CHS INC
For the period ended Aug 31, 2024. Filed Nov 6, 2024.
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FY2024 · Filed Nov 6, 2024
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Notes to Consolidated Financial Statements
Note 1 Organization, Basis of Presentation and Significant Accounting Policies
Organization
CHS Inc. (referred to herein as "CHS," "company," "we," "us" or "our") is the nation's leading integrated agricultural cooperative. As a cooperative, CHS is owned by farmers and ranchers and member cooperatives ("members") across the United States. We also have preferred shareholders who own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC ("The Nasdaq"). See Note 12, Equities, for more detailed information.
We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including member and other nonmember customers), both domestically and internationally. Those products and services include initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, as well as agricultural outputs that include grains and oilseeds, processed grains and oilseeds, renewable fuels and food products. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those entities is included as a component in our net income under the equity method of accounting.
Basis of Presentation
The consolidated financial statements include the accounts of CHS and all our subsidiaries and limited liability companies in which we have control. The effects of all significant intercompany transactions have been eliminated.
The notes to our consolidated financial statements refer to our Energy, Ag and Nitrogen Production reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments. The Nitrogen Production reportable segment consists of our investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses. See Note 14, Segment Reporting, for more information.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. We evaluate our estimates and assumptions on an ongoing basis.
Significant Accounting Policies
Significant accounting policies are summarized below or within the related notes to our consolidated financial statements.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents include short-term, highly liquid investments with original maturities of three months or less at the date of acquisition. The carrying value of cash and cash equivalents approximates the fair value due to the short-term nature of the instruments.
Restricted cash is included in our Consolidated Balance Sheets within other current assets and primarily relates to customer deposits for futures and option contracts associated with regulated commodities held in separate accounts as required under federal and other regulations. Pursuant to the requirements of the Commodity Exchange Act, such funds must be carried in separate accounts that are designated as segregated customer accounts, as applicable. Restricted cash also includes funds held in escrow pursuant to applicable regulations limiting their use.
The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported within our Consolidated Balance Sheets that aggregates to the amount presented in our Consolidated Statements of Cash Flows.
| August 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (Dollars in thousands) | |||
| Cash and cash equivalents | $794,865 | $1,765,286 | $793,957 |
| Restricted cash included in other current assets | 78,997 | 79,301 | 109,517 |
| Total cash and cash equivalents and restricted cash | $873,862 | $1,844,587 | $903,474 |
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. This ASU is effective on a retrospective basis for our annual reporting beginning in fiscal 2025 and for interim period reporting beginning in fiscal 2026. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides additional transparency for income tax disclosures. This ASU is effective for our annual reporting for fiscal 2026 on a prospective basis. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires additional disclosure about certain costs and expenses in the notes to financial statements. This ASU is effective for our annual reporting for fiscal 2028 on either a prospective or retrospective basis and for interim reporting periods beginning in fiscal 2029. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
Note 2 Revenues
We provide a wide variety of products and services, from agricultural inputs such as fuels, farm supplies and agronomy products, to agricultural outputs that include grain and oilseed, processed grains and oilseeds and food products, and renewable fuels production and marketing. We primarily conduct our operations and derive revenues within our Energy and Ag segments. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; through wholesale agronomy sales of crop nutrient and crop protection products; from sales of soybean meal, refined soy oil and soyflour products; through production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, and feed and farm supplies. Corporate and Other primarily consists of our financing and hedging businesses.
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the goods has transferred to the customer in accordance with the underlying contract. For the majority of our contracts with customers, control transfers to customers at a point in time when goods and/or services have been delivered, as that is generally when legal title, physical possession and risks and rewards of ownership of the goods and/or services transfer to the customer. In limited arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits of the service as we complete our performance obligation(s). Revenue is recognized as the transaction price we expect to be entitled to in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. For physically settled derivative sales contracts that are outside the scope of the revenue guidance, we recognize revenue when control of the inventory is transferred. Revenues arising from our financing business are recognized in accordance with Accounting Standards Codification ("ASC") Topic 470, Debt ("ASC Topic 470") and fall outside the scope of ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606").
Shipping and Handling Costs
Shipping and handling amounts billed to a customer as part of a sales transaction under ASC Topic 606 are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation.
Taxes Collected from Customers and Remitted to Governmental Authorities
Revenues are recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant governmental authority.
Contract Costs
Commissions related to contracts with a duration of less than one year are expensed as incurred. We recognize incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets we otherwise would have recognized is one year or less.
Disaggregation of Revenues
The following table presents revenues recognized under ASC Topic 606, disaggregated by reportable segment, as well as the amount of revenues recognized under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), and other applicable accounting guidance for the years ended August 31, 2024, 2023 and 2022. Other applicable accounting guidance primarily includes revenues recognized under ASC Topic 470 and ASC Topic 842, Leases("ASC Topic 842"), that fall outside the scope of ASC Topic 606.
| Reportable Segment* | ASC Topic 606 | ASC Topic 815 | Other Guidance | Total Revenues |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Energy | $7,882,666 | $883,829 | $— | $8,766,495 |
| Ag | 8,833,872 | 21,571,954 | 11,033 | 30,416,859 |
| Corporate and Other | 24,649 | — | 53,226 | 77,875 |
| Total revenues | $16,741,187 | $22,455,783 | $64,259 | $39,261,229 |
| Reportable Segment* | ASC Topic 606 | ASC Topic 815 | Other Guidance | Total Revenues |
| (Dollars in thousands) | ||||
| Energy | $8,996,149 | $1,100,764 | $— | $10,096,913 |
| Ag | 9,808,664 | 25,606,485 | 10,055 | 35,425,204 |
| Corporate and Other | 26,001 | — | 41,886 | 67,887 |
| Total revenues | $18,830,814 | $26,707,249 | $51,941 | $45,590,004 |
| Reportable Segment* | ASC Topic 606 | ASC Topic 815 | Other Guidance | Total Revenues |
| (Dollars in thousands) | ||||
| Energy | $9,302,400 | $992,374 | $— | $10,294,774 |
| Ag | 10,784,831 | 26,646,003 | 29,377 | 37,460,211 |
| Corporate and Other | 16,625 | — | 20,056 | 36,681 |
| Total revenues | $20,103,856 | $27,638,377 | $49,433 | $47,791,666 |
*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses but not revenues.
Less than 1% of revenues accounted for under ASC Topic 606 included within the table above are recorded over time and relate primarily to service contracts.
Contract Assets and Contract Liabilities
Contract assets relate to unbilled amounts arising from goods that have already been transferred to the customer where the right to payment is not conditional on the passage of time. This results in recognition of an asset, as the amount of revenue recognized at a certain point in time exceeds the amount billed to customers. Contract assets are recorded in receivables within our Consolidated Balance Sheets and were $34.7 million and $16.2 million as of August 31, 2024 and 2023, respectively.
Contract liabilities relate to advance payments received from customers for goods and services that we have yet to provide. Contract liabilities of $248.8 million and $240.0 million as of August 31, 2024 and 2023, respectively, are recorded within other current liabilities on our Consolidated Balance Sheets, and are recognized as revenues within the next respective fiscal year.
Note 3 Receivables
Receivables as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Trade accounts receivable | $2,232,203 | $2,010,162 |
| CHS Capital short-term notes receivable | 944,861 | 845,192 |
| Other | 452,662 | 327,084 |
| Gross receivables | 3,629,726 | 3,182,438 |
| Less allowances and reserves | 79,809 | 76,627 |
| Total receivables | $3,549,917 | $3,105,811 |
Trade Accounts Receivable
Trade accounts receivable are recorded at net realizable value, which includes an allowance for expected credit losses in accordance with ASC Topic 326, Financial Instruments - Credit Losses ("ASC Topic 326"). The allowance for expected credit losses is based on our best estimate of expected credit losses in existing receivable balances and is determined using historical write-off experience, adjusted for various industry and regional data and current expectations of future credit losses. Receivables from related parties are disclosed in Note 18, Related Party Transactions. No third-party customer accounted for more than 10% of the total receivables balance as of August 31, 2024 or 2023.
CHS Capital Notes Receivable
Notes Receivable
CHS Capital, LLC ("CHS Capital"), our wholly-owned subsidiary, has short-term notes receivable from commercial and producer borrowers. The short-term notes receivable have maturity terms of 12 months or less and are reported at their outstanding unpaid principal balances, less an allowance for expected credit losses, as CHS Capital has the intent and ability to hold the applicable loans for the foreseeable future or until maturity or payoff. The carrying value of CHS Capital short-term notes receivable approximates fair value given the notes' short-term duration and use of market pricing adjusted for risk.
Notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperatives' capital stock. These loans are primarily originated in the states of Minnesota and North Dakota. CHS Capital also has loans receivable from producer borrowers that are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are primarily originated in the same states as the commercial notes, as well as South Dakota.
In addition to the short-term balances included in the table above, CHS Capital had long-term notes receivable, with durations of generally not more than 10 years, totaling $74.6 million and $61.1 million as of August 31, 2024 and 2023, respectively. The long-term notes receivable are included in other assets on our Consolidated Balance Sheets. As of August 31, 2024 and 2023, commercial notes represented 18% and 15%, respectively, and producer notes represented 82% and 85%, respectively, of total CHS Capital notes receivable.
CHS Capital has commitments to extend credit to customers if there are no violations of any contractually established conditions. As of August 31, 2024, CHS Capital customers had additional available credit of $1.2 billion.
Allowance for Loan Losses
CHS Capital maintains an allowance for loan losses that is an estimate of current expected losses inherent in the loans receivable portfolio. In accordance with ASC Topic 326, the allowance for loan losses is based on our current expectation for future losses, which takes into consideration historical loss experience, third-party industry forecasts, as well as other quantitative and qualitative factors addressing operational risks and industry trends. Additions to the allowance for loan losses are reflected within marketing, general and administrative expenses in the Consolidated Statements of Operations. The portion of loans receivable deemed uncollectible is charged off against the allowance for loan losses. Recoveries of previously charged off amounts increase the allowance for loan losses. No significant amounts of CHS Capital notes were past due as of August 31, 2024 or 2023, and the allowance for loan losses related to CHS Capital notes werenot material as of either date.
Interest Income
Interest income is recognized on the accrual basis using a method that computes simple interest on a daily basis. Accrual of interest on commercial loans receivable is discontinued at the time the receivable is 90 days past due unless the loan is well-collateralized and in process of collection. Past due status is based on contractual terms of the loan. Producer loans receivable are placed in nonaccrual status based on estimates and analysis due to the annual debt service terms inherent to CHS Capital producer loans. In all cases, loans are placed in nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.
Troubled Debt Restructurings
Restructuring of a loan constitutes a troubled debt restructuring, or restructured loan, if the creditor, for economic reasons related to the debtor's financial difficulties, grants a concession to the debtor that it would otherwise not consider. Concessions vary by program and borrower. Concessions may include interest rate reductions, term extensions, payment deferrals or the acceptance of additional collateral in lieu of payments. In limited circumstances, principal may be forgiven. When a restructured loan constitutes a troubled debt restructuring, CHS includes these loans within its impaired loans. CHS Capital had no significant troubled debt restructurings during the years ended August 31, 2024, 2023 and 2022, and no third-party borrowers that accounted for more than 10% of the total CHS Capital notes receivable or total receivables as of August 31, 2024 or 2023.
