CHS at 75:
Looking back, looking forward


By Dan Campbell, editor
e-mail: dan.campbell@wdc.usda.gov


taying power. That’s what it takes for any business to survive and thrive for 75 years.

CHS Inc. is observing its 75th anniversary this year as much more than just a survivor. It is a diverse and growing Fortune 200 agribusiness with $11.8 billion in annual sales. It serves 1,100 local cooperatives with 325,000 member-producers and is poised to pursue promising new industries.

The success of CHS is testament to the power of what a producer-owned agribusiness can accomplish with the right business strategies and the support of its members. From the fuels it refines and supplies to member cooperatives, to the grain it mills into flour and the oilseeds it processes into vegetable oil-based foods, CHS strives to make sure producers get the supplies they need to produce a crop, then adds value to those crops to help return more farm dollars to producers and their communities.

CHS predecessor co-ops were founded during the Great Depression, when farming was literally a life-or-death struggle for local co-ops and their producers. Farmers — then as now — looked to their co-ops as crucial business partners whose success or failure was inexorably linked to their own. The nation’s newly mechanized agriculture industry was increasingly looking for a dependable, fairly priced source of fuel. Farmers also needed strong cooperatives to get their grain to market and to return a good price for it.

Cenex (or Farmers Union Central Exchange) was established in St. Paul, Minn., in 1931 to supply farmers with fuel and other vital farm supplies. For grain handling, farmers formed North Pacific Grain Growers Inc. (NPGG) in 1929 in Lewiston, Idaho, and Farmers Union Grain Terminal Association (GTA) in 1938, also in St. Paul. These are the three “rootstock” co-ops from which CHS sprouted.

NPGG and GTA merged to create Harvest States Cooperatives in 1983. Harvest States in turn merged with Cenex in 1998 to create CHS Inc. (The 1931 founding of Cenex is being used as the official birth date for the combined organization.) There have been many other mergers with smaller co-ops along the way as the co-op has grown and evolved to meet the changing needs of its members and the marketplace.

In a wide-ranging discussion with Rural Cooperatives in early April, CHS Chief Executive Officer John Johnson and Board Chairman Mike Toelle, a producer from Browns Valley, Minn., talked candidly about the past and future of CHS, and what its continued success means to their members and rural America.

Q. What lesson should we derive from the fact that CHS has lasted for 75 years?

Mike Toelle: The basic business philosophy that has helped us through 75 years of success is the same one that is imperative as we move into the future. Really, it’s very simple: always focus on the organization as a whole and make the best decisions for the co-op and its members. This requires a disciplined approach in the decisions you make in the board room. You might not be able to solve all the problems of your members, so you need to focus on those issues that you can address, positioning the co-op to provide the most value back to the members.

We operate on the co-op business model, which facilitates CHS in returning more value to our members. One measurement of that: in 2006 we returned $151 million in cash including patronage and equity redemptions — a record. That is another type of added value that flows back to our members and their communities from this cooperative.

Q. CHS has grown through mergers, perhaps the biggest being the Cenex-Harvest States merger. What factors made that a good fit, and what were the biggest problems to be resolved to make it work?

John Johnson: “The process started in late 1997 and concluded in June of 1998. There was about a 90-percent overlap in the membership of the two companies. When we looked at the future of agriculture, it became pretty clear to us that integration between the supply side of the business and the marketing and processing side would be in the best interest of producer-farmers. Leadership — boards and management — endorsed the vision for coming together.

Some mergers don’t work, but this had a lot of strategy behind it and alignment with leadership. All the stars lined up to create a very successful merger. From there, it was all about execution of the strategy. The two CEOs — Noel Estenson at Cenex and myself at Harvest States — were totally aligned regarding what we had to get done to organize the new company. We divided the duties — Noel took on more of the political and board work, while I took on more of the operational aspects. This gave us the focus we needed to execute the merger in a relatively short period of time, with very few hiccups.”

