- Quarterly Report (10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended May 31, 2011

Commission file number: 33-83868

AMERICAN CRYSTAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

Minnesota		84-0004720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

101 North Third Street

Moorhead, Minnesota 56560

(Address of principal executive offices)

Telephone Number (218) 236-4400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). YES o NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock		Outstanding at July 6, 2011
$10 Par Value		2,780

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AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

		PAGE NO.

PART I	FINANCIAL INFORMATION

ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

	CONSOLIDATED BALANCE SHEETS	1

	CONSOLIDATED STATEMENTS OF OPERATIONS	3

	CONSOLIDATED STATEMENTS OF CASH FLOWS	4

	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4.	(REMOVED AND RESERVED)	23
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	24

SIGNATURES		26

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American Crystal Sugar Company

Consolidated Balance Sheets

(Unaudited)

(In Thousands)

Assets

	May 31						August 31
	2011			2010			2010*
Current Assets:
Cash and Cash Equivalents	$	120		$	122		$	128
Receivables:
Trade	80,044			67,265			52,608
Members	4,955			4,907			5,195
Other	1,358			730			4,080
Advances to Related Parties	49,410			958			15,243
Inventories	490,518			367,753			204,117
Prepaid Expenses	1,469			1,623			815

Total Current Assets	627,874			443,358			282,186

Property and Equipment:
Land and Land Improvements	79,012			69,745			73,804
Buildings	126,530			122,562			124,533
Equipment	958,210			909,040			942,346
Construction in Progress	25,585			21,433			16,737
Less Accumulated Depreciation	(813,995		)	(776,657		)	(775,904		)

Net Property and Equipment	375,342			346,123			381,516

Net Property and Equipment Held for Lease	95,422			104,869			102,333

Other Assets:
Investments in CoBank, ACB	7,348			8,771			8,771
Investments in Marketing Cooperatives	1,386			481			1,094
Restricted Cash from Revenue Bonds	2,835			—			—
Other Assets	11,284			11,864			11,778

Total Other Assets	22,853			21,116			21,643

Total Assets	$	1,121,491		$	915,466		$	787,678

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

* Derived from audited financial statements

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American Crystal Sugar Company

Consolidated Balance Sheets

(Unaudited)

(In Thousands)

Liabilities and Members’ Investments

	May 31						August 31
	2011			2010			2010*
Current Liabilities:
Short-Term Debt	$	248,394		$	136,037		$	5,000
Current Maturities of Long-Term Debt	5,765			11,522			375
Accounts Payable	20,713			20,235			37,298
Advances Due to Related Parties	5,455			1,662			5,697
Accrued Continuing Costs	117,625			86,126			—
Other Current Liabilities	39,392			36,488			42,626
Amounts Due Growers	147,792			106,388			137,133

Total Current Liabilities	585,136			398,458			228,129

Long-Term Debt, Net of Current Maturities	149,933			130,552			140,698

Accrued Employee Benefits	66,286			46,529			77,584

Other Liabilities	10,759			11,694			10,657

Total Liabilities	812,114			587,233			457,068

Commitments and Contingencies

Members’ Investments:
Preferred Stock	38,275			38,275			38,275
Common Stock	27			28			28
Additional Paid-In Capital	152,261			152,261			152,261
Unit Retains	164,027			164,249			193,779
Accumulated Other Comprehensive Income (Loss)	(78,362		)	(58,370		)	(85,986		)
Retained Earnings (Accumulated Deficit)	(13,920		)	(20,123		)	(18,456		)

Total American Crystal Sugar Company Members’ Investments	262,308			276,320			279,901

Noncontrolling Interests	47,069			51,913			50,709

Total Members’ Investments	309,377			328,233			330,610

Total Liabilities and Members’ Investments	$	1,121,491		$	915,466		$	787,678

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

* Derived from audited financial statements

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American Crystal Sugar Company

Consolidated Statements of Operations

(Unaudited)

(In Thousands)

	For the Nine Months Ended						For the Three Months Ended
	May 31						May 31
	2011			2010			2011			2010
Net Revenue	$	1,144,631		$	917,219		$	414,804		$	329,449

Cost of Sales	56,229			143,308			124,371			97,845

Gross Proceeds	1,088,402			773,911			290,433			231,604

Selling, General and Administrative Expenses	210,143			177,047			75,908			59,197
Accrued Continuing Costs	117,625			86,126			(14,199		)	4,471

Operating Proceeds	760,634			510,738			228,724			167,936

Other Income (Expense):
Interest Income	111			15			60			(18		)
Interest Expense, Net	(6,658		)	(6,622		)	(2,301		)	(2,144		)
Other, Net	(113		)	(121		)	48			(41		)

Total Other Income (Expense)	(6,660		)	(6,728		)	(2,193		)	(2,203		)

Proceeds Before Income Tax Expense	753,974			504,010			226,531			165,733

Income Tax Expense	(3,452		)	(2,778		)	(666		)	(876		)

Consolidated Net Proceeds	750,522			501,232			225,865			164,857

Less: Net Proceeds Attributable to Noncontrolling Interests	(4,631		)	(5,006		)	(1,845		)	(1,806		)

Net Proceeds Attributable to American Crystal Sugar Company	$	745,891		$	496,226		$	224,020		$	163,051

Distributions of Net Proceeds Attributable to American Crystal Sugar Company:
Credited (Charged) to American Crystal Sugar Company’s Members’ Investments:
Non-Member Business Income	$	4,536		$	3,759		$	959		$	1,015
Unit Retains Declared to Members	—			—			—			—
Net Credit to American Crystal Sugar Company’s Members’ Investments	4,536			3,759			959			1,015
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared	741,355			492,467			223,061			162,036
Total	$	745,891		$	496,226		$	224,020		$	163,051

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

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American Crystal Sugar Company

Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)

	For the Nine Months Ended
	May 31
	2011			2010
Cash Provided By (Used In) Operating Activities:
Net Proceeds Attributable to American Crystal Sugar Company	$	745,891		$	496,226
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared	(741,355		)	(492,467		)
Add (Deduct) Non-Cash Items:
Depreciation and Amortization	52,491			50,611
(Income)/Loss from Equity Method Investees	(14		)	5
Loss on the Disposition of Property and Equipment	238			182
Non-Cash Portion of Patronage Dividend from CoBank, ACB	(75		)	(147		)
Deferred Gain Recognition	(47		)	(47		)
Noncontrolling Interests	4,631			5,006
Changes in Assets and Liabilities:
Receivables	(24,474		)	(4,192		)
Inventories	(286,401		)	(186,442		)
Prepaid Expenses	(646		)	(801		)
Non Current Pension Asset/Liability	(5,415		)	3,290
Advances To/Due to Related Parties	(34,409		)	21,585
Accounts Payable	(8,872		)	(11,445		)
Accrued Continuing Costs	117,625			86,126
Other Liabilities	(1,631		)	7,079
Amounts Due Growers	10,659			19,170
Net Cash Used In Operating Activities	(171,804		)	(6,261		)

Cash Provided By (Used In) Investing Activities:
Purchases of Property and Equipment	(45,038		)	(37,473		)
Purchases of Property and Equipment Held for Lease	(1,644		)	(2,357		)
Proceeds from the Sale of Property and Equipment	61			18
Restricted Cash from Revenue Bonds	(2,835		)	—
Equity Refund from CoBank, ACB	1,498			1,487
Changes in Other Assets	(242		)	(284		)
Net Cash Used In Investing Activities	(48,200		)	(38,609		)

Cash Provided By (Used In) Financing Activities:
Net Proceeds from Short-Term Debt	243,394			90,048
Proceeds from Issuance of Long-Term Debt	15,000			—
Long-Term Debt Repayment	(375		)	(19,788		)
Payment of Unit Retains	(29,752		)	(17,352		)
Distributions to Noncontrolling Interests	(8,271		)	(8,043		)
Net Cash Provided By Financing Activities	219,996			44,865
Decrease In Cash and Cash Equivalents	(8		)	(5		)
Cash and Cash Equivalents, Beginning of Year	128			127

Cash and Cash Equivalents, End of Period	$	120		$	122

Non-Cash Investing Activities: Purchases of Property and Equipment include the changes in accounts payable related to these purchases of ($7,713,000) and ($3,703,000) for the nine months ended May 31, 2011 and 2010, respectively.

