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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    August 31,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number: 0-50150
      CHS Inc.
 (Exact name of registrant as specified in its charter)
  Minnesota(State or other jurisdiction of
    incorporation or organization)

41-0251095(I.R.S. Employer
    Identification Number)5500 Cenex DriveInver Grove Heights, Minnesota 55077(Address of principal executive office,
    including zip code)

(651) 355-6000(Registrants Telephone number,
    including area code)       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  8% Cumulative Redeemable Preferred Stock

The NASDAQ Global Select Market(Title of Class)

(Name of Each Exchange on Which Registered)       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT: NONE
    YES o     NO þ
    YES o     NO þ
    YES þ     NO o
  Regulation S-T
  YES o     NO o
  Regulation S-K Form 10-K Form 10-K: o
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2
  YES o     NO þ
        DOCUMENTS INCORPORATED BY REFERENCE




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##### 





INDEX
   
  PageNo.PART I.Item 1.

Business


1The Company


1Energy


2Ag Business


5Corporate and Other


11Price Risk and Hedging


13Employees


14Membership in CHS and Authorized Capital


15Item 1A.

Risk Factors


18Item 1B.

Unresolved Staff Comments


24Item 2.

Properties


24Item 3.

Legal Proceedings


26Item 4.

(Removed and Reserved)


27PART II.Item 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


27Item 6.

Selected Financial Data


27Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


50Item 8.

Financial Statements and Supplementary Data


52Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


53Item 9A.

Controls and Procedures


53Item 9B.

Other Information


54PART III.Item 10.

Directors, Executive Officers and Corporate
    Governance


55Board of Directors


55Executive Officers


59Section 16(a) Beneficial Ownership Reporting
    Compliance


60Code of Ethics


60Audit Committee Matters


61Item 11.

Executive Compensation


61Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


82Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


83Item 14.

Principal Accounting Fees and Services


84PART IV.Item 15.

Exhibits and Financial Statement Schedules


86SUPPLEMENTAL INFORMATION


93SIGNATURES


94EX-10.11.AEX-10.46EX-10.52.DEX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I.  ITEM 1.
    BUSINESS THE
    COMPANY           1




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##### Table of Contents



CHS


IncomeBusiness Segment

Entity Name

Business Activity

Ownership%


RecognitionEnergy

National Cooperative Refinery Association

Petroleum refining


74.5
%

ConsolidatedFront Range Pipeline, LLC

Crude oil transportation


100
%

ConsolidatedCenex Pipeline, LLC

Finished product transportation


100
%

ConsolidatedAg Business

CHS do Brasil Ltda.

Grain procurement and merchandising in Brazil


100
%

ConsolidatedTEMCO, LLC

Grain exporter


50
%

Equity MethodCHS Europe S.A.

Grain merchandising in Europe


100
%

ConsolidatedCHS Ukraine, LLC

Grain procurement and merchandising in Ukraine


100
%

ConsolidatedCHS Vostok, LLC

Grain procurement and merchandising in Russia


100
%

ConsolidatedACG Trade S.A.

Grain procurement and merchandising in Russia


50
%

Equity MethodCHSINC Iberica S.L.

Grain merchandising in Spain


100
%

ConsolidatedCHS de Argentina

Grain merchandising in Argentina


100
%

ConsolidatedCHS Argritrade Bulgaria EOOD

Grain procurement and merchandising in Bulgaria


100
%

ConsolidatedCHS Argritrade Hungary LTD

Grain procurement and merchandising in Hungary


100
%

ConsolidatedCHS Argritrade Romania S.R.L.

Grain procurement and merchandising in Romania


100
%

ConsolidatedCHS Argritrade Serbia D.O.O.

Grain procurement and merchandising in Serbia


100
%

ConsolidatedS.C. Silotrans S.R.L.

Romanian grain terminal port facility


96
%

ConsolidatedHorizon Milling, LLC

Wheat milling in U.S.


24
%

Equity MethodHorizon Milling General Partnership

Wheat milling in Canada


24
%

Equity MethodCorporate and Other

Ventura Foods, LLC

Food manufacturing and distributing


50
%

Equity MethodCountry Hedging, Inc.

Risk management products broker


100
%

ConsolidatedAg States Agency, LLC

Insurance agency


100
%

ConsolidatedImpact Risk Solutions, LLC

Insurance brokerage


100
%

ConsolidatedCHS Capital, LLC

Finance company


100
%

Consolidated   Form 10-K,
   ENERGY  Overview
  ® ®
 2




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Operations
  Laurel Refinery.
    McPherson Refinery.
    Renewable Fuels Marketing.
  Other Energy Operations.
  Products
    and Services
    Sales
    and Marketing; Customers
   3




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Industry;
    Competition
    Regulation.
    Competition.
   4




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Summary
    Operating Results
    2011


2010


2009(Dollars in thousands)Revenues

$
11,467,381


$
8,799,890


$
7,639,838Cost of goods sold


10,694,687



8,437,504



7,110,324Gross profit


772,694



362,386



529,514Marketing, general and administrative


142,708



123,834



125,104Operating earnings


629,986



238,552



404,410Loss (gain) on investments


1,027



(269
)


(15,748
)Interest, net


5,829



9,939



5,483Equity income from investments


(6,802
)


(5,554
)


(4,044
)Income before income taxes

$
629,932


$
234,436


$
418,719Intersegment revenues

$
(383,389
)

$
(295,536
)

$
(251,626
)Total identifiable assets  August 31

$
3,883,205


$
3,004,471


$
3,025,522  AG
    BUSINESS    Crop
    Nutrients
  Operations
   5




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Products
    and Services
    Sales
    and Marketing; Customers
    Industry;
    Competition
  Regulation.
  Competition.
  Country
    Operations
  Overview
   6




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Products
    and Services
  Grain Purchasing.
  Other Products.
  Industry;
    Competition
  Regulation.
  Competition.
    Grain
    Marketing
  Overview
    Operations
   7




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Products
    and Services
   8




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##### Table of Contents



Sales
    and Marketing; Customers
    Industry;
    Competition
  Regulation.
  Competition.
        Oilseed
    Processing
  Operations
   9




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Products
    and Services
        Sales
    and Marketing; Customers
    Industry;
    Competition
    Regulation.
 10




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##### Table of Contents



Summary
    Operating Results
    2011


2010


2009(Dollars in thousands)Revenues

$
25,767,033


$
16,715,055


$
18,292,204Cost of goods sold


25,204,301



16,258,679



17,994,462Gross profit


562,732



456,376



297,742Marketing, general and administrative


229,369



187,640



168,886Operating earnings


333,363



268,736



128,856Gain on investments


(118,344
)


(421
)


(66
)Interest, net


57,438



33,039



53,565Equity income from investments


(40,482
)


(31,248
)


(35,453
)Income before income taxes

$
434,751


$
267,366


$
110,810Total identifiable assets  August 31

$
5,276,537


$
3,847,518


$
3,202,132  CORPORATE
    AND OTHER  Business
    Solutions
  Financial Services.
  CHS Capital, LLC.
  Country Hedging, Inc.
  Ag States Group.
 11




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Wheat
    Milling
      Foods
          Agriliance,
    LLC
   12




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Renewable
    Fuels
   PRICE
    RISK AND HEDGING    over-the-counter
     13




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EMPLOYEES       14




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MEMBERSHIP
    IN CHS AND AUTHORIZED CAPITAL  Introduction
    Distribution
    of Net Income; Patronage Dividends
          Patrons
    Equities
   15




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Governance
    Membership
      Voting
    Rights
        Debt and
    Equity Instruments
   16




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Distribution
    of Assets upon Dissolution; Merger and Consolidation
    Certain
    Antitakeover Measures
      Tax
    Treatment
         17




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
  The information in this Annual Report on
    Form 10-K
    for the year ended August 31, 2011, includes
    forward-looking statements within the meaning of the
    Private Securities Litigation Reform Act of 1995 with respect to
    CHS. In addition, CHS and its representatives and agents may
    from time to time make other written or oral forward-looking
    statements, including statements contained in its filings with
    the Securities and Exchange Commission and its reports to its
    members and securityholders. Words and phrases such as
    will likely result, are expected to,
    is anticipated, estimate,
    project and similar expressions identify
    forward-looking statements. We wish to caution readers not to
    place undue reliance on any forward-looking statements, which
    speak only as of the date made.
  Our forward-looking statements are subject to risks and
    uncertainties that could cause actual results to differ
    materially from those discussed in the forward-looking
    statements. This Cautionary Statement is for the purpose of
    qualifying for the safe harbor provisions of the Act
    and is intended to be a readily available written document that
    contains factors which could cause results to differ materially
    from those projected in the forward-looking statements. The
    following matters, among others, may have a material adverse
    effect on our business, financial condition, liquidity, results
    of operations or prospects, financial or otherwise. Reference to
    this Cautionary Statement in the context of a forward-looking
    statement shall be deemed to be a statement that any one or more
    of the following factors may cause actual results to differ
    materially from those which might be projected, forecasted,
    estimated or budgeted by us in the forward-looking statement or
    statements.
  The following factors are in addition to any other cautionary
    statements, written or oral, which may be made or referred to in
    connection with any particular forward-looking statement. The
    following review should not be construed as exhaustive.
  We undertake no obligation to revise any forward-looking
    statements to reflect future events or circumstances.
  Our
    revenues and operating results could be adversely affected by
    changes in commodity prices.
      
    levels of worldwide and domestic supplies;
    capacities of domestic and foreign refineries; 18




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##### Table of Contents




    the ability of the members of the Organization of Petroleum
    Exporting Countries (OPEC) to agree to and maintain oil price
    and production controls, and the price and level of foreign
    imports;
    disruption in supply;
    political instability or armed conflict in oil-producing regions;
    the level of consumer demand;
    the price and availability of alternative fuels;
    the availability of pipeline capacity; and
    domestic and foreign governmental regulations and taxes.    Our
    operating results could be adversely affected if our members
    were to do business with others rather than with us.
    We
    participate in highly competitive business markets in which we
    may not be able to continue to compete successfully.
    Changes
    in federal income tax laws or in our tax status could increase
    our tax liability and reduce our net income.
    We incur
    significant costs in complying with applicable laws and
    regulations. Any failure to make the capital investments
    necessary to comply with these laws and regulations could expose
    us to financial liability.
   19




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Changing
    environmental and energy laws and regulation, including those
    related to climate change and Green House Gas (GHG)
    emissions, may result in increased operating costs and capital
    expenditures and may have an adverse effect on our business
    operations.
        cap-and-trade
 20




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cap-and-trade
      Government
    policies and regulation affecting the agricultural sector and
    related industries could adversely affect our operations and
    profitability.
   21




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Environmental
    liabilities could adversely affect our results and financial
    condition.
    Actual or
    perceived quality, safety or health risks associated with our
    products could subject us to liability and damage our business
    and reputation.
    Our
    operations are subject to business interruptions and casualty
    losses; we do not insure against all potential losses and could
    be seriously harmed by unexpected liabilities.
    
    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, or the
    significant inventories that we carry could be damaged or
    destroyed by catastrophic events, extreme weather conditions or
    contamination;
    someone may accidentally or intentionally introduce a computer
    virus to our information technology systems; and
    an occurrence of a pandemic flu or other disease affecting a
    substantial part of our workforce or our customers could cause
    an interruption in our business operations, the affects of which
    could be significant.   22




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Our
    cooperative structure limits our ability to access equity
    capital.
    Consolidation
    among the producers of products we purchase and customers for
    products we sell could adversely affect our revenues and
    operating results.
        If our
    customers choose alternatives to our refined petroleum products
    our revenues and profits may decline.
    Operating
    results from our agronomy business could be volatile and are
    dependent upon certain factors outside of our control.
    Technological
    improvements in agriculture could decrease the demand for our
    agronomy and energy products.
   23




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We
    operate some of our business through joint ventures in which our
    rights to control business decisions are limited.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Energy
    Refinery

Laurel, MontanaPropane terminals

Glenwood, Minnesota; Black Creek, Wisconsin (leased to another
    entity)Transportation terminals/repair facilities

13 locations in Iowa, Kansas, Minnesota, Montana, North Dakota,
    South Dakota, Texas, Washington and Wisconsin, 2 of which are
    leasedPetroleum and asphalt terminals/storage facilities

11 locations in Montana, North Dakota and WisconsinPump stations

11 locations in Montana and North DakotaPipelines:Cenex Pipeline, LLC

Laurel, Montana to Fargo, North DakotaFront Range Pipeline, LLC

Canadian border to Laurel, Montana and on to Billings, MontanaConvenience stores/gas stations

66 locations in Idaho, Minnesota, Montana, North Dakota, South
    Dakota, Washington and Wyoming, 20 of which are leased. We own
    an additional 5 locations which we do not operate, but are on
    capital leases to othersLubricant plants/warehouses

3 locations in Minnesota, Ohio and Texas, 1 of which is leased     Refinery

McPherson, KansasPetroleum terminals/storage

2 locations in Iowa and KansasPipeline

McPherson, Kansas to Council Bluffs, IowaJayhawk Pipeline, LLC

Throughout Kansas, with branches in Nebraska, Oklahoma and TexasJayhawk stations

26 locations located in Kansas, Nebraska and OklahomaOsage Pipeline (50% owned by NCRA)

Oklahoma to KansasKaw Pipeline (67% owned by NCRA)

Throughout Kansas  24




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Ag
    Business
    Crop
    Nutrients
                     Country
    Operations
    Grain
    Marketing
                       25




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##### Table of Contents



Oilseed
    Processing
    Corporate
    and Other
  Business
    Solutions
         Wheat
    Milling
          Corporate
    Headquarters
  33-acre
    ITEM 3.
    LEGAL
    PROCEEDINGS   26




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##### Table of Contents



ITEM 4.
    (Removed
    and Reserved) PART II.  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES        ITEM 6.
    SELECTED
    FINANCIAL DATA    Summary
    Consolidated Financial Data
  2011


2010


2009


2008


2007(Dollars in thousands)Income Statement Data:Revenues

$
36,915,834


$
25,267,931


$
25,729,916


$
32,167,461


$
17,215,992Cost of goods sold


35,512,988



24,397,410



24,849,901



30,993,899



16,129,233Gross profit


1,402,846



870,521



880,015



1,173,562



1,086,759Marketing, general and administrative


438,498



366,582



355,299



329,965



245,357Operating earnings


964,348



503,939



524,716



843,597



841,402(Gain) loss on investments


(126,729
)


(29,433
)


56,305



(29,193
)


(20,616
)Interest, net


74,835



58,324



70,487



76,460



31,098Equity income from investments


(131,414
)


(108,787
)


(105,754
)


(150,413
)


(109,685
)Income before income taxes


1,147,656



583,835



503,678



946,743



940,605Income taxes


86,628



48,438



63,304



71,861



37,784Net income


1,061,028



535,397



440,374



874,882



902,821Net income attributable to noncontrolling interests


99,673



33,238



58,967



71,837



146,098Net income attributable to CHS Inc.

