##### Table of Contents





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,
    2009oro

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

41-0251095(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

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: NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
  8% Cumulative Redeemable Preferred Stock

The NASDAQ Global Select Market(Title of Class)

(Name of Each Exchange on Which Registered)         YES o     NO þ
    YES o     NO þ
    YES þ     NO o
    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




---



##### 





INDEX
   
  PageNo.PART I.Item 1.

Business


1The Company


1Energy


2Ag Business


5Processing


11Corporate and Other


14Price Risk and Hedging


15Employees


16Membership in CHS and Authorized Capital


16Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


24Item 2.

Properties


24Item 3.

Legal Proceedings


27Item 4.

Submission of Matters to a Vote of Security
    Holders


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 Operation


30Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


54Item 8.

Financial Statements and Supplementary Data


56Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


56Item 9A(T).

Controls and Procedures


56Item 9B.

Other Information


57PART III.Item 10.

Directors, Executive Officers and Corporate
    Governance


57Board of Directors


57Executive Officers


62Section 16(a) Beneficial Ownership Reporting
    Compliance


63Code of Ethics


63Audit Committee Matters


64Item 11.

Executive Compensation


64Item 12.

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


83Item 13.

Certain Relationships and Related Transactions
    and Director Independence


84Item 14.

Principal Accounting Fees and Services


85PART IV.Item 15.

Exhibits and Financial Statement Schedules


86SUPPLEMENTAL INFORMATIONSIGNATURESEX-10.18EX-10.19EX-10.21EX-10.22EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I.  ITEM 1.
    BUSINESS THE
    COMPANY           1




---



##### 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 Petroleum, Inc.

Retail convenience stores


100
%

ConsolidatedCenex Pipeline, LLC

Finished product transportation


100
%

ConsolidatedAg Business

Agriliance LLC

Retail distribution of agronomy products


50
%

Equity MethodCHS do Brasil Ltda.

Soybean procurement in Brazil


100
%

ConsolidatedUnited Harvest, LLC

Grain exporter


50
%

Equity MethodTEMCO, LLC

Grain exporter


50
%

Equity MethodMultigrain A.G.

Grain procurement and production farmland
    in Brazil


39.4
%

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


100
%

ConsolidatedCHSINC Iberica S.L.

Grain merchandising in Spain


100
%

ConsolidatedProcessing

Horizon Milling, LLC

Wheat milling in U.S.


24
%

Equity MethodHorizon Milling General Partnership

Wheat milling in Canada


24
%

Equity MethodVentura Foods, LLC

Food manufacturing and distributing


50
%

Equity MethodCorporate and Other

Country Hedging, Inc.

Risk management products broker


100
%

ConsolidatedAg States Agency, LLC

Insurance agency


100
%

ConsolidatedImpact Risk Solutions, LLC

Insurance brokerage


100
%

ConsolidatedCofina Financial, LLC

Finance company


100
%

Consolidated   Form 10-K,
   ENERGY  Overview
  ® ®
  Operations
  Laurel Refinery.
   2




---



##### Table of Contents



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




---



##### Table of Contents



Industry;
    Competition
    Regulation.
    Competition.
     4




---



##### Table of Contents



Summary
    Operating Results
    2009


2008


2007(Dollars in thousands)Revenues

$
7,639,838


$
11,499,814


$
8,105,067Cost of goods sold


7,110,324



11,027,459



7,264,180Gross profit


529,514



472,355



840,887Marketing, general and administrative


125,104



111,121



94,939Operating earnings


404,410



361,234



745,948Gain on investments


(15,748
)


(35
)Interest, net


5,483



(5,227
)


(6,106
)Equity income from investments


(4,044
)


(5,054
)


(4,468
)Minority interests


59,166



71,805



143,230Income before income taxes

$
359,553


$
299,745


$
613,292Intersegment revenues

$
(251,626
)

$
(322,522
)

$
(228,930
)Total identifiable assets  August 31

$
3,025,522


$
3,216,852


$
2,797,831  AG
    BUSINESS    Agronomy
  Overview
   5




---



##### Table of Contents



true-up true-up
    50-50
      Operations
   6




---



##### Table of Contents



Products
    and Services
    Sales
    and Marketing; Customers
    Industry;
    Competition
  Regulation.
  Competition.
  Country
    Operations
  Overview
    Products
    and Services
  Grain Purchasing.
 7




---



##### Table of Contents



Other Products.
  Industry;
    Competition
  Regulation.
  Competition.
    Grain
    Marketing
  Overview
    Operations
   8




---



##### Table of Contents



Products
    and Services
   9




---



##### Table of Contents



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




---



##### Table of Contents



Summary
    Operating Results
    2009


2008


2007(Dollars in thousands)Revenues

$
17,196,448


$
19,696,907


$
8,575,389Cost of goods sold


16,937,877



19,088,079



8,388,476Gross profit


258,571



608,828



186,913Marketing, general and administrative


158,395



160,364



97,299Operating earnings


100,176



448,464



89,614Gain on investments


(2,285
)


(100,830
)


(5,348
)Interest, net


46,995



63,665



28,550Equity income from investments


(18,222
)


(83,053
)


(51,830
)Minority interests


614



355



(16
)Income before income taxes

$
73,074


$
568,327


$
118,258Intersegment revenues

$
(39,919
)

$
(36,972
)

$
(18,372
)Total identifiable assets  August 31

$
2,987,394


$
4,172,950


$
2,846,950  PROCESSING  Overview
    Regulation.
  Oilseed
    Processing
   11




---



##### Table of Contents



Wheat
    Milling
     12




---



##### Table of Contents



Foods
          Renewable
    Fuels
   13




---



##### Table of Contents



Summary
    Operating Results
    2009


2008


2007(Dollars in thousands)Revenues

$
1,142,636


$
1,299,209


$
754,743Cost of goods sold


1,099,177



1,240,944



726,510Gross profit


43,459



58,265



28,233Marketing, general and administrative


25,724



26,089



23,545Operating earnings


17,735



32,176



4,688Loss (gain) on investments


74,338



72,602



(15,268
)Interest, net


21,841



21,995



14,783Equity income from investments


(82,525
)


(56,615
)


(48,446
)Income (loss) before income taxes

$
4,081


$
(5,806
)

$
53,619Intersegment revenues

$
(2,759
)

$
(338
)

$
(370
)Total identifiable assets  August 31

$
685,865


$
748,989


$
681,118  CORPORATE
    AND OTHER  Business
    Solutions
  Financial Services.
  Cofina Financial, LLC.
  Country Hedging, Inc.
  Ag States Group.
 14




---



##### Table of Contents



PRICE
    RISK AND HEDGING    over-the-counter
       15




---



##### Table of Contents



EMPLOYEES    11-443
 MEMBERSHIP
    IN CHS AND AUTHORIZED CAPITAL  Introduction
    Distribution
    of Net Income; Patronage Dividends
   16




---



##### Table of Contents



Patrons
    Equities
      Governance
   17




---



##### Table of Contents



Membership
      Voting
    Rights
        Debt and
    Equity Instruments
    Distribution
    of Assets upon Dissolution; Merger and Consolidation
    Certain
    Antitakeover Measures
   18




---



##### Table of Contents



Tax
    Treatment
          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, 2009, 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.
 19




---



##### Table of Contents



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;
    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.
   20




---



##### Table of Contents



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.
      Regulations
    and/or proposed legislation governing green house gas (GHG)
    emissions could adversely affect our results and financial
    condition.
   21




---



##### Table of Contents



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;
    the significant inventories that we carry or the facilities we
    own could be damaged or destroyed by catastrophic events,
    extreme weather conditions or contamination; 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




---



##### Table of Contents



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




---



##### Table of Contents



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 (operational) and Black Creek, Wisconsin
    (leased to another entity)Transportation terminals/repair facilities

12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota,
    South Dakota, Texas, Washington and Wisconsin, 3 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 7 locations for 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  24




---



##### Table of Contents



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   Ag
    Business
    Crop
    Nutrients
    
  Country
    Operations
    Grain
    Marketing
    
 25




---



##### Table of Contents



Processing
    Oilseed
    Processing
    Wheat
    Milling
    
  Corporate
    and Other
  Business
    Solutions
    
  Corporate
    Headquarters
  33-acre
   26




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II.  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES        ITEM 6.
    SELECTED
    FINANCIAL DATA   27




---



##### Table of Contents



Summary
    Consolidated Financial Data
  2009


2008


2007


2006


2005(Dollars in thousands)Income Statement Data:Revenues

$
25,729,916


$
32,167,461


$
17,215,992


$
14,383,835


$
11,926,962Cost of goods sold


24,849,901



30,993,899



16,129,233



13,540,285



11,438,473Gross profit


880,015



1,173,562



1,086,759



843,550



488,489Marketing, general and administrative


355,299



329,965



245,357



231,238



199,354Operating earnings


524,716



843,597



841,402



612,312



289,135Loss (gain) on investments


56,305



(29,193
)


(20,616
)






(13,013
)Interest, net


70,487



76,460



31,098



41,305



41,509Equity income from investments


(105,754
)


(150,413
)


(109,685
)


(84,188
)


(95,742
)Minority interests


59,780



72,160



143,214



91,079



49,825Income from continuing operations before income taxes


443,898



874,583



797,391



564,116



306,556Income taxes


62,491



71,538



40,668



59,350



34,153Income from continuing operations


381,407



803,045



756,723



504,766



272,403(Income) loss on discontinued operations, net of taxes














(625
)


16,810Net income

$
381,407


$
803,045


$
756,723


$
505,391


$
255,593Balance Sheet Data (August 31):Working capital

$
1,626,352


$
1,738,600


$
821,878


$
848,344


$
766,807Net property, plant and equipment


2,099,325



1,948,305



1,728,171



1,476,239



1,359,535Total assets


7,869,845



8,771,978



6,754,373



4,994,166



4,748,654Long-term debt, including current maturities


1,071,953



1,194,855



688,321



744,745



773,074Total equities


3,090,302



2,955,686



2,475,455



2,053,466



1,778,879  28




---



##### Table of Contents



Summary
    Financial Data By Business Segment
  Energy


Ag Business2009


2008


2007


2009


2008


2007(Dollars in thousands)Revenues

$
7,639,838


$
11,499,814


$
8,105,067


$
17,196,448


$
19,696,907


$
8,575,389Cost of goods sold


7,110,324



11,027,459



7,264,180



16,937,877



19,088,079



8,388,476Gross profit


529,514



472,355



840,887



258,571



608,828



186,913Marketing, general and administrative


125,104



111,121



94,939



158,395



160,364



97,299Operating earnings


404,410



361,234



745,948



100,176



448,464



89,614Gain on investments


(15,748
)


(35
)






(2,285
)


(100,830
)


(5,348
)Interest, net


5,483



(5,227
)


(6,106
)


46,995



63,665



28,550Equity income from investments


(4,044
)


(5,054
)


(4,468
)


(18,222
)


(83,053
)


(51,830
)Minority interests


59,166



71,805



143,230



614



355



(16
)Income before income taxes

$
359,553


$
299,745


$
613,292


$
73,074


$
568,327


$
118,258Intersegment revenues

$
(251,626
)

