CHS INC
For the period ended Nov 30, 2024. Filed Jan 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2024 · Filed Jan 8, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-05-31; filed 2024-07-10.
0000823277-24-000027
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-11-30; filed 2025-01-08.
0000823277-25-000006
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 214 previous paragraphs and 144 current paragraphs.
81 unchanged; 40 reworded; 17 added; 62 removed; 31 previous and 6 current paragraphs rearranged.
Tables are not compared: 37 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
•Fiscal 2025 First Quarter Highlights
Current report
Fiscal 2025 First Quarter Highlights
Current report
•Despite strong volumes, our Energy segment earnings declined substantially from the prior fiscal year due to evolving market conditions that negatively impacted refining margins.
Current report
•In our Ag segment, earnings were moderately lower due to softening oilseed crush margins compared to historically high margins in the first quarter of the prior fiscal year.
Current report
We will continue to execute our enterprise priorities for fiscal 2025, including pursuing growth through strategic investments and cooperative connections and leveraging our financial strength and resilience as we navigate less favorable market conditions for energy and agricultural commodities.
Current report
•Decreased margins were partially offset by $64.0 million of temporary mark-to-market adjustments associated with our commodity derivatives.
Current report
•Global market conditions contributed to decreased selling prices for refined fuels that resulted in a $554.7 million decrease in revenues.
Current report
•Lower propane volumes contributed to a $36.0 million decrease in revenues driven by lower propane demand due to an unseasonably warm and dry fall season, which was partially offset by increased refined fuels volumes that contributed to a $20.6 million increase in revenues, primarily driven by higher refined fuels demand due to more favorable weather conditions, compared to the prior fiscal year harvest.
Current report
◦$151.7 million decrease for oilseed processing;
Current report
◦$78.6 million decrease for renewable fuels; and
Current report
◦$20.5 million decrease for wholesale and retail agronomy products.
Current report
•Increased volumes for grain and oilseed resulted from more favorable weather conditions, which contributed to a $374.2 million increase in revenues and which was partially offset by decreased volumes of renewable fuels that contributed to a $237.0 million decrease in revenues compared to the same period of the prior fiscal year.
Current report
•Lower propane volumes contributed to a $35.4 million decrease in COGS driven by lower propane demand due to an unseasonably warm and dry fall season, which was partially offset by increased refined fuels volumes that contributed to an $18.0 million increase in COGS, primarily driven by higher refined fuels demand due to more favorable weather conditions, compared to the prior fiscal year harvest.
Current report
•Increased volumes for grain and oilseed resulted from more favorable weather conditions, which contributed to a $370.6 million increase in COGS and which was partially offset by decreased volumes of renewable fuels that contributed to a $219.6 million decrease in COGS compared to the same period of the prior fiscal year.
Current report
Equity income from investments increased during the three months ended November 30, 2024, compared to the same period during the prior fiscal year, primarily due to a newly expanded joint venture which operated for one month of the first quarter of fiscal 2024 compared to a full quarter in fiscal 2025.
Current report
Income Tax Expense (Benefit)
Current report
The $138.5 million decrease of cash used in financing activities relative to the previous year primarily reflects increased net cash inflows associated with our notes payable due to increased short-term funding needs for working capital.
Removed paragraphs (62)
Previous report
•Fiscal 2024 Third Quarter Highlights
Previous report
Fiscal 2024 Third Quarter Highlights
Previous report
•Financial performance remained solid across our segments, although down from historically strong results in fiscal 2023.
Previous report
•In our Ag segment, earnings declined compared to the prior year due to weaker grain and oilseed demand.
Previous report
•Our Energy segment margins declined from the prior year due to changing market conditions including the impact of less favorable refining margins.
Previous report
We will continue to execute our enterprise priorities for fiscal 2024, including empowering and investing in our people, accelerating our operating model to better serve owners and customers, navigating dynamic and changing market conditions, and elevating sustainable growth through empowered teams, an integrated operating model and a solid financial foundation.
Previous report
*Lower refinery throughput volumes and refined fuel yields experienced during the three and nine months ended May 31, 2023, were primarily due to a
Previous report
planned shutdown to perform major maintenance at our Laurel, Montana, refinery during the third quarter of fiscal 2023.
