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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|/x/ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended August 31, 1999

or

|/ / | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------------

Commission File Nos. 33-83868; 333-11693 and 333-32251

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AMERICAN CRYSTAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

|Minnesota(State of incorporation)                                                 |  | 84-0004720(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------------------- |  | -------------------------------------------------
|101 North Third Street
Moorhead, MN 56560(Address of principal executive offices) |  | (218) 236-4400(Registrant's telephone number)    

Securities
registered pursuant to Section 12(b) of the Act:
NONE

Securities
registered pursuant to Section 12(g) of the Act:
NONE

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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 (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/

As
of November 16, 1999, 2,951 shares of the Registrant's Common Stock and 498,570 shares of the Registrant's Preferred Stock were outstanding. There is no established public
market for the Registrant's Common Stock or Preferred Stock. Although there is a limited, private market for shares of the Registrant's stock, the Registrant does not obtain information regarding the
transfer price in transactions between its members and therefore is unable to estimate the aggregate market value of the Registrant's shares held by non-affiliates.

DOCUMENTS INCORPORATED BY REFERENCENONE

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PART I

This report contains forward-looking statements and information based upon assumptions by the American Crystal Sugar Company's (the "Company") management,
including assumptions about risks and uncertainties faced by the Company. These forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "believes",
"will" or similar verbs or expressions. If any of management's assumptions prove incorrect or should unanticipated circumstances arise, the Company's actual results could materially differ from those
anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors, including, but not limited to, those factors influencing the Company
and its business which are described in this report in the "Important Factors" section below. Readers are urged to consider these factors when evaluating any forward-looking statement. The Company
undertakes no obligation to update any forward-looking statements in this report to reflect future events or developments.

Item 1.  BUSINESS

General

The Company is a Minnesota agricultural cooperative corporation owned by 2,951 sugarbeet growers in the Minnesota and North Dakota portions of the Red River
Valley. Throughout this report, the terms "growers," "members" and "shareholders" will be used interchangeably to refer to the equity holders of the Company. The Red River Valley is the largest
sugarbeet growing area in the United States, forming a band approximately 35 miles wide on either side of the North Dakota and Minnesota border and extending approximately 200 miles south from the
border of the United States and Canada. The Company was organized in 1973 by sugarbeet growers to acquire the business and assets of the American Crystal Sugar Company, then a publicly held New Jersey
corporation in operation since 1899. The Company currently processes sugarbeets from a base level of approximately 498,570 acres, subject to tolerances for overplanting and underplanting established
by the Board of Directors each year. By owning and operating five sugarbeet processing facilities in the Red River Valley, the Company provides its shareholders with the ability to process their
sugarbeets into sugar and agri-products such as molasses, sugarbeet pulp and concentrated separated by-product (CSB), a by-product of the molasses desugarization
process.

The
Company's sugar is pooled and then marketed through the services of a marketing agent under contract with the Company. The sugar marketing agent, United Sugars Corporation, is a
cooperative owned by the Company, Southern Minnesota Beet Sugar Cooperative, Minn-Dak Farmers Cooperative and United States Sugar Corporation. The Company's agri-products are
also marketed through a marketing agent, Midwest Agri-Commodities Company. Midwest Agri-Commodities Company is a cooperative whose members are the Company, Minn-Dak
Farmers Cooperative and Southern Minnesota Beet Sugar Cooperative.

The
Company is also one of three members of ProGold Limited Liability Company, a joint venture which owns a corn wet-milling plant in Wahpeton, North Dakota. The Company
and Newcourt Capital USA own Crystech, LLC which was formed to construct and operate a molasses desugarization facility adjacent to the Company's processing facility in Hillsboro, North Dakota.

The
Company's corporate headquarters are located at 101 North Third Street, Moorhead, Minnesota 56560 (telephone number (218) 236-4400). Its fiscal year ends
August 31.

Products and Production

The Company is engaged primarily in the production and marketing of sugar from sugarbeets. The Company also sells agri-products and sugarbeet seed.
The Company's total sugar and agri-product

production is influenced by the amount and quality of sugarbeets grown by its members, the processing capacity of the Company's plants and by the ability to store harvested sugarbeets.

The
Company processes sugarbeets grown by its members in five factories located in the Red River Valley area of Minnesota and North Dakota. The growing area is divided into five
factory districts, each containing one sugarbeet processing plant. The period during which the Company's plants are in operation to process sugarbeets into sugar and agri-products is
referred to as the "campaign." During the campaign, each of the Company's factories is operated twenty-four hours per day, seven days per week. The campaign typically begins in September,
when a small portion of the sugarbeet crop is harvested, and continues until the available supply of sugarbeets has been depleted, which generally occurs in May of the following year. Based on current
processing capacity, an average campaign lasts approximately 250 days, assuming normal crop yields.

Once
the sugarbeets are harvested, members transport their crop by truck to receiving stations designated by the Company. The sugarbeets are then stored in factory yards and at
outlying piling stations until processed. Rapid processing is important to maximize sugar extraction and minimize spoilage. Most of the sugarbeets are stored outside in piles. Although frozen
sugarbeets may be stored for extended periods, sugarbeets stored in unprotected piles at temperatures above freezing must be processed within approximately 150 days. In most years, the cold
weather in North Dakota and Minnesota offers an advantage to the Company as it permits the outdoor storage of sugarbeets in below-freezing weather conditions. In milder climates or years, unprotected
piles of sugarbeets experience cycles of freezing and thawing and are subject to some deterioration. When subject to such freeze and thaw cycles, sugarbeets on the exterior of piles freeze naturally.
Sugarbeets near the center of the piles, however, may not freeze and thus may be subject to spoilage.

In
order to avoid spoilage the Company utilizes a process called "split pile storage" in which sugarbeets from the center of the piles are removed for processing first. Split pile
storage permits more of the stored sugarbeets to freeze naturally. The Company also utilizes a ventilation technique to further reduce spoilage. In this process, fans circulate air through ventilation
channels constructed within sugarbeet piles in order to pre-cool and then deep freeze the sugarbeets. Approximately 24.5% of an average crop may be stored in ventilated storage sites.
Enclosed cold storage facilities are also used to extend the sugarbeet storage period at each of the Company's factory locations. Enclosed cold storage sites presently have the capacity to cover
approximately 8% of an average crop.

The
basic process for producing sugar from sugarbeets involves: washing the sugarbeets; slicing the sugarbeets into thin strips called "cossettes"; extracting the sugar from the
cossettes in a diffuser; purifying the resulting "raw juice" and boiling it, first in an evaporator to thicken it and then in vacuum pans to crystallize the sugar; separating the sugar crystals from
the molasses in a centrifuge; drying the sugar; storing sugar in bulk form and grading and screening the crystals for packaging and bulk shipping.

The
sugar production process results in a variety of agri-products. After the extraction of raw juice from the cossettes, the remaining pulp is dried and processed into
animal feeds. Currently, the Company processes approximately one-half of its molasses through its molasses desugarization facility to extract additional sugar. Once the new Hillsboro
facility becomes operational, the Company expects to process substantially all of its molasses to extract the remaining sugar. Currently, the remaining molasses and
CSB from the molasses desugarization process are marketed through Midwest Agri-Commodities Company and are sold primarily to yeast manufacturers and for use in animal feeds.

The
Company develops and markets sugarbeet seeds through a 10-year Product Development, Licensing and Sales Agreement with Betaseed, Inc., a Minnesota corporation
("Betaseed") which is a wholly-owned subsidiary of KWS Kleinwanzlebener Saatzucht, AG, ("KWS"), a German seed company that is one of the three largest seed companies in the world. Prior to 1998, the
Company had its own seed division, which was created in the 1920's to ensure that the Company's members had the highest

quality sugarbeet hybrids available to maximize their production. In November 1998, the Company sold substantially all of the assets of its seed division to KWS and entered into the
10-year agreement with Betaseed. Under the agreement, the Company retains the right to market its seed to its own members and Betaseed gains the right to market its seed to the Company's
members and also to market the Company's seed and its seed in all other markets.

Recent Crops

The sugarbeet crop grown during 1999 produced a total of approximately 19.9 tons of sugarbeets per acre from approximately 487,000 acres. That production
exceeded the ten-year average of 17.8 tons per acre for the crops grown in the years 1989 through 1998. The sugar content of the 1999 crop was 17.37%, in comparison to a
ten-year average for the applicable period of 17.36%. The Company has begun processing the sugarbeets produced in the 1999 crop and expects to produce a total of approximately
26.4 million hundredweight of sugar from that crop.

The
sugarbeet crop grown during 1998 produced a total of approximately 22.2 tons of sugarbeets per acre from approximately 481,000 acres. That production exceeded 16.9 tons per acre,
which is the ten-year average of tons per acre for the crops grown in the years from 1988 through 1997. The sugar content of the 1998 crop was 17.66%, in comparison to a
ten-year average for the applicable period of 17.42%. The company produced a total of approximately 25.5 million hundredweight of sugar from the 1998 sugarbeet crop.

The
sugarbeet crop grown during 1997 produced a total of approximately 18.5 tons of sugarbeets per acre from approximately 462,000 acres. That production exceeded 16.9 tons per acre,
which is the ten-year average of tons per acre for the crops grown in the years from 1987 through 1996. The sugar content of the 1997 crop was 17.59%, in comparison to a
ten-year average for the applicable period of 17.47%. The company produced a total of approximately 21.5 million hundredweight of sugar from the 1997 sugarbeet crop.

For
a discussion of the 1998, 1997 and 1996 crops and results of operations for fiscal years 1999, 1998 and 1997, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

Market and Competition

Current U.S. government statistics estimate total U.S. sugar consumption at 191.6 million hundredweight for the year beginning October 1, 1999
and ending September 30, 2000. For the same period starting October 1998, total consumption was 188.3 million hundredweight. Comparing the two years shows demand growth of 1.7%
for U.S. sugar sellers.

The
U.S. government forecasts growth between 2000 and 2001 to be slightly higher than 2%, which is slightly above trendline and includes consumption increases due to population
growth. The U.S. refined
sugar market has grown over the past twenty years, despite the demand lost to the substitution of high fructose corn syrups for sugar in beverages and certain food products. Non-nutritive
sweeteners such as aspartame have also been developed to substitute for sugar. While corn and non-nutritive sweeteners constitute a large portion of the overall sweetener market, the
Company believes that the market for sugar will continue to grow between 1 and 2% per year mainly due to population growth.

The
substitution of corn sweeteners for sugar not only reduced demand for sugar in the United States, but also resulted in a high degree of sugar industry consolidation. In 1978 there
were 28 sugar producers and sellers in the U.S. market. Today there are eight sugar sellers, with over 75% of U.S. sugar market share concentrated in the top three sellers, all of which are fully
integrated sugarbeet and cane suppliers. Given the size of the domestic market, the Company's sugar production and sales

represented 13.5% of the total domestic market for refined sugar in 1998/99. Sugar sales by United Sugars Corporation represents approximately 25% of the U.S. sugar market.

The
Company's main competitors in the domestic market are Imperial Sugar Company, Tate & Lyle North America, Amalgamated Sugar Company and California & Hawaiian Sugar
Company. Because sugar is a fungible commodity, competition in the U.S. industry is primarily based upon price, customer service and reliability as a supplier.

According
to United States Department of Agriculture (USDA) statistics, the Red River Valley is generally one of the most cost efficient sugarbeet producing areas in the nation. As a
result, the Company's management believes that it possesses the ability to compete successfully with other producers of sugar in the United States. In the future, while cost efficiency is a
competitive advantage, substitute products for sugar and sugar imports could have a material and adverse effect on the Company's operations.

Marketing, Customers and Prices

Since January, 1994, United Sugars Corporation, a common marketing agency, operating on a cooperative basis, has marketed the Company's sugar. United Sugars
Corporation was formed in late 1993 by the Company, Minn-Dak Farmers Cooperative and Southern Minnesota Beet Sugar Cooperative. Upon completion of the incorporation and capitalization of
United Sugars Corporation, the Company entered into a "Uniform Member Marketing Agreement" with United Sugars Corporation and the parties operated under that agreement until December of 1997. On
December 1, 1997, United States Sugar Corporation ("USSC"), of Clewiston, Florida, a grower of sugar cane and other agricultural products, became a member of United Sugars Corporation. At that
time, United Sugars Corporation and USSC entered into a Uniform Cane Sugar Marketing Agreement while the Company, Minn-Dak and Southern Minnesota Beet Sugar Cooperative entered into
Uniform Beet Sugar Marketing Agreements. Under these agreements, all of the members market all of their refined sugar through United Sugars Corporation. The Company receives payment for its sugar by
receiving its pro rata share of the net proceeds from the sale of the pooled sugar. The net proceeds of such sales represent the gross proceeds from the sale of the sugar, adjusted for the various
costs and expenses of marketing the pooled sugar, including the Company's pro rata share of the marketing and sales expenses incurred by United Sugars Corporation. Any net proceeds from the operation
of United Sugars Corporation are distributed to the four members proportionally.

With
the admission of USSC, United Sugars Corporation has been able to distribute both cane sugar and beet sugar, and distribute sugar to customers over a large geographical area. All
of the uniform marketing agreements terminate on August 31, 2001, with automatic renewal for subsequent terms of one year unless notice of termination is given by a party. A party that desires
to terminate its
marketing agreement at the end of the initial term must provide written notice of termination by May 1, 2000, for actual termination to occur on August 31, 2001. In order to terminate
its agreement after the initial term has expired, a party must provide notice of termination by May 1 of the then current year for the termination to be effective on the August 31 of the
subsequent year. In the event one of the parties terminates its uniform marketing agreement, the amount of sugar that is marketed by United Sugars Corporation would decrease, thus reducing proceeds.
Furthermore, United Sugars Corporation would also be required to return the exiting member's capital over a period of five years.

United
Sugars Corporation markets the Company's sugar primarily to industrial users such as confectioners, breakfast cereal manufacturers and bakeries. For the fiscal year ended
August 31, 1999, 91.5% (by weight) of the Company's sugar production was sold to industrial users. The remaining portion is marketed by United Sugars Corporation through sugar brokers to
wholesalers and retailers under the "Crystal Sugar" and "Pillsbury" brand names and various private labels for household

consumption. With regard to brand name sales, the Company licenses the use of the "Crystal" name and sub-licenses the use of the "Pillsbury" name to United Sugars Corporation.

United
Sugars Corporation's customers are located primarily in Illinois, Minnesota, Iowa, Wisconsin, Pennsylvania, Michigan, Indiana, Ohio, Missouri and Tennessee. During fiscal 1999,
United Sugar Corporation's 10 largest customers purchased approximately 53.7% (by weight) of the Company's sugar sold.

The
prices at which United Sugars Corporation sells the Company's sugar fluctuate periodically based on changes in domestic sugar supply and demand. The largest proportion of United
Sugars Corporation's sugar sales are contracted one or more quarters in advance, with the effect of stabilizing fluctuations in revenue from quarter to quarter. Retail (grocery) products are sold on a
spot price basis.

The
Company markets its agri-products through Midwest Agri-Commodities Company, a cooperative whose members are the Company, Minn-Dak Farmers
Cooperative and Southern Minnesota Beet Sugar Cooperative. Sugarbeet pulp is marketed to livestock feed mixers and livestock feeders in the United States and foreign markets. For the year ended
August 31, 1999, the majority of the Company's pulp production was exported to Japan and Europe. The market for sugarbeet pulp is affected by the availability and quality of competitive
foodstuffs. Sugarbeet molasses is marketed primarily to yeast manufacturers, livestock feed mixers and livestock feeders. Agri-product sales accounted for approximately 8% of the Company's
total revenues during fiscal 1999. Export agri-product sales accounted for approximately 3% of the Company's total revenues during fiscal 1999. In the past, export
agri-products sales accounted for 6.5% of the Company's total revenues in 1998 and 8.5% in 1997. These percentages are primarily a function of the average market prices for sugar, pulp and
molasses and are not necessarily indicative of future relationships between agri-product revenues (both export and domestic) and sugar revenues, because prices of these commodities
fluctuate independently of each other.

Government Programs and Regulation

Domestic sugar prices are supported under a program administered by the USDA. Under the current program, which was initiated in 1981 and extended under the
Food Security Act of 1985, the Food, Agriculture, Conservation and Trade Act of 1990 and the Federal Agriculture Improvement and Reform Act of 1996 (the "FAIR Act"), the price of sugar is required to
be maintained above the price at which producers could forfeit sugar to repay non-recourse loans obtained through the Commodity Credit Corporation (CCC). The USDA maintains sugar prices
without cost to the U.S. Treasury by
regulating the quantity of sugar imports. Under the "Tariff Rate Quota" implemented October 1, 1990, sugar producing countries are assigned a fixed quantity of imports duty-free or
subject to minimal duties. Unlimited additional quantities may be imported upon payment of a tariff of 16 cents per pound prior to shipment. To date, only minute quantities of sugar have been imported
under this higher tariff level.

