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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, 2019.
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 offices, including zip code)		(651) 355-6000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
8% Cumulative Redeemable Preferred Stock	CHSCP	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1	CHSCO	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2	CHSCN	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3	CHSCM	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4	CHSCL	The Nasdaq Stock Market LLC

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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o	Emerging growth company o

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the 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




	PART I. FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets as of November 30, 2019, and August 31, 2019	2
	Condensed Consolidated Statements of Operations for the three months ended November 30, 2019 and 2018	3
	Condensed Consolidated Statements of Comprehensive Income for the three months ended November 30, 2019 and 2018	4
	Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2019 and 2018	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
	PART II. OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 6.	Exhibits	44

SIGNATURE PAGE		45

Unless the context otherwise requires, for purposes of this Quarterly Report on Form 10-Q, the words "CHS," "we," "us" or "our" refer to CHS Inc., a Minnesota cooperative corporation, and its subsidiaries as of November 30, 2019.

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, including in the "Risk Factors" discussion in Item 1A of our Annual Report on Form 10-K for the year ended August 31, 2019. 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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	November 30, 2019			August 31, 2019
	(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	192,761		$	211,179
Receivables	2,631,374			2,731,209
Inventories	3,368,868			2,854,288
Other current assets	980,904			865,919
Total current assets	7,173,907			6,662,595
Investments	3,713,201			3,683,996
Property, plant and equipment	5,086,628			5,088,708
Other assets	1,240,555			1,012,195
Total assets	$	17,214,291		$	16,447,494
LIABILITIES AND EQUITIES
Current liabilities:
Notes payable	$	2,170,924		$	2,156,108
Current portion of long-term debt	28,231			39,210
Accounts payable	2,447,610			1,931,415
Accrued expenses	467,765			555,323
Other current liabilities	1,066,902			901,651
Total current liabilities	6,181,432			5,583,707
Long-term debt	1,725,837			1,749,901
Other liabilities	684,106			496,356
Commitments and contingencies (Note 13)
Equities:
Preferred stock	2,264,038			2,264,038
Equity certificates	4,897,197			4,988,877
Accumulated other comprehensive loss	(228,571		)	(226,933		)
Capital reserves	1,681,597			1,584,158
Total CHS Inc. equities	8,614,261			8,610,140
Noncontrolling interests	8,655			7,390
Total equities	8,622,916			8,617,530
Total liabilities and equities	$	17,214,291		$	16,447,494

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

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CHS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three Months Ended November 30,
	2019			2018
	(Dollars in thousands)
Revenues	$	7,621,485		$	8,484,289
Cost of goods sold	7,295,942			8,013,648
Gross profit	325,543			470,641
Marketing, general and administrative expenses	168,331			156,143
Operating earnings	157,212			314,498
Interest expense	34,971			38,908
Other income	(13,498		)	(25,134		)
Equity income from investments	(49,662		)	(66,508		)
Income before income taxes	185,401			367,232
Income tax expense	6,664			20,117
Net income	178,737			347,115
Net income (loss) attributable to noncontrolling interests	855			(389		)
Net income attributable to CHS Inc.	$	177,882		$	347,504

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

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CHS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended November 30,
	2019			2018
	(Dollars in thousands)
Net income	$	178,737		$	347,115
Other comprehensive (loss) income, net of tax:
Pension and other postretirement benefits	5,073			2,101
Cash flow hedges	(5,872		)	(1,307		)
Foreign currency translation adjustment	(839		)	(405		)
Other comprehensive (loss) income, net of tax	(1,638		)	389
Comprehensive income	177,099			347,504
Comprehensive income (loss) attributable to noncontrolling interests	855			(389		)
Comprehensive income attributable to CHS Inc.	$	176,244		$	347,893

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

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CHS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended November 30,
	2019			2018
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	178,737		$	347,115
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization, including amortization of deferred major maintenance	136,643			137,779
Equity income from investments, net of distributions received	(30,468		)	(47,621		)
Provision for doubtful accounts	1,775			5,009
Deferred taxes	(3,579		)	26,555
Other, net	8,341			(3,162		)
Changes in operating assets and liabilities, net of acquisitions:
Receivables	108,495			(182,767		)
Inventories	(514,580		)	(416,196		)
Accounts payable and accrued expenses	386,021			299,741
Other, net	(110,684		)	(261,251		)
Net cash provided by (used in) operating activities	160,701			(94,798		)
Cash flows from investing activities:
Acquisition of property, plant and equipment	(131,808		)	(104,750		)
Proceeds from disposition of property, plant and equipment	3,015			5,752
Expenditures for major maintenance	(7,691		)	(3,441		)
Changes in CHS Capital notes receivable, net	15,195			(126,865		)
Financing extended to customers	(915		)	(3,928		)
Payments from customer financing	4,209			71,137
Other investing activities, net	3,046			7,319
Net cash used in investing activities	(114,949		)	(154,776		)
Cash flows from financing activities:
Proceeds from notes payable and long-term debt	5,414,395			4,429,276
Payments on notes payable, long-term debt and capital lease obligations	(5,445,420		)	(4,317,479		)
Preferred stock dividends paid	(42,167		)	(42,167		)
Redemptions of equities	(5,447		)	(24,072		)
Other financing activities, net	6,757			3,503
Net cash (used in) provided by financing activities	(71,882		)	49,061
Effect of exchange rate changes on cash and cash equivalents	(1,153		)	(1,535		)
Decrease in cash and cash equivalents and restricted cash	(27,283		)	(202,048		)
Cash and cash equivalents and restricted cash at beginning of period	299,675			543,940
Cash and cash equivalents and restricted cash at end of period	$	272,392		$	341,892

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

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CHS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 Basis of Presentation and Significant Accounting Policies

Basis of Presentation

These unaudited condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary for a fair statement of our financial position, results of operations and cash flows for the 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 the seasonal nature of our businesses, among other things. Our unaudited condensed consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended August 31, 2019, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC").

Certain captions within the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows have been combined within other captions as allowed by SEC financial statement reporting requirements under Regulation S-X. Prior year information has been revised to conform with the current presentation.

Significant Accounting Policies

The following significant accounting policy was updated or changed since our Annual Report on Form 10-K for the year ended August 31, 2019.

Leases

As described in the "Recent Accounting Pronouncements" section, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases, as amended (collectively "Accounting Standards Codification ("ASC") Topic 842"), on September 1, 2019, using the modified retrospective approach. Our accounting policies and additional disclosures with respect to ASC Topic 842 are included in Note 14, Leases.

