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~~November 3130, 2012

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 x 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.

		~~Outstanding at~~	Outstanding at
~~Class of Common Stock~~	Class of Common Stock	~~July 9, 2012~~	January 9, 2013
~~$10 Par Value~~	$10 Par Value	~~2,765~~	2,763

Table of Contents

AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

		~~PAGE NO.~~	PAGE NO.
PART I	~~FINANCIAL INFORMATION~~	FINANCIAL INFORMATION
ITEM 1.	~~CONSOLIDATED FINANCIAL STATEMENTS~~	CONSOLIDATED FINANCIAL STATEMENTS
	~~CONSOLIDATED BALANCE SHEETS~~	1CONSOLIDATED BALANCE SHEETS	1
	~~CONSOLIDATED STATEMENTS OF OPERATIONS~~	3CONSOLIDATED STATEMENTS OF OPERATIONS	3
	CONSOLIDATED STATEMENTS OF CASH FLOWS	4
		CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	5
		CONSOLIDATED STATEMENTS OF CASH FLOWS	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
		NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 4.	CONTROLS AND PROCEDURES	22
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
PART II	OTHER INFORMATION
ITEM 4.		CONTROLS AND PROCEDURES	19
ITEM 1.	LEGAL PROCEEDINGS	23
PART II		OTHER INFORMATION
ITEM 1A.	RISK FACTORS	24
ITEM 1.		LEGAL PROCEEDINGS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 1A.		RISK FACTORS	20
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 4.	MINE SAFETY DISCLOSURES	25
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	20
ITEM 5.	OTHER INFORMATION	25
ITEM 4.		MINE SAFETY DISCLOSURES	20
ITEM 6.	EXHIBITS	26
ITEM 5.		OTHER INFORMATION	20
SIGNATURES		28
ITEM 6.		EXHIBITS	21
SIGNATURES			23

Table of Contents

American Crystal Sugar Company

Consolidated Balance Sheets

(Unaudited)

(In Thousands)

Assets

	May 31						August 31
	November 30						August 31
	2012			2011			~~2011~~2012*
Current Assets:
Cash and Cash Equivalents	$	~~120~~126		$	~~120~~127		$	~~127~~123
Receivables:
Trade	7080,~~770~~180			8076,~~044~~623			7872,~~215~~314
Members	45,~~828~~590			4,~~955~~548			54,~~889~~817
Other	15,~~332~~033			15,~~358~~749			45,~~961~~938
Advances to Related Parties	268,~~488~~909			493,~~410~~072			3234,~~184~~619
Inventories	~~485~~901,~~090~~906			~~490~~718,~~518~~296			~~244~~272,~~038~~686
Prepaid Expenses	12,~~624~~760			12,~~469~~381			~~739~~904
Total Current Assets	~~590~~1,~~252~~004,504			~~627~~810,~~874~~796			~~366~~391,~~153~~401
Property and Equipment:
Land and Land Improvements	8488,~~054~~578			7983,~~012~~781			8388,~~852~~186
Buildings	~~135~~137,~~987~~160			~~126~~135,~~530~~378			~~134~~137,~~534~~156
Equipment	~~999~~1,~~006~~029,117			~~958~~994,~~210~~992			~~992~~1,~~911~~023,625
Construction in Progress	148,~~041~~239			254,~~585~~217			29,~~064~~353
Less Accumulated Depreciation	(~~854~~866,~~471~~078		)	(~~813~~829,~~995~~108		)	(~~814~~852,~~946~~369		)
Net Property and Equipment	~~378~~397,~~617~~016			~~375~~389,~~342~~260			~~398~~405,~~415~~951
Net Property and Equipment Held for Lease	8682,~~173~~179			9590,~~422~~540			9284,~~824~~095
Other Assets:
Investments in CoBank, ACB	6,131			7,348			76,~~348~~131
Investments in Marketing Cooperatives	~~1,326~~82			21,~~404~~098			~~997~~82
Restricted Cash from Revenue Bonds	—			2,835			—
Other Assets	12,133			12,291			11,820
Other Assets	11,951			11,284			12,370
Total Other Assets	18,346			20,737			18,033
Total Other Assets	19,408			23,871			20,715
Total Assets	$	1,502,045		$	1,311,333		$	899,480
Total Assets	$	1,074,450		$	1,122,509		$	878,107

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
	November 30						August 31
	2012			2011			~~2011~~2012*
Current Liabilities:
Short-Term Debt	$	~~297~~386,~~007~~390		$	~~248~~361,~~394~~812		$	66110,~~197~~640
Current Maturities of Long-Term Debt	280			5,765			~~5,765~~280
Accounts Payable	3035,~~627~~660			2038,~~713~~130			3354,~~641~~911
Advances Due to Related Parties	24,~~127~~322			54,~~455~~029			45,~~831~~307
Accrued Continuing Costs	6967,~~609~~970			~~117~~18,~~625~~810			—
Other Current Liabilities	4237,~~138~~768			3933,~~455~~979			4150,~~723~~055
Amounts Due Growers	83383,~~507~~365			~~147~~279,~~792~~257			~~160~~99,~~886~~359
Total Current Liabilities	~~525~~915,~~295~~755			~~585~~741,~~199~~782			~~313~~320,~~043~~552
Long-Term Debt, Net of Current Maturities	128,360			~~149~~128,~~933~~640			128,~~640~~360
Accrued Employee Benefits	5694,~~112~~868			6662,~~286~~400			6394,~~844~~653
Other Liabilities	11,731			11,714			11,081
Advances Due to Related Parties	4,815			—			5,033
Total Liabilities	721,498			813,132			516,608
Other Liabilities	12,816			12,608			10,692
Total Liabilities	1,156,614			945,430			559,290
Commitments and Contingencies
Members’ Investments:
Preferred Stock	38,275			38,275			38,275
Preferred Stock, Shares Outstanding: 498,570; 498,570 and 498,570	38,275			38,275			38,275
Common Stock	28			27			28
Common Stock, Shares Outstanding: 2,765; 2,770 and 2,764	28			28			28
Additional Paid-In Capital	152,261			152,261			152,261
Unit Retains	~~188~~216,~~806~~035			~~164~~207,~~027~~563			~~207~~216,~~599~~035
Accumulated Other Comprehensive Income (Loss)	(67106,~~188~~176		)	(7870,~~362~~047		)	(71108,~~903~~970		)
Retained Earnings (Accumulated Deficit)	(14,~~590~~520		)	(136,~~920~~934		)	(91,~~715~~180		)
Total American Crystal Sugar Company Members’ Investments	~~310~~304,~~592~~943			~~262~~321,~~308~~146			~~316~~298,~~545~~809
Noncontrolling Interests	4240,~~360~~488			4744,~~069~~757			4441,~~954~~381
Total Members’ Investments	~~352~~345,~~952~~431			~~309~~365,~~377~~903			~~361~~340,~~499~~190
Total Liabilities and Members’ Investments	$	1,~~074~~502,~~450~~045		$	1,~~122~~311,~~509~~333		$	~~878~~899,~~107~~480

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

November 30

2012

2011

~~2012~~

~~2011~~

Net Revenue

1408,~~079,784~~937

1363,~~144,631~~272

~~372,537~~

~~414,804~~

Cost of Sales

~~227~~(31,~~608~~390

)

5681,~~229~~182

~~158,988~~

~~124,371~~

Gross Proceeds

~~852~~440,~~176~~327

1282,~~088,402~~090

~~213,549~~

~~290,433~~

Selling, General and Administrative Expenses

~~217~~76,~~674~~959

~~210~~71,~~143~~424

~~75,148~~

~~75,908~~

Accrued Continuing Costs

6967,~~609~~970

~~117~~18,~~625~~810

~~(15,660~~

)

~~(14,199~~

)

Operating Proceeds

~~564~~295,~~893~~398

~~760~~191,~~634~~856

~~154,061~~

~~228,724~~

Other Income (Expense):

Interest Income

212

~~111~~17

Interest Expense, Net

(51,~~868~~867

)

(61,~~658~~681

)

~~(1,987~~

)

~~(2,301~~

)

Other, Net

(~~182~~1

)

~~(113~~14

)

~~(248~~

)

Total Other Income (Expense)

(61,~~029~~866

)

(61,~~660~~650

)

~~(2,233~~

)

~~(2,193~~

)

Proceeds Before Income Tax Expense

~~558~~293,~~864~~532

~~753~~190,~~974~~206

~~151,828~~

~~226,531~~

Income Tax Expense

(52,~~646~~321

)

(31,~~452~~933

)

~~(663~~

)

~~(666~~

)

Consolidated Net Proceeds

~~553~~291,~~218~~211

~~750~~188,~~522~~273

~~151,165~~

~~225,865~~

Less: Net Proceeds Attributable to Noncontrolling Interests

(41,~~756~~732

)

(41,~~631~~552

)

~~(1,680~~

)

~~(1,845~~

)

Net Proceeds Attributable to American Crystal Sugar Company

~~548~~289,~~462~~479

~~745~~186,~~891~~721

~~149,485~~

~~224,020~~

Distributions of Net Proceeds Attributable to American Crystal Sugar Company:

Credited (Charged) to American Crystal Sugar Company’s Members’ Investments:

Non-Member Business Income

83,~~125~~340

42,~~536~~781

~~954~~

~~959~~

Unit Retains Declared to Members

—

Net Credit to American Crystal Sugar Company’s Members’ Investments

83,~~125~~340

42,~~536~~781

~~954~~

~~959~~

Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared

~~540~~286,~~337~~139

~~741~~183,~~355~~940

~~148,531~~

~~223,061~~

Total

~~548~~289,~~462~~479

~~745~~186,~~891~~721

~~149,485~~

~~224,020~~

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

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American Crystal Sugar Company

Consolidated Statements of ~~Cash~~Comprehensive ~~Flows~~Income

(Unaudited)

(In Thousands)

	For the Nine Months Ended
	For the Three Months Ended
	May 31
	November 30
	2012			2011
Cash Provided By (Used In) Operating Activities:
Non-Member Business Income	$	3,340		$	2,781
Net Proceeds Attributable to American Crystal Sugar Company	$	548,462		$	745,891
Pension & Post-Retirement Adjustment	2,474			1,605
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared	(540,337		)	(741,355		)
OCI of Equity Method Investees	218			82
Add (Deduct) Non-Cash Items:
Foreign Currency Forward Contract Adjustment	18			(7		)
Depreciation and Amortization	49,412			52,491
Derivative Interest Rate Contract Adjustment	84			176
Income from Equity Method Investees	(82		)	(14		)
Total Comprehensive Income	$	6,134		$	4,637
Loss on the Disposition of Property and Equipment	299			238
Non-Cash Portion of Patronage Dividend from CoBank, ACB	(49		)	(75		)
Deferred Gain Recognition	(47		)	(47		)
Noncontrolling Interests	4,756			4,631
Changes in Assets and Liabilities:
Receivables	12,135			(24,474		)
Inventories	(241,052		)	(286,401		)
Prepaid Expenses	(889		)	(646		)
Advances To/Due to Related Parties	2,992			(34,409		)
Accounts Payable	1,872			(8,872		)
Accrued Continuing Costs	69,609			117,625
Other Liabilities	(2,148		)	(7,046		)
Amounts Due Growers	(77,379		)	10,659
Net Cash Used In Operating Activities	(172,446		)	(171,804		)
Cash Provided By (Used In) Investing Activities:
Purchases of Property and Equipment	(25,392		)	(45,038		)
Purchases of Property and Equipment Held for Lease	(2,154		)	(1,644		)
Proceeds from the Sale of Property and Equipment	1			61
Restricted Cash from Revenue Bonds	—			(2,835		)
Equity Refund from CoBank, ACB	1,266			1,498
Changes in Other Assets	(184		)	(242		)
Net Cash Used In Investing Activities	(26,463		)	(48,200		)
Cash Provided By (Used In) Financing Activities:
Net Proceeds from Short-Term Debt	230,810			243,394
Proceeds from Issuance of Long-Term Debt	—			15,000
Long-Term Debt Repayment	(5,765		)	(375		)
Payment of Unit Retains	(18,793		)	(29,752		)
Distributions to Noncontrolling Interests	(7,350		)	(8,271		)
Net Cash Provided By Financing Activities	198,902			219,996
Decrease In Cash and Cash Equivalents	(7		)	(8		)
Cash and Cash Equivalents, Beginning of Year	127			128
Cash and Cash Equivalents, End of Period	$	120		$	120

Non-Cash Investing Activities: Purchases of Property and Equipment include the changes in accounts payable related to these purchases of ($4,886,000) and ($7,713,000) for the nine months ended May 31, 2012 and 2011, respectively.

