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): November 9, 2006

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 9, 2006, our management and Audit Committee concluded that our previously issued consolidated financial statements included in our Annual Report on Form 10-K for the years ended August 31, 2005 and 2004, and in our Quarterly Reports on Form 10-Q during fiscal years 2006 and 2005, should not be relied upon due to errors in the classification of our cash flows received from our interest in joint ventures and distributions made to minority owners. We have determined that a portion of the cash flows received from our joint ventures should have been considered a return on our investment and classified as an operating activity as distributions from equity investments, rather than as an investing activity. Additionally, we had previously reported distributions to minority owners as investing activities when they should have been classified as financing activities. Our management, including the Chief Executive Officer, Chief Financial Officer, and Corporate Controller, and our Audit Committee have dis cussed these restatements with PricewaterhouseCoopers LLP, our independent registered public accounting firm.

These restatements will not have an impact on our Consolidated Statements of Operations, Consolidated Statements of Shareholders’ Equities and Comprehensive Income, total change in cash and cash equivalents on our Consolidated Statements of Cash Flows, or on our Consolidated Balance Sheets for any of the periods that will be restated.

Summarized results of previously reported and restated Consolidated Statements of Cash Flows are included as an exhibit to this filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the years ended August 31, 2005 and 2004, and for the three quarterly periods during fiscal years 2006 and 2005

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.
November 14, 2006	By:	/s/ John Schmitz
		Name: John Schmitz
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the years ended August 31, 2005 and 2004, and for the three quarterly periods during fiscal years 2006 and 2005

EX-99.1

Exhibit 99.1

CHS Inc.

Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the years ended August 31, 2005 and 2004 are as follows:

		2005						2004
		As						As
		Previously			As			Previously			As
Dollars in thousands		Reported			Restated			Reported			Restated
Cash flows from operating activities:
	Distributions from equity investments				$	64,869					$	58,702
Net cash provided by operating activities		$	209,188			276,531		$	333,289			394,345
Cash flows from investing activities:
	Equity investments redeemed		74,231						65,158
	Investments redeemed		4,152			13,514			9,481			15,937
	Distributions to minority owners		(29,925	)					(15,908	)
Net cash used in investing activities			(56,958	)		(91,902	)		(181,284	)		(224,078	)
Cash flows from financing activities:
	Distributions to minority owners					(29,925	)					(15,908	)
Net cash used in financing activities			(47,703	)		(80,102	)		(183,763	)		(202,025	)
Net increase (decrease) in cash and cash equivalents			104,527			104,527			(31,758	)		(31,758	)
Cash and cash equivalents at beginning of year			136,491			136,491			168,249			168,249
Cash and cash equivalents at end of year			241,018			241,018			136,491			136,491

Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the three months ended November 30, 2005 and 2004 are as follows:

		2005						2004
		As						As
		Previously			As			Previously			As
Dollars in thousands		Reported			Restated			Reported			Restated
Cash flows from operating activities:
	Distributions from equity investments				$	3,532					$	2,520
Net cash provided by operating activities		$	160,154			163,686		$	78,408			80,928
Cash flows from investing activities:
	Equity investments redeemed		3,532						22,520
	Investments redeemed		1,175			1,175			983			20,983
	Distributions to minority owners		(11,677	)					(3,060	)
Net cash used in investing activities			(94,297	)		(86,152	)		(35,776	)		(35,236	)
Cash flows from financing activities:
	Distributions to minority owners					(11,677	)					(3,060	)
Net cash used in financing activities			(62,119	)		(73,796	)		(12,276	)		(15,336	)
Net increase in cash and cash equivalents			3,738			3,738			30,356			30,356
Cash and cash equivalents at beginning of period			241,018			241,018			136,491			136,491
Cash and cash equivalents at end of period			244,756			244,756			166,847			166,847

Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the six months ended February 28, 2006 and 2005 are as follows:

		2006						2005
		As						As
		Previously			As			Previously			As
Dollars in thousands		Reported			Restated			Reported			Restated
Cash flows from operating activities:
	Distributions from equity investments				$	11,946					$	24,870
Net cash provided by (used in) operating activities		$	27,175			39,121		$	(144,837	)		(119,967	)
Cash flows from investing activities:
	Equity investments redeemed		40,846						36,945
	Investments redeemed		3,218			32,118			2,093			14,168
Net cash used in investing activities			(51,615	)		(63,561	)		(60,195	)		(85,065	)
Net cash (used in) provided by financing activities			(136,835	)		(136,835	)		262,074			262,074
Net (decrease) increase in cash and cash equivalents			(161,275	)		(161,,275	)		57,042			57,042
Cash and cash equivalents at beginning of period			241,018			241,018			136,491			136,491
Cash and cash equivalents at end of period			79,743			79,743			193,533			193,533

Summarized results of previously reported and restated Consolidated Statements of Cash Flows for the nine months ended May 31, 2006 and 2005 are as follows:

		2006						2005
		As						As
		Previously			As			Previously			As
Dollars in thousands		Reported			Restated			Reported			Restated
Cash flows from operating activities:
	Distributions from equity investments				$	53,340					$	52,602
Net cash provided by (used in) operating activities		$	227,026			280,366		$	(95,495	)		(42,893	)
Cash flows from investing activities:
	Equity investments redeemed		53,340						52,602
	Investments redeemed		4,155			4,155			3,114			3,114
Net cash used in investing activities			(174,995	)		(228,335	)		(110,167	)		(162,769	)
Net cash (used in) provided by financing activities			(156,122	)		(156,122	)		303,640			303,640
Net (decrease) increase in cash and cash equivalents			(104,091	)		(104,,091	)		97,978			97,978
Cash and cash equivalents at beginning of period			241,018			241,018			136,491			136,491
Cash and cash equivalents at end of period			136,927			136,927			234,469			234,469