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What changed in CHS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CHS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+252 added−255 removedSource: 10-K (2025-11-05) vs 10-K (2024-11-06)

Top changes in CHS INC's 2025 10-K

252 paragraphs added · 255 removed · 204 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese customers include member and nonmember producers, member cooperatives, elevators, grain dealers, grain processors and crop nutrient and crop protection retailers. We sell our edible soy and canola oils and soyflour to food companies and our inedible oils may be sold to energy companies.
Biggest changeWe sell our edible soy and canola oils and soyflour to food companies and our inedible oils may be sold to energy companies. The soybean meal and canola meal we produce is sold to integrated livestock producers and feed mills. The ethanol and DDGS we produce are sold throughout the United States and to international customers.
As a cooperative, we are owned by farmers and ranchers and member cooperatives (referred to herein as "members") across the United States. We also have preferred shareholders who own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC.
As a cooperative, we are owned by farmers and ranchers and member cooperatives (referred to herein as "members") across the United States. We also have preferred shareholders who own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC ("Nasdaq").
Our periodic and current reports on Form 10-K, 10-Q, 8-K and other filings, including exhibits and supplemental schedules filed therewith, and amendments to those reports, filed with the Securities and Exchange Commission ("SEC") are available on our website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC, free of charge.
Our periodic and current reports on Form 10-K, 10-Q, 8-K and other filings, including exhibits and supplemental schedules filed therewith, and amendments to those reports, filed with the Securities and Exchange Commission ("SEC") are available on our website free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials.
These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials.
CF Nitrogen competes primarily on delivered price and, to a lesser extent, on customer service and product quality. CF Nitrogen competes domestically with large companies in the fertilizer industry. There is also significant competition from products sourced from other regions of the world. CORPORATE AND OTHER CHS Capital .
CF Nitrogen competes primarily on delivered price and, to a lesser extent, on customer service and product quality. CF Nitrogen competes domestically with large companies in the fertilizer industry. There also is significant competition from products sourced from other regions of the world. CORPORATE AND OTHER CHS Capital .
Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment's operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the U.S. Environmental Protection Agency ("EPA"), the U.S. Department of Transportation ("DOT"), the U.S.
Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the U.S. Environmental Protection Agency ("EPA"), the U.S. Department of Transportation ("DOT"), the U.S.
A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those equity investments and joint ventures is included as a component of our net income using the equity method of accounting.
A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, our share of the income or loss from those equity investments and joint ventures is included as a component of our net income using the equity method of accounting.
As required under our bylaws and Minnesota cooperative law, our earnings from cooperative business are required to be allocated to our members and to a limited extent to nonmembers with which we have agreed to do business on a patronage basis based on the volume of business they do with us.
As required under our bylaws and Minnesota cooperative law, our earnings from cooperative business are allocated to our members and to a limited extent to nonmembers with which we have agreed to do business on a patronage basis based on the volume of business they do with us.
We value our employees and believe that employee passion for our work and employee engagement are key elements of our operating performance. Inclusion and diversity . The CHS value of inclusion compels us to create a work environment where excellence and growth stem from diverse thinking.
We value our employees and believe that employee passion for our work and employee engagement are key elements of our operating performance. Inclusion . The CHS value of inclusion compels us to create a work environment where excellence and growth stem from diverse thinking.
On August 31, 2024, our investment was approximately $2.5 billion. See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. We believe our investment in CF Nitrogen positions CHS and our members for long-term, dependable fertilizer supply, supply chain efficiency and production economics.
On August 31, 2025, our investment was approximately $2.5 billion. See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. We believe our investment in CF Nitrogen positions CHS and our members for long-term, dependable fertilizer supply, supply chain efficiency and production economics.
Our Energy segment processes crude oil into refined petroleum products at our refineries in Laurel, Montana, and McPherson, Kansas, and sells those products under the Cenex ® brand to member cooperatives and other independent retailers through a network of nearly 1,250 sites, the majority of which are convenience stores marketing Cenex brand fuels and owned by our member cooperatives.
Our Energy segment processes crude oil into refined petroleum products at our refineries in Laurel, Montana, and McPherson, Kansas, and sells those products under the Cenex ® brand to member cooperatives and other independent retailers through a network of nearly 1,200 sites, the majority of which are convenience stores marketing Cenex brand fuels and owned by our member cooperatives.
Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex brand. We sold approximately 1.5 billion gallons of gasoline and approximately 1.7 billion gallons of diesel fuel in fiscal 2024. We also blend, package and wholesale auto and farm equipment lubricants to members and nonmembers.
Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex brand. We sold approximately 1.5 billion gallons of gasoline and approximately 1.7 billion gallons of diesel fuel in fiscal 2025. We also blend, package and wholesale auto and farm equipment lubricants to members and nonmembers.
We compete with other large distributors of agricultural products, as well as with regional or local distributors, cooperatives, retailers and manufacturers. NITROGEN PRODUCTION Overview Our Nitrogen Production segment consists of our approximate 8.4% membership interest (based on product tons) in CF Nitrogen, our strategic venture with CF Industries Holdings, Inc. ("CF Industries"), and allocated expenses.
We compete with other large distributors of agricultural products, as well as with regional or local distributors, cooperatives, retailers and manufacturers. NITROGEN PRODUCTION Overview Our Nitrogen Production segment consists of our approximate 8.38% membership interest (based on product tons) in CF Nitrogen, our strategic venture with CF Industries Holdings, Inc. ("CF Industries"), and allocated expenses.
See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. 6 Table of Contents HUMAN CAPITAL RESOURCES Our human capital resources objectives include identifying, attracting, retaining, developing, incentivizing and onboarding our current and new employees.
See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. HUMAN CAPITAL RESOURCES Our human capital resources objectives include identifying, attracting, retaining, developing, incentivizing and onboarding our current and new employees.
As a cooperative, we are committed to making a measurable impact in our communities through our giving investments. In addition to our charitable foundation and annual giving campaign, which provide financial support to our communities, eligible employees also receive paid time off to make a difference in our communities through volunteer activities.
Community involvement . As a cooperative, we are committed to making a measurable impact in our communities through our giving investments. In addition to our charitable foundation and annual giving campaign, which provide financial support to our communities, eligible employees also receive paid time off to make a difference in our communities through volunteer activities.
Oilseed processing is conducted at facilities that crush approximately 144 million bushels of soybeans and canola on an annual basis, producing approximately 3 million short tons of meal and flour and 1.9 billion pounds of edible and inedible oil annually.
Oilseed processing is conducted at facilities that crush approximately 147 million bushels of soybeans and canola on an annual basis, producing approximately 3.1 million short tons of meal and flour and 1.9 billion pounds of edible and inedible oil annually.
Another geographic region includes Colorado, Idaho, Montana, western North Dakota, western South Dakota, Utah and Wyoming. Competition at the wholesale level in this region includes the major oil companies and independent refiners. The fifth region includes much of Oregon and Washington.
The fourth geographic region includes Colorado, Idaho, Montana, western North Dakota, western South Dakota, Utah and Wyoming. Competition at the wholesale level in this region includes the major oil companies and independent refiners. The fifth region includes much of Oregon and Washington.
Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered, CFTC-regulated futures commission merchant ("FCM") and a clearing member of the CBOT, CME, NYMEX and MGEX. CHS Hedging provides consulting services and commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets.
Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered, CFTC-regulated futures commission merchant ("FCM") and a clearing member of the CBOT, CME, NYMEX and MIAX. CHS Hedging provides commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets.
Sales and Marketing: Customers CF Nitrogen has three customers, which are CHS and two consolidated subsidiaries of CF Industries. Industry: Competition Regulation . CF Nitrogen is subject to laws and related regulations and rules designed to protect the environment administered by the EPA and similar government agencies.
Sales and Marketing: Customers CF Nitrogen has three customers, which are CHS and two consolidated subsidiaries of CF Industries. 5 Table of Contents Industry: Competition Regulation . CF Nitrogen is subject to laws and related regulations and rules designed to protect the environment administered by the EPA and similar government agencies.
In addition, the ability to source products from CF Nitrogen production facilities under our supply agreement benefits our members and customers through strategically positioned access to essential fertilizer products. 5 Table of Contents Operations CF Nitrogen has six production facilities located in Donaldsonville, Louisiana; Port Neal, Iowa; Medicine Hat, Alberta, Canada; Yazoo City, Mississippi; and Woodward and Verdigris, Oklahoma.
In addition, the ability to source products from CF Nitrogen production facilities under our supply agreement benefits our members and customers through strategically positioned access to essential fertilizer products. Operations CF Nitrogen has six production facilities located in Donaldsonville, Louisiana; Port Neal, Iowa; Medicine Hat, Alberta, Canada; Yazoo City, Mississippi; and Woodward and Verdigris, Oklahoma.
We account for our investment in Ventura Foods using the equity method of accounting, and the investment balance was equal to $511.2 million on August 31, 2024. See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. Wheat milling.
We account for our investment in Ventura Foods using the equity method of accounting, and the investment balance was equal to $527.2 million on August 31, 2025. See Note 6, Investments , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information. Wheat milling.
Purchased grain is typically contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitating its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products.
Purchased grain is typically 3 Table of Contents contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitating its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products.
In addition to those individuals directly employed by us, many individuals work for or support our joint ventures, including CF Nitrogen in our Nitrogen Production segment and Ventura Foods and Ardent Mills in our Corporate and Other category, and are not included in these totals.
In addition to those individuals directly employed by us, many individuals work for or support our joint ventures, including CF Nitrogen in our Nitrogen Production segment and Ventura 6 Table of Contents Foods and Ardent Mills in our Corporate and Other category, and are not included in these totals.
Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities.
Demand may be affected by foreign governments and their programs, relationships of foreign 4 Table of Contents countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities.
The hedging transactions and activities of our global grain and processing and ag retail businesses are subject to the rules and regulations of the exchanges we use and to the governing bodies, such as the CME, the Chicago Board of Trade ("CBOT"), the Minneapolis Grain Exchange ("MGEX") and the CFTC. Competition.
The hedging transactions and activities of our global grain and processing and ag retail businesses are subject to the rules and regulations of the exchanges we use and to the governing bodies, such as the CME, the Chicago Board of Trade ("CBOT"), the MIAX Futures Exchange ("MIAX") and the CFTC. Competition.
We purchase oilseeds to be processed from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and ag retail business. Our renewable fuels business produces 261 million gallons of fuel-grade ethanol, 70 million pounds of inedible corn oil and 658,000 tons of dried distillers grains with solubles ("DDGS") annually.
We purchase oilseeds to be processed from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and ag retail business. Our renewable fuels business annually produces 267 million gallons of fuel-grade ethanol, 71 million pounds of inedible corn oil and 645,000 tons of dried distillers grains with solubles ("DDGS").
These businesses work together to facilitate production, purchase, sale and eventual use of grain and other agricultural products within the United States and internationally. In fiscal 2024, revenues in our Ag segment were $30.4 billion after elimination of intersegment revenues. Operations Global grain and processing. We are the nation's largest cooperative marketer of grain and oilseed based on grain sales.
These businesses work together to facilitate production, purchase, sale and eventual use of grain and other agricultural products within the United States and internationally. In fiscal 2025, revenues in our Ag segment were $27.7 billion after elimination of intersegment revenues. Operations Global grain and processing. We are the nation's largest cooperative marketer of grain and oilseed based on grain sales.
For fiscal 2024, our Energy revenues, after elimination of intersegment revenues, were $8.8 billion and were primarily from gasoline, diesel fuel and propane. Operations Laurel refinery. Our Laurel, Montana, refinery processes medium- and high-sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, asphalt and petroleum coke.
For fiscal 2025, our Energy revenues, after elimination of intersegment revenues, were $7.6 billion and were primarily from gasoline, diesel fuel and propane. Operations Laurel refinery. Our Laurel, Montana, refinery processes medium- and high-sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, asphalt and petroleum coke.
Our McPherson, Kansas, refinery processes approximately 58% low- and medium-sulfur crude oil and approximately 42% heavy-sulfur crude oil into gasoline, diesel fuel and other distillates, petroleum coke and other products. The refinery sources its crude oil through its own pipelines, as well as through joint venture and common carrier pipelines.
Our McPherson, Kansas, refinery processes approximately 60% low- and medium-sulfur crude oil and approximately 40% heavy-high-sulfur crude oil into gasoline, diesel fuel and other distillates, petroleum coke and other products. The refinery sources its crude oil through its own pipelines, as well as through joint venture and common carrier pipelines.
We also maintain locations in Europe, the Middle East, the Pacific Rim and South America for marketing, merchandising and/or sourcing grains and crop nutrients.
We also maintain locations in Europe, the Pacific Rim, Latin America and South America for marketing, merchandising and/or sourcing grains and crop nutrients.
The percentage of refined petroleum products that we obtain from third parties is dependent on refinery production volumes and will vary from year to year, primarily based on our planned major maintenance schedule. Sales and Marketing: Customers We market approximately 76% of our refined fuel products to members, with the balance sold to nonmembers.
The percentage of refined petroleum products we obtain from third parties is dependent on refinery production volumes and varies from year to year, primarily based on our planned major maintenance schedule. Sales and Marketing: Customers We market approximately 75% of our refined fuel products to members, with the balance sold to nonmembers.
Our other business operations, primarily our financing and hedging businesses, are included in Corporate and Other because of the nature of their products and services, as well as the relative amount of revenues from those businesses.
Our other business operations, primarily our financing and hedging businesses, are included in Corporate and Other because of the nature of their products and services, as well as the relative amounts of revenue from those businesses.
We hold a 12% interest in Ardent Mills and account for our investment as an equity method investment due to our ability to exercise significant influence by appointing a member of the board of shareholders and board of managers of Ardent Mills. On August 31, 2024, our investment in Ardent Mills was $234.0 million.
We hold a 12% interest in Ardent Mills and account for our investment as an equity method investment due to our ability to exercise significant influence by appointing a member of the board of shareholders and board of managers of Ardent Mills. On August 31, 2025, our investment in Ardent Mills was $237.1 million.
In addition to offering competitive compensation that includes annual variable pay linked to company and individual employee performance, we also offer a wide array of benefits programs that include health insurance and wellness benefits; retirement benefits, including a company-matched 401(k) contribution and a pension for qualifying employees; paid time off and family leave; and employee assistance programs, including adoption assistance.