$
(322,522
)

$
(228,930
)

$
(39,919
)

$
(36,972
)

$
(18,372
)Total identifiable assets  August 31

$
3,025,522


$
3,216,852


$
2,797,831


$
2,987,394


$
4,172,950


$
2,846,950   Processing


Corporate and Other2009


2008


2007


2009


2008


2007(Dollars in thousands)Revenues

$
1,142,636


$
1,299,209


$
754,743


$
45,298


$
31,363


$
28,465Cost of goods sold


1,099,177



1,240,944



726,510



(3,173
)


(2,751
)


(2,261
)Gross profit


43,459



58,265



28,233



48,471



34,114



30,726Marketing, general and administrative


25,724



26,089



23,545



46,076



32,391



29,574Operating earnings


17,735



32,176



4,688



2,395



1,723



1,152Loss (gain) on investments


74,338



72,602



(15,268
)






(930
)Interest, net


21,841



21,995



14,783



(3,832
)


(3,973
)


(6,129
)Equity income from investments


(82,525
)


(56,615
)


(48,446
)


(963
)


(5,691
)


(4,941
)Income (loss) before income taxes

$
4,081


$
(5,806
)

$
53,619


$
7,190


$
12,317


$
12,222Intersegment revenues

$
(2,759
)

$
(338
)

$
(370
)Total identifiable assets  August 31

$
685,865


$
748,989


$
681,118


$
1,171,064


$
633,187


$
428,474  29




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
  Form 10-K. Form 10-K.
    ®
           30




---



##### Table of Contents



Recent
    Events
    Results
    of Operations
  Comparison
    of the years ended August 31, 2009 and 2008
  General.
     31




---



##### Table of Contents



lower-of-cost
      Net Income.
 32




---



##### Table of Contents



Revenues.
         33




---



##### Table of Contents



Cost of Goods Sold.
      lower-of-cost
 34




---



##### Table of Contents



Marketing, General and
    Administrative.
  Loss (Gain) on Investments.
    Interest, net.
  Equity Income from Investments.
 35




---



##### Table of Contents



Minority Interests.
  Income Taxes.
  Comparison
    of the years ended August 31, 2008 and 2007
  General.
   36




---



##### Table of Contents



Net Income.
  Revenues.
 37




---



##### Table of Contents



38




---



##### Table of Contents



Cost of Goods Sold.
        Marketing, General and
    Administrative.
  Gain on Investments.
 39




---



##### Table of Contents



Interest, net.
  Equity Income from Investments.
  50-50
   40




---



##### Table of Contents



Minority Interests.
  Income Taxes.
  Liquidity
    and Capital Resources
    364-day 364-day
   41




---



##### Table of Contents



Cash
    Flows from Operations
  Form 10-K,
       42




---



##### Table of Contents



Cash
    Flows from Investing Activities
       43




---



##### Table of Contents



44




---



##### Table of Contents



Cash
    Flows from Financing Activities
  Working
    Capital Financing
  364-day
 45




---



##### Table of Contents



Cofina
    Financial Financing
  and/or
      Long-term
    Debt Financing
       46




---



##### Table of Contents



2010

$
83,4922011


112,3892012


95,2092013


181,1272014


154,959Thereafter


444,777$
1,071,953    47




---



##### Table of Contents



Other
    Financing
             48




---



##### Table of Contents



Off
    Balance Sheet Financing Arrangements
  Lease
    Commitments:
        Total(Dollars in millions)2010

$
43.32011


32.52012


25.02013


16.62014


9.1Thereafter


20.7Total minimum future lease payments

$
147.2   Guarantees:
    Debt:
   49




---



##### Table of Contents



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)

$
246,872


$
246,872Long-term debt(1)


1,071,953



83,492


$
207,598


$
336,086


$
444,777Interest payments(2)


269,243



62,663



104,690



66,300



35,590Operating leases


147,196



43,299



57,476



25,717



20,704Purchase obligations(3)


4,245,997



2,880,360



1,316,148



44,731



4,758Other liabilities(4)


341,194







90,153



111,836



139,205Total obligations

$
6,322,455


$
3,316,686


$
1,776,065


$
584,670


$
645,034     (1)
    
    Included on our Consolidated Balance Sheet.(2)
    
    Based on interest rates and long-term debt balances as of
    August 31, 2009.(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,
    $1,370.1 million is included in accounts payable and
    accrued expenses on our Consolidated Balance Sheet.(4)
    
    Other liabilities include the long-term portion of deferred
    compensation, deferred income taxes and contractual redemptions,
    and are included on our Consolidated Balance Sheet. Of our total
    other liabilities on our Consolidated Balance Sheet in the
    amount of $428.9 million, the timing of the payments of
    $87.8 million of such liabilities cannot be determined.  Critical
    Accounting Policies
    Allowances
    for Doubtful Accounts
    Inventory
    Valuation and Reserves
  last-in, first-in,
 50




---



##### Table of Contents



Derivative
    Financial Instruments
  over-the-counter
  Pension
    and Other Postretirement Benefits
    Deferred
    Tax Assets
    Uncertain
    Tax Positions
   51




---



##### Table of Contents



Long-Lived
    Assets
      and/or and/or
  Environmental
    Liabilities
    Revenue
    Recognition
   52




---



##### Table of Contents



Effect of
    Inflation and Foreign Currency Transactions
    Recent
    Accounting Pronouncements
             53




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  COMMODITY
    PRICE RISK
    over-the-counter
   54




---



##### Table of Contents



INTEREST
    RATE RISK
    FOREIGN
    CURRENCY RISK
   55




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1. Regulation S-K
  November 30,


February 28,


May 31,


August 31,2008


2009


2009


2009(Unaudited)(Dollars in thousands)Revenues

$
7,733,919


$
5,177,069


$
6,163,119


$
6,655,809Gross profit


320,507



214,977



158,268



186,263Income before income taxes


156,156



96,255



78,693



112,794Net income


137,251



82,280



64,569



97,307   November 30,


February 29,


May 31,


August 31,2007


2008


2008


2008Revenues

$
6,525,386


$
6,891,345


$
9,336,609


$
9,414,121Gross profit


314,637



257,625



280,642



320,658Income before income taxes


337,800



197,366



212,347



127,070Net income


300,900



168,031



188,716



145,398   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    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
 56




---



##### Table of Contents



Form 10-K Form 10-K.
  Change in Internal Control over Financial Reporting:
  Rule 13a-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III.  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE BOARD OF
    DIRECTORS    DirectorName and Address

Age


Region


SinceBruce Anderson


57



3



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


59



8



200643970 Road 758
    Lexington, NE 68850 57




---



##### Table of Contents



DirectorName and Address

Age


Region


SinceRobert Bass


55



5



1994E 6391 Bass Road
    Reedsburg, WI 53959Dennis Carlson


48



3



20013255  50th Street
    Mandan, ND 58554Curt Eischens


57



1



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


54



3



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


63



1



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


51



4



200642046  257th Street
    Alexandria, SD 57311James Kile


61



6



1992508 W. Bell Lane
    St. John, WA 99171Randy Knecht


59



4



200140193  112th Street
    Houghton, SD 57449Greg Kruger


50



5



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


61



1



20038109  360th Avenue
    Waseca, MN 56093Richard Owen


55



2



19991591 Hawarden Road
    Geraldine, MT 59446Steve Riegel


57



8



200612748 Ridge Road
    Ford, KS 67842Daniel Schurr


44



7



20063009 Wisconsin Street
    LeClaire, IA 52753Duane Stenzel


63



1



199362904  295th Street
    Wells, MN 56097Michael Toelle


47



1



19925085 St. Anthony Drive
    Browns Valley, MN 56219   Bruce Anderson, secretary-treasurer
 58




---



##### Table of Contents



Donald Anthony
  Robert Bass, first vice chairman
  Dennis Carlson
  Curt Eischens, second vice chairman
  Steve Fritel
  Jerry Hasnedl
  David Kayser
  James Kile
 59




---



##### Table of Contents



Randy Knecht, assistant secretary-treasurer
  Greg Kruger
  Michael Mulcahey
  Richard Owen
  Steve Riegel
  Daniel Schurr
  Duane Stenzel
  Michael Toelle, chairman
 60




---



##### Table of Contents



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.    Region

Current IncumbentRegion 1 (Minnesota)

Mike MulcaheyRegion 1 (Minnesota)

Duane StenzelRegion 3 (North Dakota)

Steve FritelRegion 4 (South Dakota)

David KayserRegion 6 (Alaska, Arizona, California, Hawaii, Idaho, Nevada,
    Oregon, Washington, Utah)

Jim Kile *Region 8 (Colorado, Nebraska, Kansas, New Mexico, Oklahoma,
    Texas)

Don Anthony     *
    
    Jim Kile is retiring and is not running for re-election.   61




---



##### Table of Contents



EXECUTIVE
    OFFICERS    Name

Age

PositionJohn D. Johnson


61


President and Chief Executive OfficerJay Debertin


49


Executive Vice President and Chief Operating Officer, ProcessingPatrick Kluempke


61


Executive Vice President  Corporate AdministrationThomas D. Larson


61


Executive Vice President  Business SolutionsMark Palmquist


52


Executive Vice President and Chief Operating Officer, Ag BusinessJohn Schmitz


58


Executive Vice President and Chief Financial OfficerLeon E. Westbrock


62


Executive Vice President and Chief Operating Officer, Energy   John D. Johnson
  Jay Debertin,
  Patrick Kluempke,
  Thomas D. Larson,
 62




---



##### Table of Contents



Mark Palmquist,
  John Schmitz,
  Leon E. Westbrock,
 Section 16(a)
    Beneficial Ownership Reporting Compliance     Code of
    Ethics  Regulation S-K
      (651) 355-6000
 63




---



##### Table of Contents



Audit
    Committee Matters        ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Executive
    Compensation
  Overview
    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 64




---



##### Table of Contents




    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
    day-to-day
   65




---



##### Table of Contents



Components
    of Compensation
  pay-at-risk
  Pay Element

Definition of Pay Element

Purpose of Pay ElementBase Salary

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

These factors provide the fundamental element of compensation
    based on competitive market practice and internal equity
    considerationsAnnual Variable Pay

Broad-based employee short-term pay-at-risk 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 pay-at-risk 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
    containmentLong-Term Incentive Plans

Long-term pay-at-risk 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 management 66




---



##### Table of Contents



Pay Element

Definition of Pay Element

Purpose of Pay ElementRetirement 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:
      Annual
    Variable Pay:
   67




---



##### Table of Contents



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%             John D. Johnson





