UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549






FORM 10-Q






xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2011



OR



oTRANSITION
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.



|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 during the preceding 12 months.



|YES   o | NO   o
|------- | ------



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



Large Accelerated Filero
  Accelerated Filero
  Non-Accelerated Filerx
  Smaller Reporting Co o



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).



|YES   o | NO   x
|------- | ------









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



| | Class of Common Stock |  |  | Outstanding at January 12, 2012 | 
| | --------------------- |  |  | ------------------------------- | 
| | $250
    Par Value    |  |  | 475                             | 



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)



|                                                                                |  | Nov 30, 2011 (Unaudited) |          | Aug 31, 2011 (Audited)
|------------------------------------------------------------------------------- |  | ------------------------ | -------- | ----------------------
|ASSETS                                                                          |  |                          |          |                       
|                                                                                |  |                          |          |                       
|CURRENT ASSETS                                                                  |  |                          |          |                       
|Cash                                                                            |  | $                        | 161      |                       
|                                                                                |  |                          |          |                       
|Current bond trust                                                              |  |                          | 561      |                       
|                                                                                |  |                          |          |                       
|Receivables                                                                     |  |                          |          |                       
|Trade accounts                                                                  |  |                          | 18,482   |                       
|Patrons                                                                         |  |                          | 1,548    |                       
|Receivable from affiliates                                                      |  |                          | 806      |                       
|Other receivables                                                               |  |                          | 109      |                       
|Total Receivables                                                               |  |                          | 20,945   |                       
|                                                                                |  |                          |          |                       
|Inventories                                                                     |  |                          |          |                       
|Refined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis |  |                          | 69,208   |                       
|Non-member refined sugar                                                        |  |                          | 455      |                       
|Sugarbeet inventory                                                             |  |                          | 77,060   |                       
|Yeast                                                                           |  |                          | 183      |                       
|Beet chemicals                                                                  |  |                          | 4,063    |                       
|Materials and supplies                                                          |  |                          | 15,644   |                       
|Total Inventories                                                               |  |                          | 166,613  |                       
|                                                                                |  |                          |          |                       
|Deferred charges                                                                |  |                          | 143      |                       
|Prepaid expenses                                                                |  |                          | 2,271    |                       
|Current deferred income tax asset                                               |  |                          | 11       |                       
|                                                                                |  |                          |          |                       
|Total Current Assets                                                            |  |                          | 190,705  |                       
|                                                                                |  |                          |          |                       
|PROPERTY, PLANT AND EQUIPMENT                                                   |  |                          |          |                       
|Land and land improvements                                                      |  |                          | 29,622   |                       
|Buildings                                                                       |  |                          | 37,964   |                       
|Factory/Agricultural equipment                                                  |  |                          | 163,884  |                       
|Other equipment                                                                 |  |                          | 6,620    |                       
|Capitalized leases                                                              |  |                          | 3,353    |                       
|Construction in progress                                                        |  |                          | 10,318   |                       
|Total Property, Plant and Equipment                                             |  |                          | 251,761  |                       
|Less accumulated depreciation                                                   |  |                          | (146,777 | )                     
|Net Property, Plant and Equipment                                               |  |                          | 104,984  |                       
|                                                                                |  |                          |          |                       
|OTHER ASSETS                                                                    |  |                          |          |                       
|Investment in other cooperatives and other corporations                         |  |                          | 10,945   |                       
|Investment in unconsolidated marketing subsidiaries                             |  |                          | 201      |                       
|Bond trust                                                                      |  |                          | 102      |                       
|Bond financing costs                                                            |  |                          | 487      |                       
|Other long-term assets                                                          |  |                          | 1,854    |                       
|Total Other Assets                                                              |  |                          | 13,589   |                       
|                                                                                |  |                          |          |                       
|TOTAL ASSETS                                                                    |  | $                        | 309,278  |                       



See Notes to Consolidated Financial Statements.



3







MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND PATRONS’ INVESTMENT
(In Thousands)



