##### 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
    November 30, 2005.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 þ
  Rule 12b-2 o þ
     Number of Shares OutstandingClass

at November 30,
    2005NONE

NONE




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##### 



INDEX
  Page No.PART I.
    FINANCIAL INFORMATIONItem 1.

Financial
    Statements (unaudited)


3Consolidated
    Balance Sheets as of November 30, 2005, August 31,
    2005 and November 30, 2004


3Consolidated
    Statements of Operations for the three months ended
    November 30, 2005 and 2004


4Consolidated
    Statements of Cash Flows for the three months ended
    November 30, 2005 and 2004


5Notes to
    Consolidated Financial Statements


6Item 2.

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


16Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


30Item 4.

Controls and
    Procedures


30PART II.
    OTHER INFORMATIONItem 6.

Exhibits and
    Reports on
    Form 8-K


31SIGNATURE
    PAGE


32BylawsCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906   1




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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 30,2005


2005


2004(dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
244,756


$
241,018


$
166,847Receivables


938,148



1,093,986



849,812Inventories


1,006,853



914,182



841,273Other current assets


297,846



367,306



257,923Total current assets


2,487,603



2,616,492



2,115,855Investments


561,869



520,970



535,927Property, plant and equipment


1,395,180



1,359,535



1,283,033Other assets


224,745



229,940



242,083Total assets

$
4,669,397


$
4,726,937


$
4,176,898LIABILITIES AND
    EQUITIESCurrent liabilities:Notes payable

$
21,147


$
61,147


$
1,083Current portion of long-term debt


36,942



35,340



35,076Customer credit balances


70,964



91,902



93,095Customer advance payments


103,087



126,815



112,557Checks and drafts outstanding


61,004



67,398



51,228Accounts payable


902,808



945,737



840,743Accrued expenses


303,889



397,044



259,315Dividends and equities payable


203,521



132,406



105,842Total current liabilities


1,703,362



1,857,789



1,498,939Long-term debt


729,356



737,734



767,392Other liabilities


239,416



229,322



149,357Minority interests in subsidiaries


160,813



144,195



137,017Commitments and contingenciesEquities


1,836,450



1,757,897



1,624,193Total liabilities and equities

$
4,669,397


$
4,726,937


$
4,176,898    3




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


November 30,2005


2004(dollars in thousands)Revenues:Net sales

$
3,413,018


$
2,919,891Other revenues


45,123



44,5173,458,141



2,964,408Cost of goods sold


3,200,633



2,855,672Marketing, general and
    administrative


48,302



44,627Operating earnings


209,206



64,109Interest


11,718



10,742Equity income from investments


(9,177
)


(16,683
)Loss on impairment of investment






35,000Minority interests


32,161



8,189Income from continuing operations
    before income taxes


174,504



26,861Income taxes


20,478



6,520Income from continuing operations


154,026



20,341(Income) loss on discontinued
    operations, net of taxes


(208
)


2,345Net income

$
154,234


$
17,996    4




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


November 30,2005


2004(dollars in thousands)Cash flows from operating
    activities:Net income

$
154,234


$
17,996Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


27,984



27,118Noncash income from equity
    investments


(9,177
)


(16,683
)Noncash loss on impairment of
    investment






35,000Minority interests


32,161



8,189Noncash patronage dividends
    received


(251
)


(221
)Loss (gain) on sale of property,
    plant and equipment


294



(1,209
)Deferred tax expense


37,512Other, net


228



290Changes in operating assets and
    liabilities:Receivables


151,493



(15,238
)Inventories


(90,281
)


(117,380
)Other current assets and other
    assets


57,168



9,666Customer credit balances


(20,938
)


4,409Customer advance payments


(23,813
)


48,515Accounts payable and accrued
    expenses


(141,678
)


77,099Other liabilities


(14,782
)


857Net cash provided by operating
    activities


160,154



78,408Cash flows from investing
    activities:Acquisition of property, plant and
    equipment


(64,524
)


(63,856
)Proceeds from disposition of
    property, plant and equipment


5,431



5,871Investments


(37,015
)


(46
)Equity investments redeemed


3,532



22,520Investments redeemed


1,175



983Changes in notes receivable


8,826



618Distribution to minority owners


(11,677
)


(3,060
)Other investing activities, net


(45
)


1,194Net cash used in investing
    activities


(94,297
)


(35,776
)Cash flows from financing
    activities:Changes in notes payable


(40,000
)


(115,032
)Borrowings on long-term debt






125,000Principal payments on long-term
    debt


(6,776
)


(6,548
)Changes in checks and drafts
    outstanding


(6,582
)


(13,356
)Preferred stock dividends paid


(2,476
)


(2,113
)Retirements of equities


(6,285
)


(227
)Net cash used in financing
    activities


(62,119
)


(12,276
)Net increase in cash and cash
    equivalents


3,738



30,356Cash and cash equivalents at
    beginning of period


241,018



136,491Cash and cash equivalents at end
    of period

$
244,756


$
166,847    5




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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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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
        Reclassifications
    Note 2.
    Receivables  November 30,