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

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AMERICAN CRYSTAL SUGAR COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS AND THREE MONTHS ENDED

May 31, 2011 and 2010

(Unaudited)

Note 1: Basis of Presentation

The unaudited consolidated financial statements of American Crystal Sugar Company (Company) contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2010.

The Company’s consolidated financial statements are comprised of: American Crystal Sugar Company; its wholly-owned subsidiaries Sidney Sugars Incorporated (Sidney Sugars) and Crab Creek Sugar Company (Crab Creek); and ProGold Limited Liability Company (ProGold), a limited liability company in which the Company holds a 51 percent ownership interest. All material inter-company transactions have been eliminated.

The operating results for the nine months ended May 31, 2011, are not necessarily indicative of the results that may be expected for the year ended August 31, 2011. The amount paid to shareholders for sugarbeets (member beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs incurred during the remainder of the fiscal year associated with the 2010 Red River Valley sugarbeet crop (RRV crop). The amount paid to non-member growers for sugarbeets (non-member beet payment) depends on the future selling prices of sugar and the related selling expenses associated with the 2010 Sidney Sugars sugarbeet crop (Sidney crop). For the purposes of this report, the amount of the beet payments, future revenues and costs have been estimated. Therefore, adjustments with respect to these estimates may be necessary in the future, as additional information becomes available.

Note 2: Recently Issued Accounting Pronouncements

In January 2010, the FASB issued an update to the authoritative guidance which contains amendments and clarification to the guidance related to the disclosures involving recurring or nonrecurring fair value measurements. The new disclosures and clarifications became effective and were adopted by the Company in the third quarter of fiscal 2010 except for the disclosures about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements which becomes effective for the Company in the first quarter of fiscal 2012. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

In December 2010, the FASB issued an update to the authoritative guidance which modifies step one of the goodwill impairment test for reporting units with zero or negative carrying amounts. The guidance provided by this update becomes effective for the Company in the first quarter of fiscal 2012. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

In May 2011, the FASB issued an update to the authoritative guidance which establishes common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS). The guidance provided by this update becomes effective for the Company in the third quarter of fiscal 2012. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

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In June 2011, the FASB issued an update to the authoritative guidance which improves the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. The guidance provided by this update becomes effective for the Company in the first quarter of fiscal 2013. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

Note 3: Accounts Receivable and Credit Policies

The Company grants credit, individually and through its marketing cooperatives, to its customers, which are primarily companies in the food processing industry located throughout the United States.

Trade receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 15 to 90 days from the invoice date. The receivables are non-interest bearing. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

Ongoing credit evaluations of customers’ financial condition are performed and the Company maintains a reserve for potential credit losses. The carrying amount of trade receivables is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that will not be collected. The Company determines a receivable to be uncollectable and is written off against the reserve based on several criteria including such items as the credit evaluation of a customer’s financial condition, the aging of the receivable and previous unsuccessful collection efforts.

Note 4: Inventories

The major components of inventories are as follows (In Thousands):

	May 31 2011		May 31 2010		August 31 2010
Sugar, Pulp, Molasses, Other Agri-Products and Sugarbeet Seed	$	440,056	$	326,917	$	154,602
Unprocessed Sugarbeets	—		—		4,396
Maintenance Parts and Operating Supplies	50,462		40,836		45,119

Total Inventories	$	490,518	$	367,753	$	204,117

Sugar, pulp, molasses and other agri-products inventories are valued at estimated net realizable value. Unprocessed sugarbeets are valued at the estimated gross beet payment. Maintenance parts, operating supplies and sugarbeet seed inventories are valued at the lower of average cost or market.

Note 5: Short-Term Debt

The Company has a seasonal line of credit through June 1, 2011 with a consortium of lenders led by CoBank, ACB of $400.0 million. On June 1, 2011, the seasonal line of credit with this consortium of lenders is reduced to $320.0 million and is available through July 30, 2012. The Company also has a line of credit with Wells Fargo Bank for $1.0 million. The Company’s commercial paper program provides short-term borrowings up to the amount of the CoBank, ACB seasonal line of credit, currently $400.0 million. Any borrowings under the commercial paper program along with outstanding short-term letters of credit will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount.

The Company can also utilize the Commodity Credit Corporation (CCC) to meet its short-term borrowing needs. The Company can borrow funds on a non-recourse basis from the CCC, with repayment of such funds secured by sugar. The limitations on such borrowings are based on the amount of the Company’s sugar inventory and certain loan covenant restrictions by CoBank, ACB. As of May 31, 2011, the Company had the capacity to obtain non-recourse loans from the CCC of approximately $301.6 million. The Company has not utilized the CCC during fiscal 2011.

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As of May 31, 2011, the Company had outstanding commercial paper of $248.4 million at average interest rates of .38% to .53% and maturity dates between June 1, 2011 and July 6, 2011. The Company had no outstanding short-term debt with CoBank, ACB, Wells Fargo Bank or the CCC as of May 31, 2011. The Company had $3.3 million of short-term letters of credit outstanding as of May 31, 2011. The unused seasonal line of credit as of May 31, 2011 was $149.3 million.

As of May 31, 2010, the Company had a seasonal line of credit through July 30, 2012, with a consortium of lenders led by CoBank, ACB of $320.0 million and a line of credit with Wells Fargo Bank for $1.0 million. The Company’s commercial paper program provided short-term borrowings of up to $320.0 million. Any borrowings under the commercial paper program along with outstanding short-term letters of credit will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount. As of May 31, 2010, the Company had outstanding commercial paper of $136.0 million at average interest rates of .43% to .57% and maturity dates between June 1, 2010 and June 16, 2010. The Company had no outstanding short-term debt with CoBank, ACB or the CCC as of May 31, 2010. The Company had $3.0 million of short-term letters of credit outstanding as of May 31, 2010. The unused seasonal line of credit as of May 31, 2010 was $182.0 million.

Note 6: Long-Term Debt

The Company has a long-term debt line of credit through July 30, 2015, with CoBank, ACB of $132.1 million, against which $21.3 million in loans and $70.4 million in long-term letters of credit were outstanding as of May 31, 2011. The unused long-term line of credit as of May 31, 2011, was $40.4 million. In addition, the Company had long-term debt outstanding, as of May 31, 2011, of $50 million from a private placement of Senior Notes that occurred in September of 1998 and $84.4 million from five separate issuances of Pollution Control and Industrial Development Revenue Bonds.

On December 16, 2010, the Company closed a bond issuance for $15.0 million. The City of Moorhead, Minnesota (the Issuer) issued the Recovery Zone Facility Revenue Bonds (American Crystal Sugar Company Project) Series 2010 in the principal amount of $15.0 million (the Bonds). Proceeds of the Bonds are being used by the Company to construct a tower diffuser and associated enclosure at the Company’s sugar beet processing facility in Moorhead, Minnesota. The principal amount of the Bonds of $3.0 million is due on June 1, 2024 and the remaining principal amount of the bonds is due in equal payments of $4.0 million each on June 1 of the subsequent three years. The Bonds carry fixed interest rates of 5.35% and 5.65%. Interest on the Bonds is payable semiannually on each June 1 and December 1, commencing June 1, 2011. As of May 31, 2011, $2.8 million of the proceeds from the bond issuance were held by a Trustee and will be released as the Company provides documentation of allowable expenditures to the Trustee. The unreleased proceeds are reflected on the accompanying Company’s Consolidated Balance Sheet under Other Assets as “Restricted Cash from Revenue Bonds.”

