UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549    FORM 10-Q    x
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 2010ORo
     TRANSITION REPORT PURSUANT TO SECTION 13 AND 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
  Commission file: No.  33-94644    MINN-DAK FARMERS COOPERATIVE (Exact named of Registrant as specified in its charter)  North Dakota
     23-7222188(State or other jurisdiction of
Incorporation or organization)
     (I.R.S. Employer
Identification No.)7525 Red River Road
Wahpeton, North Dakota
     58075(Address of principal
executive offices)
     (Zip Code)
  (701) 642-8411 (Registrants telephone number, including area code)  Not Applicable (Former name, former address and former fiscal year,
if changed since last report)    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.  YESx
     NOo
  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 during the preceding 12 months.  YESx
     NOo
  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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large Accelerated FileroAccelerated FileroNon-Accelerated FilerxSmaller Reporting Coo


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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YESo
     NOx
  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.  Class of Common Stock
     
     
     Outstanding at
June 19, 2010$250 Par Value
     477
  Minn-Dak Farmers Cooperative (The Company or the Registrant) has previously registered securities for offer and sale pursuant to the Securities Act of 1933, as amended (the Securities Act).  As a result of that previous registration under the Securities Act, under Sections 15(d) and 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company is obligated to file quarterly reports on form 10-Q, annual reports on Form 10-K and supplemental reports on Form 8-K. However, the Company has not registered any of its securities under Section 12(g) of the Exchange Act. The Company is exempt from any obligation to register its securities under the Exchange Act due to the provisions of Section 12(g)(2)(E), which exempts from Exchange Act registration any security of an issuer, such as the Company, which is a cooperative association as defined in the Agricultural Marketing Act of 1929.  As a result, those provisions of the Exchange Act, which are applicable only to securities registered under Section 12 of that act, do not apply to shares issued by the Company. The provisions, which do not apply to the Companys shares, include the regulation of proxies under Section 14 of the Exchange Act and the reporting and other obligations of directors, officers and principal stockholders under Section 16 of the Exchange Act.  This report contains forward-looking statements and information based upon assumptions by the Companys management, including assumptions about risks and uncertainties faced by the Company. Any statements regarding future market prices, anticipated costs, agricultural results, operating results and other statements that are not historical facts contained in this annual report are considered forward-looking statements. The words expect, project, estimate, believe, anticipate, plan, intend, could, may, predict, and similar expressions are also intended to be identified as forward-looking terminology.  Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed elsewhere in this and other Company filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.




PART I.  FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)  ASSETS
     
     May 31, 2010
(Unaudited)
     
     Aug 31, 2009
(Audited)CURRENT ASSETSCash
     
     $
     87
     
     $
     94ReceivablesTrade accounts
     
     
     12,233
     
     
     14,300Growers
     
     
     14,366
     
     
     10,196Receivable from affiliates
     
     
     616
     
     
     1,106Other receivables
     
     
     3
     
     
     3Total Receivables
     
     
     27,218
     
     
     25,605InventoriesRefined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis
     
     
     61,957
     
     
     27,046Non-member refined sugar
     
     
     9
     
     
     1,452Yeast
     
     
     176
     
     
     200Materials and supplies
     
     
     11,683
     
     
     11,296Total Inventories
     
     
     73,825
     
     
     39,994Deferred charges
     
     
     837
     
     
     1,324Prepaid expenses
     
     
     2,074
     
     
     3,109Prepaid beet seed
     
     
     
     
     
     30Other current assets
     
     
     874
     
     
     Current deferred income tax asset
     
     
     
     
     
     26Total Current Assets
     
     
     104,915
     
     
     70,182PROPERTY, PLANT AND EQUIPMENTLand and land improvements
     
     
     27,919
     
     
     27,130Buildings
     
     
     37,758
     
     
     37,758Factory/Agricultural equipment
     
     
     150,197
     
     
     147,419Other equipment
     
     
     5,268
     
     
     4,675Capitalized leases
     
     
     3,353
     
     
     2,961Construction in progress
     
     
     3,258
     
     
     4,691Total Property, Plant and Equipment
     
     
     227,753
     
     
     224,634Less accumulated depreciation
     
     
     (133,886
     )
     
     (127,336
     )Net Property, Plant and Equipment
     
     
     93,867
     
     
     97,298OTHER ASSETSInvestment in other cooperatives, unconsolidated marketing subsidiaries and other corporations
     
     
     11,012
     
     
     11,344Restricted investments
     
     
     6,864
     
     
     Other long-term assets
     
     
     5,463
     
     
     1,090Total Other Assets
     
     
     23,339
     
     
     12,434TOTAL ASSETS
     
     $
     222,121
     
     $
     179,914
  See Notes to Consolidated Financial Statements.    3


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MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND MEMBERS INVESTMENT
(In Thousands)  May 31, 2010
(Unaudited)
     
     Aug 31, 2009
(Audited)LIABILITIES AND MEMBERS INVESTMENTCURRENT LIABILITIESShort-term notes payable
     
     $
     28,023
     
     $
     18,978Current portion of long-term debt, capital leases andbonds payable
     
     
     2,971
     
     
     5,026Accounts payable:Trade
     
     
     12,560
     
     
     11,596Checks outstanding
     
     
     648
     
     
     546Growers
     
     
     20,926
     
     
     17,704Total Accounts Payable
     
     
     34,134
     
     
     29,846Income tax
     
     
     859
     
     
     Accrued liabilities
     
     
     3,980
     
     
     2,946Total Current Liabilities
     
     
     69,967
     
     
     56,796LONG-TERM DEBT, CAPITAL LEASES, AND BONDS PAYABLE, NET OF CURRENT PORTION
     
     
     38,885
     
     
     33,519LONG-TERM DEFERRED INCOME TAX LIABILITY
     
     
     288
     
     
     354LONG-TERM UNRECOGNIZED TAX LIABILITY
     
     
     
     
     
     274LONG-TERM PENSION LIABILITY
     
     
     13,789
     
     
     12,827COMMITMENTS AND CONTINGENCIESTotal Liabilities
     
     
     122,929
     
     
     103,770MEMBERS INVESTMENTPreferred stock:Class A - 100,000 shares authorized, $105 par value;72,200 shares issued and outstanding
     
     
     7,581
     
     
     7,581Class B - 100,000 shares authorized, $75 par value; 72,200 shares issued and outstanding
     
     
     5,415
     
     
     5,415Class C - 100,000 shares authorized, $76 par value; 72,200 shares issued and outstanding
     
     
     5,487
     
     
     5,487Total Preferred stock
     
     
     18,483
     
     
     18,483Common stock, 600 shares authorized, $250 par value; issued and outstanding, 475 shares at May 31, 2010 and 474 shares at August 31, 2009
     
     
     119
     
     
     119Paid in capital in excess of par value
     
     
     32,094
     
     
     32,094Nonqualified allocated patronage
     
     
     49,783
     
     
     28,299Accumulated other comprehensive loss
     
     
     (12,756
     )
     
     (12,811
     )Retained earnings
     
     
     11,469
     
     
     9,960Total Members Investment
     
     
     99,192
     
     
     76,144TOTAL LIABILITIES AND MEMBERS INVESTMENT
     
     $
     222,121
     
     $
     179,914
  See Notes to Consolidated Financial Statements.    4


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MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)  Three-Months Ended
     