|                                                                                                                                                  |  | Nov 30, 2011 (Unaudited) |         | Aug 31, 2011 (Audited)
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | ----------------------
|LIABILITIES AND PATRONS’ INVESTMENT                                                                                                               |  |                          |         |                       
|                                                                                                                                                  |  |                          |         |                       
|CURRENT LIABILITIES                                                                                                                               |  |                          |         |                       
|Short-term notes payable                                                                                                                          |  | $                        | 72,014  |                       
|                                                                                                                                                  |  |                          |         |                       
|Current portion of long-term debt and capital leases                                                                                              |  |                          | 3,012   |                       
|                                                                                                                                                  |  |                          |         |                       
|Accounts payable:                                                                                                                                 |  |                          |         |                       
|Trade                                                                                                                                             |  |                          | 11,577  |                       
|Checks outstanding                                                                                                                                |  |                          | 1,861   |                       
|Patrons                                                                                                                                           |  |                          | 70,221  |                       
|Total Accounts Payable                                                                                                                            |  |                          | 83,659  |                       
|                                                                                                                                                  |  |                          |         |                       
|Income tax                                                                                                                                        |  |                          | 4       |                       
|                                                                                                                                                  |  |                          |         |                       
|Payable to affiliates                                                                                                                             |  |                          | 1,837   |                       
|                                                                                                                                                  |  |                          |         |                       
|Accrued liabilities                                                                                                                               |  |                          | 3,837   |                       
|                                                                                                                                                  |  |                          |         |                       
|Total Current Liabilities                                                                                                                         |  |                          | 164,363 |                       
|                                                                                                                                                  |  |                          |         |                       
|LONG-TERM DEBT, CAPITAL LEASES, AND BONDS PAYABLE, NET OF CURRENT PORTION                                                                         |  |                          | 41,945  |                       
|                                                                                                                                                  |  |                          |         |                       
|LONG-TERM DEFERRED INCOME TAX LIABILITY                                                                                                           |  |                          | 155     |                       
|                                                                                                                                                  |  |                          |         |                       
|OTHER LONG-TERM LIABILITIES                                                                                                                       |  |                          | 681     |                       
|                                                                                                                                                  |  |                          |         |                       
|LONG-TERM PENSION LIABILITY                                                                                                                       |  |                          | 17,916  |                       
|                                                                                                                                                  |  |                          |         |                       
|COMMITMENTS AND CONTINGENCIES                                                                                                                     |  |                          |         |                       
|                                                                                                                                                  |  |                          |         |                       
|Total Liabilities                                                                                                                                 |  |                          | 225,060 |                       
|                                                                                                                                                  |  |                          |         |                       
|PATRONS’ INVESTMENT                                                                                                                               |  |                          |         |                       
|Preferred stock:                                                                                                                                  |  |                          |         |                       
|Class A - 100,000 shares authorized, $105 par value; 72,200 shares issued and outstanding                                                         |  |                          | 7,581   |                       
|Class B - 100,000 shares authorized, $75 par value;  72,200 shares issued and outstanding                                                         |  |                          | 5,415   |                       
|Class C - 100,000 shares authorized, $76 par value;  72,200 shares issued and outstanding                                                         |  |                          | 5,487   |                       
|Total Preferred stock                                                                                                                             |  |                          | 18,483  |                       
|Common stock, 600 shares authorized, $250 par value;   issued and outstanding, 476 shares at November 30, 2011  and 476 shares at August 31, 2011 |  |                          | 119     |                       
|Paid in capital in excess of par value                                                                                                            |  |                          | 32,094  |                       
|Unit retention capital                                                                                                                            |  |                          | 3,104   |                       
|Nonqualified allocated patronage                                                                                                                  |  |                          | 35,717  |                       
|Accumulated other comprehensive loss-interest swap                                                                                                |  |                          | (858    | )                     
|Accumulated other comprehensive loss-pension                                                                                                      |  |                          | (15,556 | )                     
|Retained earnings                                                                                                                                 |  |                          | 11,115  |                       
|Total Patrons’ Investment                                                                                                                         |  |                          | 84,218  |                       
|                                                                                                                                                  |  |                          |         |                       
|TOTAL LIABILITIES AND PATRONS’ INVESTMENT                                                                                                         |  | $                        | 309,278 |                       



See Notes to Consolidated Financial Statements.



4







MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)



|                                                                                |  | Three-Months Ended
|------------------------------------------------------------------------------- |  | ------------------
|                                                                                |  | Nov 30, 2011      
|                                                                                |  |                   
|REVENUE:                                                                        |  |                   
|Sales of sugar, co-products and yeast, net  of discounts                        |  | $                 
|Changes in finished goods inventory and in-process sugar at NRV                 |  |                   
|Total Revenue                                                                   |  |                   
|                                                                                |  |                   
|EXPENSES:                                                                       |  |                   
|Production costs of sugar, in-process sugar, co-products and yeast sold         |  |                   
|Sales and distribution costs                                                    |  |                   
|General and administrative                                                      |  |                   
|Interest                                                                        |  |                   
|(Gain) loss on disposition of property and equipment                            |  |                   
|Total Expenses                                                                  |  |                   
|                                                                                |  |                   
|TOLLING & OTHER REVENUE                                                         |  |                   
|                                                                                |  |                   
|NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS BEFORE INCOME TAXES  |  |                   
|                                                                                |  |                   
|INCOME TAX BENEFIT (EXPENSE)                                                    |  |                   
|                                                                                |  |                   
|NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS                      |  | $                 
|                                                                                |  |                   
|DISTRIBUTION OF NET PROCEEDS                                                    |  |                   
|Credited to patrons’ investment                                                 |  |                   
|Components of net income                                                        |  |                   
|Income from non-patron business                                                 |  | $                 
|Patronage income                                                                |  |                   
|Net income credited to patrons’ investment                                      |  |                   
|                                                                                |  |                   
|Allocated costs of sugarbeets paid or payable to patrons for production to date |  | $                 
|                                                                                |  |                   
|NET PROCEEDS RESULTING FROM PATRON AND NON-PATRON BUSINESS                      |  | $                 



See Notes to Consolidated Financial Statements.



