Table of Contents


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-K


þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year endedAugust 31, 20172019
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from          to          .

Commission file number: 001-36079

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


SECURITIES REGISTERED PURSUANT TO SECTIONSecurities registered pursuant to Section 12(b) OF THE ACT:of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
8% Cumulative Redeemable Preferred StockCHSCPThe NASDAQNasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1CHSCOThe NASDAQNasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2CHSCNThe NASDAQNasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3CHSCMThe NASDAQNasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4CHSCLThe NASDAQNasdaq Stock Market LLC
(Title of Class)(Name of Each Exchange on Which Registered)



SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o NO þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO þ

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: þ

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

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

The Registrant has no voting or non-voting common equity (the Registrant is a member cooperative).

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

The Registrant has no common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.
 



INDEX
  
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PART I.I

ITEM 1.    BUSINESS

THE COMPANY

CHS Inc. (referred to herein as “CHS,” “we”"CHS," "we," "us" or “us”"our") is the nation’s leading integrated agricultural cooperative, providing grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers and ranchers and their member cooperatives (referred to herein as “members”"members") across the United States. We also have preferred shareholders that own shares of our five series of preferred stock, which are each listed and traded on the NASDAQNasdaq Global Select Market. We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including our members and other non-member customers), both domestically and internationally. We provide a wide variety of products and services, ranging from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products to agricultural outputs that include grains and oilseeds, grain and oilseed processing, 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 equity investments and joint ventures is included as a component inof our net income underusing the equity method of accounting. For the year ended August 31, 2017,2019, our total revenues were $31.9 billion and net income attributable to CHS Inc. was $127.9$829.9 million.

We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through the origination and marketing of grain, including:including service activities conducted at export terminals; through wholesale agronomy sales of crop nutrients;nutrient and crop protection products; from sales of soybean meal, soybean refined oil and soyflour products; through the production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, feed and farm supplies. Our Ag segment also records equity income from our grain export joint venture and other investments. Our Nitrogen Production segment consists solely of and came into existence upon, our equity method investment in CF Industries Nitrogen, LLC (“("CF Nitrogen”), which was completed in February 2016. The addition of our Nitrogen Production segment did not have any impact on historically reported segment results and balances. Our Foods segment consists solely of our equity method investment in Ventura Foods, LLC (“Ventura Foods”Nitrogen"). Prior to August 31, 2016, our equity method investment in Ventura Foods was reported as a component of Corporate and Other and, accordingly, reported segment results and balances prior to that time have been revised to reflect the addition of our Foods segment. We include ourOur other business operations, primarily our financing and hedging businesses, are included in Corporate and Other because of the nature of their products and services, as well as the relative amount of revenues offor those businesses. These businesses primarily includePrior to its sale on May 4, 2018, our financing, insurance hedgingbusiness was also included in Corporate and other service activities related to crop production.Other. In addition, our non-consolidated wheat milling operations, which are conducted through non-consolidatedand food production and distribution joint ventures are included in Corporate and Other.

Our earnings from cooperative business are allocated to members (and to a limited extent to non-members with which we have agreed to do business on a patronage basis) based on the volume of business they do with us. We allocate these earnings to our patrons in the form of patronage refunds (which are also called patronage dividends), which may be in cash, patrons’ equities (in the form of capital equity certificates), or both. Patrons' equities may be redeemed over time solely at the discretion of our Board of Directors. Earnings derived from non-members, which are not treated as patronage, are taxed at federal and state statutory corporate rates and are retained by us as unallocated capital reserve.reserves. We also receive patronage refunds from the cooperatives in which we are a member, if those cooperatives have earnings to distribute and if we qualify for patronage refunds from them.

Our origins date back to the early 1930s with the founding of our predecessor companies, Cenex, Inc. and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of those two entities in 1998, and is headquartered in Inver Grove Heights, Minnesota.

Our segment and international sales information in Note 11, Segment Reporting, of notes to consolidated financial statements that are included in this Annual Report on Form 10-K are incorporated by reference into the following segment descriptions.

Our internet address is www.chsinc.com. The information contained on our website is not part of, and is not incorporated in, this Annual Report on Form 10-K or any other report we file with or furnish to the Securities and Exchange Commission ("SEC").SEC.


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ENERGY
Overview

We are the nation’snation's largest cooperative energy company based on revenues and identifiable assets, with operations that include:include petroleum refining and pipelines; the supply, marketing and distribution of refined fuels (gasoline, diesel fuel and other energy products); the blending, sale and distribution of lubricants; and the wholesale supply of propane and other natural gas liquids. Our Energy segment processes crude oil into refined petroleum products at our refineries in Laurel, Montana and McPherson, Kansas and sells those products under the Cenex®Cenex® brand to member cooperatives and other independent retailers through a network of nearly 1,500 sites, the majority of which are convenience stores marketing Cenex®Cenex branded fuels.fuels and owned by our member cooperatives. For fiscal 2017,2019, our Energy revenues, after elimination of intersegment revenues, were $6.3$7.1 billion and were primarily from gasoline and diesel fuel.

Operations

Laurel Refinery.refinery. Our Laurel, Montana, refinery processes mediummedium- and high sulfurhigh-sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, petroleum coke and asphalt. Our Laurel Montana refinery sources approximately 93% of its crude oil supply from Canada, with the remaining balance obtained from domestic sources, and we have access to Canadian and northwest Montana crude oil through our wholly-owned Front Range Pipeline, LLC and other common carrier pipelines. Our Laurel Montana refinery also has access to Wyoming crude oil via common carrier pipelines from the south.

Our Laurel Montana facilityrefinery processes approximately 55,00061,000 barrels of crude oil per day to produce refined products that consist of approximately 43% gasoline, 41% diesel fuel and other distillates, 8% asphalt, and 7% petroleum coke and 1% other products. Refined fuels produced at our Laurel Montana refinery are available:available via rail cars and via the Yellowstone Pipeline to western Montana terminals and to Spokane, Washington; south via common carrier pipelines to Wyoming terminals and Denver, Colorado; and east via our wholly-owned Cenex Pipeline, LLC, to Glendive, Montana, and Minot, Prosper and Fargo, North Dakota.

McPherson Refinery.  refinery.Our McPherson, Kansas, refinery processes approximately 59% low61% low- and medium sulfurmedium-sulfur crude oil and approximately 41% heavy sulfur39% heavy-sulfur crude oil into gasoline, diesel fuel and other distillates, propane and other products. The refinery sources its crude oil through its own pipelines, as well as common carrier pipelines. The lowLow- and medium sulfurmedium-sulfur crude oil is sourced from Kansas, Colorado, North Dakota, Oklahoma and Texas, and the heavy sulfurheavy-sulfur crude oil is sourced from Canada.Canada and Wyoming.

Our McPherson Kansas refinery processes approximately 100,000110,000 barrels of crude oil per day to produce refined products that consist of approximately 55%52% gasoline, 38%42% diesel fuel and other distillates, and 3%2% propane and 4% other products. Approximately 22% of the refined fuelsThese products are either loaded into trucks at the McPherson Kansas refinery or shipped via its proprietary products pipeline to our terminal in Council Bluffs, Iowa. The remaining refined fuel products are shippedcommon carrier pipelines to other markets via common carrier pipelines.

Our McPherson, Kansas refinery was previously owned and operated by National Cooperative Refinery Association ("NCRA"). On September 1, 2015, we became the sole owner of the McPherson, Kansas refinery upon the final closing under our November 2011 agreement to purchase all of the noncontrolling interests in NCRA, which is now known as CHS McPherson Refinery Inc. ("CHS McPherson"). See Note 17, Acquisitions, of the notes to consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.markets.

Other Energy Operationsenergy operations. We ownoperate six propane terminals, four asphalt terminals, seven refined product terminals and three lubricants blending and packaging facilities. We also own and lease a fleet of liquid and pressure trailers and tractors, which are used to transport refined fuels, propane, anhydrous ammonia and other products.

Products and Services

Our Energy segment produces and sells (primarily wholesale) gasoline, diesel fuel, propane, asphalt, lubricants and other related products, and also provides transportation services. In addition to selling the products refined at our Laurel Montana, and McPherson Kansas refineries, we purchase refined petroleum products from third parties. For fiscal 2017,2019, we obtained approximately 68%70% of the refined petroleum products we sold from our Laurel Montana and McPherson Kansas refineries and approximately 32%30% from third parties.



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Sales and Marketing; Customers

We market approximately 80% of our refined fuel products to members, with the balance sold to non-members. Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex® trade name.Cenex brand. We sold approximately 1.61.5 billion gallons of gasoline and approximately 1.81.7 billion gallons of diesel fuel in fiscal 2017.2019. We also blend, package and wholesale auto and farm machinery lubricants to both members and non-members. We are one of the nation’s largest propane wholesalers based on revenues. Most of the propane sold in rural areas is for heating and agricultural usage. Annual sales volumes of propane vary greatly depending on weather patterns and crop conditions.


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Industry; Competition

The petroleum business is highly cyclical. Demand for crude oil and energy products is driven by the condition of local and worldwide economies, local and regional weather patterns and taxation relative to other energy sources, which can significantly affect the price of refined fuel products. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel usage by our agricultural customers is highest and is subject to domestic supply and demand forces. Other energy products, such as propane, maygenerally experience higher volumes and profitability during the winter heating and crop dryingcrop-drying seasons. More fuel-efficient equipment, reduced crop tillage, depressed prices for crops, weather conditions and government programs whichthat encourage idle acres may all reduce demand for our energy products.

Regulation. Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment’s operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the U.S. Environmental Protection Agency (the “EPA”("EPA"), the Department of Transportation (the “DOT”("DOT"), the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration, the Federal Energy Regulatory Commission and similar government agencies. These laws, regulations and rules govern: thegovern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and investigation and remediation of releases of hazardous materials. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use includingand governing bodies, such as the Chicago Mercantile Exchange (the “CME”("CME"), as well asthe New York Mercantile Exchange ("NYMEX") and the U.S. Commodity Futures Trading Commission (the “CFTC”("CFTC").

Competition. The petroleum refining and wholesale fuels business is very competitive. Among our competitors are some of the world’s largest integrated petroleum companies, which have their own crude oil supplies, distribution and marketing systems. We also compete with smaller domestic refiners and marketers in the midwestern and northwestern United States, with foreign refiners who import products into the United States and with producers and marketers in other industries supplying other forms of energy and fuels to consumers. Given the commodity nature of the end products, profitability in the industry depends largely on margins, as well as operating efficiency, product mix and costs of product distribution and transportation. The retail gasoline market is highly competitive, with competitors that are much larger than us and that have greater brand recognition and distribution outlets throughout the country and the world than we do. We are also experiencing increased competition from regional and unbranded retailers. Our owned and non-owned retail outlets are located primarily in the northwestern, midwestern and southern United States.

We market refined fuel products in five principal geographic areas. The first area includes the Midwest and northern plains.Northern Plains. Competition at the wholesale level in this area includes major oil companies, as well as independent refiners and wholesale brokers/suppliers. This area has a robust spot market and is influenced by the large refinery center along the gulf coast.Gulf Coast.

To the east of the Midwest and northern plainsNorthern Plains is another unique marketing area. This area centers near Chicago, Illinois, and includes eastern Wisconsin, Illinois and Indiana. In this area, we principally compete with the major oil companies, as well as independent refineriesrefiners and wholesale brokers/suppliers.

Another market area is located south of Chicago, Illinois. Most of this area includes Arkansas, Missouri and the northern part of Texas. Competition in this area includes the major oil companies and independent refiners. This area is principally supplied from the Gulf Coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance.

Another geographic area includes Montana, western North Dakota, Wyoming, Utah, Idaho, Colorado and western South Dakota. Competition at the wholesale level in this area includes the major oil companies and independent refineries.


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refiners.

The last area includes much of Washington and Oregon. We compete with the major oil companies in this area. This area is known for volatile prices and an active spot market.


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AG
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AG
Overview

Our Ag segment includes our global grain marketing, country operations, crop nutrients,wholesale agronomy, processing and food ingredients and renewable fuels businesses. These businesses work together to facilitate the production, purchase, sale and eventual use of grain and other agricultural products within the United States, as well as internationally. In fiscal 2017,2019, revenues in our Ag segment were $25.6$24.7 billion after elimination of intersegment revenues, consisting principally of grain sales.

Operations

Grain Marketing.Global grain marketing. We are the nation’s largest cooperative marketer of grain and oilseed based on grain storage capacity and grain sales. Our global grain marketing operations purchase grain directly from agricultural producers and elevator operators primarily in the midwestern and western United States and indirectly through our country operations business. The purchased grain is typically contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitation of its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products. We also maintain locations in Europe, the Middle East, the Pacific Rim and South America for the marketing, merchandising andand/or sourcing of grains.grains and crop nutrients. We primarily conduct our global grain marketing operations directly, but do conduct some of our operations through joint ventures, including TEMCO, LLC, ("TEMCO"), a 50% owned joint venture with Cargill, Incorporated ("Cargill"), focused on exports.exports, primarily to Asia.

Country Operations.operations. Our country operations business operates 482470 agri-operations locations through 4843 business units dispersed throughout the midwestern and western United States and Canada.States. Most of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service. We also manufacture animal feed through eight owned plants and fourthree limited liability companies and process sunflowers for human food and other uses.companies.

Crop Nutrients.Wholesale agronomy. Our wholesale agronomy business includes our wholesale crop nutrients and wholesale crop protection businesses. Our wholesale crop nutrients business delivers products directly to our customers and our country operations business from the manufacturer or through our twenty-one18 inland and river warehouse terminals and other non-owned storage facilities located throughout the United States. To supplement what is purchased domestically, our Galveston, Texas, deep waterdeep-water port and terminal receives fertilizer by vessel from origins such as Asia and the Caribbean basinBasin where significant volumes of urea are produced. The fertilizer is then shipped by rail to destinations within crop producingcrop-producing regions of the United States. Our wholesale crop protection business operates out of our network of 32 warehouses from which we deliver products directly to our member cooperatives and independent retailers. We also operate a bulk chemical rail terminal in Brooten, Minnesota, where we handle and store bulk crop protection products for some of the crop protection industry’s largest chemical manufacturers. This facility has approximately 6 million gallons of chemical storage capacity.

Processing and Food Ingredients.food ingredients. Our processing and food ingredients operations are conducted at facilities that can crush approximately 127128 million bushels of oilseeds on an annual basis, producing approximately 2.8 million short tons of meal/flour and 1.61.5 billion pounds of edible oil annually. We also have operations where we further process soyflour for use in the food/snack industry. We purchase our oilseeds from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and country operations business. 

Renewable fuels. Our renewable fuels business produces 260266 million gallons of fuel grade ethanol and 700662 thousand tons of dried distillers grains with solubles (“DDGS”("DDGS") annually. We also market over 580Renewable fuels produced by our production plants are marketed by our global grain marketing business, along with more than 520 million gallons of ethanol and 4.5 million tons of DDGS annually under marketing agreements for otherwith ethanol production plants.

Products and Services

Our Ag segment provides local cooperatives and farmers with the inputs and services they need to produce grain and raise livestock. These include seed, crop nutrients, crop protection products, animal feed, animal health products, refined fuels and propane. We also buy and merchandise grain in both domestic and international markets. With a portion of the grain we purchase we produce renewable fuels, including ethanol and DDGS. We also produce refined oils, meal and soyflour at our processing facilities.


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Sales and Marketing; Customers

Our Ag segment provides products and services to a wide range of customers, primarily in the United States. These customers include member and non-member producers, local cooperatives, elevators, grain dealers, grain processors and crop nutrient retailers. We sell our edible oils and soyflour to food companies. The meal we produce is sold to integrated livestock producers and feed mills. The ethanol and DDGS we produce are sold throughout the United States and intoto various international locations.

Industry; Competition

Many of the business activities in our Ag segment are highly seasonal and, consequently, the operating results for our Ag segment will typically vary throughout the year. For example, our country operations business generally experiences higher volumes and crop nutrients businessesincome during the fall harvest and spring planting seasons and our agronomy business generally experienceexperiences higher volumes and income during the spring planting season and in the fall, which corresponds to harvest.season. In addition, our Ag segment operations may be adversely affected by relative levels of supply and demand, both domestic and international, commodity price levels and transportation costs and conditions. Supply is affected by weather conditions, plant disease, insect damage, acreage planted and government regulations and policies. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, the affluence of foreign countries, acts of war, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, population growth, the level of per capita consumption of some products and the level of renewable fuels production.production levels.

Regulation. Our Ag operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern: thegovern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; the labeling of pesticides and similar substances; and the investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party who sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault. Our global grain marketing operations, country operations business, processing and food ingredient operations and renewable fuel operations are also subject to laws and related regulations and rules administered by the United StatesU.S. Department of Agriculture (the ”USDA”("USDA"), the United StatesU.S. Food and Drug Administration (the “FDA”("FDA") and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products. The hedging transactions and activities of our global grain marketing, country operations, processing and food ingredient and renewable fuels businesses are subject to the rules and regulations of the exchanges we use includingand governing bodies, such as the CME, as well asthe Chicago Board of Trade ("CBOT"), the Minneapolis Grain Exchange ("MGEX") and the CFTC.

Competition. In our Ag segment, we have significant competition in the businesses in which we operate based principally on price, services, quality, patronage and alternative products. Our businesses are dependent upondepend on relationships with local cooperatives and private retailers, proximity to the customers and producers, and competitive pricing. We compete with other large distributors of agricultural products, as well as other regional or local distributors, local cooperatives, retailers and manufacturers.

NITROGEN PRODUCTION

Overview
    
Our Nitrogen Production segment consists solely of our 11.4%approximate 10% membership interest (based on product tons) in CF Nitrogen, our strategic venture with CF Industries Holdings, Inc. ("CF Industries"). In February 2016, in connection with our investment in CF Nitrogen, we entered into an 80-year supply agreement with CF Nitrogen that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate (“UAN”("UAN") annually for ratable delivery. We account for our CF Nitrogen investment using the hypothetical liquidation at book value method and on August 31, 2017,2019, our investment was approximately $2.8$2.7 billion.

Our investment in CF Nitrogen positions us and our members for long-term dependable fertilizer supply, supply chain efficiency and production economics. In addition, the ability to source product from CF Nitrogen production facilities under our supply agreement benefits our members and customers through strategically positioned access to essential fertilizer products.


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Operations

CF Nitrogen has four production facilities located in:in Donaldsonville, Louisiana;Louisiana, Port Neal, Iowa;Iowa, Yazoo City, Mississippi;Mississippi, and Woodward, Oklahoma. Natural gas is the principal raw material and primary fuel source used in the ammonia production process. CF Nitrogen has access to competitively-pricedcompetitively priced natural gas through a reliable network of pipelines that are connected to major natural gas trading hubs near its production facilities.

Products and Services

CF Nitrogen produces nitrogen-based products, including methanol, UAN and urea and related products.

Sales and Marketing; Customers

CF Nitrogen has three customers, including usCHS and two consolidated subsidiaries of CF Industries.

Industry; Competition

Regulation. CF Nitrogen is subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA and similar government agencies. These laws, regulations and rules govern: thegovern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; the handling and disposal of wastes and other materials; and the investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party who sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault.

Competition. CF Nitrogen competes primarily on delivered price and, to a lesser extent, on customer service and product quality. CF Nitrogen competes domestically with a variety of large companies in the fertilizer industry. There is also significant competition from products sourced from other regions of the world.

CORPORATE AND OTHER


FOODSCHS Capital. Our wholly-owned financing subsidiary, CHS Capital, LLC ("CHS Capital"), provides cooperative associations with a variety of loans that meet commercial agriculture needs. These loans include operating, term, revolving and other short- and long-term options. CHS Capital also provides loans to individual producers for crop inputs, feed and hedging-related margin calls. Producer operating loans are also offered in strategic geographic regions.

OverviewCHS Hedging. Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered futures commission merchant and a clearing member of the CBOT, the CME and the MGEX. CHS Hedging provides consulting services and commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets.

OurWheat milling. Ardent Mills, LLC ("Ardent Mills"), the largest flour miller in the United States, was formed as a joint venture with CHS, Cargill and ConAgra Foods, segment consists solelyInc., which combined the North American flour milling operations of its three parent companies, including assets from our existing joint venture milling operations Horizon Milling, LLC, Horizon Milling, ULC, and CHS-owned mills. In connection with the formation of Ardent Mills, the joint venture parties entered into various ancillary and non-compete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. We hold a 12% interest in Ardent Mills and account for our investment as an equity method investment due to our ability to exercise significant influence through our ability to appoint a member of the Board of Shareholders and Board of Managers. On August 31, 2019, our investment in Ardent Mills was $209.0 million.

Foods. Ventura Foods, whichLLC ("Ventura Foods") is a joint venture between CHS and Wilsey Foods, Inc., a majority-owned subsidiary of MBK USA Holdings, Inc., with each parent company owning a 50% interest. Ventura Foods produces vegetable oil-based products, such as packaged frying oils, margarine, mayonnaise, salad dressings and other food products. Ventura Foods was formed in 1996,products, and is owned 50% by us and 50% by Wilsey Foods, Inc., a majority-owned subsidiary of MBK USA Holdings, Inc. We account for our Ventura Foods investment under the equity method of accounting, and on August 31, 2017, our investment was $347.0 million.

Operations

Ventura Foods currently has 16 manufacturing and distribution locations across the United States and Canada. Ventura Foods sources its raw materials, which consist primarily of soybean oil, canola oil, palm/coconut oil, peanut oil and other ingredients and supplies, from various nationaldomestic and overseas suppliers, including our oilseed processing operations.

Products and Services

We account for our investment in Ventura Foods manufactures, packagesusing the equity method of accounting and, distributes frying oils, margarine, mayonnaise, salad dressings, sauces and other food products, many of which utilize soybean oil as a primary ingredient. Approximately 35% of Ventura Foods’ sales comes from products for which Ventura Foods owns the brand, and the remainder comes from non-branded items and products it produces for third parties. A variety of Ventura Foods’ product formulations and processes are proprietary to Ventura Foods or its customers.on August 31, 2019, our investment was $374.5 million.


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Sales and Marketing; Customers

Ventura Foods sells the products it manufactures to foodservice distribution companies, large national foodservice operators and food manufacturers. Ventura Foods also manufactures a number of products for third parties as a contract manufacturer. Ventura Foods sales are approximately 60% in foodservice and the remainder is split between retail and industrial customers who use edible oils as ingredients in products they manufacture for resale.

Industry; Competition

Regulation. Ventura Foods is subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern: the discharge of materials into the environment, air and water; reporting storage of hazardous wastes and other hazardous materials; the transportation, handling and disposal of wastes and other materials; and the investigation and remediation of releases of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property, and a party who sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault. Ventura Foods is also subject to laws and related regulations and rules administered by the USDA, the FDA and other federal, state, local and foreign governmental agencies that govern the processing, packaging, storage, distribution, advertising, labeling, quality and safety of food products. Failure to comply with these laws, regulations and rules could subject Ventura Foods to administrative penalties, injunctive relief, civil remedies and possible recalls of products.

Competition. Ventura Foods competes with a variety of companies in the food manufacturing industry. Competitors in the frying oils segment of the business include multi-national oilseed processing companies as well as smaller oil packaging firms. Ventura Foods also competes with large consumer packaged goods companies and smaller regional manufacturers that produce dressings, sauces, margarine and mayonnaise for the foodservice, retail and industrial sectors. Competitive dynamics vary by product category. In commodity categories such as frying oils, price and service are significant factors in customer decisions. For value added products, such as dressings and sauces, service and culinary capabilities play a larger role in securing new business and maintaining customer relationships.

CORPORATE AND OTHER

Business Solutions

CHS Capital.  Our wholly-owned finance company subsidiary, CHS Capital, LLC (“CHS Capital”), provides cooperative associations with a variety of loans that meet commercial agriculture needs, including operating, term, revolving and other short and long-term options. It also provides loans to individual producers, including crop inputs, feed, term and margin calls. In addition, CHS Capital provides open account financing to our cooperative association members, through arrangements that involve the discretionary extension of credit in the form of a clearing account for settlement of grain purchases and as a cash management tool. During the third quarter of fiscal 2017 it was determined CHS Capital would no longer make new term loans to producers. Subsequently, we also determined that beginning in fiscal 2018, CHS Capital would no longer make new operating loans to producers, but would continue to make loans to producers to finance crop inputs only.

CHS Hedging.  Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC (“CHS Hedging”), is a registered Futures Commission Merchant and a clearing member of both the Chicago Board of Trade and the Minneapolis Grain Exchange. CHS Hedging provides full-service commodity risk management services primarily to agricultural producers and commercial agribusinesses in the areas of agriculture and energy.

CHS Insurance.  Our wholly-owned subsidiary, CHS Insurance Services, LLC (“CHS Insurance”), is a full-service independent agency that offers property and casualty insurance, surety bonds, safety resources, employment services and group benefits. The customer base consists primarily of participants in the agribusiness, construction, energy and processing industries. Impact Risk Funding, Inc. PCC, a wholly-owned subsidiary of CHS Insurance, is a protected cell captive insurance entity used to provide alternative risk financing options for customers.

Wheat Milling

In January 2002, we formed a joint venture with Cargill named Horizon Milling, LLC (“Horizon Milling”), in which we held an ownership interest of 24%, with Cargill owning the remaining 76%. Horizon Milling was the largest U.S. wheat miller based on output volume, and we owned five mills that we leased to Horizon Milling. During fiscal 2007, we expanded this operation with the formation of Horizon Milling G.P. (24% CHS ownership with Cargill owning the remaining 76%), a

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joint venture that acquired a Canadian grain-based foodservice and industrial business, which included two flour milling operations and two dry baking mixing facilities in Canada.

In fiscal 2014, we formed Ardent Mills, LLC (“Ardent Mills”), the largest flour miller in the United States, as a joint venture with Cargill and ConAgra Foods, Inc., which combined the North American flour milling operations of the three parent companies, including assets from our existing joint venture milling operations Horizon Milling and Horizon Milling, ULC and CHS-owned mills, with CHS holding a 12% interest in Ardent Mills. In connection with the formation of Ardent Mills, the joint-venture parties also entered into various ancillary and non-compete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. We account for our investment in Ardent Mills as an equity method investment due to our ability to exercise significant influence through our ability to appoint a member of the Board of Shareholders and Board of Managers. On August 31, 2017, our investment in Ardent Mills was $206.5 million.

EMPLOYEES

On August 31, 2017,2019, we had 11,626 full,10,703 full-time, part-time, temporary and seasonal employees. Of that total, 2,8912,522 were employed in our Energy segment, 8,0137,418 were employed in our Ag segment and 722763 were employed in Corporate and Other. In addition to those individuals directly employed by us, many individuals work for joint ventures in which we have a 50% or less ownership interest, including employees of CF Nitrogen and Ventura Foods in our Nitrogen Production segment and Foods segments,Corporate and Other categories, respectively, and are not included in these totals.

Labor Relations
As of August 31, 2017,2019, we had 12 collective bargaining agreements with unions covering approximately 8.5%8% of our employees in the United States and Canada.States. These collective bargaining agreements expire on various dates from December 31, 2017, to June 30, 2021,through November 1, 2023, except thatfor one collective bargaining agreement covering 2024 pipeline employees, which renews automatically every September 1, unless 60 days’ notice of termination is given.

CHS AUTHORIZED CAPITAL

We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and non-member patrons.

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ITEM 1A.    RISK FACTORS

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K contains and our other publicly available documents may contain, and our officers, directors and other representatives may from time to time make, “forward-looking statements”"forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will”"anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our businesses, financial condition and results of operations, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our public filings made with the U.S. Securities and Exchange Commission, including in this “Risk Factors”"Risk Factors" discussion. Any forward-looking statements made by us in this Annual Report on Form 10-K are based only on information currently available to us and speak only as of the date on which the statement is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Reference to this Cautionary Statement in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those indicated in the forward-looking statement.

The following risk factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any particular forward-looking statement. The following risk factors should not be construed as exhaustive.

Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices.

Our revenues, results of operations and cash flows are affected by market prices for commodities such as crude oil, natural gas, ethanol, fertilizer, grain, oilseed, flour, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, the availability and adequacy of supply, government regulation and policies, and general political and economic conditions. We are also exposed to fluctuating commodity prices as the result of our inventories of commodities, typically grain, fertilizer and petroleum products, and purchase and sale contracts at fixed or partially fixed prices. At any time, our inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. We have processes in place to monitor exposures to these risks and engage in strategies, such as hedging, to manage these risks. If these controls and strategies are not successful in mitigating our exposure to these fluctuations, we could be materially and adversely affected. IncreasesChanges in market prices for commodities that we purchase without a corresponding increasechange in the priceselling prices of ourthose products or our sales volume or a decrease in our other operating expenses could reduce ourcan affect revenues and net income.operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and selling prices of those products can affect revenues and operating earnings.

For example, in our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices that we obtain for our refined products. The prices for both crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely. Factors influencing these prices, many of which are beyond our control, include:

levels of worldwide and domestic supplies;

capacities of domestic and foreign refineries;

the ability of the members of the Organization of Petroleum Exporting Countries (“OPEC”("OPEC") to agree to and maintain oil price and production controls, and the price and level of imports;

disruption in supply;


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disruption in supply;

political instability or armed conflict in oil-producing regions;

the level of demand from consumers, agricultural producers and other customers;

the price and availability of alternative fuels;

the availability of pipeline capacity; and

domestic and foreign governmental regulations and taxes.

The long-term effects of these and other conditions on the prices of crude oil and refined petroleum products are uncertain and ever-changing. Increases in crude oil prices without a corresponding increase in the prices of our refined petroleum products, and decreases in crude oil prices with larger corresponding decreases in the prices of our refined petroleum products, would reduce our net income. Accordingly, we expect our margins on, and the profitability of our energy business to fluctuate, possibly significantly, over time.

Our revenues, results ofGovernment policies, mandates, regulations and trade agreements could adversely affect our operations and cashprofitability. 

Our business is subject to numerous government policies, mandates and regulations that could have an adverse effect on our operations or profitability. For example, government policies, mandates and regulations related to genetically modified organisms, traceability standards, product safety and labeling and renewable and low carbon fuels could have an adverse effect on our operations or profitability by, among other things, influencing planting of certain crops, location and size of crop production, trade of processed and unprocessed commodity products, volumes and types of imports and exports, the availability and competitiveness of feedstocks as raw materials and viability and volume of certain of our products. In our Energy segment, government policies, mandates and regulations designed to stop or impede the development or production of oil, such as those limiting or banning use of hydraulic fracturing, drilling or oilsands production, could adversely affect our operations and profitability.

In addition, changes in international trade agreements and trade disputes can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions. In many countries around the world, historical free trade relationships are being challenged. For example, the U.S. government has imposed tariffs on certain products imported into the United States, which has resulted in reciprocal tariffs from other countries, including countries where we operate and/or into which we import products, such as imports of U.S. soybeans into China. In addition, the U.S. government has indicated its intent to renegotiate or potentially terminate certain existing international trade agreements and it is unclear what changes, if any, will be made to international trade agreements that are relevant to our business activities. These actions have created uncertainty between the United States and other nations, including countries where we operate, and have led to significant volatility in commodity prices, disruptions in historical trade flows and shifts in planting patterns in the United States and South America, all of which have resulted in reduced volumes of grain exports overall and have presented challenges and uncertainties for our business. Changes in trade policy, withdrawals from or material modifications to relevant international trade agreements and continued uncertainty could be materiallydepress economic activity and restrict our access to suppliers and customers. Tariffs and trade restrictions that are implemented on products that we buy and/or sell could increase the cost of those products or adversely affectedaffect the availability of market access. These cost increases and market changes could adversely affect demand for our products and reduce margins, which could have a material adverse effect on our business and our earnings. In addition, the U.S. government can prevent or restrict us from doing business in or with other countries. These restrictions and those of other governments could limit our ability to gain access to business opportunities in various countries.
We are subject to political, economic, legal and other risks of doing business globally. 

We are a global business and are exposed to risks associated with having global operations. These risks include, but are not limited to, risks relating to terrorism, war, civil unrest, changes in a country's or region's social, economic or political conditions, changes in local labor conditions and regulations, changes in safety and environmental regulations, changes in regulatory or legal environments, restrictions on currency exchange activities, currency exchange fluctuations, price controls on commodities, taxes and doing business in countries or regions with inadequate infrastructure and logistics challenges. In particular, some countries where we operate lack well-developed legal systems or have not adopted clear legal and regulatory frameworks. This lack of legal certainty exposes our operations to increased risks, including increased difficulty in enforcing

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our agreements in those jurisdictions and increased risk of adverse actions by local government authorities, such as unilateral or forced renegotiation, modification or nullification of existing agreements or expropriations.

Our business and operations and demand for our products are highly dependent on certain global and domestic economic conditions, downturnsregional factors that are outside our control and risks.that could adversely impact our business.

The level of demand for our products is affected by global and regional demographics and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth or recessionary conditions in major geographic regions may lead to a reduced demand for agricultural commodities, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Additionally, weakWeak global economic conditions and adverse conditions in financial and capital markets may adversely impact the financial condition and liquidity of some of our customers, suppliers and other counterparties, which could have a material adverse effect on our customers' ability to pay for our products and on our business, financial condition, liquidity, results of operations and prospects.

Our revenues originatedAdditionally, planted acreage and consequently the volume of fertilizer and crop protection products applied, is partially dependent on government programs, grain prices and the perception held by producers of demand for production, all of which are outside ofour control. Moreover, our business and operations may be affected by weather conditions that are outside our control. For example:

Weather conditions during the United States were approximately 23% of consolidated net sales in fiscal 2017. Asspring planting season and early summer crop nutrient and crop protection application season affect agronomy product volumes and profitability.

Adverse weather conditions, such as heavy snow or rainfall and any flooding as a result we are exposed to risks associated with having global operations, including currency, economicthereof, may cause transportation delays and increased transportation costs, or political instabilitydamage physical assets, especially facilities in the international marketslow-lying areas near coasts and river banks or situated in hurricane-prone and rain-susceptible regions.

Changes in weather patterns may shift periods of demand for products or even regions in which we do business, including Brazil, the southern coneour products are produced or distributed, which could require us to evolve our procurement and distribution processes.

Significant changes in water levels (up or down, as a result of South America, Europe, the Middle Eastflooding, drought or otherwise) may cause changes in agricultural activity, which could require changes to our operating and distribution activities, as well as significant capital improvements to our facilities.

We may experience increased insurance premiums and deductibles, or decreases in available coverage, for our assets in areas subject to adverse weather conditions.

Emerging sustainability and other environmental priorities outside our control could also affect agricultural practices and future demand for agronomy products applied to crops and the Asia Pacific region.

Also, a significant portionvolume of any such application. Accordingly, factors outside our business activities are conducted in Canada, Mexicocontrol could materially and China. At this time, it is unclear what changes, if any, will be made to existing international trade agreements that are relevant for purposes ofadversely affect our business activities, including the North American Free Trade Agreement. Any U.S. withdrawal from, or material modification to, a relevant international trade agreement could have a material adverse effect on our business, financial condition, liquidity,revenues, results of operations and prospects.cash flows.

Our revenues, margins, results of operations and cash flows could be materially and adversely affected if our members were to do business with others rather than with us.

We do not have an exclusive relationship with our members and our members are not obligated to supply us with their products or purchase products from us. Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues and margins would decline and our results of operations and cash flows could be materially and adversely affected.

We are exposed to the risk of nonperformance and nonpayment by counterparties.

We are exposed to the risk of nonperformance and nonpayment by counterparties, whether pursuant to contracts or otherwise. Risk of nonperformance and nonpayment by counterparties includes the inability or refusal of a counterparty to pay us, the inability or refusal to perform because of a counterparty’scounterparty's financial condition and liquidity or for any other reason, and also the risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than the then current market prices. In the event that we experience significant nonperformance or nonpayment by counterparties, our financial condition, results of operations and cash flows could be materially and adversely affected. For example, we store inventory in third-party warehouses, and the operators of these warehouses may not adequately store or secure our inventory, or they may improperly sell that inventory to someone else, which could expose us to a loss of the value of that inventory. In the

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event that we experience any such nonperformance by a third-party warehouse operator, our financial condition, results of operations and cash flows could be materially and adversely affected.

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We participate in highly competitive business markets and we may not be able to continue to compete successfully, which could have a material adverse effect on us.

We operate in several highly competitive business segments and our competitors may succeed in developing new or enhanced products that are better than ours, may be more successful in marketing and selling their products than we are, or may have more effective supply chain capability than we have. Competitive factors include price, service level, proximity to markets, access to transportation, product quality and marketing. In our business segments, we compete with certain companies that are larger and better known than we are and that have greater marketing, financial, personnel and other resources than we do. As a result, we may not be able to continue to compete successfully, with our competitors, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our business, profitability and liquidity may be adversely affected by the deterioration in the credit quality of, or defaults by, third parties who owe us money.

We extend credit to, make loans to and engage in other financing arrangements with individual producers, local cooperatives and other third parties around the world. When we do so, weWe incur credit risk and the risk of losses if our borrowers and others to which we extend credit do not repay their loans or perform their obligations to pay us the money they owe. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or for other reasons. If these counterparties do not pay us back, such that we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.

We are also subject to the risk that our rights against borrowers and other third parties that owe us money may not be enforceable in all circumstances, forcircumstances. For example, if a borrower or third party declaresmay declare bankruptcy. In addition, due to implications of the overall agricultural sector's extended period of depressed commodity prices and margins and weather-related impacts on production in 2019, among other factors, the credit quality of borrowers and other third parties whose obligations we hold could deteriorate, including a deterioration in the value of collateral posted by those parties to secure their obligations to us pursuant to purchase contracts, loan agreements or other contracts. If that deterioration occurs, the material adverse effects of third parties not performing their repayment obligations may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount owed to us. For example, certain loans and other financing arrangements we undertake with agricultural producers are typically secured by the counterparty’scounterparty's crops that are planted in the current year. There is a risk that the value of the crop will not be sufficient to satisfy the counterparty’s repayment obligations under the financing arrangement as a result of weather, crop growing conditions, other factors that influence the price, supply and demand for agricultural commodities or for other reasons.

In addition, disputes may arise as to the amount of collateral we are entitled to receive and the value of pledged assets. The terminationTermination of contracts and the foreclosure on collateral may subject us to claims for the improper exercise of our rights. Default rates, downgrades and disputes with counterparties as to the valuation of collateral increase significantly in times of market stress and illiquidity.

In respect ofto our lending activity, we evaluate the collectability of both commercial and producer loans on a specific identification basis, based on the amount and quality of the collateral obtained, and record specific loan loss reserves when appropriate. Consistent with accounting principles generally accepted in the United States ("U.S. GAAP"), a general reserve is also maintained based on historical loss experience and various qualitative factors. For other forms of credit, we establish reserves as appropriate and consistent with U.S. GAAP. The reserves represent our best estimate based uponon current facts and circumstances. Future developments or changes in assumptions may cause us to record adjustments to the reserves whichthat could materially and adversely affect our results of operations.

Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income significantly.

At this time, it is unclear what changes, if any, will be made to currentCurrent federal income tax laws, regulations and interpretations regarding the taxation of cooperatives which allow us to exclude income generated through business with or for a member (patronage income) from our taxable income. If any changes are made to such federal income tax laws, regulations or interpretations, or if in the future we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease.








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We incur significant costs in complying with applicable laws and regulations. Any failure to comply with these laws and regulations, or make the capital or other investments necessary to comply with these laws and regulations, could expose us to unanticipated expenditures and liabilities.

We are subject to numerous federal, state and local provisions regulating our business and operations. We incur and expect to incur significant capital and operating expenses to comply with these laws and regulations. We may be unable to pass on those expenses to customers without experiencing volume and margin losses. For example, the compliance burden and impact on our operations and profitability as a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”("Dodd-Frank") and related regulations continue to evolve, as federal agencies have implemented and continue to implement its many provisions through regulation. These efforts to change the regulation of financial markets subject users of derivatives, such as CHS, to extensive oversight and regulation by the CFTC. Such initiatives have imposed and may continue to impose additional costs on us, including operating and compliance costs, and the cost of fines or penalties in the event we do not comply, and could materially affect the availability, as well as the cost and terms, of certain transactions. Certain federal regulations, studies and reports addressing Dodd-Frank, including the regulation of swaps and derivatives, are still being implemented and others are being finalized. We will continue to monitor these developments. Any of these matters could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We establish reserves for the future cost of known compliance obligations, such as remediation of identified environmental issues. However, these reserves may prove inadequate to meet our actual liability. Moreover, amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of currently unknown compliance issues may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Furthermore, our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines and injunctions, criminal fines and penalties, and recalls of our products. For example, we regularly maintain hedges to manage the price risks associated with our commercial operations. These transactions typically take place on exchanges such as the CME. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and governing bodies, including the CME, as well asthe NYMEX, the CBOT, the MGEX and the CFTC. All exchanges have broad powers to review required records, to investigate and enforce compliance and to punish noncompliance by entities subject to their jurisdiction. The failureFailure to comply with such rules and regulations could lead to restrictions on our trading activities or subject us to enforcement action by the CFTC or a disciplinary action by the exchanges, which could lead to substantial sanctions.fines or penalties or limitations on our related operations. In addition, any investigation or proceeding by an exchange or the CFTC, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business financial condition, liquidity, results of operations and prospects.

The consequences of any U.S. Securities and Exchange Commission ("SEC") or other governmental authority's investigation with respect to certain rail freight contracts purchased in connection with our North American grain marketing operations could have a material adverse effect on our business.

In connection with the preparation of our Annual Report on Form 10-K for the year ended August 31, 2018, our management noted potentially excessive valuations in net derivative asset valuations relating to certain rail freight contracts purchased in connection with our North American grain marketing operations. Following the identification of these potentially excessive valuations, we engaged external counsel, which engaged forensic accountants to work with our management under the oversight of the Audit Committee of our Board of Directors to conduct an investigation. The investigation concluded there were misstatements in the consolidated financial statements included in certain of our filings with the SEC that were due to intentional misconduct by a former employee in our rail freight trading operations, and due to rail freight contracts and certain non-rail freight contracts not meeting technical accounting requirements to qualify as derivative financial instruments. The misconduct consisted of the former employee manipulating the mark-to-market valuation of railcars that were the subject of rail freight purchase contracts and manipulating the quantity of railcars included in the monthly mark-to-market valuation. In addition, the investigation revealed intentional misstatements that were made by the former employee to our external auditor in connection with its audit of our consolidated financial statements for the year ended August 31, 2017. During the course of, and as a result of, the investigation, we terminated the employee. The Audit Committee of our Board of Directors and our legal counsel reported the findings of the investigation to our Board of Directors and to our independent registered public accounting firm and have discussed evidence uncovered and conclusions reached in the investigation with the staff of the Division of Enforcement of the SEC. Although we are not aware that any formal investigation or inquiry has been commenced, we are cooperating, and will continue to fully cooperate with, the staff of the Division of Enforcement of the SEC in any ongoing review of these matters. We are unable at this time to predict when the SEC Division of Enforcement's review of these matters will be completed or what regulatory or other outcomes may result. If the SEC or any other governmental authority determines that violations of certain laws or regulations occurred, we could be exposed to a broad range of civil and criminal sanctions. Although we are currently unable to predict what actions the SEC or any other governmental authority might take, or what the

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likely outcome of any such actions might be, or estimate the range of reasonably possible fines or penalties, such actions, fines and/or penalties could be material, resulting in a material adverse effect on our business, prospects, reputation, financial condition, results of operations or cash flows. Even if an inquiry or investigation does not result in an adverse determination, our business, prospects, reputation, financial condition, results of operations or cash flows could be adversely impacted. In addition, the expenses incurred in connection with the ongoing review or any investigation by the SEC or any other governmental authority, and the diversion of the attention of our management that could occur as a result thereof, could adversely affect our business, financial condition, results of operations or cash flows.

We are subject to the Foreign Corrupt Practices Act of 1977 and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations, and any noncompliance with those laws and regulations by us or others acting on our behalf could have a material adverse effect on our business, financial condition and results of operations.

We operate on a global basis and are subject to anti-corruption, anti-bribery and anti-kickback laws and regulations, including the Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”("FCPA"). The FCPA and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations in other jurisdictions generally prohibit companies and their intermediaries or agents from making improper payments to government officials or any other persons for the purpose of obtaining or retaining business. We operate and sell our products in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances strict compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations may conflict with local customs and practices. In addition, in certain countries, we engage third-party agents or intermediaries to act on our behalf.behalf and/or conduct all or a portion of our operations through joint venture partners, including in those countries with a high risk for corruption. If any of these third parties violate applicable anti-corruption, anti-bribery or anti-kickback laws or regulations, we may be liable for those violations. We have policies in place prohibiting employees from making or authorizing improper payments, we train our employees regarding compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations, and we utilize procedures to identify and mitigate risks of such misconduct by our employees, and third-party agents, intermediaries and intermediaries.joint venture partners. However, we cannot provide assurances that our employees, or third-party agents, intermediaries or intermediariesjoint venture partners will comply with those policies, laws and regulations. If we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

In the fourth quarter of fiscal 2018, we contacted the U.S. Department of Justice and SEC to voluntarily self-disclose potential violations of the FCPA in connection with a small number of reimbursements made to Mexican customs agents in the 2014-2015 time period for payments customs agents made to Mexican customs officials in connection with inspections of grain crossing the U.S.-Mexican border by railcar. We are fully cooperating with the government, with the assistance of legal counsel, which includes investigating other areas of potential interest to the government. We are unable at this time to predict when our or the government agencies' review of these matters will be completed or what regulatory or other outcomes may result.

Environmental and energy laws and regulations may result in increased operating costs and capital expenditures and may have a material and adverse effect on us.

New and current environmental and energy laws and regulations, including regulations relating to alternative energy sources and the risk of global climate change, new interpretations of existing environmental and energy laws and regulations,

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increased governmental enforcement of environmental and energy laws and regulations or other developments in these areas could require us to make additional unforeseen expenditures or to make unforeseen changes to our operations, either of which could adversely affect us. For example, it is possible that some form of regulation will be forthcoming at the federal or state level in the United States with respect to emissions of greenhouse gases (“GHGs”("GHGs"), such as carbon dioxide, methane and nitrous oxides. New federal legislation or regulatory programs that restrict emissions of GHGs or comparable new state legislation or programs or customer requirements in areas where we or our customers conduct business could adversely affect our operations and the demand for our energy products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, new legislation or regulatory programs could require substantial expenditures for the installation and operation of systems and equipment that we do not currently possess or for substantial modifications to existing equipment. The actual effects of climate change on our businesses are, however, unknown and indeterminable at this time.

Also, pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel Standard (“RFS”("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or to purchase renewable energy credits, known as RINs,Renewable Identification Numbers ("RINs"), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs in our marketing operations under the RFS,RFS; however, it ismay not be enough to meet the needs of our refining

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capacity and, if so, RINs must be purchased on the open market. In recent years, the price of RINs has been extremely volatile. As a result, the purchase of RINs could have a negative impact on our future refined fuels margins, the impact of which we are not ableunable to estimate atestimate.

During fiscal 2019, the EPA granted our Laurel, Montana, refinery an extension of the small refinery exemption under the RFS as provided for under the Clean Air Act for 2018 ("small refinery exemption"). This action provided our Laurel refinery an exemption from its renewable fuel volume obligations under the RFS program for compliance year 2018. In granting this time.exemption, the EPA considered a number of factors and concluded the Laurel refinery qualified for the exemption as prescribed under the standard. As with other competitors who received the exemption in the same geographic area as our Laurel refinery, the small refinery exemption lowers our cost to operate and has a positive impact on our earnings. Since the small refinery exemption is granted on a year-to-year basis, we are unable to predict whether we will receive this exemption in the future.

Environmental liabilities could have a material adverse effect on us.

Many of our current and former facilities have been in operation for many years and over that time we and other operators of those facilities have generated, used, stored and disposed of substances or wastes that are or might be considered hazardous under applicable or future enacted environmental laws, including liquid fertilizers, chemicals and fuels stored in underground and above-ground tanks. Any past or future actions in violation of applicable environmental laws could subject us to administrative penalties, fines, injunctions or other costs, such as capital expenditures, and injunctions.expenditures. In addition, an owner or operator of contaminated property, and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling can be liable for the cost of investigation and remediation under environmental laws. In some instances, such liability exists regardless of fault. Moreover, future or unknown past releases of hazardous substances could subject us to private lawsuits claiming damages, including for bodily injury or property damage, and to adverse publicity, which could have a material adverse effect on us. Liabilities, including legal costs, related to remediation of contaminated properties are not recognized by us until the related costs are considered probable and can be reasonably estimated.

Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.

If any of our food or animal feed products becamewere to become adulterated or misbranded, we maywould need to recall those items and could experience product liability claims if either consumers or customers’customers' livestock were injured or were claimed to be injured as a result. A widespread product recall or a significant product liability judgment could cause our products to be unavailable for a period of time or could cause a loss of consumer or customer confidence in our products. Even if a product liability claim iswere unsuccessful or iswere not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our business and reputation with existing and potential consumers and customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. In addition, general public perceptions regarding the quality, safety or health risks associated with particular food or animal feed products, such as concerns regarding genetically modified crops, could reduce demand and prices for some of the products associated with our businesses. To the extent that consumer preferences evolve away from products that our members or we produce for health or other reasons, such as the growing demand for organic food products, and we are unable to develop or procure products that satisfy new consumer preferences, there will be a decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We have identified material weaknesses in our internal control over financial reporting. If these material weaknesses persist or if we fail to establish and maintain effective internal controls over financial reporting, our ability to accurately report our results could be adversely affected.

Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial statements. We have concluded that material weaknesses in our internal control over financial reporting exist and those material weaknesses are discussed further in Item 9A, Controls and Procedures, of this Annual Report on Form 10-K. The existence of one or more material weaknesses precludes a conclusion by management that a corporation's internal control over financial reporting is effective.
In response to the identified material weaknesses, our management, with the oversight of the Audit Committee of our Board of Directors, has dedicated significant resources, including involvement of outside advisors, and has undertaken significant efforts to improve our internal control over financial reporting and to remediate the material weaknesses identified. Although certain remedial actions have been completed, others are still in process, and we continue to actively plan for and

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implement additional control procedures. If we fail to remediate the identified material weaknesses or fail to otherwise maintain effective control over financial reporting in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis. Our management and Board of Directors continue to devote significant time and attention to remediating and overseeing the remediation of the identified material weaknesses and improving our internal control over financial reporting, and we expect to continue to incur costs associated with remediating such material weaknesses and implementing appropriate processes, including fees for additional audit, legal and consulting services, which could negatively affect our financial condition and operating results.

Our financial results are susceptible to seasonality.

Many of our business activities are highly seasonal and operating results vary throughout the year. Our revenue and income are generally lowest during the second and fourth fiscal quarters and highest during the first and third fiscal quarters. For example, in our Ag segment, our crop nutrients and country operations businessesbusiness generally experienceexperiences higher volumes and income during the spring planting season and during the fall harvest season and our agronomy business generally experiences higher volumes and income during the spring planting season. Our global grain marketing operations are also subject to fluctuations in volume and income based on producer harvests, world grain prices and demand.demand, and international trade relationships. Our Energy segment generally experiences higher volumes and income in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel usage by our customers and members is highest and is subject to global supply and demand forces. Other energy products, such as propane, maygenerally experience higher volumes and income during the winter heating and crop dryingcrop-drying seasons.

Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.

Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, inclementadverse weather conditions and labor disputes. For example:

ourOur oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production;production.

ourOur inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages;stoppages.

ourOur corporate headquarters, the facilities we own or the significant inventories that we carry could be damaged or destroyed by catastrophic events, extremeadverse weather conditions or contamination;contamination.

someoneSomeone may accidentally or intentionally introduce a computer virus to our information technology systems or breach our computer systems or other cyber resources; andresources.

anAn occurrence of a pandemic flu or otherepidemic disease affecting a substantial part of our workforce or our customers could cause an interruption in our business operations.

The effects of any of these events could be significant. We maintain insurance coverage against many, but not all, potential losses or liabilities arising from these operating hazards, but uninsured losses or losses above our coverage limits are possible. Uninsured losses and liabilities arising from operating hazards could have a material adverse effect on us.

Our risk management strategies may not be effective.

Our business is affected by fluctuations in commodity prices, transportation costs, energy prices, foreign currency exchange rates and interest rates. We monitor position limits, and account receivables and other exposures and engage in other strategies and controls to manage these risks. Our monitoring efforts may not be successfuleffective at detecting a significant risk exposure and our controls and strategies may not be effective in adequately managing against the occurrence of a significant loss relating to a risk exposure. If our controls and strategies are not successful in mitigating or preventing our financial exposure to losses due to the fluctuations or failures mentioned above, it could significantly and adversely affect our operating results.


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We are subject to workforce factors that could adversely affect our business and financial condition.

Like most companies in the agricultural industry, we are continuously challenged to hire, develop and retain a sufficient number of employees to operate our businesses throughout our operating geographies. We may have difficulty recruiting and retaining new employees with adequate qualifications and experience. The challenge of hiring new employees is exacerbated by the rural nature of our business, which provides for a smaller pool of skilled employee candidates. To hire new employees, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor. Furthermore, when we do hire new employees, we may be unable to successfully transfer our other employees' institutional knowledge and skills to them. These or other employee workforce factors could negatively impact our business, financial condition or results of operations.

Our business is capital-intensive in nature and we rely on cash generated from our operations and external financing to fund our strategies and ongoing capital needs.

We require significant capital, including access to credit markets from time to time, to operate our business and fund our strategies. Our working capital requirements are directly affected by the price of commodities, which may fluctuate significantly and change quickly. We also require substantial capital to maintain and upgrade our extensive network of facilities to keep pace with competitive developments, technological advances, regulations and changing safety standards. In addition, the expansion of our business and pursuit of acquisitions or other business opportunities has required, and may in the future require, significant amounts of capital. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities, which could adversely affect our operating results and restrict our ability to repay our existing indebtedness.


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debts.

Our cooperative structure limits our ability to access equity capital.

As a cooperative, we may not sell common stock in our company. In addition, existing laws and our articles of incorporation and bylaws limit dividends on any preferred stock we may issue to 8% per annum. These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions.

Changes in the method of determining the London Interbank Offered Rate ("LIBOR") or the replacement of LIBOR with an alternative reference rate may adversely affect interest rates under our credit facilities and dividend rates with respect to our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock.

LIBOR is the basic rate of interest widely used as a global reference for setting interest rates on loans. Some of our credit facilities, including our five-year revolving credit facility and our 10-year term loan facility, use LIBOR as the reference rate. In addition, the terms of our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 ("Class B Series 2 Preferred Stock") and our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock") provide that, beginning on March 24, 2024, in the case of our Class B Series 2 Preferred Stock, or on September 30, 2024, in the case of our Class B Series 3 Preferred Stock ("Initial Reset Date"), dividends on such preferred stock will accumulate at a rate equal to three-month LIBOR plus an applicable spread, not to exceed 8% per annum.

In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if LIBOR will cease to exist at that time, if new methods of calculating LIBOR will be established such that it continues to exist after 2021 or whether different reference rates used to price indebtedness will develop. It is impossible to predict the effect these developments, any discontinuance, modification or other reforms to LIBOR or the establishment of alternative reference rates may have on LIBOR, other benchmark rates or floating rate debt instruments. Although certain of our credit facilities, including our five-year revolving credit facility and our 10-year term loan facility, contain LIBOR alternative provisions, use of alternative reference rates, new methods of calculating LIBOR or other reforms could cause the interest rates on our borrowings to be materially different than expected, which could have an adverse effect on our financial position, results of operations and liquidity and cause us to attempt to renegotiate such credit facilities. Similarly, although the rate at which dividends accumulate on our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock may not exceed 8% per annum, there is uncertainty regarding the calculation of such rate following the applicable Initial Reset Date in the event that LIBOR ceases to exist, and the use of alternative reference rates, new methods of calculating LIBOR or other reforms could cause the dividends we pay on our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock following the applicable Initial Reset Date to be materially different than expected, which could have an adverse effect on our financial position, results of operations and liquidity and cause us to attempt to amend the terms of our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock, including by seeking shareholder approval of any such

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amendment. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have an adverse effect on our financial position, results of operations and liquidity.

Consolidation among the producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.

Consolidation has occurred among the individual producers of products we sell and purchase, including crude oil, fertilizer and grain, and it is highly likely to continue in the future. Consolidation could allow producers to negotiate pricing, supply availability and other contract terms that are less favorable to us. Consolidation also may increase the competition amonglikelihood that consumers of these products to enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.

Consolidation has also occurred among cooperative associations that are the primary wholesale customers of our products, which has resulted in a smaller wholesale and retail customer base for our products and has intensified the competition for these customers, and thiscustomers. This consolidation is likely to continue in the future. For example, ongoingOngoing consolidation among distributors and brokers of food products and food retailers has altered the buying patterns of these businesses, as they have increasingly elected to work with product suppliers who can meet their needs nationwide rather than just regionally or locally. If these cooperatives, distributors, brokers and retailers elect not to purchase our products, our revenues, results of operations and cash flows could be materially and adversely affected.

In addition, in the seed, fertilizer market,and crop protection markets, consolidation at both the producer and wholesale customer level increaseshas increased the potential for direct sales from the fertilizerrespective input manufacturer to the cooperative customers and/or the individual agricultural producer, which would remove us from the supply chain and could have a material and adverse effect on our revenues, results of operations and cash flows.

If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.

Numerous alternative energy sources currently under development could serve as alternatives to our gasoline, diesel fuel and other refined petroleum products. If any of these alternative products become more economically viable or preferable to our productscustomers for environmental or other reasons, demand for our energy products would decline. Declining demand for our energy products, particularly diesel fuel sold for farming applications, could materially and adversely affect our revenues, results of operations and cash flows.

The results of our agronomy business are highly dependent upon certain factors outside of our control.

Planted acreage, and consequently the volume of fertilizer and crop protection products applied, is partially dependent upon government programs, grain prices and the perception held by the producer of demand for production, all of which are outside of our control. In addition, weather conditions during the spring planting season and early summer spraying season also affect agronomy product volumes and profitability. Emerging sustainability and other environmental concerns that are outside of our control could also affect the future demand for agronomy products applied to crops and the volume of any such application. Accordingly, factors outside of our control could materially and adversely affect the revenues, results of operations and cash flows of our agronomy business.

Technological improvements could decrease the demand for our agronomy and energy products.

Technological advances in agriculture could decrease the demand for crop nutrients, energy and other crop input products and services that we provide. Genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could affect the demand for our crop nutrients and crop protection products. Demand for fuel that we sell could decline as technology allows for more efficient usage of equipment. Declining demand for our products could materially and adversely affect our revenues, results of operations and cash flows.





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Acquisitions, strategic alliances, joint ventures, divestitures and other non-ordinary course ofcourse-of business events resulting from portfolio management actions and other evolving business strategies could affect future results.

We monitor our business portfolio and organizational structure and have made and may continue to make acquisitions, strategic alliances, joint ventures, divestitures and changes to our organizational structure. With respect to acquisitions, future results will be affected by our ability to identify suitable acquisition candidates, to adequately finance any acquisitions and to integrate acquired businesses quickly and obtain the anticipated financial returns, including synergies. Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture. Additionally, we may fail to consummate proposed acquisitions, divestitures, joint ventures or strategic alliances after incurring expenses and devoting substantial resources, including management time, to such transactions.

Several parts of our business, including in particular our nitrogen production business, our foods business and portions of our global grain marketing and wheat milling operations, are operated through joint ventures with third parties where we do not have majority control of the venture. By operating a business through a joint venture, we have less control over business decisions than we have in our wholly-owned or majority-owned businesses.subsidiaries and limited liability companies in which we have a controlling interest. In particular, we generally cannot act on major business initiatives in our joint ventures without the consent of the other party or parties in

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those ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that co-venturers might become bankrupt or fail to fund their share of required capital contributions, in which case the joint venture may be unable to access needed growth capital (if the co-venturer is solely responsible for capital contributions) or we and any other remaining co-venturers would generally be liable for the joint venture’s liabilities. Co-venturers may have economic, tax or other business interests or goals whichthat are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Our co-venturers may take actions that are not within our control.control, which may expose our investments in joint ventures to the risk of lower values or returns. Joint venture investments may also lead to impasses. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our day-to-day business. In addition, we may in certain circumstances be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

We made certain assumptions and projections regarding the future of the markets served by our joint venture investments, which included projected market pricing and demand for their products. These assumptions were an integral part of the economics used to evaluate these joint venture investment opportunities prior to consummation. To the extent that actual market performance varies from our models, our ability to achieve the projected returns on our joint venture investments may be impacted in a materialmaterially adverse manner.
    
We utilize information technology systems to support our business. AnThe ongoing multi-yearmultiyear implementation of an enterprise-wide resource planning system, reliance upon multiple legacy business systems, security breaches or other disruptions to our information technology systems or assets could interfere with our operations, compromise security of our customers’customers' or suppliers’suppliers' information and expose us to liability whichthat could adversely impact our business and reputation.

