Table of Contents


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

Form 10-Q

þ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2015.February 29, 2016.
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,
including zip code)
 
(651) 355-6000
 (Registrant’s telephone number,
including area code)



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

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

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

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

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

 



INDEX
   
 
Page
No.
 
 
 
 
 
 
   
 



Unless the context otherwise requires, for purposes of this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the “Company” and “CHS” refer to CHS Inc., a Minnesota cooperative corporation, and its subsidiaries as of November 30, 2015February 29, 2016.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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" 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" 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 of these 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 ("SEC"), including in the "Risk Factors" discussion in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2015. Any forward-looking statements made by us in this Quarterly Report on Form 10-Q 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.

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PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

CHS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
November 30,
2015
 August 31,
2015
February 29,
2016
 August 31,
2015
(Dollars in thousands)(Dollars in thousands)
ASSETS      
Current assets: 
 

 
 

Cash and cash equivalents$1,257,260
 $953,813
$339,537
 $953,813
Receivables2,992,754
 2,818,110
2,470,006
 2,818,110
Inventories3,126,917
 2,652,344
2,999,703
 2,652,344
Derivative assets443,857
 513,441
431,851
 513,441
Margin deposits213,176
 273,118
196,763
 273,118
Supplier advance payments749,698
 391,504
849,079
 391,504
Other current assets355,624
 406,479
365,476
 406,479
Total current assets9,139,286
 8,008,809
7,652,415
 8,008,809
Investments1,011,165
 1,002,092
3,799,381
 1,002,092
Property, plant and equipment5,331,232
 5,192,927
5,402,079
 5,192,927
Other assets997,077
 1,024,484
971,133
 1,024,484
Total assets$16,478,760
 $15,228,312
$17,825,008
 $15,228,312
LIABILITIES AND EQUITIES      
Current liabilities: 
  
 
  
Notes payable$1,694,363
 $1,165,378
$2,797,758
 $1,165,378
Current portion of long-term debt179,104
 170,309
201,763
 170,309
Current portion of mandatorily redeemable noncontrolling interest
 152,607

 152,607
Customer margin deposits and credit balances166,111
 188,149
145,339
 188,149
Customer advance payments660,271
 398,341
767,174
 398,341
Checks and drafts outstanding118,396
 123,208
134,554
 123,208
Accounts payable2,303,441
 1,690,094
1,718,001
 1,690,094
Derivative liabilities370,215
 470,769
287,488
 470,769
Accrued expenses450,451
 513,578
467,607
 513,578
Dividends and equities payable488,003
 384,427
241,934
 384,427
Total current liabilities6,430,355
 5,256,860
6,761,618
 5,256,860
Long-term debt1,232,578
 1,260,808
2,435,191
 1,260,808
Long-term deferred tax liabilities587,702
 580,835
551,179
 580,835
Other liabilities429,621
 460,398
374,591
 460,398
Commitments and contingencies

 



 

Equities: 
  
 
  
Preferred stock2,167,540
 2,167,540
2,167,467
 2,167,540
Equity certificates4,080,711
 4,099,882
4,052,162
 4,099,882
Accumulated other comprehensive loss(217,760) (214,207)(228,707) (214,207)
Capital reserves1,755,786
 1,604,670
1,696,199
 1,604,670
Total CHS Inc. equities7,786,277
 7,657,885
7,687,121
 7,657,885
Noncontrolling interests12,227
 11,526
15,308
 11,526
Total equities7,798,504
 7,669,411
7,702,429
 7,669,411
Total liabilities and equities$16,478,760
 $15,228,312
$17,825,008
 $15,228,312

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

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

For the Three Months Ended
November 30,
For the Three Months Ended For the Six Months Ended
2015 2014February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
(Dollars in thousands)(Dollars in thousands)
Revenues$7,728,792
 $9,499,468
$6,639,330
 $8,355,728
 $14,368,122
 $17,855,196
Cost of goods sold7,316,974
 8,907,441
6,550,326
 8,110,084
 13,867,300
 17,017,524
Gross profit411,818
 592,027
89,004
 245,644
 500,822
 837,672
Marketing, general and administrative152,004
 161,968
180,807
 170,775
 332,811
 332,743
Operating earnings259,814
 430,059
Operating earnings (loss)(91,803) 74,869
 168,011
 504,929
(Gain) loss on investments(5,672) (2,875)(3,050) (2,199) (8,722) (5,074)
Interest expense, net6,993
 21,905
15,713
 10,771
 22,706
 32,677
Equity (income) loss from investments(31,362) (24,629)(28,004) (24,169) (59,366) (48,798)
Income before income taxes289,855
 435,658
Income taxes23,681
 57,327
Net income266,174
 378,331
Income (loss) before income taxes(76,462) 90,466
 213,393
 526,124
Income tax (benefit) expense(46,280) (2,431) (22,599) 54,896
Net income (loss)(30,182) 92,897
 235,992
 471,228
Net income (loss) attributable to noncontrolling interests(301) (372)797
 83
 496
 (289)
Net income attributable to CHS Inc. $266,475
 $378,703
Net income (loss) attributable to CHS Inc. $(30,979) $92,814
 $235,496
 $471,517

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


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

 For the Three Months Ended
November 30,
 2015 2014
 (Dollars in thousands)
Net income$266,174
 $378,331
Other comprehensive income (loss), net of tax:   
     Postretirement benefit plan activity, net of tax expense (benefit) of $1,760 and $2,324, respectively3,201
 3,731
     Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $363 and $388, respectively560
 630
     Cash flow hedges, net of tax expense (benefit) of $(2,697) and $(149), respectively(4,334) (242)
     Foreign currency translation adjustment(2,980) (5,206)
Other comprehensive income (loss), net of tax(3,553) (1,087)
Comprehensive income262,621
 377,244
     Less: comprehensive income (loss) attributable to noncontrolling interests(301) (372)
Comprehensive income attributable to CHS Inc. $262,922
 $377,616
 For the Three Months Ended For the Six Months Ended
 February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
 (Dollars in thousands)
Net income (loss)$(30,182) $92,897
 $235,992
 $471,228
Other comprehensive income (loss), net of tax:       
     Postretirement benefit plan activity, net of tax expense (benefit) of $2,028, $2,042, $3,789 and $4,366, respectively3,227
 3,275
 6,429
 7,006
     Unrealized net gain (loss) on available for sale investments, net of tax expense (benefit) of $(805), $88, $(441) and $476, respectively(1,298) 143
 (739) 773
     Cash flow hedges, net of tax expense (benefit) of $(1,354), $(1,336), $(4,050) and $(1,485), respectively(2,185) (2,167) (6,520) (2,409)
     Foreign currency translation adjustment(10,691) (5,802) (13,670) (11,008)
Other comprehensive income (loss), net of tax(10,947) (4,551) (14,500) (5,638)
Comprehensive income (loss)(41,129) 88,346
 221,492
 465,590
     Less: comprehensive income (loss) attributable to noncontrolling interests797
 83
 496
 (289)
Comprehensive income (loss) attributable to CHS Inc. $(41,926) $88,263
 $220,996
 $465,879

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



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CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended November 30,For the Six Months Ended
2015 2014February 29, 2016 February 28, 2015
(Dollars in thousands)(Dollars in thousands)
Cash flows from operating activities: 
  
 
  
Net income$266,174
 $378,331
$235,992
 $471,228
Adjustments to reconcile net income to net cash provided by (used in) operating activities: 
  
 
  
Depreciation and amortization100,350
 83,180
207,302
 168,306
Amortization of deferred major repair costs18,518
 8,817
36,302
 20,442
(Income) loss from equity investments(31,362) (24,629)(59,366) (48,798)
Distributions from equity investments22,991
 15,558
54,682
 34,761
Noncash patronage dividends received(891) (863)(4,773) (3,999)
(Gain) loss on disposition of property, plant and equipment(1,611) (759)(2,462) (1,520)
(Gain) loss on investments(5,672) (2,875)(8,722) (5,074)
Unrealized (gain) loss on crack spread contingent liability(32,289) (28,397)(51,827) 6,153
Long-lived asset impairment8,893
 
Deferred taxes7,409
 26,656
(32,979) 49,723
Other, net11,818
 15,013
25,191
 20,483
Changes in operating assets and liabilities, net of acquisitions: 
  
 
  
Receivables(21,165) 170,897
358,689
 438,607
Inventories(466,554) (875,486)(338,016) (913,037)
Derivative assets72,117
 (88,264)93,329
 (1,479)
Margin deposits59,942
 (83,740)76,397
 11,565
Supplier advance payments(358,194) (292,278)(457,432) (509,994)
Other current assets and other assets50,348
 33,879
68,811
 33,814
Customer margin deposits and credit balances(22,038) (10,498)(42,809) (74,746)
Customer advance payments261,931
 119,737
368,834
 595,106
Accounts payable and accrued expenses596,881
 546,637
24,729
 (629,850)
Derivative liabilities(107,373) 28,754
(193,545) (121,696)
Other liabilities(5,231) 6,867
(48,137) (42,171)
Net cash provided by (used in) operating activities416,099
 26,537
319,083
 (502,176)
Cash flows from investing activities: 
  
 
  
Acquisition of property, plant and equipment(251,678) (302,701)(428,290) (549,930)
Proceeds from disposition of property, plant and equipment2,931
 2,241
5,107
 4,142
Expenditures for major repairs(18,897) (1,337)(19,090) (7,505)
Short-term investments, net
 (315,000)
 (315,000)
Investments in joint ventures and other(12,709) (40,375)(2,814,031) (57,418)
Proceeds from sale of investments17,990
 6,084
21,016
 8,284
Changes in notes receivable, net(137,599) (180,189)4,428
 14,363
Business acquisitions, net of cash acquired(988) 5,501
(10,154) (2,371)
Other investing activities, net470
 (4,979)(4,068) (1,365)
Net cash provided by (used in) investing activities(400,480) (830,755)(3,245,082) (906,800)
Cash flows from financing activities: 
  
 
  
Proceeds from lines of credit and long-term borrowings2,524,577
 1,255,259
11,138,485
 4,124,817
Payments on lines of credit, long term-debt and capital lease obligations(2,034,405) (1,249,058)(8,339,531) (4,090,546)
Mandatorily redeemable noncontrolling interest payments(153,022) (65,981)(153,022) (65,981)
Payments on crack spread contingent liability(2,625) 
(2,625) 
Changes in checks and drafts outstanding(4,811) (43,239)6,802
 28,715
Preferred stock issued
 492,500

 1,010,000
Preferred stock issuance costs
 (16,047)
 (32,602)
Preferred stock dividends paid(40,500) (22,486)(80,999) (54,759)
Retirements of equities(3,314) (2,591)(10,443) (108,723)
Cash patronage dividends paid
 (555)(251,535) (275,553)
Other financing activities, net
 148
3,148
 20
Net cash provided by (used in) financing activities285,900
 347,950
2,310,280
 535,388
Effect of exchange rate changes on cash and cash equivalents1,928
 (8,417)1,443
 2,741
Net increase (decrease) in cash and cash equivalents303,447
 (464,685)(614,276) (870,847)
Cash and cash equivalents at beginning of period953,813
 2,133,207
953,813
 2,133,207
Cash and cash equivalents at end of period$1,257,260
 $1,668,522
$339,537
 $1,262,360

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

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

Note 1        Organization, Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The unaudited Consolidated Balance Sheet as of November 30, 2015February 29, 2016, the Consolidated Statements of Operations for the three and six months ended November 30, 2015February 29, 2016 and 2014,February 28, 2015, the Consolidated Statements of Comprehensive Income for the three and six months endedNovember 30, 2015February 29, 2016 and 2014,February 28, 2015, and the Consolidated Statements of Cash Flows for the threesix months endedNovember 30, 2015February 29, 2016 and 2014,February 28, 2015, reflect in the opinion of our management, all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full fiscal year because of, among other things, the seasonal nature of our businesses. Our Consolidated Balance Sheet data as of August 31, 2015, has been derived from our audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP").

The notes to our consolidated financial statements make reference to our Energy, Ag and AgNitrogen Production reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments. The Nitrogen Production reportable segment is a new segment resulting from our investment in CF Industries Nitrogen, LLC ("CF Nitrogen") in February 2016. See Note 9, Segment Reporting for more information.

Our consolidated financial statements include the accounts of CHS and all of our wholly-ownedwholly owned and majority-ownedmajority owned subsidiaries and limited liability companies. The effects of all significant intercompany transactions have been eliminated.
As of August 31, 2015, we owned approximately 88.9% of National Cooperative Refinery Association ("NCRA"), which operated our McPherson, Kansas refinery and was fully consolidated within our financial statements. In September 2015, our ownership increased to 100% when we purchased the remaining noncontrolling interests in the entity upon the final closing pursuant to the November 2011 agreement described in Note 4, Investments. The entity is now known as CHS McPherson Refinery Inc. ("CHS McPherson").

These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended August 31, 2015, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

Revisions
    
In preparing our consolidated financial statements for the year ended August 31, 2015, we identified immaterial errors that impacted our previously issued consolidated financial statements. The primary errors related to: 1) incorrect application of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 840, Leases to our lease arrangements and 2) inaccurate presentation of non-cash acquisitions of property, plant and equipment and expenditures for major repairs on our Consolidated Statements of Cash Flows. Prior period amounts presented in our consolidated financial statements and the related notes have been revised accordingly, and those revisions are noted where they appear. See Note 13, Correction of Immaterial Errors for a more detailed description of the revisions and for comparisons of amounts previously reported to the revised amounts.

Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a lesser degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but are not designated or accounted for as hedging instruments for accounting purposes, with the exception of certain interest rate swap contracts which are accounted for as cash flow hedges or fair value hedges. Derivative instruments are recorded on our Consolidated Balance Sheets at fair value. See Note 10, Derivative Financial Instruments and Hedging Activities and Note 11, Fair Value Measurements for additional information.

Even though we have netting arrangements for our exchange-traded futures and options contracts and certain over-the-counter ("OTC") contracts, we report our derivatives on a gross basis on our Consolidated Balance Sheets. Our associated margin deposits are also reported on a gross basis.


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Major Maintenance Activities

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

For the three and six months ended November 30, 2015 and 2014, major repairsFebruary 29, 2016, turnaround expenditures were $18.9$0.2 million and $1.3$19.1 million, respectively. For the three and six months ended February 28, 2015, turnaround expenditures were $6.2 million and $7.5 million, respectively.

Recent Accounting Pronouncements

In November 2015,February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which replaces the existing guidance in ASC 840 – Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. We are currently evaluating the impact the adoption will have on our consolidated financial statements in fiscal 2020.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU No. 2015-17 clarifies and simplifies the presentation of deferred income taxes by requiring deferred tax liabilities and assets to be classified as non-current in a classified statement of financial position. The ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early application is permitted. We are currently evaluating the possibility of early adoption, along with the impact the adoption will have on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis. ASU No. 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU No. 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. We are currently evaluating the impact the adoption will have on our consolidated financial statements in fiscal 2017.

In November 2014, the FASB issued ASU No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-16 is not expected to have a material effect on our consolidated financial statements in fiscal 2017.
    
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires an entity to disclose sufficient qualitative and quantitative information surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts from customers. This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU 2015-14 delaying the effective date for adoption. This update is now effective for annual and interim periods beginning after December 15, 2017, which will require us to adopt these provisions in the first quarter of fiscal 2019. Early application as of the original date is permitted. This update permits the use of either the

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full or modified retrospective method. We are evaluating the effect this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.


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Note 2        Receivables
November 30, 2015 August 31, 2015February 29, 2016 August 31, 2015
(Dollars in thousands)(Dollars in thousands)
Trade accounts receivable$1,786,538
 $1,793,147
$1,467,313
 $1,793,147
CHS Capital notes receivable935,324
 791,413
770,906
 791,413
Other380,282
 339,995
345,292
 339,995
3,102,144
 2,924,555
2,583,511
 2,924,555
Less allowances and reserves109,390
 106,445
113,505
 106,445
Total receivables$2,992,754
 $2,818,110
$2,470,006
 $2,818,110

Trade accounts receivable are initially recorded at a selling price, which 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, and our relationships with, and the economics status of, our customers.