5







MINN-DAK FARMERS COOPERATIVE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)



|                                                                        |  | Three-Months Ended
|----------------------------------------------------------------------- |  | ------------------
|                                                                        |  | Nov 30, 2011      
|                                                                        |  |                   
|OPERATING ACTIVITIES                                                    |  |                   
|Net income credited to patrons’ investment                              |  | $                 
|Accumulated other comprehensive gain/(loss)-interest swap               |  |                   
|Add (deduct) noncash items:                                             |  |                   
|Depreciation                                                            |  |                   
|Amortization                                                            |  |                   
|(Gain) loss on property and equipment disposals                         |  |                   
|Loss allocated from unconsolidated marketing subsidiaries               |  |                   
|Noncash portion of patronage capital credits                            |  |                   
|Deferred income taxes                                                   |  |                   
|Changes in operating assets and liabilities                             |  |                   
|Accounts receivable and advances                                        |  |                   
|Inventory and prepaid expenses                                          |  |                   
|Deferred charges and other assets                                       |  |                   
|Accounts payable, accrued liabilities and other liabilities             |  |                   
|Net cash (used in)/provided by operating activities                     |  |                   
|                                                                        |  |                   
|INVESTING ACTIVITIES                                                    |  |                   
|Proceeds from disposition of property, plant and equipment              |  |                   
|Tax exempt bond trust draw                                              |  |                   
|Capital expenditures                                                    |  |                   
|Net cash (used in)/provided by investing activities                     |  |                   
|                                                                        |  |                   
|FINANCING ACTIVITIES                                                    |  |                   
|Net proceeds from issuance of short-term debt                           |  |                   
|Checks outstanding                                                      |  |                   
|Payment of long-term debt and capital leases                            |  |                   
|Payment of financing fees                                               |  |                   
|Equity payment to estate                                                |  |                   
|Payment of allocated patronage                                          |  |                   
|Net cash (used in)/provided by financing activities                     |  |                   
|                                                                        |  |                   
|NET INCREASE/(DECREASE) IN CASH                                         |  |                   
|                                                                        |  |                   
|CASH, BEGINNING OF YEAR                                                 |  |                   
|                                                                        |  |                   
|CASH, END OF PERIOD                                                     |  | $                 
|                                                                        |  |                   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                       |  |                   
|Cash payments for (Receipts from)                                       |  |                   
|Interest                                                                |  | $                 
|                                                                        |  |                   
|Income taxes, net of refunds                                            |  | $                 
|                                                                        |  |                   
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES |  |                   
|                                                                        |  |                   
|Unit retain deductions from patron payable                              |  | $                 
|                                                                        |  |                   
|Proceeds for bond issuance transferred to restricted investment         |  | $                 



See Notes to Consolidated Financial Statements.



6







MINN-DAK FARMERS COOPERATIVE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

NOVEMBER 30, 2011 and 2010

(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 period ended November
30, 2011 and 2010 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, 2011. The results of operations for the
three-month period ended November 30, 2011 are not necessarily indicative of the results for the entire fiscal year ending August
31, 2012.



2.Inventories of refined sugar, in-process sugar, pulp and molasses to be sold on a pooled basis are valued at Net Realizable
Value (“NRV”), while third-party purchased refined sugar to be sold on a pooled basis is valued at the lower of cost
or market. Third-party refined 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 (including conventional seed and chemicals) are valued
at most recent purchase price that approximates cost. During the periods when sugarbeets are purchased from shareholder/growers
and/or non-members, but not yet converted into refined sugar or in-process sugar, that sugarbeet inventory is valued at grower
and/or non-members payment cost. In valuing inventories at NRV, the Company, in effect sells the remaining inventory to the subsequent
period’s 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 2011, and effective as of August 31, 2011, the Company revolved the remaining 76% of the allocated patronage
for the fiscal year ended August 31, 2005 totaling $3,706,906 and 59% of the allocated patronage for the fiscal year ended August
31, 2006, totaling $2,485,193. In addition, for the fiscal period ending August 31, 2011 the Company revolved $23,830 of allocated
patronage and $4,451 of unit retains to certain deceased members estates.



4.In November 2011, the Company allocated to shareholders $6.2 million of patronage from the 2010-crop in the form of
non-qualified allocated patronage credits.



5.Short term credit capacity as of November 30, 2011 totaled $93.0 million; $56.0 million has been borrowed from CoBank
(the “Bank”) and $16.0 million from the USDA Commodity Credit Corporation “CCC”. That leaves the Company
with a remaining short-term credit capacity totaling $21.0 million. The increase in seasonal debt from August 31, 2011 to November
30, 2011 is due to normal seasonal operations for a 1.9 million ton crop.



|        |  |               |      |          |   |                 |  |   |      | 
|------- |  | ------------- | ---- | -------- | - | --------------- |  | - | ---- | 
|Source  |  | Capacity      |      | Utilized |   | Unused Capacity | 
|        |  | (In Millions) |      |          |   |                 | 
|        |  |               |      |          |   |                 | 
|Co-Bank |  | $             | 65.0 |          | $ | 56.0            |  | $ | 9.0  | 
|CCC     |  | $             | 28.0 |          | $ | 16.0            |  | $ | 12.0 | 
|Total   |  | $             | 93.0 |          | $ | 72.0            |  | $ | 21.0 | 



6.On November 15, 2011, the Company and its Bank agreed to a temporary increase in the seasonal line of credit from $45.0
million to $65.0 million through December 31, 2011. On December 22, 2011, the Company and the Bank agreed to establish the seasonal
line of credit from January 1, 2012 through December 31, 2012 at $65.0 million.