     Nine-Months EndedMay 31,
2010
     
     May 31,
2009
     
     May 31,
2010
     
     May 31,
2009REVENUE:Sales of sugar, co-products and yeast, net of discounts
     
     $
     54,926
     
     $
     61,844
     
     $
     167,394
     
     $
     171,348Changes in finished goods inventory and in-process sugar at NRV
     
     
     8,989
     
     
     (5,318
     )
     
     34,911
     
     
     41,556Total Revenue
     
     
     63,915
     
     
     56,526
     
     
     202,305
     
     
     212,904EXPENSES:Production costs of sugar, in-process sugar, co-products and yeast sold
     
     
     17,198
     
     
     17,106
     
     
     59,632
     
     
     66,973Sales and distribution costs
     
     
     8,670
     
     
     10,925
     
     
     30,576
     
     
     34,244General and administrative
     
     
     1,618
     
     
     1,699
     
     
     5,033
     
     
     5,160Interest
     
     
     485
     
     
     285
     
     
     1,500
     
     
     1,558(Gain) Loss on disposition of property and equipment
     
     
     
     
     
     (98
     )
     
     (122
     )
     
     (98
     )Total Expenses
     
     
     27,971
     
     
     29,917
     
     
     96,619
     
     
     107,837TOLLING & OTHER REVENUE
     
     
     536
     
     
     766
     
     
     7,624
     
     
     2,583NET PROCEEDS RESULTING FROM 
MEMBER AND NON-MEMBER BUSINESS 
BEFORE INCOME TAXES
     
     
     36,480
     
     
     27,375
     
     
     113,310
     
     
     107,650INCOME TAX BENEFIT (EXPENSE)
     
     
     (484
     )
     
     18
     
     
     (612
     )
     
     50NET PROCEEDS RESULTING FROM 
MEMBER AND NON-MEMBER BUSINESS
     
     $
     35,996
     
     $
     27,393
     
     $
     112,698
     
     $
     107,700DISTRIBUTION OF NET PROCEEDSCredited to members investmentComponents of net incomeIncome from non-member business
     
     $
     1,266
     
     $
     4
     
     $
     1,510
     
     $
     6Patronage income
     
     
     4,938
     
     
     4,528
     
     
     21,485
     
     
     24,789Net income credited to members investment
     
     
     6,204
     
     
     4,532
     
     
     22,995
     
     
     24,795Allocated costs of sugarbeets paid or payable to growers for production to date
     
     $
     29,792
     
     $
     22,861
     
     $
     89,703
     
     $
     82,905NET PROCEEDS RESULTING FROM MEMBER AND
NON-MEMBER BUSINESS
     
     $
     35,996
     
     $
     27,393
     
     $
     112,698
     
     $
     107,700
  See Notes to Consolidated Financial Statements.    5


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MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)  Nine-Months EndedMay 31,
2010
     
     May 31,
2009OPERATING ACTIVITIESNet income credited to members investment
     $
     22,995
     
     $
     24,795Add (deduct) noncash items:Depreciation
     
     6,617
     
     
     6,166Amortization
     
     290
     
     
     209(Gain) Loss on property and equipment disposals
     
     (122
     )
     
     (98
     )(Gain) Loss allocated from unconsolidated marketing subsidiaries
     
     1
     
     
     (6
     )Noncash portion of patronage capital credits
     
     (735
     )
     
     (908
     )Deferred income taxes
     
     (40
     )Changes in operating assets and liabilitiesAccounts receivable and advances
     
     (1,613
     )
     
     (3,405
     )Inventory and prepaid expenses
     
     (33,639
     )
     
     (40,963
     )Deferred charges and other assets
     
     1,088
     
     
     906Accounts payable, accrued liabilities and other liabilities
     
     10,394
     
     
     14,449Net cash used (in)/from operating activities
     
     5,236
     
     
     1,145INVESTING ACTIVITIESProceeds from disposition of property, plant and equipment
     
     123
     
     
     98Change in other assets
     
     (4,400
     )
     
     Capital expenditures
     
     (2,797
     )
     
     (4,083
     )Patronage received from other coops
     
     1,135
     
     
     418Net cash used in investing activities
     
     (5,939
     )
     
     (3,567
     )FINANCING ACTIVITIESNet proceeds from issuance of short-term debt
     
     9,045
     
     
     2,058Checks outstanding
     
     102
     
     
     Net proceeds from issuance of long-term debt
     
     
     
     
     10,000Payment of long-term debt and capital leases
     
     (4,082
     )
     
     (5,043
     )Payment of financing fees
     
     (743
     )
     
     (207
     )Payment of allocated patronage
     
     (3,626
     )
     
     (4,417
     )Net cash provided by financing activities
     
     696
     
     
     2,391NET INCREASE/(DECREASE) IN CASH
     
     (7
     )
     
     (31
     )CASH, BEGINNING OF YEAR
     
     94
     
     
     159CASH, END OF QUARTER
     $
     87
     
     $
     128SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash payments for (Receipts from)Interest
     $
     1,352
     
     $
     1,678Income taxes, net of refunds
     $
     68
     
     $
     (790
     )SUPPLEMENTAL DISCLOSURES 
OF NON-CASH INVESTING AND FINANCING ACTIVITIESProceeds for bond issuance transferred to restricted investment
     $
     7,000
     
     $
     Equipment purchased by issuance of capital lease
     $
     392
     
     $
     1,715
  See Notes to Consolidated Financial Statements.   6


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MINN-DAK FARMERS COOPERATIVE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS AND THREE MONTHS ENDED MAY 31, 2010 and 2009 (Unaudited)  1.The consolidated financial statements of the Company and that of its wholly owned subsidiary companies Minn-Dak Yeast Company (Minn-Dak Yeast) and Link Acquisition Company LLC (Link) for the three-month and nine-month periods ended May 31, 2010 and 2009 are unaudited and reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, contained in the Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2009. The results of operations for the three-month and nine-month periods ended May 31, 2010 are not necessarily indicative of the results for the entire fiscal year ending August 31, 2010.  2.Inventories of refined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis are valued at net realizable value, while third-party purchased refined sugar to be sold on a pooled basis is valued at the lower of cost or market.  Third-party sugar costs include product, delivery, poll adjustment, and refining fee costs. Inventory of yeast is valued at the lower of average cost or market. Materials and supplies are valued at most recent purchase price that approximates cost. During the periods when sugarbeets are purchased from growers and/or non-members, but not yet converted into refined sugar or in-process sugar, that inventory is valued at grower and/or non-members payment cost. In valuing inventories at Net Realizable Value (NRV), the Company, in effect sells the remaining inventory to the subsequent periods sugar and co-product pool. Pooled product inventories will normally increase to a peak valuation at the end of the processing campaign and decrease to a low point of valuation at or near fiscal year end.  3.In September 2009, and effective as of August 31, 2009, the Company declared a revolvement of the remaining 46 percent of the allocated patronage for the 2002-crop totaling $2.2 million and 33 percent of the allocated patronage for the 2003-crop totaling $1.4 million. These amounts were accrued as of August 31, 2009 and paid to the stockholders on September 18, 2009.  4.In November 2009, the Company allocated to members $3.7 million of patronage from the 2008-crop in the form of non-qualified allocated patronage credits.  5.As of May 31, 2010 the Company had $70.9 million of short-term credit capacity, $45.0 million with CoBank (the Bank) and $25.9 million with USDA Commodity Credit Corporation (CCC). Short term credit utilized as of May 31, 2010 consisted of $28.0 million, $11.6 million from the Bank and $16.4 million from CCC, leaving a remaining short-term credit capacity of $42.9 million. The decrease in seasonal debt from February 28, 2010 to May 31, 2010 is due to normal seasonal operations.  6.On December 15, 2009 the Company renewed the Revolving Credit Supplement through December 31, 2010. The Revolving Credit Supplement was renewed at $45.0 million. The bid loan supplement was not renewed.  7.On December 7, 2009, the Company applied for and received approval from Richland County to re-finance its tax-exempt long-term bonds.  All variable rate bonds outstanding as of January 15, 2010 were called and new variable rate bonds were issued with a single maturity date of February 1, 2023 with no associated gains or losses.  In addition, $7.0 million in new tax-exempt bonds, which are exempt from alternative minimum taxes, were approved by Richland County to finance future capital expenditures.  These variable rate bonds were issued on February 18, 2010 with a single maturity date of February 1, 2025.  The letters of credit from the Bank associated with these bonds were also renewed as of the date of the issuance of the bonds.  The new tax-exempt bonds, initially $7.0 million, are held as a restricted investment in a bond trust until qualified expenditures related to the bonds have been expended by the Company.    7