In addition to offering competitive compensation that includes annual variable pay linked to company and individual employee performance, we also offer a wide array of benefits programs for qualifying employees that include health insurance and wellness benefits; retirement benefits, including a company-matched 401(k) contribution, profit sharing and a pension; paid time off and paid leaves; adoption assistance; and employee assistance programs, including an employee support fund.
Renewable fuels produced by our production plants are marketed by our global grain marketing business, along with more than 450 million gallons of ethanol and 5 million tons of DDGS annually under marketing agreements with ethanol production plants. Ag retail. Our ag retail business operates 420 agri-operations locations through 27 business units dispersed throughout the midwestern and western United States.
Renewable fuels produced by our production plants are marketed by our global grain business, along with more than 300 million gallons of ethanol and 5.1 million tons of DDGS annually under marketing agreements with ethanol production plants. Ag retail. Our ag retail business operates approximately 400 agri-operations locations through 28 business units dispersed throughout the midwestern and western United States.
Our Laurel refinery sources approximately 95% of its crude oil supply from Canada, with the remaining balance obtained from domestic sources, and we have access to Canadian and northwest Montana crude oil through our wholly-owned Front Range Pipeline, LLC, and other common carrier pipelines.
Our Laurel refinery sources approximately 96% of its crude oil supply from Canada, with the remaining balance obtained from domestic sources. We have access to Canadian and northwest Montana crude oil through our wholly-owned Front Range Pipeline, LLC, and other common carrier pipelines. Our Laurel refinery also has access to Wyoming crude oil via common carrier pipelines from the south.
CHS AUTHORIZED CAPITAL We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and nonmember patrons.
CHS AUTHORIZED CAPITAL We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and nonmember patrons. 7 Table of Contents
Low- and medium-sulfur crude oil is sourced from Kansas, Colorado, North Dakota, Oklahoma and Texas, and heavy-sulfur crude oil is sourced from Canada and Wyoming. Our McPherson refinery processes approximately 114,000 barrels of crude oil per day to produce refined products that consist of approximately 49% gasoline, 45% diesel fuel and other distillates, 5% petroleum coke and 1% other products.
Low- and medium-sulfur crude oil is sourced from Kansas, Colorado, North Dakota, Oklahoma and Texas, and heavy-high-sulfur crude oil is sourced from Canada and Wyoming. Our McPherson refinery processes approximately 115,000 barrels of crude oil per day to produce refined products that consist of approximately 50% gasoline, 43% diesel fuel and other distillates, 5% petroleum coke and 2% other products.
As of August 31, 2024, we had 11 collective bargaining agreements with unions covering approximately 8% of our employees in the United States and expiring on various dates through May 31, 2027. We believe our relations with our employees are strong.
As of August 31, 2025, we had 11 collective bargaining agreements with unions covering approximately 8% of our employees in the United States and expiring on various dates through February 29, 2028. We believe our relations with our employees are strong.
For the year ended August 31, 2024, our total revenues were $39.3 billion and net income attributable to CHS was $1.1 billion. We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products.
For the year ended August 31, 2025, our total revenues were $35.5 billion and net income attributable to CHS was $597.9 million. We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products.
In addition to selling products refined at our Laurel and McPherson refineries, we purchase refined petroleum products from third parties as the need arises. For fiscal 2024, we produced approximately 81% of the refined petroleum products we sold at our Laurel and McPherson refineries and obtained approximately 19% from third parties.
In addition to selling products refined at our Laurel and McPherson refineries, we purchase refined petroleum products from third parties as the need arises. For fiscal 2025, approximately 75% of the refined petroleum products we sold were produced at our Laurel and McPherson refineries and approximately 25% were obtained from third parties.
These products are loaded into trucks at the McPherson refinery or shipped via common carrier pipelines to other markets. Other energy operations . We operate nine propane terminals, four asphalt terminals, eight refined product terminals and two lubricants blending and packaging facilities.
These products are loaded into trucks at the McPherson refinery or shipped via common carrier pipelines to other markets. Other energy operations . We operate 10 refined product terminals, nine propane terminals, three asphalt terminals and one lubricants blending and packaging facility.
We compete with the major oil companies in this region, which is known for volatile prices and an active spot market. 3 Table of Contents AG Overview Our Ag segment includes global grain and processing, ag retail (formerly referred to as country operations) and wholesale agronomy businesses.
We compete with the major oil companies in this region, which is known for volatile prices and an active spot market. AG Overview Our Ag segment includes global grain and processing, ag retail and wholesale agronomy businesses.
During fiscal 2024, our Occupational Safety and Health Administration ("OSHA") incident rate was 2.7 incidents per 100 full-time workers, as compared to an average of 2.9 incidents per 100 full-time workers during the three previous years, a reduction of 8%.
During fiscal 2025, our Occupational Safety and Health Administration ("OSHA") incident rate was 2.7 incidents per 100 full-time workers, as compared to an average of 2.9 incidents per 100 full-time workers during the three previous years, a reduction of 8%. Additionally, our lost-time injury rate was 1.0 incidents per 100 full-time workers, in line with our three-year average.
During fiscal 2024, we gave approximately $7.3 million in charitable donations through our charitable foundation and corporate giving activities. 7 Table of Contents Compensation and benefits . We have designed our compensation and benefits programs to attract and retain qualified employees and to motivate employees to optimize member-owner returns and to achieve our short- and long-term strategies.
During fiscal 2025, we gave approximately $8.7 million in charitable donations through our charitable foundation, corporate giving activities, and employee volunteer time-off program. Compensation and benefits . We have designed our compensation and benefits programs to attract and retain qualified employees and to motivate employees to optimize member-owner returns and to achieve our short- and long-term strategies.
Our Laurel refinery also has access to Wyoming crude oil via common carrier pipelines from the south. Our Laurel refinery processes approximately 65,000 barrels of crude oil per day to produce refined products that consist of approximately 38% gasoline, 43% diesel fuel and other distillates, 12% asphalt, 6% petroleum coke and 1% other products.
Our Laurel refinery processes approximately 65,000 barrels of crude oil per day to produce refined products that consist of approximately 38% gasoline, 43% diesel fuel and other distillates, 12% asphalt, 6% petroleum coke and 1% other products.
Our origins date back to the early 1930s with the founding of our predecessor companies, Cenex, Inc., and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of those two entities in 1998 and is headquartered in Inver Grove Heights, Minnesota. Our internet address is www.chsinc.com.
Our origins date back to the late 1920s with the founding of our predecessor companies, which became Cenex, Inc., and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of Cenex and Harvest States Cooperative in 1998 and is headquartered in Inver Grove Heights, Minnesota. Our website address is www.chsinc.com.
On August 31, 2024, we had 10,730 full-time, part-time, temporary and seasonal employees, primarily in the United States. Of that total, 2,426 were employed in our Energy segment, 5,859 were employed in our Ag segment and 2,445 were employed in Corporate and Other.
On August 31, 2025, we had 10,683 full-time, part-time, temporary and seasonal employees, primarily in the United States. Of that total, 2,047 were employed in our Energy segment, 5,604 were employed in our Ag segment and 3,032 were employed in Corporate and Other.
We also buy and merchandise grain in both domestic and international markets. With a portion of the grain we purchase, we produce renewable fuels, including ethanol, and DDGS.
We also buy and merchandise grain in both domestic and international markets. With a portion of the grain we purchase, we produce renewable fuels, including ethanol, and DDGS. We also produce refined soy and canola oils, soybean meal, canola meal and soyflour at our processing facilities.
Learning and development . We are committed to investing in our employees to help them build knowledge, develop skills and achieve their career goals. In addition to regular performance evaluations and annual development plans that provide employees with feedback and growth opportunities, employees at CHS have access to learning tools, programs and other opportunities for growth.
In addition to regular performance evaluations and annual development plans that provide employees with feedback and growth opportunities, employees at CHS have access to learning tools, programs and other opportunities for growth.
The soybean meal and canola meal we produce is sold to integrated livestock producers and feed mills. The ethanol and DDGS we produce are sold throughout the United States and to international customers. Industry: Competition Most of the business activities in our Ag segment are highly seasonal and, consequently, the operating results for our Ag segment vary throughout the year.
Industry: Competition Most of the business activities in our Ag segment are highly seasonal and, consequently, the operating results for our Ag segment vary throughout the year.
We also produce refined soy and canola oils, soybean meal, canola meal and soyflour at our processing facilities. 4 Table of Contents Sales and Marketing: Customers Our Ag segment provides products and services to a wide range of customers, primarily in the United States.
Sales and Marketing: Customers Our Ag segment provides products and services to a wide range of customers, primarily in the United States. These customers include member and nonmember producers, member cooperatives, elevators, grain dealers, grain processors and crop nutrient and crop protection retailers.
CHS Hedging is also the FCM for the majority of our commodity futures trading. Foods. Ventura Foods is a joint venture between CHS and Mitsui & Co., with each company owning 50% interest. Ventura Foods produces and distributes edible oil-based products.
It provides global research and analysis, fertilizer consulting and energy consulting to agricultural producers and agribusinesses. These services are designed to help customers navigate market volatility and make informed risk management decisions. Foods. Ventura Foods is a joint venture between CHS and Mitsui & Co., Ltd., with each company owning 50% interest. Ventura Foods produces and distributes edible oil-based products.
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Our goal is to foster a workplace where diverse thinking, voices and backgrounds yield better employee experiences, business performance and business outcomes. In addition to working on modeling inclusive behaviors that positively impact our workplace and communities, we follow our enterprisewide strategic plan to improve inclusion and diversity at CHS.
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CHS Hedging is also the FCM for the majority of our commodity futures trading. CHS Market Advisors . Our wholly-owned commodity trading advisor ("CTA"), CHS Market Advisors, LLC ("CHS Market Advisors"), is registered with the CFTC and a member of the National Futures Association ("NFA").
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We sponsor and support employee resource groups made up of individuals who join together to promote inclusion and diversity, while providing our employees opportunities to strengthen relationships, learn through educational and networking opportunities that focus on development, help local communities and engage with others across CHS.
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Our goal is to foster an inclusive culture where everyone is welcomed, respected and empowered to succeed. We believe different perspectives and experiences enable innovation, collaboration, and drive growth. We live our value of inclusion by empowering both leaders and employees to model inclusive behaviors - creating openness, welcoming differences, and leading with bravery.
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These employee resource groups include Harvest Pride, which promotes a safe, connected and empowered LGBTQA+ community across CHS; Mozaiko, which promotes ethnic diversity and inclusion at CHS while supporting an inclusive environment for all employees; VERG, which provides support, camaraderie and resources for employees formerly or currently serving in the military and their families; Women in Leadership, which supports women in the workplace to grow personally and professionally; and CultivateHER, a cohort within Women in Leadership, which supports women across our Ag segment.
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Engagement is further strengthened through our five Employee Resource Groups (ERGs), which are voluntary, employee-led groups open to all employees. These groups promote an inclusive and cooperative work environment by creating opportunities to network and build relationships. Externally, we partner with organizations to create awareness about CHS and build a broad talent pipeline for agriculture.
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Additionally, our lost-time injury rate was 0.9 incidents per 100 full-time workers, which matches our three-year average, and our DOT crash rate remained in the top 10% (most favorable) of all carriers in our industry segment for the third consecutive year. Community involvement .
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We know that we must attract the best new talent to serve global markets effectively. Learning and development . We are committed to investing in our employees to help them build knowledge, develop skills and achieve their career goals.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+31 added−32 removed151 unchanged
Biggest changeIf we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations. 19 Table of Contents Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and the Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries.
Biggest changeIf we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.
Growing electrification and rapidly developing and increasing technology use (such as artificial intelligence, computer processing, cryptocurrency mining and cloud storage and the data centers and power supplies required to support these activities) will also likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which would exacerbate the foregoing challenges.
Growing electrification and rapidly developing and increasing technology use (such as artificial intelligence, computer processing, cryptocurrency mining, cloud storage, data centers and power supplies required to support these activities) will also likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which would exacerbate the foregoing challenges.
Furthermore, the requirement to report cybersecurity incidents within such a short time frame could mean there will be insufficient time to halt a breach before having to report it, potentially giving hackers an advantage, and failure to promptly disclose such material incidents as required by law may result in additional financial or regulatory consequences.
Furthermore, the requirement to report material cybersecurity incidents within such a short time frame could mean there will be insufficient time to halt a breach before having to report it, potentially giving hackers an advantage, and failure to promptly disclose such material incidents as required by law may result in additional financial or regulatory consequences.
Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes and assumptions; the pace of scientific and technological 16 Table of Contents developments; increased costs and the availability of requisite financing; market trends that may alter business opportunities; conduct of third-party counterparties; constraint or disruptions to our supply chain; and changes in carbon markets or carbon taxes.
Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes and assumptions; the pace of scientific and technological developments; increased costs and the availability of requisite financing; market trends that may alter business opportunities; 16 Table of Contents conduct of third-party counterparties; constraint or disruptions to our supply chain; and changes in carbon markets or carbon taxes.
The following are examples of factors that could impact our businesses. • Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect agronomy product volumes and profitability. • Adverse weather conditions, such as drought, heavy snowfall or rainfall and any flooding that results, may cause transportation delays and increased transportation costs or damage physical assets, especially facilities in low-lying areas near coasts and riverbanks or situated in hurricane-prone and/or rain-susceptible regions. 10 Table of Contents • Changes in weather patterns may shift periods of demand for products or regions in which our products are produced or distributed, which could require us to revise our procurement and distribution processes. • Significant changes in water levels (up or down, as a result of flooding, drought or otherwise), including recent low water levels in the U.S. river system and in the Panama Canal (which have delayed shipping in these locations resulting in an increase in shipping costs), may cause changes in agricultural activity, which could require changes to our operating and distribution activities, as well as significant capital improvements to our facilities. • Climate change may cause changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, water shortages, changes in sea levels and changes in temperature levels, all of which could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production; related storage and processing facilities; dock availability; and demand for agricultural commodities, and may result in incidents of stranded physical assets.