7







7.On November 30, 2010, the Company applied for and received approval from Richland County to sell $8.8 million of new
tax-exempt bonds, which are also exempt from alternative minimum taxes, to finance future capital expenditures. These variable
rate bonds (currently at 0.16 percent interest rate) were issued on November 30, 2010 with a single maturity date of November 1,
2025. The letters of credit from the Bank associated with all of the bonds were also renewed as of the date of the issuance of
the November 30, 2010 bonds, with the letters of credit increasing $9.1 million, representing the $8.8 million in principal plus
interest. These tax-exempt bond proceeds are held as a restricted investment in a bond trust until qualified expenditures related
to the bonds have been expended by the Company.



8.Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets
and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which
it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent
risk, transfer restrictions, and risk of nonperformance.



The fair value hierarchy requires the Company to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Three levels of inputs may be used to measure fair value:



Level 1: Quoted prices in active markets for identical
assets or liabilities

Level 2: Includes the following inputs:

·Quoted prices in active markets for similar assets or liabilities

·Quoted prices for identical or similar assets or liabilities in markets that are not active

·Or other inputs that are observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities.

Level 3: Unobservable inputs that are supported by little
or no market activity and that are significant to the fair value of assets or liabilities.



·Long-Term Debt, Inclusive of Current Maturities – Based upon discounted cash flows and current borrowing rates with
similar maturities, the book value of the Bank debt of approximately $15.0 million and $15.8 million compares to fair values of
$15.0 million and $15.8 million respectively as of November 30, 2011 and August 31, 2011.  Also included in the Company’s
long-term debt was $28.1 million and $28.1, million in tax exempt bonds, in comparison to the fair value of $28.1 million and $28.1
million respectively as of November 30, 2011 and August 31, 2011.



· Proceeds for Bond Issuance Transferred to Restricted Investment –included in the Company’s current
bond trust and restricted long-term other assets was $0.7 million and $3.6 million in comparison to the fair value of $0.7 million
and $3.6 million as of November 30, 2011 and August 31, 2011.



·Investments in Other Cooperatives and Other Corporations – 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.



·Investments in Unconsolidated Marketing Subsidiaries – 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 – there were no open foreign currency forward contracts as of November 30,
2011 or August 31, 2011.



8







·Interest Rate Contracts – Based on the zero coupon method in which the term, notional amount, and re-pricing
date of the interest rate swap match the term, re-pricing date, and principal amount of the interest-bearing liability on which
the hedging interest payments are due, the fair value of the interest rate contracts as of November 30, 2011 was a liability of
$0.9 million and August 31, 2011 was a liability of $0.9 million. The current portion of the liability ($0.2 million as of November
30, 2011 and $0.2 million as of August 31, 2011) is included in accrued liabilities and the long-term portion of the liability
($0.7 million as of November 30, 2011 and $0.7 million as of August 31, 2011) is included in other long-term liabilities. 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. Because the critical terms of the swap contracts and the
notes payable are the same, the swap contracts effectively hedge the risk of changes in interest payments. Due to this, the changes
in the fair value of the swap contracts have been excluded from the statement of operations. Financial instruments recorded at
fair value on a recurring basis are as follows:



|                                  |  |              |              |                   |        |                                                   |   |         |   |         |     |       |   |   |   |   |     |     | 
|--------------------------------- |  | ------------ | ------------ | ----------------- | ------ | ------------------------------------------------- | - | ------- | - | ------- | --- | ----- | - | - | - | - | --- | --- | 
|Interest Rate Swaps (In Millions) |  |              |              |                   |        | Fair Value of Liabilities as of November 30, 2011 |  
|                                  |  |              |              |                   |        |                                                   |   |         |   |         |     |       |   |   |   |   |     |     | 
|Fiscal Year                       |  | Notional Amt |              | Ave Interest Rate |        | Level 1                                           |   | Level 2 |   | Level 3 |     | Total |  
|                                  |  |              |              |                   |        |                                                   |   |         |   |         |     |       |  
|2012                              |  | $            | 45.0 Million |                   | 0.587% |                                                   | $ | —       |   | $       | 0.1 |       | $ | — |   | $ | 0.1 |    
|2013                              |  | $            | 40.0 Million |                   | 1.607% |                                                   | $ | —       |   | $       | 0.4 |       | $ | — |   | $ | 0.4 |    
|2014                              |  | $            | 30.0 Million |                   | 2.305% |                                                   | $ | —       |   | $       | 0.3 |       | $ | — |   | $ | 0.3 |    
|2015                              |  | $            | 5.0 Million  |                   | 3.685% |                                                   | $ | —       |   | $       | 0.1 |       | $ | — |   | $ | 0.1 |    
|                                  |  |              |              |                   |        |                                                   |   |         |   |         |     |       |   |   |   |   |     |    
|Total                             |  |              |              |                   |        |                                                   |   | $       | — |         | $   | 0.9   |   | $ | — |   |     | 0.9 | 



