##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended
    May 31, 2007.o

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
    incorporation or organization)

(I.R.S. Employer
    Identification Number)5500 Cenex Drive
    Inver Grove Heights, MN 55077(Address of principal
    executive offices,
    including zip code)

(651) 355-6000(Registrants
    telephone number,
    including area code)   þ o
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ
   Number of Shares Outstanding atClass

May 31, 2007NONE

NONE




---



##### 



INDEX
  Page No.PART I.
    FINANCIAL INFORMATIONItem 1.

Financial
    Statements (unaudited)


3Consolidated
    Balance Sheets as of May 31, 2007, August 31, 2006 and
    May 31, 2006


3Consolidated
    Statements of Operations for the three months and nine months
    ended May 31, 2007 and 2006


4Consolidated
    Statements of Cash Flows for the nine months ended May 31,
    2007 and 2006


5Notes to
    Consolidated Financial Statements


6Item 2.

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


19Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


41Item 4.

Controls and
    Procedures


41PART II.
    OTHER INFORMATIONItem 6.

Exhibits


42SIGNATURE
    PAGE


43Section 302 CertificationSection 302 CertificationSection 1350 CertificationSection 1350 Certification   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  SAFE
    HARBOR STATEMENT UNDER THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
  Form 10-Q Form 10-Q
 2




---



##### Table of Contents



Item 1.
    Financial
    Statements  CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Unaudited)
  May 31,


August 31,


May 31,2007


2006


2006(dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
245,911


$
112,525


$
136,927Receivables


1,440,022



1,076,602



1,083,000Inventories


1,197,178



1,130,824



1,024,093Other current assets


560,656



298,666



413,067Total current assets


3,443,767



2,618,617



2,657,087Investments


811,037



624,253



599,856Property, plant and equipment


1,625,669



1,476,239



1,433,414Other assets


245,042



223,474



230,637Total assets

$
6,125,515


$
4,942,583


$
4,920,994LIABILITIES AND
    EQUITIESCurrent liabilities:Notes payable

$
528,628


$
22,007


$
140,048Current portion of long-term debt


60,471



60,748



40,419Customer credit balances


94,920



66,468



74,302Customer advance payments


88,899



82,362



104,175Checks and drafts outstanding


90,032



57,083



53,954Accounts payable


1,029,336



904,143



877,885Accrued expenses


434,298



347,078



382,686Dividends and equities payable


199,677



249,774



184,640Total current liabilities


2,526,261



1,789,663



1,858,109Long-term debt


630,449



683,997



703,421Other liabilities


400,927



310,157



269,837Minority interests in subsidiaries


204,093



141,375



162,361Commitments and contingenciesEquities


2,363,785



2,017,391



1,927,266Total liabilities and equities

$
6,125,515


$
4,942,583


$
4,920,994    3




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
  For the Three Months Ended


For the Nine Months EndedMay 31,


May 31,2007


2006


2007


2006(dollars in thousands)Revenues

$
4,732,465


$
3,742,482


$
12,218,115


$
10,352,612Cost of goods sold


4,404,540



3,524,493



11,522,206



9,765,727Gross profit


327,925



217,989



695,909



586,885Marketing, general and
    administrative


64,871



62,659



175,564



168,815Operating earnings


263,054



155,330



520,345



418,070Loss (gain) on investments


251







(16,497
)Interest, net


9,272



11,540



25,963



28,286Equity income from investments


(67,490
)


(43,930
)


(84,336
)


(58,292
)Minority interests


61,287



28,717



94,669



70,084Income from continuing operations
    before income taxes


259,734



159,003



500,546



377,992Income taxes


21,961



22,440



44,182



47,156Income from continuing operations


237,773



136,563



456,364



330,836Income on discontinued operations,
    net of taxes






(30
)






(139
)Net income

$
237,773


$
136,593


$
456,364


$
330,975    4




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  For the Nine Months EndedMay 31,2007


2006(as restated)(dollars in thousands)Cash flows from operating
    activities:Net income

$
456,364


$
330,975Depreciation and amortization


103,374



92,271Income from equity investments


(84,336
)