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 Three Months Ended
	November 30
	2012			2011
Cash Provided By (Used In) Operating Activities:
Net Proceeds Attributable to American Crystal Sugar Company	$	289,479		$	186,721
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared	(286,139		)	(183,940		)
Add (Deduct) Non-Cash Items:
Depreciation and Amortization	17,087			17,515
Income from Equity Method Investees	—			(19		)
Loss on the Disposition of Property and Equipment	18			21
Deferred Gain Recognition	(16		)	(16		)
Noncontrolling Interests	1,732			1,552
Changes in Assets and Liabilities:
Receivables	(7,734		)	2,145
Inventories	(629,220		)	(474,258		)
Prepaid Expenses	(1,856		)	(1,646		)
Advances To/Due to Related Parties	24,725			28,310
Accounts Payable	(11,277		)	10,414
Accrued Continuing Costs	67,970			18,810
Other Liabilities	(7,353		)	(5,868		)
Amounts Due Growers	284,006			118,371
Net Cash Used In Operating Activities	(258,578		)	(281,888		)

Cash Provided By (Used In) Investing Activities:
Purchases of Property and Equipment	(13,082		)	(11,247		)
Purchases of Property and Equipment Held for Lease	(950		)	(573		)
Changes in Other Assets	(512		)	(122		)
Net Cash Used In Investing Activities	(14,544		)	(11,942		)

Cash Provided By (Used In) Financing Activities:
Net Proceeds from Short-Term Debt	275,750			295,615
Payment of Unit Retains	—			(36		)
Distributions to Noncontrolling Interests	(2,625		)	(1,749		)
Net Cash Provided By Financing Activities	273,125			293,830
Increase In Cash and Cash Equivalents	3			—
Cash and Cash Equivalents, Beginning of Year	123			127

Cash and Cash Equivalents, End of Period	$	126		$	127

Non-Cash Investing Activities: Purchases of Property and Equipment include the changes in accounts payable related to these purchases of ($7,975,000) and ($5,925,000) for the three months ended November 30, 2012 and 2011, 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~~November 3130, 2012 and 2011

(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, ~~2011~~2012.

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.

~~Certain~~The ~~reclassifications~~operating ~~have~~results ~~been~~for ~~made~~the tothree ~~the~~months ~~May~~ended November 3130, ~~2011~~2012 ~~consolidated~~are ~~financial~~not ~~statements~~necessarily toindicative ~~conform~~of ~~with~~the results that may be expected for the ~~May~~year ended August 31, 2013. 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 2012 ~~presentation~~Red River Valley sugarbeet crop (RRV crop). ~~These~~The ~~reclassifications~~amount ~~had~~paid noto ~~effect~~non-member growers for sugarbeets (non-member beet payment) depends on ~~previously~~the ~~reported~~future ~~results~~selling prices of ~~operations~~sugar and the related selling expenses associated with the 2012 Sidney Sugars sugarbeet crop (Sidney crop). For the purposes of this report, ~~cash~~the ~~flows~~amount orof ~~Members’~~the ~~Investments~~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.

The operating results for the nine months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the year ended August 31, 2012. 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 2011 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 2011 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 ~~May~~June 2011, the FASB issued an update to the authoritative guidance which ~~establishes~~improves ~~common~~the ~~requirements~~comparability, ~~for~~consistency ~~measuring fair value~~ and ~~for~~transparency ~~disclosing~~of ~~information~~financial ~~about~~reporting ~~fair~~and ~~value~~increases ~~measurements~~the inprominence ~~accordance~~of ~~with~~items ~~U.S.~~reported ~~generally~~in ~~accepted~~other ~~accounting~~comprehensive ~~principles (GAAP) and International Financial Reporting Standards (IFRS)~~income. The guidance provided by this update became effective and was adopted by the Company in the ~~third~~first quarter of fiscal ~~2012~~2013.

In ~~June~~September 2011, the FASB issued an update to the authoritative guidance which ~~improves~~reduces the ~~comparability,~~complexity ~~consistency~~ and ~~transparency~~cost by allowing for a qualitative evaluation about the likelihood of ~~financial~~goodwill ~~reporting~~impairment ~~and~~to ~~increases~~determine whether the ~~prominence~~calculation of ~~items~~the ~~reported~~fair invalue ~~other~~of ~~comprehensive~~a ~~income~~reporting unit is required. The guidance provided by this update ~~becomes~~became effective ~~for~~and was adopted by 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.~~

In ~~September~~December 2011, the FASB issued an update to the authoritative guidance which ~~reduces~~defers the ~~complexity~~effective ~~and~~date ~~cost by allowing for a qualitative evaluation about the likelihood~~ of ~~goodwill impairment to determine whether~~ the ~~calculation~~presentation of ~~the~~reclassification ~~fair~~adjustments ~~value~~out of aaccumulated ~~reporting~~other ~~unit~~comprehensive ~~is required~~income. The guidance provided by this update ~~becomes~~became effective ~~for~~and was adopted by the Company in the first quarter of fiscal 2013. ~~The~~

5In December 2011, the FASB issued an update to the authoritative guidance which requires disclosure information about offsetting and related arrangements for financial instruments and derivative instruments. The guidance provided by this update becomes effective for the Company in the first quarter

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of fiscal 2014. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

In December 2011, the FASB issued an update to the authoritative guidance which requires disclosure information about offsetting and related arrangements for financial instruments and derivative instruments. The guidance provided by this update becomes effective for the Company in the first quarter of fiscal 2014. The Company does not expect that the adoption of this guidance will have a material effect on the Company’s financial statements.

In December 2011, the FASB issued an update to the authoritative guidance which defers the effective date of the presentation of reclassification adjustments out of accumulated 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:

	May 31				August 31
	November 30				August 31
(In Thousands)	2012		2011		~~2011~~2012
Sugar, Agri-Products, and Sugarbeet Seed	$	~~425~~350,~~189~~187	$	~~440~~271,~~056~~873	$	~~178~~193,~~862~~352
Operating Supplies and Maintenance Parts	59,901		50,462		65,176
Unprocessed Sugarbeets	487,151		380,312		11,575
Total Inventories	$	485,090	$	490,518	$	244,038
Operating Supplies and Maintenance Parts	64,568		66,111		67,759
Total Inventories	$	901,906	$	718,296	$	272,686

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

The Company’s reserve for inventory obsolescence was $17.8 million, $15.4 million and $16.9 million as of November 30, 2012 and 2011 and August 31, 2012, respectively.

Note 5: Short-Term Debt

The Company ~~has~~had a seasonal line of credit through ~~June~~November 192, ~~2015~~2012, with a consortium of lenders led by CoBank, ACB of $350.0 million along with an additional $50.0 million which can be utilized for either short-term or long-term borrowing purposes. On November 2, 2012, the Company entered into a Fourth Amendment to the Amended and Restated Credit Agreement between the Company and CoBank, ACB and received a Facility Increase Notice from CoBank, ACB increasing the Company’s seasonal line of credit from $350.0 million to $410.0 million through May 31, 2013 at which time the seasonal line of credit will revert back to $350.0 million through July 19, 2015. The availability of the additional $50.0 million which can be utilized for either short-term or long-term borrowing purposes remains unchanged during this time. 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. 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.

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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~~November 3130, 2012, the Company had the capacity to obtain non-recourse loans from the CCC of approximately $~~207~~183.80 million. The Company has not utilized the CCC during fiscal ~~2012~~2013.

As of ~~May~~November 3130, 2012, the Company had outstanding commercial paper of $~~297~~386.04 million at interest rates of .42% to .5558% and maturity dates between ~~June~~December 13, 2012 and ~~July~~February 1328, ~~2012~~2013. The Company had no outstanding short-term debt with CoBank, ACB, Wells Fargo Bank or the CCC as of ~~May~~November 3130, 2012. The Company had $3.3 million of short-term letters of credit outstanding and $3.13 million of the $50.0 million additional line of credit was utilized for long-term borrowing purposes as of ~~May~~November 3130, 2012. The unused line of credit as of ~~May~~November 3130, 2012 was $9768.60 million which includes $46.97 million that can also be utilized for long-term borrowing purposes.

As of ~~May~~November 3130, 2011, the Company had outstanding commercial paper of $~~248~~361.48 million at interest rates of .3837% to .5350% and maturity dates between ~~June~~December 1, 2011 and ~~July~~January 627, ~~2011~~2012. The Company had no outstanding short-term debt with CoBank, ACB, Wells Fargo Bank or the CCC as of ~~May~~November 3130, 2011. The Company had $3.3 million of short-term letters of credit outstanding and $9.3 million of the $50.0 million additional line of credit was utilized for long-term borrowing purposes as of ~~May~~November 3130, 2011. The unused ~~seasonal~~ line of credit as of ~~May~~November 3130, 2011 was $~~149~~26.36 million which includes $25.6 million that can also be utilized for long-term borrowing purposes.

Note 6: Long-Term Debt

The Company has a long-term debt line of credit through July 30, 2015 with CoBank, ACB of $60.8 million along with an additional $50.0 million, as mentioned in Note 5 above, which can be utilized for either short-term or long-term borrowing purposes. As of ~~May~~November 3130, 2012, there was no outstanding balance with CoBank, ACB but the Company had $6364.91 million in long-term letters of credit outstanding. The unused long-term line of credit as of ~~May~~November 3130, 2012 was $46.97 million which can also be utilized for short-term borrowing purposes. In addition, the Company had long-term debt outstanding as of ~~May~~November 3130, 2012 of $50 million from a private placement of Senior Notes that occurred in September 1998 and $78.6 million from four separate issuances of Pollution Control and Industrial Development Revenue Bonds.

As of ~~May~~November 3130, 2011, ~~the~~there was no outstanding balance with CoBank, ACB. The Company had $2170.31 million in ~~loans~~long-term ~~outstanding~~letters ~~with~~of ~~CoBank,~~credit ~~ACB~~outstanding and $7015.41 million inof ~~outstanding~~the ~~long~~$50.0 million additional line of credit was utilized for short-term ~~letters~~borrowing purposes as of ~~credit~~November 30, 2011. The unused long-term line of credit as of ~~May~~November 3130, 2011, was $4025.46 million which can also be utilized for short-term borrowing purposes. In addition, the Company had long-term debt outstanding, as of ~~May~~November 3130, 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. As of May 31, 2011, $2.8 million of the proceeds from the bond issuance were held by a Trustee and were subsequently released as the Company provided documentation of allowable expenditures to the Trustee. The remaining proceeds as of May 31, 2011 are reflected on the accompanying Company’s Consolidated Balance Sheet under Other Assets as “Restricted Cash from Revenue Bonds.”

Note 7: Interest Paid and Interest Capitalized

Interest paid, net of amounts capitalized, was $~~7.2 million and $6.0 million for the nine months ended May 31, 2012 and 2011, respectively and $~~3.2 million and $3.50 million for the three months ended ~~May~~November 3130, 2012 and 2011, respectively. Interest capitalized was $507,000 and $~~353~~2,000 for the ~~nine~~three months ended ~~May~~November ~~31, 2012 and 2011, respectively and $~~30,~~000~~ ~~and $156,000 for the three months ended May 31,~~ 2012 and 2011, 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, 2012, the Company had cash flow hedges for approximately 850,000 Euros with maturity dates of June 1, 2012 to December 31, 2012. At May 31, 2012, the fair value of the open contracts was a loss of approximately $75,000 recorded in accumulated other comprehensive income/(loss) in members’ equity. 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. 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 .195 % as of May 31, 2012 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, 2012, the fair value of the cash flow hedge reflected a loss of approximately $2.6 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, 2012. The current period loss of $180,000 is classified as interest expense on the statements of operations. As of May 31, 2012, $685,000 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, 2011, the fair value of the cash flow hedge reflected a loss of approximately $1.7 million recorded in accumulated other comprehensive income/(loss).