|                                  |  |              |              |                   |        |                                                 |   |         |   |         |     |       |   |   |   |   |     |     | 
|--------------------------------- |  | ------------ | ------------ | ----------------- | ------ | ----------------------------------------------- | - | ------- | - | ------- | --- | ----- | - | - | - | - | --- | --- | 
|Interest Rate Swaps (In Millions) |  |              |              |                   |        | Fair Value of Liabilities as of August 31, 2011 |  
|                                  |  |              |              |                   |        |                                                 |   |         |   |         |     |       |   |   |   |   |     |     | 
|Fiscal Year                       |  | Notional Amt |              | Ave Interest Rate |        | Level 1                                         |   | Level 2 |   | Level 3 |     | Total |  
|                                  |  |              |              |                   |        |                                                 |   |         |   |         |     |       |  
|2012                              |  | $            | 30.0 Million |                   | 0.853% |                                                 | $ | —       |   | $       | 0.2 |       | $ | — |   | $ | 0.2 |    
|2013                              |  | $            | 25.0 Million |                   | 1.870% |                                                 | $ | —       |   | $       | 0.3 |       | $ | — |   | $ | 0.3 |    
|2014                              |  | $            | 15.0 Million |                   | 2.879% |                                                 | $ | —       |   | $       | 0.3 |       | $ | — |   | $ | 0.3 |    
|2015                              |  | $            | 5.0 Million  |                   | 3.685% |                                                 | $ | —       |   | $       | 0.1 |       | $ | — |   | $ | 0.1 |    
|                                  |  |              |              |                   |        |                                                 |   |         |   |         |     |       |   |   |   |   |     |    
|Total                             |  |              |              |                   |        |                                                 |   | $       | — |         | $   | 0.9   |   | $ | — |   | $   | 0.9 | 



9.The Company’s shareholder/growers harvested 1,954,638 tons of sugarbeets from the 2011-crop, which created a revised
(in December 2011) estimated payment liability of $130.8 million. As a result of increased net sales, the estimate was revised
to $66.91 per ton (average quality beets) or $0.2267457 per harvested/bonus extractible pound of sugar.



10.The sugar beet industry and the Company have been or are currently involved in various litigation concerning the approval
of Roundup Ready® sugarbeets for planting in 2012 and forward. The legal proceedings
to date have resulted in the finding that, for the 2012-crop, it is legal for the Company’s shareholder/growers to plant
Roundup Ready® sugarbeet seed. However, the Company believes that there will continue to be legal challenges to the USDA’s
partial deregulation of the Roundup Ready® sugarbeet seed. The ability of shareholder/growers to plant Roundup Ready® sugarbeets
in subsequent years will be based upon actions by the USDA, which may be subject to further challenge by certain groups who oppose
the partial deregulation.



Environmental law restrictions on the use of Roundup Ready®
sugarbeet seeds or other restriction relating to sugarbeet seeds or herbicides could have a significant, negative financial impact
on the Company and its shareholder/growers.



The Company has incurred $4.1 million in costs related to the raising
of conventional seed for the 2012-crop year. These costs are reflected as inventory and the method of allocating these costs back
to the 2012-crop patrons has not been determined.



9







11.The following schedule provides thecomponents of Net Periodic Benefit Cost for the Three-Months Ended, November
30, 2011 and 2010.



|                                   |  |              |      |                         |   |        |   |        |   |  |   |   | 
|---------------------------------- |  | ------------ | ---- | ----------------------- | - | ------ | - | ------ | - |  | - | - | 
|(In 000’s)                         |  | Pension Plan |      | Other Than Pension Plan |  
|                                   |  | FY2012       |      | FY2011                  |   | FY2012 |   | FY2011 |  
|Service Cost                       |  | $            | 326  |                         | $ | 320    |   | $      | — |  | $ | — | 
|Interest Cost                      |  |              | 525  |                         |   | 498    |   |        | — |  |   | — | 
|Expected return on plan assets     |  |              | (493 | )                       |   | (416   | ) |        | — |  |   | — | 
|Amortization of prior service cost |  |              | 8    |                         |   | 8      |   |        | — |  |   | — | 
|Amortization of transition cost    |  |              | —    |                         |   | —      |   |        | — |  |   | — | 
|Amortization of net (gain) loss    |  |              | 221  |                         |   | 271    |   |        | — |  |   | — | 
|Net periodic benefit cost          |  | $            | 587  |                         | $ | 681    |   | $      | — |  | $ | — | 



Through the three-months ended November 30, 2011, the
Company has made $0.0 million of contributions as compared to $0.0 million through the three-months ended November 30, 2010. The
Company anticipates contributing $4.3 million in additional funds to its pension plan in Fiscal Year 2012, for a total of $4.3
million. Contributions in Fiscal Year 2011 totaled $1.8 million.



12.Recently Issued Accounting Pronouncements:



In May, 2011, the FASB issued ASU 2011-4, amendments
to achieve common Fair Value Measurement and Disclosure requirements in U.S GAAP and IFRSs. This amendment is to ensure that fair
value has the same meaning in U.S. GAAP and International Financial Reporting Standards (IFRSs) and that their respective fair
value measurement and disclosure requirements are the same. This guidance is effective during the interim and annual periods beginning
after December 15, 2011. The Company does not expect that this authoritative guidance will have any material effect on the Company’s
financial statements.