(58,292
)Distributions from equity
    investments


60,099



51,167Minority interests


94,669



70,084Noncash patronage dividends
    received


(1,346
)


(1,139
)Gain on sale of property, plant
    and equipment


(4,080
)


(1,983
)Gain on investments


(16,497
)Deferred taxes


13,697



44,549Other, net


328



242Changes in operating assets and
    liabilities:Receivables


(314,184
)


61,841Inventories


(58,834
)


(100,560
)Other current assets and other
    assets


(267,619
)


(37,403
)Customer credit balances


28,132



(18,082
)Customer advance payments


6,513



(23,274
)Accounts payable and accrued
    expenses


197,077



(131,940
)Other liabilities


49,283



(263
)Net cash provided by operating
    activities


262,640



278,193Cash flows from investing
    activities:Acquisition of property, plant and
    equipment


(249,648
)


(161,027
)Proceeds from disposition of
    property, plant and equipment


9,263



8,993Investments


(84,208
)


(72,990
)Investments redeemed


4,438



6,328Proceeds from sale of investment


10,918Changes in notes receivable


(54,215
)


(5,723
)Acquisition of intangibles


(8,144
)


(2,867
)Other investing activities, net


(2,143
)


1,124Net cash used in investing
    activities


(373,739
)


(226,162
)Cash flows from financing
    activities:Changes in notes payable


506,583



64,623Principal payments on long-term
    debt


(54,150
)


(30,375
)Payments for bank fees on debt






(1,971
)Changes in checks and drafts
    outstanding


32,313



(13,643
)Distribution to minority owners


(32,725
)


(51,599
)Costs incurred  capital
    equity certificates redeemed


(145
)


(88
)Preferred stock dividends paid


(9,484
)


(7,884
)Retirements of equities


(64,856
)


(52,670
)Cash patronage dividends paid


(133,051
)


(62,515
)Net cash provided by (used in)
    financing activities


244,485



(156,122
)Net increase (decrease) in cash
    and cash equivalents


133,386



(104,091
)Cash and cash equivalents at
    beginning of period


112,525



241,018Cash and cash equivalents at end
    of period

$
245,911


$
136,927    5




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
 (dollars in thousands)
  Note 1.
    Accounting
    Policies      Form 10-K,
  Goodwill
    and Other Intangible Assets
      Recent
    Accounting Pronouncements
     6




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      accrue-in-advance accrue-in-advance
      Reclassifications
   7




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Note 2.
    Receivables  May 31,


August 31,


May 31,2007


2006


2006Trade

$
1,394,391


$
1,056,514


$
1,054,063Other


105,471



73,986



83,2581,499,862



1,130,500



1,137,321Less allowances for doubtful
    accounts


59,840



53,898



54,321$
1,440,022


$
1,076,602


$
1,083,000   Note 3.
    Inventories  May 31,


August 31,


May 31,2007


2006


2006Grain and oilseed

$
546,938


$
511,413


$
402,313Energy


422,274



447,664



421,939Feed and farm supplies


180,267



137,978



171,598Processed grain and oilseed


45,023



32,198



26,723Other


2,676



1,571



1,520$
1,197,178


$
1,130,824


$
1,024,093   Note 4.
    Derivative
    Assets and Liabilities    Note 5.
    Investments   8




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
              Ventura
    Foods, LLC
  For the Three Months Ended