Loan Participations
For the years ended August 31, 2024 and 2023, CHS Capital sold $47.9 million and $60.8 million of notes receivable, respectively, to various counterparties under a master participation agreement. The sales resulted in the removal of notes receivable from the Consolidated Balance Sheets. CHS Capital has no retained interests in the transferred notes receivable, other than collection and administrative services. Proceeds from sales of notes receivable have been included in investing activities in the Consolidated Statements of Cash Flows. Fees received related to the servicing of notes receivable are recorded in other income in the Consolidated Statements of Operations. We consider the fees received adequate compensation for services rendered and, accordingly, have recorded no servicing asset or liability.
Other Receivables
Other receivables are comprised of certain other amounts recorded in the normal course of business, including receivables related to vendor rebates, value-added taxes, certain financing receivables and pre-crop financing, primarily to Brazilian farmers, to finance a portion of supplier production costs. We receive volume-based rebates from certain vendors during the year. These vendor rebates are accounted for in accordance with ASC 705, Cost of Sales and Services, based on the terms of the volume rebate program. For rebates that meet the definition of a binding arrangement and are both probable and estimable, we estimate the amount of the rebate we will receive and accrue it as a reduction of the cost of inventory and cost of goods sold over the period in which the rebate is earned. For pre-crop financing arrangements, we do not bear costs or operational risks associated with the related growing crops, although our ability to be paid depends on the crops being produced. The financing is collateralized by future crops, land and physical assets of the farmers, carries a local market interest rate and settles when the farmer's crop is harvested and sold. No significant troubled debt restructurings occurred during the years ended August 31, 2024, 2023 and 2022, and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of August 31, 2024 or 2023.
Note 4 Inventories
Inventories as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Grain and oilseed | $888,768 | $1,099,956 |
| Energy | 720,636 | 645,333 |
| Agronomy | 1,126,916 | 1,111,477 |
| Processed grain and oilseed | 124,686 | 141,360 |
| Other | 206,409 | 217,053 |
| Total inventories | $3,067,415 | $3,215,179 |
Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories are accounted for in accordance with ASC Topic 330, Inventory, and are stated at net realizable value. These inventories are agricultural commodity inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. The net realizable value of agricultural commodity inventories is determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either listed or over-the-counter ("OTC") markets. Changes in the net realizable value of agricultural commodity inventories are recognized in earnings as a component of cost of goods sold.
All other inventories are stated at the lower of cost or net realizable value. Costs for inventories produced or modified by us through a manufacturing process include fixed and variable production and raw material costs, and inbound freight costs for raw materials. Costs for inventories purchased for resale include the cost of products and freight incurred to place the products at our points of sale. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the last-in, first-out ("LIFO") method; all other inventories of nongrain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods.
As of August 31, 2024 and 2023, we valued approximately 18% and 16%, respectively, of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or net realizable value. If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $456.3 million and $589.0 million as of August 31, 2024 and 2023, respectively. There were no liquidations of LIFO inventories during fiscal 2024 or fiscal 2023.
Note 5 Other Current Assets
Other current assets as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Short-term investments | $500,921 | $— |
| Derivative assets (Note 15) | 177,111 | 320,119 |
| Margin and related deposits | 176,821 | 342,872 |
| Prepaid expenses | 202,392 | 149,682 |
| Supplier advance payments | 133,678 | 136,304 |
| Restricted cash (Note 1) | 78,997 | 79,301 |
| Other | 26,666 | 14,095 |
| Total other current assets | $1,296,586 | $1,042,373 |
Short-Term Investments
Our short-term investments balance is comprised of time deposits with a maturity of greater than 90 days and less than 12 months at the date of acquisition.
Margin and Related Deposits
Many of our derivative contracts with futures and options brokers require us to make margin deposits of cash or other assets. Subsequent margin deposits may also be necessary when changes in commodity prices result in a loss on the contract value to comply with applicable regulations. Our margin and related deposit assets are generally held in separate accounts to support the associated derivative contracts and may be used to fund or partially fund the settlement of those contracts as they expire. Similar to our derivative financial instruments, margin and related deposits are reported on a gross basis.
Prepaid Expenses and Supplier Advance Payments
Prepaid expenses and supplier advance payments are typically for periods less than 12 months and include amounts paid in advance for products and services. Supplier advance payments are primarily for grain purchases from suppliers and amounts paid to crop nutrient and crop protection product suppliers to lock in future supply, pricing and discounts.
Note 6 Investments
Investments as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Equity method investments | ||
| CF Industries Nitrogen, LLC | $2,544,530 | $2,577,391 |
| Ventura Foods, LLC | 511,231 | 519,169 |
| Ardent Mills, LLC | 234,021 | 265,146 |
| Other equity method investments | 353,413 | 337,281 |
| Other investments | 137,772 | 129,885 |
| Total investments | $3,780,967 | $3,828,872 |
Joint ventures and other investments in which we have significant ownership and influence but not control, are accounted for in our consolidated financial statements using the equity method of accounting. Our significant equity method investments consist of CF Nitrogen and Ventura Foods, LLC ("Ventura Foods"), which are summarized below. In addition to the recognition of our share of income from our equity method investments, our equity method investments are evaluated for indicators of other-than-temporary impairment on an ongoing basis in accordance with U.S. GAAP. We had approximately $612.2 million of cumulative undistributed earnings from our equity method investees included in the investments balance as of August 31, 2024.
All equity securities that do not result in consolidation and are not accounted for under the equity method are measured at fair value with changes therein reflected in net income. We have elected to use the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in orderly transactions. Our share in the income or loss of our equity method investments is recorded within equity income from investments in the Consolidated Statements of Operations. Other investments consist primarily of investments in cooperatives without readily determinable fair values and are generally recorded at cost, unless an impairment or other observable market price change occurs requiring an adjustment. Investments in other cooperatives are recorded in a manner similar to equity investments without readily determinable fair values, plus patronage dividends received in the form of capital stock and other equities. Patronage dividends are recorded as a reduction to cost of goods sold at the time qualified written notices of allocation are received. Investments in debt and equity instruments are carried at amounts that approximate fair values.
CF Nitrogen
We have a $2.5 billion investment in CF Nitrogen, a strategic venture with CF Industries Holdings, Inc. The investment consists of an approximate 8.4% membership interest (based on product tons) in CF Nitrogen. At the time we entered into the strategic venture, we also entered into a supply agreement that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate ("UAN") annually from CF Nitrogen for ratable delivery through fiscal 2096. Our purchases under the supply agreement are based on prevailing market prices and we receive semiannual cash distributions (in January and July of each year) from CF Nitrogen via our membership interest. These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to zero over 80 years on a straight-line basis. We account for this investment using the hypothetical liquidation at book value method, recognizing our share of the earnings and losses of CF Nitrogen as equity income from investments in our Nitrogen Production segment based on our contractual claims on the entity's net assets pursuant to the liquidation provisions of the CF Nitrogen Limited Liability Company Agreement, adjusted for the semiannual cash distributions. Cash distributions received from CF Nitrogen for the years ended August 31, 2024, 2023 and 2022, were $308.4 million, $458.9 million and $618.7 million, respectively.
The following tables provide aggregate summarized financial information for CF Nitrogen for balance sheets as of August 31, 2024 and 2023, and statements of operations for the 12 months ended August 31, 2024, 2023 and 2022:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Current assets | $604,466 | $899,246 |
| Noncurrent assets | 4,929,772 | 5,355,732 |
| Current liabilities | 244,867 | 281,153 |
| Noncurrent liabilities | 1,935 | 1,128 |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Net sales | $3,588,649 | $5,070,489 | $6,609,758 |
| Gross profit | 1,232,346 | 2,194,363 | 3,318,189 |
| Net earnings | 1,186,890 | 2,173,715 | 3,249,005 |
| Earnings attributable to CHS Inc. | 275,531 | 394,678 | 593,182 |
Ventura Foods
We have a 50% interest in Ventura Foods, a joint venture with Mitsui & Co., that produces and distributes edible oil-based products. We account for Ventura Foods as an equity method investment and our share of the results of Ventura Foods is included in Corporate and Other.
The following tables provide aggregate summarized financial information for our equity method investment in Ventura Foods for balance sheets as of August 31, 2024 and 2023, and statements of operations for the 12 months ended August 31, 2024, 2023 and 2022:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Current assets | $792,468 | $1,041,799 |
| Noncurrent assets | 886,673 | 609,021 |
| Current liabilities | 426,281 | 335,000 |
| Noncurrent liabilities | 256,126 | 303,209 |
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Net sales | $3,172,061 | $3,552,194 | $3,386,998 |
| Gross profit | 468,028 | 547,107 | 333,368 |
| Net earnings | 216,042 | 406,271 | 117,666 |
| Earnings attributable to CHS Inc. | 108,021 | 203,136 | 58,833 |
Our investments in other equity method investees are not significant in relation to our consolidated financial statements, either individually or in the aggregate.
Note 7 Property, Plant and Equipment
Major classes of property, plant and equipment, including finance lease assets, are summarized in the table below as of August 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Land and land improvements | $404,465 | $350,703 |
| Buildings | 1,394,911 | 1,242,913 |
| Machinery and equipment | 8,223,650 | 7,979,164 |
| Office equipment and other | 548,368 | 498,430 |
| Construction in progress | 859,039 | 630,542 |
| Gross property, plant and equipment | 11,430,433 | 10,701,752 |
| Less accumulated depreciation and amortization | 6,253,078 | 5,832,379 |
| Total property, plant and equipment | $5,177,355 | $4,869,373 |
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on the straight-line method by charges to operations at rates based on the expected useful lives of individual or groups of assets (generally 15 to 20 years for land improvements, 20 to 40 years for buildings, five to 20 years for machinery and equipment, and three to 10 years for office equipment and other). Expenditures for maintenance and minor repairs and renewals are expensed. We also capitalize and amortize eligible costs to acquire or develop internal-use software that are incurred during the application development stage. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the related accounts and resulting gains or losses are reflected in operations.
Depreciation expense, including amortization of finance lease assets, for the years ended August 31, 2024, 2023 and 2022, was $474.8 million, $457.9 million and $458.2 million, respectively.
Property, plant and equipment and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable in accordance with U.S. GAAP. This evaluation of recoverability is based on various indicators, including the nature, future economic benefits and geographic locations of the assets, historical or future profitability measures and other external market conditions. If these indicators suggest the carrying amounts of an asset or asset group may not be recoverable, potential impairment is evaluated using undiscounted, estimated future cash flows. Should the sum of the expected future net cash flows be less than the carrying value, an impairment loss would be recognized. An impairment loss would be measured as the amount by which the carrying value of the asset or asset group exceeds its fair value. No significant impairments were identified during fiscal 2024, fiscal 2023 or fiscal 2022.
We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired. In most cases, these assets can be used for extended and indeterminate periods of time if they are properly maintained and/or upgraded. It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances. As a result, we believe our refineries and related assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.
We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to the lessor's discretion for which we have recorded asset retirement obligations. Based on our estimates of timing, cost and probability of removal, these obligations are not material.