$
1,615,680John Schmitz





$
678,057Leon E. Westbrock





$
789,366Mark Palmquist





$
654,394Jay Debertin





$
604,107  68




---



##### Table of Contents



Profit
    Sharing:
    ProfitEquates to Net

SharingReturn On Equity

Income for Fiscal 2009

Award14.0%

$413.8 Million


5
%12.0%

$354.7 Million


4
%10.0%

$295.6 Million


3
%9.0%

$266.0 Million


2
%8.0%

$236.5 Million


1
%     ProfitEquates to Net

SharingReturn On Equity

Income for Fiscal 2010

Award14.0%

$432.6 Million


5
%12.0%

$370.8 Million


4
%10.0%

$309.0 Million


3
%9.0%

$278.1 Million


2
%8.0%

$247.2 Million


1
%   Long-Term
    Incentive Plans:
      2007-2009
  28-month
 69




---



##### Table of Contents



2007-2009
  John D. Johnson





$
1,800,000John Schmitz





$
716,940Leon E. Westbrock





$
798,980Mark Palmquist





$
779,054Jay Debertin





$
598,406   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
    pay credits investment credits
   70




---



##### Table of Contents



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
%   Investment
    Credits
  12-month
  CHS Inc.
    401(k) Plan
   71




---



##### Table of Contents



CHS Inc.
    Supplemental Executive Retirement Plan and CHS Inc. Deferred
    Compensation Plan
                Health &
    Welfare Benefits:
    Medical
    Plans
   72




---



##### Table of Contents



Dental,
    Vision, and Hearing Plan
    Life,
    AD&D and Dependent Life Insurance
    Short-
    and Long-term Disability
    Flexible
    Spending Accounts/Health Savings Accounts
    Travel
    Assistance Program
    Additional
    Benefits and Perquisites:
   73




---



##### Table of Contents



Summary
    Compensation Table
  Change in PensionValue andNon-QualifiedNon-Equity

DeferredIncentive Plan

Compensation

All OtherName and Principal Position

Year

Salary(5)

Compensation(1)(5)

Earnings(2)(6)

Compensation(3)(4)

TotalJohn D. Johnson


2009


$
900,000


$
3,415,680


$
1,666,170


$
262,086


$
6,243,936President &


2008



900,000



3,557,000



1,161,571



279,193



5,897,764Chief Executive Officer


2007



900,000



3,542,366



1,050,906



267,018



5,760,290John Schmitz


2009



535,700



1,394,997



362,542



118,721



2,411,960Executive Vice President &


2008



507,700



1,403,220



221,711



114,197



2,246,828Chief Financial Officer


2007



492,900



1,362,386



208,021



112,868



2,176,175Leon E. Westbrock


2009



588,000



1,588,346



1,653,176



138,083



3,967,605Executive Vice President


2008



570,700



1,576,074



1,106,259



135,199



3,388,2322007



554,100



1,531,554



991,223



129,683



3,206,560Mark Palmquist


2009



588,000



1,433,448



393,335



145,841



2,560,624Executive Vice President


2008



548,700



1,516,574



186,642



156,707



2,408,6232007



532,700



1,481,854



193,536



143,447



2,351,537Jay Debertin


2009



450,000



1,202,513



309,297



166,720



2,128,530Executive Vice President


2008



422,300



1,163,586



115,784



102,039



1,803,7092007



410,000



1,126,160



123,906



107,526



1,767,592     (1)
    
    Amounts include CHS annual variable pay awards and long-term
    incentive awards.(2)
    
    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 non-qualified 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 2009:
    Mr. Johnson- $350,846; Mr. Schmitz- $58,418;
    Mr. Westbrock- $63,714; Mr. Palmquist- $48,082; and
    Mr. Debertin- $83,791, and above market earnings in 2008:
    Mr. Johnson- $114,047; Mr. Schmitz- $9,951;
    Mr. Westbrock- $12,893; Mr. Palmquist- $10,502; and
    Mr. Debertin- $1,725, and above market earnings in 2007:
    Mr. Johnson- $26,787; Mr. Schmitz- $291;
    Mr. Westbrock- $835; and Mr. Palmquist- $342.(3)
    
    Amounts include CHS paid executive LTD, travel accident
    insurance, executive physical, CHS contributions to qualified
    and non-qualified defined contribution plans, car allowance,
    spousal travel, sporting tickets, club dues/memberships and
    financial planning.(4)
    
    This column includes car allowance amounts as follows:
    Mr. Johnson- $25,800; and $15,120 each for
    Mr. Schmitz, Mr. Westbrock, Mr. Palmquist and
    Mr. Debertin.(5)
    
    Amounts reflect the gross compensation and include any
    applicable deferrals. Mr. Debertin deferred $517,976 in
    2009, $585,890 in 2008, and $206,043 in 2007.(6)
    
    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.  Material
    Terms of Named Executive Officer Employment Agreement
   74




---



##### Table of Contents



Form 10-K.
  Explanation
    of Ratio of Salary and Bonus to Total Compensation
  pay-at-risk
  2009
    Grants of Plan-Based Awards
    Estimated Future Payouts Under Non-Equity Incentive Plan
    Awards
  Name

Grant Date

Threshold

Target

MaximumJohn D. Johnson


9-1-08
(1)

$
180,000


$
900,000


$
1,800,0009-1-08
(2)


180,000



900,000



1,800,000John Schmitz


9-1-08
(1)


74,998



374,990



749,9809-1-08
(2)


74,998



374,990



749,980Leon E. Westbrock


9-1-08
(1)


82,320



411,600



823,2009-1-08
(2)


82,320



411,600



823,200Mark Palmquist


9-1-08
(1)


82,320



411,600



823,2009-1-08
(2)


82,320



411,600



823,200Jay Debertin


9-1-08
(1)


63,000



315,000



630,0009-1-08
(2)


63,000



315,000



630,000     (1)
    
    Represents range of possible awards under our 2009 Annual
    Variable Pay Plan. The actual amount of the award earned for
    fiscal 2009 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
    2009-2011
    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.  Grants
    Based Award Table Material Terms of Awards Disclosed in
    Table
   75




---



##### Table of Contents



Pension
    Benefits Table
  Number of

PresentYears of

Value of

PaymentsCredited

Accumulated

During LastName

Plan Name

Service

Benefits

Fiscal YearJohn D. Johnson(1)

CHS Inc. Pension Plan


32.8330


$
660,443


$
0SERP


32.8330



4,775,517



0Special SERP


32.8330



2,840,331



0John Schmitz(1)

CHS Inc. Pension Plan


34.9167



602,654



0SERP


34.9167



1,112,490



0Leon E. Westbrock(1)

CHS Inc. Pension Plan


28.1667



763,791



0SERP


28.1667



6,936,572



0Mark Palmquist

CHS Inc. Pension Plan


30.0000



492,586



0SERP


30.0000



1,188,780



0Jay Debertin

CHS Inc. Pension Plan


25.2500



357,059



0SERP


25.2500



563,703



0     (1)
    
    An executive is eligible for early retirement in both the CHS
    Inc. Pension Plan and the Supplemental Executive Retirement Plan.      Form 10-K
  
    Discount rate of 5.75%;
    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 62 for Mr. Westbrock and age 65
    for all others). The early retirement benefits under the CENEX
    formula and the Farmers Union Central Exchange, Inc.
    formula are both currently described under the Pension Benefits
    Table. 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 and payments under the grandfather
    formula of the Pension Plan assume a single-life annuity. SERP
    benefits are payable as a lump sum.       76




---



##### Table of Contents



Year

Amount2003-2007

$
263,6632008


306,1632009


350,4282010


395,481                 2 3 1 3
  2 3 1 3
 77




---



##### Table of Contents



2009
    Nonqualified Deferred Compensation Table
  Executive

Registrant



Aggregate

Aggregate BalanceContributions in

Contributions in

Aggregate Earnings (Loss)

Withdrawals/

at Last Fiscal YearName

Last Fiscal Year(3)

Last Fiscal Year(1)

in Last Fiscal Year(4)

Distributions

End (1),(2)John D. Johnson

$
0


$
2,379,972


$
1,215,475


$
2,137,469


$
18,040,112John Schmitz


0



776,962



203,967



0



3,474,506Leon E. Westbrock


0



874,705



240,882



1,300,028



3,617,446Mark Palmquist


0



841,916



175,415



807,419



2,776,353Jay Debertin


517,976



639,819



(1,220,200
)


0



5,075,387     (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 roll-overs, 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 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.  Post
    Employment
   78




---



##### Table of Contents



John D. Johnson

$
900,000John Schmitz

$
535,700Leon E. Westbrock

$
588,000Mark Palmquist

$
588,000Jay Debertin

$
432,692       Director
    Compensation
  Overview
    Director
    Retirement and Healthcare Benefits
         79




---



##### 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
     80




---



##### Table of Contents



Director
    Compensation Table
  Change in Pension Valueand NonqualifiedFees Earned or

Deferred Compensation

All OtherName(1)

Paid in Cash(4)

Earnings(2)

Compensation(3)

TotalBruce Anderson

$
71,400


$
66,605


$
10,641


$
148,646Donald Anthony


67,800



33,390



10,641



111,831Robert Bass


72,900



64,590



13,045



150,535Dennis Carlson(5)


65,550



28,076



10,741



104,367Curt Eischens


68,400



48,355



11,881



128,636Steven Fritel


63,750



35,411



14,862



114,023Robert Grabarski


21,600



43,079



15,778



80,457Jerry Hasnedl(5)


69,900



22,928



10,291



103,119David Kayser


60,300



21,994



17,374



99,668James Kile


62,100



16,166



10,641



88,907Randy Knecht


67,500



50,041



10,718



128,259Greg Kruger


48,600



10,005



745



59,350Michael Mulcahey


63,450



34,156



11,449



109,055Richard Owen


67,800



48,365



10,641



126,806Steve Riegel


64,200



30,755



10,641



105,596Daniel Schurr


60,750



16,277



17,869



94,896Duane Stenzel(5)


65,850



3,236



10,641



79,727Michael Toelle


83,400



38,625



17,374



139,399     (1)
    
    Change in board membership includes: Mr. Grabarski was not
    re-elected to the Board effective December 5, 2008 and
    Mr. Kruger was elected to the Board, effective
    December 5, 2008.(2)
    
    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, $484; Mr. Toelle,
    $94; Mr. Fritel, $41; Mr. Hasnedl, $137;
    Mr. Knecht, $92; and Mr. Mulcahey, $23.(3)
    
    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:
    Mr. Anderson, $9,896; Mr. Anthony, $9,896;
    Mr. Bass, $12,300; Mr. Carlson, $9,896;
    Mr. Eischens, $11,136; Mr. Fritel, $14,082;
    Mr. Grabarski, $15,528; Mr. Hasnedl, $9,896;
    Mr. Kayser, $17,124; Mr. Kile, $9,896;
    Mr. Knecht, $9,896; Mr. Mulcahey, $9,896;
    Mr. Owen, $9,896; Mr. Riegel, $9,896; Mr. Schurr,
    $17,124; Mr. Stenzel, $9,896; and Mr. Toelle, $17,124; Life insurance premiums paid for directors include:
    Mr. Fritel, $35; and Mr. Mulcahey, $662.   (4)
    
    Of this amount, the following directors defer the succeeding
    amounts to the Deferred Compensation Plan: Mr. Bass,
    $6,400; Mr. Hasnedl, $6,000; Mr. Mulcahey, $6,000;
    Mr. Riegel, $3,200; and Mr. Toelle, $6,000.(5)
    