For the Nine Months EndedMay 31,


May 31,2007


2006


2007


2006Net sales

$
414,057


$
366,271


$
1,193,784


$
1,097,036Gross profit


56,285



46,491



164,784



149,683Net income


11,041



15,173



55,256



47,420   9




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  May 31,


August 31,


May 31,2007


2006


2006Current assets

$
280,919


$
237,117


$
208,987Non-current assets


455,124



441,435



441,199Current liabilities


191,415



141,080



122,007Non-current liabilities


309,436



308,377



308,346   Agriliance
    LLC
  For the Three Months Ended


For the Nine Months EndedMay 31,


May 31,2007


2006


2007


2006Net sales

$
1,832,590


$
1,590,546


$
3,000,107


$
2,780,543Gross profit


208,656



147,601



300,200



257,803Net income


108,036



59,614



49,255



27,012   May 31,


August 31,


May 31,2007


2006


2006Current assets

$
1,754,732


$
1,261,874


$
1,820,206Non-current assets


162,822



166,365



159,723Current liabilities


1,468,437



999,038



1,582,721Non-current liabilities


141,932



132,071



125,693   Note 6.
    Discontinued
    Operations    For the Three


For the NineMonths Ended


Months EndedMay 31,


May 31,2006


2006Marketing, general and
    administrative *

$
(50
)

$
(373
)Interest, net






145Income tax expense


20



89Income from discontinued
    operations, net of taxes

$
(30
)

$
(139
)     *
    
    Includes a gain of $0.8 million on the sale of a facility
    for the nine months ended May 31, 2006.  Note 7.
    Notes
    Payable and Long-term Debt   10




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Note 8.
    Interest,
    net    For the Three Months Ended


For the Nine Months EndedMay 31,


May 31,2007


2006


2007


2006Interest expense

$
13,567


$
12,397


$
37,694


$
37,560Interest income


4,295



857



11,731



9,274Interest, net

$
9,272


$
11,540


$
25,963


$
28,286   Note 9.
    Equities    Fiscal 2007


Fiscal 2006Balances, September 1, 2006
    and 2005

$
2,017,391


$
1,757,897Net income


456,364



330,975Other comprehensive income


44,706



10,844Patronage distribution


(379,838
)


(207,842
)Patronage accrued


374,000



203,000Equities retired


(64,856
)


(52,670
)Equity retirements accrued


100,755



51,676Equities issued in exchange for
    elevator properties


4,652



6,342Preferred stock dividends


(9,484
)


(7,884
)Preferred stock dividends accrued


1,955



1,650Accrued dividends and equities
    payable


(183,513
)


(167,455
)Other, net


1,653



733Balances, May 31, 2007 and
    2006

$
2,363,785


$
1,927,266    11




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Note 10.
    Comprehensive
    Income    Note 11.
    Employee
    Benefit Plans    Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2007


2006


2007


2006


2007


2006Components of net periodic
    benefit cost for the three months ended May 31:Service cost

$
3,590


$
3,724


$
255


$
560


$
239


$
242Interest cost


4,816



4,259



361



352



417



392Return on plan assets


(7,296
)


(7,091
)Prior service cost amortization


217



213



115



129



(127
)


(75
)Actuarial loss (gain) amortization


1,442



1,878



27



68



(9
)


25Transition amount amortization


















233



234Net periodic benefit cost

$
2,769


$
2,983


$
758


$
1,109


$
753


$
818Components of net periodic
    benefit cost for the nine months ended May 31:Service cost

$
10,770


$
11,170


$
767


$
1,646


$
718


$
768Interest cost


14,450



12,777



1,083



1,026



1,252



1,176Return on plan assets


(21,887
)


(21,272
)Prior service cost amortization


650



641



346



387



(383
)


(229
)Actuarial loss (gain) amortization


4,325



5,635



82



158



(29
)


13Transition amount amortization


















701



702Net periodic benefit cost

$
8,308


$
8,951


$
2,278


$
3,217


$
2,259


$
2,430   Employer
    Contributions:
    Note 12.
    Segment
    Reporting   12




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
               13




---



##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
        Ag





Corporate


ReconcilingEnergy


Business


Processing


and Other


Amounts


TotalFor the Three Months Ended
    May 31, 2007Revenues

$
2,186,568


$
2,411,945


$
193,553


$
6,121


$
(65,722
)

$
4,732,465Cost of goods sold


1,929,258



2,354,272



187,502



(770
)


(65,722
)


4,404,540Gross profit


257,310



57,673



6,051



6,891







327,925Marketing, general and
    administrative


23,938



27,381



5,928



7,624







64,871Operating earnings (losses)


233,372



30,292



123



(733
)






263,054Loss on investments










251











251Interest, net


(1,925
)


8,956



4,151



(1,910
)