The
Uruguay Round Agreement, under the General Agreement on Tariffs and Trade (GATT) mandates imports of at least 1,256,000 short tons of sugar per year into the United States. The
FAIR Act maintains the basic 18 cent per pound loan rate for raw sugar and puts in place a 22.90 cent per pound loan rate for refined sugarbeet sugar. Both loan rates are effective for crop years 1996
through 2002. Price support loans are to be made on a non-recourse basis as long as United States sugar imports for domestic usage exceed 1.5 million short tons raw value in a given
fiscal (October through September) year. Loans made on a non-recourse basis enable the sugar processor to forfeit sugar to the CCC if sugar prices are below the loan rate. If imports
during a given year are less than 1.5 million short tons, loans must be made on a recourse basis, meaning that processors will not be able to forfeit sugar to the CCC at its full loan value. In
order to recover the full value of a recourse loan, the CCC

could require that cash or other assets be provided in addition to the sugar used as collateral when the loan is made. A new provision of the FAIR Act is a one cent per pound penalty paid by
processors if the processor defaults on sugar price support loans.

In
November 1999, the so-called Millennium Round of the World Trade Organization (WTO) will begin in Seattle, Washington with the goal of continuing to move toward
multilateral free trade in all sectors. Any agreements reached at the Millennium Round could represent a threat to the sugar industry because sugar is one of the most highly protected sectors within
world agricultural trade and is thus a target for reform. The trend toward liberalization will most likely focus on the minimum import requirement into the United States of 1,256,000 short tons of
sugar. There will likely be a movement to raise the minimum import requirement of sugar, and if successful, such a movement could cause additional supply/demand pressure in the United States.

The
Company believes the North American Free Trade Agreement ("NAFTA") represents the most serious public policy challenge to itself and the domestic sugar industry. Under the terms
of the original NAFTA text, Mexico would have been allowed to ship any excess production of sugar into the United States if Mexico were to achieve net surplus producer status two years in a row.
Concerned that Mexico's productive capabilities and possible conversion to the use of high fructose corn sweeteners could quickly change Mexico from a net sugar importer to a net sugar exporter, the
U.S. sugar industry insisted that NAFTA be changed to delay Mexico's access to the U.S. market. To embody these changes, a side agreement on sugar was reached prior to passage of NAFTA to give Mexico
incrementally larger but capped volumes of duty-free access, and an ability to send additional quantities if it were to pay a gradually descending second tier tariff. The side agreement
establishes a common market between the United States and Mexico in sugar by 2008.

The
Company is concerned that low world sugar prices and a trade conflict between the U.S. and Mexico over high fructose corn sweeteners could permit de facto acceleration of the side
agreement under NAFTA. Under the NAFTA tariff schedule, second tier sugar tariffs are set at approximately 14 cents in 1999 but decline by approximately 1.5 cents per year until reaching zero in 2008.
Low world raw sugar prices could make it feasible for Mexican sugar to enter the United States earlier than 2008. In contrast to Mexico's duty free access to the United States sugar market (which
rises from 25,000 metric tons per year to 250,000 metric tons per year in fiscal year 2001) NAFTA contains no restrictions on second tier imports.

Under
the current terms of NAFTA and the side agreement, the Company is concerned that imports from Mexico could oversupply the U.S. market, forcing sugar prices significantly lower.
Any fluctuation in the price of sugar has a direct impact on any beet payments that are made to members. The Company, along with the domestic sugar industry, is seeking improvements to NAFTA and is
also pursuing legal remedies to address the matter. If the sugar industry is unsuccessful in these or any other endeavors it pursues to prevent the influx of Mexican sugar into the U.S. market, there
could be adverse financial consequences to the Company and its members.

From
fiscal years 1990 to 1996, the sugar industry was required to remit to the Commodity Credit Corporation a nonrefundable marketing assessment equivalent to 1.1794 percent
of the raw cane sugar loan rate of 18 cents per pound. The Federal Agriculture Improvement and Reform Act of 1996 increased the assessment for fiscal years 1997 through 2003 to 1.47425 percent
of the raw cane sugar loan rate of 18 cents per pound. In response to the downturn in the agriculture economy, Congress included a provision in the fiscal year 2000 federal agricultural appropriations
bill to alleviate the sugar industry from paying the assessment for fiscal years 2000 and 2001. Thus, from October 1, 1999 to September 30, 2001, the Company will not be required to pay
a marketing assessment to the Commodity Credit Corporation.

The
nature and scope of future legislation affecting the sugar market cannot be predicted and there can be no assurance that price supports will continue in their present form. If the
price support

program, including the Tariff Rate Quota system described above, were eliminated in its entirety, or if the protection the United States' price support program provides from foreign competitors were
materially reduced, the Company could be materially and adversely effected. In such a situation, if the Company were not able to adopt strategies which would allow it to compete effectively in a
greatly changed domestic market for sugar, the adverse affects could impact the Company's continued viability and the desirability of growing sugarbeets for delivery to the Company.

Growers' Contracts

The Company purchases all of its sugarbeets from members under contract with the Company. All members have five-year contracts with the Company
covering the growing seasons of 1998 through 2002 (the "Growers' Contracts"). Each member will be obligated to enter into a new five-year contract for subsequent years. In addition, each
member has an annual contract with the Company specifying the number of acres the member is obligated to grow during that year. Each share of Preferred Stock held by a member requires that member to
grow one acre of sugarbeets for sale to the Company. The Company's Board of Directors has the discretion to adjust the acreage which may be planted for each share of Preferred Stock held by the
members. However, it is management's current intention and recommendation to the Board of Directors that the relationship between shares of Preferred Stock and acres of sugarbeet production be
maintained at a ratio of 1 to 1 for the foreseeable future, subject to tolerances for overplanting and underplanting established by the Board each year.

The
total price for sugarbeets paid to a member (the "Net Beet Payment") is based on the "Gross Beet Payment," as adjusted by certain allowances, costs and deductions. The Gross Beet
Payment is the value of recovered sugar from the sugarbeets a member delivers plus the member's share of agri-product revenues, minus the member's share of member business operating costs,
including depreciation and interest. The following allowances, costs and deductions, if applicable, are used to adjust the Gross Beet Payment to arrive at the Net Beet Payment: hauling allowance
program costs, pre-pile quality premium costs, minimum payment allowance program costs, tare incentive premium/ penalty program and unit retains. A "unit retain" is a uniform retention of
a portion of the payments otherwise due to members for their crops. Unit retains are considered capital contributions that the
Company, at its option, can return to the members. Currently, it is the Company's practice to return unit retains after seven years. Growers are paid a hauling allowance based on the distance they
must transport sugarbeets for delivery to the Company and may also receive minimum beet payments and an allowance for early delivery of sugarbeets prior to the commencement of the stockpiling of
harvested sugarbeets. The costs of these programs are shared among members on the basis of the net tonnage of sugarbeets delivered by each member.

Under
the current Growers' Contracts, payments to members for sugarbeets must be made in at least three installments: (i) on or about November 15, the Company pays its
members an amount equal to 65% of the Company's estimate of the grower's Net Beet Payment; (ii) on or about March 31, the Company pays an amount which combined with the November payment
equals 90% of the estimated Net Beet Payment; (iii) and not more than 15 days after completion and acceptance of the audit of the Company's annual financial statements, the Company pays
the remainder of the member's Net Beet Payment. Except for unit retains, the Company must pay to members for their sugarbeets all proceeds from the sale of the members' sugar and
agri-products in excess of related member business operating costs, as described above.



## 

The
following tables summarize the "Gross Beet Payment" and "Net Beet Payment" and the "Sugar Content of Sugarbeets" for each of the last 10 completed fiscal years, respectively:

|                                   |  | 1990 |                                                   | 1991 |   | 1992    |   | 1993 |         | 1994 |   | 1995    |   | 1996 |         | 1997 |   | 1998    |   | 1999 |        
|---------------------------------- |  | ---- | ------------------------------------------------- | ---- | - | ------- | - | ---- | ------- | ---- | - | ------- | - | ---- | ------- | ---- | - | ------- | - | ---- | -------
|
|Net Proceeds                       |  | $    | 213,410                                           |      | $ | 263,369 |   | $    | 274,910 |      | $ | 309,255 |   | $    | 266,102 |      | $ | 326,693 |   | $    | 316,244
|Non-Member Loss                    |  |      | 698                                               |      |   | 1,058   |   |      | 1,075   |      |   | 77      |   |      | 544     |      |   | 15      |   |      | 396    
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|Gross Beet Payment                 |  | $    | 214,108                                           |      | $ | 264,427 |   | $    | 275,985 |      | $ | 309,332 |   | $    | 266,646 |      | $ | 326,708 |   | $    | 316,640
|Unit Retains                       |  |      | (7,995                                            | )    |   | (8,010  | ) |      | (10,364 | )    |   | (20,223 | ) |      | (19,328 | )    |   | (16,648 | ) |      | (16,040
|Member Tax ADJ, Net                |  |      | 1,922                                             |      |   | 589     |   |      | 676     |      |   | 447     |   |      | 12,585  |      |   | 5,621   |   |      | 0      
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|Net Beet Payment                   |  | $    | 208,035                                           |      | $ | 257,006 |   | $    | 266,297 |      | $ | 289,556 |   | $    | 259,903 |      | $ | 315,681 |   | $    | 300,600
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|                                   |  |      | Distribution of Net Proceeds Per Ton Harvested(1) |     
|Net Proceeds                       |  | $    | 40.00                                             |      | $ | 49.27   |   | $    | 39.75   |      | $ | 45.83   |   | $    | 41.25   |      | $ | 39.21   |   | $    | 39.39  
|Non-Member Loss                    |  |      | 0.13                                              |      |   | 0.20    |   |      | 0.16    |      |   | 0.01    |   |      | 0.09    |      |   | 0.00    |   |      | 0.05   
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|Gross Beet Payment                 |  | $    | 40.13                                             |      | $ | 49.47   |   | $    | 39.91   |      | $ | 45.84   |   | $    | 41.34   |      | $ | 39.21   |   | $    | 39.44  
|Unit Retains                       |  |      | (1.50                                             | )    |   | (1.50   | ) |      | (1.50   | )    |   | (3.00   | ) |      | (3.00   | )    |   | (2.00   | ) |      | (2.00  
|Member Tax ADJ, Net                |  |      | 0.36                                              |      |   | 0.11    |   |      | 0.10    |      |   | 0.07    |   |      | 1.95    |      |   | 0.68    |   |      | 0.00   
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|Net Beet Payment                   |  | $    | 38.99                                             |      | $ | 48.08   |   | $    | 38.51   |      | $ | 42.91   |   | $    | 40.29   |      | $ | 37.89   |   | $    | 37.44  
|                                   |  |      |                                                   |      |   |         |   |      |         |      |   |         |   |      |         |      |   |         |   |      |        
|                                   |  |      | Crop Statistics(1)                                |     
|Tons Harvested (In Thousands):     |  |      | 5,336                                             |      |   | 5,345   |   |      | 6,915   |      |   | 6,748   |   |      | 6,450   |      |   | 8,332   |   |      | 8,029  
|Tons Purchased Per Acre Harvested: |  |      | 14.5                                              |      |   | 13.4    |   |      | 17.4    |      |   | 16.9    |   |      | 16.3    |      |   | 20.2    |   |      | 18.7   
|Sugar Content of Beets:            |  |      | 16.7                                              | %    |   | 18.6    | % |      | 17.0    | %    |   | 18.0    | % |      | 17.6    | %    |   | 16.8    | % |      | 16.4   

---

Environmental Matters

The Company is subject to extensive federal and state environmental laws and regulations with respect to water and air quality, solid waste disposal and odor
and noise control. The Company conducts an on-going and expanding control 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 non-material matters
that may arise. In the future, the Company may determine that it is necessary to invest certain amounts of time, attention and capital in order to ensure continued compliance with environmental
regulations at both the state and federal level.

The
Company received a Notice of Violation from the State of Minnesota on September 24, 1998 for an accidental discharge of wastewater and the disposal of decomposed sugarbeets
and sugarbeet pulp. The Company is currently involved in negotiations with the Minnesota Pollution Control Agency (the "MPCA") with the intent of concluding a stipulation agreement with regard to the
violation and related penalties. Management believes the outcome of the enforcement action should not have a material adverse effect on the Company's financial condition.

Joint Venture ProGold Limited Liability Company

The Company is one of three members of ProGold Limited Liability Company ("ProGold"). ProGold was formed in July, 1994 as a limited liability company to serve
as a joint venture mechanism for the Company, Minn-Dak and Golden Growers Cooperative, a North Dakota cooperative association comprised of corn producers ("Golden Growers"). The joint
venture was formed to construct and

operate a corn wet-milling plant capable of processing corn to produce corn sweeteners (including high fructose corn syrups) and various agri-products. ProGold's plant became
operational in late 1996.

The
Company contributed a total of approximately $48.0 million for its 46% membership interest in ProGold. Golden Growers contributed approximately $51.2 million in
exchange for a 49% interest in ProGold, while Minn-Dak made a capital contribution of approximately $5.2 million in exchange for a 5% interest in ProGold. Under the terms of the
ProGold Member Control Agreement, in each year after September 1, 1997, the ProGold Board of Governors can require that the three members of ProGold provide additional capital contributions in
an aggregate amount not to exceed $5 million per year, with each member obligated to provide a portion of that capital contribution proportionate to its ownership interest in ProGold. As a
result, the Company could be required to make annual contributions in an amount of up to $2.3 million per year, based on the Company's ownership of a 46% interest in ProGold. Any other capital
contributions can be required only with the prior written consent of all of ProGold's members, including the Company. To date, the Company has not made any additional capital contributions.

ProGold
and Cargill, Incorporated ("Cargill") entered into a lease of ProGold's corn wet-milling plant to Cargill. The lease commenced on November 1, 1997, and the
initial term will terminate on December 31, 2007. Under the arrangement, ProGold will retain ownership of the plant, while Cargill will operate the plant. ProGold will receive rental payments
in a base amount fixed for each year
during the term of the lease. ProGold will also receive supplemental rent equal to fifty percent (50%) of the amount by which earnings before taxes from Cargill's operation of the facility exceeds a
contractually-specified base amount. Cargill has also entered into a corn supply agreement with ProGold, pursuant to which ProGold will be obligated to deliver approximately 15.6 million
bushels of corn per fiscal year. In a corresponding agreement, ProGold and Golden Growers have entered into a marketing agreement whereby Golden Growers agrees to supply the entire amount of corn to
ProGold that ProGold is required to deliver to Cargill. Cargill will pay ProGold a market price for any corn delivered to Cargill under the corn supply agreement.

The
lease specifies a variety of alternatives which may take effect upon expiration of the initial term of the lease. ProGold and Cargill could negotiate a ten year extension of the
lease upon mutually agreeable terms and conditions, ProGold could offer to sell the facility to Cargill at a fair market value or ProGold could offer to sell Cargill a fifty percent (50%) ownership
interest in ProGold. If the parties are unable to agree upon the terms and conditions of any such transaction, ProGold can enter into a similar transaction with a third party. However, in each case,
including a lease of the facility to a third party, Cargill would have the first right to engage in the proposed transaction upon the same terms as agreed to by the third party.

If
ProGold is successful in generating profits for distribution to its members, those distributions would become the property of the Company. Under the Company's Articles of
Incorporation and Bylaws, the return, if any, from the Company's involvement with ProGold would be classified as amounts received from "non-patronage" sources. The Company's Bylaws
currently provide that any non-patronage net income is to become the property of the Company and is not to be distributed directly to the members of the Company. Distributions from ProGold
could, in the discretion of the Company's Board of Directors, yield benefits to the Company's members through such mechanisms as future reductions of annual unit retain amounts, repayment of unit
retains in advance of the current seven year repayment schedule and the use of such returns, if any, for capital investment in the Company. To date, the Company's Board of Directors has not adopted
any resolutions or made any commitments regarding the distribution of non-patronage revenues directly to the Company's members or the application of any such amounts for the indirect
benefit of the Company's members. As described above, any decisions regarding the application of distributions received by the Company from ProGold will be made at the discretion of the Company's
Board of Directors.

Joint Venture Crystech, LLC

Crystech, LLC (Crystech) is a Delaware limited liability company formed on May 28, 1998. The Company received a 50% membership interest in Crystech for
its initial contribution of $1,545,000. The other 50% member is Newcourt Capital USA, Inc. As specified by the Limited Liability Company Agreement, the Company and Newcourt Capital
USA, Inc. each appointed three members to serve on Crystech's six member Board of Managers.

Crystech
was formed to construct and operate a molasses desugarization facility in Hillsboro, North Dakota. The total cost of the facility is estimated at $103.0 million. It is
anticipated that the plant will have the capacity of processing 200,000 tons annually of softened molasses for conversion to sugar and other agri-products. Construction on the facility
began in June 1998 and is anticipated to be completed in January 2000.

Under
the Note Purchase Agreement between Crystech and the Crystech Senior Lender Trust (the "Trust"), the Trust agreed to provide term debt to Crystech in the sum of $86,005,000 via
the purchase of notes from Crystech. Additionally, the Company has agreed to provide $13,905,000 of subordinated
debt to Crystech. To support the construction of the facility, periodic draws from the trust account are made several times each month during the entire construction period. These draws are subject to
certain approvals by the independent engineer and Newcourt Capital USA, Inc., as agent for Crystech Senior Lender Trust.

