,974

 
$
6,449,821

 
$
17,494

 
$
(130,130
)
 
$
9,734,159

Cost of goods sold
2,965,168

 
6,259,871

 
(757
)
 
(130,130
)
 
9,094,152

Gross profit
431,806

 
189,950

 
18,251

 

 
640,007

Marketing, general and administrative
32,903

 
61,843

 
17,774

 
 

 
112,520

Operating earnings
398,903

 
128,107

 
477

 

 
527,487

Gain on investments


 
(38
)
 


 
 

 
(38
)
Interest, net
3,502

 
13,914

 
3,391

 
 

 
20,807

Equity income from investments
(1,890
)
 
(7,162
)
 
(15,077
)
 
 

 
(24,129
)
Income before income taxes
$
397,291

 
$
121,393

 
$
12,163

 
$

 
$
530,847

Intersegment revenues
$
(130,130
)
 
 

 
 

 
$
130,130

 
$

Goodwill
$
1,165

 
$
18,170

 
$
6,898

 
 

 
$
26,233

Capital expenditures
$
59,716

 
$
37,504

 
$
1,681

 
 

 
$
98,901

Depreciation and amortization
$
26,429

 
$
20,358

 
$
4,858

 
 

 
$
51,645

Total identifiable assets at November 30, 2011
$
4,063,388

 
$
5,359,783

 
$
2,713,518

 
 

 
$
12,136,689



14


Note 9        Fair Value Measurements

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

Fair value measurements at November 30, 2012, August 31, 2012 and November 30, 2011 are as follows:
 
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
$
47,254

 
341,387

 

 
388,641

Foreign currency derivatives
2,826

 


 

 
2,826

Other assets
75,873

 


 

 
75,873

Total Assets
$
125,953

 
$
2,527,715

 

 
$
2,653,668

Liabilities:
 

 
 

 
 
 
 

Commodity and freight derivatives
$
17,306

 
$
261,010

 

 
$
278,316

Interest rate swap derivatives


 
483

 

 
483

Foreign currency derivatives
2,077

 


 

 
2,077

Accrued liability for contingent
crack spread payments related
to purchase of noncontrolling
interests


 


 
$
170,621

 
170,621

Total Liabilities
$
19,383

 
$
261,493

 
$
170,621

 
$
451,497



15


 
August 31, 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


 
November 30, 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


 
$
1,423,083

 

 
$
1,423,083

Commodity and freight derivatives
$
147,915

 
254,406

 

 
402,321

Other assets
69,271

 


 

 
69,271

Total Assets
$
217,186

 
$
1,677,489

 

 
$
1,894,675

Liabilities:
 

 
 

 
 
 
 

Commodity and freight derivatives
$
18,583

 
$
282,259

 
 
 
$
300,842

Interest rate swap derivatives
 
 
595

 
 
 
595

Accrued liability for contingent
crack spread payments related
to purchase of noncontrolling
interests
 
 
 
 
$
105,188

 
105,188

Total Liabilities
$
18,583

 
$
282,854

 
$
105,188

 
$
406,625


Readily marketable inventories — Our readily marketable inventories primarily include grain, oilseed, and minimally processed soy-based inventories that are stated at fair values. These commodities are readily marketable, have quoted market prices and may be sold without significant additional processing. We estimate the fair market values of these inventories included in Level 2 primarily based on exchange quoted prices, adjusted for differences in local markets. Changes in the fair market values of these inventories are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

16


Commodity, freight and foreign currency derivatives — Exchange traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts, flat price or basis fixed derivative contracts, ocean freight contracts and other OTC derivatives are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, adjusted for location specific inputs, and are classified within Level 2. The location specific inputs are generally broker or dealer quotations, or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.
Other assets — Our available-for-sale investments in common stock of other companies and Rabbi Trust assets are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1. Changes in the fair values of these other assets are primarily recognized in our Consolidated Statements of Operations as a component of marketing, general and administrative expenses.
Interest rate swap derivatives — Fair values of our interest rate swap liabilities are determined utilizing valuation models that are widely accepted in the market to value such OTC derivative contracts. The specific terms of the contracts, as well as market observable inputs, such as interest rates and credit risk assumptions, are factored into the models. As all significant inputs are market observable, all interest rate swaps are classified within Level 2. Changes in the fair values of contracts not designated as hedging instruments for accounting purposes are recognized in our Consolidated Statements of Operations as a component of interest, net. Changes in the fair values of contracts designated as hedging instruments are deferred to accumulated other comprehensive loss in the equity section of our Consolidated Balance Sheets and are amortized into earnings within interest, net over the term of the agreements.
Accrued liability for contingent crack spread payment related to purchase of noncontrolling interests — The fair value of the accrued liability was calculated utilizing an average price option model, an adjusted Black-Scholes pricing model commonly used in the energy industry to value options. The model uses market observable inputs and unobservable inputs. Due to significant unobservable inputs used in the pricing model, the liability is classified within Level 3.
Quantitative Information about Level 3 Fair Value Measurements
 
 
 
 
 
 
Fair Value
Valuation
 
Range
Item
November 30, 2012
Technique
Unobservable Input
(Weighted Average)
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
$
170,621