Our operations rely on certain key information technology (“IT”("IT") systems, somemany of which are dependent uponlegacy in nature or may depend on third-party services to provide critical connections of data, information and services for internal and external users. Over the next several years, we expect to continue implementing a new enterprise resource planning system (“ERP”("ERP"), which has and will continue to require significant capital and human resources to deploy. There can be no assurance that the actual costs for the ERP will not exceed our current estimates or that the ERP will not take longer to implement than we currently expect. In addition, potential flaws in implementing the ERP or in the failure of any portion/module of the ERP to meet our needs or provide appropriate controls may pose risks to our ability to operate successfully and efficiently.efficiently and with an effective system of internal controls. There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or cyber-based attacks, and as we upgrade and standardize our ERP system on a worldwide basis. These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, increased costs and damage to our reputation, all of which could adversely affect our business. Our ongoing IT investments include those relating to cybersecurity, including technology, hired expertise and cybersecurity risk mitigation actions. However, an incident or breach may occur and subject us to an adverse impact on our business and reputation. Further, we are subject to laws and regulations in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. These laws and regulations pose increasingly complex compliance challenges and may require us to incur significant additional compliance costs. Any violation of such laws and regulations, including as a result of a security or privacy breach, could subject us to legal claims, regulatory penalties and damage to our reputation.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

As of the date hereof, there were no unresolved comments from the Securities and Exchange CommissionSEC staff regarding our periodic or current reports.


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ITEM 2.    PROPERTIES

We own or lease energy, agronomy, grain handlinggrain-handling and processing facilities and other real estate throughout the United States and internationally. Below is a summary of these locations.

Energy

Facilities in our Energylocations by segment include the following, all of whichand related business. All facilities are owned except where indicated as leased:leased.
DescriptionLocation(s)
Energy
RefineriesLaurel, Montana, and McPherson, Kansas
Propane terminalsBiddeford, Maine; Glenwood Minnesota;and Rockville, Minnesota;Minnesota (Rockville is 50% owned by CHS); Hannaford, North Dakota; Ross, North Dakota; Black Creek, Wisconsin;and Hixton, Wisconsin
Transportation terminals/repair facilities12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin two of which are leased
Petroleum and asphalt terminals/storage facilities11 locations in Montana, North Dakota and Wisconsin
Pipelines: 
Cenex Pipeline, LLCLaurel, Montana, to Fargo, North Dakota
Front Range Pipeline, LLCCanadian border to Laurel, Montana
Jayhawk Pipeline, LLCThroughout Kansas, with branches in Nebraska, Oklahoma and Texas
Council Bluffs PipelineMcPherson, Kansas to Council Bluffs, Iowa
Conway PipelineMcPherson, Kansas, to Conway, Kansas
Kaw Pipe Line CompanyLocations throughout Kansas
Osage Pipe Line Company, LLC (50% owned by CHS McPherson)McPherson Refinery Inc. ("CHS McPherson"))Oklahoma to Kansas
Kaw Pipe Line Company (67% owned by CHS McPherson)Locations throughout Kansas
Convenience stores/gas stations6936 locations in Idaho, Minnesota, Montana, North Dakota, South Dakota Washington and Wyoming, 19six of which are leased
Lubricant plants/warehousesThreeInver Grove Heights, Minnesota; Kenton, Ohio; and Amarillo, Texas; the location in Inver Grove Heights is leased
Ag
Global Grain Marketing
Grain terminals18 locations in Illinois, Iowa, Louisiana, Minnesota, OhioWisconsin, Argentina, Brazil, Hungary, Romania and Ukraine
Fertilizer terminalArgentina
Grain marketing offices34 locations in Iowa, Minnesota, Nebraska, Argentina, Brazil, Bulgaria, Canada, China, Hungary, Jordan, Paraguay, Romania, Serbia, Singapore, South Korea, Spain, Switzerland, Taiwan, Ukraine and Uruguay; all locations are leased other than the offices in Davenport, Iowa, and Winona, Minnesota, which we own
Country Operations
Agri-operations facilitiesApproximately 470 community locations (of which some of the facilities are on leased land) located in Colorado, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, one of which isWashington and Wisconsin
Feed manufacturing facilities8 locations in Montana, North Dakota, Oregon and South Dakota
Wholesale Agronomy
Deep water portGalveston, Texas
Terminals18 locations in Arkansas, Idaho, Illinois, Iowa, Kentucky, Louisiana, Minnesota, Mississippi, South Dakota, Tennessee and Texas; facilities in Little Rock, Arkansas; Owensboro, Kentucky; and Galveston, Texas, are on leased land
Bulk chemical rail terminal facilityBrooten, Minnesota

Ag

Within our Ag segment, we own or lease the following facilities:

Grain Marketing

We own 17 grain terminals, which are used in our grain marketing operations, in: Pekin, Illinois; Davenport, Iowa; Myrtle Grove, Louisiana; Savage and Winona, Minnesota; Collins, Mississippi; Friona, Texas; Superior, Wisconsin; Argentina; Brazil; Hungary; and Romania. We also own one fertilizer terminal in Argentina. In addition to office space at our corporate headquarters, we have 31 grain marketing offices in: Davenport, Iowa; Winona, Minnesota; Lincoln, Nebraska; Argentina; Brazil; Bulgaria; Canada; China; Hungary; Jordan; Paraguay; Romania; Russia; Serbia; Singapore; South Korea; Spain; Switzerland; Taiwan; Ukraine; and Uruguay. We lease all of these grain marketing offices, other than the grain marketing offices in Davenport, Iowa and Winona, Minnesota, which we own.

Country Operations

In our country operations business, we own agri-operations facilities in 482 communities (of which some of the facilities are on leased land), four sunflower plants and eight feed manufacturing facilities. These operations are located in Colorado, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington, Wisconsin and Canada.


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Crop Nutrients

We own one deep water port in Galveston, Texas and 21 terminals in: Little Rock, Arkansas; Post Falls, Idaho; Peru, Illinois; Muscatine, Iowa; Melbourne and Owensboro, Kentucky; Alexandria, Lake Providence, Lettsworth, Mermentau, Tallulah and Vidalia, Louisiana; St. Paul and Winona (two terminals), Minnesota; Greenville, Mississippi; Grand Forks, North Dakota; Watertown, South Dakota; Memphis, Tennessee; and Friona and Texarkana, Texas. The facilities located in Little Rock, Arkansas, Owensboro, Kentucky and Galveston, Texas are on leased land.

Processing and Food Ingredients

We own oilseed processing facilities and/or textured soy protein production facilities in: Creston, Iowa; Hutchinson, Kansas; Hallock, Fairmont and Mankato, Minnesota; and South Sioux City, Nebraska. In addition, we own a grain storage facility in Joliette, North Dakota.

Renewable Fuels

We own ethanol plants located in Rochelle and Annawan, Illinois.

Corporate and Other

Business Solutions

In addition to office space at our corporate headquarters, we lease five offices in: Brownsburg and Indianapolis, Indiana; Kansas City, Missouri; Huron, South Dakota; and The Woodlands, Texas. We own approximately 14,000 acres of agricultural land and related improvements in central Michigan.

Corporate Headquarters

We are headquartered in Inver Grove Heights, Minnesota. We own a 33-acre campus consisting of one main building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space. We also have offices in Eagan, Minnesota and Washington, D.C., which are leased.
Distribution warehouses32 locations in Arkansas, Iowa, Idaho, Illinois, Kansas, Michigan, Minnesota, Missouri, Montana, North Dakota, Nebraska, Oklahoma, South Dakota, Texas, Washington and Wisconsin; all facilities are leased except those in Willmar, Minnesota (two locations); Fargo and Minot, North Dakota; and Black River Falls, Wisconsin
Processing and Food Ingredients
Oilseed facilitiesHallock, Fairmont and Mankato, Minnesota
Sunflower processing plantsGrandin and Fargo, North Dakota
Storage and warehouse facilitiesHazel, Minnesota; Joliette, North Dakota; and a leased facility in Winkler, Canada
Renewable Fuels
Ethanol plantsRochelle and Annawan, Illinois
Corporate and Other
Corporate headquartersWe lease a 24-acre campus in Inver Grove Heights, Minnesota, consisting of one building with approximately 320,000 square feet of office space and own an additional nine acres of land adjacent to the leased property on which we have two smaller buildings with approximately 13,400 and 9,000 square feet of space
Office facilitiesLeased facilities in Eagan and St. Paul, Minnesota; Kansas City, Missouri; Huron, South Dakota; and Washington, D.C.
Agricultural land and related improvementsWe own approximately 3,500 acres of agricultural land and related improvements in central Michigan

ITEM 3.    LEGAL PROCEEDINGS

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

Laurel

On May 17, 2016, and October 12, 2016, the Montana Department of Environmental Quality (“MDEQ”) issued violation letters to us, alleging that certain specified air emissions at our Laurel, Montana refinery exceeded amounts allowable under the refinery’s permits and applicable law. On June 1, 2016, and November 3, 2016, we responded to MDEQ and described the actions that we had taken in connection with those allegations. On August 30, 2017, MDEQ sent us a letter requesting that we execute an administrative order on consent, and pay an administrative penalty of $184,550. On September 27, 2017, we sent MDEQ a letter providing additional information and requesting that MDEQ reconsider the alleged violations and reduce the proposed penalty with respect to four of the alleged violations described in the violation letters. We also requested changes to the administrative order on consent to remove references to the Administrative Rules of the State of Montana. We are currently awaiting MDEQ’s response to the September 2017 letter.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.


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PART II.II

ITEM 5.    MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As a cooperative, we do not have any common stock that is traded or otherwise. We have not sold any equity securities during the three years ended August 31, 2017,2019, that were not registered under the Securities Act of 1933.



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ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial information for each of the five periods indicated. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K and with our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Our consolidated financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP. The selected financial information as of andincome statement data for the years ended August 31, 2019, 2018, 2017 and 2016, 2015, 2014, and 2013 isbalance sheet data as of August 31, 2019, 2018 and 2017, are derived from our audited consolidated financial statements and related notes. The selected income statement data for the year ended August 31, 2015, and balance sheet data as of August 31, 2016 and 2015, are derived from unaudited consolidated financial information not included in this Annual Report on Form 10-K. Certain prior period amounts have been revised as follows:
For periods prior
Income statement data for the year ended August 31, 2015, and balance sheet data as of August 31, 2016, and 2015, were restated in our Annual Report on Form 10-K for the year ended August 31, 2018, to fiscal 2015,correct certain amounts havethat had been revised to include activity and amounts related to capital leases that were previously incorrectly accounted for as operating leases.misstated.
For all prior periods Long-term debt, including current maturities,presented, income statement information has been revised to reflect the adoptionimpact of adopting Accounting Standards UpdatedUpdate ("ASU") No. 2015-03, Interest-Imputation of Interest (Subtopic 35-30)2017-07, Compensation - Retirement Benefits (Topic 715): SimplifyingImproving the Presentation of Debt Issuance Costs. This ASU requires the presentation of debt issuance costs on the balance sheet asNet Periodic Pension Costs and Net Postretirement Benefit Cost during fiscal 2019. As a reduction from the carrying amountresult of the related debt liability insteadadoption of a deferred financing cost.
For all prior periods, Marketing,this ASU, the non-service cost components of net periodic benefit costs have been reclassified from cost of goods sold ("COGS") and marketing, general and administrative amounts have been revisedexpenses to reflect fiscal 2017 presentation, which breaks out impairment and reserve charges due to the materialityoutside of these charges incurred during fiscal 2017.
For all prior periods, Otheroperating income (loss), which includes interest income, has been identified separately from Interest expense to conform with fiscal 2017 presentation.within other (income) loss.

Selected Consolidated Financial Data
2017 2016 2015 2014 2013Selected Consolidated Financial Data
(Dollars in thousands)2019 2018 2017 2016 2015
Income Statement Data: 
  
  
  
  
Income Statement Data (for the years ended August 31):(Dollars in thousands)
Revenues$31,934,751
 $30,347,203
 $34,582,442
 $42,664,033
 $44,479,857
$31,900,453
 $32,683,347
 $32,037,426
 $30,355,260
 $34,517,452
Cost of goods sold30,985,510
 29,387,910
 33,091,676
 41,011,487
 42,701,073
30,516,120
 31,591,227
 31,143,549
 29,383,459
 33,099,074
Gross profit949,241
 959,293
 1,490,766
 1,652,546
 1,778,784
1,384,333
 1,092,120
 893,877
 971,801
 1,418,378
Marketing, general and administrative604,359
 601,261
 642,309
 598,965
 553,482
Reserve and impairment charges456,679
 47,836
 133,045
 3,633
 141
Marketing, general and administrative expenses737,636
 677,465
 611,076
 597,531
 640,306
Reserve and impairment charges (recoveries), net(12,905) (37,709) 456,679
 75,036
 158,771
Operating earnings (loss)(111,797) 310,196
 715,412
 1,049,948
 1,225,161
659,602
 452,364
 (173,878) 299,234
 619,301
(Gain) loss on investments4,569
 (9,252) (5,239) (114,162) (182)
(Gain) loss on disposal of business(3,886) (131,816) 2,190
 
 
Interest expense171,239
 113,704
 70,659
 147,240
 242,911
167,065
 149,202
 171,239
 113,704
 70,659
Other (income) loss(95,415) (38,357) (10,326) (6,987) (6,212)(82,423) (82,737) (99,803) (40,818) (43,868)
Equity (income) loss from investments(137,338) (175,777) (107,850) (107,446) (97,350)(236,755) (153,515) (137,338) (175,777) (107,850)
Income (loss) before income taxes(54,852) 419,878
 768,168
 1,131,303
 1,085,994
815,601
 671,230
 (110,166) 402,125
 700,360
Income tax expense (benefit)(182,075) (4,091) (12,165) 48,296
 89,666
(12,456) (104,076) (181,124) 19,099
 (4,900)
Net income (loss)127,223
 423,969
 780,333
 1,083,007
 996,328
828,057
 775,306
 70,958
 383,026
 705,260
Net income (loss) attributable to noncontrolling interests(634) (223) (712) 1,572
 3,942
(1,823) (601) (634) (223) (816)
Net income (loss) attributable to CHS Inc. $127,857
 $424,192
 $781,045
 $1,081,435
 $992,386
$829,880
 $775,907
 $71,592
 $383,249
 $706,076
Balance Sheet Data (as of August 31): 
  
  
  
  
 
  
  
  
  
Working capital$181,932
 $414,385
 $2,751,949
 $3,168,512
 $3,084,228
$1,078,888
 $759,034
 $148,565
 $338,446
 $2,650,637
Net property, plant and equipment5,356,434
 5,488,323
 5,192,927
 4,180,148
 3,311,088
5,088,708
 5,141,719
 5,356,434
 5,488,323
 5,192,927
Total assets15,973,756
 17,312,135
 15,226,125
 15,293,506
 13,640,928
16,447,494
 16,381,178
 15,818,922
 17,149,639
 15,101,216
Long-term debt, including current maturities2,179,793
 2,297,205
 1,428,930
 1,603,027
 1,743,690
1,789,111
 1,930,255
 2,179,793
 2,297,205
 1,478,930
Total equities7,905,825
 7,866,250
 7,669,411
 6,466,844
 5,152,747
8,617,530
 8,165,028
 7,705,640
 7,759,157
 7,551,439

2021



ITEM 7.    MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

Overview
Business Strategy
Fiscal 20172019 Highlights
Fiscal 20182020 Priorities
Fiscal 2018 Trends2020 Outlook
Results of Operations
Liquidity and Capital Resources
Off BalanceOff-Balance Sheet Financing Arrangements
Contractual Obligations
Critical Accounting Estimates
NewEffect of Inflation and Foreign Currency Transactions
Recent Accounting Pronouncements    

Our MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the cautionary statementCautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.

Overview

CHS Inc. is a diversified company that provides grain, foodsfood, agronomy and energy resources to businesses and consumers on a global scale. As a cooperative, we are owned by farmers, ranchers and member cooperatives across the United States. We also have preferred shareholders that own our five series of preferred stock, all of which are listed and traded on the NASDAQNasdaq Global Select Market. We operate in the following fourthree reportable segments:

Energy Segment -Energy. producesProduces and provides primarily for the wholesale distribution of petroleum products and transportation of thosepetroleum products.
Ag SegmentAg. - purchasesPurchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties andparties; also serves as a wholesaler and retailer of crop inputs.agronomy products.
Nitrogen Production Segment Production.- consists Consists solely of our equity method investment in CF Nitrogen and produces and distributes nitrogen fertilizer, a commodity chemical.
Foods Segment - consists solely of our equity method investment in Ventura Foods and is a processor and distributor of edible oils used in food preparation and a packager of food products.

In addition, other operating activities, primarilyour financing and hedging businesses, along with our non-consolidated wheat milling and food production and distribution joint venture, as well as our business solutions operations that consist of commodities hedging, insurance and financial services related to crop production,ventures, have been aggregated within Corporate and Other. Prior to its sale on May 4, 2018, our insurance operations were also included within Corporate and Other.
    
The consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies.companies in which we have a controlling interest. The effects of all significant intercompany transactions have been eliminated.

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

Management's Focus. When evaluating our operating performance, management focuses on gross profit and income (loss) before income taxes.taxes ("IBIT"). As a company that operates heavily in global commodities, there is significant unpredictability and volatility in pricing, costs and costs. As such,global trade volumes. Consequently, we focus on managing the margin we can receiveearn and the resulting income before income taxes. Management also focuses on ensuring the strength of the balance sheet through the appropriate management of financial liquidity, workingleverage, capital capital deployment, capital resourcesallocation and overall leverage.cash flow optimization.

Seasonality. Many of our business activities are highly seasonal and our operating results vary throughout the year. Our revenues and income are generally lowesttrend lower during the second and fourth fiscal quarters and highesthigher during the first and third fiscal quarters; however, weather or other events may impact this trend, particularly for IBIT. For example, in our Ag segment, our country operations business generally experiences higher volumes and income during the fall harvest and spring

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planting seasons, which generally correspond to our first and third fiscal quarters. For example, inquarters, respectively. Additionally, our Ag segment, our crop nutrients and country operations businessesagronomy business generally experienceexperiences higher volumes and income during the spring planting season and in the fall, which corresponds to harvest.season. Our global grain marketing operations are also subject to fluctuations in volume and earnings based on producer harvests, world grain prices, demand and demand.global trade volumes. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel usage by our agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, maygenerally experience higher volumes and profitability during the winter heating and crop dryingfall crop-drying seasons. The graphs below depict the seasonality inherent in our business. It should be noted the third quarter of fiscal 2017 wasbusiness, particularly revenue trends that are not impacted as significantly by significant charges that caused incomeother events.
revenuecharta03.jpg
ibitcharta03.jpg
* Income (loss) before income taxes for that period to deviateexperienced deviations from historical trends. The naturetrends during fiscal 2017 through fiscal 2019 as a result of thesematerial charges is further discussedincurred, gains on sales of non-core assets and a combination of factors described in the "ReserveFiscal 2019 Highlights and Impairment Charges" area of the Results of Operations section that follows.
sections below.

Pricing and Volumes. Our revenues, assets and cash flows can be significantly affected by global market prices forand sales volumes of commodities such as petroleum products, natural gas, grains, oilseed products and crop nutrients.agronomy products. 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. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and selling prices of those products can affect revenues and operating earnings. Commodity prices and sales volumes are affected by a wide range of factors beyond our control, including the weather, crop damage due to plant disease or insects, drought, availability/adequacy of supply of the related commodity, availability of a reliable rail and river transportation network, government regulations/policies, world events, global trade disputes and general political/economic conditions.

Business Strategy

Our business strategy isstrategies focus on an enterprise-wide effort to helpcreate an experience that empowers customers to make CHS their first choice, expands market access to add value for our owners, grow by maximizing the return on our assets and rationalizing our various operations to ensure thattransforms and evolves our core businesses are strategically positioned today and for future growth. Specifically, we areby

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improving efficiencycapitalizing on changing market dynamics. To execute upon these strategies, we are focused on the implementation and when necessary, disposinguse of assets that that are not strategic and/or do not meet our internal measurement expectations. We also continue to focus onagile, efficient and sustainable new technology platforms; building robust and efficient supply chains; hiring, developing and retaining high-performing, diverse and passionate teams; achieving operational excellence and continuous improvement; and maintaining a strong balance sheet and are prepared to optimize our financial results throughout the agriculture and energy economic cycles.sheet.

Fiscal 20172019 Highlights

Solid business fundamentals as we realizedMargins were higher in our Energy segment compared to the prior year's results due to favorable pricing of heavy Canadian crude oil, which is processed by our refineries, experienced primarily during the first half of fiscal 2019.
We continued to experience significant pressure on grain volume increases in bothand margins due to slow movement of grain that has resulted from unresolved trade issues between the United States and its trading partners.
Poor weather conditions, including heavy snow during the spring and significant rainfall during the summer of 2019 negatively impacted our Ag segment operations. Severe flooding resulting from the heavy snow and rainfall contributed to railroad delays and prevented or delayed planting, which resulted in increased costs, reduced volumes and fewer planted acres. Further, navigable waterways experienced high, swift water conditions that impeded barge traffic, severely affecting our ability to economically supply fertilizer and grains to their associated buyers.
Through various efforts and mechanisms, we recovered a net $12.9 million of previously recorded reserve and impairment charges. This consisted of recoveries of approximately $109.4 million in fiscal 2019, partially offset by additional reserves and impairment charges of $96.5 million as more fully described in Results of Operations.
Manufacturing changes within our Energy segments.business have allowed us to benefit from certain federal excise tax credits. Following the resolution of the underlying gain contingencies associated with tax credits during fiscal 2019, a gain of $80.8 million was recognized as a reduction of COGS in our Consolidated Statements of Operations. We are uncertain whether similar gains may reoccur in the future.
Margins continued to be challengedOn March 1, 2019, we completed the acquisition of the remaining 75% ownership interest in West Central Distribution, LLC ("WCD"), a full-service wholesale distributor of agronomy products that was not previously owned by us.
Earnings from our equity method investments in CF Nitrogen and Ventura Foods remained strong compared to historical results; however,the prior year.
As more fully described in Item 9A, Controls and Procedures, of this Annual Report on Form 10-K, we did see improvementscontinued dedicating significant internal and external resources, as well as management and Board focus on improving our internal control environment resulting in remediation of three material weaknesses identified in our Ag business.fiscal 2018 Annual Report on Form 10-K.
Significant specific losses associated with a single producer loan loss and a key partner in Brazil both had a material impact to earnings.
Management completed a full asset portfolio review resulting in impairments and the movement of certain assets to held for sale classification.
Began initiative to restore financial flexibility by actively managing expenses, reducing debt balances, and optimizing working capital and our asset portfolio.

Fiscal 20182020 Priorities

StrengtheningIdentify and execute on opportunities to deliver sustainable cost savings across the enterprise.
Successfully achieve milestones for implementation of our relationshipsnew ERP system to drive efficiency and growth.
Manage and leverage information to enable business growth and drive competitive advantage through data-driven decisions and insight.
Continue to strengthen and improve our internal control environment with all key stakeholders including owners, customers, suppliers and employees.
Sharpening ouran emphasis on operational excellence with a focus on our risk management practices, safety, the implementation of an enterprise resource planning system and leveraging the enterprise through centers of excellence.
Continue initiative to restore financial flexibility as discussed above.continuous improvement.

Fiscal 2018 Trends2020 Outlook

Our business isEnergy and Ag segments operate in cyclical environments. The energy industry experienced favorable market conditions during the first half of fiscal 2019 that led to higher margins and improved earnings in fiscal 2019; however, the Ag andfavorable conditions returned to lower, more normalized levels during the second half of fiscal 2019. Although unforeseen market conditions could positively or negatively impact the energy industry, we expect the normalized market conditions experienced by our Energy industries are currentlysegment during the second half of fiscal 2019 to remain throughout fiscal 2020. The agricultural industry continues to operate in ana challenging environment characterized by reduced commodity prices, lower margins, reduced liquidity and increased leverage.leverage that have resulted from reduced commodity prices. In addition, trade relations between the United States and foreign trade partners, particularly those that purchase large quantities of agricultural commodities, are strained, resulting in unpredictable impacts to commodity prices and volumes sold within the agricultural industry. We are unable to predict how long thisthe current environment will last or how severe itthe effects will ultimately be; however, at this time,be. In addition to global supply and demand impacts, regional factors, including unpredictable weather conditions, could continue to impact our operations. As a result, we do not foresee significant changes to this environment during fiscal 2018. During this period, we expect our revenues, margins and cash flows from our core operations in our Ag segment to continue to be under pressure.pressure during fiscal 2020, which will put pressure on the associated asset valuations.


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Results of Operations

Consolidated Statements of Operations
For the Years Ended August 31,
For the Years Ended August 312019 2018
2017 2016 2015Dollars % of Revenues* Dollars % of Revenues*
(Dollars in thousands)

(In thousands)   (In thousands)  
Revenues$31,934,751
 $30,347,203
 $34,582,442
$31,900,453
 100.0 % $32,683,347
 100.0 %
Cost of goods sold30,985,510
 29,387,910
 33,091,676
30,516,120
 95.7
 31,591,227
 96.7
Gross profit949,241
 959,293
 1,490,766
1,384,333
 4.3
 1,092,120
 3.3
Marketing, general and administrative604,359
 601,261
 642,309
Reserve and impairment charges456,679
 47,836
 133,045
Marketing, general and administrative expenses737,636
 2.3
 677,465
 2.1
Reserve and impairment charges (recoveries), net(12,905) 
 (37,709) (0.1)
Operating earnings (loss)(111,797) 310,196
 715,412
659,602
 2.1
 452,364
 1.4
(Gain) loss on investments4,569
 (9,252) (5,239)
(Gain) loss on disposal of business(3,886) 
 (131,816) (0.4)
Interest expense171,239
 113,704
 70,659
167,065
 0.5
 149,202
 0.5
Other (income) loss(95,415) (38,357) (10,326)(82,423) (0.3) (82,737) (0.3)
Equity (income) loss from investments(137,338) (175,777) (107,850)(236,755) (0.7) (153,515) (0.5)
Income (loss) before income taxes(54,852) 419,878
 768,168
815,601
 2.6
 671,230
 2.1
Income tax expense (benefit)(182,075) (4,091) (12,165)(12,456) 
 (104,076) (0.3)
Net income (loss)127,223
 423,969
 780,333
828,057
 2.6
 775,306
 2.4
Net income (loss) attributable to noncontrolling interests(634) (223) (712)(1,823) 
 (601) 
Net income (loss) attributable to CHS Inc. $127,857
 $424,192
 $781,045
$829,880
 2.6 % $775,907
 2.4 %
*Amounts less than 0.1% are shown as zero percent.

The charts below detail fiscal 2017revenues, net of intersegment revenues, and income (loss) before income taxesIBIT by reportable segment.segment for fiscal 2019. Our Nitrogen Production and Foods reportable segments representsegment represents an equity methods investments, and as such recordmethod investment that records earnings and allocated expenses, but not revenue.
segmentrevenuecharta03.jpg
* Includes $441.3 million of charges discussed in the "Reserve and Impairment Charges" area of this Results of Operations.

segmentibita03.jpg

2425




Income (Loss) Before Income Taxes byEnergy Segment Operating Metrics

Our Energy segment operations primarily include our Laurel, Montana, and McPherson, Kansas, refineries, which process crude oil to produce refined products, including gasoline, distillates and other products. The following tables provide information about our consolidated refinery operations.
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Income (loss) before income taxes$76,872
 $275,443
 $538,131
 $(198,571) (72.1)% $(262,688) (48.8)%
 For the Years Ended August 31,
 2019 2018
Refinery throughput volumes(Barrels per day)
Heavy, high-sulfur crude oil92,047
 84,339
All other crude oil58,366
 66,785
Other feedstocks and blendstocks10,724
 17,713
Total refinery throughput volumes161,137
 168,837
Refined fuel yields   
Gasolines76,563
 86,115
Distillates66,661
 65,060

The following table and commentary present the primary reasons for the changes in income (loss) before income taxes ("IBIT") for the Energy segment for each of the years ended August 31, 2017, and 2016, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $16
 $(40)
Price (125) (241)
Other* (29) (3)
Impairment charges+
 (33) 
Non-gross profit related activity+
 (28) 21
Total change in Energy IBIT $(199) $(263)
* Other includes retail and non-commodity type activities.
+ See commentary related to these changes in the marketing, general and administrative expenses, reserve and impairment charges, (gain) loss on investments, interest expense, other income (loss) and equity (income) loss from investments sections of this Results of Operations.

Comparison of Energy segment IBIT for the years ended August 31, 2017, and 2016

The $198.6 million decrease in the Energy segment IBIT for fiscal 2017 reflects the following:
Significantly reduced margins within refined fuels, caused by the continued down cycle in the energy industry, driving prices lower, partially offset by increases in propane margins driven by certain manufacturing changes.
These decreases were partially offset by higher demand for energy products, which caused volumes to increase (most significantly in refined fuels).
A $32.7 million impairment charge associated with the cancellation of a capital project during fiscal 2017.
We are subject to the RFS,Renewable Fuels Standard ("RFS"), which requires refiners to blend renewable fuels (e.g., ethanol, biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RINs"), in lieu of blending. The EPAU.S. Environmental Protection Agency generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs under the RFS in our renewable fuels operations and through our blending activities at our terminals. however,terminals, but we cannot generate enough RINs to meet the needs of our refining capacity and RINs must be purchased on the open market. The price of RINs can be volatile. On November 23, 2016,volatile and can impact profitability.

In addition to our internal operational reliability, the EPA released the final mandate for year 2017, and as a result the market price for RINs increased inprofitability of our first fiscal quarter. Subsequent changes inEnergy segment is largely driven by crack spreads (i.e., the price differential between refined products and inputs such as crude oil) and Western Canadian Select ("WCS") crude oil differentials (i.e., the price differential between West Texas Intermediate ("WTI") crude oil and WCS crude oil), which are driven by the supply and demand of RINs had no materialrefined product markets. Crack spreads remained relatively stable during fiscal 2019 compared to the prior fiscal year; however, WCS crude oil differentials improved during fiscal 2019 compared to the prior fiscal year, specifically during the first half of fiscal 2019. The table below provides information about the average market reference prices and differentials that impact on our financial results.Energy segment.    
 For the Years Ended August 31,
 2019 2018
Market indicators   
WTI crude oil (dollars per barrel)$58.59 $62.23
WTI - WCS crude oil differential (dollars per barrel)$20.23 $17.92
Group 3 2:1:1 crack spread (dollars per barrel)*$18.74 $19.08
Group 3 5:3:2 crack spread (dollars per barrel)*$17.67 $18.46
D6 ethanol RIN (dollars per RIN)$0.1713 $0.5280
D4 ethanol RIN (dollars per RIN)$0.4273 $0.7221
*Group 3 refers to the oil refining and distribution system serving the Midwest markets from the Gulf Coast through the Plains states.

Comparison of Energy segment IBIT for the years ended August 31, 2016, and 2015

The $262.7 million decrease in the Energy segment IBIT for fiscal 2016 reflects the following:
Significantly reduced margins within refined fuels, caused by the down cycle in the energy industry.
Reduced demand for energy products that caused volumes to decrease (most significantly in refined fuels).
On November 30, 2015, the EPA released the final renewable fuel percentage standards mandate for years 2016 and 2015 resulting in an increase to the price of RINs. This price increase did not have a material impact on our financial results during fiscal 2016 or 2015 as it related to our purchases of RINs.








2526



AgIncome (Loss) Before Income Taxes by Segment

Energy
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Income (loss) before income taxes$(230,853) $30,936
 $149,648
 $(261,789) (846.2)% $(118,712) (79.3)%
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Income (loss) before income taxes$618,188
 $452,108
 $166,080
 36.7%

The following table and commentary present the primary reasons for the changes in IBIT for the Agour Energy segment for each of the yearsyear ended August 31, 2017, and 2016,2019, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $13
 $116
Price 447
 (464)
Other* (359) 110
Impairment charges+
 (441) 90
Non-gross profit related activity+
 78
 29
Total change in Ag IBIT $(262) $(119)
* Other includes retail and non-commodity type activities.
  2019 vs. 2018
  (Dollars in thousands)
Volume $(10,369)
Price 298,979
Transportation, retail and other (30,976)
Non-gross profit related activity+
 (91,554)
Total change in Energy IBIT $166,080
+See commentary related to these changes in the marketing, general and administrative expenses, reserve and impairment charges (recoveries), net, (gain) loss on investments,disposal of business, interest expense, other income (loss) and equity (income) loss from investments sections of this Results of Operations.

Comparison of Ag segment IBIT for the years ended August 31, 2017, and 2016

The $261.8$166.1 million decreaseincrease in AgEnergy segment IBIT for fiscal 20172019 reflects the following:
Our grain marketingImproved market conditions in our refined fuels business, primarily driven by favorable pricing on heavy Canadian crude oil, which is processed by our refineries. Favorable crude oil pricing, as well as hedging gains and decreased renewable energy credit costs during fiscal 2019, contributed to a $215.7 million IBIT decreased primarily dueincrease.
Manufacturing changes within our Energy business have allowed us to chargesbenefit from certain federal excise tax credits. Following resolution of $229.4 millionthe underlying gain contingencies associated with the tax credits during fiscal 2019, a trading partnergain of $80.8 million was recognized as a reduction of COGS in our Brazilian operations entering bankruptcy-like proceedings under Brazilian law. Grain marketing also experienced impairments within certain international investmentsConsolidated Statements of $20.2 million due to persistent underperformance,Operations.
The increased IBIT resulting from improved market conditions in our refined fuels business was partially offset by higher grain volumesthe turnaround at our McPherson refinery during April and associated margins.
Country operationsMay 2019. The decreased IBIT decreased primarily due to changes in reserves related to a single producer borrower of $81.0 million along with $30.4 million of long-lived asset impairments, which were significantly offset by higher grain margins and volumes.
A decrease in processing and food ingredients IBIT primarily caused by long-lived asset impairment charges of $80.1 million that exceeded the prior year's non-recurring bad debt charge related to a specific customer. Higher margins offset this decrease.
Crop nutrients IBIT increased, driven by higher volumes and associated margins.
Increased IBIT in renewable fuels marketing and production operations primarily resulting from higher margins.

Comparison of Ag segment IBIT for the years ended August 31, 2016, and 2015

The $118.7 million decrease in Ag segment IBIT for fiscal 2016 reflects the following:
Country operations IBIT decreased, driven primarily by significantly lower grain margins, which were partially offset by increased grain volumes.
Crop nutrients IBIT increased, driven primarily by a $116.5 million impairment related to our decision to cease development of a nitrogen fertilizer plant in Spiritwood, North Dakota, which took place in fiscal 2015 and did not reoccur in fiscal 2016, partially offset by decreased margins in fiscal 2016.
Our grain marketing IBIT decreased primarily as a result of lower margins, partially offset by increased volumes.
Our processing and food ingredients business experienced a decrease in IBIT primarily due to charges associated with the disposal and impairment of assets as well as a charge associated with a specific customer receivable, and to a lesser extent, lower margins in our soybean crushing business.
Our renewable fuels marketing and production operations IBIT decreased primarily due to lower market prices for ethanol andMcPherson refinery turnaround was partially offset by increased volumes.IBIT at our Laurel refinery following a turnaround during May 2018 that did not reoccur during fiscal 2019.
The lower margins referenced above result fromIncreases to IBIT were also partially offset by gains totaling $65.9 million recorded in other income in connection with the previously discussed Ag economy down cycle, which reduced commodity pricessale of certain assets during fiscal 2018, including the sale of 34 Zip Trip stores located in the Pacific Northwest and decreased margins acrosssale of the globe.Council Bluffs pipeline and refined fuels terminal in Council Bluffs, Iowa, that did not reoccur during fiscal 2019.

Ag
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Income (loss) before income taxes$43,016
 $74,258
 $(31,242) (42.1)%

The following table and commentary present the primary reasons for changes in IBIT for our Ag segment for the year ended August 31, 2019, compared to the prior year:
  2019 vs. 2018
  (Dollars in thousands)
Volume $59,344
Price (31,648)
Non-gross profit related activity+
 (58,938)
Total change in Ag IBIT $(31,242)
+See commentary related to these changes in the marketing, general and administrative expenses, reserve and impairment charges (recoveries), net, (gain) loss on disposal of business, interest expense, other income (loss) and equity (income) loss from investments sections of this Results of Operations.


2627



The $31.2 million decrease in Ag segment IBIT for fiscal 2019 reflects the following:
A combination of higher non-gross-profit-related expenses contributed to a $58.9 million IBIT decrease, primarily related to increased reserve and impairment charges in connection with certain loan loss reserves associated with the challenging agricultural environment in our country operations business, including the impact of an out-of-period adjustment recorded during the period increasing reserve and impairment charges (recoveries), net by $25.5 million. Decreased interest income and increased interest expense also contributed to the IBIT decrease; however, the impacts of these changes were mostly offset by a $19.1 million gain recognized in connection with our acquisition of the remaining 75% ownership interest in WCD that we did not previously own during fiscal 2019.
Poor weather conditions, including heavy snow during the spring and heavy rainfall during the summer of 2019 in the agricultural regions of the United States and continuing global trade tensions between the United States and foreign trading partners resulted in generally decreased margins and decreased or flat volumes across most of our Ag segment during fiscal 2019.
The decreased IBIT across much of the Ag segment was partially offset by increased rebates and increased volumes associated with certain agronomy products, which was attributable to a $12.9 million increase of IBIT that resulted from the March 1, 2019, acquisition of the remaining 75% ownership interest in WCD that we did not previously own, the results of which were not included in the comparable period of the prior fiscal year.

All Other Segments
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Nitrogen Production IBIT$29,741
 $34,070
 $
 $(4,329) (12.7)% $34,070
 NM
Foods IBIT$25,967
 $64,764
 $62,647
 $(38,797) (59.9)% $2,117
 3.4 %
Corporate and Other IBIT$43,421
 $14,665
 $17,742
 $28,756
 196.1 % $(3,077) (17.3)%
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Nitrogen Production IBIT*$72,870
 $38,838
 $34,032
 87.6 %
Corporate and Other IBIT$81,527
 $106,026
 $(24,499) (23.1)%
NM - Not meaningful

Comparison of All Other Segments IBIT for the years ended August 31, 2017, and 2016

Our Nitrogen Production segment IBIT decreased overall as a result of lower equity method income caused by downward pressures on the pricing of urea and UAN, which are produced and sold by CF Nitrogen. This was partially offset by a gain of $30.5 million in fiscal 2017 associated with an embedded derivative asset inherent in the agreement relating to our investment in CF Nitrogen for which there was no comparable gain in the prior fiscal year. *See Note 4, 5, Investments,, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Our FoodsNitrogen Production segment IBIT decreased inincreased as a result of significantly higher equity method income throughout fiscal 2017 due2019 attributed to lower margins as customers put pressure on pricing.increased sale prices of urea and UAN, which are produced and sold by CF Nitrogen. Corporate and Other IBIT increaseddecreased primarily due to improved earnings from our wheat milling joint venture.

Comparison of All Other Segments IBIT for the years ended August 31, 2016, and 2015

Our Nitrogen Production segment was created as a result of a $58.2 million gain in Corporate and Other associated with the sale of CHS Insurance during fiscal 2018 that did not reoccur during fiscal 2019. That gain was partially offset by higher earnings from our investment in Ventura Foods and from our financing business.

Revenues by Segment

Energy
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Revenues$7,119,076
 $7,589,119
 $(470,043) (6.2)%

The following table and commentary present the primary reasons for changes in revenues, net of intersegment revenues, for our Energy segment for the year ended August 31, 2019, compared to the prior year:
  2019 vs. 2018
  (Dollars in thousands)
Volume $(25,223)
Price (317,622)
Transportation, retail and other (127,198)
Total change in Energy revenues $(470,043)

28



The $470.0 million decrease in Energy segment revenues for fiscal 2019 reflects the following:
The net impact of price and volume changes associated with other energy products, including decreased refined fuels and propane selling prices, contributed to revenue decreases of $180.7 million and $142.5 million, respectively. Decreased volumes of refined fuels and lubricants also contributed to $64.7 million and $19.2 million revenue decreases, respectively. The decreased volumes were attributed primarily to poor weather conditions that prevented and delayed spring planting of crops across much of the agricultural region of the United States, lowering demand for our diesel fuel products. These decreases were partially offset by increased propane volumes that contributed to a $58.7 million increase of revenues.
Transportation, retail and other revenues decreased as a result of the sale of 34 Zip Trip stores located in the Pacific Northwest during the third quarter of fiscal 2018. Revenues for these stores were included in our Energy segment results of operations during most of fiscal 2018, but were not present in fiscal 2019.
Transportation, retail and other revenues also decreased as a result of the impact of applying new revenue recognition guidance under Accounting Standards Codification ("ASC") Topic 606 during fiscal 2019 compared to previous guidance during the prior fiscal year, which resulted in a $52.1 million decrease of revenues due to certain contracts being recognized on a net basis rather than a gross basis.

Ag
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Revenues$24,720,072
 $25,037,481
 $(317,409) (1.3)%

The following table and commentary present the primary reasons for changes in revenues, net of intersegment revenues, for our Ag segment for the year ended August 31, 2019, compared to the prior year:
  2019 vs. 2018
  (Dollars in thousands)
Volume $(29,341)
Price (288,068)
Total change in Ag revenues $(317,409)

The $317.4 million decrease in Ag segment revenues for fiscal 2019 reflects the following:
Decreased volumes associated with grain and oilseed contributed to a $600.9 million decrease of revenues. The decreased volumes resulted primarily from continuing global trade tensions between the United States and foreign trading partners.
Decreased prices associated with grain and oilseed, feed and farm supplies, renewable fuels and processing and food ingredients all contributed to decreased revenues, the largest of which were attributable to decreased renewable fuel and grain and oilseed prices, which decreased revenues by $261.9 million and $134.9 million, respectively. Although ethanol demand has remained relatively stable in North America, margins and underlying prices remained under pressure for most of fiscal 2019 as ethanol production and inventory supplies remained at high levels. The decreased prices also resulted from the poor weather conditions during the spring of 2019 in the agricultural region of the United States that prevented and delayed planting of crops (impacting the mix and timing of products sold) and continuing global trade tensions between the United States and foreign trading partners.
The decreased revenues across much of the Ag segment were partially offset by increased pricing and volumes associated with certain agronomy products, including increased pricing of crop nutrient products due to global supply and demand and a $456.2 million increase of revenues that resulted from the March 1, 2019, acquisition of the remaining 75% ownership interest in WCD that we did not previously own and the results of which were not included in the prior fiscal year.

All Other Segments*
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Corporate and Other revenues$61,305
 $56,747
 $4,558
 8.0%
*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.

29



There were no significant changes in CF Nitrogen,Corporate and Other revenues during fiscal 2019; however, the increase resulted from higher revenues associated with our financing and hedging businesses, which was consummated Februarypartially offset by a decrease of insurance revenues due to the sale of CHS Insurance during the third quarter of fiscal 2018.

Cost of Goods Sold by Segment

Energy
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Cost of goods sold$6,303,323
 $7,031,000
 $(727,677) (10.3)%

The following table and commentary present the primary reasons for changes in COGS for our Energy segment, net of intercompany COGS, for the year ended August 31, 2019, compared to the prior year:
  2019 vs. 2018
  (Dollars in thousands)
Volume $(14,855)
Price (616,600)
Transportation, retail and other (96,222)
Total change in Energy COGS $(727,677)

The $727.7 million decrease in Energy segment COGS for fiscal 2019 reflects the following:
Decreased refined fuels costs and volumes contributed to $396.4 million and $59.8 million decreases of COGS, respectively. Decreased costs for refined fuels was driven primarily by favorable pricing on heavy Canadian crude oil, which is processed by our refineries, as well as decreased renewable energy credit costs. The decreased volumes were attributed primarily to poor weather conditions that prevented and delayed spring planting of crops across much of the agricultural region of the United States, lowering demand for our diesel fuel products.
Decreased propane costs contributed to a $147.7 million decrease of COGS; however, the decrease was partially offset by an 8% increase in propane volumes, which contributed to a $60.2 million increase of COGS.
A gain of $80.8 million recognized as a reduction of COGS in our Consolidated Statements of Operations during fiscal 2019, which resulted from manufacturing changes in our Energy business that allowed us to benefit from certain federal excise tax credits.
Transportation, retail and other COGS decreased primarily as a result of the sale of 34 Zip Trip stores located in the Pacific Northwest that were sold during the third quarter of fiscal 2018. Costs associated with these stores were included in our Energy segment results of operations during most of fiscal 2018, but were not present in fiscal 2019.
Other COGS also decreased as a result of the impact of applying new revenue recognition guidance under ASC Topic 606 during fiscal 2019 compared to previous guidance during the comparable period of the prior fiscal year, which resulted in a $52.1 million decrease of COGS due to certain contracts being recognized on a net basis rather than a gross basis.

Ag
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Cost of goods sold$24,215,749
 $24,560,854
 $(345,105) (1.4)%

The following table and commentary present the primary reasons for changes in COGS for our Ag segment, net of intercompany COGS, for the year ended August 31, 2019, compared to the prior year:
  2019 vs. 2018
  (Dollars in thousands)
Volume $(89,447)
Price (255,658)
Total change in Ag COGS $(345,105)

30



The $345.1 million decrease in Ag segment COGS for fiscal 2019 reflects the following:
Decreased volumes associated with grain and oilseed contributed to a $595.8 million decrease of COGS. The decreased volumes resulted primarily from continuing global trade tensions between the United States and foreign trading partners.
Decreased costs associated with grain and oilseed, feed and farm supplies, renewable fuels and processing and food ingredients contributed to decreased COGS, the largest of which were attributable to decreased renewable fuel and feed and farm supply costs, which decreased COGS by $223.5 million and $182.5 million, respectively. Although ethanol demand has remained relatively stable in North America, margins remained under pressure for most of fiscal 2019 as ethanol production and inventory supplies remained at high levels. The decreased costs also resulted from the poor weather conditions, including heavy snow and rainfall, during the spring of 2019 in the agricultural region of the United States that prevented and delayed planting of crops (impacting the mix and timing of products sold) and continuing global trade tensions between the United States and foreign trading partners.
The decreased COGS across much of the Ag segment was partially offset by increased volumes and costs associated with certain agronomy products and processing and food ingredients, most of which was attributable to an increase of COGS that resulted from our acquisition of the remaining 75% ownership interest in WCD that we did not previously own on March 1, 2016. 2019, the results of which were not included in the comparable period of the prior fiscal year.

All Other Segments
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Nitrogen Production COGS$2,879
 $1,340
 $1,539
 NM*
Corporate and Other COGS$(5,831) $(3,307) $(2,524) NM*
*NM - not meaningful

There were no significant changes to COGS for our Nitrogen Production segment or Corporate and Other during fiscal 2019.

Marketing, General and Administrative Expenses
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Marketing, general and administrative expenses$737,636
 $677,465
 $60,171
 8.9%

The $60.2 million increase in marketing, general and administrative expenses for fiscal 2019 relates primarily to increased annual incentive compensation resulting from improved earnings during fiscal 2019, increased consulting and outside service fees associated with ongoing internal controls strengthening efforts in response to prior material weakness determinations and increased repairs and maintenance expense at our facilities.

Reserve and Impairment Charges (Recoveries), Net
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Reserve and impairment charges (recoveries), net$(12,905) $(37,709) $24,804
 65.8%

The $24.8 million decrease in recoveries of reserve and impairment charges relates primarily to the impact of reserve and impairment charges recorded during fiscal 2019 that offset recoveries. Recoveries of amounts reserved and impaired during previous years totaled approximately $109.4 million during fiscal 2019; however, these recoveries were offset by approximately $96.5 million of reserve and impairment charges recorded during fiscal 2019 that resulted from the challenging agricultural environment that continues to negatively impact our Ag segment. The reserve and impairment charges recorded during fiscal 2019 relate primarily to increased loan loss reserves of $48.4 million in our country operations business, including the impact of a $25.5 million out-of-period adjustment, as well as a $27.4 million impairment of goodwill associated with a reporting unit in our Ag segment and the impairment of other long-lived assets.


31



Gain (Loss) on Disposal of Business
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Gain (loss) on disposal of business$3,886
 $131,816
 $(127,930) NM*
*NM - not meaningful

The decrease in gain (loss) on disposal of business is primarily attributable to gains recognized on the sale of certain assets during fiscal 2018 that did not reoccur during fiscal 2019, including a $65.9 million gain in our Energy segment associated with the sale of 34 Zip Trip stores located in the Pacific Northwest and sale of the Council Bluffs pipeline and refined fuels terminal in Council Bluffs, Iowa, and a $58.2 million gain in Corporate and Other associated with the sale of CHS Insurance.

Interest Expense
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Interest expense$167,065
 $149,202
 $17,863
 12.0%

The $17.9 million increase in interest expense for fiscal 2019 was due to higher outstanding debt balances associated with our unsecured revolving credit facility and higher interest rates during fiscal 2019.

Other Income (Loss)
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Other income (loss)$82,423
 $82,737
 $(314) (0.4)%

There were no significant changes to other income (loss) during fiscal 2019.

Equity Income (Loss) from Investments
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Equity income (loss) from investments*$236,755
 $153,515
 $83,240
 54.2%
*See Note 4, 5, Investments,, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. As fiscal 2016 represented our initial year of investment, there is no comparable income in the prior year. Our Foods segment and Corporate and Other did not experience a significant change in IBIT in fiscal 2016 when compared to fiscal 2015.

Revenues by Segment

Energy
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Revenue$6,265,197
 $5,447,542
 $8,210,337
 $817,655
 15.0% $(2,762,795) (33.7)%

The following table and commentary present the primary reasons for the changes in revenue for the Energy segment for each of the years ended August 31, 2017, and 2016, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $237
 $(596)
Price 568
 (2,142)
Other* 13
 (25)
Total change in Energy revenue $818
 $(2,763)
* Other includes retail and non-commodity type activities.



27



Comparison of Energy segment revenue for the years ended August 31, 2017, and 2016

The $817.7$83.2 million increase in Energy revenueof equity income (loss) from investments for fiscal 2017 reflects the following:
Refined fuels revenues rose $678.3 million (15%), of which approximately $456.0 million related to an increase in the net average selling price and $222.3 million related to higher sales volumes, compared to the prior year. The selling price of refined fuels products increased an average of $0.16 (10%) per gallon, and sales volumes increased 5%, compared to the previous year.
Propane revenues increased $109.5 million (22%), of which $100.1 million was attributable to a rise in the net average selling price and $9.4 million was attributable to higher volumes. Propane sales volume increased 2% and the average selling price of propane increased $0.13 (20%) per gallon, when compared to the previous year.

Comparison of Energy segment revenue for the years ended August 31, 2016, and 2015

The $2.8 billion decrease in Energy revenue for fiscal 2016 reflects the following:
Refined fuels revenues decreased $2.5 billion (35%), of which approximately $2.0 billion related to a decline in the net average selling price and $480.1 million related to lower sales volumes, compared to the prior year. The selling price of refined fuels products decreased an average of $0.74 (30%) per gallon and sales volumes decreased 7%, compared to the previous year.
Propane revenues decreased $396.4 million (43%), of which $252.2 million was attributable to a lower net average selling price and $144.2 million was attributable to a decline in volumes. Propane sales volume decreased 16% due to warmer temperatures in fiscal 2016 compared to fiscal 2015 and the average selling price of propane decreased $0.34 (32%) per gallon, when compared to the previous year.

Ag
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Revenue$25,578,393
 $24,809,298
 $26,299,947
 $769,095
 3.1% $(1,490,649) (5.7)%

The following table and commentary present the primary reasons for the changes in revenue for the Ag segment for each of the years ended August 31, 2017, and 2016, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $804
 $4,079
Price (37) (5,541)
Other* 2
 (29)
Total change in Ag revenue $769
 $(1,491)
* Other includes retail and non-commodity type activities.

Comparison of Ag segment revenue for the years ended August 31, 2017, and 2016

The $769.1 million increase in Ag segment revenue for fiscal 2017 reflects the following:
Grain and oilseed revenues attributable to country operations and grain marketing totaled $18.0 billion and $16.8 billion during the years ended August 31, 2017, and 2016, respectively. The grain and oilseed revenue increase of $1.2 billion (7%) was attributable to $396.4 million in higher average grain selling prices and a rise in volumes of $815.0 million. The average sales price of all grain and oilseed commodities sold reflected an increase of 2%. Wheat, corn and soybean volumes increased by approximately 4% compared to the prior year. The increase in volumes was due to the large U.S. crop production, while the rise in pricing2019 was primarily due to higher spring wheatequity income recognized from our equity method investments in CF Nitrogen and soybean prices.Ventura Foods, which increased by $53.5 million and $26.8 million, respectively. The increases were driven by improved urea and UAN pricing for CF Nitrogen and improved product margins and volumes for Ventura Foods.
Our processing and food ingredients revenue decreased $205.7 million,
Income Tax Benefit (Expense)
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Income tax benefit (expense)$12,456
 $104,076
 $(91,620) (88.0)%

The decrease in income tax benefit was primarily due to a $181.1 million declineincremental tax benefits recognized during fiscal 2018 that did not reoccur during fiscal 2019, including revaluation of our net deferred tax liability resulting from the prior-year sale of an international location, along with a decline in volumes of $274.7 million (17%). An average sales price increase of $0.70 (5%) related to our oilseed commodities helped to partially offset the decreases by $250.1 million.

28



Wholesale crop nutrient revenues attributable to crop nutrientsTax Cuts and grain marketing decreased $54.3 million due to lower average fertilizer selling prices of $330.7 million, partially offset by higher volumes of $276.4 million. Our wholesale crop nutrient volumes increased 14%Jobs Act enacted on December 22, 2017, and the average sales price of all fertilizers sold reflected a decrease of $44.11 (14%) per ton compared to the prior year. The increase in volumes was due to improved market conditions from the prior year as well as supply chain management improvements.
Our renewable fuels revenue from our marketing and production operations decreased $7.2 million primarily as the result of 4% lower volumes, partially offset by a higher average sales price of $0.06 (4%) per gallon. Market supply and demand forces increased average sales prices. The decrease in volumes was due to lower exports.
The remaining Ag segment product revenues related primarily to feed and farm supplies decreased $176.9 million mainly due to reduced country operations retail sales and a falloff in plant food and sunflower pricing. The decreases were partially offset by increases in diesel sold as a result of higher grain movement and a rise in propane sold for home heating.
Total Ag revenues include "Other" revenues, which are generated from our country operations elevators and agri-service centers that derive revenues from activities related to production agriculture. These revenue generating activities include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services of this nature. In addition, our grain marketing operations receive "Other" revenues at our export terminals from activities related to loading vessels.

Comparison of Ag segment revenue for the years ended August 31, 2016, and 2015

The $1.5 billion decrease in Ag segment revenue for fiscal 2016 reflects the following:
Grain and oilseed revenues attributable to country operations and grain marketing totaled $16.8 billion and $17.2 billion during the years ended August 31, 2016, and 2015, respectively. The grain and oilseed revenue decrease of $479.2 million (3%) was attributable to $3.4 billion in lower average grain selling prices, partially offset by an increase in volumes of $3.0 billion. The average sales price of all grain and oilseed commodities sold reflected a decrease of 17%.
Our processing and food ingredients revenues were essentially flat with higher volumes offsetting lower average selling prices on our oilseed products. Typically, changes in average selling prices of oilseed products are primarily driven by the average market prices of soybeans. The increase in volumes sold is mostly due to the acquisitionintercompany transfer of a plant late in the fourth quarter of fiscal 2015.
Wholesale crop nutrient revenues attributable to crop nutrients and grain marketing decreased due to lower average fertilizer selling prices of $480.2 million and $8.7 million related to lower volumes. Our wholesale crop nutrient volumes decreased less than 1% and the average sales price of all fertilizers sold reflected a decline of $72.86 (19%) per ton.
Our renewable fuels revenue from our marketing and production operations decreased primarily as the result of a lower average sales price of $0.21 (12%) per gallon. Market supply and demand forces, as well as the decline in traditional fuel prices, drove prices lower year over year. The impact of lower prices was partially offset by higher volumes.
The remaining Ag segment product revenues related primarily to feed and farm supplies decreased mainly due to reduced country operations retail sales and the price of energy-related products.
Total Ag revenues include "Other" revenues which are generated from our country operations elevators and agri-service centers that derive revenues from activities related to production agriculture. These revenue generating activities include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services of this nature. In addition, our grain marketing operations receive "Other" revenues at our export terminals from activities related to loading vessels.








29



All Other Segments
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Corporate and Other revenue$91,161
 $90,363
 $72,158
 $798
 0.9% $18,205
 25.2%


Comparison of All Other Segments revenue for the years ended August 31, 2017, and 2016

There were no significant changes to revenue for all other segments for fiscal 2017. Our Nitrogen Production and Foods reportable segments represent equity method investments, and as such record earnings and allocated expenses but not revenue. Our Nitrogen Production segment did not exist prior to fiscal 2016.

Comparison of All Other Segments revenue for the years ended August 31, 2016, and 2015

Corporate and Other revenue for fiscal 2016 increased due to additional interest revenue within business solutions.

Cost of Goods Sold by Segment

Energy
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Cost of goods sold$5,998,958
 $5,043,676
 $7,522,319
 $955,282
 18.9% $(2,478,643) (33.0)%

The following table and commentary present the primary reasons for the changes in cost of goods sold ("COGS") for the Energy segment for each of the years ended August 31, 2017, and 2016, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $221
 $(556)
Price 692
 (1,901)
Other* 42
 (22)
Total change in Energy cost of goods sold $955
 $(2,479)
* Other includes retail and non-commodity type activities.

Comparison of Energy segment COGS for the years ended August 31, 2017, and 2016

The $1.0 billion increase in Energy segment COGS for fiscal 2017 reflects the following:
Refined fuels cost of goods sold increased $806.9 million (20%), which reflects a $0.21 (14%) per gallon rise in the average cost of refined fuels and a 5% volume increase.
The increase in propane cost of goods sold of $95.9 million was attributable to a 2% rise in volumes and an increase in average cost of $0.17 (28%) per gallon, these increases were partially offset by certain manufacturing changes that reduced costs of goods sold by $46.0 million.

Comparison of Energy segment COGS for the years ended August 31, 2016, and 2015

The $2.5 billion decrease in Energy segment COGS for fiscal 2016 reflects the following:
Refined fuels cost of goods sold decreased $1.8 billion (30%), which reflects a $0.52 (24%) per gallon reduction in the average cost of refined fuels and a 7% decrease in volumes.
The propane cost of goods sold decreased $432.3 million (47%), primarily from an average cost decline of $0.38 (37%) per gallon and a 16% decrease in volumes.


30



Ag
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Cost of goods sold$24,982,729
 $24,341,576
 $25,567,530
 $641,153
 2.6% $(1,225,954) (4.8)%

The following table and commentary present the primary reasons for the changes in COGS for the Ag segment for each of the years ended August 31, 2017, and 2016, compared to the prior year:
  2017 vs. 2016 2016 vs. 2015
  (Dollars in millions)
Volume $791
 $3,963
Price (484) (5,077)
Other* 334
 (112)
Total change in Ag cost of goods sold $641
 $(1,226)
* Other includes retail and non-commodity type activities.

Comparison of Ag segment COGS for the years ended August 31, 2017, and 2016

The $641.2 million increase in Ag segment COGS for fiscal 2017 reflects the following:
Grain and oilseed cost of goods sold attributable to country operations and grain marketing totaled $17.7 billion and $16.6 billion during the years ended August 31, 2017, and 2016, respectively. The costs of grains and oilseed procured through our Ag segment increased $1.1 billion. The majority of the addition was driven by a higher average cost per bushel of $0.89 (2%), which accounted for $299.8 million of the increase and a 5% elevation in volumes of $806.0 million. The average month-end market price per bushel of soybeans and spring wheat increased, while corn decreased slightly compared to the prior year. The increase in volumes was due to a large U.S. crop production.
Processing and food ingredients cost of goods sold decreased $205.9 million (13%) and is comprised of a $178.5 million decline due to the sale of an international location in the prior year, plus $268.9 million in lower volumes, partially offset by $268.8 million from a lower average cost of oilseeds purchased for further processing. Changes in cost are typically driven by the market price of soybeans purchased.
Wholesale crop nutrients cost of goods sold attributable to crop nutrients and grain marketing decreased by $93.1 million (5%), caused primarily by a decline of 16%, or $366.0 million, in average cost per ton of product. The drop was partially offset by an increase of 14%, or $272.9 million, in tons sold. The increase in volumes and decrease in the prices paid for goods were due to better market conditions compared to the prior year, as well as beneficial changes in supply chain management.
Renewable fuels cost of goods sold decreased $9.8 million (less than 1%) resulting from a volume decline of 4%, which was partially offset by an increase in the average cost per gallon of $0.06 (4%).
The remaining Ag segment product cost of goods sold, primarily feed and farm supplies, decreased $516.9 million due to a reduction in country operations retail sales and the purchase price of plant food and sunflower.
Total Ag cost of goods sold include "Other" cost of goods sold, which are generated from our country operations elevators and agri-service centers that incur costs from activities related to production agriculture. These cost of goods sold activities include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services of this nature. In addition, our grain marketing operations incur "Other" costs at our export terminals from activities related to loading vessels.

Comparison of Ag segment COGS for the years ended August 31, 2016, and 2015

The $1.2 billion decrease in Ag segment COGS for fiscal 2016 reflects the following:
Grain and oilseed cost of goods sold attributable to country operations and grain marketing totaled $16.6 billion and $16.8 billion during the years ended August 31, 2016 and 2015, respectively. The costs of grains and oilseed procured decreased $269.5 million. The majority of the decrease was driven by a lower average cost per bushel of $0.98 (16%), which accounted for $3.2 billion of the decrease, partially offset by a 17% increase in volumes of $2.9 billion.
Processing and food ingredients cost of goods sold increased $36.9 million (2%) and is comprised of $879.2 million in higher volumes, partially offset by $815.0 million from a lower average cost of oilseeds purchased for further processing. Changes in cost are typically driven by the market price of soybeans purchased.