CHS Capital, LLC ("CHS Capital"), our wholly-ownedwholly owned subsidiary, has notes receivable from commercial and producer borrowers. The short-term notes receivable generally have terms of 12-14 months and are reported at their outstanding principleprincipal balances as CHS Capital has the ability and intent to hold these notes to maturity. The carrying value of CHS Capital notes receivable approximates fair value, given their short duration and the use of market pricing adjusted for risk. The notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperatives' capital stock. These loans are primarily originated in the states of Minnesota, Wisconsin, North Dakota and Michigan. CHS Capital also has loans receivable from producer borrowers which are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages. In addition to the short-term amounts included in the table above, CHS Capital had long-term notes receivable with durations of not more than 10 years of $173.2$178.7 million and $190.4 million at November 30, 2015February 29, 2016 and August 31, 2015, respectively. The long-term notes receivable are included in other assets on our Consolidated Balance Sheets. As of November 30, 2015February 29, 2016 and August 31, 2015 the commercial notes represented 43%42% and 34%, respectively, and the producer notes represented 57%58% and 66%, respectively, of the total CHS Capital notes receivable.

CHS Capital evaluates the collectability of both commercial and producer notes on a specific identification basis, based on the amount and quality of the collateral obtained, and records specific loan loss reserves when appropriate. A general reserve is also maintained based on historical loss experience and various qualitative factors. In total, our specific and general loan loss reserves related to CHS Capital are not material to our consolidated financial statements, nor are the historical write-offs. The accrual of interest income is discontinued at the time the loan is 90 days past due unless the credit is well-collateralized and in process of collection. The amount of CHS Capital notes that were past due was not material at any reporting date presented. As of February 29, 2016, a single borrower accounted for 18% of the total outstanding CHS Capital notes receivable. No other individual third party borrower accounted for more than 10% of the total.

CHS Capital has commitments to extend credit to a customer as long as there is no violation of any condition established in the contract. As of November 30, 2015,February 29, 2016, customers of CHS Capital havehad additional available credit of approximately $927.9$995.4 million.

Note 3        Inventories
 November 30, 2015 August 31, 2015
 (Dollars in thousands)
Grain and oilseed$1,469,816
 $966,923
Energy712,566
 785,116
Crop nutrients310,645
 369,105
Feed and farm supplies553,563
 465,744
Processed grain and oilseed61,173
 48,078
Other19,154
 17,378
Total inventories$3,126,917
 $2,652,344


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Note 3        Inventories
 February 29, 2016 August 31, 2015
 (Dollars in thousands)
Grain and oilseed$1,035,399
 $966,923
Energy681,554
 785,116
Crop nutrients360,869
 369,105
Feed and farm supplies841,505
 465,744
Processed grain and oilseed61,619
 48,078
Other18,757
 17,378
Total inventories$2,999,703
 $2,652,344

As of November 30, 2015,February 29, 2016, we valued approximately 13%15% of inventories, primarily related to our Energy segment, using the lower of cost, determined on the LIFO method, or market (18% as of August 31, 2015). If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $22.6$0.4 million and $68.1 million at November 30, 2015February 29, 2016 and August 31, 2015, respectively. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs, and are subject to the final year-end LIFO inventory valuation. During the six months ended February 29, 2016, we recorded lower of cost or market valuation adjustments of $80.2 million to cost of goods sold to reduce the carrying value of our energy inventory.


Note 4        Investments

As of August 31, 2015, we owned 88.9% of NCRA and with the final closing in September 2015, our ownership increased to 100%. NCRA is now known as CHS McPherson. In fiscal 2012, we entered into an agreement to purchase the remaining shares of NCRA from Growmark Inc. and MFA Oil Company in separate closings to be held annually thereafter, with the final closing occurring on September 1, 2015. Pursuant to this agreement, we made payments during the threesix months ended November 30,February 29, 2016 and February 28, 2015 and 2014 of $153.0 million and $66.0 million, respectively. In addition to these payments, we paid $2.6 million during the three months ended November 30, 2015first quarter of fiscal 2016 related to the associated crack spread contingent liability. The fair value of the remaining contingent liability was $43.7$24.2 million as of November 30, 2015.

In August 2015, we entered into an arrangement with CF Industries Holdings, Inc. ("CF Industries") to invest $2.8 billion in cash in exchange for an 11.4% membership interest (based on product tons) in CF Industries Nitrogen LLC ("CF Nitrogen") and a separate agreement to purchase nitrogen fertilizer products from that entity over an 80-year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016, and we intend to finance this transaction using additional long-term debt in combination with existing credit facilities and available cash.29, 2016.

Equity Method Investments

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 significantprimary equity method investments are described below. None of these investments are individually significant such that disclosure of summarized below.income statement information would be required under Article 10 of Regulation S-X.

On February 1, 2016, we invested $2.8 billion in CF Nitrogen, commencing our strategic venture with CF Industries Holdings, Inc. The investment consists of an 11.4% membership interest (based on product tons) in CF Nitrogen. 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 will be based on prevailing market prices and we will subsequently receive semi-annual cash distributions (in January and June of each year) from CF Nitrogen via our membership interest. These distributions will be 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 upon our contractual claims on the entity's net assets pursuant to the liquidation provisions of the LLC Agreement, adjusted for the semi-annual cash distributions. For each of the three and six months ended February 29, 2016, these amounts were $11.9 million and are included as equity income from investments in our Nitrogen Production segment. As of February 29, 2016, the carrying value of our investment in CF Nitrogen was $2.8 billion.

We have a 50% interest in Ventura Foods, LLC ("Ventura Foods"), a joint venture which produces and distributes primarily vegetable oil-based products, and is included in Corporate and Other. We account for Ventura Foods as an equity method investment, and as of November 30, 2015February 29, 2016, our carrying value of Ventura Foods exceeded our share of its equity by $12.9

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million, which represents equity method goodwill. As of November 30, 2015,February 29, 2016, the carrying value of our investment in Ventura Foods was $354.0$355.8 million.

In fiscal 2014, we formed Ardent Mills, LLC ("Ardent Mills"), a joint venture with Cargill Incorporated ("Cargill") and ConAgra Foods, Inc., which combines the North American flour milling operations of the three parent companies, giving CHS a 12% interest in Ardent Mills. As we hold one of the five board seats, we account for Ardent Mills as an equity method investment included in Corporate and Other. As of November 30, 2015,February 29, 2016, the carrying value of our investment in Ardent Mills was $201.8$190.8 million.

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. As of November 30, 2015,February 29, 2016, the carrying value of our investment in TEMCO was $56.6$53.5 million.

Other Short-Term Investments

In the first quarter of fiscal 2015, we invested $315.0 million of the proceeds from the September 2014 Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock") issuance (see Note 7, Equities for additional information) in time deposits with original maturities of six and nine months with select highly-rated financial institution counterparties. AsThese investments matured in fiscal 2015 and as of November 30,February 29, 2016 and August 31, 2015 we had no outstanding short termshort-term investments.


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Note 5        Goodwill and Other Intangible Assets

Goodwill of $149.6$154.2 million and $150.1 million on November 30, 2015February 29, 2016 and August 31, 2015, respectively, is included in other assets on our Consolidated Balance Sheets. Changes in the net carrying amount of goodwill for the threesix months ended November 30, 2015,February 29, 2016, 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
$552
 $142,665
 $6,898
 $150,115
Goodwill acquired during the period
 5,667
 
 5,667
Effect of foreign currency translation adjustments
 (497) 
 (497)
 (760) 
 (760)
Balances, November 30, 2015$552
 $142,168
 $6,898
 $149,618
Other
 (782) 
 (782)
Balances, February 29, 2016$552
 $146,790
 $6,898
 $154,240

No goodwill has been allocated to our Nitrogen Production segment, which consists of a single investment accounted for under the equity method.
Intangible assets subject to amortization primarily include customer lists, trademarks and agreements not to compete, and are amortized over their respective useful lives (ranging from 2 to 30 years). Information regarding intangible assets included in other assets on our Consolidated Balance Sheets is as follows:
November 30,
2015
 August 31,
2015
February 29,
2016
 August 31,
2015
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$71,933
 $(31,917) $40,016
 $70,925
 $(30,831) $40,094
$63,355
 $(28,420) $34,935
 $70,925
 $(30,831) $40,094
Trademarks and other intangible assets42,666
 (32,703) 9,963
 42,688
 (32,134) 10,554
40,771
 (31,789) 8,982
 42,688
 (32,134) 10,554
Total intangible assets$114,599
 $(64,620) $49,979
 $113,613
 $(62,965) $50,648
$104,126
 $(60,209) $43,917
 $113,613
 $(62,965) $50,648

Total amortization expense for intangible assets during the three and six months ended November 30, 2015 and 2014February 29, 2016 was $1.7$2.1 million and $3.8 million, respectively. Total amortization expense for intangible assets during the three and six months ended

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February 28, 2015 was $1.8 million and $3.6 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)(Dollars in thousands)
Year 1$7,120
$4,903
Year 25,408
3,812
Year 34,217
3,810
Year 43,954
3,670
Year 53,607
3,383


Note 6        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 November 30, 2015.February 29, 2016.


November 30, 2015
August 31, 2015February 29, 2016
August 31, 2015

(Dollars in thousands)(Dollars in thousands)
Notes payable$1,184,240

$813,717
$2,202,848

$813,717
CHS Capital notes payable510,123

351,661
594,910

351,661
Total notes payable$1,694,363

$1,165,378
$2,797,758

$1,165,378

In September 2015, we amended and restated our primary line of credit, which is a five-year, unsecured revolving credit facility to, among other things, provide for a committed amount of $3.0 billion that expires in September 2020. The outstanding balance on this facility was $450.0$600.0 million as of November 30, 2015;February 29, 2016; and there was no outstanding balance on the predecessor facility as of August 31, 2015.

In December 2015, we entered into three bilateral, uncommitted revolving credit facilities with an aggregate capacity of $1.3 billion. Amounts borrowed under these short-term lines are used to fund our working capital and bear interest at base rates (or LIBOR rates) plus applicable margins ranging from 0.25% to 1.00%. As of February 29, 2016, outstanding borrowings under these facilities were $667.6 million.

Long-Term Debt

In September 2015, we also entered into a ten-year term loan with a syndication of banks.lenders. The agreement provides for committed term loans in an amount up to $600.0 million, which may be drawn down from time to time, but in no event on

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more than 10 occasions, from September 4, 2015 until September 4, 2016.million. 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 will bear interest at a base rate (or a London Interbank Offered Rate ("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 will beis based on our leverage ratio and ranges between 1.50% and 2.00% for LIBOR loans and between 0.50% and 1.00% for base rate loans. There are currently no amounts drawnAs of February 29, 2016, outstanding borrowings under this agreement.agreement were $600.0 million.

In December 2015,January 2016, we enteredconsummated 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 three bilateral, uncommitted revolving credit facilities withsix series. The first series of $152.0 million has an aggregate capacityinterest rate of $1.3 billion. Amounts borrowed under these short-term lines will be used primarily to fund our working capital4.39% and will bear interest at base rates (or LIBOR rates) plus applicable margins ranging from 0.25% to 1.00%. We made initial borrowingsis due in January 2023. The second series of $150.0 million under these agreementshas an interest rate of 4.58% and is due in December 2015.January 2025. The third series of $58.0 million has an interest rate of 4.69% and is due in January 2027. The fourth series of $95.0 million has an interest rate of 4.74% and is due in January 2028. The fifth series of $100.0 million has an interest rate of 4.89% and is due in January 2031. The sixth series of $125.0 million has an interest rate of 5.40% and is due in January 2036.


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Interest
The following table presents the components of interest expense, net for the three and six months ended November 30, 2015February 29, 2016 and 2014.February 28, 2015. We have revised prior period amounts in this table to include interest expense related to capital lease obligations that were previously accounted for as operating leases. See Note 13, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.
For the Three Months Ended November 30,For the Three Months Ended For the Six Months Ended
2015 2014February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
(Dollars in thousands)(Dollars in thousands)
Interest expense$22,710
 $22,340
$32,197
 $20,855
 $54,907
 $43,196
Interest-purchase of CHS McPherson noncontrolling interests
 14,068

 4,860
 
 18,928
Capitalized interest(13,659) (11,905)(7,161) (12,706) (20,820) (24,611)
Interest income(2,058) (2,598)(9,323) (2,238) (11,381) (4,836)
Interest expense, net$6,993
 $21,905
$15,713
 $10,771
 $22,706
 $32,677


Note 7        Equities

Preferred Stock

In June 2014, we filed a shelf registration statement on Form S-3 with the SEC. Under the shelf registration, which has been declared effective by the SEC, we may offer and sell, from time to time, up to $2.0 billion of our Class B Cumulative Redeemable Preferred Stock over a three-year period.period from the time of effectiveness. As of November 30, 2015,February 29, 2016, $990.0 million of our Class B Cumulative Redeemable Preferred Stock remained available for issuance under the shelf registration statement.

In September 2014, we issued 19,700,000 shares of Class B Series 3 Preferred Stock with a total redemption value of $492.5 million, excluding accumulated dividends. Net proceeds from the sale of our Class B Series 3 Preferred Stock, after deducting the underwriting discount and offering expenses payable by us, were approximately $476.7 million. The Class B Series 3 Preferred Stock is listed on the NASDAQ Stock Market LLC under the symbol CHSCM and accumulates dividends at a rate of 6.75% per year to, but excluding, September 30, 2024, and at a rate equal to the three-month LIBOR plus 4.155%, not to exceed 8.00% per annum thereafter, which are payable quarterly. Our Class B Series 3 Preferred Stock may be redeemed at our option beginning September 30, 2024.

In January 2015, we issued 20,700,000 shares of Class B Cumulative Redeemable Preferred Stock, Series 4 ("Class B Series 4 Preferred Stock") with a total redemption value of $517.5 million, excluding accumulated dividends. Net proceeds from the sale of our Class B Series 4 Preferred Stock, after deducting the underwriting discount and offering expenses payable by us, were approximately $501.0 million. The Class B Series 4 Preferred Stock is listed on the NASDAQ Stock Market LLC under the symbol CHSCL and accumulates dividends at a rate of 7.50% per year, which are payable quarterly. Our Class B Series 4 Preferred Stock may be redeemed at our option beginning January 21, 2025.
    
In March 2016, we redeemed approximately $76.8 million of patrons' equities by issuing 2,693,195 shares of Class B Cumulative Redeemable Preferred Stock, Series 1 ("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 members' equity certificates. The Class B Series 1 Preferred Stock is listed on the NASDAQ Stock Market LLC under the symbol CHSCO and accumulates dividends at a rate of 7.785% per year, which are payable quarterly. Our Class B Series 1 Preferred Stock may be redeemed at our option beginning September 26, 2023.