In December, 2011 the FASB issued ASU 2011-12 deferring
the effective date for amendments to the presentation and reclassification of items out of accumulated other comprehensive income
in ASU 2011-05. This update is effective for fiscal years, and interim periods within those years, beginning after December 15,
2011. In June, 2011, the FASB issued ASU 2011-5. The objective of this amendment is to improve the comparability, consistency,
and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This guidance
is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not
expect that this authoritative guidance will have any material effect on the Company’s financial statements as it only requires
a change the format of the Consolidated Statements of Changes in Members’ Investment and Comprehensive Income.



In September, 2011, the FASB issued ASU 2011-08. The
objective of this amendment is to simplify how entities test goodwill for impairment allowing an entity to use a qualitative approach
to test goodwill for impairment. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal
years beginning after December 15, 2011. The Company does not expect that this authoritative guidance on impairment testing will
have a material effect on the Company’s financial statements.



In December, 2011, the FASB issued ASU 2011-10. The objective
of this amendment is to resolve the diversity in practice about whether the guidance in Subtopic 360-20 applies to a parent that
ceases to have a controlling financial interest in a subsidiary that is in substance real-estate as a result of default on the
subsidiary’s nonrecourse debt. This guidance is effective for fiscal years ending after June 15, 2012, and interim and annual
periods thereafter. This authoritative guidance will not have any effect on the Company’s financial statements.



In December, 2011, the FASB issued ASU 2011-11. The amendments
in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial
statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments
for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.



10







13.Change in Accounting Standards:



There were no changes to Accounting Standards for the
quarter ending November 30, 2011.



14.Subsequent Events:



The Company has considered subsequent events through the date the
financial statements were issued.



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
10-K for fiscal year ended August 31, 2011.



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
period ended November 30, 2011 (the first quarter of the Company’s 2012 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, 2011. 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



There have been no material changes to the Company’s critical
accounting policies and estimates since the filing of its Annual Report on form 10-K for the year ended August 31, 2011.



ESTIMATED FISCAL YEAR 2012/ CROP YEAR 2011
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 2011 sugarbeet crop. Given the nature
of the estimates required in connection with the payments to shareholder/growers for their sugarbeets, this discussion includes
forward-looking statements regarding the quantity of sugar to be produced from the 2011 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 shareholder/growers harvested 1.95 million tons
of sugarbeets from the 2011-crop, approximately 20 percent less than the most recent 5-year average. Sugar content of the 2011-crop
was 5.0 percent above the average of the five most recent years. Due to the lower harvested tons and higher sugar content, the
Company’s production of sugar from the 2011-Crop sugarbeets is expected to be 20.0 percent less than the average of the five
most recent years of sugar production.



11







The Company’s initial sugarbeet payment estimate totaled $64.72
per ton or $0.2196174 per harvested /bonus extractible pound of sugar. As a result of increased net sales, the estimate was revised
to $66.91 per ton (average quality beets) or $0.2267457 per harvested/bonus extractible pound of sugar and it is anticipated this
revision to the beet payment estimate will be approved by the board of directors prior to the February 2012 beet payment. This
revised projected payment is 28 percent more than the final 2010-crop payment per ton and 15 percent more per pound of extractible
sugar. The higher projected 2011-crop payment per ton results from higher sugar content in the sugarbeets, improved sugar prices,
offset by some degree by; increased operating and fixed costs per ton, less total tons of beets processed, offset by less beet
discards, versus the prior year. The price per pound of extractible sugar was diluted by 0.7 percent due to bonus sugar for the
2011-crop vs. 6.5 percent for the 2010-crop. Bonus sugar is an incentive payment to shareholder/growers to deliver sugarbeets prior
to main harvest. Harvest for the 2011-crop began on September 21, 2011 vs. the 2010-crop beginning on August 18, 2010.



As of the date of this report, the Company has taken into consideration
key indicators of actual results vs. projections used for the revised sugarbeet payment estimate. Consideration has been given
to beet inventory storage conditions, projected net selling prices, factory operation costs, and sugar, pulp and molasses production.
No change in the revised estimated beet payment has resulted from this review. 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 November 30, 2011 and 2010



In the Consolidated Statements of Operations, Distribution of Net
Proceeds, allocated costs of sugarbeets paid or payable to shareholder/growers for production to date totaled $55.3 million, a
decrease of $12.8 million or 18.8 percent from the prior year period. As of November 30, 2011, Management has revised the estimated
Fiscal 2012 payment to shareholder/growers for sugarbeets to $130.8 million, which is $49.8 million or 27.6 percent less than the
prior year.



The decrease in payments to shareholder/growers is based upon (i)
a total shareholder/grower sugarbeet crop to process of 1.95 million tons with no discarded sugarbeets which is a 37 percent decrease
from the 2010-crop, (ii) an average delivered sugar-content of 17.4 percent, which is a 3.5 percent increase from the 2010-crop
and (iii) the Company’s increased projected selling price for its sugar, pulp, molasses and yeast when compared to the previous
year.