$
961,355


$
502,159


$
381,407


$
803,045


$
756,723Balance Sheet Data (August 31):Working capital

$
2,776,492


$
1,603,994


$
1,626,352


$
1,738,600


$
821,878Net property, plant and equipment


2,420,214



2,253,071



2,099,325



1,948,305



1,728,171Total assets


12,217,010



8,666,128



7,869,845



8,771,978



6,754,373Long-term debt, including current maturities


1,501,997



986,241



1,071,953



1,194,855



688,321Total equities


4,265,320



3,604,451



3,333,164



3,161,418



2,672,841  27




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##### Table of Contents



Summary
    Financial Data By Business Segment
  Energy


Ag Business2011


2010


2009


2011


2010


2009(Dollars in thousands)Revenues

$
11,467,381


$
8,799,890


$
7,639,838


$
25,767,033


$
16,715,055


$
18,292,204Cost of goods sold


10,694,687



8,437,504



7,110,324



25,204,301



16,258,679



17,994,462Gross profit


772,694



362,386



529,514



562,732



456,376



297,742Marketing, general and administrative


142,708



123,834



125,104



229,369



187,640



168,886Operating earnings


629,986



238,552



404,410



333,363



268,736



128,856Loss (gain) on investments


1,027



(269
)


(15,748
)


(118,344
)


(421
)


(66
)Interest, net


5,829



9,939



5,483



57,438



33,039



53,565Equity income from investments


(6,802
)


(5,554
)


(4,044
)


(40,482
)


(31,248
)


(35,453
)Income before income taxes

$
629,932


$
234,436


$
418,719


$
434,751


$
267,366


$
110,810Intersegment revenues

$
(383,389
)

$
(295,536
)

$
(251,626
)Total identifiable assets  August 31

$
3,883,205


$
3,004,471


$
3,025,522


$
5,276,537


$
3,847,518


$
3,202,132   Corporate and Other2011


2010


2009(Dollars in thousands)Revenues


64,809


$
48,522


$
49,500Cost of goods sold


(2,611
)


(3,237
)


(3,259
)Gross profit


67,420



51,759



52,759Marketing, general and administrative


66,421



55,108



61,309Operating earnings (losses)


999



(3,349
)


(8,550
)(Gain) loss on investments


(9,412
)


(28,743
)


72,119Interest, net


11,568



15,346



11,439Equity income from investments


(84,130
)


(71,985
)


(66,257
)Income (loss) before income taxes

$
82,973


$
82,033


$
(25,851
)Intersegment revenuesTotal identifiable assets  August 31

$
3,057,268


$
1,814,139


$
1,642,191  28




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
  Form 10-K. Form 10-K.
    ®
         29




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Results
    of Operations
  Comparison
    of the years ended August 31, 2011 and 2010
  General.
     30




---



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Net Income attributable to CHS
    Inc.
  Revenues.
         31




---



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Cost of Goods Sold.
         32




---



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Marketing, General and
    Administrative.
  (Gain) Loss on Investments.
  Interest, net.
  Equity Income from Investments.
     33




---



##### Table of Contents



Income Taxes.
  Noncontrolling interests.
  Comparison
    of the years ended August 31, 2010 and 2009
  General.
    lower-of-cost
   34




---



##### Table of Contents



Net Income attributable to CHS
    Inc.
  Revenues.
     35




---



##### Table of Contents



Cost of Goods Sold.
     36




---



##### Table of Contents



lower-of-cost
    Marketing, General and
    Administrative.
  (Gain) Loss on Investments.
  Interest, net.
  Equity Income from Investments.
   37




---



##### Table of Contents



Income Taxes.
  Noncontrolling interests.
  Liquidity
    and Capital Resources
    364-day 364-day
 38




---



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Cash
    Flows from Operations
  Form 10-K,
       39




---



##### Table of Contents



Cash
    Flows from Investing Activities
       40




---



##### Table of Contents



five-to-six
           41




---



##### Table of Contents



Cash
    Flows from Financing Activities
  Working
    Capital Financing:
  364-day 364-day
    CHS
    Capital Financing:
       42




---



##### Table of Contents



Long-term
    Debt Financing:
      2012

$
90,8042013


100,7072014


154,5492015


154,5002016


129,517Thereafter


871,920$
1,501,997              43




---



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Other
    Financing:
       44




---



##### Table of Contents



Off
    Balance Sheet Financing Arrangements
  Lease
    Commitments:
     45




---



##### Table of Contents



Total(Dollars in millions)2012

$
52.02013


41.42014


31.02015


25.12016


17.8Thereafter


22.9Total minimum future lease payments

$
190.2   Guarantees:
    Debt:
    Contractual
    Obligations
    Payments Due by PeriodLess than


1 - 3


3 - 5


More thanContractual Obligations

Total


1 Year


Years


Years


5 Years(Dollars in thousands)Notes payable(1)

$
577,140


$
577,140Long-term debt(1)


1,501,997



90,804


$
255,256


$
284,017


$
871,920Interest payments(2)


437,848



78,814



133,117



95,111



130,806Operating leases


190,246



51,961



72,420



42,913



22,952Purchase obligations(3)


7,422,299



7,312,609



102,313



3,790



3,587Other liabilities(4)


47,662







27,521



12,786



7,355Total obligations

$
10,177,192


$
8,111,328


$
590,627


$
438,617


$
1,036,620     (1)
    
    Included on our Consolidated Balance Sheet.(2)
    
    Based on interest rates and long-term debt balances as of
    August 31, 2011.(3)
    
    Purchase obligations are legally binding and enforceable
    agreements to purchase goods or services that specify all
    significant terms, including fixed or minimum quantities; fixed,
    minimum or variable price provisions; and time of the
    transactions. Of our total purchase obligations at
    August 31, 2011, $2,408.9 million is included in
    accounts payable and accrued expenses on our Consolidated
    Balance Sheet.(4)
    
    Other liabilities includes the long-term portion of deferred
    compensation and contractual redemptions.   46




---



##### Table of Contents



Critical
    Accounting Policies
    Inventory
    Valuation and Reserves
  last-in, first-in,
  Derivative
    Financial Instruments
  over-the-counter
  Pension
    and Other Postretirement Benefits
   47




---



##### Table of Contents



Deferred
    Tax Assets and Uncertain Tax Positions
      Long-Lived
    Assets
      and/or and/or
  Effect of
    Inflation and Foreign Currency Transactions
   48




---



##### Table of Contents



Recent
    Accounting Pronouncements
  No. 2011-02, No. 2011-02
  No. 2011-03, No. 2011-03
  No. 2011-04, No. 2011-04 No. 2011-04
  No. 2011-05, No. 2011-05 No. 2011-05
  No. 2011-08, No. 2011-08 No. 2011-08
  No. 2011-09, 715-80). No. 2011-09 No. 2011-09
 49




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  COMMODITY
    PRICE RISK
    over-the-counter
     50




---



##### Table of Contents



INTEREST
    RATE RISK
      Expected
    Maturity Date
  2012


2013


2014


2015


2016


Thereafter


Total


Fair Value(Dollars in thousands)LiabilitiesVariable rate miscellaneous short-term notes payable

$
130,719






















$
130,719


$
130,719Average interest rate


2.4
%






















2.4
%Variable rate CHS Capital short-term notes payable

$
585,549






















$
585,549


$
585,549Average interest rate


1.9
%






















1.9
%Fixed rate long-term debt

$
90,804


$
100,707


$
154,549


$
154,500


$
129,517


$
871,920


$
1,501,997


$
1,526,489Average interest rate


5.9
%


6.0
%


5.9
%


5.9
%


6.0
%


4.8
%


5.3
%Interest Rate DerivativesVariable to fixed CHS Capital notes payable interest rate swaps

$
18,854


$
18,854


$
15,536


$
14,470


$
12,424


$
4,122


$
84,260


$
750Average pay rate(a)


range



range



range



range



range



rangeAverage receive rate(b)


0.21
%


0.21
%


0.21
%


0.21
%


0.21
%


0.21
%  51




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##### Table of Contents



(a)
    
    Swaps expiring in fiscal 2013 through fiscal 2018 (18 total)
    with a range of rates from 1.98% to 5.02%(b)
    
    One month London Interbank Offered Rate (LIBOR) at
    August 31, 2011  FOREIGN
    CURRENCY RISK
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1. Regulation S-K
  November 30,


February 28,


May 31,


August 31,2010


2011


2011


2011(Unaudited)(Dollars in thousands)Revenues

$
8,135,104


$
7,706,119


$
10,471,672


$
10,602,939Gross profit


309,076



292,923



439,488



361,359Income before income taxes


231,226



214,160



465,766



236,504Net income


206,335



211,819



405,917



236,957Net income attributable to CHS Inc.


201,725



194,598



358,484



206,548   November 30,


February 28,


May 31,


August 31,2009


2010


2010


2010Revenues

$
6,195,241


$
5,878,493


$
6,575,978


$
6,618,219Gross profit


202,661



166,725



251,978



249,157Income before income taxes


138,109



93,120



181,478



171,128Net income


122,535



86,159



159,495



167,208Net income attributable to CHS Inc.


119,950



82,668



145,449



154,092   Quarterly Financial Statement Corrections
    (unaudited): No. 2009-16,
  10-Q 10-Q,
 52




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##### Table of Contents



Form 10-Q
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure of Controls and Procedures:
  Rules 13a-15(e) 15d-15(e)
  Form 10-K.
  Managements Annual Report on Internal Control Over
    Financial Reporting:
  Form 10-K
     53




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##### Table of Contents



Form 10-K Form 10-K.
  Change in Internal Control over Financial Reporting:
  Rule 13a-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   54




---



##### Table of Contents



PART III.  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE BOARD OF
    DIRECTORS    DirectorName and Address

Age


Region


SinceBruce Anderson


59



3



199513500  42nd St NE
    Glenburn, ND
    58740-9564Donald Anthony


61



8



200643970 Road 758
    Lexington, NE 68850Robert Bass


57



5



1994E 6391 Bass Road
    Reedsburg, WI 53959David Bielenberg


62



6



200916425 Herigstad Road NE
    Silverton, OR 97381Clinton J. Blew


34



8



201114304 S. Fall Street
    Hutchinson, KS 67501Dennis Carlson


50



3



20013255  50th Street
    Mandan, ND 58554Curt Eischens


59



1



19902153  330th Street North
    Minneota, MN
    56264-1880Steve Fritel


56



3



20032851  77th Street NE
    Barton, ND 58384Jerry Hasnedl


65



1



199512276  150th Avenue SE
    St. Hilaire, MN 56754 -9776David Kayser


52



4



200642046  257th Street
    Alexandria, SD 57311Randy Knecht


61



4



200140193  112th Street
    Houghton, SD 57449Greg Kruger


52



5



2008N 49494 County Road Y
    Eleva, WI 54738Michael Mulcahey


63



1



20038109  360th Avenue
    Waseca, MN 56093Richard Owen


57



2



19991591 Hawarden Road
    Geraldine, MT 59446Steve Riegel


59



8



200612748 Ridge Road
    Ford, KS 67842 55




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##### Table of Contents



DirectorName and Address

Age


Region


SinceDaniel Schurr


46



7



20063009 Wisconsin Street
    LeClaire, IA 52753Michael Toelle


49



1



19925085 St. Anthony Drive
    Browns Valley, MN 56219     Bruce Anderson
  Donald Anthony
  Robert Bass, first vice chairman
  David Bielenberg 2002-2006.
  Clinton J. Blew
 56




---



##### Table of Contents



Dennis Carlson
  Curt Eischens, second vice chairman
  Steve Fritel
  Jerry Hasnedl, secretary-treasurer
  David Kayser
  Randy Knecht, assistant secretary-treasurer
  Greg Kruger
  Michael Mulcahey
 57




---



##### Table of Contents



Richard Owen
  Steve Riegel
  Daniel Schurr
  Michael Toelle, chairman
  Director
    Elections and Voting
    
    At the time of declaration of candidacy, the individual (except
    in the case of an incumbent) must have the written endorsement
    of a locally elected producer board that is part of the CHS
    system and located within the region from which the individual
    is to be a candidate.
    At the time of the election, the individual must be less than
    the age of 68.    
    The individual must be a member of this cooperative or a member
    of a Cooperative Association Member.
    The individual must reside in the region from which he or she is
    to be elected.
    The individual must be an active farmer or rancher. Active
    farmer or rancher means an individual whose primary
    occupation is that of a farmer or rancher, excluding anyone who
    is an employee of ours or of a Cooperative Association Member. 58




---



##### Table of Contents



Region

Current IncumbentRegion 1 (Minnesota)

Jerry HasnedlRegion 1 (Minnesota)

Curt EischensRegion 2 (Montana, Wyoming)

Richard OwenRegion 3 (North Dakota)

Open *Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky,
    Maine, Maryland, Massachusetts, Michigan, New Hampshire, New
    Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont,
    Virginia, West Virginia, Wisconsin)

Greg KrugerRegion 7 (Alabama, Arkansas, Florida, Georgia, Iowa, Louisiana,
    Missouri, Mississippi, North Carolina, South Carolina and
    Tennessee)

Daniel SchurrRegion 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma,
    Texas)

Clinton J. Blew     *
    
    New position open as a result of the impending retirement of
    Bruce Anderson.   EXECUTIVE
    OFFICERS    Name

Age

PositionCarl Casale


50


President and Chief Executive OfficerJay Debertin


51


Executive Vice President and Chief Operating Officer, Energy and
    FoodsDavid Kastelic


56


Executive Vice President and Chief Financial OfficerPatrick Kluempke


63


Executive Vice President  Corporate ServicesMark Palmquist


54


Executive Vice President and Chief Operating Officer, Ag
    Business   Carl Casale
  Jay Debertin,
 59




---



##### Table of Contents



David Kastelic
  Patrick Kluempke, th
  Mark Palmquist,
 Section 16(a)
    Beneficial Ownership Reporting Compliance     Code of
    Ethics  Regulation S-K
  CHS Inc.
    Attention: Lisa Zell
    5500 Cenex Drive
    Inver Grove Heights, Minnesota 55077(651) 355-6000
 60




---



##### Table of Contents



Audit
    Committee Matters        ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Executive
    Compensation
  Overview
       61




---



##### Table of Contents



Compensation
    Philosophy and Objectives
    
    Maintaining a strong external market focus in order to attract
    and retain top talent by:  
    Aligning pay structures and total direct compensation at the
    market median through our benchmarking process
    Obtaining applicable and available survey data of similar sized
    companies
    Maintaining reasonable internal pay equity among executives in
    order to allow for broad-based development opportunities in
    support of our talent management objectives  
    Driving strong business performance through annual and long-term
    incentive programs by:  
    Rewarding executives for company, business unit and individual
    performance
    Aligning executive rewards with competitive returns to our owner
    members
    Ensuring compensation components are mutually supportive and not
    contradictory
    Aligning annual and long-term results with performance goals  
    Ensuring compliance with federal and state regulations    Components
    of Executive Compensation and Benefits
     62




---



##### Table of Contents



day-to-day
    Components
    of Compensation
  line-of-sight
  Pay Element

Definition of Pay Element

Purpose of Pay ElementBase Salary

Competitive base level of compensation provided relative to
    skills, experience, knowledge and contributions

