1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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, as amended ("Exchange Act")), as of August 31, 2023.
−Removed: 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.
+Added: Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
+Added: 1934, as amended ("Exchange Act")), as of August 31, 2024.
+Added: Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.
Management's Annual Report on Internal Control Over Financial Reporting
10 unchanged sentences
OTHER INFORMATION
−Removed: On November 7, 2023, we and Mr.
−Removed: Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No.
−Removed: 4"), in order to, among other things, recognize his outstanding performance and long tenure and to further emphasize performance-based incentive award opportunities that can be earned for long term strategy execution as reflected in our results relative to goals set at the start of the multi-year performance period, pursuant to which:
−Removed: • During the 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), Mr.
−Removed: Debertin will be entitled to a target ELTIP award opportunity of 5 times his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold ELTIP award opportunity equal to one-half of the target ELTIP award opportunity and a maximum ELTIP award opportunity equal to twice the target ELTIP award opportunity.
−Removed: Prior to the execution of Employment Agreement Amendment No.
−Removed: 4, the Employment Agreement (as amended) provided Mr.
−Removed: Debertin with a target ELTIP award opportunity of 3 times his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum ELTIP award opportunity equal to two times his target ELTIP award opportunity;
−Removed: • During the fiscal year 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), if Mr.
−Removed: Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least 6 months of such a performance period and his employment ends due to retirement approved (such approval not to be unreasonably withheld) by our Board of Directors, then upon completion and certification of performance results for such performance period, he will be eligible for a vested full grant participation in the applicable ELTIP award with the payout factor calculated at the same time as other participants.
−Removed: The foregoing description of the Employment Agreement Amendment No.
−Removed: 4 does not purport to be complete and is qualified in its entirety by reference to Employment Agreement Amendment No.
−Removed: 4, which is filed as Exhibit 10.1 D to this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: During the three months ended August 31, 2024, no director or officer of the company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) or Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
17 unchanged sentences
Russell Kehl 49 6 2017
−Removed: Perry Meyer 69 1 2014
+Added: Anthony Rossman 52 1 2023
Daniel Schurr 59 7 2006
12 unchanged sentences
David Beckman has been a member of the CHS Board of Directors since 2018.
−Removed: He is vice chair of the Audit Committee and a member of the Capital Committee.
+Added: He is chair of the Audit Committee and a member of the Capital Committee.
He is a former secretary of the Nebraska Cooperative Council and former board chair for Central Valley Ag Cooperative in York, Nebraska.
2 unchanged sentences
In partnership with his family, he raises irrigated corn and soybeans and operates a custom hog-feeding operation near Elgin, Nebraska.
−Removed: Blew, Second Vice Chair, has been a member of the CHS Board of Directors since 2010.
+Added: Blew, First Vice Chair, has been a member of the CHS Board of Directors since 2010.
He serves on the Governance and Corporate Risk committees.
−Removed: Blew has also served as first vice chair of the Executive Committee of the Board.
−Removed: He is a former member of the board of directors of Mid Kansas Coop, Moundridge, Kansas, and is a member of the Hutchinson Community College Ag Advisory Board, Kansas Livestock Association, Texas Cattle Feeders Association and Red Angus Association of America.
+Added: Blew has also served as second vice chair of the Executive Committee of the Board.
+Added: He is a former member of the board of directors of Mid Kansas Coop, Moundridge, Kansas, and is a member of the Arthur Capper Cooperative Center Advisory Council, CoBank board restructuring committee, Hutchinson Community College Ag Advisory Board, Kansas Livestock Association and Red Angus Association of America.
He holds an applied science degree in farm and ranch management from Hutchinson (Kansas) Community College.
1 unchanged sentence
Hal Clemensen has been a member of the CHS Board of Directors since 2019.
−Removed: He is chair of the Government Relations Committee and a member of the Corporate Risk Committee.
−Removed: He serves on the board of trustees for Presentation College.
+Added: He is chair of the Government Relations Committee and vice chair of the Capital Committee.
He is a former member of the Agtegra Cooperative board and previously served as a director of the South Dakota Value Added Agriculture Development Center, South Dakota Soybean Association and Redfield Farmers Union Oil Company and has served on the Avera Rural Cancer Advisory Board.
2 unchanged sentences
He and his wife raise corn, soybeans and wheat in Brown and Spink counties in South Dakota.
−Removed: Scott Cordes, First Vice Chair, has been a member of the CHS Board of Directors since 2017.
−Removed: He is vice chair of the Corporate Risk Committee and a member of the Governance Committee.
+Added: Scott Cordes, Second Vice Chair, has been a member of the CHS Board of Directors since 2017.
+Added: He is a member of the Corporate Risk and Governance committees.
He serves as a director and past chair of Security State Bank of Wanamingo.
2 unchanged sentences
Cordes' principal occupation has been farming for more than five years.
−Removed: Prior to his current occupation, he was president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS Inc.
+Added: Prior to his current occupation, he was a CHS employee from 1995 to 2016, serving as president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS from 2000 to 2016.
He co-owns and operates a corn and soybean farm near Wanamingo, Minnesota.
Jon Erickson has been a member of the CHS Board of Directors since 2011.
−Removed: He is a member of the Audit and Capital Committees and previously served as second vice chair of the Executive Committee of the Board.
−Removed: He is an advisory board member for the Quentin Burdick Center for Cooperatives, a board member of the State Historical Society of North Dakota Foundation, a council member of Rural Leadership North Dakota and a member of the North Dakota Farmers Union and North Dakota Stockmen's Association.
+Added: He is a member of the Audit and Corporate Risk committees and previously served as second vice chair of the Executive Committee of the Board.
+Added: He is an advisory board member for the Quentin Burdick Center for Cooperatives, a member of the Grand Farm board of directors, a board member of the State Historical Society of North Dakota Foundation, a council member of Rural Leadership North Dakota and a member of the North Dakota Farmers Union and North Dakota Stockmen's Association.
He holds a bachelor's degree in agricultural economics from North Dakota State University.
8 unchanged sentences
He chairs the Corporate Risk Committee and is a member of the Audit Committee.
+Added: Fritel previously served as first vice chair, second vice chair and secretary-treasurer of the Executive Committee of the Board.
He earned an associate degree from North Dakota State College of Science.
4 unchanged sentences
Since 2021, he has been assistant secretary-treasurer of the Executive Committee of the Board.
−Removed: He is a member of the Government Relations and Capital Committees.
−Removed: He also serves on the board for Citizens Bank of Minnesota and is a former board chair of River Region Cooperative.
+Added: He is vice chair of the Government Relations Committee and a member of the Capital Committee.
+Added: He also serves on the board for Citizens Bank of Minnesota and is former board chair of River Region Cooperative.
He holds an associate degree in machine tool technology from Mankato (Minnesota) Technical College.
2 unchanged sentences
David Johnsrud has been a member of the CHS Board of Directors since 2012.
−Removed: He serves as chair of the Capital Committee and as vice chair of the Government Relations Committee.
−Removed: Previously, he served as board chair of AgCountry Farm Credit Services and board chair of the Cooperative Network and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes.
+Added: He serves as chair of the Capital Committee and as a member of the Government Relations Committee.
+Added: Previously, he served as board chair of AgCountry Farm Credit Services and as board chair of the Cooperative Network and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes.
Johnsrud's principal occupation has been farming for more than five years.
1 unchanged sentence
Tracy Jones has been a member of the CHS Board of Directors since 2017.
−Removed: He is chair of the Governance Committee and vice chair of the Capital Committee.
+Added: He is chair of the Governance Committee and a member of the Capital Committee.
He has served on the DeKalb County Board and on the boards of CHS Elburn, the former Elburn Co-op, DeKalb County Farm Bureau, DeKalb Kane Cattlemen's Association and DeKalb County Corn Growers.
3 unchanged sentences
David Kayser has been a member of the CHS Board of Directors since 2006.
−Removed: He serves as chair of the CHS Foundation Board of Trustees and as a member of the Governance Committee.
−Removed: Kayser is chair of the Mitchell (South Dakota) Technical College Foundation Board and a previous director and chair of CHS Farmers Alliance and South Dakota Association of Cooperatives.
+Added: He serves as vice chair of the Corporate Risk Committee and as a member of the Governance Committee.
+Added: Kayser is a previous director and chair of CHS Farmers Alliance and South Dakota Association of Cooperatives and former chair of the Mitchell (South Dakota) Technical College
+Added: Foundation Board.
Kayser's principal occupation has been farming for more than five years.
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Kehl's primary occupation has been farming for more than five years.
−Removed: He and his wife operate a farm near Quincy, Washington, that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd.
−Removed: His family also owns a dry bean processing facility, runs a custom farming business and owns and operates a trucking and logistics company.
−Removed: Perry Meyer has been a member of the CHS Board of Directors since 2014.
−Removed: He serves as chair of the Audit Committee and is a member of the Corporate Risk Committee.
−Removed: He is a member of United Farmers Co-op, Central Region Cooperative, Minnesota Farm Bureau, Minnesota and Nicollet County corn growers associations, and Minnesota Pork Producers Association.
−Removed: He serves as a director of Steamboat Pork Cooperative, chair of Nuvera Board and director of Minnesota Valley Lutheran School Foundation.
−Removed: He holds an agricultural mechanics degree from Alexandria (Minnesota) Technical School.
−Removed: Meyer's principal occupation has been farming for more than five years.
−Removed: He operates a family farm, raising corn, soybeans and hogs near New Ulm, Minnesota.
+Added: He and his family operate a farm near Quincy, Washington, that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd.
+Added: His family also owns and operates dry bean processing facilities, a custom farming business and a trucking and logistics company.
+Added: Anthony Rossman has been a member of the CHS Board of Directors since 2023.
+Added: He is a member of the Audit Committee and the CHS Foundation Board of Trustees.
+Added: Rossman previously served as president of the CHS ag retail producer board based in Rochester, Minnesota.
+Added: He is active in emerging technology and sustainability initiatives for production agriculture and is a member of state corn and soybean growers associations.
+Added: He holds a bachelor's degree in animal science from North Dakota State University.
+Added: Rossman's principal occupation has been farming for more than five years.
+Added: He operates and manages a crop and livestock operation near Oronoco, Minnesota, and manages genetic alliances in the beef industry.
Daniel Schurr, Chair, has been a member of the CHS Board of Directors since 2006.
6 unchanged sentences
Jerrad Stroh has been a member of the CHS Board of Directors since 2022.
−Removed: He is a member of the Audit Committee and the CHS Foundation Board of Trustees.
+Added: He is vice chair of the Audit Committee and is a member of the CHS Foundation Board of Trustees.
He serves on the board of Cooperative Producers, Inc., and has completed the Nebraska Cooperative Council Director Certification Program.
2 unchanged sentences
Kevin Throener has been a member of the CHS Board of Directors since 2019.
−Removed: He is a member of the Audit Committee and the CHS Foundation Board of Trustees.
+Added: He chairs the CHS Foundation Board of Trustees and is a member of the Audit Committee.
He has served on the board of directors of CHS Dakota Plains and has been a member of Full Circle Ag, James Valley Ag and Agtegra cooperatives.
−Removed: He is active in the North Dakota Farmers Union and North Dakota Stockmen's Association.
+Added: He is an advisory board member for the Quentin Burdick Center for Cooperatives and a member of the North Dakota Stockmen's Association.
He attended North Dakota State University, majoring in agricultural systems management.
Throener's principal occupation has been farming for more than five years.
−Removed: He and his wife and family raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota, and also operate a beef feedlot and custom forage harvesting business.
+Added: He and his wife and family raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota, and they also operate a beef backgrounding and finishing enterprise and a custom forage harvesting business.
Cortney Wagner has been a member of the CHS Board of Directors since 2020.
17 unchanged sentences
Region Incumbent
−Removed: Region 1 (Minnesota) Scott Cordes
−Removed: Region 1 (Minnesota) Open Seat
−Removed: Region 2 (Montana and Wyoming) Cortney Wagner
−Removed: Region 3 (North Dakota) Jon Erickson
−Removed: Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and Wisconsin) Tracy Jones
−Removed: Region 7 (Iowa, Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Missouri, North Carolina, South Carolina and Tennessee) Daniel Schurr
−Removed: Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas) Clinton J.
+Added: Region 3 (North Dakota) Open Seat
+Added: Region 4 (South Dakota) David Kayser
+Added: Region 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington and Utah) Russell Kehl
+Added: Region 7 (Alabama, Arkansas, Florida, Georgia, Iowa, Louisiana, Mississippi, Missouri, North Carolina, South Carolina and Tennessee) Open Seat
+Added: Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas) David Beckman
Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments;
5 unchanged sentences
David Black 58 Executive Vice President, Enterprise Transformation and Chief Information Officer
−Removed: Richard Dusek 59 Executive Vice President, Country Operations, Distribution and Transportation
+Added: Richard Dusek 60 Executive Vice President, Ag Retail, Distribution and Transportation
John Griffith 55 Executive Vice President, Ag Business and CHS Hedging
4 unchanged sentences
Brandon Smith 44 Executive Vice President, General Counsel
−Removed: Jay Debertin has been president and chief executive officer ("CEO") for CHS since May 2017.
−Removed: He leads the strategic leadership team in strengthening CHS by advancing operational excellence, strengthening CHS financial performance and building a team to grow core CHS businesses to create connections that empower agriculture.
+Added: Jay Debertin has been president and chief executive officer ("CEO") of CHS since May 2017.
Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations before being named vice president of crude oil supply in 1998.
4 unchanged sentences
Debertin serves as chair of the board for Ventura Foods, LLC, and the National Council of Farmer Cooperatives.
−Removed: .He also serves on the board of directors for Securian Financial.
+Added: He also serves on the board of directors for the Federal Reserve Bank of Minneapolis and Securian Financial.
He earned a bachelor's degree in economics from the University of North Dakota and a master of business administration degree from the University of Wisconsin-Madison.
David Black has been executive vice president, enterprise transformation, and chief information officer for CHS since December 2022.
−Removed: He is responsible for enterprise transformation, marketing and communications, sustainability and innovation, facilities and CHS global information technology.
+Added: He is responsible for enterprise transformation, marketing and communications, innovation, facilities and CHS global information technology.
Black leads enterprise transformation efforts, driving ongoing companywide efficiency and opportunities for profitable growth, as well as strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide.
−Removed: He also oversees our owner and employee communications, advertising and public relations and CHS sustainability programs.
+Added: He also oversees our owner and employee communications, advertising and public relations.
Black serves on the boards of Ventura Foods and Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.
3 unchanged sentences
Black earned a bachelor's degree in computer science from Tarkio College.
−Removed: Richard Dusek has been executive vice president, country operations, transportation and distribution, since November 2017.
−Removed: He leads transformation of the CHS retail operations and enterprise transportation platforms to serve as a critical distribution channel for our core businesses, aligning an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our owners, and driving growth and efficiency through a customer-focused solutions platform.
−Removed: Dusek is a former board member of The Fertilizer Institute and Minneapolis Grain Exchange.
+Added: Richard Dusek has been executive vice president, ag retail, distribution and transportation, since November 2017.
+Added: He leads CHS ag retail operations and wholesale distribution assets that serve as a critical channel for our core businesses, aligning
+Added: an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our owners, and driving growth and efficiency through a customer-focused solutions platform.
+Added: Dusek also oversees the enterprise transportation function, which includes all modes serving our product lines.
+Added: He is a former board member of The Fertilizer Institute and the Minneapolis Grain Exchange.
He joined CHS in 1988 as a wheat trader.
−Removed: Prior to leading our retail business, Mr.
+Added: Prior to leading our ag retail business, Mr.
Dusek held roles as vice president in our grain marketing and agronomy divisions.
1 unchanged sentence
John Griffith has been executive vice president, ag business and CHS Hedging, since January 2021.
−Removed: He leads CHS global grain and processing operations and renewable fuels trading, supply chain management and risk management, including freight, currency, execution and trade finance.
−Removed: Griffith chairs the North American Export Grain Association board.
−Removed: He also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS, and represents CHS on the CF Nitrogen Board of Managers.
−Removed: He worked for CHS early in his career as a grain merchandiser and rejoined CHS at a leadership level in January 2013.
+Added: He leads CHS trading and risk management for global grain, oilseeds, crop nutrients and crop protection.
+Added: Griffith also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS, and represents CHS on the CF Nitrogen Board of Managers.
+Added: He previously chaired the North American Export Grain Association board and served on the Minneapolis Grain Exchange board of directors.
+Added: Griffith worked for CHS early in his career as a grain merchandiser and rejoined CHS at a leadership level in January 2013.
Since that time, he has held various leadership roles within global grain marketing, including senior vice president, CHS global grain marketing and CHS Hedging, and vice president, grain marketing North America.
2 unchanged sentences
Gary Halvorson has been executive vice president, enterprise customer development, since December 2022.
−Removed: He is responsible for efforts across all businesses to deliver a focused and coordinated customer experience for owners and customers.
−Removed: He also oversees marketing and sales functions for CHS wholesale and retail agronomy businesses and agronomy product development, as well as CHS cooperative resources, which provides strategic business and talent planning for cooperatives.
+Added: He is responsible for efforts across all product lines to deliver a focused and coordinated customer experience for owners and customers.
Halvorson serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.
7 unchanged sentences
Darin Hunhoff has been executive vice president, energy, since May 2017.
−Removed: He leads CHS energy operations including refineries, pipelines and terminals, refined fuels, propane and lubricants.
−Removed: In addition, he oversees CHS strategic sourcing, which creates value through an enterprisewide approach to sourcing and procurement.
−Removed: Hunhoff serves on the board of directors for Ardent Mills.
+Added: He leads CHS energy operations including refineries, pipelines and terminals, as well as refined fuels, propane and lubricants product lines.
+Added: In addition, he oversees sustainability at CHS, which is focused on a long-term view on people, communities, economic viability and environmental success, as well as the CHS strategic sourcing function.
+Added: Hunhoff previously served on the board of directors for Ardent Mills.
He joined CHS more than 25 years ago as a petroleum specialist.
8 unchanged sentences
She also held human resources roles at Securian Financial, formerly Minnesota Life.
−Removed: Kaul-Hottinger serves on the board of Together We Grow, a consortium of major agribusiness and food interests building the workforce of tomorrow.