    Made a one-time irrevocable retirement election in 2005 to
    receive a lump sum benefit under the directors retirement
    plan. All other directors will receive a monthly annuity upon
    retirement. 81




---



##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
      Report
    of the Corporate Responsibility Committee
  Regulation S-K Form 10-K.
        82




---



##### 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


420 shares
(2)


*Bruce Anderson


351 shares



*Donald Anthony


100 shares



*Robert Bass


120 shares



*Dennis Carlson


710 shares
(2)


*Curt Eischens


120 shares



*Steve Fritel


1,655 shares



*Jerry Hasnedl


975 shares



*David Kayser


0 shares



*James Kile


570 shares
(2)


*Randy Knecht


438 shares
(2)


*Gregory Kruger


0 shares



*Michael Mulcahey


100 shares



*Richard Owen


240 shares



*Steve Riegel


210 shares



*Daniel Schurr


0 shares



*Duane Stenzel


1,250 shares



*Named Executive Officers:John D. Johnson


7,220 shares
(2)


*Jay Debertin


1,200 shares



*Patrick Kluempke


2,000 shares



*Thomas D. Larson


725 shares



*Mark Palmquist


283 shares



*John Schmitz


1,400 shares
(2)


*Leon E. Westbrock


3,000 shares



*Directors and executive officers as a group


23,087 shares



*     (1)
    
    As of August 31, 2009, there were 10,976,107 shares of
    8% Cumulative Redeemable Preferred Stock Outstanding.(2)
    
    Includes shares held by spouse, children and Individual
    Retirement Accounts (IRA).*
    
    Less than 1%.     83




---



##### 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

$
306,701


$
17,509Curt Eischens


818,477



4,446Steve Fritel


319,362



19,821Jerry Hasnedl


1,069,409



119,495David Kayser


858,546



41,564Michael Mulcahey


306,924



1,554Michael Toelle


1,473,800



49,962   Review,
    Approval or Ratification of Related Party Transaction
      Director
    Independence
   84




---



##### Table of Contents



Bruce Anderson

Donald AnthonyRobert Bass

Dennis CarlsonSteve Fritel

Jerry HasnedlDavid Kayser

James KileRandy Knecht

Greg KrugerMichael Mulcahey

Richard OwenSteve Riegel

Daniel SchurrDuane Stenzel

Michael Toelle     ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    (Dollars in thousands)Description of Fees

2009


2008Audit Fees(1)

$
1,609


$
1,461Audit  Related Fees(2)


90



86Tax Fees(3)


24



All Other Fees






Total

$
1,723


$
1,547     (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




---



##### Table of Contents



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


F-1Consolidated Balance Sheets as of August 31,
    2009 and 2008


F-2Consolidated Statements of Operations for the
    years ended August 31, 2009, 2008 and 2007


F-3Consolidated Statements of Equities and
    Comprehensive Income for the years ended August 31, 2009,
    2008 and 2007


F-4Consolidated Statements of Cash Flows for the
    years ended August 31, 2009, 2008 and 2007


F-5Notes to Consolidated Financial Statements


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

Additions:

Additions:

Deductions:

Balance atBeginning

Charged to Costs

Charged to

Write-offs, net

Endof Year

and Expenses

Other Accounts

of Recoveries

of Year(Dollars in thousands)Allowances for Doubtful Accounts2009

$
73,651


$
32,019






$
(6,645
)

$
99,0252008


62,960



20,691







(10,000
)


73,6512007


53,898



12,358







(3,296
)


62,960  86




---



##### Table of Contents



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




---



##### 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
.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).4
.4

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 to change the record date for dividends.
    (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2003, filed
    July 2, 2003).10
.1

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
.2

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
.2A

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
.3

Cenex Harvest States Cooperatives Supplemental Executive
    Retirement Plan. (Incorporated by reference to our
    Form 10-K
    for the year ended August 31, 2000, filed November 22,
    2000).10
.3A

Amendment No. 4 to the CHS Inc. Supplemental Executive
    Retirement Plan. (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2006, filed
    July 12, 2006).10
.3B

Amendment No. 5 to the CHS Inc. 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
.3C

Amendment No. 6 to the CHS Inc. 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
.3D

Amendment No. 7 to the CHS Inc. Supplemental Executive
    Retirement Plan. (Incorporated by reference to our
    Form 10-K
    for the year ended August 31, 2008, filed November 21,
    2008).10
.4

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
.5

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
.6

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
.6A

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
.6B

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).10
.6C

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
.6D

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
.7

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). 88




---



##### Table of Contents



10
.8

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
.8A

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
.9

$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
.9A

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
.10

2006 Amended and Restated Credit Agreement (Revolving Loan) by
    and between CHS Inc. and the Syndication Parties dated as of
    May 18, 2006. (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2006, filed
    July 12, 2006).10
.10A

First Amendment to 2006 Amended and Restated Credit Agreement by
    and among CHS Inc., CoBank, ACB and the Syndication Parties,
    dated May 8, 2007 (Incorporated by reference to our Current
    Report on
    Form 8-K
    filed May 11, 2007).10
.10B

Second Amendment to 2006 Amended and Restated Credit Agreement
    by and among CHS Inc., CoBank, ACB and the Syndication Parties,
    dated October 18, 2007. (Incorporated by reference to our
    Form 10-K
    for the year ended August 31, 2008, filed November 21,
    2008).10
.10C

Third Amendment to 2006 Amended and Restated Credit Agreement by
    and among CHS Inc., CoBank, ACB and the Syndication Parties,
    dated March 5, 2008 (Incorporated by reference to our
    Current Report on
    Form 8-K
    filed March 6, 2008).10
.10D

Fourth Amendment to 2006 Amended and Restated Credit Agreement
    by and among CHS Inc., CoBank, ACB and the Syndication Parties,
    dated May 1, 2008 (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2008 filed
    July 10, 2008).10
.10E

Fifth Amendment to 2006 Amended and Restated Credit Agreement by
    and among CHS Inc., CoBank, ACB and the Syndication Parties,
    dated February 10, 2009 (Incorporated by reference to our
    Current Report on
    Form 8-K,
    filed February 11, 2009).10
.11

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
.11A

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
.12

Note purchase and Private Shelf Agreement dated as of
    January 10, 2001 between Cenex Harvest States Cooperatives
    and The Prudential Insurance Company of America. (Incorporated
    by reference to our
    Form 10-Q
    for the quarterly period ended February 28, 2001, filed
    April 10, 2001).10
.12A

Amendment No. 1 to Note Purchase and Private Shelf
    Agreement, dated as of March 2, 2001. (Incorporated by
    reference to our
    Form 10-Q
    for the quarterly period ended February 28, 2001, filed
    April 10, 2001).10
.13

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
.14

2003 Amended and Restated Credit Agreement ($15 million,
    2 Year Facility) dated December 16, 2003 between
    CoBank, ACB, U.S. AgBank, FCB and the National Cooperative
    Refinery Association, Inc. (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended February 29, 2004, filed
    April 7, 2004).10
.14A

First Amendment to the 2003 Amended and Restated Credit
    Agreement between the National Cooperative Refinery Association
    and the Syndication Parties. (Incorporated by reference to our
    Current Report on
    Form 8-K
    filed December 20, 2005).10
.14B

Third Amendment to 2003 Amended and Restated Credit Agreement
    between National Cooperative Refinery Association and the
    Syndication Parties (Incorporated by reference to our Current
    Report on
    Form 8-K
    filed December 18, 2006). 89




---



##### Table of Contents



10
.14C

Fifth Amendment to 2003 Amended and Restated Credit Agreement
    between National Cooperative Refinery Association and the
    Syndication Parties (Incorporated by reference to our
    Registration Statement on
    Form S-1
    (File
    No. 333-148091),
    filed December 14, 2007).10
.14D

Sixth Amendment to 2003 Amended and Restated Credit Agreement
    between National Cooperative Refinery Association and the
    Syndication Parties (Incorporated by reference to our
    Registration Statement on
    Form S-1
    (File
    No. 333-156255),
    filed December 17, 2008).10
.15

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
.15A

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
.15B

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
.16

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
.17

Deferred Compensation Plan. (Incorporated by reference to our
    Registration Statement on
    Form S-8
    (File
    No. 333-121161),
    filed December 10, 2004).10
.17A

First Amendment to CHS Inc. Deferred Compensation Plan.
    (Incorporated by reference to our Registration Statement on
    Form S-8
    (File
    No. 333-129464),
    filed November 4, 2005).10
.17B

Second Amendment to CHS Inc. Deferred Compensation Plan.
    (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended February 29, 2008, filed
    April 9, 2008).10
.17C

Third Amendment to CHS Inc. Deferred Compensation Plan.
    (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2008, filed
    July 10, 2008).10
.17D

Fourth Amendment to CHS Inc. Deferred Compensation Plan.
    (Incorporated by reference to our
    Form 10-K
    for the year ended August 31, 2008, filed November 21,
    2008).10
.18

New Plan Participants 2008 Plan Agreement and Election Form for
    the CHS Inc. Deferred Compensation Plan.(*)10
.19

Beneficiary Designation Form for the CHS Inc. Deferred
    Compensation Plan.(*)10
.20

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
.21

CHS Inc. Deferred Compensation Plan Appendix B to
    Prospectus dated October 28, 2008.(*)10
.22

New Plan Participants (Board of Directors) 2009 Plan Agreement
    and Election Form for the CHS Inc. Deferred Compensation Plan.(*)10
.23

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
.24

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
.25

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
.26

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
.27

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). 90




---



##### Table of Contents



10
.28

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
.29

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
.30

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).10
.31

$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
.31A

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
.32

Credit Agreement
    (364-day
    Revolving Loan) by and between CHS Inc., CoBank, ACB and the
    Syndication Parties dated as of February 14, 2008
    (Incorporated by reference to our Current Report on
    Form 8-K
    filed February 15, 2008).10
.32A

First Amendment to Credit Agreement
    (364-day
    Revolving Loan) 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
.30B

Second Amendment to Credit Agreement
    (364-day
    Revolving Loan) by and between CHS Inc., CoBank, ACB and the
    Syndication Parties dated as of February 10, 2009
    (Incorporated by reference to our Current Report on
    Form 8-K,
    filed February 11, 2009).10
.33

$75 Million Uncommitted Demand Facility by and between CHS
    Europe S.A. and Fortis Bank (Nederland) N.V. dated
    April 18, 2008 (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2008, filed
    July 10, 2008).10
.34

$60 Million Uncommitted Trade Finance Facility by and between
    CHS Europe S.A. and Societe Generale dated June 6, 2008
    (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended May 31, 2008, filed
    July 10, 2008).10
.35

$70 Million Uncommitted Transactional Facility by and between
    CHS Europe S.A. and BNP Paribas dated July 17, 2008
    (Incorporated by reference to our
    Form 10-K
    for the year ended August 31, 2008, filed November 21,
    2008).10
.36

$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
.37

Base Indenture dated August 10, 2005 between Cofina
    Funding, LLC as Issuer 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
.38