Recent Accounting Pronouncements

Except for the recent accounting pronouncements described below, other recent accounting pronouncements are not expected to have a material impact on our condensed consolidated financial statements.

Adopted

We adopted ASC Topic 842 as of September 1, 2019, using the modified retrospective approach. In addition, we used the additional optional transition method and package of practical expedients in the period of adoption without retrospective adjustment to previous periods presented, although we elected not to apply the hindsight practical expedient available under the standard. As a result of using the modified retrospective method, prior periods have not been restated, and a $33.7 million cumulative-effect adjustment was recorded to increase the opening balance of capital reserves as of the adoption date related to recognition of previously deferred gains associated with the sale-leaseback of our primary corporate office building located in Inver Grove Heights, Minnesota. Additionally, adoption of ASC Topic 842 resulted in the recognition of operating lease right of use assets and associated lease liabilities of $268.4 million and $267.0 million, respectively, as of September 1, 2019. Adoption of ASC Topic 842 did not have a material impact on our Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. Additional information and further disclosures related to our leases and lease-related financial statement amounts is included within Note 14, Leases.

Not Yet Adopted

In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU introduce a new approach, based on expected losses, to estimate credit losses on certain types of financial instruments. This ASU is intended to provide financial statement users with more decision-useful information about the expected credit losses associated with most financial assets measured at amortized cost and certain other instruments, including trade and other receivables,

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loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures. Entities are required to apply the provisions of this ASU as a cumulative-effect adjustment to capital reserves as of the beginning of the first reporting period in which the guidance is adopted. This ASU is effective for us beginning September 1, 2020, for our fiscal year 2021 and for interim periods within that fiscal year. We are currently evaluating the impact adoption will have on our condensed consolidated financial statements.

Note 2 Revenues

The following table presents revenues recognized under ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), disaggregated by reportable segment, as well as the amount of revenues recognized under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), and other applicable accounting guidance for the three months ended November 30, 2019 and 2018. Other applicable accounting guidance primarily includes revenues recognized under ASC Topic 842, Leases, and ASC Topic 470, Debt, that fall outside the scope of ASC Topic 606.



	ASC Topic 606		ASC Topic 815		Other Guidance		Total Revenues
Three Months Ended November 30, 2019:	(Dollars in thousands)
Energy	$	1,693,848	$	201,575	$	—	$	1,895,423
Ag	1,358,626		4,316,087		37,142		5,711,855
Corporate and Other	5,541		—		8,666		14,207
Total revenues	$	3,058,015	$	4,517,662	$	45,808	$	7,621,485

Three Months Ended November 30, 2018:
Energy	$	1,940,190	$	221,098	$	—	$	2,161,288
Ag	1,355,826		4,913,428		36,143		6,305,397
Corporate and Other	5,234		—		12,370		17,604
Total revenues	$	3,301,250	$	5,134,526	$	48,513	$	8,484,289

Less than 1% of revenues accounted for under ASC Topic 606 included within the table above are recorded over time; these revenues are primarily related to service contracts.

Contract Assets and Contract Liabilities

Contract assets relate to unbilled amounts arising from goods that have already been transferred to the customer where the right to payment is not conditional upon the passage of time. This results in recognition of an asset, as the amount of revenue recognized at a certain point-in-time exceeds the amount billed to the customer. Contract assets are recorded in receivables within our Condensed Consolidated Balance Sheets and were not material as of November 30, 2019, and August 31, 2019.

Contract liabilities relate to advance payments from customers for goods and services that we have yet to provide. Contract liabilities of $205.0 million and $207.5 million as of November 30, 2019, and August 31, 2019, respectively, are recorded within other current liabilities on our Condensed Consolidated Balance Sheets. For the three months ended November 30, 2019 and 2018, we recognized revenues of $92.0 million and $95.2 million, respectively, which were included in the other current liabilities balance at the beginning of the period.

Note 3 Receivables



	November 30, 2019		August 31, 2019
	(Dollars in thousands)
Trade accounts receivable	$	1,706,564	$	1,803,284
CHS Capital short-term notes receivable	606,605		592,909
Other	497,880		511,821
Gross receivables	2,811,049		2,908,014
Less: allowances and reserves	179,675		176,805
Total receivables	$	2,631,374	$	2,731,209

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Receivables are comprised of trade accounts receivable, short-term notes receivable in our wholly-owned subsidiary, CHS Capital, LLC ("CHS Capital"), and other receivables, less an allowance for doubtful accounts.

Notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of capital stock from certain regional cooperatives. These loans are originated in various states, primarily in the Upper Midwest region of the United States, the most significant of which include Minnesota, North Dakota and South Dakota. CHS Capital also has loans receivable from producer borrowers that are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are originated in the same states as the commercial notes.

In addition to the short-term balances included in the table above, CHS Capital had long-term notes receivable, with durations of generally not more than 10 years, totaling $164.3 million and $180.0 million at November 30, 2019, and August 31, 2019, respectively. The long-term notes receivable are included in other assets on our Condensed Consolidated Balance Sheets. As of November 30, 2019, and August 31, 2019, the commercial notes represented 45% and 41%, respectively, and the producer notes represented 55% and 59%, respectively, of total CHS Capital notes receivable.

CHS Capital has commitments to extend credit to customers if there are no violations of contractually established conditions. As of November 30, 2019, CHS Capital's customers had additional available credit of $538.8 million. No significant troubled debt restructuring activity occurred and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of November 30, 2019, or August 31, 2019.

Note 4 Inventories



	November 30, 2019		August 31, 2019
	(Dollars in thousands)
Grain and oilseed	$	1,451,865	$	1,024,645
Energy	721,887		717,378
Agronomy	1,051,970		954,037
Processed grain and oilseed	102,483		109,900
Other	40,663		48,328
Total inventories	$	3,368,868	$	2,854,288

As of November 30, 2019, we valued approximately 14% of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or net realizable value (16% as of August 31, 2019). If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $247.2 million and $215.0 million as of November 30, 2019, and August 31, 2019, respectively. Actual valuation of inventory under the LIFO method can be made only at the end of each year based on inventory levels and costs at that time. Interim LIFO calculations are based on management's estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Note 5 Investments



	November 30, 2019		August 31, 2019
	(Dollars in thousands)
Equity method investments:
CF Industries Nitrogen, LLC	$	2,743,776	$	2,708,942
Ventura Foods, LLC	378,463		374,516
Ardent Mills, LLC	209,956		209,027
Other equity method investments	256,042		267,247
Other investments	124,964		124,264
Total investments	$	3,713,201	$	3,683,996

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Equity Method Investments

Joint ventures and other investments, in which we have significant ownership and influence, but not control, are accounted for in our condensed consolidated financial statements using the equity method of accounting. Our primary equity method investments are described below. In addition to recognition of our share of income from our equity method investments, our equity method investments are evaluated for indicators of other-than-temporary impairment on an ongoing basis in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Other investments consist primarily of investments in cooperatives without readily determinable fair values and are generally measured at cost, unless an impairment or other observable market price change occurs requiring an adjustment.