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~~Fair~~The ~~Value~~Company manages its foreign currency related risks primarily through the use of ~~Asset~~foreign ~~Derivatives~~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 November 30, 2012, the Company had cash flow hedges for approximately 252,089 Euros with maturity dates of December 14, 2012 to September 16, 2013. At November 30, 2012, the fair value of the open contracts was a loss of approximately $2,000 recorded in accumulated other comprehensive income/(loss) in members’ equity. At November 30, 2011, the Company had cash flow hedges for approximately 140,000 Euros with a maturity date of December 6, 2011. At November 30, 2011, the fair value of the open contracts was a loss of approximately $3,000 recorded in accumulated other comprehensive income/(loss) in members’ equity. Amounts deferred to accumulated other comprehensive income/(loss) are reclassified into the cost of the equipment when the actual purchase takes place.

		May 31				August 31
(In Thousands)	Balance Sheet Location	2012		2011		2011
Derivatives Designated as Hedging Instruments:
Foreign Currency Forward Contracts	Prepaid Expenses	$	—	$	8	$	4
Total Asset Derivatives		$	—	$	8	$	4

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 .182 % as of November 30, 2012 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 November 30, 2012, the fair value of the cash flow hedge reflected a loss of approximately $2.7 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 November 30, 2012. The current period loss of $170,000 is classified as interest expense on the statements of operations. As of November 30, 2012, $705,000 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 November 30, 2011, the fair value of the cash flow hedge reflected a loss of approximately $2.2 million recorded in accumulated other comprehensive income/(loss).

Fair Value of Liability Derivatives

May 31

August 31

November 30

August 31

(In Thousands)

Balance Sheet Location

2012

2011

~~2011~~2012

Derivatives Designated as Hedging Instruments:

Foreign Currency Forward Contracts

Other Current Liabilities

752

—3

—20

Interest Rate Contracts

Other Current Liabilities

~~685~~705

~~695~~651

~~677~~707

Interest Rate Contracts

Other Long-Term Liabilities

12,~~923~~037

~~967~~1,511

12,~~661~~119

Total Liability Derivatives

2,~~683~~744

12,~~662~~165

2,~~338~~846

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, 2012 and 2011:

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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 three months ended November 30, 2012 and 2011:

Components of Net Periodic Pension Cost

(In Thousands)

	For the Three Months Ended
	November 30
(In Thousands)	2012			2011
Service Cost	$	542		$	1,116
Interest Cost	2,201			2,414
Expected Return on Plan Assets	(3,490		)	(3,128		)
Amortization of Prior Service Costs	2			—
Amortization of Net Actuarial Loss	2,415			1,782
Net Periodic Pension Cost	$	1,670		$	2,184

	For the Nine Months Ended						For the Three Months Ended
	May 31						May 31
	2012			2011			2012			2011
Service Cost	$	3,349		$	3,430		$	1,116		$	1,144
Interest Cost	7,241			6,783			2,414			2,261
Expected Return on Plan Assets	(9,384		)	(7,672		)	(3,128		)	(2,558		)
Amortization of Prior Service Costs	—			742			—			248
Amortization of Net Actuarial Loss	5,347			7,117			1,783			2,373
Net Periodic Pension Cost	$	6,553		$	10,400		$	2,185		$	3,468

Components of Net Periodic Post-Retirement Cost

(In Thousands)

	For the Three Months Ended
	November 30
(In Thousands)	2012		2011
Service Cost	$	280	$	160
Interest Cost	382		420
Amortization of Net Actuarial (Gain)/Loss	57		(177		)
Net Periodic Post-Retirement Cost	$	719	$	403

	For the Nine Months Ended						For the Three Months Ended
	May 31						May 31
	2012			2011			2012			2011
Service Cost	$	479		$	481		$	160		$	160
Interest Cost	1,260			1,151			420			384
Amortization of Net Actuarial Gain	(530		)	(607		)	(177		)	(202		)
Net Periodic Post-Retirement Cost	$	1,209		$	1,025		$	403		$	342

The Company did not make any contributions to the pension plans during the three months ended November 30, 2012 but is anticipating making total contributions of $6.8 million to the pension plans during the remainder of the fiscal year. The Company has contributed and made benefit payments of approximately $25,000 related to the Supplemental Executive Retirement Plans during the three months ended November 30, 2012. 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 made contributions of $10.0 million to the pension plans during the nine months ended May 31, 2012 and is not anticipating making any additional contributions to the pension plans during the remainder of the fiscal year. The Company has contributed and made benefit payments of approximately $66265,000 related to the ~~Supplemental~~post-retirement ~~Executive~~plans ~~Retirement Plans~~ during the ~~nine~~three months ended ~~May~~November 3130, 2012. The Company expects to contribute and make benefit payments ~~totaling~~of approximately $~~99,000~~1.3 ~~this~~million ~~fiscal year~~ related to the ~~Supplemental~~post-retirement ~~Executive~~plans ~~Retirement~~during ~~Plans~~the current fiscal year.

The Company has contributed and made benefit payments of approximately $1.3 million related to the post-retirement plans during the nine months ended May 31, 2012. The Company expects to contribute and make benefit payments of approximately $1.6 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:
May 31, 2012	$	76.77	600,000	498,570
August 31, 2011	$	76.77	600,000	498,570
May 31, 2011	$	76.77	600,000	498,570
Common Stock:
May 31, 2012	$	10.00	4,000	2,760
August 31, 2011	$	10.00	4,000	2,780
May 31, 2011	$	10.00	4,000	2,751

The components of Accumulated Other Comprehensive Income (Loss) as reflected in Members’ Investments on the Consolidated Balance Sheets are as follows:

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	May 31						August 31
(In Thousands)	2012			2011			2011
Pension and Other Post-Retirement Benefits	$	(58,957	)	$	(71,956	)	$	(63,774	)
Interest Rate Contract	(2,608		)	(1,662		)	(2,338		)
Foreign Currency Forward Contracts	(75		)	8			4
OCI of Equity Method Investees	(5,548		)	(4,752		)	(5,795		)
Total Accumulated Other Comprehensive Income (Loss)	$	(67,188	)	$	(78,362	)	$	(71,903	)

Note 11: Members’ Investments

	Par		Shares	Shares Issued
	Value		Authorized	& Outstanding
Preferred Stock:
November 30, 2012	$	76.77	600,000	498,570
August 31, 2012	$	76.77	600,000	498,570
November 30, 2011	$	76.77	600,000	498,570

Common Stock:
November 30, 2012	$	10.00	4,000	2,765
August 31, 2012	$	10.00	4,000	2,764
November 30, 2011	$	10.00	4,000	2,770

The components of Accumulated Other Comprehensive Income (Loss) as reflected in Members’ Investments on the Consolidated Balance Sheets are as follows:

	November 30						August 31
(In Thousands)	2012			2011			2012
Pension and Other Post-Retirement Benefits	$	(91,905	)	$	(62,169	)	$	(94,379	)
Interest Rate Contract	(2,742		)	(2,162		)	(2,826		)
Foreign Currency Forward Contracts	(2		)	(3		)	(20		)
OCI of Equity Method Investees	(11,527		)	(5,713		)	(11,745		)

Total Accumulated Other Comprehensive Income (Loss)	$	(106,176	)	$	(70,047	)	$	(108,970	)

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 $~~152~~53.4 million and $~~145~~47.58 million for the ~~nine months ended May 31, 2012 and 2011, respectively and $53.5 million and $52.4 million for the~~ three months ended ~~May~~November 3130, 2012 and 2011, 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~~November 3130, 2012 and 2011 is shown below:

	For the Nine Months Ended May 31, 2012
(In Thousands)	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	1,061,205		$	18,579		$	1,079,784
Gross Proceeds	$	842,150		$	10,026		$	852,176
Depreciation and Amortization	$	40,859		$	8,553		$	49,412
Interest Income	$	21		$	—		$	21
Interest Expense	$	5,867		$	1		$	5,868
Income from Equity Method Investees	$	82		$	—		$	82
Other Income/(Expense), Net	$	(13	)	$	(251	)	$	(264	)
Consolidated Net Proceeds	$	543,511		$	9,707		$	553,218
Capital Additions	$	20,506		$	2,154		$	22,660

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	For the Nine Months Ended May 31, 2011
	For the Three Months Ended November 30, 2012
(In Thousands)	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	1402,~~126,562~~512		$	186,~~069~~425		$	1408,~~144,631~~937
Gross Proceeds	$	1436,~~078,861~~751		$	93,~~541~~576		$	1440,~~088,402~~327
Depreciation and Amortization	$	4314,~~963~~238		$	82,~~528~~849		$	5217,~~491~~087
Interest Income	$	~~111~~2		$	—		$	~~111~~2
Interest Expense	$	61,~~657~~867		$	1—		$	61,~~658~~867
Income from Equity Method Investees	$	14—		$	—		$	14—
Other Income/(Expense), Net	$	~~(100~~17	)	$	(2718	)	$	(~~127~~1	)
Consolidated Net Proceeds	$	~~741~~287,~~072~~677		$	93,~~450~~534		$	~~750~~291,~~522~~211
Capital Additions	$	375,~~325~~107		$	~~1,644~~950		$	386,~~969~~057

	For the Three Months Ended May 31, 2012
	For the Three Months Ended November 30, 2011
(In Thousands)	Sugar			Leasing			Consolidated
Net Revenue from External Customers	$	~~365~~357,~~987~~224		$	6,~~550~~048		$	~~372~~363,~~537~~272
Gross Proceeds	$	~~209~~278,~~842~~899		$	3,~~707~~191		$	~~213~~282,~~549~~090
Depreciation and Amortization	$	1214,~~009~~658		$	2,~~843~~857		$	1417,~~852~~515
Interest Income	$	217		$	—		$	217
Interest Expense	$	1,~~986~~681		$	1—		$	1,~~987~~681
Income from Equity Method Investees	$	19		$	—		$	19
Other Income/(Expense), Net	$	(16	)	$	(251	)	$	(267	)
Other Expense, Net	$	(5	)	$	—		$	(5	)
Consolidated Net Proceeds	$	~~147~~185,~~735~~105		$	3,~~430~~168		$	~~151~~188,~~165~~273
Capital Additions	$	75,~~770~~322		$	~~1,075~~573		$	85,~~845~~895

	As of November 30, 2012
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	397,016	$	—	$	397,016
Assets Held for Lease, Net	$	—	$	82,179	$	82,179
Segment Assets	$	1,417,378	$	84,667	$	1,502,045

	As of November 30, 2011
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	389,260	$	—	$	389,260
Assets Held for Lease, Net	$	—	$	90,540	$	90,540
Segment Assets	$	1,217,554	$	93,779	$	1,311,333

	As of August 31, 2012
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	405,951	$	—	$	405,951
Assets Held for Lease, Net	$	—	$	84,095	$	84,095
Segment Assets	$	812,880	$	86,600	$	899,480

Note 14: Fair Value of Financial Instruments

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	For the Three Months Ended May 31, 2011
(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
Loss 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

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.

	As of May 31, 2012
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	378,617	$	—	$	378,617
Assets Held for Lease, Net	$	—	$	86,173	$	86,173
Segment Assets	$	985,761	$	88,689	$	1,074,450

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 November 30, 2012 was approximately $144.6 million in comparison to the carrying value of $128.6 million. The fair value of the long-term debt as of November 30, 2011 was approximately $145.8 million in comparison to the carrying value of $134.4 million.