Note 8 Other Assets
Other assets as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Goodwill | $179,976 | $179,976 |
| Customer lists, trademarks and other intangible assets | 42,105 | 46,980 |
| Notes receivable (Note 3) | 94,325 | 76,919 |
| Long-term derivative assets (Note 15) | 2,853 | 1,119 |
| Prepaid pension and other benefits (Note 13) | 75,935 | 78,819 |
| Capitalized major maintenance | 223,119 | 289,377 |
| Cash value life insurance | 152,772 | 134,126 |
| Operating lease right of use assets (Note 19) | 218,844 | 254,844 |
| Other | 58,041 | 68,364 |
| Total other assets | $1,047,970 | $1,130,524 |
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is assessed for impairment on an annual basis as of July 31, either by first assessing qualitative factors to determine whether a quantitative goodwill impairment test is necessary or by proceeding directly to the quantitative test. The quantitative test may be required more frequently if triggering events or other circumstances occur that could indicate impairment. Goodwill is assessed for impairment at the reporting unit level, which has been determined to be our operating segments or one level below our operating segments in certain instances.
There were no changes in the net carrying amount of goodwill during fiscal 2024 or fiscal 2023.
No goodwill has been allocated to our Nitrogen Production segment, which consists of a single investment accounted for under the equity method of accounting, and allocated expenses.
No goodwill impairments were identified as a result of our annual goodwill analyses performed as of July 31, 2024, 2023 or 2022. Management will continue to monitor the results and projected cash flows for each of our businesses to assess whether any reserves or impairments may be necessary in the future.
Intangible assets subject to amortization primarily include customer lists, trademarks and noncompete agreements, and are amortized over their respective useful lives (ranging fromtwo to 30 years). We have no material intangible assets with indefinite useful lives. All long-lived assets, including other identifiable intangible assets, are also assessed for impairment in accordance with U.S. GAAP and evaluated for impairment whenever triggering events or other circumstances indicate the carrying amount of an asset group or reporting unit may not be recoverable. Information regarding intangible assets is as follows:
| August 31, 2024 | August 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Carrying Amount | Accumulated Amortization | Net | Carrying Amount | Accumulated Amortization | Net | |
| (Dollars in thousands) | ||||||
| Customer lists | $86,389 | $(46,480) | $39,909 | $85,341 | $(41,374) | $43,967 |
| Trademarks and other intangible assets | 11,051 | (8,855) | 2,196 | 11,332 | (8,319) | 3,013 |
| Total intangible assets | $97,440 | $(55,335) | $42,105 | $96,673 | $(49,693) | $46,980 |
Intangible asset amortization expense for the years ended August 31, 2024, 2023 and 2022, was $6.9 million, $6.7 million and $6.8 million, respectively. The estimated annual amortization expense related to intangible assets subject to amortization for future years is as follows:
| (Dollars in thousands) | |
|---|---|
| 2025 | $6,694 |
| 2026 | 6,513 |
| 2027 | 6,458 |
| 2028 | 6,341 |
| 2029 | 4,706 |
| Thereafter | 11,393 |
| Total | $42,105 |
Capitalized Major Maintenance
Activity related to capitalized major maintenance costs at our refineries for the years ended August 31, 2024, 2023 and 2022, is summarized below:
| Balance atBeginningof Year · CostDeferred · Amortization · Balance atEnd of Year | ||||
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| 2024 | $289,377 | $21,909 | $(88,167) | $223,119 |
| 2023 | 147,521 | 216,762 | (74,906) | 289,377 |
| 2022 | 196,641 | 25,401 | (74,521) | 147,521 |
Within our Energy segment, major maintenance activities are regularly performed at our Laurel, Montana, and McPherson, Kansas, refineries. Major maintenance activities are the planned and required shutdowns of refinery processing units, which include replacement or overhaul of equipment that has experienced decreased efficiency in resource conversion. Because major maintenance activities are performed to extend the life, increase the capacity and/or improve the safety or efficiency of refinery processing assets, we follow the deferral method of accounting for major maintenance activities. Expenditures for major maintenance activities are capitalized (deferred) when incurred and amortized on a straight-line basis over a period of two to five years, which is the estimated time lapse between major maintenance activities. Should the estimated time between major maintenance activities change, we may be required to amortize the remaining cost of the major maintenance activities over a shorter period, which would result in higher depreciation and amortization costs. Amortization expense related to the capitalized major maintenance costs is included in cost of goods sold in our Consolidated Statements of Operations.
Selection of the deferral method, as opposed to expensing major maintenance activity costs when incurred, results in deferring recognition of major maintenance activity expenditures. The deferral method also results in classification of 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. Repair, maintenance and related labor costs are expensed as incurred and are included in operating cash flows.
Note 9 Notes Payable and Long-Term Debt
Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with our debt covenants as of August 31, 2024.
Notes Payable
Notes payable as of August 31, 2024 and 2023, consisted of the following:
| Weighted-Average Interest Rate | |||||
|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | |||||
| (Dollars in thousands) | |||||
| Notes payable | 3.64% | 5.37% | $163,136 | $375,932 | |
| CHS Capital notes payable | 4.34% | 4.24% | 143,695 | 171,991 | |
| Total notes payable | $306,831 | $547,923 | |||
Our primary line of credit is afive-year unsecured revolving credit facility with a syndicate of domestic and international banks. The credit facility provides a committed amount of $2.8 billion that expires on April 21, 2028. There wereno borrowings outstanding on this facility as of August 31, 2024. We also maintain certain uncommitted bilateral facilities to support our working capital needs.
In addition to our facilities referenced above, our international subsidiaries have lines of credit with $162.7 million outstanding as of August 31, 2024.
CHS Capital Notes Payable
We have a receivables and loans securitization facility ("Securitization Facility") with certain unaffiliated financial institutions ("Purchasers"). Under the Securitization Facility, we and certain of our subsidiaries ("Originators") sell trade accounts and notes receivable ("Receivables") to Cofina Funding, LLC ("Cofina"), a wholly-owned, bankruptcy-remote, indirect subsidiary of CHS. Cofina in turn transfers the Receivables to the Purchasers, and this arrangement is accounted for as secured financing. We use the proceeds from the sale of Receivables under the Securitization Facility for general corporate purposes, and settlements are made on a monthly basis. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible Receivables generated during the normal course of business. The Securitization Facility consists of a committed portion with a maximum availability of $850.0 million and an uncommitted portion with a maximum availability of $250.0 million. As of August 31, 2024, total availability under the Securitization Facility was $778.4 million, of whichno amount was utilized.
We also have a repurchase facility ("Repurchase Facility"). Under the Repurchase Facility, we can obtain repurchase agreement financing up to $200.0 million for certain eligible receivables and notes receivables of the Originators. No balance was outstanding under the Repurchase Facility as of August 31, 2024.
On August 28, 2024, we amended both the Securitization and Repurchase Facilities to extend the terms of the facilities to August 27, 2025.
CHS Capital sells loan commitments it has originated to Compeer Financial, PCA, d/b/a ProPartners Financial on a recourse basis. The total commitments under the program were $100.0 million; however, no amounts were borrowed under these commitments as of August 31, 2024.
CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and are due upon demand. Borrowings under these notes totaled $143.7 million as of August 31, 2024.
Long-Term Debt
During the year ended August 31, 2024, we repaid approximately $366.1 million of long-term debt consisting of scheduled debt maturities and optional prepayments. On April 18, 2024, we entered into a Note Purchase Agreement to borrow $700.0 million of long-term debt in the form of notes; the funding of these notes took place on July 16, 2024. Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 2024 and 2023, are presented in the table below:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| 3.85% unsecured notes $80 million face amount, due in fiscal 2025 | $80,000 | $80,000 |
| 3.80% unsecured notes $100 million face amount, due in fiscal 2025 | 100,000 | 100,000 |
| 4.58% unsecured notes $150 million face amount, due in fiscal 2025 | 150,000 | 150,000 |
| 4.82% unsecured notes $80 million face amount, due in fiscal 2026 | 80,000 | 80,000 |
| 4.69% unsecured notes $58 million face amount, due in fiscal 2027 | 58,000 | 58,000 |
| 3.24% unsecured notes $95 million face amount, due in fiscal 2028 | 95,000 | 95,000 |
| 4.74% unsecured notes $95 million face amount, due in fiscal 2028 | 95,000 | 95,000 |
| 5.68% unsecured notes $150 million face amount, due in fiscal 2030 | 150,000 | 150,000 |
| 3.48% unsecured notes $100 million face amount, due in fiscal 2031 | 100,000 | 100,000 |
| 4.89% unsecured notes $100 million face amount, due in fiscal 2031 | 100,000 | 100,000 |
| 5.84% unsecured notes $150 million face amount, due in fiscal 2032 | 150,000 | — |
| 3.58% unsecured notes $65 million face amount, due in fiscal 2033 | 65,000 | 65,000 |
| 4.71% unsecured notes $100 million face amount, due in fiscal 2033 | 100,000 | 100,000 |
| 5.93% unsecured notes $150 million face amount, due in fiscal 2034 | 150,000 | — |
| 3.73% unsecured notes $115 million face amount, due in fiscal 2036 | 115,000 | 115,000 |
| 5.40% unsecured notes $125 million face amount, due in fiscal 2036 | 125,000 | 125,000 |
| 6.05% unsecured notes $150 million face amount, due in fiscal 2037 | 150,000 | — |
| 6.13% unsecured notes $250 million face amount, due in fiscal 2039 | 250,000 | — |
| Private placement debt | 2,113,000 | 1,413,000 |
| 6.85% unsecured term loan from cooperative and other banks, due in fiscal 2026 (a) | 1,000 | 366,000 |
| Term loan | 1,000 | 366,000 |
| Finance lease liabilities | 49,511 | 49,235 |
| Deferred financing costs | (4,562) | (3,127) |
| Other, including notes and contracts with interest rates from 3.9% to 9.0% | 2,511 | 2,550 |
| Total long-term debt | 2,161,460 | 1,827,658 |
| Less current portion | 337,266 | 7,839 |
| Long-term portion | $1,824,194 | $1,819,819 |
| (a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin. | ||
As of August 31, 2024, the fair value of our long-term debt is estimated to be $2.1 billion based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement).
On October 29, 2024, we amended our 10-year term loan facility (the “Facility”). The amendment reduced the size of the Facility to $300.0 million, and converted it into a revolving loan, which can be paid down and readvanced in an amount up to the referenced $300.0 million until October 29, 2025. On October 29, 2025, the total funded loan balance outstanding reverts to a nonrevolving term loan that is payable on October 29, 2029. The Facility does have an option to extend the revolving period for an additional year at our choosing. Any extension would not change the final payable date of October 29, 2029. There was $1.0 million outstanding under this facility as of August 31, 2024.
Long-term debt outstanding as of August 31, 2024, has aggregate maturities, excluding fair value adjustments and finance leases (see Note 19, Leases, for a schedule of minimum future lease payments under finance leases), as follows:
| (Dollars in thousands) | |
|---|---|
| 2025 | $330,620 |
| 2026 | 81,620 |
| 2027 | 58,621 |
| 2028 | 190,600 |
| 2029 | 150 |
| Thereafter | 1,455,000 |
| Total | $2,116,611 |
Interest expense for the years ended August 31, 2024, 2023 and 2022, was $104.1 million, $137.4 million and $114.2 million, respectively, net of capitalized interest of $25.7 million, $14.0 million and $6.1 million, respectively.