Previous report
•Decreased margins across most of our Ag segment product categories during the year, including:
Previous report
◦$30.8 million decrease for grain and oilseed due to a competitive global grain market that compressed margins.
Previous report
•The IBIT decrease was partially offset by higher volumes of wholesale and retail agronomy products, which contributed to a $35.4 million increase of IBIT due to increased demand as prices declined due to global market conditions.
Previous report
Our Nitrogen Production segment IBIT decreased slightly from the prior year due to lower equity income attributed to decreased selling prices of urea and UAN, which was mostly offset by decreased natural gas costs, all due to global supply and demand factors. Corporate and Other IBIT decreased primarily due to lower equity income from Ventura Foods, LLC ("Ventura Foods"), which experienced less favorable market conditions for oil-based food products during the third quarter of fiscal 2024 compared to the same period during the prior year.
Previous report
•Decreased selling prices resulting from global market conditions contributed to $102.0 million and $13.4 million decreases in revenues for refined fuels and propane, respectively.
Previous report
•Lower refined fuels and propane volumes contributed to $44.8 million and $29.2 million decreases in revenues, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory.
Previous report
◦$553.8 million decrease for wholesale and retail agronomy products;
Previous report
◦$95.4 million decrease for renewable fuels.
Previous report
•Decreased volumes resulted primarily from lower global demand for renewable fuels that contributed to a $222.9 million decrease in revenues. The decrease was partially offset by increased volumes of wholesale and retail agronomy products compared to the same period of the prior fiscal year.
Previous report
•Lower refined fuels and propane volumes contributed to decreased COGS of $38.8 million and $31.0 million, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory.
Previous report
•Decreased volumes resulted primarily from lower global demand for renewable fuels that contributed to a $221.4 million decrease in COGS. The decrease was partially offset by increased volumes of wholesale and retail agronomy products compared to the same period of the prior fiscal year.
Previous report
There were no significant changes to other income during the three months ended May 31, 2024.
Previous report
Equity income from investments decreased during the three months ended May 31, 2024, compared to the same period during the prior year, primarily due to lower income associated with our equity method investment in Ventura Foods due to less favorable market conditions for oil-based food products during the third quarter of fiscal 2024.
Previous report
Income Tax Expense
Previous report
Results of Operations
Previous report
Nine Months Ended May 31, 2024 and 2023
Previous report
Energy
Previous report
The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the nine months ended May 31, 2024, compared to the same period during the prior year:
Previous report
•Lower margins from premiums on seasonal refined fuels products contributed $22.3 million of decreased IBIT.
Previous report
Ag
Previous report
The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the nine months ended May 31, 2024, compared to the same period during the prior year:
Previous report
•Decreased margins of $105.2 million for oilseed processing due to weaker meal and oil demand resulting in lower crush margins compared to the prior year.
Previous report
•Decreased margins of $47.5 million for grain and oilseed due to a competitive global grain market that compressed margins.
Previous report
•Decreased Ag margins were partially offset by increased margins for wholesale and retail agronomy products driven by improved market conditions which contributed to a $64.2 million increase of IBIT.
Previous report
•The IBIT decrease was partially offset by higher volumes of grain and oilseed and wholesale and retail agronomy products, which collectively contributed to a $32.5 million increase of IBIT resulting from increased demand as prices declined due to global market conditions.
Previous report
Revenues by Segment
Previous report
Energy
Previous report
The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the nine months ended May 31, 2024, compared to the same period during the prior year:
Previous report
•Decreased selling prices resulting from global market conditions contributed to $677.6 million and $128.5 million decreases in revenues for refined fuels and propane, respectively.
Previous report
•Lower refined fuels and propane volumes contributed to $95.0 million and $83.8 million decreases in revenues, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory.
Previous report
Ag
Previous report
The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the nine months ended May 31, 2024, compared to the same period during the prior year:
Showing the first 40 of 62 passages. Open the source sections for the rest.
Reworded paragraphs (40)
Previous wording
•Ag. Purchases and further processes or resells grain and oilseed originated by our country operations and global grain and processing businesses, by our member cooperatives and by third parties. It also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products.
Current wording
•Ag. Purchases and further processes or resells grain and oilseed originated by our ag retail and global grain and processing businesses, by our member cooperatives and by third parties. It also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products.