As
of August 31, 1999, Crystech was committed to construction costs related to an Engineering, Procurement and Construction (EPC) Contract totaling $78.9 million. As of
August 31, 1999, Crystech had incurred $68.1 million related to this contract. The EPC Contract with the general contractor of the project, Process Systems Inc. of Memphis,
Tennessee, also specifies certain cost guarantees, and mechanical and performance warranties.

The
Company has a 12-year tolling services agreement with Crystech whereby upon completion of construction, the Company pays for tolling services for processing sugarbeet
molasses delivered to Crystech with title and risk of loss throughout the process maintained by the Company. The tolling agreement may be terminated by the Company if the specific operational
processing performance required of Crystech in the contract is not achieved.

The Company's Current Strategic Plan

In order to obtain the best selling price for its products, the Company intends to focus on sales and marketing strategies which allow the Company to provide
its customers with an appropriate mixture of the Company's products. The Company is optimizing its customer mix, improving logistics and continually trying to evaluate and improve its customer
performance.

To
pursue the goal of maintaining and improving upon its current status as a low cost producer, the Company intends to focus on working with its members to increase the productivity
of the members' sugarbeet farming operations. In addition, the Company plans to focus on cost reduction at the factory level. At the member level, the Company expects to focus on, among others,
programs for nitrogen management and new seed varieties. At the factory level, the Company intends to pursue on-going maintenance and improvements. The Company is part of the Crystech
joint venture to construct and operate a molasses desugarization plant at the Company's Hillsboro plant, which would allow the Company to desugar the balance of its molasses to extract additional
sugar. Currently, only approximately one-half of the Company's molasses is desugared. The Company's goal in participating in the molasses desugarization plant is to reduce the Company's
average cost of sugar production, through the use of current separation technologies.

Employees

As of August 31, 1999, the Company had 1,257 full-time employees, of which 1,035 were hourly and 222 were salaried. The Company also had 35
part-time employees. In addition, the Company employs approximately 441 additional hourly seasonal workers during the sugarbeet harvest and approximately 394 hourly seasonal workers
during the remainder of the sugarbeet processing campaign. The Company also contracts with a third party agency for approximately 1,000 additional workers during the sugarbeet harvest.

Substantially
all of the hourly employees at the factories, including full-time and seasonal employees, are represented by the Bakery, Confectionery, Tobacco Workers and
Grain Millers (BCTGM) AFL-CIO, and are covered by a collective bargaining agreement expiring July 31, 2002. Office, clerical and management employees are not unionized, except for
certain office employees at the Moorhead and
Crookston, Minnesota, and Hillsboro, North Dakota, factories who are covered by the collective bargaining agreement with the BCTGM. The Company considers its employee relations to be excellent.

Substantially
all employees who meet eligibility requirements of age and length of service are covered by one of the Company's two defined benefit retirement plans. Plan A (nonunion
employees) and Plan B (union employees) are defined benefit, noncontributory plans. The plans provide for vesting in five years with benefits for early retirement, normal retirement and disability or
death. The Company's policy is to fund pension costs accrued, and the plans were fully funded for vested benefits as of February 28, 1999, the end of the most recent plan year. Union and
nonunion employees are also eligible to participate in 401(k) savings plans.

Important Factors

The financial results of the Company's operations and the payments made to its members for their sugarbeets may be directly and materially affected by many
factors, including prevailing prices of sugar and agri-products, the Company's ability to market its sugar competitively, the weather, government programs and regulations, and costs and
expenses. Beyond the factors that may impact the Company's business generally, the Company is involved in several ventures that may also materially affect the financial results of the Company's
operations.



The Company sells sugar through United Sugars Corporation in direct competition with beet and cane sugar produced by other sugar companies. Because sugar is a
fungible commodity, competition for sales volume is based primarily upon customer service, price and reliability, though differences in proximity to various geographic markets within the United States
result in differences in freight and shipping costs which in turn affect pricing and competitiveness in general.

In
addition to sugar, the overall sweetener market includes corn-based sweeteners, such as regular and high fructose corn syrups, and non-nutritive,
high-intensity sweeteners such as aspartame. Differences in functional properties and prices have tended to define the use of these various sweeteners. For example, corn sweeteners are
generally limited to applications where a liquid sweetener can be used. Non-nutritive sweeteners presently do not provide the bulk and other physical properties of sugar. Although the
various sweeteners are not interchangeable in all applications, the substitution of other sweeteners for sugar has occurred in certain products, such as soft drinks. The Company is not able to predict
the availability, development or potential use of these and other alternative sweeteners and their possible impact on the Company and its members.

According
to the U.S. Department of Agriculture (USDA) statistics, the Red River Valley is generally one of the most cost efficient sugarbeet producing areas in the nation. As a
result, the Company's management believes that it possesses the ability to compete successfully with other

producers of sugar in the United States. In spite of this competitive advantage, substitute products and sugar imports could have a material and adverse effect on the Company's operations in the
future.



The sugarbeet, as with most other crops, is affected by weather conditions during the growing season. Additionally, weather conditions during the processing
season affect the Company's ability to store sugarbeets held for processing. Growing and storage conditions different from the Company's
expectations may change the quantity and quality of sugarbeets available for processing and therefore may affect the quantity of sugar produced by the Company.

A
significant reduction in the quantity or quality of sugarbeets harvested resulting from adverse weather conditions, disease or other factors could result in increased per unit
processing costs and decreased production, with adverse financial consequences to the Company and its members.



The nature and scope of future regulation and legislation affecting the sugar market cannot be predicted and there can be no assurance that price supports and
market protections will continue in their present forms. If the price support programs were eliminated in their entirety, or if the protection the United States' price support program provides from
foreign competitors were materially reduced, the Company could be materially and adversely affected. In such a situation, if the Company were not able to adopt strategies which would allow it to
compete effectively in a greatly changed domestic market for sugar, the adverse affects could impact the desirability of growing sugarbeets for delivery to the Company, the Company's financial
results, and the Company's continued viability.

Under
the current terms of NAFTA and other government regulations, imports of sugar from Mexico may enter the U.S. market. These increased imports could oversupply the U.S. market and
force the price of sugar down. Any fluctuation in the price of sugar has an impact on the beet payments that are made to members. The Company, along with the domestic sugar industry, is seeking
improvements to NAFTA and is also pursuing legal remedies to address the matter. If the sugar industry is unsuccessful in these and any other endeavors it pursues to prevent the influx of Mexican
sugar into the U.S. market, there could be adverse financial consequences to the Company and its members.

From
fiscal years 1990 to 1996, the sugar industry was required to remit to the Commodity Credit Corporation a nonrefundable marketing assessment equivalent to 1.1794 percent
of the raw cane sugar loan rate of 18 cents per pound for refined beet sugar. The Federal Agriculture Improvement and Reform Act of 1996 increased the assessment for fiscal years 1997 through 2003 to
1.47425 percent of the raw cane sugar loan rate of 18 cents per pound. In response to the downturn in the agriculture economy, Congress included a provision in the fiscal year 2000 federal
agricultural appropriations bill to alleviate the sugar industry from paying the assessment for fiscal years 2000 and 2001. Thus, from October 1, 1999 to September 30, 2001, the Company
will not be required to pay a marketing assessment to the Commodity Credit Corporation.



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 on-going and expanding control program designed to meet these environmental laws and regulations. The Company believes that it is in substantial
compliance with applicable environmental laws and regulations. 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 adverse financial consequences for the Company.



The Company has completed a year 2000 compliance plan, and to the best of its knowledge, all of its critical information technology and
non-information technology systems will be year 2000 compliant by December 31, 1999. A lack of year 2000 compliance on the part of a supplier of the Company, however, may adversely
affect the operations and financial performance of the Company by causing complications of, or otherwise affecting, the operations of the Company. The Company has contacted its significant suppliers
and customers as part of its year 2000 compliance plan. Although the results of this effort indicate that many of the Company's customers and suppliers expect to be year 2000 compliant, the Company is
currently unable to predict the magnitude of the operational and financial impact on the Company if year 2000 compliance issues with the Company's suppliers and customers arise. In the ordinary course
of business, the Company keeps a supply of maintenance parts and supplies and stockpiles of coal, coke and limerock. The Company plans to stockpile supplies of coal, coke and limerock in sufficient
amounts to continue production for a limited period of time in the event its suppliers are unable to deliver these supplies.

Item 2.  PROPERTY AND PROCESSING FACILITIES

The Company operates five sugarbeet processing factories in the Red River Valley. The factories are located in Crookston, East Grand Forks and Moorhead,
Minnesota and Drayton and Hillsboro, North Dakota. The Company owns all of its factories and the land on which they are located. The factories range in size from 150,000 to 400,000 square feet and
have a combined sugarbeet processing capacity, expressed in terms of quantity of sugarbeets which may be sliced into strips or "cossettes," of approximately 33,500 tons per day. The Crookston,
Minnesota plant has a capacity of 5,400 tons of sugarbeets per day, the East Grand Forks, Minnesota plant has a capacity of 9,000 tons of sugarbeets per day and the Moorhead plant has a capacity of
5,400 tons of sugarbeets per day. The Company's Hillsboro, North Dakota plant has a capacity of 7,700 tons of sugarbeets per day, while the Drayton, North Dakota plant has a capacity of 6,000 tons of
sugarbeets per day. Each of the processing factories includes the physical facilities and equipment necessary to process sugarbeets into sugar. Each factory has space for sugarbeet storage, including
ventilated and cold storage sites. Each processing factory includes the washing and slicing equipment necessary to cut the sugarbeets into cossettes, the diffusers necessary to extract sugar from the
cossettes in the form of "raw juice" and the purification systems necessary to remove impurities from the raw juice. The factories also contain the evaporators and vacuum pans necessary to thicken the
raw juice and then to crystallize the sugar. Each factory also contains the centrifuges and dryers necessary to complete the process. The Company's sugar packaging facilities are located at the
Moorhead, Hillsboro, Crookston and East Grand Forks factories. Each of the Company's facilities is currently operating at or near its capacity.

During
1999 the Company completed a number of capital improvements to its facilities. Process storage tanks and the expansion of the sugar crystallization station to enhance sugar
recovery and allow extended processing were completed at the East Grand Forks factory. Improvements were made at all facilities for outside sugarbeet storage by reducing pile heights through the
expansion of current sites and new pile insulation technology. Other significant projects included an upgrade to the East Grand Forks factory waste water treatment facility and a tailings recovery
project at the Drayton factory.

Current
capital projects in progress include a $13.1 million project at the East Grand Forks factory to replace the carbonation stations which will reduce coke and limerock
requirements and increase the quality of sugar extracted. The Company is also participating in a $103 million joint venture to build a molasses desugarization (MDS) plant at the Hillsboro
facility to process the balance of the Company's molasses to extract additional sugar (see Joint Venture Crystech, LLC).

The
Company's corporate office is located in a 30,000 square foot, two-story office building in Moorhead, Minnesota. The Company also has a 100,000 square foot research
center situated on approximately 200 acres in Moorhead, Minnesota. The Company owns both facilities, and owns numerous sites as sugarbeet receiving and storage stations. All of the Company's property,
plant and

equipment is mortgaged or pledged as collateral for its indebtedness to CoBank, Agricultural Credit Bank ("CoBank").

Item 3.  LEGAL PROCEEDINGS

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

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's shareholders during the quarter ended August 31, 1999.

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company currently has 2,951 shares of the Common Stock and 498,570 shares of the Preferred Stock outstanding. There is no established public market for the
Company's Common Stock or Preferred Stock, as such shares may be held only by farmer-producers who are eligible for membership in the Company. The Company's shares are not listed for trading on any
exchange or quotation system. Although transfers of the Company's shares may occur only with the consent of the Board of the Directors, the Company does not obtain information regarding the transfer
price in connection with such transfers. As a result, the Company is not able to provide information regarding the prices at which the Company's shares have been transferred.

Because
the number of acres of sugarbeets a member may grow for sale to the Company is directly related to the number of shares of Preferred Stock owned, a limited, private market for
Preferred Stock exists. However, it is not anticipated that a general public market for the Company's shares of Common Stock or Preferred Stock will develop due to the limitations on transfer and the
various membership requirements which must be satisfied in order to acquire such shares.

A
member desiring to sell his or her Common Stock or Preferred Stock must first offer them to the Company for purchase at par value. If the Company declines to purchase such shares,
either class may
be sold to a new member (i.e., another farm operator not already a member) and Preferred Stock may be sold to one or more existing members or farm operators approved for membership, in each case
subject to approval by the Board of Directors. To date, the Company's Board of Directors has not exercised the Company's right of first refusal to purchase shares offered for sale by its members. In
the absence of the exercise of such right of first refusal, the Company is aware of sales of Preferred Stock at prices in excess of the par value of those shares. However, as the Company does not
require parties seeking approval for transfers to provide information regarding the transfer price, the Company does not possess verifiable information regarding the transfer price involved in recent
transfers of the Company's Preferred Stock.

Pursuant
to an exercise of contract rights held by Daniel McCarty, under the Long Term Incentive Plan (See "Incentive Plans"), the Company sold 155 shares of its Preferred Stock to a
qualified member in May of 1998 at a purchase price of $1,500 per share. All of the proceeds from this isolated sale were paid to Mr. McCarty pursuant to the terms of the Long Term Incentive
Plan. The Company did not register this sale under the Securities Act based on the belief that such a sale is exempt from registration under Section 4(2) of the Act.



Item 6.  SELECTED FINANCIAL DATA

The selected financial data of the Company should be read in conjunction with the financial statements and related notes included elsewhere in this Annual
Report.

|                                             |  | Fiscal Year Ended August 31,
(In Thousands, except for ratios)
|-------------------------------------------- |  | --------------------------------------------------------------
|
|Net Revenues                                 |  | $                                                             
|Net Proceeds(1)                              |  | $                                                             
|Total Assets                                 |  | $                                                             
|Long-Term Debt, including current maturities |  | $                                                             
|Members' Investments                         |  | $                                                             
|Property and Equipment                       |  |                                                               
|Additions, net of retirements                |  | $                                                             
|Working Capital                              |  | $                                                             
|Ratio of Long-Term Debt to Equity(2)         |  |                                                               
|Ratio of Net Proceeds to Fixed Charges(3)    |  |                                                               

|                                                                    |  | Fiscal Year Ended August 31,
(In Thousands, except for tons purchased per acre and Net Beet Payment per ton)
|------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|
|
|Acres harvested                                                     |  |                                                                                                             
|Tons purchased                                                      |  |                                                                                                             
|Tons purchased per acre harvested                                   |  |                                                                                                             
|Net beet payment per ton of sugarbeets purchased, plus unit retains |  | $                                                                                                           
|Sugar hundredweight                                                 |  |                                                                                                             
|Produced                                                            |  |                                                                                                             
|Sold, including purchased sugar                                     |  |                                                                                                             
|Purchased sugar sold                                                |  |                                                                                                             
|Pulp and molasses tons                                              |  |                                                                                                             
|Produced                                                            |  |                                                                                                             
|Sold                                                                |  |                                                                                                             

---



Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

The following discussion of the financial conditions and results of operations of the Company should be read in conjunction with the
Company's financial statements and notes thereto included elsewhere in this report.

Liquidity and Capital Resources

Under the Company's Bylaws and Grower Contracts, payments 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 their sugarbeet crops to the Company and are net of unit retains allocated to them, both 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. Because sugar is sold throughout the year (while sugarbeets are processed primarily in the
fall and winter) 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 majority of such financing has been provided by CoBank. The Company has a long-term debt commitment with CoBank during 1999 of $201.2 million. In
addition, the Company has long-term debt outstanding of $50 million from a private placement of Senior Notes that occurred in September of 1998 and $34.8 million from seven
separate issuances of Pollution Control and Industrial Development Revenue Bonds. The Company also has a seasonal line of credit with CoBank of $290 million that includes a line of credit with
Norwest Bank for $10 million and any amounts obtained through issuance of instruments in its commercial paper program. The Company's commercial paper program provides short-term
borrowings of up to $150 million.

Results of Operations

The U.S. sweetener industry experienced three significant trends during the 1970s and 1980s: increased consumption of non-nutritive sweeteners,
principally aspartame; the increased use of high fructose corn syrup (HFCS) as a substitute for refined sugar (sucrose) in certain food products, primarily beverages; and a significant degree of sugar
industry consolidation.

U.S.
sugar consumption has continued to expand over the past decade, with domestic demand increasing from 153 million hundredweights in 1988 to 188 million
hundredweights in 1999. Growth rates averaged close to 1.6% annually during the 1990's. Sugar consumption growth rates are a function of population growth, which has increased slightly over the past
five years, and food market trends. The Company believes that sugar consumption should continue to grow between 1 and 2% in connection with population growth.