31



Wholesale crop nutrients cost of goods sold decreased $361.2 million (15%). This is attributable to crop nutrients and grain marketing decreases of 15% in average cost per ton and a decrease in the tons sold of less than 1%.
Renewable fuels cost of goods sold decreased $172.5 million (11%) and is comprised of a decline in the average cost per gallon of $0.21 (12%), which was partially offset by an increase in volumes.
The remaining Ag segment product cost of goods sold, primarily feed and farm supplies, decreased $321.6 million due to a reduction in country operations retail sales and the purchase price of energy related products.
Total Ag cost of goods sold include "Other" cost of goods sold, which are generated from our country operations elevators and agri-service centers that incur costs from activities related to production agriculture. These cost of goods sold activities include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other associated services of this nature. In addition, our grain marketing operations incur "Other" costs at our export terminals from activities related to loading vessels.

All Other Segments
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Nitrogen Production COGS$(538) $2,222
 $
 $(2,760) (124.2)% $2,222
 NM
Corporate and Other COGS$4,361
 $431
 $1,827
 $3,930
 911.8 % $(1,396) (76.4)%
NM - Not meaningful

Comparison of All Other Segments COGS for the years ended August 31, 2017, and 2016

There were no significant changes to COGS for our Nitrogen Production segment for fiscalon December 1, 2017. The increase in COGS for Corporatefederal and Other for fiscal 2017 was due to increased commission expense as a result of higher volumes of transactions in business solutions.

Comparison of All Other Segments COGS for the years ended August 31, 2016, and 2015

There were no significant changes to COGS for Corporate and Other for fiscal 2016. Our Nitrogen Production segment, which has COGS related to our commodity hedges, was not created until February 2016, and therefore there are no COGS for our Nitrogen Production segment during fiscal 2015.

Marketing, General and Administrative Expenses
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Marketing, general and administrative expenses$604,359
 $601,261
 $642,309
 $3,098
 0.5% $(41,048) (6.4)%

Comparison of marketing, general and administrative expenses for the years ended August 31, 2017, and 2016

The $3.1 million increase in marketing, general and administrative expenses for fiscal 2017 reflects the following:
Primarily higher compensation expense, including incentive compensation accruals and separation expenses associated with the departure of our former chief executive officer.
The increase was partially offset by decreases in foreign currency exchange expenses and management focus on cost containment.

Comparison of marketing, general and administrative expenses for the years ended August 31, 2016, and 2015

The $41.0 million decrease in marketing, general and administrative expenses for fiscal 2016 is primarily due to reduced compensation expense, including a significant reduction of incentive compensation accruals.

state

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Reserve and Impairment Charges
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Reserve and impairment charges$456,679
 $47,836
 $133,045
 $408,843
 854.7% $(85,209) (64.0)%

Comparison of reserve and impairment charges for the years ended August 31, 2017, and 2016

The $408.8 million increase in reserve and impairment charges for fiscal 2017 reflects the following:
A Brazil trading partner in our Ag segment entering into bankruptcy-like proceedings under Brazilian law during fiscal 2017, which resulted in charges of $229.4 million.
The loan loss reserve expense in our Ag segment specific to a single producer borrower increased $81.0 million when compared to the prior year.
Charges of $110.6 million related to the impairment of long-lived assets and goodwill in our Ag segment during fiscal 2017.
An impairment charge in our Energy segment of $32.7 million associated with the cancellation of a capital project during fiscal 2017.
These increases were partially offset by decreases in bad debt expense related to other domestic and international areas of the business when compared to fiscal 2016.

Comparison of reserve and impairment charges for the years ended August 31, 2016, and 2015

Reserve and impairment charges for fiscal 2016 decreased $85.2 million as a result of:
In fiscal 2015 there was a $116.5 million charge related to our decision not to proceed with the development of a nitrogen fertilizer plant in Spiritwood, North Dakota, which did not reoccur in fiscal 2016.
The remaining fiscal 2016 charges relate to a net increase in receivables specific reserves related to an international customer and a domestic customer, along with increased costs related to prior year acquisitions included for the full year in fiscal 2016.

Gain (Loss) on Investments
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Gain (loss) on investments$(4,569) $9,252
 $5,239
 $(13,821) (149.4)% $4,013
 76.6%

Comparison of gain (loss) on investments for the years ended August 31, 2017, and 2016

The decrease in gain (loss) on investments is mainly attributable to the sale of an international investment during fiscal 2017 which resulted in a loss, along with fiscal 2016 gains on bond transactions specific to our international operations that did not reoccur during fiscal 2017.

Comparison of gain (loss) on investments for the years ended August 31, 2016, and 2015

The increase in gain (loss) on investments is mainly attributable to gains on bond transactions specific to our international operations.


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Interest Expense
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Interest expense$171,239
 $113,704
 $70,659
 $57,535
 50.6% $43,045
 60.9%

Comparison of interest expense for the years ended August 31, 2017, and 2016

The $57.5 million increase in interest expense for fiscal 2017 was due to higher interest expense of $34.0 million associated with higher debt balances, as well as lower capitalized interest of $23.5 million associated with our ongoing capital projects.

Comparison of interest expense for the years ended August 31, 2016, and 2015

The $43.0 million increase in interest expense for fiscal 2016 reflects the following:
Approximately $50.9 million of the increase was related to interest expense associated with increased debt balances in fiscal 2016 as well as lower capitalized interest of $26.9 million associated with our ongoing capital projects.
The above increases were partially offset by $34.8 million associated with a reduction in patronage earned by the noncontrolling interest of NCRA (now known as CHS McPherson).

Other Income (Loss)
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Other income (loss)$95,415
 $38,357
 $10,326
 $57,058
 148.8% $28,031
 271.5%

Comparison of other income (loss) for the years ended August 31, 2017, and 2016

The $57.1 million increase in other income (loss) for fiscal 2017 reflects the following:
Higher financing fees associated with various customer activities and receivables totaling $27.8 million.
A gain recorded of $30.5 million associated with an embedded derivative within the contract relating to our strategic investment in CF Nitrogen. See Note 12, Derivative Financial Instruments and Hedging Activities, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Comparison of other income (loss) for the years ended August 31, 2016, and 2015

The $28.0 million increase in other income (loss) for fiscal 2016 is related to higher financing fees received from various customer activities and receivables.

Equity Income (Loss) from Investments
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Equity income (loss) from investments$137,338
 $175,777
 $107,850
 $(38,439) (21.9)% $67,927
 63.0%

Comparison of equity income (loss) from investments for the years ended August 31, 2017, and 2016

Equity income (loss) from investments for fiscal 2017 primarily decreased due to lower equity income recognized from our equity method investments in Ventura Foods and CF Nitrogen caused by lower margins, which was partially offset by higher equity income recognized from our equity method investments in TEMCO and Ardent Mills. See Note 4, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. We also recorded $20.2 million of impairments related to international investments as a result of continued downward pressures in the agricultural markets. We record equity income or loss from the investments in which we have an

34



ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.

Comparison of equity income (loss) from investments for the years ended August 31, 2016, and 2015

Equity income (loss) from investments for fiscal 2016 primarily increased as a result of equity earnings recognized from our new equity method investment in CF Nitrogen. See Note 4, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Income Taxes
 
For the Years Ended August 31

 2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Income taxes$182,075
 $4,091
 $12,165
 $177,984
 NM $(8,074) (66.4)%
NM - Not meaningful

Comparison of income taxes for the years ended August 31, 2017, and 2016

During fiscal 2017, we had an increase in income tax benefit when compared to fiscal 2016, which was primarily due to the recognition of deferred tax benefits related to the issuance of non-qualified equity certificates in fiscal 2013 and 2014, a tax benefit in fiscal 2017 from retaining a significant portion of the Domestic production activities deduction and the bad debt deduction in our U.S. tax returns related to the performance of guarantees caused by an approximate $229.4 million loss related to a Brazilian trading partner entering into bankruptcy-like proceedings under Brazilian law. The fiscal 2016 income tax benefit related to an appeals settlement with the Internal Revenue Service that did not reoccur in fiscal 2017. The federal and state statutory rate applied to nonpatronage business activity was 38.4%24.7% and 38.3%29.3% for the years ended August 31, 2017,2019 and 2016,2018, respectively. The incomeIncome taxes and effective tax raterates vary each year based upon profitability and nonpatronage business activity during each of the comparable years with fiscal 2017's income tax benefit being unusually large in comparison to income before taxes.activity.

Comparison of income taxesresults of operations for the years ended August 31, 2016,2018 and 20152017

DuringFor a discussion of results of operations for fiscal 2016, we had a decrease in income tax benefit when2018 compared to fiscal 2015, which was primarily driven by an appeals settlement with the Internal Revenue Service for a fiscal 20072017, please refer to Part II, Item 7, Management's Discussion and 2006 tax matter. The fiscal 2015 income tax benefit related to the issuanceAnalysis of non-qualified equity certificatesFinancial Condition and Results of Operations in fiscal 2013 and 2014 and from the recognition of Kansas tax credits generated by CHS McPherson that did not reoccur in fiscal 2016. The federal and state statutory rate applied to nonpatronage business activity was 38.3% and 38.1%our Annual Report on Form 10-K for the yearsyear ended August 31, 2016, and 2015, respectively. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of2018, filed with the comparable years.SEC on December 3, 2018.


Liquidity and Capital Resources

Summary

In assessing our financial condition, we consider factors such as working capital and internal benchmarking related to our applicable covenants and other financial criteria. We fund our operations primarily through a combination of cash flows from operations andsupplemented with borrowings under our revolving credit facilities. We fund our capital expenditures and growth primarily through cash, operating cash flow and long-term debt financing.

On August 31, 2017,2019 and August 31, 2016,2018, we had working capital, defined as current assets less current liabilities, of $181.9 million$1.1 billion and $414.4$759.0 million, respectively. The decreaseincrease in working capital was driven primarily by the decreasereductions in our notes payable and debt and increases in our accounts receivable and cash balances.inventory that resulted from our acquisition of the remaining 75% ownership interest in WCD that we did not previously own. Our current ratio, defined as current assets divided by current liabilities, was 1.01.2 and 1.1 as of August 31, 2017,2019 and August 31, 2016,2018, respectively. Working capital and the current ratio may not be computed the same as similarly titled measures used by other companies. We believe this information is meaningful to investors as a measure of operational efficiency and short-term financial health.
As of August 31, 2017,2019, we had cash and cash equivalents of $181.4$211.2 million, total equities of $7.9$8.6 billion, long-term debt (including current maturities) of $2.2$1.8 billion and notes payable of $2.0$2.2 billion. Our capital allocation priorities include paying interest on debt and preferred stock dividends, returning cash to our member-owners in the form of cash patronage and equity redemptions, maintaining the safety and compliance of our operations, paying our dividends, reducing funded debt and taking advantage of strategic opportunities that benefit our owners. We expect the down cycle in the Ag industry to continue and while we maintain appropriate levels of

35



liquidity, we will continue to consider opportunities to further diversify and enhance our sources and amounts of liquidity. These opportunities include reducing operating expenses, deploying and/or financing working capital more efficiently and identifying and disposing of nonstrategic or underperforming assets. We believe that cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our operations for the foreseeable future and we expect to remain in compliance with our loan covenants.
In connection
Fiscal 2019 and 2018 Activity

During fiscal 2019, we completed the acquisition of the remaining 75% ownership interest in WCD that we did not previously own by paying $106.7 million, of which net cash flows were reduced by $8.0 million of cash acquired. WCD is now included in our Ag segment and deepens our presence in the agronomy products market. See Note 18, Acquisitions, of the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Also during fiscal 2019, our McPherson refinery finished its planned major maintenance. Total cash spend associated with the losses caused by a trading partner of ours in Brazil entering into bankruptcy-like proceedings under Brazilian law, we intend to fund a total of approximately $170.0project was $223.4 million in loan guarantees to our Brazilian operations infor the first nine months of fiscal 2018. It is our intention to fund these loan guarantees through a combination of sources including cash flow and the liquidity enhancement actions noted above.year ended August 31, 2019.
Fiscal 2017 and 2016 Activity
On July 18, 2017,June 27, 2019, we amended anextended our existing receivables and loans securitization facility (“("Securitization Facility” or the "Facility"Facility") with certain unaffiliated financial institutions (the "Purchasers"("Purchasers"). Under the Securitization Facility, CHS Capitalwe and CHS bothcertain of our subsidiaries ("Originators") sell eligible trade accountaccounts and notes receivable (“Receivables”("Receivables") they have originated to Cofina Funding, LLC (“Cofina Funding”("Cofina"), a wholly-owned bankruptcy-remote indirect subsidiary of CHS. Cofina Funding in turn sellstransfers the purchased Receivables in their entirety to the Purchasers. Prior to amending the Securitization Facility in July 2017, the transfer of Receivables wasPurchasers, which is accounted for as a secured borrowing. UnderDuring the termsperiod from July 2017 through a previous amendment of the amended Securitization Facility in June 2018, CHS accountsaccounted for Receivables sold under the facilitySecuritization Facility as a sale of financial assets pursuant to ASC 860, Transfers and derecognizesServicing, and the Receivables sold Receivableswere derecognized from itsour Consolidated Balance Sheets. 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 Securitization Facility is scheduled to terminate on June 26, 2020, but may be extended.

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, with maximum availability of $700.0 million. As of August 31, 2017, the total availability under the Securitization Facility was $618.0 million, all of which had been utilized. The Securitization Facility had previously been amended in July 2016, which had increased total availability under the Facility to $850.0 million. The amount of funding outstanding against our securitized Receivables at August 31, 2016 was $550.0 million.
The Facility agreement contains certain customary representations and warranties and affirmative covenants, including as to the eligibility of the Receivables being sold, and contains customary program termination events and non-reinvestment events. We were in compliance with all covenants associated with our Securitization Facility as of August 31, 2017.

In February 2016, we invested $2.8 billion in CF Nitrogen, commencing our strategic venture with CF Industries. The investment consists of an 11.4% membership interest (based on product tons) in CF Nitrogen; and an associated 80-year supply agreement that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate annually from CF Nitrogen for ratable delivery. The investment was financed through operating cash flow, the issuance of long-term debt, preferred stock proceeds and available cash.
In January 2016, we consummated a private placement of long-term notes in the aggregate principal amount of $680.0 million with certain accredited investors, which long-term notes are layered into six series. See Note 7, Notes Payable and Long-Term Debt, of the notes to consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

In December 2015, we entered into three bilateral, uncommitted revolving credit facilities with an aggregate capacity of $1.3 billion. As of August 31, 2017, one bilateral agreement remained with capacity of $250 million. Amounts borrowed under these short-term lines are used to fund our working capital.

In September 2015, we amended and restated our primary committed line of credit, which is a $3.0 billion five-year, unsecured revolving credit facility with a syndication of domestic and international banks that expires in September 2020. The outstanding balance on this facility was $480.0 million and $700.0 million as of August 31, 2017 and 2016, respectively. In addition, we entered into a ten-year term loan with a syndication of banks for up to $600.0 million. The full amount under the term loan was drawn down in January 2016. As of August 31, 2017, $300.0 million of principal under the term loan was outstanding. Principal on the term loan is payable in full on September 4, 2025.


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2019 and 2018, the total availability under the Securitization Facility was $632.0 million and $645.0 million, respectively, all of which had been utilized.

On September 4, 2018, we entered into a repurchase facility (the "Repurchase Facility") related to the Securitization Facility. Under the Repurchase Facility, we are able to borrow up to $150.0 million, collateralized by a subordinated note issued by Cofina in favor of the Originators and representing a portion of the outstanding balance of the Receivables sold by the Originators to Cofina under the Securitization Facility. As of August 31, 2019, the outstanding balance under the Repurchase Facility was $150.0 million.

Cash Flows
 For the Years Ended August 31, Change
 2019 2018 Dollars Percent
 (Dollars in thousands)    
Net cash provided by (used in) operating activities$1,139,931
 $1,074,497
 $65,434
 6.1 %
Net cash provided by (used in) investing activities(661,283) (79,524) (581,759) (731.6)%
Net cash provided by (used in) financing activities(725,646) (732,170) 6,524
 0.9 %
Effect of exchange rate changes on cash and cash equivalents2,733
 8,864
 (6,131) (69.2)%
Net increase (decrease) in cash and cash equivalents$(244,265) $271,667
 $(515,932) (189.9)%

The following table presents summarized$65.4 million increase in cash provided by operating activities primarily reflects increased net income during fiscal 2019 compared to the prior fiscal year. A combination of factors contributed to various other offsetting changes within operating cash flow data foractivities, including decreased revenues that resulted from global trade tensions between the years ended August 31, 2017, 2016,United States and 2015:
   2017 vs. 2016 2016 vs. 2015
 2017 2016 2015 $ Change % Change $ Change % Change
 (Dollars in thousands)
Net cash provided by (used in) operating activities$932,994
 $1,263,498
 $570,010
 $(330,504) (26)% $693,488
 122 %
Net cash provided by (used in) investing activities(405,041) (3,746,971) (1,908,668) 3,341,930
 89 % (1,838,303) (96)%
Net cash provided by (used in) financing activities(621,193) 1,814,196
 153,828
 (2,435,389) (134)% 1,660,368
 1,079 %
Effect of exchange rate changes on cash and cash equivalents(4,694) (5,223) 5,436
 529
 10 % (10,659) (196)%
Net increase (decrease) in cash and cash equivalents$(97,934) $(674,500) $(1,179,394) $576,566
 85 % $504,894
 43 %
its foreign trading partners, as well as poor weather conditions during the spring of 2019 in the agricultural region of the United States that prevented and delayed planting of crops.

Fiscal Year 2017 Compared to Fiscal Year 2016The $581.8 million increase in cash used in investing activities for fiscal 2019 primarily reflects the following:
Cash outflows of approximately $223.4 million for planned major maintenance at our McPherson refinery during fiscal 2019.
Proceeds of $230.0 million from the sale of certain North American businesses/assets during fiscal 2018 that did not reoccur during fiscal 2019.
In March 2019, we acquired the remaining 75% ownership interest in WCD that we did not previously own for $106.7 million, of which net cash flows were reduced by $8.0 million of cash acquired.
Increased acquisitions of property, plant and equipment for selective growth capital investments.
The increased uses of cash referenced above were partially offset by certain other investing activities, including increased payments from customer financing and decreased investments redeemed.

Cash from operatingused in financing activities decreased by $6.5 million for fiscal 2017 decreased $330.5 million,2019, primarily due to the following:
Increases in inventory resulting from increased commodity prices and volumes on hand. On August 31, 2017, the per bushel market prices of two of our primary grain commodities, spring wheat and corn, increased by $1.33 (27%) and $0.41 (14%), respectively, when compared to the spot prices on August 31, 2016. The per bushel market price of our third primary commodity, soybeans, decreased by $0.24 (2%) when compared to the spot price on August 31, 2016. In general, crude oil market prices increased $2.53 (6%) per barrel on August 31, 2017, when compared to August 31, 2016. Partially offsetting grain prices, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases of up to 14%, depending on the specific products, compared to prices on August 31, 2016.
LowerDecreased net income due to increased reserve and impairment charges within our Ag and Energy segments.

The $3.3 billion increase in cash from investing activities for fiscal 2017 reflects the following:
Our $2.8 billion investment in CF Nitrogen completed in fiscal 2016 which didn't reoccur in fiscal 2017.
Reduced acquisitions of property, plant and equipment and other business acquisitions. The significant decrease in acquisitions of property, plant and equipment was primarily related to our plan to reduce our capital investments to allow us to actively reduce our funded debt obligations.
Net cash proceeds of $7.9 million related to the sale of Receivablesoutflows associated with the Securitization Facility.

Cash from financing activities for fiscal 2017 decreased $2.4 billion, primarily due to the following:
Proceeds from issuances of debt instruments related primarily to the financing of the CF Nitrogen investment in fiscal 2016 which didn't reoccur in fiscal 2017.our notes payable and long-term borrowings.
The decrease above was partially offset by reduced paymentspayment of cash patronage inof $75.8 million during fiscal 20172019 and the final contingent paymentincreased equity redemption payments of the noncontrolling interest in CHS McPherson made in fiscal 2016.

Fiscal Year 2016 Compared to Fiscal Year 2015

Cash from operating activities for fiscal 2016 increased $693.5 million, primarily due to declines in inventory and other current assets resulting from decreased commodity prices. On August 31, 2016, the per bushel market prices of two of our primary grain commodities, corn and spring wheat, decreased by $0.90 (23%) and $0.11 (2%), respectively, when compared to the spot prices on August 31, 2015. The per bushel market price of our third primary commodity, soybeans, increased by $0.63 (7%) when compared to the spot price on August 31, 2015. In general, crude oil market prices decreased $4.50 (9%) per barrel on August 31, 2016, when compared to August 31, 2015. Comparing the same periods, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses reflected decreases of up to 34%, depending on the specific products, compared to prices on August 31, 2015.

The $1.8 billion decrease in cash from investing activities for fiscal 2016, reflects the following:
Our $2.8 billion investment in CF Nitrogen.
The decrease above was partially offset by reduced acquisitions of property, plant and equipment and other business acquisitions. The significant decrease in acquisitions of property, plant and equipment was primarily related to our plan to reduce our capital investments to allow us to actively reduce our funded debt obligations.


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Cash from financing activities for fiscal 2016 increased $1.7 billion, primarily due to proceeds from issuances of debt instruments related primarily to the financing of the CF Nitrogen investment.$76.7 million.

Future Uses of Cash

We expect to utilize cash and cash equivalents, along with cash generated by operating activities, to fund capital expenditures, major repairs, debt and interest payments, for debt, interest,preferred stock dividends, patronage and guarantees.equity redemptions. The following is a summary of our primary cash requirements for fiscal 2018:2020:

Capital expenditures. We expect total capital expenditures for fiscal 20182020 to be approximately $602.0$524.8 million, compared to capital expenditures of $446.7$443.2 million in fiscal 2017.2019. Included in that amount for fiscal 20182020 is approximately $221.0$105.0 million for the acquisition of property, plant and equipment and major repairs at our Laurel Montana and McPherson Kansas refineries.
Major repairs. Refineries have planned major maintenance to overhaul, repair, inspect and replace process materials and equipment (referred to as "turnaround") which typically occur for a five-to-six week period every 2-5 years. Our Laurel, Montana refinery has planned maintenance scheduled for fiscal 2018 for approximately $92.0 million.
Debt and interest. We expect to repay approximately $149.1$39.2 million of long-term debt and capital lease obligations and incur interest payments related to long-term debt of approximately $87.8$76.2 million during fiscal 2018.2020.
Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding atas of August 31, 2017.2019. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2018.2020.

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Patronage. Our Board of Directors authorized approximately $90.0 million of our fiscal 2019 patronage sourced earnings to be paid to our member owners during fiscal 2020.
GuaranteesEquity redemptions. We intend to fund aOur Board of Directors authorized and we expect total redemptions of approximately $170$90.0 million to be distributed in loan guarantees to our Brazilian operationsfiscal 2020 and in the next nine months as a resultform of losses causedredemptions of qualified and non-qualified equity owned by a trading partner of ours in Brazil entering into bankruptcy-like proceedings under Brazilian law.individual producer members and association members.

Future Sources of Cash
    
We fund our current operations primarily through a combination of cash flows from operations and committed and uncommitted revolving credit facilities, including our Securitization Facility and Repurchase Facility. We believe these sources will provide adequate liquidity to meet our working capital needs. 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 privately placed long-term debt and term loans. In addition, our wholly-owned subsidiary, CHS Capital, makes loans to member cooperatives, businesses and individual producers of agricultural products included in our cash flows from investing activities and has financing sources as detailed below in CHS Capital Financing.

Working Capital Financing

We finance our working capital needs through committed and uncommitted lines of credit with domestic and international banks. We believe our current cash balances and our available capacity on our committed lines of credit will provide adequate liquidity to meet our working capital needs. The following table summarizes our primary lines of credit as of August 31, 2017,2019 and 2016:2018:
Revolving Credit Facilities Maturities Total Capacity Borrowings Outstanding Interest Rates
    2017 2017 2016  
    (Dollars in thousands)  
Committed Five-Year Unsecured Facility 2020 $3,000,000
 $480,000 $700,000 LIBOR+0.00% to 1.45%
Uncommitted Bilateral Facilities 2017 250,000
 250,000 300,000 LIBOR+0.00% to 1.05%
Primary Revolving Credit Facilities Maturity Total Capacity Borrowings Outstanding Interest Rates
    2019 2019 2018  
    (Dollars in thousands)  
Committed five-year unsecured facility 2024 $2,750,000
 $335,000
 $
 LIBOR or base rate +0.00% to 1.45%
Uncommitted bilateral facilities 2020 630,000
 430,000
 515,000
 LIBOR or base rate +0.00% to 1.20%

On July 16, 2019, we amended and restated our primary line of credit, which is a five-year, unsecured revolving credit facility with a syndicate of domestic and international banks. The credit facility provides a committed amount of $2.75 billion that expires on July 16, 2024.
In addition to our primary revolving lines of credit, we have a three-year $325.0$315.0 million committed revolving pre-export credit facility for CHS Agronegocio Industria e Comercio Ltda ("CHS Agronegocio"), our wholly-owned subsidiary, in Brazil. CHS Agronegocio uses the facility, which expires in April 2019, to financeprovide financing for its working capital needs related toarising from its purchases and sales of grains, fertilizers and other agricultural products.products and that expires in April 2020. As of August 31, 2017, the2019, no amounts were outstanding balance under the facility was $250.0 million.facility.

In addition to our uncommitted bilateral facilityfacilities above, as of August 31, 2017, our wholly-owned subsidiaries, CHS Europe S.a.r.l and CHS Agronegocio, had uncommitted lines of credit with $433.9$342.7 million outstanding.outstanding, as of August 31, 2019. In addition, our other international subsidiaries had total lines of credit with a totaloutstanding of $168.4$155.8 million outstanding as of August 31, 2017,2019, of which $15.4$13.8 million was collateralized.


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On August 31, 2017, and 2016, we had total short-term indebtedness outstanding on these various primary and other facilities, as well as other miscellaneous short-term notes payable, in the amount of $1.7 billion and $1.8 billion, respectively.
Long-term Debt Financing

The following table presents summarized long-term debt dataincluding current maturities, for the years ended August 31, 2017,2019 and 2016.2018.
For the Years Ended August 31

For the Years Ended August 31,
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Private placement debt$1,643,886
 $1,775,924
$1,379,840
 $1,510,547
Bank financing445,000
 345,000
366,000
 366,000
Capital lease obligations33,075
 105,708
28,239
 25,280
Other notes and contract payable62,652
 76,147
18,601
 32,607
Deferred financing costs(4,820) (5,574)(3,569) (4,179)
$2,179,793
 $2,297,205
$1,789,111
 $1,930,255
Long-term debt outstanding as of August 31, 2017,2019, has aggregate maturities, excluding fair value adjustments and capital leases, as follows:
(Dollars in thousands)(Dollars in thousands)
2018$149,050
2019167,412
202031,478
$32,812
2021182,949
180,663
2022126
66
2023282,066
20242,620
Thereafter1,611,385
1,256,525
$2,142,400
$1,754,752
See Note 7,8, Notes Payable and Long-Term Debt, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

CHS Capital Financing

For a description of the Securitization Facility and the Repurchase Facility, see above in Fiscal 20172019 and 20162018 activity.

CHS Capital has available credit under a master participation agreementsagreement with numerous counterparties. Prior to the fourth quarter of fiscal 2017, all borrowingsone counterparty. Borrowings under these agreements were accounted for as secured borrowings. During the fourth quarter of fiscal 2017, certain of these agreements were amended resulting in the Company accounting for the participations as the sale of financial assets. As of August 31, 2017, the remaining participationsthis agreement are accounted for as secured borrowings and bear interest at variable rates ranging from 2.61% to 4.45%.4.19% as of August 31, 2019. As of August 31, 2017,2019, the total funding commitment under these agreementsthis agreement was $94.1$5.0 million, of which $29.4$2.3 million was borrowed.

CHS Capital sells loan commitments it has originated to ProPartners Financial ("ProPartners") on a recourse basis. The total capacity for commitments under the ProPartners program is $265.0 million. The totalTotal outstanding commitments under the program totaled $220.2were $65.8 million as of August 31, 2017,2019, of which $144.1$42.3 million was borrowed under these commitments with an interest rate of 2.45%3.36%.

CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates ranging from 0.10%0.35% to 0.90%1.40% as of August 31, 2017,2019, and are due upon demand. Borrowings under these notes totaled $119.3$63.8 million as of August 31, 2017.2019.

Covenants    

Our long-term debt is mostly unsecured; however, restrictive covenants under various debt agreements have requirements forrequire the maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all debt covenants and restrictions as of August 31, 2017.2019. Based on our current 20182020 projections, we expect continued covenant compliance in the near term.compliance.

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In September 2015, we amended allAll outstanding private placement notes to conform theto financial covenants applicable thereto to those of our amended and restated five-year, unsecured, revolving credit facility. The amended notes provide that if our ratio of consolidated funded debt to

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consolidated cash flow is greater than 3.0 to 1.0, the interest rate on all outstanding notes will be increased by 0.25% until the ratio becomes 3.0 or less. During both fiscal 20172019 and 2016,2018, our ratio of funded debt to consolidated cash flow remained below 3.0 to 1.0.

Patronage and Equity Redemptions

In accordance with our bylaws and upon approvalby action of our Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year. For the year ended August 31, 2017, our Board of Directors authorized only non-qualified distributions, with no cash patronage. For the years ended August 31, 2016, 2015, and 2014, theare based on amounts using financial statement earnings. The cash portion of the qualified distributions was deemedpatronage distribution, if any, is determined annually by our Board of Directors, with the balance issued in the form of qualified and/or non-qualified capital equity certificates. Total patronage distributions for fiscal 2019 are estimated to be 40%.$562.4 million, with the qualified cash portion estimated to be $90.0 million and non-qualified equity distributions of $472.4 million. No portion of annual net earnings for fiscal 2019 will be issued in the form of qualified capital equity certificates. Patronage distributions for fiscal 2018 were $428.8 million, with a $75.8 million cash portion. Actual patronage distributions and cash portion for fiscal 2017 and 2016 were $128.8 million (with no cash portion) and $257.5 million ($103.9 million in cash), respectively.

The following table presents estimated patronage data for the year ending August 31, 2018,2020, and actual patronage data for the years ended August 31, 2017, 2016,2019, 2018 and 2015:2017:
 2018 2017 2016 2015
 (Dollars in millions)
Patronage Distributed in Cash$
 $103.9
 $251.7
 $271.2
Patronage Distributed in Equity126.3
 153.6
 375.5
 550.3
Total Patronage Distributed$126.3
 $257.5
 $627.2
 $821.5
 2020 2019 2018 2017
 (Dollars in millions)
Patronage distributed in cash$90.0
 $75.8
 $
 $103.9
Patronage distributed in equity472.4
 353.0
 128.8
 153.6
Total patronage distributed$562.4
 $428.8
 $128.8
 $257.5
In accordance with authorization from our Board of Directors, we expect total redemptions related to the year ended August 31, 2017, that will be2019, and distributed in fiscal 2018,2020 to be approximately $10.0 million and to be mostly in the form of redemptions of equity owned by the estates of deceased individual producer members.$90.0 million. These redemptions are classified as a current liability on the August 31, 2017,2019, Consolidated Balance Sheet.
On March 30, 2017, we issued 695,390 shares of Class B Series 1 Preferred Stock to redeem approximately $20.0 million of qualified equity certificates to eligible owners. Each share of Class B Series 1 Preferred Stock was issued in redemption of $28.74 of qualified equity certificates.
In March 2016, we redeemed approximately $76.8 million of qualified equity certificates by issuing 2,693,195 shares of Class B Series 1 Preferred Stock, with a total redemption value of $67.3 million, excluding accumulated dividends. For each share of Class B Series 1 Preferred Stock that was issued, we redeemed $28.50 worth of capital equity certificates.Other Financing

See Note 9,10, Equities, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for a summary of our outstanding preferred stock as of August 31, 2017,2019, each series of which is listed and traded on the Global Select Market of NASDAQ.Nasdaq.

Off BalanceOff-Balance Sheet Financing Arrangements

Guarantees:Guarantees

We are a guarantor for lines of credit and performance obligations of related, non-consolidated companies. Our bank covenants allow maximum guarantees of $1.0 billion, of which $105.3$196.0 million were outstanding on August 31, 2017.2019. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees were current as of August 31, 2017.2019.

Operating leases:Leases
    
Minimum futureFuture minimum lease payments required under noncancelable operating leases as of August 31, 2017,2019, were $236.6$342.0 million.

Debt:Debt

There is no material off balanceoff-balance sheet debt.



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Receivables Securitization Facility and Loan Participations:Participations

In fiscal 2017, we engagedWe engage in off-balance sheet arrangements through our Securitization Facility and certain loan participation agreements. Refer to further details about these arrangements in Note 2,3, Receivables, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K.

Contractual Obligations

We had certain contractual obligations atas of August 31, 2017,2019, which require the following payments to be made:
Payments Due by PeriodPayments Due by Period
Total 
Less than
1 Year
 
1 - 3
Years
 
3 - 5
Years
 
More than
5 Years
Total 
Less than
1 Year
 
1 - 3
Years
 
3 - 5
Years
 
More than
5 Years
(Dollars in thousands)(Dollars in thousands)
Long-term debt obligations (1)
$2,142,400
 $149,050
 $198,890
 $183,075
 $1,611,385
$1,754,752
 $32,812
 $180,729
 $284,686
 $1,256,525
Interest payments (2)
647,782
 87,756
 159,427
 141,984
 258,615
575,305
 76,217
 142,227
 122,001
 234,860
Capital lease obligations (3)
39,500
 6,867
 10,878
 8,470
 13,285
31,684
 6,761
 11,220
 7,186
 6,517
Operating lease obligations236,620
 57,957
 76,989
 44,874
 56,800
341,988
 87,168
 101,046
 61,121
 92,653
Purchase obligations (4)
7,534,491
 5,802,142
 812,211
 243,978
 676,160
7,094,073
 5,696,389
 719,274
 256,480
 421,930
Other liabilities (5)
635,490
 37,984
 35,836
 21,832
 539,838
496,356
 
 35,355
 17,143
 443,858
Total obligations$11,236,283
 $6,141,756
 $1,294,231
 $644,213
 $3,156,083
$10,294,158
 $5,899,347
 $1,189,851
 $748,617
 $2,456,343

(1)
Excludes fair value adjustments to the long-term debt reported on our Consolidated Balance Sheet at August 31, 2017, resulting from fair value interest rate swaps and the related hedge accounting.
(2)
Based on interest rates and long-term debt balances at August 31, 2017.
(3)
Future minimum lease payments under capital leases include amounts related to bargain purchase options and residual value guarantees, which represent economic obligations as opposed to contractual payment obligations.
(4)
Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and approximate time of the transactions. In the ordinary course of business, we enter into a significant number of forward purchase commitments for agricultural and energy commodities and the related freight. The purchase obligation amounts shown above include both short- and long-term obligations and are based on: a) fixed or minimum quantities to be purchased; and b) fixed or estimated prices to be paid at the time of settlement. Current estimates are based on assumptions about future market conditions that will exist at the time of settlement. Consequently, actual amounts paid under these contracts may differ due to the variable pricing provisions. Market risk related to the variability of our forward purchase commitments is economically hedged by offsetting forward sale contracts that are not included in the amounts above.
(5)
Other liabilities include the long-term portion of deferred compensation, deferred tax liabilities and contractual redemptions. Of the total other liabilities and deferred tax liabilities of $611.9 million on our Consolidated Balance Sheet at August 31, 2017, the timing of the payments of $519.8 million of such liabilities cannot be determined.
(1) Excludes fair value adjustments to the long-term debt reported on our Consolidated Balance Sheet as of August 31, 2019, resulting from fair value interest rate swaps and related hedge accounting.

(2) Based on interest rates and long-term debt balances as of August 31, 2019.

(3) Future minimum lease payments under capital leases include amounts related to bargain purchase options and residual value guarantees, which represent economic obligations as opposed to contractual payment obligations.

(4) Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and approximate time of the transactions. In the ordinary course of business, we enter into a significant number of forward purchase commitments for agricultural and energy commodities and related freight. The purchase obligation amounts shown above include both short- and long-term obligations and are based on a) fixed or minimum quantities to be purchased and b) fixed or estimated prices to be paid at the time of settlement. Current estimates are based on assumptions about future market conditions that will exist at the time of settlement. Consequently, actual amounts paid under these contracts may differ due to the variable pricing provisions. Market risk related to the variability of our forward purchase commitments is economically hedged by offsetting forward sale contracts that are not included in the amounts above.

(5) Other liabilities include the long-term portion of deferred compensation, deferred tax liabilities and contractual redemptions. Of the total other liabilities and deferred tax liabilities of $496.4 million on our Consolidated Balance Sheet as of August 31, 2019, the timing of the payments of $431.8 million of such liabilities cannot be determined.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with U.S. GAAP. The preparationPreparation of these consolidated financial statements requires the use of estimates, as well as management’s judgments and assumptions regarding matters that are subjective, uncertain or involve a high degree of complexity, all of which affect the results of operations and financial condition for the periods presented. We believe that of ourthe following significant accounting policies the following may involve a higher degree of estimates, judgments and complexity.


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Inventory Valuation and Reserves

Grain, processed grain, oilseed and processed oilseed inventories are stated at net realizable value. All other inventories are stated at the lower of cost or net realizable value. 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 non-grain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods. Estimates are used in determining the net realizable values of grain and oilseed and processed grains and oilseeds inventories. These estimates include the measurement of grain in bins and other storage facilities, which useuses formulas in addition to actual measurements taken to arrive at appropriate quantities. Other determinations made by management include quality of the inventory and estimates for

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freight. Grain shrink reserves and other reserves that account for spoilage also affect inventory valuations. If estimates regarding the valuation of inventories, or the adequacy of reserves, are less favorable than management’s assumptions, then additional reserves or write-downs of inventories may be required.

Derivative Financial Instruments

We enter into exchange-traded commodity futures and options contracts to hedge our exposure to price fluctuations on energy, grain and oilseed transactions to the extent considered practicable for minimizing risk. Futures and options contracts used for hedging are purchased and sold through regulated commodity exchanges. We also use over-the-counter ("OTC") instruments to hedge our exposure on fixed-price contracts. Fluctuations in inventory valuations, however, may not be completely hedged, due in part to the absence of satisfactory hedging facilities for certain commodities and geographical areas and in part to our assessment of our exposure from expected price fluctuations. We also manage our risks by entering into fixed-price purchase contracts with preapproved producers and establishing appropriate limits for individual suppliers. Fixed-price sales contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. The fair values of futures and options contracts are determined primarily from quotes listed on regulated commodity exchanges. Fixed-price purchase and sales contracts are with various counterparties, and the fair values of such contracts are determined from the market price of the underlying product. We are exposed to loss in the event of nonperformance by the counterparties to the contracts and, therefore, contract values are reviewed and adjusted to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also thea risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different than the current market prices.

Pension and Other Postretirement Benefits

Pension and other postretirement benefits costs and obligations are dependentdepend on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest costs, expected return on plan assets, mortality rates and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expenses and the recorded obligations in future periods. While our management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other postretirement obligations and future expenses.

Deferred Tax Assets and Uncertain Tax Positions

We assess whether a valuation allowance is necessary to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. While we have considered future taxable income, as well as other factors, in assessing the need for the valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to income in the period such determination was made. We are also significantly impacted by the utilization of tax credits, some of which were passed to us from CHSthe McPherson (formerly known as NCRA),refinery, related to refinery upgrades that enable us to produce ultra-low sulfurultra-low-sulfur fuels. Our tax credit carryforwards are available to offset future federal and state tax liabilities with the tax credits becoming unavailable to us if not used by their expiration date. Our net operating loss carryforwards for tax purposes are available to offset future taxable income. If our loss carryforwards are not used, these loss carryforwards will expire.

Tax benefits related to uncertain tax positions are recognized in our financial statements if it is more likely than not that the position would be sustained upon examination by a tax authority that has full knowledge of all relevant information. The benefits are measured using a cumulative probability approach. Under this approach, we record in our financial statements the greatest amount of tax benefits that have a more than 50% probability of being realized upon final settlement with the tax authorities. In determining these tax benefits, we assign probabilities to a range of outcomes that we feel we could ultimately settle on with the tax authorities using all relevant facts and information available at the reporting date. Due to the complexity of these uncertainties, the ultimate resolution may result in a benefit that is materially different than our current estimate.

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Long-Lived Assets

Property, plant and equipment is depreciated or amortized over the expected useful lives of individual or groups of assets based on the straight-line method. Economic circumstances or other factors may cause management’s estimates of expected useful lives to differ from actual.

All long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP, at least annually for goodwill, and

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whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may not be recoverable. For goodwill, our annual impairment testing occurs in our fourth quarter. An impaired asset is written down to its estimated fair value based on the best information available. Fair value is generally measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows and our estimates may differ from actual.

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, as long as 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 will 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 lessor discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

Effect of Inflation and Foreign Currency Transactions

We believe that inflation and foreign currency fluctuations have not had a significant effect on our operations during the three years ended August 31, 2017,2019, since we conduct a significant portion of our business in U.S. dollars.

Recent Accounting Pronouncements

See Note 1, Organization, Basis of Presentation and Significant Accounting Policies, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for information concerning new accounting standards and the impact of the implementation of those standards on our financial statements.


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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

COMMODITY PRICE RISK

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 infor the market value of inventory and purchase contracts with a fixed or partially fixed price.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 the exposure to price volatility by protecting against adverse short-term price movements, but it 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 on regulated commodity futures exchanges, but may also include over-the-counter derivative instruments when deemed appropriate. 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. The contracts are recorded on our Consolidated Balance Sheets 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 fertilizer and propane contracts

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are accounted for as normal purchase and normal sales transactions. 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 polices and in alignment with our tolerance for risk. OurIt is our policy that our profitability should come from operations, is 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 may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate compliance team, with day to dayday-to-day monitoring procedures managedbeing 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 the 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. In addition, all purchase and sales contracts are subject to credit approvals and appropriate terms and 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’scounterparty'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 than 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 primarily transact in exchange traded instruments or enter into over-the-counter derivatives that clear through a designated clearing organization, 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.
A 10% adverse change in market prices would not materially affect our results of operations, since we use commodity and freight futures and forward contracts as economic hedges of price risk and since our operations have effective economic hedging requirements as a general business practice.


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INTEREST RATE RISK

Debt used to finance inventories and receivables is represented by short-term notes payable, so that our blended interest rate for all such notes approximates current market rates. We have outstanding interest rate swaps with an aggregate notional amount of $495.0$365.0 million designated as fair value hedges of portions of our fixed-rate debt. Our objective is to offset changes in the fair value of the debt associated with the risk of variability in the 3-monththree-month U.S. Dollardollar LIBOR interest rate, in essence converting the fixed-rate debt to variable-rate debt. Offsetting changes in the fair values of both the swap instruments and the hedged debt are recorded contemporaneously each period and only create an impact to earnings to the extent that the hedge is ineffective. During fiscal 2017,2019, we recorded offsetting fair value adjustments of $12.8$21.2 million, with no ineffectiveness recorded in earnings.
In fiscal 2015, we entered into forward-starting interest rate swaps with an aggregate notional amount of $300.0 million designated as cash flow hedges of the expected variability of future interest payments on our anticipated issuance of fixed-rate debt. During the first quarter of fiscal 2016, we determined that certain of the anticipated debt issuances would be delayed; and we consequently recorded an immaterial amount of losses on the ineffective portion of the related swaps in earnings. Additionally, we paid $6.4 million in cash to settle two of the interest rate swaps upon their scheduled termination dates. During the second quarter of fiscal 2016, we settled an additional two interest rate swaps, paying $5.3 million in cash upon their scheduled termination. In January 2016, we issued the fixed-rate debt associated with these swaps and will amortize the amounts which were previously deferred to other comprehensive income into earnings over the life of the debt. The amounts to be included in earnings are not expected to be material during any 12-month period. During the third quarter of fiscal 2016, we settled the remaining two interest rate swaps, paying $5.1 million in cash upon their scheduled termination. We

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did not issue additional fixed-rate debt as previously planned, and we reclassified all amounts previously recorded to other comprehensive income into earnings.

The table below provides information about our outstanding debt and derivative financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents scheduled contractual principal payments and related weighted average interest rates for the fiscal years presented. For interest rate swaps, the table presents notional amounts for payments to be exchanged by expected contractual maturity dates for the fiscal years presented and interest rates noted in the table.
Expected Maturity Date
2018 2019 2020 2021 2022 Thereafter Total 
Fair Value
Asset (Liability)
2020 2021 2022 2023 2024 Thereafter Total 
Fair Value
Asset (Liability)
(Dollars in thousands)(Dollars in thousands)
Liabilities: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Variable rate miscellaneous
short-term notes payable
$1,695,423
 $
 $
 $
 $
 $
 $1,695,423
 $(1,695,423)$1,330,550
 $
 $
 $
 $
 $
 $1,330,550
 $(1,330,550)
Average interest rate2.4% 
 
 
 
 
 2.4% 
3.4% 
 
 
 
 
 3.4% 
Variable rate CHS Capital
short-term notes payable
$292,792
 $
 $
 $
 $
 $
 $292,792
 $(292,792)$825,558
 $
 $
 $
 $
 $
 $825,558
 $(825,558)
Average interest rate1.7% 
 
 
 
 
 1.7% 
2.9% 
 
 
 
 
 2.9% 
Fixed rate long-term debt$149,050
 $167,412
 $31,478
 $182,949
 $126
 $1,181,385
 $1,712,400
 $(1,718,269)$32,812
 $180,663
 $66
 $282,066
 $2,620
 $890,525
 $1,388,752
 $(1,505,213)
Average interest rate5.5% 4.1% 4.1% 4.5% 4.3% 4.6% 4.3% 
4.4% 4.5% 5.1% 4.5% 5.1% 4.6% 4.4% 
Variable rate long-term debt$
 $
 $
 $
 $
 $430,000
 $430,000
 $(412,142)$
 $
 $
 $
 $
 $366,000
 $366,000
 $(372,489)
Average interest rate (a)

 
 
 
 
 range
 
 

 
 
 
 
 range
 range
 
Interest Rate Derivatives: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Fixed to variable long-term debt interest rate swaps$
 $130,000
 $
 $160,000
 $
 $205,000
 $495,000
 $9,271
$
 $160,000
 $
 $130,000
 $
 $75,000
 $365,000
 $9,841
Average pay rate (b)

 range
 
 range
 
 range
 
 

 range
 
 range
 
 range
 range
 
Average receive rate (c)

 range
 
 range
 
 range
 
 

 range
 
 range
 
 range
 range
 

(a)
(a) Borrowings under the agreement bear interest at a base rate (or LIBOR) plus an applicable margin, or at a fixed rate of interest determined and quoted by the administrative agent under the agreement in its sole and absolute discretion from time to time. The applicable margin is based on our leverage ratio and ranges between 1.50% and 2.00% for LIBOR-based loans and between 0.50% and 1.00% for base rate loans.

(b) Five swaps with notional amounts of $365.0 million with fixed rates from 4.52% to 4.67%.

(c) Average three-month U.S. dollar LIBOR plus spreads ranging from 2.009% to 2.74%.
Borrowings under the agreement bear interest at a base rate (or a LIBO rate) plus an applicable margin, or at a fixed rate of interest determined and quoted by the administrative agent under the agreement in its sole and absolute discretion from time to time. The applicable margin is based on our leverage ratio and ranges between 1.50% and 2.00% for LIBO rate loans and between 0.50% and 1.00% for base rate loans.
(b)
Average three-month U.S. Dollar LIBOR plus spreads ranging from 2.009% to 2.74%.
(c)
Seven swaps with notional amount of $495 million with fixed rates from 4.08% to 4.67%.

FOREIGN CURRENCY RISK

We were exposed to risk regarding foreign currency fluctuations during fiscal 20172019 and in prior years even though a substantial amount of our international sales were denominated in U.S. dollars. In addition to specific transactional exposure, foreign currency fluctuations can impact 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. From time to time, we enter into foreign currency hedge contracts to minimize the impact of currency fluctuations on our transactional exposures. The notional amounts of our foreign exchange derivative contracts were $776.7$894.7 million and $802.2$988.8 million as of August 31, 2017,2019 and August 31, 2016,2018, respectively.


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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed in Item 15(a)(1) of this Annual Report on Form 10-K are set forth beginning on page F-1. Financial statement schedules are included in Schedule II in Item 15(a)(2) of this Annual Report on Form 10-K. Supplementary financial information required by Item 302 of Regulation S-K promulgated by the SEC for each quarter during the years ended August 31, 20172019, and 2016,2018, is presented below.
Fiscal Year 2017For the Three Months Ended
August 31,
2017
 May 31,
2017
 February 28,
2017
 November 30,
2016
August 31,
2019
 May 31,
2019
 February 28,
2019
 November 30,
2018
(Unaudited)
(Dollars in thousands)
(Unaudited)
(Dollars in thousands)
Revenues$7,952,005
 $8,614,090
 $7,320,406
 $8,048,250
$8,434,684
 $8,497,941
 $6,483,539
 $8,484,289
Gross profit108,700
 247,102
 240,742
 352,697
262,508
 223,771
 427,413
 470,641
Income (loss) before income taxes(94,845) (209,158) 23,597
 225,554
124,935
 61,579
 261,855
 367,232
Net income (loss)(50,552) (46,140) 14,973
 208,942
177,925
 54,713
 248,304
 347,115
Net income (loss) attributable to CHS Inc. (50,675) (45,185) 14,567
 209,150
178,990
 54,620
 248,766
 347,504
Fiscal Year 2016For the Three Months Ended
August 31,
2016
 May 31,
2016
 February 29,
2016
 November 30,
2015
August 31,
2018
 May 31,
2018
 February 28,
2018
 November 30,
2017
(Unaudited)
(Dollars in thousands)
(Unaudited)
(Dollars in thousands)
Revenues$8,182,493
 $7,796,588
 $6,639,330
 $7,728,792
$8,583,982
 $9,087,328
 $6,980,153
 $8,031,884
Gross profit140,959
 317,512
 89,004
 411,818
391,027
 245,632
 134,969
 320,492
Income (loss) before income taxes11,964
 194,521
 (76,462) 289,855
248,332
 236,839
 (21,729) 207,788
Net income (loss)(1,706) 189,683
 (30,182) 266,174
240,545
 181,620
 165,959
 187,182
Net income (loss) attributable to CHS Inc. (1,579) 190,275
 (30,979) 266,475
240,447
 181,807
 166,007
 187,646


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures:

Our management evaluated,Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934)1934, as amended ("Exchange Act")), as of August 31, 2017, the end of the period covered by this Annual Report2019. Based on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were not effective asbecause of August 31, 2017.


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the material weaknesses in our internal control over financial reporting disclosed within Management's Annual Report on Internal Control Over Financial Reporting in this Item 9A.

Management’s Annual Report on Internal Control Over Financial Reporting:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofprojecting any evaluation of effectiveness to future periods areis subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2017. In making this assessment, management usedusing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on management’s assessment using this framework, management concluded that, as of August 31, 2017,2019, we did not maintain effective internal control over financial reporting due to the fact that there were material weaknesses in our internal control over financial reporting. We previously identified and disclosed in our Annual Report on Form 10-K for the year ended August 31, 2018, the following material weaknesses in our internal control over financial reporting that continue to exist as of August 31, 2019:

We did not design and consistently maintain effective monitoring controls related to the design and operating effectiveness of our internal controls. Specifically, we did not implement and reinforce an adequate process for monitoring the proper functioning of internal control to verify that our accounting policies and procedures are consistently and adequately being performed, as relevant, by a sufficient number of resources with the appropriate knowledge and training.

We did not design and maintain effective controls over certain information technology ("IT") general controls for information systems relevant to the preparation of our financial statements. Specifically, we did not design and maintain sufficient (i) testing and approval controls for program development to ensure the implementation of a new ERP system was effective.aligned with business and IT requirements, or (ii) user access controls to ensure appropriate segregation of duties, or that adequately restrict user and privileged access to certain financial applications, programs and data to appropriate personnel. These control deficiencies resulted in misstatements to the inventory and COGS and related disclosures for the third quarter of fiscal 2018. Additionally, the deficiencies, when aggregated, could impact the maintenance of effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

These material weaknesses resulted in the restatement of our consolidated financial statements for fiscal years 2016 and 2017, the restatement of each of the interim periods in fiscal years 2017 and 2018 and the correction of misstatements identified during fiscal year 2018.

Additionally, each of the above material weaknesses could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by our independent registered public accounting firm pursuant to the Financial Reform Bill passed in July 2010 that permits us to provide only management’s report in this Annual Report on Form 10-K.

Change in Internal Control Over Financial Reporting:Remediation of Previously Identified Material Weaknesses

We arepreviously identified and disclosed in our Annual Report on Form 10-K for the process of implementing a new ERP system. The new ERP system is expected to take several years to fully implement, and has and will continue to require significant capital and human resources to deploy. The implementation ofyear ended August 31, 2018, the new ERP system will affect the processes that constitute our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) and management has taken steps to ensure that appropriate controls are designed and implemented as each functional area of the new ERP system is enacted.

Other than as described above, during our fourth fiscal quarter, there was no changefollowing material weaknesses in our internal control over financial reporting, each of which has been remediated, as described below:

We did not design and maintain effective controls over the review of journal entries and account reconciliations in our grain marketing operations. Specifically, we did not design and maintain effective controls to ensure journal entries and account reconciliations were (i) properly prepared with sufficient supporting documentation or (ii) reviewed and approved to ensure accuracy and completeness of the resulting journal entries.

We did not design and maintain effective internal controls over the accounting for intercompany transactions. Specifically, we did not design and maintain effective controls to ensure intercompany transactions are completely and accurately identified, reconciled, evaluated and eliminated.

We did not design and maintain effective controls over the accounting for freight contracts in our grain marketing operations. Specifically, we did not design and maintain effective controls to verify (i) review over the accounting for freight contracts was being performed by appropriate individuals with the requisite level of knowledge,

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training and skill to ensure freight contracts met the criteria to be accounted for as a derivative or (ii) the accuracy, existence and valuation of freight contracts.

During the first three quarters of fiscal 2019, we substantially completed the comprehensive risk assessment of the design of existing controls and implemented new controls as needed to remediate the above previously identified material weaknesses. However, as we had yet to complete the testing and evaluation of the operating effectiveness of controls, the above previously identified material weaknesses remained unremediated as of the end of the third quarter of fiscal 2019. During the quarter ended August 31, 2019, we completed the testing and evaluation of the operating effectiveness of the controls and concluded that hasthe above previously identified material weaknesses have been remediated as of August 31, 2019.

Status of Remediation Actions

As it relates to the material weaknesses that existed as of August 31, 2019, the following remediation actions were taken during the quarter ended August 31, 2019:

Held bi-weekly steering committee meetings consisting of senior finance, legal, IT, operational and human resources leaders to oversee the design and implementation of remediation plans.

Continued developing, executing and monitoring of detailed remediation plans in response to each of the remaining previously identified material weaknesses.

We are continuing to enhance our overall financial control environment through the following:

Continued execution of our plans designed to remediate the two remaining previously identified material weaknesses, including (1) implementing and reinforcing an adequate process for monitoring proper functioning of internal controls to verify that our accounting policies and procedures are consistently and adequately being performed as relevant by a sufficient number of resources with the appropriate knowledge and training and (2) designing and maintaining effective controls over certain IT general controls for information systems that are relevant to the preparation of our financial statements and testing the effectiveness of remediated controls.

Continued hiring for our teams in functional areas as necessary to ensure the size and skill set of those teams is adequate given the size, scale and complexity of our organization, industry and required internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended August 31, 2019, that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.    OTHER INFORMATION

None.We have announced the appointment of Angela Olsonawski to the position of interim chief financial officer, effective November 7, 2019. In this capacity, Ms. Olsonawski will serve as our principal financial officer. Ms. Olsonawski will also continue in her role as senior vice president and corporate treasurer.

Since 2018, Ms. Olsonawski has served as our senior vice president and corporate treasurer. From 2013, Ms. Olsonawski served as a vice president in our energy marketing, trading risk management and operations areas in our energy operations area, where she also held a variety of positions prior to 2013.

There is no arrangement or understanding between Ms. Olsonawski and any other person pursuant to which she was appointed as interim chief financial officer, nor is there any family relationship between Ms. Olsonawski and any of our directors or other executive officers. There are no transactions in which Ms. Olsonawski has an interest requiring disclosure under Item 404(a) of Regulation S-K promulgated by the SEC. Ms. Olsonawski is 41 years old.

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PART III.III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The table below provides certain information regarding each of our directors, as of August 31, 2017.2019.
NameAge 
Director
Region
 Director Since Age 
Director
Region
 Director Since
Donald Anthony67 8 2006
David Beckman 59 8 2018
Clinton J. Blew40 8 2010 42 8 2010
Dennis Carlson56 3 2001 58 3 2001
Curt Eischens65 1 1990
Scott Cordes 58 1 2017
Jon Erickson57 3 2011 59 3 2011
Mark Farrell58 5 2016 60 5 2016
Steve Fritel62 3 2003 64 3 2003
Alan Holm57 1 2013 59 1 2013
David Johnsrud63 1 2012 65 1 2012
Tracy Jones 56 5 2017
David Kayser58 4 2006 60 4 2006
Russell Kehl 44 6 2017
Randy Knecht67 4 2001 69 4 2001
Greg Kruger58 5 2008
Edward Malesich64 2 2011 66 2 2011
Perry Meyer63 1 2014 65 1 2014
Steve Riegel65 8 2006 67 8 2006
Daniel Schurr52 7 2006 54 7 2006

The qualifications forAs a cooperative, members of our Board of Directors are listednominated and elected by our members as required by our bylaws. As described below under “Director"Director Elections and Voting.”Voting," to ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The members in each region nominate and elect the number of directors for that region as set forth in our bylaws. Neither management nor the incumbent directors have any control over the nominating process for directors. As described below under "Director Elections and Voting," to be eligible for service as a director, a nominee must, among other things, (i) be an active farmer or rancher whose primary occupation is that of a farmer or rancher, (ii) be a Class A individual member of CHS or a member of a cooperative association member and (iii) reside in the geographic region from which he or she is nominated. In general, our directors operate large commercial agricultural enterprises, requiringwhich require expertise in all areas of management, including financial management and oversight. They also have experience in serving on local cooperative association boards and participate in a variety of agricultural and community organizations. Our directors complete the National Association of Corporate Directors comprehensiveComprehensive Director Professionalism course and earn the Certificate of Director Education.Education, and also participate in ongoing director development and education through various organizations and programs.

Donald Anthony, assistant secretary-treasurer,David Beckman has been a member of the CHS Board of Directors since 2006. Since 2015, Mr. Anthony has served as assistant secretary-treasurer2018. He is a member of the ExecutiveGovernment Relations Committee and Corporate Risk Committee. He serves as board chair for Central Valley Ag Cooperative and secretary of the Board. He serves on the Corporate Risk and Audit committees. He holds a bachelor’s degree in agricultural economics from the University of Nebraska.Nebraska Cooperative Council. Mr. Anthony’sBeckman's principal occupation has been farming for more than five years, and, in partnership with his family, he raises irrigated corn and soybeans and alfalfaoperates a custom hog-feeding operation near Lexington,Elgin, Nebraska. He also owns a trucking business.

Clinton J. Blew, first vice chairman,First Vice Chair, has been a member of the CHS Board of Directors since 2010. Since 2017, Mr. Blew has served as first vice chairmanchair of the Executive Committee of the Board.Board of Directors. He serves on the Government RelationsAudit Committee and Corporate Risk committees.Committee. He is a member of the board of directors of Mid Kansas Coop, ("MKC"), Moundridge, Kansas, and is a member of the Hutchinson Community College Ag Advisory Board, the Kansas Livestock Association, Texas Cattle Feeder’sFeeders Association and Red Angus Association of America. He holds an applied science degree in farm and ranch management from Hutchinson Community College. Mr. Blew’sBlew's principal occupation has been farming for more than five years, and he farms and ranches in a family partnership in southcentralsouth-central Kansas.

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Dennis Carlson has been a member of the CHS Board of Directors since 2001. He serves onas chair of the Corporate RiskCapital Committee and as a member of the Governance committees.Committee. Mr. Carlson’sCarlson's principal occupation has been farming for more than five years, and he raises wheat, sunflowers and soybeans near Mandan, North Dakota.

Curt Eischens, Scott Cordeshas been a member of the CHS Board of Directors since 1990.2017. He serves on the Government Relations Committee and Corporate Risk Committee. He serves as chairmana director and past chair of Security State Bank of Wanamingo (Minnesota). He also served as director of the Capital Committee.Minneapolis Grain Exchange and National Futures Association. He holds a bachelor's degree in agricultural economics from the University of Minnesota. Mr. Eischens serves as chairman for Cooperative Network, director of Ralph Morris Foundation and is a member of the Minnesota Soybean Association, Minnesota Corn Growers Association, Minnesota Farmers Union, Minnesota FFA

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Alumni Association (life member) and the National FFA Alumni. Mr. Eischens’Cordes’ principal occupation has been farming for more than five years,three years. In 1995, he joined CHS and hemost recently served as the president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS Inc., until 2016. He operates a corn and soybean farm near Minneota,Wanamingo, Minnesota.