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Changes in Equities

Changes in equities for the threesix months ended November 30, 2015February 29, 2016 are as follows:

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, 2015$3,793,897
 $23,057
 $282,928
 $2,167,540
 $(214,207) $1,604,670
 $11,526
 $7,669,411
Reversal of prior year redemption estimates3,314
 
 
 
 
 
 
 3,314
Balance, August 31, 2015$3,793,897
 $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(364,824) 
 
 
 
 625,444
 
 260,620
Distribution of 2015 patronage refunds375,330
 
 
 
 
 (626,865) 
 (251,535)
Redemptions of equities(3,072) (27) (215) 
 
 
 
 (3,314)(10,136) (50) (257) 
 
 
 
 (10,443)
Equities issued, net13,943
 
 
 
 
 
 
 13,943
16,565
 
 
 
 
 
 
 16,565
Preferred stock dividends
 
 
 
 
 (40,500) 
 (40,500)
 
 
 
 
 (80,999) 
 (80,999)
Other, net630
 (7) 33
 
 
 (1,740) 1,002
 (82)665
 (20) (313) (73) 
 (8,101) 3,286
 (4,556)
Net income
 
 
 
 
 266,475
 (301) 266,174

 
 
 
 
 235,496
 496
 235,992
Other comprehensive income (loss), net of tax
 
 
 
 (3,553) 
 
 (3,553)
 
 
 
 (14,500) 
 
 (14,500)
Estimated 2016 cash patronage refunds
 
 
 
 
 (73,119) 
 (73,119)
 
 
 
 
 (53,446) 
 (53,446)
Estimated 2016 equity redemptions(33,770) 
 
 
 
 
 
 (33,770)(64,680) 
 
 
 
 
 
 (64,680)
Balances, November 30, 2015$3,774,942
 $23,023
 $282,746
 $2,167,540
 $(217,760) $1,755,786
 $12,227
 $7,798,504
Balance, February 29, 2016$3,746,817
 $22,987
 $282,358
 $2,167,467
 $(228,707) $1,696,199
 $15,308
 $7,702,429
    
Accumulated Other Comprehensive Loss        

Changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows for the threesix months ended November 30, 2015February 29, 2016 and 2014:February 28, 2015:
Pension and Other Postretirement Benefits Unrealized Net Gain on Available for Sale Investments Cash Flow Hedges Foreign Currency Translation Adjustment TotalPension and Other Postretirement Benefits Unrealized Net Gain on Available for Sale Investments Cash Flow Hedges Foreign Currency Translation Adjustment Total
(Dollars in thousands)(Dollars in thousands)
Balance as of August 31, 2015$(171,729) $4,156
 $(5,324) $(41,310) $(214,207)$(171,729) $4,156
 $(5,324) $(41,310) $(214,207)
Current period other comprehensive income (loss), net of tax6,419
 560
 (4,216) (2,980) (217)12,877
 (739) (6,233) (13,670) (7,765)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax(3,218) 
 (118) 
 (3,336)(6,448) 
 (287) 
 (6,735)
Net other comprehensive income (loss), net of tax3,201
 560
 (4,334) (2,980) (3,553)6,429
 (739) (6,520) (13,670) (14,500)
Balance as of November 30, 2015$(168,528) $4,716
 $(9,658) $(44,290) $(217,760)
Balance as of February 29, 2016$(165,300) $3,417
 $(11,844) $(54,980) $(228,707)

Pension and Other Postretirement Benefits Unrealized Net Gain on Available for Sale Investments Cash Flow Hedges Foreign Currency Translation Adjustment TotalPension and Other Postretirement Benefits Unrealized Net Gain 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$(151,852) $4,398
 $(2,722) $(6,581) $(156,757)$(151,852) $4,398
 $(2,722) $(6,581) $(156,757)
Current period other comprehensive income (loss), net of tax348
 630
 (368) (5,206) (4,596)236
 773
 (2,658) (11,008) (12,657)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax3,383
 
 126
 
 3,509
6,770
 
 249
 
 7,019
Net other comprehensive income (loss), net of tax3,731
 630
 (242) (5,206) (1,087)7,006
 773
 (2,409) (11,008) (5,638)
Balance as of November 30, 2014$(148,121) $5,028
 $(2,964) $(11,787) $(157,844)
Balance as of February 28, 2015$(144,846) $5,171
 $(5,131) $(17,589) $(162,395)

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Amounts reclassified from accumulated other comprehensive income (loss) were primarily related to pension and other postretirement benefits. Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as marketing, general and administrative expenses (see Note 8, Benefit Plans for further information).


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Note 8        Benefit Plans

We have various pension and other defined benefit and defined contribution plans, in which substantially all employees may participate. We also have non-qualified supplemental executive and Board retirement plans.

Components of net periodic benefit costs for the three and six months ended November 30, 2015February 29, 2016 and 2014February 28, 2015 are as follows:
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
Qualified
Pension Benefits
 
Non-Qualified
Pension Benefits
 Other Benefits
2015 2014 2015 2014 2015 20142016 2015 2016 2015 2016 2015
Components of net periodic benefit costs for the three months ended November 30 are as follows: (Dollars in thousands)
Components of net periodic benefit costs for the three months ended February 29, 2016 and February 28, 2015 are as follows: (Dollars in thousands)
Service cost$9,383
 $9,058
 $259
 $225
 $353
 $472
$9,383
 $9,058
 $259
 $225
 $353
 $474
Interest cost7,693
 7,014
 352
 352
 427
 415
7,691
 7,002
 351
 352
 428
 415
Expected return on assets(12,014) (12,438) 
 
 
 
(12,013) (12,436) 
 
 
 
Prior service cost (credit) amortization402
 407
 57
 57
 (30) (30)401
 409
 57
 57
 (30) (30)
Actuarial (gain) loss amortization4,754
 4,901
 173
 261
 (116) (105)4,775
 4,907
 173
 261
 (116) (106)
Net periodic benefit cost$10,218
 $8,942
 $841
 $895
 $634
 $752
$10,237
 $8,940
 $840
 $895
 $635
 $753
Components of net periodic benefit costs for the six months ended February 29, 2016 and February 28, 2015 are as follows: 
  
  
  
  
  
Service cost$18,766
 $18,116
 $518
 $450
 $706
 $946
Interest cost15,384
 14,016
 703
 704
 855
 830
Expected return on assets(24,027) (24,874) 
 
 
 
Prior service cost (credit) amortization803
 816
 114
 114
 (60) (60)
Actuarial (gain) loss amortization9,529
 9,808
 346
 522
 (232) (211)
Net periodic benefit cost$20,455
 $17,882
 $1,681
 $1,790
 $1,269
 $1,505

Employer Contributions

Total contributions to be made during fiscal 2016, will depend primarily on market returns on the pension plan assets and minimum funding level requirements. During the threesix months ended November 30, 2015,February 29, 2016, we made no contributions to the pension plans. At this time, we do not anticipate having to make a required contribution for our benefit plans in fiscal 2016, but we may make a voluntary contribution during the fourth quarter of fiscal 2016.


Note 9        Segment Reporting

We have aligned our segments in accordance with ASC Topic 280, Segment Reporting, and have identified our operating segments to reflect the manner in which our chief operating decision maker, our Chief Executive officer,Officer, evaluates performance and manages the business. We have aggregated those operating segments into our reportable Energy, Ag and AgNitrogen Production segments.

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 of our recently completed equity method

14

Table of Contents


investment in CF Nitrogen which entitles us to purchase granular urea and UAN annually from CF Nitrogen on a ratable basis. There were no changes to the composition of our Energy and Ag segments as a result of this investment, and there were no impacts to historically reported segment results and balances. Corporate and Other primarily represents our non-consolidated wheat milling and packaged food joint ventures, as well as our business solutions operations, which consist of commodities hedging, insurance and financial services.

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

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, ethanol, 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

13

Table of Contents


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

While our revenues and operating results are derived from businesses and operations which are wholly-ownedwholly owned and majority-owned,majority owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. See Note 4, Investments for more information on these entities.

Reconciling Amounts represent the elimination of revenues between segments. Such transactions are executed at market prices to more accurately evaluate the profitability of the individual business segments.
    
Segment information for the three and six months ended November 30,February 29, 2016 and February 28, 2015 and 2014 is presented in the tables below. We have revised prior period amounts in these tables to include activity and amounts related to capital leases that were previously accounted for as operating leases. See Note 13, Correction of Immaterial Errors for more information on the nature and amounts of these revisions.

Energy
Ag
Corporate
and Other

Reconciling
Amounts

Total
For the Three Months Ended November 30, 2015:(Dollars in thousands)
Revenues$1,705,913

$6,114,256

$19,895

$(111,272)
$7,728,792
Operating earnings (losses)180,513

74,990

4,311



259,814
(Gain) loss on investments

(5,672)




(5,672)
Interest expense, net(11,601)
14,970

3,624



6,993
Equity (income) loss from investments(823)
(3,576)
(26,963)


(31,362)
Income before income taxes$192,937

$69,268

$27,650

$

$289,855
Intersegment revenues$(107,103)
$(3,053)
$(1,116)
$111,272

$
Capital expenditures$132,367
 $98,138
 $21,173
 $
 $251,678
Depreciation and amortization$41,063
 $55,173
 $4,114
 $
 $100,350
Total assets at November 30, 2015$4,458,849
 $8,415,496
 $3,604,415
 $
 $16,478,760
          
 Energy Ag Corporate
and Other
 Reconciling
Amounts
 Total
For the Three Months Ended November 30, 2014:(Dollars in thousands)
Revenues$3,018,453
 $6,639,971
 $19,983
 $(178,939) $9,499,468
Operating earnings (losses)282,903
 151,889
 (4,733) 
 430,059
(Gain) loss on investments
 (2,875) 
 
 (2,875)
Interest expense, net4,007
 15,520
 2,378
 
 21,905
Equity (income) loss from investments(340) (20) (24,269) 
 (24,629)
Income before income taxes$279,236
 $139,264
 $17,158
 $
 $435,658
Intersegment revenues$(174,953) $(2,998) $(988) $178,939
 $
Capital expenditures$165,867
 $124,017
 $12,817
 $
 $302,701
Depreciation and amortization$35,238
 $44,992
 $2,950
 $
 $83,180
Total assets at November 30, 2014$4,446,385
 $8,205,480
 $4,089,658
 $
 $16,741,523

Energy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
For the Three Months Ended February 29, 2016:(Dollars in thousands)
Revenues$1,134,148

$5,580,450

$
 $23,201

$(98,469)
$6,639,330
Operating earnings (loss)(69,299)
(21,818)
(5,759) 5,073



(91,803)
(Gain) loss on investments

(42)

 (3,008)


(3,050)
Interest (income) expense, net(4,808)
7,992

4,737
 7,792



15,713
Equity (income) loss from investments(1,364)
1,355

(11,855) (16,140)


(28,004)
Income (loss) before income taxes$(63,127)
$(31,123)
$1,359
 $16,429

$

$(76,462)
Intersegment revenues$(67,208)
$(29,963)
$
 $(1,298)
$98,469

$
            

15

Table of Contents


 Energy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
For the Three Months Ended February 28, 2015:(Dollars in thousands)
Revenues$1,947,297
 $6,503,348
 $
 $15,813
 $(110,730) $8,355,728
Operating earnings (loss)4,244
 72,143
 
 (1,518) 

 74,869
(Gain) loss on investments
 
 
 (2,199) 
 (2,199)
Interest (income) expense, net(7,075) 15,485
 
 2,361
 
 10,771
Equity (income) loss from investments(736) (4,443) 
 (18,990) 
 (24,169)
Income (loss) before income taxes$12,055
 $61,101
 $
 $17,310
 $
 $90,466
Intersegment revenues$(101,581) $(9,149) $
 $
 $110,730
 $
            
 Energy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
For the Six Months Ended February 29, 2016:(Dollars in thousands)
Revenues$2,840,061
 $11,694,706
 $
 $43,096
 $(209,741) $14,368,122
Operating earnings (loss)111,213
 53,173
 (5,759) 9,384
 
 168,011
(Gain) loss on investments
 (5,714) 
 (3,008) 
 (8,722)
Interest (income) expense, net(16,410) 22,962
 4,737
 11,417
 
 22,706
Equity (income) loss from investments(2,187) (2,221) (11,855) (43,103) 
 (59,366)
Income (loss) before income taxes$129,810
 $38,146
 $1,359
 $44,078
 $
 $213,393
Intersegment revenues$(174,311) $(33,016) $
 $(2,414) $209,741
 $
Capital expenditures$228,351
 $160,031
 $
 $39,908
 $
 $428,290
Depreciation and amortization$86,512
 $111,040
 $
 $9,750
 $
 $207,302
Total assets at February 29, 2016$4,404,693
 $7,710,441
 $2,812,849
 $2,897,025
 $
 $17,825,008
            
 Energy Ag Nitrogen Production Corporate
and Other
 Reconciling
Amounts
 Total
For the Six Months Ended February 28, 2015:(Dollars in thousands)
Revenues$4,965,750
 $13,143,319
 $
 $35,796
 $(289,669) $17,855,196
Operating earnings (loss)287,147
 224,031
 
 (6,249) 
 504,929
(Gain) loss on investments
 (2,875) 
 (2,199) 
 (5,074)
Interest (income) expense, net(3,068) 31,005
 
 4,740
 
 32,677
Equity (income) loss from investments(1,076) (4,463) 
 (43,259) 
 (48,798)
Income (loss) before income taxes$291,291
 $200,364
 $
 $34,469
 $
 $526,124
Intersegment revenues$(280,520) $(9,149) $
 $
 $289,669
 $
Capital expenditures$307,028
 $216,418
 $
 $26,484
 $
 $549,930
Depreciation and amortization$71,112
 $90,714
 $
 $6,480
 $
 $168,306
Total assets at February 28, 2015$4,347,109
 $8,354,500
 $
 $3,413,015
 $
 $16,114,624


Note 10        Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and freight futures and forward contracts and, to a minor degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but are not designated or accounted for as hedging instruments for accounting purposes, with the exception of certain interest rate swap contracts which are accounted for as cash flow or fair value hedges. Derivative instruments are recorded on our Consolidated Balance Sheets at fair value as described in Note 11, Fair Value Measurements.


16

Table of Contents


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 GAAP. We have elected not to offset derivative assets and liabilities when we have the right of offset under ASC Topic

14



210-20, Balance Sheet - Offsetting; or when the instruments are subject to master netting arrangements under ASC Topic 815-10-45, Derivatives and Hedging - Overall.
November 30, 2015February 29, 2016
  Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting    Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting  
Gross Amounts Recognized Cash Collateral Derivative Instruments Net AmountsGross Amounts Recognized Cash Collateral Derivative Instruments Net Amounts
(Dollars in thousands)(Dollars in thousands)
Derivative Assets:              
Commodity and freight derivatives$404,915
 $
 $29,143
 $375,772
$384,185
 $
 $29,619
 $354,566
Foreign exchange derivatives24,364
 
 13,080
 11,284
23,971
 
 12,668
 11,303
Interest rate derivatives - hedge14,578
 
 
 14,578
23,695
 
 
 23,695
Total$443,857
 $
 $42,223
 $401,634
$431,851
 $
 $42,287
 $389,564
Derivative Liabilities:              
Commodity and freight derivatives$342,378
 $18,449
 $29,143
 $294,786
$261,710
 $17,589
 $29,619
 $214,502
Foreign exchange derivatives22,551
 
 13,080
 9,471
22,041
 
 12,668
 9,373
Interest rate derivatives - hedge5,267
 
 
 5,267
3,718
 
 
 3,718
Interest rate derivatives - non-hedge19
 
 
 19
19
 
 
 19
Total$370,215
 $18,449
 $42,223
 $309,543
$287,488
 $17,589
 $42,287
 $227,612

 August 31, 2015
   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$476,071
 $
 $58,401
 $417,670
Foreign exchange derivatives23,154
 
 11,682
 11,472
Interest rate derivatives - hedge14,216
 
 
 14,216
Total$513,441
 $
 $70,083
 $443,358
Derivative Liabilities:       
Commodity and freight derivatives$427,052
 $11,482
 $58,401
 $357,169
Foreign exchange derivatives37,598
 
 11,682
 25,916
Interest rate derivatives - hedge6,058
 
 
 6,058
Interest rate derivatives - non-hedge61
 
 
 61
Total$470,769
 $11,482
 $70,083
 $389,204

1517




Derivatives Not Designated as Hedging Instruments

The majority of our derivative instruments have not been designated as hedging instruments for accounting purposes. The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the three and six months ended November 30, 2015February 29, 2016 and 2014.February 28, 2015. We have revised the information that we have historically included in this table below to correct for immaterial errors in the previously disclosed amounts. Although such gains and losses have been, and continue to be, appropriately recorded in the Consolidated Statements of Operations, the previous disclosures did not accurately reflect the derivative gains and losses in each period. These disclosure revisions did not materially impact our consolidated financial statements.