The following are examples of factors that could impact our businesses. • Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect agronomy product volumes and profitability. • Adverse weather conditions, such as drought, heavy snowfall or rainfall and any flooding that results, may cause transportation delays and increased transportation costs or damage physical assets, especially facilities in low-lying areas near coasts and riverbanks or situated in hurricane-prone and/or rain-susceptible regions. • Changes in weather patterns may shift periods of demand for products or regions in which our products are produced or distributed, which could require us to revise our procurement and distribution processes. • Significant changes in water levels (up or down, as a result of flooding, drought or otherwise), including recent low water levels in the U.S. river system and in the Panama Canal (which have delayed shipping in these locations resulting in an increase in shipping costs), may cause changes in agricultural activity, which could require changes to our operating and distribution activities, as well as significant capital improvements to our facilities. • Climate change may cause changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, water shortages, changes in sea levels and changes in temperature levels, all of which could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production; related storage and processing facilities; dock availability; and demand for agricultural commodities, and may result in incidents of stranded physical assets.
Factors influencing these prices, many of which are beyond our control, include: • levels of worldwide and domestic supplies; • capacities of domestic and foreign refineries; • ability of members of the Organization of Petroleum Exporting Countries ("OPEC") and other countries that are significant producers of oil to agree to and maintain oil price and production controls, and the price and level of imports; • disruption in supply; • political instability or conflict in oil-producing regions; • levels of energy conservation efforts; • level of demand from consumers, agricultural producers and other customers; • price and availability of alternative fuels; • availability of pipeline capacity; and • domestic and foreign governmental regulations and taxes.
Factors influencing these prices, many of which are beyond our control, include: • levels of worldwide and domestic supplies; • capacities of domestic and foreign refineries; 8 Table of Contents • ability of members of the Organization of Petroleum Exporting Countries ("OPEC") and other countries that are significant producers of oil to agree to and maintain oil price and production controls, and the price and level of imports; • disruption in supply; • political instability or conflict in oil-producing regions; • levels of energy conservation efforts; • level of demand from consumers, agricultural producers and other customers; • price and availability of alternative fuels; • availability of pipeline capacity; and • domestic and foreign governmental regulations and taxes.
Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and governing bodies, including the CME, NYMEX, CBOT, MGEX and CFTC. All exchanges have broad powers to review required records, to investigate and enforce compliance and to punish noncompliance by entities subject to their jurisdiction.
Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and governing bodies, including the CME, NYMEX, CBOT, MIAX and CFTC. All exchanges have broad powers to review required records, to investigate and enforce compliance and to punish noncompliance by entities subject to their jurisdiction.
Many of these factors have resulted in significant volatility in crude oil, refined petroleum products and natural gas supplies and prices. We expect that volatility to continue in fiscal 2025. The long-term effects of this volatility and other conditions on the prices of crude oil, refined petroleum products and natural gas are uncertain and ever-changing.
Many of these factors have resulted in significant volatility in crude oil, refined petroleum products and natural gas supplies and prices. We expect that volatility to continue in fiscal 2026. The long-term effects of this volatility and other conditions on the prices of crude oil, refined petroleum products and natural gas are uncertain and ever-changing.
Tariffs and trade restrictions that are implemented on products that we buy and/or sell could increase the cost of those products or adversely affect market access. These cost increases and market changes could adversely affect demand for our products and reduce margins, which could have a material adverse effect on our business and our earnings.
Tariffs and trade restrictions on products that we buy and/or sell could increase the cost of those products or adversely affect market access. These cost increases and market changes could adversely affect demand for our products and reduce margins, which could have a material adverse effect on our business and our earnings.
In addition, the U.S. government can prevent or restrict us from doing business in or with other countries, such as the economic sanctions that were imposed by the U.S. government on Russia and certain of its citizens and enterprises in connection with Russia's war with Ukraine.
In addition, the U.S. government can prevent or restrict us from doing business in or with other countries, such as the economic sanctions imposed by the U.S. government on Russia and certain of its citizens and enterprises in connection with Russia's war with Ukraine.
As another example, if any of our counterparties experience a cybersecurity breach or system 12 Table of Contents failure or does not respond or perform effectively in connection with such cybersecurity breach or system failure, their businesses could be negatively impacted, and it may result in disruption to our supply chain or distribution channels, which could have a material adverse effect on our business.
As another example, if any of our counterparties experience a cybersecurity breach or system failure or does not respond or perform effectively in connection with such cybersecurity breach or system failure, their businesses could be negatively impacted, and it may result in disruption to our supply chain or distribution channels, which could have a material adverse effect on our business.
These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local cooperatives, and therefore could adversely impact our results of operations, liquidity or capital resources. • We may experience increased insurance premiums and deductibles or decreases in available coverage for our assets in areas subject to adverse weather conditions.
These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local cooperatives, and therefore could adversely impact our results of operations, liquidity or capital resources. 10 Table of Contents • We may experience increased insurance premiums and deductibles or decreases in available coverage for our assets in areas subject to adverse weather conditions.
New and current environmental and energy laws and regulations, including regulations relating to alternative energy sources and the risk of global climate change, new interpretations of existing environmental and energy laws and regulations, increased governmental enforcement of environmental and energy laws and regulations, or other developments in these areas could require us to make additional unforeseen expenditures on technologies and/or other assets to continue our operations or cause unforeseen changes to our operations, either of which could adversely affect us.
New and current environmental and energy laws and regulations, including relating to alternative energy sources and the risk of global climate change, new interpretations of existing laws and regulations, increased governmental enforcement, or other developments could require us to make additional unforeseen expenditures on technologies and/or other assets to continue our operations or cause unforeseen changes to our operations, either of which could adversely affect us.
Even if the war and global conflicts moderate or resolutions are reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from these conflicts for the foreseeable future.
Even if the wars and global conflicts moderate or resolutions are reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from these conflicts for the foreseeable future.
Our working capital requirements are directly affected by the price of commodities, which may fluctuate significantly and quickly. We also require substantial capital to maintain and upgrade our extensive network of facilities to keep 21 Table of Contents pace with competitive developments, technological advances, regulatory changes and changing safety standards.
Our working capital requirements are directly affected by the price of commodities, which may fluctuate significantly and quickly. We also require substantial capital to maintain and upgrade our extensive network of facilities to keep pace with competitive developments, technological advances, regulatory changes and changing safety standards.
Pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel Standard ("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RINs"), in lieu of blending.
Pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel 20 Table of Contents Standard ("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RINs"), in lieu of blending.
The impact of such developments may also exacerbate the other risks discussed in this Item 1A, any of which could have a material effect on us. 14 Table of Contents We are subject to workforce factors that could adversely affect our business and financial condition.
The impact of such developments may also exacerbate the other risks discussed in this Item 1A, any of which could have a material effect on us. We are subject to workforce factors that could adversely affect our business and financial condition.
Over that time, we and other operators of those facilities have generated, used, stored and disposed of substances or wastes, including liquid fertilizers, 20 Table of Contents chemicals and fuels stored in underground and aboveground tanks, that are or might be considered hazardous under applicable or future environmental laws.
Over that time, we and other operators of those facilities have generated, used, stored and disposed of substances or wastes, including liquid fertilizers, chemicals and fuels stored in underground and aboveground tanks, that are or might be considered hazardous under applicable or future environmental laws.
The growing use of social and digital media by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments 13 Table of Contents about us, our brands or our products on social or digital media could seriously damage our brands and reputation.
The growing use of social and digital media by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media could seriously damage our brands and reputation.
There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or social engineering and cyberattacks.
There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or social engineering and 15 Table of Contents cyberattacks.
Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, industry labor availability, outbreaks of disease, inflation, government regulation and policies, global trade disputes, international conflicts and general political and economic conditions.
Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, industry labor availability, outbreaks of disease, inflation, increased or fluctuating tariffs, government regulation and policies, global trade disputes, international conflicts and general political and economic conditions.
If these counterparties do not pay us back and we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.
If these 12 Table of Contents counterparties do not pay us back and we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.
The following statements are examples of potential interruptions or losses. • Our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production. • Our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages. • Our corporate headquarters, the facilities we own and the inventories we carry could be damaged or destroyed by catastrophic events, adverse weather conditions or contamination. • Our transportation operations, equipment and services could experience disruptions such as adverse operating conditions on the inland waterway system or on the seas with respect to oceangoing vessels. • Someone may accidentally or intentionally introduce malware to our information technology systems or breach our computer systems or other cybersecurity resources. • Occurrence of a pandemic or epidemic disease, such as the COVID-19 pandemic, could affect a substantial part of our workforce or our customers and interrupt our business operations.
The following statements are examples of potential interruptions or losses. • Our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production. • Our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages. • Our corporate headquarters, the facilities we own and the inventories we carry could be damaged or destroyed by catastrophic events, adverse weather conditions or contamination. • Our transportation operations, equipment and services could experience disruptions such as adverse operating conditions on the inland waterway system or on the seas with respect to oceangoing vessels, including risks from piracy and other maritime security threats. • Someone may accidentally or intentionally introduce malware to our information technology systems or breach our computer systems or other cybersecurity resources. • Occurrence of a pandemic or epidemic disease could affect a substantial part of our workforce or our customers and interrupt our business operations.
In response to the Russia-Ukraine war, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, announced economic sanctions targeting Russia and certain Russian citizens and enterprises, including several large banks.
In response to the invasion of Ukraine, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, announced economic sanctions targeting Russia and certain Russian citizens and enterprises, including several large banks.
Furthermore, when we hire new employees, lengthy training and orientation periods might be required before they are able to achieve necessary productivity levels, and we may be unable to successfully transfer our other employees' institutional knowledge and skills to them or fail to execute on internal succession plans.
Furthermore, when we hire new employees, lengthy training and orientation periods might be required before they are able to achieve necessary productivity levels, and we may be unable to successfully 14 Table of Contents transfer our other employees' institutional knowledge and skills to them or fail to execute on internal succession plans.
If in the future, for example, we were to be subject to a corporate alternative minimum tax, or we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease. 18 Table of Contents We incur significant costs in complying with applicable laws and regulations.
If in the future, for example, we were to be subject to a corporate alternative minimum tax, or we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease. We incur significant costs in complying with applicable laws and regulations.
Any violation of such laws and regulations, including as a result of a security or privacy breach or as a result of adoption of emerging technologies, such as AI, could subject us to legal claims, regulatory penalties and damage to our reputation.
Any violation of such laws and regulations, including as a result of a security or privacy breach or adoption of emerging technologies, such as AI, could subject us to legal claims, regulatory penalties and reputational damage.
Failure to comply with the regulation could have serious consequences, including civil, administrative and criminal penalties, as well as negative impact on our reputation, business, cash flows and results of operations. In addition, changes in international trade agreements and trade disputes can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions.
Failure to comply could have serious consequences, including civil, administrative and criminal penalties, as well as negative impacts on our reputation, business, cash flows and results of operations. In addition, changes in international trade agreements and trade disputes can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions.
If such escalation should occur or such sanctions are imposed, supply chains, trade routes and markets currently served by us could be adversely affected, which in turn could materially adversely affect our business operations and financial performance.
If such escalation should occur or such sanctions are imposed, supply chains, trade 9 Table of Contents routes and markets currently served by us could be adversely affected, which in turn could materially and adversely affect our business operations and financial performance.
Additionally, certain of the economic and other sanctions imposed, or that may be imposed, against participants in the war and global conflicts and its citizens and enterprises may continue for a period of time after any resolution has been reached.
Additionally, certain of the economic and other sanctions imposed, or that may be imposed, against participants in the wars and global conflicts and their citizens and enterprises may continue for a period of time after any resolution has been reached.
If we do not adapt or comply with investor, lender, private litigant, government agency or stakeholder ESG expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing focus on ESG issues and opposition to ESG issues, regardless of whether there is a legal requirement to do so, we may suffer reputational damage and our business or financial condition could be materially and adversely affected.
If we do not adapt or comply with evolving ESG expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing focus on ESG issues and opposition to ESG issues, regardless of whether there is a legal requirement to do so, we may suffer reputational damage and our business or financial condition could be materially and adversely affected.
To the extent that consumer preferences evolve away from products produced by CHS or our members for health or other reasons, such as the growing demand for organic food products and products that are sustainably grown and made, including low-carbon grain and oilseed, and we are unable to develop or procure products that satisfy new consumer preferences, there will be decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
To the extent that consumer preferences evolve away from products produced by CHS or our members for health or other reasons, such as the growing demand for organic food products and products that are sustainably grown and made, including low-carbon grain and oilseed, and we are unable to develop or procure products that satisfy new consumer preferences, there will be decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. 13 Table of Contents Our operations are subject to business interruptions, casualty losses and supply chain issues.
For example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season.
For 21 Table of Contents example, in our Ag segment, our ag retail business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season.
Conversely, if we comply with evolving investor, lender and stakeholder ESG expectations and standards, doing so could result in higher costs, disruption and diversion of management attention, increased strain on our resources and heightened legal and regulatory risk, and could also threaten our credibility with other investors, lenders, private litigants, government agencies and stakeholders.
Conversely, if we comply with evolving stakeholder ESG expectations and standards, doing so could result in higher costs, disruption and diversion of management attention, increased strain on our resources and heightened legal and regulatory risk, and could also threaten our credibility with other stakeholders.
In addition, certain states have established proposed laws around low-carbon fuel standards that require refiners to sell fuel with carbon intensity values at certain established benchmarks or purchase a sufficient number of credits on the open market to meet the benchmark. Environmental liabilities and litigation could have a material adverse effect on us.
In addition, certain states have established proposed laws around low-carbon fuel standards that require refiners to sell fuel with carbon intensity values at certain established benchmarks or purchase a sufficient number of credits on the open market to meet the benchmark.
The EU deforestation-free regulation ("EUDR"), effective December 2024, will require companies trading in certain commodities, including soybeans, as well as products derived from these commodities, to ensure these commodities and related products do not result from deforestation, forest degradation or breaches of local laws after December 31, 2020, in order to sell such products in the European Union.
The EU deforestation-free regulation ("EUDR"), which is to become effective in December 2025, will require companies trading in certain commodities, including soybeans, as well as products derived from these commodities, to ensure these commodities and related products do not result from deforestation, forest degradation or breaches of local laws after December 31, 2020, to qualify for sale in the European Union.
These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions.
Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, other natural disasters, war, terrorism, cyberattacks, industrial accidents, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, adverse weather conditions and labor disputes.
We do not insure against all potential losses and could be seriously harmed by unanticipated liabilities. Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, other natural disasters, war, terrorism, cyberattacks, industrial accidents, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, adverse weather conditions and labor disputes.