Q. Some of your local co-ops have grown substantially in recent years, some even attaining the designation of “super local” with $300 million or more of sales annually. How does this change the role of CHS in meeting their needs?



Johnson: “Consolidation on the retail side has been ongoing and probably has accelerated in the last 5-6 years, resulting in some “mega” local coops. The unification of Cenex and Harvest States really helped us become a better provider of supplies and marketing to them. Size and scale become very important when we serve co-ops of that size. The merger of Cenex and Harvest States was an enabler for a lot of other co-ops to consider mergers. A lot of co-ops that were purely supply or purely marketing have been able to unify their efforts to become an integrated supply and marketing co-op, just as we have done.”

Toelle: “On the supply and output side of the business, when we put Cenex and Harvest States together, we looked at them as complementary businesses that would be better poised for the future of agriculture as one co-op. I believe that is what also happened at the local co-op level.”

Q. CHS has taken over direct management of some local co-ops that were struggling. How has that been working out?

Toelle: We’ve not only taken over some challenged co-ops and retail locations, but in many cases local producers have simply decided to merge with CHS to gain added efficiencies from its administrative and support services. Their equity is now directly in CHS rather than in their local association. We call these CHS Country Operations, and it has worked very well.

They still operate just like a traditional local co-op, with a local board and governance and local management. That said, this model is not for everyone. Some people really like it — it has been particularly popular in Montana.

There has been slow but steady growth in the program. More requests come in every month; some of them happen, some don’t. Many co-ops needing to make a change in their business still decide to merge with a larger neighboring co-op down the road and remain a part of CHS through their local. What CHS is offering is ownership options. Local producers have to do the research and make a decision based on what best serves the interests of their producers.

Q. The biggest co-op failure in history occurred a few years ago when Farmland Industries collapsed. What lessons did you draw from that tragedy?

Johnson: “Don’t ever let it happen! It was an absolute shame. It comes down to some very sound principles of running your business. Some people have the idea that it failed because it was a co-op. That is furthest from the truth. Really, it was due to business failures in a company that was driven very heavily by size — dollar sales volume meant everything to Farmland. They leveraged their balance sheet to accomplish that objective, then got into some business cycles that were disastrous for them.

We want to grow, but to grow on a profitable basis. Our discipline is to make sure our balance sheet stays strong, which means the relationship with our bankers remains strong. This enables you to ride-out business down-cycles. Farmland got heavily leveraged over the previous 10 years. Then, when a bad cycle hit — in their case it was fertilizer and petroleum that were really in the tank — they didn’t have the wherewithal to get through it.

There is also a business culture issue. We have a philosophy to undersell and overdeliver. You should try to create realistic expectations, whether with your owners or bankers. Farmland had a culture that would lead members and bankers to believe that they were going to achieve all these fantastic results, and then never achieved them.

Again, I’m a firm believer that it wasn’t their co-op business model that created their failure, but it was some business decisions that they made in the 10-year window prior to their failure that caused it.”

Q. How aggressively has CHS been able to move into Farmland’s former trade territory, especially in places such as Kansas and southern plains states?

Johnson: “Big time! It is our highest growth area, for both farm supply and grain, although farm supply is growing even faster. Farmland’s failure created an absolute void — from a co-op presence perspective — in those markets. Some of those co-ops were finding other partners during that time, private companies that stepped in there and created alternatives for them. We had been there for a long time, but we then really stepped-up efforts to provide a co-op solution for those local co-ops.”

Q. Have you encountered much anti coop fallout, with producers saying: “We don’t want to deal with any more co-ops?”

Johnson: “I don’t think so. There is still a very strong co-op philosophy in those markets. But there is more of a “show me” attitude. Union Equity also failed in that area, and then Farmland came in and eventually failed. So there is a track record of regional co-ops there not being successful. But they were still looking for a co-op partner. We have demonstrated that we can deliver what we say; and there’s a lot of security around our equity and equity-revolvement plan.”