 For the Three Months Ended November 30, For the Three Months Ended For the Six Months Ended
Location of
Gain (Loss)
 2015 2014
Location of
Gain (Loss)
 February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
 (Dollars in thousands) (Dollars in thousands)
Commodity and freight derivativesCost of goods sold $35,046
 $73,683
Cost of goods sold $54,971
 $38,861
 $90,017
 $112,544
Foreign exchange derivativesCost of goods sold 8,206
 2,343
Cost of goods sold (10,481) 6,118
 (9,798) 16,442
Foreign exchange derivativesMarketing, general and administrative 7,605
 (271) 15,128
 (8,252)
Interest rate derivativesInterest, net (704) 29
Interest, net (500) 45
 (1,203) 74
TotalTotal $42,548
 $76,055
Total $51,595
 $44,753
 $94,144
 $120,808

Commodity and Freight Contracts:
    
As of November 30, 2015February 29, 2016 and August 31, 2015, we had outstanding commodity futures, options and freight 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.
November 30, 2015 August 31, 2015February 29, 2016 August 31, 2015
Long Short Long ShortLong Short Long Short
(Units in thousands)(Units in thousands)
Grain and oilseed - bushels682,616
 950,565
 711,066
 895,326
572,707
 773,130
 711,066
 895,326
Energy products - barrels11,647
 7,886
 17,238
 11,676
15,990
 8,665
 17,238
 11,676
Processed grain and oilseed - tons695
 3,120
 706
 2,741
725
 1,995
 706
 2,741
Crop nutrients - tons60
 25
 48
 116
24
 12
 48
 116
Ocean and barge freight - metric tons4,231
 2,180
 5,916
 1,962
3,687
 2,159
 5,916
 1,962
Rail freight - rail cars227
 102
 297
 122
193
 78
 297
 122
Natural gas - MMBtu10,420
 
 
 ���
6,740
 
 
 
Livestock - pounds40,520
 25,000
 10,480
 1,280

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 grain marketing transactions in South America and Europe and purchases of products from Canada. We use foreign currency derivative instruments to mitigate the impact of exchange rate fluctuations. Although our overall risk relating to foreign currency transactions is not significant, exchange rate fluctuations do, however, 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. The notional amounts of our foreign exchange derivative contracts were $731.7$711.2 million and $1.3 billion as of November 30, 2015February 29, 2016 and August 31, 2015, respectively.



18



Derivatives Designated as Cash Flow or Fair Value Hedging Strategies

As of November 30, 2015February 29, 2016 and August 31, 2015, we had certain derivatives designated as cash flow and fair value hedges.


16



Interest Rate Contracts:

We have outstanding interest rate swaps with an aggregate notional amount of $420.0 million designated as fair value hedges of portions of our fixed-rate debt. 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-month U.S. dollar 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 the threesix months ended November 30,February 29, 2016 and February 28, 2015,, and 2014, we recorded offsetting fair value adjustments of $2.3$11.5 million and $8.2 million, respectively, 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. BecauseDuring the issuancessecond 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 continueassociated with these swaps and will amortize the amounts which were previously deferred to be probable of occurring, amounts recorded in other comprehensive income will remain there until issuance and will then be amortized 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. As of February 29, 2016, we had two remaining interest rate swaps with an aggregate notional amount of $100.0 million. Based on new developments in March 2016, we have re-evaluated the likelihood of the associated forecasted debt issuance from "probable" to "reasonably possible." Consequently, we will discontinue the application of cash flow hedge accounting on a prospective basis and future changes in the fair values of the derivatives will be recorded in earnings. Because the issuance of the debt remains likely to occur, amounts previously deferred will remain in accumulated other comprehensive income until the debt issuance occurs or becomes probable not to occur. The remaining swaps expire in fiscal 2016 with immaterial amounts expected to be included in earnings during the next 12 months.

The following table presents the pretax gains (losses) recorded in other comprehensive income relating to cash flow hedges for the three and six months ended November 30, 2015February 29, 2016 and 2014.February 28, 2015.
  For the Three Months Ended November 30,
  2015 2014
  (Dollars in thousands)
Interest rate derivatives $(6,818) $(594)
  For the Three Months Ended For the Six Months Ended
  February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
  (Dollars in thousands)
Interest rate derivatives $(3,252) $(3,702) $(10,070) $(4,296)

The following table presents the pretax gains (losses) relating to cash flow hedges that were reclassified from accumulated other comprehensive loss into income for the three and six months ended November 30, 2015February 29, 2016 and 2014.February 28, 2015.
   For the Three Months Ended November 30,
 
Location of
Gain (Loss)
 2015 2014
   (Dollars in thousands)
Interest rate derivativesInterest income (expense) $(191) $(203)
   For the Three Months Ended For the Six Months Ended
 
Location of
Gain (Loss)
 February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
   (Dollars in thousands)
Interest rate derivativesInterest income (expense) $(275) $(199) $(465) $(402)



19



Note 11        Fair Value Measurements

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 such fair values. Assets and liabilities are classified, in their entirety, based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.


17



Recurring fair value measurements at November 30, 2015February 29, 2016 and August 31, 2015 are as follows:
November 30, 2015February 29, 2016
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$25,389
 $379,526
 $
 $404,915
$25,609
 $358,576
 $
 $384,185
Foreign currency derivatives
 24,364
 
 24,364

 23,971
 
 23,971
Interest rate swap derivatives
 14,578
 
 14,578

 23,695
 
 23,695
Deferred compensation assets73,629
 
 
 73,629
70,710
 
 
 70,710
Other assets11,745
 
 
 11,745
10,579
 
 
 10,579
Total$110,763
 $418,468
 $
 $529,231
$106,898
 $406,242
 $
 $513,140
Liabilities: 
  
    
 
  
    
Commodity and freight derivatives$45,118
 $297,260
 $
 $342,378
$43,705
 $218,005
 $
 $261,710
Foreign currency derivatives
 22,551
 
 22,551

 22,041
 
 22,041
Interest rate swap derivatives
 5,286
 
 5,286

 3,737
 
 3,737
Crack spread contingent consideration liability
 
 43,693
 43,693

 
 24,155
 24,155
Total$45,118
 $325,097
 $43,693
 $413,908
$43,705
 $243,783
 $24,155
 $311,643

 August 31, 2015
 
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$46,976
 $429,094
 $
 $476,070
Foreign currency derivatives
 23,155
 
 23,155
Interest rate swap derivatives
 14,216
 
 14,216
Deferred compensation assets72,571
 
 
 72,571
Other assets10,905
 
 
 10,905
Total$130,452
 $466,465
 $
 $596,917
Liabilities:       
Commodity and freight derivatives$58,873
 $368,179
 $
 $427,052
Foreign currency derivatives
 37,598
 
 37,598
Interest rate swap derivatives
 6,119
 
 6,119
Crack spread contingent consideration liability
 
 75,982
 75,982
Total$58,873
 $411,896
 $75,982
 $546,751


20



Commodity, freight and foreign currency derivatives — Exchange traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts with fixed-price components, ocean freight contracts and other OTC derivatives are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, adjusted for location specific inputs, and are classified within Level 2. The location specific inputs are generally broker or dealer quotations, or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

Interest rate swap derivatives — Fair values of our interest rate swap liabilities are determined utilizing valuation models that are widely accepted in the market to value such OTC derivative contracts. The specific terms of the contracts, as

18



well as market observable inputs, such as interest rates and credit risk assumptions, are factored into the models. As all significant inputs are market observable, all interest rate swaps are classified within Level 2. Changes in the fair values of contracts not designated as hedging instruments for accounting purposes are recognized in our Consolidated Statements of Operations as a component of interest, net. See Note 10, Derivative Financial Instruments and Hedging Activities for additional information about interest rate swaps designated as fair value and cash flow hedges.
        
Deferred compensation and other assets — Our deferred compensation investments, Rabbi Trust assets and available-for-sale investments in common stock of other companies 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.
 
Crack spread contingent consideration liability — The fair value of the contingent consideration liability related to the purchase of CHS McPherson was calculated utilizing an average price option model, an adjusted Black-Scholes pricing model commonly used in the energy industry to value options. The model uses market observable inputs and unobservable inputs. Due to significant unobservable inputs used in the pricing model, the liability is classified within Level 3.
Quantitative Information about Level 3 Fair Value Measurements
Item 
Fair Value
November 30, 2015February 29, 2016
(Dollars in thousands)
 Valuation Technique Unobservable Input 
Range
(Weighted Average)
Crack spread contingent consideration liability $43,69324,155 Adjusted Black-Scholes option pricing model 
Forward crack spread margin quotes on November 30, 2015February 29, 2016 (a)
 $13.21-8.54-$16.3713.70 ($14.51)10.66)
 
Contractual target crack spread margin (b)
 $17.50
 
Expected volatility (c)
 147.48%155.55%
 
Risk-free interest rate (d)
 0.48-0.94% (0.67%)
 
Expected life - years (e)
 0.75-1.750.50-1.50
(1.16)(0.91)
(a) Represents forward crack spread margin quotes and management estimates based on future settlement dates
(b) Represents the minimum contractual threshold that would require settlement with the counterparties
(c) Represents quarterly adjusted volatility estimates derived from daily historical market data
(d) Represents yield curves for U.S. Treasury securities
(e) Represents the range in the number of years remaining related to each contingent payment

Valuation processes for Level 3 measurements — Management is responsible for determining the fair value of our Level 3 financial instruments. Option pricing methods are utilized, as indicated above. Inputs used in the option pricing models are based on quotes obtained from third party vendors as well as management estimates for periods in which quotes cannot be obtained. Each reporting period, management reviews the unobservable inputs provided by third-party vendors for reasonableness utilizing relevant information available to us. Management also takes into consideration current and expected market trends and compares the liability’s fair value to hypothetical payments using known historical market data to assess reasonableness of the resulting fair value.

Sensitivity analysis of Level 3 measurements — The significant unobservable inputs that are susceptible to periodic fluctuations used in the fair value measurement of the accrued liability for contingent crack spread payments related to the purchase of noncontrolling interests are the adjusted forward crack spread margin and the expected volatility. Significant increases (decreases) in either of these inputs in isolation would result in a significantly higher (lower) fair value measurement.

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Although changes in the expected volatility are driven by fluctuations in the underlying crack spread margin, changes in expected volatility are not necessarily accompanied by a directionally similar change in the forward crack spread margin. Directional changes in the expected volatility can be affected by a multitude of factors including the magnitude of daily fluctuations in the underlying market data, market trends, timing of fluctuations, and other factors.


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The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended November 30, 2015February 29, 2016 and February 28, 20142015.
 Level 3 Liabilities Level 3 Liabilities
 Crack spread contingent consideration liability Crack spread contingent consideration liability
 2015 2014 2016 2015
 (Dollars in thousands) (Dollars in thousands)
Balances, August 30, 2015 and 2014, respectively $75,982
 $114,917
Balances, November 30, 2015 and 2014, respectively $43,693
 $86,520
Total (gains) losses included in cost of goods sold (32,289) (28,397) (19,538) 34,550
Balances, November 30, 2015 and 2014, respectively $43,693
 $86,520
Balances, February 29, 2016 and February 28, 2015, respectively $24,155
 $121,070

The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended February 29, 2016 and February 28, 2015.

  Level 3 Liabilities
  Crack spread contingent consideration liability
  2016 2015
  (Dollars in thousands)
Balances, August 31, 2015 and 2014, respectively $75,982
 $114,917
Total (gains) losses included in cost of goods sold (51,827) 6,153
Balances, February 29, 2016 and February 28, 2015, respectively $24,155
 $121,070

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


Note 12        Commitments and Contingencies

Guarantees

We are a guarantor for lines of credit and performance obligations of related, non-consolidated companies. As of November 30, 2015February 29, 2016, our bank covenants allowed maximum guarantees of $1.0 billion, of which $97.3$116.3 million were outstanding. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees were current as of November 30, 2015February 29, 2016.


Note 13        Correction of Immaterial Errors

Lease Accounting

We lease rail cars, equipment, vehicles and other assets under noncancelable lease agreements for use in our agricultural and transportation operations in both our Energy and Ag segments. During the fourth quarter of fiscal 2015, we determined that we had historically applied the accounting principles of ASC Topic 840, Leases, incorrectly by accounting for all of our lease arrangements as operating leases. We subsequently determined that certain of our leases met, at lease inception, one or more of the ASC 840-10-25-1 criteria that require a lease to be classified and accounted for as a capital lease. Consequently, prior period amounts in the financial statements, notes thereto and related disclosures have been revised to adjust for these errors.


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Statement of Cash Flows Presentation

During the fourth quarter of fiscal 2015, we determined that our historical presentation of cash flows related to the acquisition of property, plant and equipment and expenditures for major repairs was incorrect. Amounts presented as cash outflows in prior periods included acquisitions of assets for which cash had not yet been paid, resulting in misstatements of both investing and operating cash flows. We have revised prior period amounts in the financial statements, notes thereto and related disclosures to correct these errors.

Materiality Assessment

We assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250"), and concluded these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), our consolidated financial statements as of and for the three and six months ended November 30, 2014,February 28, 2015, which are presented herein, have been revised. The following are selected line items from our consolidated financial statements illustrating the effects of these revisions:



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CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended For the Six Months Ended
For the Three Months Ended November 30, 2014February 28, 2015 February 28, 2015
As Previously Reported Revision As RevisedAs Previously Reported Revision As Revised As Previously Reported Revision As Revised
(Dollars in thousands)(Dollars in thousands)
Cost of goods sold$8,908,745
 $(1,304) $8,907,441
$8,111,365
 $(1,281) $8,110,084
 $17,020,110
 $(2,586) $17,017,524
Gross profit590,723
 1,304
 592,027
244,363
 1,281
 245,644
 835,086
 2,586
 837,672
Operating earnings428,755
 1,304
 430,059
73,588
 1,281
 74,869
 502,343
 2,586
 504,929
Interest expense, net20,601
 1,304
 21,905
9,490
 1,281
 10,771
 30,091
 2,586
 32,677
Income before income taxes435,658
 
 435,658
90,466
 
 90,466
 526,124
 
 526,124

CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended
For the Three Months Ended November 30, 2014 February 28, 2015
As Previously Reported Revision As Revised As Previously Reported Revision As Revised
(Dollars in thousands)      
Cash flows from operating activities:           
Depreciation and amortization$73,322
 $9,858
 $83,180
 $148,784
 $19,522
 $168,306
Changes in operating assets and liabilities, excluding the effects of acquisitions:           
Accounts payable and accrued expenses510,966
 35,671
 546,637
 (666,428) 36,578
 (629,850)
Net cash provided by (used in) operating activities(18,992) 45,529
 26,537
 (558,276) 56,100
 (502,176)
Cash flows from investing activities:           
Acquisition of property, plant and equipment(267,279) (35,422) (302,701) (512,510) (37,420) (549,930)
Expenditures for major repairs(1,088) (249) (1,337) (8,347) 842
 (7,505)
Net cash provided by (used in) investing activities(795,084) (35,671) (830,755) (870,222) (36,578) (906,800)
Cash flows from financing activities:           
Principal payments on capital lease obligations (1)

 (10,129) (10,129) 
 (20,191) (20,191)
Other financing activities, net(118) 266
 148
 (282) 302
 20
Net cash provided by (used in) financing activities357,808
 (9,858) 347,950
 554,910
 (19,522) 535,388

(1) Principal payments on capital lease obligations are now included as part of the "Payments on lines of credit, long-term debt and capital lease obligations" line item on our Consolidated Statements of Cash Flows.


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

General

We are a diversified company, which provides grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers, ranchers and their member cooperatives across the United States. We also have preferred stockholders that own shares of our 8% Cumulative Redeemable Preferred Stock ("8% Preferred Stock"), our Class B Cumulative Redeemable Preferred Stock, Series 1 ("Class B Series 1 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 ("Class B Series 2 Preferred Stock"), our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock") and our Class B Cumulative Redeemable Preferred Stock, Series 4 ("Class B Series 4 Preferred Stock"), which are listed on the NASDAQ Stock Market LLC ("NASDAQ") under the symbols CHSCP, CHSCO, CHSCN, CHSCM and CHSCL, respectively.

We provide a full range of production agricultural inputs such as refined fuels, propane, farm supplies, animal nutrition and agronomy products, as well as services, which include hedging, financing and insurance. We own and operate petroleum refineries and pipelines, and market and distribute refined fuels and other energy products under the Cenex® brand through a network of member cooperatives and independents as well as distribute unbranded refined fuels. We purchase grains and oilseeds directly and indirectly from agricultural producers primarily in the midwestern and western United States. These

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grains and oilseeds are either sold to domestic and international customers or further processed by us into a variety of grain-based food products or renewable fuels.

The following discussion makes reference to our Energy, Ag and AgNitrogen Production reportable segments, as well as our Corporate and Other category. See Note 9, Segment Reporting, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information regarding our reportable segments.