The
Company's operational results are substantially dependent on market factors, including domestic prices for refined sugar. These factors are continuously influenced by a wide
variety of market forces, including domestic sugarbeet and cane production, weather conditions and United States farm and trade policy, that the Company is unable to predict (see "Item 1.
BusinessImportant Factors ").

In
addition, highly variable weather conditions during the growing, harvesting and processing seasons, as well as diseases and insects, may materially affect the quality and quantity
of sugarbeets available for purchase as well as the unit costs of raw materials and processing. Sugar prices were at a premium during 1995 and 1996 due to shortages of domestic sugarbeet production
and less than adequate cane refinery capacity to cover this shortfall. Prices for domestic refined sugar declined over the past few years to a level closer to average due to increased sugar supplies.

Comparison of the Years Ended August 31, 1999 and 1998

Revenue for the year ended August 31, 1999, was $844.0 million, an increase of $167.3 million from 1998. Revenue from total sugar sales
increased 27.0%, reflecting a 26.8% increase in hundredweight sold and a .2% increase in the average selling price per hundredweight. Revenue from pulp sales increased 2.8% due to a 30.6% increase in
the volume of tons sold, partially offset by a 21.3% decrease in the average selling price per ton. Revenue from molasses sales increased 18.8% due to an 81.3% increase in the volume of molasses sold,
partially offset by a 34.5% decrease in the average selling price per ton. Revenue from Concentrated Separated By-Product (CSB) decreased 13.1% due to a 17.4% decrease in the average
selling price per ton, partially offset by a 5.2% increase in the volume of CSB sold.

Cost
of product sold, exclusive of payments to members for sugarbeets, increased $73.2 million. This was due to lower inventory levels at the end of 1999 and higher costs
related to processing a larger crop. Direct costs increased by 16.8% due to harvesting a 24.9% larger crop and processing 20.6% more sugarbeets. The cost associated with purchased sugar decreased
$2.4 million in 1999 compared to 1998, due to more produced sugar available to meet customer requirements. Fixed and committed expenses increased 20.9% primarily due to higher depreciation and
maintenance costs.

Selling
expenses increased $35.3 million. The increase is primarily attributable to the increase in the volumes of products sold. General and Administrative expenses increased
approximately 7.7% from 1998 due to general cost increases.

Interest
expense increased from $14.4 million for the year ended August 31, 1998, to $22.0 million in 1999. Higher inventory levels throughout most of the year,
the processing of a larger crop, and increased term debt to finance capital improvements resulted in higher overall borrowing levels.

Non-member
business activities resulted in a loss of $.5 million for the year ended August 31, 1999, as compared to a loss of $9.7 million in 1998.
This change is primarily the result of the gain on the sale in 1999 of certain sugarbeet seed assets to Betaseed, Inc., a wholly owned subsidiary of KWS, and the reduced loss in 1999 as
compared to 1998, from the investments in ProGold.

Payments
to members for sugarbeets increased by $34.7 million from $314.1 million for the year ended August 31, 1998 to $348.8 million in 1999. The
increase is primarily attributable to a 24.9% increase in tons harvested partially offset by a lower per-ton beet payment.

Comparison of the Years Ended August 31, 1998 and 1997

Revenue for the year ended August 31, 1998, was $677.0 million, virtually the same as in 1997. Revenue from sugar sales increased 1.8%,
reflecting a 5.6% increase in hundredweight sold, offset by a 3.7% decrease in the average selling price per hundredweight. Revenue from pulp sales decreased 18.3% due to a 25.1% decrease in the
average selling price per ton, partially offset by a 9.1% increase in the volume of pulp sold. Revenue from molasses sales decreased 14.3% due to a 1.4% decrease in the volume of molasses sold and a
13.1% decrease in the average selling price per ton. Revenue from CSB decreased 8.5% due to a 1.3% decrease in the volume of CSB sold and a 7.4% decrease in the average selling price per ton.

Cost
of product sold, exclusive of payments to members for sugarbeets, increased $64.5 million. This was primarily due to an increase in inventories during 1997, which
decreased the cost of product sold in 1997 by $62.1 million. Direct costs increased primarily due to a 2.9% larger crop. The cost associated with purchased sugar decreased $.8 million in
1998 compared to 1997, when the short supply of inventory at the beginning of the fiscal year created a greater need to purchase sugar to meet customer requirements. Fixed and committed expenses
increased by 6.4% due to higher depreciation and higher storage costs.

Selling
expenses increased $11.6 million. The increase is attributable primarily to the increase in the freight and packaging costs. General and Administrative expenses were
approximately the same as 1997.

Interest
expense decreased from $18.3 million during the year ended August 31, 1997, to $14.4 million for the same period in 1998. This resulted from an increase
in pollution control bond interest income,
increased bank patronage income along with an increase in interest charged to United Sugars Corporation related to the marketing assets used by that company.

Non-member
business activities resulted in a loss of $9.7 million for the year ended August 31, 1998, as compared to a loss of $18.1 million for the
same period in 1997. The majority of this loss is related to the Company's investment in ProGold Limited Liability Company.

Payments
to members for sugarbeets decreased by $61.0 million from $375.1 million during the year ended August 31, 1997 to $314.1 million during the same
period in 1998. The decrease is attributable primarily to a lower per-ton beet payment for fiscal 1998.

Comparison of the Year Ended August 31, 1997 and 1996

Revenue for the year ended August 31, 1997, was $677.0 million, a decrease of $11.0 million from the same period in 1996. Revenue from
sugar sales decreased 1.8% reflecting a 7.2% decrease in hundredweight sold and a 5.9% increase in the average selling price per hundredweight. Revenue from pulp sales increased 5.1% due to a 2.9%
increase in the volume of pulp sold and a 2.1% increase in the average selling price per ton. Revenue from molasses sales decreased 11.5% due to a 12.3% decrease in the volume of molasses sold
partially offset by a .9% increase in the average selling price per ton. Revenue from CSB increased 21.2% due to a 10.3% decrease in the volume of CSB sold and a 35.5% increase in the average selling
price per ton.

Cost
of product sold, exclusive of payments to members for sugarbeets, decreased $80.8 million. The decrease was primarily due to the amount of products sold compared to the
prior year which was partially offset by increased direct processing costs. Changes in product inventory levels decreased the cost of product sold by $103.0 million. The cost associated with
sugar purchased to meet customer needs was up $1.1 million due to the short supply of inventory at the beginning of the fiscal year. Fixed and committed expenses increased by 4.7% due to higher
depreciation costs.

Selling
expenses decreased $10.5 million. The decrease is attributable primarily to the decrease in the volume of sugar and agri-products sold. General and
Administrative expenses decreased $2.7 million due primarily to lower outside services and other general cost decreases.

Interest
expense increased $7.1 million from $11.2 million during the year ended August 31, 1996, to $18.3 million for the same period in 1997. This
resulted from higher average borrowing levels for long and short-term debt.

Non-member
business activities resulted in a loss of $18.1 million for the year ended August 31, 1997 as compared to a loss of $.4 million for the
same period in 1996. The majority of this loss is related to the Company's investment in ProGold Limited Liability Company.

Payments
to members for sugarbeets increased by $74.5 million from $300.6 million during the year ending August 31, 1996 to $375.1 million during the same
period in 1997. The increase is attributable to a higher per-ton beet payment and an increase in tons harvested.

1999 Crop and Estimated Fiscal Year 2000 Information

As noted earlier, the agreements between the Company and its members regarding the delivery of sugarbeets to the Company require payment for members'
sugarbeets in three installments throughout the year after harvest of the applicable sugarbeet crop. As only the final payment is made after the


close of the fiscal year in question, the first two payments to members for their sugarbeets are, of necessity, based upon the Company's then-current estimates of the Net Beet Payment
arising from the processing of the crop in question and the subsequent sale of the products obtained from processing those sugarbeets.

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 1999 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 1999 sugarbeet crop, the net selling price for the sugar and agri-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 and the quantity of sugar produced from the sugarbeet crop, are beyond the Company's control. The actual results experienced by the Company could differ materially from the
forward-looking statements contained herein. As indicated above, the Company will prepare new, then-current estimates in connection with the payment to the members of the second
installment of the Net Beet Payment. That installment is expected to be made to the members with respect to the 1999 sugarbeet crop on or about March 31, 2000.

The
completed harvest of the sugarbeet crop grown during 1999 produced a total of 9.7 million tons of sugarbeets, or approximately 19.9 tons of sugarbeets per acre from
approximately 487,000 acres. That production exceeded 17.8 tons per acre, which is the ten-year average of tons per acre for crops grown in the years 1989 through 1998. The sugar content
of the 1999 crop is 17.37% in comparison to a ten year average for the applicable period of approximately 17.36%. The Company expects to produce a total of approximately 26.4 million
hundredweight of sugar from the 1999 crop, an increase of approximately 3.6% compared to the 1998 crop. Such sugar production provides a total sugar recovery of approximately 273 pounds of sugar for
each ton of sugarbeets harvested by the Company.

The
Company's anticipated recovery of sugar from each ton of sugarbeets results in expected sugar revenue per ton of sugarbeets in an amount equal to $60.99 per ton.

The
Company's sales of sugar must be added to the revenue produced by the agri-products: molasses, sugarbeet pulp and concentrated separated by-product to
determine the net beet payment. The Company's estimates of additional revenue from those sources would be $3.18 per ton of sugarbeets.

From
the revenues generated from the sale of products produced from each ton of sugarbeets must be deducted the Company's operating costs, which are currently estimated to be $29.17
per ton. The deduction of those operating costs results in an estimated gross beet payment of $35.00 per ton of sugarbeets. With the deduction of an anticipated unit retain of $2.00 per ton for the
fiscal year ending on August 31, 2000, the Company's current estimated Net Beet Payment is $33.00 per ton of sugarbeets. If successful in achieving the estimated results, the Company's Net Beet
Payment will be lower than the ten year average Net Beet Payment by approximately $6.86 per ton.

Year 2000 Compliance

The Company has made extensive efforts to become year 2000 compliant. The Company has completed a year 2000 compliance plan, and to the best of its knowledge,
all of its critical internal information technology and non-information technology systems will be year 2000 compliant by December 31, 1999. The Company has incurred approximately
$60,000 in expenses during the fiscal year to resolve the remaining year 2000 compliance issues. The Company has also spent approximately $148,000 during the 1999 fiscal year for new software and
hardware.



## 

In
February, 1997, a new Enterprise Resource Planning ("ERP") computer software package and related hardware was installed which made most of the company-wide computer
systems and its hardware compliant for the year 2000. This package included software for the financial applications such as accounts payable, accounts receivable and general ledger as well as costing,
project accounting, sales and distribution, plant maintenance, and production planning. The payroll and human resources software has also been upgraded to be year 2000 compliant and is running on
hardware that is also year 2000 compliant.

Work
has also been completed at the Company's factories to ensure the systems and controls used in the day-to-day production of sugar will not be adversely
effected by year 2000 problems.

A
Year 2000 Assessment Team was formed with representation from various locations and departments, information services functions as well as two of the Company's associated companies,
United Sugars Corporation and Midwest Agri-Commodities Company. The team has gone through the process of assessing what additional systems the Company uses and if there are any year 2000
compliance problems. The systems that were determined to be non-compliant were examined, risk assessed and action was taken as deemed appropriate and necessary.

A
lack of year 2000 compliance, on the part of a supplier of the Company, however, may adversely affect the operations and financial performance of the Company by causing
complications of, or otherwise affecting, the operations of the Company. The Company has contacted its significant suppliers and customers as part of its year 2000 compliance plan. The Company's goal
was to identify any potential year 2000 compliance issues with the enterprises with whom the Company does business. Although the results of this effort indicate that many of the Company's customers
and suppliers expect to be year 2000 compliant, the Company is currently unable to predict the magnitude of the operational and financial impact on the Company if year 2000 compliance issues with the
Company's suppliers and customers arise. In the ordinary course of business, the Company keeps a supply of maintenance parts and supplies and stockpiles of coal, coke and limerock. In anticipation of
any stoppage or delay in delivery of these supplies, the Company will increase these stockpiles to allow the Company to continue production for a limited period of time.

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk

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

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

Item 8.  FINANCIAL STATEMENTS

The financial statements of the Company for the fiscal years ended August 31, 1999, 1998 and 1997 have been audited by Eide Bailly LLP, independent
certified public accountants. Such financial statements have been included herein in reliance upon the report of Eide Bailly LLP. The financial statements of the Company are included in
Appendix A to this annual report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

The Board of Directors of the Company consists of three directors from each of the five factory districts. Directors must be common shareholders or
representatives of common shareholders belonging to the district they represent and are elected by the members of that district. In the case of a common shareholder who is other than a natural person,
a duly appointed or elected representative of such common shareholder may serve as a director. The directors have been elected to serve three-year terms expiring in December of the years
indicated in the table below. One director is elected each year from each factory district.

The
table below lists certain information concerning current directors of the Company.

|Name and Address                |  | Year of
Birth |  | Factory District |  | Director
Since |  | Term Expires
Dec.
|------------------------------- |  | ------------- |  | ---------------- |  | -------------- |  | -----------------
|Michael A. Astrup               |  | 1953          |  | Moorhead         |  | 1996           |  | 2002*            
|Box 219                         |  |               |  |                  |  |                |  |                  
|Dilworth, MN 56529              |  |               |  |                  |  |                |  |                  
|Jerry D. Bitker                 |  | 1948          |  | Hillsboro        |  | 1996           |  | 2002*            
|1694 Co. Highway #19            |  |               |  |                  |  |                |  |                  
|Halstad, MN 56548               |  |               |  |                  |  |                |  |                  
|Richard Borgen                  |  | 1949          |  | Moorhead         |  | 1997           |  | 2000             
|1544 Co. Highway #39            |  |               |  |                  |  |                |  |                  
|Perley, MN 56574                |  |               |  |                  |  |                |  |                  
|Aime J. Dufault                 |  | 1954          |  | East Grand Forks |  | 1990           |  | 2000             
|RR 1, Box 162                   |  |               |  |                  |  |                |  |                  
|Argyle, MN 56713                |  |               |  |                  |  |                |  |                  
|Steven M. Goodwin               |  | 1958          |  | East Grand Forks |  | 1995           |  | 2001             
|RR 3, Box 116                   |  |               |  |                  |  |                |  |                  
|Angus, MN 56712                 |  |               |  |                  |  |                |  |                  
|Court G. Hanson                 |  | 1948          |  | Hillsboro        |  | 1993           |  | 2001             
|RR 2, Box 1                     |  |               |  |                  |  |                |  |                  
|Blanchard, ND 58009             |  |               |  |                  |  |                |  |                  
|Lonn M. Kiel                    |  | 1953          |  | Crookston        |  | 1994           |  | 2000             
|RR 3, Box 71                    |  |               |  |                  |  |                |  |                  
|Crookston, MN 56716             |  |               |  |                  |  |                |  |                  
|David J. Kragnes                |  | 1952          |  | Moorhead         |  | 1995           |  | 2001             
|10600 60th St. N.               |  |               |  |                  |  |                |  |                  
|Felton, MN 56536                |  |               |  |                  |  |                |  |                  
|Francis L. Kritzberger          |  | 1945          |  | Hillsboro        |  | 1996           |  | 2000             
|RR #1, Box 22                   |  |               |  |                  |  |                |  |                  
|Hillsboro, ND 58045             |  |               |  |                  |  |                |  |                  
|Wayne Langen (Chairman)         |  | 1939          |  | Drayton          |  | 1988           |  | 2000             
|Box 133                         |  |               |  |                  |  |                |  |                  
|Kennedy, MN 56733               |  |               |  |                  |  |                |  |                  
|Patrick D. Mahar                |  | 1942          |  | Drayton          |  | 1993           |  | 2002*            
|RR 1, Box 363                   |  |               |  |                  |  |                |  |                  
|Cavalier, ND 58220-9789         |  |               |  |                  |  |                |  |                  
|Ronald E. Reitmeier             |  | 1945          |  | Crookston        |  | 1996           |  | 2002*            
|RR 1, Box 49                    |  |               |  |                  |  |                |  |                  
|Fisher, MN 56723                |  |               |  |                  |  |                |  |                  
|Jim A. Ross                     |  | 1950          |  | Crookston        |  | 1998           |  | 2001             
|RR 1, Box 5                     |  |               |  |                  |  |                |  |                  
|Fisher, MN 56723                |  |               |  |                  |  |                |  |                  
|G. Terry Stadstad               |  | 1943          |  | East Grand Forks |  | 1993           |  | 2002*            
|1774 22nd Avenue NE             |  |               |  |                  |  |                |  |                  
|Grand Forks, ND 58203           |  |               |  |                  |  |                |  |                  
|Robert Vivatson (Vice Chairman) |  | 1949          |  | Drayton          |  | 1992           |  | 2001             
|PO Box 631                      |  |               |  |                  |  |                |  |                  
|Cavalier, ND 58220              |  |               |  |                  |  |                |  |                  

---

Michael A. Astrup.Mr. Astrup has been a director since 1996. He has been a farmer near Dilworth, Minnesota, since 1977. He
serves on the Board of Directors for the American Sugarbeet Growers Association.