Note 10 Other Current Liabilities
Other current liabilities as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Customer margin deposits and credit balances | $95,369 | $197,315 |
| Customer advance payments | 337,045 | 356,760 |
| Derivative liabilities (Note 15) | 243,068 | 355,696 |
| Dividends and equity payable (Note 12) | 600,000 | 730,000 |
| Total other current liabilities | $1,275,482 | $1,639,771 |
Note 11 Income Taxes
CHS is a nonexempt agricultural cooperative and files a consolidated federal income tax return within our tax return period. We are subject to tax on income from nonpatronage sources, nonqualified patronage distributions and undistributed patronage-sourced income. Income tax expense (benefit) is primarily the current tax payable for the period and the change during the period in certain deferred tax assets and liabilities. Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized under U.S. GAAP and such amounts recognized for federal and state income tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
The provision for (benefit from) income taxes for the years ended August 31, 2024, 2023 and 2022 is as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Current: | |||
| Federal | $21,608 | $66,672 | $56,582 |
| State | 23,750 | 36,925 | 24,224 |
| Foreign | 30,338 | 3,735 | 9,833 |
| Total current | 75,696 | 107,332 | 90,639 |
| Deferred: | |||
| Federal | (63,605) | 7,799 | 41,710 |
| State | (15,686) | (7,661) | 491 |
| Foreign | (1,277) | 185 | (724) |
| Total deferred | (80,568) | 323 | 41,477 |
| Total | $(4,872) | $107,655 | $132,116 |
Domestic income before income taxes was $1.0 billion, $2.0 billion and $1.8 billion for the years ended August 31, 2024, 2023 and 2022, respectively. Foreign income (loss) before income taxes was $66.9 million, $55.4 million and ($4.9) million for the years ended August 31, 2024, 2023 and 2022, respectively.
Deferred tax assets and liabilities as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Deferred tax assets: | ||
| Accrued expenses | $56,062 | $51,960 |
| Postretirement health care and deferred compensation | 58,866 | 51,635 |
| Tax credit carryforwards | 91,114 | 97,730 |
| Loss carryforwards | 88,887 | 111,963 |
| Nonqualified equity | 533,784 | 467,519 |
| Lease obligations | 52,980 | 62,225 |
| Capitalized research and development | 69,556 | 17,941 |
| Other | 19,592 | 25,223 |
| Deferred tax assets valuation allowance | (166,590) | (182,466) |
| Total deferred tax assets | 804,251 | 703,730 |
| Deferred tax liabilities: | ||
| Pension costs | 7,003 | 10,596 |
| Investments | 130,171 | 129,683 |
| Property, plant and equipment | 618,419 | 625,403 |
| Lease right of use assets | 51,872 | 60,501 |
| Total deferred tax liabilities | 807,465 | 826,183 |
| Net deferred tax liabilities | $3,214 | $122,453 |
We had total gross loss carryforwards of $275.5 million, as of August 31, 2024, of which $62.8 million will expire over periods ranging from fiscal 2025 to fiscal 2035. The remainder will carry forward indefinitely. Based on estimates of future taxable profits and losses in certain foreign tax jurisdictions, as well as consideration of other factors, we assessed whether a valuation allowance was necessary to reduce specific foreign loss carryforwards to amounts we believe are more likely than not to be realized as of August 31, 2024. If our estimates prove inaccurate, adjustments to the valuation allowances may be required in the future with gains or losses being charged to income in the period such determination is made. Our McPherson refinery's gross state tax credit carryforwards for income tax were approximately $115.3 million and $116.6 million as of August 31, 2024 and 2023, respectively. The refinery's valuation allowance on Kansas state credits is necessary due to the limited amount of taxable income generated in Kansas by the combined group on an annual basis. Our state tax credits of $115.3 million will begin to expire during fiscal 2025.
The reconciliation of the statutory federal income tax rates to the effective tax rates for the years ended August 31, 2024, 2023 and 2022 is as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Statutory federal income tax rate | 21.0% | 21.0% | 21.0% |
| State and local income taxes, net of federal income tax benefit | 0.5 | 1.1 | 1.1 |
| Patronage earnings | (12.6) | (13.0) | (13.6) |
| Domestic production activities deduction | (6.8) | (3.2) | (3.2) |
| Export activities at rates other than the U.S. statutory rate | 1.4 | (0.2) | 0.4 |
| Intercompany transfer of business assets | — | — | (0.1) |
| Increase in unrecognized tax benefits | 2.7 | — | — |
| Valuation allowance | (0.1) | — | 0.2 |
| Tax credits | (6.2) | — | — |
| Other | (0.3) | (0.3) | 1.5 |
| Effective tax rate | (0.4)% | 5.4% | 7.3% |
Primary drivers of fiscal 2024 income tax benefit were decreased nonpatronage earnings compared to fiscal 2023, recognition of research and development tax credits and the current Domestic Production Activities Deduction ("DPAD") benefit. Primary drivers of the fiscal 2023 and 2022 income tax expense were increased nonpatronage earnings and other nondeductible items, which were partially offset by the current DPAD benefit.
We file income tax returns in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. Our uncertain tax positions are affected by the tax years that are under audit or remain subject to examination by the relevant taxing authorities. Fiscal years 2017 and 2019 remain subject to examination for certain issues.
Reserves are recorded against unrecognized tax benefits when we believe certain fully supportable tax return positions are likely to be challenged and we may or may not prevail. If we determine that a tax position is more likely than not to be sustained upon audit, based on the technical merits of the position, we recognize the benefit by measuring the amount that is greater than 50% likely of being realized. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) completion of a tax audit, (ii) effective settlement of an issue, (iii) a change in applicable tax law including a tax case or legislative guidance, or (iv) expiration of the applicable statute of limitations. Significant judgment is required in accounting for tax reserves. A reconciliation of the gross beginning and ending amounts of unrecognized tax benefits for the periods is presented as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Balance at beginning of period | $125,853 | $124,959 | $122,149 |
| Additions attributable to current year tax positions | 2,027 | — | — |
| Additions attributable to prior year tax positions | 32,569 | 894 | 2,810 |
| Reductions attributable to prior year tax positions | (85,513) | — | — |
| Reductions attributable to statute expiration | (9,821) | — | — |
| Balance at end of period | $65,115 | $125,853 | $124,959 |
If we were to prevail on all positions taken in relation to uncertain tax positions, $65.1 million of the unrecognized tax benefits would ultimately benefit our effective tax rate. It is reasonably possible that the total amount of unrecognized tax benefits could significantly change in the next 12 months.
We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes. We recognized benefits of $2.1 million, $0.8 million and $0.7 million for interest and penalties related to unrecognized tax benefits in our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022, respectively, and a related $6.2 million and $3.7 million interest payable on our Consolidated Balance Sheets as of August 31, 2024 and 2023, respectively.
Note 12 Equities
Patronage and Equity Redemptions
In accordance with our 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 and are based on amounts using financial statement earnings. The cash portion of the qualified patronage distribution, if any, is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or nonqualified capital equity certificates. Total patronage distributions for fiscal 2024 are estimated to be $659.7 million, with the qualified cash portion estimated to be $300.0 million, estimated qualified equity distributions of $77.3 million and estimated nonqualified equity distributions of $282.4 million.
The following table presents estimated patronage distributions for the year ending August 31, 2024, and actual patronage distributions for the years ended August 31, 2023, 2022 and 2021:
| 2025 | 2024 | 2023 | 2022 | |
|---|---|---|---|---|
| (Dollars in millions) | ||||
| Patronage distributed in cash | $300.0 | $366.0 | $503.1 | $51.0 |
| Patronage distributed in equity | 359.7 | 877.3 | 670.9 | 235.6 |
| Total patronage distributed | $659.7 | $1,243.3 | $1,174.0 | $286.6 |
Annual net earnings from patronage or other sources may be added to the unallocated capital reserve or, upon action by the Board of Directors, may be allocated to members in the form of nonpatronage equity certificates. The Board of Directors authorized, in accordance with our bylaws, that 10% of the earnings from patronage business for fiscal 2024, 2023 and 2022 be added to our capital reserves.
Redemptions of outstanding equity are at the discretion of the Board of Directors. Redemptions of capital equity certificates approved by the Board of Directors are divided intotwo pools, one for nonindividuals (primarily member cooperatives) who may participate in an annual redemption program for qualified equities held by them and another for individual members 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, 2024, which will be distributed in fiscal 2025, to be approximately $300.0 million. This amount is classified as a current liability on our August 31, 2024, Consolidated Balance Sheet. During the years ended August 31, 2024, 2023 and 2022, we redeemed in cash, outstanding owners' equities in accordance with authorization from the Board of Directors, in the amounts of $355.9 million, $495.8 million and $111.8 million, respectively.
Preferred Stock
The following is a summary of our outstanding preferred stock as of August 31, 2024, all shares of which are listed on the Global Select Market of The Nasdaq:
| Nasdaq Symbol | Issuance Date | Shares Outstanding | Redemption Value | Net Proceeds (a) | Dividend Rate (b) (c) | Dividend Payment Frequency | Redeemable Beginning (d) | |
|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||
| 8% Cumulative Redeemable | CHSCP | (e) | 12,272,003 | $306.8 | $311.2 | 8.00% | Quarterly | 7/18/2023 |
| Class B Cumulative Redeemable, Series 1 | CHSCO | (f) | 21,459,066 | 536.5 | 569.3 | 7.875% | Quarterly | 9/26/2023 |
| Class B Reset Rate Cumulative Redeemable, Series 2 | CHSCN | 3/11/2014 | 16,800,000 | 420.0 | 406.2 | 7.10% | Quarterly | 3/31/2024 |
| Class B Reset Rate Cumulative Redeemable, Series 3 | CHSCM | 9/15/2014 | 19,700,000 | 492.5 | 476.7 | 6.75% | Quarterly | 9/30/2024 |
| Class B Cumulative Redeemable, Series 4 | CHSCL | 1/21/2015 | 20,700,000 | 517.5 | 501.0 | 7.50% | Quarterly | 1/21/2025 |
(a) Includes patron equities redeemed with preferred stock.
(b) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulated dividends at a rate of 7.10% per year until March 31, 2024, and subsequently fixed at a rate of 7.10%, based on the terms of the contract and application of the Adjustable Rate (LIBOR) Act.
(c) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulated dividends at a rate of 6.75% per year until September 30, 2024, and subsequently fixed at a rate of 6.75%,based on the terms of the contract and application of the Adjustable Rate (LIBOR) Act.
(d) All series of preferred stock are redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
(e) The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003 through 2010.
(f) Shares of Class B Cumulative Redeemable Preferred Stock, Series 1 were issued on September 26, 2013; August 25, 2014; March 31, 2016; and March 30, 2017.
Preferred Stock Dividends
We made dividend payments on our preferred stock of $168.7 million during each of the years ended August 31, 2024, 2023 and 2022. As of August 31, 2024, the Board of Directors had not authorized the issuance of any preferred shares that were not outstanding.
