##### Table of Contents





UNITED STATES 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
    November 30,
    2010.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

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
  Regulation S-T o 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 o þ
    Number of Shares Outstanding atClass

January 11, 2011NONE

NONE




---



##### 





INDEX
   
 PAGENO.PART I. FINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited)


3Consolidated Balance Sheets as of
    November 30, 2010, August 31, 2010 and
    November 30, 2009


3Consolidated Statements of Operations for the
    three months ended November 30, 2010 and 2009


4Consolidated Statements of Cash Flows for the
    three months ended November 30, 2010 and 2009


5Notes to Consolidated Financial Statements


6Item 2.

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


17Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


30Item 4.

Controls and Procedures


30PART II. OTHER INFORMATIONItem 1A.

Risk Factors


31Item 6.

Exhibits


31SIGNATURE PAGE


33EX-10.13EX-10.14EX-10.15EX-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
  November 30,


August 31,


November 30,2010


2010


2009(Dollars in thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
264,246


$
394,663


$
753,547Receivables


2,228,245



1,908,068



2,062,518Inventories


2,604,020



1,961,376



1,859,487Derivative assets


366,065



246,621



133,885Other current assets


1,026,639



805,741



447,417Total current assets


6,489,215



5,316,469



5,256,854Investments


704,570



719,392



697,912Property, plant and equipment


2,289,916



2,253,071



2,124,823Other assets


474,483



377,196



297,748Total assets

$
9,958,184


$
8,666,128


$
8,377,337LIABILITIES AND EQUITIESCurrent liabilities:Notes payable

$
811,042


$
262,090


$
261,680Current portion of long-term debt


113,133



112,503



108,232Customer credit balances


438,919



423,571



103,075Customer advance payments


707,801



435,224



490,757Checks and drafts outstanding


100,192



134,250



132,856Accounts payable


1,804,433



1,472,145



1,681,518Derivative liabilities


189,597



286,018



262,167Accrued expenses


357,725



376,239



270,982Dividends and equities payable


285,095



210,435



246,152Total current liabilities


4,807,937



3,712,475



3,557,419Long-term debt


933,651



873,738



953,143Other liabilities


487,331



475,464



460,570Commitments and contingenciesEquities:Equity certificates


2,379,476



2,401,514



2,203,029Preferred stock


319,368



319,368



282,694Accumulated other comprehensive loss


(199,301
)


(205,267
)


(155,967
)Capital reserves


959,307



820,049



831,000Total CHS Inc. equities


3,458,850



3,335,664



3,160,756Noncontrolling interests


270,415



268,787



245,449Total equities


3,729,265



3,604,451



3,406,205Total liabilities and equities

$
9,958,184


$
8,666,128


$
8,377,337    3




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Three Months EndedNovember 30,2010


2009(Dollars in thousands)(Unaudited)Revenues

$
8,132,854


$
6,195,241Cost of goods sold


7,826,028



5,992,580Gross profit


306,826



202,661Marketing, general and administrative


98,223



80,506Operating earnings


208,603



122,155Interest, net


15,012



16,212Equity income from investments


(37,635
)


(32,166
)Income before income taxes


231,226



138,109Income taxes


24,891



15,574Net income


206,335



122,535Net income attributable to noncontrolling interests


4,610



2,585Net income attributable to CHS Inc.

$
201,725


$
119,950    4




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##### Table of Contents



CHS INC.
    AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Three Months EndedNovember 30,2010


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

$
206,335


$
122,535Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation and amortization


51,525



49,962Amortization of deferred major repair costs


5,754



4,650Income from equity investments


(37,635
)


(32,166
)Distributions from equity investments


35,794



25,311Noncash patronage dividends received


(661
)


(384
)Gain on sale of property, plant and equipment


(736
)


(1,565
)Deferred taxes


4,135



18,978Other, net


173



137Changes in operating assets and liabilities:Receivables


(171,143
)


(243,944
)Inventories


(642,645
)


(333,174
)Derivative assets


(117,391
)


37,455Other current assets and other assets


(226,108
)


(232
)Customer credit balances


15,348



(171,268
)Customer advance payments


272,576



170,069Accounts payable and accrued expenses


316,711



356,040Derivative liabilities


(92,463
)


(43,949
)Other liabilities


3,994



11,833Net cash used in operating activities


(376,437
)


