##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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
    November 30, 2008.oro

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

41-0251095(I.R.S. Employer
    Identification Number)5500 Cenex 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
  non-accelerated Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    Number of shares outstanding atClass

January 12, 2009NONE

NONE




---



##### 



INDEX
   
 Page No.PART I. FINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited)


3Consolidated Balance Sheets as of
    November 30, 2008, August 31, 2008 and
    November 30, 2007


3Consolidated Statements of Operations for the
    three months ended November 30, 2008 and 2007


4Consolidated Statements of Cash Flows for the
    three months ended November 30, 2008 and 2007


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


34Item 4T.

Controls and Procedures


35PART II. OTHER INFORMATIONItem 1.

Legal Proceedings


36Item 1A.

Risk Factors


36Item 6.

Exhibits


36SIGNATURE PAGE


39EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-10.7EX-10.8EX-10.9EX-10.10EX-10.11EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-10.17EX-10.18EX-10.19EX-10.20EX-10.21EX-10.22EX-10.23EX-10.24EX-10.25EX-10.26EX-10.27EX-10.28EX-10.29EX-10.30EX-31.1EX-31.2EX-32.1EX-32.2   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




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##### Table of Contents



Item 1.
    Financial
    Statements  CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Unaudited)
  November 30,


August 31,


November 30,2008


2008


2007(dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
783,408


$
136,540


$
186,754Receivables


1,913,157



2,307,794



1,966,793Inventories


2,054,106



2,368,024



2,235,967Derivative assets


381,696



369,503



466,830Other current assets


762,238



667,338



697,893Total current assets


5,894,605



5,849,199



5,554,237Investments


721,499



784,516



806,610Property, plant and equipment


1,970,357



1,948,305



1,836,372Other assets


251,264



189,958



241,540Total assets

$
8,837,725


$
8,771,978


$
8,438,759LIABILITIES AND EQUITIESCurrent liabilities:Notes payable

$
356,877


$
106,154


$
443,413Current portion of long-term debt


105,905



118,636



96,123Customer credit balances


303,904



224,349



123,699Customer advance payments


562,089



644,822



697,357Checks and drafts outstanding


107,974



204,896



170,038Accounts payable


1,512,427



1,838,214



1,785,143Derivative liabilities


501,436



273,591



235,743Accrued expenses


291,908



374,898



248,579Dividends and equities payable


374,220



325,039



488,727Total current liabilities


4,116,740



4,110,599



4,288,822Long-term debt


1,062,472



1,076,219



975,391Other liabilities


414,637



423,742



381,438Minority interests in subsidiaries


225,962



205,732



190,936Commitments and contingenciesEquities


3,017,914



2,955,686



2,602,172Total liabilities and equities

$
8,837,725


$
8,771,978


$
8,438,759    3




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (Unaudited)
  For the Three Months EndedNovember 30,2008


2007(dollars in thousands)Revenues

$
7,733,919


$
6,525,386Cost of goods sold


7,413,412



6,210,749Gross profit


320,507



314,637Marketing, general and administrative


87,741



66,459Operating earnings


232,766



248,178Loss (gain) on investments


54,976



(94,948
)Interest, net


20,175



13,537Equity income from investments


(20,723
)


(31,190
)Minority interests


22,182



22,979Income before income taxes


156,156



337,800Income taxes


18,905



36,900Net income

$
137,251


$
300,900    4




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (Unaudited)
  For the Three Months EndedNovember 30,2008


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

$
137,251


$
300,900Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


47,671



40,517Amortization of deferred major repair costs


7,494



6,664Income from equity investments


(20,723
)


(31,190
)Distributions from equity investments


39,410



12,332Minority interests


22,182



22,979Noncash patronage dividends received


(393
)


(445
)Gain on sale of property, plant and equipment


(771
)


(899
)Loss (gain) on investments


54,976



(94,948
)Deferred taxes


672



36,900Other, net


(8,577
)


(244
)Changes in operating assets and liabilities:Receivables


675,390



(545,482
)Inventories


320,808



(394,715
)Derivative assets


(12,193
)


(219,748
)Other current assets and other assets


(83,912
)


(184,091
)Customer credit balances


79,555



12,881Customer advance payments


(82,733
)


329,580Accounts payable and accrued expenses


(410,680
)


658,319Derivative liabilities


227,845



58,535Other liabilities


4,013



6,662Net cash provided by operating activities


997,285



14,507Cash flows from investing activities:Acquisition of property, plant and equipment