9,272Equity income from investments


(952
)


(55,826
)


(9,431
)


(1,281
)






(67,490
)Minority interests


61,268



19















61,287Income from continuing operations
    before income taxes

$
174,981


$
77,143


$
5,152


$
2,458


$



$
259,734Intersegment revenues

$
(54,936
)

$
(10,677
)

$
(109
)





$
65,722


$
For the Three Months Ended
    May 31, 2006Revenues

$
1,845,248


$
1,795,383


$
156,976


$
10,183


$
(65,308
)

$
3,742,482Cost of goods sold


1,694,937



1,742,549



153,701



(1,386
)


(65,308
)


3,524,493Gross profit


150,311



52,834



3,275



11,569







217,989Marketing, general and
    administrative


21,111



27,685



5,553



8,310







62,659Operating earnings (losses)


129,200



25,149



(2,278
)


3,259







155,330Interest, net


2,190



7,314



2,916



(880
)






11,540Equity income from investments


(1,010
)


(31,898
)


(9,738
)


(1,284
)






(43,930
)Minority interests


28,691



26















28,717Income from continuing operations
    before income taxes

$
99,329


$
49,707


$
4,544


$
5,423


$



$
159,003Intersegment revenues

$
(63,581
)

$
(1,650
)

$
(77
)





$
65,308


$
 14




---



##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Ag





Corporate


ReconcilingEnergy


Business


Processing


and Other


Amounts


TotalFor the Nine Months Ended
    May 31, 2007Revenues

$
5,753,660


$
6,100,397


$
526,513


$
21,869


$
(184,324
)

$
12,218,115Cost of goods sold


5,263,754



5,942,916



501,541



(1,681
)


(184,324
)


11,522,206Gross profit


489,906



157,481



24,972



23,550







695,909Marketing, general and
    administrative


67,149



70,369



17,928



20,118







175,564Operating earnings


422,757



87,112



7,044



3,432







520,345Gain on investments






(5,348
)


(11,149
)










(16,497
)Interest, net


(2,164
)


21,538



10,917



(4,328
)






25,963Equity income from investments


(3,089
)


(37,027
)


(40,626
)


(3,594
)






(84,336
)Minority interests


94,677



(8
)














94,669Income from continuing operations
    before income taxes

$
333,333


$
107,957


$
47,902


$
11,354


$



$
500,546Intersegment revenues

$
(171,188
)

$
(12,853
)

$
(283
)

$



$
184,324


$
Goodwill

$
3,654


$
150














$
3,804Capital expenditures

$
212,450


$
24,754


$
10,657


$
1,787






$
249,648Depreciation and amortization

$
63,719


$
24,847


$
10,862


$
3,946






$
103,374Total identifiable assets at
    May 31, 2007

$
2,627,453


$
2,320,757


$
634,745


$
542,560






$
6,125,515For the Nine Months Ended
    May 31, 2006Revenues

$
5,305,640


$
4,736,615


$
458,946


$
25,283


$
(173,872
)

$
10,352,612Cost of goods sold


4,895,142



4,606,393



440,488



(2,424
)


(173,872
)


9,765,727Gross profit


410,498



130,222



18,458



27,707







586,885Marketing, general and
    administrative


58,008



73,050



16,199



21,558







168,815Operating earnings


352,490



57,172



2,259



6,149







418,070Interest, net


5,358



14,545



8,028



355







28,286Equity income from investments


(2,946
)


(24,648
)


(27,558
)


(3,140
)






(58,292
)Minority interests


69,976



108















70,084Income from continuing operations
    before income taxes

$
280,102


$
67,167


$
21,789


$
8,934


$



$
377,992Intersegment revenues

$
(167,238
)

$
(6,383
)

$
(251
)





$
173,872


$
Goodwill

$
3,654


$
250














$
3,904Capital expenditures

$
123,447


$
30,140


$
5,853


$
1,587






$
161,027Depreciation and amortization

$
54,223


$
23,233


$
10,496


$
4,319






$
92,271Total identifiable assets at
    May 31, 2006

$
2,136,804


$
1,819,540


$
503,551


$
461,099






$
4,920,994  15




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Note 13.
    Commitments
    and Contingencies  Environmental
    Guarantees
        Guarantee /