Adjusted Black Scholes option pricing model
Adjusted forward crack spread margin on November 30 (a)
$24.07-$35.49 (27.82)
 
 
 
Contractual target crack spread margin (b)
$17.50
 
 
 
Expected volatility (c)
84.58%
 
 
 
Own credit risk (d)
0.80-2.80% (2.11%)
 
 
 
Expected life (years) (e)
0.75-4.75 (3.15)
(a) Represents adjusted forward crack spread margin quotes and management estimates based on future settlement dates
(b) Represents the minimum contractual threshold that would require settlement with the counterparties
(c) Represents quarterly adjusted volatility estimates derived from daily historical market data
(d) Represents the range of company-specific risk adjustments commensurate with typical long-term borrowing rates available to us at measurement date
(e) Represents the range in the number of years remaining related to each contingent payment

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

17


Although changes in the expected volatility are driven by fluctuations in the underlying crack spread margin, changes in expected volatility are not necessarily accompanied by a directionally similar change in the forward crack spread margin. Directional changes in the expected volatility can be affected by a multitude of factors including the magnitude of daily fluctuations in the underlying market data, market trends, timing of fluctuations, and other factors.
The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended November 30, 2012:

 
 
Level 3 Liabilities
 
 
Accrued liability for contingent crack spread payments related to purchase of noncontrolling interests
Balances, September 1, 2012
 
$
127,516

Total losses included in cost of goods sold
 
43,105

Balances, November 30, 2012
 
$
170,621


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

Note 10        Commitments and Contingencies

Guarantees

We are a guarantor for lines of credit and performance obligations of related companies. As of November 30, 2012, our bank covenants allowed maximum guarantees of $500.0 million, of which $71.3 million was outstanding. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees are current as of November 30, 2012.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussions of financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and notes to such statements and the cautionary statement regarding forward-looking statements found at the beginning of Part I, Item 1, of this Quarterly Report on Form 10-Q, as well as our consolidated financial statements and notes thereto for the year ended August 31, 2012, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission. This discussion contains forward-looking statements based on current expectations, assumptions, estimates and projections of management. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, as more fully described in the cautionary statement and elsewhere in this Quarterly Report on Form 10-Q.

CHS Inc. (CHS, we or us) is a diversified company, which provides grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers, ranchers and their member cooperatives across the United States. We also have preferred stockholders that own shares of our 8% Cumulative Redeemable Preferred Stock.

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

Our consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies, including National Cooperative Refinery Association (NCRA) in our Energy segment. The effects of all significant intercompany transactions have been eliminated.

18



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

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

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

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

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

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this principally includes our 50% ownership in TEMCO. In Corporate and Other, these investments principally include our 50% ownership in Ventura Foods and our 24% ownership in Horizon Milling and Horizon Milling G.P.

Results of Operations

Comparison of the three months ended November, 2012 and 2011

General.  We recorded income before income taxes of $381.9 million during the three months ended November 30, 2012 compared to $530.8 million during the three months ended November 30, 2011, a decrease of $148.9 million (28%). Operating results reflected decreased pretax earnings in our Energy segment and our Ag segment, partially offset by increased pretax earnings in Corporate and Other.

Our Energy segment generated income before income taxes of $253.0 million for the three months ended November 30, 2012 compared to $397.3 million in the three months ended November 30, 2011, representing a decrease of $144.3 million (36%). During the three months ended November 30, 2012, we had a net loss on the mark-to-market for our refinery margin hedges of $42.3 million compared to a net gain of $113.0 million during the same period of the previous year. Without this impact, margins in our refined fuels would have improved. Earnings in our propane, transportation and renewable fuels marketing businesses improved, while our lubricants business experienced decreased earnings during the three months ended November 30, 2012, when compared to the same three-month period of the previous year.


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Our Ag segment generated income before income taxes of $112.4 million for the three months ended November 30, 2012 compared to $121.4 million in the three months ended November 30, 2011, a decrease in earnings of $9.0 million (7%). Earnings from our wholesale crop nutrients business decreased $5.4 million for the three months ended November 30, 2012 compared with the three months ended November 30, 2011, primarily due to decreased margins. Our country operations earnings increased $4.3 million during the three months ended November 30, 2012, compared to the same three-month period of the previous year, primarily as a result of increased retail merchandise volumes and grain volumes. Our grain marketing earnings decreased by $14.8 million during the three months ended November 30, 2012 compared with the three months ended November 30, 2011, primarily as a result of decreased margins. Our processing and food ingredients businesses experienced an increase in earnings of $5.6 million for the three months ended November 30, 2012 compared to the same period of the previous year, primarily related to increased margins from our soybean crushing and refining businesses.