August 31,


November 30,2005


2005


2004Trade

$
923,090


$
1,069,020


$
846,528Other


77,117



85,007



59,3241,000,207



1,154,027



905,852Less allowances for doubtful
    accounts


62,059



60,041



56,040$
938,148


$
1,093,986


$
849,812  7




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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 3.
    Inventories  November 30,


August 31,


November 30,2005


2005


2004Grain and oilseed

$
460,182


$
387,820


$
385,920Energy


372,050



377,076



301,162Feed and farm supplies


146,347



121,721



127,409Processed grain and oilseed


26,754



26,195



25,537Other


1,520



1,370



1,245$
1,006,853


$
914,182


$
841,273   Note 4.
    Derivative
    Assets and Liabilities    Note 5.
    Investments        Lock-up
   8




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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
       Ventura
    Foods, LLC
  For the Three Months
    EndedNovember 30,


November 30,2005


2004Net sales

$
387,361


$
385,179Gross profit


51,678



47,966Net income


16,673



19,846   November 30,


August 31,


November 30,2005


2005


2004Current assets

$
235,582


$
198,576


$
303,735Non-current assets


452,703



455,715



257,549Current liabilities


164,110



146,035



142,003Non-current liabilities


306,274



307,027



220,366   Agriliance,
    LLC
  For the Three Months
    EndedNovember 30,


November 30,2005


2004Net sales

$
692,461


$
598,732Gross profit


57,565



57,807Net loss


(15,708
)


(5,218
)   November 30,


August 31,


November 30,2005


2005


2004Current assets

$
1,553,421


$
1,337,909


$
1,545,950Non-current assets


152,601



148,611



123,877Current liabilities


1,300,463



1,064,424



1,307,056Non-current liabilities


118,964



119,794



128,805   Note 6.
    Discontinued
    Operations   9




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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     For the Three Months
    EndedNovember 30,


November 30,2005


2004Sales





$
17,364Cost of goods sold






17,061Marketing, general and
    administrative*

$
(499
)


3,289Interest


158



852Income tax expense (benefit)


133



(1,493
)Income (loss) from discontinued
    operations

$
208


$
(2,345
)       Note 7.
    Equities  C
  November 30,


November 30,2005


2004Balances, September 1, 2005
    and 2004

$
1,757,897


$
1,628,086Net income


154,234



17,996Other comprehensive income


2,246



2,693Equities retired


(6,285
)


(227
)Equity retirements accrued


6,285



227Equities issued in exchange for
    elevator properties


1,847Preferred stock dividends


(2,476
)


(2,113
)Preferred stock dividends accrued


1,650



1,409Accrued dividends and equities
    payable


(79,050
)


(23,909
)Other, net


102



31Balances, November 30, 2005
    and 2004

$
1,836,450


$
1,624,193   Note 8.
    Comprehensive
    Income   10




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


Non-QualifiedPension Benefits


Pension Benefits


Other Benefits2006


2005


2006


2005


2006


2005Components of net periodic
    benefit cost for the three months ended
    November 30:Service cost

$
3,689


$
3,187


$
543


$
247


$
263


$
219Interest cost


4,275



4,510



337



294



392



444Return on plan assets


(7,093
)


(6,912
)Prior service cost amortization


214



198



129



130



(77
)


(74
)Actuarial loss (gain) amortization


1,912



1,440



45



31



(6
)


11Transition amount amortization


















50



234Recognized net actuarial loss


















184Net periodic benefit cost

$
2,997


$
2,423


$
1,054


$
702


$
806


$
834   Employer
    Contributions:
    Note 10.
    Segment
    Reporting       11




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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
            12




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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, 2005Net sales

$
1,858,251


$
1,460,715


$
152,051






$
(57,999
)

$
3,413,018Other revenues


4,582



30,547



927


$
9,067







45,1231,862,833



1,491,262



152,978



9,067



(57,999
)


3,458,141Cost of goods sold


1,665,968



1,447,354



145,310







(57,999
)


3,200,633Marketing, general and
    administrative


15,858



21,416



4,958



6,070







48,302Operating earnings


181,007



22,492



2,710



2,997







209,206Interest


3,767



3,505



2,423



2,023







11,718Equity (income) loss from
    investments


(838
)


2,261



(9,591
)


(1,009
)






(9,177
)Minority interests


32,127



34















32,161Income from continuing operations
    before income taxes

$
145,951


$
16,692


$
9,878


$
1,983


$



$
174,504Intersegment sales

$
(55,563
)

$
(2,327
)

$
(109
)