In addition, any investigation or proceeding by an exchange or the CFTC, whether successful or unsuccessful, could result in substantial costs, diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business financial condition, liquidity, results of operations and prospects.
In addition, any investigation or proceeding by an exchange or the CFTC, whether successful or unsuccessful, could result in substantial costs, diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business financial condition, liquidity, results of operations and prospects. 19 Table of Contents We are subject to extensive anti-corruption, anti-bribery, anti-kickback and trade laws and regulations, and any noncompliance with those laws and regulations could have a material adverse effect on our business, financial condition and results of operations.
Inflation and its impacts, many of which are beyond our control, could escalate in the future. To mitigate commodity cost increases, we have implemented various strategies that include, among other things, entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions and entering into various derivative instruments.
To mitigate commodity cost increases, we have implemented various strategies that include, among other things, entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions and entering into various derivative instruments.
Proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.
Proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions or involvement in global conflicts could adversely affect our operations and heighten the risk of cyberattacks against the U.S. and global companies and infrastructure.
Like many companies, we continue to experience an increase in the number of sophisticated attempts by external parties to access and/or disrupt our networks without authorization, such as denial of service attacks, attempted malware infections, scanning activity and phishing e-mails.
The increase in hybrid working situations, where employees, including third-party employees, access technology infrastructure remotely, increases information technology and data security risks. Like many companies, we continue to experience an increase sophisticated attempts by external parties to access and/or disrupt our networks without authorization, such as denial of service attacks, attempted malware infections, scanning activity and phishing e-mails.
In addition, consolidation may increase the likelihood that consumers or end users of these products enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.
Consolidation could allow producers to negotiate pricing, supply availability and other contract terms that are less favorable to us. In addition, consolidation may increase the likelihood that consumers or end users of these products enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.
These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, increased costs and damage to our reputation, all of which could adversely affect our business. Our ongoing IT investments include those relating to cybersecurity, including technology, hired expertise and cybersecurity risk mitigation actions.
These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, increased costs and damage to our reputation, all of which could adversely affect our business.
A number of other factors may adversely affect the labor force available to us, including changes in the labor market as a result of the COVID-19 pandemic and other socioeconomic and demographic changes, high employment levels, federal unemployment subsidies and other government regulations, unemployment programs and volatility in macroeconomic factors impacting the labor market.
A number of other factors may adversely affect the labor force available to us, including socioeconomic and demographic changes, high employment levels, federal unemployment subsidies and other government regulations, unemployment programs and volatility in macroeconomic factors impacting the labor market. Increases in remote work opportunities have also amplified the competition for employees and contractors.
In response to global inflationary pressures, the U.S. Federal Reserve and foreign equivalents have maintained higher interest rates, which has resulted in continued uncertainty and volatility in global financial markets and increased borrowing costs under certain of our credit facilities, including our five-year revolving credit facility and our 10-year term loan facility.
In response to global inflationary pressures, the U.S. Federal Reserve and foreign equivalents have maintained higher interest rates, which has resulted in continued uncertainty and volatility in global financial markets and increased borrowing costs under certain of our credit facilities. Inflation and its impacts, many of which are beyond our control, could escalate in the future.
We could be the target of claims of false or deceptive advertising under U.S. federal and state laws, as well as foreign laws, including consumer protection statutes of some states.
We could be the target of claims of false or deceptive advertising under U.S. federal and state laws, as well as foreign laws, including consumer protection statutes of some states. The food industry has experienced heightened scrutiny and an increasing number of claims related to labeling and marketing practices.
Failures or delays in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.
This may result in increased scrutiny, protests and negative publicity with respect to our business and operations, which in turn could adversely affect our reputation, business and financial performance. Failures or delays in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.
For example, assumptions we made in connection with our investment in CF Nitrogen may not align with future demand for nitrogen-based products or the cost or availability of natural gas, the primary feedstock utilized for CF Nitrogen's nitrogen-based products. 17 Table of Contents Risks Related to Laws and Regulations Government policies, mandates, regulations and trade agreements could adversely affect our operations and profitability.
For example, assumptions we made in connection with our investment in CF Nitrogen may not align with future demand for nitrogen-based products or the cost or availability of natural gas, the primary feedstock utilized for CF Nitrogen's nitrogen-based products.
In addition, changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and/or selling prices of those products can affect revenues and operating earnings.
Similarly, increased or decreased sales volumes without a corresponding change in the purchase and/or selling prices of those products can affect revenues and operating earnings. In our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices we obtain for our refined products.
The risk of cybersecurity incidents has also increased in connection with the ongoing war between Russia and Ukraine, including cyberattacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations.
Global conflicts also increase the risk of cybersecurity incidents. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations.
The war between Russia and Ukraine and escalation of conflict in the Middle East could also draw military or other intervention from additional countries, which could lead to much larger wars, conflicts and/or additional sanctions imposed by the United States government and other governments that restrict business with specific persons, organizations or countries with respect to certain products or services.
In addition, these global conflicts could also draw military or other intervention from additional countries and/or additional sanctions imposed by governments that restrict business with specific persons, organizations or countries with respect to certain products or services.
Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues and margins would decline and our results of operations and cash flows could be materially and adversely affected.
If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues, margins, results of operations and cash flows could be materially and adversely affected. 11 Table of Contents If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.
In recent years, the price of RINs has been extremely volatile. Continued RIN volatility could have a negative impact on our future refined fuels margins.
We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity, and RINs must be purchased on the open market. In recent years, the price of RINs has been extremely volatile. Continued RIN volatility could have a negative impact on our future refined fuels margins.
For 8 Table of Contents example, fluctuations in commodity prices may result in significant noncash losses being incurred on our commodity-based derivatives, which may in turn materially and adversely affect our operating results.
For example, fluctuations in commodity prices may result in significant noncash losses being incurred on our commodity-based derivatives, which may in turn materially and adversely affect our operating results. In addition, changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings.
In addition, IT investments in new technology that could result in greater operational efficiency may further expose our IT systems to the risk of cyberattacks, especially as use of AI increases sophistication and effectiveness of social engineering and cyberattacks. 15 Table of Contents The third-party data management providers and other vendors we rely on and cloud-based services we utilize may have or may develop security problems or security vulnerabilities which may also affect our systems or data.
In addition, IT investments in new technology that could result in greater operational efficiency may further expose our IT systems to the risk of cyberattacks, especially as use of AI increases sophistication and effectiveness of social engineering and cyberattacks.
In many countries around the world, historical free trade relationships are being challenged, and it is unclear what changes, if any, will be made to international trade agreements that are relevant to our business activities.
In many countries around the world, historical free trade relationships are being challenged, and it is unclear what changes, if any, will be made to international trade agreements affecting our operations. Resulting volatility in commodity prices, historical trade flows planting patterns, particularly in the United States and South America, has reduced grain export volumes and increased business uncertainty.
Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business. In addition, we may in certain circumstances, be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.
In addition, we may in certain circumstances be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.
Consolidation has occurred among the producers and manufacturers of products we sell and purchase, including crude oil, crop nutrients and grain, and it is highly likely this consolidation will continue in the future. Consolidation could allow producers to negotiate pricing, supply availability and other contract terms that are less favorable to us.
Consolidation among producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows. Consolidation has occurred among the producers and manufacturers of products we sell and purchase, including crude oil, crop nutrients and grain, and it is highly likely this consolidation will continue in the future.
As a result, we may not 11 Table of Contents be able to continue to compete successfully, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
For example, in conjunction with the recent increase in demand for renewable diesel feedstocks, we have experienced added competition for soybean oil refining capacity from traditional petroleum companies. As a result, we may not be able to continue to compete successfully, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
We continue to monitor potential changes to federal income tax laws, regulations or interpretations, such as the Inflation Reduction Act of 2022, H.R. 5376, to evaluate their potential impact on our business, tax position and financial results.
We continue to monitor potential changes to federal income tax laws, regulations or interpretations to evaluate their potential impact on our business, tax position and financial results. The change in administration and regulatory leadership has created additional uncertainty with respect to federal tax policy.
Additionally, development of new technologies such as generative artificial intelligence ("AI") is progressing at an unprecedented pace, which brings risks that could subject us to loss through various technical, legal and opportunistic-related risks.
Declining demand for our products could materially and adversely affect our revenues, results of operations and cash flows. Artificial Intelligence (“AI”), including generative AI, advancements are progressing at an unprecedented pace, which brings risks that could subject us to loss through various technical, legal, and opportunistic-related risks.
Our co-venturers may take actions that are not within our control and that may expose our investments in joint ventures to the risk of lower values or returns. Joint venture investments may also lead to impasses.
Our co-venturers may take actions that are not within our control and that may expose our investments in joint ventures to the risk of lower values or returns. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business.
We may also experience negative reactions from our members, shareholders, lenders, employees, customers or other stakeholders as a result of our action or inaction related to the war between Russia and Ukraine or the escalation of conflict in the Middle East.
Furthermore, the actions undertaken by various nations in response to these conflicts have had, and may continue to have, adverse impacts on global financial markets. We may also experience negative reactions from our members, shareholders, lenders, employees, customers or other stakeholders as a result of our action or inaction related to global conflicts.
In addition, a number of companies have announced their intention to phase out production of gasoline- and diesel-powered light-duty vehicles by the mid-2030s. While these phaseouts primarily impact light-duty vehicles outside our primary markets, they are expected to accelerate the decline in demand for gasoline, diesel fuel and other refined petroleum products.
While these phaseouts primarily impact light-duty vehicles outside our primary markets, they are expected to accelerate the decline in demand for gasoline, diesel fuel and other refined petroleum products. Declining demand for our energy products, particularly diesel fuel sold for farming and other heavy-duty equipment applications, could materially and adversely affect our revenues, results of operations and cash flows.
The war between Russia and Ukraine and escalation of conflict in the Middle East have resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil.
Ongoing wars and global conflicts may adversely affect our business, financial condition and results of operations. Conflicts in Ukraine, the Middle East, the Red Sea and other regions have resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil.
There is no assurance the measures we have taken to protect our information systems will prevent or limit the impact of a future cybersecurity incident. We may incur significant costs protecting against or remediating cyber-based attacks or other cybersecurity incidents and may suffer representational harm.
We may incur significant costs protecting against or remediating cyber-based attacks or other cybersecurity incidents and may suffer representational harm.
If any of these alternative products become more economically viable or preferable to our customers for environmental or other reasons, demand for our energy products would decline. In addition, many governments have imposed, and in the future may impose, policies and regulations aimed at decreasing reliance on petroleum-based products, which could reduce demand for our energy products.
Numerous energy sources could serve as alternatives to our gasoline, diesel fuel and other refined petroleum products. If any of these alternative products become more economically viable or preferable to our customers for environmental or other reasons, demand for our energy products would decline.
In our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices we obtain for our refined products. The prices for crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely.
The prices for crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely.
For example, government policies, mandates and regulations related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, and renewable and low-carbon fuels could have an adverse effect on our operations or profitability by, among other things, influencing planting of certain crops, location and extent of crop production, trade of processed and unprocessed commodity products, volumes and types of imports and exports, availability and competitiveness of feedstocks as raw materials, and viability and volume of certain of our products.
For example, those related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, and renewable and low-carbon fuels may influence crop planting, production levels and location, trade flows, feedstock availability and competitiveness, volumes and types of imports and exports, and product viability.
If our ability to purchase fertilizer in the global market continues to be impacted by those sanctions or by other factors, it could have a material adverse effect on our business and operations. In addition, such sanctions put us at increased risk of inadvertently trading with a sanctioned partner.
Continuation of escalation could lead to additional economic and other sanctions imposed by the United States, NATO member states and other countries. Although we do not maintain operations in Russia, sanctions have caused inflationary pressures and impacted our ability to purchase fertilizer in the global market and put us at increased risk of inadvertently trading with a sanctioned partner.
Moreover, there continues to be a tight labor market despite the COVID-19 pandemic having largely subsided. Increases in remote work opportunities have also amplified the competition for employees and contractors. To hire new employees, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor.
To hire new employees, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor.
We cannot guarantee a data security or privacy breach of their systems or other form of cyber-based attack will not occur in the future. The increase in hybrid working situations, where employees, including third-party employees, access technology infrastructure remotely, increases information technology and data security risks.
The third-party data management providers and other vendors we rely on and cloud-based services we utilize may have or may develop security problems or security vulnerabilities which may also affect our systems or data. We cannot guarantee a data security or privacy breach of their systems or other form of cyber-based attack will not occur in the future.
These restrictions and those of other governments could limit our ability to gain access to business opportunities in various countries. Changes in federal income tax laws or in our tax status, or changes to tax rules in jurisdictions in which we operate, could increase our tax liability and reduce our net income significantly.
Any inability to sell our products into China, including soybeans, could have a material adverse effect on our business, financial condition and results of operations. Changes in federal income tax laws or in our tax status, or changes to tax rules in jurisdictions in which we operate, could increase our tax liability and reduce our net income significantly.
Many of our current and former facilities have been in operation for many years.
Compliance with these evolving standards could have a material and adverse effect on our results of operations and financial condition. Environmental liabilities and litigation could have a material adverse effect on us. Many of our current and former facilities have been in operation for many years.
Our business is subject to numerous government policies, mandates and regulations that could have an adverse effect on our operations or profitability.
Risks Related to Laws and Regulations Government policies, mandates, regulations, trade agreements, domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control could adversely affect our operations and profitability. Our business is subject to numerous government policies, mandates and regulations that may impact our operations or profitability.
The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year, which affects the domestic market for ethanol. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity, and RINs must be purchased on the open market.
The EPA generally establishes new annual renewable fuel percentage standards for each compliance year, which affects the domestic market for ethanol. In June 2025, the EPA proposed standards for compliance years 2026 and 2027, which as of the date of this Report have not yet been adopted.
For example, in December 2015, 195 countries adopted a new international agreement known as the Paris Agreement.
For example, in December 2015, 195 countries adopted a new international agreement known as the Paris Agreement. U.S. participation in the Paris Agreement and other greenhouse gas (“GHG”) commitments may vary by administration. Accordingly, future emission reduction targets and other provisions of legislative or regulatory initiatives could be reintroduced by future administrations.
Removed
Ongoing wars and global conflicts may adversely affect our business, financial condition and results of operations. In February 2022, Russia invaded Ukraine and in October 2023, conflict escalated in the Middle East between Israel and Hamas, along with the Red Sea.