CF Nitrogen

We have a $2.7 billion investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), a strategic venture with CF Industries Holdings, Inc. ("CF Industries"). The investment consists of an approximate 10% membership interest (based on product tons) in CF Nitrogen. 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 CF Nitrogen Limited Liability Company Agreement, adjusted for the semi-annual cash distributions we receive as a result of our membership interest in CF Nitrogen. For the three months ended November 30, 2019 and 2018, equity earnings were $34.8 million and $40.9 million, respectively, and are included as equity income from investments in our Nitrogen Production segment.

Ventura Foods and Ardent Mills

We have a 50% interest in Ventura Foods, LLC ("Ventura Foods"), which is a joint venture with Wilsey Foods, Inc., a majority-owned subsidiary of MK USA Holdings, Inc., that produces and distributes primarily vegetable oil-based products. Additionally, we have a 12% interest in Ardent Mills, LLC ("Ardent Mills"), which is a joint venture with Cargill Incorporated and ConAgra Foods, Inc., and combines the North American flour milling operations of the three parent companies. We account for Ventura Foods and Ardent Mills as equity method investments, and our share of the results of these equity methods investments are included in Corporate and Other.

The following table provides aggregate summarized unaudited financial information for our equity method investments in CF Nitrogen, Ventura Foods and Ardent Mills for the three months ended November 30, 2019 and 2018:



	Three Months Ended November 30,
	2019		2018
	(Dollars in thousands)
Net sales	$	2,098,284	$	2,241,539
Gross profit	346,027		339,937
Net earnings	214,004		272,736
Earnings attributable to CHS Inc.	53,462		67,668

Our investments in other equity method investees are not significant in relation to our condensed consolidated financial statements, either individually or in the aggregate.

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, 2019. The table below summarizes our notes payable as of November 30, 2019, and August 31, 2019.



	November 30, 2019		August 31, 2019
	(Dollars in thousands)
Notes payable	$	1,357,062	$	1,330,550
CHS Capital notes payable	813,862		825,558
Total notes payable	$	2,170,924	$	2,156,108

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As of November 30, 2019, our primary line of credit was a five-year unsecured revolving credit facility with a syndicate of domestic and international banks. The credit facility provides a committed amount of $2.75 billion that expires on July 16, 2024. As of November 30, 2019, and August 31, 2019, the outstanding balance on this facility was $245.0 million and $335.0 million, respectively. Additionally, on September 30, 2019, CHS Capital entered into a credit agreement with a revolving note. Under this agreement, CHS Capital has available capacity of $150.0 million of which no amount was outstanding as of November 30, 2019.

We have a receivables and loans securitization facility ("Securitization Facility") with certain unaffiliated financial institutions ("Purchasers"). Under the Securitization Facility, we and certain of our subsidiaries ("Originators") sell trade accounts and notes receivable ("Receivables") to Cofina Funding, LLC ("Cofina"), a wholly-owned bankruptcy-remote indirect subsidiary of CHS. Cofina in turn transfers the Receivables to the Purchasers, and this arrangement is accounted for as a secured borrowing. We use the proceeds from the sale of Receivables under the Securitization Facility for general corporate purposes and settlements are made on a monthly basis. The Securitization Facility terminates on June 26, 2020, but may be extended.

On September 6, 2019, we renewed our repurchase facility ("Repurchase Facility") related to the Securitization Facility. Under the Repurchase Facility, we can borrow up to $150.0 million, collateralized by a subordinated note issued by Cofina in favor of the Originators and representing a portion of the outstanding balance of the Receivables sold by the Originators to Cofina under the Securitization Facility. As of November 30, 2019, and August 31, 2019, the outstanding balance under the Repurchase Facility was $150.0 million.

Interest expense for the three months ended November 30, 2019 and 2018, was $35.0 million and $38.9 million, respectively, net of capitalized interest of $2.8 million and $2.1 million, respectively.

Note 7 Equities

Changes in Equities

Changes in equities for the three months ended November 30, 2019 and 2018, are as follows:



	Equity Certificates											Accumulated Other Comprehensive Loss
	Capital Equity Certificates			Nonpatronage Equity Certificates			Nonqualified Equity Certificates			Preferred Stock		Accumulated Other Comprehensive Loss			Capital Reserves			Noncontrolling Interests		Total Equities
	(Dollars in thousands)
Balance as of August 31, 2019	$	3,753,493		$	29,074		$	1,206,310		$	2,264,038	$	(226,933	)	$	1,584,158		$	7,390	$	8,617,530
Reversal of prior year redemption estimates	5,447			—			—			—		—			—			—		5,447
Redemptions of equities	(4,721		)	(54		)	(672		)	—		—			—			—		(5,447		)
Preferred stock dividends	—			—			—			—		—			(84,334		)	—		(84,334		)
ASC Topic 842 cumulative-effect adjustment	—			—			—			—		—			33,707			—		33,707
Other, net	(8		)	—			(39		)	—		—			(1,312		)	410		(949		)
Net income	—			—			—			—		—			177,882			855		178,737
Other comprehensive loss, net of tax	—			—			—			—		(1,638		)	—			—		(1,638		)
Estimated 2020 cash patronage refunds	—			—			—			—		—			(28,504		)	—		(28,504		)
Estimated 2020 equity redemptions	(91,633		)	—			—			—		—			—			—		(91,633		)
Balance as of November 30, 2019	$	3,662,578		$	29,020		$	1,205,599		$	2,264,038	$	(228,571	)	$	1,681,597		$	8,655	$	8,622,916