   Provides the fundamental element of
    compensation based on competitive market practice and internal
    equity considerationsAnnual Variable Pay

Broad-based employee short-term performance based variable pay
    incentive for achieving predetermined annual financial and
    individual performance objectives

   Provide a direct link between pay and
    annual business objectives
       Pay for performance to motivate and
    encourage the achievement of critical business initiativesProfit Sharing

Broad-based employee short-term performance based variable pay
    program for achieving predetermined return on equity performance
    levels

   Provide a direct link between employee
    pay and CHSs profitability
       Encourage proper expense control and
    containment 63




---



##### Table of Contents



Pay Element

Definition of Pay Element

Purpose of Pay ElementLong-Term Incentive Plans

Long-term performance based variable pay incentive for senior
    management to achieve predetermined triennial return on equity
    performance goals

   Provide a direct link between senior
    management pay and long-term strategic business objectives
       Align management and member-owner
    interests
       Encourage retention of key managementRetirement Benefits

Retirement benefits under the qualified retirement benefits are
    identical to the broad-based retirement plans generally
    available to all full-time employees

   These benefits are a part of our
    broad-based employee total rewards programThe supplemental plans include non-qualified retirement benefits
    that restore qualified benefits contained in our broad-based
    plans for employees whose retirement benefits are limited by
    salary caps under the Internal Revenue Code. In addition, the
    plans allow participants to voluntarily defer receipt of a
    portion of their income

   These benefits are provided to attract
    and retain senior managers with total rewards programs that are
    competitive with comparable companiesHealth & Welfare Benefits

Medical, dental, vision, life insurance and disability benefits
    generally available to all full-time employees with supplemental
    executive long-term disability

   These benefits are a part of our
    broad-based employee total rewards programAdditional Benefits and Perquisites

Additional benefits and perquisites provided to certain
    officers, including our Named Executive Officers

   These benefits are provided to remain
    competitive with comparable companies, retain individuals who
    are critical to CHS, facilitate the executives
    relationships with customers and to support their roles in the
    community   Base
    Pay:
     64




---



##### Table of Contents



Annual
    Variable Pay:
      CHS Company


Business Unit

Management Business

Percent of TargetPerformance Level

Performance Goal


Performance Goal

Objectives

AwardMaximum
    Target
    Threshold
    Below Threshold


14% Return on Equity
    10% Return on Equity
    8% Return on Equity


Threshold, Target
    and Maximum Return on Equity goals vary by business unit

Individual
    performance goals


200%
    100%
    20%
    0%        65




---



##### Table of Contents



Carl Casale

$
2,125,000David Kastelic

$
763,140Mark Palmquist

$
837,620Jay Debertin

$
837,620Patrick Kluempke

$
655,200John D. Johnson

$
600,000John Schmitz

$
249,993   Profit Sharing:
    ProfitEquates to Net

SharingReturn On Equity

Income for Fiscal 2011

Award14.0%

$467.0 Million


5
%12.0%

$400.3 Million


4
%10.0%

$333.6 Million


3
%9.0%

$300.2 Million


2
%8.0%

$266.9 Million


1
%     ProfitEquates to Net

SharingReturn On Equity

Income for Fiscal 2012

Award14.0%

$548.2 Million


5
%12.0%

$469.9 Million


4
%10.0%

$391.6 Million


3
%9.0%

$352.4 Million


2
%8.0%

$313.2 Million


1
%   Long-Term
    Incentive Plans:
   66




---



##### Table of Contents



2009-2011 2011-2013 2009-2011
  28-month
  2009-2011
  Carl Casale

$
2,125,000David Kastelic

$
422,033Mark Palmquist

$
828,006Jay Debertin

$
699,206Patrick Kluempke

$
618,426John D. Johnson

$
1,400,000John Schmitz

$
583,318   Retirement
    Benefits:
    
    CHS Inc. Pension Plan
    CHS Inc. 401(k) Plan
    CHS Inc. Supplemental Executive Retirement Plan
    CHS Inc. Deferred Compensation Plan  CHS Inc.
    Pension Plan
   67




---



##### Table of Contents



pay credits investment credits
      Regular
    Pay Credits
  Pay Below Social Security

Pay Above Social SecurityYears of Benefit Service

Taxable Wage Base

Taxable Wage Base1 - 3 years


3
%


6
%4 - 7 years


4
%


8
%8 - 11 years


5
%


10
%12 - 15 years


6
%


12
%16 years or more


7
%


14
%   Mid
    Career Pay Credits
    Minimum Pay CreditPay Below Social Security

Pay Above Social SecurityAge at Date of Hire

Taxable Wage Base

Taxable Wage BaseAge 40 - 44


4
%


8
%Age 45 - 49


5
%


10
%Age 50 or more


6
%


12
%   Special
    Career Credits
    Total Age and ServiceAs of 1/01/1988

Additional Credit of50 - 54


1
%55 - 59


2
%60 - 64


3
%65 - 69


4
%70 or more


5
%  68




---



##### Table of Contents



Investment
    Credits
  12-month
  CHS Inc.
    401(k) Plan
      CHS Inc.
    Supplemental Executive Retirement Plan and CHS Inc. Deferred
    Compensation Plan
             69




---



##### Table of Contents



Health &
    Welfare Benefits:
    Medical
    Plans
    Dental,
    Vision, and Hearing Plan
    Life,
    AD&D and Dependent Life Insurance
    Short-
    and Long-term Disability
    Flexible
    Spending Accounts/Health Savings Accounts
   70




---



##### Table of Contents



Travel
    Assistance Program
    Additional
    Benefits and Perquisites:
    Summary
    Compensation Table
  Change in PensionValue andNon-QualifiedNon-Equity

Deferred

All OtherIncentive Plan

Compensation

Compensation(5)(6)Name and Principal Position

Year

Salary(1)

Compensation(1)(2)

Earnings(3)(4)

(7)(8)(9)

TotalCarl Casale


2011


$
566,667


$
4,250,000


$
0


$
910,956


$
5,727,623President & Chief Executive OfficerDavid Kastelic


2011



424,334



1,185,173



122,522



74,560



1,806,589Executive Vice President &Chief Financial OfficerMark Palmquist


2011



602,337



1,665,626



252,606



153,740



2,674,309Executive Vice President and Chief


2010



588,000



1,637,060



568,334



129,081



2,922,475Operating Officer Ag Business


2009



588,000



1,433,448



393,335



145,841



2,560,624Jay Debertin


2011



516,667



1,536,826



208,868



131,724



2,394,085Executive Vice President and Chief


2010



450,000



1,247,074



458,099



112,656



2,267,829Operating Officer Energy and Foods


2009



450,000



1,202,513



309,297



166,720



2,128,530Patrick Kluempke


2011



448,942



1,273,626



223,530



115,915



2,062,013Executive Vice PresidentJohn D. Johnson


2011



300,000



2,000,000



1,128,430



378,201



3,806,631Retired President &


2010



900,000



3,600,000



2,001,285



251,423



6,752,708Chief Executive Officer


2009



900,000



3,415,680



1,666,170



262,086



6,243,936John Schmitz


2011



178,567



833,311



209,439



154,021



1,375,338Retired Executive Vice President &


2010



535,700



1,486,894



438,452



115,595



2,576,641Chief Financial Officer


2009



535,700



1,394,997



362,542



118,721



2,411,960     (1)
    
    Amounts reflect the gross compensation and include any
    applicable deferrals. Mr. Debertin deferred $504,000 in
    2011, $483,286 in 2010, $517,976 in 2009.(2)
    
    Amounts include CHS fiscal 2011 annual variable pay awards and
    fiscal
    2009-2011
    long-term incentive awards.(3)
    
    This column represents both changes in pension value and
    above-market earnings on deferred compensation. Change in
    pension value is the aggregate change in the actuarial present
    value of the Named Executive Officers benefit under their
    retirement program and nonqualified earnings, if applicable.Above-market earnings represent earnings exceeding 120% of the
    Federal Reserve long-term rate as determined by the Internal
    Revenue Service (IRS) on applicable funds. The following Named
    Executive Officers had above market earnings in 2011:
    Mr. Palmquist- $17,852; Mr. Debertin- $40,893;
    Mr. Kastelic- $13,522; Mr. Kluempke- $17,969;
    Mr. Johnson- $202,059; and Mr. Schmitz- $25,813, and
    above market earnings in 2010: Mr. Johnson- $294,417;
    Mr. Schmitz- $43,836; Mr. Palmquist- $32,787; and
    Mr. Debertin- $70,292, and above market earnings in 2009:
    Mr. Johnson- $350,846; Mr. Schmitz- $58,418;
    Mr. Palmquist- $48,082; and Mr. Debertin- $83,791. 71




---



##### Table of Contents



(4)
    
    The 2009 Change in Pension Value is an annualized value based on
    the 14-month
    period from June 30, 2008 to August 31, 2009. The
    total change in value is annualized by multiplying by 12/14. The
    2010 Change in Pension Value is for the period September 1,
    2009 to August 31, 2010. The 2011 Change in Pension Value
    is for the period September 1, 2010 to August 31, 2011.(5)
    
    Amounts include CHS paid executive LTD, travel accident
    insurance, executive physical, CHS contributions during fiscal
    2011 to qualified and non-qualified defined contribution plans,
    car allowance, spousal travel, event tickets, club
    dues/memberships and financial planning.(6)
    
    This column includes fiscal 2011 car allowance amounts as
    follows: Mr. Palmquist- $15,120; Mr. Debertin-
    $15,120; Mr. Kastelic- $15,120; Mr. Kluempke- $15,120;
    Mr. Johnson- $8,600; and Mr. Schmitz- $5,040.(7)
    
    Includes the following payments made in fiscal 2011: $833,334
    payout covering earned and forfeited compensation from previous
    company, $30,000 relocation expenses with a gross up value of
    $53,860, and legal fees for Mr. Casale per his employment
    agreement.(8)
    
    Includes payment for unused Paid Time Off for Mr. Johnson-
    $103,846, and Mr. Schmitz- $43,268.(9)
    
    Includes the cost to us of a trip for Mr. Johnson and his
    wife during fiscal 2011 from the CHS Board of Directors valued
    at $16,074 with a gross up value of $28,051.  Agreements
    with Named Executive Officers
  Form 10-K.
      Form 10-K.
   72




---



##### Table of Contents



Form 10-K.
    Explanation
    of Ratio of Salary and Bonus to Total Compensation
    Fiscal
    2011 Executive Compensation Mix at Target
    
 73




---



##### Table of Contents



2011
    Grants of Plan-Based Awards
    Estimated Future Payouts Under Non-Equity Incentive Plan Awards
    (3)
  Name

Grant Date

Threshold

Target

MaximumCarl Casale


9-1-10
(1)

$
212,500


$
1,062,500


$
2,125,0009-1-10
(2)


212,500



1,062,500



2,125,000David Kastelic


9-1-10
(1)


76,314



381,570



763,1409-1-10
(2)


76,314



381,570



763,140Mark Palmquist


9-1-10
(1)


83,762



418,810



837,6209-1-10
(2)


87,367



436,836



873,672Jay Debertin


9-1-10
(1)


83,762



418,810



837,6209-1-10
(2)


83,762



418,810



837,620Patrick Kluempke


9-1-10
(1)


65,520



327,600



655,2009-1-10
(2)


67,200



336,000



672,000John D. Johnson


9-1-10
(1)


60,000



300,000



600,000John Schmitz


9-1-10
(1)


24,999



124,997



249,993     (1)
    
    Represents range of possible awards under our 2011 Annual
    Variable Pay Plan. The actual amount of the award earned for
    fiscal 2011 is presented in the Non-Equity Incentive Plan
    Compensation column of our Summary Compensation Table. The
    Annual Variable Pay Plan is described in the Compensation
    Discussion and Analysis.(2)
    
    Represents range of possible awards under our Long-Term
    Incentive Plan for the fiscal
    2011-2013
    performance period. Goals are based on achieving a three-year
    ROE of 8%, 10% and 14%. Awards are earned over a three-year
    period and vest over an additional
    28-month
    period. The Long Term Incentive Plan is described in the
    Compensation Discussion and Analysis.(3)
    
    In an effort to simplify plan design and administer plans
    consistently, starting with the 2012 Annual Variable Pay Plan
    awards will be calculated using fiscal year end base pay, and
    with the
    2011-2013
    Long Term Incentive Plan, long term incentive awards will be
    calculated using three year average base salary instead of three
    year average midpoint for all participants. During this
    transition, the fiscal year end midpoint or three year average
    midpoint will be used if it is higher than. 74




---



##### Table of Contents



Grants of
    Plan Based Award Table Material Terms of Awards Disclosed in
    Table
  Agreements
    with Named Executive Officers.
  Pension
    Benefits Table
  Number of

PresentYears of

Value of

PaymentsCredited

Accumulated

During LastName

Plan Name

Service

Benefits

Fiscal YearCarl Casale

CHS Inc. Pension Plan


0


$
0


$
0SERP


0



0



0David Kastelic(1)

CHS Inc. Pension Plan


18.1667



359,424



0SERP


18.1667



433,084



0Mark Palmquist

CHS Inc. Pension Plan


32.0000



663,580



0SERP


32.0000



1,788,087



0Jay Debertin

CHS Inc. Pension Plan


27.2500



509,067



0SERP


27.2500



967,477



0Patrick Kluempke(1)

CHS Inc. Pension Plan


29.0830



647,983



0SERP


29.0830



1,117,497



0John D. Johnson(1)

CHS Inc. Pension Plan


34.1667



1,566,103



1,566,103SERP


34.1667



5,245,352



5,245,352Special SERP


34.1667



4,098,075



4,098,075John Schmitz(1)

CHS Inc. Pension Plan


36.2500



715,058



715,058SERP


36.2500



1,578,328



1,578,328     (1)
    
    An executive is eligible for early retirement in both the CHS
    Inc. Pension Plan and the SERP.      Form 10-K
  
    Discount rate of 4.75%;
    RP-2000 Combined Healthy Participant mortality table
    (post-decrement only);
    Each Named Executive Officer is assumed to retire at the
    earliest retirement age at which unreduced benefits are
    available (age 65). The early retirement benefit under the
    cash balance plan formula is equal to the participants
    account balance. Early retirement is not defined under the
    Special SERP; and
    Payments under the cash balance formula of the Pension Plan
    assume a lump sum payment. SERP benefits are payable as a lump
    sum.   75




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##### Table of Contents



Year

Amount2003-2007

$
263,6632008


306,1632009


350,4282010


395,481           2011
    Nonqualified Deferred Compensation Table
  Executive

Registrant



Aggregate

Aggregate BalanceContributions in

Contributions in

Aggregate Earnings

Withdrawals/

at Last Fiscal YearName

Last Fiscal Year (3)

Last Fiscal Year (1)

in Last Fiscal Year (4)

Distributions (5)