Previous wording
Seasonality. 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 country operations 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 volumes and revenues based on producer harvests, world grain prices, global 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. The graphs below depict the seasonality inherent in our businesses.
Current wording
Seasonality. 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 volumes and revenues based on producer harvests, world grain prices, global 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. The graphs below depict the seasonality inherent in our businesses.
Previous wording
Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results. We anticipate that various macroeconomic factors will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during the remainder of fiscal 2024. These factors include the ongoing war between Russia and Ukraine and any escalation of conflict in the Middle East; shifts in global trade flows for commodities; a higher interest rate environment; and inflationary pressures increasing costs of labor, freight and materials. In addition to these broad macroeconomic factors, other factors could impact the demand and pricing for agricultural inputs and outputs, as well as our ability to supply those inputs and outputs while remaining profitable. These include the cost of renewable energy credits, the prices of which have experienced volatility in recent years and could positively or negatively impact our profitability, and regional factors, such as unpredictable weather conditions, including those due to climate change. We have experienced reduced profitability through the first nine months of fiscal year 2024 in both our Energy and Ag segments due to declining margins. In our Energy segment, margins have been adversely impacted by increased industry capacity utilization rates bringing additional refined fuel supply to the market, driving decreased refining margins. In our Ag segment, margins have eroded due to waning demand for U.S. grain and oilseed as global trade flows continue to shift away from the U.S. and to other markets around the world. We are unable to predict how long the current environment will last or the severity of the financial and operational impacts to us; however, we currently expect the moderation of margins for energy and agricultural commodities to persist during the remainder of fiscal 2024 and into fiscal 2025, which could negatively impact our profitability. Refer to Item 1A of our Annual Report on Form 10-K for the year ended August 31, 2023, for additional impacts these and other risks may have on our business operations and financial performance.
Current wording
Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results. We anticipate various macroeconomic factors will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during fiscal 2025. These factors include, among others, the ongoing war between Russia and Ukraine and further escalation of conflict in the Middle East; shifts in global trade flows for commodities, including global competitiveness giving rise to a weak export market for U.S. sourced agricultural products; potential changes in U.S. trade policy under the new U.S. administration taking office in January 2025; a changing interest rate environment; and continued pricing pressures impacting costs of labor, freight and materials. These factors, or any form of them, could cause significant margin pressure and lower profitability. In addition to these broad macroeconomic factors, other factors could impact demand and pricing for agricultural inputs and outputs, as well as our ability to supply those inputs and outputs while remaining profitable. These include the cost of renewable energy credits, the prices of which have experienced volatility in recent years and could positively or negatively impact our profitability, and regional factors, such as unpredictable weather conditions, including those due to climate change. We currently expect global economic factors impacting energy and agricultural commodities to continue to be less favorable for us during the remainder of fiscal 2025, as compared to fiscal 2024. Further, in light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us; however, we currently expect the trend of significantly reduced margins for energy and agricultural commodities to persist or accelerate through the remainder of fiscal 2025. Refer to Item 1A of our Annual Report on Form 10-K for the year ended August 31, 2024, for additional impacts these and other risks may have on our business operations and financial performance.
Previous wording
We are subject to the Renewable Fuel Standard that requires refiners to blend renewable fuels (e.g., ethanol and biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as renewable identification numbers ("RINs"), in lieu of blending. The U.S. Environmental Protection Agency ("EPA") generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. In June 2023, the EPA issued a final renewable volume obligation ("RVO") for calendar years 2020 through 2025. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity; therefore, RINs must be purchased on the open market. The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 biodiesel RINs decreasing by 67% and 68%, respectively, during the three months ended May 31, 2024, compared to the same period during the prior year, which positively impacted our earnings. Estimates of our RIN expenses are calculated using an average RIN price each month.
Current wording
We are subject to the Renewable Fuel Standard that requires refiners to blend renewable fuels (e.g., ethanol and biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as renewable identification numbers ("RINs"), in lieu of blending. The U.S. Environmental Protection Agency ("EPA") generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. In June 2023, the EPA issued a final renewable volume obligation ("RVO") for calendar years 2020 through 2025. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity; therefore, RINs must be purchased on the open market. The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 biodiesel RINs both decreasing by 32% during the three months ended November 30, 2024, compared to the same period during the prior fiscal year, which positively impacted our earnings. Estimates of our RIN expenses are calculated using an average RIN price each month.