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	Equity Certificates											Accumulated Other Comprehensive Loss
	Capital Equity Certificates			Nonpatronage Equity Certificates			Nonqualified Equity Certificates			Preferred Stock		Accumulated Other Comprehensive Loss			Capital Reserves			Noncontrolling Interests			Total Equities
	(Dollars in thousands)
Balance as of August 31, 2018	$	3,837,580		$	29,498		$	742,378		$	2,264,038	$	(199,915	)	$	1,482,003		$	9,446		$	8,165,028
Reversal of prior year redemption estimates	24,072			—			—			—		—			—			—			24,072
Redemptions of equities	(22,004		)	(183		)	(1,885		)	—		—			—			—			(24,072		)
Preferred stock dividends	—			—			—			—		—			(84,334		)	—			(84,334		)
Reclassification of unrealized (gain) loss on investments	—			—			—			—		(4,706		)	4,706			—			—
Other, net	(409		)	—			(26		)	—		—			3,436			318			3,319
Net income (loss)	—			—			—			—		—			347,504			(389		)	347,115
Other comprehensive income, net of tax	—			—			—			—		389			—			—			389
Estimated 2019 cash patronage refunds	—			—			—			—		—			(89,344		)	—			(89,344		)
Estimated 2019 equity redemptions	(50,081		)	—			—			—		—			—			—			(50,081		)
Balance as of November 30, 2018	$	3,789,158		$	29,315		$	740,467		$	2,264,038	$	(204,232	)	$	1,663,971		$	9,375		$	8,292,092

Preferred Stock Dividends

The following is a summary of dividends per share by class of preferred stock for the three months ended November 30, 2019 and 2018. Due to the timing of dividend declarations during the first quarter of each fiscal year, the per share amount of dividends is comprised of two quarterly dividend declarations for those periods.



		Three Months Ended November 30,
	Nasdaq symbol	2019	2018
Class of preferred stock:		(Dollars per share)
8% Cumulative Redeemable	CHSCP	1.00	1.00
Class B Cumulative Redeemable, Series 1	CHSCO	0.98	0.98
Class B Reset Rate Cumulative Redeemable, Series 2	CHSCN	0.88	0.88
Class B Reset Rate Cumulative Redeemable, Series 3	CHSCM	0.84	0.84
Class B Cumulative Redeemable, Series 4	CHSCL	0.94	0.94

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Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows for the three months ended November 30, 2019 and 2018:



	Pension and Other Postretirement Benefits			Cash Flow Hedges			Foreign Currency Translation Adjustment			Total
	(Dollars in thousands)
Balance as of August 31, 2019, net of tax	$	(172,478	)	$	15,297		$	(69,752	)	$	(226,933	)
Other comprehensive income (loss), before tax:
Amounts before reclassifications	(85		)	(3,331		)	(2,411		)	(5,827		)
Amounts reclassified out	4,977			(4,473		)	—			504
Total other comprehensive income (loss), before tax	4,892			(7,804		)	(2,411		)	(5,323		)
Tax effect	181			1,932			1,572			3,685
Other comprehensive income (loss), net of tax	5,073			(5,872		)	(839		)	(1,638		)
Balance as of November 30, 2019, net of tax	$	(167,405	)	$	9,425		$	(70,591	)	$	(228,571	)



	Pension and Other Postretirement Benefits			Unrealized Net Gain on Available for Sale Investments			Cash Flow Hedges			Foreign Currency Translation Adjustment			Total
	(Dollars in thousands)
Balance as of August 31, 2018, net of tax	$	(140,335	)	$	8,861		$	(5,882	)	$	(62,559	)	$	(199,915	)
Other comprehensive income (loss), before tax:
Amounts before reclassifications	175			—			(317		)	(25		)	(167		)
Amounts reclassified out	2,565			—			(1,475		)	—			1,090
Total other comprehensive income (loss), before tax	2,740			—			(1,792		)	(25		)	923
Tax effect	(639		)	—			485			(380		)	(534		)
Other comprehensive income (loss), net of tax	2,101			—			(1,307		)	(405		)	389
Reclassifications	416			(8,861		)	983			2,756			(4,706		)
Balance as of November 30, 2018, net of tax	$	(137,818	)	$	—		$	(6,206	)	$	(60,208	)	$	(204,232	)

Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges, available-for-sale investments and foreign currency translation adjustments. Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as cost of goods sold, marketing, general and administrative expenses and other income (see Note 8, Benefit Plans, for further information). Gains or losses associated with cash flow hedges are recorded as cost of goods sold (see Note 11, Derivative Financial Instruments and Hedging Activities, for further information). Gains or losses on the sale of available-for-sale investments and foreign currency translation reclassifications related to sales of businesses are recorded as other income.

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 nonqualified supplemental executive and Board retirement plans.

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Components of net periodic benefit costs for the three months ended November 30, 2019 and 2018, are as follows:



	Three Months Ended November 30,
	Qualified Pension Benefits						Nonqualified Pension Benefits						Other Benefits
	2019			2018			2019			2018			2019			2018
Components of net periodic benefit costs:	(Dollars in thousands)
Service cost	$	10,538		$	9,648		$	101		$	78		$	262		$	263
Interest cost	5,431			7,099			107			187			187			274
Expected return on assets	(11,671		)	(11,242		)	—			—			—			—
Prior service cost (credit) amortization	45			42			(28		)	(19		)	(111		)	(139		)
Actuarial loss (gain) amortization	5,396			3,087			25			—			(348		)	(407		)
Net periodic benefit cost	$	9,739		$	8,634		$	205		$	246		$	(10	)	$	(9	)

The service cost component of defined benefit net periodic benefit cost is recorded in cost of goods sold and marketing, general and administrative expenses. The other components of net periodic benefit cost are recorded in other income.

Employer Contributions

Any contributions made during fiscal 2020 will depend primarily on market returns on the pension plan assets and minimum funding level requirements. No contributions were made to the pension plans during the three months ended November 30, 2019, and we do not currently anticipate being required to make a contribution for our benefit plans in fiscal 2020.

Note 9 Income Taxes

Our effective tax rate for the three months ended November 30, 2019, was 3.6%, compared to 5.5% for the three months ended November 30, 2018. The decreased effective tax rate reflects the equity management assumptions used in fiscal 2020.

It is reasonably possible that the amount of unrecognized tax benefits could significantly change within the next 12 months. We have ongoing federal, state and international income tax audits in various jurisdictions and are evaluating uncertain tax positions that may be challenged by local tax authorities and not fully sustained. These uncertain tax positions are reviewed on an ongoing basis and adjusted in light of facts and circumstances, including progression of tax audits, developments in case law and closing of statutes of limitation. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of November 30, 2019, and August 31, 2019, are $98.7 million and $93.3 million, respectively.

Note 10 Segment Reporting

We are an integrated agricultural enterprise, providing grain, foods and energy resources to businesses and consumers on a global basis. We provide a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrient and crop protection products, to agricultural outputs that include grains and oilseeds, grain and oilseed processing and food products, and the production and marketing of ethanol. We define our operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which our chief operating decision maker, our Chief Executive Officer, evaluates performance and allocates resources in managing our businesses. We have aggregated those operating segments into three reportable segments: Energy, Ag and Nitrogen Production.

Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag segment purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties; serves as a wholesaler and retailer of crop inputs; and produces and markets ethanol. Our Nitrogen Production segment consists solely of our equity method investment in CF Nitrogen, which entitles us, pursuant to a supply agreement that we entered into with CF Nitrogen, to purchase up to a specified quantity of granular urea and urea ammonium nitrate ("UAN") annually from CF Nitrogen. Corporate and Other represents our financing and hedging businesses, which primarily consist of commodities hedging and financial services related to crop production. Our non-consolidated investments in Ventura Foods and Ardent Mills are also included in Corporate and Other.

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

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

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

While our revenues and operating results are derived primarily from businesses and operations that are wholly-owned or subsidiaries and limited liability companies in which we have a controlling interest, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less or do not control the operations. See Note 5, Investments, for more information on these entities.

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

Segment information for the three months ended November 30, 2019 and 2018, is presented in the tables below. Fiscal 2020 results for our Ag segment include results associated with our acquisition of the remaining 75% ownership interest in West Central Distribution, LLC ("WCD") that we did not previously own on March 1, 2019, which are not included in our prior period results. Refer to further details related to our acquisition of the remaining 75% ownership interest in WCD that we did not previously own within Note 15, Acquisitions.



	Energy			Ag			Nitrogen Production			Corporate and Other			Reconciling Amounts			Total
Three Months Ended November 30, 2019:	(Dollars in thousands)
Revenues, including intersegment revenues	$	2,027,895		$	5,715,994		$	—		$	15,950		$	(138,354	)	$	7,621,485
Operating earnings (loss)	161,199			(417		)	(7,823		)	4,253			—			157,212
Interest expense	374			20,741			12,130			3,838			(2,112		)	34,971
Other income	(964		)	(11,453		)	(1,569		)	(1,624		)	2,112			(13,498		)
Equity (income) loss from investments	(364		)	4,157			(34,834		)	(18,621		)	—			(49,662		)
Income (loss) before income taxes	$	162,153		$	(13,862	)	$	16,450		$	20,660		$	—		$	185,401
Intersegment revenues	$	(132,472	)	$	(4,139	)	$	—		$	(1,743	)	$	138,354		$	—
Total assets as of November 30, 2019	$	4,449,652		$	7,108,507		$	2,761,709		$	2,894,423		$	—		$	17,214,291

	Energy			Ag			Nitrogen Production			Corporate and Other			Reconciling Amounts			Total
Three Months Ended November 30, 2018:	(Dollars in thousands)
Revenues, including intersegment revenues	$	2,310,080		$	6,308,714		$	—		$	19,067		$	(153,572	)	$	8,484,289
Operating earnings (loss)	235,639			80,127			(5,128		)	3,860			—			314,498
Interest expense	4,237			21,000			13,679			763			(771		)	38,908
Other income	(986		)	(22,400		)	(1,571		)	(948		)	771			(25,134		)
Equity (income) loss from investments	(73		)	1,209			(40,915		)	(26,729		)	—			(66,508		)
Income before income taxes	$	232,461		$	80,318		$	23,679		$	30,774		$	—		$	367,232
Intersegment revenues	$	(148,792	)	$	(3,317	)	$	—		$	(1,463	)	$	153,572		$	—

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Note 11 Derivative Financial Instruments and Hedging Activities

Our derivative instruments primarily consist of commodity and forward contracts and, to a minor degree, may include foreign currency and interest rate swap contracts. These contracts are economic hedges of price risk, but we do not apply hedge accounting under ASC Topic 815, except with respect to certain interest rate swap contracts accounted for as fair value hedges and certain future crude oil purchases that are accounted for as cash flow hedges. Derivative instruments are primarily recorded within other current assets and other current liabilities on our Condensed Consolidated Balance Sheets at fair value as described in Note 12, Fair Value Measurements.

Derivatives Not Designated as Hedging Instruments

The following tables present the gross fair values of derivative assets, derivative liabilities and margin deposits (cash collateral) recorded on our Condensed Consolidated Balance Sheets, along with related amounts permitted to be offset in accordance with U.S. GAAP. We have elected not to offset derivative assets and liabilities when we have the right of offset under ASC Topic 210-20, Balance Sheet - Offsetting, or when the instruments are subject to master netting arrangements under ASC Topic 815-10-45, Derivatives and Hedging - Overall.



	November 30, 2019
			Amounts Not Offset on Condensed Consolidated Balance Sheet but Eligible for Offsetting
	Gross Amount Recognized		Cash Collateral		Derivative Instruments		Net Amount
	(Dollars in thousands)
Derivative Assets
Commodity derivatives	$	159,617	$	—	$	27,199	$	132,418
Foreign exchange derivatives	5,518		—		3,632		1,886
Embedded derivative asset	17,933		—		—		17,933
Total	$	183,068	$	—	$	30,831	$	152,237
Derivative Liabilities
Commodity derivatives	$	183,025	$	3,030	$	37,749	$	142,246
Foreign exchange derivatives	19,297		—		3,632		15,665
Total	$	202,322	$	3,030	$	41,381	$	157,911



	August 31, 2019
			Amounts Not Offset on Condensed Consolidated Balance Sheet but Eligible for Offsetting
	Gross Amount Recognized		Cash Collateral		Derivative Instruments		Net Amount
	(Dollars in thousands)
Derivative Assets
Commodity derivatives	$	215,030	$	—	$	58,726	$	156,304
Foreign exchange derivatives	10,334		—		7,108		3,226
Embedded derivative asset	21,364		—		—		21,364
Total	$	246,728	$	—	$	65,834	$	180,894
Derivative Liabilities
Commodity derivatives	$	223,410	$	4,191	$	41,647	$	177,572
Foreign exchange derivatives	20,609		—		7,108		13,501
Total	$	244,019	$	4,191	$	48,755	$	191,073

Derivative assets and liabilities with maturities of 12 months or less are recorded in other current assets and other current liabilities, respectively, on our Condensed Consolidated Balance Sheets. Derivative assets and liabilities with maturities greater than 12 months are recorded in other assets and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The amount of long-term derivative assets, excluding derivatives designated as cash flow or fair value hedges, recorded on our Condensed Consolidated Balance Sheets at November 30, 2019, and August 31, 2019, was $18.6 million and $26.6 million, respectively. The amount of long-term derivative liabilities, excluding derivatives designated as cash flow or fair value

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hedges, recorded on our Condensed Consolidated Balance Sheets at November 30, 2019, and August 31, 2019, was $6.8 million and $7.4 million, respectively.

The majority of our derivative instruments have not been designated as hedging instruments. The following table sets forth the pretax gains (losses) on derivatives not accounted for as hedging instruments that have been included in our Condensed Consolidated Statements of Operations for the three months ended November 30, 2019 and 2018.