End (1),(2)Carl Casale

$
0


$
0


$
0


$
0


$
0David Kastelic


0



326,677



123,793



306,861



2,471,248Mark Palmquist


0



909,793



157,083



854,108



3,191,525Jay Debertin


504,000



692,720



403,434



0



8,215,930Patrick Kluempke


0



654,913



150,898



888,868



2,856,661John D. Johnson


0



2,735,269



736,564



20,518,025



2,564,946John Schmitz


0



830,779



215,578



5,569,981



0     (1)
    
    Deferrals under the Deferred Compensation Plan are made by the
    Named Executive Officer. Amounts include LTIP, retirement
    contributions on amounts exceeding IRS compensation limits,
    Profit Sharing, 401(k) match plus Mr. Johnsons
    Special SERP.(2)
    
    Amounts vary in accordance with individual pension plan
    provisions and voluntary employee deferrals and withdrawals.
    These amounts include rollovers, voluntary salary and voluntary
    incentive plan contributions from predecessor plans with
    predecessor employers that have increased in value over the
    course of the executives career. Named Executive Officers
    may defer up to 30% of their base salary and up to 100% of their
    annual variable pay to the Deferred Compensation Plan. Earnings
    on amounts deferred under the plan are determined based on the
    investment election made by the Named Executive Officer from
    five market 76




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##### Table of Contents



based notional investments with a varying level of risk selected
    by CHS, and a fixed rate fund. Named Executive Officers may
    change their investment election daily with a maximum of 12
    changes per year. Payments of amounts deferred are made in
    accordance with elections by the Named Executive Officer and in
    accordance with Section 409A under the Internal Revenue
    Code. Payments under the Deferred Compensation Plan may be made
    at a specified date elected by the Named Executive Officer or
    deferred until retirement, disability, or death. Payments would
    be made in a lump sum. In the event of retirement, the Named
    Executive Officer can elect to receive payments either in a lump
    sum or annual installments up to 10 years.(3)
    
    Includes amounts deferred from salary and annual incentive pay
    reflected in the Summary Compensation Table.(4)
    
    The amounts in this column include the change in value of the
    balance, not including contributions made by the Named Executive
    Officer.(5)
    
    Includes amounts distributed for Special SERP which is also
    reflected in the Pension Benefits Table.  Post
    Employment
        Carl Casale(1)

$
3,862,776David Kastelic

$
500,000Mark Palmquist

$
609,505Jay Debertin(1)

$
1,966,228Patrick Kluempke

$
468,000     (1)
    
    These numbers include the value of health insurance based on
    current monthly rate.     77




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##### Table of Contents



Carl Casale(1)

$
4,858,470     (1)
    
    These numbers include the value of health insurance based on
    current monthly rate.    Director
    Compensation
  Overview
    Director
    Retirement and Healthcare Benefits
         78




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##### Table of Contents



Years of Service

Director

CHS0 to 3


100
%


0
%3 to 6


50
%


50
%6+


0
%


100
%   Director
    Life Insurance
    CHS Inc.
    Deferred Compensation Plan
      Subsequent
    Material Event
      Amount

Target$50,000 (maximum)

14% Return on CHS Equity$25,000 (Target)

10% Return on CHS Equity$5,000 (Minimum)

8% Return on CHS Equity$0

Below 8% Return on CHS Equity      79




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##### Table of Contents



Director
    Compensation Table
  Change in Pension Valueand NonqualifiedFees Earned or

Deferred Compensation

All OtherName(1)

Paid in Cash (1)(2)

Earnings (3)

Compensation (4)

TotalBruce Anderson

$
64,500


$
146,929


$
13,038


$
224,467Donald Anthony


69,300



66,652



13,055



149,007Robert Bass


68,700



117,486



13,804



199,990David Bielenberg


66,600



72,533



20,563



159,696Clinton Blew


48,900



8,315



14,677



71,892Dennis Carlson (5)


69,900



68,513



13,607



152,020Curt Eischens


61,500



133,366



14,267



209,133Steven Fritel


68,250



85,260



16,910



170,420Jerry Hasnedl (5)


78,450



103,978



16,709



199,137David Kayser


62,250



52,440



21,303



135,993Randy Knecht


71,400



102,160



13,364



186,924Greg Kruger


65,700



43,321



1,476



110,497Michael Mulcahey


65,700



84,308



12,483



162,491Richard Owen


72,900



118,483



13,274



204,657Steve Riegel


65,100



73,604



12,119



150,823Daniel Schurr


66,900



38,762



22,590



128,252Michael Toelle


84,300



76,835



24,091



185,226     (1)
    
    Mr. Blew was elected to the Board December 3, 2010.(2)
    
    Of this amount, the following directors deferred the succeeding
    amounts to the Deferred Compensation Plan: Mr. Hasnedl,
    $6,000; Mr. Mulcahey, $6,000; and Mr. Toelle, $6,000.(3)
    
    This column represents both changes in pension value and
    above-market earnings on deferred compensation. Change in
    pension value is the aggregate change in the actuarial present
    value of the directors benefit under their retirement
    program, and nonqualified earnings, if applicable. The change in
    pension value will vary by director based on several factors
    including age, service, pension benefit elected (lump sum or
    annuity  see above), discount rate and mortality
    factor used to calculate the benefit due.Above-market earnings represent earnings exceeding 120% of the
    Federal Reserve long-term rate as determined by the IRS on
    applicable funds. The following directors had above market
    earnings during the year: Mr. Bass- $165; Mr. Fritel-
    $25; Mr. Hasnedl- $84; Mr. Knecht- $57;
    Mr. Mulcahey- $14; and Mr. Toelle- $58.(4)
    
    All other compensation includes health and life insurance
    premiums, conference and registration fees, meals and related
    spouse expenses for trips made with a director on CHS business.
    Total amounts vary primarily due to the variations in life and
    health insurance premiums which are due to several factors,
    including the directors age, length of service and the
    number of dependents covered by health care benefits. Health care premiums paid for directors include:
    $11,644 for Mr. Anderson; Mr. Anthony; Mr. Bass,
    Mr. Bielenberg; Mr. Carlson; Mr. Hasnedl;
    Mr. Knecht; Mr. Mulcahey; Mr. Owen; and
    Mr. Riegel; and $20,164 for Mr. Kayser;
    Mr. Schurr; and Mr. Toelle; and $14,484 for
    Mr. Fritel; and $13,656 for Mr. Blew; and $13,124 for
    Mr. Eischens.(5)
    
    Made a one-time irrevocable retirement election in 2005 to
    receive a lump sum benefit under the director retirement plan.
    All other directors will receive a monthly annuity upon
    retirement. The plan benefit was frozen as of August 31,
    2010. 80




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
      Report
    of the Corporate Responsibility Committee
  Regulation S-K Form 10-K.
         Disclosure
    for Item 402(s) of
    Regulation S-K
  Regulation S-K. Regulation S-K.
 81




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Amount andNature ofBeneficialTitle of Class

Name of Beneficial Owner

Ownership


% of Class(1)8% Cumulative Redeemable
    Preferred Stock

Directors:Michael Toelle


520 shares
(2)


*Bruce Anderson


351 shares



*Donald Anthony


100 shares



*Robert Bass


120 shares



*David Bielenberg


12,510 shares



*Clinton J. Blew


0 shares



*Dennis Carlson


710 shares
(2)


*Curt Eischens


120 shares



*Steve Fritel


1,655 shares



*Jerry Hasnedl


975 shares



*David Kayser


0 shares



*Randy Knecht


863 shares
(2)


*Gregory Kruger


0 shares



*Michael Mulcahey


100 shares



*Richard Owen


240 shares



*Steve Riegel


210 shares



*Daniel Schurr


0 shares



*Named Executive Officers:Carl M. Casale


0 shares



*Jay Debertin


1,200 shares
(2)


*David A. Kastelic


400 shares



*Patrick Kluempke


2,868 shares



*Mark Palmquist


400 shares



*Directors and executive officers as a group


23,342 shares



*     (1)
    
    As of August 31, 2011, there were 12,272,003 shares of
    8% Cumulative Redeemable Preferred Stock outstanding.(2)
    
    Includes shares held by spouse, children and Individual
    Retirement Accounts (IRA).*
    
    Less than 1%.       82




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law sister-in-law
  Product Sales

PatronageName

and Purchases

DividendsBruce Anderson

$
171,476


$
6,796Donald Anthony


179,361



5,834Dennis Carlson


153,523



16,131Curt Eischens


814,050



918Steve Fritel


290,785



34,925Jerry Hasnedl


1,483,378



45,989David Kayser


1,298,908



29,855Michael Mulcahey


282,627



3,108Richard Owen


131,534



1,594Michael Toelle


1,763,566



56,979     Review,
    Approval or Ratification of Related Party Transaction
      Director
    Independence
   83




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##### Table of Contents



Bruce Anderson

Donald AnthonyRobert Bass

David BielenbergClinton J. Blew

Dennis CarlsonSteve Fritel

Jerry HasnedlDavid Kayser

Greg KrugerRandy Knecht

Richard OwenMichael Mulcahey

Steve RiegelDaniel Schurr

Michael Toelle     Independence
    of CEO and Board Chairman Positions
    Board of
    Directors Role in Risk Oversight
  and/or
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    (Dollars inthousands)Description of Fees

2011


2010Audit Fees(1)

$
1,954


$
2,357Audit  Related Fees(2)


208



102Tax Fees(3)


29



24All Other Fees






Total

$
2,191


$
2,483  84




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##### Table of Contents



(1)
    
    Includes fees for audit of annual financial statements and
    reviews of the related quarterly financial statements, certain
    statutory audits, work related to filings of registration
    statements, and services for 404 readiness efforts.(2)
    
    Includes fees for employee benefit plan audits.(3)
    
    Includes fees related to tax compliance, tax advice and tax
    planning.     85




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##### Table of Contents



PART IV.  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  FINANCIAL STATEMENTS
  Form 10-K.
  Page No.Report of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of August 31,
    2011 and 2010


F-2Consolidated Statements of Operations for the
    years ended August 31, 2011, 2010 and 2009


F-3Consolidated Statements of Equities and
    Comprehensive Income for the years ended August 31, 2011,
    2010 and 2009


F-4Consolidated Statements of Cash Flows for the
    years ended August 31, 2011, 2010 and 2009


F-5Notes to Consolidated Financial Statements


F-6   FINANCIAL STATEMENT SCHEDULES
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Balance at

Additions:

Deductions:

Balance atBeginning

Charged to Costs

Write-offs, net

Endof Year

and Expenses

of Recoveries

of Year(Dollars in thousands)Allowances for Doubtful Accounts2011

$
99,535


$
31,792


$
(12,301
)

$
119,0262010


99,025



6,688



(6,178
)


99,5352009


73,651



32,019



(6,645
)


99,025  86




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on
  Financial
    Statement Schedule
    page F-1 Form 10-K Form 10-K.
  
     87




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##### Table of Contents



EXHIBITS
  3
.1

Articles of Incorporation of CHS Inc., as amended. (Incorporated
    by reference to our Form 10-Q for the quarterly period ended
    November 30, 2006, filed January 11, 2007).3
.1A

Amended Article III, Section 3(b) of Bylaws of CHS Inc.
    (Incorporated by reference to our Current Report on Form 8-K,
    filed May 5, 2010).3
.1B

Amendment to the Bylaws of CHS Inc. (Incorporated by reference
    to our Current Report on Form 8-K, filed December 7, 2010).3
.2

Bylaws of CHS Inc. (Incorporated by reference to our
    Registration Statement on Form S-1
    (File No. 333-156255),
    filed December 17, 2008).4
.1

Resolution Creating a Series of Preferred Equity to be
    Designated 8% Cumulative Redeemable Preferred Stock.
    (Incorporated by reference to Amendment No. 1 to our
    Registration Statement on Form S-2 (File No. 333-101916), dated
    January 13, 2003).4
.2

Form of Certificate Representing 8% Cumulative Redeemable
    Preferred Stock. (Incorporated by reference to Amendment No. 2
    to our Registration Statement on Form S-2 (File No. 333-101916),
    dated January 23, 2003).4
.3

Unanimous Written Consent Resolution of the Board of Directors
    Amending the Amended and Restated Resolution Creating a Series
    of Preferred Equity to be Designated 8% Cumulative Redeemable
    Preferred Stock. (Incorporated by reference to Amendment No. 2
    to our Registration Statement on Form S-2 (File No. 333-101916),
    dated January 23, 2003).10
.1

Employment Agreement between CHS Inc. and Carl M. Casale, dated
    November 22, 2010 (Incorporated by reference to our Current
    Report on Form 8-K, filed November 22, 2010). (+)10
.2

Change of Control Agreement between CHS Inc. and Carl M. Casale,
    dated November 22, 2010 (Incorporated by reference to our
    Current Report on Form 8-K, filed November 22, 2010). (+)10
.3

Employment Security Agreement between CHS Inc. and Jay Debertin,
    dated December 23, 2010 (Incorporated by reference to our
    Current Report on Form 8-K, filed December 28, 2010). (+)10
.4

Cenex Harvest States Cooperatives Supplemental Savings Plan.
    (Incorporated by reference to our Form 10-K for the year
    ended August 31, 2000, filed November 22, 2000). (+)10
.4A

Amendment No. 3 to the CHS Inc. Supplemental Savings Plan.
    (Incorporated by reference to our Form 10-Q for the
    quarterly period ended May 31, 2006, filed July 12, 2006). (+)10
.5

CHS Inc. Supplemental Executive Retirement Plan (2010
    Restatement).  (Incorporated by reference to our Form 10-Q for
    the quarterly period ended May 31, 2010, filed July 8, 2010). (+)10
.5A

Amendment No. 1 to the CHS Inc. Supplemental Executive
    Retirement Plan (2010 Restatement). (Incorporated by reference
    to our Form 10-Q for the quarterly period ended November 30,
    2010, filed January 11, 2011). (+)10
.5B

Amendment No. 2 to the CHS Inc. Supplemental Executive
    Retirement Plan (2010 Restatement). (Incorporated by reference
    to our Form 10-Q for the quarterly period ended November 30,
    2010, filed January 11, 2011). (+)10
.6

Cenex Harvest States Cooperatives Senior Management Compensation
    Plan. (Incorporated by reference to our Form 10-K for the year
    ended August 31, 2000, filed November 22, 2000). (+)10
.7

Cenex Harvest States Cooperatives Executive Long-Term Variable
    Compensation Plan. (Incorporated by reference to our Form 10-K
    for the year ended August 31, 2000, filed November 22, 2000). (+)10
.8

Cenex Harvest States Cooperatives Share Option Plan.
    (Incorporated by reference to our Form 10-K for the year ended
    August 31, 2004, filed November 18, 2004). (+)10
.8A

Amendment to Cenex Harvest States Share Option Plan, dated June
    28, 2001. (Incorporated by reference to our Registration
    Statement on Form S-2 (File No. 333-65364), filed July 18,
    2001). (+)10
.8B

Amendment No. 2 to Cenex Harvest States Share Option Plan, dated
    May 2, 2001. (Incorporated by reference to our Form 10-K for the
    year ended August 31, 2004, filed November 18, 2004). (+) 88