Corporate and Other generated income before income taxes of $16.5 million during the three months ended November 30, 2012 compared to $12.2 million during the three months ended November 30, 2011, an increase in earnings of $4.3 million (36%). Business solutions earnings increased $1.3 million during the three months ended November 30, 2012 compared with the three months ended November 30, 2011, which reflected increased loan volumes in our financial services business, partially offset by decreased volumes in our hedging activities. Our share of earnings from Ventura Foods, our packaged foods joint venture, net of allocated expenses, increased by $3.0 million during the three months ended November 30, 2012, compared to the same period of the previous year, primarily from improved margins. Our share of earnings from our wheat milling joint ventures, net of allocated expenses, remained relatively flat for the three months ended November 30, 2012 compared to the same period of the previous year.

Net Income attributable to CHS Inc.  Consolidated net income attributable to CHS Inc. for the three months ended November 30, 2012 was $343.7 million compared to $416.2 million for the three months ended November 30, 2011, which represents a $72.5 million (17%) decrease.

Revenues.  Consolidated revenues were $11.7 billion for the three months ended November 30, 2012 compared to $9.7 billion for the three months ended November 30, 2011, which represents a $2.0 billion (20%) increase.

Our Energy segment revenues, after elimination of intersegment revenues, of $3.2 billion decreased by $76.2 million (2%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011. During the three months ended November 30, 2012 and 2011, our Energy segment recorded revenues from sales to our Ag segment of $133.6 million and $130.1 million, respectively, which are eliminated as part of the consolidation process. The net decrease of $76.2 million is comprised of a net decrease of $40.3 million related to lower prices and $35.9 million related to lower sales volumes. Refined fuels revenues increased $12.7 million (1%), of which $12.9 million was related to a net average selling price increase, partially offset by $0.1 million related to lower volumes, compared to the same period of the previous year. The sales price of refined fuels increased $0.02 per gallon, while volumes remained relatively flat. Propane revenues decreased $67.8 million (27%), which included $77.9 million related to a decrease in the net average selling price, partially offset by $10.1 million from a 4% increase in volumes, when compared to the same period of the previous year. The average selling price of propane decreased $0.46 per gallon (30%), when compared to the same period of the previous year. Renewable fuels marketing revenues decreased $27.2 million (7%), primarily from a decrease in the average selling price of $0.34 per gallon (12%), partially offset by a 6% increase in volumes, when compared with the same period of the previous year.

Our Ag segment revenues, after elimination of intersegment revenues, of $8.5 billion increased $2.1 billion (32%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011.

Grain revenues in our Ag segment totaled $6.5 billion and $4.7 billion during the three months ended November 30, 2012 and 2011, respectively. Of the grain revenues increase of $1.8 billion (38%), $1.2 billion is due to increased average grain selling prices and $557.6 million is due to a 12% net increase in volumes, during the three months ended November 30, 2012 compared to the same period of the previous year. The average sales price of all grain and oilseed commodities sold reflected an increase of $2.09 per bushel (23%) over the three months ended November 30, 2011. Corn and soybeans had increased volumes, while wheat had decreased volumes compared to the three months ended November 30, 2011.

Our processing and food ingredients revenues in our Ag segment of $480.6 million increased $131.8 million (38%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011. The net increase in revenues is comprised of $73.9 million from an increase in the average selling price of our oilseed products and a net increase of $58.0 million related to increased volumes, including volumes from recent acquisitions, as compared to the three months ended November 30, 2011. Typically, changes in average selling prices of oilseed products are primarily driven by the average market prices of soybeans.


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Wholesale crop nutrient revenues in our Ag segment totaled $756.4 million and $662.7 million during the three months ended November 30, 2012 and 2011, respectively. Of the wholesale crop nutrient revenues increase of $93.8 million (14%), $0.5 million was related to increased average fertilizer selling prices and $93.2 million was due to increased volumes during the three months ended November 30, 2012 compared to the same period of the previous year. The average sales price of all fertilizers sold was relatively flat, which reflected an increase of $0.37 per ton compared to the same period of the previous year. Our wholesale crop nutrient volumes increased 16% during the three months ended November 30, 2012 compared with the three months ended November 30, 2011.

Our Ag segment other product revenues, primarily feed and farm supplies, of $747.6 million increased by $78.3 million (12%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011, primarily the result of increased revenues in our country operations sales of retail crop nutrients, feed, crop protection and energy products, which includes additional volumes from acquisitions. Other revenues within our Ag segment of $59.2 million during the three months ended November 30, 2012 remained relatively flat compared to the same period of the previous year.

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

Cost of Goods Sold.  Consolidated cost of goods sold was $11.2 billion for the three months ended November 30, 2012 compared to $9.1 billion for the three months ended November 30, 2011, which represents a $2.1 billion (23%) increase.