		Three Months Ended November 30,
	Location of Gain (Loss)	2019			2018
		(Dollars in thousands)
Commodity derivatives	Cost of goods sold	$	42,674		$	(6,448	)
Foreign exchange derivatives	Cost of goods sold	(10,161		)	16,056
Foreign exchange derivatives	Marketing, general and administrative expenses	1,743			(832		)
Embedded derivative	Other income	1,569			1,571
Total		$	35,825		$	10,347

Commodity Contracts

As of November 30, 2019, and August 31, 2019, we had outstanding commodity futures and options contracts that were used as economic hedges, as well as fixed-price forward contracts related to physical purchases and sales of commodities. The table below presents the notional volumes for all outstanding commodity contracts accounted for as derivative instruments.



	November 30, 2019		August 31, 2019
	Long	Short	Long	Short
	(Units in thousands)
Grain and oilseed (bushels)	546,758	733,722	547,096	717,522
Energy products (barrels)	9,705	5,363	13,895	4,663
Processed grain and oilseed (tons)	454	2,753	597	2,454
Crop nutrients (tons)	73	29	76	23
Ocean freight (metric tons)	200	55	295	85
Natural gas (MMBtu)	60	—	130	—

Foreign Exchange Contracts

We conduct a substantial portion of our business in U.S. dollars, but we are exposed to risks relating to foreign currency fluctuations primarily due to global grain marketing transactions in South America, the Asia Pacific region and Europe, and purchases of products from Canada. We use foreign currency derivative instruments to mitigate the impact of exchange rate fluctuations. Although we have some risk exposure relating to foreign currency transactions, a larger impact with exchange rate fluctuations is the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. The notional amounts of our foreign exchange derivative contracts were $972.2 million and $894.7 million as of November 30, 2019, and August 31, 2019, respectively.

Embedded Derivative Asset

Under the terms of our strategic investment in CF Nitrogen, if the CF Industries credit rating is reduced below certain levels by two of three specified credit ratings agencies, we are entitled to receive a nonrefundable annual payment of $5.0 million from CF Industries. These payments will continue on an annual basis until the date that the CF Industries credit rating is upgraded to or above certain levels by two of the three specified credit ratings agencies or February 1, 2026, whichever is earlier.

Since the CF Industries credit rating was reduced below the specified levels during fiscal 2017, we have received an annual payment of $5.0 million from CF Industries. Gains totaling $1.6 million were recognized in other income in our Condensed Consolidated Statements of Operations for the periods ended November 30, 2019 and 2018. The fair value of the embedded derivative asset recorded on our Condensed Consolidated Balance Sheet as of November 30, 2019, was equal to $17.9 million. The current and long-term portions of the embedded derivative asset are included in other current assets and

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other assets on our Condensed Consolidated Balance Sheets, respectively. See Note 12, Fair Value Measurements, for additional information regarding valuation of the embedded derivative asset.

Derivatives Designated as Fair Value or Cash Flow Hedging Strategies

Fair Value Hedges

As of November 30, 2019, and August 31, 2019, we had outstanding interest rate swaps with an aggregate notional amount of $365.0 million designated as fair value hedges of portions of our fixed-rate debt that is due between fiscal 2021 and fiscal 2025. 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 three-month U.S. dollar LIBOR interest rate ("LIBOR"), in essence converting the fixed-rate debt to variable-rate debt. Under these interest rate swaps, we receive fixed-rate interest payments and make interest payments based on the three-month LIBOR. Offsetting changes in the fair values of both the swap instruments and the hedged debt are recorded contemporaneously each period and only create an impact to earnings to the extent that the hedge is ineffective.

The following table presents the fair value of our derivative interest rate swap instruments designated as fair value hedges and the line item on our Condensed Consolidated Balance Sheets in which they are recorded.



Balance Sheet Location	November 30, 2019		August 31, 2019
	(Dollars in thousands)
Other assets	$	6,886	$	9,841

The following table sets forth the pretax gains (losses) on derivatives accounted for as hedging instruments that have been included in our Condensed Consolidated Statements of Operations for the three months ended November 30, 2019 and 2018.



		Three Months Ended November 30,
Gain (Loss) on Fair Value Hedging Relationships	Location of Gain (Loss)	2019			2018
		(Dollars in thousands)
Interest rate swaps	Interest expense	$	(2,955	)	$	(955	)
Hedged item	Interest expense	2,955			955
Total		$	—		$	—

The following table provides the location and carrying amount of hedged liabilities in our Condensed Consolidated Balance Sheets as of November 30, 2019, and August 31, 2019.



	November 30, 2019				August 31, 2019
Balance Sheet Location	Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedging Adjustments Included in Carrying Amount of Hedged Liabilities		Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedging Adjustments Included in Carrying Amount of Hedged Liabilities
	(Dollars in thousands)
Long-term debt	$	331,435	$	33,565	$	334,389	$	30,611

Cash Flow Hedges

In fiscal 2018, our Energy segment began designating certain pay-fixed, receive-variable, cash-settled swaps as cash flow hedges of future crude oil purchases. We also began designating certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined product sales. These hedging instruments and the related hedged items are exposed to significant market price risk and potential volatility. As part of our risk management strategy, we look to hedge a portion of our expected future crude oil needs and the resulting refined product output based on prevailing futures prices, management's expectations about future commodity price changes and our risk appetite. As of November 30, 2019, and August 31, 2019, the aggregate notional amount of cash flow hedges was 9.1 million and 7.7 million barrels, respectively.

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The following table presents the fair value of our commodity derivative instruments designated as cash flow hedges and the line items on our Condensed Consolidated Balance Sheets in which they are recorded.