(61,671
)


(108,698
)Proceeds from disposition of property, plant and equipment


941



2,653Expenditures for major repairs


(1
)


(21,662
)Investments


(89,889
)


(267,317
)Investments redeemed


2,163



66Proceeds from sale of investments


16,109



114,198Joint venture distribution transaction, net






(13,024
)Changes in notes receivable


96,296



(18,912
)Acquisition of intangibles


(1,320
)


(850
)Business acquisitions, net of cash received


(40,199
)


(3,871
)Other investing activities, net


506



432Net cash used in investing activities


(77,065
)


(316,985
)Cash flows from financing activities:Changes in notes payable


(137,346
)


(229,120
)Long-term debt borrowings






400,000Principal payments on long-term debt


(22,078
)


(18,675
)Payments for bank fees on debt






(1,794
)Changes in checks and drafts outstanding


(97,621
)


26,906Distributions to minority owners


(9,565
)


(38,409
)Preferred stock dividends paid


(4,524
)


(3,620
)Retirements of equities


(2,218
)


(3,768
)Net cash (used in) provided by financing activities


(273,352
)


131,520Net increase (decrease) in cash and cash equivalents


646,868



(170,958
)Cash and cash equivalents at beginning of period


136,540



357,712Cash and cash equivalents at end of period

$
783,408


$
186,754    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,
  Commodity
    Price Risk
       6




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Goodwill
    and Other Intangible Assets
      Recent
    Accounting Pronouncements
      .
 7




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    SFAS No. 140-4 SFAS No. 140-4
  Reclassifications
    Note 2.
    Receivables  November 30,


August 31,


November 30,2008


2008


2007Trade accounts receivable

$
1,502,549


$
2,181,132


$
1,912,160Cofina Financial notes receivable


405,067Other


87,802



200,313



118,6361,995,418



2,381,445



2,030,796Less allowances and reserves


82,261



73,651



64,003$
1,913,157


$
2,307,794


$
1,966,793     Note 3.
    Inventories  November 30,


August 31,


November 30,2008


2008


2007Grain and oilseed

$
798,312


$
918,514


$
1,301,441Energy


504,123



596,487



481,960Crop nutrients


346,699



399,986



192,775Feed and farm supplies


359,946



371,670



215,570Processed grain and oilseed


37,707



74,537



39,932Other


7,319



6,830



4,289$
2,054,106


$
2,368,024


$
2,235,967   lower-of-cost
 8




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Note 4.
    Investments    available-for-sale
      available-for-sale
 9




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  No. 02-16, (EITF 02-16).
    For the Three Months EndedNovember 30,2008


2007Net sales

$
96,378


$
210,590Gross profit


14,300



33,874Net loss


(11,742
)


(23,516
)   November 30,


August 31,


November 30,2008


2008


2007Current assets

$
429,042


$
456,385


$
732,209Non-current assets


41,987



40,946



66,850Current liabilities


100,425



119,780



392,483Non-current liabilities


12,146



12,421



35,698   Note 5.
    Notes
    Payable  November 30,


August 31,


November 30,2008


2008


2007Notes payable

$
6,459


$
106,154


$
443,413Cofina Financial notes payable


350,418$
356,877


$
106,154


$
443,413        10




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Note 6.
    Interest,
    net  For theThree Months EndedNovember 30,2008


2007Interest expense

$
21,466


$
18,371Interest income


1,291



4,834Interest, net

$
20,175


$
13,537   Note 7.
    Equities    Fiscal 2009


Fiscal 2008Balances, September 1, 2008 and 2007

$
2,955,686


$
2,475,455Net income


137,251



300,900Other comprehensive loss


(19,029
)


(52,460
)Equities retired


(2,218
)


(3,768
)Equity retirements accrued


2,218



3,768Preferred stock dividends


(4,524
)


(3,620
)Preferred stock dividends accrued


3,016



2,413Accrued dividends and equities payable


(54,416
)


(120,613
)Other, net


(70
)


97Balances, November 30, 2008 and 2007

$
3,017,914


$
2,602,172   Note 8.
    Comprehensive
    Income  available-for-sale
 11




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Note 9.
    Employee
    Benefit Plans    Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2008


2007


2008


2007


2008


2007Components of net periodic benefit costs for the three months
    ended November 30:Service cost

$
4,061


$
3,773


$
296


$
308


$
278


$
261Interest cost


5,690



5,213



594



545



560



425Expected return on plan assets


(7,588
)