Jerry D. Bitker.Mr. Bitker has been a director since 1996 and has been a farmer since 1974 near Halstad and Ada, Minnesota.

Richard Borgen.Mr. Borgen has been a director since 1997. He has farmed east of Perley, Minnesota since 1967 and has served as
a director on the Perley Co-op Elevator Board for nine years and the Norman County West school board for 10 years.

Aime J. Dufault.Mr. Dufault has been a director since 1990. He has farmed near Argyle, Minnesota since 1974. Mr. Dufault
serves on the Board of Directors for Midwest Agri-Commodities Company.

Steven M. Goodwin.Mr. Goodwin has been a director since 1995. Mr. Goodwin has been a farmer since 1980 and owns and
operates a farm near Angus, Minnesota.

Court G. Hanson.Mr. Hanson has been a director since 1993 and has been a farmer since 1971. Mr. Hanson is president of
C. Hanson Farm, Inc., operating near Blanchard, North Dakota. Prior to farming, Mr. Hanson was an assistant national bank examiner from 1970 to 1973.

Lonn M. Kiel.Mr. Kiel has been a director since 1994 and has been farming near Crookston, Minnesota since 1982. He is the
president of Kiel Corporation and also serves on the Board of Directors of the Crookston Fuel Company.

David J. Kragnes.Mr. Kragnes has been a director since 1995. Mr. Kragnes has been a farmer since 1972, with his farming
operation located near Felton, Minnesota. Mr. Kragnes is a director for the American Sugarbeet Growers Association.

Francis L. Kritzberger.Mr. Kritzberger has been a director since 1996. He has previously served as a director with the Company,
from July 30, 1989 until July 30, 1993. Mr. Kritzberger has been a farmer since 1964. He serves on the Board of Directors of the North Dakota Council of Cooperatives.

Wayne Langen.Mr. Langen has been a director since 1988 and a farmer since 1963. Mr. Langen is a partner of Langen Bros.
Joint Venture and operates its farming operations near Kennedy, Minnesota. Mr. Langen serves on the Board of Directors of Kennedy Farmers Elevator Company, United Sugars Corporation and Midwest
Agri-Commodities Company and on the Board of Governors of ProGold Limited Liability Company.

Patrick D. Mahar.Mr. Mahar has been a director since 1993 and has been a farmer since 1962. He is currently a partner of Mahar
Farms near Cavalier, North Dakota. Mr. Mahar previously served as president of the Red River Valley Sugarbeet Growers Association, Fargo, North Dakota, and as president of the American
Sugarbeet Growers Association, Washington, D.C. Mr. Mahar is currently serving as a director for Midwest Agri-Commodities Company and also on the Boards of Directors of First State
Bank and Farmers Co-op Elevator, both of Cavalier, North Dakota.

Ronald E. Reitmeier.Mr. Reitmeier has been a director since 1996, and has been a farmer since 1968. He previously served on the
Board of Directors of PKM Electric Co-op for ten years.

Jim A. Ross.Mr. Ross has been a director since 1998. Mr. Ross has farmed near Fisher, Minnesota since 1971 and is a
board member of Fisher Fuel and Hardware Cooperative.

G. Terry Stadstad.Mr. Stadstad has been a director since 1993 and has been farming near Grand Forks, North Dakota since 1965.
Mr. Stadstad serves on the Board of Directors of United Sugars Corporation.

Robert Vivatson.Mr. Vivatson has been a director since 1992. Operating as a farmer near Cavalier, North Dakota since 1975,
Mr. Vivatson is a partner of Vivatson Bros. and president of Vivatson Farms Inc. Mr. Vivatson is serving on the Board of Directors of First State Bank, Cavalier, North Dakota and
on the Board of Governors of ProGold Limited Liability Company and United Sugars Corporation.

The
Board of Directors meets monthly. The Company provides its directors with compensation consisting of (i) a payment of $200 per month, (ii) a per diem payment of $200
for each day spent on Company activities, including board meetings and other Company functions, and (iii) reimbursement of expenses for attendance at Board of Directors' meetings. The Chairman
of the Board of Directors receives a payment of $500 per month, rather than $200 per month; the Chairman also receives a per diem in the amount of $200 for each day spent on Company activities.

Executive Officers

The table below lists the principal officers of the Company, none of whom owns any shares of Common or Preferred Stock. Officers are elected annually by the
Board of Directors.

|Name               |  | Year of
Birth |  | Position                                                         
|------------------ |  | ------------- |  | -----------------------------------------------------------------
|James J. Horvath   |  | 1945          |  | Chief Executive Officer                                          
|James W. Dudley    |  | 1950          |  | Vice PresidentAgriculture                                       
|Joseph J. Talley   |  | 1960          |  | Vice PresidentFinance                                           
|David A. Berg      |  | 1954          |  | Vice PresidentAdministration                                    
|David A. Walden    |  | 1953          |  | Vice PresidentOperations                                        
|Daniel C. Mott     |  | 1959          |  | Secretary                                                        
|Samuel S. M. Wai   |  | 1953          |  | Treasurer and Assistant Secretary                                
|Thomas S. Astrup   |  | 1968          |  | Corporate Controller, Assistant Secretary and Assistant Treasurer
|Mark L. Lembke     |  | 1955          |  | Assistant Secretary & Assistant Treasurer                        
|Ronald K. Peterson |  | 1955          |  | Assistant Secretary & Assistant Treasurer                        
|David L. Malmskog  |  | 1957          |  | Assistant Secretary & Assistant Treasurer                        

James J. Horvath.Mr. Horvath was named Chief Executive Officer in May, 1998. He served as Chief Financial Officer from 1996 to
1998. From 1994 to 1996, Mr. Horvath served as the Company's Vice PresidentJoint Ventures as well as Chief Manager and Chief Operating Officer of ProGold Limited Liability Company.
Mr. Horvath also served as the Company's Vice PresidentFinance from 1985 to 1994. Mr. Horvath currently serves on the Boards of Directors of United Sugars Corporation and
Midwest Agri-Commodities Company.

James W. Dudley.Mr. Dudley was appointed Vice PresidentAgriculture in January, 1998. He had served as Vice
PresidentOperations, Factory Operations Manager and Regional Manager from 1985 through 1997.

Joseph J. Talley.Mr. Talley was named Vice PresidentFinance in 1998. He served as the Company's Treasurer and
Finance Director, Assistant Treasurer and Assistant Secretary from 1996 until his appointment as Vice PresidentFinance. Mr. Talley served as Finance Director of ProGold Limited
Liability Company from 1994 through 1996. He currently serves on the Board of Governors for ProGold Limited Liability Company and on the Board of Directors of Midwest Agri-Commodities
Company. Prior to July 1994, Mr. Talley was a partner with the accounting firm of Eide Helmeke PLLP.

David A. Berg.Mr. Berg served as a Factory Shift Supervisor and Packaging and Warehousing Superintendent during 1998 as part of
a development assignment. In October 1998, he was named Vice PresidentAdministration. During the period from 1994 to 1998, Mr. Berg served as the Company's Vice
PresidentBusiness Development, Vice PresidentStrategic Planning, DirectorMarket Information, Manager of Marketing and Analysis and ManagerEconomic
Research. He currently serves on the Domestic Sugar Committee of the New York Coffee, Sugar and Cocoa Exchange which oversees the administration and regulatory compliance of sugar futures contracts
traded on the Exchange.

David W. Walden.Mr. Walden was elected Vice President of Operations in January 1998. He served as Production Manager
from 1995 until 1998. He joined the Company in 1979 as a Resident


Engineer at the Crookston facility and has held positions of Engineering and Maintenance Superintendent, Production Superintendent, Assistant Operations Manager and Maintenance Manager.
Mr. Walden also serves as the chairman of the Board of Managers of Crystech LLC.

Daniel C. Mott.Mr. Mott became the Company's Secretary during 1999. Previously, he had served as Assistant Secretary since
1995. He is a Partner in the law firm of Oppenheimer Wolff & Donnelly LLP. The firm acts as corporate counsel to the Company. Mr. Mott is not an employee of the Company.

Samuel S. M. Wai.Mr. Wai was named the Company's Treasurer and Assistant Secretary in 1999. He served as the Company's
Corporate Controller from 1996 until 1999 and was the Company's Treasurer from 1985 to 1996. He held various financial positions with the Company from 1979 to 1985. Mr. Wai also serves on the
Board of Managers of Crystech LLC and as Treasurer of the American Crystal Sugar Political Action Committee. Mr. Wai also serves on the Board of Directors of the Institute of Cooperative
Financial Officers.

Thomas S. Astrup.Mr. Astrup currently serves as the Company's Corporate Controller, Assistant Treasurer and Assistant
Secretary. From 1997 until 1999, he held the position of Controller for Midwest Agri-Commodities Company. He was also the Corporate Accountant for ProGold Limited Liability Company from
1994 to 1997.

Mark L. Lembke.Mr. Lembke was named Assistant Secretary and Assistant Treasurer in 1996. He currently serves as Finance
Administration Manager. Mr. Lembke served as the Company's Corporate Accounting Manager from 1995 to 1999. From 1987 through 1995, Mr. Lembke served as Factory Accounting Supervisor.

Ronald K. Peterson.Mr. Peterson has served as Assistant Treasurer and Assistant Secretary since 1993. He currently holds the
position of Accounting and Systems Manager. From 1996 to 1999 Mr. Peterson was the Financial Systems Manager and from 1991 to 1995 served as the Company's Corporate Accounting Manager.
Mr. Peterson has held various financial positions with the Company since 1979. He is also the Assistant Treasurer for American Crystal Sugar Political Action Committee.

David L. Malmskog.Mr. Malmskog currently serves as DirectorBusiness Development and was appointed Assistant
Secretary and Assistant Treasurer in 1998. Mr. Malmskog has held various financial positions with the Company since 1980.



## 

Item 11.  EXECUTIVE COMPENSATION

The following table summarizes the amount of compensation paid for services rendered to the Company during the fiscal year ended August 31, 1999 and the
two prior fiscal years to those persons serving as the Company's Chief Executive Officer and to the four other most highly compensated current executive officers of the Company whose cash compensation
exceeded $100,000 per annum. Information is also included for two executive officers who retired during 1999.

SUMMARY COMPENSATION TABLE

|                                             |  | Annual Compensation |  | Long-Term
Compensation
Payouts |  |                         
|-------------------------------------------- |  | ------------------- |  | ------------------------------ |  | ------------------------
|
|James J. Horvath
Chief Executive Officer*    |  | 1999
1998
1997      |  | $388,840
$270,031
$216,228     |  | $103,000
$64,556
$97,943
|David A. Berg
Vice PresidentAdministration  |  | 1999
1998
1997      |  | $152,994
$138,412
$124,211     |  | $39,000
$35,053
$56,084 
|James W. Dudley
Vice PresidentAgriculture   |  | 1999
1998
1997      |  | $177,900
$176,034
$160,423     |  | $30,000
$35,580
$72,776 
|Joseph J. Talley
Vice PresidentFinance**    |  | 1999
1998
1997      |  | $154,231
$133,992
$119,927     |  | $49,008
$25,584
$32,708 
|David A. Walden
Vice PresidentOperations*** |  | 1999
1998
1997      |  | $158,561
$126,765
$104,540     |  | $35,000
$22,796
$28,440 
|Lawrence L. Mathias                          |  | 1999                |  | $98,118                        |  | $                      
|Vice PresidentHuman Resources               |  | 1998                |  | $177,192                       |  | $35,558                 
|and Public Relations (Retired)****           |  | 1997                |  | $171,483                       |  | $69,044                 
|Marcus F. Richardson(4)                      |  | 1999                |  | $128,163                       |  | $75,000                 
|Chief Operating Officer                      |  | 1998                |  | $263,339                       |  | $52,897                 
|(Retired)****                                |  | 1997                |  | $253,453                       |  | $114,550                
|                                             |  |                     |  |                                |  |                         

---

|*    |  | Effective May 15, 1998   
|---- |  | -------------------------
|**   |  | Effective May 27, 1998   
|***  |  | Effective January 6, 1998
|**** |  | Effective January 2, 1999

Employment Agreement with CEO

Effective May 15, 1998, the Company and Mr. Horvath entered into an agreement regarding Mr. Horvath's employment by the Company. The
agreement provides that Mr. Horvath shall serve as an "at will" employee at the pleasure of the Board of Directors. The agreement also contains the provision of a three-year
non-compete/non-solicitation agreement with Mr. Horvath. Among other terms, the agreement establishes Mr. Horvath's base compensation at $388,840 per year, and
also provides that he may participate in other benefit plans offered by the Company. If the Board of Directors terminates Mr. Horvath's employment with the Company without cause,
Mr. Horvath shall receive of severance payment equal to three (3) years of Mr. Horvath's base compensation.

If
the Board of Directors terminates Mr. Horvath's employment with the Company without cause after age 60 or he incurs a termination due to disability, Mr. Horvath is
entitled to receive reimbursement for the cost of medical and dental coverage for himself and his spouse from the date of termination through their respective deaths; life insurance coverage to age
591/2 equal to his base salary on the date of termination, from age 65 to 70 equal to 50% of his base salary on the date of termination, and after age 70 equal to 25% of his base salary
on the date of termination; and supplemental pension benefits equal to the difference between the cumulative monthly amount of the retirement benefit Mr. Horvath would have received under
Retirement Plan A and the Supplemental Executive Retirement Plan (SERP) computed as though Mr. Horvath continued his employment to age 65 and had attained 30 years of service, and the
cumulative monthly amount of the retirement benefits actually paid to Mr. Horvath under Retirement Plan A and the Supplemental Executive Retirement Plan (SERP).

If
the Board of Directors terminates Mr. Horvath's employment with the Company without cause before age 55 or he incurs a termination due to disability, Mr. Horvath is
entitled to receive supplemental early retirement benefits equal to the difference between the cumulative monthly amount of the retirement benefit Mr. Horvath would have received under
Retirement Plan A and the Supplemental Executive Retirement Plan (SERP) computed as though Mr. Horvath continued his employment to age 55 and assuming compensation equal to that in effect as of
the termination date with no reduction in benefits for death benefits payable to Mr. Horvath's spouse, and the cumulative monthly amount of the retirement benefits actually paid to
Mr. Horvath under Retirement Plan A and the Supplemental Executive Retirement Plan (SERP) assuming commencement at age 55.

If
the Board of Directors terminates Mr. Horvath's employment with the Company without cause after age 60 and Mr. Horvath subsequently dies, or if Mr. Horvath
dies prior to terminating his employment with the Company, Mr. Horvath's spouse is entitled to receive monthly payments for the remainder of her life equal to the difference between the
cumulative monthly amount of the retirement benefit Mr. Horvath would have received under Retirement Plan A and the Supplemental Executive Retirement Plan (SERP) computed as though
Mr. Horvath continued his employment to age 65 and had attained 30 years of service, and the cumulative monthly amount of the retirement benefits actually payable to his spouse under
Retirement Plan A and the Supplemental Executive Retirement Plan (SERP).

Incentive Plans

Certain management employees are entitled to participate in an incentive program that provides for cash awards based partially on the performance of the
Company and partially on achievement of certain management performance objectives. The performance objectives of the CEO are determined by the Board of Directors. The performance objectives of other
executives are determined by the CEO. An executive is not eligible for any awards under the incentive program if that executive's performance for the applicable fiscal year is rated as
"unsatisfactory." The amount of the incentive bonus is dependent on the executive's responsibilities, the performance of the Company and the results of the executive's evaluation for the fiscal year.

Effective
September 1, 1995, the Company adopted a Long Term Incentive Plan ("LTIP") which provides deferred compensation to certain key executives of the Company. The LTIP
created financial incentives that reward executives for long-term commitment to the Company and for successfully implementing the Company's long-term growth strategies. Such
incentives are based upon contract rights which are available to the executive under the terms of the LTIP, the value of which is related to the value of preferred shares of the Company. The LTIP
allows participants to purchase a limited number of contract rights at the end of each three-year cycle. The LTIP establishes both minimum and maximum ownership levels. When an executive
reaches his minimum ownership level, he or she may sell any vested shares over the minimum to any qualified grower. The executive or his estate may also sell any vested shares at the time of his
termination, disability or death. At the point of sale, the contract right becomes a share of Preferred Stock which the Company issues to the purchasing grower. The executive receives the proceeds of
the sale, less appropriate taxes. The long-term cost of the stock will not be to the Company, but to the grower who eventually purchases the stock from the executive. The LTIP also
provides for annual payments of "profit per acre payments" to executives holding contract rights. The profit per acre payments are determined by subtracting from the Company's beet payment per acre
the average cost of production per acre incurred by the Company's members and multiplying the result by the number of contract rights held by the executive. The contract rights acquired under this
plan terminate five years after the executive's employment with the Company is terminated, if not exercised by the executive.

A
total of 717 contract rights have been granted under the plan. The table below lists executives named in the executive compensation table who have been granted and hold contract
rights with respect to the number of shares set forth below. Each contract right listed below carried a stated value upon grant of $1,485 per share; the current stated value is $1,500 per share.