Revenues for the three-month period ended November 30, 2011 were
comprised of Sugar 86 percent, Pulp 5 percent, Molasses 5 percent and Yeast 4 percent.



Consolidated revenue for the three-month period ended November 30,
2011 from the sales of Sugar, Pulp, Molasses and Yeast as well as changes in finished goods inventory and in-process sugar at NRV,
decreased $17.7 million or 14.1 percent from the three-month period ended November 30, 2010. The table below reflects the percentage
changes in product revenues, prices and volumes for the three-month period ended November 30, 2011.



|                   |  |                   |   |                 |  |                        |  |                              |       |                       |  |       |    |  |      |   |  |       |    | 
|------------------ |  | ----------------- | - | --------------- |  | ---------------------- |  | ---------------------------- | ----- | --------------------- |  | ----- | -- |  | ---- | - |  | ----- | -- | 
|                   |  | Revenue $ Million |   | Change vs. 2010 |  | Revenue Percent Change |  | Selling Price Percent Change |       | Volume Percent Change | 
|                   |  |                   |   |                 |  |                        |  |                              |       |                       |  |       |    |  |      |  
|Sugar              |  |                   | $ | 66.0            |  |                        |  | $                            | 3.6   |                       |  | 5.8   | %  |  | 16.9 | % |  | (11.1 | %) | 
|Pulp               |  |                   |   | 4.0             |  |                        |  |                              | (1.5  | )                     |  | (27.7 | )  |  | 22.6 |   |  | (50.3 | )  | 
|Molasses           |  |                   |   | 4.0             |  |                        |  |                              | 0.8   |                       |  | 25.4  |    |  | 4.2  |   |  | 21.2  |    | 
|Yeast              |  |                   |   | 2.9             |  |                        |  |                              | (0.4  | )                     |  | (12.0 | )  |  | (4.0 | ) |  | (8.0  | )  | 
|Finished Goods/NRV |  |                   |   | 30.3            |  |                        |  |                              | (20.2 | )                     |  |       |    |  |      |   |  |       |    | 
|                   |  |                   |   |                 |  |                        |  |                              |       |                       |  |       |    |  |      |   |  |       |    | 
|Total              |  |                   | $ | 107.2           |  |                        |  | $                            | (17.7 | )                     |  | (14.1 | %) |  |      |   |  |       |    | 



12







The decrease in volume of sugar sold is attributable to a smaller
2011-crop, delivered by shareholder/growers coupled with a very high demand from customers. The net decrease in volume of co-products
sold is attributable to a smaller 2011-crop causing a later start to manufacturing on a pool wide basis. Overall returns per ton
for Pulp and Molasses are projected to be higher for the Fiscal Year ended August 31, 2012. Returns for Pulp and Molasses throughout
the fiscal year will be impacted by prior period carry-over sales, inventory levels, product mix and timing of sales. Yeast sales
volume decreased due to existing customers’ decreased demand for yeast in the 2011 period.



The value of finished product inventories for the three-month period
ended November 30, 2011 increased $30.3 million, $20.2 million less than the three-month period ended November 30, 2010. The change
in Sugar and Juice inventories accounted for substantially all of the change vs. 2010.



Expenses for the three-month period ended November 30, 2011 decreased
$2.5 million. $5.2 million decreased due to fewer operating days, $2.7 million increased due to Sales and Distribution Costs associated
with third party sugar purchases and less than $0.1 million decreased due to General, Administrative, and Interest costs.



LIQUIDITY AND CAPITAL RESOURCES



Because the Company operates as a cooperative, payment for shareholder/grower-delivered
sugarbeets, the principal raw material used in producing the sugar and co-products it sells, are subordinated to all Company business
expenses. In addition, actual cash payments to shareholder/growers are spread over a period of approximately one year following
delivery of sugarbeet crops to the Company and are net of per unit retains and patronage allocated to them, both of which remain
available to meet the Company’s capital requirements. This shareholder financing arrangement may result in an additional
source of liquidity and reduce 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-term financing has been primarily provided by Co-Bank
(the Bank). Long-term financing has been a combination of conventional loans with the Bank and tax exempt bonds whose required
letters of credit have been provided by The Bank. The Company also has the ability to borrow money on a short-term basis from the
USDA Commodity Credit Corporation “CCC” using the Company’s sugar inventory as collateral.



On November 15, 2011, the Company and its Bank agreed to a temporary
increase in the seasonal line of credit from $45.0 million to $65.0 million through December 31, 2011. On December 22, 2011, the
Company and the Bank agreed to establish the seasonal line of credit from January 1, 2012 through December 31, 2012 at $65.0 million.