(29,712
)Cash flows from investing activities:Acquisition of property, plant and equipment


(84,508
)


(71,999
)Proceeds from disposition of property, plant and equipment


1,103



2,260Expenditures for major repairs


(95,806
)


(5,797
)Investments


(3,468
)


(4,645
)Investments redeemed


20,028



42,545Changes in notes receivable


(150,633
)


5,660Business acquisitions


(3,150
)Other investing activities, net


33



87Net cash used in investing activities


(316,401
)


(31,889
)Cash flows from financing activities:Changes in notes payable


548,952



14,808Long-term debt borrowings


100,000Principal payments on long-term debt


(38,257
)


(10,578
)Payments for bank fees on debt


(3,448
)Changes in checks and drafts outstanding


(34,058
)


46,011Distributions to noncontrolling interests


(3,486
)


(1,037
)Preferred stock dividends paid


(6,136
)


(5,488
)Retirements of equities


(2,440
)


(2,304
)Net cash provided by financing activities


561,127



41,412Effect of exchange rate changes on cash and cash equivalents


1,294



1,137Net decrease in cash and cash equivalents


(130,417
)


(19,052
)Cash and cash equivalents at beginning of period


394,663



772,599Cash and cash equivalents at end of period

$
264,246


$
753,547    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  Basis of
    Presentation and Reclassifications
    860-10-65-2,
  Form 10-K,
  ASC 860-10-65-3,
  Derivative
    Instruments and Hedging Activities
      over-the-counter
 6




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##### Table of Contents



November 30, 2010

August 31, 2010

November 30, 2009Purchase

Sales

Purchase

Sales

Purchase

SalesContracts

Contracts

Contracts

Contracts

Contracts

Contracts(Units in thousands)Grain and oilseed  bushels


752,908



1,033,107



747,334



1,039,363



602,186



821,414Energy products  barrels


4,454



9,281



8,633



10,156



5,209



7,950Crop nutrients  tons


1,918



1,790



1,257



1,215



909



804Ocean and barge freight  metric tons


1,921



371



1,385



279



3,921



3,709     November 30,


August 31,


November 30,2010


2010


2009Derivative Assets:Commodity and freight derivatives

$
705,690


$
461,580


$
318,912Derivative Liabilities:Commodity and freight derivatives

$
529,256


$
495,569


$
442,881Foreign exchange derivatives


1,281



222Interest rate derivatives


739



1,227



4,313$
531,276


$
497,018


$
447,194     November 30,

August 31,2010

2010Derivative Assets:Commodity and freight derivatives

$
2,054Derivative Liabilities:Commodity and freight derivatives





$
3,959     Amount ofGain (Loss)For the Three MonthsLocation of

Ended November 30,Gain (Loss)

2010


2009Commodity and freight derivatives

Cost of goods sold

$
210,424


$
5,897Foreign exchange derivatives

Cost of goods sold


(1,050
)Interest rate derivatives

Interest, net


7



(645
)$
209,381


$
5,252    7




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##### Table of Contents



November 30,

August 31,2010

2010Gains (losses) included in accumulated other comprehensive loss,
    net of tax expense (benefit) of $0.8 million and
    $(1.5) million, respectively

$
1,255


$
(2,419
)   Goodwill
    and Other Intangible Assets
          Recent
    Accounting Pronouncements
  No. 2010-06, No. 2010-06 No. 2010-06 No. 2010-06
  No. 2010-20, 2010-20
 8




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##### Table of Contents



Note 2.
    Receivables  November 30,


August 31,


November 30,2010


2010


2009Trade accounts receivable

$
1,694,963


$
1,543,530


$
1,697,986Cofina Financial notes receivable


484,851



340,303



262,387Other


145,404



123,770



193,3772,325,218



2,007,603



2,153,750Less allowances and reserves


96,973



99,535



91,232$
2,228,245


$
1,908,068


$
2,062,518   Note 3.
    Inventories  November 30,


August 31,


November 30,2010


2010


2009Grain and oilseed

$
1,448,876


$
983,846


$
969,023Energy


637,702



515,930



478,639Crop nutrients


164,279



135,526



112,376Feed and farm supplies


281,388



242,482



227,950Processed grain and oilseed


61,979



74,064



61,986Other


9,796



9,528



9,513$
2,604,020


$
1,961,376


$
1,859,487     Note 4.
    Investments  50-50
   9




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##### Table of Contents



For the Three Months EndedNovember 30,2010

2009Net sales

$
540,481


$
488,470Gross profit


62,795



68,916Net income


22,858



29,473Net income attributable to CHS Inc.