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8.Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on 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 current borrowing rates with similar maturities, the book value of the long-term debt as of May 31, 2010, was approximately $19.9 million of Bank debt in comparison to the fair value of $20.0 million.  Also included in the Companys long-term debt is $19.2 million in tax-exempt bonds, in comparison to the fair value of $19.2 million.  ·Proceeds for Bond Issuance Transferred to Restricted Investment included in the Companys Restricted Investments was $7.0 million in comparison to the fair value of $7.0 million.  ·Investments in CoBank, 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.  9.The Companys shareholders harvested 2,010,071 tons of sugarbeets from the 2009-crop, which created an estimated payment liability of $89.7 million.  This estimate was based upon an estimate of $44.62 per average ton payment.  10.The sugar beet industry is currently involved in litigation concerning the approval of Roundup Ready® sugarbeets.  Results of this litigation may impact the future costs associated with the sugar beet industry and the production of sugar from sugar beets.  11.The Financial Accounting Standards Board has issued FASB ASC 715 (formerly SFAS No. 158), Employers Disclosure about Pensions and Other Post-Retirement Benefits. This standard requires disclosures to interim and annual financial statements, which are effective for the interim period financial statements ending November 30, 2008, but does not change the recognition requirements related to pensions and post-retirement benefits.  Components of Net Periodic Benefit Cost for the Nine-Months Ended, May 31, 2010 and May 31, 2009  (In 000s)
     Pension Plan
     
     Other Than Pension Plan2010
     
     2009
     
     2010
     
     2009Service Cost
     $
     753
     
     $
     795
     
     $
     0
     
     $
     0Interest Cost
     
     1,383
     
     
     1,319
     
     
     0
     
     
     0Expected return on plan assets
     
     (1,119
     )
     
     (1,222
     )
     
     0
     
     
     0Amortization of prior service cost
     
     24
     
     
     25
     
     
     0
     
     
     0Amortization of transition cost
     
     0
     
     
     0
     
     
     0
     
     
     0Amortization of net (gain) loss
     
     457
     
     
     189
     
     
     0
     
     
     0Net periodic benefit cost
     $
     1,498
     
     $
     1,106
     
     $
     0
     
     $
     0
  Through the nine-months ended May 31, 2010, the Company has made $0.8 million contributions as compared to $0.9 million through the nine-months ended May 31, 2009.  The Company anticipates contributing $0.7 million in additional funds to its pension plan in FY 2010, for a total of $1.5 million.  Contributions in FY 2009 totaled $1.8 million.  12.Recently Issued Accounting Pronouncements  In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective upon issuance.    8


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In January 2010, the FASB issued new standards in the ASC 820,Fair Value Measurements and Disclosures. These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. The new disclosures regarding Level 1 and 2 fair value measurements and clarification of existing disclosures are effective for the Company beginning with its interim filing for February 2010. The disclosures about the rollforward of information in Level 3 are required for the Company with its interim filing in February 2011. This update will not have a material effect on the Companys results of operations, financial position or cash flows.  13.Change in Accounting Standards:  In June 2009, the FASB issued Accounting Standards Update 2009-01 Generally Accepted Accounting Principles  The Company adopted this ASU on September 1, 2009.  This standard did not have an impact on the Companys results of operations or financial condition.  However, throughout the notes to the financial statements references that were previously made to various former US GAAP pronouncements have been changed to coincide with the appropriate section of the ASC.   ITEM 2.
     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  This Discussion should be read in conjunction with information contained in the Consolidated Financial Statements     and Notes thereto and in the Companys Annual Report on Form 10K for fiscal year ended August 31, 2009.  OVERVIEW  The following discussion and analysis relates to the financial condition and results of operations of Minn-Dak Farmers Cooperative (the Company or the Registrant) for the three-month and nine-month periods ended May 31, 2010 (the third quarter of the Companys 2010 fiscal year). The Companys fiscal year runs from September 1 to August 31.  Any statements regarding future market prices, anticipated costs, agricultural results, operating results and other statements that are not historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. The words expect, project, estimate, believe, anticipate, plan, intend, could, may, predict and similar expressions are also intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other risks, including those set forth in the Companys reports filed with the Securities and Exchange Commission, including Item 1A of Part I of the Companys Annual Report on Form 10-K for the year ended August 31, 2009. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. These forward-looking statements are made as of the date of this report and the Company assumes no obligation to update such forward-looking statements, or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements.  Critical Accounting Policies and Estimates Preparation of the Companys consolidated financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. Management continually evaluates these estimates based on its professional judgment and other criteria it believes to be reasonable under the circumstances.  The difficulty in applying these policies arises from the assumptions, estimates and judgments that have to be made currently about matters that are inherently uncertain, such as future economic conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision decreases, meaning that actual results may be different from those currently estimated.    9