Our Energy segment cost of goods sold, after elimination of intersegment costs, of $2.9 billion increased by $22.2 million (1%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011. The increase in cost of goods sold is primarily due to an increase in the cost of goods sold for refined fuels products. Specifically, refined fuels cost of goods sold increased $93.8 million (5%), which reflects an increase in the average cost of refined fuels of $0.07 per gallon (2%) compared to the three months ended November 30, 2011, while volumes remained relatively flat. On average, we process approximately 55,000 barrels of crude oil per day at our Laurel, Montana refinery and 85,000 barrels of crude oil per day at NCRA’s McPherson, Kansas refinery. The aggregate average per unit cost of crude oil purchased for the two refineries increased 6% compared to the three months ended November 30, 2011, which is reflected in the $0.07 per gallon increase in average cost of refined fuels. The increase in refined fuels cost of goods sold included a net loss on the mark-to-market of our refinery margin hedges of $42.3 million, compared to a net gain of $113.0 million in the same period of the previous fiscal year, and an increase in the contingent crack spread liability related to our purchase of the noncontrolling interests of NCRA of $43.1 million. The cost of propane decreased $69.1 million, which was reflected by an average cost decrease of $0.46 per gallon (31%), partially offset by a 4% increase in volumes, when compared to the three months ended November 30, 2011. Renewable fuels marketing costs decreased $29.9 million (8%), primarily from a decrease in the average cost of $0.36 per gallon (13%), partially offset by a 6% increase in volumes, when compared with the same period of the previous year.

Our Ag segment cost of goods sold, after elimination of intersegment costs, of $8.3 billion increased $2.0 billion (33%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011. Grain cost of goods sold in our Ag segment totaled $6.3 billion and $4.6 billion during the three months ended November 30, 2012 and 2011, respectively. The cost of grains and oilseed procured through our Ag segment increased $1.7 billion (37%) compared to the three months ended November 30, 2011. This is primarily the result of a $1.98 (22%) increase in the average cost per bushel, and a 12% net increase in bushels sold, as compared to the same period of the previous year. The average month-end market price per bushel of soybeans, corn and spring wheat increased compared to the same period of the previous year.

Our processing and food ingredients cost of goods sold in our Ag segment of $466.1 million increased $122.0 million (35%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011, which was primarily due to increases in the cost of soybeans purchased and higher volumes of oilseed refined products sold, which includes volumes from recent acquisitions.

Wholesale crop nutrients cost of goods sold in our Ag segment totaled $726.3 million and $631.4 million during the three months ended November 30, 2012 and 2011 respectively. The net increase of $95.0 million (15%) is comprised of a net increase in tons sold of 16%, partially offset by a decrease in the average cost per ton of fertilizer of $5 (1%), primarily relating to lower of cost or market adjustments, when compared to the same period of the previous year.


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Our Ag segment other product cost of goods sold, primarily feed and farm supplies, increased $65.2 million (12%) during the three months ended November 30, 2012 compared to the three months ended November 30, 2011, primarily the result of increased revenues in our country operations sales of retail crop nutrients, feed, crop protection and energy products, and includes additional volumes from acquisitions.

Marketing, General and Administrative.  Marketing, general and administrative expenses of $124.5 million for the three months ended November 30, 2012 increased by $12.0 million (11%) compared to the three months ended November 30, 2011. This net increase is primarily due to the expansion of foreign operations and acquisitions in our Ag segment.

Interest, net.  Net interest of $67.2 million for the three months ended November 30, 2012 increased $46.4 million compared to the three months ended November 30, 2011. Interest expense for the three months ended November 30, 2012 and 2011 was $71.1 million and $23.3 million, respectively. The increase in interest expense of $47.8 million is primarily due to interest accretion of $1.6 million related to the purchase of the NCRA noncontrolling interests and $45.0 million of patronage earned by the noncontrolling interests of NCRA. The increase in interest expense was also partially due to increased short-term borrowings during the three months ended November 30, 2012 compared to the same period of the previous year. The average level of short-term borrowings increased $64.5 million during the year ended November 30, 2012 compared to the same period of the previous year, of which $43.7 million related to CHS Capital activity. For the three months ended November 30, 2012 and 2011, we capitalized interest of $2.9 million and $1.8 million, respectively, primarily related to construction projects at both refineries in our Energy segment. Interest income was $1.0 million and $0.7 million for the three months ended November 30, 2012 and 2011, respectively.

Equity Income from Investments.  Equity income from investments of $28.1 million for the three months ended November 30, 2012 increased $3.9 million (16%) compared to the three months ended November 30, 2011. We record equity income or loss primarily from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. The net increase in equity income from investments was attributable to increased earnings from investments in our Ag segment and Corporate and Other of $0.8 million and $3.2 million, respectively, while earnings from investments in our Energy segment remained relatively flat when compared to the same period of the previous year.

Our Ag segment generated increased equity investment earnings of $0.8 million. Our country operations business reported an aggregate increase in equity investment earnings of $2.4 million from several small equity investments.
We had a net decrease of $1.5 million from our share of equity investment earnings in our grain marketing joint ventures during the three months ended November 30, 2012 compared to the same period of the previous year.

Corporate and Other generated increased equity investment earnings of $3.2 million, primarily from Ventura Foods, our vegetable oil-based products and packaged foods joint venture, which increased $2.8 million compared to the three months ended November 30, 2011, as well as our wheat milling joint venture earnings, which also increased by $0.3 million compared to the three months ended November 30, 2011.

Income Taxes.  Income tax expense of $36.0 million for the three months ended November 30, 2012, compared with $42.0 million for the three months ended November 30, 2011, resulting in effective tax rates of 9.4% and 7.9%, respectively. The federal and state statutory rate applied to nonpatronage business activity was 38.1% and 38.9% for the three months ended November 30, 2012 and 2011, respectively. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of the comparable years.