As of May 31, 2010, the Company had long-term debt availability through December 31, 2011, with CoBank, ACB of $156.6 million, of which $22.3 million in loans and $69.4 million in long-term letters of credit were outstanding as of May 31, 2010. The unused long-term line of credit as of May 31, 2010, was $64.9 million. In addition, the Company had long-term debt outstanding, as of May 31, 2010, of $50 million from a private placement of Senior Notes that occurred in September of 1998 and $69.8 million from five separate issuances of Pollution Control and Industrial Development Revenue Bonds.

Note 7: Interest Paid and Interest Capitalized

Interest paid, net of amounts capitalized, was $6.0 million and $5.9 million for the nine months ended May 31, 2011 and 2010, respectively and $3.5 million and $3.0 million for the three months ended May 31, 2011 and 2010, respectively. Interest capitalized was $ .4 million and $ .3 million for the nine months ended May 31, 2011 and 2010, respectively and $ .2 million and $ .1 million for the three months ended May 31, 2011 and 2010, respectively.

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Note 8: Derivative Instruments and Hedging Activities

The Company, as a result of its operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates which may adversely affect its results of operations and financial position. In seeking to minimize the risks and/or costs associated with such activities, the Company may enter into derivative contracts.

The Company manages its foreign currency related risks primarily through the use of foreign currency forward contracts. The contracts held by the Company are denominated in Euros. The Company has entered into foreign currency forward contracts that are designated as cash flow hedges of exchange rate risk related to foreign currency-denominated purchases of equipment. Inputs used to measure the fair value of the foreign currency forward contracts are contained within level 1 of the fair value hierarchy. At May 31, 2011, the Company had cash flow hedges for approximately 299,000 Euros with maturity dates of June 15, 2011 to November 15, 2011. At May 31, 2011, the fair value of the open contracts was a gain of approximately $8,000 recorded in accumulated other comprehensive income/(loss) in members’ equity. At May 31, 2010, the Company had cash flow hedges for approximately 178,000 Euros with maturity dates of June 1, 2010 to October 15, 2010. At May 31, 2010, the fair value of the open contracts was a loss of approximately $32,000 recorded in accumulated other comprehensive income/(loss) in members’ equity. Amounts deferred to accumulated other comprehensive income/(loss) will be reclassified into the cost of the equipment when the actual purchase takes place.

The Company is exposed to interest risk primarily through its borrowing activities. On December 24, 2009, the Company entered into an interest rate swap contract associated with a $27.3 million Industrial Development Revenue Bond issue that matures on September 1, 2019. The interest rate swap contract requires payment of a fixed interest rate of 2.827 % and the receipt of a variable rate of interest based on the Securities Industry and Financial Market Association (SIFMA) index of .238 % as of May 31, 2011 on $27.3 million of indebtedness. The Company has designated this interest rate swap contract as a cash flow hedge. Inputs used to measure the fair value of the interest rate swap contracts are contained within level 2 of the fair value hierarchy. As of May 31, 2011, the fair value of the cash flow hedge reflected a loss of approximately $1.7 million recorded in accumulated other comprehensive income/(loss) and will be reclassified to interest expense over the life of the swap contract. No ineffectiveness was recognized in earnings during the quarter ended May 31, 2011. The current period loss of $174,000 is classified as interest expense on the statements of operations. As of May 31, 2011, $695,000 of deferred net losses on the interest rate swap contract contained in accumulated other comprehensive income/(loss) are expected to be reclassified to earnings during the next 12 months. As of May 31, 2010, the fair value of the cash flow hedge, was a loss of approximately $602,000 recorded in accumulated other comprehensive income/(loss).

Fair Value of Asset Derivatives as of May 31

(In Thousands)	Balance Sheet Location	2011		2010
Derivatives Designated as Hedging Instruments:
Foreign Currency Forward Contracts	Prepaid Expenses	$	8	$	—

Total Asset Derivatives		$	8	$	—

Fair Value of Liability Derivatives as of May 31

(In Thousands)	Balance Sheet Location	2011		2010
Derivatives Designated as Hedging Instruments:
Foreign Currency Forward Contracts	Other Current Liabilities	$	—	$	32
Interest Rate Contracts	Other Current Liabilities	695		—
Interest Rate Contracts	Other Long-Term Liabilities	967		602

Total Liability Derivatives		$	1,662	$	634

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Note 9: Accrued Continuing Costs

For interim reporting, the net proceeds from member business is based on the estimated gross beet payment and the percentage of the tons of sugarbeets processed to the total estimated tons of sugarbeets to be processed for a given crop year. The net proceeds from the operations of Sidney Sugars is based on the forecasted net income for the fiscal year and the percentage of the tons of non-member sugarbeets processed to the total estimated tons of non-member sugarbeets to be processed for a given fiscal year.

Accrued continuing costs represent the difference between the net proceeds as determined above and actual member business crop year and Sidney Sugars fiscal year revenues realized and expenses incurred through the end of the reporting period. Accrued continuing costs are reflected in the Consolidated Financial Statements as a cost on the Consolidated Statements of Operations and as a current liability on the Consolidated Balance Sheets.

Note 10: Net Periodic Pension and Post-Retirement Costs

The following schedules provide the components of the Net Periodic Pension and Post-Retirement Costs for the nine months and three months ended May 31, 2011 and 2010:

Components of Net Periodic Pension Cost

	For the Nine Months Ended						For the Three Months Ended
	May 31						May 31
(In Thousands)	2011			2010			2011			2010
Service Cost	$	3,430		$	2,724		$	1,144		$	908
Interest Cost	6,783			6,845			2,261			2,282
Expected Return on Plan Assets	(7,672		)	(7,443		)	(2,558		)	(2,481		)
Amortization of Prior Service Costs	742			987			248			329
Amortization of Net Actuarial Loss	7,117			5,205			2,373			1,735
Net Periodic Pension Cost	$	10,400		$	8,318		$	3,467		$	2,773

Components of Net Periodic Post-Retirement Cost

	For the Nine Months Ended						For the Three Months Ended
	May 31						May 31
(In Thousands)	2011			2010			2011			2010
Service Cost	$	481		$	726		$	160		$	242
Interest Cost	1,151			1,391			384			464
Amortization of Net Actuarial Gain	(607		)	(515		)	(202		)	(172		)
Net Periodic Post-Retirement Cost	$	1,025		$	1,602		$	342		$	534

The Company made contributions of $15.0 million to the pension plans during the nine months ended May 31, 2011 and is not anticipating making any further contributions to the pension plans during the remainder of the fiscal year. The Company has contributed and made benefit payments of approximately $66,000 related to the Supplemental Executive Retirement Plans during the nine months ended May 31, 2011. The Company expects to contribute and make benefit payments totaling approximately $99,000 this fiscal year related to the Supplemental Executive Retirement Plans.

The Company has contributed and made benefit payments of approximately $768,000 related to the post-retirement plans during the nine months ended May 31, 2011. The Company expects to

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contribute and make benefit payments of approximately $1.0 million related to the post-retirement plans during the current fiscal year.

