Financial Results Announcement - CHS Inc. announced its results for the quarter ended November 30, 2025, on January 7, 2026[4] - The press release detailing the financial results is attached as Exhibit 99.1[6] Company Classification - The company is not classified as an emerging growth company under the Securities Act[3]

Financial Performance - Revenues for the three months ended November 30, 2025, were $8,864,104 thousand, a decrease of $429,008 thousand or 4.6% compared to $9,294,112 thousand in 2024[135] - Gross profit for the same period was $389,352 thousand, representing 4.4% of revenues, slightly up from 4.3% in 2024[135] - Net income attributable to CHS Inc. was $260,483 thousand, an increase of $15,693 thousand or 6.4% from $244,790 thousand in 2024[135] - The Agronomy segment reported revenues of $1,238,005 thousand, a decrease of $26,029 thousand or 2.1% compared to $1,264,034 thousand in 2024[144] - The Grains segment experienced a revenue decline of $463,818 thousand or 8.2%, with revenues of $5,215,354 thousand compared to $5,679,172 thousand in 2024[140] - The Energy segment's revenues increased by $68,407 thousand or 3.0%, reaching $2,364,877 thousand compared to $2,296,470 thousand in 2024[138] Segment Performance - The Energy segment reported a total refinery throughput volume of 204,504 barrels per day for the three months ended November 30, 2025, compared to 198,108 barrels per day in the same period of 2024[126] - The average Group 3 2:1:1 crack spread increased to $26.61 per barrel in Q1 2026 from $16.88 per barrel in Q1 2025, contributing to higher income before income taxes (IBIT) for the Energy segment[128] - The Grains segment's profitability is significantly influenced by throughput and production volumes, with revenues affected by market-driven commodity prices and weather conditions[129] - The company anticipates continued headwinds in the Grains segment due to global trade factors and commodity market dynamics, impacting overall performance in fiscal 2026[124] - The Agronomy segment's income before income taxes increased by $8,697 thousand or 30.9%, totaling $36,804 thousand compared to $28,107 thousand in 2024[144] Cost and Expenses - Cost of goods sold decreased by $418,684 thousand or 4.7%, totaling $8,474,752 thousand compared to $8,893,436 thousand in 2024[147] - Interest expense rose to $37,351 thousand, an increase of $9,703 thousand or 35.1% compared to $27,648 thousand in 2024[152] - The company reported a decrease in marketing, general and administrative expenses to $262,850 thousand, a rise of 2.0% from $268,120 thousand in 2024[151] Market and Economic Factors - The company expects reduced margins for energy and agricultural commodities to persist throughout fiscal 2026 due to various macroeconomic factors[120] - The average price for D6 ethanol RINs increased by 51% to $0.9987 during the three months ended November 30, 2025, compared to the same period in the prior fiscal year[126] - The average price for D4 biodiesel RINs rose by 54% to $1.0190 during the same period, indicating increased costs associated with renewable fuel standards[126] Cash Flow and Capital Expenditures - Net cash used in operating activities increased by $43.8 million year-over-year to $337.8 million, primarily due to increased inventories[167] - Net cash used in investing activities rose by $241.2 million to $247.9 million, reflecting increased purchases of investments[168] - Cash provided by financing activities increased by $680.3 million to $644.2 million, driven by increased net cash inflows from notes payable[169] - Total capital expenditures for fiscal 2026 are expected to be approximately $575.1 million, down from $728.6 million in fiscal 2025, with $116.0 million spent on property, plant, and equipment in the first three months of fiscal 2026[161] Working Capital and Dividends - Working capital increased by $128.0 million to $2.9 billion as of November 30, 2025, primarily due to a $1.8 billion increase in current assets driven by higher inventories[163] - The company expects to pay approximately $168.7 million in preferred stock dividends during fiscal 2026, with $42.2 million paid in the first three months of fiscal 2026[161] - As of November 30, 2025, the company had approximately $2.3 billion of preferred stock outstanding, with various series having different dividend rates and payment frequencies[171] Other Income and Tax - Other income increased by $8.5 million, or 32.2%, to $34.9 million for the three months ended November 30, 2025, primarily due to unrealized gains on investments and increased interest income[153] - Equity income from investments rose by $31.2 million, or 25.5%, to $153.5 million, driven by higher equity income from CF Nitrogen due to increased urea and UAN prices and decreased natural gas costs[154][155] - Income tax expense decreased by $1.5 million, or 11.4%, to $11.7 million, with effective tax rates of 4.3% for the three months ended November 30, 2025, compared to 5.1% in the prior year[156] Risk and Market Exposure - No material changes in market risk exposures were experienced for the period ended November 30, 2025[178]