Noncontrolling interests.  Net income from noncontrolling interests of $2.2 million for the three months ended November 30, 2012 decreased by $70.5 million (97%) compared to the three months ended November 30, 2011. Beginning in the second quarter of fiscal 2012, earnings from NCRA are no longer attributable to the noncontrolling interests, and patronage earned by the noncontrolling interests of NCRA after November 29, 2011 are included as interest, net in our Consolidated Statements of Operations.

Liquidity and Capital Resources

On November 30, 2012, we had working capital, defined as current assets less current liabilities, of $2,961.0 million and a current ratio, defined as current assets divided by current liabilities, of 1.4 to 1.0 compared to working capital of $2,848.5 million and a current ratio of 1.4 to 1.0 on August 31, 2012. On November 30, 2011, we had working capital of $2,881.7 million and a current ratio of 1.5 to 1.0, compared to working capital of $2,776.5 million and a current ratio of 1.5 to 1.0 on August 31, 2011.

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On November 30, 2012, August 31, 2012 and November 30, 2011, we had two primary committed lines of credit. We 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 November 30, 2012, August 31, 2012 and November 30, 2011. The major financial covenants for both revolving facilities require us to maintain a minimum consolidated net worth, adjusted as defined in the credit agreements, of $2.5 billion and a consolidated funded debt to consolidated cash flow ratio of no greater than 3.00 to 1.00. The term consolidated cash flow is principally our earnings before interest, taxes, depreciation and amortization (EBITDA) with adjustments as defined in the credit agreements. A third financial ratio does not allow our adjusted consolidated funded debt to adjusted consolidated equity to exceed 0.80 to 1.00 at any time. As of November 30, 2012, we were in compliance with all covenants. Our credit facilities are established with a syndication of domestic and international banks, and our inventories and receivables financed with them are highly liquid. With our current cash balances and our available capacity on our committed lines of credit, we believe that we have adequate liquidity to cover any increase in net operating assets and liabilities and expected maintenance capital expenditures.

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

Cash Flows from Operations

Cash flows from operations are generally affected by commodity prices and the seasonality of our businesses. These commodity prices are affected by a wide range of factors beyond our control, including weather, crop conditions, drought, the availability and the adequacy of supply and transportation, government regulations and policies, world events, and general political and economic conditions. These factors are described in the cautionary statements and may affect net operating assets and liabilities, and liquidity.

Our cash flows provided by operating activities were $1,086.4 million and $1,157.5 million for the three months ended November 30, 2012 and November 30, 2011, respectively. Cash flows were similar when comparing the two periods primarily from significant increases in cash inflows for net changes in operating assets and liabilities during the three months ended November 30, 2012 and 2011. Commodity prices decreased during the three months ended November 30, 2012 and 2011, and resulted in decreased working capital needs compared to August 31, 2012 and 2011, respectively.

Our operating activities provided net cash of $1,086.4 million during the three months ended November 30, 2012. Net income including noncontrolling interests of $345.9 million, net non-cash expenses and cash distributions from equity investments of $110.0 million and a decrease in net operating assets and liabilities of $630.5 million provided the net cash from operating activities. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including amortization of major repair costs, of $64.9 million and the loss on the crack spread contingent liability of $43.1 million. The decrease in net operating assets and liabilities was caused primarily by a decrease in commodity prices resulting in a decrease in margin deposits and an increase in accounts payable, partially offset by a decrease in customer margin deposits and an increase in inventory quantities on November 30, 2012, when compared to August 31, 2012. On November 30, 2012, the per bushel market prices of two of our primary grain commodities, corn and soybeans, decreased by $0.50 (6%) and $3.26 (18%), respectively; while the per bushel market price of our third primary commodity, spring wheat, was relatively flat when compared to the spot prices on August 31, 2012. In general, crude oil market prices decreased $8 per barrel (8%) on November 30, 2012 when compared to August 31, 2012. On November 30, 2012, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases between 1% and 11%, depending on the specific products, with the exception of ammonia prices which increased 5% compared to prices on August 31, 2012. An increase in grain inventory quantities in our Ag segment of 30.5 million bushels (21%) partially offset the decreases in net operating assets and liabilities when comparing inventories at November 30, 2012 to August 31, 2012.

Our operating activities provided net cash of $1,157.5 million during the three months ended November 30, 2011. Net income including noncontrolling interests of $488.9 million, net non-cash expenses and cash distributions from equity investments of $76.4 million and a decrease in net operating assets and liabilities of $592.1 million provided the net cash from operating activities. The primary components of adjustments to reconcile net income to net cash provided by operating activities included depreciation and amortization, and amortization of deferred major repair costs, of $59.5 million, and redemptions from equity investments, net of income from those investments, of $16.8 million. The decrease in net operating assets and liabilities was caused primarily by a decrease in commodity prices resulting in a decrease in margin deposits, partially offset by a decrease in customer margin deposits and an increase in inventory quantities on November 30, 2011, when

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compared to August 31, 2011. On November 30, 2011, the per bushel market prices of our three primary grain commodities decreased as follows: corn $1.56 (21%), soybeans $3.18 (22%) and spring wheat $1.31 (14%) when compared to market prices on August 31, 2011. In general, crude oil market prices increased $12 (13%) per barrel on November 30, 2011 compared to August 31, 2011. On November 30, 2011, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses generally remained flat or decreased up to 5%, depending on the specific products, compared to prices on August 31, 2011. An increase in grain inventory quantities in our Ag Business segment of 17.6 million bushels (14%) partially offset the decreases in net operating assets and liabilities when comparing inventories at November 30, 2011 to August 31, 2011.