Jon Erickson, second vice chairman,Second Vice Chair, has been a member of the CHS Board of Directors since 2011. Since 2017, he has been second vice chairmanchair of the Executive Committee of the Board.Board of Directors. He is chairmana member of the Government RelationsAudit Committee and serves on the Corporate RiskCapital Committee. He is a member of the North Dakota Farmers Union and the North Dakota Stockman’sStockmen's Association. He holds a bachelor’s degree in agricultural economics from North Dakota State University. Mr. Erickson’s principal occupation has been farming for more than five years, and he raises grains and oilseeds and operates a commercial Hereford/AngusHereford-Angus cow-calf business near Minot, North Dakota.

Mark Farrell has been a member of the CHS Board of Directors since 2016. He serves onas vice chair of the CHS Foundation Board of Trustees and as a member of the Audit and CHS Foundation Finance and Investment committees.Committee. He graduated from the University of Wisconsin-Madison Ag andAgricultural & Life Sciences short course.Farm & Industry Short Course. Mr. Farrell’sFarrell's principal occupation has been farming for more than five years. He raises corn, soybeans and wheat in Dane County, Wisconsin.Wisconsin.

Steve Fritel has been a member of the CHS Board of Directors since 2003. He serves onas vice chair of the CapitalCorporate Risk Committee and Governance committees.as a member of the Audit Committee. He earned an associate’sassociate degree from North Dakota State College of Science. Mr. Fritel’sFritel's principal occupation has been farming for more than five years. He raises spring wheat, barley, soybeans, edible beans, corn and confectionary sunflowerscanola near Rugby, North Dakota. He also runs a family business dealing with the sale of farmproviding on-farm grain storage and related equipment.

Alan Holm has been a member of the CHS Board of Directors since 2013. He is chairmanchair of the Corporate Risk Committee and serves onvice chair of the Government Relations Committee. He also serves on the board for Citizens Bank of Minnesota. Mr. Holm holds an associate’sassociate degree in machine tool technology from Mankato Technical College. Mr. Holm's principal occupation has been farming for more than five years. He raises corn, soybeans, sweet corn, peas and hay and also hasoperates a cow-calf herd near Sleepy Eye, Minnesota.

David Johnsrud, secretary-treasurer,Secretary-Treasurer, has been a member of the CHS Board of Directors since 2012. Since 2017, he has been secretary-treasurer of the Executive Committee of the Board.Board of Directors. He serves as a member of the Corporate RiskCapital Committee and Governance committees.Committee. He also serves as a member of the board for the Cooperative Network. Mr. Johnsrud’sJohnsrud's principal occupation has been farming for more than five years, and he raises corn and soybeans near Starbuck, Minnesota.

Tracy Jones has been a member of the CHS Board of Directors since 2017. He serves on the Governance Committee and the CHS Foundation Board of Trustees. He is a producer board member of CHS Elburn (Illinois) and was the board chair of the Elburn Cooperative between 2011 and its merger into CHS in 2016. Mr. Jones' primary occupation has been farming for more than five years. He operates a fourth-generation family farm near Kirkland, Illinois, that raises corn, soybeans and wheat and feeds cattle.

David Kayser has been a member of the CHS Board of Directors since 2006. He chairsis chair of the CHS Foundation FinanceBoard of Trustees and Investment Committee. He also serves onvice chair of the Audit Committee. Mr. Kayser is a member of the Mitchell Technical Institute Foundation Board. Mr. Kayser’sKayser's principal occupation has been farming for more than five years, and heyears. He raises corn, soybeans and hay near Alexandria, South Dakota, and operates a cow-calf and feeder-calf business.

Russell Kehlhas been a member of the CHS Board of Directors since 2017. He serves on the Governance Committee and Capital Committee. He previously served as a member of the producer board of CHS SunBasin Growers and vice chair of the Columbia Basin Seed Association. Mr. Kehl's primary occupation has been farming for more than five years. He and his wife operate a farm near Quincy, Washington, that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd. His family also owns a dry bean processing facility, runs a custom farming business, and owns and operates a trucking and logistics company.


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Randy Knecht has been a member of the CHS Board of Directors since 2001. He serves onis chair of the Government Relations Committee and vice chair of the Capital committees.Committee. He holds a bachelor’sbachelor's degree in agriculture from South Dakota State University. Mr. Knecht’sKnecht's principal occupation has been farming for more than five years, and he operates a diversified family farm operation near Houghton, South Dakota, raising corn, soybeans, alfalfa and beef cattle.

Greg Kruger has been a member of the CHS Board of Directors since 2008. He chairs the Audit Committee and also serves on the CHS Foundation Finance and Investment Committee. Mr. Kruger’s principal occupation has been farming for more than five years, and he operates a family dairy, hog and crop enterprise near Eleva, Wisconsin.

Edward Malesich has been a member of the CHS Board of Directors since 2011. He chairs the Governance Committee and serves on the Capital and Governance committees.Committee. He serves asis a member of Montana Stock Growers Association, Montana Grain Growers Association, Montana Farm Bureau Federation, Montana Farmers Union and Montana Council of Co-ops. He holds a bachelor’s degree in agricultural production from Montana State University. Mr. Malesich’sMalesich's principal occupation has been farming for more than five years, and he raises Angus cattle, wheat, malt barley and hay near Dillon, Montana.

Perry Meyer has been a member of the CHS Board of Directors since 2014. He is chair of the Audit Committee and serves on the Audit and Corporate Risk committees.Committee. He serves as director of Heartland Corn Products Cooperative and is a member of United Farmers Co-op, Central Region Cooperative, Minnesota Farm Bureau, Minnesota and Nicollet County corn growers associations, and Minnesota Pork Producers Association. He serves as presidenta director of Steamboat Pork Cooperative, chairmanchair of the board of NU-Telecom Board and director of Minnesota Valley Lutheran School Foundation. He holds an agricultural mechanics degree from Alexandria (Minnesota) Technical School. Mr. Meyer’s principal occupation has been farming for more than five years, and he operates a family farm, raising corn, soybeansoybeans and hogs near New Ulm, Minnesota.

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Steve Riegel, Assistant Secretary-Treasurer, has been a member of the CHS Board of Directors since 2006. He chairsserves as the assistant secretary-treasurer of the Executive Committee of the Board of Directors. He is vice chair of the Governance Committee and also serves on the CHS Foundation Finance and Investment Committee.Board of Trustees. He serves as advisory director of Bucklin (Kansas) National Bank. He attended Fort Hays (Kansas) State University, majoring in agriculture, business and animal science. Mr. Riegel’sRiegel's principal occupation has been farming for more than five years, and he raises irrigated corn, soybeans, alfalfa, dryland wheat and milo near Ford, Kansas.
 
Daniel Schurr, chairmanChair, has been a member of the CHS Board of Directors since 2006. Since 2017, Mr. Schurr has served as chairmanchair of the Executive Committee of the Board.Board of Directors. He serves on the Blackhawk Bank and Trust board and audit and loan committees and on the Silos and Smokestacks National Heritage Area board. He holds a bachelor’sbachelor's degree in agricultural business with a minor in economics from Iowa State University. Mr. Schurr’s principal occupation has been farming for more than five years. He raises corn and soybeans near LeClaire, Iowa, and also operates a commercial trucking business.

Director Elections and Voting

Director elections are for three-year terms and are open to any qualified candidate. The qualificationsQualifications for the office of director are as follows:

At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.
At the time of the election, the individual must be less than 68 years old.

The remaining qualifications set forth below must be met at all times commencing six months prior to the time of election and while the individual holds office:

The individual must be a Class A individual member of CHS or a member of a Cooperative Association Member.cooperative association member.
The individual must reside in the region from which he or she is to be elected.
The individual must be an active farmer or rancher. “Active"Active farmer or rancher”rancher" means an individual whose primary occupation is that of a farmer or rancher, excluding anyone who is an employee of oursCHS or of a Cooperative Association Member.cooperative association member.









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The following positions on the Board of Directors will be up for re-electionelection at the 20172019 Annual Meeting of Members:
RegionCurrent Incumbent
Region 1 (Minnesota)Curt Eischens
Region 1 (Minnesota)Perry Meyer
Region 2 (Montana and Wyoming)Edward MalesichAlan Holm
Region 3 (North Dakota)Jon EricksonOpen Seat
Region 4 (South Dakota)Open Seat
Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky, Ohio, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia, Wisconsin)Greg Kruger
Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington, Utah)Open Seat
Region 7 (Alabama, Arkansas, Florida, Georgia, Iowa, Louisiana, Missouri, Mississippi, North Carolina, South Carolina, Tennessee)Daniel SchurrMark Farrell
Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma, Texas)Clinton J. BlewSteve Riegel


Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments; therefore, our preferred stockholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are Class A or Class C members of CHS.

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EXECUTIVE OFFICERS

The table below lists our executive officers as appointed by the CHS Board of Directors.Directors as of August 31, 2019.
NameAgePosition
Jay Debertin5759
President and Chief Executive Officer
Shirley CunninghamRichard Dusek5755
Executive Vice President, Ag Business and Enterprise StrategyCHS Country Operations
Darin Hunhoff4749
Executive Vice President, Energy and FoodsProcessing
Timothy Skidmore5658
Executive Vice President and Chief Financial Officer
James Zappa5355
Executive Vice President and General Counsel
David Black53Senior Vice President, Enterprise Strategy and Chief Information Officer
John Griffith50Senior Vice President, CHS Global Grain Marketing and CHS Renewable Fuels
Gary Halvorson46Senior Vice President, CHS Agronomy
Mary Kaul-Hottinger55Senior Vice President, Human Resources

Jay Debertin has been Presidentpresident and Chief Executive Officerchief executive officer ("CEO") for CHS since May 2017. He leads the CHS strategic leadership team in strengthening the companyCHS by advancing operational excellence, accelerating its focus on results and delivering products and services that help the cooperative’scooperative's owners grow.grow their businesses. Mr. Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations before being named Vice President, Crude Oil Supply,vice president of crude oil supply in 1998. In 2001, his responsibilities included raw materialexpanded to include crude oil supply, refining, pipelines and terminals, trading and risk management, and transportation. From 2005 to 2010, Mr. Debertin was Executive Vice Presidentexecutive vice president and Chief Operating Officerchief operating officer for Processingprocessing at CHS. From 2010 to 2017, he served as Executive Vice Presidentexecutive vice president and chief operating officer of Energy and Foods where he led refineries, pipelines and terminals, refined fuels, propane, lubricants andenergy, transportation and processing and food ingredients at CHS. Mr. Debertin serves as board chairman for Ventura Foods LLC.and serves on the board of directors for Securian Financial. He earned a bachelor’s degree in economics from the University of North Dakota and a Mastermaster of Business Administrationbusiness administration degree from the University of Wisconsin - Madison.

Shirley CunninghamRichard Dusek has been Executive Vice President - Ag Businessexecutive vice president, CHS Country Operations, since November 2017. He is responsible for the division delivering agricultural inputs, energy products, grain marketing, animal nutrition and Enterprise Strategy of CHS since September 2014. She leads the aligned Ag Business platform, consisting of its International and North America Grain Marketing and Agronomy operations, and enterprise strategy functions, including information technology and marketing communications as well as planning and strategy. Ms. Cunninghamother farm supplies to producers through retail businesses in 16 states. Mr. Dusek serves on the boardsboard of Ventura Foods, LLC, Kemira Oyj, a global chemical company serving customers in water-intensive industries, and Gildan Activewear Inc., a leading manufacturer and marketer of quality branded basic family apparel. Shedirectors for The Fertilizer Institute. He joined CHS 30 years ago as a wheat trader. He has also been the director of merchandising, vice president of grain marketing and vice president of agronomy at CHS. He earned a bachelor's degree in 2013 as Executive Vice President, Enterprise Strategy, before expanding her role in 2014. She previously served as Chief Information Officer for Monsanto Company. She holds a Master ofagricultural economics from North Dakota State University and completed the Harvard Business Administration degree from Washington University, St. Louis, Missouri.School Advanced Management Program.

Darin Hunhoff has been Executive Vice President -executive vice president, Energy and Foods for CHSProcessing since May 2017. He leads CHS energy operations including refineries, pipelines and terminals, refined fuels, propane, lubricants and transportation. He also leads CHS Processingprocessing and Food Ingredients,food ingredients at CHS, which includes our soybean and canola oilseed crushing and soybean processing plants. He is also responsible forrefining operations, ethanol production platform and sunflower business. In addition, he oversees the CHS Aligned SolutionsCooperative Resources group, which provides leadership development and strategic business advisoryplanning services to local cooperatives. Mr. Hunhoff serves on the board of directors for Ardent Mills, LLC.Mills. He joined CHS more than 25 years ago as a petroleum specialist. He has also been chief strategy

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officer for CHS and has spent several years in energy leadership roles, including time as senior vice president of refined fuels.fuels and vice president of propane. He earned a bachelor’s degree in marketing and business management from Southwest Minnesota State University in Marshall, Minnesota.University.

Timothy Skidmore has beenExecutive Vice President executive vice president and Chief Financial Officerchief financial officer since joining CHS in August 2013. He is responsible for accounting, credit and finance accounting, enterprise credit, financial planning and analysis, internal controls, insurance risk management, patron equities, payroll, strategic sourcing, tax and treasury.activities across CHS. Mr. Skidmore chairs the CHS Retirement Plan Committee and serves as a trustee for the Science Museum of Minnesota, where he serves on theits Audit and Finance Committee. He also serves as a founding member of World 50's Finance Officer community, a peer forum for top finance executives. Before joining CHS, he served as Vice Presidentvice president of finance and strategy for Campbell North America. He joined Campbell as assistant treasurer in 2001 and held numerous leadership positions, in finance including leading the cash management, corporate finance and international treasury functions. He served in various business unit chief financial officer roles within Campbell.roles. Prior to that, Mr. Skidmore spent 15 years at DuPont, Co., holding a variety of financial leadership positions. He holds a bachelor's degree in risk management from the University of Georgia and a Mastermaster of Business Administrationbusiness administration in finance from Widener University, Chester, Pennsylvania.University. Mr. Skidmore will retire from CHS on December 31, 2019, and cease to serve as executive vice president and chief financial officer of CHS the day after we file this Annual Report on Form 10-K.

James Zappahas been Executive Vice Presidentexecutive vice president and General Counselgeneral counsel for CHS since April 2015. He provides counsel to CHS leadership and the Board of Directors on company strategy, government affairs, corporate governance, and compliance. He works with the corporate finance team to support Securities and Exchange Commissioncompliance, federal securities reporting and compliance, and disclosure and investor communications. In addition to his role as general counsel, Mr. Zappa currentlyalso oversees CHS internal audit, CHS enterprise sustainability initiatives, and the CHS Foundation and CHS Community Giving functions. Mr. Zappa serves as a director for Ventura Foods, LLC. He also serves as director for Boy Scouts of America, Northern Star Council, and the Greater Twin Cities United Way.Foods. He previously worked at 3M Company for 15 years in various legal and leadership roles including Vice President, Associate General Counselvice president, associate general counsel and Chief Compliance Officer; Vice President, Associate General Counsel, International Operations;chief compliance officer, and vice president, associate general counsel, to the 3M Board’s

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Compensation Committee; Assistant General Counsel for consumer office business and human resources; and Counsel and Assistant General Counsel for labor and employment law.international operations. Prior to joining 3M, he worked for UnitedHealth Group and for the law firm Dorsey & Whitney. He earned a juris doctor degree from the University of Minnesota Law School, a master’smaster's degree in communication arts and sciences from the University of Southern California, and a bachelor’s degree from Drake University.

David Black has been senior vice president, enterprise strategy, and chief information officer for CHS since April 2018. He leads enterprise strategy, CHS global information technology, marketing and communications, and facilities. He is responsible for the strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide. He also serves as a director for Ventura Foods. He joined CHS five years ago. He previously worked at Monsanto Company where he served as vice president, information technology, overseeing all aspects of information technology for its global commercial businesses. During his 20 years with Monsanto, he also served as vice president, corporate strategy, and president, Monsanto Agro-Services, LLC. Mr. Black earned a bachelor’s degree in computer science from Tarkio College.

John Griffith has been senior vice president, CHS Global Grain Marketing and CHS Renewable Fuels since April 2018. He leads CHS global grain marketing operations and renewable fuels trading, supply chain management and risk management, including freight, currency, execution and trade finance. Mr. Griffith serves on the Minneapolis Grain Exchange and the North American Export Grain Association boards. He also serves as the board chairman for CHS Hedging, a commodities brokerage subsidiary of CHS. He worked for CHS early in his career as a grain merchandiser and rejoined CHS at a leadership level in January 2013. Since that time, he has held various leadership roles within global grain marketing including vice president, grain marketing North America. He earned a bachelor’s degree from St. John’s University and a master of business administration degree from Rockhurst University.

Gary Halvorson has been senior vice president, CHS Agronomy since April 2018. He leads CHS agronomy, including all commodity and specialty fertilizers, seed, crop protection and precision ag technology and services. Mr. Halvorson serves on the Agricultural Retailers Association board of directors, the National FFA Sponsors board and represents CHS on the United Prairie board of directors. He joined CHS 20 years ago and held various leadership roles with CHS at locations in North Dakota before becoming general manager for CHS Ag Services in Warren, Minnesota. Mr. Halvorson also served as vice president of farm supply in CHS Country Operations. He earned a bachelor's degree in business from Concordia University.

Mary Kaul-Hottinger has been senior vice president, human resources, for CHS since September 2018. Ms. Kaul-Hottinger sets direction and strategy for human resources with a focus on helping us attract, develop and retain high-performing and diverse employees. Prior to joining CHS, she was vice president, human resources, for Ecolab's global businesses and supported business units with more than 30,000 employees. She previously served in human resource leadership roles at General Mills and Pillsbury. Ms. Kaul-Hottinger has a bachelor’s degree in business administration from the University of St. Thomas.





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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than 10% of any class of our preferred stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (Commission).SEC. Such executive officers, directors and greater than 10% beneficial owners are required by the regulations of the CommissionSEC to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto furnished to usfiled electronically with the SEC during, and reports on Form 5 and amendments thereto furnished to usfiled electronically with the SEC with respect to, the fiscal year ended August 31, 2017,2019, and based further upon written representations received by us with respect to the need to file reports on Form 5, no individualsthe following persons filed late reports required by Section 16(a) of the Securities Exchange Act of 1934.Act: Mr. Riegel did not timely file one Form 4 relating to three transactions in December 2018 and Mr. Fritel did not timely file one Form 4 relating to two transactions in December 2018.

CODE OF ETHICS

We have adopted a code of ethics within the meaning of Item 406(b) of Regulation S-K promulgated by the Commission.SEC. This code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This code of ethics is part of our broader CHS Global Code of Conduct, Policy, which is posted on our website. The Internetinternet address for our website is http://www.chsinc.com and the CHS Global Code of Conduct Policy may be found on the "Compliance""Compliance and Integrity" web page, which can be accessed from the "Governance & Compliance" web page, which can be accessed from the "Our Company""About CHS" web page, which can be accessed from our main web page. We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer or principal accounting officer on the "Compliance""Compliance and Integrity" web page of our website. The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the Commission.SEC.

AUDIT COMMITTEE MATTERS

The Board of Directors has a separately designated standing Audit Committee for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. TheIn Fiscal Year 2019, the Audit Committee iswas comprised of Mr. Anthony,Blew, Mr. Erickson, Mr. Farrell, Mr. Kayser,Fritel, Mr. Kruger (Chairman),Kayser and Mr. Meyer (Chair), each of whom is an independent director. The Audit Committee has oversight responsibility to our ownersmember-owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements. The Audit Committee assures that the corporate information gathering and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events and conditions within CHS. In addition, the Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm.

We do not believe that any member of the Audit Committee of the Board of Directors is an "audit committee financial expert”expert" as defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder. As a cooperative, members of our Board of Directors are nominated and elected by our members. To ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The voting members in each region nominate and elect the number of directors for that region as set forth in our bylaws. To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher whose primary occupation is that of a farmer or rancher, (ii) be a Class A individual member of CHS or a Cooperative Association Membermember of any cooperative association member and (iii) reside in the geographic region from which he or she is nominated. Neither management nor the incumbent directors have any control over the nominating process for directors. Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an "auditaudit committee financial expert. However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in which they have had significant financial management or oversight responsibilities. The current Audit Committee includes directors who have served as presidents or chairmenchairs of local cooperative association boards. Members of the Board of Directors, including the Audit Committee, also operate large commercial enterprises requiring expertise in all areas of management, including financial oversight.


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ITEM 11.    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation

Overview

This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers (our "Named("Named Executive Officers") for fiscal 2017,2019, which ran from September 1, 2016,2018, through August 31, 2017:
2019:
NamePosition
Jay DebertinPresident and Chief Executive Officer
Timothy SkidmoreExecutive Vice President and Chief Financial Officer
Shirley CunninghamDarin HunhoffExecutive Vice President, Ag BusinessEnergy and Enterprise StrategyProcessing
James ZappaExecutive Vice President and General Counsel
Darin HunhoffRichard DusekExecutive Vice President, Energy and Foods
Carl CasaleFormer President and Chief Executive OfficerCHS Country Operations

ChangesOther than the removal of Shirley Cunningham, our former executive vice president, ag business and enterprise strategy, who retired from CHS on May 4, 2018, there were no changes to our Named Executive Officers during fiscal 2017 included the appointment of Jay Debertin as President and Chief Executive Officer, and the addition of Darin Hunhoff, our Executive Vice President, Energy and Foods. Carl Casale, our former President and Chief Executive Officer, left2019. Timothy Skidmore will retire from CHS on May 22, 2017.December 31, 2019 and cease to serve as our executive vice president and chief financial officer effective on the day after we file this Annual Report on Form 10-K. We are conducting a search process for Mr. Skidmore's successor. Prior to appointing such a successor, Angela Olsonawski, our senior vice president and corporate treasurer, will serve as our interim chief financial officer and principal financial officer. Refer to Item 9B, Other Information, of this Annual Report on Form 10-K for further details.

CHS is an organization that exists to among other things, helpcreate connections to empower agriculture, for the benefit of our producer and local cooperative owners and the communities in which our owners grow.and we live and operate. CHS compensation programs are designed to attract, retain and reward the executives who carry out this promise,purpose and align them around attainment of CHS short-short-term and long-term success.strategies and short-term priorities.

This section outlines the compensation and benefit programs as well as the materials and factors used to assist us in making compensation decisions. In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.
    
Compensation Philosophy and Objectives

The Governance Committee of our Board of Directors oversees the administration of, and the fundamental changes to, our executive compensation and benefits programs. The primary principles and objectives in compensating our executive officers include:

Attract and retain exceptional talent who meet our leadership expectations and are engaged and committed to the long-term success of CHS, by providing market competitivemarket-competitive compensation and benefit programsprograms;
Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member ownersmember-owners;
Emphasize pay for performance by providing a total direct compensation mix of fixed and variable pay that is primarily weighted on annual and long-term incentives, in order to reward annual and sustained performance over the long termterm; and
Ensure compliance with government mandates and regulationsregulations.

There are no material changes anticipated to our compensation philosophy or objectives for fiscal 2018.2020.

Components of Executive Compensation and Benefits

Our executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to optimize member-owner returns and to achieve our long-term strategies by achieving specified goals. The

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compensation program links executive compensation directly to our annual and long-term financial performance. A significant portion of each executive’sexecutive's compensation is dependent upondepends on meeting financial goals and a smaller portion is linked to individual performance objectives.

Each year, theThe Governance Committee of our Board of Directors reviews our executive compensation policies each year with respect to the correlation between executive compensation and the creation of member-owner value, as well as the

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competitiveness of our executive compensation programs. The GovernanceExecutive Committee, with input from a third-party consultant if necessary, determines what, if any, changes are appropriate to our executive compensation programs, including the incentive plan goals applicable to our Named Executive Officers under the incentive compensation plans to which they and other employees are eligible. TheA third-party consultant is chosen and hired directly by the GovernanceExecutive Committee to provide guidance regarding market competitive levels of base pay, annual variable pay and long-term incentive pay, as well as market competitive allocations between base pay, annual variable pay and long-term incentive pay for our Chief Executive Officer (CEO).CEO. The data is shared with our Board of Directors, which makes final decisions regarding our CEO’sCEO's base bay,pay, annual incentive pay and long-term incentive pay, as well as the allocation of compensation between base pay, annual incentive pay and long-term incentive pay. There are no formal policies for allocation between long-term and short-term compensation, other than the intention of beingto be competitive with the external compensation market for comparable positions and beingto be consistent with our compensation philosophy and objectives. The GovernanceExecutive Committee recommends to our Board of Directors salary actions relative to our CEO and approves annual and long-term incentive awards for the CEO incentive awards based on performance of the CompanyCHS compared to the financial targets and, as applicable, individual performance. In turn, our Board of Directors communicates this pay information to our CEO. Our CEO is not involved with the selection of the third-party consultant and does not participate in or observe GovernanceExecutive Committee meetings that concern CEO compensation matters. Based on a review of compensation market data provided by our human resources department (survey sources and pricing methodology are explained below under “Components"Components of Compensation”Compensation"), with input from a third-party consultant if necessary, our CEO decides base compensation levels for the other Named Executive Officers, recommends for Board of Directors approval the annual and long-term incentive pay plansplan performance goals applicable to the other Named Executive Officers (and other employees) and communicates base and incentive compensation pay to the other Named Executive Officers. The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

We intend to preserve the deductibility, under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), of compensation paid to our executive officers while maintaining compensation programs to attract and retain highly qualified executives in a competitive environment.

In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.

Components of Compensation

Our executive compensation and benefits program consists of seven components. Each component is designed to be competitive within the executive compensation market. In determining competitive compensation levels, we analyze information from independent compensation surveys, which include information regarding comparable industries, markets, revenues and companies that compete with us for executive talent. The surveys used for this analysis in fiscal 20172019 included a combination of the following sources: AonHewitt Total Compensation Measurement, Hay Group General Market Executive Report, Mercer Benchmark Database Executive Compensation Survey and Towers Watson CDB Executive Compensation Survey Report. The data extracted from these surveys includes median market rates for base salary, annual incentive, total cash compensation and total direct compensation. Companies included in the surveys vary by industry, revenue and number of employees, and represent both public and private ownership, as well as non-profit, government and mutual organizations. Compensation paid by a comparator group of industry specific peer companies, which group includes 1816 private, public and cooperative organizations in the agronomy, energy, food and grain industries, is also considered when making compensation decisions.

The following companies comprised the 2019 comparator group:
Comparator Group
Archer Daniels MidlandConAgra BrandsKinder MorganMosaic
BungeConocoPhillipsKoch IndustriesNutrien
CF IndustriesDean FoodsLand O'LakesValero Energy
CargillHollyFrontierMarathon PetroleumWilliams Companies

The emphasis of our executive compensation package is weighted more on variable pay through annual variable pay and long-term incentive awards. This is consistent with our compensation philosophy of emphasizing a strong link between pay, employee performance and business goals to foster a clear line-of-sightline of sight and strong commitment to CHS short-term and long-term success, and also aligns our programs with general market practices. The goal is to provide our executives with an overall compensation package that is competitive in comparable industries, companies and markets. We target the market median compensation for base pay, target total cash and target total direct compensation, and the 75th percentile for total direct compensation forwhen we achieve above market performance.

For fiscal 2017, base pay was near the market median, and total cash compensation and total direct compensation were each more than 30% below the market median. These lower actual total cash and total direct compensation levels occurred because only the threshold level award was earned under the CHS Annual Variable Pay Plan (the "Annual Variable Pay Plan" or "AVP") and Profit Sharing Plan, and no awards were earned under the CHS Long Term Incentive Plan (the "LTIP") for the 2015-2017 performance period.
    


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For fiscal 2019, base pay was below the market median, total cash compensation was above the market median, and total direct compensation was below the market median. The above market median total cash compensation occurred because actual earned annual variable pay awards exceeded target performance.

The following table presents a more detailed breakout of each compensation element:
Pay Element
DefinitionDefinition of Pay Element
PurposePurpose of Pay Element
Base PayCompetitive base level of compensation provided relative to skills, experience, knowledge and contributions• Provides the fundamental element of compensation for carrying out duties of the job
Annual Variable PayBroad-based employee short-term performance basedperformance-based variable pay incentive for achieving predetermined annual financial individual and for purposes of fiscal 2017 only, enterprise non-financialindividual performance goals
• Provides a direct link between pay and annual business objectives
• Pay for performance to motivate and encourage the achievement of critical business initiatives
• Encourages proper expense control and containment
Profit SharingBroad-based employee short-term performance basedperformance-based variable pay incentive for achieving predetermined annual financial and, for purposes of fiscal 2017 only, enterprise non-financial performance goals
• Provides a direct link between employee pay and CHS profitability

Long-Term Incentive PlansLong-term performance basedperformance-based incentive for senior management to achieve predetermined triennial returnReturn on adjusted equityAdjusted Equity ("ROAE") performance or Return on Invested Capital ("ROIC") goals
• Provides a direct link between senior management pay and long-term strategic business objectives
• Aligns management and member-owner interests
• Encourages retention of key management
Retirement BenefitsRetirement benefits under the qualified retirement plans are identical to the broad-based retirement plans generally available to all full-time employees• These benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
 The supplemental plans include non-qualified retirement benefits that restore qualified benefits contained in our broad-based plans for employees whose retirement benefits are limited by salary caps under the Internal Revenue Code.Code of 1986, as amended ("Internal Revenue Code"). In addition, the plans allow participants to voluntarily defer receipt of a portion of their income• These benefits are provided to attract and retain senior managers with total rewards programs that are competitive with comparable companies
Health & Welfare BenefitsMedical, dental, vision, life insurance and short-term disability benefits generally available to all full-time employees. Certain officers, including our Named Executive Officers, also are eligible for executive long-term disability benefits• With the exception of executive long-term disability benefits, these benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
Additional BenefitsAdditional benefits provided to certain officers, including our Named Executive Officers• These benefits are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to CHS

Explanation of Ratio of Salary and Bonus to Total Compensation

The structure of our executive compensation package is focused on a suitable mix of base pay, annual variable pay and long-term incentive awards in order to encourage executive officers and employees to strive to achieve goals that benefit our owners’member-owners’ interests over the long term and to better align our programs with general market practices.



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Fiscal 20172019 Executive Compensation Mix at Target

The charts below illustrate the mix of base salary, annual variable pay at target performance (2019 Plan) and long-term incentive compensation at target performance (2017-2019 Plan) for fiscal 20172019 for our CEO and the other Named Executive Officers as a group.


ceotargetpaymixa01.jpgneotargetpaymixa01.jpg
Base Pay:Pay

Base salaries of our Named Executive Officers represent a fixed form of compensation paid on a semi-monthly basis. The base salaries are generally set at the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies. The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities and individual experience.
    
Base salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities. Changes in base salaries are determined through review of competitive market data, as well as individual performance and contribution. Changes are not governed by pre-established weighting factors or merit metrics.
The CEO is responsible for this process for the other Named Executive Officers. The GovernanceIn fiscal 2019, the Executive Committee iswas responsible for this process for the CEO.

Upon electing Mr. Debertin to President and CEO in May 2017, thereceived a 5.0% base salary increase effective January 1, 2019. Our Board of Directors established his base pay level based on consideration ofapproved the significant increase in the scope and importance of his responsibilities, as well asto maintain a competitive pay for the CEO position. Taking the foregoing into account, the Board of Directors increasedposition to market. Mr. Debertin'sSkidmore, Mr. Hunhoff, Mr. Zappa and Mr. Dusek also received base salary by 70% upon his election to Presidentincreases of 2.0%, 5.0%, 5.0% and CEO, from his previous position of Executive Vice President and Chief Operating Officer of Energy and Foods. Mr. Skidmore, Ms. Cunningham and Mr. Zappa were given base salary increases5.0%, respectively, in fiscal 2019 to ensure their base pay issalaries were commensurate with their responsibilities, skills, contributions and competitive pay range. Specifically, in fiscal 2017, their base salary increases were 20%, 3% and 10%, respectively. Mr. Hunhoff was promoted to the position of Executive Vice President, Energy and Foods in May 2017 and received a base pay increase of 20% to reflect to his new responsibilities, compared to his previous position of Senior Vice President and Chief Strategy Officer.

Annual Variable Pay:Pay

Named Executive Officers are covered by the same broad-based CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other employees and, based on the plan provisions, when they retire they receive awards prorated to the period of time eligible. Each Named Executive Officer was eligible to participate in the AVP for fiscal 2017.2019. Target AVP award levels were set with reference to competitive market compensation levels and were intended to motivate our executives by providing annual variable pay awards for the achievement of predetermined goals. Our AVP program for fiscal 20172019 was based on enterprise-level financial performance and specific management business objectives with actual payout dependent on CHS achieving pre-determinedpredetermined enterprise-level financial performance targets and non-financial individual performance goals. The financial performance components included Return on Adjusted Equity ("ROAE")ROIC and Return on Assets ("ROA") targets for CHS at the enterprise level. The threshold, target and maximum ROAEROIC and ROA targets for fiscal 20172019 are set forth in the table below. The management business objectives include individual performance against specific goals relating to subjects such as business profitability, execution of strategic initiatives or talent development.acquisition, development and retention. In conjunction with the annual performance appraisal process offor our CEO, our Board of Directors reviews the individual non-financial goals and, in turn, determines and approves this portion of the annual variable pay award based upon completion or partial completion of the previously specified goals and principal accountabilities for our

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accountabilities for our CEO. Likewise, our CEO uses the same process for determining individual goal attainment for the other Named Executive Officers. For purposes of the fiscal 2017 AVP, an additional component was established that could result in a threshold level payout even if the ROAE target was not met, but certain performance management and controllable internal expense targets were met. Specifically, the performance management target was for 95% of all exempt-level employees to have performance assessment and performance goal setting plans completed in the Company’s online performance management system and the controllable expense target was that total controllable sales, general and administrative expenses for fiscal 2017 would be at or below the budgeted amount for these expenses.

CHS financial performance goals and award opportunities under our fiscal 20172019 Annual Variable Pay Plan were as follows:
Performance Level 
CHS Company
Performance Goal
 
CHS Company Performance Goal

 
Percent of Target
Award
Maximum 11.5% Return on Adjusted Equity6.9% ROIC 11.5% Return on Assets6.9% ROA 200%
Target 9.5% Return on Adjusted Equity5.9% ROIC 9.5% Return on Assets6.1% ROA 100%
Threshold 7.5% Return on Adjusted Equity4.9% ROIC 7.5% Return on Assets5.2% ROA 50%
Below Thresholdthreshold <7.5% Return on Adjusted Equity4.9% ROIC <7.5% Return on Assets5.2% ROA 0%

ROAEROIC and ROA are not defined under U.S. GAAP. Therefore, they should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.

ROIC is a measurement of our profitabilityhow efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net income (earnings)operating profit after tax by funded debt plus equity. We define adjusted equity. To determinenet operating profit after tax as earnings before tax plus interest, net, and the equity and earnings adjustments, we subtract preferred stock dividends (paid on beginningsum is multiplied by the effective tax rate. We define funded debt as the average of the fiscal year preferred stock) from earnings, and reduce CHS equity by the beginningfunded debt as of the fiscal year preferred stock onend of July 2018 and 2019, respectively, and equity at the balance sheet. Earnings are subject to one-time exclusions or inclusions in any given fiscal year.end of July 2018.

ROA is a measurement of how well we use our assets to generate earnings and maximize returns on our owner equity and assets and is calculated by dividing adjusted operating income by net assets. We define adjusted operating income as earnings before income taxes plus interest, net, plus corporate indirect allocations. We define net assets as total assets minus working capital liabilities, where working capital liabilities means current liabilities. Net assetsliabilities excluding current portions of debt or financing liabilities, and is measured at the beginningas of the fiscal year.end of July 2018.

Our Board of Directors approved the ROAEROIC and ROA performance targets for the fiscal 20172019 AVP and determined our CEO’sCEO's individual goals. The weighting of our CEO’s goals for fiscal 20172019 was 60% CHS total company ROAE, 20%ROIC, 10% CHS total company ROA and 20%30% principal accountabilities and individual goals. Our CEO determined non-financial individual goals for the other Named Executive Officers. The weighting of goals for the other Named Executive Officers for fiscal 20172019 was 60% CHS total company ROAE, 20%ROIC, 10% CHS total company ROA and 20%30% individual goals. ROIC results were 9.6% and ROA results were 8.6% for fiscal 2019. Effective for fiscal 2020, the weighting of our CEO's goals will be 70% ROIC and 30% principal accountabilities and individual goals, and the weighting of goals for the other Named Executive Officers will be 70% ROIC and 30% individual goals.

For fiscal 2017,In connection with Mr. Skidmore's retirement from CHS achieved an ROAEon December 31, 2019, we entered into a letter agreement with Mr. Skidmore on July 26, 2019 ("Letter Agreement"). The Letter Agreement provides, among other things, that the individual goals component of1%. Accordingly, because the 7.5% threshold ROAE was not achieved, no awards relating to fiscal 2017 were earned according to the fiscal 2017 AVP’s primary component. However, as described above, for fiscal 2017, an additional award component was established for2019 Annual Variable Pay Plan will be paid to Mr. Skidmore at the AVP based on performance management and internal controllable expense spending targets. These targets were met for fiscal 2017, and, accordingly, each of the Named Executive Officers other than Mr. Casale, who left CHS in May 2017, received a threshold level award for all three goal components (ROAE, ROA and Individual) under the AVP.target level.

Annual variable pay earned awards that will be paid under the Annual Variable Pay Plan for fiscal 20172019 for the Named Executive Officers are as follows:
NameVariable Pay
(Dollars)
Jay Debertin$862,500
$3,713,064
Timothy Skidmore$207,550
1,212,064
Shirley Cunningham$216,300
Darin Hunhoff1,279,950
James Zappa$164,780
1,207,500
Darin Hunhoff$175,000
Carl Casale$
Richard Dusek1,110,515

Effective for fiscal 2018, the Annual Variable Pay Plan ROAE performance metric will be replaced with a Return on Invested Capital ("ROIC") metric. ROIC is defined as net operating profit after tax, divided by the sum of funded debt and

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equity, where “funded debt” is defined as the average of the funded debt at the beginning and end of the fiscal year and “equity” is defined as equity at the beginning of the fiscal year.Using ROIC provides a clear picture of how efficiently CHS uses all of its capital (owners’ equity, debt and preferred stock) and the level of returns on that capital. Using ROIC will increase our executives’ focus on generating the best return possible on all of our capital deployed in the business. For fiscal 2018, ROA will continue to be utilized as the second financial metric under the Annual Variable Pay Plan.

Profit Sharing:Sharing

Each Named Executive Officer is eligible to participate in our Profit Sharing Plan applicable to other employees. The purpose of the Profit Sharing Plan is to provide a direct link between employee pay and our profitability. Annual profit sharing contributions are calculated as a percent of base pay and annual variable pay (total earnings) and are made to the CHS Inc. 401(k) Plan (the ("401(k) Plan)Plan") account and CHS Inc. Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer. The levels of profit sharing awards vary in relation to the level of CHS ROAEROIC achieved and are displayed in the following table:
Return On Adjusted Equity 
Profit Sharing
Award
11.5% 5%
10.5% 4%
9.5% 3%
8.5% 2%
7.5% 1%

In addition, for purposes of the fiscal 2017 profit sharing plan year, employees were eligible to earn a 1% profit sharing award if our enterprise-level ROAE performance was less than 7.5%, provided the performance management and controllable internal expense targets, as described under the heading “Annual Variable Pay” above, were achieved.
ROIC Profit Sharing Award
6.9% 5%
6.4% 4%
5.9% 3%
5.4% 2%
4.9% 1%

In fiscal 2017, the minimum 7.5% ROAE threshold was not achieved, however the two enterprise objectives mentioned above2019 ROIC results were met.9.6%. Accordingly, a one percent profit sharing award was earned by all of theeach Named Executive Officers, other than Mr. Casale, who left CHS in May 2017.

Effective for fiscal 2018,Officer earned a 5% award under the Profit Sharing Plan. Profit Sharing Plan goals will continue to be based on an ROIC performance metric as described under the heading “Annual Variable Pay” above.for fiscal 2020.

Long-Term Incentive Plans:Plans

Each Named Executive Officer is eligible to participate in our LTIP.Long-Term Incentive Plan ("LTIP"). The purpose of the LTIP is to align long-term results with long-term performance goals, encourage our Named Executive Officers to maximize long-term value for our owners,member-owners and retain key executives. The LTIP consists of three-year performance periods to ensure consideration is made for our long-term sustainabilityfinancial performance and strategic execution, with a new performance period beginning every year. Our Board of Directors approves the LTIP goals.goals for each three-year period.

Awards from the LTIP are contributed to the CHS Deferred Compensation Plan (the "Deferred Compensation Plan") after the end of each performance period. These awards vest over an additional 28-month period following the performance period end date. The extended earning and vesting provisions of the LTIP are designed to help us retain key executives. Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested LTIP award balances. Participants who meet retirement criteria, die or become disabled receive prorated awards following the LTIP rules. Like the Annual Variable Pay Plan, award levels for the LTIP are set with regard to competitive considerations. Beginning with the fiscal 2018-2020 LTIP performance period, the target level LTIP award levels increased from 70% to 115% of base salary for Named Executive Officers, excluding Mr. Debertin, to improve our competitive position to market.

For the 3-year LTIP period ending in fiscal 2017,2019, the LTIP performance measure was based upon our ROAE during the period. ROAE is a measurement of our profitability and is calculated by dividing adjusted net income (earnings) by adjusted equity. To determine the equity and earnings adjustments, we subtract preferred stock dividends (paid on beginning of the fiscal year preferred stock) from earnings and reduce equity by the beginning of the fiscal year preferred stock on the balance sheet. Earnings are subject to one-time exclusions or inclusions in any given fiscal year. ROAE is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Award opportunities for the fiscal 2015-20172017-2019 LTIP are expressed as a percentage of a participant’s average base salary as of August 31 for each of the three-yearthree years in the performance period. We must meet a three-year period threshold level of ROAE performance in order for any participant to earn an award payout under the 2015-20172017-2019 LTIP. As indicated in the below table, the threshold, target, maximum and superior performance maximum ROAE goals for the fiscal 2015-20172017-2019 performance period were 8%5.5%, 10%7%, 14%9% and 20%, respectively.

Performance Level CHS Three Year-ROAE Percent of Target Award
Superior performance maximum 20% 400%
Maximum 9% 200%
Target 7% 100%
Threshold 5.5% 50%
Below threshold <5.5% 0%

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Performance Level 
CHS Three Year
ROAE
 
Percent of Target
Award
Superior Performance Maximum 20% 400%
Maximum 14% 200%
Target 10% 100%
Threshold 8% 50%
Below Threshold <8% 0%
ForActual ROAE performance for the fiscal 2015-20172017-2019 performance period CHS achieved a three-year ROAE result of 5.5%was 6.8%. Because the 8.0% threshold ROAE was not achieved with respect toLTIP payments for the fiscal 2015-2017 performance period, no awards relating to the fiscal 2015-2017 performance period were earned by any of2017-2019 LTIP for the Named Executive Officers under the LTIP.are as follows:
NameLTIP Payments
 (Dollars)
Jay Debertin$1,692,275
Timothy Skidmore403,187
Darin Hunhoff351,304
James Zappa331,220
Richard Dusek250,413

Details for the fiscal 20172019 awards associated with the fiscal 2017-20192019-2021 LTIP performance period are provided in the “2017"2019 Grants of Plan-Based Awards”Awards" table.

Effective forBeginning with the fiscal 2018-2020 performance period, the LTIP ROAE performance metric will bewas replaced with an ROIC performance metric. ROICmetric, which is defined in the same manner as net operating profit after tax, divided byfor AVP (see "Annual Variable Pay" above). ROIC will continue to be used as the sumLTIP performance metric for the fiscal 2020-2022 performance period.

Because Mr. Skidmore’s retirement will occur prior to him achieving ten years of Funded Debtservice, he will not be eligible to vest in and Equity. For purposeswill forfeit his LTIP payment for the fiscal 2017-2019 LTIP. In addition, because Mr. Skidmore's employment will end prior to the end of each of the fiscal 2018-2020 and fiscal 2019-2021 performance period,periods, he will not be eligible to earn any compensation under either the term “Funded Debt” means2018-2020 LTIP or the average2019-2021 LTIP. For a description of the funded debt at eachpayment that will be made to Mr. Skidmore under the Letter Agreement in recognition of, the beginning of fiscal year 2018 andamong other things, earned but unvested long-term incentive compensation that will be forfeited due to the end of fiscal year 2020 and the term “Equity” means equity at the beginning of fiscal year 2018.Mr. Skidmore's employment prior to vesting, please see "Post Employment" below.

Other Compensation:Compensation
 
To preserve key leadership continuity and bench strength, as well as a total direct compensation opportunity amount that is competitive to market, in November 2017, theApril 2019, our Board of Directors approved a potential retention incentive award (the "Retention Award") for certain of our senior officers, of the company, including each of the Named Executive Officers who both were active participants in the 2015-20172016-2018 LTIP and who were active employees of the company on the date the awardRetention Award was approved. The potential award value is equal to the percentage of base salary used for the 2015-20172016-2018 LTIP awards at the Thresholdtarget level, based on the participant’sparticipant's job level as of August 31, 2018, multiplied by the dateparticipant's base salary as of August 31, 2018 and, subject to the retention award was granted, andfollowing sentence, will be earned only if a participant continues active employment through January 1, 2020,2021, or meets the limited pro ration criteria provided in the award.Retention Award. Notwithstanding the foregoing, the Letter Agreement provides that Mr. Skidmore will receive a pro rata portion of the Retention Award in the amount of $170,191 within 60 days of his retirement on December 31, 2019.

Retirement Benefits:Benefits

We provide the following retirement and deferral programs to Named Executive Officers:

CHS Inc. Pension Plan
CHS Inc. 401(k) Plan
CHS Inc. Supplemental Executive Retirement Plan
CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

The CHS Inc. Pension Plan (the "Pension("Pension Plan") is a tax-qualified defined benefit pension plan. All Named Executive Officers participate in the Pension Plan. A Named Executive Officer is fully vested in the Pension Plan after three years (depending on hire date) of vesting service. The Pension Plan provides for a lump sum payment of the participant’s account balance once the Named Executive Officer reaches normal retirement age (or, alternatively, for a monthly annuity for the Named Executive Officer’sOfficer's lifetime if elected by the Named Executive Officer). Compensation and benefits are limited based on limits imposed by the Internal Revenue Code. The normal form of benefit for a single Named Executive Officer is a life annuity and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other

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annuity forms are also available on an actuarial equivalent basis. Compensation and benefits are limited based on limits imposed by the Internal Revenue Code.

A Named Executive Officer’sOfficer's benefit under the Pension Plan depends on pay credits to theirhis or her account, which are based on the Named Executive Officer’s total salary and annual variable pay for each year of employment, date of hire, age at date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer’s account balance at the beginning of the plan year.


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The amount of pay credits added to a Named Executive Officer’sOfficer's account each year is a percentage of the Named Executive Officer’s base salary and annual variable pay plus compensation reduction pursuant to the 401(k) Plan, and any pretax contribution to any of our welfare benefit plans, paid vacations, paid leaves of absence and pay received if away from work due to a sickness or injury. The pay credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31st31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

Pay credits are earned according to the following schedule:schedules:

Regular Pay Credits
 Regular Pay Credit
Years of Benefit Service
Pay Below Social Security
Taxable Wage Base
 
Pay Above Social Security
Taxable Wage Base
 Pay Below Social Security Taxable Wage Base Pay Above Social Security Taxable Wage Base
1 - 3 years3% 6% 3% 6%
4 - 7 years4% 8% 4% 8%
8 - 11 years5% 10% 5% 10%
12 - 15 years6% 12% 6% 12%
16 years or more7% 14% 7% 14%

Mid CareerMid-Career Pay Credits

Employees hired after age 40 qualify for the following minimum pay credit:
Minimum Pay Credit Minimum Pay Credit
Age at Date of Hire
Pay Below Social Security
Taxable Wage Base
 
Pay Above Social Security
Taxable Wage Base
 Pay Below Social Security Taxable Wage Base Pay Above Social Security Taxable Wage Base
Age 40 - 444% 8% 4% 8%
Age 45 - 495% 10% 5% 10%
Age 50 or more6% 12% 6% 12%

Investment Credits

We credit a Named Executive Officer’sOfficer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year. The investment credit is based on the average return for one-year U.S. Treasury bills for the preceding 12-month period. The minimum interest rate under the Pension Plan is 4.65% and the maximum is 10%.

CHS Inc. 401(k) Plan

The 401(k) Plan is a tax-qualified defined contribution retirement plan. Most full-time, non-union CHS employees are eligible to participate in the 401(k) Plan, including each Named Executive Officer. Participants may contribute between 1% and 50% of their pay on a pretax basis. We match 100% of the first 1% and 50% of the next 5% of pay contributed each year (maximum 3.5%). Our Board of Directors may elect to reduce or eliminate matching contributions for any year or any portion thereof. Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant’s behalf by us.

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Non-participants are automatically enrolled in the plan at a 3% contribution rate and, effective each January 1, the participant’s contribution will be automatically increased by 1%. This escalation will stop once the participant’s contribution reaches 10%. The participant may elect to cancel or change these automatic deductions at any time.


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CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

Because the Internal Revenue Code limits the benefits that may be paid from the Pension Plan and the 401(k) Plan, the CHS Inc. Supplemental Executive Retirement Plan (the "SERP"("SERP") and the Deferred Compensation Plan were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect. The SERP also includes compensation deferred under the Deferred Compensation Plan that is excluded under the qualified retirement plan. All Named Executive Officers participate in the SERP. Participants in the plans are select management or highly compensated employees who have been designated as eligible by our CEO to participate.

Compensation includes total salary and annual variable pay without regard to limitations on compensation imposed by the Internal Revenue Code. Company contributions under the Pension Plan and 401(k) Plan are not eligible for pay credits.

Certain Named Executive Officers may have accumulated non-qualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERP are primarily funded in a rabbi trust, with a balance at August 31, 2017,2019, of $29.6$31.3 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

The Deferred Compensation Plan allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay. The election must occur prior to the beginning of the calendar year in which the compensation will be earned. During the year ended August 31, 2017,2019, all of the Named Executive Officers were eligible to participate in the Deferred Compensation Plan. Mr. Debertin, Mr. Skidmore, Mr. Zappa and Ms. CunninghamMr. Dusek participated in the elective portion of the Deferred Compensation Plan.

Benefits from the Deferred Compensation Plan are primarily funded in a rabbi trust, with a balance as of August 31, 2017,2019, of $132.1$125.8 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

Health & Welfare Benefits:Benefits

Like our other employees, each of the Named Executive Officers is entitled to receive benefits under our comprehensive health and welfare program. Like non-executive full-time employees, participation in the individual benefit plans is based on each Named Executive Officer’s annual benefit elections and varies by individual.

Medical Plans

Named Executive Officers and their dependents may participate in our medical plan on the same basis as other eligible full-time employees. The plan provides each Named Executive Officer an opportunity to choose a level of coverage and coverage options with varying deductibles and co-pays in order to pay for hospitalization, physician and prescription drugsdrug expenses. The cost of this coverage is shared by us and the covered Named Executive Officer.

Dental, Vision and Hearing Plan

Named Executive Officers and their dependents may participate in our dental, vision and hearing plan on the same basis as other eligible full-time employees. The plan provides coverage for basic dental, vision and hearing expenses. The cost of this coverage is shared by us and the covered Named Executive Officer.

Life, AD&D and Dependent Life Insurance

Named Executive Officers and their dependents may participate in our basic life, optional life, accidental death and dismemberment (AD&D)("AD&D") and dependent life plans on the same basis as other eligible full-time employees. The plans allow Named Executive Officers an opportunity to purchase group life insurance on the same basis as other eligible full-time employees. Basic life insurance equal to one times payeligible compensation will be provided at our expense on the same basis as other eligible full-time employees. Named Executive Officers can choose various coverage levels of optional life insurance at their own expense on the same basis as other eligible full-time employees.


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Short- and Long-term Disability

Named Executive Officers participate in our Short-Term Disability Plan (STD)("STD") on the same basis as other eligible full-time employees. The Named Executive Officers also participate in an executive Long-Term Disability Plan (LTD)("LTD"). These plans

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replace a portion of income in the event that a Named Executive Officer is disabled under the terms of the plan and is unable to work full-time. The cost of STD and LTD coverage is paid by CHS.us.

Flexible Spending Accounts/Health Savings Accounts/Health Reimbursement Accounts

Named Executive Officers may participate in our Flexible Spending Account (FSA),("FSA") or Health Savings Account (HSA) or Health Reimbursement Account (HRA)("HSA") on the same basis as other eligible full-time employees. The FSA and HSA provide Named Executive Officers an opportunity to pay for certain eligible medical expenses on a pretax basis. The HRA provides Named Executive Officers an opportunity to pay for certain eligible medical expenses incurred during the year on a pretax basis. Contributions to the FSA and HSA are made by the Named Executive Officer. Contributions to the HRA are made by us and are based on the medical option selected and range between $400 and $800.


Travel Assistance Program and Identity Theft Protection

Like other non-executive full-time employees, each of the Named Executive Officers is covered by our travel assistance program and identity theft protection program. The travel assistance program provides accidental death and dismembermentAD&D protection should a covered injury or death occur while on a business trip. The identity theft protection program provides credit monitoring and restoration services to protect against identity theft.

Additional Benefits:Benefits

Certain benefits such as executive physical examinations and limited financial planning assistance are available to our Named Executive Officers. These are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to CHS.us.

Incentive Compensation Recovery Policy

In July 2019, our Board of Directors adopted an Incentive Compensation Recovery Policy ("Recovery Policy") that applies to our current and former employees who are or were identified by us as an "officer" pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934 and the Nasdaq listing standards ("Covered Employee").
The Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, our Board of Directors will require reimbursement or forfeiture of any excess incentive compensation received by any Covered Employee during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement. The amount of excess incentive compensation will be equal to the amount by which the Covered Employee’s incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess incentive compensation will be determined by our Board of Directors, in its sole discretion, and may include requiring reimbursement of cash incentive compensation that was previously paid, forfeiting any incentive compensation contribution made under the Deferred Compensation Plan, offsetting the recovered amount from any compensation or incentive compensation that may be earned or awarded in the future or taking any other remedial or recovery action permitted by law.

The Recovery Policy also provides that, in the event our Board of Directors determines in good faith that a Covered Employee has engaged in detrimental conduct, we may require the Covered Employee to reimburse or forfeit all or a portion of the incentive compensation earned by or awarded to the Covered Employee, or in which the Covered Employee has become vested under the terms of the Deferred Compensation Plan. For purposes of the Recovery Policy, detrimental conduct includes:
deliberate and continued failure by a Covered Employee to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;
knowing and willful violation of any law, government regulation or company code of conduct or policy;
fraud or dishonesty resulting or intended to result in personal enrichment at our expense; and/or

gross misconduct in the performance of duties that results in economic harm to us.

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Under the Recovery Policy, incentive compensation includes annual cash incentive awards granted pursuant to either the Annual Variable Pay Plan or an individual cash incentive plan, annual cash awards earned under the Profit Sharing Plan and cash-based performance awards granted pursuant to the LTIP or any successor plan; in each case, provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial performance measure.     

Agreements with Named Executive Officers

On May 22, 2017, Mr. Debertin was elected as our President and CEO. InCEO, and in connection with Mr. Debertin’s election as President and CEO, the Company and Mr. Debertintherewith entered into an employment agreement dated as of May 22, 2017 (the with us on that date ("Employment Agreement)Agreement").
The Employment Agreement supersedes previous agreements we had with Mr. Debertin, includinghas an initial term of three years ending on August 31, 2020, provided that the April 6, 2015, Supplemental Project Milestone Incentive Plan with Mr. Debertin (the Supplemental Plan) pursuant to which Mr. Debertin was eligible to receive a cash award of up to $120,000beginning on August 31, 2020, and on each anniversary date thereafter, the term will be automatically renewed for eachan additional one-year period unless either party notifies the other in writing, at least 120 days in advance of the years ending August 31, 2015, 2016, 2017, and 2018, depending upon achievementrelevant anniversary date, of certain milestones with respectits intent not to new projects.

renew the agreement for the additional one-year period. Pursuant to the terms of the Employment Agreement, Mr. Debertin is entitled to, among other things:

An annual base salary of $1,150,000, subject to increase by our Board of Directors from time to time;

A target annual incentive compensation award beginning with fiscal 2017, of 150% of his base salary with a maximum potential annual incentive compensation award of 300% of his base salary, based on the achievement of performance targets set by our Board of Directors; and

A target long-term incentive compensation award of 150% of his average base salary during the three-year performance period applicable to that award opportunity, with a maximum superior performance potential long-term incentive compensation award of 500% of his average base salary during the three-year performance period applicable to that award.

The Employment Agreement provides that in the event of a restatement of our financial results due to material noncompliance with financial reporting requirements, if our Board of Directors determines in good faith that any compensation paid (or payable but not yet paid) to Mr. Debertin was awarded or determined based on that material noncompliance, then we are entitled to recover from him (or to reduce compensation determined but not yet paid) all compensation based on the erroneous financial data in excess of what would have been paid or been payable to him under the restatement.

The severance pay and benefits to which Mr. Debertin would be entitled if we terminated his employment without cause or, if he terminated his employment for “good reason”"good reason" are described below under “Post Employment”.


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"Post Employment."

In connection with the end of Mr. Casale’s employment with the Company,Skidmore's retirement from CHS on May 22, 2017, the Company and Mr. CasaleDecember 31, 2019, we entered into a Separationthe Letter Agreement dated May 22, 2017 (the "Separation Agreement").with Mr. Skidmore. The SeparationLetter Agreement, provides for the following severance pay and benefits, which were previously provided for in Mr. Casale’s September 1, 2016, Employment Agreement: (1) payment of 200% of Mr. Casale’s base salary, in the amount of $2,102,000, and 200% of Mr. Casale’s target annual incentive compensation award, in the amount of $3,153,000, to be paid on a determined schedule over two years if Mr. Casale is in compliance with the confidentiality, non-solicitation, non-competition, cooperation and non-disparagement covenants under the Separation Agreement, which are described below; and (2) welfare benefit continuation for 24 months. The Separation Agreement also provides for Mr. Casale to be paid $2,409,079 in recognition of earned but unvested long-term incentive compensation that was forfeited due to the end of his employment with CHS prior to vesting. Under the Separation Agreement, Mr. Casale is subject to two-year non-competition and non-solicitation covenants, as well as customary confidentiality, cooperation and non-disparagement covenants.

the payments to which Mr. Skidmore our Executive Vice President and Chief Financial Officer, joined uswill be entitled thereunder in August 2013 and the terms ofconnection with his employment provided for certain payments to him in respect of compensation earned from his former employer during past periods but forfeited in order to accept employment with us due to vesting requirements and other restrictions. Specifically, Mr. Skidmore was entitled to receive three equal payments of $180,000 for forfeited restricted stock and three equal payments of $55,163 for forfeited incentives, which was paid as follows: the first payments within 30 days of his start date; the second payments within 30 days after the first anniversary of his start date and the third payments within 30 days after the second anniversary of his start date.retirement, are described below under "Post Employment."

Mr. Zappa, our Executive Vice Presidentexecutive vice president and General Counsel,general counsel, joined us in April 2015 and the terms of his employment provided for certain payments to him in respect of compensation earned from his former employer during past periods but forfeited in order to accept employment with us due to vesting requirements and other restrictions. Specifically, Mr. Zappa was entitled to receive three payments on the following schedule: $101,667 in April 2015; $101,667 in April 2016; and $101,667 in April 2017.

Tax Considerations

Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain current and former executive officers in a taxable year. However, historically, the $1 million deduction limit did not apply to compensation that satisfied Section 162(m) requirements for qualified performance-based compensation. Accordingly, we historically attempted to preserve deductibility under the Internal Revenue Code of compensation paid to our executive officers while maintaining compensation programs to attract and retain highly qualified executives in a competitive environment. However, effective for tax years beginning after December 31, 2017, the exemption for qualified performance-based compensation from the $1 million deduction limitation contained in Section 162(m) was repealed, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017, is available. As such, certain compensation paid in excess of $1 million, which was historically deductible by us for federal tax purposes, is no longer deductible.

We believe that Section 162(m) is only one of several relevant considerations in setting compensation. We also believe that Section 162(m) should not be permitted to compromise our ability to design and maintain executive compensation

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arrangements that, among other things, are intended to attract and retain highly qualified executives in a competitive environment. As a result, we retain the flexibility to provide compensation that we determine to be in our best interests and the best interests of our member-owners, even if that compensation ultimately is not deductible for tax purposes.

Shareholder Advisory Votes on Executive Compensation

We are not required to, and do not, conduct shareholder advisory votes on executive compensation under sectionSection 14A of the Securities Exchange Act of 1934.