Amendment No. 1 to Base Indenture dated as of
    November 18, 2005 by and among Cofina Funding, LLC (the
    Issuer), Cofina Financial, LLC (the
    Servicer), Bank Hapoalim B.M. (the Funding
    Agent) 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
.39

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
.40

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
.41

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). 91




---



##### Table of Contents



10
.42

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
.43

Omnibus Amendment and Agreement dated as of August 30, 2005
    by and among Cofina Funding, LLC (the Issuer);
    Cofina Financial, LLC (the Servicer), Cenex Finance
    Association, Inc. (the Guarantor), Bank Hapoalim
    B.M. (the Funding Agent) and U.S. Bank National
    Association, as Trustee and as Custodian (Incorporated by
    reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.44

Series 2005-A
    Supplement dated as of August 10, 2005 (to Base Indenture
    dated as of August 10, 2005) between Cofina Funding,
    LLC, as Issuer, 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

Note Purchase Agreement dated as of August 10, 2005 among
    Cofina Funding, LLC, as Issuer; Bank Hapoalim B.M. as Funding
    Agent; 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
.46

Series 2005-B
    Supplement dated as of November 18, 2005 (to Base Indenture
    dated as of August 10, 2005) between Cofina Funding,
    LLC, as Issuer, 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
.47

Note Purchase Agreement dated as of November 18, 2005 among
    Cofina Funding, LLC, as Issuer; Venus Funding Corporation, as
    the Conduit Purchaser; Bank Hapoalim, B.M., 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
.48

First Amendment to Note Purchase Agreement dated as of
    November 6, 2008 among Cofina Funding, LLC (the
    Issuer); Venus Funding Corporation (the
    Conduit Purchaser); Bank Hapoalim, B.M., as Funding
    Agent and as a Committed Purchaser (Incorporated by reference to
    our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.49

Omnibus Amendment and Agreement dated as of May 11, 2007
    among Cofina Funding, LLC (the Issuer); Cofina
    Financial, LLC (the Servicer), Bank Hapoalim B.M.
    (the Funding Agent); and U.S. Bank National
    Association as Trustee and as Custodian (Incorporated by
    reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.50

Omnibus Amendment and Agreement No. 2 dated as of
    October 1, 2007 among Cofina Funding, LLC (the
    Issuer); Cofina Financial, LLC (the
    Servicer), Bank Hapoalim B.M. (the Funding
    Agent); and U.S. Bank National Association as Trustee and
    as Custodian (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.51

Omnibus Amendment and Agreement No. 3 dated as of
    May 16, 2008 among Cofina Funding, LLC (the
    Issuer); Cofina Financial, LLC (the
    Servicer), Bank Hapoalim B.M. (the Funding
    Agent); Venus Funding Corporation (the Conduit
    Purchaser) and U.S. Bank National Association as Trustee
    and as Custodian (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.52

Series 2006-A
    Supplement dated as of February 21, 2006 (to Base Indenture
    dated as of August 10, 2005) between Cofina Funding,
    LLC, as Issuer, 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
.53

Note Purchase Agreement dated as of February 21, 2006 among
    Cofina Funding, LLC, as Issuer; Venus Funding Corporation, as
    the Conduit Purchaser; Bank Hapoalim, B.M., 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
.54

First Amendment to Note Purchase Agreement dated as of
    February 20, 2007 among Cofina Funding, LLC (the
    Issuer); Venus Funding Corporation (the
    Conduit Purchaser); Bank Hapoalim, B.M. (the
    Funding Agent); and the Committed Purchasers party
    thereto. (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009). 92




---



##### Table of Contents



10
.55

Second Amendment to Note Purchase Agreement dated as of
    February 19, 2008 among Cofina Funding, LLC (the
    Issuer); Venus Funding Corporation (the
    Conduit Purchaser); Bank Hapoalim, B.M. (the
    Funding Agent); and the Committed Purchasers party
    thereto. (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.56

Series 2006-B
    Supplement dated as of May 16, 2006 (to Base Indenture
    dated as of August 10, 2005) between Cofina Funding,
    LLC, as Issuer, 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
.57

Note Purchase Agreement dated as of May 16, 2006 among
    Cofina Funding, LLC, as Issuer; Voyager Funding Corporation, as
    the Conduit Purchaser; Bank Hapoalim, B.M., 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
.58

First Amendment to Note Purchase Agreement dated as of
    May 15, 2007 among Cofina Funding, LLC (the
    Issuer); Voyager Funding Corporation (the
    Conduit Purchaser); Bank Hapoalim, B.M. (the
    Funding Agent); and the Committed Purchasers party
    thereto (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.59

Second Amendment to Note Purchase Agreement dated as of
    May 13, 2008 among Cofina Funding, LLC (the
    Issuer); Voyager Funding Corporation (the
    Conduit Purchaser); Bank Hapoalim, B.M. (the
    Funding Agent); and the Committed Purchasers party
    thereto (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.60

Series 2008-A
    Supplement dated as of November 21, 2008 (to Base Indenture
    dated as of August 10, 2005) between Cofina Funding,
    LLC, as Issuer, 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
.61

Note Purchase Agreement 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
.62

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
.63

Amended and Restated Loan Origination and Participation
    Agreement dated as of October 31, 2006 by and among AgStar
    Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.;
    and Cofina Financial, LLC (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.64

Amendment dated December 11, 2006 to Amended and Restated
    Loan Origination and Participation Agreement by and among AgStar
    Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.;
    and Cofina Financial, LLC (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.65

Amendment dated January 5, 2007 to Amended and Restated
    Loan Origination and Participation Agreement by and among AgStar
    Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.;
    and Cofina Financial, LLC (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).10
.66

Amendment dated December 12, 2007 to Amended and Restated
    Loan Origination and Participation Agreement by and among AgStar
    Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.;
    and Cofina Financial, LLC (Incorporated by reference to our
    Form 10-Q
    for the quarterly period ended November 30, 2008, filed
    January 13, 2009).21
.1

Subsidiaries of the Registrant.(*)23
.1

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

Power of Attorney.(*)31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.(*) 93




---



##### Table of Contents



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.  EXHIBITS
    SCHEDULES
   SUPPLEMENTAL
    INFORMATION   94




---



##### Table of Contents



SIGNATURES      By:
    /s/  John
    D. Johnson   President and Chief Executive Officer
    Signature

Title/s/  John
    D. JohnsonJohn
    D. Johnson

President and Chief Executive Officer
    (principal executive officer)/s/  John
    SchmitzJohn
    Schmitz

Executive Vice President and Chief Financial Officer (principal
    financial officer)/s/  Jodell
    HellerJodell
    Heller

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

Chairman of the Board of DirectorsBruce
    Anderson*

DirectorDon
    Anthony*

DirectorRobert
    Bass*

DirectorDennis
    Carlson*

DirectorCurt
    Eischens*

DirectorSteve
    Fritel*

DirectorJerry
    Hasnedl*

Director 95




---



##### Table of Contents



Signature

TitleDavid
    Kayser*

DirectorJames
    Kile*

DirectorRandy
    Knecht*

DirectorGreg
    Kruger*

DirectorMichael
    Mulcahey*

DirectorRichard
    Owen*

DirectorSteve
    Riegel*

DirectorDan
    Schurr*

DirectorDuane
    Stenzel*

Director*By

/s/  John
    D. JohnsonJohn
    D. JohnsonAttorney-in-fact  96




---



##### Table of Contents



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




---



##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    BALANCE SHEETS  August 312009


2008(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
772,599


$
136,540Receivables


1,827,749



2,307,794Inventories


1,526,280



2,368,024Derivative assets


171,340



369,503Other current assets


447,655



667,338Total current assets


4,745,623



5,849,199Investments


727,925



784,516Property, plant and equipment


2,099,325



1,948,305Other assets


296,972



189,958Total assets

$
7,869,845


$
8,771,978LIABILITIES AND EQUITIESCurrent liabilities:Notes payable

$
246,872


$
106,154Current portion of long-term debt


83,492



118,636Customer credit balances


274,343



224,349Customer advance payments


320,688



644,822Checks and drafts outstanding


86,845



204,896Accounts payable


1,289,139



1,838,214Derivative liabilities


306,116



273,591Accrued expenses


308,720



374,898Dividends and equities payable


203,056



325,039Total current liabilities


3,119,271



4,110,599Long-term debt


988,461



1,076,219Other liabilities


428,949



423,742Minority interests in subsidiaries


242,862



205,732Commitments and contingenciesEquities


3,090,302



2,955,686Total liabilities and equities

$
7,869,845


$
8,771,978     F-2




---



##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  For the Years Ended August 312009


2008


2007(Dollars in thousands)Revenues

$
25,729,916


$
32,167,461


$
17,215,992Cost of goods sold


24,849,901



30,993,899



16,129,233Gross profit


880,015



1,173,562



1,086,759Marketing, general and administrative


355,299



329,965



245,357Operating earnings


524,716



843,597



841,402Loss (gain) on investments


56,305



(29,193
)


(20,616
)Interest, net


70,487



76,460



31,098Equity income from investments


(105,754
)


(150,413
)


(109,685
)Minority interests


59,780



72,160



143,214Income before income taxes


443,898



874,583



797,391Income taxes


62,491



71,538



40,668Net income

$
381,407


$
803,045


$
756,723     F-3




---



##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF EQUITIES AND COMPREHENSIVE INCOME  For the Years Ended August 31, 2009, 2008 and 2007AccumulatedCapital


Nonpatronage








Unallocated


Other


AllocatedEquity


Equity


Preferred


Patronage


Capital


Comprehensive


Capital


TotalCertificates


Certificates


Stock


Refunds


Reserve


Income (Loss)


Reserve


Equities(Dollars in thousands)Balances, September 1, 2006

$
1,180,083


$
27,173


$
150,512


$
243,100


$
431,446


$
13,102


$
8,050


$
2,053,466Dividends and equity retirement determination


116,919











130,900



1,955











249,774Patronage distribution


246,802











(374,000
)


(5,860
)










(133,058
)Equities retired


(70,402
)


(382
)






















(70,784
)Capital equity certificates exchanged for preferred stock


(35,899
)






35,899







(145
)










(145
)Equities issued


10,132



























10,132Preferred stock dividends


















(13,104
)










(13,104
)Other, net


(3,203
)


(145
)










168







(9
)


(3,189
)Comprehensive income:Net income














550,000



206,723











756,723Other comprehensive income






















62,353







62,353Total comprehensive income






























819,076Adjustment to initially apply FASB Statement No. 158






















(62,419
)






(62,419
)Dividends and equities payable


(179,381
)










(192,500
)


(2,413
)










(374,294
)Balances, August 31, 2007


1,265,051



26,646



186,411



357,500



618,770



13,036



8,041



2,475,455Dividends and equity retirement determination


179,381











192,500



2,413











374,294Patronage distribution


362,206











(550,000
)


(7,210
)










(195,004
)Equities retired


(81,295
)


(500
)






















(81,795
)Capital equity certificates exchanged for preferred stock


(46,364
)






46,364







(135
)