Note 11: Members’ Investments

			Shares	Shares Issued
	Par Value		Authorized	& Outstanding
Preferred Stock:
July 6, 2011	$	76.77	600,000	498,570
May 31, 2011	$	76.77	600,000	498,570
August 31, 2010	$	76.77	600,000	498,570
May 31, 2010	$	76.77	600,000	498,570

Common Stock:
July 6, 2011	$	10.00	4,000	2,780
May 31, 2011	$	10.00	4,000	2,751
August 31, 2010	$	10.00	4,000	2,768
May 31, 2010	$	10.00	4,000	2,765

Note 12: Shipping and Handling Costs

The costs incurred for the shipping and handling of products sold are classified in the financial statements as a selling expense on the Statements of Operations. Shipping and handling costs were $145.5 million and $118.2 million for the nine months ended May 31, 2011 and 2010, respectively and $52.4 million and $40.7 million for the three months ended May 31, 2011 and 2010, respectively.

Note 13: Segment Reporting

The Company has identified two reportable segments: Sugar and Leasing. The sugar segment is engaged primarily in the production and marketing of sugar from sugarbeets. It also sells agri-products and sugarbeet seed. The leasing segment is engaged in the leasing of a corn wet-milling plant used in the production of high-fructose corn syrup sweetener. The segments are managed separately. There are no inter-segment sales. The leasing segment has a major customer that accounts for all of that segment’s revenue.

Summarized financial information concerning the Company’s reportable segments for the nine months and three months ended May 31, 2011 and 2010, is shown below:

	For the Nine Months Ended May 31, 2011
	(Dollars In Thousands)
	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	1,126,562		$	18,069		$	1,144,631
Gross Proceeds	$	1,078,861		$	9,541		$	1,088,402
Depreciation and Amortization	$	43,963		$	8,528		$	52,491
Interest Income	$	111		$	—		$	111
Interest Expense	$	6,657		$	1		$	6,658
Income from Equity Method Investees	$	14		$	—		$	14
Other Income/(Expense), Net	$	(100	)	$	(27	)	$	(127	)
Consolidated Net Proceeds	$	741,072		$	9,450		$	750,522

Capital Additions	$	37,325		$	1,644		$	38,969

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	For the Nine Months Ended May 31, 2010
	(Dollars In Thousands)
	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	898,436		$	18,783		$	917,219
Gross Proceeds	$	763,542		$	10,369		$	773,911
Depreciation and Amortization	$	42,197		$	8,414		$	50,611
Interest Income	$	15		$	—		$	15
Interest Expense	$	6,621		$	1		$	6,622
Loss from Equity Method Investees	$	(5	)	$	—		$	(5	)
Other Income/(Expense), Net	$	(26	)	$	(90	)	$	(116	)
Consolidated Net Proceeds	$	491,015		$	10,217		$	501,232

Capital Additions	$	33,770		$	2,357		$	36,127

	For the Three Months Ended May 31, 2011
	(Dollars In Thousands)
	Sugar		Leasing		Consolidated
Net Revenue from External Customers	$	408,174	$	6,630	$	414,804
Gross Proceeds	$	286,649	$	3,784	$	290,433
Depreciation and Amortization	$	13,129	$	2,846	$	15,975
Interest Income	$	60	$	—	$	60
Interest Expense	$	2,300	$	1	$	2,301
Income from Equity Method Investees	$	11	$	—	$	11
Other Income/(Expense), Net	$	37	$	—	$	37
Consolidated Net Proceeds	$	222,102	$	3,763	$	225,865

Capital Additions	$	11,437	$	1,155	$	12,592

	For the Three Months Ended May 31, 2010
	(Dollars In Thousands)
	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	322,903		$	6,546		$	329,449
Gross Proceeds	$	227,866		$	3,738		$	231,604
Depreciation and Amortization	$	12,628		$	2,808		$	15,436
Interest Income	$	(18	)	$	—		$	(18	)
Interest Expense	$	2,143		$	1		$	2,144
Loss from Equity Method Investees	$	(4	)	$	—		$	(4	)
Other Income/(Expense), Net	$	(4	)	$	(33	)	$	(37	)
Consolidated Net Proceeds	$	161,172		$	3,685		$	164,857

Capital Additions	$	14,158		$	1,070		$	15,228

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	As of May 31, 2011
	(Dollars In Thousands)
	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	375,342	$	—	$	375,342
Assets Held for Lease, Net	$	—	$	95,422	$	95,422
Segment Assets	$	1,022,797	$	98,694	$	1,121,491

	As of May 31, 2010
	(Dollars In Thousands)
	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	346,123	$	—	$	346,123
Assets Held for Lease, Net	$	—	$	104,869	$	104,869
Segment Assets	$	806,487	$	108,979	$	915,466

Note 14: Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market prices are generally not available for the Company’s financial instruments. Fair values are based on judgments regarding anticipated cash flows, future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates involve uncertainties and matters of judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Long-Term Debt, Inclusive of Current Maturities - Based upon discounted cash flows and current borrowing rates with similar maturities, the fair value of the long-term debt as of May 31, 2011 was approximately $157.8 million in comparison to the carrying value of $155.7 million. The fair value of the long-term debt as of May 31, 2010 was approximately $135.9 million in comparison to the carrying value of $142.1 million.

Investments in CoBank, ACB and Investments in Marketing Cooperatives - The Company believes it is not practical to estimate the fair value of these investments without incurring excessive costs because there is no established market for these securities and equity interests, and it is inappropriate to estimate future cash flows which are largely dependent on future earnings of these organizations.

Foreign Currency Forward Contracts —Based on a variety of pricing factors, which include the market price of the foreign currency forward contract available in the dealer-market, the fair value of the open contracts as of May 31, 2011 was an asset of approximately $8,000. The fair value of the open contracts as of May 31, 2010 was a liability of approximately $32,000. Inputs used to measure the fair value of the foreign currency forward contracts are quoted prices in active markets for identical assets or liabilities and therefore are contained within level 1 of the fair value hierarchy. See the tables below.

Interest Rate Contracts — Based on the zero coupon method in which the term, notional amount, and repricing date of the interest rate swap match the term, repricing date, and principal amount of the interest-bearing liability on which the hedging interest payments are due, the fair value of the interest rate contract as of May 31, 2011 was a liability of approximately $1.7 million. The fair value of the interest rate contract as of May 31, 2010 was a liability of approximately $602,000. Inputs used to measure the fair value of the interest rate swap contracts are quoted prices in active markets for similar assets or liabilities and therefore are contained within level 2 of the fair value hierarchy. See the tables below.

The tables below reflect the assets and liabilities measured at fair value on a recurring basis as of May 31, 2011 and 2010.

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	Fair Value of Assets as of May 31, 2011
(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	8	$	—	$	—	$	8
Total	$	8	$	—	$	—	$	8

	Fair Value of Liabilities as of May 31, 2011
(In Thousands)	Level 1		Level 2		Level 3		Total
Interest Rate Contracts	$	—	$	1,662	$	—	$	1,662
Total	$	—	$	1,662	$	—	$	1,662

	Fair Value of Liabilities as of May 31, 2010
(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	32	$	—	$	—	$	32
Interest Rate Contracts	—		602		—		602
Total	$	32	$	602	$	—	$	634

Note 15: Environmental Matters

The Company is subject to extensive federal and state environmental laws and regulations with respect to water and air quality, solid waste disposal and odor and noise control. The Company conducts an ongoing compliance program designed to comply with these environmental laws and regulations. The Company believes that it is in substantial compliance with applicable environmental laws and regulations. From time to time, however, the Company may be involved in investigations or determinations regarding matters that may arise in the ordinary course of business. The Company works closely with all affected government agencies to resolve environmental issues that have arisen and believes such issues will be resolved without any material adverse effect on the Company.