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Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made, and (2) other materially different estimates could have been reasonably made or changed from period to period.  There have been no material changes to the Companys critical accounting policies since the filing of its Annual Report on form 10-K for the year ended August 31, 2009. The Companys critical accounting estimates include the following:  Subsidiaries Subsidiaries that are controlled by the Company are consolidated in the Companys financial statements.   The Companys wholly owned subsidiary, Link Acquisition Company LLC (Link) was formed to advance possible strategic business activities by the Company.  On December 3, 2009 the USDA approved the transfer of 1.3709286 percent of the Domestic Beet Sugar Allotment from another processor to the Company through its subsidiary Link.  On February 1, 2010, the USDA approved the transfer of 0.8373168 percent of the Domestic Beet Sugar Allotment from the Company to another beet sugar processor, Wyoming Sugar Growers LLC.  The net result of these two transactions is an increase in the Companys beet sugar allocation for 2009 and later crop years.  The Companys allocation will be increased by approximately 26,750 short tons raw value for 2009. The transfers were made by the USDA in accordance with its regulations regarding the transfer of beet sugar allocations.  Costs associated with the acquisition of these allocation rights will be amortized over the remaining life of the farm program, currently estimated at four crop years.  Inventory Valuation Finished goods inventories of sugar, in process sugar, pulp and molasses are valued at estimated net realizable value. The Company derives its estimates from sales contracts, recent sales and evaluations of market conditions and trends. Changes in market conditions may cause managements estimates to differ from actual results.  Derivative and Hedging Activities FASB ASC 815 (formerly SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities) requires the Company to recognize all derivatives, as defined, on the balance sheet at fair value.  The Company periodically enters into fixed asset purchase contracts with foreign manufacturers and these contracts require portions of the total contract price to be paid in Euros. If the financial exposure is significant, the Company may enter into derivative contracts to reduce its exposure to variability in foreign currency markets associated with a fixed asset purchase.  As of May 31, 2010, the Company held no foreign currency derivatives or hedges.  Property and Equipment, Leased Property and Equipment and Depreciation Property and equipment as well as leased property and equipment are depreciated for financial reporting purposes principally using straight-line methods with estimated useful lives ranging from 3 to 40 years. Economic circumstances or other factors may cause managements estimates of expected useful lives to differ from actual.  The Company reviews its property and equipment and leased property and equipment for impairment whenever events indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recorded when the sum of the future cash flows is less than the carrying amount of the asset. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. There were no impairment losses incurred during the nine-month period covered by this report. However, considerable management judgment is necessary to estimate future cash flows and therefore these management estimates may differ from actual results.  Defined Benefit Pension Plan The Company maintains and administers a defined benefit pension plan. The annual cost of this plan can be significantly affected by changes in assumptions and differences between expected and actual experience. The Company utilizes actuarial methods required by FASB ASC 715 (formerly SFAS No. 158,  Employers Accounting for Defined Benefit Pension Plans and Other Post Retirement Plans) to account for its defined benefit pension plan. The actuarial methods require numerous assumptions to calculate the net periodic pension benefit expense and the related projected benefit obligations for the Companys defined benefit pension plan. Three of the most significant assumptions are the discount rates, expected long-term rate of return on plan assets, and rate of total compensation increase. In making these assumptions, the Company is required to consider current market conditions, including changes in interest assumptions.    10


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Key assumptions used to determine annual pension expense are as follows:  2010
     
     2009Discount rate
     6.19%
     
     6.50%Expected return on plan assets
     8.00%
     
     8.00%Rate of total compensation increase
     4.25%
     
     4.25%
  Discount Rate: An assumed discount rate is required to be used in the pension plan actuarial valuation. The discount rate is a significant assumption. The company uses the Mercer Pension Index for the discount rate to be applied with the plan year 2010 and forward.  Prior to the use of this Index, the plan sought guidance from outside pension experts for the appropriate rate.  The Company made this Index change to provide more transparency in its pension accounting activities.  Expected Return on Plan Assets: The expected long-term rate of return on plan assets should, over time; approximate the actual long-term returns on pension plan assets. The Companys methodology for selecting the Expected Return on Plan Assets is to seek guidance from outside pension experts for an appropriate rate.  The expected return on total Plan assets is developed by combining the Plans long-term asset class allocation targets with the long-term return expectations for each of these asset classes. Expected asset class returns are developed by the Plans investment consultant. The final assumption is chosen by the Company as their best estimate among a range of possible alternatives, and reviewed for reasonableness by the Plan actuary.  Rate of total Compensation Increase:  An assumption as to the rate of growth of an employees salary. This is the expected long-term rate for compensation increases used to cover all forms of increases from entry level to retirement.  This rate incorporates expected steps in pay scale, promotions, and any other form of pay increases.  The Companys methodology for selecting the rate is to seek guidance from outside pension experts for the appropriate rate.  Periodically, the compensation increase assumption is compared against actual Plan experience by the Company or the actuary. They will also compare the assumption to current expectations of factors that influence compensation rates such as cost of living increases and wage inflation. The final compensation increase assumption is chosen by the Company as their best estimate among a range of possible alternatives, and reviewed for reasonableness by the Plan actuary.  Income Taxes FASB ASC Topic 740-10 (formerly FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109). FASB ASC Topic 740-10 prescribes a threshold for the financial statement recognition and measurement of a tax position taken or is expected to be taken in an income tax return. FASB ASC Topic 740-10 requires that the Company determine whether the benefits of tax positions are more likely than not of being sustained upon audit based upon the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is more likely than not of being sustained in its financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in its financial statements.  The total amount of unrecognized tax benefits as of May 31, 2010 and May 31, 2009, respectively, are $0.0 million and $0.3 million. These amounts at May 31, 2010 and May 31, 2009, respectively, include accrued interest and penalties of $0.0 million and $0.1 million.  For purposes of FASB ASC Topic 740-10, the Company recognizes interest accrued related to unrecognized tax benefits in tax expense.   11


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The State of North Dakota and the Company as of May 31, 2010 were in the process of auditing the only tax issues related to the Companys FASB ASC Topic 710-10 liabilities. The Company has moved the projected outcome of the State of North Dakota tax audit from unrecognized tax benefits to a current tax liability based upon the Companys expectations of the final audit results.  ESTIMATED FISCAL YEAR 2010/ CROP YEAR 2009 INFORMATION  This discussion contains a summary of the Companys current estimates of the financial results to be obtained from the Companys processing of the 2009 sugarbeet crop. Given the nature of the estimates required in connection with the payments to members for their sugarbeets, this discussion includes forward-looking statements regarding the quantity of sugar to be produced from the 2009 sugarbeet crop, the net selling price for the sugar and co-products produced by the Company and the Companys operating costs. These forward-looking statements are based largely upon the Companys expectations and estimates of future events; as a result, they are subject to a variety of risks and uncertainties.  Some of those estimates, such as the selling price for the Companys products, the quantity of sugar produced from the sugarbeet crop, changes in plant production efficiencies and sugarbeet storage conditions are beyond the Companys control. The actual results experienced by the Company could differ materially from the forward-looking statements contained herein.  The Companys members harvested 2.0 million tons of sugarbeets from the 2009-crop, approximately 10.0 percent less than the most recent 5-year average, due to extremely wet harvest conditions in a significant part of its growing area.  Sugar content of the 2009-crop at harvest was 8.2 percent below the average for the five most recent crop years, due to late planting dates and cooler than average growing season, resulting in harvesting of immature beets.  Other factors impacting sugar production are sugar purity, the types of sugar impurity, operating conditions such as mud, and storage conditions for sugarbeets.   Primarily because of the lower harvested tons and lower sugar percent, the Companys production of sugar from the 2009-crop sugarbeets from member and non-member purchased sugarbeets was approximately 23.0 percent less than the average of the five most recent years of sugar production.  The Companys initial sugarbeet payment estimate used for the preparation of the November 30, 2009 financials totaled $40.00 per ton or $0.15546174 per harvested/bonus extractable pound of sugar, with the final sugarbeet payment determined in October of 2010. The Company increased the projected payment to $41.26 per ton or $0.16059681 per pound of sugar at the December 18, 2009 Board of Directors meeting.  The Company increased the projected payment to $42.76 per ton or $0.16643534 per pound of sugar at the March 23, 2010 Board of Directors meeting.  The Company increased the projected payment to $44.62 per ton or $0.1736675 per pound of sugar at the June 22, 2010 Board of Directors Meeting.  The $44.62 sugarbeet payment has a $1.00 per ton of sugarbeets budget contingency hold back until such time as the Company has an accurate assessment of what the final payment for the 2009 sugarbeet crop will be.  The final sugarbeet payment will be determined and paid in October of 2010.  The May 31, 2010 financial statements are based upon the $44.62 per ton estimate.  The estimated sugarbeet payment may be changed, modified or amended as additional information becomes available during the Companys fiscal year.  The lower projected 2009-crop payment per ton results from fewer total tons of beets processed, lower sugar content in the sugarbeets, lower pulp prices and increased operating and fixed costs per ton; and offset somewhat by higher sugar prices versus the prior year.  As of the date of this report, the Company has completed processing the 2009-crop.  It is the Companys policy to update its estimate of yearly crop payments only when a material change is sufficiently certain and the amount of such change is reasonably calculable.  RESULTS OF OPERATIONS  Comparison of the three-months ended May 31, 2010 and May 31, 2009 In the Consolidated Statements of Operations, Distribution of Net Proceeds, allocated costs of sugarbeets paid or payable to growers for production to date, net of unit retention capital, totaled $29.8 million, an increase of $6.9 million or 30.3 percent from the prior year. As of May 31, 2010, Management has estimated the Fiscal 2010 payment to growers for sugarbeets at $89.7 million, which is $2.3 million or 2.5 percent less than the prior year. The decrease in payments to members is primarily due to an increase of 0.1 million harvested tons, an increase of 0.2 million tons of tolled sugarbeets and a decrease of 0.2 million tons of non-patronage sugarbeets for a combined tonnage of slightly more delivered tons of sugarbeets, but of a lower quality.    12