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##### Table of Contents



10
.8C

Amendment No. 3 to Cenex Harvest States Share Option Plan, dated
    June 4, 2002. (Incorporated by reference to our Form 10-K for
    the year ended August 31, 2004, filed November 18, 2004). (+)10
.8D

Amendment No. 4 to Cenex Harvest States Share Option Plan, dated
    April 6, 2004. (Incorporated by reference to our Form 10-K for
    the year ended August 31, 2004, filed November 18, 2004). (+)10
.9

CHS Inc. Share Option Plan Option Agreement. (Incorporated by
    reference to our Form 10-K for the year ended August 31, 2004,
    filed November 18, 2004). (+)10
.10

CHS Inc. Share Option Plan Trust Agreement. (Incorporated by
    reference to our Form 10-K for the year ended August 31, 2004,
    filed November 18, 2004). (+)10
.10A

Amendment No. 1 to the Trust Agreement. (Incorporated by
    reference to our Form 10-K for the year ended August 31, 2004,
    filed November 18, 2004). (+)10
.11

CHS Inc. Nonemployee Director Retirement Plan.  (Incorporated by
    reference to our Form 10-Q for the quarterly period ended May
    31, 2010, filed July 8, 2010). (+)10
.11A

Amendment No. 1 to the Nonemployee Director Retirement Plan. (*)
    (+)10
.12

Trust Under the CHS Inc. Nonemployee Director Retirement Plan.
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended May 31, 2010, filed July 8, 2010). (+)10
.13

CHS Inc. Special Supplemental Executive Retirement Plan.
    (Incorporated by reference to our Form 10-K for the year ended
    August 31, 2003, filed November 21, 2003). (+)10
.13A

Amendment No. 1 to the CHS Inc. Special Supplemental Executive
    Retirement Plan. (Incorporated by reference to our Form 10-Q for
    the quarterly period ended February 29, 2008, filed April 9,
    2008). (+)10
.14

2006 Second Amended and Restated Credit Agreement (Revolving
    Loan) by and between CHS Inc. and the Syndication Parties dated
    as of June 2, 1010.  (Incorporated by reference to our Current
    Report on Form 8-K, filed June 3, 2010).10
.15

2010 Credit Agreement (Revolving Loan) by and between CHS Inc.
    and the Syndication Parties dated as of June 2, 2010.
    (Incorporated by reference to our Current Report on Form 8-K,
    filed June 3, 2010).10
.16

$225,000,000 Note Agreement (Private Placement Agreement) dated
    as of June 19, 1998 among Cenex Harvest States Cooperatives and
    each of the Purchasers of the Notes. (Incorporated by Reference
    to our Form 10-Q Transition Report for the period June 1, 1998
    to August 31, 1998, filed October 14, 1998).10
.16A

First Amendment to Note Agreement ($225,000,000 Private
    Placement), effective September 10, 2003, among CHS Inc. and
    each of the Purchasers of the notes. (Incorporated by reference
    to our Form 10-K for the year ended August 31, 2003, filed
    November 21, 2003).10
.17

Note Purchase Agreement and Series D & E Senior Notes dated
    October 18, 2002. (Incorporated by reference to our Form 10-K
    for the year ended August 31, 2002, filed November 25, 2002).10
.18

Amended and Restated Credit Agreement dated as of January 31,
    2011, by and among National Cooperative Refinery Association,
    various lenders and CoBank, ACB. (Incorporated by reference to
    our Form 10-Q for the quarterly period ended February 28, 2011,
    filed April 8, 2011).10
.19

Note Purchase and Private Shelf Agreement between CHS Inc. and
    Prudential Capital Group dated as of April 13, 2004.
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended May 31, 2004, filed July 12, 2004).10
.19A

Amendment No. 1 to Note Purchase and Private Shelf Agreement
    dated April 9, 2007, among CHS Inc., Prudential Investment
    Management, Inc. and the Prudential Affiliate parties
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended February 28, 2007 filed April 9, 2007).10
.19B

Amendment No. 2 to Note Purchase and Private Shelf Agreement and
    Senior Series J Notes totaling $50 million issued February 8,
    2008 (Incorporated by reference to our Current Report on Form
    8-K filed February 11, 2008).10
.19C

Amendment No. 3 to Note Purchase and Private Shelf Agreement,
    effective as of November 1, 2010 (Incorporated by reference to
    our Form 10-Q filed January 11, 2011). 89




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##### Table of Contents



10
.20

Note Purchase Agreement for Series H Senior Notes ($125,000,000
    Private Placement) dated September 21, 2004. (Incorporated
    by reference to our Current Report on Form 8-K filed
    September 22, 2004).10
.21

Deferred Compensation Plan (2011 Restatement). (Incorporated by
    reference to our Registration Statement on Form S-8 (File No.
    333-177326), filed October 14, 2011). (+)10
.22

New Plan Participants 2008 Plan Agreement and Election Form for
    the CHS Inc. Deferred Compensation Plan (Incorporated by
    reference to our Form 10-K for the year ended August 31, 2009,
    filed November 10, 2009). (+)10
.23

Beneficiary Designation Form for the CHS Inc. Deferred
    Compensation Plan (Incorporated by reference to our Form 10-K
    for the year ended August 31, 2009, filed November 10, 2009). (+)10
.24

Share Option Plan Participants 2005 Plan Agreement and Election
    Form. (Incorporated by reference to our Registration Statement
    on Form S-8 (File No. 333-129464), filed November 4, 2005). (+)10
.25

New Plan Participants 2011 Plan Agreement and Election Form for
    the CHS Inc. Deferred Compensation Plan (Incorporated by
    reference to our Registration Statement on Form S-8 (File No.
    333-177326), filed October 14, 2011). (+)10
.26

New Plan Participants (Board of Directors) 2009 Plan Agreement
    and Election Form for the CHS Inc. Deferred Compensation Plan
    (Incorporated by reference to our Form 10-K for the year ended
    August 31, 2009, filed November 10, 2009). (+)10
.27

Note Purchase Agreement ($500,000,000 Private Placement) between
    CHS Inc. and certain accredited investors dated as of June 9,
    2011(Incorporated by reference to our Current Report on Form
    8-K, filed June 13, 2011).10
.28

Loan Agreement (Term Loan) between CHS Inc. and European Bank
    for Reconstruction and Development, dated January 5, 2011
    (Incorporated by reference to our Current Report on Form 8-K,
    filed January 18, 2011).10
.28

Revolving Loan Agreement between CHS Inc. and European Bank for
    Reconstruction and Development, dated November 30, 2010
    (Incorporated by reference to our Current Report on Form 8-K,
    filed January 18, 2011).10
.29

City of McPherson, Kansas Taxable Industrial Revenue Bond Series
    2006 registered to National Cooperative Refinery Association in
    the amount of $325 million (Incorporated by reference to our
    Current Report on Form 8-K filed December 18, 2006).10
.30

Bond Purchase Agreement between National Cooperative Refinery
    Association, as purchaser, and City of McPherson, Kansas, as
    issuer, dated as of December 18, 2006 (Incorporated by reference
    to our Current Report on Form 8-K filed December 18, 2006).10
.31

Trust Indenture between City of McPherson, Kansas, as issuer,
    and Security Bank of Kansas City, Kansas City, Kansas, as
    trustee, dated as of December 18, 2006 (Incorporated by
    reference to our Current Report on Form 8-K filed December 18,
    2006).10
.32

Lease agreement between City of McPherson, Kansas, as issuer,
    and National Cooperative Refinery Association, as tenant, dated
    as of December 18, 2006 (Incorporated by reference to our
    Current Report on Form 8-K filed December 18, 2006).10
.33

Commercial Paper Placement Agreement by and between CHS Inc. and
    Marshall & Ilsley Bank dated October 30, 2006 (Incorporated
    by reference to our Form 10-Q for the quarterly period ended
    November 30, 2006, filed January 11, 2007).10
.34

Commercial Paper Dealer Agreement by and between CHS Inc. and
    SunTrust Capital Markets, Inc. dated October 6, 2006
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended November 30, 2006, filed January 11, 2007).10
.35

Note Purchase Agreement ($400,000,000 Private Placement) and
    Series I Senior Notes dated as of October 4, 2007 (Incorporated
    by reference to our Current Report on Form 8-K filed October 4,
    2007).10
.36

Agreement Regarding Distribution of Assets, by and among CHS
    Inc., United Country Brands, LLC, Land OLakes, Inc. and
    Winfield Solutions, LLC, made as of September 4, 2007.
    (Incorporated by reference to our Form 10-K for the year ended
    August 31, 2008, filed November 20, 2007). 90




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##### Table of Contents



10
.37

$150 Million Term Loan Credit Agreement by and between CHS Inc.,
    CoBank, ACB and the Syndication Parties dated as of December 12,
    2007 (Incorporated by reference to our Registration Statement on
    Form S-1 (File No. 333-148091), filed December 14, 2007).10
.37A

First Amendment to $150 Million Term Loan Credit Agreement by
    and between CHS Inc., CoBank, ACB and the Syndication Parties
    dated as of May 1, 2008 (Incorporated by reference to our Form
    10-Q for the quarterly period ended May 31, 2008, filed July 10,
    2008).10
.37B

Second Amendment to $150 Million Term Loan Credit Agreement by
    and between CHS Inc., CoBank, ACB and the Syndication Parties
    dated as of June 2, 2010 (Incorporated by reference to our
    Current Report on Form 8-K, filed June 3, 2010).10
.38

$50 Million Private Shelf Agreement by and between CHS Inc. and
    John Hancock Life Insurance Company dated as of August 11, 2008
    (Incorporated by reference to our Form 10-K for the year ended
    August 31, 2008, filed November 21, 2008).10
.39

Amended and Restated Base Indenture, dated as of December 23,
    2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank
    National Association, as Trustee (Incorporated by reference to
    our Current Report on Form 8-K, filed December 28, 2010).10
.40

Series 2010-A Supplement, dated as of December 23, 2010, by and
    among Cofina Funding, LLC, as Issuer, and U.S. National Bank
    Association, as Trustee, to the Base Indenture, dated as of
    December 23, 2010, between the Issuer and the Trustee
    (Incorporated by reference to our Current Report on Form 8-K,
    filed December 28, 2010).10
.41

Lockbox Agreement dated August 10, 2005 between Cofina
    Financial, LLC and M&I Marshall & Isley Bank
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended November 30, 2008, filed January 13, 2009).10
.42

Purchase and Sale Agreement dated as of August 10, 2005 between
    Cofina Funding, LLC, as Purchaser and Cofina Financial, LLC, as
    Seller (Incorporated by reference to our Form 10-Q for the
    quarterly period ended November 30, 2008, filed January 13,
    2009).10
.43

Custodian Agreement dated August 10, 2005 between Cofina
    Funding, LLC, as Issuer; U.S. Bank National Association, as
    Trustee; and U.S. Bank National Association, as Custodian
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended November 30, 2008, filed January 13, 2009).10
.44

Servicing Agreement dated as of August 10, 2005 among Cofina
    Funding, LLC, as Issuer; Cofina Financial, LLC, as Servicer; and
    U.S. Bank National Association, as Trustee (Incorporated by
    reference to our Form 10-Q for the quarterly period ended
    November 30, 2008, filed January 13, 2009).10
.45

Series 2008-A Cofina Variable Funding Asset-Backed Note No. 4
    (Incorporated by reference to our Current Report on Form 8-K,
    filed November 17, 2010).10
.46

Amended and Restated Loan Origination and Participation
    Agreement dated as of September 1, 2011, by and among
    AgStar Financial Services, PCA, d/b/a ProPartners Financial, CHS
    Capital, LLC. (*)10
.47

Note Purchase Agreement (Series 2010-A), dated as of December
    23, 2010, among Cofina Funding, LLC, as Issuer, Nieuw Amsterdam
    Receivables Corporation, as the Conduit Purchaser, Cooperatieve
    Centrale Raiffeisen- Boerenleenbank, B.A. Rabobank
    Nederland, New York Branch, as Funding Agent, and the
    Financial Institutions from time to time parties hereto, as
    Committed Purchasers (Incorporated by reference to our Current
    Report on Form 8-K, filed December 28, 2010).10
.48

Amendment No. 1 to Note Purchase Agreement (Series 2010-A) dated
    as of April 13, 2011 by and among Cofina Funding, LLC and the
    Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit
    Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank
    B.A., Rabobank Nederland, New York Branch, as the
    Funding Agent and as a Committed Purchaser (Incorporated by
    reference to our Form 10-Q for the quarterly period ended
    May 31, 2011, filed July 8, 2011).10
.49

Amendment No. 2 to Note Purchase Agreement (Series 2010-A) dated
    as of June 17, 2011 by and among Cofina Funding, LLC and the
    Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit
    Purchaser, and Cooperatieve Centrale Raiffeisen-BoerenleenBank
    B.A., Rabobank Nederland, New York Branch, as the
    Funding Agent and as a Committed Purchaser (Incorporated by
    reference to our Form 10-Q for the quarterly period ended
    May 31, 2011, filed July 8, 2011). 91




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##### Table of Contents



10
.50

Note Purchase Agreement (Series 2008-A) dated as of November 21,
    2008 among Cofina Funding, LLC, as Issuer; Victory Receivables
    Corporation, as the Conduit Purchaser; The Bank of
    Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent
    for the Purchasers; and the Financial Institutions from time to
    time parties thereto (Incorporated by reference to our Form 10-Q
    for the quarterly period ended November 30, 2008, filed January
    13, 2009).10
.50A

Amendment No. 1 to Note Purchase Agreement (Series 2008-A) dated
    February 25, 2009, by and among Cofina Funding, LLC as the
    Issuer; Victory Receivables Corporation, as the Conduit
    Purchaser; and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
    Branch, as the Funding Agent and as a Committed Purchaser
    (Incorporated by reference to our Current Report on Form 8-K,
    filed March 2, 2009).10
.50B

Amendment No. 2 to Note Purchase Agreement (Series 2008-A) dated
    November 20, 2009, by and among Cofina Funding, LLC as the
    Issuer; Victory Receivables Corporation, as the Conduit
    Purchaser; and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
    Branch, as the Funding Agent and as a Committed Purchaser
    (Incorporated by reference to our Registration Statement on Form
    S-1 (File No. 333-163608), filed December 9, 2009).10
.50C

Amendment No. 3 to Note Purchase Agreement (Series 2008-A) dated
    as of November 12, 2010, by and among Cofina Funding, LLC and
    the Issuer, Victory Receivables Corporation, as the Conduit
    Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., NewYork
    Branch, as the Funding Agent and as a Committed Purchaser
    (Incorporated by reference to our Current Report on Form 8-K,
    filed November 17, 2010).10
.52D

Amendment No. 4 to Note Purchase Agreement (Series 2008-A) dated
    as of December 23, 2010, by and among Cofina Funding, LLC and
    the Issuer, Victory Receivables Corporation, as the Conduit
    Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., NewYork
    Branch, as the Funding Agent and as a Committed Purchaser.10
.50E