Exposure onMaximum


May 31,






Triggering

Recourse

Assets HeldEntities

Exposure


2007


Nature of Guarantee

Expiration Date

Event

Provisions

as CollateralThe Companys financial
    services cooperative loans sold to CoBank



*

$
87


10% of the obligations of borrowers
    (agri- cultural cooperatives) under credit agreements for loans
    sold

None stated, but may be terminated
    by either party upon 60 days prior notice in regard to
    future obligations

Credit agreement default

Subrogation against borrower

Some or all assets of borrower are
    held as collateral and  should be sufficient to cover guarantee
    exposureProvista Renewable Fuels Marketing,
    LLC

$
20,000



8,000


Obligations by Provista under
    credit agreement

None stated

Credit agreement default

Subrogation against Provista

NoneHorizon 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 sale
    agreement

Subrogation against Horizon
    Milling, LLC

NoneTEMCO, LLC

$
25,000



4,700


Obligations by TEMCO, LLC under
    credit agreement

None stated

Credit agreement default

Subrogation against TEMCO, LLC

NoneTEMCO, LLC

$
1,000



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

None 16




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Guarantee /


Exposure onMaximum


May 31,






Triggering

Recourse

Assets HeldEntities

Exposure


2007


Nature of Guarantee

Expiration Date

Event

Provisions

as CollateralThird 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 exposureCofina Financial, LLC

$
24,881



14,374


Loans to our customers that are
    originated by Cofina and then sold to ProPartners, which is an
    affiliate of CoBank

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 exposureCofina Financial, LLC

$
12,100



7,914


Loans made by Cofina to our
    customers

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 exposure$
37,075     *
    
    The maximum exposure on any given date is equal to the actual
    guarantees extended as of that date.  Note 14.
    Restatement  Form 10-K
   17




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    For the Nine Months EndedMay 31,as


asreported


restatedCash flows from operating
    activities:Distributions from equity
    investments





$
51,167Net cash provided by operating
    activities

$
227,026



278,193Cash flows from investing
    activities:Equity investments redeemed


53,340Investments redeemed


4,155



6,328Net cash used in investing
    activities


(174,995
)


(226,162
)Net cash used in financing
    activities


(156,122
)


(156,122
)Net decrease in cash and cash
    equivalents


(104,091
)


(104,091
)Cash and cash equivalents at
    beginning of period


241,018



241,018Cash and cash equivalents at end
    of period


136,927



136,927  18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Cautionary
    Statement Regarding Forward-Looking Statements
  The information in this Quarterly Report on
    Form 10-Q
    for the quarter ended May 31, 2007, includes
    forward-looking statements within the meaning of the
    Private Securities Litigation Reform Act of 1995 with respect to
    CHS. In addition, CHS and its representatives and agents may
    from time to time make other written or oral forward-looking
    statements, including statements contained in its filings with
    the Securities and Exchange Commission and its reports to its
    members and securityholders. Words and phrases such as
    will likely result, are expected to,
    is anticipated, estimate,
    project and similar expressions identify
    forward-looking statements. We wish to caution readers not to
    place undue reliance on any forward-looking statements, which
    speak only as of the date made.
  Our forward-looking statements are subject to risks and
    uncertainties that could cause actual results to differ
    materially from those discussed in the forward-looking
    statements. This Cautionary Statement is for the purpose of
    qualifying for the safe harbor provisions of the Act
    and is intended to be a readily available written document that
    contains factors which could cause results to differ materially
    from those projected in the forward-looking statements. The
    following matters, among others, may have a material adverse
    effect on our business, financial condition, liquidity, results
    of operations or prospects, financial or otherwise. Reference to
    this Cautionary Statement in the context of a forward-looking
    statement shall be deemed to be a statement that any one or more
    of the following factors may cause actual results to differ
    materially from those which might be projected, forecasted,
    estimated or budgeted by us in the forward-looking statement or
    statements.
  The following factors are in addition to any other cautionary
    statements, written or oral, which may be made or referred to in
    connection with any particular forward-looking statement. The
    following review should not be construed as exhaustive.
  We undertake no obligation to revise any forward-looking
    statements to reflect future events or circumstances.
  Our revenues and operating results could be adversely
    affected by changes in commodity prices
    
    levels of worldwide and domestic supplies;
    capacities of domestic and foreign refineries;
    the ability of the members of 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; 19