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The decrease in payments to members is based upon (i) an average delivered sugar content of 15.5 percent, a 6.4 percent decrease from the 2008-crop, (ii) a total member sugarbeet crop to process of 2.0 million tons and (iii) the Companys projected selling price for its sugar, molasses and yeast being higher, offset by lower pulp prices when compared to the previous year.  Revenues for the quarter ended May 31, 2010 were comprised of Sugar 83 percent, Pulp 7 percent, Molasses 4 percent and Yeast 6 percent.  Revenue and inventory changes for the three-months ended May 31, 2010 increased $7.4 million from the 2009 period. Revenue from the sale of finished goods decreased $6.9 million and the change in the value of inventories increased $14.3 million.  Revenue from the sale of sugar decreased $5.2 million, or 10.5 percent reflecting a 19.2 percent decrease in volume and an 8.7 percent increase in the sales price for sugar.  The volume decrease is due to less projected sugar being produced from the 2009 vs. 2008 crop.  The price increase reflects a market wide response to a tighter supply of sugar.  During the three-month period ended May 31, 2010, the Company did not toll any sugarbeets for another sugar processor.  Revenue from pulp sales decreased $1.7 million, or 28.0 percent reflecting a 5.6 percent increase in sales volume and a 33.6 percent decrease in the average gross selling price. The increase in volume is primarily the result of timing of shipments to customers vs. the prior year. The decrease in gross selling price was due to lower demand for pulp and lower prices for corn and other commodities used in feed rations during the primary marketing time frame.  Revenue from molasses sales decreased $0.6 million or 19.3 percent reflecting a 17.9 percent decrease in sales volume and a 1.4 percent decrease in the average gross selling price. The decrease in sales volume is primarily the result of the timing of shipments to customers vs. the prior year.  The selling price decrease reflects slightly lower market demand from the prior period.  Revenues from yeast sales increased $0.5 million, or 14.2 percent reflecting a 1.0 percent decrease in the average selling price and a 15.2 percent increase in the sales volume. Marketplace prices are stable. Volume increases resulted from increased demand from existing customers.  The other contributing factor to the change in revenues results from the change in finished goods inventories. The increase in the value of finished goods inventories for the three-months ended May 31, 2010 amounted to $9.0 million or $14.3 million more than the $5.3 million decrease in the value of finished goods inventories for the three-months ended May 31, 2009.  The primary factor for the increased change in inventories was due to higher levels of sugar inventory produced during the period vs. the prior year due primarily to the tolling of another processors sugarbeets during the 2nd quarter which resulted in more of the companys beets being processed in the 3rd quarter.  In the consolidated Statement of Operations, Expenses section, production costs of sugar, in-process sugar, co-products and yeast totaled $17.2 million, $0.1 million or 0.3 percent more than the prior year.   Production costs were negatively impacted by conditions of the harvested sugarbeets and the resulting impact on long-term storage.  Marketing costs totaled $8.7 million, $2.3 million or 20.6 percent less than the quarter ended May 31, 2009.The decrease in marketing costs is primarily due to lower sugar allocation costs and sugar marketing costs.  Comparison of the nine-months ended May 31, 2010 and May 31, 2009 In the Consolidated Statements of Operations, Distribution of Net Proceeds, allocated costs of sugarbeets paid or payable to growers for production to date, net of unit retention capital, totaled $89.7 million, an increase of $6.8 million or 8.2 percent from the prior year.  As of May 31, 2010, Management has estimated the Fiscal 2010 payment to growers for sugarbeets at $89.7 million, which is $2.3 million or 2.5 percent less than the prior year. The decrease in payments to members is primarily due to an increase of 0.1 million harvested tons, an increase of 0.2 million tons of tolled sugarbeets and a decrease of 0.2 million tons of non-patronage sugarbeets for a combined tonnage of slightly more delivered tons of sugarbeets, but of a lower quality.    13