The following is a summary of dividends per share by series of preferred stock for the years ended August 31, 2024 and 2023:
| Years Ended August 31, | |||
|---|---|---|---|
| Nasdaq Symbol | 2024 | 2023 | |
| (Dollars per share) | |||
| 8% Cumulative Redeemable | CHSCP | $2.00 | $2.00 |
| Class B Cumulative Redeemable, Series 1 | CHSCO | 1.97 | 1.97 |
| Class B Reset Rate Cumulative Redeemable, Series 2 | CHSCN | 1.78 | 1.78 |
| Class B Reset Rate Cumulative Redeemable, Series 3 | CHSCM | 1.69 | 1.69 |
| Class B Cumulative Redeemable, Series 4 | CHSCL | 1.88 | 1.88 |
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive income (loss) by component, for the years ended August 31, 2024, 2023 and 2022 are as follows:
| Pension and Other Postretirement Benefits | Cash Flow Hedges | Foreign Currency Translation Adjustment | Total | |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Balance as of August 31, 2021, net of tax | $(141,385) | $4,824 | $(79,830) | $(216,391) |
| Other comprehensive income (loss), before tax: | ||||
| Amounts before reclassifications | (52,163) | (2,161) | (15,809) | (70,133) |
| Amounts reclassified out | 22,240 | 7,455 | — | 29,695 |
| Total other comprehensive income (loss), before tax | (29,923) | 5,294 | (15,809) | (40,438) |
| Tax effect | 2,668 | (1,275) | 101 | 1,494 |
| Other comprehensive income (loss), net of tax | (27,255) | 4,019 | (15,708) | (38,944) |
| Balance as of August 31, 2022, net of tax | (168,640) | 8,843 | (95,538) | (255,335) |
| Other comprehensive income (loss), before tax: | ||||
| Amounts before reclassifications | (13,596) | (25,024) | 1,829 | (36,791) |
| Amounts reclassified out | 93 | 16,044 | — | 16,137 |
| Total other comprehensive income (loss), before tax | (13,503) | (8,980) | 1,829 | (20,654) |
| Tax effect | 8,218 | 2,169 | 207 | 10,594 |
| Other comprehensive income (loss), net of tax | (5,285) | (6,811) | 2,036 | (10,060) |
| Balance as of August 31, 2023, net of tax | (173,925) | 2,032 | (93,502) | (265,395) |
| Other comprehensive income (loss), before tax: | ||||
| Amounts before reclassifications | (29,445) | 14,950 | (10,249) | (24,744) |
| Amounts reclassified out | 180 | (15,287) | 1,227 | (13,880) |
| Total other comprehensive loss, before tax | (29,265) | (337) | (9,022) | (38,624) |
| Tax effect | 7,217 | 82 | 178 | 7,477 |
| Other comprehensive loss, net of tax | (22,048) | (255) | (8,844) | (31,147) |
| Balance as of August 31, 2024, net of tax | $(195,973) | $1,777 | $(102,346) | $(296,542) |
Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges and foreign currency translation adjustments. Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as cost of goods sold and marketing, general and administrative expenses (see Note 13, Benefit Plans, for further information). As described in Note 15, Derivative Financial Instruments and Hedging Activities, amounts reclassified from accumulated other comprehensive loss for cash flow hedges are recorded in cost of goods sold. Gains or losses on foreign currency translation reclassifications are recorded in other income.
Note 13 Benefit Plans
We have various pension and other defined benefits as well as defined contribution plans in which substantially all employees may participate. We also have nonqualified supplemental executive and Board retirement plans. We provide defined life insurance and health care benefits for certain retired employees and Board of Directors participants. The plan is contributory based on years of service and family status, with retiree contributions adjusted annually.
Financial information on changes in projected benefit obligation, plan assets funded and balance sheet status as of August 31, 2024 and 2023, is as follows:
| QualifiedPension Benefits | NonqualifiedPension Benefits | Other Benefits | ||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| (Dollars in thousands) | ||||||
| Change in benefit obligation: | ||||||
| Projected benefit obligation at beginning of period | $708,511 | $759,173 | $20,980 | $18,257 | $22,572 | $24,524 |
| Service cost | 37,391 | 38,579 | 1,968 | 1,840 | 650 | 670 |
| Interest cost | 35,928 | 30,588 | 1,043 | 741 | 1,144 | 1,035 |
| Actuarial loss (gain): | ||||||
| Experience study and mortality updates | 2,988 | 2,573 | 244 | 159 | — | — |
| Other demographic experience* | 18,647 | 5,181 | 3,217 | 1,999 | 1,465 | (553) |
| Discount rate change | 21,372 | (45,216) | 626 | (876) | 681 | (1,312) |
| Plan amendments | 223 | 490 | — | — | — | — |
| Benefits paid | (64,297) | (82,857) | (1,635) | (1,140) | (1,725) | (1,792) |
| Projected benefit obligation at end of period | $760,763 | $708,511 | $26,443 | $20,980 | $24,787 | $22,572 |
| Change in plan assets: | ||||||
| Fair value of plan assets at beginning of period | $736,150 | $787,422 | $— | $— | $— | $— |
| Actual (loss) gain on plan assets | 67,559 | (8,415) | — | — | — | — |
| Company contributions | 42,000 | 40,000 | 1,635 | 1,140 | 1,725 | 1,792 |
| Benefits paid | (64,297) | (82,857) | (1,635) | (1,140) | (1,725) | (1,792) |
| Fair value of plan assets at end of period | $781,412 | $736,150 | $— | $— | $— | $— |
| Funded status at end of period | $20,649 | $27,639 | $(26,443) | $(20,980) | $(24,787) | $(22,572) |
| Amounts recognized on balance sheet: | ||||||
| Noncurrent assets | $20,649 | $27,639 | $— | $— | $— | $— |
| Accrued benefit cost: | ||||||
| Current liabilities | — | — | (3,950) | (2,880) | (2,080) | (2,170) |
| Noncurrent liabilities | — | — | (22,493) | (18,100) | (22,707) | (20,402) |
| Ending balance | $20,649 | $27,639 | $(26,443) | $(20,980) | $(24,787) | $(22,572) |
| Amounts recognized in accumulated other comprehensive loss (pretax): | ||||||
| Prior service cost (credit) | $1,216 | $1,172 | $(47) | $(160) | $(935) | $(1,380) |
| Net loss (gain) | 269,122 | 247,609 | 8,001 | 4,294 | (14,335) | (18,096) |
| Ending balance | $270,338 | $248,781 | $7,954 | $4,134 | $(15,270) | $(19,476) |
*Other demographic experience is comprised of all demographic experience different than anticipated, including terminations, retirements, deaths, pay, etc.
The accumulated benefit obligation of the qualified pension plans was $727.9 million and $678.4 million as of August 31, 2024 and 2023, respectively. The accumulated benefit obligation of the nonqualified pension plans was $26.2 million and $20.9 million as of August 31, 2024 and 2023, respectively.
Information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below:
| Years Ended August 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (Dollars in thousands) | ||
| Projected benefit obligation | $26,443 | $20,980 |
| Accumulated benefit obligation | 26,173 | 20,908 |
Components of net periodic benefit costs for the years ended August 31, 2024, 2023 and 2022, are as follows:
| QualifiedPension Benefits | NonqualifiedPension Benefits | Other Benefits | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| (Dollars in thousands) | |||||||||
| Components of net periodic benefit costs: | |||||||||
| Service cost | $37,391 | $38,579 | $46,275 | $1,968 | $1,840 | $926 | $650 | $670 | $996 |
| Interest cost | 35,928 | 30,588 | 17,167 | 1,043 | 741 | 281 | 1,144 | 1,035 | 503 |
| Expected return on assets | (47,860) | (43,129) | (43,958) | — | — | — | — | — | — |
| Prior service cost (credit) amortization | 178 | 149 | 174 | (114) | (114) | (114) | (445) | (445) | (445) |
| Actuarial loss (gain) amortization | 1,796 | 1,872 | 23,406 | 380 | 245 | 478 | (1,616) | (1,615) | (1,259) |
| Net periodic benefit cost (benefit) | $27,433 | $28,059 | $43,064 | $3,277 | $2,712 | $1,571 | $(267) | $(355) | $(205) |
Components of net periodic benefit costs and amounts recognized in other comprehensive loss (income) for the years ended August 31, 2024, 2023 and 2022, are as follows:
| QualifiedPension Benefits | NonqualifiedPension Benefits | Other Benefits | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| (Dollars in thousands) | |||||||||
| Other comprehensive loss (income): | |||||||||
| Prior service cost | $223 | $490 | $132 | $— | $— | $— | $— | $— | $— |
| Net actuarial loss (gain) | 23,309 | 14,082 | 59,020 | 4,087 | 1,282 | (1,537) | 2,145 | (1,865) | (4,243) |
| Amortization of actuarial (gain) loss | (1,796) | (1,872) | (23,406) | (380) | (245) | (478) | 1,616 | 1,615 | 1,259 |
| Amortization of prior service (credit) costs | (178) | (149) | (174) | 114 | 114 | 114 | 445 | 445 | 445 |
| Settlement of retiree obligations (a) | — | — | — | — | — | (307) | — | — | — |
| Total recognized in other comprehensive loss (income) | $21,558 | $12,551 | $35,572 | $3,821 | $1,151 | $(2,208) | $4,206 | $195 | $(2,539) |
(a) Reflects amounts reclassified from accumulated other comprehensive loss (income) to net earnings.
Estimated amortization in fiscal 2025 from accumulated other comprehensive loss into net periodic benefit cost is as follows:
| QualifiedPension Benefits | NonqualifiedPension Benefits | OtherBenefits | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Amortization of prior service costs (credit) | $199 | $(47) | $(445) |
| Amortization of actuarial loss (gain) | 12,815 | 799 | (1,192) |
Plan assumptions for the years ended August 31, 2024, 2023 and 2022, are as follows:
| QualifiedPension Benefits | NonqualifiedPension Benefits | Other Benefits | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Weighted-average assumptions to determine the net periodic benefit cost: | |||||||||
| Interest credit rate | 4.80% | 4.65% | 4.65% | 4.80% | 4.65% | 4.65% | N/A | N/A | N/A |
| Discount rate | 5.38% | 4.69% | 2.80% | 5.22% | 4.48% | 2.04% | 5.33% | 4.64% | 2.57% |
| Expected return on plan assets | 5.64% | 4.88% | 4.88% | N/A | N/A | N/A | N/A | N/A | N/A |
| Rate of compensation increase | 4.98% | 4.93% | 4.79% | 4.98% | 4.93% | 4.79% | N/A | N/A | N/A |
| Weighted-average assumptions to determine the benefit obligations: | |||||||||
| Interest credit rate | 4.68% | 4.80% | 4.65% | 4.68% | 4.80% | 4.65% | N/A | N/A | N/A |
| Discount rate | 5.09% | 5.38% | 4.69% | 4.78% | 5.23% | 4.49% | 5.01% | 5.33% | 4.64% |
| Rate of compensation increase | 4.98% | 4.98% | 4.93% | 4.98% | 4.98% | 4.93% | N/A | N/A | N/A |
A significant assumption for pension costs and obligations is the discount rate. We use a full-yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The discount rate reflects the rate at which the associated benefits could be effectively settled as of the measurement date. In estimating this rate, we look at rates of return on fixed-income investments of similar duration to the liabilities in the plans that receive high investment-grade ratings by recognized ratings agencies.