We expect our net operating assets and liabilities to increase through our second quarter of fiscal 2013, resulting in increased cash needs. Our second quarter has typically been the period of our highest short-term borrowings. We expect to increase crop nutrient and crop protection product inventories and prepayments to suppliers of these products in our wholesale crop nutrients and country operations businesses during our second quarter of fiscal 2013. At the same time, we expect this increase in net operating assets and liabilities to be partially offset by the collection of prepayments from our customers for these products. Prepayments are frequently used for agronomy products to assure supply and at times to guarantee prices. In addition, during our second fiscal quarter of 2013, we will make payments on deferred payment contracts for those producers that sold grain to us during prior quarters and requested payment after the end of the calendar year. We believe that we have adequate capacity through our current cash balances and committed credit facilities to meet any likely increase in net operating assets and liabilities.

Cash Flows from Investing Activities

For the three months ended November 30, 2012 and 2011, the net cash flows used in our investing activities totaled, $230.8 million and $116.6 million, respectively.

The acquisition of property, plant and equipment comprised the primary use of cash totaling $138.1 million and $98.9 million for the three months ended November 30, 2012 and 2011, respectively.

Expenditures for major repairs related to our refinery turnarounds were $3.9 million and $16.6 million during the three months ended November 30, 2012 and 2011, respectively. Refineries have planned major maintenance to overhaul, repair, inspect and replace process materials and equipment which typically occur for a five-to-six week period every 2-4 years. Our Laurel, Montana refinery completed a turnaround during the three months ended November 30, 2011 and has a scheduled turnaround for maintenance for the spring of 2013.  We estimate total expenditures related to this turnaround to be approximately $50.0 million.

For the year ending August 31, 2013, we expect total expenditures for the acquisition of property, plant and equipment and major repairs at our refineries to be approximately $750.0 million. Included in our expected capital expenditures for fiscal 2013, is $164.0 million for a project to replace a coker at one of our refineries with an expected total cost of $555.0 million and expected completion in fiscal 2015. We incurred $60.4 million of costs related to the coker project in fiscal 2012 and $28.5 million in the first quarter of fiscal 2013.

Cash acquisitions of businesses, net of cash acquired, totaled $8.1 million and $32.3 million during the three months ended November 30, 2012 and 2011, respectively. During the three months ended November 30, 2011, we acquired a crushing facility in Creston, Iowa, which is included in our Ag segment.

Investments made in joint ventures and other investments during the three months ended November 30, 2012 and 2011, totaled $7.7 million and $3.2 million, respectively.

Changes in notes receivable during the three months ended November 30, 2012 resulted in a net decrease in cash flows of $74.2 million compared to a net increase of $31.5 million during the three months ended November 30, 2011. The primary cause of the decrease in cash flows during fiscal 2013 was an increase in CHS Capital notes receivable on November 30, 2012 compared to August 31, 2012 of $53.4 million. During fiscal 2012, the primary cause of the increase in cash flows was a decrease in CHS Capital notes receivable on November 30, 2011 compared to August 31, 2011 of $68.0 million.
    
Cash Flows from Financing Activities

For the three months ended November 30, 2012 and 2011, the net cash flows used in our financing activities totaled $10.1 million and $178.3 million, respectively.


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Working Capital Financing:

We finance our working capital needs through short-term lines of credit with a syndication of domestic and international banks. On November 30, 2012 and 2011, we had two primary committed lines of credit. We 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. In addition to our primary revolving lines of credit, we have a committed revolving credit facility dedicated to NCRA, with a syndication of banks in the amount of $15.0 million. In December 2011, the line of credit dedicated to NCRA was renewed and expires in December 2014. We also have a three-year, $40.0 million committed revolving facility, with the right to increase the capacity to $120.0 million that expires in November 2013. Our wholly-owned subsidiaries, CHS Europe S.A. and CHS Agronegocio Industria e Comercio Ltda., have uncommitted lines of credit which are collateralized by $208.1 million of inventories and receivables at November 30, 2012. In addition, other international subsidiaries have lines of credit totaling $45.4 million outstanding at November 30, 2012, of which $18.0 million is collateralized. On November 30, 2012, August 31, 2012 and November 30, 2011, we had total short-term indebtedness outstanding on these various facilities and other miscellaneous short-term notes payable totaling $275.0, $269.8 million and $124.5 million.

We have two commercial paper programs totaling up to $125.0 million, with two banks participating in our revolving credit facilities. Terms of our credit facilities allow a maximum usage of $200.0 million to pay principal under any commercial paper facility. On November 30, 2012, August 31, 2012 and November 30, 2011, we had no commercial paper outstanding.