Amendment No. 5 to Note Purchase Agreement (Series 2008-A) dated
    as of April 13, 2011, by and among Cofina Funding, LLC and the
    Issuer, Victory Receivables Corporation, as the Conduit
    Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
    Branch, as the Funding Agent and as a Committed Purchaser
    (Incorporated by reference to our Form 10-Q for the quarterly
    period ended May 31, 2011, filed July 8, 2011).10
.51

2011 Credit Agreement (5-year Revolving Loan) dated as of
    September 27, 2011 between CHS Inc. and CoBank, ACB, as
    administrative agent for all syndication parties thereunder, as
    bid agent, as the letter of credit bank, and as a syndication
    party thereunder, and the other syndication parties party
    thereto. (Incorporated by reference to our Form 8-K, filed
    September 30, 2011).10
.52

2011 Credit Agreement (3-Year Revolving Loan) dated as of
    September 27, 2011 between CHS Inc. and CoBank, ACB, as
    administrative agent for all syndication parties thereunder, as
    bid agent, and as a syndication party thereunder, and the other
    syndication parties party thereto. (Incorporated by reference to
    our Form 8-K, filed September 30, 2011).10
.53

2010 364-Day Credit Agreement (Revolving Loan) by and between
    CHS Inc. and the Syndication Parties dated as of November 24,
    2010 (Incorporated by reference to our Current Report on Form
    8-K, filed November 29, 2010).10
.54

Revolving Credit Agreement ($40 million), dated as of December
    22, 2010, between CHS Inc. and Sumitomo Mitsui Banking
    Corporation (Incorporated by reference to our Current Report on
    Form 8-K, filed December 28, 2010).10
.55

Amended and Restated Employment Agreement between John D.
    Johnson and CHS Inc., effective as of August 1, 2007
    (Incorporated by reference to our Current Report on Form 8-K
    filed August 10, 2007). (+)10
.56

2006 Second Amended and Restated Credit Agreement (Revolving
    Loan) by and between CHS Inc. and the Syndication Parties dated
    as of June 2, 1010. (Incorporated by reference to our Current
    Report on Form 8-K, filed June 3, 2010).21
.1

Subsidiaries of the Registrant.(*)23
.1

Consent of Independent Registered Public Accounting Firm.(*)24
.1

Power of Attorney.(*) 92




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##### Table of Contents



31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.(*)31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.(*)32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.(*)32
.2

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.(*)     (*)
    
    Filed herewith  (+)
    
    Indicates management contract or compensation plan or agreement.  EXHIBITS
    SCHEDULES
   SUPPLEMENTAL
    INFORMATION   93




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##### Table of Contents



SIGNATURES      By:
    /s/  Carl
    M. Casale   President and Chief Executive Officer
    Signature

Title/s/  Carl
    M. CasaleCarl
    M. Casale

President and Chief Executive Officer
    (principal executive officer)/s/  David
    A. KastelicDavid
    A. Kastelic

Executive Vice President and Chief Financial Officer (principal
    financial officer)/s/  Theresa
    EganTheresa
    Egan

Vice President and Controller
    (principal accounting officer)Michael
    Toelle*

Chairman of the Board of DirectorsBruce
    Anderson*

DirectorDon
    Anthony*

DirectorRobert
    Bass*

DirectorDavid
    Bielenberg*

DirectorDennis
    Carlson*

DirectorCurt
    Eischens*

DirectorSteve
    Fritel*

Director 94




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##### Table of Contents



Signature

TitleJerry
    Hasnedl*

DirectorDavid
    Kayser*

DirectorRandy
    Knecht*

DirectorGreg
    Kruger*

DirectorMichael
    Mulcahey*

DirectorRichard
    Owen*

DirectorSteve
    Riegel*

DirectorDan
    Schurr*

DirectorClinton
    J. Blew*

Director*By

/s/  Carl
    M. Casale
    Carl M. CasaleAttorney-in-fact  95




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board
    of Directors and Members and Patrons of CHS Inc.:
    
   F-1




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##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    BALANCE SHEETS August 312011


2010(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
937,685


$
394,663Receivables


2,980,105



1,908,068Inventories


2,768,424



1,961,376Derivative assets


635,646



246,621Margin deposits


1,081,243



618,385Other current assets


334,232



187,356Total current assets


8,737,335



5,316,469Investments


595,979



719,392Property, plant and equipment


2,420,214



2,253,071Other assets


463,482



377,196Total assets

$
12,217,010


$
8,666,128LIABILITIES AND EQUITIESCurrent liabilities:Notes payable

$
716,268


$
262,090Current portion of long-term debt


90,804



112,503Customer margin deposits and credit balances


751,393



423,571Customer advance payments


601,685



435,224Checks and drafts outstanding


197,283



134,250Accounts payable


2,315,311



1,472,145Derivative liabilities


482,613



286,018Accrued expenses


405,270



376,239Dividends and equities payable


400,216



210,435Total current liabilities


5,960,843



3,712,475Long-term debt


1,411,193



873,738Other liabilities


579,654



475,464Commitments and contingenciesEquities:Equity certificates


2,695,626



2,401,514Preferred stock


319,368



319,368Accumulated other comprehensive loss


(174,876
)


(205,267
)Capital reserves


1,075,474



820,049Total CHS Inc. equities


3,915,592



3,335,664Noncontrolling interests


349,728



268,787Total equities


4,265,320



3,604,451Total liabilities and equities

$
12,217,010


$
8,666,128     F-2




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##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF OPERATIONS For the Years Ended August 312011


2010


2009(Dollars in thousands)Revenues

$
36,915,834


$
25,267,931


$
25,729,916Cost of goods sold


35,512,988



24,397,410



24,849,901Gross profit


1,402,846



870,521



880,015Marketing, general and administrative


438,498



366,582



355,299Operating earnings


964,348



503,939



524,716(Gain) loss on investments


(126,729
)


(29,433
)


56,305Interest, net


74,835



58,324



70,487Equity income from investments


(131,414
)


(108,787
)


(105,754
)Income before income taxes


1,147,656



583,835



503,678Income taxes


86,628



48,438



63,304Net income


1,061,028



535,397



440,374Net income attributable to noncontrolling interests


99,673



33,238



58,967Net income attributable to CHS Inc.

$
961,355


$
502,159


$
381,407     F-3




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##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF EQUITIES AND COMPREHENSIVE INCOME For the Years Ended August 31, 2011, 2010 and 2009Equity Certificates





AccumulatedCapital


Nonpatronage








OtherEquity


Equity


Patronage


Preferred


Comprehensive


Capital


Noncontrolling


TotalCertificates


Certificates


Refunds


Stock


Loss


Reserves


Interests


Equities(Dollars in thousands)Balances, August 31, 2008

$
1,587,779


$
25,342


$
423,800


$
232,775


$
(68,042
)

$
754,032


$
205,732


$
3,161,418Dividends and equity retirement determination


93,823







228,200











3,016







325,039Patronage distribution


421,289







(652,000
)










3,101







(227,610
)Equities retired


(49,291
)


(361
)






















(49,652
)Capital equity certificates exchanged for preferred stock


(49,944
)










49,944







(130
)






(130
)Equities issued


19,594



























19,594Preferred stock dividends






















(20,024
)






(20,024
)Distributions to noncontrolling interests


























(21,139
)


(21,139
)Changes in dividends and equities payable


























2,747



2,747Adoption of retirement plan measurement date change






















(2,603
)






(2,603
)Other, net


(324
)


(186
)






(25
)






414



2,960



2,839Comprehensive income:Net (loss) income


(60,000
)






426,500











14,907



58,967



440,374Other comprehensive loss


















(88,228
)






(6,405
)


(94,633
)Total comprehensive income






























345,741Dividends and equities payable


(50,122
)






(149,275
)










(3,659
)






(203,056
)Balances, August 31, 2009


1,912,804



24,795



277,225



282,694



(156,270
)


749,054



242,862



3,333,164Dividends and equity retirement determination


50,122







149,275











3,659







203,056Patronage distribution


284,128







(426,500
)










(11,522
)






(153,894
)Equities retired


(22,732
)


(403
)






















(23,135
)Capital equity certificates exchanged for preferred stock


(36,674
)










36,674







(142
)






(142
)Equities issued


616



























616Preferred stock dividends






















(23,248
)






(23,248
)Distributions to noncontrolling interests


























(4,870
)


(4,870
)Changes in dividends and equities payable


























(1,743
)


(1,743
)Other, net


(1,479
)


181















680



2,025



1,407Comprehensive income:Net income










396,500











105,659



33,238



535,397Other comprehensive loss


















(48,997
)






(2,725
)


(51,722
)Total comprehensive income






























483,675Dividends and equities payable


(67,569
)






(138,775
)










(4,091
)






(210,435
)Balances, August 31, 2010


2,119,216



24,573



257,725



319,368



(205,267
)


820,049



268,787



3,604,451Dividends and equity retirement determination


67,569







138,775











4,091







210,435Patronage distribution


260,858







(396,500
)










(5,871
)






(141,513
)Equities retired


(60,956
)


(237
)






















(61,193
)Equities issued


6,453



























6,453Preferred stock dividends






















(24,544
)






(24,544
)Distributions to noncontrolling interests


























(18,184
)


(18,184
)Changes in dividends and equities payable


























(2,787
)


(2,787
)Other, net


(391
)


(12
)














(837
)


454



(786
)Comprehensive income:Net income










674,678











286,677



99,673



1,061,028Other comprehensive income


















30,391







1,785



32,176Total comprehensive income






























1,093,204Dividends and equities payable


(136,000
)






(260,125
)










(4,091
)






(400,216
)Balances, August 31, 2011

$
2,256,749


$
24,324


$
414,553


$
319,368


$
(174,876
)

$
1,075,474


$
349,728


$
4,265,320     F-4




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##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS For the Years Ended August 312011


2010


2009(Dollars in thousands)Cash flows from operating activities:Net income including noncontrolling interests

$
1,061,028


$
535,397


$
440,374Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


220,694



202,922



196,350Amortization of deferred major repair costs


30,474



18,532



24,999Income from equity investments


(131,414
)


(108,787
)


(105,754
)Distributions from equity investments


137,766



89,689



80,403Noncash patronage dividends received


(9,697
)


(9,918
)


(9,717
)Gain on sale of property, plant and equipment


(5,200
)


(5,094
)


(3,176
)(Gain) loss on investments


(126,729
)


(29,433
)


56,305Deferred taxes


67,089



39,507



43,976Other, net


868



1,597



2,466Changes in operating assets and liabilities, net of acquisitions:Receivables


(714,589
)


(123,630
)


692,540Inventories


(796,596
)


(426,328
)


895,882Derivative assets


(389,025
)


(73,597
)


198,163Margin deposits


(462,857
)


(397,993
)


74,594Other current assets and other assets


(137,749
)


42,145



111,623Customer margin deposits and credit balances


327,813



149,228



47,946Customer advance payments


163,640



114,032



(328,854
)Accounts payable and accrued expenses


870,314



221,776



(664,160
)Derivative liabilities


179,876



(25,740
)


32,525Other liabilities


15,617



(64,344
)


(51,708
)Net cash provided by operating activities


301,323



149,961



1,734,777Cash flows from investing activities:Acquisition of property, plant and equipment


(310,670
)


(324,262
)


(315,505
)Proceeds from disposition of property, plant and equipment


9,496



10,139



10,769Expenditures for major repairs


(92,129
)


(7,554
)


(1,771
)Investments in joint ventures and other


(6,090
)


(38,062
)


(120,181
)Investments redeemed


39,681



119,331



39,787Proceeds from sale of investments


225,000







41,822Changes in notes receivable


(347,509
)


(41,925
)


123,307Business acquisitions, net of cash acquired


(67,489
)


(6,307
)


(76,364
)Other investing activities, net


(1,259
)


(949
)


7,692Net cash used in investing activities


(550,969
)


(289,589
)


(290,444
)Cash flows from financing activities:Changes in notes payable


457,731



15,217



(251,225
)Long-term debt borrowings


631,882Principal payments


(114,929
)


(84,792
)


(118,864
)Payments for bank fees


(5,348
)


(10,296
)


(1,584
)Changes in checks and drafts outstanding


63,033



47,280



(119,301
)Distributions to noncontrolling interests


(18,184
)


(4,870
)


(21,139
)Preferred stock dividends paid


(24,544
)


(23,248
)


(20,024
)Retirements of equities


(61,193
)


(23,135
)


(49,652
)Cash patronage dividends paid


(141,513
)


(153,894
)


(227,610
)Other financing activities, net


(20
)


952



370Net cash provided by (used in) financing activities


786,915



(236,786
)


(809,029
)Effect of exchange rate changes on cash and cash equivalents


5,753



(1,522
)


755Net increase (decrease) in cash and cash equivalents


543,022



(377,936
)


636,059Cash and cash equivalents at beginning of period


394,663



772,599



136,540Cash and cash equivalents at end of period

$
937,685


$
394,663


$
772,599     F-5




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS



NOTES Note
    1
    Summary
    of Significant Accounting Policies  Organization
    Basis
    of Presentation and Reclassifications
        Cash
    Equivalents
   F-6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  last-in, first-in,
  Derivative
    Financial Instruments and Hedging Activities
      over-the-counter
    2011


2010Purchase


Sales


Purchase


SalesContracts


Contracts


Contracts


Contracts(Units in thousands)Grain and oilseed  bushels


667,409



796,332



747,334



1,039,363Energy products  barrels


9,915



14,020



8,633



10,156Crop nutrients  tons


1,177



1,420



1,257



1,215Ocean and barge freight  metric tons


983



93



1,385



279  F-7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011


2010(Dollars in thousands)Derivative Assets:Commodity and freight derivatives

$
882,445


$
461,580Foreign exchange derivatives


1,508$
883,953


$
461,580Derivative Liabilities:Commodity and freight derivatives

$
730,170


$
495,569Foreign exchange derivatives






222Interest rate derivatives


750



1,227$
730,920


$
497,018     2010(Dollars in thousands)Derivative Liabilities:Commodity and freight derivatives

$
3,959   year-to-date
  Location ofGain (Loss)

2011


2010(Dollars in thousands)Commodity and freight derivatives

Cost of goods sold

$
186,265


$
95,876Foreign exchange derivatives

Cost of goods sold


3,363



(675
)Interest rate derivatives

Interest, net


522



(430
)$
190,150


$
94,771     Commodity
    and Freight Contracts:
   F-8




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-9




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Contracts:
    Foreign
    Exchange Contracts:
    Investments
    Margin
    Deposits
    Property,
    Plant and Equipment
   F-10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or and/or
  Goodwill
    and Other Intangible Assets
       F-11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
    Environmental
    Expenditures
    Income
    Taxes
    Use of
    Estimates
    Recent
    Accounting  Pronouncements
  No. 2011-02, No. 2011-02
  No. 2011-03, No. 2011-03
 F-12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 2011-04, No. 2011-04 No. 2011-04
  No. 2011-05, No. 2011-05 No. 2011-05
  No. 2011-08, No. 2011-08 ASU No. 2011-08
  No. 2011-09, 715-80). No. 2011-09 No. 2011-09
 F-13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    2
    Receivables    2011


2010(Dollars in thousands)Trade accounts receivable

$
2,248,665


$
1,543,530CHS Capital notes receivable


604,268



340,303Other


246,198



123,7703,099,131



2,007,603Less allowances and reserves


119,026



99,535$
2,980,105


$
1,908,068     12-14 months
      Quarterly Financial Statement Corrections (unaudited): No. 2009-16,
 F-14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-Q Form 10-Q, Form 10-Q
  Note
    3  Inventories
    2011


2010(Dollars in thousands)Grain and oilseed

$
1,232,818


$
983,846Energy


732,609



515,930Crop nutrients


389,741



135,526Feed and farm supplies


346,572



242,482Processed grain and oilseed


55,231



74,064Other


11,453



9,528$
2,768,424


$
1,961,376    F-15




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    4  Investments
    2011


2010(Dollars in thousands)Joint ventures:Ventura Foods, LLC

$
278,865


$
262,550Multigrain AG






148,528Horizon Milling, LLC


79,770



69,873TEMCO, LLC


47,337



29,128Horizon Milling G.P.