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Summary Compensation Table

Name and Principal PositionYear 
Salary
($) 1,2,3
 
Bonus
($) 2,4,5,6,7
 
Non-Equity
Incentive Plan
Compensation($) 1,2,8,9
 
Change in Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($) 2,10
 
All Other
Compensation($)
2,11-18
 
Total
($) 2
Jay Debertin
President and Chief Executive Officer
2017 $815,365
 $
 $862,500
 $293,497
 $41,611
 $2,012,973
2016 667,242
 
 789,871
 722,208
 156,018
 2,335,339
2015 647,380
 
 2,771,970
 339,322
 129,767
 3,888,439
Timothy Skidmore
Executive Vice President and Chief Financial Officer
2017 523,500
 100,000
 207,550
 95,952
 30,114
 957,116
2016 487,135
 235,163
 576,744
 193,174
 106,614
 1,598,830
2015 472,770
 55,163
 1,936,687
 145,857
 115,754
 2,726,231
Shirley Cunningham Executive Vice President, Ag Business and Enterprise Strategy2017 612,000
 
 216,300
 112,784
 37,576
 978,660
2016 593,983
 
 683,022
 235,579
 117,214
 1,629,798
2015 576,300
 383,000
 2,242,420
 159,060
 106,827
 3,467,607
James Zappa Executive Vice President and General Counsel2017 467,223
 201,667
 164,780
 69,638
 23,142
 926,450
2016 423,667
 101,667
 508,961
 140,794
 96,356
 1,271,445
             
Darin Hunhoff
Executive Vice President, Energy and Foods
2017 443,670
 100,000
 175,000
 75,198
 18,030
 811,898
             
             
Carl Casale
Former President and Chief Executive Officer
2017 902,516
 
   218,833
 1,805,399
 2,926,748
2016 1,040,667
 
 2,200,094
 748,200
 302,659
 4,291,620
2015 1,010,000
 
 7,243,499
 486,832
 294,525
 9,034,856
Name and Principal Position Year 
Salary
(1)(2)
 
Bonus
(2)(3)(4)(5)
 
Non-Equity
Incentive Plan
Compensation (1)(2)(6)
 
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(2)(7)
 All Other
Compensation (2)(8-14)
 
Total
(2)
    (Dollars)
Jay Debertin
President and Chief Executive Officer
 2019 $1,218,042
 $
 $5,405,339
 $1,307,488
 $410,651
 $8,341,520
 2018 1,169,167
 
 3,473,839
 372,721
 90,579
 5,106,306
 2017 815,365
 
 862,500
 293,497
 41,611
 2,012,973
Timothy Skidmore
Executive Vice President and Chief Financial Officer
 2019 615,929
 
 1,615,251
 316,033
 151,172
 2,698,385
 2018 602,883
 
 1,115,086
 106,115
 44,133
 1,868,217
 2017 523,500
 100,000
 207,550
 95,952
 30,114
 957,116
Darin Hunhoff
Executive Vice President, Energy and Processing
 2019 547,667
 
 1,631,254
 611,133
 160,989
 2,951,043
 2018 520,000
 
 1,219,000
 56,050
 38,457
 1,833,507
 2017 443,670
 100,000
 175,000
 75,198
 18,030
 811,898
James Zappa Executive Vice President and General Counsel 2019 516,667
 
 1,538,720
 285,992
 141,526
 2,482,905
 2018 490,267
 
 1,086,591
 68,928
 42,646
 1,688,432
 2017 467,223
 201,667
 164,780
 69,638
 23,142
 926,450
Richard Dusek Executive Vice President, CHS Country Operations 2019 513,696
 
 1,360,928
 465,830
 142,030
 2,482,484
 2018 468,012
 
 1,137,174
 20,449
 39,089
 1,664,724
              
(1) Amounts reflect the gross salary and non-equity incentive plan compensation, as applicable, and include any applicable deferrals. Mr. Debertin deferred $3,493,832 in fiscal 2019, $157,167 in fiscal 2018 and $0 in fiscal 2017; Mr. Skidmore deferred $722,060 in fiscal 2019, $303,483 in fiscal 2018 and $52,350 in fiscal 2017; Mr. Zappa deferred $543,295 in fiscal 2019 and $82,390 in fiscal 2018; and Mr. Dusek deferred $227,435 in fiscal 2019 and $0 in fiscal 2018 (Mr. Dusek was not a Named Executive Officer in fiscal 2017).

(2) Information on Mr. Dusek includes compensation beginning in fiscal 2018, the first year in which he became a Named Executive Officer.

(1)Amounts reflect the gross salary and non-equity incentive plan compensation, as applicable, and include any applicable deferrals. Mr. Skidmore deferred $52,350 in fiscal 2017, $249,224 in fiscal 2016 and $241,947 in fiscal 2015; Mr. Debertin deferred $893,546 in fiscal 2016 and $883,906 in fiscal 2015; and Ms. Cunningham deferred $100,000 in fiscal 2017, $852,078 in fiscal 2016 and $83,333 in fiscal 2015.
(3) Includes payments to Mr. Skidmore of $100,000 in fiscal 2017 for providing additional strong leadership and significant time commitment to the ongoing management of multiple business and financial challenges in addition to performing his regular executive vice president and chief financial officer role.

(2)Information on Mr. Zappa includes compensation beginning in fiscal 2016, the first year in which he became a Named Executive Officer, and information on Mr. Hunhoff includes compensation beginning in fiscal 2017, the first year in which he became a Named Executive Officer.
(4) Includes payments to Mr. Zappa of $201,667 in fiscal 2017, $100,000 of which was for providing additional strong leadership of and significant time commitment to the ongoing management of multiple business and governance challenges in addition to performing his regular executive vice president and general counsel role, and $101,667 of which covered earned and forfeited compensation from previous employment.

(3)Salary for Mr. Casale includes base pay and accrued paid time off that was paid upon his departure.
(5) Includes payment to Mr. Hunhoff of $100,000 in fiscal 2017 for taking on additional leadership roles in addition to performing his new role as executive vice president, Energy and Foods.

(4)Includes payments to Mr. Skidmore of $100,000 in fiscal 2017, for providing additional strong leadership of and significant time commitment to the ongoing management of multiple business and financial challenges, all in addition to performing his regular Executive Vice President and Chief Financial Officer role, and $235,163 in fiscal 2016 and $55,163 in fiscal 2015, in each case, covering earned and forfeited compensation from previous employment.
(6) Amounts include annual variable pay awards and long-term incentive awards.

(5)Includes payment of $383,000 in fiscal 2015 to Ms. Cunningham covering earned and forfeited compensation from previous employment.
The actual annual variable pay award value was as follows in fiscal 2019, 2018 and 2017, respectively: Mr. Debertin, $3,713,064, $3,473,839 and $862,500; Mr. Skidmore, $1,202,064, $1,115,086 and $207,550; Mr. Hunhoff, $1,279,950, $1,219,000 and $175,000; Mr. Zappa, $1,207,500, $1,086,591 and $164,780; Mr. Dusek, $1,110,515 and $1,137,174 (Mr. Dusek was not a Named Executive Officer in fiscal 2017).

(6)Includes payments to Mr. Zappa of $100,000, for providing additional strong leadership of and significant time commitment to the ongoing management of multiple business and governance challenges, all in addition to performing his regular Executive Vice President and General Counsel role, and $101,667, covering earned and forfeited compensation from previous employment, in 2017, and $101,667 in fiscal 2016, covering earned and forfeited compensation from previous employment.
These annual variable pay award values exclude awards in the following amounts with respect to fiscal 2018 that our Board of Directors reduced at the voluntary request of the Named Executive Officers in connection with our restated financial statements: Mr. Debertin, $62,411; Mr. Skidmore, $73,213; Mr. Zappa, $63,410; and Mr. Dusek, $6,213.
The actual long-term incentive award value was as follows in fiscal 2019, 2018 and 2017, respectively: Mr. Debertin, $1,692,275, $0 and $0; Mr. Skidmore, $403,187, $0 and $0; Mr. Hunhoff, $351,304, $0 and $0; Mr. Zappa, $331,220, $0 and $0; Mr. Dusek, $250,413 and $0 (Mr. Dusek was not a Named Executive Officer in fiscal 2017).


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(7)Includes
Because Mr. Skidmore's retirement will occur prior to him achieving ten years of service, he will not be eligible to vest in and will forfeit his LTIP payment for the fiscal 2017-2019 LTIP. For a description of the payment that will be made to Mr. Hunhoff of $100,000 in fiscal 2017 for taking on additional leadership roles in addition to performing his new role as Executive Vice President, Energy and Foods.

(8)Amounts include annual variable pay awards and Long-term incentive awards.

The actual annual variable pay award value was as follows in fiscal 2017, 2016 and 2015, respectively: Mr. Debertin, $862,500, $0 and $915,217; Mr. Skidmore $207,550, $0 and $668,367; Ms. Cunningham, $216,600, $0 and $786,214;under the Letter Agreement in recognition of, among other things, earned but unvested long-term incentive compensation that will be forfeited due to the end of Mr. Zappa, $164,780 and $0 (Mr. Zappa was not a Named Executive Officer in fiscal 2015); Mr. Hunhoff, $175,000 (Mr. Hunhoff was not a Named Executive Officer in fiscal 2016 or 2015); and Mr. Casale $0, $0 and $2,502,118.Skidmore's employment prior to vesting, please see "Post Employment" below.

The actual long-term incentive award(7) This column represents both changes in pension value was as followsand above-market earnings on deferred compensation. Change in fiscal 2017, 2016 and 2015, respectively: Mr. Debertin, $0, $789,871 and $1,736,753; Mr. Skidmore, $0, $576,744 and $1,268,320; Ms. Cunningham, $0, $683,022 and $1,456,205; Mr. Zappa, $0 and $508,961 (Mr. Zappa was not apension value is the aggregate change in the actuarial present value of the Named Executive Officer in fiscal 2015); Mr. Hunhoff, $0 (Mr. Hunhoff was not a Named Executive Officer in fiscal 2016Officer's benefit under his or 2015);her retirement program and Mr. Casale, $0, $2,200,094 and $4,741,381.nonqualified earnings, if applicable.

(9)Includes payment of $120,000 in fiscal 2015 to Mr. Debertin under the Supplemental Plan, but excludes award of $120,000 that was earned, but voluntarily declined, by Mr. Debertin in fiscal 2016 under the Supplemental Plan.

(10)This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officer’s benefit under their retirement program and nonqualified earnings, if applicable.

The aggregate change in the actuarial present value was as follows in fiscal 2017, 20162019, 2018 and 2015,2017, respectively: Mr. Debertin, $175,298, $617,456$1,245,229, $267,017 and $244,472;$175,298; Mr. Skidmore, $79,807, $176,801$305,723, $89,520 and $136,385; Ms. Cunningham, $80,332, $217,137$79,807; Mr. Hunhoff, $607,801, $49,824 and $159,060;$68,620; Mr. Zappa, $69,638$285,992, $68,928 and $140,794$69,638; and Mr. Dusek, $460,972 and $12,951 (Mr. ZappaDusek was not a Named Executive Officer in fiscal 2015); Mr. Hunhoff, $68,620 (Mr. Hunhoff was not a Named Executive Officer in fiscal 2016 and 2015); and Mr. Casale, $125,399, $626,792 and $374,796. 2017).

Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service (IRS)("IRS") on applicable funds, and was as follows in fiscal 2017, 20162019, 2018 and 2015,2017, respectively: Mr. Debertin, $118,199, $104,752$62,259, $105,704 and $94,850;$118,199; Mr. Skidmore, $16,145, $16,373$10,310, $16,595 and $9,472; Ms. Cunningham, $32,452, $18,442$16,145; Mr. Hunhoff, $3,332, $6,226 and $0;$6,578; Mr. Zappa, $0, $0 and $0$0; and Mr. Dusek, $4,858 and $7,498 (Mr. ZappaDusek was not a Named Executive Officer in fiscal 2015);2017).

(8) Amounts may include executive LTD paid by us, travel accident insurance, executive physical, contributions by us during each fiscal year to qualified and non-qualified defined contribution plans, spousal travel and financial planning.

(9) Includes fiscal 2019 executive LTD of $3,221 for all Named Executive Officers.

(10) Includes fiscal 2019 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $371,407; Mr. Skidmore, $127,290; Mr. Hunhoff, $6,578 (Mr.$128,810; Mr. Zappa, $115,134; and Mr. Dusek, $118,989.

(11) Includes fiscal 2019 employer contribution to the 401(k) Plan: Mr. Debertin, $15,271; Mr. Skidmore, $15,284; Mr. Hunhoff was not a$15,375; Mr. Zappa, $15,300; and Mr. Dusek, $12,894.

(12) Includes fiscal 2019 executive physical examinations for the following Named Executive Officer in fiscal 2016 or 2015);Officers: Mr. Debertin, $3,870; and Mr. Casale, $93,434, $121,408 and $112,036.

(11)Amounts may include executive LTD paid by us, travel accident insurance, executive physical, contributions by us during each fiscal year to qualified and non-qualified defined contribution plans, spousal travel and financial planning.

(12)Includes fiscal 2017 executive LTD of $3,340 for all Named Executive Officers except Mr. Casale, and fiscal 2017 executive LTD of $2,535 for Mr. Casale.

(13)Includes fiscal 2017 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $14,315; Mr. Skidmore, $7,945; Ms. Cunningham, $11,725; Mr. Zappa, $6,080; Mr. Hunhoff, $4,571; and Mr. Casale, $27,510.

(14)Includes fiscal 2017 employer contribution to the 401(k) Plan: Mr. Debertin, $9,275; Mr. Skidmore, $9,275; Ms. Cunningham, $9,275; Mr. Zappa, $8,812; Mr. Hunhoff, $9,271; and Mr. Casale, $9,275.

(15)Includes fiscal 2017 executive physicals for the following Named Executive Officers: Mr. Debertin, $2,721; Mr. Skidmore, $4,026; Ms. Cunningham, $4,171; Mr, Zappa, $4,409; and Mr. Casale, $4,119.

(16)Includes fiscal 2017 executive financial planning for the following Named Executive Officers: Mr. Debertin, $820; Mr. Skidmore, $5,000; and Ms. Cunningham, $5,000.

(17)Includes payment of $8,019 to Mr. Debertin in fiscal 2017 for reimbursement of legal services associated with the Employment Agreement.

Hunhoff, $7,488.

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Table of Contents(13) Includes fiscal 2019 executive financial planning for the following Named Executive Officers: Mr. Debertin, $6,740; Mr. Skidmore, $1,035; Mr. Hunhoff, $905; Mr. Zappa, $2,810; and Mr. Dusek, $1,815.

(14) Includes fiscal 2019 spousal travel for Mr. Debertin of $745.

(18)Includes payment to Mr. Casale in fiscal 2017 of $1,761,666 pursuant to the terms of Mr. Casale’s Separation Agreement, which includes a legal fee allowance ($10,000) and the payment of the 1st of 3 installments for base salary and target annual incentive compensation ($1,751,666).

Agreements with Named Executive Officers

On May 22, 2017, we entered an Employment Agreement with Mr. Debertin, our President and Chief Executive Officer. The Employment Agreement supersedes all previous agreements we had with Mr. Debertin. The Employment Agreement was entered into to clearly definesdefine the obligations of the parties thereto with respect to employment matters, as well as the compensation and benefits to be provided to Mr. Debertin upon termination of employment. Other details of Mr. Debertin’s Employment Arrangement are described in "Compensation Discussion and Analysis" above.

The EmploymentIn connection with Mr. Skidmore's retirement from CHS on December 31, 2019, we entered into the Letter Agreement has an initial term of three years ending on August 31, 2020, provided that beginning on August 31, 2020, and on each anniversary date thereafter, the term will be automatically renewed for an additional one-year period unless either party notifies the other in writing, at least 120 days in advancewith Mr. Skidmore. Details of the relevant anniversary date, of its intent not to renew the agreement for the additional one-year period.

Pursuant to the terms of the EmploymentLetter Agreement Mr. Debertin is entitled to, among other things:

An annual base salary of $1,150,000, subject to increase by our Board of Directors from time to time;

A target annual incentive compensation award, beginning with fiscal 2017, of 150% of his base salary with a maximum potential annual incentive compensation award of 300% of his base salary, based on the achievement of performance targets set by our Board of Directors; and

A target long-term incentive compensation award of 150% of his average base salary during the three-year performance period applicable to that award opportunity, with a maximum superior performance potential long-term incentive compensation award of 500% of his average base salary during the three-year performance period applicable to that award opportunity.

The Employment Agreement provides that in the event of a restatement of our financial results due to material noncompliance with financial reporting requirements, if our Board of Directors determines in good faith that any compensation paid (or payable but not yet paid) to Mr. Debertin was awarded or determined based on that material noncompliance, then we are entitled to recover from him (or to reduce compensation determined but not yet paid) all compensation based on the erroneous financial data in excess of what would have been paid or been payable to himdescribed below under the restatement.

Theheading "Post Employment." In addition, the severance pay and benefitspayments to which Mr. DebertinSkidmore would be entitled under his employment term sheet with us if we terminated his employment without cause or if he terminated his employment for “good reason”"good reason" are also described below under the heading “Post Employment”."Post Employment."

In connection with the end of Mr. Casale’s employment with the Company, on May 22, 2017, the Company and Mr. Casale entered into the Separation Agreement. Detail of Mr. Casale’s Separation Agreement are described below under the heading “Post Employment”.

Mr. Skidmore, our Executive Vice President and Chief Financial Officer, joined us in August 2013. The severance payments to which Mr. Skidmore willZappa would be entitled under his employment term sheet with us if we terminateterminated his employment without cause or if he terminatesterminated his employment for “good reason”"good reason" are described below under the heading “Post Employment”."Post Employment." Other details of Mr. Skidmore’sZappa's employment arrangement with us are described in “Compensation"Compensation Discussion and Analysis” above.

Ms. Cunningham, our Executive Vice President, Ag Business and Enterprise Strategy, joined us in April 2013. The severance payments to which Ms. Cunningham will be entitled if we terminate her employment without cause or if she terminates her employment for “good reason” are described below under the heading “Post Employment”. Other details of Ms. Cunningham’s employment arrangement with us are described in “Compensation Discussion and Analysis” above.

Mr. Zappa, our Executive Vice President and General Counsel, joined us in April 2015. The severance payments to which Mr. Zappa will be entitled if we terminate his employment without cause or if he terminates his employment for “good reason” are described below under the heading “Post Employment”. Other details of Mr. Zappa’s employment arrangement with us are described in “Compensation Discussion and Analysis”Analysis" above.


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20172019 Grants of Plan-Based Awards

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Name Grant Date Threshold ($) Target ($) Maximum ($) Grant Date Threshold Target Maximum
 (Dollars)
Jay Debertin 
9-2-16(1)(2)
 $235,900
 $471,800
 $943,600
 
9/6/2018(1)
 $884,063
 $1,768,125
 $3,536,250
 
11-2-16(2)(3)
 235,900
 471,800
 1,887,200
 
11-2-16(4)
 
 120,000
 
 
5-22-17(5)
 862,500
 1,725,000
 3,450,000
 
9/6/2018(2)
 884,063
 1,768,125
 5,893,750
 
5-22-17(6)
 862,500
 1,725,000
 5,750,000
 
4/3/2019(3)
 
 1,768,125
 
Timothy Skidmore 
9-2-16(1)
 172,200
 344,400
 688,800
 
9/6/2018(1)
 349,499
 698,999
 1,397,998
 
11-2-16(3)
 172,200
 344,400
 1,377,600
 
9/6/2018(2)
 349,499
 698,999
 2,795,995
Shirley Cunningham 
9-2-16(1)
 210,000
 420,000
 840,000
 
11-2-16(3)
 210,000
 420,000
 1,680,000
James Zappa 
9-2-16(1)
 149,800
 299,600
 599,200
 
11-2-16(3)
 149,800
 299,600
 1,198,400
 
4/3/2019(3)
 
 425,478
 
Darin Hunhoff 
9-2-16(1)(9)
 83,000
 166,000
 332,000
 
9/6/2018(1)
 304,750
 609,500
 1,219,000
 
11-2-16(3)(9)
 83,000
 166,000
 664,000
 
9/6/2018(2)
 304,750
 609,500
 2,438,000
 
5-22-17(7)
 175,000
 350,000
 700,000
 
4/3/2019(3)
 
 371,000
 
James Zappa 
9/6/2018(1)
 287,500
 575,000
 1,150,000
 
5-22-17(8)
 175,000
 350,000
 1,400,000
 
9/6/2018(2)
 287,500
 575,000
 2,300,000
Carl Casale 
9-2-16(1)
 656,875
 1,313,750
 2,627,500
 
11-2-16(3)
 788,250
 1,576,500
 6,306,000
 
4/3/2019(3)
 
 350,000
 
Richard Dusek 
9/6/2018(1)
 285,847
 571,694
 1,143,388
 
9/6/2018(2)
 285,847
 571,694
 2,286,775
 
4/3/2019(3)
 
 347,988
 


(1)
Represents range of possible awards under our fiscal 2017(1) Represents range of possible awards under our fiscal 2019 Annual Variable Pay Plan.

(2)
These grants were terminated when Mr. Debertin was elected President and CEO on May 22, 2017.

(3)
Represents range of possible awards under our LTIP for the fiscal 2017-2019 performance period. Goals are based on achieving a three-year ROAE of 5.5% threshold, 7.0% target and 9.0% maximum plus a potential award for superior 20% ROAE performance. Values displayed in the maximum column reflect 20% superior ROAE performance award potential. The 9.0% maximum performance award values are not listed in this table. Awards are earned over a three-year period and vest over an additional 28-month period.

(4)
Represents maximum fiscal 2017 annual award opportunity for Mr. Debertin under the Supplemental Plan, which Supplemental Plan and all applicable grants thereunder were terminated when Mr. Debertin was elected President and CEO on May 22, 2017.

(5)
Represents range of possible awards under our fiscal 2017 Annual Variable Pay Plan with respect to grants made to Mr. Debertin on May 22, 2017, at time of his promotion to President and CEO.

(6)
Represents range of possible awards under our LTIP for the fiscal 2017-2019 performance period with respect to grants made to Mr. Debertin on May 22, 2017, at time of his promotion to President and CEO.

(7)
Represents range of possible awards under our fiscal 2017 Annual Variable Pay Plan with respect to grants made to Mr. Hunhoff on May 22, 2017, at time of his promotion to Executive Vice President, Energy and Foods.

(8)
Represents range of possible awards under our LTIP for the fiscal 2017-2019 performance period with respect to grants made to Mr. Hunhoff on May 22, 2017, at time of his promotion to Executive Vice President, Energy and Foods.


67

Table(2) Represents range of Contentspossible awards under our LTIP for the fiscal 2019-2021 performance period. Goals are based on achieving a three-year ROIC of 4.9% threshold, 5.9% target and 6.9% maximum plus a potential award for 7.9% superior ROIC performance. Values displayed in the maximum column reflect 7.9% superior ROIC performance award potential. The 5.7% maximum performance award values are not listed in this table. Awards are earned over a three-year period and vest over an additional 28-month period.

Because Mr. Skidmore's employment will end prior to the end of fiscal 2019-2021 performance period, he will not be eligible to earn any compensation under the 2019-2021 LTIP.

(9)
(3) Represents the maximum potential award opportunity with respect to the Retention Award. Subject to the following sentence, the Retention Award is earned only if a participant continues active employment through January 1, 2021, or meets the limited pro rata criteria provided in the award. For a description of the Award that will be made to Mr. Skidmore under the Letter Agreement please see "Post Employment" below.
These grants were terminated when Mr. Hunhoff was promoted to Executive Vice President, Energy and Foods on May 22, 2017.

The material terms of annual variable pay and long-term incentive awards that are disclosed in this table, including the vesting schedule, are described under “Compensation"Compensation Discussion and Analysis”Analysis" above.


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20172019 Pension Benefits
NamePlan Name 
Number of
Years of
Credited
Service
(#)
 
Present
Value of
Accumulated
Benefits ($)
 
Payments
During Last
Fiscal Year ($)
 Plan Name Number of Years of Credited Service Actuarial Present Value of Accumulated Benefits
   (Years) (Dollars)
Jay Debertin(1)
Pension Plan 33.2500 $926,327
 $
 Pension Plan 35.2500 $1,104,675
SERP 33.2500 2,643,799
 
 SERP 35.2500 3,977,697
Timothy SkidmorePension Plan 4.0000 112,080
 
 Pension Plan 6.0000 182,996
SERP 4.0000 328,898
 
 SERP 6.0000 653,225
Shirley CunninghamPension Plan 4.3333 111,517
 
Darin Hunhoff Pension Plan 27.2500 769,510
SERP 4.3333 454,813
 
 SERP 27.2500 827,260
James ZappaPension Plan 1.3333 55,662
 
 Pension Plan 3.3333 124,074
SERP 1.3333 167,660
 
 SERP 3.3333 454,168
Darin HunhoffPension Plan 25.2500 575,678
 
Richard Dusek Pension Plan 31.0833 898,434
SERP 25.2500 363,467
 
 SERP 31.0833 617,051
Carl CasalePension Plan 6.6667 145,050
 133,868
SERP 6.6667 2,108,513
 

(1) Mr. Debertin is eligible for early retirement in both the Pension Plan and the SERP.
(1)
Mr. Debertin is eligible for early retirement in both the Pension Plan and the SERP.

The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.

For a discussion of the material terms and conditions of the Pension Plan and the SERP, see “Compensation"Compensation Discussion and Analysis”Analysis" above.

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 10,11, Benefit Plans, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:

Discount rate of 3.75%3.03% for the Pension Plan and 3.38%2.53% for the SERP;

RP 2014 Mortality Table with a fully generational projection reflecting scale MP 20162017 from 2006;

Each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65). The early retirement benefit under the cash balance plan formula is equal to the participant’s
account balance; and

Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.

The normal form of benefit for a single Named Executive Officer is a life only annuity, and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. A lump sum option is also available.

All Named Executive Officers’Officers' retirement benefits at normal retirement age will be equal to their accumulated benefits under the Pension Plan and the SERP, as described under “Compensation"Compensation Discussion and Analysis”Analysis" above.


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20172019 Nonqualified Deferred Compensation
Name 
Executive
Contributions in
Last Fiscal Year ($) 1
 
Registrant
Contributions in
Last Fiscal Year ($) 2
 
Aggregate Earnings
in Last Fiscal Year
($) 3
 
Aggregate
Withdrawals/
Distributions ($)
 Aggregate Balance
at Last Fiscal Year End ($) 2,4
 
Executive
Contributions in
Last Fiscal Year (1)
 
Registrant
Contributions in
Last Fiscal Year (2)
 
Aggregate
Earnings in Last Fiscal Year (3)
 
Aggregate
Withdrawals/
Distributions
 Aggregate Balance
at Last Fiscal Year End (2)(4)
 (Dollars)
Jay Debertin $
 $803,850
 $661,205
 $2,777,388
 $14,191,782
 $3,493,832
 $371,407
 $506,870
 $1,876,339
 $13,390,214
Timothy Skidmore 52,350
 584,502
 293,140
 686,378
 3,642,097
 722,060
 127,290
 149,635
 
 4,480,949
Shirley Cunningham 100,000
 694,471
 205,025
 1,416,939
 3,919,746
Darin Hunhoff 
 128,810
 61,884
 
 2,688,783
James Zappa 
 514,898
 72,769
 
 664,164
 543,295
 115,134
 90,090
 
 1,574,256
Darin Hunhoff 
 265,221
 329,013
 216,030
 2,549,270
Carl Casale 
 2,226,958
 456,350
 5,015,394
 8,339,454
Richard Dusek 227,435
 118,989
 41,653
 
 1,206,474
(1) Includes amounts deferred from salary and annual incentive pay reflected in the Summary Compensation Table.

(1)
(2) Contributions are made by us into the Deferred Compensation Plan on behalf of Named Executive Officers. Amounts include LTIP, retirement contributions on amounts exceeding IRS compensation limits, Profit Sharing and 401(k) match. The amounts reported were made in early fiscal 2019 based on fiscal 2018 results. These results are also included in amounts reported in the Summary Compensation Table: Mr. Debertin, $380,345; Mr. Skidmore, $131,322; Mr. Hunhoff, $133,540; Mr. Zappa, $119,735; and Mr. Dusek, $123,790.

(3) The amounts in this column include the change in value of the balance, not including contributions made by the Named Executive Officer. Amounts include the following above market earnings in fiscal 2019 that are also reflected in the Summary Compensation Table: Mr. Debertin, $62,259; Mr. Skidmore, $10,310; Mr. Hunhoff, $3,332; Mr. Zappa, $0; and Mr. Dusek, $4,858.

(4) Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals. These amounts include rollovers, voluntary salary and voluntary incentive plan contributions from predecessor plans with predecessor employers that have increased in value over the course of the executive's career. Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan. Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from five market-based notional investments with a varying level of risk selected by us and a fixed rate fund. The notional investment returns for fiscal 2019 were as follows: Vanguard Prime Money Market, 2.36%; Vanguard Life Strategy Income, 8.61%; Vanguard Life Strategy Conservative Growth, 6.30%; Vanguard Life Strategy Moderate Growth, 3.96%; Vanguard Life Strategy Growth, 1.59%; Fixed Rate, 4.00%.

Includes amounts deferred from salary and annual incentive pay reflected in the Summary Compensation Table.
(2)
Contributions are made by us into the Deferred Compensation Plan on behalf of Named Executive Officers. Amounts include LTIP, retirement contributions on amounts exceeding IRS compensation limits, Profit Sharing, and 401(k) match. The amounts reported were made in early fiscal 2017 based on fiscal 2016 results. These results are also included in amounts reported in the Summary Compensation Table: Mr. Debertin, $14,315; Mr. Skidmore, $7,945; Ms. Cunningham, $11,725; Mr. Zappa, $6,080; Mr. Hunhoff, $4,571; and Mr. Casale, $27,510.
(3)
The amounts in this column include the change in value of the balance, not including contributions made by the Named Executive Officer. Amounts include the following above market earnings in fiscal 2017 that are also reflected in the Summary Compensation Table: Mr. Debertin, $118,199; Mr. Skidmore, $16,145; Ms. Cunningham, $32,452; Mr. Zappa, $0; Mr. Hunhoff, $6,578; and Mr. Casale, $93,434.
(4)
Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals. These amounts include rollovers, voluntary salary and voluntary incentive plan contributions from predecessor plans with predecessor employers that have increased in value over the course of the executive’s career. Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan. Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from five market-based notional investments with a varying level of risk selected by us, and a fixed rate fund. The notional investment returns for fiscal 2017 were as follows: Vanguard Prime Money Market, 0.57%; Vanguard Life Strategy Income, 3.27%; Vanguard Life Strategy Conservative Growth, 6.68%; Vanguard Life Strategy Moderate Growth, 10.01%; Vanguard Life Strategy Growth, 13.48%; and the Fixed Rate was 4.00%.
Named Executive Officers may change their investment election daily. Payments of amounts deferred are made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death. Such payments would be made in a lump sum. In the event of retirement, the Named Executive Officer can elect to receive payments either in a lump sum or annual installments up to 10ten years.

For a discussion of the material terms and conditions of the Deferred Compensation Plan, see “Compensation"Compensation Discussion and Analysis”Analysis" above.

Post Employment

Pursuant to the terms of his Employment Agreement, Mr. Debertin, our President and CEO, is entitled to severance in the event that his employment is terminated by us without cause or by him with “good"good reason." Specifically, severance under the Employment Agreement would consist of:

The annual incentive compensation Mr. Debertin would have been entitled to receive for the year in which his termination occurred as if he had continued until the end of that fiscal year, determined based on our actual performance for that fiscal year relative to the performance goals applicable to Mr. Debertin (with that portion of the annual incentive compensation based on completion or partial completion of

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Table of Contents


previously specified personal goals equal to 30% of the target annual incentive), prorated for the number of days in the fiscal year through Mr. Debertin’s termination date and generally payable in a cash lump sum at the time that incentive awards are payable to other participants;

Two times Debertin’sMr. Debertin's base salary plus two times his target annual incentive compensation, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively; and

Welfare benefit continuation for two years following termination.

Pursuant to the terms of Mr. Casale’s Separation Agreement, Mr. Casale, our former President and Chief Executive Officer, is entitled to the following payments:

Two times his previous annual base salary, for a total amount of $2,102,000, payable in three equal installments with the first installment payable 60 days following the date he ceased to be employed by CHS and the second and third installments payable on the first and second anniversary dates of the date he ceased to be employed by CHS, respectively, provided he remains in compliance with the confidentiality, non-solicitation, non-competition, cooperation and non-disparagement covenants under his Separation Agreement;

Two times his previous target annual incentive compensation, for a total amount of $3,153,000, payable in three equal installments with the first installment payable 60 days following the date he ceased to be employed by CHS and the second and third installments payable on the first and second anniversary dates of the date he ceased to be employed by CHS, respectively, provided he remains in compliance with the confidentiality, non-solicitation, non-competition, cooperation and non-disparagement covenants under his Separation Agreement;

Annual incentive compensation that Mr. Casale would have received if he had worked until the end of fiscal 2017 totaling $342,079 determined based on our actual performance for that fiscal year relative to the performance goals previously applicable to Mr. Casale (with that portion of the annual incentive compensation based on completion or partial completion of previously specified personal goals equal to 30% of the target annual incentive), prorated for the number of days in the fiscal year through the date Mr. Casale ceased to be employed by CHS and generally payable in a cash lump sum at the time that the applicable incentive awards are payable to other plan participants;

Payment of $2,409,079, payable within 75 days after the six-month anniversary date of the date Mr. Casale ceased to be employed by CHS in recognition of the forfeiture by Mr. Casale of earned but unvested amounts (in the aggregate of $3,159,849, of which $2,409,079 would have vested in January 2018 and $750,770 would have vested in January 2019 had employment continued through those times) under the LTIP;

Accrued and unpaid base salary;

Accrued and unpaid vacation pay in the amount68

Table of $124,962 was paid to Mr. Casale as part of the next payroll following the date Mr. Casale ceased to be employed by CHS;
Contents

Legal fee allowance in the amount of $10,000 paid to Mr. Casale to cover the cost of negotiating the Separation Agreement; and

Welfare benefit continuation for two years following the date Mr. Casale ceased to be employed by CHS.

Mr. Skidmore’sSkidmore's employment term sheet with us provides for severance in the event his employment is terminated by us without cause, or by him with “good reason”,"good reason," in the amount of one year of base pay and prorated annual variable pay, payable in a lump sum. In addition, in connection with Mr. Skidmore's retirement from CHS on December 31, 2019, we entered into the Letter Agreement with Mr. Skidmore. The Letter Agreement includes confidentiality, cooperation, non-disparagement and other customary provisions, as well as one-year covenants regarding non-solicitation and non-competition. The Letter Agreement also provides for certain payments to Mr. Skidmore, including the following:


71

TableIf, no earlier than his separation from employment on December 31, 2019, Mr. Skidmore signs a general release of Contents


Ms. Cunningham’s employment term sheet with us provides for severanceclaims in the event her employmentform attached to the Letter Agreement and does not subsequently rescind that general release within 14 days after its execution ("Rescission Deadline"), then we will make a lump sum payment to him in an amount equal to one year of his current base salary, which amount is terminated by us without cause, or by her with “good reason”,$619,982, as well as a pro rata portion of annual variable compensation earned for fiscal 2020, which pro rata portion will be calculated based on Mr. Skidmore's target level opportunity of 115% of his current base salary;
A $340,975 payment representing a November 2017 retention award grant that will fully vest on January 1, 2020;
A pro rata portion of the Retention Award in the amount of $170,191, to be paid within 60 days of Mr. Skidmore's retirement on December 31, 2019;
Payment for 30 days of paid time off; and
$700,000 in recognition of earned but unvested long-term incentive compensation that will be forfeited due to the end of Mr. Skidmore's employment prior to vesting, to offset medical and dental benefits coverage for 12 months and one year of base payfinancial planning expense reimbursement, and prorated annual variable pay, payable as a lump sum.

for agreeing to be subject to the one-year non-competition and non-solicitation covenants following his departure from employment. Payment of this amount will be made within 30 days after December 31, 2020. This payment is subject to Mr. Skidmore's ongoing compliance with obligations that continue under the Letter Agreement including, without limitation, the non-competition and non-solicitation covenants.
    
Mr. Zappa’sZappa's employment term sheet with us provides for severance in the event his employment is terminated by us without cause, or by him with “good reason”,"good reason," in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.

Mr. Hunhoff isand Mr. Dusek are covered by a broad-based employee severance program whichthat provides a lump sum payment of two weeks of pay per year of service with a 12-month cap.

The severance pay that the Named Executive Officers’ severance payOfficers would have been as followsentitled to had they been terminated by us without cause or terminated their employment for “good reason”"good reason," in each case, as of the last business day of fiscal 2017:2019 is as follows:
NameAmount
 (Dollars)
Jay Debertin (1)(2)
$8,098,228
Timothy Skidmore (3)(4)
1,332,961
Darin Hunhoff556,500
James Zappa (3)
1,128,750
Richard Dusek521,981
(1) Includes the value of health and welfare insurance based on current monthly rates.

(2) For purposes of calculating the prorated portion of Mr. Debertin's unpaid annual variable pay award for the fiscal year in which the termination occurred, assumes an annual variable pay award at target performance for the entire fiscal year.

(3) Assumes an annual variable pay award at target performance for the entire fiscal year.

(4) Represents severance payments that would be made pursuant to Mr. Skidmore's employment term sheet with us. Details of the payments to be made pursuant to Mr. Skidmore's Letter Agreement are set forth above.


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Jay Debertin (1)(2)
$7,524,200
Timothy Skidmore (3)
1,008,100
Shirley Cunningham (3)
1,050,600
James Zappa (3)
800,360
Darin Hunhoff500,000
Carl Casale (4)
5,780,539
Table of Contents


(1)
Includes the value of health and welfare insurance based on current monthly rates.

(2)
For purposes of calculating the prorated portion of Mr. Debertin's unpaid annual variable pay award for the fiscal year in which the termination occurred, assumes an annual variable pay award at target performance for the entire fiscal year.

(3)
Assumes an annual variable pay award at target performance for the entire fiscal year.

(4)
Details of these payments are set forth in the above details of Mr. Casale's Separation Agreement.

There are no other severance benefits offered to our Named Executive Officers, except for up to $5,000$10,000 of outplacement assistance, which would be included as imputed income, and government mandated benefits such as COBRA. Except as otherwise set forth above, the method of payment would be a lump sum. Named Executive Officers not covered by the Letter Agreement or employment agreements are not offered any special postretirement health and welfare benefits that are not offered to other similarly situated (i.e., age and service) salaried employees.

Pay Ratio

The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of our CEO, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC.

For fiscal 2019, our last completed fiscal year:

The median of the annual total compensation of all our employees (other than the CEO) was $75,561; and

The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $8,341,520.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 110:1.

To determine the pay ratio, we took the following steps:

We determined that as of June 1, 2019, the determination date, our employee population consisted of approximately 10,039 individuals, 9,502 of which were located in the United States and 537 of which were located outside of the United States. This population consisted of our full-time, part-time, temporary and seasonal employees. From this population, we excluded 282 individuals who were located in the following countries: Argentina (51), Bulgaria (4), Canada (8), China (38), Hungary (8), Jordan (1), Paraguay (14), Republic of Korea (3), Romania (55), Russia (2), Serbia (4), Singapore (17), Spain (9), Switzerland (18), Taiwan (3), Ukraine (38) and Uruguay (9). Excluding these employees, our employee population that was used to calculate the pay ratio consisted of 9,757 individuals.

To identify the median employee, we compared regular, bonus and overtime wages (or their equivalents). We then applied a statistical sampling methodology to produce a sample of employees who were paid within a 5% range of the median regular, bonus and overtime wages (or their equivalents) and selected an employee from within that group as our median employee.

Once we identified our median employee, we calculated that employee's annual total compensation for fiscal 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in annual total compensation of $75,561.

With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table set forth above.

In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances. Our pay ratio should not be compared to other companies’ pay ratios, because it is based on a methodology specific to us and certain material assumptions, adjustments and estimates have been made in the calculation of the ratio.
    
Director Compensation

Overview

Our Board of Directors met 1211 times during the year ended August 31, 2017.2019. Each director (other than the chair of the Board) is a member of two Board Committees. At a minimum, each Board Committee meets during each of the Board’s six regular meetings. Through August 31, 2017,2019, each director was provided annual compensation of $69,000, paid in 12 monthly payments, plus actual expenses and travel allowance, with the Chairmanchair of the Board receiving additional annual compensation of $18,000, the First Vice Chairman,first vice chair and the Secretary-Treasurersecretary-treasurer each receiving additional annual compensation of $3,600 and all Board

70



committee chairs receiving additional annual compensation of $6,000. Each director receives a per diem of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting. The number of days per diem may not exceed 55 days annually, except that the Chairmanchair of the Board is exempt from this limit.

Further, in an effort to align the interests of our Board of Directors and management, directors are eligible to participate in the Deferred Compensation Plan.Plan through a retirement plan account. Other than direct contributions, contributions to the retirement plan account in the Deferred Compensation Plan arehave historically been made based on the Company'sour ROAE performance during specific three-year periods. However, beginning in fiscal 2020, for the 2018-2020 three-year cycle, contributions to aligneach director’s retirement plan account in the Deferred Compensation Plan will be made based on our ROIC performance, with ROIC defined in the same manner as for executive compensation (see "Long Term Incentive Compensation" above). We believe that using the ROAE and ROIC performance metrics for this purpose aligns the interests of our directors with the interests of our management and member-owners. The ROAE and ROIC performance targetstarget levels are the same as described in the LTIP, historically resulting inestablished and approved by our Board of Directors prior to each three-year performance period. Deferred Compensation Plan credits that escalate consistent with increasingare based on ROAE or ROIC performance levels,results as applicable, as detailed on the following pages.


72

TableWe previously restated our consolidated financial statements for the fiscal years ended August 31, 2017 and 2016, and our unaudited financial information for the fiscal years ended August 31, 2015 and 2014. Each of Contentsour current directors, other than Messrs. Beckman, Cordes, Farrell, Jones, and Kehl (none of whom was a director during those years), had previously credited to their retirement plan account under the Deferred Compensation Plan $1,432 in excess of what would have been credited to such account under the restated financial statements and information. Accordingly, each affected director voluntarily declined that excess contribution and voluntarily agreed that we should remove such amount from the director’s retirement plan account under the Deferred Compensation Plan (and such amounts were so removed during fiscal 2019), with the exception of Mr. Kayser, who instead voluntarily provided that same offset by foregoing $1,432 in annual compensation during fiscal 2019.

During fiscal 2019, the Governance Committee of our Board of Directors retained Mercer (US) ("Mercer"), a global compensation consulting firm, to conduct a market study of CHS director compensation. The last comprehensive director market study we conducted was completed in 2013. The fiscal 2019 study conducted by Mercer included an analysis of director compensation levels and practices compared to peer companies and cross-industry data, an assessment of time spent on Board of Directors and Board committee meetings and other director responsibilities, and a summary of recent market trends specific to certain components of board member compensation. In order to better align our director compensation with the market based on the Mercer study, our Board of Directors approved the following changes to director compensation for fiscal 2020:

Increase annual cash retainer to $85,000.

Increase annual Board chair additional compensation to $24,000.

Increase annual first vice chair and secretary-treasurer additional compensation to $6,000.

Increase annual Board Committee chair additional compensation to $9,000.

Provide each other member of the Executive Committee of our Board of Directors with annual additional compensation of $3,000.

Provide a minimum retirement plan account contribution of $25,000 under the Deferred Compensation Plan as described in greater detail below under "Components of Compensation."

Director Retirement and HealthcareHealth Care Benefits

Members of our Board of Directors are eligible for certain retirement and healthcarehealth care benefits. The director retirement plan is a defined benefit plan and provides for a monthly benefit for the director’sdirector's lifetime, beginning at age 60. Benefits are immediately vested and the monthly benefit is determined according to the following formula: $250 times years of service on the Board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment shall be made to the retired director’sdirector's beneficiary in the event of the director’sdirector's death before 120 payments are made. Prior to 2005, directors could elect to receive their benefit as an actuarial equivalent lump sum. In order toTo comply with IRS requirements, directors were required in 2005 to make a one-time irrevocable election whether to receive their accrued benefit in a lump sum or a monthly annuity upon retirement. If the lump sum was elected, the director would commence benefits upon expiration of his or her Board term.


71



Effective August 31, 2011, future accruals under the director retirement plan were frozen. Directors elected after that date are not eligible for benefits under thisthat plan.

Retirement benefits are funded by a rabbi trust, with a balance at August 31, 2017,2019, of $8.7$8.6 million.

Directors serving as of September 1, 2005, and their eligible dependents, are eligible to participate in our medical, life, dental, vision and hearing plans. We will pay 100% of the medical premium for the director and their eligible dependents while active on the Board. Term life insurance cost is paid by the director. Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by us after they leave the Board, until they are eligible for Medicare. In the event a director’sdirector's coverage ends due to death or Medicare eligibility, we will pay 100% of the premium for the eligible spouse and eligible dependents until the spouse reaches Medicare age or upon death, if earlier.

New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental, vision and hearing plans. We will pay 100% of the premium for the director and eligible dependents while active on the Board. In the event a director leaves the Board prior to Medicare eligibility, premiums will be shared based on the following schedule:
Years of ServiceDirector CHS
Up to 3100% 0%
3 to 650% 50%
6+0% 100%

In the event a director’sdirector's coverage ends due to death or Medicare eligibility, premiums for the eligible spouse and eligible dependents will be shared based on the same schedule until the spouse reaches Medicare age or upon death, if earlier.

Deferred Compensation Plan

Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of his or her monthly director fees into the Deferred Compensation Plan. This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly-elected directors, upon election to the Board. The deferral election must occur prior to the beginning of the calendar year in which the compensation will be earned. During fiscal 2017,year 2019, the following directors deferred Board fees pursuant to the Deferred Compensation Plan: Mr. Erickson, Mr. Johnsrud, Mr. Kehl, Mr. Knecht, Mr. Malesich and Mr. Riegel.Meyer.

Benefits are funded in a Rabbi Trust.rabbi trust. The amount of Deferred Compensation Plan Rabbi Trustrabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.


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Each year we will credit an amount to each director’s retirement plan account under the Deferred Compensation Plan. For allThe fiscal year 2019 credit to each director’s retirement plan account is based on ROAE performance goals for fiscal years through2017-2019 of 5.5%, 7%, 9% and 20%, respectively. The actual ROAE performance for the fiscal 2019,years 2017-2019 performance period was 6.8% and is reflected in the Director Compensation Table.

Beginning in fiscal year 2020, for the fiscal years 2018-2020 three-year cycle, the amount that couldwill be credited was based on our cumulative ROAE performance over a three-year periodto each director's retirement plan account under the Deferred Compensation Plan using ROIC measurement, as previously discussed, is as follows:

Amount CreditedCredited*ROAEROIC Performance
$100,000 (Superior Performance)performance)20% Return on Assets6.7% ROIC
$50,000 (Maximum)14% Return on Assets5.7% ROIC
$25,000 (Target)10% Return on Assets4.7% ROIC
$12,500 (Minimum)8% Return on Assets
$0Below 8% Return on Assets3.7% ROIC
*The amount credited for any performance period will be mathematically interpolated when results occur between the superior performance, maximum, target and minimum ROIC performance levels.

The fiscal 2017 credit to each director’s retirement plan account was determined based on the ROAE performance for fiscal years 2015, 2016 and 2017. Based on the determined actual ROAE performance during those years, no Company contribution was made to any director’s retirement plan account.




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Beginning in fiscal 2020,year 2022, for the 2018-2020fiscal years 2020-2022 three-year cycle, wethe amount that will credit an amountbe credited to each director’sdirector's retirement plan account under the Deferred Compensation Plan based on anusing ROIC measurement, as previously discussed, is as follows:     
Amount Credited*ROIC Performance
$100,000 (Superior performance)7.9% ROIC
$50,000 (Maximum)6.9% ROIC
$25,000 (Target, minimum contribution amount)5.9% ROIC
*The amount credited for any performance period will be mathematically interpolated when results occur between the superior performance, maximum and target ROIC performance metric (as described under the heading “Long-Term Incentive Plan” above).levels.

Upon leaving our Board of Directors during the fiscal year, a director’s credit for that partial fiscal year will be the target amount ($25,000) prorated through the end of the month in which the director departs. Directors who join our Board of Directors during the fiscal year will receive credit for that partial fiscal year based on the actual ROAE or ROIC, as applicable, for that fiscal year, prorated from the first of the month following the month in which the director joins our Board of Directors to the end of the fiscal year.

2017 Director Incentive Compensation Recovery Policy
Name
Fees Earned or
Paid in Cash
($) 1
 
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings
($) 2
 
All Other
Compensation ($) 3,4
 
Total
($)
Donald Anthony$84,250
 $2,844
 $13,942
 $101,036
Robert Bass26,000
 2,255
 26,541
 54,796
David Bielenberg81,000
 506
 34,896
 116,402
Clinton Blew91,400
 1,588
 25,039
 118,027
Dennis Carlson (5)
86,500
 10,004
 18,550
 115,054
Curt Eischens90,750
 2,844
 14,340
 107,934
Jon Erickson81,000
 1,579
 18,431
 101,010
Mark Farrell66,750
 
 1,135
 67,885
Steven Fritel89,200
 118
 14,704
 104,022
Alan Holm92,000
 356
 9,816
 102,172
David Johnsrud77,400
 659
 14,630
 92,689
David Kayser91,500
 2,844
 25,198
 119,542
Randy Knecht69,250
 2,330
 15,792
 87,372
Greg Kruger81,500
 2,844
 14,652
 98,996
Edward Malesich54,250
 1,647
 14,204
 70,101
Perry Meyer97,250
 536
 14,116
 111,902
Steve Riegel86,000
 1,109
 14,474
 101,583
Daniel Schurr102,950
 1,459
 21,239
 125,648
In September 2019, our Board of Directors adopted an Incentive Compensation Recovery Policy ("Director Recovery Policy") that applies to our current and former directors ("Covered Director").


The Director Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, our Board of Directors will require reimbursement or forfeiture of any excess covered deferred compensation received by any Covered Director during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement. For purposes of the Director Recovery Policy, covered deferred compensation includes contributions made to a Covered Director's retirement plan account under the Deferred Compensation Plan, or any successor plan, provided that such contributions are made based wholly or in part on the attainment of a financial performance measure. The amount of excess retirement plan account contribution will be equal to the amount by which the Covered Director's retirement account contribution for the relevant period exceeded the amount that would have been contributed based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess contribution will be determined by our Board of Directors, in its sole discretion, and may include forfeiting any deferred compensation contribution made under the Deferred Compensation Plan or taking any other remedial or recovery action permitted by law.








7473



(1)
2019 Director Compensation
Name 
Fees Earned or
Paid in Cash (1)(2)
 Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) 
All Other
Compensation (4)(5)
 Total
  (Dollars)
Donald Anthony $23,500
 $19,827
 $22,624
 $65,951
David Beckman 60,500
 
 30,001
 90,501
Clinton J. Blew 102,100
 9,355
 50,459
 161,914
Dennis Carlson (6)
 95,000
 68,525
 42,175
 205,700
Scott Cordes 93,250
 5,122
 24,035
 122,407
Jon Erickson 96,000
 1,580
 39,807
 137,387
Mark Farrell 88,750
 
 25,427
 114,177
Steve Fritel 93,750
 40,698
 38,691
 173,139
Alan Holm 97,250
 269
 38,691
 136,210
David Johnsrud 101,100
 507
 38,691
 140,298
Tracy Jones 88,250
 
 42,175
 130,425
David Kayser 91,568
 36,587
 49,641
 177,796
Russell Kehl 96,500
 
 45,059
 141,559
Randy Knecht 88,250
 38,503
 38,691
 165,444
Edward Malesich 90,250
 2,696
 38,691
 131,637
Perry Meyer 95,500
 365
 38,291
 134,156
Steve Riegel 87,750
 20,921
 38,691
 147,362
Daniel Schurr 110,000
 50,635
 45,643
 206,278
(1) Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Erickson, $9,000; Mr. Johnsrud, $24,000; Mr. Kehl, $12,545; Mr. Knecht, $20,000; Mr. Malesich $10,000; and Mr. Meyer, $4,000.
(2) Excludes $1,432 of annual compensation that was voluntarily declined by Mr. Kayser in connection with our restated financial statements.
(3) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director’s benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity, see above), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011, as stated above.
Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Erickson, $6,000; Mr. Johnsrud, $22,000; Mr. Knecht, $15,000; Mr. Malesich $25,000; and Mr. Riegel, $2,000.
(2)
This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director’s benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity - see above), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011, as stated above.
Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the IRS on applicable funds. The following directors had above market earnings during fiscal 2017:2019: Mr. Anthony, $2,844;$1,941; Mr. Bass, $2,255; Mr. Bielenberg, $506;Beckman, $0; Mr. Blew, $1,588;$1,118; Mr. Carlson, $2,844;$1,972; Mr. Eischens, $2,844;Cordes, $5,122; Mr. Erickson, $1,579;$1,580; Mr. Farrell, $0; Mr. Fritel, $118;$90; Mr. Holm, $356;$269; Mr. Johnsrud, $659;$507; Mr. Jones, $0; Mr. Kayser, $2,844;$1,977; Mr. Kehl, $0; Mr. Knecht, $2,330; Mr. Kruger, $2,844;$1,788; Mr. Malesich, $1,647;$2,696; Mr. Meyer, $536;$365; Mr. Riegel, $1,109;$764; and Mr. Schurr, $1,459.$1,002.
(3)
(4) All other compensation includes health insurance premiums, conference and registration fees, meals and related spousal expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums, which are due to the number of dependents covered.
All other compensation includes health insurance premiums, conference and registration fees, meals and related spousal expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums, which are due to the number of dependents covered.
Health care premiums paid for directors include:directors: Mr. Anthony, $4,688; Mr. Farrell, $928;$1,392; Mr. Holm, $9,076; Mr. Bielenberg, $11,298;Beckman, $12,000; Mr. Meyer, $13,216;$14,256; Mr. Anthony,Fritel, Mr. Eischens, Mr. Fritel,Holm, Mr. Johnsrud, Mr. Knecht, Mr. Malesich and Mr. Riegel, $13,584; Mr. Kruger, $14,112;$14,656; Mr. Carlson and Mr. Jones, $18,140; Mr. Erickson, $16,808;$15,772; Mr. Bass, $17,424;Kehl, $21,024; Mr. Schurr, $20,028;$21,608; Mr. Blew $26,424; and Mr. BlewCordes, $0.
(5) All other compensation includes fiscal 2019 director retirement plan Deferred Compensation Plan contributions of $23,725 for each director except for newly elected director, Mr. Beckman, $17,794 and for former director Mr. Kayser, $24,488.Anthony, $8,333.
(4)
(6) Made a one-time irrevocable retirement election in 2005 to receive a lump sum benefit under the director retirement plan. All other directors that were first elected on or prior to August 31, 2011, will receive a monthly annuity upon retirement. The director retirement plan benefit was frozen as of August 31, 2011. Accordingly, directors who are first elected after that date are not eligible for benefits under that plan.




74

All other compensation includes fiscal 2017 director retirement plan Deferred Compensation Plan contributions for former directors, Mr. Bass, $8,333 and Mr. Bielenberg $20,833.
(5)
Made a one-time irrevocable retirement election in 2005 to receive a lump sum benefit under the director retirement plan. All other directors that were first elected on or prior to August 31, 2011 will receive a monthly annuity upon retirement. The director retirement plan benefit was frozen as of August 31, 2011. Accordingly, directors who are first elected after that date are not eligible for benefits under that plan.

Compensation Committee Interlocks and Insider Participation

Our Board of Directors does not have a compensation committee. The GovernanceExecutive Committee of our Board of Directors recommends to the entire Board of Directors salary actions relative to our CEO. The entire Board of Directors determines the compensation and the terms of the employment agreement with our CEO. Our CEO decides base compensation levels for the other Named Executive Officers with input from a third-party consultant if necessary, and recommends for our Board of Directors' approval the annual and long-term incentive plansplan performance goals applicable to the other Named Executive Officers.

During fiscal 2017, the members ofPrior to January 2019, the Governance Committee of our Board of Directors (the committee of our Board of Directors that performsperformed the equivalent functions of a compensation committee)committee. Beginning in January 2019, the Executive Committee of our Board of Directors began performing the equivalent functions of a compensation committee with respect to our CEO and the Governance Committee of our Board of Directors continued to perform the equivalent functions of a compensation committee, other than with respect to our CEO. During fiscal 2019, the members of the Executive Committee were Messrs. SteveSchurr (chair), Blew (vice chair), Johnsrud, Erickson and Riegel, and the members of the Governance Committee were Messrs. Malesich (chair), DennisKehl (vice chair), Carlson, Curt Eischens, Steve Fritel, David Johnsrud, Jones and Edward Malesich.Riegel. During fiscal 2017,2019, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on our Executive Committee, Governance Committee or Board of Directors. None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2019 are, or have been, officers or employees of CHS.

See Item 13,Certain Relationships and Related Transactions, and Director Independence, of this Annual Report on Form 10-K for directors, including Messrs. Kehl, Carlson, EischensJohnsrud and Johnsrud,Jones, who were a party to related-person transactions.

75



Compensation Committee Report

The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee) hascommittee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussion, each of the Executive Committee and the Governance Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Executive Committee
Daniel Schurr, Chair
Clinton J. Blew
Jon Erickson
David Junsrud
Steve Riegel Chairman

Governance Committee
Edward Malesich, Chair
Dennis Carlson
Curt Eischens
Steve Fritel
David Johnsrud
Edward MalesichTracy Jones
Russell Kehl
Steve Riegel



7675



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership of our equity securities by each member of our Board of Directors, each of our Named Executive Officers and all members of our Board of Directors and executive officers as a group as of October 20, 2017,18, 2019, is shown below. Except as indicated in the footnotes to the following table, each person has sole voting and investment power with respect to all shares attributable to such person.
 Title of Class Title of Class
 
8% Cumulative Redeemable
Preferred Stock
 Class B Cumulative Redeemable Preferred Stock 
8% Cumulative Redeemable
Preferred Stock
 Class B Cumulative Redeemable Preferred Stock
Name of Beneficial Owner Amount of
Beneficial Ownership
 % of Class (1) Amount of
Beneficial Ownership
 % of Class (2) Amount of
Beneficial Ownership
 % of Class (1) Amount of
Beneficial Ownership
 % of Class (2)
Directors: (Shares)   (Shares)  (Shares)   (Shares) 
Donald Anthony 
 * 
 *
David Beckman 
 * 
 *
Clinton J. Blew 
 * 
 * 
 * 
 *
Dennis Carlson 60
 * 
 * 60
 * 
 *
Curt Eischens 120
 * 107
 *
Scott Cordes (3)
 200
 * 11,400
 *
Jon Erickson 300
 * 414
 * 300
 * 1,508
 *
Mark Farrell 4,800
 * 
 * 6,000
 * 
 *
Steve Fritel 880
 * 
 *
Steven Fritel 
 * 
 *
Alan Holm 
 * 
 * 
 * 
 *
David Johnsrud 
 * 1,650
 * 
 * 1,650
 *
Tracy Jones 
 * 
 *
David Kayser 
 * 630
 * 
 * 630
 *
Russell Kehl 
 * 
 *
Randy Knecht (3)
 916
 * 229
 * 1,027
 * 229
 *
Gregory Kruger 
 * 
 *
Edward Malesich 
 * 
 * 
 * 
 *
Perry Meyer (3)
 120
 * 
 * 120
 * 
 *
Steve Riegel 245
 * 88
 * 245
 * 1,460
 *
Daniel Schurr 
 * 
 * 
 * 
 *
Named Executive Officers:              
Jay Debertin (3)
 1,200
 * 
 * 1,200
 * 
 *
Shirley Cunningham 
 * 
 *
Richard Dusek 
 * 
 *
Darin Hunhoff 596
 * 
 * 596
 * 
 *
Timothy Skidmore (3)
 
 * 5,512
 * 
 * 16,002
 *
James Zappa 
 * 
 * 
 * 
 *
Carl M. Casale (4)
 
 * 7,114
 *
All other executive officers 
 * 
 * 
 * 400
 *
Directors and executive officers as a group 9,237
 * 8,630
 * 9,748
 * 33,279
 *

(1)
*Less than 1%

(1) As of October 18, 2019, there were 12,272,003 shares of 8% Cumulative Redeemable Preferred Stock outstanding.

(2) As of October 18, 2019, there were 78,659,066 shares of Class B Cumulative Redeemable Preferred Stock outstanding with 21,459,066, 16,800,000, 19,700,000 and 20,700,000 attributed to Series 1, Series 2, Series 3 and Series 4, respectively.

(3) Includes shares held by spouse, children and Individual Retirement Accounts.
As of September 15, 2017, there were 12,272,003 shares of 8% Cumulative Redeemable Preferred Stock outstanding.
(2)
As of October 20, 2017, there were 78,659,066 shares of Class B Cumulative Redeemable Preferred Stock outstanding with 21,459,066, 16,800,000, 19,700,000 and 20,700,000 attributed to Series 1, Series 2, Series 3 and Series 4, respectively.
(3)
Includes shares held by spouse, children and Individual Retirement Accounts ("IRA").
(4)
Represents 7,114 shares of Class B Series 3 Preferred Stock held by the One At a Time Foundation, a nonprofit organization at which Mr. Casale serves as Vice President and a Director and at which Mr. Casale's spouse serves as President and a Director. Mr. Casale disclaims beneficial ownership of all such shares.
*Less than 1%.

We have no compensation plans under which our equity securities are authorized for issuance.


77



To our knowledge, there is no person or group who is a beneficial owner of more than 5% of any class or series of our preferred stock.


