Fair Value Measurements

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

Recurring fair value measurements at February 28, 2017, and August 31, 2016, are as follows:



	February 28, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets:
Commodity and freight derivatives	$	28,220	$	319,924	$	—	$	348,144
Foreign currency derivatives	—		27,548		—		27,548
Interest rate swap derivatives	—		6,892		—		6,892
Deferred compensation assets	50,599		—		—		50,599
Embedded derivative asset	—		24,569		—		24,569
Other assets	14,133		—		—		14,133
Total	$	92,952	$	378,933	$	—	$	471,885
Liabilities:
Commodity and freight derivatives	$	17,960	$	236,658	$	—	$	254,618
Foreign currency derivatives	—		18,537		—		18,537
Interest rate swap derivatives	—		2,329		—		2,329
Crack spread contingent consideration liability	—		—		2,172		2,172
Total	$	17,960	$	257,524	$	2,172	$	277,656



	August 31, 2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets:
Commodity and freight derivatives	$	62,538	$	437,654	$	—	$	500,192
Foreign currency derivatives	—		21,551		—		21,551
Interest rate swap derivatives	—		22,078		—		22,078
Deferred compensation assets	50,099		—		—		50,099
Other assets	12,678		—		—		12,678
Total	$	125,315	$	481,283	$	—	$	606,598
Liabilities:
Commodity and freight derivatives	$	22,331	$	468,971	$	—	$	491,302
Foreign currency derivatives	—		22,289		—		22,289
Interest rate swap derivatives	—		8		—		8
Crack spread contingent consideration liability	—		—		15,051		15,051
Total	$	22,331	$	491,268	$	15,051	$	528,650

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

Interest rate swap derivatives — Fair values of our interest rate swap derivatives are determined utilizing valuation models that are widely accepted in the market to value these OTC derivative contracts. The specific terms of the contracts, as well as market observable inputs, such as interest rates and credit risk assumptions, are factored into the models. As all significant inputs are market observable, all interest rate swaps are classified within Level 2. Changes in the fair values of contracts not designated as hedging instruments for accounting purposes are recognized in our Consolidated Statements of Operations as a component of interest expense. See Note 10, Derivative Financial Instruments and Hedging Activities for additional information about interest rates swaps designated as fair value and cash flow hedges.

Deferred compensation and other assets — Our deferred compensation investments, Rabbi Trust assets and available-for-sale investments in common stock of other companies are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1. Changes in the fair values of these other assets are primarily recognized in our Consolidated Statements of Operations as a component of marketing, general and administrative expenses.

Embedded derivative asset — As of February 28, 2017, we had an embedded derivative asset of $24.6 million to reflect the fair value of an embedded derivative inherent to the agreement relating to our investment in CF Nitrogen. The inputs into the fair value measurement include the probability of future upgrades and downgrades of CF Industries' credit rating based on historical credit rating movements of other public companies and the discount rates to be applied to potential annual payments based on applicable historical and current yield coupon rates. Based on these observable inputs, our fair value measurement is classified within Level 2. See Note 10, Derivative Financial Instruments and Hedging Activities for additional information.

Crack spread contingent consideration liability — The fair value of the contingent consideration liability related to the purchase of CHS McPherson Refinery Inc., the sole owner of our McPherson, Kansas refinery, was calculated utilizing an average price option model, an adjusted Black-Scholes pricing model commonly used in the energy industry to value options. The model uses market observable inputs and unobservable inputs. Due to significant unobservable inputs used in the pricing model, the liability is classified within Level 3.



Quantitative Information about Level 3 Fair Value Measurements
Item	Fair Value February 28, 2017 (Dollars in thousands)	Valuation Technique	Unobservable Input	Input Used
Crack spread contingent consideration liability	$2,172	Adjusted Black-Scholes option pricing model	Forward crack spread margin quotes on February 28, 2017 ^(a)	$11.86
			Contractual target crack spread margin ^(b)	$17.50
			Expected volatility ^(c)	87.68%
			Risk-free interest rate ^(d)	0.94%
			Expected life - years ^(e)	0.50

^(a) Represents forward crack spread margin quotes and management estimates based on the future settlement date.

^(b) Represents the minimum contractual threshold that would require settlement with the counterparties.

^(c) Represents quarterly adjusted volatility estimates derived from daily historical market data.

^(d) Represents yield curves for U.S. Treasury securities.

^(e) Represents the number of years remaining related to the final contingent payment.

Valuation processes for Level 3 measurements — Management is responsible for determining the fair value of our Level 3 financial instruments. Option pricing methods are utilized, as indicated above. Inputs used in the option pricing models are based on quotes obtained from third party vendors. Each reporting period, management reviews the unobservable inputs provided by third-party vendors for reasonableness utilizing relevant information available to us. Management also takes into consideration current and expected market trends and compares the liability’s fair value to hypothetical payments using known historical market data to assess reasonableness of the resulting fair value.

Sensitivity analysis of Level 3 measurements — The significant unobservable inputs that are susceptible to periodic fluctuations used in the fair value measurement of the accrued liability for contingent crack spread payments related to the purchase of noncontrolling interests are the adjusted forward crack spread margin and the expected volatility. Significant increases (decreases) in either of these inputs in isolation would result in a significantly higher (lower) fair value measurement. Although changes in the expected volatility are driven by fluctuations in the underlying crack spread margin, changes in expected volatility are not necessarily accompanied by a directionally similar change in the forward crack spread margin. Directional changes in the expected volatility can be affected by a multitude of factors including the magnitude of daily fluctuations in the underlying market data, market trends, timing of fluctuations, and other factors.

The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended February 28, 2017, and February 29, 2016.



	Level 3 Liabilities
	Crack spread contingent consideration liability
	2017			2016
	(Dollars in thousands)
Balances, November 30, 2016 and 2015, respectively	$	8,281		$	43,693
Total (gains) losses included in cost of goods sold	(6,109		)	(19,538		)
Balances, February 28, 2017, and February 29, 2016, respectively	$	2,172		$	24,155

The following table represents a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended February 28, 2017, and February 29, 2016.



	Level 3 Liabilities
	Crack spread contingent consideration liability
	2017			2016
	(Dollars in thousands)
Balances, August 31, 2016, and 2015, respectively	$	15,051		$	75,982
Total (gains) losses included in cost of goods sold	(12,879		)	(51,827		)
Balances, February 28, 2017 and February 29, 2016, respectively	$	2,172		$	24,155

There were no material transfers between Level 1, Level 2 and Level 3 assets and liabilities during the three and six months ended February 28, 2017, and February 29, 2016.