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

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

Our business is cyclical and in recent years the Ag and Energy economies have been near the peak of the cycle. The Ag and Energy industries have fallen off of their peaks and entered into a down cycle characterized by reduced commodity prices and lower margins globally. This down cycle also impacts the nitrogen fertilizer industry and as a result, we expect to be similarly impacted in our Nitrogen Production business. We are unable to predict how long this down cycle will last or whenhow severe it will bottom out.may be. During this period, we, along with our competitors and customers, expect our revenues, margins and cash flows to be under pressure as energy and commodity prices remain low and potentially further decline. As we operate in this ongoing down cycle, we are taking prudent actions regarding costs and investments, while continuing to position ourselves to take advantage of opportunities as they arise.



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Results of Operations

Comparison of the three months ended November 30,February 29, 2016 and February 28, 2015 and November 30, 2014

General.  We recorded incomea loss before income taxes of $289.9$76.5 million during the three months ended November 30, 2015February 29, 2016 compared to $435.7income before income taxes of $90.5 million during the three months ended November 30, 2014,February 28, 2015, a decrease of $145.8 million (33%).$167.0 million. Operating results reflected the impacts of a down cycle in the Ag and Energy economies, which led to decreased pretax earnings in our Energy segment, Ag segment and Ag segments,Corporate and Other. These losses were partially offset by increased pretax earnings in Corporate and Other.our new Nitrogen Production segment, which reflects the results of our strategic investment in CF Industries Nitrogen, LLC ("CF Nitrogen").

Our Energy segment generated incomeloss before income taxes of $192.9$63.1 million for the three months ended November 30, 2015February 29, 2016 compared to $279.2income before income taxes of $12.1 million in the three months ended November 30, 2014,February 28, 2015, representing a decrease of $86.3 million (31%).$75.2 million. The majority of the declineour decreased earnings for the three months ended November 30, 2015,February 29, 2016 was driven by our refined fuels business as a result ofdue primarily to significantly lower refining margins, which included an insignificanta $46.1 million non-cash charge to reduce our inventory to market value. Like all downstream refinery owners, we are impacted by fluctuations in energy commodity prices by the requirement to reduce our inventory values to the lower of cost or market (LCM)("LCM") and should energy commodity prices continue to decline, we may be subject to additional non-cash LCM adjustments which could be significant. To the extent that market prices recover, we may be able to reverse prior LCM adjustments. Our lubricants and transportation businessesbusiness also experienced declines while our propane businessand transportation businesses earnings increased over the same period versus prior year. We are subject to the 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, identified as RINs, in lieu of blending. The Environmental Protection Agency ("EPA") generally establishes new annual renewable fuels percentage standards ("mandate") 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 we cannot generate enough RINs to meet the needs of our refining capacity and therefore RINs must be purchased on the open market. The price of RINs can be extremely volatile. On November 30, 2015, the EPA released the final mandate for years 2014, 2015 and 2016 andresulting in an increase to the price of RINs has increased substantially since the finalization of the mandate.RINs. This increase did not have a significantmaterial impact on our financial results.



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Our Ag segment generated incomea loss before income taxes of $69.3$31.1 million for the three months ended November 30, 2015February 29, 2016 compared to $139.3income before income taxes of $61.1 million in the three months ended November 30, 2014,February 28, 2015, a decrease in earnings of $70.0$92.2 million. Earnings from our wholesale crop nutrients business decreased $31.5 million (50%).for the three months ended February 29, 2016 compared with the three months ended February 28, 2015, primarily due to decreased margins. Our processing and food ingredients businesses experienced decreased earnings of $20.8 million for the three months ended February 29, 2016 compared to the same period of the previous year, primarily related to lower margins in our soybean crushing business along with an impairment charge for assets held for sale. Our country operations business earnings decreased $35.8$18.3 million during the three months ended November 30, 2015,February 29, 2016, compared to the same three-month period of the previous year, due primarily to a decrease indecreased grain volumes and margins in our country elevator locations.margins. Our grain marketing business earnings decreased by $28.3$17.2 million during the three months ended November 30, 2015February 29, 2016 compared with the three months ended November 30, 2014,February 28, 2015, primarily as a result of decreases in logisticaldue to lower margins. Earnings from our renewable fuels marketing and margin performance. Our processing and food ingredients business experienced an increase in earnings of $12.1production operations decreased by $1.3 million for the three months ended November 30, 2015 compared to the same period of the previous year, primarily related to higher margins on our soybean crushing business. Earnings from our wholesale crop nutrients business decreased $15.6 million for the three months ended November 30, 2015February 29, 2016 compared with the three months ended November 30, 2014,February 28, 2015, due primarily due to decreased margins. Earnings from our renewable fuels business decreased by $2.6lower market prices on ethanol sales.

Our Nitrogen Production segment generated income before income taxes of $1.3 million forduring the three months ended November 30, 2015 compared withFebruary 29, 2016. There is no comparable income in the three months ended November 30, 2014, due to lower margins resulting from lower ethanol prices, partially offset by an increaseprior year as this segment in production volumes due to the acquisitioncomprised of our Annawan, Illinois ethanol plantnew equity method investment in CF Nitrogen, which was consummated on February 1, 2016. See Note 4, Investments, to our unaudited consolidated financial statements included in the fourth quarter of fiscal 2015.Quarterly Report on Form 10-Q for more information on this investment.

Corporate and Other generated income before income taxes of $27.7$16.4 million during the three months ended November 30, 2015February 29, 2016 compared to $17.2$17.3 million during the three months ended November 30, 2014, an increaseFebruary 28, 2015, a decrease in earnings of $10.5 million (61%). The increase is primarily related to improved performance from our Ventura Foods, LLC investment and, to a lesser extent, slightly higher earnings in our business solutions operations.$0.9 million.

Net IncomeIncome/Loss attributable to CHS Inc.  Consolidated net incomeloss attributable to CHS Inc. for the three months ended November 30, 2015February 29, 2016 was $266.5$31.0 million compared to $378.7consolidated net income attributable to CHS Inc. of $92.8 million for the three months ended November 30, 2014,February 28, 2015, which represents a $112.2$123.8 million (30%) decrease. As previously discussed, this loss is the result of a down cycle in the Ag and Energy businesses which has led to reduced commodity prices and lower margins globally.

Revenues.  Consolidated revenues were $7.7$6.6 billion for the three months ended November 30, 2015February 29, 2016 compared to $9.5$8.4 billion for the three months ended November 30, 2014,February 28, 2015, representing a decrease of $1.8 billion (19%(21%). decrease.


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Our Energy segment revenues, after elimination of intersegment revenues, of $1.6$1.1 billion decreased by $1.2 billion (44%$778.8 million (42%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015. During the three months ended November 30,February 29, 2016 and February 28, 2015, and 2014, our Energy segment recorded revenues from sales to our Ag segment of $107.1$67.2 million and $175.0$101.6 million, respectively, which are eliminated as part of the consolidation process. Refined fuels revenues decreased $998.8$602.2 million (42%(45%), of which $838.0$428.6 million was related to lower prices and $160.8$173.6 million was related to lower volumes when compared to the same period of the previous year. The sales price of refined fuels decreased $1.03$0.68 per gallon (37%) and volumes decreased by approximately 7%13%. Propane revenuesrevenue decreased $234.5$203.8 million (64%(51%), which included $135.6$130.7 million related to a lower net average selling priceprices and a $98.9$73.1 million (27%)from an 18% decrease in volumes when compared to the same period of the previous year.in fiscal 2015. The average selling price of propane decreased $0.64$0.41 per gallon (51%(40%), when compared to the same period of the previousprior year.

Our Ag segment revenues, after elimination of intersegment revenues, of $6.1$5.6 billion decreased $525.8$943.7 million (8%(15%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015.

Grain revenues in our Ag segment totaled $4.2were $4.0 billion and $4.4$4.7 billion for the three months ended February 29, 2016 and February 28, 2015, respectively. The decrease in grain revenues was primarily the result of lower average sales prices of $1.8 billion, which was partially offset by higher net volumes of $1.1 billion during the three months ended November 30, 2015 and 2014, respectively. Of the grain revenues decrease of $248.0 million (6%), $181.6 million is due to decreased average grain selling prices and $66.4 million is due to lower net volumes during the three months ended November 30, 2015February 29, 2016 compared to the same period of the previousprior year. The average sales price of all grain and oilseed commodities sold reflected a decrease of $0.27$2.03 per bushel (4%(31%) when compared to the three months ended November 30, 2014.February 28, 2015. Wheat, volumes decreased, partially offset by volume increases in corn and soybeans,soybean volumes increased by approximately 14% compared to the three months ended November 30, 2014.February 28, 2015.

Our processing and food ingredients revenues in our Ag segment of $393.7$396.4 million decreased $28.6$3.9 million (7%(1%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014. TheFebruary 28, 2015. For the three months ended February 29, 2016, the net decrease in revenues is comprised of a $72.9 million decrease in the average selling price partially offset by an increase in volumes of our oilseed products of $44.3$116.8 million, partially offset by a $112.9 million increase in volumes compared to the three months ended November 30, 2014. Typically, changesFebruary 28, 2015. The increase in average selling pricesvolumes sold is mostly due to the acquisition of oilseed products are primarily driven bya plant in the average market pricesfourth quarter of soybeans.fiscal 2015.

Wholesale crop nutrient revenues in our Ag segment of $512.5totaled $360.3 million which decreased $59.8$115.3 million (10%(24%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015. The wholesale crop nutrient revenues decrease is comprisedconsisted of $20.3$59.6 million related to lower volumes and $39.5$55.7 million associated with lower prices during the three months ended November 30, 2015February 29, 2016 compared to the same period of the previous year. The average sales price of all fertilizers sold decreased $26.76 (7%$48.79 (13%) per ton compared to the same period of the previous year. Our wholesale crop

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nutrient volumes decreased 4%13% during the three months ended November 30, 2015February 29, 2016 compared with the three months ended November 30, 2014.February 28, 2015.

Our renewable fuels revenue of $385.3 millionfrom our marketing and production operations decreased by $109.0$55.1 million (22%) during the three months ended November 30, 2015February 29, 2016 when compared with the same period from the previous year. During the current year we experienced an aggregate decrease in the average sales price of our marketing and productionOur lower renewable fuels productsrevenues were driven by a decrease of $65.0$95.8 million due to lower average selling prices, which decreasedwas partially offset by $0.28 (14%) per gallon$40.7 million of higher sales volumes during the three months ended November 30, 2015 compared toFebruary 29, 2016. The lower prices of our renewable fuels were driven by lower prices of traditional fuels, which was partially offset by the three months ended November 30, 2014. This decrease was also comprisedacquisition of an aggregate decreaseour ethanol plant in our marketing and production renewable fuels sales volumefourth quarter of $44.0 million (9%) when compared to the three months ended November 30, 2014.fiscal 2015.

Our Ag segment other product revenues, primarily feed and farm supplies, of $571.4$317.9 million decreased by $83.1$69.0 million (13%(18%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014,February 28, 2015, primarily the result of a decrease in our country operations retail crop nutrientsenergy product sales and the sales price of energy related products.feed sales.

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

Cost of Goods Sold.  Consolidated cost of goods sold was $7.3$6.6 billion for the three months ended November 30, 2015February 29, 2016 compared to $8.9$8.1 billion for the three months ended November 30, 2014,February 28, 2015, representing a decrease of $1.6$1.5 billion (18%(19%). decrease.

Our Energy segment cost of goods sold, after elimination of intersegment costs, of $1.4$1.1 billion decreased by $1.1 billion (45%$705.1 million (39%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015. For the three months ended November 30, 2015,February 29, 2016, refined fuels costs decreased $863.1$505.1 million (39%), which was primarily driven bya combination of a decrease in the average cost of $0.53 per gallon (30%) or $338.5 million and a decrease in volumes of $0.88 (36%) with the remainder of the decrease due to lower volumes13% when compared to

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the three months ended November 30, 2014.February 28, 2015. Cost of goods sold for propane decreased $267.1$194.8 million (69%(53%), which reflects a 27%an 18% decrease in volumes and an average cost decrease of $0.76$0.40 per gallon (57%(42%), when compared to the three months ended November 30, 2014.February 28, 2015.

Our Ag segment cost of goods sold, after elimination of intersegment costs, of $5.9$5.5 billion decreased $447.1$859.3 million (7%(14%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015. Grain cost of goods sold in our Ag segment totaled $4.1$4.0 billion and $4.2$4.6 billion during the three months ended November 30,February 29, 2016 and February 28, 2015, and 2014, respectively. The cost of grains and oilseed procured through our Ag segment decreased $165.7$528.2 million (4%(12%) compared to the three months ended November 30, 2014.February 28, 2015. This is primarily the result of a $0.15 (2%$1.91 (30%) decrease in the average cost per bushel, and, to a lesser extent, a slight decreasewhich was partially offset by an increase in the bushels sold of 25%, as compared to the same period of the previous year. The average month-end market price per bushel of corn, and soybeans decreased, partially offset by increasedand spring wheat prices,all decreased compared to the same period of the previous year.

Our processing and food ingredients cost of goods sold in our Ag segment of $369.3$387.3 million decreased $40.7increased $13.8 million (10%(4%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014.February 28, 2015. The net decreaseincrease is comprised of an $83.7 million decrease in average selling price, partially offset by an increase in volumes of our oilseed products of $43.0$105.4 million, partially offset by a $91.6 million decrease associated with a lower average cost compared to the three months ended November 30, 2014.February 28, 2015. Typically, changes in costs are primarily due to changes in the cost of soybeans purchased. The increase in volumes sold is partially due to the acquisition of a plant in the fourth quarter of fiscal 2015.

Wholesale crop nutrients cost of goods sold in our Ag segment of $514.3totaled $369.2 million and decreased $41.3$86.3 million (7%(19%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014. ThisFebruary 28, 2015. The net decrease is primarily the resultcomprised of a $14.64 (4%) net 13% decrease in the tons sold and a decrease in the average cost of fertilizer of $25.59 per ton of fertilizer as well as a decrease in tons sold of 4%(7%), when compared to the same period of the previous year.

Renewable fuels cost of goods sold from our marketing and production operations decreased $112.6$62.6 million (23%), during the three months ended November 30, 2015, primarily from an aggregateFebruary 29, 2016, due to a decrease in the average cost of $0.30 per gallon (16%of $0.42 (23%) and a 9% aggregate decreasepartially offset by an increase in volumes sold of 10%, when compared with the same period of the previous year. The increase in volumes in our marketing business was due to the acquisition of our ethanol plant in the fourth quarter of fiscal 2015.

Our Ag segment other product cost of goods sold, primarily feed and farm supplies, decreased $89.2$13.3 million (17%(13%) during the three months ended November 30, 2015February 29, 2016 compared to the three months ended November 30, 2014,February 28, 2015, primarily the result of a decrease in seed, retail crop nutrientsenergy products and energy product costs.feed products.


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TableOur Nitrogen Production segment cost of Contentsgoods sold was $5.8 million during the three months ended February 29, 2016, with no comparable costs in the prior year. The cost of goods sold resulted from hedges on natural gas contracts associated with our new investment in CF Nitrogen which was consummated on February 1, 2016. See Note 4, Investments, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on this investment.


Marketing, General and Administrative.  Marketing, general and administrative expenses of $152.0$180.7 million for the three months ended November 30, 2015 decreasedFebruary 29, 2016 increased by $10.0 million (6%) compared to the three months ended November 30, 2014,February 28, 2015, primarily due to a bad debt provisionforeign currency exchange losses that occurreddid not occur in the prior year related to an international customer and foreign exchange hedging activity, partially offset by increased compensation costs associated with acquisitions and growth.year.

Gain/LossGain on Investments. Gain on investments for the three months ended November 30, 2015February 29, 2016 was $5.7$3.1 million an increasecompared to $2.2 million during the three months ended February 28, 2015.

Interest, net.  Net interest of $2.9$15.7 million for the three months ended February 29, 2016 increased $4.9 million compared to the three months ended November 30, 2014.

InterestFebruary 28, 2015. The majority of the increase was primarily due to higher interest expense net.  Netof $11.3 million associated with increased debt balances, as well as lower capitalized interest of $7.0$5.6 million for the three months ended November 30, 2015 decreased $14.9 million compared to the three months ended November 30, 2014. Of the total decrease, $14.1 million was associated with our ongoing capital projects. These items were partially offset by additional interest income of $7.1 million and a decrease of $4.9 million in patronage due toearned by the noncontrolling interests of NCRA, which is recorded as interest holders in CHS McPherson.expense as a result of our previous agreement to purchase the remaining NCRA noncontrolling interest, which purchase was completed at the beginning of fiscal 2016.