Q. Petroleum has been the biggest income earner for CHS in recent years. What is the outlook for that part of the business, and are there any plans to expand refinery capacity or acquire oil reserves?

Johnson: “We hold no oil reserves — we are purely a refiner and marketer. We buy crude oil from outside, both domestically and globally.

Most of our business units have been doing quite well, many having had record years. But you’re right, our earnings the last few years on refining margins have been at points we’ve never seen before in our history. We’ve reinvested back in these plants. We’ve made sulfur-reduction upgrades at both of our refineries — at Laurel, Mont., and McPherson, Kan. We’ve spent about $400 million doing that and, in the process, we also got rid of some bottlenecks to improve capacity.

Now we’re spending $325 million at Laurel, Mont., on a coker — a bottom refiner that converts asphalt into more refined fuel products. It will increase capacity of the plant by about 14 percent.

We’re also taking a lot of the money that we’ve been earning and reinvesting it in renewable fuels. We’ve invested about $70 million in a renewable fuels/ethanol production company. By the end of 2007, it will have an annual capacity of about 550 million gallons, making it the second largest ethanol producer in the United States. So, we’re doing what the market is demanding: producing more energy products and doing it by tweaking current plants for extra capacity, as well as reinvesting in renewable fuels.”

Q. Any plans to increase your 28 percent share in ethanol producer U.S. BioEnergy?

Johnson: “Our share floats around a bit. Since making our investment in November 2005, they have added a number of locally organized co-ops that had been building ethanol plants, and have now merged into U.S. Bioenergy. With the last round of mergers, our ownership dropped down to 24 percent, so we invested another $35 million of capital into the business. Now we are a 24-percent owner of a much larger company than when we had 28 percent of it. I expect to stay stable there for the next year or so.”

Q. Is biofuels hurting some of your local grain co-ops by taking away corn volume?

Johnson: “I wouldn’t say that it’s like a loaded gun to their heads, but it is hurting some. Ethanol is now eating up as much corn as the export market. And this is a phenomenon that has happened in just the last five years. So a lot of grain facilities that typically handled a high volume of grain for export are finding corn instead going for ethanol. From our perspective, and that of a lot of our locals, there are two sides of the business: one is grain export, the other is domestic demand for grain, as well as farm supply. That diversification at the local level will give them tremendous staying power going forward. The market is telling us it wants more corn production. This year the numbers didn’t come out like I thought. But there is a lot of new seed genetics technology that will expand corn production — maybe in geographic areas where we don’t grow a lot of corn today.”

Q. Does biofuel compete with CHS petroleum?

Johnson: “They tie together very well. There is some uniqueness there for CHS. We probably are one of the only ethanol producers that are involved in fossil fuels refinement. We are also the only fossil-fuel refiner that is directly involved in ethanol production. So we are fairly unique. We look at it as an absolute complement.

If you look at ethanol producers, basically they are just that. They process corn, make alcohol and push it into the marketplace. What we can do at CHS — because of our involvement in both fuels — is link the demand-bases across a lot of refiners who are facing the mandate to produce more ethanol-blended fuel. Whether it is Cenex, Exxon-Mobil, Concoco or Phillips, all these folks need to buy ethanol. We do exchange programs with them on the refined-fuel side, so we are the natural supplier for their ethanol.

From a consumption viewpoint, ethanol may be viewed as a somewhat competitive energy source. But in reality, because of the makeup of our business, it creates an integrated platform that we can successfully operate from.

Q. What are the odds that oil prices could drop sharply and cut the legs out from under the biofuels industry?Does growing interest in switchgrass and other non-grain fuel stocks worry corn producers and ethanol co-ops?