Long-Term Incentive Plan Awards in Last Fiscal Year

|Executive Officers   |  | Contract
Rights |  | Representative
Payout(1)
|-------------------- |  | --------------- |  | ------------------------
|Marcus F. Richardson |  | 249             |  | $                       
|James J. Horvath     |  | 102             |  | $                       
|James J. Dudley      |  | 28              |  | $                       
|Lawrence L. Mathias  |  | 81              |  | $                       
|David A. Berg        |  | 45              |  | $                       

---

To
date, only Mr. McCarty, the former CEO, has exercised his contract rights, having sold 155 contract rights in May, 1998.

Contract
rights were available under the LTIP with regard to fiscal years 1996, 1997, and 1998. Contract rights are no longer being made available to the executives under the LTIP.
However, the profit per acre payments discussed above will continue to be made under the terms of the plan for so long as participants remain in the plan.

In
June of 1999, the Board of Directors adopted a new Long-Term Incentive Plan which is effective with respect to fiscal year 2000. Under the new plan, awards will be
based upon progress towards achieving certain long-term strategic objectives established by the Board of Directors. Incentive awards under the plan will range from 0 to 40% of base
compensation for the Vice Presidents and from 0 to 80% of base compensation for the President. The actual amount of the award available to a given individual will be based upon that individual's
performance level. Awards paid under the plan may be paid in the form of cash paid to the employee's Supplemental Executive Retirement Plan, as discussed below, or in the form of contract rights to be
paid in a manner consistent with the LTIP discussed above, in each
case as determined by the Board of Directors. All awards will be subject to a three year vesting schedule. The Board of Directors retains the discretion to determine the amount of any cash awards
and/or contract rights to be made available to plan participants with respect to a given fiscal year.

Retirement Plans

The Company has established noncontributory, defined benefit retirement plans which are available to all eligible employees of the Company. Those employees who
are covered by a collective bargaining agreement participate in Plan B, while employees who are not subject to a collective bargaining agreement, including the executive officers listed on the Summary
Compensation Table, participate in pension Plan A. The benefits of the plans are funded by periodic Company contributions to a retirement trust which invests the Company's contributions and the
earnings from such contributions in order to pay the benefits to the employees. The plans provide for the payment of monthly retirement benefits determined under a calculation based on years of
service and a participant's compensation. Retirement benefits are paid to participants upon normal retirement at the age of 65 or later or upon early retirement. The plans also provide for the payment
of certain disability and death benefits.

Effective
September 1, 1994, certain executive employees of the Company became eligible to participate in a "Supplemental Executive Retirement Plan." Subject to the discretion
of the Board of Directors, the plan provides for the Company to credit to the account of each executive eligible to participate in the Supplemental Plan amounts equal to (i) the difference
between amounts actually contributed to the Company's 401(k) plan on behalf of the executive and the amounts which could have been contributed if certain provisions of the Internal Revenue Code did
not prohibit the contribution of such amounts and (ii) the difference between the benefits actually payable to the executive under the provisions of Retirement Plan "A" and the amounts
which would be payable under Retirement Plan "A" if certain provisions of the Internal Revenue Code did not prohibit the payment of such benefits. In addition, the executive may elect to defer
a portion of his or her compensation, ranging from 2% to 16%, by regular payroll deductions under the Supplemental Plan, and may also defer 100% of all bonus and
profits-per-acre payments. The Supplemental Plan is an "unfunded" plan, with all

amounts to be paid under the Supplemental Plan to be paid from the general assets of the Company when due and also to be subject to the claims of the Company's creditors.

The
table below shows the approximate annual pension benefits payable to executive officers at normal retirement under Retirement Plan A, as well as a non-qualified
supplemental benefit plan. The compensation covered by the pension program is based on an employee's annual salary and bonus. Amounts payable are computed on the basis of a straight life annuity and
are not reduced for social security benefits or other offsets.

American Crystal Sugar Company
1999 Calculation
Plan A Qualified and Non-Qualified Supplemental Benefits

|         |  | Years of Service
|-------- |  | ----------------
|
|
|$125,000 |  | $               
|$150,000 |  | $               
|$175,000 |  | $               
|$200,000 |  | $               
|$225,000 |  | $               
|$250,000 |  | $               
|$300,000 |  | $               
|$400,000 |  | $               
|$500,000 |  | $               

The
five executive officers named in the Summary Compensation Table who are currently employees of the Company, have years of service under the plan as follows: Mr. Horvath has
served for 14 years; Mr. Dudley has served for 15 years; Mr. Walden has served for 20 years; Mr. Berg has served for 12 years; and Mr. Talley
has served for 5 years.

The
Company maintains Section 401(k) plans that permit employees to elect to set aside, on a pre-tax basis, a portion of their gross compensation in trust to pay
future retirement benefits. The Company matches 100% of the nonunion and union year-round participant's contribution up to 4% and 2% respectively of their gross earnings. The total annual
pre-income tax addition to any employees' account in any calendar year may not exceed the lesser of (i) $30,000 or (ii) 25% of annual compensation less the amount of the
contribution and any salary conversion. During 1999, the employee pre-income tax contribution was limited to $10,000. An employee may also contribute up to 10% of his annual compensation
on an after-tax basis. Benefits under the 401(k) plans begin to be paid to the employee upon the close of the plan year in which one of the following events has occurred: the date the
employee attains age 591/2, the date the employee terminates his service with the employer and the date specified in a written election made by the employee to receive benefits no later
than April 1 of the year following the calendar year in which the employee retires, dies, becomes disabled, reaches age 701/2 or is terminated.

Arrangements with Retired Officers

Marcus Richardson

Effective December 31, 1998, the Company and Mr. Richardson entered into a "Retirement and Release Agreement." The agreement provides that
Mr. Richardson will retire from his employment with the Company effective as of January 2, 1999 in return for the Company agreeing to the following terms.

The
Company agreed to reimburse Mr. Richardson and his spouse for the cost of continuing medical and dental coverage from the Company through their respective deaths. The
Company agreed to provide life insurance coverage for Mr. Richardson of at least $265,000 until he reaches age 65, at least $132,500 from ages 65 to 70, and at least $66,250 from age 70 until
his death. Furthermore, the Company agreed to pay Mr. Richardson a monthly payment from the date of his retirement equal to the monthly Social Security benefit which would be payable to
Mr. Richardson when he reaches age 62.

Additionally,
the Company agreed to provide a supplemental benefit equal to the difference between the qualified and nonqualified retirement benefit. The nonqualified benefit is
calculating without a compensation cap and assuming Mr. Richardson continued his employment until he attained age 65 at the agreed upon salary, completed 30 years of accrual service,
with no reduction for survivor death
benefits payable to his wife. In the event of Mr. Richardson's death, his surviving spouse would receive a monthly benefit equal to the monthly benefit Mr. Richardson was receiving at
the time of his death.

Lawrence Mathias

Effective January 2, 1999, the Company and Mr. Mathias entered into a "Retirement and Release Agreement." The agreement provides that
Mr. Mathias will retire from his employment with the Company effective as of January 2, 1999 in return for the Company agreeing to the following terms.

The
Company agreed to reimburse Mr. Mathias and his spouse for the cost of continuing medical and dental coverage from the Company through their respective deaths. The Company
agreed to provide life insurance coverage for Mr. Mathias of at least $178,000 until he reaches age 62. Furthermore, the Company agrees to pay Mr. Mathias a monthly payment from the date
of his retirement equal to the monthly Social Security benefit which would be payable to Mr. Mathias when he reaches age 62. Additionally, the Company agrees to provide a supplemental benefit
equal to the difference between the qualified and nonqualified retirement benefit. The nonqualified benefit is calculating without a compensation cap assuming Mr. Mathias continued his
employment until he attained age 62 at the agreed upon salary, completed 30 years of accrual service, with no reduction for survivor death benefits payable to his wife.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Under state law and the Company's Bylaws, each member of the cooperative is entitled to one vote, regardless of the number of shares the member holds. The
Common Stock of the Company is voting stock and each member of the Company holds one share of Common Stock. The Preferred Stock of the Company is non-voting stock. The Company's stock can
only be held by individuals who are sugarbeet growers. None of the officers or executives of the Company hold stock of the Company. As of the date hereof, no director owns beneficially more than 1% of
the Company's issued and outstanding Preferred Stock and the directors, as a group, beneficially own less than 2% of the Company's issued and outstanding Preferred Stock. To the best of the Company's
knowledge, no other party beneficially owns more than 2% of the Company's Preferred Stock.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Each of the Company's directors is also a sugarbeet farmer and a shareholder member or representative of a shareholder member of the Company. By virtue of
their status as such members of the Company, each director or the member he represents sells sugarbeets to the Company and receives payments for those sugarbeets. Such payments for sugarbeets often
exceed $60,000. However, such payments are received by the directors or the entities they represent on exactly the same basis as payments are received by other members of the Company for the delivery
of their sugarbeets. Except for the sugarbeet sales described in the preceding sentences, none of the directors or executive officers

of the Company have engaged in any other transactions with the Company involving amounts in excess of $60,000.

PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.



## 

SIGNATURES

Pursuant to the requirements of Section 13 or 15 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, on November 26, 1999.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By:                           
| |  |                               

Dated:
November 26, 1999

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the
dates indicated.

|Signature                  |  | Title                                                               |  | Date             
|-------------------------- |  | ------------------------------------------------------------------- |  | -----------------
|/s/ JAMES J. HORVATH       |  | Chief Executive Officer (Principal Executive Officer)               |  | November 26, 1999
|/s/ JOSEPH J. TALLEY       |  | Vice President-Finance (Principal Financial and Accounting Officer) |  | November 26, 1999
|/s/ MICHAEL A. ASTRUP      |  | Director                                                            |  | November 26, 1999
|/s/ JERRY D. BITKER        |  | Director                                                            |  | November 26, 1999
|/s/ RICHARD BORGEN         |  | Director                                                            |  | November 26, 1999
|/s/ AIME J. DEFAULT        |  | Director                                                            |  | November 26, 1999
|/s/ STEVEN M. GOODWIN      |  | Director                                                            |  | November 26, 1999
|/s/ COURT G. HANSON        |  | Director                                                            |  | November 26, 1999
|/s/ LONN M. KIEL           |  | Director                                                            |  | November 26, 1999
|/s/ DAVID J. KRAGNES       |  | Director                                                            |  | November 26, 1999
|/s/ FRANCIS L. KRITZBERGER |  | Director                                                            |  | November 26, 1999
|/s/ WAYNE LANGEN           |  | Director                                                            |  | November 26, 1999
|/s/ PATRICK D. MAHAR       |  | Director                                                            |  | November 26, 1999
|/s/ RONALD E. REITMEIER    |  | Director                                                            |  | November 26, 1999
|/s/ JIM A. ROSS            |  | Director                                                            |  | November 26, 1999
|/s/ G. TERRY STADSTAD      |  | Director                                                            |  | November 26, 1999
|/s/ ROBERT VIVATSON        |  | Director                                                            |  | November 26, 1999
|                           |  |                                                                     |  |                  



## 

APPENDIX A

INDEX TO FINANCIAL STATEMENTS

|AMERICAN CRYSTAL SUGAR COMPANY                                                                  |  |    
|----------------------------------------------------------------------------------------------- |  | ---
|FINANCIAL STATEMENTS:                                                                           |  |    
|Report of Independent Auditors                                                                  |  | A-2
|Statements of Operations for the Years Ended August 31, 1999, 1998 and 1997                     |  | A-3
|Balance Sheets as of August 31, 1999 and 1998                                                   |  | A-4
|Statements of Changes in Members' Investment for the Years Ended August 31, 1999,
1998 and 1997 |  | A-6
|Statements of Cash Flows for the Years Ended August 31, 1999, 1998 and 1997                     |  | A-7
|Notes to the Financial Statements                                                               |  | A-8



## 

REPORT OF INDEPENDENT AUDITORS

To
the Members of American Crystal Sugar Company
Moorhead, Minnesota

We
have audited the accompanying balance sheets of the American Crystal Sugar Company (a Minnesota cooperative corporation) as of August 31, 1999 and 1998, and the related
statements of operations, changes in members' investments and cash flows for the years ended August 31, 1999, 1998 and 1997. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the American Crystal Sugar Company as of
August 31, 1999 and 1998, and the results of its operations and its cash flows for the years ended August 31, 1999, 1998 and 1997, in conformity with generally accepted accounting
principles.

/s/
EIDE BAILLEY LLP

Eide
Bailly LLP
October 8, 1999
Eden Prairie, Minnesota

## 

AMERICAN CRYSTAL SUGAR COMPANY   STATEMENTS OF OPERATIONS   FOR THE YEARS ENDED AUGUST 31 (IN THOUSANDS)

|                                                                   |  | 1999 |         | 1998 |   | 1997    |  
|------------------------------------------------------------------ |  | ---- | ------- | ---- | - | ------- | -
|Net Revenue                                                        |  | $    | 843,968 |      | $ | 676,625 |  
|Cost of Product Sold, Excluding Payments to
Members for Sugarbeets |  |      | 267,159 |      |   | 193,949 |  
|                                                                   |  |      |         |      |   |         |  
|Gross Proceeds                                                     |  |      | 576,809 |      |   | 482,676 |  
|Selling, General and Administrative
Expenses                       |  |      | 190,898 |      |   | 153,561 |  
|                                                                   |  |      |         |      |   |         |  
|Operating Proceeds                                                 |  |      | 385,911 |      |   | 329,115 |  
|                                                                   |  |      |         |      |   |         |  
|Other Income (Expense):                                            |  |      |         |      |   |         |  
|Interest Income                                                    |  |      | 1,762   |      |   | 2,045   |  
|Other Income                                                       |  |      | 5,588   |      |   | 1,058   |  
|Interest Expense, Net                                              |  |      | (21,960 | )    |   | (14,390 | )
|Other Expenses                                                     |  |      | (1,489  | )    |   | (4,866  | )
|                                                                   |  |      |         |      |   |         |  
|Total Other (Expense)                                              |  |      | (16,099 | )    |   | (16,153 | )
|                                                                   |  |      |         |      |   |         |  
|Proceeds Before Income Taxes                                       |  |      | 369,812 |      |   | 312,962 |  
|Income Tax Benefit/(Expense)                                       |  |      | (131    | )    |   | 45      |  
|                                                                   |  |      |         |      |   |         |  
|Net Proceeds Resulting from Member and                             |  |      |         |      |   |         |  
|Non-Member Business                                                |  | $    | 369,681 |      | $ | 313,007 |  
|                                                                   |  |      |         |      |   |         |  
|Distributions of Net Proceeds:                                     |  |      |         |      |   |         |  
|Credited (Charged) to Members' Investments:                        |  |      |         |      |   |         |  
|Non-Member Business (Loss)                                         |  | $    | (494    | )    | $ | (9,679  | )
|Unit Retains Declared to Members                                   |  |      | 21,332  |      |   | 8,545   |  
|                                                                   |  |      |         |      |   |         |  
|Net Credit (Charge) to Members' Investments                        |  |      | 20,838  |      |   | (1,134  | )
|Payments to Members for Sugarbeets, Net of
Unit Retains Declared   |  |      | 348,843 |      |   | 314,141 |  
|                                                                   |  |      |         |      |   |         |  
|Total                                                              |  | $    | 369,681 |      | $ | 313,007 |  
|                                                                   |  |      |         |      |   |         |  

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



AMERICAN CRYSTAL SUGAR COMPANY   BALANCE SHEETS   AUGUST 31 (In Thousands)   Assets

|                                                 |  | 1999 |          | 1998 |  
|------------------------------------------------ |  | ---- | -------- | ---- | -
|Current Assets:                                  |  |      |          |      |  
|Cash and Cash Equivalents                        |  | $    | 2,156    |      | $
|Receivables:                                     |  |      |          |      |  
|Trade                                            |  |      | 71,654   |      |  
|Members                                          |  |      | 1,595    |      |  
|Other                                            |  |      | 2,642    |      |  
|Advances to Related Parties                      |  |      | 22,419   |      |  
|Inventories                                      |  |      | 111,958  |      |  
|Prepaid Expenses                                 |  |      | 2,944    |      |  
|                                                 |  |      |          |      |  
|Total Current Assets                             |  |      | 215,368  |      |  
|                                                 |  |      |          |      |  
|Property and Equipment:                          |  |      |          |      |  
|Land                                             |  |      | 24,102   |      |  
|Buildings and Equipment                          |  |      | 804,962  |      |  
|Construction in Progress                         |  |      | 6,647    |      |  
|Less Accumulated Depreciation                    |  |      | (459,096 | )    |  
|                                                 |  |      |          |      |  
|Net Property and Equipment                       |  |      | 376,615  |      |  
|                                                 |  |      |          |      |  
|Other Assets:                                    |  |      |          |      |  
|Investments in Banks for Cooperatives            |  |      | 15,427   |      |  
|Investments in Marketing Cooperatives            |  |      | 3,112    |      |  
|Investments in ProGold Limited Liability Company |  |      | 35,629   |      |  
|Investments in Crystech, LLC                     |  |      | 1,688    |      |  
|Notes ReceivableCrystech, LLC                   |  |      | 11,883   |      |  
|Other Assets                                     |  |      | 6,170    |      |  
|                                                 |  |      |          |      |  
|Total Other Assets                               |  |      | 73,909   |      |  
|                                                 |  |      |          |      |  
|Total Assets                                     |  | $    | 665,892  |      | $
|                                                 |  |      |          |      |  

