8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 25, 2013

CHS Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Minnesota	0-50150	41-0251095
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5500 Cenex Drive, Inver Grove Heights, Minnesota		55077
________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-355-6000

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)    Appointment of Principal Financial Officer

On July 10, 2013, CHS Inc. (the “Company”) issued a press release announcing that Timothy Skidmore (“Skidmore”) has accepted the position of Executive Vice President and Chief Financial Officer effective August 19, 2013. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. Skidmore's appointment was approved by the Company's Board of Directors on July 10, 2013. Skidmore will replace the current Chief Financial Officer, David A. Kastelic, who has agreed to remain with the Company to assist in the transition of responsibilities until September 3, 2013, when he will effectively retire from the Company. In this role, Skidmore will serve as the Company's principal financial officer for Securities and Exchange Commission (“SEC”) reporting purposes.

Skidmore, 52, joined the Campbell Soup Company as Assistant Treasurer in 2001and since that time has held numerous leadership positions with the Campbell Soup Company in finance. Since March 2012, Skidmore has held the position of the Vice President, Financial Planning &Analysis for the Campbell Soup Company based in Camden, N.J., where he led financial planning and reporting for the Campbell Soup Company. Prior to that position, he was the Chief Financial Officer from January, 2011 until March, 2012 for Campbell North America, the largest operating division of Campbell Soup. From December 2008 through December 2010, Skidmore was the Chief Financial Officer for the Campbell USA business unit, where he managed the financial performance for all retail soup, sauce and beverages brands in the USA. Prior to joining the Campbell Soup Company, Skidmore spent 15 years at DuPont Co., where he held a variety of financial leadership positions, including leading DuPont's finance function across Asia Pacific. Skidmore began his career at Conoco Philips.

Skidmore's compensation is set forth in a Term Sheet executed by the Company and Skidmore, dated June 25, 2013 (the “Term Sheet”), and will include an annual salary of $450,000. He will also be eligible to participate in the following Company plans, in each case subject to the terms and conditions of such plan: Annual Variable Pay, Long-Term Incentive Plan, Deferred Compensation Plan, and Supplemental Executive Retirement Plan. Each of the foregoing plans is generally described in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2012. For purposes of the Annual Variable Pay Plan, Skidmore's incentive period will commence September 1, 2013 (the first day of the Company's 2014 fiscal year) and his individual award will be weighted 70% based on the Company's return on equity goals and 30% based on his principal accountabilities and individual goals. For purposes of the Long-Term Incentive Plan, Skidmore will be eligible for an award based on the 2012-2014 performance period, without proration based on his start date, with a target award equal to 70% of his three-year average salary and a maximum award equal to 140% of his three-year average salary. Skidmore will also receive certain lump sum payments intended to replace some of the benefits he forfeited upon leaving his prior employer as follows: (a) to replace forfeited unvested restricted stock: (i) $180,000 within 30 days of start date; (ii) $180,000 within 30 days after the first anniversary of start date; and (iii) $180,000 within 30 days after the second anniversary of the start date; and (b) to replace forfeited annual incentive: (i) $55,163 within 30 days of start date; (ii) $55,163 within 30 days of first anniversary of start date; and (iii) $55,163 within 30 days after second anniversary of the start date.

The foregoing description of the compensation terms set forth in the Term Sheet is not complete and is qualified in its entirety by reference to the Term Sheet, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are also no familial relationships or related party transactions requiring disclosure under Item 401(d) or Item 404(a), respectively, of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

10.1    Term Sheet dated June 25, 2013

99.1    CHS Inc. Press Release dated July 10, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHS Inc.
July 10, 2013	By:	/s/ Carl M. Casale
		Name: Carl M. Casale
		Title: President and Chief Executive Officer

EX-10.1

June 25, 2013

CHS Inc

Term Sheet – Timothy Nye Skidmore

Position – Executive Vice President & Chief Financial Officer; reports to CHS President & CEO