November 30, 2011 Seasonal Debt Information:



|        |  |          |               |          |   |                 |  |   |      | 
|------- |  | -------- | ------------- | -------- | - | --------------- |  | - | ---- | 
|Source  |  | Capacity |               | Utilized |   | Unused Capacity | 
|        |  |          | (In Millions) |          |   |                 |  |   |      | 
|        |  |          |               |          |   |                 |  |   |      | 
|Co-Bank |  | $        | 65.0          |          | $ | 56.0            |  | $ | 9.0  | 
|CCC     |  | $        | 28.0          |          | $ | 16.0            |  | $ | 12.0 | 
|Total   |  | $        | 93.0          |          | $ | 72.0            |  | $ | 21.0 | 



During the three-month period ended November 30, 2011 the Company
was reimbursed from the bond trust for qualified capital expenditures in the amount of $2.9 million in accordance with the sale
of $8.8 million in tax exempt bonds during fiscal 2011. In addition, the Company is eligible to have an additional $0.6 million
reimbursed from the bond trust as of November 30, 2011 as an additional source of available cash.



The loan agreements between the Bank and the
Company obligate the Company to maintain, “In accordance with GAAP”, the following financial covenants:

|  |                                                                                                                                                  
|- | -------------------------------------------------------------------------------------------------------------------------------------------------
|• | 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 measured at fiscal year-end.



As of November 30, 2011 the Company was in compliance with its loan
agreement covenants with the Bank.



13







Net Cash used in operations totaled $25.9 million for the three-month
period ended November 30, 2011, compared to $53.2 million used for the previous period. This decrease of $27.3 million in net cash
used vs. the period ended November 30, 2011; was primarily due to the differences in the sugarbeet projected payments recorded
liability, actual payments to shareholder/growers , and the associated additional inventory needs for processing materials from
the record 2010-crop vs. the 2011-crop.



The net cash provided by investing activities totaled $0.9 million
for the three-month period ended November 30, 2011, compared to $1.1 million provided by for the period ended November 30, 2010.
The primary change was the result of less Capital Expenditures and less Tax Exempt Bond Trust draws.



The net cash provided by financing activities totaled $25.2 million
for the three-month period ended November 30, 2011 compared to $52.1 million for the period ended November 30, 2010. This decrease
of $26.9 million was primarily due to a $25.9 million decrease in short term debt obligations required for the payment of sugarbeets
from the record 2011-crop vs. 2010-crop. All other factors totaled $1.1 million.



The Company anticipates that the funds necessary for working capital
requirements and future capital expenditures will be derived from operations, short-term borrowings, depreciation, patronage and
long-term borrowings.



Working capital increased $10.9 million for the for the three-month
period ended November 30, 2011. The Company funds its capital expenditure and debt retirement needs primarily from operating activities.



Cash increased $0.1 million for the for the three-month period ended
November 30, 2011.



Capital expenditures for fiscal year 2012 have been approved at
$9.0 million. The capital expenditures are for equipment to improve efficiency, improved beet storage, improved rail facilities
and safety and replacement activities. Failure by the Company to make capital expenditures over a period of years could result
in the Company being less competitive due to its failure to reduce costs, increase operating efficiencies or increase revenues.



The Bonds are secured by a Letters of Credit from the Bank. The
letter of credit is ultimately secured by the plant and property of the Company’s facility at Wahpeton, ND.



The Company is not aware of any known trends, demands, commitments,
events or uncertainties that will likely result in the Company’s liquidity increasing or decreasing materially.



Other than those items described above, the Company is not aware
of any known material trends, either favorable or unfavorable, that would cause the mix of equity to debt or the cost of debt to
materially change.



OTHER



Estimated Fiscal Year 2013 Information



The Company’s Board of Directors initial planting level for
the 2012-crop has been established at a minimum of 140% and a maximum of 160% times units of stock. The Company’s Board of
Directors is authorized to modify the Company’s planting level based upon changing facts and circumstances.



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 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.



14







The Company cannot predict whether future changes in environmental
laws or regulations might increase the cost of operating its facilities and conducting its business. Any such changes could have
financial consequences for the Company and its members.



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 10-K for the Fiscal Year ended August 31,
2011.



ITEM 4. 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 November 30, 2011, 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.



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 have been no material changes to the Company’s internal
control over financial reporting since the filing of the Company’s Form 10-K for the period ended August 31, 2011 that has
materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.



PART II.  OTHER INFORMATION



Item 1.  Legal
Proceedings



See Item 3. Legal Proceedings in the Company’s 2011 Annual
Report on Form 10-K.



Item 1A.  Risk
Factors



There have been no material changes from risk factors as previously
disclosed in the Company’s Form 10-K. 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 2011 Annual Report
on Form 10-K.



15







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 Vice President and Chief Financial Officer

Item #32.1   Section 906 Certification
of the President and Chief Executive Officer

Item #32.2   Section 906 Certification
of the Vice President and Chief Financial Officer



b)  Bylaws

Item 3(iv) Amended Bylaws of Minn-Dak Farmers Cooperative.
Incorporated by reference as filed on Form 8-k on December 12, 2011.





16





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: | JANUARY 12, 2012 |  | /s/ DAVID H. ROCHE                        
|      |                  |  | David H. Roche                            
|      |                  |  | President and Chief Executive Officer     
|      |                  |  |                                           
|      |                  |  |                                           
|Date: | JANUARY 12, 2012 |  | /s/ RICHARD J. KASPER                     
|      |                  |  | Richard J. Kasper                         
|      |                  |  | Vice President and Chief Financial Officer













17