+Added: Kaul-Hottinger serves as board co-chair of Together We Grow, a consortium of major agribusiness and food interests building the workforce of tomorrow, and on the board of directors for the Greater Twin Cities United Way.
She earned a bachelor’s degree in business administration from the University of St.
Olivia Nelligan is executive vice president, chief financial officer and chief strategy officer for CHS, joining the organization in January 2020.
−Removed: She is responsible for finance activities and strategic planning across CHS and chairs the CHS Retirement Plan Committee.
−Removed: She also serves on the board of directors for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.
+Added: She leads all finance and strategic planning activities across CHS, being a key advisor to the CEO and the CHS Board of Directors.
+Added: Nelligan serves on the Board of Directors for Ardent Mills, a strategic joint venture of CHS and a leading flour milling and food ingredient manufacturer.
+Added: She also serves on the board of directors for Cooperative Ventures, a CHS joint venture and corporate venture capital fund that focuses on innovative solutions and emerging technologies that positively impact farming.
Before joining CHS, Ms.
−Removed: Nelligan held executive positions in multiple organizations, as well as acting as a management consultant.
+Added: Nelligan held executive positions in multiple organizations.
Her past experience includes serving as chief executive officer of Nasco, LLC, a private equity-owned company.
−Removed: Nelligan spent 14 years with Kerry Group plc and was global chief financial and strategic planning officer of its Taste and Nutrition division when she left the company in 2016.
+Added: Nelligan spent more than a decade with Kerry Group plc, serving as global chief financial and strategic planning officer of its Taste and Nutrition division.
She holds a bachelor's degree in civil law and a higher diploma in business and financial information systems from University College Cork, Ireland, and a master of business administration degree from the University of Wisconsin-Madison.
11 unchanged sentences
Such executive officers, directors and greater than 10% beneficial owners are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.
−Removed: Based solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports on Form 5 and amendments thereto filed electronically with the SEC with respect to the fiscal year ended August 31, 2023, and based further upon written representations received by us with respect to the need to file reports on Form 5, except for Mr.
−Removed: Black, who filed one late Form 5 in January 2023 relating to his sale of preferred stock, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal 2023.
+Added: Based solely on a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports on Form 5 and amendments thereto filed electronically with the SEC with respect to the fiscal year ended August 31, 2024, and based further upon written representations received by us with respect to the need to file reports on Form 5, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal 2024.
CODE OF ETHICS
1 unchanged sentence
This code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.
−Removed: This code of ethics is part of our broader CHS Code of Conduct, which is posted on our website.
−Removed: The internet address for our website is www.chsinc.com and the CHS Code of Conduct may be found on the "Compliance and integrity" web page, which can be accessed from the "About CHS" web page, which can be accessed from our main web page.
−Removed: We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer or principal accounting officer on the "Compliance and integrity" web page of our website.
+Added: It is part of our broader CHS Code of Conduct, which is posted on our website, www.chsinc.com.
+Added: We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer or principal accounting officer on the our website.
The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the SEC.
2 unchanged sentences
In fiscal 2024, the Audit Committee was comprised of Mr.
−Removed: Cordes (from August 31, 2022 until January 12, 2023), Mr.
+Added: Beckman (chair from December 8, 2023, to present), Mr.
Erickson, Mr.
Fritel and Mr.
−Removed: Meyer (chair), Mr.
+Added: Meyer (chair and member from September 1, 2023 to December 7, 2023), Mr.
+Added: Rossman (from December 8, 2023, to present), Mr.
Stroh and Mr.
−Removed: Throener (from January 12, 2023 until present), each of whom was an independent director during their service on the Audit Committee.
+Added: Throener, each of whom was an independent director during service on the Audit Committee.
The Audit Committee has oversight responsibility to our member-owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements.
6 unchanged sentences
To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or member of a cooperative association and (iii) reside in the geographic region from which he or she is nominated.
−Removed: Neither management nor the incumbent directors have any control
−Removed: over the nominating process for directors.
+Added: Neither management nor the incumbent directors have any control over the nominating process for directors.
Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an audit committee financial expert.
−Removed: However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in which they have had significant financial management or oversight responsibilities.
+Added: However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in
+Added: which they have had significant financial management or oversight responsibilities.
The current Audit Committee includes directors who have served as presidents or chairs of local cooperative association boards.
11 unchanged sentences
CHS creates connections to empower agriculture for our producer and member cooperative owners and the communities in which we and our owners live and operate.
−Removed: Our compensation programs are aligned with our operational objectives and long-term business strategy and are designed to attract, reward and retain high-performing and diverse team members who are passionate about our mission and our members.
−Removed: This section outlines the objectives and principles underlying our compensation and benefit programs, as well as our compensation decisions for the CEO and other Named Executive Officers.
−Removed: In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.
+Added: Our executive compensation program is intentionally aligned with both operational objectives and long-term business strategy.
+Added: The following discussion and analysis outlines the objectives and principles underlying our executive compensation and benefit programs and explains the compensation decisions impacting the CEO and other Named Executive Officers in fiscal 2024.
Compensation Philosophy and Objectives
−Removed: The Governance Committee of our Board of Directors ("Governance Committee") oversees the design and administration of our executive compensation and benefit programs.
−Removed: The primary principles and objectives in compensating our executive officers are to:
−Removed: • Attract and retain exceptional talent who meet our leadership expectations and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;
+Added: The CHS executive compensation philosophy focuses on these key objectives:
+Added: • Attract and retain exceptional talent who demonstrate the CHS capabilities and values and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;
• Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;
−Removed: • Emphasize pay for performance by providing a total direct compensation mix of fixed and variable pay that is primarily weighted on annual and long-term incentives to reward annual and sustained performance over the long term;
+Added: • Emphasize pay for performance by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance;
• Ensure compliance with government mandates and regulations.
+Added: Our overall compensation philosophy and practices are grounded in our commitment to fair and equitable pay.
+Added: This includes a regular review of employee compensation as well as compensation practices.
Governance of Executive Compensation
−Removed: Our executive compensation programs are designed to attract and retain top talent executives and to motivate them to optimize member-owner returns and to execute our long-term strategies.
−Removed: The executive compensation program utilizes a pay for performance approach to link each executive's total compensation to a combination of the company's short-term and long-term financial performance and achievement of individual performance objectives.
−Removed: The Governance Committee assists the Board of Directors in fulfilling its responsibilities regarding matters that relate to governing the organization, including reviewing and making recommendations to the Board with respect to the establishment, material modification to, or amendment of incentive, bonus or other similar compensation plans in which other Named Executive Officers are eligible participants.
−Removed: The Governance Committee and the Executive Committee of our Board of Directors ("Executive Committee") have engaged a third-party consultant, Pay Governance LLC, to advise on the short-term and long-term incentive pay plans applicable to our senior executives, including our other Named Executive Officers.
−Removed: Annually, the Governance Committee establishes incentive plan goals applicable to our other Named Executive Officers under the incentive compensation plans to which they and other employees are eligible.
−Removed: Pay Governance, LLC provides guidance to the Executive Committee regarding market-competitive levels of base pay, short-term incentive pay, long-term incentive pay and the overall compensation package for our CEO.
−Removed: Data and analysis is shared with the Executive Committee, which considers the data and analysis as part of its review of the CEO's pay.
−Removed: The Executive Committee recommends to our Board of Directors pay actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on company performance against the preestablished financial goals and, as applicable, individual performance.
−Removed: The Board of Directors makes final decisions regarding our CEO's base pay, short-term incentive pay and long-term incentive pay, as well as the allocation between these components.
−Removed: In turn, our Board of Directors communicates this pay information to our CEO.
−Removed: There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external compensation market for comparable positions and to be consistent with our compensation philosophy and objectives.
+Added: The Governance Committee and the Executive Committee of our Board of Directors have engaged a third-party consultant, Pay Governance LLC, to advise on the executive compensation program applicable to our executives, including our Named Executive Officers.
+Added: The Executive Committee oversees the design and administration of the CEO's compensation.
+Added: Pay Governance, LLC provides guidance to the Executive Committee regarding market-competitive levels of base pay, short-term incentive, long-term incentive and the overall compensation package for our CEO.
+Added: The d ata and analysis are shared with the Executive Committee, who consider these elements as part of the CEO pay review.
+Added: The Executive Committee recommends to our Board of Directors pay actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on individual performance and company performance against the preestablished financial goals.
+Added: The Board of Directors makes final decisions regarding our CEO's base pay, short-term incentive pay and long-term incentive pay, as well as the allocation of these components.
+Added: There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external market for comparable positions and to be consistent with our compensation philosophy and objectives.
Our CEO is not involved with the selection of the third-party consultant and does not participate in or observe Executive Committee meetings that concern CEO compensation matters.
−Removed: Based on a review of compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Executive Compensation and Benefits"), with input from a third-party consultant if necessary, our CEO decides compensation levels for the other Named Executive Officers, recommends for the Board of Directors' approval the annual and long-term incentive financial performance goals applicable to the other Named Executive Officers (and other employees) and communicates base and incentive compensation to the other Named Executive Officers.
+Added: The Governance Committee assists the Board of Directors in fulfilling its responsibilities regarding matters that relate to governing the organization, including reviewing and making recommendations to the Board with respect to the establishment,
+Added: material modification to, or amendment of incentive, bonus or other similar compensation plans in which Named Executive Officers are eligible participants.
+Added: Annually, the Governance Committee recommends incentive plan goals applicable to the Named Executive Officers under the incentive compensation plans to which they and other employees are eligible.
+Added: The Board of Directors makes final decisions regarding these incentive plan goals.
+Added: Based on compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Executive Compensation and Benefits") and with input from the third-party consultant if necessary, our CEO makes compensation decisions for the other Named Executive Officers and communicates them accordingly.
The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.
Components of Executive Compensation and Benefits
−Removed: Our executive compensation and benefit program consists of seven components.
+Added: Our executive compensation and benefit program consists of five components.
+Added: Pay Component Description Objective
+Added: Base Pay Competitive salary considering market benchmarks and internal pay structure and relative to individual skills, experience, knowledge and contributions
+Added: Provide the fixed element of compensation for the core duties, scope and level of responsibilities of the job
+Added: Short-Term Incentive Short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals
+Added: Provide a direct link between pay and annual business performance, achievement of critical business initiatives and financial results
+Added: Long-Term Incentive Long-term performance-based variable pay incentive for achieving predetermined three-year Return on Invested Capital ("ROIC") goals
+Added: Provide a direct link between executive pay and long-term business performance to align management and member-owner interests while driving executive retention
+Added: Profit Sharing
+Added: Performance-based annual award for achieving predetermined enterprise-level financial goals
+Added: Reward employees for company profitability
+Added: Medical, dental, vision, life insurance, short-term disability and long-term disability, qualified and non-qualified retirement plans, and other benefits
+Added: Provide competitive total rewards program to attract and retain executives
+Added: Market Competitiveness of Executive Compensation
Each component is designed to be competitive with the external market.
6 unchanged sentences
• Radford/Aon Global Compensation Database (Executive)
−Removed: The survey and database data included a range of competitive pay levels, including median market rates for base salary, short-term incentive, total cash compensation, long-term incentive and total direct compensation.
+Added: The survey and database data include a range of competitive pay levels, including median market rates for base salary, short-term incentive, total cash compensation, long-term incentive and total direct compensation.
Companies included in the surveys and databases vary by industry, revenue and number of employees, and represent both public and private ownership, as well as nonprofit, government and mutual organizations.
−Removed: In determining competitive compensation levels for the CEO, various factors were considered including market data from surveys and publicly available proxy compensation data from a specific comparator group of peer companies, which included 16 private, public and cooperative organizations in the agronomy, energy, food and grain industries.
−Removed: Our Board annually reviews the peer group companies list and makes adjustments to the peer group companies list based on internal and external market data.
−Removed: The Board approved the following comparator group for 2023:
+Added: In determining competitive compensation levels for the CEO, various factors were considered including market data from surveys and publicly available proxy compensation data from a specific comparator group of peer companies, which consists of 17 public companies in the agriculture, energy, food and transportation industries.
+Added: Our Board annually reviews the peer group comparator companies and adjusts as needed to ensure the comparator group represents a reasonable external perspective for pay benchmarking.
+Added: The Board approved the following changes to the comparator group for 2024:
+Added: • Removal of three private companies (Cargill, Koch Industries and Land O’ Lakes) due to lack of publicly disclosed pay data
+Added: • Removal of Williams Companies due to decreased relevance in business scope
+Added: • Addition of five companies based on industry and business mix, size and overall reasonableness for pay benchmarking
2024 Comparator Group
−Removed: ADM Conagra Brands Kinder Morgan Mosaic
−Removed: Bunge Phillips 66 Koch Industries* Nutrien
−Removed: CF Industries General Mills Land O'Lakes* Valero Energy
−Removed: Cargill* HF Sinclair Marathon Petroleum Williams Companies
−Removed: *While public disclosure of pay was not available, aggregate market data from surveys including these companies was considered.
−Removed: The goal is to provide our executives with an overall total compensation package that is competitive in comparable industries, companies and markets.
−Removed: We target around market median compensation levels for base pay, target total cash and target total direct compensation, and around the 75 th percentile for actual total direct compensation when above-market performance is achieved and below market median levels if performance is below market.
−Removed: For fiscal 2023 for the Named Executive Officers excluding the CEO, base pay, on average, was slightly below the market median and total cash compensation and total direct compensation were above the market median on average.
−Removed: The total cash compensation, on average, was above the market median because actual earned short-term incentive awards were achieved
−Removed: at the maximum level of performance.
−Removed: The total direct compensation, on average, was above the market median because actual earned long-term incentive awards for the fiscal 2021-2023 performance period were achieved at the superior level of performance.
−Removed: For fiscal 2023, the CEO's base pay and target total cash compensation were at the desired competitive range around market median for the achievement of target annual performance results.
−Removed: However, target total direct compensation was lower than the desired competitive range due to the target long-term incentive award being significantly below market median.
−Removed: With the strong performance this fiscal year, his actual total direct compensation was closer to the market median than the market 75 th percentile (reflecting maximum payout under the long-term incentive but with a target award opportunity that was below market median).
−Removed: The following table presents a detailed breakdown of each compensation element:
−Removed: Pay Element Definition of Pay Element Purpose of Pay Element
−Removed: Base Pay Competitive base level of compensation provided relative to skills, experience, knowledge and contributions • Provides the fundamental element of compensation for demonstrating core responsibilities of the job
−Removed: Short-Term Incentive Broad-based employee short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals • Provides a direct link between pay and annual business objectives
−Removed: • Provides pay for performance to motivate and encourage the achievement of critical business initiatives
−Removed: • Encourages proper expense control and containment
−Removed: Profit-Sharing Selective employee short-term performance-based variable pay for achieving predetermined annual financial goals • Provides a direct link between employee pay and our profitability
−Removed: Long-Term Incentive Long-term performance-based incentive for senior management to achieve predetermined triennial Return on Invested Capital ("ROIC") goals • Provides a direct link between senior management pay and long-term strategic business objectives
−Removed: • Aligns management and member-owner interests
−Removed: • Encourages retention of key management
−Removed: Retirement Benefits Retirement benefits under the qualified retirement plans are identical to broad-based retirement plans generally available to all full-time employees • These benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
−Removed: The supplemental plans include nonqualified retirement benefits that restore qualified benefits contained in our broad-based plans for employees whose retirement benefits are limited by salary caps under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code");
−Removed: in addition, the plans allow participants to voluntarily defer receipt of a portion of their income • These benefits are provided to attract and retain senior leaders with total rewards programs that are competitive with comparable companies
−Removed: Health and Welfare Benefits Medical, dental, vision, life insurance and short-term disability benefits are generally available to all full-time employees.
−Removed: Certain officers, including our Named Executive Officers, also are eligible for executive long-term disability benefits • With the exception of executive long-term disability benefits, these benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
−Removed: Additional Benefits Additional benefits are provided to certain officers, including our Named Executive Officers • These benefits are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain key talent
−Removed: Fiscal 2023 Executive Compensation Mix at Target
−Removed: The objectives of our executive compensation program require a suitable mix of base pay, short-term incentive pay and long-term incentive pay that will drive the executive officers to achieve results that benefit our member-owners' interests over the long term while maintaining alignment with the competitive talent market.
−Removed: The charts below illustrate the mix of base salary, short-term incentive target pay and long-term incentive target pay based on the 2023 Grants of Plan-Based Awards values (see table under Section 11.2) for our CEO and the other Named Executive Officers as a group.
−Removed: Base salaries of our Named Executive Officers represent a fixed form of compensation paid on a semimonthly basis.
−Removed: The base salaries are generally set around the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies.
−Removed: The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities, individual experience and performance.
−Removed: Base salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities.
−Removed: Changes in base salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors.
+Added: HF Sinclair Corporation
+Added: Marathon Petroleum
+Added: Valero Energy
+Added: Bayer* Conagra Brands
+Added: Hormel Foods*
+Added: Bunge Corteva*
+Added: Ingredion Incorporated*
+Added: CF Industries General Mills
+Added: Kinder Morgan
+Added: *New company added to the comparator group for 2024
+Added: The objective is to provide our executives with an overall total compensation package that is competitive in comparable industries, companies and markets.
+Added: We target around market median compensation levels for base pay, target total cash and target total direct compensation, and around the 75 th percentile for actual total direct compensation when our performance is well above target goals and below market median levels if performance is below target goals.
+Added: For the Named Executive Officers excluding the CEO in 2024, target total compensation was, on average, aligned to the desired competitive range.
+Added: Base pay, on average, was slightly below the market median while total cash compensation and total direct compensation yielded around 75 th percentile of market, on average, due to actual earned short-term incentive awards at the maximum level of performance and actual earned long-term incentive awards for the fiscal 2022-2024 performance period at the superior level of performance.
+Added: For fiscal 2024, the CEO's base pay, target total cash compensation and target total direct compensation were set to be aligned to the desired competitive range.
+Added: Based on a review of the market benchmarks, consideration of the CEO's outstanding sustained performance and long service, and to further emphasize performance-based incentive award opportunities, target pay was increased for fiscal 2024 primarily in the long-term incentive target award opportunity to align to our multi-year performance.