11,429



14,737   November 30,

August 31,

November 30,2010

2010

2009Current assets

$
549,899


$
512,554


$
494,894Non-current assets


459,729



459,346



455,127Current liabilities


201,954



166,408



173,948Non-current liabilities


306,535



308,795



303,092   Note 5.
    Notes
    Payable and Long-Term Debt  November 30,


August 31,


November 30,2010


2010


2009Notes payable

$
440,119


$
29,776


$
18,576Cofina Financial notes payable


370,923



232,314



243,104$
811,042


$
262,090


$
261,680   364-day
      Note 6.
    Interest,
    net  For the Three Months EndedNovember 30,2010


2009Interest expense

$
18,897


$
18,279Capitalized interest


(1,396
)


(1,524
)Interest income


(2,489
)


(543
)Interest, net

$
15,012


$
16,212  10




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##### Table of Contents



Note 7.
    Equities    Fiscal 2011


Fiscal 2010CHS Inc. balances, September 1, 2010 and 2009

$
3,335,664


$
3,090,302Net income attributable to CHS Inc.


201,725



119,950Other comprehensive income


5,966



303Equities retired


(2,440
)


(2,304
)Equity retirements accrued


2,440



2,304Equities issued in exchange for elevator properties






616Preferred stock dividends


(6,136
)


(5,488
)Preferred stock dividends accrued


4,091



3,659Accrued dividends and equities payable


(81,191
)


(49,059
)Other, net


(1,269
)


473CHS Inc. balances, November 30, 2010 and 2009

$
3,458,850


$
3,160,756Noncontrolling interests balances, September 1, 2010 and
    2009

$
268,787


$
242,862Net income attributable to noncontrolling interests


4,610



2,585Distributions to noncontrolling interests


(3,486
)


(1,037
)Distributions accrued


2,757



1,014Other


(2,253
)


25Noncontrolling interests balances, November 30, 2010 and
    2009

$
270,415


$
245,449   Note 8.
    Comprehensive
    Income    Note 9.
    Employee
    Benefit Plans    Qualified


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2010


2009


2010


2009


2010


2009Components of net periodic benefit costs for the three months
    ended November 30, 2010 and 2009:Service cost

$
6,467


$
5,206


$
320


$
308


$
420


$
330Interest cost


5,505



5,750



497



571



509



518Expected return on plan assets


(10,475
)


(9,220
)Prior service cost amortization


582



548



35



105



153



135Actuarial loss (gain) amortization


3,964



2,638



253



159



87



(12
)Transition amount amortization


















51



51Net periodic benefit cost

$
6,043


$
4,922


$
1,105


$
1,143


$
1,220


$
1,022  11




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##### Table of Contents



Employer
    Contributions:
    Note 10.
    Segment
    Reporting             12




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##### Table of Contents



Ag





Corporate


ReconcilingEnergy


Business


Processing


and Other


Amounts


TotalFor the Three Months Ended November 30, 2010Revenues

$
2,392,742


$
5,539,226


$
283,173


$
14,715


$
(97,002
)

$
8,132,854Cost of goods sold


2,305,443



5,344,465



274,089



(967
)


(97,002
)


7,826,028Gross profit


87,299



194,761



9,084



15,682







306,826Marketing, general and administrative


30,076



49,638



5,945



12,564







98,223Operating earnings


57,223



145,123



3,139



3,118







208,603Interest, net


1,633



9,509



4,248



(378
)






15,012Equity income from investments


(1,666
)


(15,069
)


(20,562
)


(338
)






(37,635
)Income before income taxes

$
57,256


$
150,683


$
19,453


$
3,834


$



$
231,226Intersegment revenues

$
(88,766
)

$
(7,820
)

$
(416
)





$
97,002


$
Goodwill

$
1,165


$
15,687






$
6,898






$
23,750Capital expenditures

$
53,485


$
22,733


$
7,339


$
951






$
84,508Depreciation and amortization

$
29,279


$
15,491


$
4,215


$
2,540






$
51,525Total identifiable assets at November 30, 2010

$
2,941,978


$
4,568,523


$
765,554


$
1,682,129






$
9,958,184For the Three Months Ended November 30, 2009Revenues

$
2,264,580


$
3,742,631


$
264,099


$
10,474


$
(86,543
)