76



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Because our directors must be active patrons of CHS or of an affiliated association, transactions between us and our directors are customary and expected. Transactions include the sales of commodities to us and the purchases of products and services from us, as well as patronage refunds and equity redemptions received from us. During the year ended August 31, 2017,2019, the value of those transactions between a particular director (and any immediate family member of a director, which includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing the household of such director) and us in which the total amount involved exceeded $120,000 areis shown below.
 Transaction Type
NameTransactions with CHS 
Patronage
Dividends
 Purchases from CHS Patronage Dividends
Donald Anthony$197,761
 $229
 (Dollars)
Dennis Carlson437,907
 1,908
 $407,905
 $198
Curt Eischens263,701
 408
Jon Erickson605,318
 5,787
 678,090
 1,715
Steve Fritel 411,703
 1,176
David Johnsrud2,373,532
 7,926
 2,056,295
 7,779
Tracy Jones 1,937,656
 4,528
David Kayser890,287
 8,222
 521,090
 3,999
Russell Kehl 3,727,877
 12,951

Additionally, Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into a 2019 crop inputs loan with CHS Capital for the purchase of crop inputs, seeds, supplies and fuel in April 2019 ("Kehl Loan"). The Kehl Loan bears interest at the rate of 7.25% per annum, which is payable upon maturity in January 2020. The largest aggregate amount of principal outstanding under the Kehl Loan during the year ended August 31, 2019, and the balance on August 31, 2019, was $1,591,049. During the year ended August 31, 2019, no principal or interest was paid on the Kehl Loan. Also, in December 2018 our director David Kayser entered into a 2019 crop inputs loan with CHS Capital for the purchase of crop inputs ("Kayser Loan") with a maturity date in December 2019. No interest accrues or is payable under the Kayser Loan. The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2019, was $135,700 and the balance on August 31, 2019, was $23,649. During the year ended August 31, 2019, principal paid on the Kayser Loan was $112,051. The terms of these financing arrangements were provided pursuant to financing programs widely available to our qualified customers

Review, Approval or Ratification of Related Party Transactions

Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms as described above.

Related persons can include any of our directors or executive officers and any of their immediate family members, as defined by the Securities and Exchange Commission.SEC. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of the Audit Committee of the Board of Directors.Committee. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of CHS. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with CHS in which the officer or director or their family members have an interest. We also review our business records to identify potentially qualifying transactions between a related personparty and us. In addition, we have a written policy in regard toaddressing related persons included(included in our Corporate Compliance Code of Ethics,Conduct) that describes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.department of any such transactions.

Director Independence

We are a Minnesota cooperative corporation managed by a Board of Directors made up of 17 members (presently, one seat remains open).members. Nomination and election of the directors is done by eight separate regions. In addition to meeting other requirements for directorship, candidates must reside in the region from which they are elected. Directors are elected for three-year terms. The terms of directors are staggered and no more than seven director positions are elected at an annual meeting of members. Nominations for director elections are made by the voting members at theeach region caucuses atcaucus held during our annual meeting of members.

77

Table of Contents


Neither the Board of Directors nor management of CHS participates in the nomination process. Accordingly, we have no nominating committee.


78

Table of Contents


The following directors satisfy the definition of director independence set forth in the rules of the Nasdaq Stock Market LLC ("NASDAQ"Nasdaq"):
Donald AnthonyIndependent Directors
David BeckmanMark FarrellRandy Knecht
Clinton J. BlewSteve FritelEdward Malesich
Clinton J. BlewDennis CarlsonAlan HolmPerry Meyer
Dennis CarlsonScott CordesDavid KayserSteve Riegel
JonJohn EricksonRandy KnechtRussell KehlDaniel Schurr
Mark FarrellGreg Kruger

Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to the NASDAQNasdaq rules from the NASDAQNasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee. The NASDAQNasdaq exemption applies to cooperatives that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock. All of the members of our Audit Committee are independent. All of the members of our Governance Committee and Executive Committee (the committeecommittees of our Board of Directors that performsperform the equivalent functions of a compensation committee) are independent other than Curt EischensMr. Johnsrud and David Johnsrud.Mr. Jones.

Independence of CEO and Board ChairmanChair Positions

Our bylaws prohibit any employee of CHS from serving on the Board of Directors. Accordingly, our CEO may not serve as Chairmanchair of the Board or in any CHS Board capacity. We believe that this leadership structure creates independence between the Board and management and is an important checkfeature of appropriate checks and balancebalances in the governance of CHS.

Board of Directors Role in Risk Oversight

It is senior management’smanagement's responsibility to identify, assess and manage our exposures to risk. Our Board of Directors plays an important and significant role in overseeing the overall risk management approach, including the review and, where appropriate, approval of guidelines and policies that govern our risk management process. Our management and Board of Directors have jointly identified multiple broad categories of risk exposure, each of which could impact operations and affect results at an enterprise level. Each such significant enterprise level risk is reviewed periodically by management with the Board of Directors and/or a committee of the Board as appropriate. The review includes an analysis by management of the continued applicability of the risk, our performance in managing or mitigating the risk, and possible additional or emerging risks to consider. As additional areas of risk are identified, our Board of Directors and/or a committee of the Board provides review and oversight of management's actions to identify, assess, and manage that risk. We continue to develop a formal Enterprise Risk Managemententerprise risk management program intended to support integration of the risk assessment and management discipline and controls into major decision making and business processes. The Corporate Risk Committee is involved in developingreviewing and approving the Enterprise Risk Managemententerprise risk management framework and is responsible for evaluatingoverseeing its effectiveness on an ongoing basis. When appropriate, the Corporate Risk Committee meets jointly with the Audit Committee to discuss common financial or other risks across CHS that may have potential material impact to our financial statements.















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Table of Contents


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered during the years ended August 31, 2017,2019 and 2016:2018:
 2017 2016
 (Dollars in thousands)
Audit Fees (1)
$4,408
 $4,416
Audit-related Fees (2)
546
 746
Tax Fees (3)
84
 166
All Other Fees (4)
1
 19
Total$5,039
 $5,347
 2019 2018
 (Dollars in thousands)
Audit fees (1)
$6,368
 $6,985
Audit-related fees (2)
13
 294
Tax fees (3)
115
 53
All other fees (4)
76
 218
Total$6,572
 $7,550

(1)
(1) Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements, certain statutory audits and work related to filings of registration statements.
Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements, certain statutory audits and work related to filings of registration statements.

79

Table of Contents(2) Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.

(3) Includes fees related to tax compliance, tax advice and tax planning.

(2)
(4) Includes fees related to other professional services performed.
Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.
(3)
Includes fees related to tax compliance, tax advice and tax planning.
(4)
Includes fees related to other professional services performed for international entities.

In accordance with the CHS Inc. Audit Committee Charter, as amended, our Audit Committee adopted the following policies and procedures for the approval of the engagement of an independent registered public accounting firm for audit, review or attest services and for pre-approval of certain permissible non-audit services, all to ensure auditor independence.

Our independent registered public accounting firm will provide audit, review and attest services only at the direction of, and pursuant to engagement fees and terms approved by our Audit Committee. Our Audit Committee approves, in advance, all non-audit services to be performed by the independent auditors and the fees and compensation to be paid to the independent auditors. Our Audit Committee approved 100% of the services listed above in advance.

8079



PART IV.IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual Report on Form 10-K.
 Page No.

(a)(2) FINANCIAL STATEMENT SCHEDULES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  
Balance at
Beginning
of Year
 
Additions:
Charged to Costs
and Expenses *
 
Deductions:
Write-offs, net
of Recoveries
 
Balance at
End
of Year
  (Dollars in thousands)
Allowances for Doubtful Accounts  
  
  
  
2017 $163,644
 $191,581
 $(129,499) $225,726
2016 106,445
 65,725
 (8,526) 163,644
2015 103,639
 8,132
 (5,326) 106,445
         
Valuation Allowance for Deferred Tax Assets        
2017 $194,277
 $112,899
 $(22,460) $284,716
2016 98,023
 120,300
 (24,046) 194,277
2015 111,509
 21,884
 (35,370) 98,023
         
Reserve for Supplier Advance Payments 

     

2017 $
 $130,705
 $
 $130,705

  
Balance at
Beginning
of Year
 
Additions:
Charged to Costs
and Expenses*
 
Deductions:
Write-offs, Net
of Recoveries
 
Balance at
End
of Year
  (Dollars in thousands)
Allowances for doubtful accounts  
  
  
  
2019 $221,813
 $57,380
 $(102,388) $176,805
2018 225,726
 2,748
 (6,661) 221,813
2017 163,644
 191,581
 (129,499) 225,726
         
Valuation allowance for deferred tax assets        
2019 $230,374
 $41,260
 $(25,290) $246,344
2018 289,083
 61,854
 (120,563) 230,374
2017 213,583
 115,893
 (40,393) 289,083
         
Reserve for supplier advance payments 

     

2019 $110,613
 $
 $(44,728) $65,885
2018 130,705
 
 (20,092) 110,613
*netNet of reserve adjustments





8180



(a)(3) EXHIBITS

EXHIBIT INDEX
2.1
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
10.14.15
10.1A
10.1B

82



10.210.1

10.310.2
10.3A10.2A

81



10.3B
10.2B
10.410.3
10.4A10.3A
10.4B
10.5
10.5A
10.5B
10.5C
10.5D
10.5E
10.5F10.4
10.5G10.4A
10.610.4B
10.5
10.7A10.5A
10.7B10.5B
10.810.6
10.910.7
10.8
10.9A10.8A
10.1010.9
10.10A10.9A
10.10B10.9B
10.1110.10
10.11A10.10A
10.11B10.10B
10.11C10.10C
10.11D10.10D

83



10.11E10.10E
10.11F10.10F
10.1210.11
10.1310.12
10.13A10.12A

82



10.13B
10.12B
10.1410.13
10.1510.14
10.16
10.1710.15
10.1810.16
10.1910.17
10.19A10.17A
10.17B
10.2010.18
10.2110.19
10.21A10.19A
10.21B10.19B
10.21C10.19C
10.19D
10.19E
10.2210.20
10.22A10.20A
10.22B10.20B
10.22C10.20C
10.22D10.20D

84



10.2310.21

83



10.24
10.22
10.2510.23
10.2610.24
10.26A10.24A
10.2710.25
10.27A10.25A
10.27B10.25B
10.27C10.25C
10.27D10.25D
10.27E10.25E
10.2810.26
10.2910.27
10.29A10.27A
10.3010.28
10.3110.29
10.3210.30
10.32A10.30A
10.3310.30B
10.31

84



10.34
10.32

85



10.34A10.32A

10.34B10.32B
10.32C
10.32D
10.3510.33
10.35A10.33A
10.36
10.3710.33B
10.34
10.35
10.36
10.37
10.38
10.39

85



10.40
21.1
23.1
24.1
31.1
31.2
32.1
32.2
101The following financial information from CHS Inc.’s Annual Report on Form 10-K for the year ended August 31, 2017,2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows,Changes in Equity, (v) the Consolidated Statements of Changes in EquityCash Flows and (vi) the Notes to the Consolidated Financial Statements. (*)

(*) Filed herewith.
(**)Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. CHS hereby undertakes to furnish supplemental copies of any of the omitted schedules to the U.S. Securities and Exchange Commission upon request.
(***)Portions of Exhibits 2.1 and 10.30 have been omitted pursuant to a confidential treatment order under the Securities Exchange Act of 1934.

(**) Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CHS hereby undertakes to furnish supplemental copies of any of the omitted schedules to the U.S. Securities and Exchange Commission upon request.

(***) Portions of Exhibits 2.1 and 10.28 have been omitted pursuant to a confidential treatment order under the Exchange Act.

(+) Indicates management contract or compensatory plan or agreement.

(b) EXHIBITS

The exhibits shown in Item 15(a)(3) of this Annual Report on Form 10-K are being filed herewith.

(c) SCHEDULES

None.

86





ITEM 16.         FORM 10-K SUMMARY

None.


8786



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 9, 2017.6, 2019.

CHS INC.
 By: /s/ Jay D. Debertin
  Jay D. Debertin
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 9, 2017:6, 2019:
Signature Title
   
/s/ Jay D. Debertin 
President and Chief Executive Officer
(principal executive officer)
Jay D. Debertin 
   
/s/ Timothy Skidmore Executive Vice President and Chief Financial Officer (principal financial officer)
Timothy Skidmore 
   
/s/ Jean BriandDaniel Lehmann 
Senior Vice President Finance, &Corporate Controller
and Chief Accounting Officer
(principal accounting officer)
Jean BriandDaniel Lehmann 
   
* ChairmanChair of the Board of Directors
Daniel Schurr 
   
* Director
Donald AnthonyDavid Beckman 
   
* Director
Clinton J. Blew 
   
* Director
Dennis Carlson 
   
* Director
Curt EischensScott Cordes 
   
* Director
Jon Erickson 
   
* Director
Mark Farrell 
   
* Director
Steve Fritel 
   
*Director
Alan Holm

8887



* Director
Alan HolmDavid Johnsrud 
   
* Director
David JohnsrudTracy Jones 
   
* Director
David Kayser 
   
* Director
Randy KnechtRussell Kehl 
   
* Director
Greg KrugerRandy Knecht 
   
* Director
Edward Malesich 
   
* Director
Perry Meyer 
   
* Director
Steve Riegel 
   
*By/s/ Jay D. Debertin 
 
Jay D. Debertin
Attorney-in-fact
 


8988



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors, Members and Patrons of CHS Inc.:

In our opinion,Opinion on the Financial Statements

We have audited the accompanying consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial positionbalance sheets of CHS Inc. and its subsidiaries (the "Company") as of August 31, 2017,2019 and 2016,2018, and the resultsrelated consolidated statements of their operations, comprehensive income, changes in equities and their cash flows for each of the three years in the period ended August 31, 2017,2019, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended August 31, 2019, appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2019, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related

Basis for Opinion

These consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on thesethe Company's consolidated financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Anmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit includesof its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 9, 20176, 2019

We have served as the Company's auditor since 1998.

F-1



Consolidated Financial StatementsCHS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

August 31August 31,
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
ASSETS      
Current assets: 
 

 
 

Cash and cash equivalents$181,379
 $279,313
$211,179
 $450,617
Receivables1,869,632
 2,880,763
2,731,209
 2,460,401
Inventories2,576,585
 2,370,699
2,854,288
 2,768,649
Derivative assets232,017
 543,821
253,341
 329,757
Margin deposits206,062
 310,276
Margin and related deposits155,306
 151,150
Supplier advance payments249,234
 347,600
197,290
 288,423
Other current assets299,618
 202,708
259,982
 244,208
Total current assets5,614,527
 6,935,180
6,662,595
 6,693,205
Investments3,750,993
 3,795,976
3,683,996
 3,711,925
Property, plant and equipment5,356,434
 5,488,323
5,088,708
 5,141,719
Other assets1,251,802
 1,092,656
1,012,195
 834,329
Total assets$15,973,756
 $17,312,135
$16,447,494
 $16,381,178
LIABILITIES AND EQUITIES      
Current liabilities: 
  
 
  
Notes payable$1,988,215
 $2,731,479
$2,156,108
 $2,272,196
Current portion of long-term debt156,345
 214,329
39,210
 167,565
Customer margin deposits and credit balances157,914
 208,991
143,049
 137,395
Customer advance payments413,163
 412,823
336,645
 409,088
Accounts payable1,951,292
 1,819,049
1,931,415
 1,844,489
Derivative liabilities316,018
 513,599
241,957
 438,465
Accrued expenses437,527
 422,494
555,323
 511,032
Dividends and equities payable12,121
 198,031
180,000
 153,941
Total current liabilities5,432,595
 6,520,795
5,583,707
 5,934,171
Long-term debt2,023,448
 2,082,876
1,749,901
 1,762,690
Deferred tax liabilities333,221
 487,762
Long-term deferred tax liabilities143,061
 182,770
Other liabilities278,667
 354,452
353,295
 336,519
Commitments and contingencies (Note 14)

 

Commitments and contingencies (Note 15)

 

Equities: 
  
 
  
Preferred stock2,264,038
 2,244,132
2,264,038
 2,264,038
Equity certificates4,341,649
 4,237,174
4,988,877
 4,609,456
Accumulated other comprehensive loss(183,670) (211,726)(226,933) (199,915)
Capital reserves1,471,217
 1,582,380
1,584,158
 1,482,003
Total CHS Inc. equities7,893,234
 7,851,960
8,610,140
 8,155,582
Noncontrolling interests12,591
 14,290
7,390
 9,446
Total equities7,905,825
 7,866,250
8,617,530
 8,165,028
Total liabilities and equities$15,973,756
 $17,312,135
$16,447,494
 $16,381,178

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-2

Table of Contents


Consolidated Financial StatementsCHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended August 31For the Years Ended August 31,
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Revenues$31,934,751
 $30,347,203
 $34,582,442
$31,900,453
 $32,683,347
 $32,037,426
Cost of goods sold30,985,510
 29,387,910
 33,091,676
30,516,120
 31,591,227
 31,143,549
Gross profit949,241
 959,293
 1,490,766
1,384,333
 1,092,120
 893,877
Marketing, general and administrative604,359
 601,261
 642,309
Reserve and impairment charges456,679
 47,836
 133,045
Marketing, general and administrative expenses737,636
 677,465
 611,076
Reserve and impairment charges (recoveries), net(12,905) (37,709) 456,679
Operating earnings (loss)(111,797) 310,196
 715,412
659,602
 452,364
 (173,878)
(Gain) loss on investments4,569
 (9,252) (5,239)
(Gain) loss on disposal of business(3,886) (131,816) 2,190
Interest expense171,239
 113,704
 70,659
167,065
 149,202
 171,239
Other (income) loss(95,415) (38,357) (10,326)(82,423) (82,737) (99,803)
Equity (income) loss from investments(137,338) (175,777) (107,850)(236,755) (153,515) (137,338)
Income (loss) before income taxes(54,852) 419,878
 768,168
815,601
 671,230
 (110,166)
Income tax expense (benefit)(182,075) (4,091) (12,165)(12,456) (104,076) (181,124)
Net income (loss)127,223
 423,969
 780,333
828,057
 775,306
 70,958
Net income (loss) attributable to noncontrolling interests(634) (223) (712)(1,823) (601) (634)
Net income (loss) attributable to CHS Inc. $127,857
 $424,192
 $781,045
$829,880
 $775,907
 $71,592

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-3

Table of Contents


Consolidated Financial StatementsCHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended August 31For the Years Ended August 31,
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Net income (loss)$127,223
 $423,969
 $780,333
$828,057
 $775,306
 $70,958
Other comprehensive income (loss), net of tax:          
Postretirement benefit plan activity, net of tax expense (benefit) of $18,688, $3,903 and $(12,726) in 2017, 2016, and 2015, respectively30,100
 6,583
 (19,877)
Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $2,732, $947 and $(154) in 2017, 2016, and 2015, respectively4,385
 1,500
 (242)
Cash flow hedges, net of tax expense (benefit) of $1,392, $(2,410) and $(1,607) in 2017, 2016, and 2015, respectively2,242
 (3,872) (2,602)
Foreign currency translation adjustment, net of tax expense (benefit) of $214, $1,163 and $4,057 in 2017, 2016, and 2015, respectively(8,671) (1,730) (34,729)
Pension and other postretirement benefits(32,559) 20,066
 32,702
Unrealized net gain (loss) on available for sale investments
 (3,148) 4,385
Cash flow hedges20,196
 2,540
 2,242
Foreign currency translation adjustment(9,949) (12,021) (8,159)
Other comprehensive income (loss), net of tax28,056
 2,481
 (57,450)(22,312) 7,437
 31,170
Comprehensive income155,279
 426,450
 722,883
805,745
 782,743
 102,128
Less comprehensive income attributable to noncontrolling interests(634) (223) (712)
Comprehensive income (loss) attributable to noncontrolling interests(1,823) (601) (634)
Comprehensive income attributable to CHS Inc. $155,913
 $426,673
 $723,595
$807,568
 $783,344
 $102,762

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries


F-4

Table of Contents


Consolidated Financial StatementsCHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITIES

For the Years Ended August 31, 2017, 2016, and 2015For the Years Ended August 31, 2019, 2018 and 2017
Equity Certificates   Accumulated
Other
Comprehensive
Loss
      Equity Certificates   Accumulated
Other
Comprehensive
Loss
      

Capital
Equity
Certificates
 Nonpatronage
Equity
Certificates
 Nonqualified Equity Certificates Preferred
Stock
 Capital
Reserves
 Noncontrolling
Interests
 Total
Equities
Capital
Equity
Certificates
 Nonpatronage
Equity
Certificates
 Nonqualified Equity Certificates Preferred
Stock
 Capital
Reserves
 Noncontrolling
Interests
 Total
Equities
(Dollars in thousands)(Dollars in thousands)
Balances, August 31, 2014$3,508,473

$23,256

$284,699

$1,190,177

$(156,757)
$1,598,660

$18,336

$6,466,844
Balances, August 31, 2016$3,918,711
 $22,894
 $281,767
 $2,244,132
 $(211,530) $1,488,999
 $14,186
 $7,759,159
Reversal of prior year patronage and redemption estimates(267,088)



(148,579)






810,641




394,974
(95,019)







 257,458



162,439
Distribution of 2014 patronage refunds402,560




147,710







(821,496)



(271,226)
Redemptions of equities(127,707)
(199)
(1,021)






20




(128,907)
Equities issued12,365







977,363










989,728
Preferred stock dividends














(145,723)



(145,723)
Other, net(2,723)



119







6,967

(6,098)
(1,735)
Net income (loss)














781,045

(712)
780,333
Other comprehensive income (loss), net of tax











(57,450)






(57,450)
Estimated 2015 patronage refunds375,267













(625,444)



(250,177)
Estimated 2015 equity redemptions(107,250)


















(107,250)
Balances, August 31, 20153,793,897

23,057

282,928

2,167,540

(214,207)
1,604,670

11,526

7,669,411
Reversal of prior year patronage and redemption estimates(268,017)












625,444




357,427
Distribution of 2015 patronage refunds375,506













(627,246)



(251,740)
Distribution of 2016 patronage refunds153,589








 (257,468)


(103,879)
Redemptions of equities(22,948)
(143)
(820)












(23,911)(35,041)
(389)
(1,960)



 



(37,390)
Equities issued23,258



















23,258
3,194








 



3,194
Capital equity certificates exchanged for preferred stock(76,756) 

 

 76,756
 

 

 

 
(19,985) 
 
 19,960
 
 25
 
 
Preferred stock dividends














(164,207)



(164,207)








 (167,643)


(167,643)
Other, net(1,248)
(20)
(341)
(164)



(1,505)
2,987

(291)(9,023)
7,331

(753)
(54)

 1,178

(1,047)
(2,368)
Net income (loss)

 











424,192

(223)
423,969









 71,592

(634)
70,958
Other comprehensive income (loss), net of tax











2,481







2,481








31,170
 



31,170
Estimated 2016 patronage refunds167,381













(278,968)



(111,587)
Estimated 2016 equity redemptions(58,560)


















(58,560)
Balances, August 31, 20163,932,513

22,894

281,767

2,244,132

(211,726)
1,582,380

14,290

7,866,250
Estimated 2017 patronage refunds



126,333




 (126,333)



Estimated 2017 equity redemptions(10,000)







 



(10,000)
Balances, August 31, 20173,906,426

29,836

405,387

2,264,038

(180,360) 1,267,808

12,505

7,705,640
Reversal of prior year patronage and redemption estimates(108,821)












278,968




170,147
6,058



(126,333)



 126,333



6,058
Distribution of 2016 patronage refunds153,589













(257,468)



(103,879)
Distribution of 2017 patronage refunds



128,831




 (128,831)



Redemptions of equities(35,041)
(389)
(1,960)












(37,390)(6,064)
(185)
(476)



 



(6,725)
Equities issued3,194



















3,194
Capital equity certificates redeemed with preferred stock(19,985) 

 

 19,960
 

 25
 

 
Preferred stock dividends














(139,759)



(139,759)








 (168,668)


(168,668)
Other, net(9,023) 7,331
 (753) (54) 

 5,547
 (1,065) 1,983
(3,840) (153) (361) 
 
 2,792
 (2,458) (4,020)
Net income (loss)














127,857

(634)
127,223

 
 
 
 
 775,907
 (601) 775,306
Other comprehensive income (loss), net of tax











28,056







28,056








7,437
 



7,437
Estimated 2017 patronage refunds





126,333







(126,333)




Estimated 2017 equity redemptions(10,000)


















(10,000)
Balances, August 31, 2017$3,906,426

$29,836

$405,387

$2,264,038

$(183,670)
$1,471,217

$12,591

$7,905,825
Reclassification of tax effects to capital reserves
 
 
 
 (26,992) 26,992
 
 
Estimated 2018 patronage refunds



345,330




 (420,330)


(75,000)
Estimated 2018 equity redemptions(65,000)


(10,000)



 



(75,000)
Balances, August 31, 20183,837,580

29,498

742,378

2,264,038

(199,915) 1,482,003

9,446

8,165,028
Reversal of prior year patronage and redemption estimates78,941



(345,330)



 420,330



153,941
Distribution of 2018 patronage refunds



352,980




 (428,756)


(75,776)
Redemptions of equities(70,859)
(409)
(14,272)



 



(85,540)
Preferred stock dividends








 (168,668)


(168,668)
Other, net(2,169) (15) (1,844) 
 
 7,061
 (233) 2,800
Net income (loss)








 829,880

(1,823)
828,057
Other comprehensive income (loss), net of tax







(22,312) 



(22,312)
Reclassification of tax effects to capital reserves
 
 
 
 (4,706) 4,706
 
 
Estimated 2019 patronage refunds



472,398




 (562,398)


(90,000)
Estimated 2019 equity redemptions(90,000)







 



(90,000)
Balances, August 31, 2019$3,753,493

$29,074

$1,206,310

$2,264,038

$(226,933) $1,584,158

$7,390

$8,617,530

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

F-5

Table of Contents


Consolidated Financial StatementsCHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended August 31For the Years Ended August 31,
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Cash flows from operating activities: 
  
  
 
  
  
Net income (loss)$127,223
 $423,969
 $780,333
$828,057
 $775,306
 $70,958
Adjustments to reconcile net income to net cash provided by (used in) operating activities: 
  
  
 
  
  
Depreciation and amortization480,223
 447,492
 355,422
473,211
 478,050
 480,223
Amortization of deferred major repair costs67,058
 73,483
 45,953
(Income) loss from equity investments(137,338) (175,777) (107,850)
Amortization of deferred major maintenance costs68,296
 61,686
 67,058
Equity (income) loss from investments(236,755) (153,515) (137,338)
Distributions from equity investments213,352
 178,464
 80,917
249,315
 190,297
 213,352
Provision for doubtful accounts57,745
 2,085
 177,969
(Gain/recovery) loss on disposal of business(3,886) (131,816) 2,190
Unrealized (gain) loss on crack spread contingent liability(15,051) (60,931) (36,310)
 
 (15,051)
Provision for doubtful accounts177,969
 57,200
 2,806
Long-lived asset impairments145,042
 27,247
 103,723
Long-lived asset impairment, net of recoveries40,340
 (10,352) 145,042
Reserve against supplier advance payments130,705
 
 

 
 130,705
Deferred taxes(175,914) (24,178) 30,304
(13,852) (146,961) (194,467)
Other, net24,044
 (15,444) (21,943)(34,246) 6,653
 20,173
Changes in operating assets and liabilities, excluding the effects of acquisitions: 
  
  
Changes in operating assets and liabilities, net of acquisitions: 
  
  
Receivables121,630
 46,405
 314,313
(218,192) 210,775
 146,788
Inventories(293,549) 338,662
 71,073
284,694
 (169,581) (333,479)
Derivative assets126,824
 (20,257) 100,715
105,708
 (102,368) 114,023
Margin deposits104,214
 (37,115) (8,534)
Margin and related deposits(4,188) 54,912
 97,804
Supplier advance payments(34,583) 44,047
 3,127
42,659
 (39,189) (33,952)
Other current assets and other long-term assets(66,119) 120,993
 (87,426)
Other current assets and other assets(25,442) (11,021) (15,147)
Customer margin deposits and credit balances(50,920) 20,841
 (106,788)945
 (20,518) (50,920)
Customer advance payments(528) 5,664
 (223,463)(211,761) (14,682) (1,329)
Accounts payable and accrued expenses197,445
 (129,259) (558,120)(38,229) (78,388) 227,967
Derivative liabilities(183,287) 36,283
 (134,033)(203,383) 132,495
 (132,423)
Other liabilities(25,446) (94,291) (34,209)(21,105) 40,629
 (25,446)
Net cash provided by (used in) operating activities932,994
 1,263,498
 570,010
1,139,931
 1,074,497
 954,700
Cash flows from investing activities: 
  
  
 
  
  
Acquisition of property, plant and equipment(444,397) (692,780) (1,186,790)(443,216) (355,412) (444,397)
Expenditures for major repairs(2,340) (19,610) (201,688)
Investments in joint ventures and other(16,645) (2,855,218) (64,259)
Proceeds from disposition of property, plant and equipment53,974
 91,153
 19,541
Proceeds from sale of business5,044
 234,914
 
Expenditures for major maintenance(232,094) (80,514) (2,340)
Investments redeemed(5,086) (21,679) (16,645)
Changes in CHS Capital notes receivable, net322
 (209,902) (188,183)(10,903) 25,335
 322
Financing extended to customers(67,225) (82,302) (39,995)(12,210) (74,402) (67,225)
Payments from customer financing88,154
 35,188
 42,776
90,193
 52,453
 88,154
Business acquisitions, net of cash acquired(3,674) (11,890) (305,213)(119,421) 
 
Other investing activities, net40,764
 89,543
 34,684
12,436
 48,628
 17,549
Net cash provided by (used in) investing activities(405,041) (3,746,971) (1,908,668)(661,283) (79,524) (405,041)
Cash flows from financing activities: 
  
  
 
  
  
Proceeds from lines of credit and long-term borrowings37,295,236
 31,586,968
 8,954,420
Payments on lines of credit, long term-debt and capital lease obligations(37,580,959) (29,232,842) (9,141,240)
Mandatorily redeemable noncontrolling interest payments
 (153,022) (65,981)
Preferred stock issued
 
 1,010,000
Proceeds from notes payable and long-term borrowings29,071,363
 36,040,240
 37,295,236
Payments on notes payable, long-term debt and capital lease obligations(29,450,339) (36,525,136) (37,584,011)
Preferred stock dividends paid(167,642) (163,324) (133,710)(168,668) (168,668) (167,642)
Redemptions of equities(35,268) (23,911) (128,907)(85,540) (8,847) (35,268)
Cash patronage dividends paid(103,879) (251,740) (271,226)(75,776) 
 (103,879)
Other financing activities, net(28,681) 52,067
 (69,528)(16,686) (69,759) (22,694)
Net cash provided by (used in) financing activities(621,193) 1,814,196
 153,828
(725,646) (732,170) (618,258)
Effect of exchange rate changes on cash and cash equivalents(4,694) (5,223) 5,436
2,733
 8,864
 (4,713)
Net increase (decrease) in cash and cash equivalents(97,934) (674,500) (1,179,394)
Cash and cash equivalents at beginning of period279,313
 953,813
 2,133,207
Cash and cash equivalents at end of period$181,379
 $279,313
 $953,813
Net increase (decrease) in cash and cash equivalents and restricted cash(244,265) 271,667
 (73,312)
Cash and cash equivalents and restricted cash at beginning of period543,940
 272,273
 345,584
Cash and cash equivalents and restricted cash at end of period$299,675
 $543,940
 $272,273

The accompanying notes are an integral part of the consolidated financial statements.
CHS Inc. and Subsidiaries

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1        Organization, Basis of Presentation and Significant Accounting Policies

Organization

CHS Inc. ("CHS", "we",(referred to herein as "CHS," "we," "us", or "our") is the nation’s leading integrated agricultural cooperative. As a cooperative, CHS is owned by farmers and ranchers and their member cooperatives ("members") across the United States. We also have preferred stockholdersshareholders that own shares of our various series of preferred stock, which are each listed and traded on the Global Select Market of the NASDAQNasdaq Stock Market LLC ("NASDAQ"Nasdaq"). See Note 9,10, 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 non-member customers), both domestic and international. 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, grain and oilseed processing and food products, and ethanol production and marketing. 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 wholly-owned and majority-ownedour subsidiaries and limited liability companies.companies in which we have a controlling interest. The effects of all significant intercompany transactions have been eliminated.

The Consolidated Statements of Operations include a separate line called “Reserve and impairment charges” for the twelve months ended August 31, 2017, 2016, and 2015, due to the materiality of certain charges incurred during the twelve months ended August 31, 2017. The charges relate to reserves recorded as a result of a trading partner of ours in Brazil entering into bankruptcy-like proceedings under Brazilian law, intangible and fixed asset impairment charges associated with our Ag segment, a fixed asset impairment charge related to an asset in our Energy segment and all bad debt and loan loss reserve charges. Prior year information has been revised to conform to the current presentation. See additional information related to the reserves and impairment charges in Note 2, Receivables, Note 5, Property, Plant and Equipment, and Note 6, Other Assets.

The notes to our consolidated financial statements refer to our Energy, Ag and Nitrogen Production and Foods reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments. The Nitrogen Production reportable segment resulted from our investment in CF Industries Nitrogen, LLC ("CF Nitrogen") in February 2016. The Foods segment resulted from our investment in Ventura Foods, LLC ("Ventura Foods") becoming a significant operating segment in fiscal 2016.. See Note 11,12, 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. On an ongoing basis, weWe evaluate our estimates and assumptions.assumptions on an ongoing basis.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with original maturities of three months or less at the date of acquisition. The fair value of cash and cash equivalents approximates the carrying value becausedue to the short-term nature of the short maturityinstruments.

Restricted Cash

Restricted cash is included in our Consolidated Balance Sheets within other current assets (current portion) and other assets (non-current portion), as appropriate, 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 instruments.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 usage.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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. During the years ended August 31, 2019, 2018 and 2017, we updated the presentation of our Consolidated Statements of Cash Flows to include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on our Consolidated Statements of Cash Flows.
 For the year ended August 31,
 2019 2018 2017
 (Dollars in thousands)
Cash and cash equivalents$211,179
 $450,617
 $181,379
Restricted cash included in other current assets88,496
 90,193
 83,561
Restricted cash included in other assets
 3,130
 7,333
Total cash and cash equivalents and restricted cash$299,675
 $543,940
 $272,273

Inventories

Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories 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. Agricultural commodity inventories have quoted market prices in active markets, may be sold without significant further processing and have predictable and insignificant disposal costs. Changes in the net realizable value of merchandisable agricultural commodities 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 in-bound 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 non-grain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods.

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 freight costs, and, to a lesser degree, foreign currency exchange rates and interest rates. Except for certain interest rate swap contracts,and certain pay-fixed, receive-variable, cash-settled swaps related to future crude oil purchases, which are accounted for as fair value hedges and cash flow hedges, or fair value hedges,respectively, our derivative instruments represent economic hedges of price risk for which hedge accounting under Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging, 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 12,13, Derivative Financial Instruments and Hedging Activities, and Note 13,14, Fair Value Measurements, for additional information.

Although we have certain netting arrangements for our exchange-traded futures and options contracts and certain over-the-counter ("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.

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 by external brokers in segregated 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 also reported on a gross basis.


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Supplier Advance Payments and Rebates

Supplier advance payments are typically for periods less than 12 months and primarily include amounts paid for in-transit grain purchases from suppliers and amounts paid to crop nutrient and crop protection product suppliers to lock in future supply and pricing.

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 thatmeet 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.

Investments

TheAs described in the "Recent Accounting Pronouncements" section below, we adopted Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which was effective for us September 1, 2018. As a result, all equity securities that do not result in consolidation and are not accounted for under the equity method of accounting is usedare measured at fair value with changes therein reflected in net income. We have elected to utilize the measurement alternative for joint ventures and otherequity investments in which we are able to exercise significant influence over the entity’s operations, butthat do not have a controlling interestreadily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in the entity. Various factors are considered when assessing significant influence, including our ownership interest, representation on the Board of Directors, voting rights, and the impact of commercial arrangements that may exist with the entity.orderly transactions. Our equity in the income or loss of these equity method investments is recorded within Equityequity (income) loss from investments in the Consolidated Statements of Operations. We account for our investment in CF Nitrogen LLC using the hypothetical liquidation at book value method which is discussed further in Note 45, Investments.

The cost method of accounting is used for other investments in which we do not exercise significant influence. Investments in other cooperatives are stated at cost,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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Investments in other debt and equity securities are classified as available-for-sale financial instruments and are stated at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive loss on our Consolidated Balance Sheets. Investments in debt and equity instruments are carried at amounts that approximate fair values.

Property, Plant and Equipment

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 uponon the expected useful lives of individual or groups of assets (generally 15 to 20 years for land improvements; 20 to 40 years for buildings; 5 to 20 years for machinery and equipment; and 3 to 10 years for office equipment and other). Expenditures for maintenance and minor repairs and renewals are expensed, while the costs for major maintenance activities are capitalized and amortized on a straight-line basis over the period estimated to lapse until the next major maintenance activity occurs. 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.

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. 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 that 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 byas the amount by which the carrying value of the asset or asset group exceeds its fair value.

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 will estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.


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We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to lessor discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

Major Maintenance Activities

Within our Energy segment, major maintenance activities (“turnarounds”) are performed at our Laurel, Montana, and McPherson, Kansas, refineries regularly. Turnarounds are the planned and required shutdowns of refinery processing units, which include the replacement or overhaul of equipment that havehas experienced decreased efficiency in resource conversion. Because turnarounds 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 turnarounds. Expenditures for turnarounds are capitalized (deferred) when incurred and amortized on a straight-line basis over a period of 2 to 45 years, which is the estimated time lapse between turnarounds. Should the estimated period between turnarounds change, we may be required to amortize the remaining cost of the turnaround over a shorter period, which would result in higher depreciation and amortization costs. Capitalized turnaround costs are included in other assets (long-term) on our Consolidated Balance Sheets and amortization expense related to the capitalized turnaround costs is included in cost of goods sold in our Consolidated Statements of Operations.

The selectionSelection of the deferral method, as opposed to expensing the turnaround costs when incurred, results in deferring recognition of the turnaround expenditures. The deferral method also results in the classification of the related cash outflows as investing activities in our Consolidated Statements of Cash Flows, whereas expensing these costs as incurred would result in classifying the cash outflows as operating activities. Repair, maintenance and related labor costs are expensed as incurred and are included in operating cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Goodwill and Other Intangible Assets

Goodwill and other intangible assets are included in other assets (long-term) on our Consolidated Balance Sheets. Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is tested for impairment on an annual basis as of July 31 or more frequently if triggering events or other circumstances occur whichthat could indicate impairment. Goodwill is tested 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. During the fourth quarter of fiscal year 2017, we voluntarily changed our annual goodwill impairment testing date from May 31 to July 31. We believe this change in the method of applying an accounting principle is preferable as the change better aligns our annual impairment testing procedures with year-end financial reporting and the annual long-range plan and forecasting process. In connection with the change in the annual goodwill impairment testing date, we performed the annual goodwill impairment testing procedures as of both May 31, 2017, and July 31, 2017, and no impairments were identified. This change did not accelerate, delay, avoid, or cause an impairment charge, nor did this change result in adjustments to previously issued financial statements. The change will be applied prospectively.

Other intangible assets consist primarily of customer lists, trademarks and non-compete agreements. Intangible assets subject to amortization are expensed over their respective useful lives, which generally range from 2 to 30 years. We have no material intangible assets with indefinite useful lives. See Note 6,7, Other Assets, for more information on goodwill and other intangible assets.

We made acquisitions during the three years ended August 31, 2017, which were accounted for using the acquisition method of accounting. Operating results for these acquisitions were included in our consolidated financial statements beginning on the respective acquisition dates. The respective purchase prices were preliminarily allocated to the assets, liabilities and identifiable intangible assets acquired based upon the acquisition-date fair values. Any excess purchase price over the fair values of the acquired net assets acquired was recognized as goodwill. See Note 17, Acquisitions for more information on acquisition activity.

Revenue Recognition

We provide a wide variety of products and services, ranging from agricultural inputs, such as fuels, farm supplies and crop nutrients,agronomy products, to agricultural outputs that include grain and oilseed, processed grains and oilseeds and food products, and ethanol production and marketing. We recognize revenueRevenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Sales are generally recognized upon transfer of title, which could occur either upon shipment to or receipt by the customer, depending uponperformance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the transaction.goods has transferred to the customer. For the majority of our contracts with customers, control transfers to customers at a point-in-time when the goods/services have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods/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 the performance obligation(s). Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold.

Revenue is recognized at the transaction price that we expect to be entitled to in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. We follow a policy of recognizing revenue at the point-in-time or over the period of time we satisfy our performance obligation by transferring control over a product or service to a customer in accordance with the underlying contract. 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 within the meaning of ASC Topic 606. See Note 2, Revenues, for more information on revenue recognition.


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Environmental Expenditures

We are subject to various federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Liabilities, including legal costs, related to remediation of contaminated properties are recognized when the related costs are considered 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. 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.

Income Taxes

CHS is a nonexempt agricultural cooperative and files a consolidated federal income tax return withwithin our 80% or more owned subsidiaries.tax return period. We are subject to tax on income from nonpatronage sources, non-qualified patronage distributions and undistributed patronage-sourced income. Income tax expense 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 for financial reporting purposes 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.


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Table 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 Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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) a 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.

Recent Accounting Pronouncements

Adopted

In JanuaryMarch 2017, the Financial Accounting Standards Board (the “FASB”"FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Simplifying the Test for Goodwill Impairment. The amendments within this ASU eliminate Step 2 of the goodwill impairment test, which requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under the amended standard, goodwill impairment is instead measured using Step 1 of the goodwill impairment test with goodwill impairment being equal to the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. We elected to early adopt ASU No. 2017-04 during the second quarter of fiscal 2017. The amendments have been applied to the annual goodwill impairment testing performed as of May 31, 2017, and July 31, 2017, and will be applied prospectively to all future goodwill impairment tests performed on an interim or annual basis.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which simplifies the presentation of debt issuance costs. This ASU requires the presentation of debt issuance costs on the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred financing cost. This ASU was effective for us beginning September 1, 2016, for our fiscal year 2017 and for interim periods within that fiscal year. As a result, $5.6 million of deferred issuance costs related to private placement debt and bank financing have been reclassified from other assets to long-term debt as of August 31, 2016.

In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which codifies an SEC staff announcement that entities are permitted to defer and present debt issuance costs related to line of credit arrangements as assets. ASU No. 2015-15 was effective immediately. At August 31, 2016, we had unamortized deferred financing costs related to our line of credit arrangements, and we will continue to present debt issuance costs related to line of credit arrangements in other assets in our Consolidated Balance Sheets.

Not Yet Adopted

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU is intended to improve the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and make certain improvements to simplify the application of the hedge accounting guidance. The amendments in this ASU will make more financial and nonfinancial hedging strategies eligible for hedge accounting, amend the presentation and disclosure requirements and change how entities assess effectiveness. Entities are required to apply this ASU's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This ASU is effective for us beginning September 1, 2019, for our fiscal year 2020 and for interim periods within that fiscal year. We are currently evaluating the impact the adoption will have on our consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Costs and Net Postretirement Benefit Cost. This ASU changes the presentation of net periodic pension cost and net periodic postretirement benefit cost in the income statement.Consolidated Statements of Operations. This ASU requiresprovides that the service cost component should be included in the same income statement line item as other compensation costs arising from services rendered by the employees during the period. The other components of net periodic benefit cost should(such as interest, expected return on plan assets, prior service cost amortization and actuarial gain/loss amortization) are required to be presented in the income statementConsolidated Statements of Operations separately outside of operating income if that subtotal is presented.income. Additionally, only service cost may be capitalized in assets. This ASU iswas effective for us beginning September 1, 2018, for our fiscal year 2019 and for interim periods within that fiscal year. Early adoption is permitted as of the beginning of an annual period for which interim financial statements have not been issued or made available for issuance. The guidance on the presentation of the components of net periodic benefit cost in the income statement should beConsolidated Statements of Operations has been applied retrospectively, and the guidance regarding the capitalization of the service cost component in assets should behas been applied prospectively. The adoption of this amended guidance is not expected to have a materialhad no impact on our consolidated financial statements.previously reported income (loss) before income taxes or net income attributable to CHS; however, non-service cost components of net periodic benefit costs in prior periods have been reclassified from cost of goods sold and marketing, general and administrative expenses, and are now reported outside of operating income within other (income) loss. The amounts of the retrospective reclassification adjustments recorded as a result of adoption of this guidance are shown in the table below.
 For the year ended August 31, 2018 For the year ended August 31, 2017
 As Previously Reported Accounting Change As Presented As Previously Reported Accounting Change As Presented
 (Dollars in thousands)
Cost of goods sold$31,589,887
 $1,340
 $31,591,227
 $31,142,766
 $783
 $31,143,549
Gross profit1,093,460
 (1,340) 1,092,120
 894,660
 (783) 893,877
Marketing, general and administrative expenses674,083
 3,382
 677,465
 612,007
 (931) 611,076
Operating earnings (loss)457,086
 (4,722) 452,364
 (174,026) 148
 (173,878)
Other (income) loss(78,015) (4,722) (82,737) (99,951) 148
 (99,803)

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In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805):: Clarifying the Definition of a Business. The amendments within this ASU narrow the existing definition of a business and provide a more robust framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The definition of a business impacts various areas of accounting, including acquisitions, disposals and goodwill. Under the new guidance, fewer acquisitions are expected to be considered businesses. This ASU iswas effective for us beginning September 1,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2018, for our fiscal year 2019 and for interim periods within that fiscal year. Early adoption is permitted and theThe guidance should behas been applied prospectively to transactions following the adoption date.prospectively. The adoption of this amended guidance isdid not expected to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes inrequires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statementConsolidated Statements of Cash Flows, as well as disclosure about the nature of restrictions on cash, cash equivalents and amounts generally described as restricted cash. Additionally, the guidance requires disclosure of the total amount of cash, flows.cash equivalents and restricted cash for each comparative period for which a Consolidated Balance Sheet is presented. This ASU iswas effective for us beginning September 1, 2018, for our fiscal year 2019 and for interim periods within that fiscal year. Early adoption is permitted, including in an interim period. The amendments in this ASU should bewere applied retrospectively to all periods presented. Refer to the additional disclosures pertaining to restricted cash within the Restricted Cash significant accounting policy above. The adoption of this amended guidance isdid not expected to have a material impact on our consolidated statementConsolidated Statements of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory (Topic 740). This ASU is intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory by requiring an entity to recognize the income tax consequences when a transfer occurs, instead of when an asset is sold to an outside party. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This ASU is effective for us beginning September 1, 2018, for our fiscal year 2019 and for interim periods within that fiscal year. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued. The adoption of this amended guidance is not expected to have a material impact on our consolidated financial statements.Cash Flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU is intended to reduce existing diversity in practice in how certain cash receipts and payments are presented and classified in the statementConsolidated Statements of cash flows.Cash Flows. This ASU iswas effective for us beginning September 1, 2018, for our fiscal year 2019 and for interim periods within that fiscal year. The adoption of this amended guidance isdid not expected to have a material impact on our consolidated statementConsolidated Statements of cash flows.Cash Flows.

In JuneJanuary 2016, the FASB issued ASU No. 2016-13,2016-01, Financial Instruments - Credit Losses (Topic 326):Recognition and Measurement of Credit Losses on Financial InstrumentsAssets and Financial Liabilities. The amendments, which requires equity investments (except those accounted for under the equity method of accounting or those that result in this ASU introduceconsolidation of the investee) to be measured at fair value, with changes in fair value recognized in net income. This guidance eliminates the previous cost method of accounting for certain equity securities that did not have readily determinable fair values. This guidance also simplifies the impairment assessment and allows for a new approach, based on expected losses, to estimate credit losses on certain types of financial instruments.fair value measurement alternative for equity investments without readily determinable fair values and includes presentation and disclosure changes. This ASU is intended to provide financial statementusers with more decision-useful information about the expected credit losses associated with most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. Entities are required to apply this ASU’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This ASU iswas effective for us beginning September1, 2020,2018, for our fiscal year 20212019 and for interim periods within that fiscal year.year and was applied following a prospective basis. We are currently evaluatinghave elected to utilize the impactmeasurement 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. As a result of the adoption will have onof this amended guidance, we reclassified approximately $4.7 million from accumulated other comprehensive loss to the opening balance of capital reserves within our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces the existing guidance in ASC 840 - Leases. The amendments within this ASU introduce a lessee model requiring entities to recognize assets and liabilities for most leases, but continue recognizing the associated expenses in a manner similar to existing accounting guidance. This ASU does not make fundamental changes to existing lessor accounting; however, it does modify what constitutes a sales-type or direct financing lease and the related accounting, and aligns a numberConsolidated Balance Sheet as of the underlying principles with those of the new revenue standard, ASU No. 2014-09. The guidance also eliminates existing real estate-specific provisions and requires expanded qualitative and quantitative disclosures.Entities are required to apply this ASU’s provisions using a modified retrospective approach at the beginning of the earliest comparative period presented in the year of adoption. This ASU is effective for us beginning September 1, 2019, for our fiscal year 2020 and for interim periods within that fiscal year. We are currently evaluating the2018, which did not have a material impact the adoption will have on our consolidated financial statements.
    
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts withCustomers (Topic 606). The amendments within this ASU, as well as within the additional clarifying ASUs issued by the FASB, provide a single comprehensive model to be used into determine the accountingmeasurement of revenue and timing of recognition for revenue arising from contracts with customers. The core principle of the amended guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers and supersedes most current revenue recognition guidance, including industry-specific guidance.in an amount that reflects consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition guidance includes a five-step model for the recognition of revenue, including (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations, and (5) recognizing revenue when (or as) an entity satisfies a performance obligation. This ASU was effective for us beginning September 1, 2018, for our fiscal year 2019 and for interim periods within that fiscal year, and we elected to apply the modified retrospective method of adoption to all contracts as of the date of initial application. The new revenue recognition guidance also specifies the accounting for certain costsmajority of our revenues are attributable to obtain or fulfill a contract with a customerforward commodity sales contracts, which are considered to be physically settled derivatives under ASC 815, Derivatives and requires expanded disclosures about the nature, amount, timing and uncertainty of revenue and cash flowsHedging (Topic 815). Revenues arising from derivative contracts with customers. We have completed an initial assessmentaccounted for under ASC Topic 815 are specifically outside the scope of our revenue streamsASC Topic 606 and dotherefore not believe thatsubject to the provisions of the new revenue recognition guidance will have a materialguidance. As such, the impact on our consolidated financial statements. Certain revenue streams are expected to fall within the scopeof adoption of the new revenue guidance has only been assessed for our revenue contracts that are not accounted for as derivative arrangements. The primary impact of adoption was changes to the timing of revenue recognition for certain revenue streams that had an immaterial impact. Following the modified retrospective method of adoption, we determined the cumulative effect of adoption for all contracts with customers that had not been completed as of the adoption date was less than $1.0 million. Additionally, the impact of applying ASC Topic 606 compared to previous guidance during the year ended August 31, 2019, was an overall decrease to revenues and cost of goods sold of $52.1 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Other financial statement impacts related to our adoption of ASC Topic 606 were not material. Our revenue recognition guidance; however,accounting policy and additional information related to our revenue streams and related performance obligations required to be satisfied to recognize revenue can be found within the Significant Accounting Policies section above and within Note 2, Revenues.

Not Yet Adopted

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a substantial portionCloud Computing Arrangement That Is a Service Contract. This ASU reduces the complexity of accounting for implementation, setup and other upfront costs incurred in a cloud computing service arrangement that is hosted by a vendor. This ASU aligns accounting for implementation costs of hosting arrangements, irrespective of whether the arrangements convey a license to the hosted software. This ASU permits either a prospective or retrospective transition approach. This ASU is effective for us beginning September 1, 2020, for our fiscal year 2021 and for interim periods within that fiscal year, with early adoption permitted. Adoption of this amended guidance is not expected to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General. This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year and (b) the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. The new disclosures include the interest crediting rates for cash balance plans and an explanation of significant gains and losses related to changes in benefit obligations. This ASU is effective for us beginning September 1, 2021, for our fiscal year 2022 and for interim periods within that fiscal year, with early adoption permitted. Adoption of this amended guidance is not expected to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. Specifically, the guidance removes the requirement to disclose the amount and reasons for any transfers between Level 1 and Level 2 of the fair value hierarchy and removes the requirement to disclose a description of the valuation processes used to value Level 3 fair value measurements. The guidance also requires additional disclosures surrounding Level 3 changes in unrealized gains/losses included in other comprehensive income, as well as the range and weighted average of significant unobservable inputs calculation. This ASU is effective for us beginning September 1, 2020, for our fiscal year 2021 and for interim periods within that fiscal year. Early adoption is permitted. We elected to remove the disclosures permitted by ASU No. 2018-13 during the fourth quarter of fiscal 2018, but have not early adopted the new required additional disclosures, which is permitted by the guidance. Adoption of this amended guidance is not expected to have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU introduce a new approach, based on expected losses, to estimate credit losses on certain types of financial instruments. This ASU is intended to provide financial statement users with more decision-useful information about the expected credit losses associated with most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases and off-balance sheet credit exposures. Entities are required to apply the provisions of this ASU as a cumulative-effect adjustment to capital reserves as of the beginning of the first reporting period in which the guidance is adopted. This ASU is effective for us beginning September 1, 2020, for our fiscal year 2021 and for interim periods within that fiscal year. We are currently evaluating the impact the adoption will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces the existing guidance within ASC 840, Leases. The amendments within this ASU, as well as within additional clarifying ASUs issued by the FASB, introduce a lessee model requiring entities to recognize assets and liabilities for most leases, but continue recognizing the associated expenses in a manner similar to existing accounting guidance. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends ASU No. 2016-02, Leases. This ASU is effective for us beginning September 1, 2019, for our fiscal year 2020 and for interim periods within that fiscal year. In conjunction with our implementation of the new lease guidance, we have completed detailed lease contract reviews and considered expanded disclosure requirements, in addition to initiating the implementation of a new lease software system to improve collection,

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maintenance, and aggregation of lease data necessary for the expanded reporting and disclosure requirements under the new lease standard. We will adopt and implement the new guidance utilizing the additional optional transition method and package of practical expedients in the period of adoption without retrospective adjustment to previous periods presented, although we have elected not to apply the hindsight practical expedient available under the standard. It is expected that the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases as right of use assets and liabilities on our Consolidated Balance Sheets, and we expect to record approximately $240.0 million to $280.0 million of lease assets and lease liabilities related to our operating leases and an immaterial adjustment to capital reserves related to transition upon adoption of this ASU. We will provide expanded disclosures upon adoption of ASU No. 2016-02 as required under the guidance, and it is not expected that adoption of this standard will have a material impact on our consolidated results of operations.

Note 2        Revenues

Adoption of New Revenue Guidance

As described in Note 1, Organization, Basis of Presentation and Significant Accounting Policies, we adopted the guidance within ASU 2014-09 as of September 1, 2018, using the modified retrospective transition approach. Consistent with other companies that actively trade commodities, a majority of our revenues are attributable to forward commodity sales contracts that are considered to be physically settled derivatives under ASC Topic 815 and therefore fall outside the scope of ASC Topic 606. As a result, these revenues are not subject to provisions of the new revenue falls outsideguidance and the impact of adoption is limited to our revenue streams that fall within the scope of the new revenue recognition guidance and will continue to follow existing guidance, primarily ASC 815, guidance.Derivatives and Hedging. We are continuing to evaluate

The majority of our revenue streams that fall within the impactscope of the new revenue recognition guidance including potentialare recognized at a point-in-time; however, adoption of ASU 2014-09 resulted in a minimal number of changes to the timing of revenue recognition for certain revenue streams. Under the modified retrospective method of adoption, we determined the cumulative effect of adoption for all contracts with customers that had not been completed as of the adoption date and recognized an adjustment of less than $1.0 million to the opening capital reserves balance within the Consolidated Balance Sheet as of September 1, 2018. Additionally, the impact of applying ASC Topic 606 compared to previous guidance during the year ended August 31, 2019, was an overall decrease to revenues and cost of goods sold of $52.1 million, which was primarily related to the change in revenue recognition for certain contracts from a gross basis to a net basis.

Other changes in accounting for revenue recognition under ASU 2014-09 did not have a material impact on our Consolidated Statements of Operations for the year ended August 31, 2019, or Consolidated Balance Sheet as of August 31, 2019.

Revenue Recognition Accounting Policy and Performance Obligations

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 ethanol production and marketing. We primarily conduct our operations and derive revenues within our Energy and Ag businesses. Our Energy business practices and/derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag business derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; through wholesale sales of agronomy products and processed sunflowers; from sales of soybean meal, soybean refined oil and soyflour products; through production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, and feed and farm supplies.

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 customers. For the majority of our contracts with customers, control transfers to customers at a point-in-time when goods/services have been delivered, as that is generally when legal title, physical possession and risks and rewards of goods/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 contractual termsservices to a customer, excluding amounts collected on behalf of third parties. We follow a policy of recognizing revenue at the point-in-time or over the period of time that we satisfy our performance obligation by transferring control of a product or service to a customer in accordance with the underlying contract. 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 within the meaning of ASC Topic 606.

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The amount of revenues recognized during the year ended August 31, 2019, for performance obligations that were fully satisfied in scope revenue streams,previous periods was not material.

Shipping and Handling Costs

Shipping and handling amounts billed to a customer as part of a sales transaction 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 government 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 and other applicable accounting guidance for the year ended August 31, 2019. Other applicable accounting guidance primarily includes revenues recognized under ASC Topic 840, Leases, and ASC Topic 470, Debt, that fall outside the scope of expanded disclosuresASC Topic 606.
Reportable Segment* ASC 606 ASC 815 Other Guidance Total Revenues
  (Dollars in thousands)
Energy $6,393,075
 $726,001
 $
 $7,119,076
Ag 6,319,304
 18,268,977
 131,791
 24,720,072
Corporate and Other 20,262
 
 41,043
 61,305
Total revenues $12,732,641
 $18,994,978
 $172,834
 $31,900,453
*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.

Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Energy segment produces and sells (primarily wholesale) gasoline, diesel fuel, propane, asphalt, lubricants and other related products and provides transportation services. We are the nation's largest cooperative energy company, with operations that include petroleum refining and pipelines; supply, marketing and distribution of refined fuels (gasoline, diesel fuel and other energy products); blending, sale and distribution of lubricants; and wholesale supply of propane and other natural gas liquids. For the majority of revenues arising from sales to revenue. We expectenergy customers, we satisfy our performance obligation of providing energy products such as gasoline, diesel fuel, propane, asphalt, lubricants and other related products at the point-in-time that the finished petroleum product is delivered or made available to complete our final evaluationthe wholesale or retail customer, at which point control is considered to have been transferred to the customer and implementationrevenue can be recognized, as there are no remaining performance obligations that we need to satisfy to be entitled to the agreed-upon transaction price as stated in the contract. For fixed and provisionally priced derivative sales contracts that are accounted for under the provisions of the newderivative accounting guidance and are outside the scope of the revenue recognition guidance, throughout fiscal 2018,we recognize revenue when control of the inventory is transferred within the meaning of ASC Topic 606.

Our Ag segment derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; wholesale sales of agronomy products and processed sunflowers; sales of soybean meal, soybean refined oil and soyflour products; production and marketing of renewable fuels; and retail sales of petroleum and agronomy products, and feed and farm supplies. For the majority of revenues arising from sales to Ag customers, we satisfy our performance obligation of delivering a commodity or other agricultural end product to a customer at the point-in-time the commodity or other end product (wholesale grain, agronomy products, soybean products, ethanol or country operations retail

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products) has been delivered or is made available to the customer, at which will allow uspoint control is considered to adopt ASU No. 2014-09have been transferred to the customer and revenue can be recognized, as there are no remaining performance obligations that need to be satisfied to be entitled to the related ASUs on September 1, 2018,agreed-upon transaction price as stated in the first quartercontract. The amount of fiscalrevenue recognized follows the contractually specified price, which may include freight or other contractually specified cost components. For fixed and provisionally priced derivative sales contracts that are accounted for under the provisions of the derivative accounting guidance and are outside the scope of the revenue recognition guidance, we recognize revenue when control of the inventory is transferred within the meaning of ASC Topic 606.

Corporate and Other primarily consists of our financing and hedging businesses, which are presented together due to the similar nature of their products and services, as well as the relatively lower amount of revenues for those businesses compared to our Ag and Energy businesses. Prior to its sale on May 4, 2018, our insurance business was also included in Corporate and Other. Revenues from our hedging business are primarily recognized at the point-in-time that the hedging transaction is completed after we have fully satisfied all performance obligations under the contract, and revenues arising from our financing business are recognized in accordance with ASC Topic 470, Debt, and fall outside the scope of ASC Topic 606.

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 the recognition of an asset, as the amount of revenue recognized at a certain point-in-time exceeds the amount billed to the customer. Contract assets are recorded in accounts receivable within our Consolidated Balance Sheets and were immaterial as of August 31, 2019 usingand 2018.

Contract liabilities relate to advance payments from customers for goods and services that we have yet to provide. Contract liabilities of $207.5 million and $172.0 million as of August 31, 2019 and 2018, respectively, are recorded within customer advance payments on our Consolidated Balance Sheets. For the modified retrospective method.year ended August 31, 2019, we recognized revenues of $170.7 million, which were included in the customer advance payments balance at the beginning of the period.

Practical Expedients

We applied ASC Topic 606 utilizing the following allowable exemptions or practical expedients:

Election to not disclose the unfulfilled performance obligation balance for contracts with an original duration of one year or less;
Recognition of the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise have been recognized is one year or less;
Election to present revenues net of sales taxes and other similar taxes; and
Practical expedient to treat shipping and handling as a fulfillment activity rather than a promised service, resulting in the conclusion that shipping and handling is not a separate performance obligation.