	As of May 31, 2011
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	375,342	$	—	$	375,342
Assets Held for Lease, Net	$	—	$	95,422	$	95,422
Segment Assets	$	1,023,815	$	98,694	$	1,122,509

	As of August 31, 2011
(In Thousands)	Sugar		Leasing		Consolidated
Property and Equipment, Net	$	398,415	$	—	$	398,415
Assets Held for Lease, Net	$	—	$	92,824	$	92,824
Segment Assets	$	782,028	$	96,079	$	878,107

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, 2012 was approximately $143.1 million in comparison to the carrying value of $128.6 million. The fair value of the long-term debt as of May 31, 2011 was approximately $162.3 million in comparison to the carrying value of $156.1 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 November 30, 2012 was a liability of approximately $2,000. The fair value of the open contracts as of November 30, 2011 was a liability of approximately $3,000. 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 November 30, 2012 was a liability of approximately $2.7 million. The fair value of the interest rate contract as of November 30, 2011 was a liability of approximately $2.2 million. 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 November 30, 2012 and 2011.

Fair Value of Liabilities as of November 30, 2012

(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	2	$	—	$	—	$	2
Interest Rate Contracts	$	—	$	2,742	$	—	$	2,742
Total	$	2	$	2,742	$	—	$	2,744

Fair Value of Liabilities as of November 30, 2011

(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	3	$	—	$	—	$	3
Interest Rate Contracts	—		2,162		—		2,162
Total	$	3	$	2,162	$	—	$	2,165

Note 15: Environmental Matters

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~~Foreign~~matters ~~Currency~~that ~~Forward~~may ~~Contracts~~arise ~~—Based on a variety of pricing factors, which include the market price of the foreign currency forward contract available~~ in the ~~dealer-market,~~ordinary ~~the~~course ~~fair value~~ of ~~the open contracts as of May 31, 2012 was a liability of approximately $75,000~~business. The ~~fair~~Company ~~value~~works ofclosely ~~the~~with ~~open~~all ~~contracts~~affected asgovernment ofagencies ~~May 31, 2011 was an asset of approximately $8,000. Inputs used~~ to ~~measure~~resolve ~~the~~environmental ~~fair~~issues ~~value~~that ofhave ~~the~~arisen ~~foreign currency forward contracts are quoted prices in active markets for identical assets or liabilities~~ and ~~therefore~~believes ~~are~~such ~~contained~~issues ~~within~~will ~~level~~be 1resolved ofwithout ~~the~~any ~~fair~~material ~~value~~adverse ~~hierarchy.~~effect ~~See~~on the ~~tables below~~Company.

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, 2012 was a liability of approximately $2.6 million. The fair value of the interest rate contract as of May 31, 2011 was a liability of approximately $1.7 million. 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, 2012 and 2011.

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 Assets as of August 31, 2011

(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	4	$	—	$	—	$	4
Total	$	4	$	—	$	—	$	4

Fair Value of Liabilities as of May 31, 2012

(In Thousands)	Level 1		Level 2		Level 3		Total
Foreign Currency Forward Contracts	$	75	$	—	$	—	$	75
Interest Rate Contracts	$	—	$	2,608	$	—	$	2,608
Total	$	75	$	2,608	$	—	$	2,683

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 August 31, 2011

(In Thousands)	Level 1		Level 2		Level 3		Total
Interest Rate Contracts	$	—	$	2,338	$	—	$	2,338
Total	$	—	$	2,338	$	—	$	2,338

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 meet 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.

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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 GHG emissions to reduce the impact of global climate change. The Company believes that industries generating GHGs, including the Company, could 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 its customers.

On August 12, 2011, the Company received a Finding of Violation and Notice of Violation from the United States Environmental Protection Agency (EPA) for alleged violations of the Clean Air Act concerning certain air emissions at the Company’s three Minnesota factories. The Company has ~~entered~~had ~~into~~some preliminary discussions with the EPA concerning the alleged violations. The Company, at this time, cannot predict the outcome of these discussions or the financial impact, if any, resulting from the resolution of this matter.

The Company has identified capital expenditures for environmental related projects over the next three years at the Company’s factory locations of approximately $1131.16 million.

Note 16: Legal Matters

OnThe ~~September 21~~Bakery, ~~2009~~Confectionery, ~~the~~Tobacco ~~U.S.~~Workers ~~District~~and ~~Court~~Grain ~~(District~~Millers ~~Court~~(BCTGM) ~~ruled~~AFL-CIO ~~against~~has ~~the~~filed ~~U.S.~~an ~~Department~~unfair oflabor ~~Agriculture~~practices ~~(USDA)~~charge ~~finding~~against ~~that~~ the ~~USDA~~Company ~~violated~~with ~~federal~~the ~~law~~National byLabor ~~failing~~Relations toBoard ~~prepare an Environmental Impact Statement~~ (~~EIS~~NLRB) ~~before~~associated ~~deregulating~~with ~~Roundup~~the ~~Ready®~~negotiations ~~sugarbeets. On~~for ~~August 13, 2010, at~~ a ~~District~~new ~~Court~~collective ~~hearing~~bargaining onagreement ~~interim~~and ~~remedies,~~ the ~~District~~lockout ~~Court~~of ~~issued~~union aemployees ~~ruling~~upon ~~confirming~~ the ~~ability~~expiration of the ~~shareholders~~previous tocollective ~~harvest~~bargaining ~~the~~agreement. ~~2010~~The ~~root~~Company ~~crop~~intends ~~even~~to ~~though~~vigorously itdefend ~~was~~its ~~produced~~position ~~primarily from Roundup Ready® sugarbeet seed~~ but ~~vacated~~cannot ~~the~~predict ~~original decision by USDA to deregulate~~ the ~~use~~ultimate ofoutcome ~~Roundup Ready® sugarbeet seed. As a result, the planting~~ of ~~Roundup~~this ~~Ready® sugarbeet seed after August 13, 2010 was prohibited until further action was taken by USDA~~matter.

On February 4, 2011, the USDA issued an Environmental Assessment that partially deregulated Roundup Ready® sugarbeet seed, an action that allowed 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, 2011, the Company’s Board of Directors authorized the planting of Roundup Ready® sugarbeet seed for the 2011 growing season. This authorization allowed 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. Each shareholder desiring to plant Roundup Ready® sugarbeets must sign an addendum to their annual contract, under which they agree to comply with all regulatory requirements associated with planting Roundup Ready® sugarbeets. 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® sugarbeets planted by any shareholder would be harvested. 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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regulatory reasons. This liquidated damage requirement is in place to mitigate the financial risk to the Company in the event of decision that prevents the harvest of Roundup Ready® sugarbeets by one or more shareholders.

The same plaintiffs who have repeatedly raised legal challenges to the planting of Roundup Ready® sugarbeets have made public statements that they plan to continue to oppose the use of the technology. Litigation is currently pending in two consolidated cases in the Federal District Court in Washington, D.C. concerning the scope and validity of the Environmental Assessment. No decision has been issued in those cases as of the date of this report. 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 plant Roundup Ready® sugarbeet seed in subsequent years.

On October 11, 2011, the USDA issued a draft Environmental Impact Statement (EIS) fully analyzing the impact of Roundup Ready® sugarbeets. The draft EIS considers the impact of one of three alternative regulatory approaches — the regulation, deregulation, or partial deregulation of Roundup Ready® sugarbeets. USDA indicated that its preferred alternative is to fully deregulate Roundup Ready® sugarbeets. After receiving and analyzing public comments on the draft EIS, USDA will issue a final EIS, likely sometime in 2012. The final EIS could then be subject to further legal challenge. In the meantime, the 2012 sugarbeet crop was again planted under the compliance agreements that were signed in 2011. At this time, there is no regulatory basis to allow planting of Roundup Ready® sugarbeet seed in 2013 and beyond. If Roundup Ready® sugarbeets are not deregulated as contemplated in the draft EIS, shareholders may be required to plant conventional sugarbeet seed.

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~~November 3130, 2012 financial statements.

~~Item~~On January 2., ~~Management~~2013, the Company’s ~~Discussion~~Board ~~and Analysis~~ of ~~Financial~~Directors ~~Condition~~authorized ~~and~~the ~~Results~~revolvement of ~~Operations~~$26.2 ~~for~~million ~~the~~of ~~Nine~~unit ~~Months~~retains ~~and~~for ~~Three~~distribution ~~Months~~on ~~Ended May 31~~January 4, ~~2012 and 2011~~2013.

~~This~~Item ~~report contains forward-looking statements that involve risks and uncertainties~~2. ~~Such~~ ~~forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “believe”, “may” and similar expressions. The Company~~Management’s ~~actual~~Discussion ~~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~~Analysis ~~economic~~of ~~conditions,~~Financial ~~farm~~Condition and ~~trade~~Results ~~policy, and available quantity and quality~~ of ~~sugarbeets. For~~Operations afor ~~more~~the ~~complete~~Three ~~discussion~~Months ofEnded ~~“Risk~~November ~~Factors”~~30, ~~please~~2012 ~~refer~~and ~~to the Company’s~~ 2011 ~~Form 10-K.~~

~~OVERVIEW~~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 2012 Form 10-K.

The harvest of the Red River Valley and the Sidney sugarbeet crops grown during 2011 and processed during fiscal 2012 produced a total of 9.9 million tons of sugarbeets, or approximately 21.0 tons of sugarbeets per acre from approximately 472,000 acres. This represents a decrease in total tons harvested of approximately 15.7 percent compared to the 2010 crop. The sugar content of the 2011 crop is 18.0 percent, the same as the 2010 crop. The Company expects to produce a total of approximately 28.7 million hundredweight of sugar from the 2011 crop, a decrease of approximately 19.4 percent compared to the 2010 crop.OVERVIEW

~~Net~~The ~~proceeds~~harvest ~~attributable~~of tothe ~~American~~Red ~~Crystal~~River ~~Sugar~~Valley ~~Company~~and ~~for~~the ~~fiscal~~Sidney ~~2012~~sugarbeet iscrops ~~expected~~grown toduring be2012 ~~approximately~~and 32to ~~percent~~be ~~lower~~processed ~~than~~during in fiscal ~~2011. This~~2013 ~~expected~~produced ~~decrease~~a istotal ~~primarily~~of ~~due~~12.3 million ~~to decreased~~ tons ~~harvested~~of ~~resulting~~sugarbeets, inor ~~the~~approximately ~~decreased~~27.2 ~~production~~tons of ~~sugar~~sugarbeets ~~and~~per ~~agri-products~~acre ~~along~~from ~~with~~approximately ~~anticipated~~454,000 ~~higher operating costs~~acres. ~~Partially~~This ~~offsetting~~represents ~~this~~an ~~expected~~increase ~~decrease~~in ~~are~~total ~~higher anticipated net selling prices for our products.~~tons

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~~RESULTS~~harvested OFof ~~OPERATIONS~~approximately 24.6 percent compared to the 2011 crop. The sugar content of the 2012 crop is 19.1 percent as compared to 18.0 percent for the 2011 crop. The Company expects to produce a total of approximately 37.6 million hundredweight of sugar from the 2012 crop, an increase of approximately 34.0 percent compared to the 2011 crop.

~~Comparison~~Net ofproceeds ~~the~~attributable ~~Nine~~to ~~Months~~American ~~Ended~~Crystal ~~May 31,~~Sugar Company for fiscal 2013 is expected to be approximately 37 percent higher than in fiscal 2012. This expected increase is primarily due to the increased tons harvested and ~~2011~~the higher sugar content of this year’s sugarbeet crop resulting in the increased production of sugar and agri-products. Partially offsetting these expected increases is a lower anticipated net selling price for sugar.