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##### Table of Contents




    the level of consumer demand;
    the price and availability of alternative fuels;
    the availability of pipeline capacity; and
    domestic and foreign governmental regulations and taxes.    Our operating results could be adversely affected if our
    members were to do business with others rather than with
    us.
  We participate in highly competitive business markets in
    which we may not be able to continue to compete
    successfully.
  Changes in federal income tax laws or in our tax status
    could increase our tax liability and reduce our net
    income.
  We incur significant costs in complying with applicable
    laws and regulations. any failure to make the capital
    investments necessary to comply with these laws and regulations
    could expose us to financial liability.
    Environmental liabilities could adversely affect our
    results and financial condition.
 20




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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.    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.
 21




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##### Table of Contents



If our customers chose 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.
  We operate some of our business through joint ventures in
    which our rights to control business decisions are
    limited.
  General
  Form 10-Q, Form 10-K, Form 10-Q.
     22




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®
             23




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Form 10-K
  Recent
    Events
    Results
    of Operations
  Comparison
    of the three months ended May 31, 2007 and
    2006
  General.
     24




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Net Income.
  Revenues.
     25




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Cost of Goods Sold.
   26




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Marketing, General and
    Administrative.
  Gain on Investments.
  Interest, net.
 27




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Equity Income from Investments.
       28




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Minority Interests.
  Income Taxes.
  Discontinued Operations.
  Comparison
    of the nine months ended May 31, 2007 and
    2006
  General.
     29




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Net Income.
  Revenues.
     30




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##### Table of Contents



Cost of Goods Sold.
   31




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Marketing, General and
    Administrative.
  Gain on Investments.
  Interest, net.
 32




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Equity Income from Investments.
       33




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Minority Interests.
  Income Taxes.
  Discontinued Operations.
  Liquidity
    and Capital Resources
      Cash
    Flows from Operations
   34




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35




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Cash
    Flows from Investing Activities
         36




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Cash
    Flows from Financing Activities
  364-day
   37




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Form 10-K
 38




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10-year
   39




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Off
    Balance Sheet Financing Arrangements
  Lease
    Commitments:
  Form 10-K
  Guarantees:
    Debt:
    Contractual
    Obligations
  Form 10-K
  Critical
    Accounting Policies
  Form 10-K
  Effect of
    Inflation and Foreign Currency Transactions
    Recent
    Accounting Pronouncements
     40




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##### Table of Contents



accrue-in-advance accrue-in-advance
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Rule 13a-15(e)
  Rule 13a-15(f)
 41




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PART II.
    OTHER INFORMATION  Item 1.
    Not
    applicable  Item 1A.
    Not
    applicable  Item 2.
    Not
    applicable  Item 3.
    Not
    applicable  Item 4.
    Not
    applicable  Item 5.
    Not
    applicable  Item 6.
    Exhibits  Exhibit

Description10
.1

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 Exhibit 10.1 to our Current Report on Form 8-K
    filed May 11, 2007)10
.2

Tenth Amendment to Credit
    Agreement (Term Loan), dated May 8, 2007, by and among CHS Inc.
    and CoBank, ACB (incorporated by reference to Exhibit 10.2 to
    our Current Report on Form 8-K filed May 11, 2007)31
.1

Certification Pursuant to Section
    302 of the Sarbanes-Oxley Act of 200231
.2

Certification Pursuant to Section
    302 of the Sarbanes-Oxley Act of 200232
.1

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
    of the Sarbanes-Oxley Act of 200232
.2

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002  42




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SIGNATURES    CHS Inc.
  /s/  John
    Schmitz   Executive Vice President and
 Chief Financial Officer
   43