(7,804
)Unrecognized net asset obligation amortization


















184



184Prior service cost amortization


529



541



136



145



(49
)


(80
)Actuarial loss (gain) amortization


1,245



1,100



162



206



(42
)


(65
)Transition amount amortization


















51



51Net periodic benefit cost

$
3,937


$
2,823


$
1,188


$
1,204


$
982


$
776   Employer
    Contributions:
    Note 10.
    Segment
    Reporting       12




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##### 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 November 30, 2008Revenues

$
2,550,552


$
4,953,722


$
310,890


$
15,125


$
(96,370
)

$
7,733,919Cost of goods sold


2,328,652



4,889,570



292,582



(1,022
)


(96,370
)


7,413,412Gross profit


221,900



64,152



18,308



16,147







320,507Marketing, general and administrative


27,832



39,563



6,749



13,597







87,741Operating earnings


194,068



24,589



11,559



2,550







232,766(Gain) loss on investments


(15,748
)






70,724











54,976Interest, net


4,195



13,726



3,757



(1,503
)






20,175Equity income from investments


(1,236
)


(8,890
)


(10,230
)


(367
)






(20,723
)Minority interests


22,165



17















22,182Income (loss) before income taxes

$
184,692


$
19,736


$
(52,692
)

$
4,420


$



$
156,156Intersegment revenues

$
(84,030
)

$
(11,781
)

$
(559
)





$
96,370


$
Goodwill

$
3,654


$
150






$
6,898






$
10,702Capital expenditures

$
41,742


$
16,975


$
2,123


$
831






$
61,671Depreciation and amortization

$
29,474


$
12,162


$
4,139


$
1,896






$
47,671Total identifiable assets at November 30, 2008

$
2,987,219


$
4,035,230


$
617,678


$
1,197,598






$
8,837,725 13




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##### 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 November 30, 2007Revenues

$
2,521,688


$
3,835,251


$
243,296


$
7,626


$
(82,475
)

$
6,525,386Cost of goods sold


2,374,735



3,686,458



233,117



(1,086
)


(82,475
)


6,210,749Gross profit


146,953



148,793



10,179



8,712







314,637Marketing, general and administrative


22,566



30,688



5,497



7,708







66,459Operating earnings


124,387



118,105



4,682



1,004







248,178(Gain) loss on investments


(17
)


(94,545
)


611



(997
)






(94,948
)Interest, net


(5,846
)


15,128



5,024



(769
)






13,537Equity income from investments


(1,163
)


(7,193
)


(21,138
)


(1,696
)






(31,190
)Minority interests


22,921



58















22,979Income before income taxes

$
108,492


$
204,657


$
20,185


$
4,466


$



$
337,800Intersegment revenues

$
(77,964
)

$
(4,421
)

$
(90
)





$
82,475


$
Goodwill

$
3,654


$
150














$
3,804Capital expenditures

$
90,748


$
16,040


$
1,279


$
631






$
108,698Depreciation and amortization

$
23,745


$
11,513


$
3,808


$
1,451






$
40,517Total identifiable assets at November 30, 2007

$
2,732,125


$
4,322,309


$
741,777


$
642,548






$
8,438,759   Note 11.
    Fair
    Value Measurements  157-2,
      Level 1: available-for-sale
 14




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Level 2: over-the-counter
  Level 3:
    Fair Value Measurements at November 30, 2008Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Readily marketable inventories





$
836,019






$
836,019Commodity, freight and foreign currency derivatives

$
1,186



380,510







381,696Short-term investments









$
4,721



4,721Rabbi Trust assets


41,006











41,006Available-for-sale
    investments


4,191











4,191Total Assets

$
46,383


$
1,216,529


$
4,721


$
1,267,633Liabilities:Commodity, freight and foreign currency derivatives

$
64,676


$
436,612






$
501,288Interest rate swap derivative






148







148Total Liabilities

$
64,676


$
436,760






$
501,436   Readily marketable inventories
 15




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Commodity, freight and foreign currency
    derivatives and/or
  Short-term investments
  Available-for-sale
    investments available-for-sale
  Rabbi Trust assets
  Interest rate swap derivative
    Level 3 InstrumentsShort-Term InvestmentsBalance, September 1, 2008

$
7,154Total losses (realized/unrealized) included in marketing,
    general 
    and administrative expense


(790
)Purchases, issuances and settlements


(1,643
)Transfer in (out) of Level 3Balance, November 30, 2008

$
4,721    16




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Note 12.
    Commitments
    and Contingencies  Guarantees
      Guarantee/