Johnson: “Long term, biomass technology is probably where it is going to go. I don’t know if that is 10 or 20 years out. The technology is not yet very good. When you think of the efficiencies of converting switchgrass, corn stover and all the other biomass materials, the question is: how do you collect those feedstocks economically so that they can compete with corn? Today, that really can’t happen. So I don’t view it as a near-term problem.

When we look at the spread between corn values and crude oil prices, I think that spread will stay there for some time. If I have a fear regarding ethanol production, it is around the corn crop. Corn is at something like $2.25 per bushel, but if we had a significant drought across much of the United States, it could drive corn values to extremely high levels, like $4 or $5 a bushel. That could be devastating to ethanol production. Longer term, looking at averages — with the spread between corn and crude oil prices — it is a very good economic model.

Q. Grain marketing margins seem to get slimmer all the time. What can CHS and its members do to improve efficiencies to make grain marketing more profitable?

Johnson: “Our grain marketing has been pretty profitable — even stellar the last couple of years. But on a per bushel basis, you are exactly right.

Margins are very slim. There again, values we generate from grain marketing are not dependent on buying and selling grain. That is where you see the very low margins. Really, CHS is a logistics provider, which means, yes, we buy and then sell grain to domestic and global customers. But the value we bring is in logistics, risk management and transportation. We get paid for that. To me, the low margin you see in grain trade is a phenomenon of the business, but the companies that can provide the other kinds of attributes to customers can get paid very well for that.”

Q. What prompted CHS to get involved in Brazilian soybeans?

Johnson: “As we deal with global customers, primarily China — which now demands about 40-plus percent of global soybeans — it is pretty evident that those customers need a supplier that has dependability 12 months per year. About half the global supply of soybeans today is produced in South America, the other half in North America.

We established three origination offices in Brazil about three years ago. We walked before we ran, and it’s been extremely successful. We supply beans from South America primarily to Chinese customers. But as soon as we know we can be competitive selling North American beans, we are in there selling them to customers.

If CHS is going to be a global supplier of grain and services, we have to be global in our origination — particularly for soybeans.”

Q. Some producers are concerned about growing competition from Brazil, given low land costs and wages there. How can we improve our competitiveness?

Toelle: One key advantage for U.S. agriculture is our transportation and logistics systems, which is second to none. I’ve been in Brazil, and I can definitely tell you it is a competitive advan- tage for the U.S. But there is also a critical need to improve the nation’s waterways, especially along the Upper Mississippi, where we have locks and dams that are antiquated. With the rise in energy costs, rivers are by far the most efficient method of transporting grain, farm inputs and other freight up and down the river. Devoting more resources to improving our waterways is a key legislative priority for CHS.

On the trade front, as we negotiate on the World Trade Organization, we need to be very careful not to disarm ourselves with legislation in a new Farm Bill that would weaken our negotiating position. We feel it may well be prudent to extend the current legislation pending the outcome of WTO talks.

Q. John, what have been your biggest successes and disappointments while serving as CEO?

Johnson: “I’ve been CEO, or the equivalent, for 11 years. That’s a long time for a CEO. The average in corporate America is five years or less. I got the job at a young age — 44 or 45. So there have been some of both during that time.

I feel very proud of the formation of Ventura Foods in 1996. Here is a company that has generated a 30-plus percent return on equity ever since it started. It was originally a very small organization, but is now one of largest packagers of oil-based food products in the United States, with 16 plants. And we did it with an international partner, Mitsui & Co. of Tokyo. In 1996, business partnerships were relatively new. Going across the ocean and finding a partner was somewhat revolutionary at the time. The company continues to do well, and our relationship with Mitsui continues to be extremely strong. It has allowed us to do other things with partners. It took a lot of work from our staff to put together.

An equal, or even greater, accomplishment was the formation of CHS. Think of it: two of the largest co-ops in the U.S. were able to look at the future and had the ability to put together an organization like this, the 188th largest company in the U.S. today. And it is owned by farmers and co-ops. We’ve been able to put together effective management teams through all the acquisitions and mergers. It’s ultimately all about people and putting the best possible people on the job to create a winning team.