The Company’s sugar manufacturing process is energy intensive and generates carbon dioxide and other “Greenhouse Gases” (GHGs). Several bills have been passed or introduced in the United States Senate and House of Representatives that would regulate GHGs and carbon dioxide emissions to reduce the impact of global climate change. The Company believes it is likely that industries generating GHGs, including the Company, will be subject to either federal or state regulation relating to climate change policies in the relatively near future. These policies, if adopted, will increase the Company’s energy and other operating costs. Depending on how these policies address imports, the domestic sugar market may have a competitive disadvantage compared with imported sugar. These policies could have a significant negative impact on the Company’s beet payment to shareholders if the Company is not able to pass the increased costs on to the Company’s customers.

On November 25, 2008, the Company entered into a stipulation agreement with the Minnesota Pollution Control Agency (MPCA) related to hydrogen sulfide emissions from its Crookston, East Grand Forks and Moorhead, Minnesota factories. As part of the stipulation agreement, the Company has agreed to make certain capital expenditures over the subsequent three years and implement specified changes in operating procedures to contain hydrogen sulfide emissions at the Minnesota factories. The Company is on schedule with the agreed to changes.

Including the expenditures related to the MPCA stipulation agreement, the Company has identified capital expenditures for environmental related projects over the next three years at the Company’s factory locations of approximately $10.7 million.

Note 16: Legal Matters

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shareholders to harvest the 2010 root crop even though it was produced primarily from Roundup Ready® sugarbeet seed but vacated the original decision by USDA to deregulate the use of Roundup Ready® sugarbeet seed. As a result, the planting of Roundup Ready® sugarbeet seed after August 13, 2010 was prohibited until further action was taken by USDA.

On February 4, 2011, the USDA issued an Environmental Assessment that partially deregulated Roundup Ready® sugarbeet seed, an action that allows for the planting of Roundup Ready® sugarbeet seed for the 2011 sugarbeet crop, subject to certain conditions. On March 23, 2011 the Company entered into a compliance agreement with the USDA that sets forth the growing conditions the Company and its shareholders must comply with in order to plant Roundup Ready® sugarbeet seed. On March 30, the Company’s Board of Directors authorized the planting of Roundup Ready® sugarbeet seed for the 2011 growing season. This authorization allows the Company shareholders to choose between conventional sugarbeet seed and Roundup Ready® sugarbeet seed.

The compliance agreement between the Company and USDA includes a number of conditions that individual shareholders, and the Company as a whole, must strictly observe. Failure to comply with the conditions may result in a shareholder not being permitted to harvest his or her crop. In addition, a shareholder’s noncompliance could result in a breach of the compliance agreement by the Company, which conceivably could mean that no Roundup Ready beets planted by any shareholder could be harvested. Certain requirements must be satisfied before a shareholder will be permitted to obtain any Roundup Ready® sugarbeet seed.

The same plaintiffs who have repeatedly raised legal challenges to the planting of Roundup Ready® sugarbeet seed have made public statements that they plan to continue to oppose the use of the technology. Although the Company believes the risk is low, the possibility exists that a subsequent ruling by the District Court could result in the inability of shareholders to harvest their Roundup Ready sugarbeets (and the Company not being permitted to process them) or to plant Roundup Ready® sugarbeet seed in subsequent years. Any failure of the Company or its shareholders to comply with the mandatory conditions imposed on Roundup Ready® sugarbeets could also adversely affect the ability to harvest the affected sugarbeets. If a significant number of shareholders are not allowed to harvest their Roundup Ready® sugarbeets for any reason, the Company could experience material adverse financial consequences that would impact both the Company and its members.

In order to mitigate the risk of non-delivery by a shareholder who plants Roundup Ready® sugarbeet seed, both the five year agreement that each shareholder already has in place with the Company as well as a Roundup Ready® addendum that must be signed in order to plant Roundup Ready varieties, include language that obligates the shareholder to pay liquidated damages equal to the Company’s fixed costs if their Roundup Ready beets are not harvested for legal or regulatory reasons. This liquidated damage requirement is in place to ensure that a possible legal decision that prevents the harvest of Roundup Ready beets will not financially damage the Company and those shareholders that grow conventional sugarbeets.

Note 17: Subsequent Events

The Company has evaluated events through the date that the financial statements were issued for potential recognition or disclosure in the May 31, 2011 financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Nine Months and Three Months Ended May 31, 2011 and 2010

This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “believe”, “may” and similar expressions. The Company’s actual results could differ materially from those indicated. Risk factors that could cause or contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, and available quantity and quality of sugarbeets. For a more complete discussion of “Risk Factors”, please refer to the Company’s 2010 Form 10-K.

OVERVIEW

The harvest of the Red River Valley and the Sidney sugarbeet crops grown during 2010 and to be processed during fiscal 2011 produced a total of 11.7 million tons of sugarbeets, or approximately 26.4 tons of sugarbeets per acre from approximately 445,000 acres. This represents an increase in total tons harvested of approximately 11.9 percent compared to the 2009 crop. The sugar content of the 2010 crop is 18.0 percent as compared to the 16.7 percent sugar content of the 2009 crop. The Company expects to produce a total of approximately 35.6 million hundredweight of sugar from the 2010 crop, an increase of approximately 22.6 percent compared to the 2009 crop.

Net proceeds attributable to American Crystal Sugar Company for fiscal 2011 is expected to be approximately 42 percent higher than in fiscal 2010. This expected increase is primarily due to increased tons harvested and an increase in the sugar content of the sugarbeets resulting in the increased production of sugar and agri-products. Also contributing to this expected increase are higher anticipated net selling prices for sugar. These anticipated increases will be partially offset by anticipated higher operating costs.

RESULTS OF OPERATIONS

Comparison of the Nine Months Ended May 31, 2011 and 2010

Revenue for the nine months ended May 31, 2011, was $1.1 billion, an increase of $227.4 million from the nine months ended May 31, 2010. The table below reflects the percentage changes in product revenues, prices and volumes for the nine months ended May 31, 2011, as compared to the nine months ended May 31, 2010.

Product	Revenue		Selling Price		Volume
Sugar	26.9	%	12.9	%	12.4	%
Pulp	15.6	%	-7.1	%	24.4	%
Molasses	6.3	%	-7.1	%	14.4	%
CSB	24.3	%	-1.7	%	26.5	%
Betaine	15.7	%	14.1	%	1.4	%

The increases in selling prices for sugar and betaine reflect strong markets due to supply and demand factors. The decrease in the selling price of pulp, molasses and CSB is the result of lower prices for competing alternative products in the marketplace. The increase in the volumes of all our products reflects the impact of more product availability due to larger sugarbeet crops and the increased sugar content of the sugarbeets this year as compared to the previous year.

Rental revenue on the ProGold operating lease was $18.1 million and $18.8 million for the nine months ended May 31, 2011 and 2010, respectively.

Cost of sales for the nine months ended May 31, 2011, exclusive of payments to members for sugarbeets, decreased $87.1 million as compared to the nine months ended May 31, 2010. This decrease was primarily related to the following:

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· At the end of each reporting period, product inventories are recorded at their net realizable value. The change in the net realizable value of the product inventories from the beginning of the reporting period is recorded on the balance sheet as either an increase or decrease to inventories with a corresponding dollar for dollar adjustment to cost of sales on the statement of operations. The increase in the net realizable value of product inventories for the nine months ended May 31, 2011 was $325.7 million as compared to an increase of $187.2 million for the nine months ended May 31, 2010 resulting in a $138.5 million favorable change in the cost of sales between the two years as shown in the table below:

Change in the Net Realizable Value of Product Inventories

	For the Nine Months Ended May 31
(In Millions)	2011			2010			Change
Beginning Product Inventories at Net Realizable Value	$	(111.8	)	$	(137.6	)	$	25.8	(1)

Ending Product Inventories at Net Realizable Value	437.5			324.8			112.7		(2)

Increase in the Net Realizable Value of Product Inventories	$	325.7		$	187.2		$	138.5

(1) The change is primarily due to a 22.6 percent decrease in the hundredweight of sugar inventory as of August 31, 2010 as compared to August 31, 2009 partially offset by an 11.3 percent increase in the per hundredweight net realizable value of sugar inventory as of August 31, 2010 as compared to August 31, 2009; a 35.4 percent decrease in the tons of pulp inventory as of August 31, 2010 as compared to August 31, 2009; and a 47.3 percent decrease in the per ton net realizable value of pulp inventory as of August 31, 2010 as compared to August 31, 2009

(2) The change is primarily due to a 26.4 percent increase in the hundredweight of sugar inventory as of May 31, 2011 as compared to May 31, 2010 and a 9.0 percent increase in the per hundredweight net realizable value of sugar as of May 31, 2011 compared to May 31, 2010 partially offset by a 24.9 percent decrease in tons of pulp inventory as of May 31, 2011 compared to May 31, 2010.