~~Revenue~~RESULTS ~~for~~OF the nine months ended May 31, 2012 was $1.1 billion, a decrease of $64.8 million from the nine months ended May 31, 2011. The table below reflects the percentage changes in product revenues, prices and volumes for the nine months ended May 31, 2012 as compared to the nine months ended May 31, 2011.OPERATIONS

Product	Revenue		Selling Price		Volume
Sugar	-7.3	%	12.5	%	-17.6	%
Pulp	6.3	%	63.2	%	-34.9	%
Molasses	106.8	%	15.0	%	79.8	%
CSB	-20.4	%	14.0	%	-30.2	%
Betaine	-30.3	%	5.0	%	-33.7	%

Comparison of the Three Months Ended November 30, 2012 and 2011

~~The~~Revenue ~~increases in selling prices~~ for ~~our~~the ~~products~~three ~~reflect~~months ~~strong~~ended ~~markets~~November 30, ~~due~~2012 towas ~~supply and demand factors~~$408.9 ~~The~~million, ~~decreases~~an inincrease ~~the volume~~ of ~~sugar~~$45.7 ~~and~~million ~~pulp~~from ~~reflect~~ the ~~impact~~three ofmonths ~~less~~ended ~~product~~November 30, ~~availability due to a smaller sugarbeet crop this year as compared to the previous year~~2011. The ~~volume~~table ~~change~~below ~~for molasses~~ reflects ~~a change in~~ the ~~timing~~percentage ofchanges ~~sales~~in ~~between the two years as well as increased~~ product ~~availability~~revenues, ~~due~~prices ~~to a later start-up of the molasses desugarization facilities~~ and ~~increased molasses production resulting from decreased sugarbeet quality due to unfavorable storage conditions this year. The decreased~~ volumes for ~~CSB and Betaine reflect a change in~~ the ~~timing~~three ofmonths ~~sales~~ended ~~between~~November 30, ~~the~~2012 ~~two~~as ~~years~~compared ~~and~~to the ~~impact~~three ofmonths ~~the~~ended ~~later~~November 30, ~~start-up of the molasses desugarization facilities this year~~2011.

Rental revenue on the ProGold operating lease was $18.6 million and $18.1 million for the nine months ended May 31, 2012 and 2011, respectively.

Product	Revenue		Selling Price		Volume
Sugar	8.6	%	-0.5	%	9.1	%
Pulp	59.6	%	11.0	%	43.8	%
Molasses	317.3	%	8.9	%	283.2	%
CSB	57.8	%	4.7	%	50.8	%
Betaine	-25.8	%	-1.4	%	-24.8	%

~~Cost~~The ofdecrease ~~sales~~in ~~for~~ the ~~nine~~selling ~~months~~price ~~ended May 31, 2012, exclusive~~ of ~~payments~~sugar toreflects ~~members~~an ~~for sugarbeets,~~ increased ~~$171.4~~supply ~~million~~of assugar ~~compared~~in to the ~~nine~~domestic ~~months~~sugar ~~ended May 31, 2011~~market. ~~This~~The ~~increase~~increases ~~was~~in ~~primarily~~selling ~~related~~prices tofor ~~product~~most ~~inventories~~of ~~that~~our ~~are~~agri-products ~~recorded~~reflect atstrong ~~their~~markets ~~net~~due ~~realizable~~to ~~value,~~supply ~~increased~~and ~~operating~~demand ~~costs,~~factors ~~which include additional costs associated with the on-going union labor lockout,~~ and ~~costs~~supported ~~associated~~by ~~with~~higher ~~purchased~~corn ~~sugar at United Sugars Corporation, the Company’s sugar marketing agent~~prices. The ~~change~~increases in the ~~net~~volume ~~realizable value~~ of ~~the~~sugar ~~product~~and ~~inventories~~most ~~from the beginning~~ of ~~the~~our ~~reporting~~agri-products ~~period~~reflect ~~is recorded on~~ the ~~balance~~impact ~~sheet~~of asmore ~~either~~product anavailability ~~increase~~due ~~or decrease~~ to ~~inventories with a corresponding dollar for dollar adjustment to cost of sales on~~ the ~~statement~~earlier ofstart ~~operations. The increase in the net realizable value~~ of ~~product inventories for~~ the ~~nine~~processing ~~months~~campaign ~~ended~~this ~~May 31,~~year ~~2012~~due ~~was $243.5 million as compared~~ to ana ~~increase~~larger ofsugarbeet ~~$325~~crop.7 ~~million~~The ~~for~~decreased ~~the~~volume ~~nine~~for ~~months~~Betaine ~~ended~~reflects ~~May 31,~~different ~~2011~~timing ~~resulting in an $82.2 million unfavorable change in the cost~~ of sales between the two ~~periods as shown in the table below:~~years.

~~Change~~Rental inrevenue on the ~~Net~~ProGold ~~Realizable~~operating ~~Value~~lease ofwas ~~Product~~$6.4 ~~Inventories~~million and $6.0 million for the three months ended November 30, 2012 and 2011, respectively.

	For the Nine Months Ended May 31
(In Millions)	2012			2011			Change
Beginning Product Inventories at Net Realizable Value	$	(176.4	)	$	(111.8	)	$	(64.6	)(1)
Ending Product Inventories at Net Realizable Value	419.9			437.5			(17.6		)(2)
Increase (Decrease) in the Net Realizable Value of Product Inventories	$	243.5		$	325.7		$	(82.2	)

Cost of sales for the three months ended November 30, 2012, exclusive of payments to members for sugarbeets, decreased $112.6 million as compared to the three months ended November 30, 2011. This decrease was primarily related to product inventories that are recorded at their net realizable value and lower costs related to the lockout of employees represented by the BCTGM partially offset by increased operating costs due to processing 40 percent more sugarbeets this year. 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 three months ended November 30, 2012 was $214.2 million as compared to an increase of $90.0 million for the three months ended November 30, 2011 resulting in a $124.2 million favorable change in the cost of sales between the two quarters as shown in the table below:

~~(1)~~Change ~~The change is primarily due to a 42.7 percent increase~~ in the ~~hundredweight~~Net ofRealizable ~~sugar~~Value ~~inventory as~~ of ~~August 31,~~Product 2011 as compared to August 31, 2010; a 14.8 percent increase in the per hundredweight net realizable value of sugar inventory as of August 31, 2011 as compared to August 31, 2010, partially offset by a 56.0 percent decrease in the tons of pulp inventory as of August 31, 2011 as compared to August 31, 2010; and a 4.7 percent decrease in the per ton net realizable value of pulp inventory as of August 31, 2011 as compared to August 31, 2010.Inventories

(2) The change is primarily due to a 10.1 percent decrease in the hundredweight of sugar inventory as of May 31, 2012 as compared to May 31, 2011and a 17.2 percent decrease in the tons of pulp inventory as of May 31, 2012 as compared to May 31, 2011, partially offset by a 4.2 percent increase in the per hundredweight net realizable value of

	For the Three Months Ended November 30
(In Millions)	2012			2011			Change
Beginning Product Inventories at Net Realizable Value	$	(133.8	)	$	(176.4	)	$	42.6	(1)
Ending Product Inventories at Net Realizable Value	348.0			266.4			81.6		(2)
Increase in the Net Realizable Value of Product Inventories	$	214.2		$	90.0		$	124.2

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(1) The change is primarily due to a 28.0 percent decrease in the hundredweight of sugar inventory as of ~~May~~August 31, 2012, as compared to ~~May~~August 31, 2011;, ~~and~~partially offset by a 952.14 percent increase in the per ~~ton~~hundredweight net realizable value of ~~pulp~~sugar inventory as of ~~May~~August 31, 2012, as compared to ~~May~~August 31, 2011.

~~Selling,~~(2) ~~general~~The ~~and~~change ~~administrative~~is ~~expenses~~primarily ~~increased~~due $7to a 36.51 ~~million~~percent ~~for~~increase in the ~~nine~~hundredweight ~~months~~of ~~ended~~sugar ~~May~~inventory as of November 3130, 2012 as compared to ~~the nine months ended May~~November 3130, 2011~~. Selling~~, ~~expenses increased $6.3 million primarily due to increased factory warehousing and packaging costs associated with sugar. This increase was~~ partially offset by ~~lower~~a ~~selling~~4.3 ~~expenses~~percent ~~due to the~~ decrease in the ~~volume~~per ofhundredweight ~~products~~net ~~sold~~realizable ~~for~~value ~~the~~of ~~nine~~sugar ~~months~~as ~~ended~~of ~~May~~November 3130, 2012 as compared to ~~the nine months ended May~~November 3130, 2011. ~~General and administrative expenses increased $1.2 million due to general cost increases.~~

~~Net~~Selling, ~~proceeds~~general ~~attributable~~and toadministrative ~~American~~expenses ~~Crystal~~increased ~~Sugar Company decreased~~ $~~197~~5.45 million for the ~~nine~~three months ended ~~May~~November 3130, 2012 as compared to the ~~nine~~three months ended ~~May~~November 3130, 2011. Selling ~~This~~expenses ~~decrease~~increased ~~was~~$4.9 million primarily due to athe ~~lower~~increased ~~forecasted~~volume ~~Gross~~of ~~Beet~~products ~~Payment~~sold. ~~this~~General ~~year~~and asadministrative ~~compared~~expenses ~~to that forecasted at this time last year resulting from fewer tons harvested and~~ increased ~~operating~~$ .6 ~~costs~~million ~~partially~~due ~~offset~~to bygeneral ~~increased~~cost ~~selling prices for our products~~increases.

~~Comparison~~Net proceeds attributable to American Crystal Sugar Company increased $102.8 million for the three months ended November 30, 2012 as compared to the three months ended November 30, 2011. This increase was primarily due to processing 40 percent more tons of sugarbeets for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~May~~November 3130, 2012 ~~and~~as compared to the three months ended November 30, 2011 along with a higher forecasted per ton Gross Beet Payment this year as compared to that forecasted at this time last year.

~~Revenue~~LIQUIDITY ~~for~~AND ~~the~~CAPITAL three months ended May 31, 2012 was $372.5 million, a decrease of $42.3 million from the three months ended May 31, 2011. The table below reflects the percentage changes in product revenues, prices and volumes for the three months ended May 31, 2012 as compared to the three months ended May 31, 2011.RESOURCES

Product	Revenue		Selling Price		Volume
Sugar	-12.7	%	8.4	%	-19.5	%
Pulp	-0.1	%	65.1	%	-39.5	%
Molasses	182.6	%	19.8	%	135.9	%
CSB	-12.6	%	16.9	%	-25.2	%
Betaine	-32.8	%	3.3	%	-34.9	%

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.

~~The~~Because ~~increases~~sugar inis ~~selling~~sold ~~prices~~throughout ~~for~~the ~~our~~year ~~products~~(while ~~reflect~~sugarbeets ~~strong~~are ~~markets~~processed ~~due~~primarily ~~to supply and demand factors. The decreases~~ in the ~~volume~~fall, ofwinter ~~sugar~~ and ~~pulp~~spring) ~~reflect~~and ~~the~~because ~~impact~~substantial amounts of ~~less~~equipment ~~product~~are ~~availability~~required ~~due to a smaller sugarbeet crop. The volume change~~ for ~~molasses~~its ~~reflects~~operations, ~~a change in~~ the ~~timing~~Company ofutilizes ~~sales~~substantial ~~between~~outside ~~the~~financing ~~two~~on ~~years~~both ~~as well as increased product availability due to~~ a ~~later~~seasonal ~~start-up of the molasses desugarization facilities~~ and ~~increased~~long-term ~~molasses~~basis ~~production resulting from decreased sugarbeet quality due~~ to ~~unfavorable~~fund ~~storage~~its ~~conditions this year~~operations. ~~The decreased volumes for CSB and Betaine reflect a change in the timing of sales between the two years and the impact of the later start-up of the molasses desugarization facilities this year.~~

~~Rental~~The ~~revenue~~Company onhad ~~the~~a ~~ProGold~~seasonal ~~operating~~line ~~lease~~of ~~was~~credit through November 2, 2012, with a consortium of lenders led by CoBank, ACB of $6350.5 0 million ~~and~~along with an additional $650.60 million which can be utilized for either short-term or long-term borrowing purposes. On November 2, 2012, the ~~three~~Company ~~months~~entered ~~ended~~into a Fourth Amendment to the Amended and Restated Credit Agreement between the Company and CoBank, ACB and received a Facility Increase Notice from CoBank, ACB increasing the Company’s seasonal line of credit from $350.0 million to $410.0 million through May 31, 2013 at which time the seasonal line of credit will revert back to $350.0 million through July 19, 2015. The availability of the additional $50.0 million which can be utilized for either short-term or long-term borrowing purposes remains unchanged during this time. 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. 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 November 30, 2012, approximately $386.4 million of commercial paper was outstanding. The Company had $3.3 million of short-term letters of credit outstanding and ~~2011~~$3.3 million of the $50.0 million additional line of credit was utilized for long-term borrowing purposes as of November 30, ~~respectively~~2012. The unused short-term line of credit as of November 30, 2012 was $68.0 million which includes $46.7 million that can also be utilized for long-term borrowing purposes.