	Derivative Assets					Derivative Liabilities
Balance Sheet Location	November 30, 2019		August 31, 2019		Balance Sheet Location	November 30, 2019		August 31, 2019
	(Dollars in thousands)					(Dollars in thousands)
Other current assets	$	26,112	$	33,179	Other current liabilities	$	5,387	$	5,351

The following table presents the pretax losses recorded in other comprehensive income relating to cash flow hedges for the three months ended November 30, 2019 and 2018:



	Three Months Ended November 30,
	2019			2018
	(Dollars in thousands)
Commodity derivatives	$	(7,103	)	$	(2,463	)

The following table presents the pretax gains relating to cash flow hedges that were reclassified from accumulated other comprehensive loss into our Condensed Consolidated Statements of Operations for the three months ended November 30, 2019 and 2018:



		Three Months Ended November 30,
	Location of Gain	2019		2018
		(Dollars in thousands)
Commodity derivatives	Cost of goods sold	$	4,852	$	1,900

Note 12 Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value, which requires an entity to maximize use of observable inputs and minimize use of unobservable inputs when measuring fair value. Observable inputs are inputs or market data that a market participant would obtain from independent sources to value the asset or liability. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy consists of three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Recurring fair value measurements at November 30, 2019, and August 31, 2019, are as follows:



	November 30, 2019
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets
Commodity derivatives	$	26,343	$	159,387	$	—	$	185,730
Foreign exchange derivatives	—		5,606		—		5,606
Interest rate swap derivatives	—		6,886		—		6,886
Deferred compensation assets	46,754		—		—		46,754
Embedded derivative asset	—		17,933		—		17,933
Segregated investments	91,080		—		—		91,080
Other assets	6,082		—		—		6,082
Total	$	170,259	$	189,812	$	—	$	360,071
Liabilities
Commodity derivatives	$	36,032	$	152,380	$	—	$	188,412
Foreign exchange derivatives	—		19,297		—		19,297
Total	$	36,032	$	171,677	$	—	$	207,709



	August 31, 2019
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets
Commodity derivatives	$	67,817	$	180,392	$	—	$	248,209
Foreign exchange derivatives	—		10,339		—		10,339
Interest rate swap derivatives	—		9,841		—		9,841
Deferred compensation assets	40,368		—		—		40,368
Embedded derivative asset	—		21,364		—		21,364
Segregated investments	77,777		—		—		77,777
Other assets	6,519		—		—		6,519
Total	$	192,481	$	221,936	$	—	$	414,417
Liabilities
Commodity derivatives	$	40,305	$	188,455	$	—	$	228,760
Foreign exchange derivatives	—		20,701		—		20,701
Total	$	40,305	$	209,156	$	—	$	249,461

Commodity and foreign exchange derivatives. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts with fixed-price components, select ocean freight contracts and other over-the-counter ("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. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Condensed Consolidated Statements of Operations as a component of cost of goods sold.

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

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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 Condensed Consolidated Statements of Operations as a component of interest expense. See Note 11, 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 consist primarily of rabbi trust assets that 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 Condensed Consolidated Statements of Operations as a component of marketing, general and administrative expenses.

Embedded derivative asset. The embedded derivative asset relates to contingent payments inherent to our investment in CF Nitrogen. The inputs used in the fair value measurement include the probability of future upgrades and downgrades of the CF Industries credit rating based on historical credit rating movements of other public companies and the discount rates applied to potential annual payments based on applicable historical and current yield coupon rates. Based on these observable inputs, our fair value measurement is classified within Level 2. See Note 11, Derivative Financial Instruments and Hedging Activities, for additional information.

Segregated investments. Our segregated investments are comprised of U.S. Treasury securities, which are valued using quoted market prices and classified within Level 1.

There were no material transfers between Level 1, Level 2 and Level 3 assets and liabilities during the three months ended November 30, 2019.

Note 13 Commitments and Contingencies

Environmental

We are required to comply with various environmental laws and regulations incidental to our normal business operations. To meet compliance requirements, we establish reserves for the probable future costs of remediation of identified issues, which are included in cost of goods sold and marketing, general and administrative expenses in our Condensed Consolidated Statements of Operations. The resolution of any such matters may affect consolidated net income for any fiscal period; however, we believe any resulting liabilities, individually or in aggregate, will not have a material effect on our condensed consolidated financial statements during any fiscal year.

Other Litigation and Claims

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

Guarantees

We are a guarantor for lines of credit and performance obligations of related, non-consolidated companies. Our bank covenants allow maximum guarantees of $1.0 billion, of which $178.3 million were outstanding on November 30, 2019. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide these guarantees were current as of November 30, 2019.

Note 14 Leases

We adopted ASC Topic 842 on September 1, 2019, using the modified retrospective approach. In addition, we used the additional optional transition method and package of practical expedients in the period of adoption without retrospective adjustment to previous periods presented, although we elected not to apply the hindsight practical expedient. As a result of using the additional optional transition method and following a modified retrospective approach, prior periods have not been restated, and a $33.7 million cumulative-effect adjustment was recorded to increase the opening balance of capital reserves as of the adoption date related to recognition of previously deferred gains associated with the sale-leaseback of our primary corporate office building located in Inver Grove Heights, Minnesota. Our accounting for finance leases (previously referred to

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as capital leases) remains substantially unchanged; however, adoption of ASC Topic 842 resulted in recognition of operating lease right of use assets and associated lease liabilities of $268.4 million and $267.0 million, respectively, as of September 1, 2019. Adoption of ASC Topic 842 did not have a material impact on our Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows.

We assess arrangements at inception to determine whether they contain a lease. An arrangement is considered to contain a lease if it conveys the right to control the use of an asset for a period of time in exchange for consideration. The right to control the use of an asset must include both (a) the right to obtain substantially all economic benefits associated with an identified asset and (b) the right to direct how and for what purpose the identified asset is used. Certain arrangements provide us with the right to use an identified asset; however, most of these arrangements are not considered to represent a lease as we do not control how and for what purpose the identified asset is used. For example, our supply agreements, warehousing and distribution services agreements, and transportation services agreements generally do not contain leases.

We lease property, plant and equipment used in our operations primarily under operating lease agreements and, to a lesser extent, under finance lease agreements. Our operating leases are primarily for railcars, equipment, vehicles and office space, many of which contain renewal options and escalation clauses. Renewal options are included as part of the right of use asset and liability when it is reasonably certain that we will exercise the renewal option; however, renewal options are generally not included as we are not reasonably certain to exercise such options.

Operating lease right of use assets and liabilities for operating leases are recognized at the lease commencement date for leases in excess of 12 months based on the present value of lease payments over the lease term. For measurement and classification of lease agreements, lease and non-lease components are grouped into a single lease component for all asset classes. Variable lease payments are excluded from measurement of right of use assets and liabilities and generally include payments for non-lease components such as maintenance costs, payments for leased assets beyond their noncancelable lease term and payments for other non-lease components such as sales tax. The discount rate used to calculate present value is our collateralized incremental borrowing rate or, if available, the rate implicit in the lease. The incremental borrowing rate is determined for each lease based primarily on its lease term. Certain lease arrangements include rental payments adjusted annually based on changes in an inflation index. Our lease arrangements generally do not contain residual value guarantees or material restrictive covenants.