$
6,195,241Cost of goods sold


2,222,720



3,613,941



244,084



(1,622
)


(86,543
)


5,992,580Gross profit


41,860



128,690



20,015



12,096







202,661Marketing, general and administrative


27,890



38,191



5,549



8,876







80,506Operating earnings


13,970



90,499



14,466



3,220







122,155Interest, net


789



8,134



5,057



2,232







16,212Equity income from investments


(1,106
)


(9,315
)


(21,369
)


(376
)






(32,166
)Income before income taxes

$
14,287


$
91,680


$
30,778


$
1,364


$



$
138,109Intersegment revenues

$
(81,245
)

$
(4,316
)

$
(982
)





$
86,543


$
Goodwill

$
1,983


$
8,465






$
6,898






$
17,346Capital expenditures

$
46,353


$
22,252


$
1,614


$
1,780






$
71,999Depreciation and amortization

$
29,608


$
14,207


$
4,202


$
1,945






$
49,962Total identifiable assets at November 30, 2009

$
3,052,065


$
3,425,802


$
677,455


$
1,222,015






$
8,377,337  13




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##### Table of Contents



Note 11.
    Fair
    Value Measurements    Fair Value Measurements at November 30, 2010Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Readily marketable inventories





$
1,510,855






$
1,510,855Commodity and freight derivatives

$
46,024



320,041







366,065Other assets


67,247











67,247Total Assets

$
113,271


$
1,830,896






$
1,944,167Liabilities:Commodity and freight derivatives

$
18,035


$
169,542






$
187,577Foreign currency derivatives


1,281











1,281Interest rate swap derivatives






739







739Total Liabilities

$
19,316


$
170,281






$
189,597   Fair Value Measurements at August 31, 2010Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Readily marketable inventories





$
1,057,910






$
1,057,910Commodity and freight derivatives

$
38,342



208,279







246,621Other assets


62,612











62,612Total Assets

$
100,954


$
1,266,189






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

$
79,940


$
204,629






$
284,569Foreign currency derivatives


222











222Interest rate swap derivatives






1,227







1,227Total Liabilities

$
80,162


$
205,856






$
286,018   14




---



##### Table of Contents



Fair Value Measurements at November 30, 2009Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalAssets:Readily marketable inventories





$
1,031,009






$
1,031,009Commodity and freight derivatives

$
4,950



128,935







133,885Other assets


56,327











56,327Total Assets

$
61,277


$
1,159,944






$
1,221,221Liabilities:Commodity and freight derivatives

$
87,500


$
170,354






$
257,854Interest rate swap derivatives






4,313







4,313Total Liabilities

$
87,500


$
174,667






$
262,167   Readily marketable inventories
  Commodity, freight and foreign currency
    derivatives and/or
  Other assets available-for-sale
  Interest rate swap derivatives
 15




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##### Table of Contents



Level 3 Short-TermInvestments2009Balances, September 1, 2009

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


38Settlements


(1,970
)Balances, November 30, 2009

$
     Note 12.
    Commitments
    and Contingencies  Guarantees
   16




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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.
    ®
         17




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##### Table of Contents



Results
    of Operations
  Comparison
    of the three months ended November 30, 2010 and
    2009
  General.
       18




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##### Table of Contents



Net Income attributable to CHS
    Inc.
  Revenues.
       19




---



##### Table of Contents



Cost of Goods Sold.
     20




---



##### Table of Contents



three-month
        Marketing, General and
    Administrative.
  Interest, net.
  Equity Income from Investments.
   21




---



##### Table of Contents



Income Taxes.
  Noncontrolling Interests.
  Liquidity
    and Capital Resources
    364-day 364-day
  364-day
   22




---



##### Table of Contents



Cash
    Flows from Operations
         23




---



##### Table of Contents



Cash
    Flows from Investing Activities
      five-to-six-week
         24




---



##### Table of Contents



Cash
    Flows from Financing Activities
    Working
    Capital Financing
  364-day 60-day
    Cofina
    Financial Financing
   25