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



AMERICAN CRYSTAL SUGAR COMPANY   BALANCE SHEETS   AUGUST 31 (In Thousands)   Liabilities and Members' Investments

|                                              |  | 1999 |         | 1998 |  
|--------------------------------------------- |  | ---- | ------- | ---- | -
|Current Liabilities:                          |  |      |         |      |  
|Short-Term Debt                               |  | $    | 60,844  |      | $
|Current Maturities of Long-Term Debt          |  |      | 18,915  |      |  
|Accounts Payable                              |  |      | 26,258  |      |  
|Other Current Liabilities                     |  |      | 16,920  |      |  
|Amounts Due Members                           |  |      | 35,698  |      |  
|                                              |  |      |         |      |  
|Total Current Liabilities                     |  |      | 158,635 |      |  
|Long-Term Debt, Net of Current Maturities     |  |      | 233,135 |      |  
|Other Liabilities                             |  |      | 32,836  |      |  
|                                              |  |      |         |      |  
|Total Liabilities                             |  |      | 424,606 |      |  
|                                              |  |      |         |      |  
|Members' Investments:                         |  |      |         |      |  
|Preferred Stock                               |  |      | 38,275  |      |  
|Common Stock                                  |  |      | 30      |      |  
|Additional Paid-In Capital                    |  |      | 123,948 |      |  
|Unit Retains                                  |  |      | 116,849 |      |  
|Accumulated Other Comprehensive Income (Loss) |  |      | (4,088  | )    |  
|Retained Earnings (Deficit)                   |  |      | (33,728 | )    |  
|                                              |  |      |         |      |  
|Total Members' Investments                    |  |      | 241,286 |      |  
|                                              |  |      |         |      |  
|Total Liabilities and Members' Investments    |  | $    | 665,892 |      | $
|                                              |  |      |         |      |  

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



AMERICAN CRYSTAL SUGAR COMPANY

STATEMENTS OF CHANGES IN MEMBERS' INVESTMENTS

FOR YEARS ENDED AUGUST 31
(In Thousands)

|                                               |  | Preferred
Stock |        | Common Stock |   | Additional
Paid-In
Capital |  | Unit
Retains |         | Other
Comprehensive
Income (Loss) |   | Retained
Earnings
(Deficit) |   | Total |       
|---------------------------------------------- |  | --------------- | ------ | ------------ | - | -------------------------- |  | ------------ | ------- | --------------------------------- | - | --------------------------- | - | ----- | ------
|Balance, August 31, 1996                       |  | $               | 31,879 |              | $ | 24                         |  | $            | 33,041  |                                   | $ | 97,191                      |   | $     | (4,518
|Non-Member Business (Loss)                     |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       |      
|Pension Liability Adjustment                   |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       | 387   
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Comprehensive (Loss)                           |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Unit Retains Withheld from Members ($2.00/Ton) |  |                 |       |              |   |                           |  |              |        |                                   |   | 16,611                      |   |       |      
|Payments to Estates and Disabled Individuals   |  |                 |       |              |   |                           |  |              |        |                                   |   | (673                        | ) |       |      
|Payments of 1989 Crop Unit Retains to Members  |  |                 |       |              |   |                           |  |              |        |                                   |   | (7,679                      | ) |       |      
|Contributed Capital of Investee                |  |                 |       |              |   |                           |  |              | 892     |                                   |   |                            |   |       |      
|Stock Issued, Net                              |  |                 | 1,663  |              |   | 2                          |  |              | 30,663  |                                   |   |                            |   |       |      
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Balance, August 31, 1997                       |  | $               | 33,542 |              | $ | 26                         |  | $            | 64,596  |                                   | $ | 105,450                     |   | $     | (4,131
|Non-Member Business (Loss)                     |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       |      
|Pension Liability Adjustment                   |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       | 1,872 
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Comprehensive (Loss)                           |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Unit Retains Withheld from Members ($1.00/Ton) |  |                 |       |              |   |                           |  |              |        |                                   |   | 8,545                       |   |       |      
|Payments to Estates and Disabled Individuals   |  |                 |       |              |   |                           |  |              |        |                                   |   | (478                        | ) |       |      
|Payments of 1990 Crop Unit Retains to Members  |  |                 |       |              |   |                           |  |              |        |                                   |   | (7,667                      | ) |       |      
|Contributed Capital of Investee                |  |                 |       |              |   |                           |  |              | 21      |                                   |   |                            |   |       |      
|Stock Issued, Net                              |  |                 | 4,733  |              |   | 2                          |  |              | 51,566  |                                   |   |                            |   |       |      
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Balance, August 31, 1998                       |  | $               | 38,275 |              | $ | 28                         |  | $            | 116,183 |                                   | $ | 105,850                     |   | $     | (2,259
|Non-Member Business (Loss)                     |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       |      
|Pension Liability Adjustment                   |  |                 |       |              |   |                           |  |              |        |                                   |   |                            |   |       | (1,829
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Comprehensive (Loss)                           |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Unit Retains Withheld from Members ($2.00/Ton) |  |                 |       |              |   |                           |  |              |        |                                   |   | 21,332                      |   |       |      
|Payments to Estates and Disabled Individuals   |  |                 |       |              |   |                           |  |              |        |                                   |   | (365                        | ) |       |      
|Payments of 1991 Crop Unit Retains to Members  |  |                 |       |              |   |                           |  |              |        |                                   |   | (9,968                      | ) |       |      
|Stock Issued, Net                              |  |                 |       |              |   | 2                          |  |              | 7,765   |                                   |   |                            |   |       |      
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       
|Balance, August 31, 1999                       |  | $               | 38,275 |              | $ | 30                         |  | $            | 123,948 |                                   | $ | 116,849                     |   | $     | (4,088
|                                               |  |                 |        |              |   |                            |  |              |         |                                   |   |                             |   |       |       

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

AMERICAN CRYSTAL SUGAR COMPANY

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED AUGUST 31
(In Thousands)

|                                                                   |  | 1999 |          | 1998 |   | 1997     |  
|------------------------------------------------------------------ |  | ---- | -------- | ---- | - | -------- | -
|Cash Provided By (Used In) Operations:                             |  |      |          |      |   |          |  
|Net Proceeds Resulting from Member and Non-Member Business         |  | $    | 369,681  |      | $ | 313,007  |  
|Payments to Members for Sugarbeets, Net of Unit Retains Declared   |  |      | (348,843 | )    |   | (314,141 | )
|Add (Deduct) Non-Cash Items:                                       |  |      |          |      |   |          |  
|Depreciation and Amortization                                      |  |      | 34,334   |      |   | 26,870   |  
|(Income) Loss from Equity Method Investees                         |  |      | (697     | )    |   | 4,007    |  
|Loss on the Disposition of Property and Equipment                  |  |      | 661      |      |   | 2,412    |  
|Non-Cash Portion of Patronage Dividend from Banks for Cooperatives |  |      | 463      |      |   | (1,322   | )
|Deferred Gain Recognition                                          |  |      | (201     | )    |   | (209     | )
|Changes in Assets and Liabilities:                                 |  |      |          |      |   |          |  
|Receivables                                                        |  |      | (16,658  | )    |   | 10,182   |  
|Inventories                                                        |  |      | 30,424   |      |   | (2,325   | )
|Prepaid Expenses                                                   |  |      | 135      |      |   | (187     | )
|Advances to Related Parties                                        |  |      | 3,983    |      |   | (11,338  | )
|Accounts Payable                                                   |  |      | (9,873   | )    |   | 10,234   |  
|Other Liabilities                                                  |  |      | 3,900    |      |   | 3,242    |  
|Amounts Due Members                                                |  |      | 21,283   |      |   | (51,740  | )
|                                                                   |  |      |          |      |   |          |  
|Net Cash Provided By (Used In) Operations                          |  |      | 88,592   |      |   | (11,308  | )
|                                                                   |  |      |          |      |   |          |  
|Cash Provided By (Used In) Investing Activities:                   |  |      |          |      |   |          |  
|Purchases of Property and Equipment                                |  |      | (59,783  | )    |   | (101,769 | )
|Proceeds from the Sale of Property and Equipment                   |  |      | 430      |      |   | 365      |  
|Investments in Marketing Cooperatives                              |  |      | (714     | )    |   | (338     | )
|Distributions (Investments) in ProGold Limited Liability Company   |  |      |         |      |   | 3,588    |  
|Investments in Crystech, LLC                                       |  |      | (114     | )    |   | (1,574   | )
|Issuance of Notes ReceivableCrystech, LLC                         |  |      | (8,164   | )    |   | (3,719   | )
|Changes in Other Assets                                            |  |      | 357      |      |   | (1,189   | )
|                                                                   |  |      |          |      |   |          |  
|Net Cash (Used In) Investing Activities                            |  |      | (67,988  | )    |   | (104,636 | )
|                                                                   |  |      |          |      |   |          |  
|Cash Provided By (Used In) Financing Activities:                   |  |      |          |      |   |          |  
|Net Proceeds (Payments) on Short-Term Debt                         |  |      | (55,478  | )    |   | 48,362   |  
|Proceeds from Long-Term Debt                                       |  |      | 67,455   |      |   | 26,694   |  
|Long-Term Debt Repayment                                           |  |      | (27,900  | )    |   | (18,799  | )
|Issuance of Stock                                                  |  |      | 7,767    |      |   | 56,322   |  
|Payment of Unit Retains                                            |  |      | (10,333  | )    |   | (8,145   | )
|                                                                   |  |      |          |      |   |          |  
|Net Cash Provided By (Used In) Financing Activities                |  |      | (18,489  | )    |   | 104,434  |  
|                                                                   |  |      |          |      |   |          |  
|Increase (Decrease) In Cash and Cash Equivalents                   |  |      | 2,115    |      |   | (11,510  | )
|Cash and Cash Equivalents, Beginning of Year                       |  |      | 41       |      |   | 11,551   |  
|                                                                   |  |      |          |      |   |          |  
|Cash and Cash Equivalents, End of Year                             |  | $    | 2,156    |      | $ | 41       |  
|                                                                   |  |      |          |      |   |          |  

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



## 

AMERICAN CRYSTAL SUGAR COMPANY   NOTES TO THE FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization

The American Crystal Sugar Company (The "Company") is a Minnesota agricultural cooperative corporation which processes and markets sugar, sugarbeet pulp,
molasses and seed. Business done with its shareholders (members) constitutes "patronage business" as defined by the Internal Revenue Code, and the net proceeds therefrom are credited to members'
investments in the form of unit retains or distributed to members in the form of payments for sugarbeets. Members are paid the net amounts realized from the current year's production less member
operating costs determined in conformity with generally accepted accounting principles.

Cash and Cash Equivalents

The Company considers financial instruments purchased with a maturity of three months or less to be cash equivalents. The Company places its temporary cash
investments with high credit quality financial institutions. At times, such investments may be in excess of the applicable insurance limit.

Receivables

The Company grants credit, individually and through its marketing cooperatives, to its customers, which are primarily companies in the food processing industry
located throughout the United States. Ongoing credit evaluations of customers' financial condition are performed and the Company maintains a reserve for potential credit losses. The Company had a
major customer that accounted for approximately 15.7% and 15.8% of total receivables as of August 31, 1999 and 1998, respectively. In addition, the Company had another major customer that
accounted for approximately 12.9% of total receivables as of August 31, 1998.

Inventories

Sugar, pulp, molasses and other agri-products inventories are valued at estimated net realizable value. Maintenance parts and supplies and
sugarbeet seed inventories are valued at the lower of average cost or market. Sugarbeets are valued at the projected gross per-ton beet payment related to that year's crop.

Property, Equipment and Depreciation

Property and equipment are recorded at cost. Indirect costs and construction period interest are capitalized as a component of the cost of qualified assets.
Property and equipment are depreciated for financial reporting purposes principally using straight-line and declining-balance methods with estimated useful lives ranging from 3 to
45 years. Statutory lives and methods are used for income tax reporting purposes.

Indirect
costs capitalized were $1.0 million, $1.3 million and $1.1 million in 1999, 1998 and 1997, respectively. Construction period interest capitalized was
$1.2 million, $3.9 million and $2.6 million in 1999, 1998 and 1997, respectively.

Related Parties

The following organizations are considered related parties for financial reporting purposes: United Sugars Corporation (United), Midwest
Agri-Commodities Company (Midwest), Crystech, LLC (Crystech), and ProGold Limited Liability Company (ProGold).

Investments

Investments in the Banks for Cooperatives are stated at cost plus unredeemed patronage refunds received in the form of capital stock. Investments in marketing
cooperatives, ProGold and Crystech are accounted for using the equity method. The net interest capitalized related to the investment in ProGold totaled $1.1 million for the year ended
August 31, 1997. The net interest capitalized related to the investment in Crystech totaled $114,000 and $29,000 for the years ended August 31, 1999 and 1998, respectively.

Members' Investments

Preferred and Common StockThe ownership of common and preferred stock is restricted to a "farm operator" as defined by the bylaws of the Company.
Each "farm operator" may own only one share of common stock and is entitled to one vote in the affairs of the Company. Each "farm operator" is required to grow a specified number of acres of
sugarbeets in proportion to the shares of preferred stock owned. The preferred shares are non-voting. All transfers of stock must be approved by the Company's board of directors and any
shareholder desiring to sell stock must first offer it to the Company for repurchase at its par value. The Company has never exercised this repurchase option. The bylaws do not allow dividends to be
paid on either the common or preferred stock.

|                 |  | Par
Value |       | Shares
Authorized |         | Shares Issued
& Outstanding
|---------------- |  | --------- | ----- | ----------------- | ------- | ---------------------------
|Preferred Stock: |  |           |       |                   |         |                            
|August 31, 1999  |  | $         | 76.77 |                   | 600,000 |                            
|August 31, 1998  |  | $         | 76.77 |                   | 600,000 |                            
|August 31, 1997  |  | $         | 76.77 |                   | 600,000 |                            
|Common Stock:    |  |           |       |                   |         |                            
|August 31, 1999  |  | $         | 10.00 |                   | 4,000   |                            
|August 31, 1998  |  | $         | 10.00 |                   | 4,000   |                            
|August 31, 1997  |  | $         | 10.00 |                   | 4,000   |                            

Unit RetainsThe bylaws authorize the Company's board of directors to require additional direct capital investments by members in the form of a variable unit retain per ton of up to a
maximum of 10% of the weighted average gross per ton beet payment. The Company has a policy whereby the Company refunds, to the entity legally entitled thereto, the unit retains attributable to a
deceased or totally and permanently disabled former shareholder.

Accumulated
Other Comprehensive Income (Loss)During 1999, the Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting
Comprehensive Income", which establishes standards for the reporting and displaying of changes in equity from non-owner sources in the financial statements. Accumulated Other Comprehensive
Income (Loss) represents the cumulative net increase (decrease) in equity related to the recording of the minimum pension liability adjustment. Consistent with the Company's treatment of income taxes
related to member source income and expenses, accumulated other comprehensive income (loss) does not include any adjustment for income taxes.

Retained
Earnings (Deficit)Retained earnings represent the cumulative net income/(loss) resulting from non-member business and the difference between member
income as determined for financial reporting purposes and federal income tax reporting purposes from the years prior to 1996.

Stock Offering

On July 23, 1997, the Board of Directors authorized an offer of up to 61,500 shares of preferred stock, $76.77 par value and up to 500 shares of common
stock, $10.00 par value for sale at $1,500.00 per share and $10.00 per share, respectively, to sugarbeet farm operators in the territory in which the Company is engaged in business. The filings with
the Securities and Exchange Commission and the North Dakota Securities Commission became effective in November, 1997. The Company sold all of the 61,500 shares of preferred stock offered. The shares
of preferred stock offered equal approximately 13.7% of preferred shares outstanding on July 25, 1997. The Company received $7.8 million and $56.3 million from the sale of stock
during the years ended August 31, 1999 and 1998, respectively, with the remaining $28.3 million to be received in installment amounts through 2004.

Interest Expense, Net

The Company earns patronage dividends from the Banks for Cooperatives based on the Company's share of the net income earned by the banks. These patronage
dividends are applied against interest expense.

Income Taxes

The Company is a non-exempt cooperative for federal income tax purposes. As such, the Company is subject to corporate income taxes on its net
income from non-member sources. The provision for income taxes relates to the results of operations from non-member business, state income taxes and certain other permanent
differences between financial and income tax reporting. Total income tax payments (refunds) were $(380,000), $106,000 and $(4,000), in the years ended August 31, 1999, 1998 and 1997,
respectively.