Previous wording
In addition to our internal operational reliability, the profitability of our Energy segment is largely driven by crack spreads (i.e., the price differential between refined products and crude oil inputs) and Western Canadian Select ("WCS") crude oil discounts (i.e., the price discount for WCS crude oil relative to West Texas Intermediate ("WTI") crude oil), which are driven by supply and demand of refined products. Crack spreads and WCS crude oil discounts both decreased during the three and nine months ended May 31, 2024, compared to the same period during the prior year, contributing to lower IBIT for the Energy segment. The table below provides information about average market reference prices and differentials that impacted our Energy segment:
Current wording
In addition to our internal operational reliability, the profitability of our Energy segment is largely driven by crack spreads (i.e., the price differential between refined products and crude oil inputs) and Western Canadian Select ("WCS") crude oil discounts (i.e., the price discount for WCS crude oil relative to West Texas Intermediate ("WTI") crude oil), which are driven by supply and demand of refined products. Crack spreads and WCS crude oil discounts both decreased during the three months ended November 30, 2024, compared to the same period during the prior fiscal year, contributing to lower IBIT for the Energy segment. The table below provides information about average market reference prices and differentials that impacted our Energy segment:
Previous wording
*Market source information represents the average month-end price during the period.
Current wording
*Market source information represents the average week-end or month-end price during the period.
Previous wording
The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the three months ended May 31, 2024, compared to the same period during the prior year:
Current wording
The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Previous wording
•Lower crack spreads and decreased WCS crude oil discounts resulted from less favorable global market conditions compared to the same period during the prior year, which contributed to a $152.7 million decrease of IBIT.
Current wording
•Significantly lower crack spreads and decreased WCS crude oil discounts resulted from less favorable global market conditions, including the impact of higher U.S. refinery capacity utilization and global production, compared to the same period of the prior fiscal year, which contributed to a $237.8 million decrease of IBIT.
Previous wording
•Increased repairs and maintenance expense due to planned and unplanned maintenance at our Laurel, Montana, and McPherson, Kansas, refineries contributed to $12.2 million of decreased IBIT.
Current wording
•Increased repairs and maintenance expense due to planned and unplanned maintenance at our Laurel, Montana, and McPherson, Kansas, refineries contributed to $11.0 million of decreased IBIT.
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•The IBIT decrease was partially offset by lower costs for RINs in our refined fuels business, which contributed to a $180.0 million cost reduction.
Current wording
•The IBIT decrease was partially offset by lower costs for RINs in our refined fuels business, which contributed to a $23.4 million cost reduction.
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◦$81.8 million decrease for oilseed processing due to weaker meal and oil demand resulting in lower crush margins compared to the prior year;
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•A $62.8 million decrease for oilseed processing due to a higher supply of canola and soybean meal and oil across global markets, resulting in lower crush margins compared to the prior fiscal year;
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◦$37.9 million decrease for wholesale and retail agronomy that resulted primarily from market-driven price decreases; and
Current wording
•An $11.1 million decrease for wholesale and retail agronomy that resulted primarily from market-driven price decreases; and
Previous wording
Our Nitrogen Production segment IBIT decreased from the prior year due to lower equity income attributed to decreased selling prices of urea and UAN, which was partially offset by decreased natural gas costs, all due to global supply and demand factors. Corporate and other IBIT decreased primarily due to lower equity income from Ventura Foods, which experienced less favorable market conditions for oil-based food products during the nine months ended May 31, 2024, compared to the same period during the prior year.
Current wording
Our Nitrogen Production segment IBIT decreased from the prior fiscal year due to lower equity income attributed to decreased selling prices of urea and higher interest expense, which were partially offset by decreased natural gas costs, all due to global supply and demand factors. There were no significant changes on a dollar basis to IBIT in Corporate and Other during the three months ended November 30, 2024, compared to the same period during the prior fiscal year.
Previous wording
•Decreased selling prices across most of our Ag segment product categories due to global market conditions during the third quarter of fiscal 2024, including:
Current wording
•Decreased selling prices across most of our Ag segment product categories due to global market conditions experienced during the first quarter of fiscal 2025, including:
Previous wording
There were no significant changes on a dollar basis to Corporate and Other revenues during the three months ended May 31, 2024, compared to the same period during the prior year.