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The decrease in payments to members is based upon (i) an average delivered sugar content of 15.5 percent, a 6.4 percent decrease from the 2008-crop, (ii) a total member sugarbeet crop to process of 2.0 million tons and (iii) the Companys projected selling price for its sugar, molasses and yeast being higher, offset by lower pulp prices when compared to the previous year.  Revenues for the nine-months ended May 31, 2010 were comprised of Sugar 85 percent, Pulp 6 percent, Molasses 3 percent and Yeast 6 percent.  Revenue and inventory changes for the nine-months ended May 31, 2010 totaled $202.3 million, a decrease of $10.6 million or 5.0 percent from the fiscal 2009 period. Revenue from the sale of finished goods decreased $3.9 million and the change in the value of inventories decreased $6.7 million.  During the nine-month period ended May 31, 2010, the Company tolled approximately 0.2 million tons of sugarbeets for another processor.  For financial statement purposes, this activity resulted in tolling revenue vs. sugar revenue on these tons processed.  Revenue from the sale of sugar decreased $5.3 million, or 3.8 percent reflecting a 12.6 percent decrease in volume and an 8.8 percent increase in the sales price for sugar. The volume decrease was due to a smaller crop and tolling vs. purchasing outside beets. The price increase reflects a market wide response to a tighter supply of sugar available for sale.  Revenue from pulp sales decreased $1.6 million, or 10.7 percent reflecting a 26.1 percent increase in sales volume and a 36.8 percent decrease in the average gross selling price. The increase in volume is primarily the result of carry-over sales from the prior fiscal year and timing of shipments to customers vs. the prior year. The decrease in gross selling price was due to lower demand for pulp and lower prices for corn and other commodities used in feed rations during the primary marketing time frame.  Revenue from molasses sales increased $1.2 million, or 15.2 percent reflecting a 7.1 percent increase in sales volume and an 8.1 percent increase in the average gross selling price. The increase in sales volume is primarily the result of higher production to the marketing pool this year and the timing of shipments to customers vs. the prior year.  The selling price increase reflects the value of carry-over sales from August 31, 2008 into the first quarter ended November 30, 2008, which were significantly lower than the carry-over sales prices from August 31, 2009 into the first quarter ended November 30, 2009.  As future period sales reflect the current crop marketing efforts, the overall price increase from market demand is expected to be less dramatic.  Revenues from yeast sales increased $1.7 million, or 17.5 percent reflecting a 5.8 percent increase in the average selling price and an 11.7 percent increase in the sales volume. Marketplace prices are higher, a reflection of much higher factory input and freight costs experienced by the industry, necessitating some pass-through of these costs to customers. Volume increases resulted from increased demand from existing customers.  The other contributing factor to the change in revenues results from the change in finished goods inventories. The increase in the value of finished goods inventories for the nine-months ended May 31, 2010 amounted to $34.9 million or $6.6 million less of an increase in the value of finished goods inventories for the nine-months ended May 31, 2009.   The primary change in inventories resulted from less sugar inventory in the form of juice being on hand as of May 31, 2010 vs. May 31, 2009.  During the period ended May 31, 2009, the Company held juice in storage at the request of United for pool marketing needs.  In the consolidated Statement of Operations, Expenses section, production costs of sugar, in-process sugar, co-products and yeast totaled $59.6 million, $7.3 million or 11.0 percent less than the prior year.The cost of outside purchased beets decreased by $9.0 million from the nine-month period ended May 31, 2009 due to substantially less purchases of outside sugarbeets.    14


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Marketing costs totaled $30.6 million, $3.6 million or 10.7 percent less than the nine-months ended May 31, 2009. The decrease in marketing costs is primarily due to less non-member sugar purchases by United due to prior year marketing opportunities and less prior year inventory distribution costs.  LIQUIDITY AND CAPITAL RESOURCES  Because the Company operates as a cooperative, payment for member-delivered sugarbeets, the principal raw material used in producing the sugar and agri-products it sells, are subordinated to all member business expenses.  In addition, actual cash payments to members are spread over a period of approximately one year following delivery of sugarbeet crops to the Company and are net of unit retains and patronage allocated to them, all three of which remain available to meet the Companys capital requirements. This member financing arrangement may result in an additional source of liquidity and reduced outside financing requirements in comparison to a similar business operated on a non-cooperative basis. However, because sugar is sold throughout the year (while sugarbeets are processed primarily between September and April) and because substantial amounts of equipment are required for its operations, the Company has utilized substantial outside financing on both a seasonal and long-term basis to fund such operations.  The short and long-term financing has been primarily provided by CoBank (the Bank). The Company has a short-term line of credit with the Bank totaling $45.0 million through December 31, 2010. The Company also had $25.9 million of seasonal financing capacity for the period ending May 31, 2010 through the USDA Commodity Credit Corporation under the USDA Sugar Loan Provisions contained in the 2008 Farm Bill. Short term credit utilized as of May 31, 2010 consisted of $28.0 million, $11.6 million from the Bank and $16.4 million from CCC, leaving a remaining short-term credit capacity of $42.9 million. The Company does not anticipate seasonal debt capacity concerns for the balance of the 2009-crop cycle.  The Company may need to acquire additional seasonal debt capacity during the term of the current short-term line of credit period if the 2010 crop is significantly greater than an average size crop.   The Company has historically been able to acquire additional seasonal debt capacity for this circumstance and anticipates no difficulty in obtaining additional seasonal financing if it is necessary for the initial payments related to the 2010-crop prior to the 2010 short-term line of credit renewal.  On December 15, 2009, the Company renewed, through December 31, 2010, the revolving Credit Supplement with the Bank. The loan agreements included the following:  The revolving Credit Supplement was renewed at $45.0 million, $5.0 million less than the prior agreement.  The $5.0 million reduction will reduce un-advanced loan fees for the Company.  The loan agreements between the Bank and the Company obligate the Company to maintain the following financial covenants, and financial statements in accordance with GAAP:  ·Maintain a current ratio of no less than 1.10 for the first quarter of a fiscal year and 1.15 for all other quarter and fiscal year ends;  ·Maintain a long-term debt and capitalized leases to equity ratio of not greater than .8:1;  ·Maintain available cash flow to current long-term debt ratio as defined in the agreement of not less than 1.25:1.  As of May 31, 2010 the Company was in compliance with its loan agreement covenants with the Bank.  On December 7, 2009, the Company applied for and received approval from Richland County to re-finance its tax-exempt long-term bonds.  All variable rate bonds outstanding as of January 15, 2010 were called and new variable rate bonds were issued with a single maturity date of February 1, 2023 with no associated gains or losses.  In addition, $7.0 million in new tax-exempt bonds, which are exempt from alternative minimum taxes, were approved by Richland County to finance future capital expenditures.  These variable rate bonds were issued on February 18, 2010 with a single maturity date of February 1, 2025.  These variable rate bonds are traded at approximately 70 percent of 7-day LIBOR, and are secured by a letter of credit from the Bank.    15


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Working Capital as of May 31, 2010 totals $34.9 million compared to $13.4 million at August 31, 2009, an increase of $21.5 million for the period. Increased working capital is a result of the normal operational and capital expenditure activities of the Company. The Companys normal working capital position pattern is to increase during the first, second and third quarters of its fiscal year and decline during the fourth quarter. The fourth quarter decline is normally attributed to inter-campaign maintenance costs, a higher level of capital spending during the non-operating period, and the recording of shareholder equity revolvements.   The Companys estimate of working capital for August 31, 2010 is approximately $14.5 million.  The Company has approximately five years of Bank long-term debt remaining and it has two tax-exempt bond issues, with single maturity dates of February 1, 2023 and February 1, 2025.  Capital expenditures for fiscal year 2010 had been approved at $5.8 million. The Board of Directors authorized additional capital expenditures during the three-month period ended May 31, 2010 which are intended to increase the capacity of the sugar manufacturing under certain conditions. The Company is funding these capital expenditures through a combination of depreciation, as an element of working capital, and additional long-term debt in the form of tax-exempt bonds.  Cash from operations totaled $5.2 million versus $1.1 million for the nine-month periods ended May 31, 2010 and 2009, respectively. The increase of $4.1 million was the result of lower net income, lower inventory and accounts receivable, lower prepaid expenses and lower accrued liabilities.  The Net Cash used for Investing Activities was $5.9 million versus $3.5 million for the nine-month periods ended May 31, 2010 and 2009, respectively. This increase was primarily the result of an increase in other assets offset by lower capital expenditures.  The Net Cash Provided by financing activities was $0.7 million versus $2.3 million for the nine-month periods ended May 31, 2010 and 2009, respectively.  The change in seasonal debt was $9.0 million versus $2.0 million for the nine-month periods ended May 31, 2010 and 2009, respectively. Proceeds of long-term debt were $0.0 million versus $10.0 million for the nine-month periods ended May 31, 2010 and 2009, respectively.  Cash decreased less than $0.1 million for the nine-month period ended May 31, 2010.  During the nine-month period ended May 31, 2010, the Company issued $7.0 million of new tax exempt bonds resulting from the Federal Governments economic stimulus legislation.  The proceeds of these bonds are required to be placed in a trust account until the Company makes qualifying investments that allow for the use of the proceeds of these bonds. The Company intends to use all of the proceeds from the bond issuance on qualifying capital expenditures within the time period required in the bond indenture.  OTHER  Estimated Fiscal Year 2011 Information On September 22, 2009, the Companys Board of Directors determined that the planting level for the 2010-crop will be 150 percent of member preferred shares plus a 10 percent measuring tolerance for a total maximum planting of 160 percent and a total minimum planting of 140 percent of member preferred shares.  A substantial portion of the projected 2010-crop sugar sales have been contracted at levels slightly higher than the 2009-crop.  The condition of the 2010-crop, as of the date of this report, is considered to be significantly above average and has the potential to exceed the Companys processing capacity.    16