~~Cost~~Under ~~of sales for~~ the ~~three~~Farm ~~months ended May 31~~Bill, ~~2012,~~the ~~exclusive~~Company ofcan ~~payments~~borrow tofunds ~~members~~on ~~for~~a ~~sugarbeets,~~non-recourse ~~increased~~basis ~~$34.6~~from ~~million as compared to~~ the ~~three months ended May 31~~CCC, ~~2011.~~with ~~This~~repayment ~~decrease~~of ~~was~~such ~~primarily~~funds ~~related~~secured ~~to product inventories that are recorded at their net realizable value partially offset~~ by ~~increased operating costs, which include additional costs associated with the on-going union labor lockout~~sugar. The ~~change~~limitations inon ~~the~~such ~~net~~borrowings ~~realizable~~are ~~value~~based ofon the ~~product~~amount ~~inventories from the beginning~~ of the ~~reporting~~Company’s ~~period~~sugar isinventory ~~recorded~~and oncertain ~~the~~loan ~~balance~~covenant ~~sheet~~restrictions asby ~~either~~CoBank, ~~an increase or decrease to inventories with a corresponding dollar for dollar adjustment to cost of sales on the statement of operations~~ACB. As ~~The decrease in the net realizable value~~ of ~~product inventories for the three months ended May~~November 3130, 2012, ~~was~~the ~~$35.1~~Company ~~million~~had asthe ~~compared~~capacity to aobtain ~~decrease~~non-recourse ofloans ~~$17.9~~from ~~million for~~ the ~~three~~CCC ~~months~~of ~~ended~~approximately ~~May 31, 2011 resulting in a~~ $17183.20 million. ~~unfavorable~~The ~~change~~Company inhas ~~the~~not ~~cost~~utilized ~~of sales between~~ the ~~two~~CCC ~~quarters~~during asfiscal ~~shown in the table below:~~2013.

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~~Change~~The Company has a long-term debt line of credit through July 30, 2015 with CoBank, ACB of $60.8 million along with an additional $50.0 million, as mentioned in Note 5 above, which can be utilized for either short-term or long-term borrowing purposes. As of November 30, 2012, there was no outstanding balance with CoBank, ACB but the ~~Net~~Company ~~Realizable~~had ~~Value~~$64.1 million in long-term letters of ~~Product~~credit ~~Inventories~~outstanding. The unused long-term line of credit as of November 30, 2012 was $46.7 million which can also be utilized for short-term borrowing purposes. In addition, the Company had long-term debt outstanding as of November 30, 2012 of $50 million from a private placement of Senior Notes that occurred in September 1998 and $78.6 million from four separate issuances of Pollution Control and Industrial Development Revenue Bonds.

	For the Three Months Ended May 31
(In Millions)	2012			2011			Change
Beginning Product Inventories at Net Realizable Value	$	(455.0	)	$	(455.4	)	$	0.4	(1)
Ending Product Inventories at Net Realizable Value	419.9			437.5			(17.6		)(2)
(Decrease) in the Net Realizable Value of Product Inventories	$	(35.1	)	$	(17.9	)	$	(17.2	)

The Company had outstanding purchase commitments totaling $10.0 million as of November 30, 2012 for equipment and construction contracts related to various capital projects.

~~(1)~~ The ~~change~~Company ishas ~~primarily due to~~ a ~~7.8~~55 percent ~~decrease~~ownership ininterest ~~the~~and ~~hundredweight~~a of25 ~~sugar~~percent ~~inventory~~voting asinterest ofin ~~February 29,~~Midwest ~~2012~~Agri-Commodities asCompany ~~compared to February 28, 2011and a 24~~(Midwest).9 ~~percent~~Substantially ~~decrease~~all inof the ~~tons~~Company’s ofagri-products ~~pulp~~are ~~inventory~~sold asby ofMidwest ~~February 29, 2012~~ as ~~compared~~an toagent ~~February 28,~~for ~~2011,~~the ~~partially~~Company. The ~~offset~~owners byof aMidwest ~~6.8~~are ~~percent~~guarantors ~~increase~~of in the ~~per~~short-term ~~hundredweight~~line ~~net~~of ~~realizable~~credit ~~value~~Midwest ofhas ~~sugar~~with asCoBank, ACB. As of ~~February~~November 2930, 2012 ~~as compared to February 28~~, ~~2011;~~Midwest ~~and~~had aoutstanding ~~107.54~~short-term ~~percent~~debt ~~increase~~with inCoBank, ~~the~~ACB ~~per ton net realizable value~~ of ~~pulp~~$8.7 ~~inventory~~million, as of ~~February 29,~~which ~~2012~~$5.0 asmillion ~~compared~~was toguaranteed ~~February 28,~~by ~~2011~~the Company.

~~(2)~~ The ~~change~~net iscash ~~primarily~~used ~~due~~in tooperations awas 10$258.16 ~~percent~~million ~~decrease~~for in the ~~hundredweight~~three ofmonths ~~sugar~~ended ~~inventory as of May~~November 3130, 2012 as compared to ~~May 31, 2011and a 17~~$281.29 ~~percent~~million ~~decrease~~for in the ~~tons~~three ofmonths ~~pulp~~ended ~~inventory as of May~~November 3130, ~~2012 as compared to May 31,~~ 2011~~, partially offset by a 4~~.2 This ~~percent~~decrease ~~increase~~ in the ~~per~~use ~~hundredweight net realizable value~~ of ~~sugar~~cash as of ~~May 31, 2012 as compared to May 31, 2011; and a 95~~$23.13 ~~percent~~million ~~increase~~was inprimarily the ~~per~~result ~~ton net realizable value~~ of ~~pulp~~the ~~inventory as of May 31, 2012 as compared to May 31, 2011.~~following:

~~Selling,~~· Reflected ~~general~~in ~~and~~the ~~administrative~~change ~~expenses~~in ~~decreased~~the ~~$ .8~~net ~~million~~cash ~~for~~used ~~the~~in ~~three~~operating ~~months~~activities ~~ended~~is ~~May 31,~~a ~~2012~~net ascash ~~compared~~increase toof $ .3 million from the ~~three~~prior ~~months~~year ~~ended~~which ~~May 31,~~was ~~2011. Selling~~the ~~expenses~~result ~~decreased~~of increased revenue of $ 45.87 million ~~primarily~~and ~~due~~a todecrease ~~the~~in ~~decreased~~costs ~~volume~~ of ~~sugar~~$56.8 ~~shipments~~million partially offset by ~~increased~~an ~~factory~~increase ~~warehousing~~in ~~and~~the ~~packaging~~member ~~costs~~gross ~~associated~~beet ~~with~~payment ~~sugar~~of $102.2 ~~General and administrative expenses were relatively unchanged~~million.

~~Net~~· There ~~proceeds~~was ~~attributable~~a tonet ~~American~~favorable ~~Crystal~~change ~~Sugar~~in ~~Company~~assets ~~decreased~~and ~~$74.5~~liabilities ~~million~~from ~~for~~ the ~~three~~prior ~~months~~year ~~ended~~of ~~May 31, 2012 as compared to the three months ended May 31, 2011~~$23.0 ~~This~~million ~~decrease was~~ primarily ~~due~~comprised toof athe lower forecasted Gross Beet Payment this year as compared to that forecasted at this time last year resulting from fewer tons harvested and increased operating costs partially offset by increased selling prices for our products.following:

~~LIQUIDITY~~· The ~~AND~~decrease ~~CAPITAL~~in ~~RESOURCES~~cash related to receivables of $9.9 million is primarily due to the timing of the deliveries of products and collections.

~~Under~~· The ~~the~~decrease ~~Company’s~~in ~~agreement~~cash ~~with~~related ~~its~~to ~~shareholders, payments for member-delivered sugarbeets for each crop year are calculated based on~~ the ~~revenues~~change ~~from~~in ~~sugar~~inventories ~~and~~of ~~agri-products derived from the sugarbeet crop less all member business expenses~~$154. In9 ~~addition,~~million ~~the~~was ~~beet~~primarily ~~payments~~due ~~made~~ to ~~member~~an ~~growers~~increase ~~and non-member growers are paid~~ in ~~three payments over~~ the ~~course~~tons of aunprocessed ~~year,~~sugarbeets and in the ~~member~~hundredweight ~~payments are made net~~ of ~~any~~sugar ~~anticipated~~inventories ~~unit~~partially ~~retain~~offset ~~for~~by ~~the~~a ~~crop. These~~decreased ~~procedures~~net ~~have~~realizable ~~the~~value ~~effect~~per ofhundredweight ~~providing the Company with an additional source~~ of ~~short-term capital~~sugar.

~~Because~~· The ~~sugar~~net isdecrease ~~sold~~in ~~throughout~~cash ~~the~~of ~~year~~$27.0 ~~(while~~million ~~sugarbeets~~related ~~are~~to ~~processed~~changes ~~primarily~~ in ~~the~~accounts ~~fall,~~payable ~~winter~~of ~~and~~$21.7 ~~spring)~~million, ~~and~~other ~~because~~liabilities ~~substantial amounts~~ of ~~equipment~~$1.5 ~~are~~million, ~~required~~advances ~~for~~to ~~its~~related ~~operations,~~parties ~~the~~of ~~Company~~$3.6 ~~utilizes~~million, ~~substantial~~and ~~outside~~prepaid ~~financing~~expenses onof ~~both~~$ a.2 ~~seasonal~~million ~~and~~are ~~long-term~~primarily ~~basis~~due to ~~fund~~the ~~its~~timing ~~operations~~of payments.

· The ~~Company~~increase ~~has~~in acash ~~seasonal~~related ~~line~~to ofchanges ~~credit~~in ~~through~~accrued ~~July 19,~~continuing ~~2015~~costs ~~with a consortium~~ of ~~lenders led by CoBank, ACB of~~ $~~350~~49.~~0 million~~2 ~~along with an additional $50.0~~ million ~~that can be utilized for either short-term or long-term borrowing purposes. There~~ was nothe ~~outstanding~~result ~~balance with CoBank, ACB as~~ of May 31, 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, 2012. The Company’s commercial paper program provides short-term borrowings up to the ~~amount~~differences ofin the ~~CoBank,~~timing ~~ACB seasonal line~~ of ~~credit. As~~actual ofrevenues ~~May 31,~~and ~~2012,~~expenses ~~approximately~~and ~~$297.0~~forecasted ~~million~~revenues ~~of commercial paper was outstanding. The Company had $3.3 million of short-term letters of credit outstanding~~ and ~~$3.1~~expenses ~~million~~between of the ~~$50.0~~two ~~million additional line of credit was utilized for long-term borrowing purposes as of May 31, 2012~~years. 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

19· The increase in cash related to the Amount Due Growers of $165.6 million was due to an increase in the current year’s total estimated grower payment resulting from an increase in tons harvested and a higher forecasted per ton grower payment this year as compared to this time last year.

~~Table~~The net cash used in investing activities was $14.5 million for the three months ended November 30, 2012 as compared to $11.9 million for the three months ended November 30, 2011. The increase of ~~Contents~~$2.6 million was primarily due to increased purchases of property and equipment of $1.8 million and increased purchases of property and equipment held for lease of $ .4 million.