· Factory operating costs increased $24.3 million for the nine months ended May 31, 2011, as compared to the nine months ended May 31, 2010 primarily due to an increase in the tons harvested and processed this year. These increases were partially offset by higher grower freight reimbursements resulting from an increase in tons harvested this year.

· The cost recognized associated with the non-member sugarbeets increased $16.7 million for the nine months ended May 31, 2011, when compared to the nine months ended May 31, 2010. This increase was primarily due to an increase in the projected per ton sugarbeet payment for the Sidney crop this year and an increase in the tons purchased and processed.

· In the event that the Company’s growers would not be able to plant Roundup Ready® sugarbeets or the growers would choose to plant conventional sugarbeet seed for the 2011 crop, the Company secured chemicals for the growers related to growing conventional sugarbeets. Most of the growers chose to plant Roundup Ready® sugarbeets for the 2011 crop and as a result, the Company has recognized an expense of approximately $9.0 million related to the reduction in the carrying value of the chemicals.

· Due to low sugar inventory levels at the beginning of fiscal 2011, the Company’s sugar marketing agent, United Sugars Corporation, purchased and sold additional sugar to meet our customers’ needs during the first quarter of fiscal 2011. As a result, the costs associated with purchased sugar were $2.5 million higher for the nine months ended May 31, 2011, as compared to the nine months ended May 31, 2010.

Selling, general and administrative expenses increased $33.1 million for the nine months ended May 31, 2011, as compared to the nine months ended May 31, 2010. Selling expenses increased $32.1 million primarily due to an increase in shipping and handling costs associated with increased volumes of sugar and agri-products sold. General and administrative expenses increased $1.0 million due to general cost increases.

Net proceeds attributable to American Crystal Sugar Company increased $249.7 million for the nine months ended May 31, 2011, as compared to the nine months ended May 31, 2010. This increase was primarily due to more tons of sugar beets processed, higher sugar content of the sugarbeets and increased sugar selling prices.

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Comparison of the Three Months Ended May 31, 2011 and 2010

Revenue for the three months ended May 31, 2011, was $414.8 million, an increase of $85.4 million from the three months ended May 31, 2010. The table below reflects the percentage changes in product revenues, prices and volumes for the three months ended May 31, 2011, as compared to the three months ended May 31, 2010.

Product	Revenue		Selling Price		Volume
Sugar	27.4	%	14.4	%	11.4	%
Pulp	22.3	%	-0.3	%	22.7	%
Molasses	13.5	%	-6.4	%	21.2	%
CSB	31.9	%	-2.7	%	35.5	%
Betaine	43.6	%	18.9	%	20.8	%

The increases in selling prices for sugar and betaine reflect strong markets due to supply and demand factors. The decrease in the selling prices of pulp, molasses and CSB is the result of lower prices for competing alternative products in the marketplace. The increase in the volumes of all our products reflects the impact of more product availability due to larger sugarbeet crops and the increased sugar content of the sugarbeets this year as compared to the previous year.

Rental revenue on the ProGold operating lease was $6.6 million and $6.5 million for the three months ended May 31, 2011 and 2010, respectively.

Cost of sales for the three months ended May 31, 2011, exclusive of payments to members for sugarbeets, increased $26.5 million as compared to the three months ended May 31, 2010. This increase was primarily related to the following:

· At the end of each reporting period, product inventories are recorded at their net realizable value. The change in the net realizable value of the product inventories from the beginning of the reporting period is recorded on the balance sheet as either an increase or decrease to inventories with a corresponding dollar for dollar adjustment to cost of sales on the statement of operations. The decrease in the net realizable value of product inventories for the three months ended May 31, 2011 was $17.9 million as compared to an decrease of $3.9 million for the three months ended May 31, 2010 resulting in a $14.0 million unfavorable change in the cost of sales between the two years as shown in the table below:

Change in the Net Realizable Value of Product Inventories

	For the Three Months Ended May 31
(In Millions)	2011			2010			Change
Beginning Product Inventories at Net Realizable Value	$	(455.4	)	$	(328.7	)	$	(126.7	)(1)

Ending Product Inventories at Net Realizable Value	437.5			324.8			112.7		(2)

(Decrease) in the Net Realizable Value of Product Inventories	$	(17.9	)	$	(3.9	)	$	(14.0	)

(1) The change is primarily due to a 25.3 percent increase in the hundredweight of sugar inventory as of February 28, 2011 as compared to February 28, 2010 and a 12.8 percent increase in the per hundredweight net realizable value of sugar as of February 28, 2011 compared to February 28, 2010 partially offset by a 7.6 percent decrease in tons of pulp inventory and a 3.3 percent decrease in the per ton net realizable value of pulp as of February 28, 2011 compared to February 28, 2010.

· Factory operating costs increased $6.3 million for the three months ended May 31, 2011, as compared to the three months ended May 31, 2010 primarily due to an increase in the cost of energy related items, increased maintenance costs and increased property taxes.

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Selling, general and administrative expenses increased $16.7 million for the three months ended May 31, 2011, as compared to the three months ended May 31, 2010. Selling expenses increased $15.4 million primarily due to an increase in shipping and handling costs associated with increased volumes of sugar and agri-products sold. General and administrative expenses increased $1.3 million due to general cost increases.

Net proceeds attributable to American Crystal Sugar Company increased $61.0 million for the three months ended May 31, 2011, as compared to the three months ended May 31, 2010. This increase was primarily due to increased sugar production and increased sugar selling prices.

LIQUIDITY AND CAPITAL RESOURCES

Under the Company’s agreement with its shareholders, payments for member-delivered sugarbeets for each crop year are calculated based on the revenues from sugar and agri-products derived from the sugarbeet crop less all member business expenses. In addition, the beet payments made to member growers and non-member growers are paid in three payments over the course of a year, and the member payments are made net of any anticipated unit retain for the crop. These procedures have the effect of providing the Company with an additional source of short-term capital.

Because sugar is sold throughout the year (while sugarbeets are processed primarily in the fall, winter and spring) and because substantial amounts of equipment are required for its operations, the Company has utilized substantial outside financing on both a seasonal and long-term basis to fund its operations. The majority of such financing has been provided by a consortium of lenders led by CoBank, ACB.

The Company has a seasonal line of credit through June 1, 2011 with a consortium of lenders led by CoBank, ACB of $400.0 million, against which there was no outstanding balance as of May 31, 2011. On June 1, 2011, the seasonal line of credit with this consortium of lenders is reduced to $320.0 million and is available through July 30, 2012. The Company also has a line of credit with Wells Fargo Bank for $1.0 million, against which there was no outstanding balance as of May 31, 2011. The Company’s commercial paper program provides short-term borrowings up to the amount of the CoBank, ACB seasonal line of credit, currently $400.0 million. As of May 31, 2011 approximately $248.4 million of commercial paper was outstanding. The Company had $3.3 million of short-term letters of credit outstanding as of May 31, 2011. Any borrowings under the commercial paper program along with outstanding short-term letters of credit will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount. The unused short-term line of credit as of May 31, 2011, was $149.3 million.