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Food, Conservation and Energy Act of 2008 The Food, Conservation and Energy Act of 2008 (the Farm Bill) enacted in June 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.  Generally, the Farm Bill:  ·maintains a non-recourse loan program, ·sets a minimum overall allotment quantity for U.S. producers at no less than 85 percent of domestic consumption, ·maintains a system of marketing allocations for sugarbeet and sugar cane producers, ·restricts imports of foreign sugar and ·provides a new market balancing mechanism to divert any oversupply of sugar from sugar producers to ethanol producers.  Under the Farm Bill, sugar processors can borrow funds on a non-recourse basis from the Commodity Credit Corporation (CCC), with repayment of such funds secured by sugar.  If the price of sugar drops below the forfeiture price, the processors can forfeit the sugar securing the loans to the CCC in lieu of repayment.  Processors may also obtain CCC loans for in-process sugar or syrups at 80 percent of the loan rate.  The Farm Bill incorporates gradual loan rate increases for raw and refined sugar.  For raw sugar, the loan rate will increase three-quarters of a cent per pound, raw value, phased-in in quarter-cent increments over crop years 2009-2011.  Raw cane loan rates will remain at 18.00 cents per lb in 2008 then rise gradually to 18.75 cents by 2011, and they will remain at 18.75 cents per lb for the 2012 crop year.  Refined beet sugar loan rates are set at 23.45 cents per lb for the 2009 crop and thereafter are set at a rate equal to 128.5 percent of the loan rate per pound for raw cane sugar for each of the 2010 through 2012 crop years.  The United States Department of Agriculture (USDA) has historically maintained raw and refined sugar prices above the forfeiture price without cost to the U.S. Treasury by regulating the supply of sugar in the U.S. market through management of a tariff rate quota system.  Currently, forty exporting countries retain guaranteed preferential access to the U.S. market under World Trade Organization (WTO) and Free Trade Agreement (FTA) rules.  Mexicos access has been unlimited since January 1, 2008.  This Farm Bill sets a minimum overall allotment quantity for U.S. producers at no less than 85 percent of domestic consumption and provides a market balancing mechanism if there is an oversupply in the domestic sugar market.  If the Secretary of Agriculture determines there is an oversupply of sugar, the new market balancing mechanism requires the Secretary to divert the excess sugar from sugar producers to ethanol producers while minimizing the cost to the U.S Treasury.  Although the market balancing mechanism will provide sustainability to the sugar industry in the short term, there is no assurance that the sugar-to-ethanol program will be in place after the Farm Bill expires.  The marketing allotments and allocations set forth under the Farm Bill affect the sugar produced from the 2008 crop through the 2012 crop.  On an annual basis, the marketing allotments and the corresponding allocation to the Company will dictate the amount of sugar the Company can sell into the domestic market.  The Companys marketing allocation for the 2009 crop is currently set at approximately 6.5 million hundredweight.  The Companys allocation may reduce or increase the amount of sugar the Company can market for a given year, thus affecting the number of acres of sugarbeets required for processing to produce that amount of sugar.  North American Free Trade Agreement The North American Free Trade Agreement (NAFTA) governs sweetener trade between the United States and Mexico.  Under the NAFTA, tariffs on over-quota imports of sugar from and exports of sugar to Mexico expired on January 1, 2008.  Imports of Mexican sugar could cause material harm to the United States sugar market.  The Company has no way to predict the extent to which Mexico will take advantage of its export opportunities to the United States*.*  Regional and Bilateral Free Trade Agreements The United States government may continue to pursue international trade agreements.  The Company monitors the U.S. governments international trade policy because it may lead to additional commitments to import sugar into the U.S. market. The primary agreements under consideration that affect sugar, to the Companys knowledge, are the Columbia Free Trade Agreement; the Thailand Free Trade Agreement; the Panama Free Trade Agreement; the Free Trade Area of the Americas; the South African Customs Union Free Trade Agreement, the Trans Pacific Partnership Trade Agreement and others. The Columbia Free Trade Agreement and the Panama Free Trade Agreement have been completed, signed, but as yet not been ratified by the U.S. Congress. The Company is uncertain when these two trade agreements will be brought before Congress for a vote. Many of the countries included in these agreements are major sugar producers and exporters.    17


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The impact of the various trade agreements on the Company cannot be assessed at this time due to the uncertainty concerning the terms of the agreements and whether they will ultimately be implemented.  It is possible, however, that the passage of various trade agreements could have a material adverse effect on the Company through a reduction in acreage that can be planted by the Companys shareholders, and/or a reduction in sugar selling prices, and a corresponding reduction in the sugarbeet payment to the shareholders and to the Company earnings.  The Doha Round negotiations of the World Trade Organization have resumed but it is unclear at this time whether these negotiations will result in an agreement any time soon.  If formal negotiations are successful, the outcome of any negotiated arrangement could have adverse consequences for the Company.  Environmental 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 normal course of business.  The Company works closely with all affected government agencies to resolve environmental issues that arise and believes they will be resolved without any adverse effect on the Company.  The Companys sugar manufacturing process is energy intensive and generates carbon dioxide and other Greenhouse Gases (GHGs).  Several bills have been introduced in the United States Senate and House of Representatives that would regulate GHGs and carbon dioxide emissions in order to reduce the impact of global climate change.In June 2009 the United States House of Representatives passed H.R. 2454, the American Clean Energy and Security Act (ACES).  This bill creates a system for regulating emissions of GHGs and also creates a market for emission allowances or credits.Similar legislation is being considered in the U.S. Senate.It is uncertain whether the steps necessary to move this bill or similar bills through the legislative process will be completed this fiscal year.  The Company believes it is likely that industries generating GHGs, including the Company, will be subject to either federal or state regulation relating to climate change policies sometime in the 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 with imported sugar.  These policies could have a significant negative impact on the Companys beet payment to shareholders if it is unable to pass the increased costs on to the Companys customers.  Separately, the Environmental Protection Agency (EPA) finalized findings that GHG emissions endanger public health and welfare through their impact on climate change, and that motor vehicles cause or contribute to dangerous GHG pollution.  The findings, which respond to the Supreme Courts 2007 decision inMassachusetts v. EPA, legally obligates the EPA to issue GHG standards for motor vehicles under the Clean Air Act and supports the EPAs effort to use existing legal authority to regulate GHGs.In March 2009 the EPA proposed regulations mandating reporting of greenhouse gas emissions from all sectors of the economy.  The proposed regulation would apply to downstream facilities with greenhouse gas emissions equal to or greater than 25,000 tons per year and to upstream suppliers of fossil fuels and industrial greenhouse gases as well as to manufacturers of vehicles and engines.  Those subject to the regulations would be required to submit annual reports of emissions of carbon dioxide (CO2)and other types of gasses.  The EPA subsequently issued final rules, which became effective on December 29, 2009, thatwill require companies subject to the rule to begin collecting emissions data on January 1, 2010 and file their first self-certified reports in March 2011. As an emitter of GHGs the Company is watching legislative and regulatory developments carefullyand their potential impact to the Company, including working with key political contacts to try to get relief, where necessary, from onerous legislative and agency rules.Yet, the Company cannot predict what financial and business impact any new proposed laws or agency rules will have on the Company.    18