~~short-term~~The ~~line~~net ofcash ~~credit~~provided asby offinancing ~~May~~activities was $273.1 million for the three months ended November 3130, 2012 ~~was~~as compared to $97293.68 million ~~which~~for ~~includes~~the three months ended November 30, 2011. This decrease of $4620.97 million ~~that~~was ~~can~~primarily ~~also~~due beto ~~utilized~~decreased ~~for~~net ~~long~~proceeds from short-term ~~borrowing~~debt ~~purposes~~of $19.8 million and increased distributions to noncontrolling interests of $ .9 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, 2012, the Company had the capacity to obtain non-recourse loans from the CCC of approximately $207.8 million. The Company has not utilized the CCC during fiscal 2012.17

~~The~~Table ~~Company also has a long-term debt line~~ of credit through July 30, 2015 with CoBank, ACB of $60.8 million along with an additional $50.0 million that can be utilized for either short-term or long-term borrowing purposes. As of May 31, 2012, there was no outstanding balance with CoBank, ACB but the Company had $63.9 million in long-term letters of credit outstanding. The unused long-term line of credit as of May 31, 2012 was $46.9 million which can also be utilized for short-term borrowing purposes. In addition, the Company had long-term debt outstanding, as of May 31, 2012 of $50 million from a private placement of Senior Notes that occurred in September 1998 and $78.6 million from four separate issuances of Pollution Control and Industrial Development Revenue Bonds.Contents

The Company ~~had~~anticipates ~~outstanding~~that ~~purchase~~the ~~commitments~~funds ~~totaling~~necessary ~~$21.3~~for ~~million~~working ascapital ofrequirements ~~May 31,~~and ~~2012~~future ~~for~~capital ~~equipment~~expenditures will be derived from operations and ~~construction~~unit ~~contracts~~retains ~~related~~along towith ~~various~~short-term ~~capital~~and ~~projects~~long-term borrowings.

The Company has a 55 percent ownership interest and a 25 percent voting interest in Midwest Agri-Commodities Company (Midwest). Substantially all of the Company’s agri-products are sold by Midwest as an agent for the Company. The owners of Midwest are guarantors of the short-term line of credit Midwest has with CoBank, ACB. As of May 31, 2012, Midwest had outstanding short-term debt with CoBank, ACB of $6.9 million, of which $3.7 million was guaranteed by the Company.OTHER

~~The~~Significant ~~net~~Accounting ~~cash~~Policies ~~used~~and in operations was $172.4 million for the nine months ended May 31, 2012 as compared to $171.8 million for the nine months ended May 31, 2011. This increase in the use of cash of $ .6 million was primarily the result of the following:Estimates

~~· Reflected~~The inCompany’s ~~the~~significant ~~change~~accounting policies are described in Note 1, Principal Activity and Significant Accounting Policies, of the ~~net~~Notes ~~cash~~to ~~used~~Consolidated Financial Statements included in ~~operating~~the ~~activities~~Company’s isAnnual aReport ~~net~~on ~~cash~~Form 10-K ~~increase~~for ofthe $fiscal year ended August 31, 2012. The Company’s critical accounting estimates are discussed in Item 7, ~~million~~Management’s ~~from~~Discussion ~~the~~and ~~prior~~Analysis ~~year~~of ~~which~~Financial ~~was~~Condition ~~the~~and ~~result~~Results of aOperations, ~~decrease~~included in the ~~member~~Company’s ~~gross~~Annual ~~beet~~Report ~~payment~~on ofForm 10-K ~~$201.0~~for ~~million~~the ~~partially~~fiscal ~~offset~~year byended ~~decreased~~August 31, ~~revenue~~2012. ofThere ~~$64.8~~has ~~million~~been ~~and~~no ansignificant ~~increase~~change in ~~costs~~the Company’s significant accounting policies or critical accounting estimates since the end of ~~$135.5~~fiscal ~~million~~2012.

~~· There was a net unfavorable change in assets and liabilities from the prior year of $1.3 million primarily comprised of the following:~~Environmental

· The ~~increase~~Company inis ~~cash~~subject ~~related~~to extensive federal and state environmental laws and regulations with respect to ~~receivables~~water ofand ~~$36~~air quality, solid waste disposal and odor and noise control.6 The ~~million~~Company isconducts ~~primarily~~an ~~due~~ongoing compliance program designed to ameet ~~lower~~these ~~volume~~environmental oflaws ~~sales~~and regulations. The Company believes that it is in substantial compliance with applicable environmental laws and regulations. From time to time, however, the ~~timing~~Company ofmay be involved in investigations or determinations regarding matters that may arise in the ~~deliveries~~ordinary course of ~~products~~business. The Company works closely with all affected government agencies to resolve environmental issues that have arisen and ~~collections~~believes such issues will be resolved without any material adverse effect on the Company.

· The ~~increase~~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 ~~cash~~the ~~related~~United States Senate and House of Representatives that would regulate GHG emissions to reduce the ~~change~~impact inof ~~inventories~~global ofclimate ~~$45~~change.3 The ~~million~~Company ~~was~~believes ~~primarily~~that ~~due~~industries generating GHGs, including the Company, could be subject to aeither ~~decrease~~federal or state regulation relating to climate change policies in the ~~hundredweight~~relatively ofnear ~~sugar~~future. These ~~and~~policies, ~~tons~~if ofadopted, ~~pulp~~will increase the Company’s energy and ~~molasses~~other ~~inventory~~operating ~~partially~~costs. Depending ~~offset~~on byhow anthese ~~increased~~policies ~~net~~address ~~realizable~~imports, ~~value~~the ~~per~~domestic ~~hundredweight~~sugar ofmarket may have a competitive disadvantage compared with imported sugar. These ~~and~~policies ancould ~~increased~~have ~~net~~a ~~realizable~~significant ~~value~~negative ~~per~~impact ~~ton~~on ofthe ~~pulp~~Company’s ~~and~~beet ~~molasses~~payment to shareholders if the Company is not able to pass the increased costs on to its customers.

~~· The~~On ~~increase~~August 12, in2011, ~~cash~~the ~~related~~Company toreceived ~~changes~~a inFinding ~~other~~of ~~liabilities~~Violation and Notice of ~~$4.9~~Violation ~~million,~~from the ~~increase~~United inStates ~~cash~~Environmental ~~related~~Protection toAgency ~~changes~~(EPA) infor ~~advances~~alleged toviolations ~~related~~of ~~parties~~the ofClean ~~$37~~Air Act concerning certain air emissions at the Company’s three Minnesota factories.4 ~~million,~~The ~~and~~Company has had some preliminary discussions with the ~~increase~~EPA inconcerning ~~cash~~the ofalleged ~~$10~~violations.8 The ~~million~~Company, ~~related~~at tothis ~~accounts~~time, ~~payable~~cannot ~~are~~predict ~~primarily~~the ~~due~~outcome toof these discussions or the ~~timing~~financial impact, if any, resulting from the resolution of ~~payments~~this matter.

· The ~~decrease~~Company inhas ~~cash~~identified ~~related~~capital toexpenditures ~~changes~~for inenvironmental ~~accrued~~related ~~continuing~~projects ~~costs~~over ofthe ~~$48.0~~next ~~million~~three ~~was~~years ~~the~~at ~~result of~~ the ~~differences~~Company’s infactory ~~the~~locations ~~timing~~ of ~~actual~~approximately ~~revenues~~$31.6 ~~and expenses and forecasted revenues and expenses between the two years~~million.

· The decrease in cash related to the Amount Due Growers of $88.0 million was due to a decrease in the current year’s total estimated grower payment resulting from a decrease in tons harvested and a lower forecasted per ton grower payment this year as compared to this time last year.Employees

~~The~~Substantially ~~net~~all ~~cash~~of ~~used~~the inhourly ~~investing~~employees ~~activities~~at ~~was~~the ~~$26~~Company’s factories, including full-time and seasonal employees, are represented by the BCTGM.5 ~~million~~The collective bargaining agreement for the ~~nine~~Red ~~months~~River ~~ended~~Valley ~~May~~factory employees expired on July 31, ~~2012~~2011. asOn ~~compared~~July 31, to2011, ~~$48.2~~the ~~million~~Red ~~for~~River Valley employees represented by the ~~nine~~BCTGM ~~months~~rejected ~~ended~~the ~~May~~Company’s new contract offer. On August 311, 2011, the Company locked out the Red River Valley union employees. The ~~decrease~~collective ofbargaining ~~$21.7~~agreement ~~million~~for ~~was~~the ~~primarily~~Sidney, ~~due~~Montana, tofactory ~~decreased~~employees ~~purchases~~will ofexpire ~~property~~on April 30, 2015. Office, clerical and ~~equipment~~management ofemployees ~~$19.6~~are ~~million~~not unionized, except for certain office employees at the Moorhead and Crookston,

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~~decreased~~Minnesota, ~~proceeds~~and ~~from~~Hillsboro, ~~the~~North ~~issuance~~Dakota, offactories ~~bonds~~who ofare ~~$2.8~~covered ~~million partially offset~~ by anthe ~~increase~~collective inbargaining ~~purchases~~agreement ofwith ~~property~~the ~~and equipment held for lease of $~~ BCTGM.~~5 million.~~

~~The~~On ~~net~~August 1, ~~cash~~2011, ~~provided~~the byCompany ~~financing~~commenced ~~activities~~operating ~~was~~its ~~$198.9~~Red ~~million~~River ~~for~~Valley ~~the~~factories ~~nine~~with ~~months~~contract ~~ended~~replacement ~~May 31,~~workers ~~2012~~in asorder ~~compared~~ to ~~$220.0~~meet ~~million~~its ~~for~~obligations ~~the~~to ~~nine~~its ~~months~~customers ~~ended~~and ~~May 31, 2011~~shareholders. ~~This~~The ~~decrease~~Company ofis ~~$21.1~~continuing ~~million was primarily due~~ to ~~decreased~~recruit ~~net~~and ~~proceeds~~hire ~~from~~limited ~~short~~duration non-~~term~~union ~~debt~~employees ofto ~~$12.6~~replace ~~million, decreased proceeds from~~ the ~~issuance~~contract ~~of long term debt of $15~~workers.0 ~~million~~The ~~and~~Company ~~increased~~cannot ~~payments~~predict ofthe ~~long~~time-~~term~~frame ~~debt~~for ofthe ~~$5.4~~resolution ~~million partially offset by decreased unit retains paid~~ of ~~$11.0~~this ~~million and decreased distributions to noncontrolling interests of $~~ matter.~~9 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

Significant Accounting Policies and Estimates

The Company’s significant accounting policies are described in Note 1, Principal Activity and Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011. The Company’s critical accounting estimates are discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011. There has been no significant change in the Company’s significant accounting policies or critical accounting estimates since the end of fiscal 2011.

Environmental

On August 12, 2011, the Company received a Finding of Violation and Notice of Violation from the United States Environmental Protection Agency (EPA) for alleged violations of the Clean Air Act concerning certain air emissions at the Company’s three Minnesota factories. The Company has entered into discussions with the EPA concerning the alleged violations. The Company, at this time, cannot predict the outcome of these discussions or the financial impact, if any, resulting from the resolution of this matter.

The Company has identified capital expenditures for environmental related projects over the next three years at the Company’s factory locations of approximately $11.1 million.

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Employees

Substantially all of the hourly employees at the Company’s factories, including full-time and seasonal employees, are represented by the Bakery, Confectionery, Tobacco Workers and Grain Millers (BCTGM) AFL-CIO. The collective bargaining agreement for the Red River Valley factory employees expired on July 31, 2011. The collective bargaining agreement for the Sidney, Montana, factory employees will expire on April 30, 2015. 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.

On July 31, 2011, the Red River Valley factory and clerical employees represented by the BCTGM rejected the Company’s new contract offer. On August 1, 2011, the Company locked out the union employees and secured contract replacement workers to ensure the continued operation of the Company’s factories in order to meet its obligations to its customers and shareholders. The Company is continuing to recruit and hire non-union employees to replace the contract workers. The Company cannot predict the time-frame for the resolution of this matter.

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~~November 3130, 2012. 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.

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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.

OnThe ~~September 21,~~BCTGM ~~2009,~~has ~~the~~filed ~~U.S.~~an ~~District~~unfair ~~Court~~labor ~~(District~~practices ~~Court)~~charge ~~ruled~~ against the ~~U.S.~~Company ~~Department~~with ~~of Agriculture (USDA) finding that~~ the ~~USDA~~NLRB ~~violated~~associated ~~federal~~with ~~law by failing to prepare an Environmental Impact Statement (EIS) before deregulating Roundup Ready® sugarbeets. On August 13, 2010, at a District Court hearing on interim remedies,~~ the ~~District~~negotiations ~~Court~~for ~~issued~~ a ~~ruling~~new ~~confirming~~collective ~~the~~bargaining ~~ability~~agreement ofand the ~~shareholders~~lockout ~~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.~~union

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 the 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 the shareholder’s Roundup Ready® sugarbeets are not harvested for legal or regulatory reasons. This liquidated damage requirement is in place to mitigate the financial risk to the Company in the event of decision that prevents the harvest of Roundup Ready® sugarbeets by one or more shareholders.