Equity Income from Investments.  Equity income from investments of $31.4$28.0 million for the three months ended November 30, 2015February 29, 2016 increased $6.7$3.8 million compared to the three months ended November 30, 2014.February 28, 2015. The increase was primarily related to equity earnings recognized from the equity method investment in CF Nitrogen which was consummated on February 1, 2016. See Note 4, Investments, to our unaudited consolidated financial statements included in this Quarterly Report on Form

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10-Q for more information. We record equity income or loss primarily from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.

Income Taxes.  IncomeWe recorded an income tax expensebenefit of $23.7$46.3 million for the three months ended November 30, 2015,February 29, 2016, compared with $57.3a benefit of $2.4 million for the three months ended November 30, 2014, resultedFebruary 28, 2015, resulting in effective tax rates of 8.2%(60.5%) and 13.2%(2.7%), respectively. The tax benefit for the three months ended February 29, 2016 is primarily due to a settlement with the Internal Revenue Service on a certain tax item as well as the recognition of fiscal 2015 tax credits from the enactment of the Protecting Americans from Tax Hikes Act of 2015 during the quarter. The federal and state statutory ratesrate applied to nonpatronage business activity werewas 38.3% and 38.1% for the three months ended November 30,February 29, 2016 and February 28, 2015, and 2014, respectively. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of the comparable years.

Comparison of the six months ended February 29, 2016 and February 28, 2015

General. We recorded income before income taxes of $213.4 million during the six months ended February 29, 2016 compared to $526.1 million during the six months ended February 28, 2015, a decrease of $312.7 million (59%). Operating results reflected decreased pretax earnings in our Energy segment and in our Ag segment, partially offset by increased pretax earnings in Corporate and Other and our new Nitrogen Production segment which reflects the results of our strategic investment in CF Nitrogen.

Our Energy segment generated income before income taxes of $129.8 million for the six months ended February 29, 2016 compared to $291.3 million in the six months ended February 28, 2015, representing a decrease of $161.5 million (55%), primarily due to significantly reduced refining margins in fiscal 2016, which included an $80.2 million non-cash charge to reduce our inventory to market value. Like all downstream refinery owners, we are impacted by fluctuations in energy commodity prices by the requirement to reduce our inventory values to the LCM and should energy commodity prices continue to decline, we may be subject to additional non-cash LCM adjustments which could be significant. To the extent that market prices recover, we may be able to reverse prior LCM adjustments. Our lubricants and transportation businesses also experienced declines while our propane business earnings increased over the same period versus prior year. We are subject to the RFS which requires refiners to blend renewable fuels (e.g., ethanol, biodiesel) into their finished transportation fuels or purchase renewable energy credits, identified as RINs, in lieu of blending. The EPA generally establishes new annual renewable fuels 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 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 extremely volatile. On November 30, 2015, the EPA released the final mandate for years 2014, 2015, and 2016 resulting in an increase to the price of RINs. This increase did not have settleda significant impact on our financial results.
Our Ag segment generated income before income taxes of $38.1 million for the six months ended February 29, 2016 compared to $200.4 million in the six months ended February 28, 2015, a decrease in earnings of $162.3 million (81%). Earnings from our wholesale crop nutrients business decreased $43.9 million for the six months ended February 29, 2016, compared with the same period in fiscal 2015, primarily due to decreased margins. Earnings from our renewable fuels marketing and production operations decreased $3.9 million for the six months ended February 29, 2016 compared with the six months ended February 28, 2015, primarily due to lower market prices for ethanol. Our processing and food ingredients businesses experienced a decrease in earnings of $8.8 million for the six months ended February 29, 2016 compared to the same period of the previous year, primarily due to an impairment charge for assets held for sale. Our country operations earnings decreased $54.1 million primarily due to lower grain margins during the six months ended February 29, 2016. Our grain marketing earnings decreased $48.6 million during the six months ended February 29, 2016 compared with the same period in the prior year, primarily as a result of lower margins. The lower margins referenced above are the result of the down cycle in the Ag economy previously discussed which has resulted in reduced commodity prices and lower margins across the globe.

Nitrogen Production generated income before income taxes of $1.3 million during the six months ended February 29, 2016 for which there is no comparable income in the prior year as the income is due to our new equity method investment in CF Nitrogen which was consummated on February 1, 2016. See Note 4, Investments, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on this investment.

Corporate and Other generated income before income taxes of $44.1 million for the six months ended February 29, 2016 compared to $34.5 million during the same period of the previous year, an increase in earnings of $9.6 million (28%). The

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increase is primarily related to higher earnings, net of allocated expenses, associated with our Ventura Foods equity method investment.

Net Income attributable to CHS Inc. Consolidated net income attributable to CHS Inc. for the six months ended February 29, 2016 was $235.5 million compared to $471.5 million for the six months ended February 28, 2015, which represents a $236.0 million decrease (50%). This significant decrease in profitability is the result of a down cycle in the Ag and Energy economies which has resulted in reduced commodity prices and lower margins globally.

Revenues. Consolidated revenues were $14.4 billion for the six months ended February 29, 2016 compared to $17.9 billion for the six months ended February 28, 2015, which represents a $3.5 billion decrease (20%).

Our Energy segment revenues of $2.7 billion, after elimination of intersegment revenues, decreased by $2.0 billion (43%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015. During the six months ended February 29, 2016 and February 28, 2015, our Energy segment recorded revenues from sales to our Ag segment of $174.3 million and $280.5 million, respectively. Refined fuels revenues decreased $1.7 billion (44%) during the six months ended February 29, 2016, of which approximately $1.3 billion related to a decrease in the net average selling price and $376.2 million related to a decrease in sales volumes, compared to the same period in the previous year. The sales price of refined fuels products decreased $0.91 per gallon (38%), and sales volumes decreased by 10%, when compared to the same six-month period of the previous year. Propane revenues decreased $409.8 million (56%), of which $247.4 million was related to a decrease in the net average selling price and $162.4 million was attributable to a decrease in volumes. Propane sales volume decreased 22%, and the average selling price of propane decreased $0.47 per gallon (43%) in comparison to the same period of the previous year.

Our Ag segment revenues of $11.7 billion, after elimination of intersegment revenues, decreased $1.5 billion (11%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015.

Grain revenues in our Ag segment totaled $8.2 billion and $9.1 billion during the six months ended February 29, 2016 and February 28, 2015, respectively. Of the grain revenues decrease of $844.3 million (9%), approximately $1.9 billion is due to decreased average grain selling prices, partially offset by a $1.1 billion net increase in volume during the six months ended February 29, 2016 compared to the same period in the prior year. The average sales price of all grain and oilseed commodities sold reflected a decrease of $1.25 per bushel (19%) over the same six-month period in the previous year.

Our processing and food ingredients revenues in our Ag segment of $790.1 million decreased $32.5 million (4%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015. The net decrease in revenues is comprised of $194.3 million from a lower average selling price of our oilseed products, partially offset by an increase of $161.8 million in volumes compared to the six months ended February 28, 2015. Typically, changes in average selling prices of oilseed products are primarily driven by the average market price of soybeans. The increase in volumes sold is mostly due to the acquisition of a plant in the fourth quarter of fiscal 2015.

Wholesale crop nutrient revenues in our Ag segment totaled $871.9 million, which decreased $174.9 million (17%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015. Of the decrease noted, $94.4 million was related to lower average fertilizer selling prices and $80.5 million was related to lower volumes during the six months ended February 29, 2016 compared to the same period in the prior year. Our wholesale crop nutrient volumes decreased 8% during the six months ended February 29, 2016 compared with the same period in the previous year, which reflects a more challenging Ag economy where producers are being more judicious in their expenditures associated with crop nutrients. The average sales price of all fertilizers sold reflected a decrease of $36.08 per ton (10%) compared with the same period of the previous year.

Our renewable fuels revenue from our marketing and production operations decreased $179.1 million (20%) during the six months ended February 29, 2016 when compared with the same period from the previous year. A decrease of $177.0 million was driven by lower average selling prices and a decrease of $2.1 million was due to lower sales volumes which more than offset the added sales volumes associated with the acquisition of an ethanol facility in the fourth quarter of fiscal 2015. The lower average sales price of our ethanol was impacted by the decline in the price of traditional fuels.

Our Ag segment other product revenues, primarily feed and farm supplies, of $878.7 million decreased by $151.6 million during the six months ended February 29, 2016 compared to the six months ended February 28, 2015. The decrease was primarily the result of decreased country operations retail sales of feed and the decreased sales price of energy related products.


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

Cost of Goods Sold. Consolidated cost of goods sold was $13.9 billion for the six months ended February 29, 2016 compared to $17.0 billion for the six months ended February 28, 2015, which represents a $3.1 billion (18%) decrease.

Our Energy segment cost of goods sold, after elimination of intersegment costs, of $2.5 billion decreased by $1.8 billion (42%) during the six months ended February 29, 2016 compared to the same period of the prior year. The decrease in cost of goods sold is primarily due to a decrease in the cost of goods purchased for refined fuels and propane. Refined fuels cost of goods sold decreased $1.3 billion (40%), which reflects a $0.70 per gallon (33%) decrease in the average cost of refined fuels when compared to the same period of the previous year. The cost of goods sold related to propane decreased $433.5 million (59%), primarily from an average cost decrease of $0.51 per gallon (48%) and a 22% decrease in volumes due to warmer temperatures in fiscal 2016 compared to fiscal 2015.

Our Ag segment cost of goods sold, after elimination of intersegment costs, of $11.4 billion, decreased $1.3 billion (10%) during the six months ended February 29, 2016 compared to the same period of the prior year. Grain cost of goods sold in our Ag segment totaled $8.1 billion and $8.8 billion during the six months ended February 29, 2016 and February 28, 2015, respectively. The cost of grains and oilseed procured through our Ag segment decreased $678.6 million (8%) compared to the six months ended February 28, 2015. This is the result of a decrease in the average cost per bushel of $1.12 (18%), which was partially offset by 12% higher volumes, for the six months ended February 29, 2016, when compared to the same period in the prior year. The average month-end market price per bushel of soybeans, corn and spring wheat decreased compared to the same period of the previous year.

Our processing and food ingredients cost of goods sold in our Ag segment of $756.6 million decreased $26.9 million (3%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015. The net decrease is comprised of $181.1 million from a lower average cost of oilseeds purchased for further processing, partially offset by $154.2 million in higher volumes compared to the six months ended February 28, 2015. Changes in cost are typically driven by the market price of soybeans purchased. The increase in volumes sold is mostly due to the acquisition of a plant in the fourth quarter of fiscal 2015.

Wholesale crop nutrients cost of goods sold in our Ag segment totaled $882.5 million and decreased $127.4 million (13%) during the six months ended February 29, 2016 compared to the same period of the prior year. The decrease is the result of 8% lower volumes and to a lesser extent a 5% lower average cost per ton of $19.01, when compared to the same six-month period in the prior year.

Renewable fuels cost of goods sold associated with our marketing and production operations decreased $189.3 million (22%) during the six months ended February 29, 2016, primarily from a decrease in the average cost per gallon of $0.40 (21%) and a slight decrease in volumes, when compared with the same period of the previous year. The volumes reflect increased sales on a comparative basis associated with the ethanol plant we acquired in the fourth quarter of fiscal 2015.

Our Ag segment other product cost of goods sold, primarily feed and farm supplies, decreased $100.7 million (13%) during the six months ended February 29, 2016 compared to the six months ended February 28, 2015, primarily the result of decreased country operations retail sales of feed and the increased purchase price of energy related products.

Our Nitrogen Production segment cost of goods sold was $5.8 million during the six months ended February 29, 2016, with no comparable costs in the prior year. The cost of goods sold resulted from hedges on natural gas contracts associated with our new investment in CF Nitrogen which was consummated on February 1, 2016. See Note 4, Investments, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on this investment.
Marketing, General and Administrative. Marketing, general and administrative expenses of $332.8 million for the six months ended February 29, 2016 remained flat compared to the six months ended February 28, 2015, primarily due to foreign currency exchange losses that did not occur in the prior year, offset by decreased compensation costs.
Gain on Investments. Gain on investments for the six months ended February 29, 2016 was $8.7 million, an increase of $3.6 million (72%) compared to the six months ended February 28, 2015. The increase was related to gains on bond transactions specific to our international operations.

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Interest, net. Net interest of $22.7 million for the six months ended February 29, 2016 decreased $10.0 million compared to the same period of the previous year. The decrease is the net impact of higher interest income of $6.6 million in the current year and patronage in the prior year associated with the noncontrolling interest of NCRA of $18.9 million which didn't occur in the current year. These items were partially offset by lower capitalized interest of $3.8 million and higher interest expense of $11.7 million associated with increased debt balances in the current year.

Equity Income from Investments. Equity income from investments of $59.4 million for the six months ended February 29, 2016 increased $10.6 million (22%) compared to the six months ended February 28, 2015. The increase was primarily related to equity earnings recognized from the recently completed equity method investment in CF Nitrogen. See Note 4, Investments, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on this investment. We record equity income or loss from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.

Income Taxes. We recorded an income tax benefit of $22.6 million for the six months ended February 29, 2016 compared to an income tax expense of $54.9 million for the six months ended February 28, 2015 resulting in effective tax rates of (10.6%) and 10.4%, respectively. The tax benefit for the six months ended February 29, 2016 is primarily due to a settlement with the Internal Revenue Service on a certain tax item inas well as the second quarterrecognition of fiscal 2015 tax credits from the enactment of the Protecting Americans from Tax Hikes Act of 2015 during the year. The federal and state statutory rate applied to nonpatronage business activity was 38.3% and 38.1% for the six-month periods ended February 29, 2016 which will have a significant favorable impact to ourand February 28, 2015, respectively. The income taxes and effective tax rate vary each year based upon profitability and consequently, to our net income.nonpatronage business activity during each of the comparable years.


Liquidity and Capital Resources
    
In assessing our financial condition, we consider factors such as working capital and internal benchmarking related to our applicable financial covenants. We fund our operations through a combination of cash flows from operations and revolving credit facilities. We fund our capital expenditures and growth primarily through long-term debt financing and issuance of preferred stock.

On November 30, 2015,February 29, 2016, we had working capital, defined as current assets less current liabilities, of $2.7 billion$890.8 million and a current ratio, defined as current assets divided by current liabilities, of 1.41.1 compared to working capital of $2.8 billion and a current ratio of 1.5 on August 31, 2015. The decrease in working capital was driven primarily by reduced cash levels and by increased short-term borrowings used to finance working capital that had previously been supported on an interim basis by preferred stock proceeds. The cash and extracted preferred stock proceeds were used to fund part of the $2.8 billion investment in CF Nitrogen that was consummated on February 1, 2016. On November 30, 2014,February 28, 2015, we had working capital of $3.4$3.7 billion and a current ratio of 1.51.6 compared to working capital of $3.2 billion and a current ratio of 1.5 on August 31, 2014.

As of November 30, 2015,February 29, 2016, we had cash and cash equivalents of $1.3 billion,$339.5 million, total equities of $7.8$7.7 billion, long-term debt of $1.4$2.6 billion and notes payable of $1.7$2.8 billion. Our capital allocation priorities include taking advantage of strategic opportunities, maintaining our assets, paying our dividends, returning cash to our member-owners in the form of patronage refunds, paying down funded debt, taking advantage of strategic opportunities and investing to growbenefit our business.owners. Our primary sources of cash infor the first quarter of fiscalsix months ended February 29, 2016 were net cash flows from operations and financing through notes payable. Primaryproceeds from lines of credit and long-term borrowings. The primary uses of cash during that period were payments on indebtedness, our investment in CF Nitrogen, capital expenditures, the distribution of patronage refunds and dividends (preferred stock), payments on mandatorily redeemable noncontrolling interests, acquisition of inventory and advances to suppliers.. We believe that cash generated by operating activities, along with available borrowing capacity under our revolving credit facilities, will be sufficient to support our operations for at least the next twelve12 months.    