Added
The economic health of the agricultural industry is influenced by numerous factors, including farm income levels. Farm income is influenced by numerous factors outside our control, including commodity prices, crop yields, input costs, farmland values, government policies and subsidies, debt and financing costs, and weather and climate conditions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CISO oversees our cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats, including aligning programs with industry standards, conducting tabletop 22 Table of Contents exercises, providing education/training and taking other preventive measures.
Biggest changeOur CISO oversees our cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats, including aligning programs with industry standards, conducting tabletop exercises, providing education/training and taking other preventive measures. Our CISO coordinates with legal counsel and third-party experts to assess and manage material risks from cybersecurity threats.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have established processes for identifying, assessing and managing material risks from cybersecurity threats associated with our key information technology systems. These processes have been integrated into our overall risk management strategies, as overseen by our Board of Directors, primarily through the board's Corporate Risk Committee and Audit Committee.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have established processes for identifying, assessing and managing material risks from cybersecurity threats associated with our key information technology systems. These processes have been integrated into our overall risk management strategies, as overseen by our Board of Directors, primarily through the Corporate Risk Committee and Audit Committee.
Further, at least once per quarter, our CIO and/or CISO report on cybersecurity matters to the Corporate Risk Committee, and updates are provided to our Board of Directors at regular board meetings. The CIO also provides updates annually or more frequently as appropriate to our Board of Directors.
Further, at least bi-annually, our CIO and/or CISO report on cybersecurity matters to the Corporate Risk Committee, and updates are provided to our Board of Directors at regular board meetings. The CIO also provides updates annually or more frequently as appropriate to our Board of Directors.
Our ERM team reports annually on the company's risks to our Board of Directors, which includes progress related to mitigation activities and risk conditions.
Our ERM team reports annually on the company's risks to our Board of Directors, which includes progress related to mitigation activities and risk conditions. 23 Table of Contents
Our CISO coordinates with legal counsel and third party experts to assess and manage material risks from cybersecurity threats. Our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes.
Our CISO is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeDescription Location(s) Energy Refineries Laurel, Montana, and McPherson, Kansas Propane terminals 9 locations in Colorado, Iowa, Minnesota, Missouri, North Dakota, Washington and Wisconsin Transportation terminals/repair facilities 12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin Petroleum and asphalt terminals/storage facilities 12 locations in Kansas, Montana, North Dakota and Wisconsin Pipelines: Cenex Pipeline, LLC Laurel, Montana, to Fargo, North Dakota Front Range Pipeline, LLC Canadian border to Laurel, Montana Jayhawk Pipeline, LLC Throughout Kansas, with branches in Nebraska, Oklahoma and Texas Conway Pipeline McPherson, Kansas, to Conway, Kansas Kaw Pipe Line Company Locations throughout Kansas Osage Pipe Line Company, LLC Oklahoma to Kansas (50% owned by CHS) Zip Trip corporate headquarters Spokane, Washington Convenience stores/gas stations 39 locations in Colorado, Minnesota, Montana, Nebraska, North Dakota, South Dakota and Wyoming Lubricant plants/warehouses 3 locations in Inver Grove Heights, Minnesota; Kenton, Ohio; and Amarillo, Texas 23 Table of Contents Description Location(s) Ag Global Grain and Processing Grain terminals 14 locations in the United States, including sites in Illinois, Iowa, Louisiana, Minnesota, Mississippi, Texas and Wisconsin 5 locations in Brazil 3 locations in Europe, including in Hungary and Romania Fertilizer terminal Argentina Grain marketing offices 2 locations in the United States, including in Minnesota and Nebraska 16 locations in South America, including in Argentina, Brazil and Uruguay 8 locations in Europe, including in Bulgaria, Hungary, Italy, Romania, Serbia, Spain, Switzerland and Ukraine 4 locations in Asia, including in China, Singapore, South Korea and Taiwan Oilseed facilities Fairmont, Hallock and Mankato, Minnesota Sunflower processing plants Fargo and Grandin, North Dakota Storage and warehouse facilities Joliette, North Dakota; and Winkler, Canada Ethanol plants Annawan and Rochelle, Illinois Ag Retail Agri-operations facilities Approximately 420 community locations located in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington and Wisconsin Feed manufacturing facilities 9 locations in Iowa, Montana, North Dakota, Oregon and South Dakota Wholesale Agronomy Deepwater port Galveston, Texas Terminals 11 locations in Illinois, Iowa, Kentucky, Louisiana, Minnesota, South Dakota and Texas Bulk chemical rail terminal facility Brooten, Minnesota Distribution warehouses 28 locations in Arkansas, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Washington and Wisconsin Research and development center Randolph, Minnesota Corporate and Other Corporate headquarters A 33-acre campus in Inver Grove Heights, Minnesota, consisting of a building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space Office facilities Washington, District of Columbia
Biggest changeDescription Location(s) Energy Refineries Laurel, Montana, and McPherson, Kansas Propane terminals 9 locations in Colorado, Iowa, Minnesota, Missouri, North Dakota, Washington and Wisconsin Transportation terminals/repair facilities 12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin Petroleum and asphalt terminals/storage facilities 12 locations in Kansas, Montana, North Dakota and Wisconsin Pipelines: Cenex Pipeline, LLC Laurel, Montana, to Fargo, North Dakota Front Range Pipeline, LLC Canadian border to Laurel, Montana Jayhawk Pipeline, LLC Throughout Kansas, with branches in Nebraska, Oklahoma and Texas Conway Pipeline McPherson, Kansas, to Conway, Kansas Kaw Pipe Line Company Locations throughout Kansas Osage Pipe Line Company, LLC Oklahoma to Kansas (50% owned by CHS) Cenex Zip Trip ® corporate headquarters Spokane, Washington Convenience stores/gas stations 39 locations in Colorado, Minnesota, Montana, Nebraska, North Dakota, South Dakota and Wyoming Lubricant plants/warehouses 2 locations in Inver Grove Heights, Minnesota, and Kenton, Ohio Ag Global Grain and Processing Grain terminals 13 locations in the United States in Illinois, Iowa, Louisiana, Minnesota, Mississippi and Texas 5 locations in Brazil 3 locations in Europe in Hungary and Romania Fertilizer terminal Argentina Grain marketing offices 2 locations in the United States in Minnesota and Nebraska 17 locations in Latin and South America in Mexico, Argentina, Brazil and Uruguay 8 locations in Europe in Bulgaria, Hungary, Italy, Romania, Serbia, Spain, Switzerland and Ukraine 4 locations in Asia in China, Singapore, South Korea and Taiwan Oilseed processing facilities Fairmont, Hallock and Mankato, Minnesota Sunflower processing facilities Fargo and Grandin, North Dakota Storage and warehouse facility Joliette, North Dakota Ethanol plants Annawan and Rochelle, Illinois Ag Retail Agri-operations facilities Approximately 400 community locations in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Washington and Wisconsin Feed manufacturing facilities 9 locations in Iowa, Montana, North Dakota, Oregon and South Dakota Wholesale Agronomy Deepwater port Galveston, Texas Terminals 11 locations in Illinois, Iowa, Kentucky, Louisiana, Minnesota, South Dakota and Texas Bulk chemical rail terminal facility Brooten, Minnesota Distribution warehouses 28 locations in Arkansas, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Washington and Wisconsin Research and development center Randolph, Minnesota 24 Table of Contents Description Location(s) Corporate and Other Corporate headquarters 33-acre campus in Inver Grove Heights, Minnesota, consisting of a building with approximately 320,000 square feet of office space and two smaller buildings with approximately 13,400 and 9,000 square feet of space Office facilities Washington, District of Columbia, and Kansas City, Missouri

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As a cooperative, we do not have common stock that is traded or otherwise outstanding. We did not sell any equity securities during the three years ended August 31, 2024, that were not registered under the Securities Act of 1933.
Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As a cooperative, we do not have common stock that is traded or otherwise outstanding. We did not sell any equity securities during the three years ended August 31, 2025, that were not registered under the Securities Act of 1933.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCorporate and Other revenues increased during fiscal 2024 compared to the prior year primarily as a result of increased interest income in our financing business due to higher interest rates and a larger average notes receivable balance. 35 Table of Contents Cost of Goods Sold by Segment Energy Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Cost of goods sold $ 8,041,588 $ 8,718,224 $ (676,636) (7.8) % The following waterfall analysis and commentary presents the changes in our Energy segment COGS for the year ended August 31, 2024, compared to the prior year: The change in Energy segment COGS for fiscal 2024 reflects the following: • Global market conditions, including reduced RIN costs, contributed to decreased costs for refined fuels and propane that drove $368.1 million and $124.7 million decreases in COGS, respectively. • Lower propane and refined fuels volumes contributed to $90.5 million and $54.7 million decreases in COGS, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory. 36 Table of Contents Ag Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Cost of goods sold $ 29,478,231 $ 34,501,163 $ (5,022,932) (14.6) % The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the year ended August 31, 2024, compared to the prior year: The change in Ag segment COGS for fiscal 2024 reflects the following: • Lower costs across all of our Ag segment product categories due to global market conditions during fiscal 2024, including: ◦ $5.9 billion decrease for grain and oilseed; ◦ $1.3 billion decrease for wholesale and retail agronomy products; ◦ $376.1 million decrease for renewable fuels; and ◦ $363.8 million decrease for oilseed processing. • Increased volumes for grain and oilseed contributed to a $3.1 billion increase in COGS, primarily due to more favorable weather conditions in fiscal 2024.
Biggest changeThis action by the EPA reduced our renewable volume obligation for production at our Laurel, Montana, refinery for those specific years and resulted in a benefit during the fourth quarter of fiscal year 2025. • The overall COGS decrease was partially offset by increased costs for propane of $36.9 million, which were a result of higher product volumes and hedging impacts. 36 Table of Contents Ag Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Cost of goods sold $ 26,985,759 $ 29,478,231 $ (2,492,472) (8.5) % The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the year ended August 31, 2025, compared to the prior year: The change in Ag segment COGS for fiscal 2025 reflects the following: • Decreased costs across most of our Ag segment product categories due to global market conditions were experienced during fiscal 2025, including: ◦ $2.5 billion decrease for grain and oilseed; ◦ $348.2 million decrease for oilseed processing; and ◦ $101.0 million decrease associated with renewable fuels. • Increased volumes were realized across most of our Ag segment product categories, including: ◦ $493.5 million for wholesale and retail agronomy products as a result of more favorable weather conditions and strategic initiatives to grow the business and; ◦ $441.6 million for grain and oilseed as a result of higher demand due to lower prices. ◦ These increases were partially offset by decreased volumes of renewable fuels as a result of unfavorable global market conditions, which contributed to decreased COGS of $258.3 million.
Our Energy segment generally experiences higher volumes and revenues in 26 Table of Contents certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces.
Our Energy segment generally experiences higher volumes and revenues in 26 Table of Contents certain operating areas, such as refined fuel products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces.
Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and a risk that the counterparty will refuse to 41 Table of Contents perform on a contract during periods of price fluctuations where contract prices are significantly different from the current market prices.
Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and a risk that the counterparty will refuse to 41 Table of Contents perform on a contract during periods of price fluctuations where contract prices are significantly different from current market prices.
Profitability in our Ag segment is largely driven by throughput and production volumes, as well as commodity price spreads; however, revenues and cost of goods sold ("COGS") are largely affected by market-driven commodity prices outside our control.
Profitability in our Ag segment is mostly driven by throughput and production volumes, as well as commodity price spreads; however, revenues and cost of goods sold ("COGS") are largely affected by market-driven commodity prices outside our control.
Our MD&A is presented in the following sections: • Overview • Business Strategy • Fiscal 2024 Highlights • Fiscal 2025 Outlook • Operating Metrics • Results of Operations • Liquidity and Capital Resources • Critical Accounting Policies • Recent Accounting Pronouncements Our MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the Cautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.
Our MD&A is presented in the following sections: • Overview • Business Strategy • Fiscal 2025 Highlights • Fiscal 2026 Outlook • Operating Metrics • Results of Operations • Liquidity and Capital Resources • Critical Accounting Policies • Recent Accounting Pronouncements Our MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the Cautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.
Commodity prices and sales volumes are affected by a wide range of factors beyond our control, including weather, crop damage due to plant disease or insects, drought, availability/adequacy of supply of a commodity, availability of reliable rail and river transportation networks, disease outbreaks, government regulations and policies, global trade disputes, wars and civil unrest, and general political and/or economic conditions.
Commodity prices and sales volumes are affected by a wide range of factors beyond our control, including weather; crop damage due to plant disease or insects; drought; availability/adequacy of supply of a commodity; availability of reliable rail, river, truck and ocean transportation networks; disease outbreaks; government regulations and policies; global trade disputes; wars and civil unrest; and general political and/or economic conditions.
Corporate administrative expenses and interest are allocated to each reportable segment and Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred. Management's Focus . When evaluating our operating performance, management focuses on gross profit and income before income taxes ("IBIT").
Corporate administrative expenses and interest are allocated to each reportable segment and Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred. Management's Focus . When evaluating our operating performance, management focuses on income before income taxes ("IBIT").
Further, in light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us; however, we currently expect the trend of reduced margins for energy and agricultural commodities to persist in fiscal 2025.
Further, in light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us; however, we currently expect the trend of reduced margins for energy and agricultural commodities to persist in fiscal 2026.
Our fiscal 2025 capital expenditure priorities include maintaining our assets through repairs and maintenance; complying with environmental, health and safety requirements; enhancing information technology capabilities; improving productivity; and growth. Our refining business requires continued investment in our refining process to maintain its safety, operational reliability and profitability.
Our fiscal 2026 capital expenditure priorities include maintaining our assets through repairs and maintenance; complying with environmental, health and safety requirements; enhancing information technology capabilities; improving productivity; and growth. Our refining business requires continued investment in our refining process to maintain its safety, operational reliability and profitability.
We anticipate various macroeconomic factors will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during fiscal 2025.
We anticipate various macroeconomic factors will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during fiscal 2026.
In addition, our Board of Directors approved our cash patronage and equity redemptions to be paid in fiscal 2025, based on fiscal 2024 financial performance. The following is a summary of our primary expected cash requirements for fiscal 2025: • Capital expenditures.