Financial Results Announcement - CHS Inc. announced its results for the year ended August 31, 2025, on November 5, 2025[4] - The press release detailing the financial results is attached as Exhibit 99.1[6] Company Classification - The company is not classified as an emerging growth company under the Securities Act[3]

Financial Performance - CHS Inc. reported a decline in its Ag segment performance due to softening grain and oilseed product margins, lower oilseed crush margins, and declining commodity prices [182]. - Revenues for fiscal 2025 were $35,462.6 million, a decrease of 9.1% from $39,261.2 million in fiscal 2024 [190]. - Gross profit margin decreased to 3.2% in fiscal 2025 from 4.5% in fiscal 2024, reflecting a gross profit of $1,136.8 million compared to $1,751.3 million [190]. - Net income attributable to CHS Inc. was $597.9 million, down 45.7% from $1,102.3 million in the previous year [190]. - The Energy segment reported a revenue decrease of $1,131.5 million, or 12.9%, totaling $8,766.5 million in fiscal 2025 [205]. - The Ag segment experienced an 8.8% decline in revenues, totaling $27,748.5 million, down from $30,416.9 million [208]. - The Energy segment's income before income taxes showed a significant loss of $7.0 million, a decrease of 101.6% compared to a profit of $429.1 million in fiscal 2024 [194]. - The Ag segment's income before income taxes decreased by 28.3%, totaling $342.7 million compared to $245.7 million in the prior year [199]. Market Conditions - Average market prices for WTI crude oil decreased to $68.08 per barrel in fiscal 2025 from $79.41 per barrel in fiscal 2024, while the WTI-WCS crude oil discount narrowed to $11.57 per barrel from $17.24 per barrel [188]. - The average price of soybeans fell to $10.16 per bushel in fiscal 2025 from $11.88 per bushel in fiscal 2024, while corn prices remained relatively stable at $4.36 per bushel [189]. - CHS Inc. anticipates unfavorable global supply and demand factors for energy and agricultural commodities in fiscal 2026, leading to reduced margins and profitability [180]. - The company expects ongoing macroeconomic uncertainties, including geopolitical conflicts and fluctuating tariffs, to impact its segments significantly in fiscal 2026 [180]. Operational Metrics - Refinery throughput volumes for fiscal 2025 were 174,837 barrels per day, down from 189,424 barrels per day in fiscal 2024, primarily due to a planned shutdown for maintenance [184]. - The Ag segment's grain and oilseed throughput increased to 2,433,258 thousand bushels in fiscal 2025, compared to 2,382,219 thousand bushels in fiscal 2024 [189]. Expenses and Income - Marketing, general and administrative expenses decreased by 10.4% to $1,046.1 million, down from $1,167.0 million due to lower performance-based compensation [221]. - Interest expense increased by 40.4% to $146.1 million, up from $104.1 million, attributed to higher short-term notes payable and interest rates [222]. - Other income decreased by 27.0% to $100.4 million, down from $137.6 million, primarily due to reduced interest income from a smaller cash balance [223]. - Equity income from investments for fiscal 2025 was $479,863,000, a decrease of $89,802,000 or 18.7% compared to $569,665,000 in fiscal 2024 [224]. Cash Flow and Capital Expenditures - Net cash provided by operating activities for fiscal 2025 was $635,787,000, a decrease of $637,093,000 from $1,272,880,000 in fiscal 2024 [238]. - Net cash used in investing activities decreased by $550,993,000 in fiscal 2025, reflecting increased proceeds from the sale and maturity of investments [239]. - The company expects total capital expenditures for fiscal 2026 to be approximately $575.1 million, down from $728.6 million in fiscal 2025 [230]. - Major maintenance costs for fiscal 2026 are expected to be approximately $53.3 million, significantly lower than $271.4 million in fiscal 2025 [230]. Balance Sheet and Obligations - As of August 31, 2025, total cash and cash equivalents decreased to $327,826,000 from $794,865,000 in 2024, reflecting a significant decline [228]. - Working capital as of August 31, 2025, was $2,803,865,000, a decrease of $504,104,000 from $3,307,969,000 in 2024 [232]. - The company had approximately $2.3 billion of preferred stock outstanding as of August 31, 2025, with expected dividends of approximately $168.7 million during fiscal 2026 [230]. - Total estimated future contractual obligations as of August 31, 2025, amounted to $8,713,102,000, including both short-term and long-term payments [235]. Tax and Valuation - The increase in income tax expense for fiscal 2025 was primarily due to lower research and development tax credits, resulting in an effective tax rate of 2.7% compared to (0.4)% in fiscal 2024 [226]. - The company assesses the need for a valuation allowance on deferred tax assets based on future taxable income and other factors, with potential adjustments impacting income if realizability is determined to be unlikely [245]. - Tax benefits related to uncertain tax positions are recognized if there is more than a 50% probability of being sustained upon examination, using a cumulative probability approach [246]. Risk Management - The company incurs commodity price risk related to price changes and performance, with hedging activities in place to mitigate exposure to price volatility [251]. - As of August 31, 2025, the notional amount of foreign exchange derivative contracts was $1.7 billion, up from $1.5 billion in 2024, indicating increased exposure management [260]. - The company has variable rate short-term notes payable totaling $1.15 billion with average interest rates of 5.0% and 4.8% for different notes [259]. - Fixed rate long-term debt amounts to $1.78 billion with varying average interest rates, including 4.0% to 5.7% across different maturities [259]. - The company’s risk management policies include established net physical position limits for commodities, reviewed annually by senior leadership [254]. - The company has not experienced significant nonperformance events on open contracts historically, managing counterparty exposure through fixed-price contracts with preapproved producers [255].

Financial Performance - CHS reported net income of $232.2 million for Q3 FY 2025, a decrease of 21.9% from $297.3 million in Q3 FY 2024[2] - Revenues for Q3 FY 2025 were $9.8 billion, up from $9.6 billion in Q3 FY 2024, marking a 2.1% increase[2] - For the first nine months of FY 2025, net income was $401.2 million, down 59.6% from $990.5 million in the same period of FY 2024[2] Segment Performance - The agronomy segment saw a pretax income of $151.0 million, an increase of 39.2% compared to $108.5 million in the prior year[3] - Nitrogen production contributed pretax earnings of $54.6 million, a 4.2% increase from $52.4 million in the previous year[3] - Energy segment reported a pretax loss of $50.1 million, a decrease of $147.9 million from a profit of $97.9 million in the prior year[3] - Corporate and Other segment earnings increased by $52.2 million to $103.3 million, primarily due to strong results from the Ventura Foods joint venture[6] Market Challenges and Strategies - Increased costs for renewable fuel credits impacted energy earnings despite higher sales volumes[5] - CHS aims to navigate challenging agriculture and energy markets while maintaining high customer service levels and driving efficiency improvements[2] - The company is committed to sustainability and developing new solutions in agriculture and energy[9]

Earnings Performance - CHS Inc. reported stronger earnings in the Ag segment due to higher volumes and margins in wholesale and retail agronomy products, partially offset by decreased margins in grain and oilseed processing [113]. - The Energy segment experienced lower earnings due to planned major maintenance at the McPherson, Kansas refinery, resulting in reduced sales of higher-margin refined products [113]. - The Energy segment reported a loss before income taxes of $50,088 thousand in 2025, compared to income of $97,850 thousand in 2024, marking a significant decline of 151.2% [125]. - The Ag segment's income before income taxes increased to $151,040 thousand in 2025, up 39.2% from $108,535 thousand in 2024 [131]. - Net income attributable to CHS Inc. was $232,184 thousand (2.4% of revenues) for the three months ended May 31, 2025, down from $297,274 thousand (3.1% of revenues) in 2024, a decrease of 21.9% [120]. - Net income attributable to CHS Inc. for the nine months ended May 31, 2025, was $401,220, a decline of 59.5% from $990,504 in 2024 [163]. Revenue and Profitability - Revenues for the three months ended May 31, 2025, were $9,766,421 thousand, a slight increase from $9,608,983 thousand in 2024, representing a growth of 1.6% [120]. - Revenues for the nine months ended