The same plaintiffs who have repeatedly raised legal challenges to the planting of Roundup Ready® sugarbeets have made public statements that they plan to continue to oppose the use of the

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~~technology. Litigation~~employees isupon ~~currently pending in two consolidated cases in~~ the ~~Federal~~expiration ~~District Court in Washington, D.C. concerning the scope and validity~~ of the ~~Environmental~~previous ~~Assessment. No~~collective ~~decision~~bargaining ~~has been issued in those cases as of the date of this report~~agreement. ~~Although~~The ~~the~~ Company ~~believes~~intends ~~the~~to ~~risk~~vigorously isdefend ~~low,~~its ~~the~~position ~~possibility~~but ~~exists~~cannot ~~that~~predict ~~a subsequent ruling by~~ the ~~District~~ultimate ~~Court~~outcome ~~could result in the inability~~ of ~~shareholders~~this ~~to plant Roundup Ready® sugarbeet seed in subsequent years~~matter.

On October 11, 2011, the USDA issued a draft Environmental Impact Statement (EIS) fully analyzing the impact of Roundup Ready® sugarbeets. The draft EIS considers the impact of one of three alternative regulatory approaches — the regulation, deregulation, or partial deregulation of Roundup Ready® sugarbeets. USDA indicated that its preferred alternative is to fully deregulate Roundup Ready® sugarbeets. After receiving and analyzing public comments on the draft EIS, USDA will issue a final EIS, likely sometime in 2012. The final EIS could then be subject to further legal challenge. In the meantime, the 2012 sugarbeet crop was again planted under the compliance agreements that were signed in 2011. At this time there is no regulatory basis to allow planting of Roundup Ready® sugarbeet seed in 2013 and beyond. If Roundup Ready® sugarbeets are not deregulated as contemplated in the draft EIS, shareholders may be required to plant conventional sugarbeet seed.

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 ~~2011~~2012 Annual Report on Form 10-K.

The success or failure of our business is linked to certain government programs, regulations and legislation that may change in the future.

The nature and scope of future legislation and regulation affecting the sugar market and industry cannot be predicted. The current price supports and market protections in place for sugar may not continue in their present forms. If the price support programs were eliminated in their entirety, or if certain protections the federal government provides from foreign competitors were materially reduced, the amount of sugar we can sell, the amount of sugarbeets we can process and the price for which we can sell our sugar may be impacted, which could reduce the profitability of our business. If legislation or government programs change, we may not be able to adopt strategies that would allow us to compete effectively in a greatly changed domestic market for sugar and the adverse effects could negatively impact the desirability of growing sugarbeets for delivery to us for processing, our financial results, and our continued viability.

The Food, Conservation and Energy Act of 2008 (Farm Bill) enacted in May, 2008, contains several provisions related to the domestic sugar industry aimed at achieving balance and stability in the U.S. sugar market while minimizing the cost to the Federal government. The Farm Bill applies to the 2008 through 2012 crop years. ~~Legislative~~Recent ~~discussions~~legislative ~~have~~action ~~begun~~has onextended athe ~~new~~current Farm Bill. ~~Any~~so ~~changes~~as ~~in the Farm Bill may impact our business. We cannot predict the changes~~ to ~~the~~include ~~Farm Bill or~~ the ~~impact~~2013 ~~such~~crop ~~changes will have at this time~~year.

Employee strikes and other labor-related disruptions may adversely affect our operations.

On July 31, 2011, the Red River Valley factory and clerical employees represented by the BCTGM rejected our new contract offer. On August 1, 2011, we locked out the union employees and secured contract replacement workers to ensure the continued operation of our factories in order to meet our obligations to our customers and shareholders. As of the date of this report, no agreement has been reached with the BCTGM and the union employees remain locked out. If we are unable to reach agreement with the BCTGM, the lockout may continue indefinitely. We have implemented a strategy to reduce the financial impact of operating during a protracted lockout. We are currently continuing to recruit and hire non-union employees to replace the contract workers. We expect the current rate of spending associated with the lockout to decline. However, if our strategy is not successful, the continued lockout or an unfavorable collective bargaining agreement may negatively impact our current and future financial performance and payments to our shareholders.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None.

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Item 6. Exhibits

Exhibit No.		Exhibit Description
3.1		Restated Articles of Incorporation of American Crystal Sugar Company is 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 is 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 is 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
4.2		Restated By-laws of American Crystal Sugar Company is 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.
10.1		Form of Operating Agreement between Registrant and ProGold Limited Liability Company is 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 is incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999 (File/Film No. 99764763) filed on November 26, 1999.
10.3		Registrant’s Senior Note Inter-creditor and Collateral Agency Agreement is incorporated by reference to Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999 (File/Film No. 99764763) filed on November 26, 1999.
10.4		Registrant’s Senior Note Restated Mortgage and Security Agreement is incorporated by reference to Exhibit 10.26 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999 (File/Film No. 99764763) filed on November 26, 1999.
*10.5		Long Term Incentive Plan, dated June 23, 1999 is incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2000 (File/Film No. 775168) filed on November 22, 2000.
*10.6		Long Term Incentive Plan, dated August 24, 2005 is incorporated by reference to Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2005 (File/Film No. 051224287) filed on November 23, 2005.
*10.7		Employment Agreement dated March 21, 2007 between the Registrant and David A. Berg is incorporated by reference to Exhibit 10.26 from the Company’s Form 10-Q for the quarter ended February 28, 2007 (File/Film No. 07767289) filed on April 16, 2007.
10.8		Growers’ Contract (5-year Agreement) for the crop years 2008 through 2012 is incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2007 (File/Film No. 071273808) filed on November 29, 2007.
10.9		Amended and Restated Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 20, 2007 is incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2008 (File/Film No. 081215861) filed on November 26, 2008.
10.10		Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated November 25, 2008 is incorporated by reference to Exhibit 10.19 from the Company’s Form 10-Q for the quarter ended November 30, 2008 (File/Film No. 09525944) filed on January 14, 2009.
*10.10		Restated Supplemental Executive Retirement Plan, dated December 5, 2008 is incorporated by reference to Exhibit 10.20 from the Company’s Form 10-Q for the quarter ended November 30, 2008 (File/Film No. 09525944) filed on January 14, 2009.
*10.11		Restated ~~Supplemental~~Board ~~Executive~~of ~~Retirement~~Directors Deferred Compensation Plan, dated December 58, 2008 is incorporated by reference to Exhibit 10.2021 from the Company’s Form 10-Q for the quarter ended November 30, 2008 (File/Film No. 09525944) filed on January 14, 2009.

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		ended November 30, 2008 (File/Film No. 09525944) filed on January 14, 2009.
*10.12		First Amendment to 2005 Long-Term Incentive Plan, dated December 20, 2006 is incorporated by reference to Exhibit 10.22 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
*10.12		Restated Board of Directors Deferred Compensation Plan, dated December 8, 2008 is incorporated by reference to Exhibit 10.21 from the Company’s Form 10-Q for the quarter ended November 30, 2008 (File/Film No. 09525944) filed on January 14, 2009.
*10.13		Second Amendment to 2005 Long-Term Incentive Plan, dated November 5, 2007 is incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
*10.13		First Amendment to 2005 Long-Term Incentive Plan, dated December 20, 2006 is incorporated by reference to Exhibit 10.22 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
*10.14		Third Amendment to 2005 Long-Term Incentive Plan, dated December 11, 2008 is incorporated by reference to Exhibit 10.24 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
*10.14		Second Amendment to 2005 Long-Term Incentive Plan, dated November 5, 2007 is incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
10.15		Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2009 is Incorporated by reference to Exhibit 10.17 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
*10.15		Third Amendment to 2005 Long-Term Incentive Plan, dated December 11, 2008 is incorporated by reference to Exhibit 10.24 from the Company’s Form 10-Q for the quarter ended February 28, 2009 (File/Film No. 09747626) filed on April 14, 2009.
10.16		Amended and Restated Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2009 is incorporated by reference to Exhibit 10.18 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
10.16		Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2009 is Incorporated by reference to Exhibit 10.17 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
10.17		Amended and Restated Member Control Agreement between Registrant and Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 10.19 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
10.17		Amended and Restated Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2009 is incorporated by reference to Exhibit 10.18 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
10.18		First Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2010 is incorporated by reference to Exhibit 10.20 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 (File/Film No. 101161560) filed on November 3, 2010.
10.18		Amended and Restated Member Control Agreement between Registrant and Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 10.19 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 (File/Film No. 091156997) filed on November 4, 2009.
*10.19		Fourth Amendment to 2005 Long-Term Incentive Plan, dated August 1, 2010 is incorporated by reference to Exhibit 10.21 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 (File/Film No. 101161560) filed on November 3, 2010.
10.19		First Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 30, 2010 is incorporated by reference to Exhibit 10.20 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 (File/Film No. 101161560) filed on November 3, 2010.
10.20		Second Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated November 4, 2010 is incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended November 30, 2010 (File/Film No. 11528964) filed on January 14, 2011.
*10.20		Fourth Amendment to 2005 Long-Term Incentive Plan, dated August 1, 2010 is incorporated by reference to Exhibit 10.21 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 (File/Film No. 101161560) filed on November 3, 2010.
10.21		Third Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 19, 2011 is incorporated by reference to Exhibit 10.23 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2011 (File/Film No. 111224383) filed on November 23, 2011.
10.21		Administrative Consent Agreement between the Registrant and the North Dakota Department of Health dated September 7, 2010 is incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2010 (File/Film No. 101161560) filed on November 3, 2010.
*10.22		Employment Agreement dated July 15, 2012 between the Registrant and Joseph J. Talley is incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2012 (File/Film No. 121189319) filed on November 8, 2012.
10.22		Second Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated November 4, 2010 is incorporated by reference to Exhibit 10.23 from the Company’s Form 10-Q for the quarter ended November 30, 2010 (File/Film No. 11528964) filed on January 14, 2011.
*10.23		First amendment to the Restated Supplemental Executive Retirement Plan, dated October 2, 2012 is incorporated by reference to Exhibit 10.23 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2012 (File/Film No. 121189319) filed on November 8, 2012.
10.23		Third Amendment to Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated July 19, 2011 is incorporated by reference to Exhibit 10.23 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2011 (File/Film No. 111224383) filed on November 23, 2011.
10.24		Growers’ Contract (5-year Agreement) for the crop years 2013 through 2017 is incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2012 (File/Film No. 121189319) filed on November 8, 2012.
*10.24		Employment Agreement dated July 15, 2011 between the Registrant and Joseph J. Talley is incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2011 (File/Film No. 111224383) filed on November 23, 2011.
10.25		Fourth Amendment to the Amended and Restated Credit Agreement between the Registrant and CoBank, ACB dated November 2, 2012 is incorporated by reference to

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		Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2012 (File/Film No. 121189319) filed on November 8, 2012.
Filed herewith electronically
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101		The following materials from American Crystal Sugar Company’s Quarterly Report on Form 10-Q for the period ended ~~May~~November 3130, 2012, filed with the SEC on ~~July~~January 1314, ~~2012~~2013, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets for at ~~May~~November 3130, 2012 and 2011 and August 31, ~~2011~~2012, (ii) Consolidated Statements of Operations for the ~~nine~~ three-month periods ended November 30, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the three-month periods ended ~~May~~November 3130, 2012 and 2011, (~~iii~~iv) Consolidated Statements of Cash Flows for the ~~nine~~three month periods ended ~~May~~November 3130, 2012 and 2011, and (ivv) Notes to Consolidated Financial Statements.

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

** Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act of the Exchange Act, except as shall be expressly set forth by specific reference to such filings.

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)~~		(Registrant)
Date:	~~July~~January 1314, ~~2012~~2013		/s/ Teresa Warne
			Teresa Warne
			Corporate Controller,
			Chief Accounting Officer
			Duly Authorized Officer

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