In addition, our Board of Directors approved our cash patronage and equity redemptions to be paid in fiscal 2026, based on fiscal 2025 financial performance. The following is a summary of our primary expected cash requirements for fiscal 2026: • Capital expenditures.
Purchases and further processes or resells grain and oilseed originated by our ag retail and global grain and processing businesses, by our member cooperatives and by third parties. It also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products. • Nitrogen Production. Produces and distributes nitrogen fertilizer.
Purchases and further processes or resells grain and oilseed originated by our ag retail and global grain and processing businesses, by our member cooperatives and by third parties. This segment also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products. • Nitrogen Production. Produces and distributes nitrogen fertilizer.
It consists of our equity method investment in CF Nitrogen and allocated expenses. In addition, our financing and hedging businesses, along with our nonconsolidated food production and distribution and wheat milling joint ventures, have been aggregated within our Corporate and Other category.
This segment consists of our equity method investment in CF Nitrogen and allocated expenses. In addition, our financing and hedging businesses, along with our nonconsolidated food production and distribution and wheat milling joint ventures, have been aggregated within our Corporate and Other category.
Fiscal 2025 Outlook Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results.
Fiscal 2026 Outlook Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results.
We also have preferred shareholders who own our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC. We operate in the following three reportable segments: • Energy. Produces and provides primarily for wholesale distribution and transportation of petroleum products. • Ag.
We also have preferred shareholders who own our five series of preferred stock, all of which are listed and traded on Nasdaq. We operate in the following three reportable segments: • Energy. Produces and provides petroleum products primarily for wholesale distribution and transportation. • Ag.
We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations and by issuing long-term debt.
We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations, our revolving term loan facility and by issuing long-term debt.
The $581.2 million decrease in cash used in financing activities in fiscal 2024 primarily reflects increased net proceeds from long-term debt and decreased cash outflows for patronage paid and equity redemptions during fiscal 2024 compared to fiscal 2023. Critical Accounting Policies Our consolidated financial statements are prepared in conformity with U.S. GAAP.
The $583.7 million decrease in cash used in financing activities in fiscal 2025 primarily reflects increased net proceeds from long-term debt and decreased cash outflows for patronage paid and equity redemptions during fiscal 2025 compared to fiscal 2024. Critical Accounting Policies Our consolidated financial statements are prepared in conformity with U.S. GAAP.
Crack spreads and WCS crude oil discounts both decreased in fiscal 2024, compared to the prior year, contributing to decreased IBIT for the Energy segment.
Crack spreads and WCS crude oil discounts both decreased in fiscal 2025, compared to the prior year, contributing to significantly decreased IBIT for the Energy segment.
Our Board of Directors authorized approximately $300.0 million of equity redemptions to be distributed in fiscal 2025 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members.
Our Board of Directors authorized approximately $90.0 million of equity redemptions to be distributed in fiscal 2026 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members.
These include regional factors, such as unpredictable weather conditions, including those due to climate change. We currently expect global supply and demand factors impacting energy and agricultural commodities to be less favorable for us in fiscal 2025.
These include regional factors, such as unpredictable weather conditions, including those due to climate change. We currently expect global supply and demand factors impacting energy and agricultural commodities to be unfavorable for us in fiscal 2026.
These factors include, among others, the ongoing war between Russia and Ukraine and further escalation of conflict in the Middle East, shifts in global trade flows for commodities, including global competitiveness giving rise to a weak export market for U.S. sourced agricultural products, potential changes in U.S. trade policy following the U.S. general election in November, a changing interest rate environment, and continued pricing pressures impacting costs of labor, freight and materials.
These factors include, among others, the ongoing war between Russia and Ukraine and further conflict in the Middle East, shifts in global trade flows for commodities, including global competitiveness giving rise to a weak export market for U.S.-sourced agricultural products, potential changes in U.S. trade policy, increased or fluctuating tariffs, a changing interest rate environment, and continued pricing pressures impacting costs of labor, freight and materials.
Based on our estimates of the timing, cost and probability of removal, these obligations are not material. 42 Table of Contents Recent Accounting Pronouncements See Note 1, Organization, Basis of Presentation and Significant Accounting Policies , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for information concerning new accounting standards and the impact of implementation of those standards on our financial statements.
Recent Accounting Pronouncements See Note 1, Organization, Basis of Presentation and Significant Accounting Policies , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for information concerning new accounting standards and the impact of implementation of those standards on our financial statements. 42 Table of Contents
Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues. 31 Table of Contents Income Before Income Taxes by Segment Energy Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Income before income taxes $ 429,053 $ 1,075,443 $ (646,390) (60.1) % The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the year ended August 31, 2024, compared to the prior year: *See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
Our Nitrogen Production segment represents an equity method investment that records earnings and allocated expenses, but not revenues. 31 Table of Contents (Loss) Income Before Income Taxes by Segment Energy Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) (Loss) Income before income taxes $ (7,042) $ 429,053 $ (436,095) (101.6) % The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the year ended August 31, 2025, compared to the prior year: *See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
The following financial information is used when assessing our liquidity and capital resources to meet our capital allocation priorities, which include maintaining the safety and compliance of our operations, paying interest on debt and preferred stock dividends, returning cash to our member-owners in the form of cash patronage and equity redemptions, and taking advantage of strategic opportunities that benefit our member-owners: August 31, 2024 2023 (Dollars in thousands) Cash and cash equivalents $ 794,865 $ 1,765,286 Notes payable 306,831 547,923 Long-term debt including current maturities 2,161,460 1,827,658 Total equities 10,761,924 10,452,389 Working capital 3,307,969 3,229,455 Current ratio* 1.6 1.5 *Current ratio is defined as current assets divided by current liabilities.
The following financial information is used when assessing our liquidity and capital resources to meet our capital allocation priorities, which include maintaining the safety and compliance of our operations, paying interest on debt and preferred stock dividends, returning cash to our member-owners in the form of cash patronage and equity redemptions, and taking advantage of strategic opportunities that benefit our member-owners: August 31, 2025 2024 (Dollars in thousands) Cash and cash equivalents $ 327,826 $ 794,865 Notes payable 1,152,457 306,831 Long-term debt including current maturities 1,835,833 2,161,460 Total equities 11,080,174 10,761,924 Working capital 2,803,865 3,307,969 Current ratio* 1.5 1.6 *Current ratio is defined as current assets divided by current liabilities.
The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 biodiesel RINs decreasing by 57% and 58%, respectively, during fiscal 2024 compared to the prior year, which positively impacted our earnings. Estimates of our RIN expenses are calculated using an average RIN price each month.
The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 biodiesel RINs increasing by 24% and 29%, respectively, during fiscal 2025, compared to the prior year, which negatively impacted our earnings. Estimates of our RIN expenses are calculated using an average RIN price each month.
Percentage subtotals may differ due to rounding. The charts below detail revenues, net of intersegment revenues, and IBIT by reportable segment for fiscal 2024.
Percentage subtotals may not sum due to rounding. The charts below detail revenues, net of intersegment revenues, and IBIT by segment for fiscal 2025.
Equity Income from Investments Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Equity income from investments* $ 479,863 $ 689,590 $ (209,727) (30.4) % *See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.
Equity Income from Investments Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Equity income from investments* $ 569,665 $ 479,863 $ 89,802 18.7 % *See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.
All Other Segments* Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Corporate and Other revenues $ 77,875 $ 67,887 $ 9,988 14.7 % *Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.
All Other Segments* Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Corporate and Other revenues $ 79,094 $ 77,875 $ 1,219 1.6 % *Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.
The following table provides information about our consolidated refinery operations: Years Ended August 31, 2024 2023 Refinery throughput volumes* (Barrels per day) Heavy, high-sulfur crude oil 108,713 94,692 All other crude oil 69,137 70,397 Other feedstocks and blendstocks 11,574 11,804 Total refinery throughput volumes 189,424 176,893 Refined fuel yields Gasolines 85,210 81,006 Distillates 84,739 76,613 *Lower refinery throughput volumes and refined fuel yields experienced during fiscal 2023 were primarily due to a planned shutdown to perform major maintenance at our Laurel, Montana, refinery.
The following table provides information about our consolidated refinery operations: Years Ended August 31, 2025 2024 Refinery throughput volumes* (Barrels per day) Heavy, high-sulfur crude oil 100,029 108,713 All other crude oil 61,776 69,137 Other feedstocks and blendstocks 13,032 11,574 Total refinery throughput volumes 174,837 189,424 Refined fuel yields Gasolines 81,030 85,210 Distillates 76,297 84,739 *Lower refinery throughput volumes and refined fuel yields experienced during fiscal 2025 were primarily due to a planned shutdown to perform major maintenance at our McPherson, Kansas, refinery during the third quarter of fiscal 2025.
We expect total capital expenditures for fiscal 2025 to be approximately $837.3 million, compared to capital expenditures of $808.8 million in fiscal 2024, as we continue to invest in capital expenditures projects to meet the evolving needs of our owners and customers, enhance value for the cooperative system and unlock growth during fiscal 2025.
We expect total capital expenditures for fiscal 2026 to be approximately $575.1 million, compared to capital expenditures of $728.6 million in fiscal 2025, as we continue to invest in capital expenditures projects to meet the evolving needs of our owners and customers and enhance value for the cooperative system during fiscal 2026. • Major maintenance .
We will continue to execute our enterprise priorities for fiscal 2025, including pursuing growth through strategic investments and cooperative connections and leveraging our financial strength and resilience as we navigate less favorable market conditions for energy and agricultural commodities. 28 Table of Contents Operating Metrics Energy Our Energy segment operations primarily include our refineries in Laurel, Montana, and McPherson, Kansas, which process crude oil to produce refined products, including gasolines, distillates and other products.
We will continue to execute our enterprise priorities for fiscal 2026, including maximizing our platforms through our integrated supply chains and capitalizing on domestic and global opportunities, as we navigate less favorable market conditions for energy and agricultural commodities. 28 Table of Contents Operating Metrics Energy Our Energy segment operations primarily include our refineries in Laurel, Montana, and McPherson, Kansas, which process crude oil to produce refined products, including gasolines, distillates and other products.
The table below provides information about average market prices for agricultural commodities, as well as sales and throughput volumes that impacted our Ag segment for the years ended August 31, 2024 and 2023: Years Ended August 31, Market Source* 2024 2023 Commodity prices Corn (dollars per bushel) Chicago Board of Trade $ 4.37 $ 6.19 Soybeans (dollars per bushel) Chicago Board of Trade $ 11.88 $ 14.50 Wheat (dollars per bushel) Chicago Board of Trade $ 5.76 $ 7.17 Urea (dollars per ton) Green Markets NOLA $ 332.46 $ 420.06 Urea ammonium nitrate (dollars per ton) Green Markets NOLA $ 238.84 $ 349.87 Ethanol (dollars per gallon) Chicago Platts $ 1.83 $ 2.36 Volumes Grain and oilseed (thousands of bushels) 2,382,219 2,108,183 North American grain and oilseed port throughput (thousands of bushels) 664,025 557,414 Wholesale crop nutrients (thousands of tons) 7,245 6,628 Ethanol (thousands of gallons) 711,451 968,516 *Market source information represents the average week-end or month-end price during the period. 30 Table of Contents Results of Operations Consolidated Statements of Operations Years Ended August 31, 2024 2023 Dollars % of Revenues* Dollars % of Revenues* (In thousands) (In thousands) Revenues $ 39,261,229 100.0 % $ 45,590,004 100.0 % Cost of goods sold 37,509,902 95.5 43,213,739 94.8 Gross profit 1,751,327 4.5 2,376,265 5.2 Marketing, general and administrative expenses 1,166,969 3.0 1,032,765 2.3 Operating earnings 584,358 1.5 1,343,500 2.9 Interest expense 104,064 0.3 137,442 0.3 Other income (137,630) (0.4) (112,131) (0.2) Equity income from investments (479,863) (1.2) (689,590) (1.5) Income before income taxes 1,097,787 2.8 2,007,779 4.4 Income tax (benefit) expense (4,872) — 107,655 0.2 Net income 1,102,659 2.8 1,900,124 4.2 Net loss attributable to noncontrolling interests 340 — (314) — Net income attributable to CHS Inc. $ 1,102,319 2.8 % $ 1,900,438 4.2 % *Amounts less than 0.1% are shown as zero percent.
The table below provides information about average market prices for agricultural commodities, as well as sales and throughput volumes that impacted our Ag segment for the years ended August 31, 2025 and 2024: Years Ended August 31, Market Source* 2025 2024 Commodity prices Corn (dollars per bushel) Chicago Board of Trade $ 4.36 $ 4.37 Soybeans (dollars per bushel) Chicago Board of Trade $ 10.16 $ 11.88 Wheat (dollars per bushel) Chicago Board of Trade $ 5.40 $ 5.76 Urea (dollars per ton) Green Markets NOLA $ 368.95 $ 332.46 Urea ammonium nitrate (dollars per ton) Green Markets NOLA $ 285.44 $ 238.84 Ethanol (dollars per gallon) Chicago Platts $ 1.70 $ 1.83 Volumes Grain and oilseed (thousands of bushels) 2,433,258 2,382,219 North American grain and oilseed port throughput (thousands of bushels) 770,867 664,025 Wholesale crop nutrients (thousands of tons) 7,311 7,245 Ethanol (thousands of gallons) 565,835 711,451 *Market source information represents the average week-end or month-end price during the period. 30 Table of Contents Results of Operations Consolidated Statements of Operations Years Ended August 31, 2025 2024 Dollars % of Revenues* Dollars % of Revenues* (In thousands) (In thousands) Revenues $ 35,462,608 100.0 % $ 39,261,229 100.0 % Cost of goods sold 34,325,794 96.8 37,509,902 95.5 Gross profit 1,136,814 3.2 1,751,327 4.5 Marketing, general and administrative expenses 1,046,059 2.9 1,166,969 3.0 Operating earnings 90,755 0.3 584,358 1.5 Interest expense 146,079 0.4 104,064 0.3 Other income (100,431) (0.3) (137,630) (0.4) Equity income from investments (569,665) (1.6) (479,863) (1.2) Income before income taxes 614,772 1.7 1,097,787 2.8 Income tax (benefit) expense 16,777 — (4,872) — Net income 597,995 1.7 1,102,659 2.8 Net loss attributable to noncontrolling interests 78 — 340 — Net income attributable to CHS Inc. $ 597,917 1.7 % $ 1,102,319 2.8 % *Amounts less than 0.1% are shown as zero percent.