+Added: From an actual pay perspective, with strong company performance over the past three fiscal years (2022 - 2024), his actual total direct compensation for fiscal 2024 was above both target levels and market median due to outperformance of the preestablished goals.
+Added: Target Pay Mix
+Added: The objectives of our executive compensation program require a suitable mix of base pay, short-term incentive and long-term incentive that will engage the executive officers to achieve both short-term results as well as strategic results that benefit our member-owners' interests over the long term while maintaining alignment with the competitive talent market.
+Added: The charts below illustrate the mix of base salary, short-term incentive target pay and long-term incentive target pay based on the 2024 Grants of Plan-Based Awards values (see the Summary Compensation Table) for our CEO and the other Named Executive Officers as a group.
+Added: The increase in the CEO's target award opportunity for the long-term incentive for performance periods beginning with the award granted in fiscal 2024 resulted in a shift to the pay mix with more of his target total compensation weighted towards long-term business performance, which aligns with our overall executive compensation objectives and market practices.
+Added: Base pay of our Named Executive Officers represents a fixed element of compensation paid as a salary on a semimonthly basis.
+Added: Salaries are generally set around the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies.
+Added: The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope and level of responsibilities, individual skills, experience and performance.
+Added: Salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities.
+Added: Changes in salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors.
Changes are not governed by preestablished weighting factors or a specific merit matrix.
−Removed: Our CEO is responsible for this process for the other Named Executive Officers.
−Removed: The Executive Committee is responsible for this process for our CEO.
−Removed: Debertin received a 4.0% base salary increase effective January 1, 2023.
+Added: Our CEO is responsible for the annual salary review process for the other Named Executive Officers.
+Added: The Executive Committee is responsible for the annual salary review process for our CEO.
+Added: Debertin received an approximate 6.2% salary increase effective December 1, 2023.
Our Board of Directors approved the increase to reward Mr.
−Removed: Debertin for strong performance and to maintain a competitive pay position to market.
+Added: Debertin for exceptional performance and align his base pay relative to market considering his long tenure as CEO.
Nelligan, Mr.
Hunhoff, and Mr.
−Removed: Griffith received base salary increases of 10%, 4%, 3.39% and 10.09%, respectively.
−Removed: The larger base salary increases for Ms.
−Removed: Nelligan and Mr.
−Removed: Griffith included both a merit increase and a market adjustment to improve competitive pay position to market.
+Added: Griffith received salary increases of 5%, 3.5%, 3% and 4%, respectively, to reward them for strong performance and maintain market pay competitiveness.
Overview of Performance-Based Incentive Plans
We operate our diversified global businesses to maximize value, in the near-term and long-term, for our member cooperatives, farmer-owners and customers.
−Removed: Our officer compensation program reflects this key objective by emphasizing performance-based incentive opportunities, through the AVP and ELTIP that are discussed in detail below, with awards earned commensurate with our results.
−Removed: The actual payouts for the incentive cycles ending in 2023 reflect the team's outstanding execution relative to our business strategy in key areas including revenues, earnings and capital management, which are, collectively, captured in our primary financial measure of ROIC.
−Removed: The AVP, which has a larger group of employees eligible to participate, rewards annual ROIC results and, for executives, the ELTIP rewards three-year ROIC results and requires an additional vesting period over 28 months for earned awards.
+Added: Our executive compensation program reflects this key objective by emphasizing performance-based incentive opportunities, through the short-term and long-term incentive plans that are discussed in detail below, with awards earned commensurate with financial results.
+Added: The actual payouts for the incentive cycles ended in fiscal 2024 reflect the team's outstanding execution relative to our business strategy in key areas including revenues, earnings and capital management, which are, collectively, captured in our primary financial measure of ROIC.
Short-Term Incentive Pay
−Removed: Named Executive Officers are covered by the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other management and professional employees and, based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time eligible.
+Added: Named Executive Officers participate in the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other management and professional employees, and based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time they were eligible.
Each Named Executive Officer was eligible to participate in the AVP for the entirety of fiscal 2024.
−Removed: Target AVP award levels were set with reference to various factors including internal equity and competitive market compensation levels and were intended to motivate our executives by providing short-term incentive awards
−Removed: for the achievement of predetermined annual goals.
−Removed: Our AVP incentive for fiscal 2023 was weighted 70% on enterprise-level financial performance and 30% on specific management business objectives.
−Removed: • The financial performance component was based on preestablished ROIC goals for CHS at the enterprise level.
+Added: Target AVP award levels are set with reference to various factors including internal equity
+Added: and competitive market compensation levels and are intended to motivate our executives by providing short-term incentive awards for the achievement of annual goals.
+Added: For fiscal 2024, the AVP incentive was weighted 70% on enterprise-level financial performance and 30% on individual performance.
+Added: • The financial performance component was based on preestablished ROIC goals at the enterprise level.
The threshold, target and maximum ROIC goals approved by the Board of Directors for fiscal 2024 are set forth in the table below.
−Removed: • The management business objectives were based on individual performance against specific goals relating to subjects such as business profitability, execution of strategic initiatives or talent acquisition, development and retention.
−Removed: In conjunction with the annual performance appraisal process for our CEO, our Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the short-term incentive award based upon completion or partial completion of the previously specified goals and principal accountabilities for our CEO.
−Removed: Likewise, our CEO uses a similar process for determining individual goal attainment for the other Named Executive Officers.
−Removed: CHS financial performance goals and award opportunities under our fiscal 2023 Annual Variable Pay Plan were as follows:
+Added: • The individual performance component was based on achievement of specific goals relating to areas such as business profitability, execution of strategic initiatives and/or talent acquisition, development and retention.
+Added: In conjunction with the annual performance review process for our CEO, the Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the short-term incentive award based upon completion or partial completion of the previously specified goals and principal job accountabilities.
+Added: Likewise, our CEO uses a similar process for determining individual goal achievement for the other Named Executive Officers.
+Added: CHS financial performance goals and award opportunities under our fiscal 2024 AVP were as follows:
Performance Level CHS ROIC Goal Target Award Multiple
6 unchanged sentences
GAAP and may not be comparable to similarly titled measures used by other companies.
−Removed: ROIC is a measurement of how efficiently we use capital and the level of returns on that capital.
−Removed: It is calculated by dividing net operating profit after tax by average funded debt plus beginning equity.
−Removed: We define adjusted net operating profit after tax as earnings before taxes plus interest, net, and the sum is multiplied by the effective tax rate.
−Removed: For purposes of the fiscal 2023 AVP, we define funded debt as the sum of the average of beginning and end of year funded debt, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2022 and 2023, respectively, and the total beginning of year equity as of July 31, 2022, respectively.
−Removed: ROIC results for fiscal year 2023 were 16.4%, resulting in award payouts at 2.0x target for the financial performance component.
−Removed: Robust global demand and market volatility continued to result in commodity prices that were elevated from historical averages.
−Removed: Adjusted net operating profit after tax increased in fiscal 2023, as our Energy segment delivered strong earnings with favorable market conditions in our refined fuels business and our Ag segment experienced strong meal and oil demand, resulting in improved oilseed crush margins that contributed to higher earnings.
+Added: ROIC is a measurement of how efficiently we use capital and the level of return on that capital.
+Added: It is calculated by dividing adjusted net operating profit after tax by average funded debt plus beginning equity.
+Added: We define adjusted net operating profit after tax as earnings before taxes excluding the impact of certain non-recurring business events, plus net interest generated from investing and financing activities, and the result is multiplied by the effective tax rate.
+Added: For purposes of the fiscal 2024 AVP, we define funded debt as the sum of the average of beginning and end of year long-term debt, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2023 and 2024, respectively, and the total beginning of year equity as of July 31, 2023, respectively.
+Added: Further, for purposes of the fiscal 2024 AVP, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.
+Added: ROIC results for fiscal 2024 were 9.5%, resulting in award payouts at 2.0x target for the financial performance component.
+Added: Although adjusted net operating profit after tax decreased in fiscal 2024 from the record results in the previous year due to the commodity cycle downturn, profitability was elevated from historical averages.
+Added: The less favorable market conditions negatively impacted refining margins in our Energy segment and oilseed crush margins in our Ag segment, but both segments still performed well and were able to deliver solid financial results.
Debertin, the other Named Executive Officers, and our other CHS employees were able to consistently execute to meet the needs of our customers and member-owners.
−Removed: The CEO and each other Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual objectives, and therefore, each Named Executive Officer was awarded the maximum payout for the 30% individual goals component.
−Removed: Short-term incentive awards that were earned under the Annual Variable Pay Plan for fiscal 2023 for the Named Executive Officers are as follows:
+Added: The CEO and each Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual goals, and therefore, each Named Executive Officer was awarded an above target payout for the 30% individual performance component.
+Added: Short-term incentive awards that were earned under the AVP for fiscal 2024 for the Named Executive Officers are as follows:
Name Position 2024 AVP Awards
4 unchanged sentences
John Griffith Executive Vice President, Ag Business and CHS Hedging 1,392,144
−Removed: Profit-Sharing
−Removed: Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also available to other employees.
−Removed: The purpose of the Profit-Sharing Plan is to provide a direct link between employee pay and our profitability.
−Removed: Annual profit-sharing contributions are calculated as a percent of base pay and annual variable pay (total earnings) and are made to the CHS Inc.
−Removed: 401(k) Plan ("401(k) Plan") account and CHS Inc.
−Removed: Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer.
−Removed: The levels of fiscal 2023 profit-sharing awards vary in relation to the level of CHS ROIC achieved and are displayed in the following table:
−Removed: ROIC Profit-Sharing Award
−Removed: ROIC results for fiscal 2023 were 16.4%.
−Removed: Accordingly, each Named Executive Officer earned a 5% award under the Profit-Sharing Plan.
Long-Term Incentive Pay
1 unchanged sentence
Executive Long-Term Incentive Plan ("ELTIP").
−Removed: The purpose of the ELTIP is to align long-term results with long-term performance goals, encourage our Named Executive Officers to maximize long-term value for our member-owners and retain key executives.
−Removed: The ELTIP consists of three-year performance periods to ensure consideration is made for our long-term financial performance and strategic execution, with a new performance period beginning every year.
+Added: The purpose of the ELTIP is to align executive pay with long-term business performance, maximize long-term value for our member-owners and retain key executives.
+Added: The ELTIP consists of three-year performance periods to ensure consideration
+Added: is made for our long-term financial performance and strategic execution, with a new performance period beginning every fiscal year.
Our Board of Directors approves the ELTIP goals for each three-year period.
1 unchanged sentence
These awards vest over an additional 28-month period following the performance period end date.
−Removed: The extended earning and vesting provisions of the ELTIP are designed to help us retain key executives.
Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested ELTIP award balances.
−Removed: Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP rules.
−Removed: Like the Annual Variable Pay Plan, award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations.
−Removed: The target level ELTIP award level was 1.15x base salary for Named Executive Officers other than Mr.
−Removed: Debertin for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2023), and 1.25x base salary for performance periods beginning on or after September 1, 2021.
−Removed: Debertin's target ELTIP award level was 1.5x his base salary for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2023), and 3.0x his base s alary for performance periods beginning on or after September 1, 2021.
−Removed: For the three-year ELTIP period ending in fiscal 2023, the ELTIP performance measure was ROIC.
−Removed: As stated above, ROIC is a measurement of how efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year.
+Added: Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP provisions.
+Added: Like the AVP, target award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations.
+Added: The target ELTIP award is 1.25x base salary for Named Executive Officers other than Mr.
+Added: Debertin for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024).
+Added: Debertin's target ELTIP award is 3.0x his base salary for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024) and increases to 5.0x his base salary for performance periods beginning on or after September 1, 2023.
+Added: For the three-year ELTIP period ended in fiscal 2024, the ELTIP performance measure was ROIC.
+Added: As stated above in the AVP section, ROIC is a measurement of how efficiently we use capital and the level of return on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year.
For purposes of the fiscal 2022-2024 performance period, we define funded debt as the sum of the average of long-term debt at the beginning and end of the year, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2021, 2022, 2023 and 2024, respectively, and the total beginning of year equity as of July 31, 2021, 2022, and 2023, respectively.
−Removed: As also stated above, ROIC is not defined under U.S.
−Removed: Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S.
−Removed: GAAP and may not be comparable to similarly titled measures used by other companies.
−Removed: Award opportunities for the fiscal 2021-2023 ELTIP are expressed as a multiple of a participant's average base salary as of August 31 for each of the three years in the performance period.
−Removed: We must meet a three-year period threshold level of ROIC performance for any participant to earn an award payout under the 2021-2023 ELTIP.
−Removed: As indicated in the table below, the threshold, target, maximum and superior performance maximum ROIC goals for the fiscal 2021-2023 performance period are as follows:
−Removed: Performance Level CHS Three-Year ROIC Target Award Multiple
−Removed: Superior performance maximum 7.5% 4.0x (1) / 3.33x (2)
+Added: Further, for purposes of calculating adjusted net operating profit for the fiscal 2022-2024 performance period, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.
+Added: Award opportunities for the fiscal 2022-2024 ELTIP performance period are expressed as a multiple of a participant's average base salary as of August 31 for each of the three years in the performance period.
+Added: We must meet a three-year period threshold level of ROIC performance for any participant to earn an award.
+Added: As indicated in the table below, the threshold, target, maximum and superior maximum ROIC goals for the fiscal 2022-2024 performance period are as follows:
+Added: Performance Level CHS Three-Year ROIC Goal Target Award Multiple
+Added: Superior Maximum (1)
+Added: 9.7% 4.0x (1)
Maximum 7.7% 2.0x
2 unchanged sentences
Below threshold <5.7% 0.0x
−Removed: (1) For the Named Executive Officers other than the CEO, the superior performance level results in an award equivalent to 4.0x the target award.
−Removed: (2) For the CEO, the superior performance level results in an award equivalent to 3.33x the target award.
−Removed: Business conditions in the agriculture and energy industries were favorable and afforded us opportunities during the 2021-2023 performance period.
−Removed: Our ability to execute in this environment with strong operational performance resulted in ROIC of 6.2% during fiscal 2021, which was above the target performance level, and 16.1% and 16.4% in fiscal 2022 and fiscal 2023, respectively, which was well above the superior performance maximum.
−Removed: Overall ROIC performance for the fiscal 2021-2023 performance period was 13.1%, resulting in superior performance level awards equivalent to 4.0x the target for Named Executive Officers other than the CEO and 3.33x the target for the CEO.
+Added: (1) The Superior Maximum performance level and target award multiple do not apply to the CEO.
+Added: Business conditions in the agriculture and energy industries were favorable during the 2022-2024 performance period.
+Added: Our ability to execute in this environment with strong operational performance resulted in ROIC of 16.1%, 16.4% and 9.5% in fiscal 2022, fiscal 2023 and fiscal 2024, respectively.
+Added: Overall ROIC performance for the fiscal 2022-2024 performance period was 13.9%, resulting in superior maximum performance level awards equivalent to 4.0x the target for Named Executive Officers other than the CEO and a maximum performance level award equivalent to 2.0x the target for the CEO.
ELTIP payments for the fiscal 2022-2024 ELTIP for the Named Executive Officers are as follows:
−Removed: Name Position ELTIP Payments
+Added: Name Position 2022-2024 ELTIP Award
Jay Debertin President and Chief Executive Officer $ 8,257,328
4 unchanged sentences
The fiscal 2024 award grant values associated with the fiscal 2024-2026 ELTIP performance period, which continue to measure three-year ROIC, are provided in the "2024 Grants of Plan-Based Awards" table.
+Added: Profit-Sharing
+Added: Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also available to other employees.
+Added: The purpose of the Profit-Sharing Plan is to reward employees for our profitability.
+Added: Annual profit-sharing contributions for executives are calculated as a percent of base pay and annual variable pay (total calendar year earnings) and are made to the CHS Inc.
+Added: 401(k) Plan ("401(k) Plan") account and CHS Inc.
+Added: Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer.
+Added: The profit-sharing amount varies in relation to CHS ROIC performance.
+Added: The fiscal 2024 Profit-Sharing Plan ROIC goals and contribution as a percent of total earnings are displayed in the following table:
+Added: Performance Level CHS ROIC Goal Profit-Sharing Award
+Added: Maximum 9.0% 5%
+Added: Target 7.5% 3%
+Added: Threshold 6.0% 1%
+Added: ROIC results for fiscal 2024 were 9.5%.
+Added: Accordingly, each Named Executive Officer earned a 5% Profit-Sharing award.
Retirement Benefits
9 unchanged sentences
Compensation and benefits are limited based on limits imposed by the Internal Revenue Code.
−Removed: A Named Executive Officer's benefit under the Pension Plan depends on pay credits to his or her account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of hire, age at
−Removed: date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.
+Added: A Named Executive Officer's benefit under the Pension Plan depends on pay credits to his or her account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of hire, age at date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.
The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’s base salary and annual variable pay plus compensation reduction pursuant to the 401(k) Plan and any pretax contribution to any of our welfare benefit plans, paid vacations, paid leaves of absence and pay received if away from work due to a sickness or injury.
27 unchanged sentences
Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant’s behalf by us.
−Removed: Eligible participants are automatically enrolled in the plan at a 3% contribution rate and, effective each January 1, the participant's contribution will be automatically increased by 1%.
−Removed: This escalation will stop once the participant's contribution reaches 15%.
−Removed: The participant may elect to cancel or change these automatic contributions at any time.
Supplemental Executive Retirement Plan and CHS Inc.
18 unchanged sentences
Health and Welfare Benefits
−Removed: Like our other employees, each of the Named Executive Officers is entitled to receive benefits under our comprehensive health and welfare program.
−Removed: Like nonexecutive full-time employees, participation in the individual benefit plans is based on each Named Executive Officer's annual benefit elections and varies by individual.
−Removed: Medical Plans
−Removed: Named Executive Officers and their dependents may participate in our medical plan on the same basis as other eligible full-time employees.
−Removed: The plan provides each Named Executive Officer an opportunity to choose a level of coverage and coverage options with varying deductibles and copays to pay for hospitalization, physician and prescription drug expenses.
−Removed: The cost of this coverage is shared by us and the covered Named Executive Officer.
−Removed: Dental and Vision Plan
−Removed: Named Executive Officers and their dependents may participate in our dental and vision plan on the same basis as other eligible full-time employees.