In addition to our working capital and other normal liquidity requirements, we expect to utilize available liquidity, including cash and cash equivalents, to fund our ongoing capital expenditures. For fiscal 2016, we expect total capital expenditures to be approximately $1.2 billion.$912.1 million. Included in that amount is approximately $515.7$429.6 million for the acquisition of property, plant and equipment and major repairs at our Laurel, Montana and McPherson, Kansas refineries. That amount includes $11.4the remaining expenditures for our multi-year, $583.6 million for the remainder of a multi-year project to replace a coker at theour McPherson refinery with an expected total cost of $580.4 million and expected completion in fiscal 2016.refinery. We incurred $167.4 million of costs related to the coker project in fiscal 2015 and $30.2$37.4 million during the first quartertwo quarters of fiscal 2016 before placing the coker into service in February 2016. We also began a $359.8$368.5 million expansion at the McPherson refinery during the year ended August 31, 2013 which is anticipated to be completed in fiscal 2016. We incurred $159.2 million of costs related to the expansion during the year ended August 31, 2015 and $15.8$22.4 million during the first quartertwo quarters of fiscal 2016.


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In August 2015,On February 1, 2016, we entered into an agreementinvested $2.8 billion in CF Nitrogen, commencing our strategic venture with CF Industries Holdings, Inc. ("CF Industries") to invest $2.8 billion in cash in exchange forThe investment consists of an 11.4% membership interest (based on product tons) in CF Industries Nitrogen LLC ("CF Nitrogen")Nitrogen; and a separatean associated 80-year supply agreement that entitles us to purchase nitrogen fertilizer productsup to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate annually from that entity over an 80-year term. The closing date for our investment in CF Nitrogen is anticipated to be February 1, 2016, and we intend to finance this transaction using additionalfor ratable delivery. The investment was financed through the issuance of long-term debt in combination with borrowings under existing credit facilities and available cash.

As of August 31, 2015, we had a five-year, unsecured revolving credit facility with a syndication of domestic and international banks and a committed amount of $2.5 billion that would expire in June 2018, which had no amounts outstanding as of August 31, 2015.outstanding. In September 2015, this facility was amended and restated. As a result, this facility now has a committed amount of $3.0 billion and expires in September 2020. As of November 30, 2015February 29, 2016 we had $450.0$600.0 million outstanding under this facility. The financial covenants for the revolving facility require us to maintain a minimum consolidated net worth, adjusted as defined in the credit agreement relating to this facility, of $3.5 billion and a consolidated funded debt to consolidated cash flow ratio of no greater than 3.50 to 1.00. The term consolidated cash flow is principally our earnings before interest, taxes, depreciation and amortization ("EBITDA") with adjustments as defined in the credit agreement relating to this facility. A third financial ratio does not allow our adjusted consolidated funded debt to consolidated net worth to exceed 0.80 to 1.00 at the end of each fiscal quarter. As of November 30, 2015,February 29, 2016, we were in compliance with all of these covenants.
        
In December 2015, we entered into three bilateral, uncommitted revolving credit facilities with an aggregate capacity of $1.3 billion. Amounts borrowed under these short-term lines are used primarily to fund our working capital and bear interest at base rates (or LIBOR rates) plus applicable margins ranging from 0.25% to 1.00%. As of February 29, 2016, outstanding borrowings under the facilities were $667.6 million.
In addition, our wholly-ownedwholly owned subsidiary, CHS Capital, LLC ("CHS Capital"), makes seasonal and term loans to member cooperatives, businesses and individual producers of agricultural products included in our cash flows from investing activities, and has its own financing explained in further detail below under “Cash Flows from Financing Activities.”

Cash Flows from Operations

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

Cash flows provided by operating activities were $319.1 million for the six months ended February 29, 2016 compared to cash flows used in operating activities were $416.1 million and $26.5of $502.2 million for the threesix months ended November 30, 2015 and November 30, 2014, respectively.February 28, 2015. The fluctuationdifference in cash flows when comparing the two periods is primarily due to increasedsignificantly decreased cash outflows associated with changes in the first quarter ofnet operating assets and liabilities in fiscal 2015 for increased working capital needs2016 when compared to the same period in fiscal 2016.2015.

Our operating activities generated net cash of $416.1$319.1 million during the threesix months ended November 30, 2015.February 29, 2016. The cash provided by operating activities resulted from increasednet income of $236.0 million and net non-cash expenses and distributions from equity investments of $172.3 million, partially offset by a decrease in cash flows due to changes in net operating assets and liabilities of $60.7 million,$89.2 million. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including amortization of $89.3major repair costs, of $243.6 million, partially offset by gains on our crack spread contingent consideration liability of $51.8 million and net incomedeferred taxes of $266.2$31.1 million. The increaseddecrease in cash flows from changes in net operating assets and liabilities was caused primarily by an increase in feed and farm supplies inventory (81% increase related to the buildup of feed and farm supplies for the spring agronomy season) and supplier advances, partially offset by a decrease in receivables combined with increased accounts payable and the benefit of additional customer advance payments, partially offset by additional inventory purchases and supplier advances. Decliningpayments. During the six months ended February 29, 2016, declining commodity prices decreased the amounts we needed to expend to obtain inventory duringinventory. On February 29, 2016, the three months ended November 30, 2015. On November 30, 2015, the per bushelper-bushel market prices of wheat, soybeans and corn had decreased by $0.27 (5%$0.05 (1%), $0.17 (2%$0.45 (5%), and $0.27 (7%$0.38 (10%), respectively, when compared to spot prices on August 31, 2015. Comparing the same periods, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses decreased withexperienced decreases ranging from 9% to 29%, depending on the most significant decrease occurring in potash and urea, which each decreased by approximately 13%.product. Additionally, crude oil market prices decreased by $8$15.45 per barrel (15%(31%) from August 31, 2015 to November 30, 2015. Our grain and oilseed inventory quantities in our Ag segment increased 49.9 million bushels (43%) when comparing inventory on November 30, 2015 to August 31, 2015.February 29, 2016.

Our operating activities providedused net cash of $26.5$502.2 million during the threesix months ended November 30, 2014.February 28, 2015. The cash provided byused in operating activities resulted from a decrease in cash flows due to changes in net operating assets and liabilities of $1.2 billion, partially offset by net income of $378.3$471.2 million and net non-cash expenses and cash distributions from equity investments of $91.7 million, partially offset by a decrease in cash flows from changes in net operating assets and liabilities of $443.5$240.5 million. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including amortization of major repair costs, of $92.0$188.7 million partially offset by the gain on the crack spread contingent liabilityand

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deferred taxes of $49.7 million. The decrease in cash flows from changes in net operating assets and liabilities was caused primarily by decreases in customer margin deposits and credit balances and increases in grain and oilseed inventory (50% increase related to an above-average fall harvest) and feed and farm supplies inventory (94% increase related to the buildup of feed and farm supplies for the spring agronomy season) compared to the prior year. Increases in inventory quantities related to an above average fall harvest, which waswere partially offset by a decreasedecreases in certain commodity prices on November 30, 2014, when comparedfrom February 28, 2015 to August 31, 2014. On November 30, 2014, the per bushelThe per-bushel market prices of our primary grain commodities, cornwheat and soybeans decreased by $0.17 (5%$0.59 (10%) and $0.74 (7%$0.59 (5%), respectively, while the spring wheat per bushelper-bushel market price of corn increased $0.06 (1%$0.26 (7%) when compared to the spot prices onfrom August 31, 2014. On November 30, 2014 to February 28, 2015. During the same period, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses generally decreased between 1% and 5%,or increased slightly depending upon the product, with

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the exception of urea, which decreased approximately 20% when compared to prices on August 31, 2014. In general,17%. Additionally, crude oil market prices decreased $29.81by $46.20 per barrel (31%(48%) on November 30, 2014 when compared tofrom August 31, 2014. Our grain and oilseed inventory quantities in our Ag segment increased 80.0 million bushels (73%) when comparing inventory on November 30, 2014 to August 31, 2014.February 28, 2015.

Our second fiscal quarter has historically been the period of our highest short-term borrowing needs; and we expect our net operating assets and liabilities to increase through our second quarter of fiscal 2016, resulting in increased cash needs. Consequently, we expect significant short-term borrowings in the second quarter of fiscal 2016 related to these normal working capital needs, as other available resources will becash is used to fund our expected $2.8 billion cash payment on February 1, 2016 related to our investment in CF Industries Nitrogen LLC ("CF Nitrogen"). We expect to increase crop nutrient and crop protection productbuild inventories and prepayments to suppliers of these products inat our wholesale crop nutrients and countryretail operations businesses duringin our second quarter of fiscal 2016. At the same time, we expect this increase in net operating assetsAg segment and liabilities to be partially offset by the collection of prepayments from our customers for these products. Prepayments are frequently used for agronomy products to assure supply and at times to guarantee prices. In addition, during our second fiscal quarter of 2016, we will make payments on deferred payment contracts to those producers that sold grain to us during prior quarters and requested payment afterwhich have accumulated over the endcourse of the prior calendar year. Our net income has historically been the lowest during our second fiscal quarter and highest during our third fiscal quarter, although we cannot ensure this trend will continue. We believe that we have adequate capacity through our current cash balances and committed credit facilities to meet any likely increase in net operating assets and liabilities.

Cash Flows from Investing Activities

For the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, the net cash used in our investing activities totaled $400.5 million$3.2 billion and $830.8$906.8 million, respectively.

We acquired property, plant and equipment totaling $251.7$428.3 million and $302.7$549.9 million during the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, respectively.

For the threesix months ended November 30,February 29, 2016 and February 28, 2015, major repairs turnaround expenditures were $18.9$19.1 million compared to $1.3and $7.5 million, in the same period of the prior year as the turnaround process was just beginning that period.respectively. Refineries have planned major maintenance to overhaul, repair, inspect and replace process materials and equipment which typically occur for a five-to-six week period every two-to-four years.

Cash paid to acquire businesses, net of cash acquired, totaled $1.0$10.2 million and $2.4 million for the threesix months ended November 30, 2015. Cash received in the acquisition of businesses, net of cash paid, totaled $5.5 million during the three months ended November 30, 2014.February 29, 2016 and February 28, 2015, respectively. These acquisitions were in our Ag segment.

Investments in joint ventures and other entities during the threesix months ended November 30,February 29, 2016 and February 28, 2015, totaled $2.8 billion and 2014, totaled $12.7 million and $40.4$57.4 million, respectively. The primary driver of the increase in fiscal 2016 compared to 2015 is our $2.8 billion investment in CF Nitrogen that was consummated on February 1, 2016.

Changes in notes receivable during the threesix months ended November 30,February 29, 2016 and February 28, 2015 and 2014 resulted in net decreases in cash flows of $137.6$4.4 million and $180.2$14.4 million, respectively. The primary cause of the change in cash flows during both periods relates to changes in CHS Capital notes receivable.
    
Cash Flows from Financing Activities

For the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, our financing activities provided net cash of $285.9$2.3 billion and $535.4 million, and $348.0 million, respectively.

As discussed above, we intend The primary driver of the increase in fiscal 2016 compared to 2015 is increased borrowings used to finance our expected$2.8 billion investment in CF Nitrogen in the second quarter of fiscal 2016 using additional long-term debt in combination with existing credit facilities and available cash.on February 1, 2016.

Working Capital Financing:

We finance our working capital needs through lines of credit with domestic and international banks. On November 30,February 29, 2016 and August 31, 2015, we had total short-term indebtedness outstanding on the various facilities described below and other miscellaneous short-term notes payable of $2.2 billion and $813.7 million, respectively.

On February 29, 2016, we had a five-year, unsecured revolving credit facility, expiring in September 2020, with a committed amount of $3.0 billion, of which $450.0$600.0 million was outstanding. In December 2015, we entered into three bilateral, uncommitted revolving credit facilities with an aggregate capacity of $1.3 billion. Amounts borrowed under these short-term lines are used primarily to fund our working capital and bear interest at base rates (or LIBOR rates) plus applicable margins ranging from 0.25% to 1.00%. As of February 29, 2016, outstanding borrowings under these facilities were $667.6 million.


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In addition to our primary revolving line of credit facilities, we have a three-year $250.0 million committed revolving pre-export credit facility for CHS Agronegocio Industria e Comercio Ltda ("CHS Agronegocio"), a wholly-ownedwholly owned subsidiary, to provide financing for its working capital needs arising from its purchases and sales of grains, fertilizers and other agricultural products which expires in October 2016. The outstanding balance on this facility was $205.0$190.0 million as of November 30, 2015.

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Table of ContentsFebruary 29, 2016.

In April 2016, CHS Agronegocio entered into a new three-year, $325.0 million committed revolving pre-export credit facility as a successor to the aforementioned $250.0 million credit facility. This facility will be used to provide financing for its working capital needs arising from its purchases and sales of grains, fertilizers and other agricultural products and expires in April 2019. In conjunction with entering into this facility, CHS Agronegocio agreed not to request additional advances under the $250.0 million facility. The amount available at closing under the new facility was $325.0 million and the outstanding balance was zero.


As of November 30, 2015,February 29, 2016, CHS Agronegocio also had uncommitted lines of credit with $205.1$184.3 million outstanding. In addition, our other international subsidiaries had uncommitted lines of credit with a total of $324.1$537.5 million outstanding at November 30, 2015,February 29, 2016, of which $200.5$240.2 million was collateralized. On November 30, 2015 and August 31, 2015, we had total short-term indebtedness outstanding on these various facilities and other miscellaneous short-term notes payable totaling $734.2 million and $813.7 million, respectively.

We have two uncommitted commercial paper programs with an aggregate capacity of $125.0 million, with two banks participating in our revolving credit facilities. Terms of our revolving credit facilities do not allow them to be used to pay principal under a commercial paper facility. On November 30, 2015February 29, 2016 and August 31, 2015, we had no commercial paper outstanding.

In December 2015, we entered into three bilateral, uncommitted revolving credit facilities with an aggregate capacity of $1.3 billion. Amounts borrowed under these short-term lines will be used primarily to fund our working capital and will bear interest at base rates (or LIBOR rates) plus applicable margins ranging from 0.25% to 1.00%. We made initial borrowings of $150 million under these agreements in December 2015.

CHS Capital Financing:

Cofina Funding, LLC ("Cofina Funding"), a wholly-ownedwholly owned subsidiary of CHS Capital, had commitments totaling $350.0 million as of November 30, 2015,February 29, 2016, under note purchase agreements with various purchasers, through the issuance of short-term notes payable. CHS Capital sells eligible commercial loans receivable it has originated to Cofina Funding, which are then pledged as collateral under the note purchase agreements. The notes payable issued by Cofina Funding bear interest at variable rates based on commercial paper with a weighted average rate of 1.08%1.36% as of November 30, 2015.February 29, 2016. Borrowings by Cofina Funding utilizing the issuance of commercial paper under the note purchase agreements totaled $112.0$196.0 million as of November 30, 2015.February 29, 2016.

     CHS Capital has available credit under master participation agreements with numerous counterparties. Borrowings under these agreements are accounted for as secured borrowings and bear interest at variable rates ranging from 1.61%1.89% to 3.70% as of November 30, 2015.February 29, 2016. As of November 30, 2015,February 29, 2016, the total funding commitment under these agreements was $144.5$141.3 million, of which $64.4$35.2 million was borrowed.

CHS Capital sells loan commitments it has originated to ProPartners Financial ("ProPartners") on a recourse basis. The total capacity for commitments under the ProPartners program is $300.0 million. The total outstanding commitments under the program totaled $78.2$278.8 million as of November 30, 2015,February 29, 2016, of which $39.8$168.3 million was borrowed with an interest rate of 1.63%1.91%.

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% to 0.90% as of November 30, 2015,February 29, 2016, and are due upon demand. Borrowings under these notes totaled $293.9$195.4 million as of November 30, 2015.February 29, 2016.
              
Long-term Debt Financing:

We usemaintain long-term debt agreements with various insurance companies and banks to finance certain of our long-term capital needs, primarily those related to the acquisition or development of property, plant and equipment.

On November 30, 2015,February 29, 2016, we had total long-term debt outstanding of $1.4$2.6 billion, of which $1.1$1.8 billion was private placement debt, $125.0$660.4 million was bank financing, $86.5$119.4 million was capital lease obligations and $57.9$75.8 million was other notes and contracts payable. On August 31, 2015, we had total long-term debt outstanding of $1.4 billion. Our long-term debt is unsecured except for other notes and contracts in the amount of $0.4$0.3 million; however, restrictive covenants under various agreements have requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all of these debt covenants and restrictions as of November 30, 2015.February 29, 2016.