Start Date – August 19, 2013

Ongoing Compensation

• Salary – $450,000

•Annual Variable Pay

— Target award equal to 70% of salary

• Maximum award equal to 140% of salary

— Incentive period would commence on September 1, 2013 (first day of 2013 – 2014 fiscal year)

Note: Awards are based on CHS financial results (70%) and personal performance (30%). CHS Financial goals for 2013 are 8% ROE at threshold, 10% ROE at target, 14% ROE at maximum. (Note: CHS has achieved maximum Annual Variable Pay ROE results for eight of the past nine years.)

• Long-term incentive

— Target award equal to 70% of three year average salary

— Maximum award equal to 140% of three year average salary

• Incentive plan design, award composition and vesting provisions based on Company’s practice for all other senior executives: cash awards, if earned, are deferred each November into a 409 (A) non-qualified deferred compensation plan and vest 1/3 each of the subsequent three January’s. Subject to 409(A), distributions can commence when awards are fully vested or upon reaching retirement age.

• Would be eligible for full 36 month award at the end of 2012- 2014 plan period (September 1, 2012 – August 31, 2014)

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Note: Under current LTIP design, awards are based on three year cumulative CHS ROE goals. Current plan goals are 8% three year ROE at threshold, 10% three year ROE at target, 14% three year ROE at maximum. (LTIP ROE results have reached maximum levels for the past seven consecutive years.)

Replacement of Forfeited Compensation

• Replacement Compensation for Unvested Restricted Stock

— Subject to continuing employment with CHS, to be delivered in restricted cash awards on the following schedule: (i) $180,000 within 30 days of start date, (ii) $180,000 within 30 days after the first anniversary of start date, and (iii) $ 180,000 within 30 days after the second anniversary of the start date. These amounts are not eligible compensation under CHS benefit plans.

-- Acceleration at death, disability, involuntary termination without “cause,” or voluntary termination for “good reason”

• Replacement Compensation for Forfeited 2013 Incentives

— Subject to continuing employment with CHS, CHS will provide reimbursement for whatever portion of current employer’s annual incentive that is not paid by current employer to be delivered in restricted cash awards on the following schedule: (i) a maximum of $55,163 within 30 days of start date, (ii) a maximum of $55,163 within 30 days after the first anniversary of start date, and (iii) a maximum of $55,163 within 30 days after the second anniversary of the start date. These amounts are not eligible compensation under CHS benefit plans.

-- Acceleration at death, disability, involuntary termination without “cause,” or voluntary termination for “good reason”

Health and Welfare and Retirement Benefits

• Participate in plans generally available to other Company executives and are described in attached Executive Benefits Summary. CHS will guarantee no break in health care coverage from current employer to CHS. In addition, since there is a one year waiting period for eligibility for the CHS Pension Plan and Profit Sharing Plan, the Executive will be granted similar sized contributions in accordance with start date (as noted on the attached Executive Benefits Summary) to non-qualified plan accounts.

Severance

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• Compensation by the Company without “good cause” or for “good reason” will be

offered in conjunction with a signed release agreement and will include

severance of one year of base pay and pro-rated annual variable pay in addition to normal separation benefits such as accrued and unpaid PTO.

Relocation

• Executive level relocation assistance

Perquisites – In accordance with benefits offered to other Executive Vice Presidents

• Perquisites currently consist of company-paid yearly executive physical at the Mayo Clinic and up to $2,500 per year (or $5,000 every two years) as reimbursement for personal financial planning services

Other

• Covenants: confidentiality and non-disparagement requirements

• Offer subject to background and credit checks

DEFINITIONS

Cause Definition

• Deliberate and continued failure to substantially perform duties and responsibilities after written notice

• Conviction of, or plea of guilty or no contest to, felony

• Material violation of Company policy

• Act of fraud or dishonesty resulting or intended to result in personal enrichment at Company’s expense