---



##### Table of Contents



Long-term
    Debt Financing
    Form 10-K
           26




---



##### Table of Contents



Other
    Financing
         27




---



##### Table of Contents



Off
    Balance Sheet Financing Arrangements
  Lease
    Commitments:
  Form 10-K
  Guarantees:
    Debt:
    Cofina
    Financial:
    Contractual
    Obligations
  Form 10-K
  Critical
    Accounting Policies
  Form 10-K
  Effect of
    Inflation and Foreign Currency Transactions
   28




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##### Table of Contents



Recent
    Accounting Pronouncements
  No. 2010-06, No. 2010-06 No. 2010-06 No. 2010-06
  No. 2010-20, 2010-20
  CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
    SECURITIES LITIGATION REFORM ACT
    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. 29




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##### Table of Contents




    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.
    Changing environmental and energy laws and regulation, including
    those related to climate change and Green House Gas
    (GHG) emissions, may result in increased operating
    costs and capital expenditures and may have an adverse effect on
    our business operations.
    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
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Rule 13a-15(e)
  Rule 13a-15(f)
 30




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##### Table of Contents



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

Description3
.1

Amendment to the Bylaws of CHS Inc. (Incorporated by reference
    to our Current Report on
    Form 8-K,
    filed December 7, 2010)10
.1

Amendment No. 3 to Note Purchase Agreement
    (Series 2008-A)
    dated as of November 12, 2010, by and among Cofina Funding,
    LLC and the Issuer, Victory Receivables Corporation, as the
    Conduit Purchaser, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
    New York Branch, as the Funding Agent and as a Committed
    Purchaser (Incorporated by reference to our Current Report on
    Form 8-K,
    filed November 17, 2010).10
.2

Amendment No. 3 to
    Series 2008-A
    Supplement to Base Indenture dated as of November 12, 2010,
    by and among Cofina Funding, LLC, s the Issuer, U.S. Bank
    National Association, as the Trustee, and The Bank of
    Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Required
    Noteholder (Incorporated by reference to our Current Report on
    Form 8-K,
    filed November 17, 2010).10
.3

Amendment No. 4 to Base Indenture dated as of
    November 12, 2010, by and among Cofina Funding, LLC, as the
    Issuer, and U.S. Bank National Association, as the Trustee
    (Incorporated by reference to our Current Report on
    Form 8-K,
    filed November 17, 2010).10
.4

Series 2008-A
    Cofina Variable Funding Asset-Backed Note No. 4
    (Incorporated by reference to our Current Report on
    Form 8-K,
    filed November 17, 2010).10
.5

Employment Agreement between CHS Inc. and Carl M. Casale, dated
    November 22, 2010 (Incorporated by reference to our Current
    Report on
    Form 8-K,
    filed November 22, 2010).10
.6

Change of Control Agreement between CHS Inc. and Carl M. Casale,
    dated November 22, 2010 (Incorporated by reference to our
    Current Report on
    Form 8-K,
    filed November 22, 2010).10
.7

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

Revolving Credit Agreement ($40 million), dated as of
    December 22, 2010, between CHS Inc. and Sumitomo Mitsui
    Banking Corporation (Incorporated by reference to our Current
    Report on
    Form 8-K,
    filed December 28, 2010).10
.9

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

Amended and Restated Base Indenture, dated as of
    December 23, 2010, between Cofina Funding, LLC, as Issuer,
    and U.S. Bank National Association, as Trustee (Incorporated by
    reference to our Current Report on
    Form 8-K,
    filed December 28, 2010).10
.11

Series 2010-A
    Supplement, dated as of December 23, 2010, by and among
    Cofina Funding, LLC, as Issuer, and U.S. National Bank
    Association, as Trustee, to the Base Indenture, dated as of
    December 23, 2010, between the Issuer and the Trustee
    (Incorporated by reference to our Current Report on
    Form 8-K,
    filed December 28, 2010).10
.12

Employment Security Agreement between CHS Inc. and Jay Debertin,
    dated December 23, 2010 (Incorporated by reference to our
    Current Report on
    Form 8-K,
    filed December 28, 2010).10
.13

Amendment No. 1 to the CHS Inc. Supplemental Executive
    Retirement Plan (2010 Restatement).10
.14

Amendment No. 2 to the CHS Inc. Supplemental Executive
    Retirement Plan (2010 Restatement).10
.15

Amendment No. 3 to Note Purchase and Private Shelf
    Agreement, effective as of November 1, 2010. 31




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##### Table of Contents



Exhibit

Description31
.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  32




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SIGNATURES
    
    
    33