We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2025. 39 Table of Contents • Patronage . Our Board of Directors authorized approximately $300.0 million of our fiscal 2024 patronage-sourced earnings to be paid to our member-owners during fiscal 2025. • Equity redemptions .
We had approximately $2.3 billion of preferred stock outstanding as of August 31, 2025. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2026. • Patronage . Our Board of Directors authorized approximately $30.0 million of our fiscal 2025 patronage-sourced earnings to be paid to our member-owners during fiscal 2026. • Equity redemptions .
The $2.0 billion decrease in cash provided by operating activities in fiscal 2024 primarily reflects decreased net income, as well as decreased cash provided by receivables and inventories during fiscal 2024.
The $637.1 million decrease in cash provided by operating activities in fiscal 2025 primarily reflects decreased net income, as well as decreased cash provided by inventories during fiscal 2025.
All Other Segments Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Nitrogen Production IBIT* $ 151,235 $ 260,760 $ (109,525) (42.0) % Corporate and Other IBIT $ 174,822 $ 259,768 $ (84,946) (32.7) % *See Note 6, Investments, of the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
All Other Segments Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Nitrogen Production IBIT* $ 159,541 $ 151,235 $ 8,306 5.5 % Corporate and Other IBIT $ 216,613 $ 174,822 $ 41,791 23.9 % *See Note 6, Investments, of the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
We believe our current cash balances and available capacity on our committed and uncommitted lines of credit will provide adequate liquidity to meet our working capital needs. Contractual Obligations Our estimated future contractual obligations as of August 31, 2024, include both current and long-term obligations.
We believe our current cash balances and available capacity on our committed and uncommitted lines of credit will provide adequate liquidity to meet our working capital needs. Contractual Obligations Below is a summary of our estimated future contractual obligations as of August 31, 2025 that are expected to be paid within the next year (short-term) and thereafter (long-term).
Effective tax rates for the years ended August 31, 2024 and 2023, were (0.4)% and 5.4%, respectively. Federal and state statutory rate of 24.5% was applied to nonpatronage business activity for the years ended August 31, 2024 and 2023.
Effective tax rates for the years ended August 31, 2025 and 2024, were 2.7% and (0.4)%, respectively. Federal and state statutory rates of 24.3% and 24.5% were applied to nonpatronage business activity for the years ended August 31, 2025 and 2024, respectively. Income taxes and effective tax rates vary each year based on profitability and nonpatronage business activity.
We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to the lessor's discretion for which we have recorded asset retirement obligations.
We have other assets that we may be obligated to dismantle at the end of the corresponding lease terms subject to the lessor's discretion for which we have recorded an asset retirement obligation. Based on our estimates of the timing, cost and probability of removal, this obligation is not material.
The $481.4 million increase in cash used in investing activities in fiscal 2024 reflects increased investments and higher expenditures for property, plant and equipment during fiscal 2024 compared to fiscal 2023.
The $551.0 million decrease in cash used in investing activities in fiscal 2025 reflects increased proceeds from the sale and maturity of investments and lower expenditures for property, plant and equipment during fiscal 2025 compared to fiscal 2024.
The table below provides information about average market reference prices and differentials that impacted our Energy segment: Years Ended August 31, 2024 2023 Market indicators* WTI crude oil (dollars per barrel) $ 79.41 $ 78.25 WTI - WCS crude oil discount (dollars per barrel) $ 17.24 $ 19.94 Group 3 2:1:1 crack spread (dollars per barrel) $ 21.97 $ 36.17 Group 3 5:3:2 crack spread (dollars per barrel) $ 20.60 $ 34.25 D6 ethanol RIN (dollars per RIN) $ 0.6801 $ 1.5725 D4 biodiesel RIN (dollars per RIN) $ 0.6829 $ 1.6380 *Market source information represents the average month-end price during the period.
The table below provides 29 Table of Contents information about average market reference prices and differentials that impacted our Energy segment: Years Ended August 31, 2025 2024 Market indicators WTI crude oil (dollars per barrel) $ 68.08 $ 79.41 WTI - WCS crude oil discount (dollars per barrel) $ 11.57 $ 17.24 Group 3 2:1:1 crack spread (dollars per barrel)* $ 19.91 $ 21.97 Group 3 5:3:2 crack spread (dollars per barrel)* $ 19.12 $ 20.60 D6 ethanol RIN (dollars per RIN) $ 0.8428 $ 0.6801 D4 biodiesel RIN (dollars per RIN) $ 0.8823 $ 0.6829 *Group 3 refers to the oil refining and distribution system serving the Midwest markets from the Gulf Coast through the Plains states.
We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity; therefore, RINs must be purchased on the open market.
Environmental Protection Agency ("EPA") generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity; therefore, RINs must be purchased on the open market.
Group 3 refers to the oil refining and distribution system serving the Midwest markets from the Gulf Coast through the Plains states. 29 Table of Contents Ag Our Ag segment operations work together to facilitate the production, purchase, sale and eventual use of grain and other agricultural commodities within the United States and internationally.
Ag Our Ag segment operations work together to facilitate the production, purchase, sale and eventual use of grain and other agricultural commodities within the United States and internationally.
Corporate and Other IBIT decreased primarily due to lower equity income from our Ventura Foods investment as a result of less favorable market conditions for oil-based food products experienced during the current year compared to the prior year and a gain associated with the sale of certain assets in the prior year that did not recur in the current year. 33 Table of Contents Revenues by Segment Energy Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Revenues $ 8,766,495 $ 10,096,913 $ (1,330,418) (13.2) % The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the year ended August 31, 2024, compared to the prior year: The change in Energy segment revenues for fiscal 2024 reflects the following: • Decreased selling prices resulting from global market conditions contributed to $1.0 billion and $121.3 million decreases in revenues for refined fuels and propane, respectively. • Lower propane and refined fuels volumes contributed to $93.9 million and $64.0 million decreases in revenues, respectively, primarily driven by lower demand as a result of unfavorable weather conditions across much of our trade territory. 34 Table of Contents Ag Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Revenues $ 30,416,859 $ 35,425,204 $ (5,008,345) (14.1) % The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the year ended August 31, 2024, compared to the prior year: The change in Ag segment revenues for fiscal 2024 reflects the following: • Decreased selling prices across all of our Ag segment product categories due to global market conditions during fiscal 2024, including: ◦ $6.0 billion decrease for grain and oilseed; ◦ $1.2 billion decrease for wholesale and retail agronomy products; ◦ $484.1 million decrease for oilseed processing; and ◦ $331.6 million decrease for renewable fuels. • Increased volumes for grain and oilseed contributed to a $3.1 billion increase in revenues, primarily due to more favorable weather conditions in fiscal 2024.
Corporate and Other IBIT increased largely as a result of a gain on the sale of a business, recognized by our equity investment Ventura Foods, during the year ended August 31, 2025. 33 Table of Contents Revenues by Segment Energy Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Revenues $ 7,635,033 $ 8,766,495 $ (1,131,462) (12.9) % The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the year ended August 31, 2025, compared to the prior year: The change in Energy segment revenues for fiscal 2025 reflects the following: • Global market conditions contributed to decreased selling prices for refined fuels that resulted in a $1.1 billion decrease in revenues. 34 Table of Contents Ag Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Revenues $ 27,748,481 $ 30,416,859 $ (2,668,378) (8.8) % The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the year ended August 31, 2025, compared to the prior year: The change in Ag segment revenues for fiscal 2025 reflects the following: • Decreased selling prices across most of our Ag segment product categories due to global market conditions were experienced during fiscal 2025, including: ◦ $2.7 billion decrease for grain and oilseed; ◦ $453.5 million decrease for oilseed processing; and ◦ $111.3 million decrease associated with renewable fuels. • Increased volumes were realized across most of our Ag segment product categories, including: ◦ $590.7 million for wholesale and retail agronomy products as a result of more favorable weather conditions and strategic initiatives to grow the business and; ◦ $446.7 million for grain and oilseed as a result of higher demand due to lower prices. ◦ These increases were partially offset by decreased volumes of renewable fuels as a result of unfavorable global market conditions, which contributed to decreased revenues of $272.6 million.
Income taxes and effective tax rates vary each year based upon profitability and nonpatronage business activity. 38 Table of Contents Comparison of Results of Operations for the Years Ended August 31, 2023 and 2022 For a discussion of results of operations for fiscal 2023 compared to fiscal 2022, please refer to Part II, Item 7 , Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2023, filed with the SEC on November 8, 2023.
Comparison of Results of Operations for the Years Ended August 31, 2024 and 2023 For a discussion of results of operations for fiscal 2024 compared to fiscal 2023, please refer to Part II, Item 7 , Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2024, filed with the SEC on November 6, 2024. 38 Table of Contents Liquidity and Capital Resources In assessing our financial condition, we consider factors such as working capital, internal benchmarking related to our applicable covenants and other financial information.
Current liabilities balance changes increased working capital by $498.4 million, primarily due to a decrease in accounts and notes payable, which were driven by changes in working capital needs and lower commodity prices. We finance our working capital needs through committed and uncommitted lines of credit with domestic and international banks.
Current liabilities balance changes increased working capital by $118.3 million, primarily due to a decrease in dividends and equity payable for lower cash patronage and equity redemptions expected to be distributed during fiscal year 2026 compared to fiscal year 2025. We finance our working capital needs through committed and uncommitted lines of credit with domestic and international banks.
To execute these strategies, we are focused on implementing agile, efficient and sustainable technology platforms; building robust and efficient supply chains; hiring, developing and retaining high-performing, diverse and passionate teams; achieving operational excellence and continuous improvement; and maintaining a strong balance sheet. 27 Table of Contents Fiscal 2024 Highlights • Financial performance remained solid across our segments, although down from historically strong results in the prior year. • Our Energy segment results declined from the prior year due to evolving market conditions, including the impact of less favorable refining margins. • In our Ag segment, earnings declined compared to the prior year as a result of softening oilseed crush margins and global market conditions that drove down margins for U.S. grain and oilseed exports. • Equity method investments continued to perform well, with our CF Nitrogen investment being the largest contributor.
To execute these strategies, we are focused on implementing agile, efficient and sustainable technology platforms; building robust and efficient supply chains; hiring, developing and retaining high-performing, diverse and passionate teams; achieving operational excellence and continuous improvement; and maintaining a strong balance sheet. 27 Table of Contents Fiscal 2025 Highlights • Our Ag segment performed well, although down from strong results in the prior year.
All Other Segments Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Nitrogen Production COGS $ 138 $ 1,693 $ (1,555) (91.8)% Corporate and Other COGS $ (10,055) $ (7,341) $ (2,714) (37.0)% There were no significant changes on a dollar basis to COGS for our Nitrogen Production segment or Corporate and Other during fiscal 2024 compared to the prior year. 37 Table of Contents Marketing, General and Administrative Expenses Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Marketing, general and administrative expenses $ 1,166,969 $ 1,032,765 $ 134,204 13.0 % Marketing, general and administrative expenses increased during fiscal 2024 primarily due to higher compensation and benefit expenses, as well as higher consulting expenses primarily associated with our enterprise resource planning system implementation and other technologies to advance our operating model.
All Other Segments Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Nitrogen Production COGS $ 1,673 $ 138 $ 1,535 1,112.3% Corporate and Other COGS $ (974) $ (10,055) $ 9,081 90.3% There were no significant changes on a dollar basis to COGS for our Nitrogen Production segment or Corporate and Other during fiscal 2025 compared to the prior year. 37 Table of Contents Marketing, General and Administrative Expenses Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Marketing, general and administrative expenses $ 1,046,059 $ 1,166,969 $ (120,910) (10.4) % Marketing, general and administrative expenses decreased during fiscal 2025 primarily due to lower expenses for performance-based incentive compensation associated with our lower profitability during the current fiscal year.
Current asset balance changes decreased working capital by $419.9 million, primarily driven by a decrease in our cash balance due to a decline in cash provided by operations from year end 2023, which was partially offset by increases in receivables.
Current asset balance changes decreased working capital by $622.4 million, primarily driven by a lower cash balance due to a decline in cash provided by operations during fiscal year 2025.
We believe this information is meaningful to investors as a measure of operational efficiency and short-term financial health. Working capital is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies.
Working Capital We measure working capital as current assets less current liabilities as each amount appears on our Consolidated Balance Sheets. We believe this information is meaningful to investors as a measure of operational efficiency and short-term financial health. Working capital is not defined under U.S.
Interest Expense Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Interest expense $ 104,064 $ 137,442 $ (33,378) (24.3) % Interest expense decreased during fiscal 2024 as a result of decreased notes payable balances compared to the prior year, which was partially offset by higher interest rates compared to the prior year.
Interest Expense Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Interest expense $ 146,079 $ 104,064 $ 42,015 40.4 % Interest expense increased during fiscal 2025, as a result of a higher short-term notes payable balance, along with higher weighted-average interest rates, compared to the prior fiscal year.
Other Income Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Other income $ 137,630 $ 112,131 $ 25,499 22.7 % Other income increased during fiscal 2024 primarily as a result of increased interest income due to a larger average cash balance and higher interest rates.
Other Income Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Other income $ 100,431 $ 137,630 $ (37,199) (27.0) % Other income decreased during fiscal 2025 primarily due to decreased interest income as a result of a smaller cash balance compared to the prior fiscal year.
Increased major maintenance expectation for fiscal 2025 is due to a scheduled turnaround at our McPherson refinery during fiscal 2025 compared to minimal turnaround activities at our refineries during fiscal 2024. • Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding as of August 31, 2024.
We expect total major maintenance for fiscal 2026 to be approximately $53.3 million, compared to major maintenance of $271.4 million in fiscal 2025. Decreased major maintenance expectation for fiscal 2026 is due to significantly reduced turnaround activities at our refineries compared to the turnaround at our McPherson refinery during fiscal 2025. • Preferred stock dividends.
Working capital as of August 31, 2024 and 2023, was as follows: 2024 2023 Change (Dollars in thousands) Current assets $ 8,708,783 $ 9,128,649 $ (419,866) Less current liabilities (5,400,814) (5,899,194) 498,380 Working capital $ 3,307,969 $ 3,229,455 $ 78,514 As of August 31, 2024, working capital increased by $78.5 million compared with August 31, 2023.