An annual analysis of the risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption. We generally use long-term historical return information for the targeted asset mix identified in asset and liability studies. Adjustments are made to the expected long-term rate of return assumption when deemed necessary, based upon revised expectations of future investment performance of the overall investment markets.
For measurement purposes, an 8.7% annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2024. The rate was assumed to decrease gradually to 4.5% by 2034 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:
| 1% Increase | 1% Decrease | |
|---|---|---|
| (Dollars in thousands) | ||
| Effect on total of service and interest cost components | $190 | $160 |
| Effect on postretirement benefit obligation | 1,600 | 1,400 |
Contributions depend primarily on market returns on the pension plan assets and minimum funding level requirements. During fiscal 2024, we made a discretionary contribution of $42.0 million to the pension plans. Based on the funded status of the qualified pension plans as of August 31, 2024, we do not currently believe we will be required to contribute to these plans in fiscal 2025, although we may voluntarily elect to do so. We expect to pay $6.0 million to participants of the nonqualified pension and postretirement benefit plans during fiscal 2025.
Our retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:
| QualifiedPension Benefits · NonqualifiedPension Benefits · Other Benefits | |||
|---|---|---|---|
| (Dollars in thousands) | |||
| 2025 | $69,800 | $3,950 | $2,080 |
| 2026 | 72,100 | 4,080 | 2,020 |
| 2027 | 73,200 | 3,870 | 1,990 |
| 2028 | 75,900 | 3,560 | 1,870 |
| 2029 | 78,600 | 3,330 | 1,780 |
| 2030-2034 | 366,500 | 14,350 | 8,690 |
We have trusts that hold the assets for the defined benefit plans. CHS has a qualified plan committee that sets investment guidelines with the assistance of external consultants. Investment objectives for the plans' assets are as follows:
Optimize the long-term returns on plan assets at an acceptable level of risk;
Maintain broad diversification across asset classes and among investment managers; and
Focus on long-term return objectives.
Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. The investment portfolio contains a diversified portfolio of investment categories, including equities, fixed-income securities and real estate. Securities are also diversified in terms of domestic and international securities, short- and long-term securities, growth and value equities, large and small cap stocks, as well as active and passive management styles. Our pension plans' investment policy strategy is such that liabilities match assets. This is being accomplished through the asset portfolio mix by reducing volatility and de-risking the plans. The plans' target allocation percentages range between 45% and 80% for fixed income securities and range between 20% and 55% for equity securities.
The qualified plan committee believes that with prudent risk tolerance and asset diversification, the plans should be able to meet pension obligations in the future.
Our pension plans' recurring fair value measurements by asset category as of August 31, 2024 and 2023, are presented in the tables below:
| 2024 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (Dollars in thousands) | ||||
| Cash and cash equivalents | $12,416 | $— | $— | $12,416 |
| Equities: | ||||
| Common/collective trust at net asset value (1) | — | — | — | 156,462 |
| Fixed income securities: | ||||
| Other investments | 31,298 | 93,763 | — | 125,061 |
| Common/collective trust at net asset value (1) | — | — | — | 464,611 |
| Partnership and joint venture interests measured at net asset value (1) | — | — | — | 22,862 |
| Total | $43,714 | $93,763 | $— | $781,412 |
| 2023 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (Dollars in thousands) | ||||
| Cash and cash equivalents | $12,505 | $— | $— | $12,505 |
| Equities: | ||||
| Common/collective trust at net asset value (1) | — | — | — | 127,225 |
| Fixed income securities: | ||||
| Other investments | 25,143 | 86,315 | — | 111,458 |
| Common/collective trust at net asset value (1) | — | — | — | 425,180 |
| Partnership and joint venture interests measured at net asset value (1) | — | — | — | 59,782 |
| Total | $37,648 | $86,315 | $— | $736,150 |
(1) In accordance with ASC Topic 820-10, Fair Value Measurement, certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the "Financial information on changes in projected benefit obligation, plan assets funded and balance sheet status" table above.
Definitions for valuation levels are found in Note 16, Fair Value Measurements. We use the following valuation methodologies for assets measured at fair value:
Common/collective trusts. Common/collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc. Common/collective trust investments can be redeemed daily and without restriction. Redemption of the entire investment balance generally requires a 45- to 60-day notice period. The equity funds provide exposure to large-, mid- and small-cap U.S. equities, international large- and small-cap equities and emerging market equities. The fixed income funds provide exposure to U.S., international and emerging market debt securities.
Other investments. Other investments are comprised primarily of investments in U.S. Treasury securities which are valued using quoted market prices and classified within Level 1, as well as various government agency obligations and corporate, foreign government and municipal issue fixed income marketable securities which are valued using institutional bond or broker quotes along with various other market and industry inputs and classified within Level 2.
Partnership and joint venture interests. The net asset value of shares held by the plan at year-end is used to value these assets as a practical expedient for fair value. The net asset value is based on the fair value of the underlying assets owned by the trust, minus its liabilities, then divided by the number of units outstanding. Redemptions of these interests generally require a 45- to 60-day notice period.
During fiscal 2024 we ceased our participation in the Co-op Retirement Plan, which is a defined benefit plan constituting a multiple employer plan under the Internal Revenue Code of 1986, as amended, and a multiemployer plan under the accounting standards.
We have other contributory defined contribution plans covering substantially all employees. Total contributions by us to these plans were $43.5 million, $38.7 million and $35.0 million, for the years ended August 31, 2024, 2023 and 2022, respectively.
Note 14 Segment Reporting
We are an integrated agricultural cooperative, providing grain, food, agronomy and energy resources to businesses and consumers on a global basis. We provide a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, to agricultural outputs that include grain and oilseed, processed grain and oilseed, renewable fuels and food products. We define our operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which our chief operating decision maker, our Chief Executive Officer, evaluates performance and allocates resources in managing the business. We have aggregated those operating segments into three reportable segments: Energy, Ag and Nitrogen Production.
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 grain and oilseed originated by our ag retail (formerly referred to as country operations) business, by our member cooperatives and by third parties; serves as a wholesaler and retailer of crop inputs; and produces and markets ethanol. Our Nitrogen Production segment consists of our equity method investment in CF Nitrogen that records earnings and allocated expenses but not revenues. Our supply agreement with CF Nitrogen entitles us to purchase up to a specified quantity of granular urea and UAN annually from CF Nitrogen. Corporate and Other represents our financing and hedging businesses, which primarily consists of a U.S. Commodity Futures Trading Commission-regulated futures commission merchant ("FCM") for commodities hedging and financial services related to crop production. Our nonconsolidated investments in Ventura Foods and Ardent Mills, LLC ("Ardent Mills") are also included in our Corporate and Other category.
Corporate administrative expenses and interest are allocated to each reportable segment and Corporate and Other, based on direct use of services, 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 our operating results vary throughout the year. Our revenues and IBIT generally trend lower during the second fiscal quarter and increase in the third fiscal quarter. For example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively. Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volume and revenues based on producer harvests, world grain prices, demand and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and fall 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, grain, oilseed, 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 weather, crop damage due to plant disease or insects, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, outbreaks of disease, government regulations and policies, global trade disputes, wars and civil unrest, and general political and economic conditions.
While our revenues and operating results are derived primarily from businesses and operations that are wholly-owned or subsidiaries and limited liability companies in which we have a controlling interest, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less or 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 includes our 50% interest in TEMCO, LLC ("TEMCO") and our 50% interest in Producer Ag, LLC ("Producer Ag"). In our Nitrogen Production segment, this consists of our approximate 8.4% membership interest (based on product tons) in CF Nitrogen. In Corporate and Other, this principally includes our 50% ownership in Ventura Foods and our 12% ownership in Ardent Mills. See Note 6, Investments, for more information related to our equity method investments.
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 years ended August 31, 2024, 2023 and 2022, is presented in the tables below.
| Energy | Ag | Nitrogen Production | Corporateand Other | ReconcilingAmounts | Total | |
|---|---|---|---|---|---|---|
| Year ended August 31, 2024 · (Dollars in thousands) | ||||||
| Revenues, including intersegment revenues | $9,339,079 | $30,432,758 | $— | $94,113 | $(604,721) | $39,261,229 |
| Intersegment revenues | (572,584) | (15,899) | — | (16,238) | 604,721 | — |
| Revenues, net of intersegment revenues | $8,766,495 | $30,416,859 | $— | $77,875 | $— | $39,261,229 |
| Operating earnings (loss) | 403,854 | 241,327 | (71,530) | 10,707 | — | 584,358 |
| Interest expense | (16,773) | 61,982 | 61,942 | 22,027 | (25,114) | 104,064 |
| Other income | (11,283) | (98,142) | (9,176) | (44,143) | 25,114 | (137,630) |
| Equity (income) losses from investments | 2,857 | (65,190) | (275,531) | (141,999) | — | (479,863) |
| Income before income taxes | $429,053 | $342,677 | $151,235 | $174,822 | $— | $1,097,787 |
| Capital expenditures | $204,151 | $426,291 | $— | $178,321 | $— | $808,763 |
| Depreciation and amortization | $255,795 | $178,400 | $— | $47,529 | $— | $481,724 |
| Total assets as of August 31, 2024 | $4,262,974 | $7,279,846 | $2,544,530 | $4,627,725 | $— | $18,715,075 |
| Energy | Ag | Nitrogen Production | Corporateand Other | ReconcilingAmounts | Total | |
|---|---|---|---|---|---|---|
| Year ended August 31, 2023 · (Dollars in thousands) | ||||||
| Revenues, including intersegment revenues | $10,761,503 | $35,456,969 | $— | $82,107 | $(710,575) | $45,590,004 |
| Intersegment revenues | (664,590) | (31,765) | — | (14,220) | 710,575 | — |
| Revenues, net of intersegment revenues | $10,096,913 | $35,425,204 | $— | $67,887 | $— | $45,590,004 |
| Operating earnings (loss) | 1,071,492 | 346,137 | (73,828) | (301) | — | 1,343,500 |
| Interest expense | 7,672 | 71,115 | 60,090 | 31,487 | (32,922) | 137,442 |
| Other income | (19,456) | (88,061) | — | (37,536) | 32,922 | (112,131) |
| Equity (income) losses from investments | 7,833 | (48,725) | (394,678) | (254,020) | — | (689,590) |
| Income before income taxes | $1,075,443 | $411,808 | $260,760 | $259,768 | $— | $2,007,779 |
| Capital expenditures | $204,003 | $308,690 | $— | $51,829 | $— | $564,522 |
| Depreciation and amortization | $254,115 | $166,982 | $— | $43,518 | $— | $464,615 |
| Total assets as of August 31, 2023 | $4,313,240 | $7,095,283 | $2,577,391 | $4,971,504 | $— | $18,957,418 |
| Energy | Ag | Nitrogen Production | Corporateand Other | ReconcilingAmounts | Total | |
|---|---|---|---|---|---|---|
| Year ended August 31, 2022 · (Dollars in thousands) | ||||||
| Revenues, including intersegment revenues | $10,964,304 | $37,489,203 | $— | $45,278 | $(707,119) | $47,791,666 |
| Intersegment revenues | (669,530) | (28,992) | — | (8,597) | 707,119 | — |
| Revenues, net of intersegment revenues | $10,294,774 | $37,460,211 | $— | $36,681 | $— | $47,791,666 |
| Operating earnings (loss) | 633,832 | 588,070 | (55,600) | (37,216) | — | 1,129,086 |
| Interest expense | 6,768 | 59,118 | 48,110 | 5,105 | (4,945) | 114,156 |
| Other (income) expense | (3,474) | (46,277) | 11,487 | 9,559 | 4,945 | (23,760) |
| Equity (income) losses from investments | 13,987 | (82,357) | (593,182) | (109,775) | — | (771,327) |
| Income before income taxes | $616,551 | $657,586 | $477,985 | $57,895 | $— | $1,810,017 |
| Capital expenditures | $116,136 | $203,851 | $— | $34,457 | $— | $354,444 |
| Depreciation and amortization | $250,972 | $173,488 | $— | $37,512 | $— | $461,972 |
We have international sales, which are predominantly in our Ag segment. The following table presents our sales, based on the geographic location of the subsidiary making the sale, for the years ended August 31, 2024, 2023 and 2022:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| North America (a) | $36,876,847 | $43,376,177 | $45,039,981 |
| South America | 515,177 | 378,021 | 371,493 |
| Europe, Middle East and Africa (EMEA) | 693,454 | 930,052 | 1,093,974 |
| Asia Pacific (APAC) | 1,175,751 | 905,754 | 1,286,218 |
| Total | $39,261,229 | $45,590,004 | $47,791,666 |
(a) Revenues in North America are substantially all attributed to revenues from the United States.