CHS Capital Financing:

Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary of CHS Capital, has commitments totaling $300.0 million as of November 30, 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 based on commercial paper with a weighted average rate of 1.21% as of November 30, 2012. Borrowings by Cofina Funding utilizing the issuance of commercial paper under the note purchase agreements totaled $121.5 million as of November 30, 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 2.96% as of November 30, 2012. As of November 30, 2012, the total funding commitment under these agreements was $257.4 million, of which $100.4 million was borrowed.

CHS Capital sells loan commitments it has originated to ProPartners Financial (ProPartners) on a recourse basis. The total capacity for commitments under the ProPartners program is $300.0 million. The total outstanding commitments under the program totaled $224.7 million as of November 30, 2012, of which $128.7 million was borrowed under these commitments with an interest rate of 1.67%.

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 November 30, 2012, and are due upon demand. Borrowings under these notes totaled $251.3 million as of November 30, 2012.
    
Long-term Debt Financing:

We typically finance our long-term capital needs, primarily for the acquisition of property, plant and equipment, with long-term agreements with various insurance companies and banks.

On November 30, 2012, we had total long-term debt outstanding of $1,393.9 million, of which $150.0 million was bank financing, $1,183.6 million was private placement debt and $60.3 million was other notes and contracts payable. The aggregate amount of long-term debt payable presented in the Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2012, has not changed significantly during the three months ended November 30, 2012. On August 31, 2012 and November 30, 2011, we had total long-term debt outstanding of $1,440.4 million and $1,475.7 million, respectively. Our long-term debt is unsecured except for other notes and contracts in the amount of $26.2 million; however, restrictive covenants under various agreements have requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all debt covenants and restrictions as of November 30, 2012.


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We did not have any new long-term borrowings during the three months ended November 30, 2012 and 2011. During the three months ended November 30, 2012 and 2011, we repaid long-term debt of $46.5 million and $39.2 million, respectively.    

Other Financing:

During the three months ended November 30, 2012, pursuant to our agreement to acquire the remaining shares of NCRA, we made the first payments for the mandatorily redeemable noncontrolling interests to Growmark and MFA in the amounts of $48.0 million and $18.0 million, respectively; increasing our ownership to 79.2%.

Changes in checks and drafts outstanding resulted in an increase in cash flows of $36.5 million during the three months ended November 30, 2012, and a decrease in cash flows of $41.6 million during the three months ended November 30, 2011.

In accordance with the bylaws and by action of the Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year. Patronage refunds are calculated based on amounts using financial statement earnings. The cash portion of the patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of capital equity certificates. Consenting patrons have agreed to take both the cash and capital equity certificate portion allocated to them from our previous fiscal year’s income into their taxable income, and as a result, we are allowed a deduction from our taxable income for both the cash distribution and the allocated capital equity certificates, as long as the cash distribution is at least 20% of the total patronage distribution. Distributable patronage earnings from the fiscal year ended August 31, 2012, are expected to be distributed during the three months ended February 28,
2013. The cash portion of this distribution, deemed by the Board of Directors to be 35% for individual members and 40% for nonindividual members, is expected to be approximately $378.7 million and is classified as a current liability on our November 30, 2012 and August 31, 2012 Consolidated Balance Sheets in dividends and equities payable.
    
Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual retirement program for equities held by them and another for individuals who are eligible for equity redemptions at age 70 or upon death. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2012, that will be distributed in fiscal 2013, to be approximately $196.0 million, of which $2.4 million was redeemed in cash during the three months ended November 30, 2012, compared to $2.4 million distributed in cash during the three months ended November 30, 2011.     

Our 8% Cumulative Redeemable Preferred Stock (Preferred Stock) is listed on the NASDAQ Stock Market LLC under the symbol CHSCP. On November 30, 2012, we had 12,272,003 shares of Preferred Stock outstanding with a total redemption value of approximately $306.8 million, excluding accumulated dividends. Our Preferred Stock accumulates dividends at a rate of 8% per year, which are payable quarterly. Dividends paid on our Preferred Stock during the three months ended November 30, 2012 and 2011, were $6.1 million and $6.1 million, respectively.

Our Preferred Stock is redeemable at our option. At this time, we have no current plan or intent to redeem any Preferred Stock.

Off Balance Sheet Financing Arrangements

Lease Commitments:

Our lease commitments presented in Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2012, have not materially changed during the three months ended November 30, 2012.

Guarantees:

We are a guarantor for lines of credit and performance obligations of related companies. As of November 30, 2012, our bank covenants allowed maximum guarantees of $500.0 million, of which $71.3 million was outstanding. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees are current as of November 30, 2012.


26


Debt:

There is no material off balance sheet debt.

Contractual Obligations

Our contractual obligations presented in Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2012, have not materially changed during the three months ended November 30, 2012.

Critical Accounting Policies

Our critical accounting policies presented in Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2012, have not materially changed during the three months ended November 30, 2012.