−Removed: The plan provides coverage for basic dental and vision expenses.
−Removed: The cost of this coverage is shared by us and the covered Named Executive Officer.
−Removed: Life, AD&D and Dependent Life Insurance
−Removed: Named Executive Officers and their dependents may participate in our basic life, optional life, accidental death and dismemberment ("AD&D") and dependent life plans on the same basis as other eligible full-time employees.
−Removed: The plans allow Named Executive Officers an opportunity to purchase group life insurance on the same basis as other eligible full-time employees.
−Removed: Basic life insurance equal to one times eligible compensation will be provided at our expense on the same basis as other eligible full-time employees.
−Removed: Named Executive Officers can choose various coverage levels of optional and dependent life insurance at their own expense on the same basis as other eligible full-time employees.
−Removed: Employee optional life coverage includes an equal amount of AD&D coverage.
−Removed: We also provide at our expense Business Travel Accident coverage to Named Executive Officers when partaking in a business trip that furthers the business of CHS.
−Removed: Short-Term, Long-Term and Individual Disability
−Removed: Named Executive Officers participate in our Short-Term Disability Plan ("STD") on the same basis as other eligible full-time employees.
−Removed: The Named Executive Officers also participate in an executive Long-Term Disability Plan ("LTD") and
−Removed: Individual Disability Insurance ("IDI").
−Removed: These programs replace a portion of income in the event that a Named Executive Officer is disabled under the applicable terms and is unable to work full-time.
−Removed: The cost of STD, LTD and IDI coverage is paid by us.
−Removed: Flexible Spending Accounts/Health Savings Accounts
−Removed: Named Executive Officers may participate in our Flexible Spending Account ("FSA") or Health Savings Account ("HSA") on the same basis as other eligible full-time employees.
−Removed: The FSA and HSA provide Named Executive Officers an opportunity to pay for certain eligible medical expenses on a pretax basis.
−Removed: Contributions to the FSA and HSA are made by the Named Executive Officer.
−Removed: Travel Assistance Program and Identity Theft Protection
−Removed: Like other nonexecutive full-time employees, each of the Named Executive Officers is covered by our travel assistance program and identity theft protection program.
−Removed: The travel assistance program provides AD&D protection should a covered injury or death occur while on a business trip.
−Removed: The identity theft protection program provides credit monitoring and restoration services to protect against identity theft.
+Added: The Named Executive Officers are eligible to participate in benefits under our comprehensive health and welfare program on the same basis as other eligible full-time employees.
+Added: The health and welfare program includes benefits such as medical, dental, vision, life insurance, short-term disability, spending accounts, travel accident and identity theft protection.
+Added: Like non-executive full-time employees, participation in some of these benefit plans varies based on each Named Executive Officer's annual benefit elections.
Additional Benefits
−Removed: Certain benefits such as executive physical examinations and limited financial and tax planning assistance are available to our Named Executive Officers.
−Removed: These are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to us.
+Added: Additional benefits such as executive long-term disability, executive physical examinations and limited financial and tax planning assistance are also available to our Named Executive Officers.
+Added: These are provided as part of an overall executive rewards package that strives to be competitive and retain executive talent.
More details can be found in the "All Other Compensation" section of the Summary Compensation Table.
1 unchanged sentence
On September 6, 2023, our Board of Directors approved an amendment to our Incentive Compensation Recovery Policy ("Recovery Policy") effective as of December 1, 2023.
−Removed: The purpose of the amendment to the Recovery Policy was to bring the Recovery Policy into compliance with newly adopted Listing Rule 5608 by The Nasdaq Stock Market LLC and to provide general updates to the policy to reflect what we believe are best practices.
+Added: The purpose of the amendment to the Recovery Policy was to bring the Recovery Policy into compliance with newly adopted listing rule 5608 by Nasdaq and to provide general updates to the policy to reflect what we believe are best practices.
Specifically, the Recovery Policy applies to our current and former directors, employees, and employees who are or were identified by us as an "officer" which for purposes of the Recovery Policy includes any person that performs policy-making functions for CHS or any subsidiary of CHS ("Recovery Party").
20 unchanged sentences
Debertin was elected as our President and CEO, and in connection therewith entered into an employment agreement with us on that date (the "Employment Agreement").
−Removed: On November 5, 2020, we entered into an amendment to the Employment Agreement ("Employment Agreement Amendment No.
−Removed: Debertin, pursuant to which the term of the Employment Agreement was extended to August 31, 2023, provided that, pursuant to the terms of the Employment Agreement, beginning on August 31, 2023, and on each August 31 thereafter, the Employment Agreement will automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period.
−Removed: On November 3, 2021, we and Mr.
−Removed: Debertin entered into another amendment ("Employment Agreement Amendment No.
−Removed: 2") to the Employment Agreement, pursuant to which the terms of Mr.
−Removed: Debertin's long-term incentive compensation opportunity were amended as set forth below.
−Removed: The amended long-term incentive compensation opportunity set forth by Employment Agreement Amendment No.
−Removed: 2 applies for each three-year performance period that begins on or after September 1, 2021.
−Removed: Pursuant to the terms of the Employment Agreement, as amended by Employment Agreement Amendment No.
+Added: The Employment Agreement, as amended, has a term expiring August 31, 2026, provided that the Employment Agreement will thereafter automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period.
+Added: Pursuant to the terms of the amended Employment Agreement Mr.
Debertin is entitled to, among other things:
4 unchanged sentences
2, the Employment Agreement provided Mr.
−Removed: Debertin with a target long-term
−Removed: incentive compensation award opportunity of 1.5x his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity.
−Removed: On November 1, 2022, we and Mr.
−Removed: Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No.
−Removed: 3"), pursuant to which the term of the Employment Agreement was extended to August 31, 2026, and the termination provisions of the Employment Agreement were amended to provide that Mr.
−Removed: Debertin would receive welfare benefit continuation for two years following the termination of his employment, if Mr.
+Added: Debertin with a target long-term incentive compensation award opportunity of 1.5x his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity;
+Added: • welfare benefit continuation for two years following the termination of his employment, if Mr.
Debertin chooses to retire from the Company on or after August 31, 2025.
−Removed: On November 7, 2023, we and Mr.
−Removed: Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No.
−Removed: 4"), in order to, among other things, recognize his outstanding performance and long tenure and to further emphasize performance-based incentive award opportunities that can be earned for long term strategy execution as reflected in our results relative to goals set at the start of the multi-year performance period, pursuant to which:
−Removed: • During the 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), Mr.
−Removed: Debertin will be entitled to a target ELTIP award opportunity of 5 times his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold ELTIP award opportunity equal to one-half of the target ELTIP award opportunity and a maximum ELTIP award opportunity equal to twice the target ELTIP award opportunity.
−Removed: Prior to the execution of Employment Agreement Amendment No.
−Removed: 4, the Employment Agreement (as amended) provided Mr.
−Removed: Debertin with a target ELTIP award opportunity of 3 times his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum ELTIP award opportunity equal to two times his target ELTIP award opportunity;
−Removed: • During the fiscal year 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), if Mr.
+Added: Pursuant to an amendment in November 2023, in order to, among other things, recognize his outstanding performance and long tenure and to further emphasize performance-based incentive award opportunities that can be earned for long term strategy execution as reflected in our results relative to goals set at the start of the multi-year performance period, we agreed to provide Mr.
+Added: Debertin the following for ELTIP awards for the 2024-2026 performance period (and any ELTIP performance period thereafter):
+Added: • a target ELTIP award opportunity of 5x his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold ELTIP award opportunity equal to one-half of the target ELTIP award opportunity and a maximum ELTIP award opportunity equal to twice the target ELTIP award opportunity;
Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least 6 months of such a performance period and his employment ends due to retirement approved (such approval not to be unreasonably withheld) by our Board of Directors, then upon completion and certification of performance results for such performance period, he will be eligible for a vested full grant participation in the applicable ELTIP award with the payout factor calculated at the same time as other participants.
1 unchanged sentence
The severance pay and benefits to which Mr.
−Removed: Debertin would be entitled if we terminated his employment without cause or, if he terminated his employment for "good reason" are described below under "Post Employment."
+Added: Debertin would be entitled under the Employment Agreement if we terminated his employment without cause or, if he terminated his employment for "good reason" are described below under "Post Employment."
Nelligan's compensation is set forth in a letter agreement we entered into with her on January 7, 2020 (the "Nelligan Letter Agreement").
−Removed: The Nelligan Letter Agreement provides Ms.
−Removed: Nelligan with an initial annual base salary of $570,000 and a hiring bonus of $200,000 (which has been paid).
The Nelligan Letter Agreement provides that Ms.
2 unchanged sentences
The severance pay and benefits to which Ms.
−Removed: Nelligan would be entitled if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under "Post Employment."
+Added: Nelligan would be entitled under the Nelligan Letter Agreement if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under "Post Employment."
Smith's compensation is set forth in a letter agreement we entered into with him on January 1, 2021 (the "Smith Letter Agreement").
1 unchanged sentence
Smith with an initial annual base salary of $570,000 and a hiring bonus in the gross amount of $1,500,000 ("Hiring Bonus").
−Removed: The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000, which have already been paid, and a final installment of $300,000 in 2024, provided Mr.
−Removed: Smith is employed by CHS on the payment date.
−Removed: Notwithstanding the foregoing, the Smith Letter Agreement provides that,
−Removed: in the event of an employment separation by us without good reason prior to payment of any portion of the Hiring Bonus, we will pay the Hiring Bonus in full no later than 60 days from the date of separation.
+Added: The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000, which were paid in previous years, and a final installment of $300,000 paid in 2024.
The Smith Letter Agreement provides that Mr.
4 unchanged sentences
The severance pay and benefits to which Mr.
−Removed: Smith would be entitled if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under "Post Employment."
+Added: Smith would be entitled under the Smith Letter Agreement if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under "Post Employment."
Tax Considerations
10 unchanged sentences
Summary Compensation Table
−Removed: Name and Principal Position Year Salary
−Removed: (1)(2) Nonequity
−Removed: Incentive Plan
−Removed: Compensation (1)(3) Change in Pension
−Removed: (1)(4) All Other
−Removed: Compensation (1)(5-10) Total
−Removed: President and Chief Executive Officer 2023 $ 1,348,088 — $ 10,685,281 $ 1,109,326 $ 458,759 $ 13,601,454
+Added: Name and Principal Position Year Salary Bonus (1)
+Added: Nonequity Incentive Plan Compensation (2)
+Added: Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) All Other Compensation (4-10) Total
+Added: Jay Debertin President and Chief Executive Officer 2024 $ 1,428,900 — $ 12,607,328 $ 1,255,762 $ 483,074 $ 15,775,064
2023 1,348,088 — 10,685,281 1,109,326 458,759 13,601,454
2022 1,300,316 — 12,145,152 661,879 372,610 14,479,957
−Removed: Olivia Nelligan
−Removed: Executive Vice President, Chief Financial Officer and Chief Strategy Officer 2023 640,000 — 4,324,000 146,672 177,920 5,288,592
+Added: Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer 2024 684,750 — 4,824,992 212,287 205,169 5,927,198
2023 640,000 — 4,324,000 146,672 177,920 5,288,592
3 unchanged sentences
2023 602,767 400,000 4,114,852 138,124 176,677 5,432,420
+Added: 2022 581,400 400,000 3,124,550 121,053 241,139 4,468,142
Darin Hunhoff
5 unchanged sentences
2022 545,000 — 3,357,742 54,067 124,456 4,081,265
−Removed: (1) Information on Mr.
−Removed: Smith includes compensation beginning in fiscal 2022, the first year in which he became a Named Executive Officer.
−Removed: (2) Includes hiring bonus payment to Ms.
−Removed: Nelligan of $100,000 in fiscal 2021;
−Removed: hiring bonus payments of $400,000 to Mr.
−Removed: Smith in fiscal 2022 and fiscal 2023.
+Added: (1) Includes hiring bonus payments to Mr.
+Added: Smith of $400,000 in 2022, $400,000 in 2023 and $300,000 in 2024.
(2) Amounts include retention awards earned in fiscal 2022, annual variable pay awards and long-term incentive awards.
−Removed: The Board of Directors approved a retention award for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved.
+Added: The Board of Directors approved a retention award for certain senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved.
Pursuant to its original terms, the retention award would generally be earned only if the participant continued active employment through January 1, 2021.
6 unchanged sentences
Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the retention award was approved, they were not granted a retention award.
−Removed: The actual annual variable pay award value was as follows in fiscal 2 023, 2022 and 2021, respectively :
+Added: T he actual annual variable pay award value was a s follows in fiscal 2 024, 2023 and 2022, respectively :
Debertin, $4,350,000, $4,096,800 and $3,939,192;
Nelligan, $1,569,992, $1,518,000 and $1,380,000;
−Removed: Smith, $1,404,380 and $1,350,330 (Mr.
−Removed: Smith was not a Named Executive Officer in fiscal 2021);
+Added: Smith, $1,431,731, $1,404,380 and $1,350,330;
Hunhoff, $1,402,657, $1,403,920 and $1,357,900;
3 unchanged sentences
Nelligan, $3,255,000, $2,806,000 and $2,297,444;
−Removed: Smith, $2,710,472, $1,774,220 (Mr.
−Removed: Smith was not a Named Executive Officer in fiscal 2021);
+Added: Smith, $3,049,452, $2,710,472 and $1,774,220;
Hunhoff, $3,049,172, $2,720,112 and $2,663,064;
5 unchanged sentences
Nelligan, $212,287, $135,559 and $88,098;
−Removed: Smith, $129,192 and $112,719 (Mr.
−Removed: Smith was not a Named Executive Officer in fiscal 2021);
+Added: Smith, $190,030, $129,192 and $112,719;
Hunhoff, $477,198, $210,620 and $(320,238);
1 unchanged sentence
Negative values are not reflected in the sum reported in the column.
−Removed: Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service ("IRS") on applicable funds and was as follows in fiscal 2023, 2022 and 2021, respectively:
−Removed: Debertin, $135,568, $327,432 and $312,872;
+Added: Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service ("IRS") on applicable funds and were as follows in fiscal 2024, 2023 and 2022, respectively:
+Added: $0, $135,568 and $327,432;
Nelligan, $0, $11,113 and $26,032;
−Removed: Smith, $8,932 and $8,334 (Mr.
−Removed: Smith was not a Named Executive Officer in fiscal 2021);
+Added: Smith, $0, $8,932 and $8,334;
Hunhoff, $0, $17,965 and $49,859;
12 unchanged sentences
Griffith, $15,375.
−Removed: (7) For fiscal 2023, includes executive LTD, travel accident insurance, financial planning, and companion travel for Mr.
−Removed: (8) For fiscal 2023, includes executive LTD, travel accident insurance, and wellness program incentive for Ms.
−Removed: (10) For fiscal 2023, includes executive LTD, travel accident insurance, and financial planning for Mr.
−Removed: (9) For fiscal 2023, includes executive LTD, travel accident insurance, wellness program incentive, and companion travel for Mr.
−Removed: (10) For fiscal 2023, includes executive LTD, travel accident insurance, executive physical, financial planning, and companion travel for Mr.
−Removed: Agreements with Named Executive Officers
−Removed: On May 22, 2017, we entered into an Employment Agreement with Mr.
−Removed: Debertin, our President and Chief Executive Officer, which was amended by Employment Agreement Amendment No.
−Removed: 1 on November 5, 2020, Employment Agreement Amendment No.
−Removed: 2 on November 3, 2021, Employment Agreement Amendment No.
−Removed: 3 on November 1, 2022, and Employment Agreement Amendment No.
−Removed: 4 on November 7, 2023.
−Removed: The Employment Agreement, as amended by Employment Agreement Amendment No.
−Removed: 1, Employment Agreement Amendment No.
−Removed: 2, Employment Agreement Amendment No.
−Removed: 3 and Employment Agreement Amendment No.
−Removed: 4, supersedes all previous agreements we had with Mr.
−Removed: The Employment Agreement was entered into in order to clearly define the obligations of the parties thereto with respect to employment matters, as well as the compensation and benefits to be provided to Mr.
−Removed: Debertin upon termination of employment.
−Removed: The severance payments to which Mr.
−Removed: Debertin would be entitled under the Employment Agreement, as amended by Employment Agreement Amendment No.
−Removed: 1, Employment Agreement Amendment No.
−Removed: 2, Employment Agreement Amendment No.
−Removed: 3 and Employment Agreement Amendment No.
−Removed: 4, if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under the heading "Post Employment." Other details of the Employment Agreement, as amended by Employment Agreement, Amendment No.
−Removed: 1, Employment Agreement Amendment No.
−Removed: 2, Employment Agreement Amendment No.
−Removed: 3, Employment Agreement Amendment No.
−Removed: Debertin's employment arrangement with us are described in "Compensation Discussion and Analysis" above.
−Removed: The severance payments to which Ms.
−Removed: Nelligan would be entitled under the Nelligan Letter Agreement if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under the heading "Post Employment." Other details of the Nelligan Letter Agreement and Ms.
−Removed: Nelligan's employment arrangement with us are described in "Compensation Discussion and Analysis" above.
−Removed: The severance payments to which Mr.
−Removed: Smith would be entitled under the Smith Letter Agreement if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under the heading "Post Employment." Other details of Mr.
−Removed: Smith's employment arrangement with us are described in the "Compensation Discussion and Analysis" above.
+Added: (6) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, commemorative gift and companion travel for Mr.
+Added: (7) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning and wellness program incentive for Ms.
+Added: (8) For fiscal 2024, includes executive LTD, travel accident insurance and wellness program incentive for Mr.
+Added: (9) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, and companion travel for Mr.
+Added: (10) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive and companion travel for Mr.
2024 Grants of Plan-Based Awards
−Removed: Estimated Future Payouts Under
−Removed: Nonequity Incentive Plan Awards
+Added: Estimated Future Payouts Under Nonequity Incentive Plan Awards
Name and Principal Position Grant Date Threshold Target Maximum
18 unchanged sentences
375,000 750,000 3,000,000
−Removed: (1) Represents range of possible awards under our fiscal 2023 Annual Variable Pay Plan.
+Added: (1) Represents range of possible awards under our fiscal 2024 Annual Variable Pay Plan for Mr.
