The Federal Reserve Board on Friday announced the designation of the chairs and deputy chairs of the 12 Federal Reserve Banks for 2026. Each Reserve Bank has a nine-member board of directors, representing a wide range of business and community leaders across each regional district. By law, the Board of Governors in Washington appoints three of these directors to represent the public in the district and each year designates one of its appointees as chair and a second as deputy chair. Following are the names ...

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[4] Company Classification - The company is not classified as an emerging growth company under the Securities Act[3] - CHS Inc. has not elected to use the extended transition period for complying with new financial accounting standards[3] Report Details - The report includes a cover page interactive data file embedded within the Inline XBRL document[6]

Financial Performance - Revenues for the three months ended November 30, 2025, were $8,864,104 thousand, a decrease of 4.6% from $9,294,112 thousand in the same period of 2024[135]. - Gross profit for the same period was $389,352 thousand, representing 4.4% of revenues, compared to $400,676 thousand or 4.3% in 2024[135]. - The Agronomy segment reported revenues of $1,238,005 thousand, a decline of 2.1% from $1,264,034 thousand in 2024, while income before income taxes increased by 30.9% to $36,804 thousand[144]. - The Grains segment experienced a revenue drop of $463,818 thousand, or 8.2%, to $5,215,354 thousand, with income before income taxes decreasing by 78.3% to $36,242 thousand[140]. - The Energy segment's revenues increased by $68,407 thousand, or 3.0%, to $2,364,877 thousand, with income before income taxes rising significantly by 868.9% to $152,347 thousand[138]. Market Conditions - The company anticipates continued headwinds in fiscal 2026 due to macroeconomic factors, including the ongoing war between Russia and Ukraine and shifts in global trade flows, which could impact profitability[120]. - The company expects reduced margins for energy and agricultural commodities to persist throughout fiscal 2026 due to various market pressures[121]. - The Grains segment's profitability is significantly influenced by throughput and production volumes, as well as commodity price spreads, which are affected by market-driven commodity prices and weather conditions[129]. Cost and Expenses - Cost of goods sold decreased by $418,684 thousand, or 4.7%, to $8,474,752 thousand, primarily due to lower retail and domestic feed grains margins[147]. - Marketing, general and administrative expenses rose to $268,120 thousand, an increase of 2.0% from $262,850 thousand in 2024[151]. - Interest expense increased by 35.1% to $37,351 thousand, attributed to a higher short-term notes payable balance compared to the previous year[152]. Production and Capacity - 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]. - Ethanol production volumes increased to 165,122 thousand gallons in 2025, up from 136,747 thousand gallons in 2024, indicating growth in production capacity[135]. - The average market price for urea increased to $381.31 per ton in 2025 from $318.29 in 2024, reflecting a significant rise in commodity prices[133]. Investments and Income - 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]. 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 three months ended November 30, 2025[161]. Working Capital and Dividends - Working capital increased by $128.0 million to $2.9 billion as of November 30, 2025, driven by a $1.8 billion increase in current assets, primarily due to 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 three months ended November 30, 2025[161]. - As of November 30, 2025, the company had approximately $2.3 billion of preferred stock outstanding, with various dividend rates and payment frequencies[171]. Risk and Taxation - 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]. - 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 - Total 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 revenues of $8,766.5 million, a decline of 12.9% from $7,635.0 million in fiscal 2024, primarily due to decreased selling prices for refined fuels[205]. - The Ag segment revenues decreased by 8.8% to $27,748.5 million from $30,416.9 million, driven by lower selling prices across product categories[208]. Segment Performance - The Ag segment experienced a decline in performance due to softening grain and oilseed product margins, lower oilseed crush margins, and declining commodity prices, despite strong volumes[182]. - Energy segment results significantly declined, driven by decreased Western Canadian Select crude oil discounts and unfavorable crack spreads, with planned major maintenance at the McPherson refinery impacting higher-margin refined product sales[182]. - The Ag segment's grain and oilseed throughput increased to 2,433,258 thousand bushels in 2025 from 2,382,219 thousand bushels in 2024, indicating growth in volume despite market price fluctuations[189]. Market Conditions - The company anticipates unfavorable global supply and demand factors for energy and agricultural commodities in fiscal 2026, leading to reduced margins and profitability[180]. - Average market prices for WTI crude oil fell from $79.41 per barrel in 2024 to $68.08 per barrel in 2025, while the WTI-WCS crude oil discount increased from $17.24 to $11.57 per barrel[188]. - The average price of corn remained stable at $4.36 per bushel in 2025, while soybean prices decreased to $10.16 per bushel from $11.88 in 2024[189]. Costs and Expenses - Cost of goods sold in the Energy segment decreased by 8.7% to $8,041.6 million, influenced by lower costs for refined fuels and a favorable impact from the small refinery exemption[213]. - The Ag segment's cost of goods sold increased by 8.5% to $29,478.2 million, reflecting higher costs associated with grain and oilseed products[217]. - Marketing, general and administrative expenses decreased by 10.4% to $1,046.1 million, primarily due to lower performance-based incentive compensation[221]. - Interest expense increased by 40.4% to $146.1 million, attributed to a higher short-term notes payable balance and increased interest rates[222]. - Other income decreased by 27.0% to $100.4 million, mainly due to reduced interest income from a smaller cash balance[223]. Cash Flow and Capital Expenditures - Cash and cash equivalents decreased to $327.8 million in fiscal 2025 from $794.9 million in fiscal 2024, a reduction of $467.1 million[228]. - Working capital decreased by $504.1 million to $2.8 billion in fiscal 2025, driven by a decline in cash provided by operations[232]. - Net cash provided by operating activities fell to $635.8 million in fiscal 2025, down $637.1 million from $1.3 billion in fiscal 2024[238]. - Total capital expenditures for fiscal 2026 are expected to be approximately $575.1 million, down from $728.6 million in fiscal 2025[230]. - Major maintenance costs are projected to decrease to $53.3 million in fiscal 2026 from $271.4 million in fiscal 2025 due to reduced turnaround activities[230]. Debt and Dividends - The company expects to pay approximately $168.7 million in preferred stock dividends during fiscal 2026, with $2.3 billion of preferred stock outstanding as of August 31, 2025[230]. - Total long-term debt, including current maturities, decreased to $1.8 billion in fiscal 2025 from $2.2 billion in fiscal 2024[228]. - The company reported a net decrease in cash and cash equivalents of $474.6 million in fiscal 2025, compared to a decrease of $970.7 million in fiscal 2024[238]. Tax and Valuation - Income tax expense increased significantly to $21.6 million in fiscal 2025 from a benefit of $4.9 million in fiscal 2024, reflecting a change in tax credits and effective tax rates of 2.7% and (0.4%) respectively[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 manages commodity price risk through hedging, entering into derivative contracts to mitigate exposure to price volatility[252]. - The average interest rate for variable rate short-term notes payable is 5.0%, while the average for fixed rate long-term debt is 5.1%[259]. - A 10% adverse change in market prices would not materially affect the company's results of operations, highlighting effective risk management practices[256]. - The company has established internal policies for managing commodity price risk, with position limits reviewed annually by senior leadership[254]. - The company has not experienced significant nonperformance events on open contracts historically, indicating effective counterparty risk management[255]. Investments - Equity method investments, including CF Nitrogen and Ventura Foods, continued to provide solid contributions to CHS income[182]. - Equity income from investments decreased to $479.9 million in fiscal 2025 from $569.7 million in fiscal 2024, a decline of $89.8 million or 18.7%[224].