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In September 2015, we entered into a ten-year term loan with a syndication of banks.lenders. The agreement provides for committed term loans in an amount up to $600.0 million, which may be drawn down from time to time, but in no event on more than 10 occasions, from September 4, 2015 until September 4, 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 will bear interest at a base rate (or a LIBOR 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 will beis based on our leverage ratio and ranges between 1.50% and 2.00% for LIBOR loans and between 0.50% and 1.00% for base rate loans. There are currently no amounts drawnAs of February 29, 2016, $600.0 million was outstanding under this agreement.

Aside from the ten-year term loan discussed above,In January 2016, we did not have any significant newconsummated a private placement of long-term borrowings during the three months ended November 30, 2015 and 2014. However, we expect to incur significant long-term borrowingsnotes in the aggregate principal amount of $680.0 million with certain accredited investors, which long-term notes are layered into six series. The first series of $152.0 million has an interest rate of 4.39% and is due in January 2023. The second quarterseries of fiscal 2016$150.0 million has an interest rate of 4.58% and is due in connection with our investmentJanuary 2025. The third series of $58.0 million has an interest rate of 4.69% and is due in CF Nitrogen.January 2027. The fourth series of $95.0 million has an interest rate of 4.74% and is due in January 2028. The fifth series of $100.0 million has an interest rate of 4.89% and is due in January 2031. The sixth series of $125.0 million has an interest rate of 5.40% and is due in January 2036.

During the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, we repaid long-term debt of $85.4$142.9 million and $116.7$150.4 million, respectively.    

Other Financing:

During the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, pursuant to our agreement to acquire the remaining noncontrolling interests in CHS McPherson Refinery, Inc. (formerly National Cooperative Refinery Association), we made payments of $153.0 million and $66.0 million, respectively, increasing our ownership to 100.0% in fiscal 2016.

Changes in checks and drafts outstanding resulted in a decrease in cash flows of $4.8$6.8 million and $43.2an increase in cash flows of $28.7 million during the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, respectively.

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. Patronage refunds are calculated based on amounts using financial statement earnings. The cash portion of the patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or non-qualified capital equity certificates. Consenting patrons have agreed to take both the cash and qualified capital equity certificate portion allocated to them from our previous fiscal year’s income into their taxable income; and as a result, we are allowed a deduction from our taxable income for both the cash distribution and the allocated qualified capital equity certificates, as long as the cash distribution is at least 20% of the total qualified patronage distribution. Distributable patronagePatronage earnings from the year ended August 31, 2015 are expected to bewere distributed during the second quarter of fiscalsix months ended February 29, 2016. The cash portion of this distribution, deemed by the Board of Directors to be 40%, is expected to be approximately $250.2 million and is classified as a current liability on our November 30,was $251.5 million. During the six months ended February 28, 2015, and August 31, 2015 Consolidated Balance Sheets in dividends and equities payable.we distributed cash patronage of $275.6 million.
    
Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual retirement program for qualified equities held by them and another for individuals who are eligible for equity redemptions at age 70 or upon death. Beginning with fiscal 2016 patronage (for which distributions will be made in fiscal 2017), individuals will also be able to participate in an annual retirement program similar to the one that was previously only available to non-individual members. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2015, that will be paidredeemed in fiscal 2016, to be approximately $107.3 million, of which $3.3$10.4 million was redeemed in cash during the threesix months ended November 30, 2015,February 29, 2016, compared to $2.6$108.7 million redeemed in cash during the threesix months ended November 30, 2014.     February 28, 2015.     
On March 31, 2016, we issued an additional 2,693,195 shares of Class B Series 1 Preferred Stock to redeem approximately $76.8 million of qualified equity certificates to eligible owners. Each share of Class B Series 1 Preferred Stock was issued in redemption of $28.50 of qualified equity certificates.


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The following is a summary of our outstanding preferred stock as of November 30, 2015,February 29, 2016, all of which are listed on the Global Select Market of NASDAQ:
 NASDAQ symbol Issuance date Shares outstanding Redemption value Dividend rate (a) (b) Dividend payment frequency Redeemable beginning (c) NASDAQ symbol Issuance date Shares outstanding Redemption value Dividend rate (a) (b) Dividend payment frequency Redeemable beginning (c)
   (Dollars in millions)     (Dollars in millions)  
8% Cumulative Redeemable CHSCP (d) 12,272,003
 $306.8
 8% Quarterly 7/18/2023 CHSCP (d) 12,272,003
 $306.8
 8% Quarterly 7/18/2023
Class B Cumulative Redeemable Series 1(e) CHSCO (e) 18,071,363
 $451.8
 7.875% Quarterly 9/26/2023 CHSCO (f) 18,071,363
 $451.8
 7.875% Quarterly 9/26/2023
Class B Reset Rate Cumulative Redeemable Series 2 CHSCN 3/11/2014 16,800,000
 $420.0
 7.1% Quarterly 3/31/2024 CHSCN 3/11/2014 16,800,000
 $420.0
 7.1% Quarterly 3/31/2024
Class B Reset Rate Cumulative Redeemable Series 3 CHSCM 9/15/2014 19,700,000
 $492.5
 6.75% Quarterly 9/30/2024 CHSCM 9/15/2014 19,700,000
 $492.5
 6.75% Quarterly 9/30/2024
Class B Cumulative Redeemable Series 4 CHSCL 1/21/2015 20,700,000
 $517.5
 7.5% Quarterly 1/21/2025 CHSCL 1/21/2015 20,700,000
 $517.5
 7.5% Quarterly 1/21/2025

(a) 
The Class B Series 2 Preferred Stock 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.
(b) 
The Class B Series 3 Preferred Stock 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.
(c) 
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.
(d) 
The 8% Preferred Stock was issued at various times from 2003-2010.
(e) 
This row does not include the 2,693,195 shares of Class B Series 1 Preferred Stock that were issued on March 31, 2016.
(f)
11,319,175 shares of Class B Series 1 Preferred Stock were issued on September 26, 2013 and an additional 6,752,188 shares were issued on August 25, 2014.

Dividends paid on our preferred stock during the threesix months ended November 30,February 29, 2016 and February 28, 2015, and 2014, were $40.5$81.0 million and $22.5$54.8 million, respectively.

Off Balance Sheet Financing Arrangements

Operating Leases

Our minimum future lease payments required under noncancelable operating leases presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2015 have not materially changed during the threesix months ended November 30, 2015February 29, 2016.

Guarantees

We are a guarantor for lines of credit and performance obligations of related companies. As of November 30, 2015,February 29, 2016, our bank covenants allowed maximum guarantees of $1.0 billion, of which $97.3$116.3 million were outstanding. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide guarantees were current as of November 30, 2015February 29, 2016.

Debt

We have no material off balance sheet debt.


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Contractual Obligations

Our contractual obligations presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2015, have not materially changed during the threesix months ended November 30, 2015February 29, 2016.

Critical Accounting Policies

Our critical accounting policies presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2015, have not materially changed during the threesix months ended November 30, 2015February 29, 2016.

Effect of Inflation and Foreign Currency Transactions

We believe that inflation and foreign currency fluctuations have not had a material effect on our operations since we conduct an insignificant portion of our business in foreign currencies.

Recent Accounting Pronouncements
    
See Note 1, Organization, Basis of Presentation and Significant Accounting Policies, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of the recent accounting pronouncements that are applicable to us.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not experience any material changes in market risk exposures for the period ended November 30, 2015February 29, 2016 that affect the quantitative and qualitative disclosures presented in our Annual Report on Form 10-K for the year ended August 31, 2015.

ITEM 4.    CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (Exchange Act)(the "Exchange Act") as of November 30, 2015February 29, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were effective.

On December 1, 2015, we began implementation of a new enterprise resource planning (“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 of 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 Exchange Act), and our management has taken steps soto ensure that appropriate controls are designed and implemented as each functional area of the new ERP system is enacted. There

Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended November 30, 2015February 29, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

As we previously reported in our Annual Report on Form 10-K for the year ended August 31, 2015, on September 18, 2015, we received a letter from the Montana Department of Environmental Quality (the “MDEQ”) alleging that, from May 2013 through May 2015, sulfur dioxide emissions from one of the incinerator stacks at our Laurel, Montana refinery exceeded the amounts allowable under the refinery’s permits, and requesting that we execute a consent order with the MDEQ providing, among other things, for our payment of an administrative penalty in the amount of $183,425. On October 16, 2015, we sent a response letter to the MDEQ, disputing certain factual matters set forth in MDEQ’s original letter and requesting certain modifications to the proposed consent order, including a significant decrease in the amount of the proposed administrative penalty. In March 2016, we received a notification from the MDEQ proposing to reduce the administrative penalty to $90,000. We accepted the MDEQ's revised proposal on April 4, 2016.

For information regarding our other reportable legal proceedings, see Item 3 of our Annual Report on Form 10-K for the year ended August 31, 2015.

ITEM 1A.     RISK FACTORS

There werehave been no material changes to our risk factors during the period covered by this report. See the discussion of risk factorsdisclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2015., except that as a result of the consummation of our investment in CF Nitrogen, the risk factors under the heading "We will require significant financing to consummate our strategic venture with CF Industries" and in the final paragraph under the heading "Acquisitions, strategic alliances, joint ventures, divestitures, and other non-ordinary course of business events resulting from portfolio management actions and other evolving business strategies, including our strategic venture with CF Industries, could affect future results" in our Annual Report on Form 10-K for the year ended August 31, 2015 are no longer applicable.

ITEM 5.    OTHER INFORMATION

New Employment Agreement

On April 7, 2016, CHS Inc. (the “Company”) entered into an Employment Agreement (the “New Employment Agreement”) with Carl M. Casale, to be effective as of September 1, 2016 (the “Effective Date”), setting forth the terms pursuant to which Mr. Casale will serve as Chief Executive Officer of the Company commencing on the Effective Date. The initial term of the existing Employment Agreement between the Company and Mr. Casale, dated as of November 6, 2013 (the “Existing Employment Agreement”), ends on January 1, 2017. The Existing Employment Agreement will remain in effect until the Effective Date, at which time it will be superseded and replaced in its entirety by the New Employment Agreement.    

The New Employment Agreement has an initial term of four years ending on September 1, 2020, provided that beginning on September 1, 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 sixty days in advance of the relevant anniversary date, of its intent not to renew the New Employment Agreement for the additional one-year period. Pursuant to the New Employment Agreement, Mr. Casale will be entitled to:

his current annual base salary of $1,051,000, subject to increase by the Company’s Board of Directors (the “Board”) from time to time;
earn a target annual incentive compensation award, beginning with the 2017 fiscal year, 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 the Board;
earn a target long-term incentive compensation award of 125% of his average base salary during the three-year performance period applicable to such 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 such award;
participate in all employee benefit plans and programs maintained by the Company and made available to employees generally, and all executive benefit plans maintained by the Company and made available to senior executives generally, in each case to the extent he is eligible under the terms of such plans; and
certain fringe benefits as determined by the Board.

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The New Employment Agreement includes a clawback provision providing that if there is a restatement of the Company’s financial results (other than a prophylactic or voluntary restatement due to a change in applicable accounting rules or interpretations) due to material noncompliance with financial reporting requirements and the Board determines in good faith that any compensation granted to Mr. Casale was awarded or determined based on such material noncompliance, the Board or a committee thereof may recover any compensation granted to Mr. Casale (or reduce any compensation not yet paid) based on the erroneous financial data in excess of what would have been paid (or in the case of unpaid compensation, what should be paid) to Mr. Casale under the accounting restatement.

In the event of Mr. Casale’s involuntary termination without “cause” (as defined in the New Employment Agreement) or voluntary termination with “Good Reason” (as defined in the New Employment Agreement), Mr. Casale will be entitled to accrued and unpaid compensation as provided in the New Employment Agreement as well as the following severance pay and benefits, conditioned on the execution and continued effectiveness of a release: (1) the annual incentive compensation he would have been entitled to receive for the year in which his termination occurs as if he had continued until the end of that fiscal year, determined based on the Company’s actual performance for that year relative to the performance goals 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 his termination date and generally payable in a cash lump sum at the time such incentive awards are payable to other participants; (2) two times Mr. Casale’s base salary plus two times his target annual incentive, payable in three equal installments with the first payable 60 days following termination and the second and third payable on the first and second anniversaries of such termination, respectively; and (3) welfare benefit continuation for two years following termination. In the event of Mr. Casale’s death, “disability” (as defined in the New Employment Agreement), involuntary termination for “cause” or voluntary termination without “Good Reason,” Mr. Casale will be entitled to accrued and unpaid compensation as provided in the New Employment Agreement.

During the two year period following Mr. Casale’s cessation of employment with the Company he will be subject to a covenant not to compete with the Company and a covenant not to solicit employees or customers of the Company. The Company will reimburse Mr. Casale's legal expenses up to $25,000 in connection with the negotiation of the New Employment Agreement.

A copy of the New Employment Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

New Change in Control Agreement

Also on April 7, 2016, the Company and Mr. Casale entered into a Change in Control Agreement (the “New Change in Control Agreement”), to be effective as of September 1, 2016. The existing Change in Control Agreement between the Company and Mr. Casale dated as of November 6, 2013 will remain in effect until September 1, 2016, at which time it will be superseded and replaced in its entirety by the New Change in Control Agreement. The New Change in Control has an initial term of one year ending on September 1, 2017, provided that beginning on September 1, 2017 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 sixty days in advance of the relevant anniversary date, of its intent not to renew the New Change in Control Agreement for the additional one-year period. Additionally, if a “change in control” (as defined in the New Change in Control Agreement”) occurs during the term of the New Change in Control Agreement, such agreement will continue in effect for a period of not less than twenty-four (24) months beyond the month in which the “change in control” occurred

Under the New Change in Control Agreement, upon a “Qualifying Termination” Mr. Casale will be entitled to the following, conditioned on the execution of a release and subject to offset by the amount of any severance previously paid to him under any employment agreement with the Company: (1) a lump sum severance payment equal to 2.5 times the sum of his base salary and target annual incentive compensation award, (2) welfare benefit continuation for a period of 30 months, (3) certain post-retirement health care or life insurance benefits if Mr. Casale would have become eligible for such benefits during the 30 months after the date of termination, (4) a lump sum payment equal to all earned but unused paid time off days, and (5) outplacement fees not to exceed $30,000. In addition, any amounts paid under the New Change in Control Agreement will be reduced to the maximum amount that can be paid without being subject to the excise tax imposed under Internal Revenue Code Section 4999, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount. For purposes of the New Change in Control Agreement, a “Qualifying Termination” means a termination by the Company without “cause” (as defined in the New Change in Control Agreement”) or a termination by Mr. Casale with “good reason” (as defined in the New Change in Control Agreement”), in each case either concurrent with or within 24 months

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following a change in control, or a termination by the Company without “cause” within 6 months prior to a change in control if termination is related to the change in control.

The New Change in Control Agreement also provides for certain non-severance payments to Mr. Casale if he fails to perform his full-time duties as a result of a “disability” (as defined in the New Change in Control Agreement). In such a case, the Company will pay his current base salary and all compensation and benefits payable to him under any compensation or benefit plan we maintain during that period, until his employment is terminated. Additionally, if Mr. Casale’s employment is terminated for any reason following a “change in control” and during the term of the New Change in Control Agreement, the Company will pay his base salary through the date of termination and all compensation and benefits to which he is entitled for all periods preceding the date of termination under the terms of our compensation and benefit plans.

During the two year period following Mr. Casale’s cessation of employment with the Company he will be subject to a covenant not to compete with the Company and a covenant not to solicit employees or customers of the Company.

A copy of the New Change in Control Agreement is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

ITEM 6.     EXHIBITS
ExhibitDescription
10.1Employment Agreement, dated April 7, 2016, between CHS Inc. and Carl M. Casale
10.2Change in Control Agreement, dated April 7, 2016, between CHS Inc. and Carl M. Casale
31.1Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following financial information from CHS Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2015February 29, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHS Inc.
(Registrant)

Date:January 7,April 11, 2016 /s/ Timothy Skidmore
   Timothy Skidmore
   Executive Vice President and Chief Financial Officer


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