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Also, the Occupational Safety and Health Administration (OSHA) has issued anadvance notice of proposed rulemaking (ANPR), whereby OSHA is requesting comments, including data and other information, on issues related to the hazards of combustible dust in the workplace. OSHA plans to use the information received in response to this notice in developing a proposed broad standard for combustible dust. The Company believes that sugar dust will be included in the definition of combustible dust and therefore subject to the new proposed standard. The Company and the Sugar Industry are working together to provide the necessary information to OSHA regarding sugar dust, and to monitor and provide input to OSHA on the proposed combustible dust standard going forward. The Company cannot determine at this time if any final rule on combustible dust will have a material negative impact on its future earnings or on its beet payments to growers.  The Company is currently reviewing the April 29, 2010 draft form of the EPAs regulation known as the National Emission Standard for Hazardous Air Pollutants (NESHAP). The EPA, under the Clean Air Act, is required to set national emission standards for hazardous air pollutants that reflect Maximum Achievable Control Technology (MACT).  The rule must be finalized by December 16, 2010. Commonly referred to as the Industrial Boiler MACT rule, it requires owners of industrial, commercial or institutional boilers whose facilities are deemed to be a major source of hazardous air pollutants to comply with the Industrial Boiler MACT rule. Based upon information gained by the Company, it is believed that the Company will have to comply with the Industrial Boiler MACT rule.  Compliance with this new rule will be unique to each facility and therefore may require the Company to conduct a compliance study that will establish baseline emissions information, and then compare that against the emissions limits under the rule. The Company is in the process of hiring a consulting firm to help it understand, and if necessary, comply with this new rule. Compliance date for the Industrial Boiler MACT rule is expected to be late in the year 2013 or early 2014. The Company cannot determine at this time if compliance with the final rule will have a material negative impact on its future earnings or on its beet payments to growers.   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  There have been no material changes to the Companys Quantitative and Qualitative Disclosures About Market Risk since the filing of the Companys Annual Report on Form 10-K for the year ended August 31, 2009.   ITEM 4T.  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer (together the Certifying Officers), of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of May 31, 2010, the end of the period covered by this report. Based upon that evaluation, the Certifying Officers concluded that the Companys disclosure controls and procedures were effective.  Inherent Limitations on Effectiveness of Controls Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the management and the Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the financial statements.    19


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Management personnel, including the Certifying Officers, recognize that the Companys internal control over financial reporting cannot prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Changes in Internal Control over Financial Reporting There was no change in the Companys internal control over financial reporting during the three-months ended May 31, 2010 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.    20


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PART II.  OTHER INFORMATION  Item 1.  Legal Proceedings  On September 21, 2009 the U.S. District Court (the Court) ruled against the defendant, U.S. Department of Agriculture (USDA), in the Roundup Ready® sugarbeet case finding that the USDA violated federal law by failing to prepare an Environmental Impact Statement before deregulating Roundup Ready® sugarbeets.  The Court, in its decision, determined that the USDA is now required to prepare a full Environmental Impact Statement (EIS). It initially set October 30, 2009 as the date to address the remedy phase of the case.  It is during this remedy phase that the actual impact of the decision on sugarbeet producers and the Company would become more defined.  On December 4, 2009 the Court decided how it would proceed with the next phase of litigation concerning the approval of Roundup Ready® sugarbeets. The Court took no action on December 4th that would restrict growers choice or ability to plant Roundup Ready® sugarbeets in 2010.  Subsequent to the December 4th Court hearing, the Plaintiffs for this case filed a preliminary injunction with the Court. The Plaintiffs moved to preclude all further planting, cultivation, processing, or other use of genetically engineered Roundup Ready® sugarbeets or sugar beet seeds, including but not limited to permitting any Roundup Ready® sugar beet seed crop to flower. Plaintiffs proposed preliminary injunction also included requiring the sugar beet seed crop that has already been planted to be pulled up. On March 16, 2010 the judge denied the preliminary injunction.  While there has been no legal interference experienced by the Company with the planting of, nor is it anticipating any legal issues with the harvesting of, the 2010 commercial root crop, it cannot determine going forward what legal decisions there may be, if any, that would prevent the planting of Roundup Ready® sugar beet seed in 2011 and beyond by its shareholders.  The Court has scheduled a hearing for August 13, 2010 regarding remedies that will be imposed while the EIS is being completed. The timing of the hearing is subject to change by the Court.  The results of this hearing are expected to determine the actual direct impact of the decision on the Company and its sugarbeet producers.  There is no way to predict how the Court will rule in the remedy phase.  It is possible that the Court could in some way restrict the use of Roundup Ready® sugarbeet seed for the seed and/or commercial root crops pending completion of the EIS.  The number of years required to complete the EIS is currently uncertain, but could be as much as three years, with completion in 2013.  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 1 A, Risk factors in the Companys 2009 Annual Report on Form 10-K.  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. None  Item 3.  Defaults Upon Senior Securities None  Item 4.   Submission of Matters to a Vote of Security Holders None  Item 5.  Other Information None  Item 6.  Exhibits a)   Exhibits Item #31.1  Section 302 Certification of the President and Chief Executive Officer Item #31.2  Section 302 Certification of the Executive Vice President and Chief Financial Officer Item #31.3  Section 302 Certification of the Controller and Chief Accounting Officer Item #32.1  Section 906 Certification of the President and Chief Executive Officer Item #32.2  Section 906 Certification of the Executive Vice President and Chief Financial Officer    21


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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.    MINN-DAK FARMERS COOPERATIVE(Registrant)Date:
     July 14, 2010
     
     /s/ DAVID H. ROCHEDavid H. Roche
President and Chief Executive OfficerDate:
     July 14, 2010
     
     /s/ STEVEN M. CASPERSSteven M. Caspers
Executive Vice President and Chief Financial Officer
    22


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