• Gross misconduct in performance of duties that results in material economic harm to Company

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Good Reason Definition

• Assignment of duties or responsibilities that are materially inconsistent with duties or responsibilities of the CFO position

• Material diminution in authority, duties or responsibilities

• A 10% or more reduction in salary, except for across-the-board reductions

• Company’s material breach of any obligation under Agreement

Please acknowledge your agreement with the terms of this employment offer as explained on

pages 1 – 4 of this Term Sheet dated June 25, 2013 and as described in the “CHS

Executive Vice President Benefits Overview” and in the Executive Vice President “Total

Compensation Package” document by signing above your name below:

CHS INC

By

/s/ Carl Casale

Name: __Carl Casale ______________________

Title: ___President and CEO CHS Inc ________

Date: _____June 25, 2013________________

By

___/s/ Timothy Nye Skidmore_______________

Name: ____Timothy Nye Skidmore_________________

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Date: _____June 25, 2013_________________________________

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EX-99.1

FOR IMMEDIATE RELEASE            For further information,

Contact:    Lani Jordan

(651) 355-4946

lani.jordan@chsinc.com

Timothy Skidmore named CHS Chief Financial Officer

ST. PAUL, Minn., July 10, 2013 – CHS Inc. (NASDAQ: CHSCP), the nation's leading farmer-owned cooperative and a global energy, grains and foods company, announced today it has named veteran food industry financial leader Timothy Skidmore as its new executive vice president and chief financial officer, effective Aug. 19, 2013.

Skidmore most recently was vice president, FP&A where he led financial planning and reporting for the Campbell Soup Company, Camden, N.J. Previously he was the chief financial officer for Campbell North America, the largest operating division of Campbell Soup. Skidmore will succeed David Kastelic, CHS executive vice president and chief financial officer, who in January announced his retirement effective Aug. 31, 2013. Skidmore will be a member of the CHS senior leadership team and report to CHS President and Chief Executive Officer Carl Casale.

“Tim brings an impressive track record of driving decisions and delivering results,” said Casale. “He has deep experience in operating finance and treasury roles, and has demonstrated a strong commitment to collaboration and teamwork throughout his career.”

Skidmore, 52, joined Campbell Soup Company as assistant treasurer in 2001and has held numerous leadership positions in finance including leading the cash management, corporate finance and international treasury functions and serving in various business unit CFO roles including the U.S. soup, simple meals, beverages and international businesses where he was responsible for financial strategy, planning, reporting and balance sheet management. Prior to joining Campbell Soup Company, Skidmore spent 15 years at DuPont Co., where he held a variety of financial leadership positions, including leading DuPont’s finance function across Asia Pacific. Skidmore began his career at Conoco Philips.

He holds a bachelor’s degree in risk management from the University of Georgia, and a Master of Business Administration in finance from Widener University, Chester, PA.

CHS Inc. (www.chsinc.com) is a leading global agribusiness owned by farmers, ranchers and cooperatives across the United States. Diversified in energy, grains and foods, CHS is committed to helping its customers, farmer-owners and other stakeholders grow their businesses through its domestic and global operations. CHS, a Fortune 100 company, supplies energy, crop nutrients, grain marketing services, animal

feed, food and food ingredients, along with business solutions including insurance, financial and risk management services. The company operates petroleum refineries/pipelines and manufactures, markets and distributes Cenex^® brand refined fuels, lubricants, propane and renewable energy products.

This document contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 that are based on management's current expectations and assumptions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. The company undertakes no obligations to publicly revise any forward-looking statements to reflect future events or circumstances. For a discussion of additional factors that may materially affect management's estimates and predictions, please view the CHS Inc. annual report filed on Form 10-K for the year ended Aug. 31, 2012, which can be found on the Securities and Exchange Commission web site (www.sec.gov) or on the CHS web site www.chsinc.com.

SOURCE CHS Inc.