Financial Performance - CHS Inc. 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 2.1% from $9.6 billion in Q3 FY 2024[2] - For the first nine months of FY 2025, net income was $401.2 million, down 59.5% from $990.5 million in the same period of FY 2024[2] Segment Performance - The Ag segment reported pretax income of $151.0 million, an increase of 39.2% compared to $108.5 million in the prior year[3] - Nitrogen production earnings increased to $54.6 million, up 4.2% 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 compared to a profit of $97.9 million in the prior year[3] - Corporate and Other segment earnings rose to $103.3 million, a 102.0% increase from $51.1 million in the prior year[6] Strategic Focus - CHS emphasized strong customer service and efficiency improvements during favorable spring weather, contributing to better agronomy results[2] - The company is focused on navigating challenging agriculture and energy markets while maintaining partnerships[2] Global Operations - CHS operates in 65 countries and recorded approximately $39 billion in revenues for FY 2024, highlighting its global reach and commitment to sustainability[9]

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements for CHS Inc. and its subsidiaries, along with detailed notes explaining the basis of presentation, significant accounting policies, and other financial details [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for CHS Inc. and its subsidiaries, including the Balance Sheets, Statements of Operations, Comprehensive Income, and Cash Flows, along with detailed notes explaining the basis of presentation, significant accounting policies, revenues, receivables, inventories, investments, debt, income taxes, equities, benefit plans, segment reporting, derivatives, fair value measurements, commitments, other current assets/liabilities, and a recent acquisition [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equities at specific reporting dates | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :----------------------- | :------------------------ | :----------------- | :------- | | **ASSETS** | | | | | | Total current assets | $8,927,147 | $8,708,783 | $218,364 | 2.5% | | Investments | $3,901,119 | $3,780,967 | $120,152 | 3.2% | | Property, plant and equipment | $5,454,678 | $5,177,355 | $277,323 | 5.4% | | Other assets | $1,403,738 | $1,047,970 | $355,768 | 34.0% | | **Total assets** | **$19,686,682** | **$18,715,075** | **$971,607** | **5.2%** | | **LIABILITIES AND EQUITIES** | | | | | | Total current liabilities | $6,360,369 | $5,400,814 | $959,555 | 17.8% | | Long-term debt | $1,826,072 | $1,824,194 | $1,878 | 0.1% | | Other liabilities | $711,980 | $728,143 | $(16,163) | -2.2% | | Total CHS Inc. equities | $10,784,825 | $10,755,391 | $29,434 | 0.3% | | Noncontrolling interests | $3,436 | $6,533 | $(3,097) | -47.4% | | **Total liabilities and equities** | **$19,686,682** | **$18,715,075** | **$971,607** | **5.2%** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income over specific operating periods | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Revenues | $9,766,421 | $9,608,983 | $26,856,724 | $30,087,121 | | Cost of goods sold | $9,436,610 | $9,141,188 | $26,049,922 | $28,608,484 | | Gross profit | $329,811 | $467,795 | $806,802 | $1,478,637 | | Marketing, general and administrative expenses | $258,850 | $316,435 | $769,968 | $866,721 | | Operating earnings | $70,961 | $151,360 | $36,834 | $611,916 | | Interest expense | $44,109 | $23,425 | $96,962 | $78,513 | | Other income | $(27,398) | $(29,934) | $(74,138) | $(105,802) | | Equity income from investments | $(204,605) | $(151,999) | $(418,970) | $(373,167) | | Income before income taxes | $258,855 | $309,868 | $432,980 | $1,012,372 | | Income tax expense | $27,175 | $12,613 | $31,710 | $21,416 | | Net income | $231,680 | $297,255 | $401,270 | $990,956 | | Net income attributable to CHS Inc. | $232,184 | $297,274 | $401,220 | $990,504 | [Condensed Consolidated Statements of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Reports net income and other comprehensive income items, reflecting total changes in equity from non-owner sources | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Net income | $231,680 | $297,255 | $401,270 | $990,956 | | Other comprehensive income (loss), net of tax | $(1,011) | $(3,592) | $(6,821) | $(5,466) | | Comprehensive income | $230,669 | $293,663 | $394,449 | $985,490 | | Comprehensive income attributable to CHS Inc. | $231,173 | $293,682 | $394,399 | $985,038 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :------------------------------------------ | :------------------------------------ | :------------------------------------ | | Net cash (used in) provided by operating activities | $(635,272) | $159,733 | | Net cash used in investing activities | $(552,160) | $(519,472) | | Net cash provided by (used in) financing activities | $724,692 | $(1,095,558) | | Decrease in cash and cash equivalents and restricted cash | $(469,713) | $(1,454,759) | [Note 1 Basis of Presentation, Significant Accounting Policies and Subsequent Events](index=9&type=section&id=Note%201%20Basis%20of%20Presentation,%20Significant%20Accounting%20Policies%20and%20Subsequent%20Events) Outlines the financial statement presentation, key accounting policies, and significant events occurring after the reporting period - The unaudited condensed consolidated financial statements reflect normal recurring adjustments and are subject to seasonality. No significant accounting policies were updated or changed since the prior Annual Report on Form 10-K. Recent accounting pronouncements (ASU 2023-07, 2023-09, 2024-03) are being evaluated for disclosure or financial statement impact, with ASU 2023-07 (Segment Reporting) effective for **fiscal 2025** annual reporting and ASU 2023-09 (Income Tax Disclosures) effective for **fiscal 2026** annual reporting. A subsequent event, the enactment of H.R.1 - One Big Beautiful Bill on July 4, 2025, makes the Qualified Business Income Deduction permanent, providing significant future income tax benefits[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Note 2 Revenues](index=11&type=section&id=Note%202%20Revenues) Provides a detailed breakdown of revenues by segment and information on contract assets and liabilities | Segment | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :---------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Energy | $1,785,749 | $2,067,178 | $5,608,148 | $6,541,840 | | Ag | $7,962,254 | $7,523,656 | $21,189,835 | $23,486,932 | | Corporate and Other | $18,418 | $18,149 | $58,741 | $58,349 | | **Total revenues** | **$9,766,421** | **$9,608,983** | **$26,856,724** | **$30,087,121** | **Contract Assets and Liabilities:** | Metric | May 31, 2025 (Millions) | August 31, 2024 (Millions) | | :------------------ | :---------------------- | :----------------------- | | Contract assets | $17.9 | $34.7 | | Contract liabilities | $274.1 | $248.8 | **Revenues Recognized from Contract Liabilities:** | Period | 2025 (Millions) | 2024 (Millions) | | :-------------------- | :-------------- | :-------------- | | Three Months Ended May 31 | $26.3 | $54.0 | | Nine Months Ended May 31 | $192.6 | $222.8 | [Note 3 Receivables](index=12&type=section&id=Note%203%20Receivables) Details the composition of trade accounts and notes receivable, including allowances and credit availability | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------- | :----------------------- | :------------------------ | | Trade accounts receivable | $2,926,247 | $2,232,203 | | CHS Capital short-term notes receivable | $885,725 | $944,861 | | Other | $468,773 | $452,662 | | Gross receivables | $4,280,745 | $3,629,726 | | Less: allowances and reserves | $82,860 | $79,809 | | **Total receivables** | **$4,197,885** | **$3,549,917** | **CHS Capital Notes Receivable Composition:** | Type | May 31, 2025 | August 31, 2024 | | :---------------- | :----------- | :------------ | | Commercial notes | 34% | 18% | | Producer