+Added: Debertin based on target award opportunity at 1.5x base salary.
(2) Represents ran ge of possible awards under our ELTIP for the fiscal 2024-2026 performance period for Mr.
3 unchanged sentences
Awards are measured over a three-year period and vest over an additional 28-month period.
−Removed: (3) Represents range of possible awards under our ELTIP for the fiscal 2023-2025 performance period for Ms.
−Removed: Nelligan, Mr.
−Removed: Hunhoff, and Mr.
+Added: (3) Represents range of possible awards under our fiscal 2024 Annual Variable Pay Plan for the other NEOs based on target award opportunity at 1.15x base salary.
+Added: (4) Represents range of possible awards under our ELTIP for the fiscal 2024-2026 performance period for the other NEOs.
Values include ELTIP target award opportunity at 1.25x base salary.
Awards are measured over a three- year period and vest over an additional 28-month period.
−Removed: The material terms of annual variable pay and long-term incentive awards that are disclosed in this table, including the vesting schedule, are described under "Compensation Discussion and Analysis" above.
+Added: The material terms of annual variable pay and long-term incentive awards that are disclosed in the above table, including the vesting schedule, are described under "Compensation Discussion and Analysis" above.
2024 Pension Benefits
−Removed: Name and Principal Position Plan Name Number of Years of Credited Service Present Value of Accumulated Benefits
+Added: Name and Principal Position Plan Name Years of Credited Service Present Value of Accumulated Benefits
(Years) (Dollars)
1 unchanged sentence
President and Chief Executive Officer
−Removed: Pension Plan 39.2500 $ 1,329,476
−Removed: SERP 39.2500 6,651,683
+Added: 40.2500 $ 1,444,574
+Added: 40.2500 7,792,347
Olivia Nelligan
Executive Vice President, Chief Financial Officer and Chief Strategy Officer Pension Plan
−Removed: SERP 3.5833 327,078
+Added: 4.5833 73,809
+Added: 4.5833 518,530
Brandon Smith
Executive Vice President, General Counsel Pension Plan
−Removed: SERP 2.4167 235,134
+Added: 3.4167 57,437
+Added: 3.4167 402,547
Darin Hunhoff
Executive Vice President, Energy Pension Plan
−Removed: SERP 31.2500 1,463,730
+Added: 32.2500 899,939
+Added: 32.2500 1,842,161
John Griffith (1)
−Removed: Executive Vice President, Ag Business and CHS Hedging Pension Plan 22.1667 364,752
−Removed: SERP 22.1667 716,875
−Removed: Debertin is eligible for early retirement in both the Pension Plan and the SERP.
+Added: Executive Vice President, Ag Business and CHS Hedging
+Added: 23.1667 427,684
+Added: 23.1667 1,018,068
+Added: Debertin and Mr.
+Added: Griffith are eligible for early retirement in both the Pension Plan and the SERP.
The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.
1 unchanged sentence
The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 13, Benefit Plans , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:
−Removed: • Discount rate of 5.36 % for the Pension Plan and 5.20% for the SERP;
+Added: • a discount rate of 5.04% for the Pension Plan and 4.75% for the SERP;
• each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65).
7 unchanged sentences
2024 Nonqualified Deferred Compensation
−Removed: Name and Principal Position Executive
−Removed: Contributions in
−Removed: Last Fiscal Year (1) Registrant
−Removed: Contributions in
−Removed: Last Fiscal Year (2) Aggregate
−Removed: Earnings in Last Fiscal Year (3) Aggregate
−Removed: Distributions Aggregate Balance
−Removed: at Last Fiscal Year End (2)(4)
+Added: Name and Principal Position Executive Contributions in Last Fiscal Year (1) Registrant Contributions in Last Fiscal Year (2) Aggregate Earnings in Last Fiscal Year (3) Aggregate Withdrawals/ Distributions (4) Aggregate Balance at Last Fiscal Year End (5)
President and Chief Executive Officer $ 4,332,528 $ 7,024,734 $ 5,008,208 $ 8,806,418 $ 44,275,940
7 unchanged sentences
Executive Vice President, Ag Business and CHS Hedging 138,000 2,665,921 990,117 — 9,405,426
−Removed: (1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay.
−Removed: A portion of the contributions reported in this column are included within the amount reported as fiscal 2023 salary in the "Salary" column of the Summary Compensation Table.
−Removed: The specific amounts reported as fiscal 2023 salary in the Summary Compensation Table are:
−Removed: Debertin, $404,426;
−Removed: Nelligan, $50,000;
−Removed: Griffith, $5,450.
−Removed: Another portion of the contributions reported in this column are included within the amount reported as 2022 nonequity incentive plan compensation in the "Nonequity Incentive Plan Compensation" column of the Summary Compensation Table.
−Removed: Those contributions were made in early fiscal 2023 based on fiscal 2022 results.
−Removed: The specific amounts reported as 2022 nonequity incentive plan compensation in the Summary Compensation Table are:
−Removed: Debertin, $3,939,192;
−Removed: Nelligan, $690,000;
−Removed: Griffith, $313,375.
−Removed: (2) Contributions are made by us into the Deferred Compensation Plan on behalf of Named Executive Officers.
−Removed: Amounts include ELTIP contributions made in early fiscal 2023 based on fiscal 2020-2022 results, which contributions are also included in the amounts reported in the 2022 "Nonequity Incentive Plan Compensation" column of the Summary Compensation Table:
−Removed: Debertin, $6,437,835;
−Removed: Nelligan, $2,297,444;
−Removed: Smith, $1,774,220;
−Removed: Hunhoff, $2,663,064;
−Removed: Griffith, $1,923,842.
−Removed: Also included are retirement contributions made in early fiscal 2023 based on fiscal 2022 results for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits.
−Removed: Those contributions, and applicable tax withholding, are also included in amounts reported in the "All Other Compensation" column of the Summary Compensation Table for fiscal 2023:
−Removed: Debertin, $419,570;
−Removed: Nelligan, $145,558;
−Removed: Smith, $141,615;
−Removed: Hunhoff, $142,572;
−Removed: Griffith, $130,005.
−Removed: (3) The amounts in this column include the change in value of the balance, not including contributions made by or on behalf of the Named Executive Officer.
−Removed: Amounts include the following above-market earnings in fiscal 2023 that are also reflected in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table:
−Removed: Debertin, $135,568;
−Removed: Nelligan, $11,113;
−Removed: Smith, $8,932;
−Removed: Hunhoff, $17,965;
−Removed: Griffith, $2,574.
−Removed: (4) Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals.
−Removed: Amounts reported in this column include amounts previously reported in CHS's Summary Compensation Table in previous fiscal years when earned if the Named Executive Officer's compensation was required to be disclosed in a previous fiscal year.
−Removed: Amounts previously reported in such fiscal years include earned, but deferred, salary and annual incentive pay;
−Removed: ELTIP contributions, retirement contributions on amounts exceeding IRS compensation limits, profit-sharing contributions and 401(k) match contributions made by us on behalf of the Named Executive Officer;
−Removed: and above-market earnings on deferred compensation.
−Removed: Amounts reported in this column also include rollovers, voluntary salary and voluntary incentive plan contributions from predecessor plans with predecessor employers that have increased in value over the course of the Named Executive Officer's career.
−Removed: Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan.
−Removed: Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from thirteen market-based notional investments with a varying level of risk selected by us and a fixed rate fund.
−Removed: The notional investment returns for fiscal 2023 were as follows:
−Removed: Fund Name Symbol Investment Return
−Removed: Vanguard Federal Money Market Fund VMFXX 4.36 %
−Removed: Vanguard LifeStrategy Income Fund VASIX 2.22 %
−Removed: Vanguard LifeStrategy Conservative Growth Fund VSCGX 5.05 %
−Removed: Vanguard LifeStrategy Moderate Growth Fund VSMGX 7.94 %
−Removed: Vanguard LifeStrategy Growth Fund VASGX 10.78 %
−Removed: Vanguard International Value Fund VTRIX 16.49 %
−Removed: PRIMECAP Fund Admiral VPMAX 22.66 %
−Removed: International Growth Fund Admiral VWILX 9.92 %
−Removed: Institutional Index Fund Institutional Plus VIIIX 15.92 %
−Removed: Extended Market Index Institutional VIEIX 8.44 %
−Removed: Total International Stock Index Fund Institutional Shares VTSNX 12.15 %
−Removed: Janus Henderson Triton Fund Class N JGMNX 7.67 %
−Removed: American Century Small Cap Value Fund R6 Class ASVDX 5.39 %
−Removed: Fixed Rate Fund N/A 4.00 %
−Removed: Named Executive Officers may change their investment election daily.
−Removed: Payments of amounts deferred are made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code.
+Added: (1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay from September 1, 2023 through August 31, 2024.
+Added: Deferred salary contributions were reported as fiscal 2024 compensation in the Summary Compensation Table, and deferred annual incentive pay was reported as fiscal 2023 compensation in the Summary Compensation Table.
+Added: (2) Includes contributions made by us into the Deferred Compensation Plan on behalf of Named Executive Officers representing retirement contributions for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits (which were reported as fiscal 2024 compensation in the Summary Compensation Table) and ELTIP contributions (which were reported as fiscal 2023 compensation in the Summary Compensation Table) from September 1, 2023 through August 31, 2024.
+Added: (3) Includes aggregate earnings on Named Executive Officer Deferred Compensation Plan accounts from September 1, 2023 through August 31, 2024, which are not required to be reported as compensation in the Summary Compensation Table.
+Added: Deferred Compensation Plan earnings are based on investment elections made by the Named Executive Officer from thirteen market-based notional investments and a fixed rate fund.
+Added: The investment returns for fiscal 2024 were as follows:
+Added: Fund Name Investment Return
+Added: Vanguard Federal Money Market Fund 5.42%
+Added: Vanguard LifeStrategy Income Fund 10.17%
+Added: Vanguard LifeStrategy Conservative Growth Fund 13.30%
+Added: Vanguard LifeStrategy Moderate Growth Fund 16.39%
+Added: Vanguard LifeStrategy Growth Fund 19.53%
+Added: Vanguard International Value Fund 13.28%
+Added: PRIMECAP Fund Admiral 22.92%
+Added: International Growth Fund Admiral 16.70%
+Added: Institutional Index Fund Institutional Plus 27.11%
+Added: Extended Market Index Institutional 20.42%
+Added: Total International Stock Index Fund Institutional Shares 17.76%
+Added: Janus Henderson Triton Fund Class N 15.52%
+Added: American Century Small Cap Value Fund R6 Class 17.33%
+Added: Fixed Rate Fund 5.00 %
+Added: (4) Includes payments of previously deferred amounts made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code.
Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death.
−Removed: Such payments would be made in a lump sum.
−Removed: In the event of retirement, the Named Executive Officer can elect to receive payments either in a lump sum or annual installments up to 10 years.
+Added: (5) Represents the aggregate balance of non-qualified deferred compensation as of August 31, 2024.
+Added: Amounts vary by Named Executive Officer in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals over time.
+Added: To the extent that an executive was an NEO for a reported year, these amounts, other than the portion attributable to earnings, were disclosed as compensation in the year of the NEO’s deferral or registrant’s contribution, as applicable.
For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis" above.
15 unchanged sentences
Hunhoff and Mr.
−Removed: Griffith we re covered by a broad-based employee severance program that provides executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap, in the event their position is eliminated.
+Added: Griffith we re covered by a broad-based employee severance program that provides executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap, in the event their positions are eliminated.
The severance pay that the Named Executive Officers would have been entitled to in the specific events noted above, in each case, as of the last business day of fiscal 2024 is as follows:
−Removed: Name Position Amount
+Added: Name Position Severance Pay Amount
Jay Debertin (1)(2)
4 unchanged sentences
Executive Vice President, General Counsel
−Removed: Darin Hunhoff Executive Vice President, Energy 563,446
−Removed: John Griffith Executive Vice President, Ag Business and CHS Hedging 415,385
+Added: Darin Hunhoff
+Added: Executive Vice President, Energy
+Added: John Griffith
+Added: Executive Vice President, Ag Business and CHS Hedging
(1) Includes the value of health and welfare benefits based on current monthly rates.
9 unchanged sentences
The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC.
−Removed: For fiscal 2023, our last completed fiscal year:
−Removed: • As permitted by the SEC's pay ratio rules, we determined that we could use the same median employee that we identified last year since there were no significant changes to our overall employee population or the overall employee compensation program that would significantly impact our fiscal 2023 pay ratio.
−Removed: Similarly, there were no significant changes to the median employee's compensation arrangements during the fiscal year that would significantly impact the pay ratio disclosure.
−Removed: For more detail on how we identified the median employee, please refer to the pay ratio disclosure in our Form 10-K for fiscal year ending August 31, 2022.
+Added: For fiscal 2024:
• The median employee's compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, was $ 86,345 .
1 unchanged sentence
• The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $15,775,064.
−Removed: • Based on this information, the ratio of the annual total compensation of our CEO to the median employee w as 154:
+Added: • The ratio of the annual total compensation of our CEO to the median employee was 183:1.
+Added: A new median employee was selected for 2024.
+Added: We identified our median employee as of June 1, 2024 by analyzing the regular, bonus and overtime wages (or their equivalents) paid in the prior 12 months for the entire employee population excluding the CEO and certain international employees as permitted by the SEC de minimus exclusion rule (details below).
+Added: We changed to this process of using the entire population instead of using a statistical sampling methodology because we believe it is a more accurate approach to identifying the median employee.
+Added: As of June 1, 2024, our employee population consisted of approximately 10,662 individuals, 9,872 of whom were located in the United States and 790 of whom were located outside of the United States.
+Added: This population consisted of our full-time, part-time, temporary and seasonal employees.
+Added: From this population, we excluded 363 individuals who were located in the following countries:
+Added: Argentina (49), Bulgaria (5), Canada (5), China (32), Hungary (18), Italy (5), Mexico (3), Romania (122), Serbia (6), Singapore (18), South Korea (3), Spain (34), Switzerland (19), Taiwan (3), Ukraine (28) and Uruguay (13).
+Added: Excluding these employees, our employee population that was used to determine the median employee consisted of 10,299 individuals.
In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances.
1 unchanged sentence
Director Compensation
−Removed: Our Board of Directors met eight times during the fiscal year ended August 31, 2023.
+Added: Our Board of Directors met seven times during the fiscal year ended August 31, 2024.
Each director (other than the chair of the Board) is a member of two Board committees.
−Removed: At a minimum, each Board committee meets during each of the Board's six regular meetings.
−Removed: For fiscal 2023, each nonemployee director was provided compensation as follows:
+Added: At a minimum, each Board committee meets during each of the Board's five regular meetings.
+Added: For fiscal 2024, each non-employee director was provided compensation as follows:
• a monthly retainer equivalent to $93,700 per year from September 1, 2023, through December 31, 2023, and equivalent to $98,500 per year from January 1, 2024, through August 31, 2024, paid in 12 monthly payments;
3 unchanged sentences
• a meeting fee of $250 for conference calls or other short virtual meetings other than regular Board meetings.
−Removed: The number of days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually, except that the chair of the Board is exempt from this limit.
+Added: The number of days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually for purposes of the per diem meeting fee, except that the chair of the Board is exempt from this limit.
There is no cap on meeting fees permitted for conference calls or other short virtual meetings.
−Removed: These amounts (other than the $93,700 annual compensation amount), as well as the minimum retirement plan account contribution for the fiscal years 2023-2025 performance period under the Deferred Compensation Plan discussed in greater detail below, were determined after taking into account the analysis included in the market study of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019.
−Removed: During fiscal 2023, based on a market update presented by Mercer, our Board of Directors approved increasing annual director compensation from $93,700 to $98,500, increasing the first vice chair and secretary-treasurer additional annual compensation from $6,000 to $9,000 and increasing the additional annual compensation for members of the Executive Committee who are not eligible for other premiums from $3,000 to $6,000, effective January 1, 2024.
−Removed: Further, directors are eligible to participate in the Deferred Compensation Plan through a retirement plan account.
−Removed: Other than direct contributions, contributions to the retirement plan account in the Deferred Compensation Plan are made based on our ROIC performance during specific three-year periods, with ROIC defined in the same manner as for the ELTIP.
−Removed: We believe that using the ROIC performance metric for this purpose aligns the interests of our directors with the interests of our management and member-owners.
+Added: The non-employee director compensation package was determined based on the market analysis of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019.
+Added: Each year thereafter, market updates have been provided by Mercer, and annual adjustments have been considered.
+Added: Effective as of January 1, 2024, our Board of Directors approved increasing annual director compensation from $93,700 to $98,500, increasing the first vice chair and secretary-treasurer additional annual compensation from $6,000 to $9,000 and increasing the additional annual compensation for members of the Executive Committee who are not eligible for other premiums from $3,000 to $6,000.
+Added: Further, directors are eligible to participate in the Deferred Compensation Plan.
+Added: Other than direct contributions, contributions to a retirement plan account in the Deferred Compensation Plan are made based on our three-year ROIC performance, with ROIC defined in the same manner as for the ELTIP.
+Added: Driven by our unique cooperative structure, we believe that using the ROIC performance metric for this purpose aligns the interests of our directors with the interests of our management and member-owners.
The ROIC performance goal levels are established and approved by our Board of Directors prior to each three-year performance period.
2 unchanged sentences
Director Retirement and Health Care Benefits
−Removed: Members of our Board of Directors are eligible for certain retirement and health care benefits based on election date.
−Removed: The director retirement plan is a defined benefit plan and provides for a monthly benefit for the director's lifetime, beginning at age 60.
+Added: Members of our Board of Directors were eligible for certain retirement and health care benefits in fiscal 2024 based on their election date.
+Added: Directors elected prior to September 1, 2011 participate in a defined benefit retirement plan that provides for a monthly benefit for the director's lifetime, beginning at age 60.
Benefits are immediately vested, and the monthly benefit is determined according to the following formula:
1 unchanged sentence
Under no event will the benefit payment be payable for less than 120 months.
−Removed: Payment will be made to the retired director's beneficiary in the event of the director's death before 120 payments are made.
+Added: Payment is made to the retired director's beneficiary in the event of the director's death before 120 payments are made.