Lease expense is recognized on a straight-line basis over the lease term. The components of lease expense recognized in our Condensed Consolidated Statements of Operations are as follows:



	Three Months Ended November 30, 2019
	(Dollars in thousands)
Operating lease expense	$	16,480
Finance lease expense:
Amortization of assets	2,189
Interest on lease liabilities	224
Short-term lease expense	3,343
Variable lease expense	116
Total net lease expense*	$	22,352

*Income related to sub-lease activity is not material and has been excluded from the table above.

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Supplemental balance sheet information related to operating and finance leases is as follows:



	Balance Sheet Location	November 30, 2019
		(Dollars in thousands)
Operating leases
Assets
Operating lease right of use assets	Other assets	$	259,028
Liabilities
Current operating lease liabilities	Accrued expenses	53,868
Long-term operating lease liabilities	Other liabilities	204,305
Total operating lease liabilities		$	258,173

Finance leases
Assets
Finance lease assets	Property, plant and equipment	$	40,536
Liabilities
Current finance lease liabilities	Current portion of long-term debt	6,049
Long-term finance lease liabilities	Long-term debt	21,092
Total finance lease liabilities		$	27,141

Weighted average remaining lease term (in years)
Operating leases		8.4
Finance leases		6.3

Weighted average discount rate
Operating leases		3.13		%
Finance leases		3.34		%

Supplemental cash flow and other information related to operating and finance leases is as follows:



	Three Months Ended November 30, 2019
	(Dollars in thousands)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	15,722
Operating cash flows from finance leases	224
Financing cash flows from finance leases	1,673

Supplemental noncash information:
Right of use assets obtained in exchange for lease liabilities	4,724

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Maturities of lease liabilities as of November 30, 2019, were as follows:



	November 30, 2019
	Finance Leases		Operating Leases
	(Dollars in thousands)
Remainder of fiscal 2020	$	4,790	$	45,821
Fiscal 2021	6,190		53,054
Fiscal 2022	5,045		40,159
Fiscal 2023	4,452		31,851
Fiscal 2024	2,685		24,958
After fiscal 2024	7,228		105,730
Total maturities of lease liabilities	30,390		301,573
Less amounts representing interest	3,249		43,400
Present value of future minimum lease payments	27,141		258,173
Less current obligations	6,049		53,868
Long-term obligations	$	21,092	$	204,305

Disclosures Related to Periods Prior to Adoption of New Lease Standard

The following pertains to previously disclosed information from Note 6, Property, Plant and Equipment, and Note 15, Commitments and Contingencies, contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, which incorporates information about leases now in the scope of ASC Topic 842 discussed above. Total rental expense for operating leases was $113.3 million, $88.5 million and $81.3 million for the years ended August 31, 2019, 2018 and 2017, respectively. Various leases under capital lease totaled $62.7 million and $50.0 million as of August 31, 2019 and 2018, respectively. Accumulated amortization on assets under capital leases was $20.6 million and $18.9 million as of August 31, 2019 and 2018, respectively. Minimum future lease payments required under noncancelable capital and operating leases as of August 31, 2019, were as follows:



	August 31, 2019
	Capital Leases		Operating Leases
	(Dollars in thousands)
Fiscal 2020	$	6,761	$	87,168
Fiscal 2021	6,199		57,381
Fiscal 2022	5,021		43,665
Fiscal 2023	4,548		34,328
Fiscal 2024	2,638		26,793
Thereafter	6,517		92,653
Total minimum future lease payments	31,684		$	341,988
Less amount representing interest	3,445
Present value of net minimum lease payments	$	28,239

Note 15 Acquisitions

On March 1, 2019, we completed our acquisition of the remaining 75% ownership interest in WCD, a full-service wholesale distributor of agronomy products that operates primarily in the United States. The purchase price was equal to $113.4 million, including $6.7 million that was previously paid and $106.7 million paid on March 1, 2019, of which the net cash flows were reduced by $8.0 million of cash acquired. Prior to completing this acquisition and through February 28, 2019, we had a 25% ownership interest in WCD, which was accounted for under the equity method of accounting whereby we shared in the economics of WCD earnings on a pro-rata basis. By acquiring the remaining ownership interest in WCD, we were able to expand our agronomy platform, position ourselves as a leading supply partner to cooperatives and retailers serving growers throughout the United States and add value for our owners. The WCD enterprise value was determined using a discounted cash flow model in which the fair value of the business was estimated based on the earning capacity of WCD. We estimated the fair value of the previously held equity interest to be equal to 25% of the total fair value of WCD, which was implied based on the price we paid for the remaining 75% interest. The acquisition-date fair value of the previous equity interest was $37.8 million

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and is included in measurement of the consideration transferred. We recognized a gain of approximately $19.1 million as a result of remeasuring our prior equity interest in WCD held before acquisition of the remaining 75% interest. The gain was included in other income in our Condensed Consolidated Statements of Operations for the third quarter of fiscal 2019.

Preliminary allocation of the purchase price for this transaction resulted in goodwill of $61.4 million, which is nondeductible for tax purposes, and definite-lived intangible assets of $47.2 million. As this acquisition is not considered to have a material impact on our financial statements, pro forma results of operations are not presented. The acquisition resulted in fair value measurements that are not on a recurring basis and did not have a material impact on our Condensed Consolidated Statements of Operations. Purchase accounting has not been finalized and preliminary fair values assigned to the net assets acquired are as follows:



	(Dollars in thousands)
Cash	$	8,033
Current assets	708,764
Property, plant and equipment	44,064
Goodwill	61,358
Intangible assets	47,200
Other assets	55
Liabilities	(718,262		)
Total net assets acquired	$	151,212

Operating results for WCD are included in our Condensed Consolidated Statements of Operations from the day of the acquisition on March 1, 2019, including revenues and a loss before income taxes of $77.8 million and $0.3 million, respectively, for the three months ended November 30, 2019.

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

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


•	Overview


•	Business Strategy


•	Fiscal 2020 First Quarter Highlights


•	Fiscal 2020 Trends Update


•	Results of Operations


•	Liquidity and Capital Resources


•	Off-Balance Sheet Financing Arrangements


•	Contractual Obligations


•	Critical Accounting Policies


•	Effect of Inflation and Foreign Currency Transactions


•	Recent Accounting Pronouncements

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2019 (including the information presented therein under Risk Factors), as well as the condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Overview

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


•	Energy. Produces and provides primarily for the wholesale distribution and transportation of petroleum products.


•	Ag. Purchases and further processes or resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties; also serves as a wholesaler and retailer of agronomy products.


•	Nitrogen Production. Consists solely of our equity method investment in CF Nitrogen and produces and distributes nitrogen fertilizer, a commodity chemical.

In addition, our financing and hedging businesses, along with our non-consolidated wheat milling and food production and distribution joint ventures, have been aggregated within Corporate and Other.