20,445



20,166Cooperatives:Land OLakes, Inc.


53,147



48,854Ag Processing Inc.


17,876



18,245CoBank, ACB


13,272



15,704Other


85,267



106,344$
595,979


$
719,392     2011


2010(Dollars in thousands)Current assets

$
585,760


$
512,554Non-current assets


464,621



459,346Current liabilities


227,199



166,408Non-current liabilities


292,368



308,795   2011


2010


2009(Dollars in thousands)Net sales

$
2,350,895


$
1,954,289


$
2,055,768Gross profit


255,748



259,388



269,269Net earnings


105,754



95,480



125,174Earnings attributable to CHS Inc.


52,877



47,740



62,587      F-16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2011


2010(Dollars in thousands)Current assets

$
595,862


$
1,254,966Non-current assets


130,464



881,998Current liabilities


316,066



765,393Non-current liabilities


4,922



491,643   2011


2010


2009(Dollars in thousands)Net sales

$
8,399,779


$
7,212,848


$
6,748,412Gross profit


406,338



356,708



306,158Net earnings


232,473



150,798



128,807Earnings attributable to CHS Inc.


89,575



50,731



45,728     available-for-sale
     F-17




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    5  Property, Plant and Equipment
    2011


2010(Dollars in thousands)Land and land improvements

$
125,170


$
118,337Buildings


533,231



499,346Machinery and equipment


3,481,046



3,072,866Office and other


96,841



93,099Construction in progress


257,940



359,9334,494,228



4,143,581Less accumulated depreciation and amortization


2,074,014



1,890,510$
2,420,214


$
2,253,071       Note
    6  Other Assets
    2011


2010(Dollars in thousands)Goodwill

$
26,409


$
23,038Customer lists, less accumulated amortization of $25,724 and
    $18,666, respectively


13,367



19,392Non-compete covenants, less accumulated amortization of $6,306
    and $4,701, respectively


3,462



4,950Trademarks and other intangible assets, less accumulated
    amortization of $14,731 and $16,489, respectively


15,891



17,794Notes receivable


157,518



152,140Long-term receivable


44,597



63,072Prepaid pension and other benefits


103,008



57,729Capitalized major maintenance


80,752



19,097Other


18,478



19,984$
463,482


$
377,196      F-18




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year 1

$
9,888Year 2


6,298Year 3


3,847Year 4


2,550Year 5


2,130Thereafter


8,007$
32,720     Balance atBeginning


Cost








Balance atof Year


Deferred


Amortization


Write-Offs


End of Year(Dollars in thousands)2011

$
19,097


$
92,129


$
(30,474
)





$
80,7522010


30,075



7,554



(18,532
)






19,0972009


53,303



1,771



(24,999
)






30,075    F-19




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note
    7  Notes Payable and Long-Term Debt
    Interest Rates atAugust 31, 2011

2011


2010(Dollars in thousands)Notes payable(a)(k)

0.90% to 8.50%

$
130,719


$
29,776CHS Capital notes payable(l)

0.85% to 2.73%


585,549



232,314$
716,268


$
262,090Long-term debt:Revolving term loans from cooperative and other banks, payable
    in equal installments beginning in 2013 through 2018(b)(k)

5.59%

$
150,000


$
150,000Private placement, payable in equal installments beginning in
    2014 through 2018(c)(k)

6.18%


400,000



400,000Private placement, payable in equal installments through
    2013(d)(k)

6.81%


75,000



112,500Private placement, payable in installments through 2018(e)(k)

4.96% to 5.60%


86,539



104,231Private placement, payable in equal installments beginning in
    2011 through 2015(f)(k)

5.25%


100,000



125,000Private placement, payable in equal installments through
    2011(g)(k)








11,428Private placement, payable in its entirety in 2011(h)(k)








15,000Private placement, payable in equal installments beginning in
    2014 through 2018(h)(k)

5.78%


50,000



50,000Private placement, payable in equal installments beginning in
    2017 through 2021(h)(k)

4.00%


100,000Private placement, payable in its entirety in 2019(i)(k)

4.08%


130,000Private placement, payable in its entirety in 2021(i)(k)

4.52%


160,000Private placement, payable in its entirety in 2023(i)(k)

4.67%


130,000Private placement, payable in its entirety in 2026(i)(k)

4.82%


80,000Industrial revenue bonds, payable in its entirety in 2011








3,925Other notes and contracts(j)

2.42% to 12.17%


40,458



14,157Total long-term debt




1,501,997



986,241Less current portion




90,804



112,503Long-term portion



$
1,411,193


$
873,738     (a)
    The Company finances its working capital needs through
    short-term lines of credit with a syndication of domestic and
    international banks. On August 31, 2011, the Company had
    two primary committed lines of credit. One of these lines of
    credit was a $900.0 million committed five-year revolving
    facility that was entered into in June 2010, with an expiration
    date of June 2015, which had no amounts outstanding on F-20




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  August 31, 2011 and 2010. The second committed line of
    credit was a $1.3 billion,
    364-day
    revolving facility with an expiration date of November 2011 that
    replaced a previous $700.0 million revolving facility that
    was terminated in November 2010, with no amounts outstanding in
    August 31, 2011 and 2010. Subsequent to the Companys
    fiscal year ended August 31, 2011, it terminated and
    replaced both of the existing revolving credit facilities with
    new three-year and five-year revolving facilities, each with
    committed amounts of $1.25 billion, for a total of
    $2.5 billion. In addition to its primary lines of credit,
    the Company had two additional revolving lines of credit, of
    which one was a
    364-day
    revolving facility in the amount of $40.0 million committed
    that was terminated in October 2011, and the other is a
    three-year revolving facility in the amount of
    $40.0 million committed, with the right to increase the
    capacity to $120.0 million, that expires in November 2013.
    There were no amounts outstanding on either of these two
    additional revolving lines of credit on August 31, 2011 and
    2010. The Company also has a committed revolving credit facility
    dedicated to NCRA, with a syndication of banks in the amount of
    $15.0 million that expires in December 2011, with no
    amounts outstanding on August 31, 2011 and 2010. Our
    wholly-owned subsidiaries, CHS Europe S.A., CHS do Brasil Ltda.
    and CHS de Argentina, have uncommitted lines of credit to
    finance their normal trading activities in the amount of
    $128.8 million as of August 31, 2011 and
    $27.1 million as of August 31, 2010, which are
    collateralized by certain inventories and receivables. The
    Company has two commercial paper programs totaling up to
    $125.0 million with two banks participating in the
    revolving credit facilities. Terms of the Companys credit
    facilities allow a maximum usage of $200.0 million to pay
    principal under any commercial paper facility. On
    August 31, 2011 and 2010, there was no commercial paper
    outstanding. Miscellaneous short-term notes payable totaled
    $1.9 million and $2.7 million on August 31, 2011
    and 2010, respectively.  (b)
    In December 2007, the Company established a
    ten-year
    long-term credit agreement through a syndication of cooperative
    banks in the amount of $150.0 million.(c)
    In October 2007, the Company entered into a private placement
    with several insurance companies for long-term debt in the
    amount of $400.0 million.(d)
    In June 1998, the Company entered into a private placement with
    several insurance companies for long-term debt in the amount of
    $225.0 million.(e)
    In October 2002, the Company entered into a private placement
    with several insurance companies for long-term debt in the
    amount of $175.0 million.(f)
    In September 2004, the Company entered into a private placement
    with several insurance companies for long-term debt in the
    amount of $125.0 million.(g)
    In January 2001, the Company entered into a note purchase and
    private shelf agreement with Prudential Insurance Company. A
    long-term note was issued for $25.0 million and a
    subsequent note for $55.0 million was issued in March 2001.(h)
    In March 2004, the Company entered into a note purchase and
    private shelf agreement with Prudential Capital Group. In April
    2004, two long-term notes were issued for $15.0 million
    each. In April 2007, the agreement was amended with Prudential
    Investment Management, Inc. and several other participating
    insurance companies to expand the uncommitted facility from
    $70.0 million to $150.0 million. In February 2008, the
    Company borrowed $50.0 million under the shelf arrangement
    and in November 2010, the Company borrowed $100.0 million
    under the shelf arrangement.(i)
    In June 2011, the Company entered into a private placement with
    certain accredited investors for long-term debt in the amount of
    $500.0 million, which was layered into four series. Under
    the agreement, the Company may, from time to time, issue
    additional series of notes pursuant to the agreement, provided
    that the aggregate principal amount of all notes outstanding at
    any time may not exceed $1.5 billion.(j)
    Other notes and contracts payable of $5.4 million are
    collateralized by property, plant and equipment, with a cost of
    $17.1 million, less accumulated depreciation of
    $9.4 million on August 31, 2011.(k)
    The debt is unsecured; however, restrictive covenants under
    various agreements have requirements for maintenance of minimum
    working capital levels and other financial ratios. F-21




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (l)
    Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary
    of CHS Capital, has available credit totaling
    $450.0 million as of August 31, 2011, under note
    purchase agreements with various purchasers, through the
    issuance of short-term notes payable. CHS Capital sells eligible
    commercial loans receivable it has originated to Cofina Funding,
    which are then pledged as collateral under the note purchase
    agreements. The notes payable issued by Cofina Funding bear
    interest at variable rates with a weighted-average interest rate
    of 1.96% as of August 31, 2011. Borrowings by Cofina
    Funding utilizing the available credit under the note purchase
    agreements totaled $371.3 million as of August 31,
    2011. CHS Capital sells loan commitments it has originated to
    ProPartners Financial (ProPartners) on a recourse basis. The
    total capacity for commitments under the ProPartners program is
    $200.0 million. The total outstanding commitments under the
    program totaled $174.0 million as of August 31, 2011,
    of which $117.6 million was borrowed under these
    commitments with an interest rate of 2.03%. CHS Capital borrows
    funds under short-term notes issued as part of a surplus funds
    program. Borrowings under this program are unsecured and bear
    interest at variable rates ranging from 0.85% to 1.35% as of
    August 31, 2011, and are due upon demand. Borrowings under
    these notes totaled $96.6 million as of August 31,
    2011. As of August 31, 2010, the net borrowings under the
    Cofina Funding note purchase agreements were $75.0 million.
    CHS Capital borrowings under the ProPartners program and the
    surplus funds program were $71.4 million and
    $85.9 million, respectively, as of August 31, 2010.    2011


2010Notes payable


2.37
%


2.24
%CHS Capital notes payable


1.86
%


1.75
%Long-term debt


5.25
%


5.92
%       (Dollars in thousands)2012

$
90,8042013


100,7072014


154,5492015


154,5002016


129,517Thereafter


871,920$
1,501,997     2011


2010


2009(Dollars in thousands)Interest expense

$
83,044


$
69,901


$
85,669Capitalized interest


(5,487
)


(6,212
)


(5,201
)Interest income


(2,722
)


(5,365
)


(9,981
)Interest, net

$
74,835


$
58,324


$
70,487  F-22




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    8  Income Taxes
    2011


2010


2009(Dollars in thousands)Current

$
19,539


$
8,931


$
19,328Deferred


56,426



34,691



31,665Valuation allowance


10,663



4,816



12,311Income taxes

$
86,628


$
48,438


$
63,304         2011


2010(Dollars in thousands)Deferred tax assets:Accrued expenses

$
88,028


$
88,246Postretirement health care and deferred compensation


100,256



111,437Tax credit carryforwards


93,609



57,449Loss carryforwards


71,471



50,171Other


43,653



35,060Total deferred tax assets


397,017



342,363Deferred tax liabilities:Pension


56,702



36,341Investments


76,959



56,744Major maintenance


4,591



6,017Property, plant and equipment


439,639



337,654Other


4,796



6,647Total deferred tax liabilities


582,687



443,403Deferred tax assets valuation reserve


(47,599
)


(36,935
)Net deferred tax liabilities

$
233,269


$
137,975    F-23




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         2011


2010


2009Statutory federal income tax rate


35.0
%


35.0
%


35.0
%State and local income taxes, net of federal income tax benefit


1.3



0.8



0.0Patronage earnings


(20.5
)


(23.8
)


(25.5
)Domestic production activities deduction


(3.2
)


(1.5
)


1.4Export activities at rates other than the U.S. statutory rate


0.0



1.0



0.3Valuation allowance


0.9



0.8



2.4Tax credits


(3.1
)


(0.2
)


(0.7
)Other


(2.8
)


(3.8
)


(0.3
)Effective tax rate


7.6
%


8.3
%


12.6
%       2011


2010


2009(Dollars in thousands)Beginning balances

$
69,357


$
72,519


$
5,840Increases for current year tax positions










1,381Increases for tax positions of prior years










65,697Reductions for tax positions of prior yearsReductions attributable to statute expiration


(2,086
)


(3,162
)


(399
)Balances at August 31

$
67,271


$
69,357


$
72,519      F-24




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    9  Equities
              F-25




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10
    Benefit
    Plans      Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2011


2010


2011


2010


2011


2010(Dollars in thousands)Change in benefit obligation:Benefit obligation at beginning of period

$
493,601


$
415,469


$
47,233


$
40,524


$
46,262


$
38,202Service cost


25,232



20,774



1,246



1,220



1,771



1,386Interest cost


22,257



23,034



1,933



2,235



2,194



2,153Actuarial loss (gain)


759



5,634



(1,233
)


239



1,199



1,016Assumption change


(11,014
)


53,587



(514
)


4,995



912



4,368Plan amendments


365



392



1,047Special agreements






















1,722Medicare D


















216



105Excise tax on high cost healthcare plans


















6,279Benefits paid


(30,147
)


(25,289
)


(19,984
)


(1,980
)


(1,969
)


(2,690
)Benefit obligation at end of period

$
501,053


$
493,601


$
29,728


$
47,233


$
56,864


$
46,262Change in plan assets:Fair value of plan assets at beginning of period

$
478,361


$
410,181Actual gain on plan assets


57,608



23,469Company contributions


35,000



70,000


$
19,984


$
1,980


$
1,969


$
2,690Benefits paid


(30,147
)


(25,289
)


(19,984
)


(1,980
)


(1,969
)