Effective August 31, 2011, future accruals under the director retirement plan were frozen.
−Removed: Directors elected after that date are not eligible for benefits under that plan.
Retirement benefits are funded by a rabbi trust, with a balance of $7.2 million as of August 31, 2024.
−Removed: Directors serving as of September 1, 2005, and their eligible dependents, are eligible to participate in our medical, life, dental and vision plans.
−Removed: We will pay 100% of the medical premium for the director and the eligible director's dependents while the director is active on the Board.
−Removed: Term life insurance cost is paid by the director.
−Removed: Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by us after they leave the Board, until they are eligible
−Removed: for Medicare.
−Removed: In the event a director's coverage ends due to death or Medicare eligibility, we will pay 100% of the premium for the eligible spouse and eligible dependents until the spouse reaches Medicare age or upon death, if earlier.
−Removed: New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental and vision plans.
−Removed: We will pay 100% of the premium for the director and eligible dependents while the director is active on the Board.
−Removed: In the event a director leaves the Board prior to Medicare eligibility, premiums will be shared based on the following schedule:
−Removed: Years of Service Director CHS
−Removed: Up to 3 100% 0%
−Removed: 3 to 6 50% 50%
−Removed: In the event a director's coverage ends due to death or Medicare eligibility, premiums for the eligible spouse and eligible dependents will be shared based on the same schedule until the spouse reaches Medicare age or upon death, if earlier.
−Removed: Deferred Compensation Plan
+Added: Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans in fiscal 2024.
+Added: We paid 100% of the premium for each director and their eligible dependents while the director was actively serving on
+Added: Directors who departed the Board before September 1, 2024 and prior to Medicare eligibility were eligible to continue participation in our medical plan, along with their eligible dependents, with premiums paid up to 100% by CHS depending on the director's years of service to the Board.
+Added: Director Deferred Compensation Plan
Directors are eligible to participate in the Deferred Compensation Plan.
1 unchanged sentence
This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board.
−Removed: During fiscal year 2023, the following directors deferred Board fees pursuant to the Deferred Compensation Plan:
+Added: During fiscal 2024, the following directors deferred Board fees pursuant to the Deferred Compensation Plan:
Clemensen, Mr.
2 unchanged sentences
Meyer and Mr.
−Removed: Benefits are funded in a rabbi trust.
−Removed: The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.
−Removed: Each year we will credit an amount to each director's retirement plan account under the Deferred Compensation Plan.
−Removed: The fiscal year 2023 credit to each director's retirement plan account was based on the following ROIC performance goals for fiscal years 2021-2023:
−Removed: Amount Credited* ROIC Performance
−Removed: $100,000 (Superior performance) 7.5%
−Removed: $50,000 (Maximum) 6.5%
−Removed: $25,000 (Target, minimum contribution amount) 5.5%
−Removed: *The amount credited for the fiscal years 2021-2023 performance period was required to be mathematically interpolated when results occurred between the superior performance, maximum and target ROIC performance levels.
+Added: In addition to any voluntary director deferrals, the company may also credit a retirement contribution to each director's Deferred Compensation Plan.
+Added: The fiscal 2024 credit to each director's retirement plan account was based on the following ROIC performance goals for fiscal years 2022-2024:
+Added: Performance Level Amount Credited* CHS Three-Year ROIC Goal
+Added: Superior Maximum
+Added: $100,000 9.7%
+Added: *The amount credited for the fiscal 2022-2024 performance period was required to be mathematically interpolated when results occurred between the superior performance, maximum and target ROIC performance levels.
If results had been less than the target ROIC performance level, the amount credited would have been $25,000.
−Removed: Actual ROIC performance for the fiscal years 2021-2023 performance period was 13.1% and, accordingly, $100,000 was credited to each director's retirement plan account under the Deferred Compensation Plan, except $75,000 was credited for newly elected director Mr.
−Removed: Stroh and $8,333 was credited for former director Mr.
+Added: Actual ROIC performance for the fiscal 2022-2024 performance period was 13.9% and, accordingly, $100,000 was credited for fiscal 2024 to each director's retirement plan account under the Deferred Compensation Plan, except $66,667 was credited for newly elected director Mr.
+Added: Rossman and $8,333 was credited for former director Mr.
This amount is reflected in the Director Compensation table.
−Removed: Upon leaving our Board of Directors during the fiscal year, a director's credit for that partial fiscal year will be the target amount ($25,000) prorated through the end of the month in which the director departs.
−Removed: Directors who join our Board of Directors during the fiscal year receive credit for that partial fiscal year based on the actual ROIC for that fiscal year, prorated from the first of the month following the month in which the director joins our Board of Directors to the end of the fiscal year.
+Added: Upon leaving our Board of Directors during fiscal 2024, a director's credit for that partial fiscal year is the target amount ($25,000) prorated through the end of the month in which the director departs.
+Added: Directors who joined our Board of Directors during fiscal 2024 received credit for that partial fiscal year based on the actual ROIC performance for the performance period ending in fiscal 2024, prorated from the first of the month following the month in which the director joined our Board of Directors to the end of the fiscal year.
+Added: Benefits are funded in a rabbi trust.
+Added: The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.
2024 Director Compensation
−Removed: Name Fees Earned or
−Removed: Paid in Cash (1) Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) All Other
−Removed: Compensation (3) Total
+Added: Name Fees Earned or Paid in Cash (1) Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) All Other Compensation (3) Total
David Beckman $125,275 $— $120,220 $245,495
11 unchanged sentences
Perry Meyer 36,733 — 15,129 51,862
−Removed: Steve Riegel 31,167 1,405 24,339 56,911
+Added: Anthony Rossman 93,975 — 86,725 180,700
Daniel Schurr 149,900 17,699 122,721 290,320
19 unchanged sentences
Kayser, $2,473;
−Removed: Riegel, $(12,165);
Schurr, $17,699.
−Removed: Negative values are not reflected in the sum reported in this column.
Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate on applicable funds as determined by the IRS.
−Removed: The following directors had above-market earnings during fiscal 2023:
−Removed: Beckman, $51;
−Removed: Blew, $4,695;
−Removed: Clemensen, $376;
−Removed: Cordes, $5,041;
−Removed: Erickson, $308;
−Removed: Farrell, $1,464;
−Removed: Holm, $1,849;
−Removed: Johnsrud, $1,168;
−Removed: Kayser, $4,318;
−Removed: Meyer, $1,260;
−Removed: Riegel, $1,405;
−Removed: Schurr, $1,328;
−Removed: Throener, $19;
−Removed: Wagner, $373.
+Added: No directors had above-market earnings during fiscal 2024.
(3) All other compensation includes health insurance premiums, travel accident insurance and related companion travel expenses for trips made with a director on CHS business.
1 unchanged sentence
The health insurance premiums paid were less than $25,000 for each director, other than Mr.
−Removed: Schurr and Mr.
−Removed: Throener, for whom we paid health insurance premiums of $27,800;
−Removed: Kehl, for whom we paid health insurance premiums of $26,248.
+Added: Stroh and Mr.
+Added: Throener, for whom we paid health insurance premiums of $29,260, $26,148, $29,260, $27,476, $29,260 and $29,260, respectively.
All other compensation also includes fiscal 2024 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director, except for newly elected director Mr.
−Removed: Stroh, $75,000;
+Added: Rossman, $66,667;
and for former director, Mr.
−Removed: Riegel, $8,333.
+Added: Meyer, $8,333.
Compensation Committee Interlocks and Insider Participation
2 unchanged sentences
During fiscal 2024, the members of the Executive Committee were Messrs.
−Removed: Schurr (chair), Cordes (first vice chair), Blew, Holm and Kehl, and the members of the Governance Committee were Mr.
+Added: Schurr (chair), Blew (first vice chair), Cordes (second vice chair), Holm and Kehl, and the members of the Governance Committee were Mr.
Jones (chair), Mr.
1 unchanged sentence
Blew, Cordes, Farrell and Kayser.
−Removed: During fiscal 2022, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors.
+Added: During fiscal 2024, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity
+Added: that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors.
None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2024 are, or have been, officers or employees of CHS, other than Mr.
1 unchanged sentence
See Item 13, Certain Relationships and Related Transactions, and Director Independence , of this Annual Report on Form 10-K for directors, including Messrs.
−Removed: Cordes, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl, Throener and Schurr who were a party to related-person transactions.
+Added: Cordes, Clemensen, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl, Rossman, Throener and Schurr who were a party to related-person transactions.
Compensation Committee Report
−Removed: The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, each of the Executive Committee and the Governance Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
+Added: The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, the Executive Committee and the Governance Committee each recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Respectfully submitted,
24 unchanged sentences
Russell Kehl — * — *
−Removed: Perry Meyer (3)
−Removed: 120 * 6,000 *
+Added: Anthony Rossman — * — *
Daniel Schurr — * — *
29 unchanged sentences
Perry Meyer 588,041 2,334
+Added: Anthony Rossman 1,746,701 23,521
Kevin Throener 2,150,121 17,369
−Removed: Additionally, Clemensen Farms, Inc., which is owned by our director Hal Clemensen, entered into a crop input loan with CHS Capital in November 2022 ("Clemensen Loan").
−Removed: The Clemensen Loan has an interest rate of 0% per annum, and it matures in February 2024.
−Removed: The largest aggregate amount of principal outstanding under the Clemensen Loan during the year ended August 31, 2023, and the balance on August 31, 2023, was $232,466.
−Removed: In addition, Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into two 2023 crop inputs loans with CHS Capital for the purchase of crop inputs, seeds, supplies and fuel in February 2023 ("Kehl Loans").
−Removed: The Kehl Loans accrue interest at the rates of 11.4% and 2.5% per annum, payable upon maturity in February 2024.
+Added: Clemensen Farms, Inc., which is owned by our director Hal Clemensen, entered into two crop input loans with CHS Capital in November 2022 ("2022 Clemensen Loans") and one crop input loan in November 2023 ("2023 Clemensen Loan").
+Added: The 2022 Clemensen Loans have an interest rate of 0% per annum, and mature in February 2025.
+Added: The 2023 Clemensen Loan has an interest rate of 0% per annum and matures in February 2025.
+Added: The largest aggregate amount of principal outstanding under the 2022 Clemensen Loans during the year ended August 31, 2024, was $148,902, and the balance on August 31, 2024, was $109,147.
+Added: The largest aggregate amount of principal outstanding under the 2023 Clemensen Loan during the year ended August 31, 2024, and the balance outstanding on August 31, 2024, was $57,256.
+Added: During the year ended August 31, 2024, no principal or interest was paid on the 2022 Clemensen Loans or the 2023 Clemensen Loan.
+Added: Jones Farm Partnership, which is owned by our director Tracy Jones, entered into three 2024 crop inputs loans with CHS Capital in January 2024 ("Jones Loans").
+Added: The Jones Loans accrue interest at the rates of 5.0%, 1.9% and 0% per annum, payable upon maturity in January 2025.
+Added: The largest aggregate amount of principal outstanding under the Jones Loans during the year ended August 31, 2024, and the balance on August 31, 2024 was $804,852.
+Added: During the year ended August 31, 2024, no principal or interest was paid on the Jones Loans.
+Added: Our director David Kayser entered into a crop input loan with CHS Capital in December 2021 with a maturity date of January 2025 ("Kayser Loan").
+Added: The Kayser Loan accrues interest at the rate of 1.9% per annum, payable upon maturity.
+Added: The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2024 and the balance on August 31, 2024, was $140,000.
+Added: During the year ended August 31, 2024, no principal or interest was paid on the Kayser Loan.
+Added: Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into three 2024 crop inputs loans with CHS Capital in April 2024 with a maturity date of March 2025 ("Kehl Loans").
+Added: The Kehl Loans accrue interest at the rates of 11.4%, 5.0% and 1.9% per annum.
+Added: During the year ended August 31, 2024, $1,425 in interest was paid on the Kehl Loans.
The largest aggregate amount of principal outstanding under the Kehl Loans during the year ended August 31, 2024, and the balance on August 31, 2024, was $6,848,732.
−Removed: During the year ended August 31, 2023, no principal or interest was paid on the Kehl Loans.
−Removed: Also, in December 2021, our director Kevin Throener entered into a crop inputs loan with CHS Capital with a maturity date in December 2023 ("Throener Loan").
+Added: In December 2021, our director Kevin Throener entered into two crop inputs loans with CHS Capital with a maturity date in December 2024 ("Throener Loans").
+Added: The Throener Loans accrue interest at the rates of 1.9% per annum.
The largest aggregate amount of principal outstanding under the Throener Loan during the year ended August 31, 2024, and the balance on August 31, 2024, was $250,000.
−Removed: During the year ended August 31, 2023, $514 in interest was paid on the Throener Loan.
+Added: During the year ended August 31, 2024, no principal or interest was paid on the Throener Loans.
The terms of these financing arrangements were provided pursuant to financing programs widely available to our qualified customers.
−Removed: In addition, our wholly-owned subsidiary, CHS Hedging, LLC, is a clearing broker, and from time to time our directors and their affiliates may place orders and clear trades with CHS Hedging in the ordinary course of business.
+Added: Our wholly-owned subsidiary, CHS Hedging, LLC, is a clearing broker, and from time to time our directors and their affiliates may place orders and clear trades with CHS Hedging in the ordinary course of business.
CHS Hedging handles such trades on substantially the same terms and conditions as other similarly situated individuals who are not directors.
1 unchanged sentence
Pursuant to its amended and restated charter, our Audit Committee has responsibility for review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms.
−Removed: Related persons can include any of our directors or executive officers and any of their immediate family members, as defined by the SEC.
+Added: Related persons include any of our directors or executive officers and any of their immediate family members, as defined by the SEC.
In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of the Audit Committee.
9 unchanged sentences
The terms of directors are staggered and no more than seven director positions are elected at an annual meeting of members.
−Removed: Nominations for director elections are made by the voting members at each region caucus held during our annual meeting of members.
+Added: Nominations for director elections are made by the voting members at each regional caucus held during our annual meeting of members.
Neither the Board of Directors nor management of CHS participates in the nomination process.
6 unchanged sentences
Jon Erickson Russell Kehl Cortney Wagner
−Removed: Mark Farrell Perry Meyer
+Added: Mark Farrell Anthony Rossman
Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to The Nasdaq rules from The Nasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee.
130 unchanged sentences
3 to Employment Agreement, dated as of November 1, 2022, between CHS Inc.
−Removed: Debertin (Incorporated by reference to our F orm 10-K for the year ended August 31, 2022, filed November 2, 2022) .
+Added: Debertin (Incorporated by reference to our Form 10-K for the year ended August 31, 2022, filed November 2, 2022).
10.1D Amendment No.
4 to Employment Agreement, dated as of November 7, 2023, between CHS Inc.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2023, filed November 8, 2023).
10.2 CHS Inc.
Supplemental Executive Retirement Plan (2024 Restatement).
−Removed: (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2023, filed April 5, 2023).
10.3 CHS Inc.
−Removed: FY24 Annual Variable Pay Plan Master Plan Document (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2023, filed July 13, 2023).
+Added: FY25 Annual Variable Pay Plan Master Plan Document.
10.4 CHS Inc.
Executive Long-Term Incentive Plan Document (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 202 4 , filed July 1 0 , 202 4 ).
−Removed: 10.4A CHS Inc.
−Removed: Long-Term Incentive Plan Document.
10.5 CHS Inc.
39 unchanged sentences
Deferred Compensation Plan Master Plan Document (2024 Restatement).
−Removed: (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2023, filed April 5, 2023).
10.9 Beneficiary Designation Form for the CHS Inc.
81 unchanged sentences
(Incorporated by reference to our Current Report on Form 8-K, filed April 25, 2023).
+Added: 10.20E Fifth Amendment, dated as of October 29, 2024, to that certain Credit Agreement (5-Year Term Revolver Loan) (previously referred to as the 2015 Credit Agreement (10-Year Term Loan)), dated as of September 4, 2015, as amended.
+Added: (Incorporated by reference to our Current Report on Form 8-K, filed October 31, 2024).
10.21 Note Purchase Agreement, dated as of January 14, 2016, among CHS Inc.
7 unchanged sentences
(Incorporated by reference to our Current Report on Form 8-K, filed January 25, 2023).
+Added: 10.24 Note Purchase Agreement, dated April 18, 2024, among CHS Inc.
+Added: and each of the Purchasers signatory thereto.
+Added: (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2024, filed July 10, 2024).
10.25 Sale and Contribution Agreement, dated as of July 22, 2016, by and among CHS Inc., CHS Capital, LLC and Cofina Funding, LLC.
51 unchanged sentences
10.26E Thirteenth Amendment and Restated Receivables Purchase Agreement, dated as of August 29, 2023, by and among Cofina Funding, LLC, as seller, CHS Inc., as servicer.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2023, filed November 8, 2023).
+Added: 10.26F Fourteenth Amendment and Restated Receivables Purchase Agreement, dated as of August 28, 2024, by and among Cofina Funding, LLC, as seller, CHS Inc., as servicer.
10.27 Performance Guaranty, dated as of July 22, 2016, executed by CHS Inc.
29 unchanged sentences
(Incorporated by reference to our Form 10-Q for the quarterly report ended May 31, 2023, filed July 13, 2023).
+Added: 10.29A Amendment No.
+Added: 1 to Master Framework Agreement, dated as of July 8, 2024 (the "Framework Agreement"), by and among Coöperatieve Rabobank, U.A., New York Branch, a Dutch coöperatieve acting through its New York Branch, as buyer, CHS Inc.
+Added: and CHS Capital, LLC, as sellers, and CHS Inc., as agent for the sellers.
+Added: (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2024, filed July 10, 2024).
+Added: 10.29B Amendment No.
+Added: 2 to Master Framework Agreement, dated as of August 28, 2024 (the "Framework Agreement"), by and among Coöperatieve Rabobank, U.A., New York Branch, a Dutch coöperatieve acting through its New York Branch, as buyer, CHS Inc.
+Added: and CHS Capital, LLC, as sellers, and CHS Inc., as agent for the sellers.
10.30 1996 SIFMA Master Repurchase Agreement, dated as of September 4, 2018, between CHS Inc.
19 unchanged sentences
19.1 Insider Trading Policy.
+Added: (Incorporated by reference to our Form 10-K for the year ended August 31, 2023, filed November 8, 2023).