$
57,999


$
Goodwill

$
3,041


$
250














$
3,291Capital expenditures

$
50,528


$
12,097


$
1,507


$
392






$
64,524Depreciation and amortization

$
15,737


$
7,541


$
3,481


$
1,225






$
27,984Total identifiable assets at
    November 30, 2005

$
2,105,351


$
1,736,940


$
456,272


$
370,834






$
4,669,397For the Three Months Ended
    November 30, 2004Net sales

$
1,417,165


$
1,405,753


$
142,376






$
(45,403
)

$
2,919,891Other revenues


2,689



33,869



912


$
7,047







44,5171,419,854



1,439,622



143,288



7,047



(45,403
)


2,964,408Cost of goods sold


1,356,376



1,404,667



140,032







(45,403
)


2,855,672Marketing, general and
    administrative


13,978



20,487



4,118



6,044







44,627Operating earnings (losses)


49,500



14,468



(862
)


1,003







64,109Interest


3,172



4,233



3,032



305







10,742Equity income from investments


(729
)


(3,985
)


(11,514
)


(455
)






(16,683
)Loss on impairment of investment






35,000















35,000Minority interests


7,945



(2
)






246







8,189Income (loss) from continuing
    operations before income taxes

$
39,112


$
(20,778
)

$
7,620


$
907


$



$
26,861Intersegment sales

$
(45,067
)

$
(270
)

$
(66
)





$
45,403


$
Goodwill

$
3,041


$
250






$
23,605






$
26,896Capital expenditures

$
53,477


$
8,384


$
932


$
1,063






$
63,856Depreciation and amortization

$
14,737


$
7,300


$
3,430


$
1,651






$
27,118Total identifiable assets at
    November 30, 2004

$
1,638,657


$
1,666,043


$
395,361


$
476,837






$
4,176,898  13




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CHS INC.
    AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 11.
    Commitments
    and Contingencies  Environmental
    Guarantees
       14




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


Exposure onMaximum


November 30,


Nature of

Expiration

Triggering

Recourse

Assets HeldEntities

Exposure


2005


Guarantee

Date

Event

Provisions

as Collateral(dollars in thousands)The Companys financial
    services cooperative loans sold to CoBank


*


$
8,455


10% of the obligations of borrowers
    (agricultural 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
    exposureFin-Ag, Inc. agricultural loans
    sold to CoBank


*



27,167


15% of the obligations of borrowers
    under credit agreements for some of the loans sold, 50% of the
    obligations of borrowers for other loans sold, and 100% of the
    obligations of borrowers for the remaining loans sold

None stated, but may be terminated
    by either party upon 90 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
    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

Non-performance
    under flour
    sale agreement

Subrogation against
    Horizon Milling, LLC

NoneTEMCO, LLC

$
25,000



4,075


Obligations by TEMCO, LLC under
    credit agreement

None stated

Credit agreement
    default

Subrogation against
    TEMCO, LLC

NoneThird parties


*



1,000


Surety for, or indemnification 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

$
20,561



9,175


Guaranteed loans which were made by
    the Company under financing programs and contributed by the
    Company to Cofina

Loans contributed mature at various
    times. Guarantee of a particular loan terminates on maturity date

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$
49,872     *
    The Companys bank covenants allow for guarantees of up to
    $150.0 million, but the Company is under no obligation to
    extend these guarantees. The maximum exposure on any given date
    is equal to the actual guarantees extended as of that date. 15




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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 November 30, 2005, includes
    forward-looking statements within the meaning of the
    Private Securities Litigation Reform Act of 1995 with respect to
    the Company. In addition, the Company 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;
    the level of consumer demand;
    the price and availability of alternative fuels; 16




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##### Table of Contents




    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.
  Actual or perceived quality, safety or health risks
    associated with our products could subject us to liability and
    damage our business and reputation.
 17




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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; and
    the significant inventories that we carry or the facilities we
    own could be damaged or destroyed by catastrophic events,
    extreme weather conditions or contamination.    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 chose alternatives to our refined petroleum
    products our revenues and profits may
    decline.
 18




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##### Table of Contents



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.
       19




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Results
    of Operations
  Comparison
    of the three months ended November 30, 2005 and
    2004
  General.
   20




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Net Income.
  Net Sales.
   21




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Other Revenues.
 22




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Cost of Goods Sold.
        Marketing, General and
    Administrative.
  Interest.
  Equity Income from Investments. three-month
 23




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Loss on Impairment of Investment.
  Minority Interests.
  Income Taxes.
  Discontinued Operations.
 24




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Liquidity
    and Capital Resources
    364-day
  Cash
    Flows from Operations
         25




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Cash
    Flows from Investing Activities
           26




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Cash
    Flows from Financing Activities
  364-day 364-day 364-day
  364-day
         27




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Form 10-K
           28




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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
     29




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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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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

Description3
.1

Bylaws of the Company10
.1

First Amendment to the 2003
    Amended and Restated Credit Agreement between the National
    Cooperative Refinery Association and the Syndication Parties
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on Form 8-K
    filed December 20, 2005)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  31




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SIGNATURES       John
    Schmitz
   Executive Vice President and
 Chief Financial Officer
    32