Current wording
There were no significant changes on a dollar basis to Corporate and Other revenues during the three months ended November 30, 2024, compared to the same period during the prior fiscal year.
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•Decreased costs resulting from global market conditions contributed to $17.2 million and $9.0 million decreases in COGS for propane and refined fuels, respectively.
Current wording
•Decreased costs resulting from global market conditions contributed to a $314.4 million decrease in COGS for refined fuels.
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•Lower costs across most of our Ag segment product categories during the third quarter of fiscal 2024, including:
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•Lower costs across most of our Ag segment product categories during the first quarter of fiscal 2025, including:
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◦$1.3 billion decrease for grain and oilseed primarily driven by lower pricing due to global market conditions;
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◦$1.4 billion decrease for grain and oilseed primarily driven by lower pricing due to global market conditions;
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◦$298.3 million decrease for renewable fuels primarily resulting from lower input costs; and
Current wording
◦$113.1 million and $75.3 million decreases for oilseed processing and renewable fuels, respectively, resulting from lower input costs; and
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◦$515.8 million decrease for wholesale and retail agronomy products driven by lower prices; and
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◦$9.4 million decrease for wholesale and retail agronomy products driven by lower prices.
Previous wording
There were no significant changes on a dollar basis to COGS in our Nitrogen Production segment or Corporate and Other during the three months ended May 31, 2024, compared to the same period during the prior year.
Current wording
There were no significant changes on a dollar basis to COGS in our Nitrogen Production segment or Corporate and Other during the three months ended November 30, 2024, compared to the same period during the prior fiscal year.
Previous wording
Marketing, general and administrative expenses increased during the three months ended May 31, 2024, primarily due to higher compensation expenses during the current fiscal year, including elevated expenses for performance-based incentive compensation driven by the timing of the change of payout assumptions compared with the prior fiscal year, as well as higher consulting expenses primarily associated with our enterprise resource planning system implementation and other technologies to advance our operating model.
Current wording
Marketing, general and administrative expenses increased during the three months ended November 30, 2024, primarily due to higher compensation and benefit expenses during the current fiscal year.
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Interest expense decreased during the three months ended May 31, 2024, as a result of decreased notes payable balances, which was partially offset by higher interest rates compared to the same period in the prior year.
Current wording
Interest expense decreased during the three months ended November 30, 2024, as a result of lower interest rates, which was partially offset by a higher long-term debt balance compared to the same period in the prior fiscal year.
Previous wording
Corporate and Other revenues increased during the nine months ended May 31, 2024, compared to the same period during the prior year, primarily due to increased interest income as a result of a larger average notes receivable balance and higher interest rates.
Current wording
Other income decreased during the three months ended November 30, 2024, primarily due to decreased interest income as a result of a smaller cash balance and lower interest rates compared to the same period in the prior fiscal year.
Previous wording
Income tax expense increased during the three months ended May 31, 2024, which resulted primarily from a lower Domestic Production Activities Deduction ("DPAD") compared to the same period of the prior year. Effective tax rates for the three months ended May 31, 2024 and 2023, were 4.1% and 1.9%, respectively. Federal and state statutory rates of 24.5% and 24.7% were applied to nonpatronage business activity for the three months ended May 31, 2024 and 2023, respectively. Income taxes and effective tax rates vary each year based on profitability, income tax credits, nonpatronage business activity and current equity management assumptions.
Current wording
Increased income tax expense during the three months ended November 30, 2024, resulted primarily from the recognition of fewer research and development tax credits during the current fiscal year and the impact of equity management assumptions compared to the same period of the prior year, which were partially offset by lower nonpatronage earnings. Effective tax rates for the three months ended November 30, 2024 and 2023, were 5.1% and (1.3)%, respectively. A federal and state statutory rate of 24.5% was applied to nonpatronage business activity for the three months ended November 30, 2024 and 2023. Income taxes and effective tax rates vary each year based on profitability, income tax credits, nonpatronage business activity and current equity management assumptions.