21.1 Subsidiaries of the Registrant.
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 CHS Inc.
+Added: Incentive Compensation Recovery Policy.
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
28 unchanged sentences
David Johnsrud
+Added: Anthony Rossman
Kevin Throener
25 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Valuation of Grain Inventories and Grain Forward Commodity Purchase and Sales Contracts
+Added: Valuation of Grain and Oilseed Inventories and Grain and Oilseed Forward Commodity Purchase and Sales Contracts
As described in Notes 4, 15, and 16 to the consolidated financial statements, the Company's grain and oilseed inventories were $888.8 million as of August 31, 2024, and commodity derivatives in an asset and liability position were $165.7 million and $221.8 million, respectively, as of August 31, 2024, of which grain and oilseed make up the majority of forward commodity purchase and sales contracts.
Management enters into various derivative instruments to manage the Company's exposure to movements primarily associated with agricultural and energy commodity prices.
−Removed: The net realizable value of grain inventories and fair value of grain forward commodity purchase and sales contracts are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments.
+Added: The net realizable value of grain and oilseed inventories and fair value of grain and oilseed forward commodity purchase and sales contracts are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments.
Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either listed or over-the-counter markets.
−Removed: The principal considerations for our determination that performing procedures relating to the valuation of grain inventories and grain forward commodity purchase and sales contracts is a critical audit matter are (i) the significant judgment by management to determine the net realizable value of grain inventories and the fair value of grain forward commodity purchase and sales contracts and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's inputs related to exchange traded prices and/or recent market bids and offers, including location-specific adjustments.
+Added: The principal considerations for our determination that performing procedures relating to the valuation of grain and oilseed inventories and grain and oilseed forward commodity purchase and sales contracts is a critical audit matter are (i) the significant judgment by management to determine the net realizable value of grain and oilseed inventories and the fair value of grain and oilseed forward commodity purchase and sales contracts and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's inputs related to exchange traded prices and/or recent market bids and offers, including location-specific adjustments.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included, among others, (i) testing management's process for determining the net realizable value of grain inventories and the fair value of grain forward commodity purchase and sales contracts;
+Added: These procedures included, among others, (i) testing management's process for determining the net realizable value of grain and oilseed inventories and the fair value of grain and oilseed forward commodity purchase and sales contracts;
(ii) evaluating the appropriateness of the valuation models;
55 unchanged sentences
Income before income taxes 1,097,787 2,007,779 1,810,017
−Removed: Income tax expense (benefit) 107,655 132,116 ( 38,249 )
+Added: Income tax (benefit) expense ( 4,872 ) 107,655 132,116
Net income 1,102,659 1,900,124 1,677,901
−Removed: Net loss attributable to noncontrolling interests ( 314 ) ( 861 ) ( 383 )
+Added: Net income (loss) attributable to noncontrolling interests 340 ( 314 ) ( 861 )
Net income attributable to CHS Inc.
14 unchanged sentences
( 8,844 ) 2,036 ( 15,708 )
−Removed: Other comprehensive (loss) income, net of tax ( 10,060 ) ( 38,944 ) 17,533
+Added: Other comprehensive loss, net of tax ( 31,147 ) ( 10,060 ) ( 38,944 )
Comprehensive income 1,071,512 1,890,064 1,638,957
−Removed: Comprehensive loss attributable to noncontrolling interests ( 314 ) ( 861 ) ( 383 )
+Added: Comprehensive income (loss) attributable to noncontrolling interests 340 ( 314 ) ( 861 )
Comprehensive income attributable to CHS Inc.
6 unchanged sentences
Comprehensive
−Removed: Income (Loss)
Certificates Nonpatronage
5 unchanged sentences
Balances, August 31, 2021
+Added: $ 3,583,911 $ 28,431 $ 1,634,896 $ 2,264,038 $ ( 216,391 ) $ 1,713,976 $ 8,465 $ 9,017,326
Reversal of prior year patronage and redemption estimates 100,000 — ( 230,290 ) — — 280,290 — 150,000
Distribution of 2021 patronage refunds
+Added: — — 235,576 — — ( 286,602 ) — ( 51,026 )
Redemptions of equities ( 101,420 ) ( 501 ) ( 9,897 ) — — — — ( 111,818 )
2 unchanged sentences
Net income (loss) — — — — — 1,678,762 ( 861 ) 1,677,901
−Removed: Other comprehensive income, net of tax — — — — 17,533 — — 17,533
+Added: Other comprehensive loss, net of tax — — — — ( 38,944 ) — — ( 38,944 )
Estimated 2022 patronage refunds
+Added: 508,803 — 153,858 — — ( 1,162,661 ) — ( 500,000 )
Estimated 2022 equity redemptions
+Added: ( 500,000 ) — — — — — — ( 500,000 )
Balances, August 31, 2022
+Added: 3,587,131 27,933 1,776,172 2,264,038 ( 255,335 ) 2,055,682 5,645 9,461,266
Reversal of prior year patronage and redemption estimates ( 8,803 ) — ( 153,858 ) — — 1,162,661 — 1,000,000
Distribution of 2022 patronage refunds
+Added: 516,415 — 154,548 — — ( 1,174,020 ) — ( 503,057 )
Redemptions of equities ( 482,662 ) ( 331 ) ( 12,797 ) — — — — ( 495,790 )
4 unchanged sentences
Estimated 2023 patronage refunds
+Added: 706,125 — 169,159 — — ( 1,240,284 ) — ( 365,000 )
Estimated 2023 equity redemptions
+Added: ( 365,000 ) — — — — — — ( 365,000 )
Balances, August 31, 2023
+Added: 3,951,385 27,558 1,932,706 2,264,038 ( 265,395 ) 2,537,486 4,611 10,452,389
Reversal of prior year patronage and redemption estimates ( 341,125 ) — ( 169,159 ) — — 1,240,284 — 730,000
Distribution of 2023 patronage refunds
+Added: 708,106 — 169,232 — — ( 1,243,350 ) — ( 366,012 )
Redemptions of equities ( 342,298 ) ( 288 ) ( 13,339 ) — — — — ( 355,925 )
1 unchanged sentence
Other, net 13 ( 9 ) ( 106 ) — — ( 2,852 ) 1,582 ( 1,372 )
−Removed: Net income (loss) — — — — — 1,900,438 ( 314 ) 1,900,124
+Added: Net income — — — — — 1,102,319 340 1,102,659
Other comprehensive loss, net of tax — — — — ( 31,147 ) — — ( 31,147 )
Estimated 2024 patronage refunds
+Added: 77,262 — 282,431 — — ( 659,693 ) — ( 300,000 )
Estimated 2024 equity redemptions
+Added: ( 300,000 ) — — — — — — ( 300,000 )
Balances, August 31, 2024
+Added: $ 3,753,343 $ 27,261 $ 2,201,765 $ 2,264,038 $ ( 296,542 ) $ 2,805,526 $ 6,533 $ 10,761,924
The accompanying notes are an integral part of the consolidated financial statements.
11 unchanged sentences
Gain/recovery on sale of business — 300 ( 13,083 )
−Removed: LIFO liquidations — — ( 35,258 )
Deferred taxes ( 109,846 ) ( 6,429 ) 39,548
11 unchanged sentences
Proceeds from sale of business — 64 73,152
+Added: Purchases of investments ( 500,179 ) — —
Changes in CHS Capital notes receivable, net ( 100,184 ) ( 203,843 ) ( 161,340 )
−Removed: Financing extended to customers ( 137,091 ) ( 83,514 ) ( 1,926 )
−Removed: Payments from customer financing 148,690 94,388 6,892
Other investing activities, net ( 15,533 ) 5,878 ( 4,002 )
9 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents 2,236 2,590 ( 14,756 )
−Removed: Increase in cash and cash equivalents and restricted cash 941,113 360,990 325,491
+Added: (Decrease) increase in cash and cash equivalents and restricted cash ( 970,725 ) 941,113 360,990
Cash and cash equivalents and restricted cash at beginning of period 1,844,587 903,474 542,484
2 unchanged sentences
Cash paid for interest $ 100,542 $ 139,424 $ 113,726
−Removed: Cash paid (received) for income taxes, net of refunds 184,444 19,712 ( 8,842 )
+Added: Cash paid for income taxes, net of refunds 129,065 184,444 19,712
Other significant noncash investing and financing transactions:
40 unchanged sentences
Recent Accounting Pronouncements
−Removed: No recent accounting pronouncements are expected to have a material impact on our consolidated financial statements.
+Added: In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures , which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements.
+Added: This ASU is effective on a retrospective basis for our annual reporting beginning in fiscal 2025 and for interim period reporting beginning in fiscal 2026.
+Added: We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures , which provides additional transparency for income tax disclosures.
+Added: This ASU is effective for our annual reporting for fiscal 2026 on a prospective basis.
+Added: We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220):
+Added: Expense Disaggregation Disclosures , which requires additional disclosure about certain costs and expenses in the notes to financial statements.
+Added: This ASU is effective for our annual reporting for fiscal 2028 on either a prospective or retrospective basis and for interim reporting periods beginning in fiscal 2029.
+Added: We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.
Note 2 Revenues
15 unchanged sentences
Shipping and Handling Costs
−Removed: Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold.
+Added: Shipping and handling amounts billed to a customer as part of a sales transaction under ASC Topic 606 are included in revenues, and the related costs are included in cost of goods sold.
Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation.
56 unchanged sentences
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.
−Removed: These loans are primarily originated in the states of Minnesota, Montana and North Dakota.
+Added: These loans are primarily originated in the states of Minnesota and North Dakota.
CHS Capital also has loans receivable from producer borrowers that are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are primarily originated in the same states as the commercial notes, as well as South Dakota.
15 unchanged sentences
Past due status is based on contractual terms of the loan.
−Removed: Producer loans receivable are placed in nonaccrual status based on estimates and analysis due to the annual debt service terms inherent to CHS Capital's producer loans.
+Added: Producer loans receivable are placed in nonaccrual status based on estimates and analysis due to the annual debt service terms inherent to CHS Capital producer loans.
In all cases, loans are placed in nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.
18 unchanged sentences
For rebates that meet the definition of a binding arrangement and are both probable and estimable, we estimate the amount of the rebate we will receive and accrue it as a reduction of the cost of inventory and cost of goods sold over the period in which the rebate is earned.
−Removed: For pre-crop financing arrangements we do not bear costs or operational risks associated with the related growing crops, although our ability to be paid depends on the crops actually being produced.
+Added: For pre-crop financing arrangements, we do not bear costs or operational risks associated with the related growing crops, although our ability to be paid depends on the crops being produced.
The financing is collateralized by future crops, land and physical assets of the farmers, carries a local market interest rate and settles when the farmer's crop is harvested and sold.
25 unchanged sentences
(Dollars in thousands)
+Added: Short-term investments $ 500,921 $ —
Derivative assets (Note 15) 177,111 320,119
5 unchanged sentences
Total other current assets $ 1,296,586 $ 1,042,373
+Added: Short-Term Investments
+Added: Our short-term investments balance is comprised of time deposits with a maturity of greater than 90 days and less than 12 months at the date of acquisition.
Margin and Related Deposits
22 unchanged sentences
We have elected to use the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in orderly transactions.
−Removed: Our share in the income or loss of these equity method investments is recorded within equity income from investments in the Consolidated Statements of Operations.
+Added: Our share in the income or loss of our equity method investments is recorded within equity income from investments in the Consolidated Statements of Operations.
Other investments consist primarily of investments in cooperatives without readily determinable fair values and are generally recorded at cost, unless an impairment or other observable market price change occurs requiring an adjustment.
6 unchanged sentences
Our purchases under the supply agreement are based on prevailing market prices and we receive semiannual cash distributions (in January and July of each year) from CF Nitrogen via our membership interest.
−Removed: These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to zero over 80 years on a straight-line basis.
+Added: These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to
+Added: zero over 80 years on a straight-line basis.
We account for this investment using the hypothetical liquidation at book value method, recognizing our share of the earnings and losses of CF Nitrogen as equity income from investments in our Nitrogen Production segment based on our contractual claims on the entity's net assets pursuant to the liquidation provisions of the CF Nitrogen Limited Liability Company Agreement, adjusted for the semiannual cash distributions.
78 unchanged sentences
Goodwill is assessed for impairment at the reporting unit level, which has been determined to be our operating segments or one level below our operating segments in certain instances.
−Removed: There were no changes in the net carrying amount of goodwill for the year ended August 31, 2023.
−Removed: Changes in the net carrying amount of goodwill for the year ended August 31, 2022, by segment, are as follows:
−Removed: Energy Ag Corporate
−Removed: and Other Total
−Removed: (Dollars in thousands)
−Removed: Balances, August 31, 2021 $ 552 $ 160,475 $ 10,574 $ 171,601
−Removed: Goodwill acquired during the period 8,906 — — 8,906
−Removed: Goodwill disposed of during the period — ( 531 ) — ( 531 )
−Removed: Balances, August 31, 2022 $ 9,458 $ 159,944 $ 10,574 $ 179,976
+Added: There were no changes in the net carrying amount of goodwill during fiscal 2024 or fiscal 2023.
No goodwill has been allocated to our Nitrogen Production segment, which consists of a single investment accounted for under the equity method of accounting, and allocated expenses.
44 unchanged sentences
Total notes payable $ 306,831 $ 547,923
−Removed: On April 21, 2023, we amended and restated our primary line of credit, which is a five -year unsecured revolving credit facility with a syndicate of domestic and international banks.
+Added: Our primary line of credit is a five -year unsecured revolving credit facility with a syndicate of domestic and international banks.
The credit facility provides a committed amount of $ 2.8 billion that expires on April 21, 2028.
1 unchanged sentence
We also maintain certain uncommitted bilateral facilities to support our working capital needs.
−Removed: In addition to our facilities referenced above, our wholly-owned subsidiaries, CHS Europe S.a.r.l.
−Removed: and CHS Agronegocio Industria e Comercio Ltda have lines of credit with $ 185.9 million outstanding as of August 31, 2023, and our other international subsidiaries have lines of credit with $ 188.5 million outstanding as of August 31, 2023.
+Added: In addition to our facilities referenced above, our international subsidiaries have lines of credit with $ 162.7 million outstanding as of August 31, 2024.
CHS Capital Notes Payable
6 unchanged sentences
As of August 31, 2024, total availability under the Securitization Facility was $ 778.4 million, of which no amount was utilized.
−Removed: On July 11, 2023, we amended the Securitization Facility and entered into a repurchase facility ("Repurchase Facility"), under which we can obtain repurchase agreement financing up to $ 200.0 million for certain eligible receivables and notes receivables of the Originators.
−Removed: The amendments to the Securitization Facility were designed to remove from the securitization certain receivables and notes receivables to permit them to be sold under the Repurchase Facility.
−Removed: On August 29, 2023 the Securitization Facility was further amended to extend the term of the agreement and update pricing.
−Removed: No balance was outstanding under this Repurchase Facility as of August 31, 2023.
+Added: We also have a repurchase facility ("Repurchase Facility").
+Added: Under the Repurchase Facility, we can obtain repurchase agreement financing up to $ 200.0 million for certain eligible receivables and notes receivables of the Originators.
+Added: No balance was outstanding under the Repurchase Facility as of August 31, 2024.
+Added: On August 28, 2024, we amended both the Securitization and Repurchase Facilities to extend the terms of the facilities to August 27, 2025.
CHS Capital sells loan commitments it has originated to Compeer Financial, PCA, d/b/a ProPartners Financial on a recourse basis.
5 unchanged sentences
Long-Term Debt
−Removed: During the year ended August 31, 2023, we repaid approximately $ 283.0 million of long-term debt.
−Removed: On January 24, 2023, we entered into a Note Purchase Agreement to borrow $ 150.0 million of long-term debt in the form of a note.
+Added: During the year ended August 31, 2024, we repaid approximately $ 366.1 million of long-term debt consisting of scheduled debt maturities and optional prepayments.
+Added: On April 18, 2024, we entered into a Note Purchase Agreement to borrow $ 700.0 million of long-term debt in the form of notes;
+Added: the funding of these notes took place on July 16, 2024.
Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 2024 and 2023, are presented in the table below:
3 unchanged sentences
3.80 % unsecured notes $ 100 million face amount, due in fiscal 2025
−Removed: 3.85 % unsecured notes $ 80 million face amount, due in fiscal 2025
100,000 100,000
12 unchanged sentences
3.48 % unsecured notes $ 100 million face amount, due in fiscal 2031
−Removed: 3.48 % unsecured notes $ 100 million face amount, due in fiscal 2031
100,000 100,000
2 unchanged sentences
5.84 % unsecured notes $ 150 million face amount, due in fiscal 2032
+Added: 3.58 % unsecured notes $ 65 million face amount, due in fiscal 2033
65,000 65,000
2 unchanged sentences
5.93 % unsecured notes $ 150 million face amount, due in fiscal 2034
+Added: 3.73 % unsecured notes $ 115 million face amount, due in fiscal 2036
115,000 115,000
1 unchanged sentence
125,000 125,000
+Added: 6.05 % unsecured notes $ 150 million face amount, due in fiscal 2037
+Added: 6.13 % unsecured notes $ 250 million face amount, due in fiscal 2039
Private placement debt 2,113,000 1,413,000
10 unchanged sentences
As of August 31, 2024, the fair value of our long-term debt is estimated to be $ 2.1 billion based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement ).
+Added: On October 29, 2024, we amended our 10-year term loan facility (the “Facility”).
+Added: The amendment reduced the size of the Facility to $ 300.0 million, and converted it into a revolving loan, which can be paid down and readvanced in an amount up to the referenced $ 300.0 million until October 29, 2025.
+Added: On October 29, 2025, the total funded loan balance outstanding reverts to a nonrevolving term loan that is payable on October 29, 2029.
+Added: The Facility does have an option to extend the revolving period for an additional year at our choosing.
+Added: Any extension would not change the final payable date of October 29, 2029.
+Added: There was $ 1.0 million outstanding under this facility as of August 31, 2024.