(135
)Equities issued


4,680



























4,680Preferred stock dividends


















(16,288
)










(16,288
)Other, net


(2,057
)


(804
)










429







(17
)


(2,449
)Comprehensive income:Net income














652,000



151,045











803,045Other comprehensive loss






















(81,078
)






(81,078
)Total comprehensive income






























721,967Dividends and equities payable


(93,823
)










(228,200
)


(3,016
)










(325,039
)Balances, August 31, 2008


1,587,779



25,342



232,775



423,800



746,008



(68,042
)


8,024



2,955,686Dividends 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
)Adoption of retirement plan measurement date change


















(2,603
)










(2,603
)Other, net


(324
)


(186
)


(25
)






414











(121
)Comprehensive income:Net (loss) income


(60,000
)










426,500



14,907











381,407Other comprehensive loss






















(88,228
)






(88,228
)Total comprehensive income






























293,179Dividends and equities payable


(50,122
)










(149,275
)


(3,659
)










(203,056
)Balances, August 31, 2009

$
1,912,804


$
24,795


$
282,694


$
277,225


$
741,030


$
(156,270
)

$
8,024


$
3,090,302     F-4




---



##### Table of Contents



Consolidated
    Financial Statements
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the Years Ended August 312009


2008


2007(Dollars in thousands)Cash flows from operating activities:Net income

$
381,407


$
803,045


$
756,723Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


196,350



181,263



140,596Amortization of deferred major repair costs


24,999



29,146



23,250Income from equity investments


(105,754
)


(150,413
)


(109,685
)Distributions from equity investments


80,403



110,013



66,693Minority interests


59,780



72,160



143,214Noncash patronage dividends received


(9,717
)


(4,083
)


(3,302
)Gain on sale of property, plant and equipment


(3,176
)


(5,668
)


(6,916
)Loss (gain) on investments


56,305



(29,193
)


(20,616
)Deferred taxes


43,976



26,011



50,868Other, net


2,408



770



4,261Changes in operating assets and liabilities:Receivables


692,540



(832,146
)


(278,179
)Inventories


895,882



(517,515
)


(528,288
)Derivative assets


198,163



(122,421
)


(172,809
)Other current assets and other assets


186,217



(98,625
)


(81,906
)Customer credit balances


47,946



113,501



44,030Customer advance payments


(328,854
)


275,386



79,138Accounts payable and accrued expenses


(664,160
)


827,997



211,469Derivative liabilities


32,525



96,382



79,399Other liabilities


(51,708
)


30,152



9,346Net cash provided by operating activities


1,735,532



805,762



407,286Cash flows from investing activities:Acquisition of property, plant and equipment


(315,505
)


(318,559
)


(373,300
)Proceeds from disposition of property, plant and equipment


10,769



9,336



13,548Expenditures for major repairs


(1,771
)


(21,662
)


(34,664
)Investments


(120,181
)


(370,248
)


(95,834
)Investments redeemed


39,787



43,046



4,935Proceeds from sale of investments


41,822



122,075



10,918Joint venture distribution transaction, net


850



(4,737
)Changes in notes receivable


123,307



(67,119
)


(29,320
)Acquisition of intangibles


(2,431
)


(3,399
)


(9,083
)Business acquisitions


(76,364
)


(47,001
)


(15,104
)Other investing activities, net


9,773



(5,444
)


(2,051
)Net cash used in investing activities


(289,944
)


(663,712
)


(529,955
)Cash flows from financing activities:Changes in notes payable


(251,225
)


(565,022
)


633,203Long-term debt borrowings






600,000



4,050Principal payments on long-term debt


(118,864
)


(99,479
)


(60,851
)Payments for bank fees on debt


(1,584
)


(3,486
)


(104
)Changes in checks and drafts outstanding


(119,301
)


61,110



85,412Distributions to minority owners


(21,139
)


(63,123
)


(76,763
)Costs incurred  capital equity certificates redeemed


(130
)


(135
)


(145
)Preferred stock dividends paid


(20,024
)


(16,288
)


(13,104
)Retirements of equities


(49,652
)


(81,795
)


(70,784
)Cash patronage dividends paid


(227,610
)


(195,004
)


(133,058
)Net cash (used in) provided by financing activities


(809,529
)


(363,222
)


367,856Net increase (decrease) in cash and cash equivalents


636,059



(221,172
)


245,187Cash and cash equivalents at beginning of period


136,540



357,712



112,525Cash and cash equivalents at end of period

$
772,599


$
136,540


$
357,712     F-5




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note
    1  Summary of Significant Accounting
    Policies
  Organization
    Consolidation
      Cash
    Equivalents
    Inventories
  last-in, first-in,
  Derivative
    Financial Instruments and Hedging Activities
     F-6




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  over-the-counter 39-1
    Purchase


SalesContracts


Contracts(Units in thousands)Grain and oilseed  bushels


591,639



715,914Energy products  barrels


8,879



12,456Crop nutrients  tons


933



1,016Ocean and barge freight  metric tons


3,493



3,316     (Dollars in thousands)Derivative Assets:Commodity and freight derivatives

$
296,416Derivative Liabilities:Commodity and freight derivatives

$
426,281Interest rate derivatives


4,911$
431,192     Location ofGain (Loss)

February 28


May 31


August 31(Dollars in thousands)Commodity and freight derivatives

Cost of goods sold

$
12,543


$
(38,047
)

$
(58,336
)Foreign exchange derivatives

Cost of goods sold


(1,572
)


(2,754
)


(884
)Interest rate derivatives

Interest, net


(777
)


(1,145
)


(5,800
)$
10,194


$
(41,946
)

$
(65,020
)   Commodity
    and Freight Contracts:
     F-7




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Interest
    Rate Contracts:
   F-8




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Exchange Contracts:
    Investments
    Property,
    Plant and Equipment
      and/or
 F-9




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Goodwill
    and Other Intangible Assets
    Revenue
    Recognition
    Environmental
    Expenditures
    Income
    Taxes
   F-10




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    Income
    Use of
    Estimates
    Subsequent
    Events
    Recent
    Accounting Pronouncements
         F-11




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 2  Receivables
    2009


2008(Dollars in thousands)Trade accounts receivable

$
1,482,921


$
2,181,132Cofina Financial notes receivable


254,419Other


189,434



200,3131,926,774



2,381,445Less allowances and reserves


99,025



73,651$
1,827,749


$
2,307,794    F-12




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3  Inventories
    2009


2008(Dollars in thousands)Grain and oilseed

$
638,622


$
918,514Energy


496,114



596,487Crop nutrients


114,832



399,986Feed and farm supplies


198,440



371,670Processed grain and oilseed


69,344



74,537Other


8,928



6,830$
1,526,280


$
2,368,024     Note 4  Investments
    2009


2008(Dollars in thousands)Cooperatives:Land OLakes, Inc.

$
45,747


$
40,542CoBank, ACB


19,891



13,851Ag Processing Inc.


18,594



18,799Joint ventures:Ventura Foods, LLC


245,525



156,394Multigrain AG


141,179



65,573United Country Brands, LLC (Agriliance LLC)


80,436



147,449Horizon Milling, LLC


56,999



66,529TEMCO, LLC


27,181



26,969Horizon Milling G.P


19,137



20,242Cofina Financial, LLC






41,378VeraSun Energy Corporation






74,338Other


73,236



112,452$
727,925


$
784,516    F-13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008(Dollars in thousands)Current assets

$
441,406


$
401,663Non-current assets


464,356



485,382Current liabilities


141,844



298,371Non-current liabilities


303,665



308,312   2009


2008


2007(Dollars in thousands)Net sales

$
2,055,768


$
2,120,332


$
1,637,998Gross profit


269,269



162,756



208,938Net income


125,190



29,303



64,156      F-14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    true-up true-up
    (Dollars in thousands)Receivables

$
5,219Inventories


174,620Other current assets


256,390Investments


6,096Property, plant and equipment


29,682Other assets


11,717Customer advance payments


(206,252
)Accounts payable


(5,584
)Accrued expenses


(3,163
)Total net assets received

$
268,725     50-50
 F-15




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    available-for-sale
      Note 5  Property,
    Plant and Equipment
    2009


2008(Dollars in thousands)Land and land improvements

$
110,635


$
104,306Buildings


497,956



474,399Machinery and equipment


2,879,984



2,763,288Office and other


94,429



90,061Construction in progress


243,929



89,7953,826,933



3,521,849Less accumulated depreciation and amortization


1,727,608



1,573,544$
2,099,325


$
1,948,305      F-16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6
    Other
    Assets    2009


2008(Dollars in thousands)Goodwill

$
17,346


$
3,804Customer lists, less accumulated amortization of $12,336 and
    $7,454, respectively


22,689



20,216Non-compete covenants, less accumulated amortization of $3,173
    and $2,668, respectively


6,785



3,265Trademarks and other intangible assets, less accumulated
    amortization of $17,291 and $17,215, respectively


20,862



25,918Prepaid pension and other benefits


52,934



64,023Capitalized major maintenance


30,075



53,303Cofina Financial notes receivable


125,447Notes receivable


7,796



12,356Other


13,038



7,073$
296,972


$
189,958        F-17




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7
    Notes
    Payable and Long-Term Debt    Interest Rates atAugust 31, 2009

2009


2008(Dollars in thousands)Notes payable(a)(k)

0.96% to 8.50%

$
19,183


$
106,154Cofina Financial notes payable(l)

1.00% to 2.04%


227,689$
246,872


$
106,154Long-term debt:Revolving term loans from cooperative and other banks, payable
    in installments through 2009(b)(k)







$
49,700Revolving term loans from cooperative and other banks, payable
    in equal installments beginning in 2013 through 2018(c)(k)

5.59%

$
150,000



150,000Private placement, payable in equal installments beginning in
    2013 through 2017(d)(k)

6.18%


400,000



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

6.81%


150,000



187,500Private placement, payable in installments through 2018(f)(k)

4.96% to 5.60%


121,923



139,615Private placement, payable in equal installments beginning in
    2011 through 2015(g)(k)

5.25%


125,000



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

7.43% to 7.90%


22,857



34,286Private placement, payable in its entirety in 2010(i)(k)

4.08%


15,000



15,000Private placement, payable in its entirety in 2011(i)(k)

4.39%


15,000



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

5.78%


50,000



50,000Industrial revenue bonds, payable in its entirety in 2011

5.23%


3,925



3,925Other notes and contracts(j)

1.89% to 12.17%


18,248



24,829Total long-term debt




1,071,953



1,194,855Less current portion




83,492



118,636Long-term portion



$
988,461


$
1,076,219   2009


2008Weighted-average interest rates at August 31:Notes payable


2.84%



2.73%Cofina Financial notes payable


1.71%Long-term debt


5.93%



5.90%     (a)
    
    The Company finances its working capital needs through
    short-term lines of credit with a syndication of domestic and
    international banks. One of these revolving lines of credit is a
    five-year $1.3 billion F-18