Previous wording
We fund our current operations primarily through our cash flows from operations and with short-term borrowings through our committed and uncommitted revolving credit facilities, including our securitization facility with certain unaffiliated financial institutions and our repurchase facility. We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations and by issuing long-term debt. On April 18, 2024, we entered into a Note Purchase Agreement to borrow $700.0 million of debt in the form of notes; the funding of these notes will take place on July 16, 2024. See Note 6, Notes Payable and Long-Term Debt, of the notes to the unaudited condensed consolidated financial statements that are included in this Quarterly Report on Form 10-Q for additional information on our short-term borrowings and long-term debt. We will continue to consider opportunities to further diversify and enhance our sources and amounts of liquidity.
Current wording
We fund our current operations primarily through our cash flows from operations and with short-term borrowings through our committed and uncommitted revolving credit facilities, including our securitization facility with certain unaffiliated financial institutions and our repurchase facility. We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations and by issuing long-term debt. On October 29, 2024, we amended our 10-year term loan facility reducing the size to $300.0 million and adding a converting revolver feature. See Note 6, Notes Payable and Long-Term Debt, of the notes to the unaudited condensed consolidated financial statements that are included in this Quarterly Report on Form 10-Q for additional information on our short-term borrowings and long-term debt. We will continue to consider opportunities to further diversify and enhance our sources and amounts of liquidity.
Previous wording
•Capital expenditures. We expect total capital expenditures for fiscal 2024 to be approximately $825.0 million compared to capital expenditures of $564.5 million in fiscal 2023. Increased capital expenditures for fiscal 2024 are for investments in our infrastructure to meet the evolving needs of our owners and customers, enhance value for the cooperative system and propel sustainable growth. During the nine months ended May 31, 2024, we acquired $541.4 million of property, plant and equipment.
Current wording
•Capital expenditures. We expect total capital expenditures for fiscal 2025 to be approximately $837.3 million, compared to capital expenditures of $808.8 million in fiscal 2024, as we continue to invest in capital projects to meet the evolving needs of our owners and customers, enhance value for the cooperative system and focus on targeted growth during fiscal 2025. In addition, we expect more than $225.0 million in incremental expenditures for business acquisitions during fiscal 2025. During the three months ended November 30, 2024, we acquired $192.7 million of property, plant and equipment.
Previous wording
•Major maintenance. We expect total major maintenance for fiscal 2024 to be approximately $22.0 million compared to major maintenance of $217.4 million in fiscal 2023. Decreased major maintenance for fiscal 2024 is due to significantly reduced turnaround activities at our refineries compared to the turnaround at our Laurel refinery during fiscal 2023. During the nine months ended May 31, 2024, we paid $14.8 million in major maintenance.
Current wording
•Major maintenance. We expect total major maintenance for fiscal 2025 to be approximately $256.9 million, compared to major maintenance of $22.7 million in fiscal 2024. Increased major maintenance expectations for fiscal 2025 is due to a scheduled turnaround at our McPherson refinery. During the three months ended November 30, 2024, we paid $11.1 million in major maintenance.
Previous wording
•Debt and interest. We expect to repay approximately $9.6 million of long-term debt and finance lease obligations and incur interest payments related to long-term debt of approximately $88.3 million during fiscal 2024. During the nine months ended May 31, 2024, we repaid $6.5 million of scheduled long-term debt maturities and finance lease obligations.
Current wording
•Debt and interest. We expect to repay approximately $339.6 million of long-term debt and finance lease obligations and incur interest payments related to long-term debt of approximately $101.7 million during fiscal 2025. During the three months ended November 30, 2024, we repaid $1.1 million of scheduled long-term debt maturities and finance lease obligations.
Previous wording
•Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding as of May 31, 2024. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2024. Dividends paid on our preferred stock during the nine months ended May 31, 2024, were $126.5 million.
Current wording
•Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding as of November 30, 2024. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2025. Dividends paid on our preferred stock during the three months ended November 30, 2024, were $42.2 million.
Previous wording
•Patronage. Our Board of Directors has authorized approximately $365.0 million of our fiscal 2023 patronage-sourced earnings to be paid to our member-owners during fiscal 2024. During the nine months ended May 31, 2024, we distributed $366.0 million of cash patronage related to the year ended August 31, 2023.