Effect of Inflation and Foreign Currency Transactions

We believe that inflation and foreign currency fluctuations have not had a significant effect on our operations since we conduct a significant portion of our business in U.S. dollars.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles — Goodwill and Other (Topic 350) — Testing Goodwill for Impairment.” ASU No. 2011-08 allows entities to use a qualitative approach to test goodwill for impairment. It permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This guidance became effective for us during the three months ended November 30, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” ASU No. 2011-11 creates new disclosure requirements about the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements in this update are effective for annual reporting periods, and interim periods within those years, beginning on or after January 1, 2013. We are currently evaluating the impact that the adoption will have on our consolidated financial statements in fiscal 2014.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT

Any statements contained in this report regarding the outlook for our businesses and their respective markets, such as projections of future performance, statements of our plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on our assumptions and beliefs. Such statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.


27


Certain factors could cause our future results to differ materially from those expressed or implied in any forward-looking statements contained in this report. These factors include the factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2012 under the caption “Risk Factors,” the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

Our revenues and operating results could be adversely affected by changes in commodity prices.
Our operating results could be adversely affected if our members were to do business with others rather than with us.
We participate in highly competitive business markets in which we may not be able to continue to compete successfully.
Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income.
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 financial liability.
Changing environmental and energy laws and regulation, including those related to climate change and Green House Gas (“GHG”) emissions, may result in increased operating costs and capital expenditures and may have an adverse effect on our business operations.
Government policies and regulation affecting the agricultural sector and related industries could adversely affect our operations and profitability.
Environmental liabilities could adversely affect our results and financial condition.
Actual or perceived quality, safety or health risks associated with our products could subject us to liability and damage our business and reputation.
Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unexpected 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 adversely affect our revenues and operating results.
If our customers choose alternatives to our refined petroleum products our revenues and profits may decline.
Operating results from our agronomy business could be volatile and are 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.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not experience any material changes in market risk exposures for the period ended November 30, 2012, that affect the quantitative and qualitative disclosures presented in our Annual Report on Form 10-K for the year ended August 31, 2012.

ITEM 4.    CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of November 30, 2012. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were effective.

During the first fiscal quarter ended November 30, 2012, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


28


PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings

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

On November 21, 2009, a late-night fire destroyed a shop, a warehouse containing some feed, seed, and agronomy products, and part of the office at the Malta, Montana branch of Milk River Cooperative, a CHS-owned facility. Our local staff worked with local emergency officials to respond in a timely manner in keeping with accepted protocols and in what all parties believed was in the best interests of community health and safety and to eliminate any environmental impact. There were no injuries and the fire was extinguished in a short period of time. We promptly notified both the Montana Department of Environmental Quality and the Montana Department of Emergency Services. All remediation work was overseen by West Central Environmental Consultants and completed under the supervision of the Montana Department of Environmental Quality. Follow-up review by the EPA regulators determined that while we had notified the required state agencies, notification was not made to the National Response Center as mandated for events in which there is a potential chemical release - essentially, a failure to make a phone call in the middle of the night. This situation resulted from an inadvertent, unintentional human error related to a technical reporting requirement.

In October 2012, we entered into a plea agreement with the EPA and the U.S. Department of Justice related to the November 2009 fire at Malta, Montana. The plea was entered in the U.S. District Court for the District of Montana. Under the terms of the plea agreement, we agreed to enter a guilty plea to one count of failure to report a release of a reportable quantity of a hazardous substance, a violation of the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). In addition, we agreed to pay a $500,000 fine and, as part of the plea agreement, agreed to contribute an additional $50,000 to the Malta Fire Department for equipment that would assist the fire department in fighting future fires in its community.

ITEM 1A.     Risk Factors

There were no material changes to our risk factors during the period covered by this report. See the discussion of risk factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2012.

ITEM 6.     Exhibits
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, 2012 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.


29


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 10, 2013.

CHS Inc.
(Registrant)

January 10, 2013
 
/s/  David A. Kastelic
 
 
David A. Kastelic
 
 
Executive Vice President and Chief
 
 
Financial Officer


30
EX-31.1 2 ex-3111.htm EX-31.1 EX - 31.1 (1)
Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Carl M. Casale, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended November 30, 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.

Date: January 10, 2013
 
/s/ Carl M. Casale
 
Carl M. Casale
 
President and Chief Executive Officer

EX-31.2 3 ex-3121.htm EX-31.2 EX - 31.2 (1)
Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, David A. Kastelic, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended November 30, 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.

Date: January 10, 2013
 
/s/ David A. Kastelic
 
David A. Kastelic
 
Executive Vice President and Chief Financial Officer

EX-32.1 4 ex-3211.htm EX 32.1 EX - 32.1 (1)
Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of CHS Inc. (the “Company”) for the quarterly period ended November 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl M. Casale, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ Carl M. Casale
 
Carl M. Casale
 
President and Chief Executive Officer
 
January 10, 2013







EX-32.2 5 ex-3221.htm EX 32.2 EX - 32.2 (1)
Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of CHS Inc. (the “Company”) for the quarterly period ended November 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Kastelic, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ David A. Kastelic
 
David A. Kastelic
 
Executive Vice President and Chief Financial Officer
 
January 10, 2013

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