Working capital as of August 31, 2025 and 2024, was as follows: 2025 2024 Change (Dollars in thousands) Current assets $ 8,086,351 $ 8,708,783 $ (622,432) Less current liabilities 5,282,486 5,400,814 (118,328) Working capital $ 2,803,865 $ 3,307,969 $ (504,104) As of August 31, 2025, working capital decreased by $504.1 million compared with August 31, 2024.
See Note 9, Notes Payable and Long-Term Debt, and Note 19 , Leases , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information on our long-term debt and leases, respectively.
(2) Finance and operating lease obligations are described in Note 19, Leases , of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K. Operating and finance lease obligations reflected in this table include related interest expense.
We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short-term (the next 12 months) and long-term operations (beyond the next 12 months). Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios.
The Board of Directors will continue to periodically evaluate the level of equity redemption activity throughout fiscal 2026 with respect to the amounts it has authorized for redemption during the fiscal year. 39 Table of Contents We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our short-term (the next 12 months) and long-term (beyond the next 12 months) operations.
Income Tax (Benefit) Expense Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Income tax (benefit) expense $ (4,872) $ 107,655 $ (112,527) (104.5) % Lower income tax expense during fiscal 2024 resulted primarily from lower nonpatronage income compared to fiscal 2023, recognition of research and development tax credits during fiscal 2024 and increased Domestic Production Activities Deduction ("DPAD") benefit.
Income Tax (Benefit) Expense Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Income tax (benefit) expense $ 16,777 $ (4,872) $ 21,649 (444.4) % Increased income tax expense during fiscal 2025 resulted primarily from lower research and development tax credits, a change in a state law and a fluctuation between taxable and nontaxable patronage income.
The change in Energy segment IBIT for fiscal 2024 reflects the following: • Lower crack spreads and decreased WCS crude oil discounts resulted from global market conditions, which contributed to an $803.8 million decrease of IBIT. • Increased repairs and maintenance expense primarily due to unplanned maintenance at our Laurel, Montana, and McPherson, Kansas refineries contributed to $44.2 million of decreased IBIT. • Lower margins from premiums on seasonal refined fuels products contributed $28.0 million of decreased IBIT. • The overall IBIT decrease was partially offset by lower costs for RINs in our refined fuels business, which contributed to a $247.2 million cost reduction. 32 Table of Contents Ag Years Ended August 31, Change 2024 2023 Dollars Percent (Dollars in thousands) Income before income taxes $ 342,677 $ 411,808 $ (69,131) (16.8) % The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the year ended August 31, 2024, compared to the prior year: *See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
This action by the EPA reduced our renewable volume obligation for production at our Laurel, Montana, refinery for those specific years and resulted in a benefit during the fourth quarter of fiscal year 2025. • Higher costs for RINs, exclusive of the small refinery exemption, contributed to a $45.7 million decrease of IBIT. 32 Table of Contents Ag Years Ended August 31, Change 2025 2024 Dollars Percent (Dollars in thousands) Income before income taxes $ 245,660 $ 342,677 $ (97,017) (28.3) % The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the year ended August 31, 2025, compared to the prior year: *See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.
Our current and long-term obligation for such arrangements is $4.8 billion and $569.8 million, respectively. 40 Table of Contents Cash Flows Years Ended August 31, 2024 2023 Change (Dollars in thousands) Net cash provided by operating activities $ 1,272,880 $ 3,284,182 $ (2,011,302) Net cash used in investing activities (1,431,588) (950,191) (481,397) Net cash used in financing activities (814,253) (1,395,468) 581,215 Effect of exchange rate changes on cash and cash equivalents 2,236 2,590 (354) Net (decrease) increase in cash and cash equivalents and restricted cash $ (970,725) $ 941,113 $ (1,911,838) Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions.
(3) Purchase obligations are legally binding and enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. 40 Table of Contents Cash Flows Years Ended August 31, 2025 2024 Change (Dollars in thousands) Net cash provided by operating activities $ 635,787 $ 1,272,880 $ (637,093) Net cash used in investing activities (880,595) (1,431,588) 550,993 Net cash used in financing activities (230,567) (814,253) 583,686 Effect of exchange rate changes on cash and cash equivalents 773 2,236 (1,463) Net decrease in cash and cash equivalents and restricted cash $ (474,602) $ (970,725) $ 496,123 Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions.
We were in compliance with all our debt covenants and restrictions as of August 31, 2024. Based on our current 2025 projections, we expect continued covenant compliance. Working Capital We measure working capital as current assets less current liabilities as each amount appears on our Consolidated Balance Sheets.
Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all our debt covenants and restrictions as of August 31, 2025. Based on our current 2026 projections, we expect continued covenant compliance.
The change in Ag segment IBIT for fiscal 2024 reflects the following: • Decreased margins of $120.2 million for oilseed processing due to a higher supply of canola and soybean meal and oil across global markets, resulting in lower crush margins and decreased margins of $34.1 million for grain and oilseed due to competitive global grain markets that compressed margins, compared to the prior year. • The margin decrease was partially offset by increased margins for wholesale and retail agronomy products driven by improved market conditions, which contributed to a $61.3 million increase of IBIT. • Higher volumes of wholesale and retail agronomy products contributed to a $27.2 million increase of IBIT due to increased demand as prices declined due to global market conditions. • Higher volumes for grain and oilseed and oilseed processing products collectively contributed to $52.2 million of increased IBIT as a result of favorable weather conditions and logistical and operational efficiencies at the oilseed crush plants.
The change in Ag segment IBIT for fiscal 2025 reflects the following: • Decreased margins for our grain and oilseed product category are primarily a result of unfavorable market conditions in North America, South America and Europe, costs associated with closing our Superior, Wisconsin, grain facility and the timing impact of mark-to-market adjustments, collectively contributed to a $118.8 million decrease in IBIT. • Decreased margins for our oilseed processing product category, due to a higher global supply of soybean and canola meal and oil, resulted in lower crush margins compared to the prior fiscal year and contributed to a $105.3 million decrease in IBIT.
Equity income from investments decreased during fiscal 2024 compared to the prior year, primarily due to lower income associated with our equity method investments in CF Nitrogen and Ventura Foods. Equity income decreased for CF Nitrogen as a result of lower selling prices for urea and UAN due to global supply and demand factors.
Equity income from investments increased during fiscal 2025 compared to the prior year, primarily due to a gain on the sale of a business recognized by our equity investment Ventura Foods.
Removed
Environmental Protection Agency ("EPA") generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. In June 2023, the EPA issued a final renewable volume obligation ("RVO") for calendar years 2020 through 2025.
Added
This was mainly due to softening grain and oilseed product margins, lower oilseed crush margins, declining commodity prices and global market conditions. • Despite strong volumes, our Energy segment results declined significantly from the prior year.
Removed
Our Nitrogen Production segment IBIT decreased from the prior year as a result of lower equity income attributed to decreased selling prices of urea and UAN, which was partially offset by decreased natural gas costs, all due to global supply and demand factors.
Added
This was driven by decreased Western Canadian Select crude oil discounts, unfavorable crack spreads and expected lower sales of produced, higher-margin refined products as a result of our planned major maintenance at our McPherson, Kansas refinery in the third quarter of fiscal year 2025. • Equity method investments continued to provide solid contributions to CHS income, including strong results from our investments in CF Nitrogen and Ventura Foods.
Removed
Equity income decreased for Ventura Foods as a result of less favorable market conditions for oil-based food products and a gain associated with the sale of certain assets in the prior year that did not reoccur in the current year.
Added
During the fourth quarter of fiscal 2025, we received notice from the EPA that our petitions seeking an extension of the small refinery exemption ("SRE") under the Renewable Fuels Standard for our Laurel, Montana, refinery were granted in full or in part for compliance years 2019 through 2024.
Removed
Liquidity and Capital Resources In assessing our financial condition, we consider factors such as working capital, internal benchmarking related to our applicable covenants and other financial information.
Added
This action by the EPA reduced our renewable volume obligation ("RVO") for production at our Laurel, Montana, refinery for those specific years and resulted in a benefit of approximately $90 million during the fourth quarter of fiscal year 2025.
Removed
On April 18, 2024, we entered into a Note Purchase Agreement to borrow $700.0 million of debt in the form of notes; the funding of these notes took place on July 16, 2024. On October 29, 2024, we amended our 10-year term loan facility reducing the size to $300.0 million and adding a converting revolver feature.
Added
We may be eligible for exemptions for compliance years 2025 and beyond, but this is highly dependent on volumes of crude oil average throughput at that time and the EPA's evaluation of those potential future petitions.
Removed
In addition, we expect over $200.0 million of incremental expenditures for potential business acquisitions during fiscal 2025. • Major maintenance . We expect total major maintenance for fiscal 2025 to be approximately $256.9 million, compared to major maintenance of $22.7 million in fiscal 2024.
Added
Further, we may incur future liabilities that partially or fully offset those benefits if the EPA reallocates the RVOs waived through the SRE process by increasing the blending requirements for larger refineries, including our McPherson, Kansas, refinery, in future years.
Removed
The Board of Directors will continue to periodically evaluate the level of equity redemption activity throughout fiscal 2025 with respect to the amounts it has authorized for redemption during the fiscal year.
Added
The change in Energy segment IBIT for fiscal 2025 reflects the following: • Significantly lower WCS crude oil discounts and crack spreads compared to the prior fiscal year, due to less favorable global market conditions, including higher U.S. refinery capacity utilization and global production, as well as additional export opportunities for Canadian crude oil, contributed to a $308.1 million decrease of IBIT. • Decreased refined fuels production volumes contributed to a $88.5 million decrease in IBIT, primarily due to planned major maintenance at our McPherson refinery which reduced the sales mix of higher-margin, produced refined fuels products relative to lower-margin, purchased refined fuels products. • The overall IBIT decrease was partially offset by an approximately $90 million favorable impact due to the small refinery exemption.
Removed
During fiscal 2025, we have a current obligation to repay $330.6 million of long-term debt, as well as $101.7 million of interest related to long-term debt. Beyond fiscal 2025, our long-term debt obligation is $1.8 billion and interest payments related to long-term debt of $747.4 million.
Added
During the fourth quarter of fiscal 2025, we received notice from the EPA that our petitions seeking an extension of the small refinery exemption under the Renewable Fuels Standard for our Laurel, Montana, refinery were granted in full or in part for compliance years 2019 through 2024.
Removed
For finance leases, we have a current and long-term obligation of $9.0 million and $49.3 million, respectively. For operating leases, we have a current and long-term obligation of $71.3 million and $176.0 million, respectively.
Added
Our Nitrogen Production segment IBIT increased slightly from the prior fiscal year due to higher equity income primarily attributed to favorable market conditions associated with urea.
Removed
We enter into purchase obligations that are legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeExpected Maturity Date Total Fair Value Liability 2025 2026 2027 2028 2029 Thereafter (Dollars in thousands) Liabilities: Variable rate miscellaneous short-term notes payable $ 163,136 $ — $ — $ — $ — $ — $ 163,136 $ 163,136 Average interest rate 3.6 % — — — — — 3.6 % — Variable rate CHS Capital short-term notes payable $ 143,695 $ — $ — $ — $ — $ — $ 143,695 $ 143,695 Average interest rate 4.3 % — — — — — 4.3 % — Fixed rate long-term debt $ 330,620 $ 80,620 $ 58,621 $ 190,600 $ 150 $ 1,455,000 $ 2,115,611 $ 2,144,170 Average interest rate 4.2 % 4.8 % 4.7 % 4.0 % 3.9 % 5.3 % 5.0 % — Variable rate long-term debt $ — $ 1,000 $ — $ — $ — $ — $ 1,000 $ 1,016 Average interest rate (a) — 6.8 % — — — — 6.8 % — (a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin.
Biggest changeExpected Maturity Date Total Fair Value Liability 2026 2027 2028 2029 2030 Thereafter (Dollars in thousands) Liabilities: Variable rate miscellaneous short-term notes payable $ 584,226 $ — $ — $ — $ — $ — $ 584,226 $ 584,226 Average interest rate 5.0 % — — — — — 5.0 % — Variable rate CHS Capital short-term notes payable $ 568,231 $ — $ — $ — $ — $ — $ 568,231 $ 568,231 Average interest rate 4.8 % — — — — — 4.8 % — Fixed rate long-term debt $ 80,778 $ 58,601 $ 190,150 $ — $ 150,000 $ 1,305,000 $ 1,784,529 $ 1,848,616 Average interest rate 4.8 % 4.7 % 4.0 % — 5.7 % 5.2 % 5.1 % — Foreign Currency Risk We were exposed to risk regarding foreign currency fluctuations during fiscal 2025 and in prior years even though a substantial amount of our international sales were denominated in U.S. dollars.
For commodities where there is no liquid derivative contract, risk is managed through the use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk but are not designated as hedging instruments for accounting purposes.
For commodities where there is no liquid derivative contract, risk is managed through use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes.
Utilization of derivatives and hedging activities is described more fully in Note 15, Derivative Financial Instruments and Hedging Activities , and Note 16, Fair Value Measurements , of the notes to our consolidated financial statements included in this Annual Report on Form 10-K.
Utilization of derivatives and hedging activities is described more fully in Note 15, 43 Table of Contents Derivative Financial Instruments and Hedging Activities , and Note 16, Fair Value Measurements , of the notes to our consolidated financial statements included in this Annual Report on Form 10-K.
Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods. 43 Table of Contents Based on our net fair market value calculation as of August 31, 2024, a 10% adverse change in market prices would not materially affect our results of operations.
Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods. Based on our net fair market value calculation as of August 31, 2025, a 10% adverse change in market prices would not materially affect our results of operations.
From time to time, we enter into foreign currency hedge contracts to minimize the impact of currency fluctuations on our transactional exposures. The notional amount of our foreign exchange derivative contracts was $1.5 billion and $1.9 billion as of August 31, 2024 and 2023.
From time to time, we enter into foreign currency hedge contracts to minimize the impact of currency fluctuations on our transactional exposures. The notional amount of our foreign exchange derivative contracts was $1.7 billion and $1.5 billion as of August 31, 2025 and 2024.
Removed
Foreign Currency Risk We were exposed to risk regarding foreign currency fluctuations during fiscal 2024 and in prior years even though a substantial amount of our international sales were denominated in U.S. dollars.

Other CHSCM 10-K year-over-year comparisons