notes | 66% | 82% | **Additional Credit Available:** * CHS Capital customers had an additional $1.2 billion in available credit as of May 31, 2025 [Note 4 Inventories](index=12&type=section&id=Note%204%20Inventories) Presents the breakdown of inventory types and valuation methods, including LIFO and FIFO impacts | Inventory Type | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :---------------------- | :----------------------- | :------------------------ | | Grain and oilseed | $1,110,891 | $888,768 | | Energy | $794,692 | $720,636 | | Agronomy | $1,145,236 | $1,126,916 | | Processed grain and oilseed | $129,771 | $124,686 | | Other | $270,789 | $206,409 | | **Total inventories** | **$3,451,379** | **$3,067,415** | **LIFO vs. FIFO Valuation:** * Approximately 20% (May 31, 2025) and 18% (August 31, 2024) of inventories, primarily crude oil and refined fuels, were valued using the LIFO method * If FIFO had been used, inventories would have been higher by $324.8 million as of May 31, 2025, and $456.3 million as of August 31, 2024 [Note 5 Investments](index=13&type=section&id=Note%205%20Investments) Details the company's equity method and other investments, including attributable earnings | Investment | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :------------------------ | :----------------------- | :------------------------ | | CF Industries Nitrogen, LLC | $2,614,328 | $2,544,530 | | Ventura Foods, LLC | $518,774 | $511,231 | | Ardent Mills, LLC | $238,388 | $234,021 | | Producer Ag, LLC | $35,890 | $15,274 | | Other equity method investments | $341,856 | $338,139 | | Other investments | $151,883 | $137,772 | | **Total investments** | **$3,901,119** | **$3,780,967** | **Equity Method Investment Earnings (Nine Months Ended May 31):** | Investment | 2025 Earnings Attributable to CHS Inc. (Thousands) | 2024 Earnings Attributable to CHS Inc. (Thousands) | | :------------------------ | :------------------------------------------------ | :------------------------------------------------ | | CF Nitrogen | $199,014 | $218,905 | | Ventura Foods | $116,100 | $76,268 | | Ardent Mills and Producer Ag | $69,405 | $45,728 | **Key Insights:** * Cumulative undistributed earnings from equity method investees totaled approximately $749.0 million as of May 31, 2025 * Ventura Foods' net earnings increase was largely due to a gain on the sale of a business [Note 6 Notes Payable and Long-Term Debt](index=14&type=section&id=Note%206%20Notes%20Payable%20and%20Long-Term%20Debt) Provides a comprehensive overview of the company's short-term and long-term debt obligations and interest expenses | Debt Type | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------- | :----------------------- | :------------------------ | | Notes payable | $770,197 | $163,136 | | CHS Capital notes payable | $1,079,631 | $143,695 | | **Total notes payable** | **$1,849,828** | **$306,831** | **Long-Term Debt (including current portion):** | Debt Type | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------- | :----------------------- | :------------------------ | | Private placement debt | $1,963,000 | $2,113,000 | | Term loan | $0 | $1,000 | | Finance lease liabilities | $55,840 | $49,511 | | Deferred financing costs | $(4,056) | $(4,562) | | Other | $1,363 | $2,511 | | **Total long-term debt** | **$2,016,147** | **$2,161,460** | | Less current portion | $190,075 | $337,266 | | **Long-term portion** | **$1,826,072** | **$1,824,194** | **Interest Expense (Net of Capitalized Interest):** | Period | 2025 (Millions) | 2024 (Millions) | | :-------------------- | :-------------- | :-------------- | | Three Months Ended May 31 | $44.1 | $23.4 | | Nine Months Ended May 31 | $97.0 | $78.5 | **Key Insights:** * The company was in compliance with all debt covenants as of May 31, 2025 * Notes payable **significantly increased** from $306.8 million to $1,849.8 million * The $2.8 billion revolving credit facility had no outstanding borrowings * The Securitization Facility had $846.0 million utilized out of $1.1 billion total availability as of May 31, 2025 * The Repurchase Facility had $159.7 million utilized out of $189.3 million total availability as of May 31, 2025 * The 10-year term loan facility was amended to a $300.0 million revolving loan, with no amount outstanding as of May 31, 2025 [Note 7 Income Taxes](index=15&type=section&id=Note%207%20Income%20Taxes) Details the company's income tax expense and effective tax rates, along with factors influencing tax liabilities | Metric | 3 Months Ended May 31, 2025 | 3 Months Ended May 31, 2024 | 9 Months Ended May 31, 2025 | 9 Months Ended May 31, 2024 | | :------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective tax rate | 10.5% | 4.1% | 7.3% | 2.1% | **Key Insights:** * **Increased income tax expense** for the three months ended May 31, 2025, was primarily due to a **change in state law reducing future utilization of state income tax credits** * Unrecognized tax benefits that would benefit the effective tax rate were $71.7 million as of May 31, 2025, up from $65.1 million as of August 31, 2024 [Note 8 Equities](index=16&type=section&id=Note%208%20Equities) Presents the components of CHS Inc. equities, including preferred stock, equity certificates, and accumulated comprehensive loss | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------- | :----------------------- | :------------------------ | | Preferred stock | $2,264,038 | $2,264,038 | | Equity certificates | $5,806,451 | $5,982,369 | | Accumulated other comprehensive loss | $(303,363) | $(296,542) | | Capital reserves | $3,017,699 | $2,805,526 | | **Total CHS Inc. equities** | **$10,784,825** | **$10,755,391** | **Preferred Stock Dividends Declared Per Share (Three Months Ended May 31, 2025):** | Series | Nasdaq Symbol | Dividend Per Share | | :-------------------------------------- | :------------ | :----------------- | | 8% Cumulative Redeemable | CHSCP | $0.50 | | Class B Cumulative Redeemable, Series 1 | CHSCO | $0.49 | | Class B Reset Rate Cumulative Redeemable, Series 2 | CHSCN | $0.44 | | Class B Reset Rate Cumulative Redeemable, Series 3 | CHSCM | $0.42 | | Class B Cumulative Redeemable, Series 4 | CHSCL | $0.47 | **Key Insights:** * Total CHS Inc. equities increased slightly from **$10,755,391 thousand** as of August 31, 2024, to **$10,784,825 thousand** as of May 31, 2025. Accumulated other comprehensive loss increased from **$(296,542) thousand** to **$(303,363) thousand** during the same period[18](index=18&type=chunk) [Note 9 Benefit Plans](index=19&type=section&id=Note%209%20Benefit%20Plans) Details the net periodic benefit costs for qualified and nonqualified pension plans and other employee benefits | Component of Net Periodic Benefit Costs | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :-------------------------------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Qualified Pension Benefits | $11,167 | $6,859 | $33,497 | $20,576 | | Nonqualified Pension Benefits | $1,234 | $819 | $3,700 | $2,458 | | Other Benefits | $76 | $(66) | $228 | $(200) | **Key Insights:** * **No contributions were made** to pension plans during the nine months ended May 31, 2025, and none are anticipated for **fiscal 2025**, though voluntary contributions may occur[67](index=67&type=chunk) [Note 10 Segment Reporting](index=20&type=section&id=Note%2010%20Segment%20Reporting) Provides financial information by operating segment, including revenues and income before income taxes | Segment | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | | :---------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | **Revenues (Net of Intersegment)** | | | | | | Energy | $1,785,749 | $2,067,178 | $5,608,148 | $6,541,840 | | Ag | $7,962,254 | $7,523,656 | $21,189,835 | $23,486,932 | | Corporate and Other | $18,418 | $18,149 | $58,741 | $58,349 | | **Total Revenues** | **$9,766,421** | **$9,608,983** | **$26,856,724** | **$30,087,121** | | **Income Before Income Taxes (IBIT)** | | | | | | Energy | $(50,088) | $97,850 | $(113,794) | $416,264 | | Ag | $151,040 | $108,535 | $272,140 | $335,106 | | Nitrogen Production | $54,610 | $52,366 | $100,195 | $125,834 | | Corporate and Other | $103,293 | $51,117 | $174,439 | $135,168 | | **Total IBIT** | **$258,855** | **$309,868** | **$432,980** | **$1,012,372** | **Key Insights:** * CHS operates in three reportable segments: **Energy, Ag, and Nitrogen Production**, with Corporate and Other encompassing financing, hedging, and nonconsolidated joint ventures[68](index=68&type=chunk) * Business activities are highly seasonal, with revenues and IBIT generally lower in the second fiscal quarter and increasing in the third[69](index=69&type=chunk) * Commodity prices and sales volumes significantly affect revenues, assets, and cash flows, influenced by factors like weather, supply/demand, and global trade[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk) [Note 11 Derivative Financial Instruments and Hedging Activities](index=22&type=section&id=Note%2011%20Derivative%20Financial%20Instruments%20and%20Hedging%20Activities) Details the company's use of derivative instruments to manage market risks and their financial impact | Derivative Type | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :---------------------- | :----------------------- | :------------------------ | | **Derivative Assets** | | | | Commodity derivatives | $123,756 | $165,709 | | Foreign exchange derivatives | $35,355 | $9,029 | | **Total Derivative Assets** | **$159,111** | **$174,738** | | **Derivative Liabilities** | | | | Commodity derivatives | $164,410 | $221,803 | | Foreign exchange derivatives | $7,627 | $24,476 | | **Total Derivative Liabilities** | **$172,037** | **$246,279** | **Pretax Gains (Losses) on Derivatives Not Designated as Hedges (Thousands):** | Location of Gain (Loss) | 3 Months Ended May 31, 2025 | 3 Months Ended May 31, 2024 | 9 Months Ended May 31, 2025 | 9 Months Ended May 31, 2024 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Commodity derivatives (Cost of goods sold) | $(32,997) | $35,591 | $16,547 | $74,478 | | Foreign exchange derivatives (Cost of goods sold) | $33,703 | $(19,803) | $37,713 | $(25,411) | | Foreign exchange derivatives (Marketing, general and administrative expenses) | $2,927 | $(1,555) | $2,859 | $(1,584) | | **Total** | **$3,633** | **$14,233** | **$57,119** | **$47,483** | **Notional Volumes for Outstanding Commodity Contracts (May 31, 2025, in thousands):** | Commodity | Long | Short | | :-------------------------- | :----- | :---- | | Grain and oilseed (bushels) | 411,548 | 688,875 | | Energy products (barrels) | 9,790 | 6,387 | | Processed grain and oilseed (tons) | 682 | 2,604 | | Crop nutrients (tons) | 16 | 74 | **Key Insights:** * The company uses various derivative instruments to manage exposure to commodity prices, foreign currency, and interest rates[76](index=76&type=chunk) * Most derivatives are **economic hedges** not designated for hedge accounting, with fair value changes recorded in earnings (primarily cost of goods sold)[78](index=78&type=chunk) * Notional amount of foreign exchange derivative contracts increased from **$1.5 billion** (August 31, 2024) to **$2.3 billion** (May 31, 2025)[79](index=79&type=chunk)[80](index=80&type=chunk) * Cash flow hedges for crude oil purchases and refined product sales had aggregate notional amounts of **6.5 million barrels** as of May 31, 2025, up from **5.5 million barrels**[81](index=81&type=chunk)[82](index=82&type=chunk) [Note 12 Fair Value Measurements](index=24&type=section&id=Note%2012%20Fair%20Value%20Measurements) Explains the fair value hierarchy and measurement techniques used for financial assets and liabilities | Asset/Liability | Level 1 (Thousands) | Level 2 (Thousands) | Level 3 (Thousands) | Total (Thousands) | | :-------------------------------------- | :------------------ | :------------------ | :------------------ | :---------------- | | **May 31, 2025 Assets** | | | | | | Commodity derivatives | $1,223 | $130,685 | $0 | $131,908 | | Foreign exchange derivatives | $0 | $35,355 | $0 | $35,355 | | Segregated investments and marketable securities | $15,155 | $135,613 | $0 | $150,768 | | Other assets | $179,484 | $0 | $0 | $179,484 | | **Total Assets** | **$195,862** | **$301,653** | **$0** | **$497,515** | | **May 31, 2025 Liabilities** | | | | | | Commodity derivatives | $969 | $168,160 | $0 | $169,129 | | Foreign exchange derivatives | $0 | $7,627 | $0 | $7,627 | | **Total Liabilities** | **$969** | **$175,787** | **$0** | **$176,756** | **Key Insights:** * Fair values are determined using a **three-level hierarchy**, maximizing observable inputs[86](index=86&type=chunk) * Exchange-traded futures and options are **Level 1**, while forward contracts and OTC derivatives are **Level 2**[87](index=87&type=chunk)[88](index=88&type=chunk) * Segregated investments and marketable securities, time deposits, and other assets are primarily **Level 1** or **Level 2**[89](index=89&type=chunk) [Note 13 Commitments and Contingencies](index=25&type=section&id=Note%2013%20Commitments%20and%20Contingencies) Describes the company's legal proceedings, environmental liabilities, and guarantees - The company complies with environmental laws and regulations, establishing reserves for probable and estimable remediation costs. While involved in various lawsuits and claims, management believes resulting liabilities will not materially affect financial position, results of operations, or cash flows. Guarantees for nonconsolidated companies' lines of credit and performance obligations totaled **$89.4 million** as of May 31, 2025, against a maximum allowed of **$1.1 billion**, with no expected cash payouts[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) [Note 14 Other Current Assets and Liabilities](index=26&type=section&id=Note%2014%20Other%20Current%20Assets%20and%20Liabilities) Details the composition of other current assets and liabilities, including short-term investments and customer deposits | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------- | :----------------------- | :------------------------ | | **Other Current Assets** | | | | Short-term investments | $0 | $500,921 | | Derivative assets | $162,509 | $177,111 | | Margin and related deposits | $214,103 | $176,821 | | Prepaid expenses | $163,207 | $202,392 | | Supplier advance payments | $229,879 | $133,678 | | Restricted cash | $80,287 | $78,997 | | Other | $104,036 | $26,666 | | **Total other current assets** | **$954,021** | **$1,296,586** | | **Other Current Liabilities** | | | | Customer margin deposits and credit balances | $110,539 | $95,369 | | Customer advance payments | $354,694 | $337,045 | | Derivative liabilities | $175,415 | $243,068 | | Dividends and equity payable | $278,310 | $600,000 | | **Total other current liabilities** | **$918,958** | **$1,275,482** | [Note 15 Acquisition](index=26&type=section&id=Note%2015%20Acquisition) Provides details on the acquisition of West Central Ag Services, including purchase price and financial impact - On January 2, 2025, CHS acquired **West Central Ag Services (WCAS)** for an estimated cash purchase price of **$322.1 million**, including **$107.5 million** for working capital. This acquisition expanded CHS's grain and agronomy platforms in west-central Minnesota and eastern North Dakota, and included the remaining 50% ownership of Central Plains Ag Services (CPAS). The acquisition resulted in **$59.4 million** in goodwill and **$53.5 million** in definite-lived intangible assets. WCAS contributed **$225.0 million** in revenues and **$4.9 million** in income before income taxes to CHS's consolidated statements from January 2, 2025, through May 31, 2025[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on CHS Inc.'s financial condition, results of operations, liquidity, and other factors affecting future results [Overview](index=28&type=section&id=Overview) Provides an overview of CHS Inc.'s business, operational segments, and key financial management focus areas - CHS Inc. is a diversified agricultural cooperative