Long-term debt outstanding as of August 31, 2024, has aggregate maturities, excluding fair value adjustments and finance leases (see Note 19, Leases , for a schedule of minimum future lease payments under finance leases), as follows:
(Dollars in thousands)
+Added: 2025 $ 330,620
Thereafter 1,455,000
27 unchanged sentences
Total $ ( 4,872 ) $ 107,655 $ 132,116
−Removed: Domestic income before income taxes was $ 2.0 billion, $ 1.8 billion and $ 497.5 million for the years ended August 31, 2023, 2022 and 2021, respectively.
+Added: Domestic income before income taxes was $ 1.0 billion, $ 2.0 billion and $ 1.8 billion for the years ended August 31, 2024, 2023 and 2022, respectively.
Foreign income (loss) before income taxes was $ 66.9 million, $ 55.4 million and ($ 4.9 ) million for the years ended August 31, 2024, 2023 and 2022, respectively.
8 unchanged sentences
Lease obligations 52,980 62,225
+Added: Capitalized research and development 69,556 17,941
Other 19,592 25,223
26 unchanged sentences
Valuation allowance ( 0.1 ) — 0.2
+Added: Tax credits ( 6.2 ) — —
Other ( 0.3 ) ( 0.3 ) 1.5
Effective tax rate ( 0.4 ) % 5.4 % 7.3 %
−Removed: Primary drivers of fiscal 2023 and 2022 income tax expense were increased nonpatronage earnings and other nondeductible items, which were partially offset by the current Domestic Production Activities Deduction ("DPAD") benefit.
−Removed: Primary drivers of the fiscal 2021 income tax benefit were retaining the current DPAD benefit and from tax planning associated with certain assets.
+Added: Primary drivers of fiscal 2024 income tax benefit were decreased nonpatronage earnings compared to fiscal 2023, recognition of research and development tax credits and the current Domestic Production Activities Deduction ("DPAD") benefit.
+Added: Primary drivers of the fiscal 2023 and 2022 income tax expense were increased nonpatronage earnings and other nondeductible items, which were partially offset by the current DPAD benefit.
We file income tax returns in the U.S.
1 unchanged sentence
Our uncertain tax positions are affected by the tax years that are under audit or remain subject to examination by the relevant taxing authorities.
−Removed: Fiscal years 2007 through 2019 remain subject to examination for certain issues.
+Added: Fiscal years 2017 and 2019 remain subject to examination for certain issues.
Reserves are recorded against unrecognized tax benefits when we believe certain fully supportable tax return positions are likely to be challenged and we may or may not prevail.
9 unchanged sentences
Reductions attributable to prior year tax positions ( 85,513 ) — —
+Added: Reductions attributable to statute expiration ( 9,821 ) — —
Balance at end of period $ 65,115 $ 125,853 $ 124,959
7 unchanged sentences
The cash portion of the qualified patronage distribution, if any, is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or nonqualified capital equity certificates.
−Removed: Total patronage distributions for fiscal 2023 are estimated to be $ 1.2 billion, with the qualified cash portion estimated to be $ 365.0 million, estimated qualified equity distributions of $ 706.1 million and estimated nonqualified equity distributions of $ 169.2 million.
+Added: Total patronage distributions for fiscal 2024 are estimated to be $ 659.7 million, with the qualified cash portion estimated to be $ 300.0 million, estimated qualified equity distributions of $ 77.3 million and estimated nonqualified equity distributions of $ 282.4 million.
The following table presents estimated patronage distributions for the year ending August 31, 2024, and actual patronage distributions for the years ended August 31, 2023, 2022 and 2021:
12 unchanged sentences
Preferred Stock
−Removed: The following is a summary of our outstanding preferred stock as of August 31, 2023, all shares of which are listed and traded on the Global Select Market of The Nasdaq:
+Added: The following is a summary of our outstanding preferred stock as of August 31, 2024, all shares of which are listed on the Global Select Market of The Nasdaq:
Nasdaq Symbol Issuance Date Shares Outstanding Redemption Value Net Proceeds (a) Dividend Rate
7 unchanged sentences
(a) Includes patron equities redeemed with preferred stock.
−Removed: (b) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10 % per year until March 31, 2024, and then at a rate equal to the three-month benchmark interest rate plus 4.298 %, not to exceed 8.00 % per annum, subsequent to March 31, 2024.
−Removed: (c) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of 6.75 % per year until September 30, 2024, and then at a rate equal to the three-month benchmark interest rate plus 4.155 %, not to exceed 8.00 % per annum, subsequent to September 30, 2024.
−Removed: (d) Preferred stock is redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $ 25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
+Added: (b) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulated dividends at a rate of 7.10 % per year until March 31, 2024, and subsequently fixed at a rate of 7.10 %, based on the terms of the contract and application of the Adjustable Rate (LIBOR) Act.
+Added: (c) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulated dividends at a rate of 6.75 % per year until September 30, 2024, and subsequently fixed at a rate of 6.75 %,based on the terms of the contract and application of the Adjustable Rate (LIBOR) Act.
+Added: (d) All series of preferred stock are redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $ 25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.
(e) The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003 through 2010.
10 unchanged sentences
(Dollars per share)
−Removed: 8% Cumulative Redeemable
−Removed: CHSCP $ 2.00 $ 2.00
−Removed: Class B Cumulative Redeemable, Series 1
−Removed: CHSCO 1.97 1.97
−Removed: Class B Reset Rate Cumulative Redeemable, Series 2
−Removed: CHSCN 1.78 1.78
−Removed: Class B Reset Rate Cumulative Redeemable, Series 3
−Removed: CHSCM 1.69 1.69
−Removed: Class B Cumulative Redeemable, Series 4
−Removed: CHSCL 1.88 1.88
+Added: 8% Cumulative Redeemable CHSCP $ 2.00 $ 2.00
+Added: Class B Cumulative Redeemable, Series 1 CHSCO 1.97 1.97
+Added: Class B Reset Rate Cumulative Redeemable, Series 2 CHSCN 1.78 1.78
+Added: Class B Reset Rate Cumulative Redeemable, Series 3 CHSCM 1.69 1.69
+Added: Class B Cumulative Redeemable, Series 4 CHSCL 1.88 1.88
Accumulated Other Comprehensive Loss
8 unchanged sentences
Total other comprehensive income (loss), before tax ( 29,923 ) 5,294 ( 15,809 ) ( 40,438 )
−Removed: 24,304 ( 8,053 ) 5,573 21,824
Tax effect 2,668 ( 1,275 ) 101 1,494
Other comprehensive income (loss), net of tax ( 27,255 ) 4,019 ( 15,708 ) ( 38,944 )
−Removed: 18,295 ( 6,062 ) 5,300 17,533
Balance as of August 31, 2022, net of tax
4 unchanged sentences
Total other comprehensive income (loss), before tax ( 13,503 ) ( 8,980 ) 1,829 ( 20,654 )
−Removed: ( 29,923 ) 5,294 ( 15,809 ) ( 40,438 )
Tax effect 8,218 2,169 207 10,594
Other comprehensive income (loss), net of tax ( 5,285 ) ( 6,811 ) 2,036 ( 10,060 )
−Removed: ( 27,255 ) 4,019 ( 15,708 ) ( 38,944 )
Balance as of August 31, 2023, net of tax
3 unchanged sentences
Amounts reclassified out 180 ( 15,287 ) 1,227 ( 13,880 )
−Removed: Total other comprehensive income (loss), before tax
−Removed: ( 13,503 ) ( 8,980 ) 1,829 ( 20,654 )
+Added: Total other comprehensive loss, before tax ( 29,265 ) ( 337 ) ( 9,022 ) ( 38,624 )
Tax effect 7,217 82 178 7,477
−Removed: Other comprehensive income (loss), net of tax
−Removed: ( 5,285 ) ( 6,811 ) 2,036 ( 10,060 )
+Added: Other comprehensive loss, net of tax ( 22,048 ) ( 255 ) ( 8,844 ) ( 31,147 )
Balance as of August 31, 2024, net of tax
23 unchanged sentences
Plan amendments 223 490 — — — —
−Removed: Settlements — — — ( 1,327 ) — —
Benefits paid ( 64,297 ) ( 82,857 ) ( 1,635 ) ( 1,140 ) ( 1,725 ) ( 1,792 )
76 unchanged sentences
Adjustments are made to the expected long-term rate of return assumption when deemed necessary, based upon revised expectations of future investment performance of the overall investment markets.
−Removed: For measurement purposes, a 7.5 % annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2023.
+Added: For measurement purposes, an 8.7 % annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2024.
The rate was assumed to decrease gradually to 4.5 % by 2034 and remain at that level thereafter.
50 unchanged sentences
Fixed income securities:
+Added: Other investments 25,143 86,315 — 111,458
Common/collective trust at net asset value (1)
7 unchanged sentences
Common/collective trusts.
−Removed: Common/collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc.
+Added: Common/collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds,
+Added: credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc.
Common/collective trust investments can be redeemed daily and without restriction.
4 unchanged sentences
Other investments.
−Removed: Other investments are comprised primarily of investments in various government agency obligations and U.S.
−Removed: Treasury securities which are valued using quoted market prices and classified within Level 1, as well as corporate, foreign government, and municipal issue fixed income marketable securities which are valued using institutional bond or broker quotes along with various other market and industry inputs and classified within Level 2.
+Added: Other investments are comprised primarily of investments in U.S.
+Added: Treasury securities which are valued using quoted market prices and classified within Level 1, as well as various government agency obligations and corporate, foreign government and municipal issue fixed income marketable securities which are valued using institutional bond or broker quotes along with various other market and industry inputs and classified within Level 2.
Partnership and joint venture interests.
2 unchanged sentences
Redemptions of these interests generally require a 45- to 60-day notice period.
−Removed: We are one of approximately 400 employers contributing to the Co-op Retirement Plan ("Co-op Plan"), which is a defined benefit plan constituting a multiple employer plan under the Internal Revenue Code of 1986, as amended, and a multiemployer plan under the accounting standards.
−Removed: The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:
−Removed: • Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;
−Removed: • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers;
−Removed: • If we choose to stop participating in the multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
−Removed: The withdrawal liability associated with the multiemployer plan was approximately $ 22.7 million as of August 31, 2023.
−Removed: Our participation in the Co-op Plan for the years ended August 31, 2023, 2022 and 2021, is outlined in the table below:
−Removed: Contributions of CHS
−Removed: (Dollars in thousands)
−Removed: Plan Name EIN/Plan Number 2023 2022 2021 Surcharge Imposed Expiration Date of Collective Bargaining Agreement
−Removed: Co-op Retirement Plan 01-0689331 / 001 $ 1,017 $ 955 $ 1,172 N/A N/A
−Removed: Our contributions for the years stated above did not represent more than 5 % of total contributions to the Co-op Plan as indicated in the Co-op Plan's most recently available annual report (Form 5500).
−Removed: Provisions of the Pension Protection Act of 2006 ("PPA") do not apply to the Co-op Plan because there is a special exemption for cooperative plans if the plan is maintained by more than one employer and at least 85 % of the employers are rural cooperatives or cooperative organizations owned by agricultural producers.
−Removed: In the Co-op Plan, a zone status determination is not required, and therefore not determined.
−Removed: In addition, the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employers.
−Removed: The most recent financial statements available in 2023 and 2022 are for the Co-op Plan's year-end at March 31, 2023 and 2022, respectively.
−Removed: In total, the Co-op Plan was at least 80 % funded on those dates based on the total plan assets and accumulated benefit obligations.
−Removed: Because the provisions of the PPA do not apply to the Co-op Plan, funding improvement plans and surcharges are not applicable.
−Removed: Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience.
−Removed: In addition to the contributions to the Co-op Plan listed above, total contributions to individually insignificant multiemployer pension plans were immaterial in fiscal 2023, 2022 and 2021.
+Added: During fiscal 2024 we ceased our participation in the Co-op Retirement Plan, which is a defined benefit plan constituting a multiple employer plan under the Internal Revenue Code of 1986, as amended, and a multiemployer plan under the accounting standards.
We have other contributory defined contribution plans covering substantially all employees.
7 unchanged sentences
Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products.
−Removed: Our Ag segment purchases and further processes or resells grain and oilseed originated by our country operations business, by our member cooperatives and by third parties;
+Added: Our Ag segment purchases and further processes or resells grain and oilseed originated by our ag retail (formerly referred to as country operations) business, by our member cooperatives and by third parties;
serves as a wholesaler and retailer of crop inputs;
and produces and markets ethanol.
−Removed: Our Nitrogen Production segment consists of our equity method investment in CF Nitrogen and allocated expenses.
+Added: Our Nitrogen Production segment consists of our equity method investment in CF Nitrogen that records earnings and allocated expenses but not revenues.
Our supply agreement with CF Nitrogen entitles us to purchase up to a specified quantity of granular urea and UAN annually from CF Nitrogen.
5 unchanged sentences
Our revenues and IBIT generally trend lower during the second fiscal quarter and increase in the third fiscal quarter.
−Removed: For example, in our Ag segment, our country operations business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively.
+Added: For example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively.
Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season.
7 unchanged sentences
We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations.
−Removed: In our Ag segment, this includes our 50 % interest in TEMCO, LLC ("TEMCO").
+Added: In our Ag segment, this includes our 50 % interest in TEMCO, LLC ("TEMCO") and our 50 % interest in Producer Ag, LLC ("Producer Ag").
In our Nitrogen Production segment, this consists of our approximate 8.4 % membership interest (based on product tons) in CF Nitrogen.
29 unchanged sentences
Interest expense 7,672 71,115 60,090 31,487 ( 32,922 ) 137,442
−Removed: Other (income) expense ( 3,474 ) ( 46,277 ) 11,487 9,559 4,945 ( 23,760 )
+Added: Other income ( 19,456 ) ( 88,061 ) — ( 37,536 ) 32,922 ( 112,131 )
Equity (income) losses from investments 7,833 ( 48,725 ) ( 394,678 ) ( 254,020 ) — ( 689,590 )
13 unchanged sentences
Interest expense 6,768 59,118 48,110 5,105 ( 4,945 ) 114,156
−Removed: Other income ( 2,819 ) ( 47,452 ) ( 2,489 ) ( 14,711 ) 7,912 ( 59,559 )
−Removed: Equity income from investments ( 3,473 ) ( 50,381 ) ( 198,439 ) ( 102,236 ) ( 354,529 )
−Removed: Income (loss) before income taxes $ ( 10,596 ) $ 298,096 $ 121,035 $ 106,785 $ — $ 515,320
+Added: Other (income) expense ( 3,474 ) ( 46,277 ) 11,487 9,559 4,945 ( 23,760 )
+Added: Equity (income) losses from investments 13,987 ( 82,357 ) ( 593,182 ) ( 109,775 ) — ( 771,327 )
+Added: Income before income taxes $ 616,551 $ 657,586 $ 477,985 $ 57,895 $ — $ 1,810,017
Capital expenditures $ 116,136 $ 203,851 $ — $ 34,457 $ — $ 354,444
114 unchanged sentences
agricultural products compared to the same products offered by alternative sources of world supply.
−Removed: The notional amount of our foreign exchange derivative contracts was $ 1.9 billion as of August 31, 2023 and 2022.
+Added: The notional amount of our foreign exchange derivative contracts was $ 1.5 billion and $ 1.9 billion as of August 31, 2024 and 2023.
Derivatives Designated as Cash Flow Hedging Strategies
Certain pay-fixed, receive-variable, cash-settled swaps are designated as cash flow hedges of future crude oil purchases in our Energy segment.
−Removed: We also designate certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined product sales.
+Added: We also designate certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined energy product sales.
These hedging instruments and the related hedged items are exposed to significant market price risk and potential volatility.
12 unchanged sentences
Commodity derivatives $ ( 605 ) $ ( 12,285 ) $ ( 2,071 )
−Removed: The following table presents the pretax (losses) gains relating to our existing cash flow hedges that were reclassified from accumulated other comprehensive loss into our Consolidated Statements of Operations for the years ended August 31, 2023, 2022 and 2021:
−Removed: (Loss) Gain 2023 2022 2021
+Added: The following table presents the pretax gains (losses) relating to our existing cash flow hedges that were reclassified from accumulated other comprehensive loss into our Consolidated Statements of Operations for the years ended August 31, 2024, 2023 and 2022:
+Added: Gain (Loss) 2024 2023 2022
(Dollars in thousands)
29 unchanged sentences
Segregated investments and marketable securities 15,069 136,258 — 151,327
+Added: Time deposits — 500,921 — 500,921
Other assets 83,008 — — 83,008
22 unchanged sentences
Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.
−Removed: Segregated investments and marketable securities and other assets.
−Removed: Our segregated investments and marketable securities and other assets are comprised primarily of investments in various government agencies, U.S.
−Removed: Treasury securities, money market funds and rabbi trust assets, which are valued using quoted market prices and classified within Level 1.
+Added: Segregated investments and marketable securities, time deposits and other assets.
+Added: Our segregated investments and marketable securities and other assets are comprised primarily of investments in U.S.
+Added: Treasury securities, money market funds, various government agencies, time deposits and rabbi trust assets.
+Added: Treasury securities and money market funds are valued using quoted market prices and classified within Level 1.
+Added: Investments in various government agency obligations, time deposits and rabbit trust assets are valued using quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and classified within Level 2.
Note 17 Commitments and Contingencies
22 unchanged sentences
Our long-term unconditional purchase obligations primarily relate to pipeline and grain handling take-or-pay and throughput agreements and are not recorded on our Consolidated Balance Sheets.
−Removed: As of August 31, 2023, minimum future payments required under long-term commitments that are noncancelable and that third parties have used to secure financing for facilities that will provide contracted goods, are as follows:
+Added: As of August 31, 2024, minimum future payments required under long-term commitments that are noncancelable and that third
+Added: parties have used to secure financing for facilities that will provide contracted goods, are as follows:
Payments Due by Period
4 unchanged sentences
Note 18 Related Party Transactions
−Removed: We purchase and sell grain and other agricultural commodity products from certain equity investees , primarily CF Nitrogen, Ventura Foods, Ardent Mills and TEMCO.
+Added: We purchase and sell grain and other agricultural commodity products from certain equity investees , primarily CF Nitrogen, Ventura Foods, Ardent Mills, TEMCO and Producer Ag.
Sales to and purchases from related parties for the years ended August 31, 2024, 2023 and 2022, are as follows:
85 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.