Current wording
•Patronage. Our Board of Directors authorized approximately $300.0 million of our fiscal 2024 patronage-sourced earnings to be paid to our member-owners during fiscal 2025.
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•Equity redemptions. Our Board of Directors has authorized equity redemptions of up to $365.0 million to be distributed in fiscal 2024 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members. During the nine months ended May 31, 2024, we redeemed $342.1 million of member equity.
Current wording
•Equity redemptions. Our Board of Directors authorized approximately $300.0 million of equity redemptions to be distributed in fiscal 2025 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members. During the three months ended November 30, 2024, we redeemed $9.8 million of member equity.
Previous wording
We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short- and long-term operations. 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 all debt covenants and restrictions as of May 31, 2024. Based on our current fiscal 2024 projections, we expect continued covenant compliance.
Current wording
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 all debt covenants and restrictions as of November 30, 2024. Based on our current fiscal 2025 projections, we expect continued covenant compliance.
Previous wording
As of May 31, 2024, working capital increased by $21.6 million compared to August 31, 2023. Current asset balance changes decreased working capital by $668.4 million, primarily driven by a decrease in our cash balance, which was partially offset by increases in receivables and supplier advance payments, all of which were driven by seasonality in our business. Current liability balance changes increased working capital by $690.0 million, primarily due to a decrease in dividends and equities payable as payments were made, as well as notes and accounts payable, which were driven by seasonality in our business.
Current wording
As of November 30, 2024, working capital decreased by $19.1 million compared to August 31, 2024. Current asset balance changes increased working capital by $649.4 million, primarily driven by increases in inventories and receivables, which were driven by the fall harvest. Current liability balance changes decreased working capital by $668.6 million, primarily due to increases in accounts payable, which were also driven by the fall harvest.
Previous wording
For information regarding our estimated contractual obligations, see the MD&A discussion included in Item 7 of Part II of our Annual Report on Form 10-K for the year ended August 31, 2023. No material changes occurred during the nine months ended May 31, 2024.
Current wording
For information regarding our estimated contractual obligations, see the MD&A discussion included in Item 7 of Part II of our Annual Report on Form 10-K for the year ended August 31, 2024. No material changes occurred during the three months ended November 30, 2024.
Previous wording
The following table presents summarized cash flow data for the nine months ended May 31, 2024 and 2023:
Current wording
The following table presents summarized cash flow data for the three months ended November 30, 2024 and 2023:
Previous wording
Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions. The $1.8 billion decrease in cash provided by operating activities primarily reflects increased receivables and inventories, as well as decreased net income during the first nine months of fiscal 2024 compared to the same period during fiscal 2023.
Current wording
Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions. The $146.4 million increase in cash used in operating activities primarily reflects decreased accounts payable, as well as decreased net income, which was partially offset by a decrease in receivables, during the first three months of fiscal 2025 compared to the same period during fiscal 2024.
Previous wording
The $131.6 million decrease of cash used in investing activities primarily reflects lower expenditures for major maintenance during the first nine months of fiscal 2024, compared to the same period during fiscal 2023, as well as timing differences in borrowings and payments for CHS Capital notes receivable. Decreases were partially offset by higher acquisitions of property, plant and equipment during the first nine months of fiscal 2024, compared to the same period during fiscal 2023.
Current wording
The $92.9 million decrease of cash used in investing activities primarily reflects increased proceeds from the sale of investments. Decreases were partially offset by timing differences in borrowings and payments for CHS Capital notes receivable, as well as higher acquisitions of property, plant and equipment during the first three months of fiscal 2025, compared to the same period during fiscal 2024.
Previous wording
(c) Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of 6.75% per year until September 30, 2024, and then will fix at a rate of 6.75% based on the terms of the contract and application of the Adjustable Rate (LIBOR) Act.
Current wording
(c) 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.
Previous wording
Our critical accounting policies as presented in the MD&A in our Annual Report on Form 10-K for the year ended August 31, 2023, have not materially changed during the nine months ended May 31, 2024.
Current wording
Our critical accounting policies as presented in the MD&A in our Annual Report on Form 10-K for the year ended August 31, 2024, have not materially changed during the three months ended November 30, 2024.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Current report — wording carried from elsewhere
The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Current report — wording carried from elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Current report — wording carried from elsewhere
The following waterfall analysis and commentary presents the changes in our Energy segment COGS for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Current report — wording carried from elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the three months ended November 30, 2024, compared to the same period during the prior fiscal year:
Current report — wording carried from elsewhere
We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short-term (the next 12 months) and long-term (beyond 12 months) operations.