providing grain, food, agronomy, and energy resources globally, owned by farmers, ranchers, and member cooperatives. It operates in three reportable segments: **Energy, Ag, and Nitrogen Production**, with financing, hedging, and nonconsolidated joint ventures aggregated in Corporate and Other. Management focuses on gross profit and income before income taxes (IBIT) due to commodity market volatility, alongside balance sheet strength, liquidity, leverage, capital allocation, and cash flow optimization. Business activities are highly seasonal, with revenues and IBIT generally lower in the second fiscal quarter and increasing in the third. Commodity prices and sales volumes are significantly affected by external factors like weather, supply/demand, and global trade disputes[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[108](index=108&type=chunk) [Business Strategy](index=30&type=section&id=Business%20Strategy) Outlines CHS's strategic priorities for empowering customers, expanding market access, and evolving core businesses - CHS's business strategies focus on empowering customers, expanding market access for owners, and evolving core businesses by capitalizing on market dynamics. Key execution areas include implementing agile technology, building efficient supply chains, developing high-performing teams, achieving operational excellence, and maintaining a strong balance sheet[109](index=109&type=chunk) [Fiscal 2025 Third Quarter Highlights](index=31&type=section&id=Fiscal%202025%20Third%20Quarter%20Highlights) Summarizes key financial and operational performance highlights for the third fiscal quarter of 2025 - Ag segment earnings were **stronger** due to **higher volumes and margins** in wholesale and retail agronomy products, partially offset by **decreased margins** in grain and oilseed and oilseed processing[113](index=113&type=chunk) - Energy segment earnings were **lower** due to **planned major maintenance** at the McPherson, Kansas, refinery, resulting in **reduced sales of higher-margin refined products**[113](index=113&type=chunk) - Equity method investments, particularly Ventura Foods and CF Nitrogen, provided **solid contributions** to CHS income[113](index=113&type=chunk) [Fiscal 2025 Trends Update](index=31&type=section&id=Fiscal%202025%20Trends%20Update) Discusses anticipated market uncertainties and their expected impact on energy and agricultural commodity margins for fiscal 2025 - CHS anticipates continued uncertainty and instability in global energy and agricultural commodity markets for fiscal 2025 due to macroeconomic factors like U.S. trade policy changes, ongoing global conflicts (Russia-Ukraine, Middle East), shifts in global trade flows, an uncertain interest rate environment, and pricing pressures on labor, freight, and materials. These factors are expected to lead to **significantly reduced margins** for energy and agricultural commodities through at least the remainder of **fiscal 2025**. The company plans to pursue growth through strategic investments and cooperative connections while leveraging financial strength[111](index=111&type=chunk)[112](index=112&type=chunk) [Operating Metrics](index=33&type=section&id=Operating%20Metrics) Presents key operational performance indicators for the Energy and Ag segments [Energy Operating Metrics](index=33&type=section&id=Energy%20Operating%20Metrics) Details key operational metrics for the Energy segment, including refinery throughput and market indicators | Metric | 3 Months Ended May 31, 2025 | 3 Months Ended May 31, 2024 | 9 Months Ended May 31, 2025 | 9 Months Ended May 31, 2024 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | **Refinery Throughput Volumes (Barrels per day)** | | | | | | Heavy, high-sulfur crude oil | 82,160 | 111,740 | 99,637 | 108,204 | | All other crude oil | 30,767 | 68,217 | 55,682 | 69,434 | | Other feedstocks and blendstocks | 3,560 | 12,943 | 12,002 | 10,766 | | **Total refinery throughput volumes** | **116,487** | **192,900** | **167,321** | **188,404** | | **Refined Fuel Yields (Barrels per day)** | | | | | | Gasolines | 50,506 | 88,631 | 77,114 | 84,172 | | Distillates | 50,226 | 86,002 | 73,146 | 85,441 | **Market Indicators (Average Prices/Discounts):** | Metric | 3 Months Ended May 31, 2025 | 3 Months Ended May 31, 2024 | 9 Months Ended May 31, 2025 | 9 Months Ended May 31, 2024 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | WTI crude oil (dollars per barrel) | $63.99 | $81.14 | $68.71 | $79.81 | | WTI - WCS crude oil discount (dollars per barrel) | $11.69 | $15.96 | $12.28 | $18.67 | | Group 3 2:1:1 crack spread (dollars per barrel) | $23.88 | $21.37 | $18.35 | $23.04 | | Group 3 5:3:2 crack spread (dollars per barrel) | $23.40 | $20.82 | $17.66 | $21.29 | | D6 ethanol RIN (dollars per RIN) | $0.9242 | $0.4986 | $0.7633 | $0.7117 | | D4 biodiesel RIN (dollars per RIN) | $0.9899 | $0.5020 | $0.7935 | $0.7154 | **Key Insights:** * Refinery throughput volumes and refined fuel yields **decreased significantly** for both the three and nine months ended May 31, 2025, primarily due to **planned major maintenance** at the McPherson, Kansas, refinery[115](index=115&type=chunk)[116](index=116&type=chunk) * RIN prices (D6 ethanol and D4 biodiesel) **increased substantially** during the three months ended May 31, 2025, compared to the prior year, impacting profitability[117](index=117&type=chunk) * Crack spreads increased for the three months but decreased for the nine months ended May 31, 2025, while WCS crude oil discounts **decreased for both periods**, contributing to **lower IBIT** for the Energy segment[118](index=118&type=chunk) [Ag Operating Metrics](index=34&type=section&id=Ag%20Operating%20Metrics) Details key operational metrics for the Ag segment, including commodity prices and volumes | Metric | 3 Months Ended May 31, 2025 | 3 Months Ended May 31, 2024 | 9 Months Ended May 31, 2025 | 9 Months Ended May 31, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | **Commodity Prices (Dollars per bushel/ton/gallon)** | | | | | | Corn | $4.56 | $4.43 | $4.47 | $4.53 | | Soybeans | $10.30 | $11.81 | $10.19 | $12.32 | | Wheat | $5.28 | $6.08 | $5.47 | $5.88 | | Urea (dollars per ton) | $397.00 | $329.21 | $355.93 | $341.53 | | Urea ammonium nitrate (dollars per ton) | $326.95 | $256.07 | $267.40 | $249.35 | | Ethanol (dollars per gallon) | $1.73 | $1.67 | $1.68 | $1.81 | | **Volumes (Thousands of bushels/tons/gallons)** | | | | | | Grain and oilseed | 604,009 | 540,067 | 1,805,800 | 1,744,161 | | North American grain and oilseed port throughput | 190,979 | 147,167 | 576,610 | 523,683 | | Wholesale crop nutrients | 2,316 | 2,196 | 5,802 | 5,606 | | Ethanol | 138,254 | 140,791 | 418,266 | 574,207 | [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance for the three and nine months ended May 31, 2025 and 2024 | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $9,766,421 | $9,608,983 | $157,438 | 1.6% | | Gross profit | $329,811 | $467,795 | $(137,984) | -29.5% | | Operating earnings | $70,961 | $151,360 | $(80,399) | -53.1% | | Income before income taxes | $258,855 | $309,868 | $(51,013) | -16.5% | | Net income attributable to CHS Inc. | $232,184 | $297,274 | $(65,090) | -21.9% | [Three Months Ended May 31, 2025 and 2024](index=36&type=section&id=Three%20Months%20Ended%20May%2031,%202025%20and%202024) Compares the company's financial results for the three-month periods ended May 31, 2025 and 2024 [Energy Segment IBIT (3 Months)](index=38&type=section&id=Energy%20Segment%20IBIT%20(3%20Months)) Analyzes the Energy segment's income before income taxes for the three-month period, highlighting key drivers of change | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | (Loss) income before income taxes | $(50,088) | $97,850 | $(147,938) | -151.2% | - **Decreased IBIT by $118.4 million** due to **reduced sales mix of higher-margin produced refined fuels products** (due to **planned major maintenance at McPherson refinery**) relative to lower-margin purchased products[129](index=129&type=chunk) - **Higher