My biggest disappointment was certainly that our Mexican foods division didn’t work out as expected. I had a vision of expanding our food business and felt very strongly that we could do it on our own. It turned out that we could not.

Mexican foods was a great strategy, but we failed at it. We bought some companies at substantial discounts, but probably got what we paid for. Another eye opener for us, as well as for a lot of other companies, is the need to make sure that you have the skill sets to be successful in companies that operate in challenging management environments. We ultimately came to the conclusion that we didn’t, so we sold it. When you are not succeeding, recognize it early and do something about it.

I don’t dwell on mistakes. Everyone in the management world is going to make mistakes. If you think not, you are fooling yourself. When you find yourself in a situation where you can’t execute, you make an adjustment and move forward. We in management — as I tell the board all the time — have got to be careful about how hard you punish mistakes. They will happen, because that’s where innovation comes from — it’s where people go out and look for new ways to create value. The main thing is, you don’t want to make the same mistake twice. But when you make a mistake, don’t live with it forever. Take corrective action and move forward.”

Q. What is on the CHS drawing board right now that you are most excited about?

Johnson: “Renewable fuels and how they fit with our company is by far the highlight right now. It is a very exciting area that is growing extremely fast. New plants are being considered each and every day here. It holds a lot of value for our member-owners.”

Toelle: “Part of the vision of CHS is connecting producers with the consumer, and we’ve been doing that on the food side, especially in grains through Ventura Foods. When you think about the renewable fuels platform, it presents another aspect of the CHS vision: the producer-to-consumer connection.”

Q. Can CHS and other co-ops help keep more family farms in business, or is continued drift toward industrial-scale farming the only real future for U.S. farming?

Toelle: “Through our local co-ops and country operations, our mission is to provide value back to producers. We think we offer a platform of access to world markets, integration between supply and grain outputs and food processing. And we drive that value back to the local level.

You will continue to have a diverse makeup of farms in the U.S., depending somewhat on geography and crop mix. We certainly spread our value across all producers. It is up to them to run their businesses at the size and scale that they think works for their operation.”

Q. There is much debate about states adopting new co-op incorporation laws that allow for a broader definition of what a coop is. What factors are fueling this movement and what does it mean for the future of farmer-owned co-ops?

Johnson: “I’m not sure I even know what a traditional co-op is any more. There are a tremendous amount of different structures being used, including by ourselves. We are a traditional coop, but — by the same token — we use many different capital structures to accomplish our objectives. An example is our preferred-stock program that trades on the NASDAQ. This is fairly unique in the co-op world. But it doesn’t interfere with our core co-op values because this is non-voting stock.

Control and governance of the company stays in the traditional form, with producers. We use a lot of limited liability corporation (LLC) structures. We have LLCs with other co-ops, with private companies and even with international companies.

The changes in state laws are mostly being undertaken to accommodate flexibility on capital formation. When farmers come together to form a business, whether it is for soy processing or ethanol production, they want to access farmer capital and outside capital. In order to do that, these laws are providing more flexibility to attract outside capital.

I don’t see anything bad about that as long as the best interest of the farmers and producers on a co-op basis is being served. I would guess that you will have a lot of co-ops that will look at these different structures to see if they will help accomplish their goals. It is really being driven more by the need for capital formation than anything else.”

Q. With such a large, complex business, what steps does CHS take to ensure you get board members with the kind of skills needed to direct it successfully.

Toelle: “Our Member Services Dept. provides extensive training in the country for local co-op directors. Through our communications, we also provide education for local directors. That becomes the platform where they become experienced on the local level, and creates opportunity to seek nomination to the CHS board.

When we become CHS board members, there is extensive, on-going education. Every year, our board participates in education at both the local co-op and corporate-governance levels. We use training programs of the National Association of Corporate Directors and the National Council of Farmer Cooperatives.”