Tangible long-lived assets include our property, plant and equipment, finance lease assets and capitalized major maintenance costs. The following table presents tangible long-lived assets by geographical region based on physical location:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| United States | $5,330,168 | $5,088,366 |
| International | 70,306 | 70,384 |
| Total | $5,400,474 | $5,158,750 |
Note 15 Derivative Financial Instruments and Hedging Activities
We enter into various derivative instruments to manage our exposure to movements primarily associated with agricultural and energy commodity prices and, to a lesser degree, foreign currency exchange rates and interest rates. Except for certain cash-settled swaps related to future crude oil purchases and refined product sales, which are accounted for as cash flow hedges, our derivative instruments represent economic hedges of price risk for which hedge accounting under ASC Topic 815 is not applied. Rather, the derivative instruments are recorded on our Consolidated Balance Sheets at fair value with changes in fair value being recorded directly to earnings, primarily within cost of goods sold in our Consolidated Statements of Operations. See Note 16, Fair Value Measurements, for additional information. The majority of our exchange traded agricultural commodity futures are settled daily through CHS Hedging, LLC, our wholly-owned FCM.
Derivatives Not Designated as Hedging Instruments
The following tables present the gross fair values of derivative assets, derivative liabilities and related margin deposits (cash collateral) recorded on our Consolidated Balance Sheets, along with related amounts permitted to be offset in accordance with U.S. GAAP. Although we have certain netting arrangements for our exchange-traded futures and options contracts and certain OTC contracts, we have elected to report our derivative instruments on a gross basis on our Consolidated Balance Sheets under ASC Topic 210-20, Balance Sheet - Offsetting.
| August 31, 2024 | ||||
|---|---|---|---|---|
| Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting | ||||
| Gross Amounts Recognized | Cash Collateral | Derivative Instruments | Net Amounts | |
| (Dollars in thousands) | ||||
| Derivative assets | ||||
| Commodity derivatives | $165,709 | $— | $2,522 | $163,187 |
| Foreign exchange derivatives | 9,029 | — | 7,100 | 1,929 |
| Total | $174,738 | $— | $9,622 | $165,116 |
| Derivative liabilities | ||||
| Commodity derivatives | $221,803 | $1,601 | $2,522 | $217,680 |
| Foreign exchange derivatives | 24,476 | — | 7,100 | 17,376 |
| Total | $246,279 | $1,601 | $9,622 | $235,056 |
| August 31, 2023 | ||||
|---|---|---|---|---|
| Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting | ||||
| Gross Amounts Recognized | Cash Collateral | Derivative Instruments | Net Amounts | |
| (Dollars in thousands) | ||||
| Derivative assets | ||||
| Commodity derivatives | $280,440 | $— | $4,866 | $275,574 |
| Foreign exchange derivatives | 32,402 | — | 12,330 | 20,072 |
| Total | $312,842 | $— | $17,196 | $295,646 |
| Derivative liabilities | ||||
| Commodity derivatives | $349,131 | $1,505 | $4,866 | $342,760 |
| Foreign exchange derivatives | 13,799 | — | 12,330 | 1,469 |
| Total | $362,930 | $1,505 | $17,196 | $344,229 |
Derivative assets and liabilities with maturities of less than 12 months are recorded in other current assets and other current liabilities, respectively, on our Consolidated Balance Sheets. Derivative assets and liabilities with maturities greater than 12 months are recorded in other assets and other liabilities, respectively, on our Consolidated Balance Sheets. The amount of long-term derivative assets recorded on our Consolidated Balance Sheets as of August 31, 2024 and 2023, was $2.9 million and $1.1 million, respectively. The amount of long-term derivative liabilities recorded on our Consolidated Balance Sheets as of August 31, 2024 and 2023, was $6.0 million and $12.6 million, respectively.
The following table sets forth the pretax (losses) gains on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022:
| Derivative Type | Location of(Loss) Gain | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Commodity derivatives | Cost of goods sold | $5,380 | $(360,937) | $(568,877) |
| Foreign exchange derivatives | Cost of goods sold | (31,874) | (30,898) | 9,587 |
| Foreign exchange derivatives | Marketing, general and administrative expenses | (2,897) | (530) | 577 |
| Other derivatives | Other income | — | — | 2,057 |
| Total | $(29,391) | $(392,365) | $(556,656) | |
Commodity Contracts
When we enter into a commodity purchase or sales commitment, we incur risks related to price changes and performance, including delivery, quality, quantity and shipment period. In the event that market prices decrease, we are exposed to risk of loss for the market value of inventory and purchase contracts with fixed or partially fixed prices. Conversely, we are exposed to risk of loss on our fixed- or partially fixed-price sales contracts in the event that market prices increase.
Our use of hedging reduces exposure to price volatility by protecting against adverse short-term price movements but also limits the benefits of favorable short-term price movements. To reduce the price risk associated with fixed-price commitments, we generally enter into commodity derivative contracts, to the extent practical, to achieve a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are primarily transacted through our FCM on regulated commodity futures exchanges, but may include OTC derivative instruments when deemed appropriate. These contracts are recorded at fair values based on quotes listed on regulated commodity exchanges or the market prices of the underlying products listed on the exchanges, except that certain contracts are accounted for as normal purchase and normal sales transactions. For commodities where there is no liquid derivative contract, risk is managed through the use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations.
When a futures position is established, initial margin must be deposited with the applicable exchange or broker. The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion. If the market price relative to a short futures position increases, an additional margin deposit would be required. Similarly, a margin deposit would be required if the market price relative to a long futures position decreases. Conversely, if the market price increases relative to a long futures position or decreases relative to a short futures position, margin deposits may be returned by the applicable exchange or broker.
Our policy is to manage our commodity price risk exposure according to internal policies and in alignment with our tolerance for risk. It is our policy that our profitability should come from operations, primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include established net physical position limits. These limits are defined for each commodity and business unit, and business units may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate middle office and compliance team, with day-to-day monitoring procedures being implemented within each individual business unit to ensure any limits overage is explained and exposures reduced, or a temporary limit increase is established if needed. The position limits are reviewed at least annually with our senior leadership and Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions.
The use of hedging instruments does not protect against nonperformance by counterparties to cash contracts. We evaluate counterparty exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different from the current market prices. We manage these risks by entering into fixed-price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Regarding our use of derivatives, we transact in exchange traded instruments or enter into over-the-counter derivatives that primarily clear through our FCM, which limits our counterparty exposure relative to hedging activities. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.
As of August 31, 2024 and 2023, we had outstanding commodity futures and options contracts that were used as economic hedges, as well as fixed-price forward contracts related to physical purchases and sales of commodities. The table below presents the notional volumes for all outstanding commodity contracts:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Derivative Type | Long | Short | Long | Short |
| (Units in thousands) | ||||
| Grain and oilseed (bushels) | 385,426 | 517,883 | 506,654 | 630,803 |
| Energy products (barrels) | 8,438 | 5,014 | 11,839 | 8,085 |
| Processed grain and oilseed (tons) | 3,600 | 6,193 | 7,380 | 9,437 |
| Crop nutrients (tons) | 73 | 14 | 70 | 10 |
| Ocean freight (metric tons) | — | — | 40 | — |
| Natural gas (MMBtu) | 2,350 | 500 | 460 | — |
Foreign Exchange Contracts
We conduct a substantial portion of our business in U.S. dollars, but we are exposed to risks relating to foreign currency fluctuations primarily due to global grain marketing transactions in South America, the Asia Pacific region and Europe, and purchases of products from Canada. We use foreign currency derivative instruments to mitigate the impact of exchange rate fluctuations. Although CHS has some risk exposure relating to foreign currency transactions, a larger impact with exchange rate fluctuations is the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. The notional amount of our foreign exchange derivative contracts was $1.5 billion and $1.9 billion as of August 31, 2024 and 2023.
Derivatives Designated as Cash Flow Hedging Strategies
Certain pay-fixed, receive-variable, cash-settled swaps are designated as cash flow hedges of future crude oil purchases in our Energy segment. We also designate certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined energy product sales. These hedging instruments and the related hedged items are exposed to significant market price risk and potential volatility. As part of our risk management strategy, we look to hedge a portion of our expected future crude oil needs and the resulting refined product output based on prevailing futures prices, management's expectations about future commodity price changes and our risk appetite. We may also elect to dedesignate certain derivative instruments previously designated as cash flow hedges as part of our risk management strategy. Amounts recorded in other comprehensive income for these dedesignated derivative instruments remain in other comprehensive income and are recognized in earnings in the period in which the underlying transactions affect earnings. As of August 31, 2024 and 2023, the aggregate notional amount of cash flow hedges was 5.5 million and 4.1 million barrels, respectively.
The following table presents the fair value of our commodity derivative instruments designated as cash flow hedges and the line items on our Consolidated Balance Sheets in which they are recorded as of August 31, 2024 and 2023:
| Derivative Assets · Derivative Liabilities | |||||
|---|---|---|---|---|---|
| Balance Sheet Location | 2024 | 2023 | Balance Sheet Location | 2024 | 2023 |
| (Dollars in thousands) · (Dollars in thousands) | |||||
| Other current assets | $5,226 | $8,395 | Other current liabilities | $2,781 | $5,345 |
The following table presents the pretax losses recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2024, 2023 and 2022:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Commodity derivatives | $(605) | $(12,285) | $(2,071) |
The following table presents the pretax gains (losses) relating to our existing cash flow hedges that were reclassified from accumulated other comprehensive loss into our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022:
| Location ofGain (Loss) | 2024 | 2023 | 2022 | |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| Commodity derivatives | Cost of goods sold | $16,454 | $(14,853) | $(6,254) |
Note 16 Fair Value Measurements
ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
We determine fair values of derivative instruments and certain other assets, based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. ASC Topic 820 describes three levels within its hierarchy that may be used to measure fair value, and our assessment of relevant instruments within those levels is as follows:
Level 1. Values are based on unadjusted quoted prices in active markets for identical assets or liabilities. These assets and liabilities may include exchange-traded derivative instruments, rabbi trust investments, segregated investments and marketable securities.