Rearranged previous paragraphs (31)
Previous report — wording carried elsewhere
•The IBIT decrease was partially offset by lower costs for RINs in our refined fuels business, which contributed to lower costs of $65.6 million.
Previous report — wording carried elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the three months ended May 31, 2024, compared to the same period during the prior year:
Previous report — wording carried elsewhere
The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the three months ended May 31, 2024, compared to the same period during the prior year:
Previous report — wording carried elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the three months ended May 31, 2024, compared to the same period during the prior year:
Previous report — wording carried elsewhere
◦$138.6 million decrease for oilseed processing; and
Previous report — wording carried elsewhere
The following waterfall analysis and commentary presents the changes in our Energy segment COGS for the three months ended May 31, 2024, compared to the same period during the prior year:
Previous report — wording carried elsewhere
The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the three months ended May 31, 2024, compared to the same period during the prior year:
Previous report — wording carried elsewhere
◦$95.2 million decrease for renewable fuels resulting from lower input costs.
Previous report — wording carried elsewhere
*Amounts less than 0.1% are shown as zero percent. Percentage totals may differ due to rounding.
Previous report — wording carried elsewhere
The charts below detail revenues, net of intersegment revenues, and IBIT by reportable segment for the nine months ended May 31, 2024. Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses but not revenues.
Previous report — wording carried elsewhere
Income Before Income Taxes by Segment
Previous report — wording carried elsewhere
*See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
Previous report — wording carried elsewhere
The change in Energy segment IBIT reflects the following:
Previous report — wording carried elsewhere
•Lower crack spreads and decreased WCS crude oil discounts resulted from global market conditions, which contributed to a $573.9 million decrease of IBIT.
Previous report — wording carried elsewhere
*See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
Previous report — wording carried elsewhere
The change in Ag segment IBIT reflects the following:
Previous report — wording carried elsewhere
*For additional information, see Note 5, Investments, of the notes to the unaudited condensed consolidated financial statements that are included in this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
The change in Energy segment revenues reflects the following:
Previous report — wording carried elsewhere
The change in Ag segment revenues reflects the following:
Previous report — wording carried elsewhere
•Decreased selling prices across most of our Ag segment product categories due to global market conditions during the first nine months of fiscal 2024, including:
Previous report — wording carried elsewhere
◦$315.4 million decrease for oilseed processing; and
Previous report — wording carried elsewhere
*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses but not revenues.
Previous report — wording carried elsewhere
Cost of Goods Sold by Segment
Previous report — wording carried elsewhere
The change in Energy segment COGS reflects the following:
Previous report — wording carried elsewhere
The change in Ag segment COGS reflects the following:
Previous report — wording carried elsewhere
•Lower costs across most of our Ag segment product categories during the first nine months of fiscal 2024, including:
Previous report — wording carried elsewhere
◦$4.5 billion decrease for grain and oilseed primarily driven by lower pricing due to global market conditions;
Previous report — wording carried elsewhere
◦$1.3 billion decrease for wholesale and retail agronomy products driven by lower prices;
Previous report — wording carried elsewhere
There were no significant changes on a dollar basis to COGS in our Nitrogen Production segment or Corporate and Other during the nine months ended May 31, 2024, compared to the same period during the prior year.
Previous report — wording carried elsewhere
*For additional information, see Note 5, Investments, of the notes to the condensed consolidated financial statements that are included in this Quarterly Report on Form 10-Q.
Previous report — wording carried elsewhere
Decreased income tax expense during the nine months ended May 31, 2024, resulted primarily from the recognition of research and development tax credits as well as lower nonpatronage income during the period. Effective tax rates for the nine months ended May 31, 2024 and 2023, were 2.1% and 3.9%, respectively. Federal and state statutory rates of 24.5% and 24.7% were applied to nonpatronage business activity for the nine months ended May 31, 2024 and 2023, respectively. Income taxes and effective tax rates vary each year based on profitability, income tax credits, nonpatronage business activity and current equity management assumptions.