Johnson: “Election to our board is a totally democratic process; we don’t control who runs for board. It really takes the best of the best to get on this board. We make sure directors have a good understanding of the environment within the industries we operate in. Four or five times per year, we bring in industry experts to provide an outside perspective and share their views of these industries. Because we are global in outlook, each year we take about a third of the board on an international educational trip.”

Q. Mike, any tips on being a good board member and maintaining good relations on the board and with management?

Toelle: When you are a producer who also serves as a director, you cannot come to a meeting with your own personal business interest in mind. You need to make decisions that are best for the organization. Many times you will be faced with making a decision that might not be best for your area or your farm, but you need to make a decision because it’s best for CHS.

Foster a teamwork approach to making decisions — teamwork among board members and between the board and management. Treat people with respect, even when you disagree.

Another key to the success of CHS is that we — the board and management — work very hard to be open and transparent. We’ve had that culture for many years, and it creates a high level of trust with our members, our business partners and customers.

Q. How do you keep the pulse of what members want from CHS, and has this changed significantly during your tenure?

Johnson: “Communications and listening to members is a core value for this company, and plays a key part in building our business plan. We do that in a number of different ways. We have a Members Services group that is linked to local boards and management on a monthly basis, and deals with businesses strategies and developing management skills. We have boards that are heavily involved in director associations.

“I spend a fair amount of time in the country at manager association meetings. We do 13 mid-year-report meetings, the idea being to go out to our members midway through the year and provide them an update on how the company is doing, rather than surprise them at the end of the year with good or bad news. This usually involves an operations report, as well as an extensive workshop and question-and-answer period. So there are a number of different touch points at the local board or manager level to make sure we have a sense of what their needs are and what challenges are facing them.”







































































CHS: a snapshot

CHS Inc. is a diversified, federated cooperative in the energy, grains and food products businesses. It had 2005 sales of $11.8 billion and net income of $250 million. It has 6,370 employees. CHS is owned by farmers, ranchers and local cooperatives from the Great Lakes to the Pacific Northwest, from the Canadian border to Texas.

Major business divisions include:
  • Grains — CHS markets more than 1 billion bushels of grain annually in 60 countries, making it the nation’s largest cooperative grain handler. It operates many grain terminals and retail facilities.
  • Foods — CHS is a leading processor of value-added foods. Its Ventura Foods, LLC (with partner Mitsui & Co.) is a leading manufacturer of margarines and butter blends, salad dressings, sauces and vegetable oils. Horizon Milling (a joint venture with Cargill) is the nation’s leading flour miller and supplier of durum wheat. CHS Oilseed Processing refines more than 1 billion pounds of soybean oil annually. CHS Sunflower serves more than one-third of the domestic kernel and in-shell market and export markets.
  • Energy — CHS is the nation’s largest cooperative gasoline and diesel refiner and a significant wholesaler
  • wholesaler and reseller of refined fuels. The Cenex convenience store chain is one of the nation’s 20 largest, and it is the fifth largest propane retailer and produces a wide range of lubricant products. It operates refineries and pipelines, has its own truck fleet and is now one of the largest suppliers of ethanol-enhanced gasoline and markets of biodiesel.
  • Agronomy — Through Agriliance LLC, a joint venture with Land O’Lakes, CHS markets crop nutrients and protectants to producers through local cooperatives and independent dealers in the United States, Canada and Mexico.
  • Country Operations — CHS operates 300 local farm supply and grain facilities, providing ag inputs, grain marketing and other supplies and services.
  • Business solutions — CHS is a full-service brokerage and risk management provider through its subsidiary, Country Hedging Inc. and its 60-some branch offices. Through Ag States Group, it offers insurance and group benefit programs; it provides business consultation services to 1,400 local co-ops.
  • Animal nutrition — CHS supplies livestock feed and services from the Central U.S. to Pacific Northwest with Payback brand feeds.

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