(2,690
)Fair value of plan assets at end of period

$
540,822


$
478,361


$



$



$



$
Funded status at end of period

$
39,769


$
(15,240
)

$
(29,728
)

$
(47,233
)

$
(56,864
)

$
(46,262
)Amounts recognized on balance sheet:Non-current assets

$
40,047Accrued benefit cost:Current liabilities









$
(3,205
)

$
(8,231
)

$
(3,111
)

$
(2,834
)Non-current liabilities


(278
)

$
(15,240
)


(26,523
)


(39,002
)


(53,753
)


(43,428
)Ending balance

$
39,769


$
(15,240
)

$
(29,728
)

$
(47,233
)

$
(56,864
)

$
(46,262
)Amounts recognized in accumulated other comprehensive
    loss (pretax):Net transition obligation

















$
1,651


$
2,586Prior service cost (credit)

$
11,223


$
13,185


$
497


$
638



(190
)


(312
)Net loss


247,669



289,853



7,124



13,527



14,076



6,199Noncontrolling interests


(20,524
)


(25,112
)


(82
)


(184
)


(3,821
)


(1,997
)Ending balance

$
238,368


$
277,926


$
7,539


$
13,981


$
11,716


$
6,476  F-26




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2011


2010


2009


2011


2010


2009


2011


2010


2009(Dollars in thousands)Components of net periodic benefit costs:Service cost

$
25,232


$
20,774


$
16,318


$
1,246


$
1,220


$
1,200


$
1,771


$
1,385


$
1,101Interest cost


22,257



23,034



22,837



1,933



2,235



2,399



2,194



2,153



2,771Expected return on assets


(41,770
)


(36,875
)


(31,258
)Settlement of retiree obligations














4,735Special agreements






























1,722



283Prior service cost (credit) amortization


2,327



2,193



2,115



141



419



546



(122
)


(186
)


347Actuarial loss (gain) amortization


16,090



10,578



5,046



967



617



667



513



12



(215
)Transition amount amortization


























935



936



936Net periodic benefit cost

$
24,136


$
19,704


$
15,058


$
9,022


$
4,491


$
4,812


$
5,291


$
6,022


$
5,223Adjustment to retained earnings for measurement date change









$
1,593










$
763










$
294Weighted-average assumptions to determine the net periodic
    benefit cost:Discount rate


4.75%



5.75%



6.05%



4.75%



5.75%



6.05%



4.75%



5.75%



6.05%Expected return on plan assets


7.75%



8.25%



8.25%



N/A



N/A



N/A



N/A



N/A



N/ARate of compensation increase


4.50%



4.50%



4.50%



4.75%



4.50%



4.50%



4.50%



4.50%



4.50%Weighted-average assumptions to determine the benefit
    obligations:Discount rate


5.00%



4.75%



5.75%



5.00%



4.75%



5.75%



4.75%



4.75%



5.75%Rate of compensation increase


4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%     Qualified


Non-Qualified


OtherPension Benefits


Pension Benefits


Benefits(Dollars in thousands)Amortization of transition obligation









$
936Amortization of prior service cost (benefit)

$
1,831


$
85



(105
)Amortization of net actuarial loss


14,927



518



841Noncontrolling interests


(1,303
)


(1
)


(263
)  F-27




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1% Increase

1% Decrease(Dollars in thousands)Effect on total of service and interest cost components

$
479


$
(405
)Effect on postretirement benefit obligation


5,554



(4,842
)           Qualified


Non-Qualified


Other BenefitsPension Benefits


Pension Benefits


Gross


Medicare D(Dollars in thousands)2012

$
30,489


$
3,205


$
3,111


$
1002013


32,115



1,773



3,345



1002014


34,127



1,294



3,565



1002015


38,053



1,428



3,802



1002016


39,911



1,567



4,121



1002017-2021


238,203



15,157



26,030



500     
    optimization of the long-term returns on plan assets at an
    acceptable level of risk
    maintenance of a broad diversification across asset classes and
    among investment managers
    focus on long-term return objectives     F-28




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2011Level 1


Level 2


Level 3


Total(Dollars in thousands)Cash and cash equivalents

$
3,073


$
22,325






$
25,398Equities:Mutual funds


100,508



198,828







299,336Fixed income securities:Mutual funds


66,124



135,251







201,375Real estate funds









$
14,522



14,522Hedge funds










191



191Total

$
169,705


$
356,404


$
14,713


$
540,822   2010Level 1


Level 2


Level 3


Total(Dollars in thousands)Cash and cash equivalents

$
73,704


$
7,158






$
80,862Equities:Mutual funds


95,185



150,654







245,839Fixed income securities:Mutual funds


45,548



93,775







139,323Real estate funds









$
9,407



9,407Hedge funds










2,705



2,705Total

$
214,437


$
251,587


$
12,112


$
478,136     Mutual funds:
  Real Estate funds:
 F-29




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Hedge funds: and/or
    2011RealEstate


HedgeFunds


Funds


Total(Dollars in thousands)Balances at beginning of period

$
9,407


$
2,705


$
12,112Unrealized gains


2,104



132



2,236Purchases, sales, issuances and settlements, net


3,011



(2,646
)


365Total

$
14,522


$
191


$
14,713   2010RealEstate


HedgeFunds


Funds


Total(Dollars in thousands)Balances at beginning of period

$
10,335


$
1,091


$
11,426Unrealized (losses) gains


(939
)


126



(813
)Purchases, sales, issuances and settlements, net


11



1,488



1,499Total

$
9,407


$
2,705


$
12,112   Note 11
    Segment
    Reporting     F-30




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-31




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Corporate


ReconcilingEnergy


Ag Business


and Other


Amounts


Total(Dollars in thousands)For the year ended August 31, 2011:Revenues

$
11,467,381


$
25,767,033


$
64,809


$
(383,389
)

$
36,915,834Cost of goods sold


10,694,687



25,204,301



(2,611
)


(383,389
)


35,512,988Gross profit


772,694



562,732



67,420







1,402,846Marketing, general and administrative


142,708



229,369



66,421







438,498Operating earnings


629,986



333,363



999







964,348Loss (gain) on investments


1,027



(118,344
)


(9,412
)






(126,729
)Interest, net


5,829



57,438



11,568







74,835Equity income from investments


(6,802
)


(40,482
)


(84,130
)






(131,414
)Income before income taxes

$
629,932


$
434,751


$
82,973


$



$
1,147,656Intersegment revenues

$
(383,389
)









$
383,389


$
Goodwill

$
1,165


$
18,346


$
6,898






$
26,409Capital expenditures

$
198,692


$
107,866


$
4,112






$
310,670Depreciation and amortization

$
126,018


$
79,231


$
15,445






$
220,694Total identifiable assets at August 31, 2011

$
3,883,205


$
5,276,537


$
3,057,268






$
12,217,010For the year ended August 31, 2010:Revenues

$
8,799,890


$
16,715,055


$
48,522


$
(295,536
)

$
25,267,931Cost of goods sold


8,437,504



16,258,679



(3,237
)


(295,536
)


24,397,410Gross profit


362,386



456,376



51,759







870,521Marketing, general and administrative


123,834



187,640



55,108







366,582Operating earnings (losses)


238,552



268,736



(3,349
)






503,939(Gain) loss on investments


(269
)


(421
)


(28,743
)






(29,433
)Interest, net


9,939



33,039



15,346







58,324Equity income from investments


(5,554
)


(31,248
)


(71,985
)






(108,787
)Income before income taxes

$
234,436


$
267,366


$
82,033


$



$
583,835Intersegment revenues

$
(295,536
)









$
295,536


$
Goodwill

$
1,165


$
14,975


$
6,898






$
23,038Capital expenditures

$
197,637


$
122,468


$
4,157






$
324,262Depreciation and amortization

$
118,071


$
69,170


$
15,681






$
202,922Total identifiable assets at August 31, 2010

$
3,004,471


$
3,847,518


$
1,814,139






$
8,666,128For the year ended August 31, 2009:Revenues

$
7,639,838


$
18,292,204


$
49,500


$
(251,626
)

$
25,729,916Cost of goods sold


7,110,324



17,994,462



(3,259
)


(251,626
)


24,849,901Gross profit


529,514



297,742



52,759







880,015Marketing, general and administrative


125,104



168,886



61,309







355,299Operating earnings (losses)


404,410



128,856



(8,550
)






524,716(Gain) loss on investments


(15,748
)


(66
)


72,119







56,305Interest, net


5,483



53,565



11,439







70,487Equity income from investments


(4,044
)


(35,453
)


(66,257
)






(105,754
)Income (loss) before income taxes

$
418,719


$
110,810


$
(25,851
)

$



$
503,678Intersegment revenues

$
(251,626
)









$
251,626


$
Capital expenditures

$
233,112


$
79,599


$
2,794






$
315,505Depreciation and amortization

$
118,260


$
63,320


$
14,770






$
196,350  F-32




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011


2010


2009(Dollars in millions)Africa

$
420


$
395


$
305Asia


5,110



2,891



3,664Australia


7Europe


489



209



371North America, excluding U.S.


1,729



1,210



1,253South America


1,130



736



491$
8,885


$
5,441


$
6,084   Note 12
    Fair
    Value Measurements      Level 1: available-for-sale
  Level 2:
  Level 3:
   F-33




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2011Quoted Prices in


SignificantActive Markets


Other


Significantfor Identical


Observable


UnobservableAssets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


Total(Dollars in thousands)Assets:Readily marketable inventories





$
1,288,049






$
1,288,049Commodity and freight derivatives

$
85,082



549,056







634,138Foreign currency derivatives


1,508











1,508Other assets


68,246











68,246Total Assets

$
154,836


$
1,837,105






$
1,991,941Liabilities:Commodity and freight derivatives

$
191,607


$
290,256






$
481,863Interest rate swap derivatives






750







750Total Liabilities

$
191,607


$
291,006






$
482,613   2010Quoted Prices in


SignificantActive Markets


Other


Significantfor Identical


Observable


UnobservableAssets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


Total(Dollars in thousands)Assets:Readily marketable inventories





$
1,057,910






$
1,057,910Commodity and freight derivatives

$
38,342



208,279







246,621Other assets


62,612











62,612Total Assets

$
100,954


$
1,266,189






$
1,367,143Liabilities:Commodity and freight derivatives

$
79,940


$
204,629






$
284,569Foreign currency derivatives


222











222Interest rate swap derivatives






1,227







1,227Total Liabilities

$
80,162


$
205,856






$
286,018   Readily marketable inventories:
  Commodity, freight and foreign currency
    derivatives:
 F-34




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Other assets: available-for-sale
  Interest rate swap derivatives:
    2010(Dollars in thousands)Balance, September 1

$
1,932Realized/unrealized losses included in marketing, general and
    administrative


38Settlements


(1,970
)Balance, August 31

$
     (Dollars in thousands)Receivables

$
7,118Other current assets


142Investments


261Property, plant and equipment


62,509Goodwill


2,420Accounts payable


(304
)Accrued expenses


(157
)Other liabilities


(7,113
)Noncontrolling interests


(2,448
)Total net assets acquired

$
62,428  F-35




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    13  Commitments and Contingencies
  Environmental
      Other
    Litigation and Claims
    Grain
    Storage
    Guarantees
    Credit
    Commitments
    Lease
    Commitments
   F-36




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        EquipmentRail Cars


Vehicles


and Other


Total(Dollars in thousands)2012

$
12,472


$
25,937


$
13,551


$
51,9602013


10,858



19,861



10,667



41,3862014


8,309



14,844



7,880



31,0332015


7,400



11,005



6,753



25,1582016


6,373



5,591



5,791



17,755Thereafter


11,625



1,099



10,229



22,953Total minimum future lease payments

$
57,037


$
78,337


$
54,871


$
190,245   Purchase
    Obligations
     Note
    14
    Supplemental
    Cash Flow and Other Information    2011


2010


2009(Dollars in thousands)Net cash paid during the period for:Interest

$
73,557


$
65,400


$
81,146Income taxes


1,046



15,899



76,670Other significant noncash investing and
    financing transactions:Capital equity certificates exchanged for Preferred Stock






36,674



49,944Capital equity certificates cancelled for fiscal 2009 patronage
    losses in wholesale crop nutrients






60,154Capital equity certificates issued in exchange for Ag
    Business acquisitions


6,453



616



19,594Accrual of dividends and equities payable


(400,216
)


(210,435
)


(203,056
)  F-37




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    15
    Related
    Party Transactions    2011

2010

2009(Dollars in thousands)Sales

$
3,004,303


$
2,276,682


$
2,528,330Purchases


1,461,391



961,062



1,215,786   2011

2010(Dollars in thousands)Receivables

$
51,831


$
31,792Payables


29,398



34,438     Note
    16
    Comprehensive
    Income    2011


2010


2009(Dollars in thousands)Net income including noncontrolling interests

$
1,061,028


$
535,397


$
440,374Pension and other postretirement, net of tax expense (benefit)
    of $17,776, $(30,847) and $(53,408) in 2011, 2010 and 2009,
    respectively


28,001



(47,667
)


(82,069
)Unrealized net gain (loss) on available for sale investments,
    net of tax expense (benefit) of $455, $(477) and $(6,687) in
    2011, 2010 and 2009, respectively


716



(750
)


(10,503
)Treasury locks and swaps, net of tax (benefit) expense of
    $(2,180), $227 and $258 in 2011, 2010 and 2009, respectively


(3,424
)


356



405Energy derivative instruments qualified for hedge accounting,
    net of tax expense (benefit) of $1,540 and $(1,540) in 2011 and
    2010, respectively


2,419



(2,419
)Foreign currency translation adjustment, net of tax expense
    (benefit) of $2,842, $(791) and $(1,570) in 2011, 2010 and 2009,
    respectively


4,464



(1,242
)


(2,466
)Other comprehensive income (loss)


32,176



(51,722
)


(94,633
)Total comprehensive income, including noncontrolling interests


1,093,204



483,675



345,741Comprehensive income attributable to noncontrolling interests


101,458



30,513



52,562Comprehensive income attributable to CHS Inc.

$
991,746


$
453,162


$
293,179  F-38




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011


2010(Dollars in thousands)Pension and other postretirement, net of tax benefit of $123,321
    and $141,097 in 2011 and 2010, respectively

$
(190,511
)

$
(218,512
)Unrealized net gain on available for sale investments, net of
    tax expense of $659 and $204 in 2011 and 2010, respectively


1,036



320Treasury locks and swaps, net of tax benefit of $2,796 and $616
    in 2011 and 2010, respectively


(4,392
)


(968
)Energy derivative instruments qualified for hedge accounting,
    net of tax benefit of $1,540 in 2010






(2,419
)Foreign currency translation adjustment, net of tax expense
    (benefit) of $2,808 and $(34) in 2011
    and 2010, respectively


4,410



(54
)Accumulated other comprehensive loss, including noncontrolling
    interests


(189,457
)


(221,633
)Accumulated other comprehensive loss attributable to
    noncontrolling interests


(14,581
)


(16,366
)Accumulated other comprehensive loss attributable to CHS
    Inc.

$
(174,876
)

$
(205,267
)   F-39