Note 23        Receivables

Receivables as of August 31, 20172019, and 2016,2018, are as follows:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Trade accounts receivable$1,234,500
 $1,804,646
$1,803,284
 $1,578,764
CHS Capital short-term notes receivable164,807
 858,805
592,909
 569,379
Deferred purchase price receivable202,947
 
Other493,104
 380,956
511,821
 534,071
2,095,358
 3,044,407
Gross receivables2,908,014
 2,682,214
Less allowances and reserves225,726
 163,644
176,805
 221,813
Total receivables $1,869,632
 $2,880,763
$2,731,209
 $2,460,401

Trade Accounts

Trade accounts receivable are initially recorded at a selling price whichthat approximates fair value upon the sale of goods or services to customers. Subsequently, trade accounts receivable are carried at net realizable value, which includes an allowance for estimated uncollectible amounts. We calculate this allowance based on our history of write-offs, level of past due accounts

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and our relationships with and the economic status of our customers. Receivables from related parties are disclosed in Note 16,17, Related Party Transactions.

During No third-party customer accounted for more than 10% of the third quarter of fiscal 2017, a trading partner of ours in Brazil entered bankruptcy-like proceedings under Brazilian law, resulting in a $98.7 million increase to our accounts receivable reserve. We also recorded a reserve of approximately $130.7 million related to supplier advance payments held by this trading partner, which is included in supplier advance payments in the Consolidated Balance Sheets. We have initiated efforts to recover these losses; however, as such actions are in the early stages and are considered neither probable nor estimable, no recoveries have been recordedtotal receivables balance as of the date of this Annual Report on Form 10-K.August 31, 2019 or 2018.

CHS Capital

Notes Receivable

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, adjusted for the allowance of loan losses, as CHS Capital has the intent and ability to hold the applicable loans for the foreseeable future or until maturity or pay-off. The carrying value of CHS Capital short-term notes receivable approximates fair value given the notes' shortshort-term duration and the use of market pricing adjusted for risk.

The notesNotes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperative’scooperative's capital stock. These loans are primarily originated in the states of Minnesota, WisconsinNorth Dakota and North Dakota.Minnesota. CHS Capital also has loans receivable from producer borrowers whichthat are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are originated in the same states as the commercial notes with the addition of Michigan.notes.

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 $17.0$180.0 million and $322.4$203.0 million at August 31, 2017,2019 and 2016,2018, respectively. The long-term notes receivable are included in Otherother assets on our Consolidated Balance Sheets. As of August 31,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2017, 2019 and 2016, the2018, commercial notes represented 17%41% and 26%40%, respectively, and the producer notes represented 83%59% and 74%60%, respectively, of the total CHS Capital notes receivable.

The decrease in short-term and long-term notes receivable is the result of the activities in the Troubled Debt Restructurings and Sale of Receivables sections described below.

CHS Capital has commitments to extend credit to customers if there are no violations of any contractually established conditions. As of August 31, 2017,2019, CHS Capital'sCapital customers havehad additional available credit of $966.6$650.6 million.

Allowance for Loan Losses and Impairments

CHS Capital maintains an allowance for loan losses whichthat is thean estimate of potential incurred losses inherent in the loans receivable portfolio. In accordance with FASB ASC 450-20, Accounting for Loss Contingencies, and ASC 310-10, Accounting by Creditors for Impairment of a Loan, the allowance for loan losses consists of general and specific components. The general component is based on historical loss experience and qualitative factors addressing operational risks and industry trends. The specific component relates to loans receivable that are classified as impaired. Additions to the allowance for loan losses are reflected within reserve and impairment charges (recoveries), net in the Consolidated Statements of Operations. The portion of loans receivable deemed uncollectible is charged off against the allowance. Recoveries of previously charged off amounts increase the allowance for loan losses. The amountNo significant amounts of CHS Capital notes that were past due was not significant at any reporting date presented. Specificas of August 31, 2019 or 2018, and specific and general loan loss reserves related to CHS Capital totaled $4.2 million and $45.8 millionnotes were not material as of August 31, 2017, and August 31, 2016, respectively. The reduction in the reserve is related to the single producer borrower agreement and the sale of receivables, which are discussed in the either date.Troubled Debt Restructurings and Sale of Receivables sections below.

Interest Income

Interest income is recognized on the accrual basis using a method that computes simple interest daily. The accrualon a daily basis. Accrual of interest on commercial loans receivable is discontinued at the time the commercial loan receivable is 90 days past due unless the credit 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 non-accrual status based on estimates and analysis due to the annual debt service terms inherent to CHS Capital’sCapital's producer loans. In all cases, loans are placed in nonaccrualnon-accrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.

Troubled Debt Restructurings

A restructuringRestructuring 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.

As of August 31, 2016, a single producer borrower accounted for 20% of the total outstanding CHS Capital notes receivable. During the third quarter of fiscal 2017, CHS Capital concluded a transaction with the single producer borrower whereby CHS Capital obtained from the borrower title to approximately 14,000 acres of land and improvements that, prior to the transaction, was owned by the borrower and served as collateral for the outstanding loans to CHS Capital. The amount corresponding to the fair value of the land and improvements was credited against the notes receivable from this single producer borrower. As a result of this arrangement, all remaining outstanding notes receivable balances and corresponding reserves related to this single producer borrower were removed from the balance sheet of CHS Capital, with no impact to the Consolidated Statements of Operations. Subsequent to August 31, 2017, CHS Capital sold all rights to the outstanding notes receivable which had been previously removed from the balance sheet as they were deemed uncollectible. Through this sale we realized a small gain in the first quarter of fiscal year 2018. As of August 31, 2017, and 2016, CHS Capital had no other significant troubled debt restructurings and no other third-party borrowers that accounted for more than 10% of the total CHS Capital notes receivable.
Salereceivable or total receivables as of Receivables

Receivables Securitization Facility

On July 18, 2017, we amended an existing receivables and loans securitization facility (“Securitization Facility”) with certain unaffiliated financial institutions (the "Purchasers"). Under the Securitization Facility, we and certain of our subsidiariesAugust 31, 2019 or 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

sell trade accounts and notes receivable (the “Receivables”) to Cofina Funding, LLC (“Cofina”), a wholly-owned bankruptcy-remote indirect subsidiary of CHS. Cofina in turn sells the purchased Receivables in their entirety to the Purchasers. Prior to amending the Securitization Facility in July 2017, the transfer of Receivables was accounted for as a secured borrowing. Under the terms of the amended Securitization Facility CHS accounts for Receivables sold under the Facility as a sale of financial assets pursuant to ASC 860, Transfers and Servicing and derecognizes the sold Receivables from its Consolidated Balance Sheets.

Sales of Receivables by Cofina occur continuously and are settled with the Purchasers on a monthly basis. The proceeds from the sale of these Receivables comprise a combination of cash and a deferred purchase price (“DPP”) receivable. The DPP receivable is ultimately realized by CHS following the collection of the underlying Receivables sold to the Purchasers. 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, with maximum availability of $700.0 million. As of August 31, 2017, the total availability under the Securitization Facility was $618.0 million, of which all has been utilized. The Securitization Facility terminates on July 17, 2018, but may be extended. The Company uses the proceeds from the sale of Receivables under the Securitization Facility for general corporate purposes.

We have no retained interests in the transferred Receivables, other than our right to the DPP receivable and collection and administrative services. The DPP receivable is recorded at fair value within the Consolidated Balance Sheets, including a current portion within receivables and a long-term portion within other assets. At the time of the amendment to the Securitization Facility in July 2017, $1.1 billion of Receivables and $554.0 million of securitized debt were removed from the Consolidated Balance Sheets and a DPP receivable of $580.5 million was recognized. These amounts have been reflected as non-cash transactions in the Consolidated Statements of Cash Flows and disclosed within Note 15, Supplemental Cash Flow and Other Information. Subsequent cash receipts related to the DPP receivable have been reflected as investing activities and additional sales of Receivables under the Securitization Facility are reflected in operating or investing activities, based on the underlying Receivable, in our Consolidated Statements of Cash Flows. Losses incurred on the sale of Receivables are recorded in interest expense and fees received related to the servicing of the Receivables are recorded in other income (loss) 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.

The fair value of the DPP receivable is determined by discounting the expected cash flows to be received based on unobservable inputs consisting of the face amount of the Receivables adjusted for anticipated credit losses. The DPP receivable is being measured like an investment in debt securities classified as available for sale, with changes to the fair value being recorded in other comprehensive income in accordance with ASC 320 - Investments - debt and equity securities. Our risk of loss following the transfer of Receivables under the Securitization Facility is limited to the DPP receivable outstanding and any short-falls in collections for specified non-credit related reasons after sale. Payment of the DPP is not subject to significant risks other than delinquencies and credit losses on accounts receivable sold under the Securitization Facility.

The following table is a reconciliation of the beginning and ending balances of the DPP receivable for the year ended August 31, 2017:
  2017
  (Dollars in thousands)
Balance - beginning of year $
Transfer of Receivables 580,509
Monthly settlements, net (31,907)
Balance - end of year $548,602

There was no DPP as of August 31, 2016, and therefore, no comparative period is included in the table above.

Loan Participations

During the three months ending August 31, 2017fiscal 2019, CHS Capital sold $71.5$92.3 million of notes receivable to numerous counterparties under a master participation agreement. The sale resulted in the removal of the notes receivable from the Consolidated Balance Sheet. CHS Capital has no retained interests in the transferred notes receivable, other than collection and administrative services. The proceedsProceeds from the salesales of the notes receivable have been included in investing activities in the Consolidated Statement of Cash Flows. Fees received related to the servicing of the notes receivablesreceivable are recorded in other

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 valued addedvalue-added taxes, certain financing receivables and pre-crop financing, primarily to Brazilian farmers, to finance a portion of supplier production costs. CHS doesWe do not bear any of the costs or operational risks associated with the related growing crops.crops, although our ability to be paid depends on the crops actually being produced. The financing is largely collateralized by future crops, land and physical assets of the suppliers, carries a local market interest rate and settles when the farmer’sfarmer's crop is harvested and sold. No significant troubled debt restructurings occurred and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of August 31, 2019 or 2018.

We identified and recorded an out-of-period adjustment to correct an error related to multiple years that increased bad debt expense for other receivables by $25.5 million during the year ended August 31, 2019. We concluded that the error is not material to the previously reported financial statements and its correction is not material to the financial statements for the year ended August 31, 2019.

Note 34        Inventories

Inventories as of August 31, 20172019, and 2016,2018, are as follows:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Grain and oilseed$1,145,285
 $937,258
$1,024,645
 $1,298,522
Energy755,886
 729,695
717,378
 737,639
Crop nutrients248,699
 217,521
Feed and farm supplies353,130
 417,431
Agronomy954,037
 560,675
Processed grain and oilseed49,723
 48,930
109,900
 99,426
Other23,862
 19,864
48,328
 72,387
Total inventories$2,576,585
 $2,370,699
$2,854,288
 $2,768,649

As of August 31, 2017,2019 and 2018, we valued approximately 19%16% 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 (19% as of August 31, 2016).value. If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $186.2$215.0 million and $93.9$345.0 million as of August 31, 2017,2019 and 2016,2018, respectively. Inventory previously classified as feed and farm supplies inventory represented non-grain and oilseed inventories held at our country operations locations. During fiscal 2019, these inventories were reclassified to better align with their underlying inventory types, primarily agronomy and energy inventories. Prior year feed and farm supply inventory amounts have been reclassified as agronomy, energy and other inventories in the amounts of $314.4 million, $22.4 million and $55.1 million, respectively.


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Note 45        Investments

Investments as of August 31, 2017,2019 and 2016,2018, are as follows:

2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Equity method investments:      
CF Industries Nitrogen, LLC$2,756,076
 $2,796,323
$2,708,942
 $2,735,073
Ventura Foods, LLC347,016
 369,487
374,516
 360,150
Ardent Mills, LLC206,529
 194,986
209,027
 205,898
TEMCO, LLC41,323
 44,578
Other equity method investments268,444
 263,025
267,247
 288,016
Cost method investments131,605
 127,577
Other investments124,264
 122,788
Total investments$3,750,993
 $3,795,976
$3,683,996
 $3,711,925

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, Ventura Foods, LLC ("Ventura Foods"), and Ardent Mills, LLC ("Ardent Mills"), 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. 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.

On February 1, 2016, we invested $2.8CF Nitrogen

We have a $2.7 billion investment in CF Nitrogen, commencing oura strategic venture with CF Industries Holdings, Inc. ("CF Industries"). The investment consists of an 11.4%approximate 10% membership interest (based on product tons) in CF Nitrogen. WeAt the time we entered into the strategic venture on February 1, 2016, we also entered into an 80-year 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. Our purchases under the supply agreement

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

are based on prevailing market prices and we receive semi-annual 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 based uponon our contractual claims on the entity's net assets pursuant to the liquidation provisions of CF Nitrogen's Limited Liability Company Agreement, adjusted for the semi-annual cash distributions. For the years ended August 31, 20172019 and 2016, these amounts2018, equity earnings were $66.5$160.4 million and $74.7$106.9 million, respectively, and are included as equity income from investments in our Nitrogen Production segment. Cash distributions received from CF Nitrogen for the years ended August 31, 2019 and 2018, were $186.5 million and $127.9 million, respectively.

The following tables provide aggregate summarized audited financial information for CF Nitrogen for the balance sheets as of August 31, 2017,2019 and 2016,2018, and the statements of operations for the twelve12 months ended August 31, 2017,2019, 2018 and the seven months ended August 31, 2016:2017:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Current assets$394,089
 $534,878
$590,057
 $576,076
Non-current assets7,314,629
 7,043,121
7,028,766
 7,447,594
Current liabilities390,206
 556,696
228,324
 215,104
Non-current liabilities6
 
2,455
 71
 2019 2018 2017
 (Dollars in thousands)
Net sales$2,894,795
 $2,449,695
 $2,051,159
Gross profit737,168
 423,612
 195,142
Net earnings706,291
 401,295
 123,965
Earnings attributable to CHS Inc. 160,373
 106,895
 66,530

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 2017 2016
 (Dollars in thousands)
Net sales$2,051,159
 $1,027,142
Gross profit195,142
 243,911
Net earnings123,965
 186,665
Earnings attributable to CHS Inc. 66,530
 74,700

Ventura Foods and Ardent Mills

We have a 50% interest in Ventura Foods, LLC ("Ventura Foods"),which is a joint venture whichwith Wilsey Foods, Inc., a majority-owned subsidiary of MBK USA Holdings, Inc., that produces and distributes primarily vegetable oil-based products, and which constitutes our Foods segment. We account for Ventura Foods as an equity method investment, and as of August 31, 2017, our carrying value of Ventura Foods exceeded our share of its equity by $12.9 million, which represents equity method goodwill.

Wewe have a 12% interest in Ardent Mills, LLC ("Ardent Mills"),which is a joint venture with Cargill Incorporated ("Cargill") and ConAgra Foods, Inc., which combines the North American flour milling operations of the three parent companies. We account for Ventura Foods and Ardent Mills as an equity method investmentinvestments included in Corporate and Other.

TEMCO, LLC ("TEMCO") is owned and governed by Cargill (50%) and CHS (50%). Both owners have committed to sell all of their feedgrains, wheat, oilseeds and by-product origination that are tributary to the Pacific Northwest, United States ("Pacific Northwest") to TEMCO and to use TEMCO as their exclusive export-marketing vehicle for such grains exported through the Pacific Northwest through January 2037. We account for TEMCO as an equity method investment included in our Ag segment.

The following tables provide aggregate summarized audited financial information for our major equity method investments in Ventura Foods and Ardent Mills and TEMCO for balance sheets as of August 31, 2017,2019 and 2016,2018, and statements of operations for the twelve12 months ended August 31, 2017, 20162019, 2018 and 2015:2017:
 2017 2016
 (Dollars in thousands)
Current assets$1,562,978
 $1,638,780
Non-current assets2,524,053
 2,495,955
Current liabilities748,028
 836,544
Non-current liabilities865,078
 853,549


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 2019 2018
 (Dollars in thousands)
Current assets$1,469,003
 $1,462,590
Non-current assets2,327,217
 2,331,295
Current liabilities535,579
 671,928
Non-current liabilities790,401
 693,360
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Net sales$9,901,150
 $8,776,261
 $9,054,677
$5,752,368
 $5,882,035
 $5,762,849
Gross profit700,737
 674,181
 754,375
565,784
 601,927
 673,329
Net earnings258,616
 238,870
 313,664
248,303
 226,776
 265,126
Earnings attributable to CHS Inc. 57,461
 75,858
 81,101
69,157
 46,069
 60,716

Our investments in other equity method investees other than the four entities described above are not significant in relation to our consolidated financial statements, either individually or in the aggregate.


Note 56        Property, Plant and Equipment

As of August 31, 20172019, and 2016,2018, major classes of property, plant and equipment, which include capital lease assets, consisted of the amounts in the table below.
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Land and land improvements$357,829
 $266,016
$319,452
 $341,767
Buildings1,030,478
 1,040,943
1,079,073
 1,034,860
Machinery and equipment6,950,435
 6,747,865
7,392,767
 7,199,509
Office and other235,361
 250,879
Office equipment and other346,649
 316,946
Construction in progress327,682
 523,817
329,297
 204,207
8,901,785
 8,829,520
Gross property, plant and equipment9,467,238
 9,097,289
Less accumulated depreciation and amortization3,545,351
 3,341,197
4,378,530
 3,955,570
Total property, plant and equipment $5,356,434
 $5,488,323
$5,088,708
 $5,141,719

We have various assets under capital leases totaling $58.2$62.7 million and $206.3$50.0 million as of August 31, 2017,2019 and 2016,2018, respectively. Accumulated amortization on assets under capital leases was $27.4$20.6 million and $103.3$18.9 million as of August 31, 2017,2019 and 2016,2018, respectively. During the fourth quarter

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Table of fiscal 2017, we completed a buyout of various capital leases for approximately $39.6 million. The various capital leases represented approximately 58% of our total capital lease obligations.Contents


The following is a schedule by fiscal yearsyear of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of August 31, 2017:2019:
(Dollars in thousands)(Dollars in thousands)
2018$6,867
20196,150
20204,728
$6,761
20214,525
6,199
20223,945
5,021
20234,548
20242,638
Thereafter13,285
6,517
Total minimum future lease payments39,500
31,684
Less amount representing interest6,425
3,445
Present value of net minimum lease payments$33,075
$28,239

We announcedcontinuously monitor our long-lived assets, including property, plant and equipment, for potential indicators of impairment in September 2014 thataccordance with U.S. GAAP. As a result of these monitoring activities, our Board of Directors had approved plans to begin construction of a fertilizer manufacturing plant in Spiritwood, North Dakota that was anticipated to cost more than $3.0 billion. In August 2015, we made the decision to not move forward with the construction of the Spiritwood facility and evaluated the assets and other capitalized costs related to the project for recoverability under ASC Topic 360-10. Consequently, we concluded that these assets were impaired and weAg segment recorded an overall charge of $116.5 million in reserve and impairment charges in our Ag segment. This charge was primarily comprised of the impairment of construction-in-progress, land and equipment totaling $94.3 million. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

remainder of the charge included the impairment of other assets and various contract termination costsapproximately $12.2 million associated with the cessation of the project.

certain non-strategic long-lived assets that ceased operation during fiscal 2019. During the fourth quarter of fiscal 2017 our Ag segment recorded an impairment charge of $30.4 million which is included in the reserve and impairment charges line of the Consolidated Statements of Operations. The impairment resulted from the reduction in the fair value of agricultural assets held, which was determined using a market basedmarket-based approach. In addition, our Energy segment recorded an impairment charge of $32.7 million associated with the cancellation of a capital project in fiscal 2017. These impairments were included in the reserve and impairment charges (recoveries), net line of the Consolidated Statements of Operations.
    
Depreciation expense, including amortization of capital lease assets, for the years ended August 31, 2019, 2018 and 2017, 2016,was $495.3 million, $475.8 million and 2015, was $475.9 million, $437.6 million and $344.4 million, respectively.


Note 67        Other Assets
    
Other assets as of August 31, 20172019, and 20162018, are as follows:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Goodwill$154,055
 $160,414
$172,404
 $138,464
Customer lists, trademarks and other intangible assets33,330
 44,766
71,206
 29,338
Notes receivable51,596
 358,096
189,045
 211,986
Deferred purchase price receivable345,655
 
Long-term derivative assets196,913
 
36,408
 23,084
Prepaid pension and other benefits122,433
 120,693
73,100
 101,539
Capitalized major maintenance105,006
 169,054
286,890
 130,780
Cash value life insurance118,677
 112,193
122,792
 123,010
Other124,137
 127,440
60,350
 76,128
$1,251,802
 $1,092,656
Total other assets$1,012,195
 $834,329

Changes in the net carrying amount of goodwill for the years ended August 31, 2017,2019 and 2016,2018, by segment, are as follows:
Energy Ag Corporate
and Other
 TotalEnergy Ag Corporate
and Other
 Total
(Dollars in thousands)(Dollars in thousands)
Balances, August 31, 2015$552
 $142,665
 $6,898
 $150,115
Balances, August 31, 2017$552
 $127,328
 $10,574
 $138,454
Effect of foreign currency translation adjustments
 10
 
 10
Balances, August 31, 2018552
 127,338
 10,574
 138,464
Goodwill acquired during the period
 5,726
 4,048
 9,774

 61,358
 
 61,358
Effect of foreign currency translation adjustments
 1,220
 
 1,220
Goodwill disposed due to sale of business
 (695) 
 (695)
Balances, August 31, 2016$552
 $148,916
 $10,946
 $160,414
Effect of foreign currency translation adjustments
 121
 
 121
Impairment
 (5,542) 
 (5,542)
 (27,418) 
 (27,418)
Other
 (566) (372) (938)
Balances, August 31, 2017$552
 $142,929
 $10,574
 $154,055
Balances, August 31, 2019$552
 $161,278
 $10,574
 $172,404

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Goodwill of $61.4 million acquired during the third quarter of fiscal 2019 was related to our acquisition of the remaining 75% ownership in West Central Distribution ("WCD") that we did not previously own. See Note 18, Acquisitions, for additional information related to the acquisition. No goodwill has been allocated to our Nitrogen Production or Foods segments,segment, which consistconsists of investmentsa single investment accounted for under the equity method.

All long-lived assets, including property, plant and equipment, goodwill investments in unconsolidated affiliates and other identifiable intangible assets, are evaluated for impairment in accordance with U.S. GAAP. Goodwill is evaluated for impairment annually as of July 31. All long-lived assets, including goodwill, are also evaluated for impairment whenever triggering events or changes inother circumstances indicate that the carrying amount of an asset group or reporting unit may not be recoverable.

As a result of our annual goodwill impairment analyses performed as of July 31, 2019, we recorded a goodwill impairment charge of $27.4 million associated with a reporting unit in our Ag segment. The impairment charge primarily resulted from changing market dynamics that have reduced future profitability within the reporting unit, as well as strategy changes and the challenging economic environment in the agriculture industry. The impairment charge was recorded in the reserve and impairment charges (recoveries), net line item in the Consolidated Statements of Operations for the year ended August 31, 2019. No material impairments related to long-lived assets were recorded, and no goodwill impairments were identified as a result of CHS’s annual goodwill analyses performed as of May 31, 2017, or July 31, 2017. See Note 1, Organization, Basis of Presentation and Significant Accounting Policies for further details related to our change in annual goodwill impairment testing.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2018.

During the three months ended May 31, 2017, certain assets and liabilities associated with a disposal group in our Ag segment were classified as held for sale, including $5.5 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group, an impairment charge of $51.8 million which includes the allocated goodwill, was recorded in the reserve and impairment charges line item in the Consolidated Statements of Operations for the three and nine months ended May 31, 2017. During the fourth quarter of fiscal 2017, an additional impairment was recorded for $26.9 million based on subsequent developments and circumstances. As of August 31, 2017, the assets remaining within the disposal group primarily include property, plant and equipment of $8.2 million, inventories of $20.5 million, and accounts receivable of $6.3 million. This disposal group represents assets being sold as part of a broader asset portfolio review project. Negotiations for the sale of these assets are ongoing and we believe their sale will be consummated within the next 12 months. The held for sale assets and liabilities are recorded in other current assets and accounts payable in our Consolidated Balance Sheet as of August 31, 2017.
During the year ended August 31, 2016, we had acquisitions which resulted in $9.8 million of goodwill, for which we paid cash consideration of $11.9 million. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements. During the year ended August 31, 2016, we disposed of a business resulting in a reduction of $0.7 million of goodwill.
Intangible assets subject to amortization primarily include customer lists, trademarks and non-compete agreements, and are amortized over their respective useful lives (ranging from 2 to 30 years). Intangible assets of $47.2 million were acquired during fiscal 2019 related to the acquisition of the remaining 75% ownership interest in WCD that we did not previously own. See Note 18, Acquisitions, for additional information related to the acquisition. Information regarding intangible assets included in other assets on our Consolidated Balance Sheets is as follows:
August 31, 2017 August 31, 2016August 31, 2019 August 31, 2018
Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization NetCarrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net
(Dollars in thousands)(Dollars in thousands)
Customer lists$46,180
 $(14,695) $31,485
 $51,554
 $(15,550) $36,004
$84,815
 $(17,609) $67,206
 $40,815
 $(13,082) $27,733
Trademarks and other intangible assets23,623
 (21,778) 1,845
 35,015
 (26,253) 8,762
9,736
 (5,736) 4,000
 6,536
 (4,931) 1,605
Total intangible assets$69,803
 $(36,473) $33,330
 $86,569
 $(41,803) $44,766
$94,551
 $(23,345) $71,206
 $47,351
 $(18,013) $29,338
    
During the years ended August 31, 2017, and 2016, intangible assets acquired totaled $0.5 million and $2.8 million, respectively, and were primarily within our Ag segment.

Intangible assetsasset amortization expense for the years ended August 31, 20172019, 20162018, and 20152017, was $4.3$5.3 million, $6.1$3.4 million and $7.3$4.3 million, respectively. The estimated annual amortization expense related to intangible assets subject to amortization for the next five years is as follows:
 (Dollars in thousands)
Year 1$3,396
Year 23,394
Year 33,152
Year 43,069
Year 52,828
Thereafter17,395
Total $33,234
 (Dollars in thousands)
2020$5,271
20214,874
20224,706
20234,576
20244,576
Thereafter47,107
Total $71,110

The costs of turnarounds in our Energy segment are deferred when incurred and amortized on a straight-line basis over the period estimated to lapse until the next turnaround occurs, which is generally 2 to 4 years. Capitalized amounts are included in other assets on our Consolidated Balance Sheets and amortization expense related to turnaround costs is included in cost of goods sold in our Consolidated Statements of Operations. Activity related to capitalized major maintenance costs at our refineries for the years ended August 31, 2019, 2018 and 2017, is summarized below:
 Balance at
Beginning
of Year
 Cost
Deferred
 Amortization Balance at
End of Year
 (Dollars in thousands)
2017$169,054
 $3,010
 $(67,058) $105,006
2016241,588
 949
 (73,483) 169,054
201567,643
 219,898
 (45,953) 241,588
 Balance at
Beginning
of Year
 Cost
Deferred
 Amortization Balance at
End of Year
 (Dollars in thousands)
2019$130,780
 $224,406
 $(68,296) $286,890
2018105,006
 87,460
 (61,686) 130,780
2017169,054
 3,010
 (67,058) 105,006


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Note 78        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, 2017.2019.

Notes Payable

Notes payable as of August 31, 20172019, and 20162018, consisted of the following:

 Weighted-average Interest Rate     Weighted-average Interest Rate    
 2017 2016 2017 2016 2019 2018 2019 2018
 (Dollars in thousands) (Dollars in thousands)
Notes payable 2.40% 1.72% $1,695,423
 $1,803,174
 3.36% 3.50% $1,330,550
 $1,437,264
CHS Capital notes payable 1.93% 1.31% 292,792
 928,305
 2.90% 2.82% 825,558
 834,932
Total notes payableTotal notes payable $1,988,215
 $2,731,479
Total notes payable $2,156,108
 $2,272,196

In September 2015,On July 16, 2019, we amended and restated our primary committed line of credit, which is a five-year unsecured revolving credit facility with a syndicationsyndicate of domestic and international banks. The credit facility provides a committed amount of $2.75 billion that expires on July 16, 2024.
In December 2015, we entered into three
We maintain a series of uncommitted bilateral uncommitted revolving credit facilities of which one remains.that are renewed annually. Amounts borrowed under these short-term credit facilities are used to fund our working capital. The following table summarizes our primary lines of credit as of August 31, 2017,2019 and 2016:2018:
Revolving Credit Facilities Maturities Total Capacity Borrowings Outstanding Interest Rates
    2017 2017 2016  
    (Dollars in thousands)  
Committed Five-Year Unsecured Facility 2020 $3,000,000
 $480,000 $700,000 LIBOR+0.00% to 1.45%
Uncommitted Bilateral Facilities 2017 250,000
 250,000 300,000 LIBOR+0.00% to 1.05%
Primary Revolving Credit Facilities 
Fiscal Year
of Maturity
 Total Capacity Borrowings Outstanding Interest Rates
    2019 2019 2018  
    (Dollars in thousands)  
Committed five-year unsecured facility 2024 $2,750,000
 $335,000
 $
 LIBOR or base rate +0.00% to 1.45%
Uncommitted bilateral facilities 2020 630,000
 430,000
 515,000
 LIBOR or base rate +0.00% to 1.20%
In addition to our primary revolving lines of credit, we have a three-year $325.0$315.0 million committed revolving pre-export credit facility for CHS Agronegocio Industria e Comercio Ltda ("CHS Agronegocio"), our wholly-owned subsidiary, to provide financing for its working capital needs arising from its purchases and sales of grains, fertilizers and other agricultural products whichthat expires in April 2019.2020. As of August 31, 2017, the2019, no amounts were outstanding balance under the facility was $250.0 million.facility.

As of August 31, 2017,In addition to our uncommitted bilateral facilities above, our wholly-owned subsidiaries, CHS Europe S.a.r.l. and CHS Agronegocio, had uncommitted lines of credit with $433.9$342.7 million outstanding.outstanding as of August 31, 2019. In addition, our other international subsidiaries had lines of credit with a total of $168.4$155.8 million outstanding as of August 31, 2017,2019, of which $15.4$13.8 million was collateralized.

We also maintain an uncommitted bilateral facility available to multiple subsidiaries with an outstanding balance under the facility of $100.0 million as of August 31, 2017. Miscellaneous short-term notes payable totaled $13.1 million as of August 31, 2017.

CHS Capital Notes Payable

On July 18, 2017, we amended theWe have a receivables and loans securitization facility ("Securitization Facility") with certain unaffiliated financial institutions.institutions ("Purchasers"). Under the Securitization Facility, CHS Capitalwe and CHS bothcertain of our subsidiaries ("Originators") sell eligible Receivables they have originatedtrade accounts and notes receivable ("Receivables") to Cofina Funding, LLC ("Cofina"), a wholly owned,wholly-owned bankruptcy-remote indirect subsidiary of CHS. Cofina in turn sellstransfers the purchased Receivables in their entirety to the Purchasers. Prior to the amended Securitization Facility in July 2017, the transfer of Receivables wasPurchasers, which is accounted for as a secured borrowing. UnderWe use the terms ofproceeds from the amended Securitization Facility, CHS accounts for Receivables sold under the facility as a sale of financial assets and derecognizes the sold Receivables from its Consolidated Balance Sheets. The amount available under the Facility fluctuates over time based on the total amount of eligible Receivables generated during the normal course of business, with maximum availability of $700.0 million. As of August 31, 2017, the total availability under the Securitization Facility for general corporate purposes and settlements are made on a monthly basis. The Securitization Facility was $618.0 million, of which all has been utilized.amended on June 27, 2019, to extend its termination date to June 26, 2020. The termination date may be extended.







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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the period from July 2017 through an amendment of the Securitization Facility in June 2018, CHS accounted for Receivables sold under the Securitization Facility as a sale of financial assets pursuant to ASC 860, Transfers and Servicing, and the Receivables sold were derecognized from our Consolidated Balance Sheets. The following table is a reconciliation of the beginning and ending balances of the Deferred Purchase Price ("DPP") receivable, including the long-term portion included in other assets, for the year ended August 31, 2018.
 2018
 (Dollars in thousands)
Balance - beginning of year$548,602
Cash collections on DPP receivable(10,961)
Transfer of receivables(386,900)
Monthly settlements, net(169,827)
Fair value adjustment19,086
Balance - end of year$

On September 4, 2018, we entered into a repurchase facility ("Repurchase Facility") related to the Securitization Facility. Under the Repurchase Facility, we are able to borrow up to $150.0 million, collateralized by a subordinated note issued by Cofina in favor of the Originators and representing a portion of the outstanding balance of the Receivables sold by the Originators to Cofina under the Securitization Facility. As of August 31, 2019, the outstanding balance under the Repurchase Facility was $150.0 million.

CHS Capital has available credit under a master participation agreementsagreement with numerous counterparties. Prior to the fourth quarter of fiscal 2017 all borrowingsone counterparty. Borrowings under these agreements were accounted for as secured borrowings. During the fourth quarter of fiscal 2017 certain of these agreements were amended resulting in the Company accounting for the participations as the sale of financial assets. As of August 31, 2017, the remaining participationsthis agreement are accounted for as secured borrowings and bear interest at variable rates ranging from 2.61% to 4.45%.4.19% as of August 31, 2019. As of August 31, 2017,2019, the total funding commitment under these agreementsthis agreement was $94.1$5.0 million, of which $29.4$2.3 million was borrowed.

CHS Capital sells loan commitments it has originated to ProPartners Financial ("ProPartners") on a recourse basis. The total capacity for commitments under the ProPartners program is $265.0 million. The total outstanding commitments under the program totaled $220.2were $65.8 million as of August 31, 2017,2019, of which $144.1$42.3 million was borrowed under these commitments with an interest rate of 2.45%3.36%.

CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates ranging from 0.10%0.35% to 0.90%1.40% as of August 31, 2017,2019, and are due upon demand. Borrowings under these notes totaled $119.3$63.8 million as of August 31, 2017.2019.


























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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-Term Debt

During the year ended August 31, 2019, we repaid approximately $153.6 million of long-term debt consisting of scheduled debt maturities and optional prepayments. There were no new material borrowings of long-term debt during fiscal 2019. Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 20172019, and 20162018, are presented in the table below.
   2017 2016
   (Dollars in thousands)
6.18% unsecured notes $400 million face amount, due in equal installments beginning in 2014 through 2018 $80,000
 $160,000
5.60% unsecured notes $60 million face amount, due in equal installments beginning in 2012 through 2018 4,615
 13,846
5.78% unsecured notes $50 million face amount, due in equal installments beginning in 2014 through 2018 10,000
 20,000
4.00% unsecured notes $100 million face amount, due in equal installments beginning in 2017 through 2021 80,000
 100,000
4.08% unsecured notes $130 million face amount, due in 2019 (a)
 130,690
 141,344
4.52% unsecured notes $160 million face amount, due in 2021 (a)
 163,496
 162,633
4.67% unsecured notes $130 million face amount, due in 2023 (a)
 135,792
 138,101
4.39% unsecured notes $152 million face amount, due in 2023 152,000
 152,000
3.85% unsecured notes $80 million face amount, due in 2025 80,000
 80,000
3.80% unsecured notes $100 million face amount, due in 2025 100,000
 100,000
4.58% unsecured notes $150 million face amount, due in 2025 149,293
 150,000
4.82% unsecured notes $80 million face amount, due in 2026 80,000
 80,000
4.69% unsecured notes $58 million face amount, due in 2027 58,000
 58,000
4.74% unsecured notes $95 million face amount, due in 2028 95,000
 95,000
4.89% unsecured notes $100 million face amount, due in 2031 100,000
 100,000
4.71% unsecured notes $100 million face amount, due in 2033 100,000
 100,000
5.40% unsecured notes $125 million face amount, due in 2036 125,000
 125,000
Private Placement debt 1,643,886
 1,775,924
5.59% unsecured term loans from cooperative and other banks, due in equal installments beginning in 2013 through 2018 15,000
 45,000
2.25% unsecured term loans from cooperative and other banks, due in 2025 (b)
 430,000
 300,000
Bank financing 445,000
 345,000
Capital lease obligations 33,075
 105,708
Other notes and contracts with interest rates from 1.30% to 15.25% 62,652
 76,147
Deferred financing costs (4,820) (5,574)
Total long-term debt 2,179,793
 2,297,205
Less current portion 156,345
 214,329
Long-term portion $2,023,448
 $2,082,876
   2019 2018
   (Dollars in thousands)
4.00% unsecured notes $100 million face amount, due in equal installments beginning in fiscal 2017 through fiscal 2021 $40,000
 $60,000
4.08% unsecured notes $130 million face amount, due in fiscal 2019 (a)
 
 129,229
4.52% unsecured notes $160 million face amount, due in fiscal 2021 (a)
 161,978
 157,528
4.67% unsecured notes $130 million face amount, due in fiscal 2023 (a)
 136,086
 128,577
4.39% unsecured notes $152 million face amount, due in fiscal 2023 152,000
 152,000
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 151,776
 145,213
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
4.74% unsecured notes $95 million face amount, due in fiscal 2028 95,000
 95,000
4.89% unsecured notes $100 million face amount, due in fiscal 2031 100,000
 100,000
4.71% unsecured notes $100 million face amount, due in fiscal 2033 100,000
 100,000
5.40% unsecured notes $125 million face amount, due in fiscal 2036 125,000
 125,000
Private Placement debt 1,379,840
 1,510,547
2.25% unsecured term loans from cooperative and other banks, due in fiscal 2025 (b)
 366,000
 366,000
Bank financing 366,000
 366,000
Capital lease obligations 28,239
 25,280
Other notes and contracts with interest rates from 1.30% to 15.25% 18,601
 32,607
Deferred financing costs (3,569) (4,179)
Total long-term debt 1,789,111
 1,930,255
Less current portion 39,210
 167,565
Long-term portion $1,749,901
 $1,762,690


(a) We have entered into interest rate swaps designated as fair value hedging relationships with these notes. Changes in the fair value of the swaps are recorded each period with a corresponding adjustment to the carrying value of the debt. See Note 13, Derivative Financial Instruments and Hedging Activities, for more information.
(a)
(b) Borrowings are variable under the agreement and bear interest at a base rate (or LIBOR) plus an applicable margin.
We have entered interest rate swaps designated as fair value hedging relationships with these notes. Changes in the fair value of the swaps are recorded each period with a corresponding adjustment to the carrying value of the debt. See Note 12, Derivative Financial Instruments and Hedging Activities for more information.
(b)
Borrowings are variable under the agreement and bear interest at a base rate (or a LIBO rate) plus an applicable margin.
As of August 31, 2017,2019, the carrying value of our long-term debt approximated its fair value, which is estimated to be $2.1$1.9 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). We have outstanding interest rate swaps designated as fair value hedges of select portions of our fixed-rate debt. During fiscal 2017,2019, we recorded corresponding fair value adjustments of $12.8$21.2 million, which are included in the amounts in the table above. See Note 12,13, Derivative Financial Instruments and Hedging Activities, for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


In September 2015, we enteredWe have a ten-year10-year term loan with a syndicationsyndicate of banks. The agreement provides for committed term loans in an amount up to $600.0 million. The full amount was drawn down in January 2016. Amounts drawn under this agreement that are subsequently repaid or prepaid may not be reborrowed. Principal on the term loans is payable in full on September 4, 2025. Borrowings under the agreement bear interest at a base rate (or a LIBO rate) plus an applicable margin, or at a fixed rate of interest determined and quoted by the administrative agent under the agreement in its sole and absolute discretion from time to time. The applicable margin is based on our leverage ratio and ranges between 1.50% and 2.00% for LIBO rate loans and between 0.50% and 1.00% for base rate loans. As of August 31, 2017, $300.02019, $236.0 million wasof term loans were outstanding under this agreement.

In January 2016, we consummated a private placement of long-term notes in the aggregate principal amount of $680.0 million with certain accredited investors, which long-term notes are layered into six series which are included in the table above.

In June 2016, we amended the ten-year term loan so that $300.0 million of the $600.0 million loan balance possessed The agreement includes a revolving feature, whereby we wereare able to pay down and re-advance an amount up to the referenced $300.0 million. The revolving feature matured on September 1, 2017, and the total funded loan balance on that day reverted to a non-revolving term loan. No other material changes were made to the original terms and conditionsmillion of the ten-year term loan.$600.0 million. During fiscal 2017, we re-advanced $130.0 million under the revolving provision of the loan. The termsAs of August 31, 2019, $130.0 million of revolving loans were outstanding under this agreement. Principal on the re-advance are the same as the termsoutstanding balances is payable in full in September 2025.

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Table of the original term loan.Contents


Long-term debt outstanding as of August 31, 2017,2019, has aggregate maturities, excluding fair value adjustments and capital leases (see Note 5,6, Property, Plant and Equipment, for a schedule of minimum future lease payments under capital leases), as follows:
(Dollars in thousands)(Dollars in thousands)
2018$149,050
2019167,412
202031,478
$32,812
2021182,949
180,663
2022126
66
2023282,066
20242,620
Thereafter1,611,385
1,256,525
Total $2,142,400
$1,754,752
    

Interest expense for the years ended August 31, 2019, 2018 and 2017, 2016, and 2015, was $171.2$167.1 million, $113.7$149.2 million and $70.7$171.2 million, respectively, net of capitalized interest of $9.4 million, $6.7 million and $6.9 million, $30.3 million and $57.3 million.respectively.     


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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 89        Income Taxes

The provision for (benefit from) income taxes for the years ended August 31, 2017, 2016,2019, 2018 and 20152017 is as follows:
 2019 2018 2017
 (Dollars in thousands)
Current:     
Federal$211
 $15,576
 $8,394
State3,815
 7,041
 (1,787)
Foreign(2,630) 20,268
 6,736
Total Current1,396
 42,885
 13,343
Deferred:     
Federal(4,923) (146,780) (173,184)
State(8,491) (127) (13,244)
Foreign(438) (54) (8,039)
Total Deferred(13,852) (146,961) (194,467)
Total$(12,456) $(104,076) $(181,124)

Domestic income before income taxes was $825.7 million, $717.4 million and $158.5 million for the years ended August 31, 2019, 2018 and 2017, respectively. Foreign loss before income taxes was $3.1 million, $46.2 million and $268.7 million for the years ended August 31, 2019, 2018 and 2017, respectively.

On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Act") was enacted into law. The Tax Act provides for significant U.S. tax law changes that reduced our federal corporate statutory tax rate from 35% to 21% as of January 1, 2018. As a fiscal year-end taxpayer, our annual statutory federal corporate tax rate applicable to fiscal 2018 was a blended rate of 25.7%. For fiscal 2019, the annual statutory federal corporate tax rate was 21%.

The Tax Act initially repealed the Domestic Production Activities Deduction ("DPAD") and enacted the Deduction for Qualified Business Income of Pass-Thru Entities ("QBI Deduction"); however, the Consolidated Appropriations Act, 2018 ("Appropriations Act") enacted into law on March 23, 2018, impacted these deductions. The Appropriations Act modifies the QBI Deduction under Section 199A of the Tax Act to reenact DPAD for agricultural and horticultural cooperatives as it existed prior to enactment of the Tax Act and modifies the QBI Deduction available to cooperative patrons as enacted by the Tax Act. All references to the Tax Act below include modifications introduced by the Appropriations Act.

F-26

 2017 2016 2015
 (Dollars in thousands)
Current:     
    Federal$(1,767) $3,386
 $(47,695)
    State2,695
 3,972
 3,891
    Foreign(7,088) 12,729
 1,335
 (6,160) 20,087
 (42,469)
Deferred:     
    Federal(162,223) (30,758) 29,348
    State(15,977) 8,512
 (2,799)
    Foreign2,285
 (1,932) 3,755
 (175,915) (24,178) 30,304
Total$(182,075) $(4,091) $(12,165)
Table of Contents


Deferred taxes are comprised of basis differences related to investments, accrued liabilities and certain federal and state tax credits.

Domestic income before income taxes was $213.8 million, $490.8 million, and $824.9 million for the years ended August 31, 2017, 2016, and 2015, respectively. Foreign income before taxes was ($268.7) million, ($70.9) million, and ($56.7) million for the years ended August 31, 2017, 2016, and 2015, respectively.

Deferred tax assets and liabilities as of August 31, 2017,2019 and 2016,2018, are as follows:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Deferred tax assets: 
  
 
  
Accrued expenses$226,964
 $87,251
$62,245
 $138,417
Postretirement health care and deferred compensation82,682
 111,983
42,747
 41,797
Tax credit carryforwards166,213
 143,252
152,347
 154,240
Loss carryforwards169,724
 155,966
136,435
 104,519
Nonqualified equity152,835
 30,168
290,447
 178,046
Major maintenance
 5,484
Other55,119
 30,627
97,071
 83,580
Deferred tax assets valuation(284,716) (194,277)
Deferred tax assets valuation reserve(246,344) (230,373)
Total deferred tax assets568,821
 364,970
534,948
 475,710
Deferred tax liabilities: 
  
 
  
Pension31,050
 26,516
11,237
 19,397
Investments129,985
 107,716
99,838
 98,608
Major maintenance2,115
 4,970
4,679
 
Property, plant and equipment712,195
 681,160
560,334
 513,238
Other25,964
 29,905
1,760
 26,828
Total deferred tax liabilities901,309
 850,267
677,848
 658,071
Net deferred tax liabilities$332,488
 $485,297
$142,900
 $182,361

We have total gross loss carry forwardscarryforwards of $689.2$626.4 million, of which $458.1$363.6 million will expire over periods ranging from fiscal 20182020 to fiscal 2039.2041. 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 determined thatassessed whether a valuation allowance was required fornecessary to reduce specific foreign loss carry forwardscarryforwards to amounts we believe are more likely than not to be realized as of August 31, 2017.2019. If theseour estimates prove inaccurate, a change inadjustments to the valuation allowance, up or down, couldallowances may be

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

required in the future.future with gains or losses being charged to income in the period such determination is made. During fiscal 2017,2019, valuation allowances related to foreign operations increaseddecreased by $61.9$15.1 million due to net operating loss carry forwardscarryforwards and other timing differences. CHS McPherson Refinery Inc. ("CHS McPherson") (formerly known as National Cooperative Refinery Association ("NCRA"))refinery's gross state tax credit carry forwardscarryforwards for income tax arewere approximately $172.9$123.3 million and $133.5$121.6 million as of August 31, 2017,2019 and 2016,2018, respectively. During the year ended August 31, 2017,2019, the valuation allowance for CHSthe McPherson refinery increased by $26.6$0.8 million, net of federal tax, due to a change in the amount of state tax credits that arewill be available for use and estimated to be utilized. The significant increase in state tax credit carry forwards is the result of the CHS McPherson expansion project being placed in service during fiscal 2017, resulting in a corresponding increase in valuation allowance. CHS McPherson'srefinery's valuation allowance on Kansas state credits is necessary due to the limited amount of Kansas taxable income generated in Kansas by the combined group on an annual basis.

Our foreign tax credit of $11.2 million was generated in fiscal 2018 and will expire in 10 years. Our alternative minimum tax credit of $8.1$14.1 million will not expire. Our general business credits of $60.0$79.3 million, comprised primarily of low sulfurlow-sulfur diesel credits, will begin to expire on August 31, 2027. Our2027, and our state tax credits of $172.9$123.0 million will beginbegan to expire on August 31, 2018.2019.

As of August 31, 2017,2019 and 2016,2018, net deferred tax assets of $0.7$0.1 million and $2.5$0.4 million, respectively, were included in other assets, respectively.assets.

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The reconciliation of the statutory federal income tax rates to the effective tax rates for the years ended August 31, 2017, 2016,2019, 2018 and 20152017 is as follows:
2017 2016 20152019 2018 2017
Statutory federal income tax rate35.0 % 35.0 % 35.0 %21.0 % 25.7 % 35.0 %
State and local income taxes, net of federal income tax benefit24.7
 0.4
 (0.5)(0.7) 0.7
 12.1
Patronage earnings192.0
 (23.2) (29.0)(14.3) (13.6) 91.7
Domestic production activities deduction64.7
 (13.2) (5.6)(9.9) (8.4) 30.5
Export activities at rates other than the U.S. statutory rate145.3
 1.5
 (0.2)0.2
 6.1
 51.6
U.S. tax reform
 (23.2) 
Intercompany transfer of business assets
 (6.1) 
Increase in unrecognized tax benefits0.2
 6.8
 
Valuation allowance(182.3) 19.6
 (0.1)0.3
 (3.4) (77.1)
Tax credits45.8
 (11.8) (0.8)0.4
 0.7
 22.8
Crack spread contingency9.6
 (5.0) (1.7)
 
 4.8
Other(2.9) (4.3) 1.3
1.3
 (0.8) (7.0)
Effective tax rate331.9 % (1.0)% (1.6)%(1.5)% (15.5)% 164.4 %

The componentsPrimary drivers of the fiscal 2019 income tax benefit are retaining the current DPAD benefit and deducting previously disallowed DPAD available from the carryback of excise tax credits, which were partially offset by an increase in our unrecognized deferred tax benefit as described below. Primary drivers of the fiscal 2018 income tax benefit were recognition of deferred benefits from revaluation of our net deferred tax liability resulting from the Tax Act, an intercompany transfer of a business on December 1, 2017, and a current tax benefit from retaining a significant portion of the DPAD, which were partially offset by deferred tax expense from an increase in our unrecognized tax benefit as described below.
Components of the income tax benefit disclosed as a percentage of income (loss) before income taxes in the reconciliation of the statutory federal income tax rate for the year ended August 31, 2017, arewere magnified because our fiscal 2017 income tax benefit iswas unusually large in comparisonrelation to our income (loss) before income taxes. The primaryPrimary drivers of the fiscal 2017 income tax benefit are thewere recognition of deferred tax benefits related to the issuance of non-qualified equity certificates infor fiscal 2013 and 2014, which is disclosed within ‘Patronage earnings’"Patronage earnings" and U.S. and Brazil deductions related to thea Brazilian trading partner loss, which are disclosed within ‘Statutory"Statutory federal income tax rate’rate" and ‘Export"Export activities at rates other than the U.S. statutory rate’,rate," respectively, as well as a current tax benefit from retaining a significant portion of the domestic production activities deduction.DPAD. A significant income tax expense within the fiscal 2017 income tax benefit is an increase in the valuation allowance against deferred tax assets generated in thea Brazilian trading partner loss and Kansas state tax credits.

We file income tax returns in the U.S. federal jurisdiction, andas 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. In addition to the current year, fiscal 2007 through 20162018 remain subject to examination, at least for certain issues.







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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We account for our income tax provisions in accordance with ASC Topic 740, Income Taxes, which prescribes a minimum threshold that a tax provision is required to meet before being recognized in our consolidated financial statements. This interpretation requires us to recognize in our consolidated financial statements tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the position. ReconciliationA reconciliation of the gross beginning and ending amounts of unrecognized tax benefits for the periods presented follows:
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Balance at beginning of period$37,105
 $72,181
 $72,181
$91,135
 $37,830
 $37,105
Additions attributable to current year tax positions725
 1,387
 
14,162
 3,640
 725
Additions attributable to prior year tax positions
 49,665
 
Reductions attributable to prior year tax positions
 (36,463) 
(4,169) 
 
Balance at end of period$37,830
 $37,105
 $72,181
$101,128
 $91,135
 $37,830


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Table of Contents


During fiscal 2019, we increased our unrecognized tax benefits as a result of proposed tax regulations related to DPAD and decreased our unrecognized tax benefits for excise tax credits related to blending and sales of renewable fuels deducted from income taxes. During fiscal 2018, adverse judicial opinions received by other taxpayers with similar filing positions resulted in an increase to our unrecognized tax benefits primarily for excise tax credits related to blending and sales of renewable fuels deducted from income taxes. During fiscal 2017, we increased our unrecognized tax benefits for excise tax credits related to the blending and salesales of renewable fuels deducted for income taxes. During fiscal 2016, we decreased our unrecognized tax benefits due to the settlement with the Internal Revenue Service and increased our unrecognized tax benefits for excise tax credits related to the blending and sale of renewable fuels deducted forfrom income taxes.

If we were to prevail on all tax positions taken relatingin relation to uncertain tax positions, all$93.3 million of the unrecognized tax benefits would ultimately benefit theour effective tax rate. WeHowever, we do not believe it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes. We recognized $1.7 million and $1.2 million for interest and penalties related to unrecognized tax benefits in our Consolidated Statement of Operations for the year ended August 31, 2019 and 2018, respectively, and a related $2.9 million and $1.2 million interest payable on our Consolidated Balance Sheet as of August 31, 2019 and 2018, respectively. No amountsinterest or penalties were recognized in our Consolidated Statements of Operations for interest related to unrecognized tax benefits for the yearsyear ended August 31, 2017, 2016, and 2015. We recorded no interest payable related to unrecognized tax benefitswas recorded on our Consolidated Balance SheetsSheet as of August 31, 2017, and 2016.

2017.

Note 910        Equities

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 non-qualified capital equity certificates. Total non-qualified patronage distributions refunds for fiscal 20172019 are estimated to be $126.3$562.4 million, with the qualified cash portion estimated to be $90.0 million and non-qualified equity distributions of $472.4 million. No portion of annual net earnings for fiscal 20172019 will be issued in the form of cash or qualified capital equity certificates. Patronage distributions for fiscal 2018 were $428.8 million, with a $75.8 million cash portion. The actual patronage distributions and cash portion for fiscal 2017 and 2016 2015,were $128.8 million (with no cash portion) and 2014 were $257.5 million ($103.9 million in cash), $627.2 million ($251.7 million in cash), and $821.5 million ($271.2 million in cash), respectively.

Annual net savingsearnings 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 2017, 2016,2019, 2018 and 20152017 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 into two pools, one for non-individuals (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. Beginning with fiscal 2017 patronage (for which distributions will be made in fiscal 2018), individuals will also be able to participate in an annualThe CHS redemption policy includes a redemption program for individuals similar to the one that was previously onlyis available to non-individual members.members, subject to CHS Board of Directors overall discretion whether to redeem outstanding equity. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2017,2019, that will be distributed in fiscal 2018,2020, to be approximately $10.0 million and are$90.0 million. This amount is classified as a current liability on our August 31, 20172019, Consolidated Balance Sheet. During the years ended August 31, 2017, 2016,2019, 2018 and 2015,2017, we redeemed in cash, outstanding owners' equities in accordance with authorization from the Board of Directors, in the amounts of $85.5 million, $8.8 million and $35.3 million, $23.9 million and $128.9 million, respectively.


F-27

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In March 2017, we redeemed approximately $20.0 million of patrons' equities by issuing 695,390 shares of Class B Cumulative Redeemable Preferred Stock, Series 1 ("Class B Series 1 Preferred Stock"), with a total redemption value of $17.4 million, excluding accumulated dividends. Each share of Class B Series 1 Preferred Stock was issued in redemption of $28.74 of patrons' equities in the form of capital equity certificates. Additionally, in fiscal 2016, we redeemed approximately $76.8 million


F-29

Table of patrons' equities by issuing 2,693,195 shares of Class B Series 1 Preferred Stock with a total redemption value of $67.3 million, excluding accumulated dividends. Each share of Class B Series 1 Preferred Stock was issued in redemption of $28.50 of patrons' equities in the form of capital equity certificates.Contents


Preferred Stock    
    
The following is a summary of our outstanding preferred stock as of August 31, 2017,2019, all shares of which are listed and traded on the Global Select Market of NASDAQ:Nasdaq:
 NASDAQ symbol Issuance date Shares outstanding Redemption value Net proceeds (a) 
Dividend rate
 (b) (c)
 Dividend payment frequency Redeemable beginning (d) Nasdaq Symbol Issuance Date Shares Outstanding Redemption Value Net Proceeds (a) 
Dividend Rate
 (b) (c)
 Dividend Payment Frequency Redeemable Beginning (d)
   (Dollars in millions)      (Dollars in millions)   
8% Cumulative Redeemable CHSCP (e) 12,272,003
 $306.8
 $311.2
 8.00% Quarterly 7/18/2023 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 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 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 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 CHSCL 1/21/2015 20,700,000
 517.5
 501.0
 7.50% Quarterly 1/21/2025
(a)
(a) Includes patrons' equities redeemed with preferred stock.

(b) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10% per year until March 31, 2024, and then at a rate equal to the three-month LIBOR plus 4.298%, not to exceed 8.00% per annum, subsequent to March 31, 2024.

(c) The 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 at a rate equal to the three-month LIBOR plus 4.155%, not to exceed 8.00% per annum, subsequent to September 30, 2024.

(d) Preferred stock is 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
Includes patrons' equities redeemed with preferred stock.
(b)
The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10% per year until March 31, 2024, and then at a rate equal to the three-month LIBOR plus 4.298%, not to exceed 8.00% per annum, subsequent to March 31, 2024.
(c)
The 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 at a rate equal to the three-month LIBOR plus 4.155%, not to exceed 8.00% per annum, subsequent to September 30, 2024.
(d)
Preferred stock is 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.
    
We made dividend payments on our preferred stock of $167.6$168.7 million, $163.3$168.7 million and $133.7$167.6 million, during the years ended August 31, 2017, 20162019, 2018 and 2015,2017, respectively. As of August 31, 2017,2019, we have no authorized but unissued shares of preferred stock.

The following is a summary of dividends per share by class of preferred stock for the years ended August 31, 2019 and 2018.
   For the Years Ended August 31,
 Nasdaq Symbol 2019 2018
   (Dollars per share)
8% Cumulative RedeemableCHSCP $2.00
 $2.00
Class B Cumulative Redeemable, Series 1CHSCO 1.97
 1.97
Class B Reset Rate Cumulative Redeemable, Series 2CHSCN 1.78
 1.78
Class B Reset Rate Cumulative Redeemable, Series 3CHSCM 1.69
 1.69
Class B Cumulative Redeemable, Series 4CHSCL 1.88
 1.88


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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) by component, for the years ended August 31, 2017, 2016,2019, 2018 and 20152017 are as follows:
Pension and Other Postretirement Benefits Unrealized Net Gain (Loss) on Available for Sale Investments Cash Flow Hedges Foreign Currency Translation Adjustment TotalPension and Other Postretirement Benefits Unrealized Net Gain (Loss) on Available for Sale Investments Cash Flow Hedges Foreign Currency Translation Adjustment Total
(Dollars in thousands)(Dollars in thousands)
Balance as of August 31, 2014, net of tax$(151,852) $4,398
 $(2,722) $(6,581) $(156,757)
Other comprehensive income (loss), before tax:         
Amounts before reclassifications(54,284) (396) (5,001) (30,672) (90,353)
Amounts reclassified out21,681
 
 792
 
 22,473
Total other comprehensive income (loss), before tax(32,603) (396) (4,209) (30,672) (67,880)
Tax effect12,726
 154
 1,607
 (4,057) 10,430
Other comprehensive income (loss), net of tax(19,877) (242) (2,602) (34,729) (57,450)
Balance as of August 31, 2015, net of tax(171,729) 4,156
 (5,324) (41,310) (214,207)
Other comprehensive income (loss), before tax:         
Amounts before reclassifications(10,512) 2,447
 (11,353) (1,036) (20,454)
Amounts reclassified out20,998
 
 5,071
 469
 26,538
Total other comprehensive income (loss), before tax10,486
 2,447
 (6,282) (567) 6,084
Tax effect(3,903) (947) 2,410
 (1,163) (3,603)
Other comprehensive income (loss), net of tax6,583
 1,500
 (3,872) (1,730) 2,481
Balance as of August 31, 2016, net of tax(165,146) 5,656
 (9,196) (43,040) (211,726)$(165,146) $5,656
 $(9,196) $(42,844) $(211,530)
Other comprehensive income (loss), before tax:                  
Amounts before reclassifications25,216
 7,117
 1,892
 (8,472) 25,753
25,216
 7,117
 1,892
 (7,960) 26,265
Amounts reclassified out23,572
 
 1,742
 15
 25,329
26,174
 
 1,742
 15
 27,931
Total other comprehensive income (loss), before tax48,788
 7,117
 3,634
 (8,457) 51,082
51,390
 7,117
 3,634
 (7,945) 54,196
Tax effect(18,688) (2,732) (1,392) (214) (23,026)(18,688) (2,732) (1,392) (214) (23,026)
Other comprehensive income (loss), net of tax30,100
 4,385
 2,242
 (8,671) 28,056
32,702
 4,385
 2,242
 (8,159) 31,170
Balance as of August 31, 2017, net of tax$(135,046) $10,041
 $(6,954) $(51,711) $(183,670)(132,444) 10,041
 (6,954) (51,003) (180,360)
Other comprehensive income (loss), before tax:         
Amounts before reclassifications7,633
 21,078
 1,031
 (10,062) 19,680
Amounts reclassified out21,804
 (25,534) 1,704
 (2,042) (4,068)
Total other comprehensive income (loss), before tax29,437
 (4,456) 2,735
 (12,104) 15,612
Tax effect(9,371) 1,308
 (195) 83
 (8,175)
Other comprehensive income (loss), net of tax20,066
 (3,148) 2,540
 (12,021) 7,437
Reclassification of tax effects to capital reserves(27,957) 1,968
 (1,468) 465
 (26,992)
Balance as of August 31, 2018, net of tax(140,335) 8,861
 (5,882) (62,559) (199,915)
Other comprehensive income (loss), before tax:         
Amounts before reclassifications(51,118) 
 37,709
 (9,990) (23,399)
Amounts reclassified out10,279
 
 (9,843) 
 436
Total other comprehensive income (loss), before tax(40,839) 
 27,866
 (9,990) (22,963)
Tax effect8,280
 
 (7,670) 41
 651
Other comprehensive income (loss), net of tax(32,559) 
 20,196
 (9,949) (22,312)
Reclassifications416
 (8,861) 983
 2,756
 (4,706)
Balance as of August 31, 2019, net of tax$(172,478) $
 $15,297
 $(69,752) $(226,933)
    
Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges, available-for-sale investments and foreign currency translation adjustments, and were recorded to net income.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 10,11, Benefit Plans, for further information). Gains or losses on the sale of available-for-sale investments are recorded to other income. Foreign currency translation reclassifications related to sales of businesses are recorded to other income.