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  committed facility, with no amount outstanding on
    August 31, 2009, compared to $75.0 million outstanding
    on August 31, 2008. During fiscal 2009, the Company renewed
    its 364-day
    revolving line of credit with a syndication of banks for a
    committed amount of $300.0 million, with no amounts
    outstanding on August 31, 2009 and 2008. In addition to
    these short-term lines of credit, the Company has a one-year
    committed credit facility dedicated to NCRA, with a syndication
    of banks in the amount of $15.0 million, with no amounts
    outstanding on August 31, 2009 and 2008. Our wholly-owned
    subsidiary, CHS Europe S.A., has uncommitted lines of credit to
    finance its normal trade grain transactions, of which
    $15.7 million and $31.2 million was outstanding on
    August 31, 2009 and 2008, respectively, and was
    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
    five-year revolving credit facility. The commercial paper
    programs do not increase the committed borrowing capacity in
    that the Company is required to have at least an equal amount of
    undrawn capacity available on the five-year revolving facility
    as to the amount of commercial paper issued. On August 31,
    2009 and 2008, there was no commercial paper outstanding.
    Miscellaneous short-term notes payable totaled $3.5 million
    on August 31, 2009.(b)
    
    The Company established a long-term credit agreement, which
    committed $200.0 million of long-term borrowing capacity to
    the Company through May 31, 1999, of which
    $164.0 million was drawn before the expiration date of that
    commitment.(c)
    
    In December 2007, the Company established a
    10-year
    long-term credit agreement through a syndication of cooperative
    banks in the amount of $150.0 million.(d)
    
    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.(e)
    
    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.(f)
    
    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.(g)
    
    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.(h)
    
    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.(i)
    
    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.(j)
    
    Other notes and contracts payable of $10.3 million are
    collateralized by property, plant and equipment, with a cost of
    $21.9 million, less accumulated depreciation of
    $7.5 million on August 31, 2009.(k)
    
    The debt is unsecured; however, restrictive covenants under
    various agreements have requirements for maintenance of minimum
    working capital levels and other financial ratios.(l)
    
    Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary
    of Cofina Financial, has available credit totaling
    $212.0 million as of August 31, 2009, under note
    purchase agreements with various purchasers, through the
    issuance of short-term notes payable. Cofina Financial 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 based on commercial paper and/or
    Eurodollar rates, with a weighted average Eurodollar interest
    rate of 1.77% as of August 31, 2009. Borrowings by Cofina
    Funding utilizing the issuance of commercial paper under the
    note purchase agreements totaled $101.7 million as of
    August 31, 2009. As of August 31, 2009,
    $64.7 million of related loans receivable were accounted
    for as sales when they were surrendered in accordance F-19




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  with SFAS No. 140, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities. As a result, the net borrowings under the
    note purchase agreements were $37.0 million. Cofina
    Financial also sells loan commitments it has originated to
    ProPartners Financial (ProPartners) on a recourse basis. The
    total capacity for commitments under the ProPartners program is
    $120.0 million. The total outstanding commitments under the
    program totaled $95.2 million as of August 31, 2009,
    of which $74.2 million was borrowed under these commitments
    with an interest rate of 2.04%. In addition, Cofina Financial
    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 1.00% to 1.50% as
    of August 31, 2009, and are due upon demand. Borrowings
    under these notes totaled $116.5 million as of
    August 31, 2009.      (Dollars in thousands)2010

$
83,4922011


112,3892012


95,2092013


181,1272014


154,959Thereafter


444,777$
1,071,953     2009


2008


2007(Dollars in thousands)Interest expense

$
85,669


$
100,123


$
63,528Capitalized interest


(5,201
)


(9,759
)


(11,717
)Interest income


(9,981
)


(13,904
)


(20,713
)Interest, net

$
70,487


$
76,460


$
31,098   Note 8
    Income
    Taxes    2009


2008


2007(Dollars in thousands)Current

$
18,515


$
45,527


$
(10,200
)Deferred


31,665



15,578



42,068Valuation allowance


12,311



10,433



8,800Income taxes

$
62,491


$
71,538


$
40,668    F-20




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008(Dollars in thousands)Deferred tax assets:Accrued expenses

$
83,896


$
81,554Postretirement health care and deferred compensation


98,922



78,732Tax credit carryforwards


56,987



51,306Loss carryforwards


65,180



286Other


35,435



15,095Total deferred tax assets


340,420



226,973Deferred tax liabilities:Pension


34,103



22,774Investments


63,780



17,722Major maintenance


9,041



15,148Property, plant and equipment


308,179



297,276Other


32,681



10,725Total deferred tax liabilities


447,784



363,645Deferred tax assets valuation reserve


(32,119
)


(19,808
)Net deferred tax liabilities

$
139,483


$
156,480        F-21




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Statutory federal income tax rate


35.0
%


35.0
%


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


3.9



3.9



3.9Patronage earnings


(29.2
)


(29.2
)


(27.1
)Export activities at rates other than the U.S. statutory rate


0.4



(0.1
)


(1.6
)Valuation allowance


2.8



1.2



1.1Tax credits


(0.8
)


(2.3
)


(3.6
)Other


2.0



(0.3
)


(2.6
)Effective tax rate


14.1
%


8.2
%


5.1
%       2009


2008(Dollars in thousands)Beginning balances

$
5,840


$
7,259Increases for current year tax positions


1,381Increases for tax positions of prior years


65,697Reductions for tax positions of prior years






(1,419
)Reductions attributable to statute expiration


(399
)Balances at August 31

$
72,519


$
5,840       Note 9
    Equities   F-22




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Note 10
    Benefit
    Plans   F-23




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2009


2008


2009


2008


2009


2008(Dollars in thousands)Change in benefit obligation:Benefit obligation at beginning of period

$
354,134


$
346,319


$
38,190


$
35,644


$
34,378


$
28,001Service cost


18,252



15,387



1,385



1,246



1,153



1,175Interest cost


25,296



21,266



2,781



2,190



2,971



1,814Actuarial loss (gain)


6,872



3,493



(2,940
)


492



(2,024
)


713Assumption change


38,815



(9,196
)


3,274



(756
)


3,317



(61
)Special agreements














467



283



4,000Medicare D


















356



314Benefits paid


(27,900
)


(23,135
)


(2,166
)


(1,093
)


(2,232
)


(1,578
)Benefit obligation at end of period

$
415,469


$
354,134


$
40,524


$
38,190


$
38,202


$
34,378Change in plan assets:Fair value of plan assets at beginning of period

$
366,550


$
382,431Actual loss on plan assets


(38,169
)


(18,045
)Company contributions


109,700



25,299


$
2,166


$
1,093


$
2,232


$
1,578Benefits paid


(27,900
)


(23,135
)


(2,166
)


(1,093
)


(2,232
)


(1,578
)Fair value of plan assets at end of period

$
410,181


$
366,550


$



$



$



$
Funded status at end of period

$
(5,288
)

$
12,416


$
(40,524
)

$
(38,190
)

$
(38,202
)

$
(34,378
)Amounts recognized on balance sheet:Non-current assets

$
5,404


$
13,234Accrued benefit cost:Current liabilities









$
(2,936
)

$
(1,397
)

$
(2,168
)

$
(2,412
)Non-current liabilities


(10,692
)


(818
)


(37,588
)


(35,443
)


(36,034
)


(31,777
)Ending balance

$
(5,288
)

$
12,416


$
(40,524
)

$
(36,840
)

$
(38,202
)

$
(34,189
)Amounts recognized in accumulated other comprehensive income
    (pre-tax):Net transition obligation

















$
3,522


$
4,581Prior service cost (credit)

$
14,985


$
17,444


$
1,055


$
1,697



(498
)


(724
)Net loss (gain)


227,803



114,457



8,912



9,328



827



(786
)Minority interest


(21,115
)


(10,776
)


(195
)


(70
)


(1,402
)


(1,079
)Ending balance

$
221,673


$
121,125


$
9,772


$
10,955


$
2,449


$
1,992  F-24




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2009


2008


2007


2009


2008


2007


2009


2008


2007(Dollars in thousands)Components of net periodic benefit costs:Service cost

$
16,318


$
15,387


$
14,360


$
1,200


$
1,246


$
1,023


$
1,101


$
1,175


$
957Interest cost


22,837



21,266



19,259



2,399



2,190



1,480



2,771



1,814



1,668Expected return on assets


(31,258
)


(31,274
)


(29,171
)Special agreements


















467







283



4,000Prior service cost (credit) amortization


2,115



2,164



867



546



579



494



347



(320
)


(319
)Actuarial loss (gain) amortization


5,046



4,887



5,766



667



841



77



(215
)


(165
)


(231
)Transition amount amortization


























936



935



936Net periodic benefit cost

$
15,058


$
12,430


$
11,081


$
4,812


$
5,323


$
3,074


$
5,223


$
7,439


$
3,011Adjustment to retained earnings for measurement date change

$
1,593










$
763










$
294Average assumptions:Discount rate


6.05%



6.25%



6.25%



6.05%



6.25%



6.25%



6.05%



6.25%



6.25%Expected return on plan assets


8.25%



8.75%



8.75%



N/A



N/A



N/A



N/A



N/A



N/ARate of compensation increase


4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%



4.50%     Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits(Dollars in thousands)Amortization of transition obligation









$
936Amortization of prior service cost (benefit)

$
2,293


$
419



(187
)Amortization of net actuarial loss (gain)


10,123



630



(39
)Minority interest


(1,368
)


(10
)


(102
)  F-25




---



##### 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

$
335


$
(280
)Effect on postretirement benefit obligation


2,700



(2,330
)           Qualified

Non-Qualified

Other BenefitsPension Benefits

Pension Benefits

Gross

Medicare D(Dollars in thousands)2010

$
26,679


$
2,936


$
2,168


$
1002011


27,538



7,085



2,394



1002012


30,123



4,668



2,608



1002013


32,566



4,236



2,642



1002014


34,124



2,913



2,830



1002015-2019


209,070



17,452



14,453



500     
    optimization of the long-term returns on plan assets at an
    acceptable level of risk, and
    maintenance of a broad diversification across asset classes and
    among investment managers, and focus on long-term return
    objectives.     F-26




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009


2008Cash


14.4
%


6.3
%Debt


24.5



29.6Equities


57.0



57.8Real estate


0.1



4.7Other


4.0



1.6Total


100.0
%


100.0
%   Note 11
    Segment
    Reporting             F-27




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Corporate


ReconcilingEnergy


Ag Business


Processing


and Other


Amounts


Total(Dollars in thousands)For the year ended August 31, 2009:Revenues

$
7,639,838


$
17,196,448


$
1,142,636


$
45,298


$
(294,304
)

$
25,729,916Cost of goods sold


7,110,324



16,937,877



1,099,177



(3,173
)


(294,304
)


24,849,901Gross profit


529,514



258,571



43,459



48,471







880,015Marketing, general and administrative


125,104



158,395



25,724



46,076







355,299Operating earnings


404,410



100,176



17,735



2,395







524,716(Gain) loss on investments


(15,748
)


(2,285
)


74,338











56,305Interest, net


5,483



46,995



21,841



(3,832
)






70,487Equity income from investments


(4,044
)