Exposure onMaximum


November 30,


Nature of



Triggering

Recourse

Assets HeldEntities

Exposure


2008


Guarantee

Expiration Date

Event

Provisions

as CollateralMountain Country, LLC

$
150


$
20


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

$
389



389


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



6,500


Obligations by TEMCO under credit agreement

None stated

Credit agreement default

Subrogation against TEMCO, LLC

NoneTEMCO, LLC

$
1,000






Obligations by TEMCO 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

$
296



296


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

NoneCofina Financial, LLC

$
4,000



1,078


Loans made by Cofina 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 exposure 17




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##### Table of Contents



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


Exposure onMaximum


November 30,


Nature of



Triggering

Recourse

Assets HeldEntities

Exposure


2008


Guarantee

Expiration Date

Event

Provisions

as CollateralAgriliance LLC

$
5,674



5,674


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$
15,457     *
    
    The maximum exposure on any give date is equal to the actual
    guarantees extended as of that date, not to exceed
    $1.0 million. 18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  General
  Form 10-Q, Form 10-K, Form 10-Q.
    ®
         19




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##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended November 30, 2008 and
    2007
  General.
     20




---



##### Table of Contents



lower-of-cost
  available-for-sale
    Net Income.
  Revenues.
     21




---



##### Table of Contents



22




---



##### Table of Contents



Cost of Goods Sold.
      lower-of-cost
      Marketing, General and
    Administrative.
 23




---



##### Table of Contents



Loss (Gain) on Investments.
  available-for-sale
  Interest, net.
  Equity Income from Investments.
   24




---



##### Table of Contents



available-for-sale
        Minority Interests. three-month
  Income Taxes.
  Liquidity
    and Capital Resources
    364-day 364-day 364-day
 25




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Cash
    Flows from Operations
         26




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Cash
    Flows from Investing Activities
           27




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28




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Cash
    Flows from Financing Activities
  Working
    Capital Financing
  364-day 364-day
    Cofina
    Financial Financing
     29




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Long-term
    Debt Financing
                 30




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Form 10-K
      Other
    Financing Activities
         31




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Form S-1
    Off
    Balance Sheet Financing Arrangements
  Lease
    Commitments:
  Form 10-K
  Guarantees:
    Debt:
    Cofina
    Financial:
    Contractual
    Obligations
  Form 10-K
 32




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Critical
    Accounting Policies
  Form 10-K
  Effect of
    Inflation and Foreign Currency Transactions
    Recent
    Accounting Pronouncements
      .
  SFAS No. 140-4 SFAS No. 140-4
  CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
    SECURITIES LITIGATION REFORM ACT
   33




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##### Table of Contents



Form 10-K
  
    Our revenues and operating results could be adversely affected
    by changes in commodity prices.
    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.
    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 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.
    We operate some of our business through joint ventures in which
    our rights to control business decisions are limited.  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
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Form 10-K,
  Item 4T.
    Controls
    and Procedures  Rule 13a-15(e)
  Rule 13a-15(f)
 35




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  Item 6.
    Exhibits  Exhibit

Description3
.1

Amended and Restated Bylaws (Incorporated by reference to our
    Registration Statement on
    Form S-1,
    filed December 17, 2008)10
.1

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,
    filed December 17, 2008)10
.2

Base Indenture dated August 10, 2005 between Cofina
    Funding, LLC as Issuer and U.S. Bank National Association as
    Trustee.10
.3

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.10
.4

Lockbox Agreement dated August 10, 2005 between Cofina
    Financial, LLC and M&I Marshall & Isley Bank.10
.5

Purchase and Sale Agreement dated as of August 10, 2005
    between Cofina Funding, LLC, as Purchaser and Cofina Financial,
    LLC, as Seller.)10
.6

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.10
.7

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.10
.8

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.10
.9

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.10
.10

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.10
.11

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.10
.12

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. 36




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Exhibit

Description10
.13

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.10
.14

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.10
.15

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.10
.16

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.10
.17

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.10
.18

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.10
.19

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.10
.20

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.10
.21

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.10
.22

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.10
.23

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.10
.24

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.10
.25

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.10
.26

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.10
.27

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.10
.28

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. 37




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Exhibit

Description10
.29

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.10
.30

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/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  38




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SIGNATURES    CHS Inc.
  /s/  John
    Schmitz    Executive Vice President and
    Chief Financial Officer
   39