What changed in this filing

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Item 1. Business

2025-11-05 compared with 2024-11-06 · 56 added, 47 removed, 221 unchanged (32% of the section changed)

1 unchanged sentence

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.

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").

We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including our members and other nonmember customers), both domestically and internationally.

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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.

For the year ended August 31, 2024, our total revenues were $39.3 billion and net income attributable to CHS was $1.1 billion.

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.

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.

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Our Nitrogen Production segment consists of our equity method investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses.

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.

In addition, our nonconsolidated food production and distribution joint venture, Ventura Foods, LLC ("Ventura Foods"), and our nonconsolidated wheat milling joint venture, Ardent Mills, LLC ("Ardent Mills"), are included in Corporate and Other.

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.

In addition, our nonconsolidated food production and distribution joint

venture, Ventura Foods, LLC ("Ventura Foods"), and our nonconsolidated wheat milling joint venture, Ardent Mills, LLC

("Ardent Mills"), are included in Corporate and Other.

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 allocate these earnings to our patrons in the form of patronage refunds, which are also called patronage dividends, and which may be in cash, patrons' equities in the form of capital equity certificates or both.

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We also receive patronage refunds from the cooperatives in which we are a member, if those cooperatives have earnings to distribute and if we qualify for patronage refunds from them.

Our origins date back to the early 1930s with the founding of our predecessor companies, Cenex, Inc., and Harvest States Cooperatives.

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 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 origins date back to the late 1920s with the founding of our predecessor companies, which became Cenex, Inc., and Harvest States Cooperatives.

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.

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.

The information contained on our website is not part of, and is not incorporated into, this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

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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 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.

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McPherson refinery.

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.

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.

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.

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.

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Other energy operations .

We operate nine propane terminals, four asphalt terminals, eight refined product terminals and two lubricants blending and packaging facilities.

We operate 10 refined product terminals, nine propane terminals, three asphalt terminals and one lubricants blending and packaging facility.

We also own and lease a fleet of liquid and pressure trailers and tractors, which transport refined fuels, propane, anhydrous ammonia and other products.

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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.

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.

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.

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:

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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.

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.

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This region is principally supplied by the Gulf Coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance.

Another geographic region includes Colorado, Idaho, Montana, western North Dakota, western South Dakota, Utah and Wyoming.

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.

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We compete with the major oil companies in this region, which is known for volatile prices and an active spot market.

Our Ag segment includes global grain and processing, ag retail (formerly referred to as country operations) and wholesale agronomy businesses.

Our Ag segment includes global grain and processing, ag retail and wholesale agronomy businesses.

These businesses work together to facilitate production, purchase, sale and eventual use of grain and other agricultural products within the United States and internationally.

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Our global grain marketing operations purchase grain directly from agricultural producers and elevator operators primarily in the midwestern and western United States and indirectly through our ag retail business.

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.

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.

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.

We primarily conduct our global grain marketing operations directly, but do conduct some of our operations through joint ventures, including TEMCO, LLC ("TEMCO"), a 50%-owned joint venture with Cargill, Incorporated ("Cargill"), that focuses on exports, primarily to Asia.

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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.

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.

Our ag retail business operates 420 agri-operations locations through 27 business units dispersed throughout the midwestern and western United States.

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").

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.

Our ag retail business operates approximately 400 agri-operations locations through 28 business units dispersed throughout the midwestern and western United States.

Most of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service.

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Supply is affected by weather conditions, plant disease, insect damage, acreage planted, wars and civil unrest, and government regulations and policies.

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

countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities.

Demand may also be affected by changes in eating habits, population growth, per capita consumption of some products, federal and state policies, and renewable fuels production levels and state and federal incentives.

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Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible product recalls.

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.

In our Ag segment, we have significant competition in the businesses in which we operate based principally on price, services, quality, patronage and alternative products.

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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.

There also is significant competition from products sourced from other regions of the world.

CORPORATE AND OTHER

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CHS Hedging .

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.

CHS Hedging provides commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets.

CHS Hedging is also the FCM for the majority of our commodity futures trading.

Ventura Foods is a joint venture between CHS and Mitsui & Co., with each company owning 50% interest.

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").

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.

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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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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We know that we must attract the best new talent to serve global markets effectively.

Learning and development .

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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 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.

Additionally, our lost-time injury rate was 1.0 incidents per 100 full-time workers, in line with our three-year average.

Community involvement .

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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.

During fiscal 2024 , we gave approximately $7.3 million in charitable donations through our charitable foundation and corporate giving activities.

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.

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.

CHS AUTHORIZED CAPITAL

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business