(18,222
)


(82,525
)


(963
)






(105,754
)Minority interests


59,166



614















59,780Income before income taxes

$
359,553


$
73,074


$
4,081


$
7,190


$



$
443,898Intersegment revenues

$
(251,626
)

$
(39,919
)

$
(2,759
)





$
294,304


$
Goodwill

$
1,983


$
8,465






$
6,898






$
17,346Capital expenditures

$
233,112


$
72,155


$
7,444


$
2,794






$
315,505Depreciation and amortization

$
118,260


$
53,421


$
16,805


$
7,864






$
196,350Total identifiable assets at August 31, 2009

$
3,025,522


$
2,987,394


$
685,865


$
1,171,064






$
7,869,845For the year ended August 31, 2008:Revenues

$
11,499,814


$
19,696,907


$
1,299,209


$
31,363


$
(359,832
)

$
32,167,461Cost of goods sold


11,027,459



19,088,079



1,240,944



(2,751
)


(359,832
)


30,993,899Gross profit


472,355



608,828



58,265



34,114







1,173,562Marketing, general and administrative


111,121



160,364



26,089



32,391







329,965Operating earnings


361,234



448,464



32,176



1,723







843,597(Gain) loss on investments


(35
)


(100,830
)


72,602



(930
)






(29,193
)Interest, net


(5,227
)


63,665



21,995



(3,973
)






76,460Equity income from investments


(5,054
)


(83,053
)


(56,615
)


(5,691
)






(150,413
)Minority interests


71,805



355















72,160Income (loss) before income taxes

$
299,745


$
568,327


$
(5,806
)

$
12,317


$



$
874,583Intersegment revenues

$
(322,522
)

$
(36,972
)

$
(338
)





$
359,832


$
Goodwill

$
3,654


$
150














$
3,804Capital expenditures

$
251,401


$
56,704


$
5,994


$
4,460






$
318,559Depreciation and amortization

$
107,949


$
50,933


$
15,902


$
6,479






$
181,263Total identifiable assets at August 31, 2008

$
3,216,852


$
4,172,950


$
748,989


$
633,187






$
8,771,978 F-28




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate


ReconcilingEnergy


Ag Business


Processing


and Other


Amounts


Total(Dollars in thousands)For the year ended August 31, 2007:Revenues

$
8,105,067


$
8,575,389


$
754,743


$
28,465


$
(247,672
)

$
17,215,992Cost of goods sold


7,264,180



8,388,476



726,510



(2,261
)


(247,672
)


16,129,233Gross profit


840,887



186,913



28,233



30,726







1,086,759Marketing, general and administrative


94,939



97,299



23,545



29,574







245,357Operating earnings


745,948



89,614



4,688



1,152







841,402Gain on investments






(5,348
)


(15,268
)










(20,616
)Interest, net


(6,106
)


28,550



14,783



(6,129
)






31,098Equity income from investments


(4,468
)


(51,830
)


(48,446
)


(4,941
)






(109,685
)Minority interests


143,230



(16
)














143,214Income before income taxes

$
613,292


$
118,258


$
53,619


$
12,222


$



$
797,391Intersegment revenues

$
(228,930
)

$
(18,372
)

$
(370
)





$
247,672


$
Capital expenditures

$
313,246


$
44,020


$
12,092


$
3,942






$
373,300Depreciation and amortization

$
86,558


$
33,567


$
15,116


$
5,355






$
140,596     2009


2008


2007(Dollars in millions)Africa

$
305


$
505


$
229Asia


3,664



3,000



1,130Europe


371



488



178North America, excluding U.S.


1,253



1,399



900South America


491



922



608$
6,084


$
6,314


$
3,045   Note 12
    Fair
    Value Measurements  No. 157-2,
     F-29




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1: available-for-sale
  Level 2:
  Level 3:
    Quoted 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





$
706,104






$
706,104Commodity and freight derivatives

$
68,116



103,224







171,340Short-term investments









$
1,932



1,932Other assets


53,326











53,326Total Assets

$
121,442


$
809,328


$
1,932


$
932,702Liabilities:Commodity and freight derivatives

$
27,145


$
274,060






$
301,205Interest rate swap derivatives






4,911







4,911Total Liabilities

$
27,145


$
278,971






$
306,116   Readily marketable inventories
 F-30




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Commodity and freight derivatives and/or
  Short-term investments
  Other assets available-for-sale
  Interest rate swap derivatives
    (Dollars in thousands)Balance, September 1, 2008

$
6,900Realized/unrealized losses included in marketing, general and
    administrative expense


(643
)Settlements


(4,325
)Balance, August 31, 2009

$
1,932     Note 13
    Commitments
    and Contingencies  Environmental
   F-31




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other
    Litigation and Claims
    Grain
    Storage
    Guarantees
   F-32




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Guarantee/


Exposure onMaximum


August 31,


Nature of



Triggering

Recourse

Assets HeldEntities

Exposure


2009


Guarantee

Expiration Date

Event

Provisions

as Collateral(Dollars in thousands)Mountain Country, LLC

$
150


$
7


Obligations by Mountain Country, LLC under credit agreement

None stated, but may be terminated upon 90 days prior
    notice in regard to future obligations

Credit agreement default

Subrogation against Mountain Country, LLC

Some or all assets of borrower are held as collateral and should
    be sufficient to cover guarantee exposureMorgan County
    Investors, LLC

$
370



370


Obligations by Morgan County Investors, LLC under credit
    agreement

When obligations are paid in full, scheduled for year 2018

Credit agreement default

Subrogation against Morgan County Investors, LLC

Some or all assets of borrower are held as collateral and should
    be sufficient to cover guarantee exposureHorizon Milling, LLC

$
5,000






Indemnification and reimbursement of 24% of damages related to
    Horizon Milling, LLCs performance under a flour sales
    agreement

None stated, but may be terminated by any party upon
    90 days prior notice in regard to future obligations

Nonperformance under flour sales agreement

Subrogation against Horizon Milling, LLC

NoneTEMCO, LLC

$
35,000






Obligations by TEMCO, LLC under credit agreement

None stated

Credit agreement default

Subrogation against TEMCO, LLC

NoneTEMCO, LLC

$
1,000






Obligations by TEMCO, LLC under counterparty agreement

None stated, but may be terminated upon 5 days prior notice
    in regard to future obligations

Nonpayment

Subrogation against TEMCO, LLC

NoneThird parties



*


1,000


Surety for, or indemnificaton of surety for sales contracts
    between affiliates and sellers of grain under deferred payment
    contracts

Annual renewal on December 1 in regard to surety for one third
    party, otherwise none stated and may be terminated by the
    Company at any time in regard to future obligations

Nonpayment

Subrogation against affiliates

Some or all assets of borrower are held as collateral but might
    not be sufficient to cover guarantee exposureThird parties

$
815



815


Obligations by individual producers under credit agreements for
    which CHS guarantees a certain percentage. Obligations are for
    livestock production facilities where CHS supplies the nutrition
    products

Various

Credit agreement default by individual producers

Subrogation against borrower

NoneThird parties

$
16,500



9,830


Loans made by Cofina Financial to our customers that are
    participated with other lenders

None stated

Credit agreement default

Subrogation against borrower

Some or all assets of borrower are held as collateral but might
    not be sufficient to cover guarantee exposureAgriliance LLC

$
101



101


Indemnity of RLI Insurance Company as surety for bonds issued by
    the surety in favor of Agriliance LLC as principal

None stated

Agriliance default under the bond

Subrogation against Agriliance LLC

NoneAgriliance LLC

$
4,674



4,674


Outstanding letter of credit from CoBank to Agriliance LLC

None stated

Default under letter of credit reimbursement agreement

Subrogation against borrower

NoneAgriliance LLC

$
500



500


Vehicle operating lease obligations of Agriliance LLC

None stated, but may be terminated upon 90 days prior
    notice in regard to future obligations

Lease agreement default

Subrogation against Agriliance LLC

None$
17,297     *
    
    The maximum exposure on any given date is equal to the actual
    guarantees extended as of that date, not to exceed
    $1.0 million. F-33




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Lease
    Commitments
        Equipment andRail Cars


Vehicles


Other


Total(Dollars in thousands)2010

$
12,175


$
22,676


$
8,448


$
43,2992011


10,354



14,425



7,735



32,5142012


7,830



10,585



6,547



24,9622013


5,473



6,520



4,632



16,6252014


3,412



2,966



2,714



9,092Thereafter


9,612



867



10,225



20,704Total minimum future lease payments

$
48,856


$
58,039


$
40,301


$
147,196   Note 14
    Supplemental
    Cash Flow and Other Information    2009


2008


2007(Dollars in thousands)Net cash paid (received) during the period for:Interest

$
81,146


$
79,590


$
52,323Income taxes


75,530



11,226



(20,274
)Other significant noncash investing and financing transactions:Capital equity certificates exchanged for Preferred Stock


49,944



46,364



35,899Capital equity certificates issued in exchange for Ag Business
    acquisitions


19,594



4,680



10,132Accrual of dividends and equities payable


(203,056
)


(325,039
)


(374,294
)  F-34




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15
    Related
    Party Transactions    2009


2008(Dollars in thousands)Sales

$
2,528,330


$
3,451,365Purchases


1,215,786



1,248,436Receivables


14,987



105,038Payables


30,741



90,742     Note 16
    Comprehensive
    Income    2009


2008


2007(Dollars in thousands)Net income

$
381,407


$
803,045


$
756,723Pension and other postretirement, net of tax benefit $49,034,
    $11,272 and $759 in 2009, 2008 and 2007, respectively


(75,664
)


(17,264
)


(1,193
)Unrealized net (loss) gain on available for sale investments,
    net of tax (benefit) expense of $(6,687), $(40,979) and $41,722
    in 2009, 2008 and 2007, respectively


(10,503
)


(64,366
)


65,533Amortization of treasury locks, net of tax expense (benefit) of
    $258, $297 and $(65) in 2009, 2008 and 2007, respectively


405



465



(102
)Energy derivative instruments qualified for hedge accounting,
    net of tax benefit of $1,787 in 2007










(2,806
)Foreign currency translation adjustment, net of tax (benefit)
    expense of $(1,570), $56 and $588 in 2009, 2008 and 2007,
    respectively


(2,466
)


87



921Other comprehensive (loss) income


(88,228
)


(81,078
)


62,353Total comprehensive income

$
293,179


$
721,967


$
819,076  F-35




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008(Dollars in thousands)Pension and other postretirement, net of tax benefit of $101,187
    and $52,153 in 2009 and 2008, respectively

$
(157,204
)

$
(81,540
)Unrealized net gain on available for sale investments, net of
    tax expense of $681 and $7,368 in 2009 and 2008, respectively


1,070



11,573Treasury locks, net of tax benefit of $843 and $1,101 in 2009
    and 2008, respectively


(1,324
)


(1,729
)Foreign currency translation adjustment, net of tax expense of
    $757 and $2,327 in 2009 and 2008, respectively


1,188



3,654Accumulated other comprehensive loss

$
(156,270
)

$
(68,042
)  F-36