Level 2. Values are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. These assets and liabilities include interest rate, foreign exchange and commodity swaps; forward commodity contracts with a fixed-price component; and other OTC derivatives whose values are determined with inputs that are based on exchange traded prices, adjusted for location-specific inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.
Level 3. Values are generated from unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. These unobservable inputs would reflect our own estimates of assumptions that market participants would use in pricing related assets or liabilities. Valuation techniques might include the use of pricing models, discounted cash flow models or similar techniques.
The following tables present assets and liabilities, included on our Consolidated Balance Sheets, that are recognized at fair value on a recurring basis and indicate the fair value hierarchy utilized to determine these fair values. 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.
Recurring fair value measurements as of August 31, 2024 and 2023, are as follows:
| 2024 | ||||
|---|---|---|---|---|
| Quoted Prices in Active Marketsfor Identical Assets(Level 1) | Significant Other ObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) | Total | |
| (Dollars in thousands) | ||||
| Assets | ||||
| Commodity derivatives | $2,454 | $168,481 | $— | $170,935 |
| Foreign currency derivatives | — | 9,029 | — | 9,029 |
| Segregated investments and marketable securities | 15,069 | 136,258 | — | 151,327 |
| Time deposits | — | 500,921 | — | 500,921 |
| Other assets | 83,008 | — | — | 83,008 |
| Total | $100,531 | $814,689 | $— | $915,220 |
| Liabilities | ||||
| Commodity derivatives | $1,641 | $222,943 | $— | $224,584 |
| Foreign currency derivatives | — | 24,476 | — | 24,476 |
| Total | $1,641 | $247,419 | $— | $249,060 |
| 2023 | ||||
|---|---|---|---|---|
| Quoted Prices in Active Marketsfor Identical Assets(Level 1) | Significant Other ObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) | Total | |
| (Dollars in thousands) | ||||
| Assets | ||||
| Commodity derivatives | $5,344 | $283,491 | $— | $288,835 |
| Foreign currency derivatives | — | 32,402 | — | 32,402 |
| Segregated investments and marketable securities | 225,715 | — | — | 225,715 |
| Other assets | 89,592 | — | — | 89,592 |
| Total | $320,651 | $315,893 | $— | $636,544 |
| Liabilities | ||||
| Commodity derivatives | $7,501 | $346,975 | $— | $354,476 |
| Foreign currency derivatives | — | 13,799 | — | 13,799 |
| Total | $7,501 | $360,774 | $— | $368,275 |
Commodity 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 with fixed-price components, select 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, including location-specific adjustments, and are classified within Level 2. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either 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.
Segregated investments and marketable securities, time deposits and other assets. Our segregated investments and marketable securities and other assets are comprised primarily of investments in U.S. Treasury securities, money market funds, various government agencies, time deposits and rabbi trust assets. U.S. Treasury securities and money market funds are valued using quoted market prices and classified within Level 1. Investments in various government agency obligations, time deposits and rabbit trust assets are valued using quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and classified within Level 2.
Note 17 Commitments and Contingencies
Environmental
We are required to comply with various environmental laws and regulations incidental to our normal business operations. To meet our compliance requirements, we establish reserves for future costs of remediation associated with identified issues that are both probable and can be reasonably estimated. Estimates of environmental costs are based on current available facts, existing technology, undiscounted site-specific costs and currently enacted laws and regulations and are included in cost of goods sold and marketing, general and administrative expenses in our Consolidated Statements of Operations. Recoveries, if any, are recorded in the period in which recovery is received. Liabilities are monitored and adjusted as new facts or changes in law or technology occur. The resolution of any such matters may affect consolidated net income for any fiscal period; however, we currently believe 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.
Other Litigation and Claims
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, we currently believe 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.
Guarantees
We are a guarantor for lines of credit and performance obligations of related, nonconsolidated companies. Our bank covenants allow maximum guarantees of $1.1 billion, of which $70.2 million were outstanding as of August 31, 2024. 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 these guarantees are current as of August 31, 2024.
Credit Commitments
CHS Capital has commitments to extend credit to customers if there are no violations of any contractually established conditions. As of August 31, 2024, CHS Capital customers had additional available credit of $1.2 billion.
Unconditional Purchase Obligations
Unconditional purchase obligations are commitments to transfer funds in the future for fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Our long-term unconditional purchase obligations primarily relate to pipeline and grain handling take-or-pay and throughput agreements and are not recorded on our Consolidated Balance Sheets. As of August 31, 2024, minimum future payments required under long-term commitments that are noncancelable and that third parties have used to secure financing for facilities that will provide contracted goods, are as follows:
| Payments Due by Period | |||||||
|---|---|---|---|---|---|---|---|
| Total | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | |
| (Dollars in thousands) | |||||||
| Long-term unconditional purchase obligations | $447,231 | $85,140 | $79,357 | $64,942 | $57,748 | $55,115 | $104,929 |
Total payments under these arrangements were $84.6 million, $77.8 million and $75.2 million for the years ended August 31, 2024, 2023 and 2022, respectively.
Note 18 Related Party Transactions
We purchase and sell grain and other agricultural commodity products from certain equity investees, primarily CF Nitrogen, Ventura Foods, Ardent Mills, TEMCO and Producer Ag. Sales to and purchases from related parties for the years ended August 31, 2024, 2023 and 2022, are as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Sales | $2,396,916 | $1,653,125 | $1,511,532 |
| Purchases | 1,590,955 | 1,697,780 | 2,040,357 |
Receivables due from and payables due to related parties as of August 31, 2024 and 2023, are as follows:
| 2024 | 2023 | |
|---|---|---|
| (Dollars in thousands) | ||
| Due from related parties | $334,778 | $80,510 |
| Due to related parties | 113,081 | 90,267 |
As a cooperative, we are owned by farmers and ranchers and member cooperatives, which are referred to as members. We buy commodities from and provide products and services to our members. Individually, our members do not have a significant ownership in CHS.
Note 19 Leases
We assess arrangements at inception to determine whether they contain a lease. An arrangement is considered to contain a lease if it conveys the right to control the use of an asset for a period of time in exchange for consideration. The right to control the use of an asset must include both (i) the right to obtain substantially all economic benefits associated with an identified asset and (ii) the right to direct how and for what purpose the identified asset is used. Certain service agreements may provide us with the right to use an identified asset; however, most of these arrangements are not considered to represent a lease as we do not control how and for what purpose the identified asset is used.
We lease property, plant and equipment used in our operations primarily under operating lease agreements and, to a lesser extent, under finance lease agreements. Our leases are primarily for railcars, equipment, vehicles and office space, many of which contain renewal options and escalation clauses. Renewal options are included as part of the right of use asset and liability when it is reasonably certain that we will exercise the renewal option; however, renewal options are generally not included as we are not reasonably certain to exercise such options.
Right of use assets and liabilities for operating and finance leases are recognized under ASC Topic 842 at the lease commencement date for leases in excess of 12 months based on the present value of lease payments over the lease term. For measurement and classification of lease agreements, lease and nonlease components are grouped into a single lease component for all asset classes. Variable lease payments are excluded from measurement of right of use assets and liabilities and generally include payments for nonlease components such as maintenance costs, payments for leased assets beyond their noncancelable lease term and payments for other nonlease components such as sales tax. The discount rate used to calculate present value is our collateralized incremental borrowing rate or, if available, the rate implicit in the lease. The incremental borrowing rate is determined for each lease based primarily on its lease term. Certain lease arrangements include rental payments adjusted annually based on changes in an inflation index. Our lease arrangements generally do not contain residual value guarantees or material restrictive covenants.
Lease expense is recognized on a straight-line basis over the lease term. The components of lease expense recognized in our Consolidated Statements of Operations as of August 31, 2024, 2023 and 2022, are as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Operating lease expense | $84,826 | $77,588 | $71,209 |
| Finance lease expense: | |||
| Amortization of assets | 9,506 | 8,966 | 8,967 |
| Interest on lease liabilities | 1,964 | 1,646 | 1,469 |
| Short-term lease expense | 25,753 | 20,068 | 16,915 |
| Variable lease expense | 833 | 650 | 1,699 |
| Total net lease expense* | $122,882 | $108,918 | $100,259 |
*Income related to sublease activity is not material and has been excluded from the table above.
Supplemental balance sheet information related to operating and finance leases as of August 31, 2024 and 2023, is as follows:
| Balance Sheet Location · 2024 · 2023 | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | |||||
| Operating leases | |||||
| Assets | |||||
| Operating lease right of use assets | Other assets | $218,844 | $254,844 | ||
| Liabilities | |||||
| Current operating lease liabilities | Accrued expenses | $61,796 | $61,094 | ||
| Long-term operating lease liabilities | Other liabilities | 161,494 | 200,758 | ||
| Total operating lease liabilities | $223,290 | $261,852 | |||
| Finance leases | |||||
| Assets | |||||
| Finance lease assets | Property, plant and equipment | $63,229 | $64,381 | ||
| Liabilities | |||||
| Current finance lease liabilities | Current portion of long-term debt | $7,116 | $6,797 | ||
| Long-term finance lease liabilities | Long-term debt | 42,395 | 42,438 | ||
| Total finance lease liabilities | $49,511 | $49,235 | |||
Information related to the lease term and discount rate for operating and finance leases as of August 31, 2024 and 2023, is as follows:
| 2024 | 2023 | |
|---|---|---|
| Weighted average remaining lease term (in years) | ||
| Operating leases | 5.1 | 7.0 |
| Finance leases | 8.6 | 9.6 |
| Weighted average discount rate | ||
| Operating leases | 3.85% | 3.50% |
| Finance leases | 3.99% | 3.78% |
Supplemental cash flow and other information related to operating and finance leases as of August 31, 2024, 2023 and 2022, is as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Cash paid for amounts included in measurement of lease liabilities: | |||
| Operating cash flows from operating leases | $78,614 | $71,798 | $61,750 |
| Operating cash flows from finance leases | 1,964 | 1,646 | 1,469 |
| Financing cash flows from finance leases | 7,716 | 8,571 | 9,171 |
| Supplemental noncash information: | |||
| Right of use assets obtained in exchange for lease liabilities | $73,183 | $69,837 | $54,199 |
| Right of use asset modifications | 12,277 | 28,614 | 12,887 |
Maturities of lease liabilities by fiscal year as of August 31, 2024, were as follows:
| August 31, 2024 | ||
|---|---|---|
| Finance Leases · Operating Leases | ||
| (Dollars in thousands) | ||
| 2025 | $8,956 | $71,326 |
| 2026 | 8,308 | 60,192 |
| 2027 | 7,648 | 43,430 |
| 2028 | 7,037 | 28,675 |
| 2029 | 6,320 | 15,907 |
| Thereafter | 19,992 | 27,770 |
| Total maturities of lease liabilities | 58,261 | 247,300 |
| Less amounts representing interest | 8,750 | 24,010 |
| Present value of future minimum lease payments | 49,511 | 223,290 |
| Less current obligations | 7,116 | 61,796 |
| Long-term obligations | $42,395 | $161,494 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.