costs for RINs** in refined fuels business **decreased IBIT by $32.6 million**[129](index=129&type=chunk) [Ag Segment IBIT (3 Months)](index=40&type=section&id=Ag%20Segment%20IBIT%20(3%20Months)) Analyzes the Ag segment's income before income taxes for the three-month period, highlighting key drivers of change | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Income before income taxes | $151,040 | $108,535 | $42,505 | 39.2% | - **Increased IBIT by $76.5 million** due to **higher volumes and margins** of wholesale and retail agronomy products, driven by **favorable market conditions**[136](index=136&type=chunk) - **Decreased IBIT by $45.2 million** due to **decreased margins** for grain and oilseed and oilseed processing product categories, primarily from **timing of mark-to-market adjustments and market conditions**[136](index=136&type=chunk) [All Other Segments IBIT (3 Months)](index=40&type=section&id=All%20Other%20Segments%20IBIT%20(3%20Months)) Analyzes income before income taxes for Nitrogen Production and Corporate and Other segments for the three-month period | Segment | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Nitrogen Production IBIT | $54,610 | $52,366 | $2,244 | 4.3% | | Corporate and Other IBIT | $103,293 | $51,117 | $52,176 | 102.1% | **Key Insights:** * Nitrogen Production IBIT **increased slightly** due to higher equity income from **favorable urea market conditions**. Corporate and Other IBIT **significantly increased** due to a **gain on the sale of a business** by Ventura Foods[135](index=135&type=chunk) [Energy Segment Revenues (3 Months)](index=41&type=section&id=Energy%20Segment%20Revenues%20(3%20Months)) Analyzes the Energy segment's revenues for the three-month period, detailing factors influencing changes | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $1,785,749 | $2,067,178 | $(281,429) | -13.6% | - **Decreased revenues by $277.9 million** due to **lower selling prices** for refined fuels caused by **global market oversupply**[140](index=140&type=chunk) - Partially offset by a **$38.2 million increase in revenues** from **higher refined fuels volumes** due to **more favorable weather conditions**[140](index=140&type=chunk) [Ag Segment Revenues (3 Months)](index=43&type=section&id=Ag%20Segment%20Revenues%20(3%20Months)) Analyzes the Ag segment's revenues for the three-month period, detailing factors influencing changes | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $7,962,254 | $7,523,656 | $438,598 | 5.8% | - **Increased revenues by $538.5 million** from **higher grain and oilseed volumes** due to **lower prices**[148](index=148&type=chunk) - **Increased revenues by $392.4 million** from **higher wholesale and retail agronomy product volumes**, driven by the **WCAS acquisition and strategic initiatives**[148](index=148&type=chunk) - **Decreased revenues** due to **lower selling prices** across Ag segment product categories: **$295.5 million** for grain and oilseed, **$93.2 million** for oilseed processing, and **$81.1 million** for wholesale and retail agronomy products[148](index=148&type=chunk) [All Other Segments Revenues (3 Months)](index=43&type=section&id=All%20Other%20Segments%20Revenues%20(3%20Months)) Analyzes revenues for Nitrogen Production and Corporate and Other segments for the three-month period | Segment | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Corporate and Other revenues | $18,418 | $18,149 | $269 | 1.5% | **Key Insights:** * **No significant changes** to Corporate and Other revenues during the three months ended May 31, 2025, compared to the prior fiscal year[147](index=147&type=chunk) [Energy Segment COGS (3 Months)](index=44&type=section&id=Energy%20Segment%20COGS%20(3%20Months)) Analyzes the Energy segment's cost of goods sold for the three-month period, detailing factors influencing changes | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Cost of goods sold | $1,760,043 | $1,885,415 | $(125,372) | -6.6% | - **Decreased COGS by $116.8 million** for refined fuels due to **lower costs** from **global market oversupply**[152](index=152&type=chunk) - Partially offset by a **$34.7 million increase in COGS** from **higher refined fuels volumes** due to **more favorable weather conditions**[152](index=152&type=chunk) [Ag Segment COGS (3 Months)](index=46&type=section&id=Ag%20Segment%20COGS%20(3%20Months)) Analyzes the Ag segment's cost of goods sold for the three-month period, detailing factors influencing changes | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Cost of goods sold | $7,676,093 | $7,257,861 | $418,232 | 5.8% | - **Increased costs by $531.5 million** for grain and oilseed due to **higher demand from lower prices**[156](index=156&type=chunk) - **Increased costs by $333.7 million** for wholesale and retail agronomy products due to the **WCAS acquisition and strategic initiatives**[156](index=156&type=chunk) - **Decreased costs** across Ag segment product categories due to **global market conditions** and **lower commodity prices**: **$265.8 million** for grain and oilseed, **$77.6 million** for oilseed processing, and **$99.0 million** for wholesale and retail agronomy[156](index=156&type=chunk) [All Other Segments COGS (3 Months)](index=46&type=section&id=All%20Other%20Segments%20COGS%20(3%20Months)) Analyzes cost of goods sold for Nitrogen Production and Corporate and Other segments for the three-month period | Segment | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Nitrogen Production COGS | $424 | $430 | $(6) | -1.4% | | Corporate and Other COGS | $50 | $(2,518) | $2,568 | 102.0% | **Key Insights:** * **No significant dollar changes** in COGS for Nitrogen Production or Corporate and Other segments[155](index=155&type=chunk) [Marketing, General and Administrative Expenses (3 Months)](index=48&type=section&id=Marketing,%20General%20and%20Administrative%20Expenses%20(3%20Months)) Analyzes changes in marketing, general, and administrative expenses for the three-month period | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Marketing, general and administrative expenses | $258,850 | $316,435 | $(57,585) | -18.2% | **Key Insights:** * Marketing, general and administrative expenses **decreased primarily** due to lower performance-based incentive compensation, reflecting the company's **lower profitability**[157](index=157&type=chunk) [Interest Expense (3 Months)](index=48&type=section&id=Interest%20Expense%20(3%20Months)) Analyzes changes in interest expense for the three-month period, identifying key drivers | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :--------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Interest expense | $44,109 | $23,425 | $20,684 | 88.3% | **Key Insights:** * Interest expense **increased** due to a **higher short-term notes payable balance**[158](index=158&type=chunk) [Other Income (3 Months)](index=48&type=section&id=Other%20Income%20(3%20Months)) Analyzes changes in other income for the three-month period, identifying key drivers | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :----------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Other income | $27,398 | $29,934 | $(2,536) | -8.5% | **Key Insights:** * Other income **decreased primarily** due to lower interest income resulting from a **smaller cash balance**[159](index=159&type=chunk) [Equity Income from Investments (3 Months)](index=48&type=section&id=Equity%20Income%20from%20Investments%20(3%20Months)) Analyzes changes in equity income from investments for the three-month period, identifying key drivers | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Equity income from investments | $204,605 | $151,999 | $52,606 | 34.6% | **Key Insights:** * Equity income from investments **increased primarily** due to a **gain on the sale of a business** recognized by Ventura Foods[161](index=161&type=chunk) [Income Tax Expense (3 Months)](index=48&type=section&id=Income%20Tax%20Expense%20(3%20Months)) Analyzes changes in income tax expense and effective tax rate for the three-month period | Metric | 3 Months Ended May 31, 2025 (Thousands) | 3 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :----------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Income tax expense | $27,175 | $12,613 | $14,562 | 115.5% | | Effective tax rate | 10.5% | 4.1% | 6.4% | 156.1% | **Key Insights:** * **Increased income tax expense** was primarily due to a **change in state law** **reducing future utilization of state income tax credits**[162](index=162&type=chunk) [Nine Months Ended May 31, 2025 and 2024](index=49&type=section&id=Nine%20Months%20Ended%20May%2031,%202025%20and%202024) Compares the company's financial results for the nine-month periods ended May 31, 2025 and 2024 | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $26,856,724 | $30,087,121 | $(3,230,397) | -10.7% | | Gross profit | $806,802 | $1,478,637 | $(671,835) | -45.4% | | Operating (loss) earnings | $36,834 | $611,916 | $(575,082) | -94.0% | | Income before income taxes | $432,980 | $1,012,372 | $(579,392) | -57.2% | | Net income attributable to CHS Inc. | $401,220 | $990,504 | $(589,284) | -59.5% | [Energy Segment IBIT (9 Months)](index=51&type=section&id=Energy%20Segment%20IBIT%20(9%20Months)) Analyzes the Energy segment's income before income taxes for the nine-month period, highlighting key drivers of change | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | (Loss) income before income taxes | $(113,794) | $416,264 | $(530,058) | -127.3% | - **Decreased IBIT by $366.0 million** due to **significantly lower crack spreads and WCS crude oil discounts** from **less favorable global market conditions**[173](index=173&type=chunk) - **Decreased IBIT by $93.5 million** due to **reduced sales mix of higher-margin produced refined fuels products** (due to **planned major maintenance at McPherson refinery**)[173](index=173&type=chunk) - **Lower margins for refined fuels and propane** contributed to **$37.5 million and $10.9 million decreased IBIT**, respectively, due to **hedging-related impacts and global market conditions**[173](index=173&type=chunk) [Ag Segment IBIT (9 Months)](index=53&type=section&id=Ag%20Segment%20IBIT%20(9%20Months)) Analyzes the Ag segment's income before income taxes for the nine-month period, highlighting key drivers of change | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Income before income taxes | $272,140 | $335,106 | $(62,966) | -18.8% | - **Decreased IBIT by $87.6 million** due to **lower margins for oilseed processing products**, driven by **higher global supply of soybean and canola meal and oil**[180](index=180&type=chunk) - **Decreased IBIT by $82.3 million** due to **lower margins for grain and oilseed products**, primarily from **unfavorable market conditions in Europe and South America**[180](index=180&type=chunk) - **Increased IBIT by $46.2 million** due to **increased margins for certain wholesale and retail agronomy products**[180](index=180&type=chunk) [All Other Segments IBIT (9 Months)](index=53&type=section&id=All%20Other%20Segments%20IBIT%20(9%20Months)) Analyzes income before income taxes for Nitrogen Production and Corporate and Other segments for the nine-month period | Segment | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Nitrogen Production IBIT | $100,195 | $125,834 | $(25,639) | -20.4% | | Corporate and Other IBIT | $174,439 | $135,168 | $39,271 | 29.1% | **Key Insights:** * Nitrogen Production IBIT decreased due to lower equity income from higher natural gas input costs, partially offset by favorable urea market conditions. Corporate and Other IBIT increased significantly due to a gain on the sale of a business by Ventura Foods[179](index=179&type=chunk) [Energy Segment Revenues (9 Months)](index=54&type=section&id=Energy%20Segment%20Revenues%20(9%20Months)) Analyzes the Energy segment's revenues for the nine-month period, detailing factors influencing changes | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $5,608,148 | $6,541,840 | $(933,692) | -14.3% | - **Decreased revenues by $929.4 million** due to **lower selling prices for refined fuels** from **global market conditions**[184](index=184&type=chunk) - Partially offset by a **$28.9 million increase in revenues** from **higher propane selling prices** and a **$32.1 million increase** from **higher refined fuels volumes**, both driven by **more favorable weather conditions**[184](index=184&type=chunk) [Ag Segment Revenues (9 Months)](index=56&type=section&id=Ag%20Segment%20Revenues%20(9%20Months)) Analyzes the Ag segment's revenues for the nine-month period, detailing factors influencing changes | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Revenues | $21,189,835 | $23,486,932 | $(2,297,097) | -9.8% | - **Decreased revenues** across most Ag segment product categories due to **global market conditions** and **lower selling prices**: **$2.3 billion** for grain and oilseed, **$377.5 million** for oilseed processing, **$172.5 million** for wholesale and retail agronomy, and **$86.0 million** for renewable fuels[190](index=190&type=chunk) - Partially offset by a **$564.8 million increase in revenues** from **higher grain and oilseed volumes** due to **lower prices**[190](index=190&type=chunk) [All Other Segments Revenues (9 Months)](index=56&type=section&id=All%20Other%20Segments%20Revenues%20(9%20Months)) Analyzes revenues for Nitrogen Production and Corporate and Other segments for the nine-month period | Segment | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Corporate and Other revenues | $58,741 | $58,349 | $392 | 0.7% | **Key Insights:** * **No significant changes** to Corporate and Other revenues during the nine months ended May 31, 2025, compared to the prior fiscal year[189](index=189&type=chunk) [Energy Segment COGS (9 Months)](index=57&type=section&id=Energy%20Segment%20COGS%20(9%20Months)) Analyzes the Energy segment's cost of goods sold for the nine-month period, detailing factors influencing changes | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Cost of goods sold | $5,506,244 | $5,904,110 | $(397,866) | -6.7% | - **Decreased COGS by $391.5 million** for refined fuels due to **lower costs** from **global market conditions**[193](index=193&type=chunk) - Partially offset by a **$36.1 million increase in COGS for propane** and a **$28.9 million increase for refined fuels volumes**, both driven by **more favorable weather conditions**[193](index=193&type=chunk) [Ag Segment COGS (9 Months)](index=59&type=section&id=Ag%20Segment%20COGS%20(9%20Months)) Analyzes the Ag segment's cost of goods sold for the nine-month period, detailing factors influencing changes | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :---------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Cost of goods sold | $20,542,339 | $22,710,005 | $(2,167,666) | -9.5% | - **Decreased costs** across most Ag segment product categories due to **global market conditions**: **$2.3 billion** for grain and oilseed, **$289.8 million** for oilseed processing, **$178.8 million** for wholesale and retail agronomy, and **$78.4 million** for renewable fuels[198](index=198&type=chunk) - Partially offset by a **$557.1 million increase in COGS** for grain and oilseed due to **higher demand from lower prices**[198](index=198&type=chunk) [All Other Segments COGS (9 Months)](index=59&type=section&id=All%20Other%20Segments%20COGS%20(9%20Months)) Analyzes cost of goods sold for Nitrogen Production and Corporate and Other segments for the nine-month period | Segment | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Nitrogen Production COGS | $1,258 | $1,261 | $(3) | -0.2% | | Corporate and Other COGS | $81 | $(6,892) | $6,973 | 101.2% | **Key Insights:** * **No significant dollar changes** in COGS for Nitrogen Production or Corporate and Other segments[197](index=197&type=chunk) [Marketing, General and Administrative Expenses (9 Months)](index=61&type=section&id=Marketing,%20General%20and%20Administrative%20Expenses%20(9%20Months)) Analyzes changes in marketing, general, and administrative expenses for the nine-month period | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Marketing, general and administrative expenses | $769,968 | $866,721 | $(96,753) | -11.2% | **Key Insights:** * Marketing, general and administrative expenses **decreased primarily** due to lower performance-based incentive compensation, reflecting the company's **lower profitability**[199](index=199&type=chunk) [Interest Expense (9 Months)](index=61&type=section&id=Interest%20Expense%20(9%20Months)) Analyzes changes in interest expense for the nine-month period, identifying key drivers | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :--------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Interest expense | $96,962 | $78,513 | $18,449 | 23.5% | **Key Insights:** * Interest expense **increased** due to a **higher short-term notes payable balance**[200](index=200&type=chunk) [Other Income (9 Months)](index=61&type=section&id=Other%20Income%20(9%20Months)) Analyzes changes in other income for the nine-month period, identifying key drivers | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :----------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Other income | $74,138 | $105,802 | $(31,664) | -29.9% | **Key Insights:** * Other income **decreased primarily** due to lower interest income resulting from a **smaller cash balance**[201](index=201&type=chunk) [Equity Income from Investments (9 Months)](index=61&type=section&id=Equity%20Income%20from%20Investments%20(9%20Months)) Analyzes changes in equity income from investments for the nine-month period, identifying key drivers | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :-------------------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Equity income from investments | $418,970 | $373,167 | $45,803 | 12.3% | **Key Insights:** * Equity income from investments **increased primarily** due to a **gain on the sale of a business** recognized by Ventura Foods[203](index=203&type=chunk) [Income Tax Expense (9 Months)](index=61&type=section&id=Income%20Tax%20Expense%20(9%20Months)) Analyzes changes in income tax expense and effective tax rate for the nine-month period | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | % Change | | :----------------- | :------------------------------------ | :------------------------------------ | :----------------- | :------- | | Income tax expense | $31,710 | $21,416 | $10,294 | 48.1% | | Effective tax rate | 7.3% | 2.1% | 5.2% | 247.6% | **Key Insights:** * **Increased income tax expense** was primarily due to a **reduction in research and development tax credits**, a **change in state law**, and the **impact of equity management assumptions**[204](index=204&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's financial liquidity, capital structure, and resource management strategies | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | | :-------------------------------- | :----------------------- | :------------------------ | | Cash and cash equivalents | $323,862 | $794,865 | | Notes payable | $1,849,828 | $306,831 | | Long-term debt including current maturities | $2,016,147 | $2,161,460 | | Total equities | $10,788,261 | $10,761,924 | | Working capital | $2,566,778 | $3,307,969 | | Current ratio | 1.4 | 1.6 | **Key Insights:** * The company believes its cash from operations and available borrowing capacity will be **sufficient** for short-term and long-term needs. It was **in compliance with all debt covenants** as of May 31, 2025, and expects continued compliance for fiscal 2025[209](index=209&type=chunk) [Summary of Our Major Sources of Cash and Cash Equivalents](index=62&type=section&id=Summary%20of%20Our%20Major%20Sources%20of%20Cash%20and%20Cash%20Equivalents) Outlines the primary sources of cash and cash equivalents used to fund operations and capital needs - Current operations are primarily funded by **cash flows from operations** and **short-term borrowings** via committed and uncommitted revolving credit facilities, including securitization and repurchase facilities. Long-term capital needs, mainly for property, plant, and equipment acquisitions, are funded by operating cash flows and long-term debt. The 10-year term loan facility was amended to a converting revolver feature[206](index=206&type=chunk) [Summary of Our Major Uses of Cash and Cash Equivalents](index=62&type=section&id=Summary%20of%20Our%20Major%20Uses%20of%20Cash%20and%20Cash%20Equivalents) Details the significant expenditures and cash outflows for capital investments, acquisitions, and shareholder distributions - Expected total capital expenditures for fiscal 2025 are **approximately $735.4 million** (vs. **$808.8 million in FY2024**). **$533.5 million acquired** in property, plant, and equipment during the nine months ended May 31, 2025[207](index=207&type=chunk)[208](index=208&type=chunk) - **Acquired West Central Ag Services (WCAS)** for an **estimated cash purchase price of $322.1 million**[207](index=207&type=chunk)[208](index=208&type=chunk) - **Major maintenance expenditures were $274.1 million** during the nine months ended May 31, 2025, **significantly up from $22.7 million in fiscal 2024**, due to the **McPherson refinery turnaround**[207](index=207&type=chunk)[208](index=208&type=chunk) - **Expected long-term debt and finance lease obligation repayments of $339.6 million** and **interest payments of $101.7 million** for fiscal 2025. **$158.5 million of scheduled debt repaid** during the nine months[207](index=207&type=chunk)[208](index=208&type=chunk) - **Expected preferred stock dividends of $168.7 million** for fiscal 2025. **$126.5 million paid** during the nine months[207](index=207&type=chunk)[208](index=208&type=chunk) - **Authorized $300.0 million of fiscal 2024 patronage refunds** to be paid in fiscal 2025. **$300.3 million distributed** during the nine months[207](index=207&type=chunk)[208](index=208&type=chunk) - **Authorized $300.0 million of equity redemptions** for fiscal 2025. **$271.0 million redeemed** during the nine months[207](index=207&type=chunk)[208](index=208&type=chunk) [Working Capital](index=63&type=section&id=Working%20Capital) Analyzes the company's working capital position and its components, highlighting changes over time | Metric | May 31, 2025 (Thousands) | August 31, 2024 (Thousands) | Change (Thousands) | | :--------------- | :----------------------- | :------------------------ | :----------------- | | Current assets | $8,927,147 | $8,708,783 | $218,364 | | Current liabilities | $6,360,369 | $5,400,814 | $959,555 | | **Working capital** | **$2,566,778** | **$3,307,969** | **$(741,191)** | **Key Insights:** * **Working capital decreased by $741.2 million**, primarily due to a **$959.6 million increase in current liabilities** (driven by notes payable and seasonality) partially offset by a **$218.4 million increase in current assets** (driven by receivables and inventories and seasonality)[210](index=210&type=chunk) [Contractual Obligations](index=63&type=section&id=Contractual%20Obligations) Summarizes the company's material contractual obligations and any changes from prior disclosures - **No material changes** to contractual obligations occurred during the nine months ended May 31, 2025, from those disclosed in the Annual Report on Form 10-K for the year ended August 31, 2024[212](index=212&type=chunk) [Cash Flows](index=63&type=section&id=Cash%20Flows) Analyzes the company's cash flow performance across operating, investing, and financing activities | Metric | 9 Months Ended May 31, 2025 (Thousands) | 9 Months Ended May 31, 2024 (Thousands) | Change (Thousands) | | :------------------------------------------ | :------------------------------------ | :------------------------------------ | :----------------- | | Net cash (used in) provided by operating activities | $(635,272) | $159,733 | $(795,005) | | Net cash used in investing activities | $(552,160) | $(519,472) | $(32,688) | | Net cash provided by (used in) financing activities | $724,692 | $(1,095,558) | $1,820,250 | | Decrease in cash and cash equivalents and restric