May 31, 2025, were $26,856,724, a decrease of 10.5% from $30,087,121 in 2024 [163]. - Revenues in the Energy segment decreased by $281,429 thousand (13.6%) to $1,785,749 thousand in 2025, primarily due to lower selling prices for refined fuels [137]. - Ag segment revenues increased by $438,598 thousand (5.8%) to $7,962,254 thousand in 2025, driven by higher volumes and margins of agronomy products [142]. - The Ag segment's revenues fell by 9.8% to $21,189,835 from $23,486,932, driven by decreased selling prices across product categories [185]. Cost and Expenses - Gross profit decreased to $329,811 thousand (3.4% of revenues) in 2025 from $467,795 thousand (4.9% of revenues) in 2024, reflecting a decline of 29.4% [120]. - Marketing, general and administrative expenses decreased by $57,585 thousand (18.2%) to $258,850 thousand in 2025, attributed to lower performance-based incentive compensation [157]. - Marketing, general and administrative expenses decreased by 11.2% to $769,968 from $866,721, attributed to lower performance-based incentive compensation [199]. - Interest expense rose by $20,684 thousand (88.3%) to $44,109 thousand in 2025, due to a higher short-term notes payable balance [158]. - Interest expense increased by 23.5% to $96,962 from $78,513, due to a higher short-term notes payable balance [200]. Market Conditions and Outlook - CHS Inc. anticipates continued margin pressure and lower profitability in energy and agricultural commodities through at least the remainder of fiscal 2025 due to macroeconomic factors [111]. - The company expects global economic factors impacting energy and agricultural commodities to be less favorable in fiscal 2025 compared to fiscal 2024 [111]. - CHS Inc. plans to pursue growth through strategic investments and cooperative connections while navigating less favorable market conditions [112]. Cash Flow and Capital Expenditures - Cash and cash equivalents decreased to $323.9 million as of May 31, 2025, down from $794.9 million as of August 31, 2024 [205]. - Working capital decreased by $741.2 million to $2.57 billion as of May 31, 2025, driven by increased current liabilities [210]. - Total capital expenditures for fiscal 2025 are expected to be approximately $735.4 million, down from $808.8 million in fiscal 2024 [207]. - Net cash used in operating activities was $635.3 million for the nine months ended May 31, 2025, a decrease of $795.0 million year-over-year [213]. - Preferred stock dividends expected to be approximately $168.7 million during fiscal 2025, with $126.5 million paid during the nine months ended May 31, 2025 [207]. - The company redeemed $271.0 million of member equity during the nine months ended May 31, 2025 [208]. Tax and Other Income - Income tax expense increased to $31,710, up from $21,416, reflecting a higher effective tax rate of 10.5% compared to 4.1% in 2024 [163]. - Income tax expense rose by $10.3 million (48.1%) to $31.7 million for the nine months ended May 31, 2025, attributed to reduced research and development tax credits and changes in state law [204]. - Other income decreased by $31.7 million (29.9%) to $105.8 million for the nine months ended May 31, 2025, primarily due to decreased interest income from a smaller cash balance [201]. - Equity income from investments increased by $52,606 thousand (34.6%) to $204,605 thousand in 2025, primarily due to a gain on the sale of a business by Ventura Foods [160]. - Equity income from investments increased by $45.8 million (12.3%) to $419.0 million for the nine months ended May 31, 2025, mainly due to a gain on the sale of a business by Ventura Foods [202][203]. Production and Pricing - Average market prices for WTI crude oil decreased to $63.99 per barrel in Q3 2025 from $81.14 per barrel in Q3 2024, impacting profitability [118]. - The Ag segment's grain and oilseed throughput reached 604,009 thousand bushels for the three months ended May 31, 2025, compared to 540,067 thousand bushels in the same period of 2024 [119]. - The price of D6 ethanol RINs increased by 85% during the three months ended May 31, 2025, compared to the same period in the prior fiscal year [116]. - The average price of corn was $4.56 per bushel for the three months ended May 31, 2025, compared to $4.43 per bushel in the same period of 2024 [119]. - The Nitrogen Production segment's IBIT decreased by 20.4% to $100,195, primarily due to higher natural gas input costs [178]. Accounting and Risk - No material changes in market risk exposures were experienced for the period ended May 31, 2025 [222]. - The company did not adopt any new accounting standards that would affect the financial presentation [221].