Under the Farm Bill, the Company can borrow funds on a non-recourse basis from the CCC, with repayment of such funds secured by sugar. The limitations on such borrowings are based on the amount of the Company’s sugar inventory and certain loan covenant restrictions by CoBank, ACB. As of May 31, 2011, the Company had the capacity to obtain non-recourse loans from the CCC of approximately $301.6 million. The Company has not utilized the CCC during fiscal 2011.

The Company also has a long-term debt line of credit through July 30, 2015, with CoBank, ACB of $132.1 million, against which $21.3 million in loans and $70.4 million in long-term letters of credit were outstanding as of May 31, 2011. The unused long-term line of credit as of May 31, 2011, was $40.4 million. In addition, the Company had long-term debt outstanding, as of May 31, 2011, of $50 million from a private placement of Senior Notes that occurred in September of 1998 and $84.4 million from five separate issuances of Pollution Control and Industrial Development Revenue Bonds.

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The Company had outstanding purchase commitments totaling $21.3 million as of May 31, 2011, for equipment and construction contracts related to various capital projects.

As of May 31, 2011, Midwest had outstanding short-term debt with CoBank, ACB of $8.7 million, of which $5.5 million was guaranteed by the Company.

The net cash used in operations was $171.8 million for the nine months ended May 31, 2011, as compared to $6.3 million for the nine months ended May 31, 2010. This increase in cash used of $165.5 million was primarily the result of the following:

· Reflected in the change in the net cash used in operating activities is a net cash increase of $2.4 million from the prior year which was the result of increased revenue of $227.4 million and a decrease in costs of $23.9 million partially offset by and an increase in the member gross beet payment of $248.9 million.

· There was a net unfavorable change in assets and liabilities from the prior year of $167.9 million primarily comprised of the following:

· The decrease in cash related to receivables of $20.3 million is primarily due to an increase in the selling price of sugar this year and the timing of the deliveries of products and collections.

· The decrease in cash related to the change in inventories of $100.0 million was primarily due to an increase in the hundredweight of sugar inventory and an increased net realizable value per hundredweight of sugar partially offset by a decrease in tons of pulp inventory.

· The decreases in cash are related to changes in other liabilities of $8.7 million, non-current pension asset/liabilities of $8.7 million and the increase in cash of $2.6 million related to accounts payable are due to the timing of payments.

· The decrease in cash related to changes in advances to related parties of $56.0 million was primarily due to additional cash requirements of our marketing agents.

· The increase in cash related to changes in accrued continuing costs of $31.5 million was the result of the differences in the timing of revenues and expenses between the two years.

· The decrease in cash related to the Amount Due Growers of $8.5 million was due to an increase in the current year’s total estimated grower payment based on an increase in tons harvested and a higher estimated per ton member grower payment this year as compared to this time last year.

The net cash used in investing activities was $48.2 million for the nine months ended May 31, 2011, as compared to $38.6 million to the nine months ended May 31, 2010. The increase of $9.6 million was primarily due to the increased purchases of property and equipment of $6.9 million and the remaining restricted cash of $2.8 million from a bond issuance.

The net cash provided by financing activities was $220.0 million for the nine months ended May 31, 2011, as compared to $44.9 million for the nine months ended May 31, 2010. This increase of $175.1 million was primarily due to increased net proceeds from short- term debt of $153.3 million, proceeds

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from a bond issuance of $15.0 million, reduced payments on long term debt of $19.4 million partially offset by an increase in unit retains paid of $12.4 million.

The Company anticipates that the funds necessary for working capital requirements and future capital expenditures will be derived from operations and unit retains along with short-term and long-term borrowings.

OTHER

Environmental

Employees

Substantially all of the hourly employees at the Company’s Red River Valley factories, including full-time and seasonal employees, are represented by the Bakery, Confectionery, Tobacco Workers and Grain Millers (BCTGM) AFL-CIO, and are covered by a collective bargaining agreement expiring July 31, 2011. Office, clerical and management employees are not unionized, except for certain office employees at the Moorhead and Crookston, Minnesota, and Hillsboro, North Dakota, factories who are covered by the collective bargaining agreement with the BCTGM.

Negotiations between the Company and the BCTGM on a new collective bargaining agreement are in progress. The Company’s goal is to reach a fair agreement that recognizes the important contributions that every employee makes while ensuring the Company can remain a strong employer into the future. However, in the event that an agreement cannot be reached by the expiration date of the current agreement, a strike or a lockout is possible. Although the Company has contingency plans to continue to meet its obligations to its customers and shareholders in the event of a strike or a lockout, a disruption in the Company’s operations may occur.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, exchange rates, commodity prices, equity prices and other market changes. Market risk is attributed to all market-risk sensitive financial instruments, including long-term debt.

The Company does not believe that there is any material market risk exposure with respect to interest rates, exchange rates, commodity prices, equity prices and other market changes that would require disclosure under this item.

Item 4. Controls and Procedures

The Company’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of May 31, 2011. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the chief executive officer and chief financial officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Company required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time and in the ordinary course of its business, the Company is named as a defendant in legal proceedings related to various issues, including worker’s compensation claims, tort claims and contractual disputes. The Company is currently involved in certain legal proceedings, which have arisen in the ordinary course of the Company’s business. The Company is also aware of certain other potential claims, which could result in the commencement of legal proceedings. The Company carries insurance, which provides protection against certain types of claims. With respect to current litigation and potential claims of which the Company is aware, the Company’s management believes that (i) the Company has insurance protection to cover all or a portion of any judgments which may be rendered against the Company with respect to certain claims or actions and (ii) any judgments which may be entered against the Company and which may exceed such insurance coverage or which may arise in actions involving potential liabilities not covered by insurance policies are not likely to have a material adverse effect upon the Company, or its assets or operations.

On September 21, 2009 the U.S. District Court (District Court) ruled against the U.S. Department of Agriculture (USDA) finding that the USDA violated federal law by failing to prepare an Environmental Impact Statement (EIS) before deregulating Roundup Ready® sugarbeets. On August 13, 2010 at an interim remedies hearing, the District Court issued a ruling confirming the ability of the shareholders to harvest the 2010 root crop even though it was produced primarily from Roundup Ready® sugarbeet seed but vacated the original decision by USDA to deregulate the use of Roundup Ready® sugarbeet seed. As a result, the planting of Roundup Ready® sugarbeet seed after August 13, 2010 was prohibited until further action was taken by USDA.

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The compliance agreement between the Company and USDA includes a number of conditions that individual shareholders, and the Company as a whole, must strictly observe. Failure to comply with the conditions may result in a shareholder not being permitted to harvest his or her crop. In addition, a shareholder’s noncompliance could result in a breach of the compliance agreement by the Company, which conceivably could mean that no Roundup Ready beets planted by any shareholder would be harvested. Certain requirements must be satisfied before a shareholder will be permitted to obtain any Roundup Ready® sugarbeet seed.

The same plaintiffs who have repeatedly raised legal challenges to the planting of Roundup Ready® sugarbeet seed have made public statements that they plan to continue to oppose the use of the technology. Although the Company believes the risk is low, the possibility exists that a subsequent ruling by the District Court could result in the inability of shareholders to harvest their Roundup Ready sugarbeets (and the Company not being permitted to process them) or to plant Roundup Ready® sugarbeet seeds in subsequent years. Any failure of the Company or its shareholders to comply with the mandatory conditions imposed on Roundup Ready® sugarbeets could also adversely affect the ability to harvest the affected sugarbeets. If a significant number of shareholders are not allowed to harvest their Roundup Ready® sugarbeets for any reason the Company could experience material adverse financial consequences that would impact both the Company and its members.

