10-K/A: CHS Inc. Files Amendment to 10-K to Include CF Industries Nitrogen Financial Statements
Form 10-K/A Amendment
CHS Inc. has filed an amendment to its annual report on Form 10-K to include the consolidated financial statements of its equity investee, CF Industries Nitrogen, LLC.
Summary
- CHS Inc. filed an amendment to its Annual Report on Form 10-K for the year ended August 31, 2024.
- The amendment includes the consolidated financial statements of CF Industries Nitrogen, LLC (CF Nitrogen) as of December 31, 2024 and 2023, and for the three years ended December 31, 2024.
- The filing is pursuant to Rule 3-09 of SEC Regulation S-X.
- The amendment does not modify or update the consolidated financial position, results of operations, or cash flows of CHS.
- It also does not reflect events occurring after the filing of the Original Form 10-K.
- CF Nitrogen's net sales were $3.462 billion in 2024, $4.121 billion in 2023 and $6.882 billion in 2022.
- CF Nitrogen's net earnings were $1.092 billion in 2024, $1.523 billion in 2023 and $3.401 billion in 2022.
Sentiment
Score: 7
Explanation: The document is primarily factual and related to financial reporting. The sentiment is neutral to slightly positive due to the inclusion of financial statements from a profitable entity.
Positives
- The inclusion of CF Nitrogen's financial statements provides more transparency into CHS Inc.'s equity investment.
- CF Nitrogen generated significant net earnings over the past three years, contributing to CHS's overall financial performance.
Future Outlook
The CFE Supply Agreement was extended through December 31, 2025.
Industry Context
The fertilizer industry is subject to cyclical trends and is influenced by factors such as weather patterns, crop prices, and global demand.
Comparison to Industry Standards
- CF Industries is a major player in the nitrogen fertilizer market, competing with companies such as Nutrien, Yara International, and Mosaic.
- The financial performance of CF Industries Nitrogen, LLC can be compared to that of other nitrogen fertilizer producers to assess its relative efficiency and profitability.
Related Party Transactions
- CHS and CF Industries Nitrogen, LLC have a supply agreement in place.
- CF Industries Nitrogen, LLC has intercompany service agreements with CF Affiliates.
- CF Industries Nitrogen, LLC is party to the CF Revolving Note and the CFUSA Revolving Note.
Stakeholder Impact
- The financial performance of CF Industries Nitrogen, LLC impacts CHS Inc.'s financial results and therefore its stakeholders, including its member cooperatives and preferred stockholders.
Key Dates
| Date | Description |
|---|---|
| December 18, 2015 | CFS and CHS Inc. entered into the Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC |
| December 18, 2015 | CHS and CFS entered into supply agreements with CF Industries Nitrogen, LLC to purchase granular urea and UAN 32% solution |
| February 1, 2016 | CHS made its capital contribution of $2.8 billion in exchange for membership interests in CFN |
| February 1, 2016 | CFS contributed production facilities to CFN, which was recorded as a capital contribution and for which CFS was issued membership interests |
| February 1, 2016 | The CHS and CFS Supply Agreements became effective |
| February 1, 2016 | CF Industries Nitrogen, LLC entered into a supply agreement with CFE |
| February 1, 2016 | CF Industries Nitrogen, LLC became party to the CF Revolving Note |
| August 1, 2018 | CF Industries Nitrogen, LLC became party to a Revolving Credit Note Agreement with CFUSA |
| March 30, 2018 | CFS contributed its membership interests to CFUSA |
| April 3, 2018 | The contribution of Terra Nitrogen Company, L.P. and TNLP into CFN |
| June 28, 2023 | CF Industries Nitrogen, LLC entered into an amendment to the CF Revolving Note |
| December 12, 2024 | The CFE Supply Agreement's term was extended through December 31, 2025 |
| January 31, 2025 | The CFN Board of Managers approved distribution payments to CHS and CFUSA of $129 million and $499 million, respectively |
| January 31, 2025 | CHS and CFUSA distribution payments were made |
| February 21, 2025 | Date that the financial statements were issued |
| March 3, 2025 | Date of report |
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