During fiscal 2016, interest rate swaps accounted for as cash flow hedges, were terminated as the issuance of the underlying debt was no longer probable. As a result, a $3.7 million loss was reclassified from accumulated other comprehensive loss into net income. This pre-tax loss is included as a component of interest expense in our Consolidated Statement of Operations for the year ended August 31, 2016.


F-29

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 1011        Benefit Plans

We have various pension and other defined benefit andas well as defined contribution plans in which substantially all employees may participate. We also have non-qualified supplemental executive and Board retirement plans.

F-31

Table of Contents


Financial information on changes in projected benefit obligation, plan assets funded and balance sheetssheet status as of August 31, 20172019, and 2016,2018, is as follows:
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
2017 2016 2017 2016 2017 20162019 2018 2019 2018 2019 2018
(Dollars in thousands)(Dollars in thousands)
Change in benefit obligation: 
  
  
  
  
  
 
  
  
  
  
  
Benefit obligation at beginning of period$812,749
 $730,795
 $32,696
 $33,184
 $36,779
 $41,997
Projected benefit obligation at beginning of period$767,184
 $806,174
 $20,755
 $25,599
 $29,790
 $31,836
Service cost42,149
 37,533
 1,206
 1,035
 1,160
 1,412
38,592
 39,677
 311
 548
 1,053
 943
Interest cost22,999
 30,773
 843
 1,406
 930
 1,709
28,396
 24,007
 747
 711
 1,094
 908
Actuarial (gain) loss(10,054) 361
 (5,692) (3,333) (4,650) (4,892)(9,606) 3,146
 76
 205
 (2,596) (623)
Assumption change(17,750) 57,385
 (655) 2,679
 (775) 2,602
102,441
 (36,515) 1,841
 (783) 3,398
 (1,612)
Plan amendments
 411
 
 (1,045) 
 (4,495)18
 244
 
 
 
 
Settlements
 
 (2,131) 
 
 
(615) 
 (3,975) (4,824) 
 
Benefits paid(43,919) (44,509) (668) (1,230) (1,608) (1,554)(49,714) (69,549) (708) (701) (1,641) (1,662)
Benefit obligation at end of period$806,174
 $812,749
 $25,599
 $32,696
 $31,836
 $36,779
Projected benefit obligation at end of period$876,696
 $767,184
 $19,047
 $20,755
 $31,098
 $29,790
Change in plan assets: 
  
  
  
  
  
 
  
  
  
  
  
Fair value of plan assets at beginning of period$883,265
 $796,379
 $
 $
 $
 $
$829,616
 $875,820
 $
 $
 $
 $
Actual gain (loss) on plan assets36,474
 88,089
 
 
 
 
90,139
 23,345
 
 
 
 
Company contributions
 43,306
 2,799
 1,230
 1,608
 1,554
40,001
 
 4,683
 5,525
 1,641
 1,662
Settlements
 
 (2,131) 
 
 
(615) 
 (3,975) (4,824) 
 
Benefits paid(43,919) (44,509) (668) (1,230) (1,608) (1,554)(49,714) (69,549) (708) (701) (1,641) (1,662)
Fair value of plan assets at end of period$875,820
 $883,265
 $
 $
 $
 $
$909,427
 $829,616
 $
 $
 $
 $
Funded status at end of period$69,646
 $70,516
 $(25,599) $(32,696) $(31,836) $(36,779)$32,731
 $62,432
 $(19,047) $(20,755) $(31,098) $(29,790)
Amounts recognized on balance sheet: 
  
  
  
  
  
 
  
  
  
  
  
Non-current assets$70,019
 $70,594
 $
 $
 $
 $
$32,731
 $62,432
 $
 $
 $
 $
Accrued benefit cost:                      
Current liabilities
 
 (2,270) (1,880) (2,140) (2,490)
 
 (1,580) (1,780) (2,040) (2,040)
Non-current liabilities(373) (78) (23,329) (30,816) (29,696) (34,289)
 
 (17,467) (18,975) (29,058) (27,750)
Ending balance$69,646
 $70,516
 $(25,599) $(32,696) $(31,836) $(36,779)$32,731
 $62,432
 $(19,047) $(20,755) $(31,098) $(29,790)
Amounts recognized in accumulated other comprehensive loss (pretax): 
  
  
  
  
  
 
  
  
  
  
  
Prior service cost (credit)$2,481
 $4,021
 $363
 $(641) $(4,281) $(4,847)$1,117
 $1,288
 $(616) $(691) $(3,160) $(3,716)
Net (gain) loss236,232
 275,146
 (70) 7,815
 (16,864) (12,235)244,164
 209,606
 2,151
 427
 (15,445) (17,875)
Ending balance$238,713
 $279,167
 $293
 $7,174
 $(21,145) $(17,082)$245,281
 $210,894
 $1,535
 $(264) $(18,605) $(21,591)

The accumulated benefit obligation of the qualified pension plans was $740.9$833.2 million and $766.2$736.2 million at August 31, 2017,2019 and 2016,2018, respectively. The accumulated benefit obligation of the non-qualified pension plans was $20.6$16.9 million and $23.7$18.6 million at August 31, 2017,2019 and 2016,2018, respectively.

OneInformation for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below:
 For the Years Ended August 31,
 2019 2018
 (Dollars in thousands)
Projected benefit obligation$19,047
 $20,755
Accumulated benefit obligation16,907
 18,586

F-32

Table of Contents


A significant assumption for pension plan accounting is the discount rate. Historically, we have selected a discount rate each year (as of our fiscal year-end measurement date) for our plans based upon a high-quality corporate bond yield curve for which the cash flows from coupons and maturities match the year-by-year projected benefit cash flows for our pension

F-30

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

plans. The corporate bond yield curve is comprised of high-quality fixed income debt instruments available at the measurement date. At August 31, 2016, we changed to use an individual spot-rate approach, discussed below. This alternative approach focuses on measuring the service cost and interest cost components of net periodic benefit cost by using individual spot rates derived from a high-quality corporate bond yield curve and matched with separate cash flows for each future year instead of a single weighted-average discount rate approach.

As of August 31, 2016, we changed the method used to estimate the service and interest cost components of net periodic benefit cost for pension and other post-retirement benefits. This change in methodology has, and is expected to continue to result in a decrease in the service and interest cost components for the pension and other post retirement benefit costs. We historically estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. Beginning in fiscal 2017, we elected to utilize a full-yield curve approach in the determination of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We elected to make this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the measurement of our total benefit obligations at August 31, 2016, the net periodic cost recognized in fiscal 2016 or the ultimate benefit payment that must be made in the future. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.
    
Components of net periodic benefit costs for the years ended August 31, 20172019, 2016,2018 and 20152017, are as follows:
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
2017 2016 2015 2017 2016 2015 2017 2016 20152019 2018 2017 2019 2018 2017 2019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Components of net periodic benefit costs: 
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Service cost$42,149
 $37,533
 $36,006
 $1,206
 $1,035
 $875
 $1,160
 $1,412
 $1,513
$38,592
 $39,677
 $42,149
 $311
 $548
 $1,206
 $1,053
 $943
 $1,160
Interest cost22,999
 30,773
 28,046
 843
 1,406
 1,414
 930
 1,709
 1,489
28,396
 24,007
 22,999
 747
 711
 843
 1,094
 908
 930
Expected return on assets(48,235) (48,055) (49,746) 
 
 
 
 
 
(44,968) (48,159) (48,235) 
 
 
 
 
 
Settlement of retiree obligations
 
 
 (30) 
 1,635
 
 
 
51
 
 
 191
 (112) (30) 
 
 
Prior service cost (credit) amortization1,540
 1,606
 1,631
 19
 228
 228
 (565) (120) (426)190
 1,437
 1,540
 (75) 30
 19
 (556) (565) (565)
Actuarial loss amortization22,869
 19,016
 19,621
 546
 692
 1,058
 (798) (464) (431)
Net periodic benefit cost$41,322
 $40,873
 $35,558
 $2,584
 $3,361
 $5,210
 $727
 $2,537
 $2,145
Actuarial loss (gain) amortization12,348
 18,073
 22,869
 2
 61
 546
 (1,627) (1,224) (798)
Net periodic benefit cost (benefit)$34,609
 $35,035
 $41,322
 $1,176
 $1,238
 $2,584
 $(36) $62
 $727
Weighted-average assumptions to determine the net periodic benefit cost: 
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Discount rate3.60% 4.20% 4.00% 3.30% 4.20% 4.00% 3.30% 4.20% 4.20%4.23% 3.80% 3.60% 4.09% 3.53% 3.28% 4.08% 3.56% 3.30%
Expected return on plan assets5.75% 6.00% 6.50% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
5.50% 5.75% 5.75% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
Rate of compensation increase5.60% 4.90% 4.90% 5.60% 4.90% 5.15% N/A
 N/A
 N/A
5.14% 5.08% 5.60% 5.14% 5.08% 5.60% N/A
 N/A
 N/A
Weighted-average assumptions to determine the benefit obligations: 
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  
Discount rate3.80% 3.60% 4.20% 3.55% 3.30% 4.50% 3.60% 3.30% 3.75%3.06% 4.23% 3.80% 2.70% 4.09% 3.53% 2.89% 4.13% 3.56%
Rate of compensation increase5.10% 5.60% 4.90% 5.10% 5.60% 4.80% N/A
 N/A
 N/A
5.28% 5.14% 5.08% 5.28% 5.14% 5.08% N/A
 N/A
 N/A

Components of net periodic benefit costs and amounts recognized in other comprehensive income (loss) for the years ended August 31, 2019, 2018 and 2017, are as follows:
 
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
 2019 2018 2017 2019 2018 2017 2019 2018 2017
 (Dollars in thousands)
Other comprehensive income (loss): 
  
  
  
  
  
  
  
  
Prior service cost (credit)$18
 $244
 $
 $
 $
 $
 $
 $
 $
Net actuarial loss (gain)47,556
 (8,553) (16,044) 1,917
 (578) (6,345) 801
 (2,234) (5,427)
Amortization of actuarial loss (gain)(12,307) (18,073) (22,869) (2) (61) (546) 1,627
 1,224
 798
Amortization of prior service costs (credit)(190) (1,437) (1,540) 75
 (30) (19) 556
 565
 565
Settlement of retiree obligations (a)
 
 
 (191) 112
 30
 
 
 
Total recognized in other comprehensive income$35,077
 $(27,819) $(40,453) $1,799
 $(557) $(6,880) $2,984
 $(445) $(4,064)
(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net earnings.

The estimatedEstimated amortization in fiscal 20182020 from accumulated other comprehensive loss into net periodic benefit cost is as follows:
 
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 
Other
Benefits
 (Dollars in thousands)
Amortization of prior service cost (benefit)$1,540
 $30
 $(565)
Amortization of net actuarial (gain) loss18,073
 61
 (1,224)
 
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 
Other
Benefits
 (Dollars in thousands)
Amortization of prior service cost (credit)$178
 $(114) $(556)
Amortization of actuarial (gain) loss21,583
 98
 (1,392)

For measurement purposes, a 7.9%7.1% annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2017.2019. The rate was assumed to decrease gradually to 4.5% by 20252027 and remain at that level thereafter.


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Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage pointone-percentage-point change in the assumed health care cost trend rates would have the following effects:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

1% Increase 1% Decrease1% Increase 1% Decrease
(Dollars in thousands)(Dollars in thousands)
Effect on total of service and interest cost components$240
 $(200)$200
 $(170)
Effect on postretirement benefit obligation2,500
 (2,200)2,000
 (1,700)

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.

We have other contributory definedContributions depend primarily on market returns on the pension plan assets and minimum funding level requirements. During fiscal 2019, we made a discretionary contribution plans covering substantially all employees. Total contributions by us to these plans were $19.9of $40.0 million $29.5 million and $27.4 million, for the years ended August 31, 2017, 2016, and 2015, respectively.

We did not contribute to the qualified pension plans in fiscal 2017.plans. Based on the funded status of the qualified pension plans as of August 31, 2017,2019, we do not believe we will be required to contribute to these plans in fiscal 2018,2020, although we may voluntarily elect to do so. We expect to pay $4.4$3.6 million to participants of the non-qualified pension and postretirement benefit plans during fiscal 20182020.

Our retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
Gross
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
(Dollars in thousands)(Dollars in thousands)
2018$64,044
 $2,270
 $2,140
201961,510
 2,170
 2,240
202059,997
 1,960
 2,510
$72,600
 $1,580
 $2,040
202161,753
 1,950
 2,530
64,900
 1,370
 2,180
202262,869
 2,440
 2,670
61,900
 1,940
 2,410
2023-2027325,797
 11,960
 12,750
202363,900
 1,950
 2,540
202465,000
 2,030
 2,520
2025-2029326,100
 8,840
 11,110

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:
optimization of the long-term returns on plan assets at an acceptable level of risk;
maintenance of a broad diversification across asset classes and among investment managers; 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’plans' target allocation percentages range between 35%45% and 55%65% for fixed income securities and range between 45%35% and 65%55% for equity securities. 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.

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.

The investment portfolio contains a diversified portfolio of investment categories, including domestic and international 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.

Thequalified plan committee believes that with prudent risk tolerance and asset diversification, the plans should be able to meet pension obligations in the future.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Our pension plans’ recurring fair value measurements by asset category at August 31, 20172019, and 2016,2018, are presented in the tables below:
20172019
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(Dollars in thousands)(Dollars in thousands)
Cash and cash equivalents$9,988
 $
 $
 $9,988
$7,938
 $
 $
 $7,938
Equities: 
  
  
  
 
  
  
  
Mutual funds459
 
 
 459
Common/collective trust at net asset value (1)

 
 
 231,228

 
 
 209,860
Fixed income securities: 
  
  
  
 
  
  
  
Common/collective trust at net asset value (1)

 
 
 535,185

 
 
 574,296
Partnership and joint venture interests measured at net asset value (1)

 
 
 96,994

 
 
 101,641
Other assets measured at net asset value (1)

 
 
 1,966

 
 
 15,692
Total$10,447
 $
 $
 $875,820
$7,938
 $
 $
 $909,427
20162018
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
(Dollars in thousands)(Dollars in thousands)
Cash and cash equivalents$4,841
 $
 $
 $4,841
$7,424
 $
 $
 $7,424
Equities: 
  
  
  
 
  
  
  
Mutual funds507
 
 
 507
692
 
 
 692
Common/collective trust at net asset value (1)

 
 
 228,717

 
 
 216,962
Fixed income securities: 
  
  
  
 
  
  
  
Common/collective trust at net asset value (1)

 
 
 551,604

 
 
 500,637
Partnership and joint venture interests measured at net asset value (1)

 
 
 95,744

 
 
 101,954
Other assets measured at net asset value (1)

 
 
 1,852

 
 
 1,947
Total$5,348
 $
 $
 $883,265
$8,116
 $
 $
 $829,616

(1)
In accordance with ASC Topic 820-10, Fair Value Measurements,(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 statement of net assets.

Definitions for valuation levels are found in Note 13,14, Fair Value Measurements. We use the following valuation methodologies for assets measured at fair value.

Mutual funds:funds. Valued at quoted market prices, which are based on the net asset value of shares held by the plan at year end.year-end. Mutual funds traded in active markets are classified within Level 1 of the fair value hierarchy. Mutual funds measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement.

Common/Collective Trusts: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. Common/collective trusts measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Partnership and joint venture interests:interests. Valued at the net asset value of shares held by the plan at year endyear-end 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. Partnerships and joint venture interests measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement.


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Other assetsassets.: Other assets primarily includesinclude real estate funds and hedge funds held in the asset portfolio of our U.S. defined benefit pension plans. Other funds measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy in accordance with ASC Topic 820-10, Fair Value Measurement.

We are one of approximately 400 employers that contribute to the Co-op Retirement Plan ("Co-op Plan"), which is a defined benefit plan constituting a “multiple"multiple employer plan”plan" under the Internal Revenue Code of 1986, as amended, and a “multiemployer plan”"multiemployer plan" under the accounting standards. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and

If we choose to stop participating in the multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Our participation in the Co-op Plan for the years ended August 31, 20172019, 20162018, and 20152017, is outlined in the table below:
 Contributions of CHS  Contributions of CHS 
 (Dollars in thousands)  (Dollars in thousands) 
Plan Name EIN/Plan Number 2017 2016 2015 Surcharge Imposed Expiration Date of Collective Bargaining Agreement EIN/Plan Number 2019 2018 2017 Surcharge Imposed Expiration Date of Collective Bargaining Agreement
Co-op Retirement Plan 01-0689331 / 001 $1,653
 $1,862
 $2,021
 N/A N/A 01-0689331 / 001 $1,712
 $1,662
 $1,653
 N/A N/A

Our contributions for the years stated above did not represent more than 5% of total contributions to the Co-op Plan as indicated in the Co-op Plan's most recently available annual report (Form 5500).

Provisions of the Pension Protection Act of 2006 ("PPA") do not apply to the Co-op Plan because there is a special exemption for cooperative plans if the plan is maintained by more than one employer and at least 85% of the employers are rural cooperatives or cooperative organizations owned by agricultural producers. In the Co-op Plan, a “zone status”"zone status" determination is not required, and therefore not determined. In addition, the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employers. The most recent financial statements available in 20172019 and 20162018 are for the Co-op Plan's year-end at March 31, 2017,2019 and 2016,2018, respectively. In total, the Co-op Plan was at least 80% funded on those dates based on the total plan assets and accumulated benefit obligations.

Because the provisions of the PPA do not apply to the Co-op Plan, funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience.

In addition to the contributions to the Co-op Plan listed above, total contributions to individually insignificant multi-employer pension plans were immaterial in fiscal 20172019, 20162018, and 20152017.

We have other contributory defined contribution plans covering substantially all employees. Total contributions by us to these plans were $31.0 million, $24.7 million and $19.9 million, for the years ended August 31, 2019, 2018 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 1112        Segment Reporting

We are an integrated agricultural enterprise, providing grain, foods 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 grains and oilseeds, grain and oilseed processing and food products, and the production and marketing of ethanol. 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 fourthree reportable segments: Energy, Ag and Nitrogen Production and Foods.Production.


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Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag segment purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties; serves as a wholesaler and retailer of crop inputs; and produces and markets ethanol. Our Nitrogen Production segment consists solely of our equity method investment in CF Nitrogen, which was completed in February 2016 and which entitles us, pursuant to a supply agreement that we entered with CF Nitrogen, to purchase up to a specified annual quantity of granular urea and UAN annually from CF Nitrogen. The addition of the Nitrogen Production segment had no impact on historically reported segment results and balances as this segment came into existence in fiscal 2016. Our Foods segment consists solely of our equity method investment in Ventura Foods. Prior to August 31, 2016, Ventura Foods was reported as a component of Corporate and Other. Reported segment results and balances prior to August 31, 2016, have been revised to reflect the addition of the Foods segment. There were no changes to the composition of our Energy or Ag segments as a result of the addition of the Nitrogen Production and Foods segments. Corporate and Other primarily represents our non-consolidated wheat milling operations, as well as our business solutions operations,financing and hedging businesses, which primarily consists of commodities hedging, insurance and financial services related to crop production.production, and insurance which was disposed of in May 2018. Our non-consolidated investments in Ventura Foods and Ardent Mills are also included in our Corporate and Other category.

Corporate administrative expenses and interest are allocated to each business segment and Corporate and Other, based on direct usage for services that can be tracked, such as information technology and legal, and other factors or considerations relevant to the costs incurred.
    
Many of our business activities are highly seasonal and operating results vary throughout the year. For example, in our Ag segment, our crop nutrients and country operations businessesbusiness generally experienceexperiences higher volumes and income during the spring planting season and induring the fall which corresponds to harvest.harvest season and our agronomy business generally experiences higher volumes and income during the spring planting season. Our global grain marketing operations are also subject to fluctuations in volume and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop dryingcrop-drying seasons.

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

While our revenues and operating results are derived primarily from businesses and operations whichthat are wholly-owned or subsidiaries and majority-owned,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 andor do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this principally includes our 50% ownership in TEMCO. In our Nitrogen Production segment, this consists of our 11.4%approximate 10% membership interest (based on product tons) in CF Nitrogen. In our Foods segment,Corporate and Other, this consists ofprincipally includes our 50% ownership in Ventura Foods. In CorporateFoods and Other, this principally includes our 12% ownership in Ardent Mills. See Note 4,5, Investments, for more information on these entities.related to CF Nitrogen, Ventura Foods and Ardent Mills.

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.


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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the years ended August 31, 2017, 2016,2019, 2018 and 20152017 is presented in the tables below. The fiscal 2019 results for our Ag segment include results associated with our acquisition of the remaining 75% ownership interest in WCD that we did not previously own on March 1, 2019, which were not included in our prior period results. Refer to further details related to our acquisition of the remaining 75% ownership interest in WCD that we did not previously own within Note 18, Acquisitions.
Energy Ag Nitrogen Production Foods Corporate
and Other
 Reconciling
Amounts
 TotalEnergy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
(Dollars in thousands)(Dollars in thousands)
For the year ended August 31, 2017: 
  
      
  
  
Revenues$6,665,643
 $25,598,706
 $
 $
 $95,414
 $(425,012) $31,934,751
For the year ended August 31, 2019: 
  
    
  
  
Revenues, including intersegment revenues$7,581,450
 $24,736,425
 $
 $68,710
 $(486,132) $31,900,453
Operating earnings (loss)90,892
 (222,724) (18,430) (10,783) 49,248
 
 (111,797)615,662
 65,181
 (35,046) 13,805
 
 659,602
(Gain) loss on investments
 6,901
 
 
 (2,332) 
 4,569
(Gain) loss on disposal of business
 (3,886) 
 
 
 (3,886)
Interest expense18,365
 71,986
 48,893
 (231) 33,481
 (1,255) 171,239
5,719
 101,386
 55,226
 11,684
 (6,950) 167,065
Other (income) loss(1,164) (63,481) (30,534) 
 (1,491) 1,255
 (95,415)(5,548) (70,888) (2,769) (10,168) 6,950
 (82,423)
Equity (income) loss from investments(3,181) (7,277) (66,530) (36,519) (23,831) 
 (137,338)(2,697) (4,447) (160,373) (69,238) 
 (236,755)
Income (loss) before income taxes$76,872
 $(230,853) $29,741
 $25,967
 $43,421
 $
 $(54,852)$618,188
 $43,016
 $72,870
 $81,527
 $
 $815,601
           
Intersegment revenues$(400,446) $(20,313) $
 $
 $(4,253) $425,012
 $
$(462,374) $(16,353) $
 $(7,405) $486,132
 $
Capital expenditures$260,543
 $146,139
 $
 $
 $37,715
 $
 $444,397
268,877
 110,197
 
 64,142
 
 443,216
Depreciation and amortization$223,229
 $232,443
 $
 $
 $24,551
 $
 $480,223
233,624
 208,294
 
 31,293
 
 473,211
Total assets as of August 31, 2017$4,304,001
 $6,481,518
 $2,781,610
 $347,017
 $2,059,610
 $
 $15,973,756
Total assets as of August 31, 20194,401,793
 6,415,580
 2,730,306
 2,899,815
 
 16,447,494
Energy Ag Nitrogen Production Foods Corporate
and Other
 Reconciling
Amounts
 TotalEnergy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
(Dollars in thousands)(Dollars in thousands)
For the year ended August 31, 2016:             
Revenues$5,789,307
 $24,849,634
 $
 $
 $92,725
 $(384,463) $30,347,203
For the year ended August 31, 2018:           
Revenues, including intersegment revenues$8,068,717
 $25,052,395
 $
 $64,516
 $(502,281) $32,683,347
Operating earnings (loss)248,173
 52,334
 (6,193) (7,719) 23,601
 
 310,196
388,112
 93,728
 (20,619) (8,857) 
 452,364
(Gain) loss on investments
 (6,157) 
 
 (3,095) 
 (9,252)
(Gain) loss on disposal of business(65,862) (7,707) 
 (58,247) 
 (131,816)
Interest expense(22,244) 82,085
 34,437
 2,692
 27,955
 (11,221) 113,704
14,627
 94,256
 50,499
 (7,712) (2,468) 149,202
Other (income) loss(287) (46,886) 
 
 (2,405) 11,221
 (38,357)(9,698) (68,471) (3,061) (3,975) 2,468
 (82,737)
Equity (income) loss from investments(4,739) (7,644) (74,700) (75,175) (13,519) 
 (175,777)(3,063) 1,392
 (106,895) (44,949) 
 (153,515)
Income (loss) before income taxes$275,443
 $30,936
 $34,070
 $64,764
 $14,665
 $
 $419,878
$452,108
 $74,258
 $38,838
 $106,026
 $
 $671,230
           
Intersegment revenues$(341,765) $(40,336) $
 $
 $(2,362) $384,463
 $
$(479,598) $(14,914) $
 $(7,769) $502,281
 $
Capital expenditures$376,841
 $260,865
 $
 $
 $55,074
 $
 $692,780
248,207
 77,962
 
 29,243
 
 355,412
Depreciation and amortization$193,525
 $230,172
 $
 $
 $23,795
 $
 $447,492
230,230
 218,716
 
 29,104
 
 478,050
Total assets as of August 31, 2016$4,306,297
 $7,002,916
 $2,796,323
 $369,487
 $2,837,112
 $
 $17,312,135
Total assets as of August 31, 20184,168,239
 6,534,777
 2,758,668
 2,919,494
 
 16,381,178


 Energy Ag Foods Corporate
and Other
 Reconciling
Amounts
 Total
 (Dollars in thousands)
For the year ended August 31, 2015:           
Revenues$8,694,326
 $26,311,350
 $
 $74,828
 $(498,062) $34,582,442
Operating earnings (loss)523,451
 190,860
 (1,454) 2,555
 
 715,412
(Gain) loss on investments
 (2,875) 
 (2,364) 
 (5,239)
Interest expense(12,328) 62,851
 3,854
 20,625
 (4,343) 70,659
Other (income) loss(22) (6,471) 
 (8,176) 4,343
 (10,326)
Equity (income) loss from investments(2,330) (12,293) (67,955) (25,272) 
 (107,850)
Income (loss) before income taxes$538,131
 $149,648
 $62,647
 $17,742
 $
 $768,168
Intersegment revenues$(483,989) $(11,403) $
 $(2,670) $498,062
 $
Capital expenditures$696,825
 $417,950
 $
 $72,015
 $
 $1,186,790
Depreciation and amortization$148,292
 $192,438
 $
 $14,692
 $
 $355,422

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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 Energy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
 (Dollars in thousands)
For the year ended August 31, 2017:           
Revenues, including intersegment revenues$6,620,680
 $25,738,740
 $
 $95,414
 $(417,408) $32,037,426
Operating earnings (loss)75,203
 (268,884) (18,430) 38,233
 
 (173,878)
(Gain) loss on disposal of business
 2,190
 
 
 
 2,190
Interest expense18,365
 71,986
 48,893
 33,250
 (1,255) 171,239
Other (income) loss(1,099) (65,622) (30,534) (3,803) 1,255
 (99,803)
Equity (income) loss from investments(3,181) (7,277) (66,530) (60,350) 
 (137,338)
Income (loss) before income taxes$61,118
 $(270,161) $29,741
 $69,136
 $
 $(110,166)
            
Intersegment revenues$(392,842) $(20,312) $
 $(4,254) $417,408
 $
Capital expenditures260,543
 146,139
 
 37,715
 
 444,397
Depreciation and amortization223,229
 232,443
 
 24,551
 
 480,223

We have international sales, which are predominantly in our Ag segment. The following table presents our sales, based on the geographic locations in whichlocation of the sales originated,subsidiary making the sale, for the years ended August 31, 20172019, 20162018, and 20152017:
2017 2016 20152019 2018 2017
(Dollars in millions)(Dollars in thousands)
North America(a)$24,634
 $23,276
 $27,821
$27,896,269
 $29,475,724
 $29,068,842
South America1,441
 1,847
 1,529
2,027,020
 1,569,330
 1,441,316
Europe, the Middle East and Africa (EMEA)4,985
 4,166
 4,221
Europe, Middle East and Africa (EMEA)895,472
 536,501
 652,308
Asia Pacific (APAC)875
 1,058
 1,011
1,081,692
 1,101,792
 874,960
Total$31,935
 $30,347
 $34,582
$31,900,453
 $32,683,347
 $32,037,426

Included(a) Revenues in North American revenuesAmerica are substantially all attributed to revenues from the United States of $24.6 billion, $23.2 billion and $27.7 billion for the years ended August 31, 2017, 2016, and 2015, respectively.States.

Long-lived assets include our property, plant and equipment, capital lease assets and capitalized major maintenance costs. The following table presents long-lived assets by geographical region:region based on physical location:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
United States$5,359,270
 $5,532,906
$5,295,752
 $5,185,572
International102,170
 124,471
79,846
 86,927
Total$5,461,440
 $5,657,377
$5,375,598
 $5,272,499

Note 1213        Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a minor degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but we do not apply hedge accounting under ASC Topic 815, Derivatives and Hedging, except with respect to certain interest rate swap contracts whichthat are accounted for as cash flow hedges or fair value hedgesand certain future crude oil purchases that are accounted for as described below.cash flow hedges. Derivative instruments are recorded on our Consolidated Balance Sheets at fair value as described in Note 13,14, Fair Value Measurements.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables present the gross fair values of derivative assets, derivative liabilities and margin deposits (cash collateral) recorded on our Consolidated Balance Sheets, along with the related amounts permitted to be offset in accordance with U.S. GAAP. We have elected not to offset derivative assets and liabilities when we have the right of offset under ASC Topic 210-20, Balance Sheet - Offsetting;Offsetting, or when the instruments are subject to master netting arrangements under ASC Topic 815-10-45, Derivatives and Hedging - Overall.
 August 31, 2017
   Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting  
 Gross Amounts Recognized Cash Collateral Derivative Instruments Net Amounts
 (Dollars in thousands)
Derivative Assets:       
Commodity and freight derivatives$384,648
 $
 $35,080
 $349,568
Foreign exchange derivatives8,771
 
 3,636
 5,135
Interest rate derivatives - hedge9,978
 
 
 9,978
Embedded derivative asset25,533
 
 
 25,533
Total$428,930
 $
 $38,716
 $390,214
Derivative Liabilities:       
Commodity and freight derivatives$309,762
 $3,898
 $35,080
 $270,784
Foreign exchange derivatives19,931
 
 3,636
 16,295
Interest rate derivatives - hedge707
 
 
 707
Total$330,400
 $3,898
 $38,716
 $287,786
 August 31, 2019
   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$215,030
 $
 $58,726
 $156,304
Foreign exchange derivatives10,334
 
 7,108
 3,226
Embedded derivative asset21,364
 
 
 21,364
Total$246,728
 $
 $65,834
 $180,894
Derivative Liabilities       
Commodity derivatives$223,410
 $4,191
 $41,647
 $177,572
Foreign exchange derivatives20,609
 
 7,108
 13,501
Total$244,019
 $4,191
 $48,755
 $191,073

 August 31, 2016
   Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting  
 Gross Amounts Recognized Cash Collateral Derivative Instruments Net Amounts
 (Dollars in thousands)
Derivative Assets:       
Commodity and freight derivatives$500,192
 $
 $23,689
 $476,503
Foreign exchange derivatives21,551
 
 9,187
 12,364
Interest rate derivatives - hedge22,078
 
 
 22,078
Total$543,821
 $
 $32,876
 $510,945
Derivative Liabilities:       
Commodity and freight derivatives$491,302
 $811
 $23,689
 $466,802
Foreign exchange derivatives22,289
 
 9,187
 13,102
Interest rate derivatives - non-hedge8
 
 
 8
Total$513,599
 $811
 $32,876
 $479,912
 August 31, 2018
   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$313,033
 $
 $26,781
 $286,252
Foreign exchange derivatives15,401
 
 8,703
 6,698
Embedded derivative asset23,595
 
 
 23,595
Total$352,029
 $
 $35,484
 $316,545
Derivative Liabilities       
Commodity derivatives$421,054
 $12,983
 $26,781
 $381,290
Foreign exchange derivatives24,701
 
 8,703
 15,998
Total$445,755
 $12,983
 $35,484
 $397,288

Derivative assets and liabilities with maturities of less than 12 months are recorded in derivative assets and derivative liabilities, respectively, on the Consolidated Balance Sheets. Derivative assets and liabilities with maturities greater than 12 months are recorded in other assets and other liabilities, respectively, on the Consolidated Balance Sheets. The amount of long-term derivative assets, recorded on the Balance Sheet at August 31, 2017, was $196.9 million. The amount of long-term derivative liabilitiesexcluding derivatives accounted for as fair value hedges, recorded on the Consolidated Balance Sheet at August 31, 2017,2019 and 2018, was $14.4 million. Long-term$26.6 million and $23.1 million, respectively. The amount of long-term derivative liabilities, excluding derivatives accounted for as offair value hedges, recorded on the Consolidated Balance Sheet at August 31, 2016, were not material.2019 and 2018, was $7.4 million and $7.9 million, respectively.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Derivatives Not Designated as Hedging Instruments

The majority of our derivative instruments have not been designated as hedging instruments. The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2017, 2016,2019, 2018 and 2015. We have revised the information that we have historically included in this table below to correct for errors in the previously disclosed amounts for fiscal 2015. Although such gains and losses have been and continue to be appropriately recorded in the Consolidated Statements of Operations, the previous disclosures for fiscal 2015 did not accurately reflect the derivative gains and losses in each period. These revisions did not materially impact our consolidated financial statements for fiscal 2015.2017.
Derivative Type
Location of
Gain (Loss)
 2019 2018 2017
Location of
Gain (Loss)
 2017 2016 2015  (Dollars in thousands)
  (Dollars in thousands)
Commodity and freight derivativesCost of goods sold $208,199
 $(49,975) $143,314
Commodity derivativesCost of goods sold $125,323
 $162,321
 $168,569
Foreign exchange derivativesCost of goods sold (13,140) (10,904) 8,962
Cost of goods sold 4,228
 (26,010) (13,140)
Foreign exchange derivativesMarketing, general and administrative (1,604) (97) 3,589
Marketing, general and administrative expenses (1,229) 596
 (1,604)
Interest rate derivativesInterest expense 8
 (6,292) 107
Interest expense 
 (1) 8
Embedded derivativeOther income (loss) 30,538
 
 
Other income (loss) 2,769
 3,061
 30,533
Total  $224,001
 $(67,268) $155,972
  $131,091
 $139,967
 $184,366

Commodity and Freight Contracts:Contracts

When we enter a commodity purchase or sales commitment, we are exposed to risks related to price changes and performance, including delivery, quality, quantity and shipment period. If market prices decrease, we are exposed to risk of loss in the market value of inventory and purchase contracts with a fixed or partially fixed price. Conversely, we are exposed to risk of loss on our fixed or partially fixed price sales contracts if market prices increase.

Our use of hedging reduces the exposure to price volatility by protecting against adverse short-term price movements, but it 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 on regulated commodity futures exchanges, but may also include over-the-counter derivative instruments when deemed appropriate. For commodities where there is no liquid derivative contract, risk is managed using 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. The contracts are recorded on our Consolidated Balance Sheets 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 fertilizer and certain propane contracts are accounted for as normal purchase and normal sales transactions. 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 polices and in alignment with our tolerance for risk. Our profitability from operations is 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 position limits. These limits are defined for each commodity and business unit and may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate compliance team, with day to day monitoring procedures managed 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 the Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

those conditions. In addition, all purchase and sales contracts are subject to credit approvals and appropriate terms and 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’scounterparty'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

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different than 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 primarily transact in exchange traded instruments or enter into over-the-counter derivatives that clear through a designated clearing organization, 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, 2017,2019 and 2016,2018, we had outstanding commodity futures options and freightoptions 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 and freight contracts accounted for as derivative instruments.
 2017 2016
 Long Short Long Short
 (Units in thousands)
Grain and oilseed - bushels570,673 768,540
 774,279
 995,396
Energy products - barrels15,072 18,252
 14,740
 6,470
Processed grain and oilseed - tons299 2,347
 541
 2,060
Crop nutrients - tons9 15
 108
 135
Ocean and barge freight - metric tons2,777 1,766
 4,406
 877
Rail freight - rail cars176 75
 205
 79
Natural gas - MMBtu500 
 3,550
 300
 2019 2018
Derivative TypeLong Short Long Short
 (Units in thousands)
Grain and oilseed (bushels)547,096
 717,522
 715,866
 929,873
Energy products (barrels)13,895
 4,663
 17,011
 8,329
Processed grain and oilseed (tons)597
 2,454
 1,064
 2,875
Crop nutrients (tons)76
 23
 11
 76
Ocean freight (metric tons)295
 85
 227
 45
Natural gas (MMBtu)130
 
 610
 

Foreign Exchange Contracts

We conduct a substantial portion of our business in U.S. dollars, but we are exposed to immaterial 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 our overallCHS has some risk exposure relating to foreign currency transactions, is not significant,a larger impact with exchange rate fluctuations do, however, impactis 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 amounts of our foreign exchange derivative contracts were $776.7$894.7 million and $802.2$988.8 million as of August 31, 2017,2019 and August 31, 2016,2018, respectively.

Embedded Derivative Asset

Under the terms of our strategic investment in CF Nitrogen, if the CF Industries'Industries credit rating is reduced below certain levels by two of three specified credit ratings agencies, we are entitled to receive a non-refundable annual payment of $5.0 million from CF Industries. The payment wouldThese payments will continue on an annual basis until the date thatthe CF Industries'Industries credit rating is upgraded to or above certain levels by two of the three specified credit ratings agencies or February 1, 2026, whichever is earlier.
DuringSince the three months ended November 30, 2016, CF Industries'Industries credit rating was reduced below the specified levels during fiscal 2017, we have received an annual payment of $5.0 million from CF Industries. Gains totaling $2.8 million, $3.1 million and we recorded a gain of $29.1$30.5 million were recognized in other income (loss) in our Consolidated StatementStatements of Operations. During November 2016, we received a $5.0 million payment from CF Industries, which reduced the fair value of the associated embedded derivative asset to $24.1 million as of November 30, 2016. CF Industries' credit rating has not changed from November 30, 2016. In addition,Operations during fiscal 2019, fiscal 2018 and fiscal 2017, we recorded adjustments of $1.4 million in other income (loss) in our Consolidated Statement of Operations to reflect the $25.5 millionrespectively. The fair value of the embedded derivative asset recorded on our Consolidated Balance Sheet as of August 31, 2017.2019, was equal to $21.4 million. The current and long-term portions of the embedded derivative asset are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

included in derivative assets and other assets on our Consolidated Balance Sheet, respectively. See Note 13,14, Fair Value Measurements, for moreadditional information onregarding the valuation of the embedded derivative.derivative asset.
    

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Derivatives Designated as Cash Flow or Fair Value Hedging Strategies

Fair Value Hedges

As of August 31, 2017, and 2016,2019, we have certain derivativeshad outstanding interest rate swaps with an aggregate notional amount of $365.0 million designated as cash flow and fair value hedges.

Interest Rate Contracts

We havehedges of portions of our fixed-rate debt due between fiscal 2021 and fiscal 2025. As of August 31, 2018, we had outstanding interest rate swaps with an aggregate notional amount of $495.0 million designated as fair value hedges of portions of our fixed-rate debt.million. Our objective in entering into these transactions is to offset changes in the fair value of the debt associated with the risk of variability in the 3-monththree-month U.S. dollar LIBOR interest rate, in essence converting the fixed-rate debt to variable-rate debt. Under these interest rate swaps, we receive fixed-rate interest payments and make interest payments based on the three-month U.S. dollar LIBOR. Offsetting changes in the fair values of both the swap instruments and the hedged debt are recorded contemporaneously each period and only create an impact to earnings to the extent that the hedge is ineffective. During

The following table presents the fair value of our derivative interest rate swap instruments designated as fair value hedges and the line items on our Consolidated Balance Sheets in which they are recorded as of August 31, 2019 and 2018.
  2019 2018   2019 2018
Balance Sheet Location Derivative Assets Balance Sheet Location Derivative Liabilities
  (Dollars in thousands)   (Dollars in thousands)
Derivative assets $
 $
 Derivative liabilities $
 $771
Other assets 9,841
 
 Other liabilities 
 8,681
Total $9,841
 $
 Total $
 $9,452

The following table sets forth the pretax gains (losses) on derivatives accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2017,2019, 2018 and 2016, we recorded offsetting fair value adjustments2017.
Gain (Loss) on Fair Value Hedging Relationships: 
Location of
Gain (Loss)
 2019 2018 2017
    (Dollars in thousands)
Interest rate swaps Interest expense $21,158
 $18,723
 $12,806
Hedged item Interest expense (21,158) (18,723) (12,806)
Total $
 $
 $

The following table provides the location and carrying amount of $12.8 millionhedged liabilities in our Consolidated Balance Sheets as of August 31, 2019 and $9.8 million, respectively, with no ineffectiveness recorded in earnings.2018.
  August 31, 2019 August 31, 2018
Balance Sheet Location Carrying Amount of Hedged Liabilities Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities Carrying Amount of Hedged Liabilities Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities
  (Dollars in thousands)
Long-term debt $334,389
 $30,611
 $485,548
 $9,452

Cash Flow Hedges

In fiscal 2015,2018, our Energy segment began designating certain of its pay-fixed, receive-variable, cash-settled swaps as cash flow hedges of future crude oil purchases. We also began designating certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined 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 entered into forward-starting interest rate swaps with anlook 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. As of August 31, 2019 and 2018, the aggregate notional amount of $300.0cash flow hedges was 7.7 million and 1.1 million barrels, respectively.




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The following table presents the fair value of our commodity derivative instruments designated as cash flow hedges ofand the expected variability of future interest paymentsline items on our anticipated issuance of fixed-rate debt. During the first quarter of fiscal 2016, we determined that certain of the anticipated debt issuances would be delayed; and we consequently recorded an immaterial amount of losses on the ineffective portion of the related swapsConsolidated Balance Sheets in earnings. Additionally, we paid $6.4 million in cash to settle two of the interest rate swaps upon their scheduled termination dates. During the second quarter of fiscal 2016, we settled an additional two interest rate swaps, paying $5.3 million in cash upon their scheduled termination. In January 2016, we issued the fixed-rate debt associated with these swaps and will amortize the amounts which were previously deferred to other comprehensive income into earnings over the life of the debt. The amounts to be included in earningsthey are not expected to be material during any 12-month period. During the third quarter of fiscal 2016, we settled the remaining two interest rate swaps, paying $5.1 million in cash upon their scheduled termination. We did not issue additional fixed-rate debt as previously planned, and we reclassified all amounts previously recorded to other comprehensive income into earnings. As of August 31, 2017, and 2016, we had no outstanding cash flow hedges.recorded.
  Derivative Assets   Derivative Liabilities
Balance Sheet Location August 31, 2019 August 31, 2018 Balance Sheet Location August 31, 2019 August 31, 2018
  (Dollars in thousands)   (Dollars in thousands)
Derivative assets $33,179
 $812
 Derivative liabilities $5,351
 $634

The following table presents the pretax gains (losses) recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2017, 2016,2019, 2018 and 2015:2017:
  2017 2016 2015
  (Dollars in thousands)
Interest rate derivatives $
 $(10,070) $(4,078)
  2019 2018 2017
  (Dollars in thousands)
Commodity derivatives $27,650
 $178
 $


The following table presents the pretax gains (losses) relating to cash flow hedges that were reclassified from accumulated other comprehensive loss into incomeour Consolidated Statements of Operations for the years ended August 31, 2017, 2016,2019, 2018 and 2015:2017:
 
Location of
Gain (Loss)
 2017 2016 2015
   (Dollars in thousands)
Interest rate derivativesInterest expense $(1,742) $(5,071) $(792)

 
Location of
Gain (Loss)
 2019 2018 2017
   (Dollars in thousands)
Commodity derivativesCost of goods sold $11,497
 $
 $

Note 1314        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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 1:1. 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 Trustrabbi trust investments, deferred compensation investments and available-for-sale investments.

Level 2:2. 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 and freight purchase and sales contracts with a fixed price component; and other OTC derivatives whose value is 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 3:3. 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

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measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

Recurring fair value measurements at August 31, 20172019, and 2016,2018, are as follows:
 2017
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
 (Dollars in thousands)
Assets: 
  
    
    Commodity and freight derivatives$48,491
 $336,157
 $
 $384,648
    Foreign currency derivatives
 8,771
 
 8,771
    Interest rate swap derivatives
 9,978
 
 9,978
    Deferred compensation assets52,414
 
 
 52,414
    Deferred purchase price receivable
 
 548,602
 548,602
    Embedded derivative
 25,533
 
 25,533
    Other assets14,846
 
 
 14,846
Total$115,751
 $380,439
 $548,602
 $1,044,792
Liabilities: 
  
    
    Commodity and freight derivatives$31,189
 $278,573
 $
 $309,762
    Foreign currency derivatives
 19,931
 
 19,931
    Interest rate swap derivatives
 707
 
 707
Total$31,189
 $299,211
 $
 $330,400


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
 2019
 
Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 
Significant Other Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
 (Dollars in thousands)
Assets 
  
    
Commodity derivatives$67,817
 $180,392
 $
 $248,209
Foreign currency derivatives
 10,339
 
 10,339
Interest rate swap derivatives
 9,841
 
 9,841
Deferred compensation assets40,368
 
 
 40,368
Embedded derivative asset
 21,364
 
 21,364
Segregated investments77,777
 
 
 77,777
Other assets6,519
 
 
 6,519
Total$192,481
 $221,936
 $
 $414,417
Liabilities 
  
    
Commodity derivatives$40,305
 $188,455
 $
 $228,760
Foreign currency derivatives
 20,701
 
 20,701
Total$40,305
 $209,156
 $
 $249,461

20162018
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 
Significant Other Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
(Dollars in thousands)(Dollars in thousands)
Assets: 
  
    
Commodity and freight derivatives$62,538
 $437,654
 $
 $500,192
Assets 
  
    
Commodity derivatives$54,487
 $259,359
 $
 $313,846
Foreign currency derivatives
 15,401
 
 15,401
Deferred compensation assets39,073
 
 
 39,073
Embedded derivative asset
 23,595
 
 23,595
Other assets5,334
 
 
 5,334
Total$98,894
 $298,355
 $
 $397,249
Liabilities 
  
    
Commodity derivatives$31,778
 $389,911
 $
 $421,689
Foreign currency derivatives
 21,551
 
 21,551

 24,701
 
 24,701
Interest rate swap derivatives
 22,078
 
 22,078

 9,452
 
 9,452
Deferred compensation assets50,099
 
 
 50,099
Other assets12,678
 
 
 12,678
Total$125,315
 $481,283
 $
 $606,598
$31,778
 $424,064
 $
 $455,842
Liabilities: 
  
    
Commodity and freight derivatives$22,331
 $468,971
 $
 $491,302
Foreign currency derivatives
 22,289
 
 22,289
Interest rate swap derivatives
 8
 
 8
Accrued liability for contingent crack spread payments
related to purchase of noncontrolling interests

 
 15,051
 15,051
Total$22,331
 $491,268
 $15,051
 $528,650

Commodity freight and foreign currency derivativesderivatives. 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, adjusted for location specific inputs, and are classified within Level 2. The location specificLocation-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.


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Interest rate swap derivativesderivatives. Fair values of our interest rate swap derivatives are determined utilizing valuation models that are widely accepted in the market to value these OTC derivative contracts. The specific terms of the contracts, as well as market observable inputs, such as interest rates and credit risk assumptions, are factored into the models. As all significant inputs are market observable, all interest rate swaps are classified within Level 2. Changes in the fair values of contracts not designated as hedging instruments for accounting purposes are recognized in our Consolidated Statements of Operations as a component of interest expense. See Note 12,13, Derivative Financial Instruments and Hedging Activities, for additional information about interest rates swaps designated as fair value and cash flow hedges.

Deferred compensation and other assetsassets. Our deferred compensation investments Rabbi Trustconsist primarily of rabbi trust assets and available-for-sale investments in common stock of other companiesthat are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1. Changes in the fair values of these other assets are primarily recognized in our Consolidated Statements of Operations as a component of marketing, general and administrative expenses.

Embedded derivative assetasset. The embedded derivative asset relates to contingent payments inherent to our investment in CF Nitrogen. The inputs used in the fair value measurement include the probability of future upgrades and downgrades of the CF Industries'Industries credit rating based on historical credit rating movements of other public companies and the discount rates to be applied to potential annual payments based on applicable historical and current yield coupon rates. Based on these observable inputs, our fair value measurement is classified within Level 2. See Note 12,13, Derivative Financial Instruments and Hedging Activities, for additional information.    

Deferred purchase price receivableSegregated investments. — The fair valueOur segregated investments are comprised of the DPP receivable included in receivables, netU.S. Treasury securities, which are valued using quoted market prices and other assets, is determined by discounting the expected cash flows to be received. The expected cash flows are primarily based on unobservable inputs consisting of the face amount of the Receivables adjusted for anticipated credit losses. Significant changes in the anticipated credit losses could result in a significantly higher (or lower) fair value measurement. Due to the use of significant unobservable inputs in the pricing model, including management's assumptions related to anticipated credit losses, the DPP receivable is classified as a Level 3 fair value measurement. The reconciliation of the DPP receivable for the year ended August 31, 2017, is included in Note 2, Receivables.

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Accrued liability for contingent crack spread payments related to purchase of CHS McPherson (formerly NCRA) noncontrolling interests — The contingent period related to the CHS McPherson noncontrolling interests expired as of August 31, 2017, and no liabilities remain for future payments. Throughout the contingent period, the fair value of the contingent consideration liability was calculated utilizing an average price option model, an adjusted Black-Scholes pricing model commonly used in the energy industry to value options. The model used market observable inputs and unobservable inputs, including adjusted forward crack spread margins and quotes obtained from third party vendors. Management also took into consideration current and expected market trends and compared the liability’s fair value to hypothetical payments using known historical market data to assess reasonableness of the resulting fair value. Significant increases (decreases) in either of the inputs would have resulted in significantly higher (lower) fair value measurements.Due to significant unobservable inputs used in the pricing model, the liability was classified within Level 3.1.
The following table represents a reconciliation of the contingent crack spread liability measured at fair value using significant unobservable inputs (Level 3) for the years ended August 31, 2017, and 2016:
  Level 3 Liabilities
  Accrued Liability for Contingent Crack Spread Payments Related to Purchase of Noncontrolling Interests
  2017 2016
  (Dollars in thousands)
Balance - beginning of year $15,051
 $75,982
Total (gains) losses included in cost of goods sold (15,051) (60,931)
Balance - end of year $
 $15,051

There were no material transfers between Level 1, Level 2 and Level 3 assets and liabilities during the years ended August 31, 2017, and 2016.

Note 1415        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 the probable future costs of remediation of identified issues, which are included in cost of goods sold and marketing, general and administrative in our Consolidated Statements of Operations. The resolution of any such matters may affect consolidated net income for any fiscal period; however, we 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 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, non-consolidated companies. Our bank covenants allow maximum guarantees of $1.0 billion, of which $105.3$196.0 million were outstanding on August 31, 2017.2019. 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, 2017.2019.

Credit Commitments
    
CHS Capital has commitments to extend credit to customers if there is no violation of any condition established in the contracts. As of August 31, 2017,2019, CHS Capital’sCapital customers have additional available credit of $966.6$650.6 million.


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Lease Commitments

We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Many leases contain renewal options and escalation clauses. Our operating leases, which are primarily for rail cars,railcars, equipment, vehicles and office space have remaining terms of one to 1518 years. Total rental expense for operating leases was $72.1$113.3 million, $74.7$88.5 million and $56.7$81.3 million for the years ended August 31, 2019, 2018 and 2017, 2016, and 2015, respectively.

On November 30, 2017, we completed a sale-leaseback transaction for our primary corporate office building located in Inver Grove Heights, Minnesota. Simultaneous with the closing of the sale of the building, we entered into a 20-year operating lease arrangement with respect to the building, with base annual rent of approximately $3.4 million during the first year, followed by annual increases of 2% through the remainder of the lease period.
We lease certain rail cars,railcars, equipment, vehicles and other assets under capital lease arrangements. These assets are included in property, plant and equipment net on our Consolidated Balance Sheets while the corresponding capital lease obligations are included in long-term debt. See Note 5,6, Property, Plant and Equipment, and Note 7,8, Notes Payable and Long-Term Debt,for more information about capital leases.

Minimum future lease payments required under noncancelable operating leases as of August 31, 2017,2019, are as follows:
(Dollars in thousands)(Dollars in thousands)
2018$57,957
201944,369
202032,620
$87,168
202125,720
57,381
202219,154
43,665
202334,328
202426,793
Thereafter56,800
92,653
Total minimum future lease payments$236,620
$341,988

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 through-putthroughput agreements and are not recorded on our Consolidated Balance Sheets. As of August 31, 2017,2019, minimum future payments required under long-term commitments that are noncancelable, and that third parties have used to secure financing for the facilities that will provide the contracted goods, are as follows:
 Payments Due by Period
 Total 2018 2019 2020 2021 2022 Thereafter
 (Dollars in thousands)
Long-term unconditional purchase obligations$716,181
 $54,409
 $55,280
 $57,367
 $57,916
 $58,478
 $432,731
 Payments Due by Period
 Total 2020 2021 2022 2023 2024 Thereafter
 (Dollars in thousands)
Long-term unconditional purchase obligations$623,193
 $81,607
 $63,286
 $58,965
 $59,419
 $58,804
 $301,112

Total payments under these arrangements were $70.5$70.8 million, $88.0$61.4 million and $66.8$70.5 million for the years ended August 31, 2017, 2016,2019, 2018 and 2015,2017, respectively.



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Note 1516        Supplemental Cash Flow and Other Information

Additional information concerning supplemental disclosures of cash flow activities for the years ended August 31, 20172019, 2016,2018 and 2015,2017, is included in the table below.
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Net cash paid during the period for: 
  
  
 
  
  
Interest$160,040
 $147,089
 $130,571
$172,259
 $148,874
 $160,040
Income taxes14,571
 5,184
 54,229
19,918
 13,410
 14,571
Other significant noncash investing and financing transactions: 
  
  
 
  
  
Notes receivable reacquired under Securitization Facility
 615,089
 
Trade receivables reacquired under Securitization Facility
 402,421
 
Securitized debt reacquired under Securitization Facility
 634,000
 
Deferred purchase price receivable extinguished under Securitization Facility
 386,900
 
Notes receivable sold under Securitization Facility747,345
 
 

 
 747,345
Securitized debt extinguished under Securitization Facility554,000
 
 

 
 554,000
Deferred purchase price recognized under Securitization Facility547,553
 
 
Land and Improvements received for notes receivable138,699
 
 
Capital expenditures and major repairs incurred but not yet paid22,490
 44,307
 60,226
Deferred purchase price receivable recognized under Securitization Facility
 
 547,553
Land and improvements received for notes receivable
 
 138,699
Capital expenditures and major maintenance incurred but not yet paid28,478
 53,453
 22,490
Capital lease obligations incurred6,832
 23,921
 9,741
7,351
 396
 6,832
Capital equity certificates redeemed with preferred stock19,985
 76,756
 

 
 19,985
Capital equity certificates issued in exchange for Ag acquisitions2,928
 19,089
 15,618

 
 2,928
Accrual of dividends and equities payable12,121
 198,031
 384,427
180,000
 153,941
 12,121
Assets contributed to joint venture7,353
 
 

Note 1617        Related Party Transactions

Related party transactions withWe purchase and sell grain and other agricultural commodity products from certain equity investees, primarily CF Nitrogen, TEMCO,Ventura Foods, Ardent Mills and Ventura FoodsTEMCO, LLC. Sales to and purchases from related parties for the years ended August 31, 20172019, 20162018, and 2015, respectively, and balances as of August 31, 2017, and 2016, respectively, are as follows:
2017 2016 20152019 2018 2017
(Dollars in thousands)(Dollars in thousands)
Sales$3,183,944
 $2,728,793
 $2,310,875
$2,628,670
 $2,928,984
 $3,183,944
Purchases2,610,887
 1,707,990
 1,762,663
901,812
 2,505,185
 2,610,887

Receivables due from and payables due to related parties as of August 31, 2019 and 2018, are as follows:
2017 20162019 2018
(Dollars in thousands)(Dollars in thousands)
Due from related parties$33,119
 $25,386
$26,785
 $31,063
Due to related parties39,232
 40,543
60,156
 52,284

As a cooperative, we are owned by farmers and ranchers and their 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 the Company.CHS.

Note 17        Acquisitions

During the year ended August 31, 2017, we acquired various businesses for $13.1 million in consideration. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements.
During the year ended August 31, 2016, we acquired various businesses primarily in our Ag segment for $50.3 million in consideration. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements.

During the year ended August 31, 2015, we acquired various businesses in our Ag segment for $321.0 million in consideration. These acquisitions were not material, individually or in aggregate, to our consolidated financial statements. Included among these transactions was the June 2015 acquisition of Patriot Holdings, LLC, which operates an ethanol plant

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that has expanded our grain origination opportunities and increased our renewable fuels capacity. Additionally, we acquired Northstar Agri Industries, a canola processing and refining business in July 2015. The acquisition expanded our oilseed processing platform to include canola in addition to soybeans, expanded our oil product offerings to global food companies, and linked growers selling canola seed to CHS to an integrated supply chain.

CHS McPherson Refinery Inc. (formerly National Cooperative Refinery Association or "NCRA")
In November 2011, our Board of Directors approved a stock transfer agreement between us and GROWMARK, Inc. ("Growmark"), and a stock transfer agreement between us and MFA Oil Company ("MFA"). Prior to the first closing under these agreements, we owned approximately 74.4% of NCRA’s outstanding capital stock. With the final closing in September 2015, our ownership increased to 100%. The entity is now known as CHS McPherson Refinery Inc. ("CHS McPherson").Note 18        Acquisitions

Pursuant to the agreement with Growmark and MFA,On March 1, 2019, we acquiredcompleted our acquisition of the remaining capital stock for an aggregate base75% ownership interest in WCD, a full-service wholesale distributor of agronomy products that operates primarily in the United States. The purchase price was equal to $113.4 million, including $6.7 million that was previously paid and $106.7 million paid on March 1, 2019, of $351.0 million. In addition, Growmarkwhich the net cash flows were reduced by $8.0 million of cash acquired. Prior to completing this acquisition and MFA were entitled to receive up to two contingent purchase price payments following each individual closing, calculated as set forththrough February 28, 2019, we had a 25% ownership interest in WCD, which was accounted for under the equity method of accounting whereby we shared in the agreement with Growmark and MFA, ifeconomics of WCD earnings on a pro-rata basis. Related party transactions through the average crack spread margin referred to therein over the year ending on August 31date of the calendar yearacquisition have been included within Note 17, Related Party Transactions. By acquiring the remaining ownership interest in WCD, we were able to expand our agronomy platform, position ourselves as a leading supply partner to cooperatives and retailers serving growers throughout the United States and add value for our owners. The WCD enterprise value was determined using a discounted cash flow model in which the contingent payment date fell exceededfair value of the business was estimated based on the earning capacity of WCD. We estimated the fair value of the previously held equity interest to be equal to 25% of the total fair value of WCD, which was implied based on the purchase price we paid for the remaining 75% interest. The acquisition-date fair value of the previous equity interest was $37.8 million and is included in the measurement of the consideration transferred. We recognized a specified target. Total contingent consideration payments made weregain of approximately $19.1 million. No payments were made during as a result of remeasuring our prior equity interest in WCD held before the year ended August 31, 2017.

In accordance with ASC Topic 480, patronage earned by Growmark and MFA has beenacquisition of the remaining 75% interest. The gain is included as interest expensein other (income) loss in our Consolidated Statements of Operations. No interest was recognized during

Preliminary allocation of the years endedpurchase price for this transaction resulted in goodwill of $61.4 million, which is nondeductible for tax purposes, and definite-lived intangible assets of $47.2 million. As this acquisition is not considered to have a material impact on our financial statements, pro forma results of operations are not presented. The acquisition resulted in fair value measurements that are not on a recurring basis and did not have a material impact on our consolidated results of operations. Purchase accounting has not been finalized and preliminary fair values assigned to the net assets acquired are as follows:
 (Dollars in thousands)
Cash$8,033
Other current assets708,764
Property, plant and equipment44,064
Goodwill61,358
Other intangible assets47,200
Other non-current assets55
Liabilities(718,262)
Total net assets acquired$151,212

Operating results for WCD are included in our Consolidated Statements of Operations from the day of the acquisition on March 1, 2019, through August 31, 2017 or 2016. During the year ended August 31, 2015, $31.02019, including revenues and income (loss) before income taxes of $456.2 million was recognized as interest expense for the patronage earned by Growmark and MFA.$12.9 million, respectively.



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