In order to mitigate the risk of non-delivery by a shareholder who plants Roundup Ready® sugarbeet seeds, both the five year agreement that each shareholder already has in place with the Company as well as a Roundup Ready® addendum that must be signed in order to plant Roundup Ready® varieties, include language that obligates the shareholder to pay liquidated damages equal to the Company’s fixed costs if their Roundup Ready beets are not harvested for legal or regulatory reasons. This liquidated damage requirement is in place to ensure that a possible legal decision that prevents the harvest of Roundup Ready® beets will not financially damage the Company and also those shareholders that grow conventional sugarbeets.

Item 1A. Risk Factors.

For a detailed discussion of certain risk factors that could affect the Company’s operations, financial condition or results for future periods, see Item 1A, Risk factors, in the Company’s 2010 Annual Report on Form 10-K.

Quantity and quality of sugarbeets is sensitive to weather and other factors such as seed varieties.

A significant decrease in the quantity of sugarbeets harvested would result in higher unit operating costs and lower earnings. If we are unable to manage the quantity and quality of sugarbeets available for processing, we could experience material adverse financial consequences that would impact both us and our members.

Although the Company believes the risk is low, the possibility exists that a subsequent ruling by the District Court could result in the inability of shareholders to harvest their Roundup Ready sugarbeets (and the Company not being permitted to process them) or to plant Roundup Ready® sugarbeet seeds in subsequent years. If a significant number of shareholders are not allowed to harvest their Roundup Ready® sugarbeets for any reason the Company could experience material adverse financial consequences that would impact both the Company and its members.

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In order to mitigate the risk of non-delivery by a shareholder who plants Roundup Ready® sugarbeet seeds, both the five year agreement that each shareholder already has in place with the Company as well as a Roundup Ready® addendum that must be signed in order to plant Roundup Ready varieties, include language that obligates the shareholder to pay liquidated damages equal to the Company’s fixed costs if their Roundup Ready beets are not harvested for legal or regulatory reasons. This liquidated damage requirement is in place to ensure that a possible legal decision that prevents the harvest of Roundup Ready beets will not financially damage the Company and those shareholders that grow conventional sugarbeets. The Company cannot be certain of its success in collecting such liquidated damages.

If we are unable to reach agreement on a new collective bargaining agreement, a disruption in our operations may occur.

Substantially all of the hourly employees at our Red River Valley factories, including full-time and seasonal employees, are represented by the Bakery, Confectionery, Tobacco Workers and Grain Millers (BCTGM) AFL-CIO, and are covered by a collective bargaining agreement expiring July 31, 2011. Office, clerical and management employees are not unionized, except for certain office employees at the Moorhead and Crookston, Minnesota, and Hillsboro, North Dakota, factories who are covered by the collective bargaining agreement with the BCTGM.

Negotiations between us and the BCTGM on a new collective bargaining agreement are in progress. Our goal is to reach a fair agreement that recognizes the important contributions that every employee makes while ensuring we can remain a strong employer into the future. However, in the event that an agreement cannot be reached by the expiration date of the current agreement, a strike or a lockout is possible. Although we have contingency plans to continue to meet our obligations to our customers and shareholders in the event of a strike or a lockout, a disruption in our operations may occur.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.

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Item 6. Exhibits

Item No.		Method of Filing

3.1	Restated Articles of Incorporation of American Crystal Sugar Company	Incorporated by reference to Exhibit 3(i) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

3.2	Restated By-laws of American Crystal Sugar Company	Incorporated by reference to Exhibit 3(ii) from the Company’s Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.

4.1	Restated Articles of Incorporation of American Crystal Sugar Company	See Exhibit 3.1

4.2	Restated By-laws of American Crystal Sugar Company	See Exhibit 3.2

10.1	Form of Operating Agreement between Registrant and ProGold Limited Liability Company	Incorporated by reference to Exhibit 10(u) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

10.2	Registrant’s Senior Note Purchase Agreement	Incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.3	Registrant’s Senior Note Inter-creditor and Collateral Agency Agreement	Incorporated by reference to Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.4	Registrant’s Senior Note Restated Mortgage and Security Agreement	Incorporated by reference to Exhibit 10.26 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

+10.5	Long Term Incentive Plan, dated June 23, 1999	Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2000

10.6	Registrant’s Senior Note Purchase Agreement dated January 15, 2003	Incorporated by reference to Exhibit 10.29 from the Company’s Form 10-Q for the quarter ended February 28, 2003

+10.7	Long Term Incentive Plan, dated August 24, 2005	Incorporated by reference to Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2005

+10.8	Employment Agreement dated March 21, 2007 between the Registrant and David A. Berg.	Incorporated by reference to Exhibit 10.26 from the Company’s Form 10-Q for the quarter ended February 28, 2007.

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10.9	Growers’ Contract (5-year Agreement) for the crop years 2008 through 2012	Incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2007

10.10	Amended and Restated Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 20, 2007.	Incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2008

10.11	Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated November 25, 2008	Incorporated by reference to Exhibit 10.19 from the Company’s Form 10-Q for the quarter ended November 30, 2008

+10.12	Restated Supplemental Executive Retirement Plan, dated December 5, 2008	Incorporated by reference to Exhibit 10.20 from the Company’s Form 10-Q for the quarter ended November 30, 2008

+10.13	Restated Board of Directors Deferred Compensation Plan, dated December 8, 2008	Incorporated by reference to Exhibit 10.21 from the Company’s Form 10-Q for the quarter ended November 30, 2008

+10.14	First Amendment to 2005 Long-Term Incentive Plan, dated December 20, 2006.	Incorporated by reference to Exhibit 10.22 from the Company’s Form 10-Q for the quarter ended February 28, 2009

+10.15	Second Amendment to 2005 Long-Term Incentive Plan, dated November 5, 2007.	Incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended February 28, 2009

+10.16	Third Amendment to 2005 Long-Term Incentive Plan, dated December 11, 2008.	Incorporated by reference to Exhibit 10.24 from the Company’s Form 10-Q for the quarter ended February 28, 2009

10.17	Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2009.	Incorporated by reference to Exhibit 10.17 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009

10.18	Amended and Restated Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2009.	Incorporated by reference to Exhibit 10.18 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009

10.19	Amended and Restated Member Control Agreement between Registrant and Golden Growers Cooperative dated September 1, 2009.	Incorporated by reference to Exhibit 10.19 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009

10.20	First Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2010.	Incorporated by reference to Exhibit 10.20 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010

+10.21	Fourth Amendment to 2005 Long-Term Incentive Plan, dated August 1, 2010.	Incorporated by reference to Exhibit 10.21 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010

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10.22	Administrative Consent Agreement between the Registrant and the North Dakota Department of Health dated September 7, 2010.	Incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010

10.23	Second Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated November 4, 2010.	Incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended November 30, 2010

21.1	List of Subsidiaries of the Registrant	Incorporated by reference to Exhibit 21.1 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010

31.1	Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Executive Officer	Accompanying herewith electronically

31.2	Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Financial Officer	Accompanying herewith electronically

32.1	Section 1350 Certification of the Chief Executive Officer	Accompanying herewith electronically

32.2	Section 1350 Certification of the Chief Financial Officer	Accompanying herewith electronically

+ A management contract or compensatory plan required to be filed with this report.

SIGNATURES

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

		AMERICAN CRYSTAL SUGAR COMPANY
		(Registrant)


Date:	July 15, 2011		/s/ Teresa Warne
			Teresa Warne
			Corporate Controller,
			Chief Accounting Officer
			Duly Authorized Officer

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