As
of August 31, 1999, the Company had accumulated approximately $20.0 million of net operating loss carryforwards. The net operating loss carryforwards expire in the
years 2012 through 2019. The Company has provided a valuation allowance for the entire balance of the deferred tax asset related to the loss carryforwards.

Accounting Estimates

The preparation of the financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 1998 and 1997 financial statements to conform with the 1999 presentation. Most significantly, payments to
members for hauling allowance of $7.2 million and $6.9 million for 1998 and 1997, respectively, have been reclassified fromCost of Product
SoldtoPayments to Members for Sugarbeets.

(2) INVENTORIES:

The
major components of inventories are as follows:

|(In Thousands)                                                   |  | 1999 |         | 1998
|---------------------------------------------------------------- |  | ---- | ------- | ----
|Refined Sugar, Pulp, Molasses, other Agri-Products
and Beet Seed |  | $    | 88,466  |     
|Sugarbeets                                                       |  |      | 3,817   |     
|Maintenance Parts and Supplies                                   |  |      | 19,675  |     
|                                                                 |  |      |         |     
|Total Inventories                                                |  | $    | 111,958 |     
|                                                                 |  |      |         |     

(3) INVESTMENTS IN MARKETING COOPERATIVES:

The Company has a 62% ownership interest and a 25% voting interest in United. The investment is accounted for using the equity method. All sugar products
produced are sold by United as an agent for the Company. The amount of sales and related costs to be recognized by each owner of United is allocated based on its pro rata share of sugar production for
the year. The owners provide United with cash advances on an ongoing basis for operating and marketing expenses incurred by United. The Company had outstanding advances to United of
$22.6 million and $19.2 million as of August 31, 1999 and 1998, respectively. The Company provides administrative services for United and is reimbursed for costs incurred. The
Company was reimbursed $.9 million, $1.1 million and $.7 million for services provided during 1999, 1998 and 1997, respectively.

The
Company has a 331/3% ownership and voting interest in Midwest. The investment is accounted for using the equity method. All sugarbeet pulp, molasses and other
agri-products produced are sold by Midwest as an agent for the Company. The amount of sales and related costs to be recognized by each owner of Midwest is allocated based on its pro rata
share of production for each product for the year. The owners provide Midwest with cash advances on an ongoing basis for operating and marketing expenses incurred by Midwest. The Company had
outstanding advances to (from) Midwest of $(2.6) million and $5.0 million as of August 31, 1999 and 1998, respectively. The owners of Midwest are guarantors of the short-term
line of credit Midwest has with CoBank, Agricultural Credit Bank (ACB). As of August 31, 1999, Midwest had outstanding short-term debt with CoBank, ACB of $2.5 million, of
which $1.8 million was guaranteed by the Company.

(4) PROGOLD LIMITED LIABILITY COMPANY:

The Company has a 46% ownership interest in ProGold. On November 1, 1997, ProGold signed an agreement to lease substantially all of its assets to
Cargill, Incorporated. Under the terms of this

operating lease, Cargill, Incorporated manages all aspects of the operations of the ProGold corn wet-milling plant. Following is summary financial information for ProGold:

|(In Thousands)                        |  | 1999 |         | 1998 |  
|------------------------------------- |  | ---- | ------- | ---- | -
|Current Assets                        |  | $    | 3,578   |      | $
|Long-Term Assets                      |  |      | 220,332 |      |  
|                                      |  |      |         |      |  
|Total Assets                          |  | $    | 223,910 |      | $
|                                      |  |      |         |      |  
|Current Liabilities                   |  | $    | 10,828  |      | $
|Long-Term Liabilities                 |  |      | 143,618 |      |  
|                                      |  |      |         |      |  
|Total Liabilities                     |  |      | 154,446 |      |  
|Members' Equity                       |  |      | 69,464  |      |  
|                                      |  |      |         |      |  
|Total Liabilities and Members' Equity |  | $    | 223,910 |      | $
|                                      |  |      |         |      |  
|Rental Revenue on Operating Lease     |  | $    | 27,988  |      | $
|Expenses from Continuing Operations   |  |      | 26,473  |      |  
|                                      |  |      |         |      |  
|Income from Continuing Operations     |  |      | 1,515   |      |  
|Loss from Discontinued Operations     |  |      |        |      |  
|                                      |  |      |         |      |  
|Net Income / (Loss)                   |  | $    | 1,515   |      | $
|                                      |  |      |         |      |  

(5) CRYSTECH, LLC:

On May 28, 1998, the Company entered into an agreement with Newcourt Capital U.S.A., Inc. to form a joint venture (special purpose)
entity, Crystech. Crystech was formed to acquire, construct, finance, operate and maintain a molasses desugarization facility at the Company's Hillsboro, North Dakota sugar factory together with
certain sugar processing equipment located at the Hillsboro, North Dakota and Moorhead, Minnesota sugar factories. The Company acquired an initial 50% ownership interest in
Crystech through a $1.5 million cash contribution. The Company accounts for its investment in the joint venture using the equity method. Crystech is currently a development stage company.

As
of August 31, 1999 and 1998, respectively, the Company had outstanding notes receivable from Crystech totaling $11.9 million and $3.7 million. The notes are
subordinate to long-term debt of Crystech totaling $73.5 million and $23.0 million as of August 31, 1999 and 1998, respectively. The notes bear interest at rates of
6.41% to 7.62%. Interest income related to these notes totaled $677,000 and $70,000 during 1999 and 1998, respectively. The Company has agreed to provide $13.9 million of subordinated debt to
Crystech. Repayments are to be made in 28 quarterly installments following provisional acceptance but beginning no later than October 31, 2000. The Company also had an outstanding receivable of
$2.0 million and $1.4 million as of August 31, 1999 and 1998, respectively, relating to capital expenditures paid on behalf of Crystech.

The
Company has a 12-year tolling services agreement with Crystech whereby upon completion of construction, the Company pays for tolling services for processing sugarbeet
molasses delivered to Crystech with title and risk of loss throughout the process maintained by the Company. The tolling

agreement may be terminated by the Company if the specified plant performance is not achieved. Following is summary financial information for Crystech:

|(In Thousands)                        |  | 1999 |        | 1998
|------------------------------------- |  | ---- | ------ | ----
|Current Assets                        |  | $    | 5,980  |     
|Long-Term Assets                      |  |      | 88,413 |     
|                                      |  |      |        |     
|Total Assets                          |  | $    | 94,393 |     
|                                      |  |      |        |     
|Current Liabilities                   |  | $    | 9,488  |     
|Long-Term Liabilities                 |  |      | 81,815 |     
|                                      |  |      |        |     
|Total Liabilities                     |  |      | 91,303 |     
|Members' Equity                       |  |      | 3,090  |     
|                                      |  |      |        |     
|Total Liabilities and Members' Equity |  | $    | 94,393 |     
|                                      |  |      |        |     

(6) LONG-TERM AND SHORT-TERM DEBT:

The long-term debt outstanding as of August 31, 1999 and 1998, is summarized below:

|(In Thousands)                                                                                                                                                            |  | 1999 |         | 1998 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | -
|Term Loans from Banks for Cooperatives, Due in Varying Amounts through 2008, Interest at 5.54% to 8.58%, with Senior Lien on Substantially all Non-Current Assets.        |  | $    | 155,300 |      | $
|Term Loans from Insurance Companies, Due in Varying Amounts From 2018 through 2028, Interest at 7.32% to 7.42%, with Senior Lien on Substantially all Non-Current Assets. |  |      | 50,000  |      |  
|Term Loans from US Bank, Minneapolis, Due in Equal Amounts through 2002, Interest at 8.25%, unsecured.                                                                    |  |      | 4,000   |      |  
|Term Loan from the Bank of North Dakota, Due in Equal Amounts through 2009, Interest at 6.34%, unsecured.                                                                 |  |      | 8,000   |      |  
|Pollution Control and Industrial Development Revenue Bonds, Due in Varying Amounts through 2018, Interest at 3.67% to 8.00%, substantially secured by letters of credit.  |  |      | 34,750  |      |  
|                                                                                                                                                                          |  |      |         |      |  
|Total Long-Term Debt                                                                                                                                                      |  |      | 252,050 |      |  
|Less Current Maturities                                                                                                                                                   |  |      | (18,915 | )    |  
|                                                                                                                                                                          |  |      |         |      |  
|Long-Term Debt, Net of Current Maturities                                                                                                                                 |  | $    | 233,135 |      | $
|                                                                                                                                                                          |  |      |         |      |  

Aggregate
maturities of long-term debt are as follows:

|(In Thousands) |  |  
|-------------- |  | -
|2000           |  | $
|2001           |  |  
|2002           |  |  
|2003           |  |  
|2004           |  |  
|Thereafter     |  |  
|               |  |  
|Total          |  | $
|               |  |  

As of August 31, 1999, the unused portion of the term loan line of credit with the Banks for Cooperatives was $45.9 million.

During
the year ended August 31, 1999, the Company borrowed from the Banks for Cooperatives and issued commercial paper to meet its short-term borrowing
requirements. The Company had no outstanding seasonal loans with the Banks for Cooperatives as of August 31, 1999. As of August 31, 1998, $47.0 million of seasonal loans were
outstanding with the Banks for Cooperatives. The Company had outstanding short-term commercial paper debt of $60.8 million and $69.3 million as of August 31, 1999 and
1998, respectively.

During
the year ended August 31, 1999, the Company had available short-term lines of credit totaling $290.0 million.

Maximum
borrowings, average borrowing levels and average interest rates for short-term debt for the years ended August 31, 1999 and 1998, follow:

|(In Thousands, Except Interest Rates) |  | 1999 |         | 1998 |  
|------------------------------------- |  | ---- | ------- | ---- | -
|Maximum Borrowings                    |  | $    | 255,000 |      | $
|Average Borrowing Levels              |  | $    | 161,454 |      | $
|Average Interest Rates                |  |      | 5.61    | %    |  

The
terms of the loan agreements contain certain covenants related to, among other matters, the: level of working capital; ratio of term liabilities to members' investment; current
ratio; level of term debt to
net funds generated; and investment in Banks for Cooperatives stock in amounts prescribed by the banks. Substantially all non-current assets are pledged to the senior lenders to provide
security to support the Company's seasonal and long-term financing. As of August 31, 1999, the Company was in compliance with the terms of the loan agreements.

Interest
paid was $23.9 million, $19.7 million and $21.6 million for the years ended August 31, 1999, 1998 and 1997, respectively.

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS:

The fair value of financial instruments is generally defined as the amount at which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced liquidation sale. 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.

Notes ReceivableCrystech, LLCBased on current interest rates with similar maturities, the fair value of the
notes receivable approximates the carrying value.

Long-term debtBased upon current borrowing rates with similar maturities, the fair value of the
long-term debt approximates the carrying value.

Investments in Banks for Cooperatives, Investments in Marketing Cooperatives, Investments in ProGold Limited Liability Company and Investments in Crystech,
LLC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.

(8) EMPLOYEE BENEFIT PLANS:

During 1999, the Company adopted Statement of Financial Accounting Standards No. 132 (SFAS 132), "Employers' Disclosures about Pensions and Other
Post-Retirement Benefits". SFAS 132 revises employers' disclosures related to pension and other post-retirement plans by requiring, among other things, standardization
of disclosures among such plans as well as additional information on the changes in benefit obligations and fair values of plan assets. SFAS 132 had no effect on the Company's financial
position or results of operations as it did not change the measurement or recognition criteria for such plans.

Company-Sponsored
Defined Benefit Pension and Other Post-Retirement Benefit Plans

Substantially
all employees who meet eligibility requirements of age and length of service are covered by a Company-sponsored retirement plan. As of August 31, 1999, the
pension plans were funded as required by the funding standards set forth by the Employee Retirement Income Security Act (ERISA). The Company also has a non-qualified supplemental executive
retirement plan for certain employees.

The
Company has a medical plan and a Medicare supplement plan which are available to substantially all the Company retirees. The costs of these plans are shared by the Company and
plan participants.

The
following schedules provide the components of the Net Periodic Pension and Post-Retirement Costs as of August 31, 1999, 1998 and 1997:

|Components of Net Periodic Pension Cost (In Thousands) |  | 1999 |        | 1998 |   | 1997   |  
|------------------------------------------------------ |  | ---- | ------ | ---- | - | ------ | -
|Service Cost                                           |  | $    | 1,816  |      | $ | 1,663  |  
|Interest Cost                                          |  |      | 4,341  |      |   | 4,349  |  
|Expected Return on Plan Assets                         |  |      | (4,923 | )    |   | (4,353 | )
|Multiple Employer Adjustment                           |  |      | (1     | )    |   | (38    | )
|Amortization of Net Transition Assets                  |  |      | (296   | )    |   | (296   | )
|Amortization of Prior Service Costs                    |  |      | 1,090  |      |   | 424    |  
|Amortization of Net (Gain) Loss                        |  |      | (6     | )    |   | 161    |  
|                                                       |  |      |        |      |   |        |  
|Net Periodic Pension Cost                              |  | $    | 2,021  |      | $ | 1,910  |  
|                                                       |  |      |        |      |   |        |  

|Components of Net Periodic Post-Retirement Cost (In Thousands) |  | 1999 |       | 1998 |   | 1997  | 
|-------------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- | 
|Service Cost                                                   |  | $    | 619   |      | $ | 694   | 
|Interest Cost                                                  |  |      | 900   |      |   | 1,090 | 
|Amortization of Prior Service Costs                            |  |      | 2     |      |   | 2     | 
|Amortization of Net (Gain) Loss                                |  |      | (100  | )    |   |      | 
|                                                               |  |      |       |      |   |       | 
|Net Periodic Post-Retirement Cost                              |  | $    | 1,421 |      | $ | 1,786 | 
|                                                               |  |      |       |      |   |       | 

For
measurement purposes, a 7.5% annual rate of increase in the per capita cost of covered healthcare benefits was assumed for 1999. The rate is assumed to decline to 5.5% over the
next three years.

Assumed
healthcare trends can have a significant effect on the amounts reported for healthcare plans. A 1% change in the assumed healthcare trend rates would have the following
effects:

|(In Thousands)                                                                                     |  | 1% Increase |       | 1% Decrease |  
|-------------------------------------------------------------------------------------------------- |  | ----------- | ----- | ----------- | -
|Effect on total service and interest cost components of net periodic post-retirement benefit costs |  | $           | 294   |             | $
|Effect on the accumulated post-retirement benefit obligation                                       |  | $           | 1,851 |             | $



The
following schedules set forth a reconciliation of the changes in the plans' benefit obligation and fair value of assets for the years ending August 31, 1999 and 1998 and a
statement of the funded status and amounts recognized in the Balance Sheet as of August 31, 1999 and 1998:

|                                                              |  | Pension |         | Post-Retirement |  
|------------------------------------------------------------- |  | ------- | ------- | --------------- | -
|
|
|Change in Benefit Obligation                                  |  |         |         |                 |  
|Obligation at the Beginning of the Year                       |  | $       | 63,493  |                 | $
|Service Cost                                                  |  |         | 1,816   |                 |  
|Interest Cost                                                 |  |         | 4,341   |                 |  
|Plan Participant Contributions                                |  |         |        |                 |  
|Amendments                                                    |  |         |        |                 |  
|Actuarial (Gain)/Loss                                         |  |         | (1,277  | )               |  
|Benefits Paid by Employer                                     |  |         | (3,016  | )               |  
|Other                                                         |  |         |        |                 |  
|                                                              |  |         |         |                 |  
|Obligation at the End of the Year                             |  | $       | 65,357  |                 | $
|                                                              |  |         |         |                 |  
|Change in Plan Assets                                         |  |         |         |                 |  
|Fair Value at the Beginning of the Year                       |  | $       | 55,950  |                 | $
|Actual Return on Plan Assets                                  |  |         | 1,927   |                 |  
|Plan Participant Contributions                                |  |         |        |                 |  
|Employer Contributions                                        |  |         | 369     |                 |  
|Benefits Paid                                                 |  |         | (3,016  | )               |  
|Other                                                         |  |         |        |                 |  
|                                                              |  |         |         |                 |  
|Fair Value at the End of the Year                             |  | $       | 55,230  |                 | $
|                                                              |  |         |         |                 |  
|Funded Status                                                 |  |         |         |                 |  
|Funded Status as of August 31,                                |  | $       | (10,127 | )               | $
|Unrecognized Net Transition Asset                             |  |         | (1,161  | )               |  
|Unrecognized Actuarial Loss                                   |  |         | 6,255   |                 |  
|Unrecognized Prior Service Cost                               |  |         | 3,627   |                 |  
|                                                              |  |         |         |                 |  
|Net Amount Recognized                                         |  | $       | (1,406  | )               | $
|                                                              |  |         |         |                 |  
|Amounts Recognized in the Balance Sheet                       |  |         |         |                 |  
|Prepaid Pension Cost                                          |  | $       | 519     |                 | $
|Accrued Benefit Liability                                     |  |         | (8,269  | )               |  
|Intangible Asset                                              |  |         | 2,256   |                 |  
|Accumulated Other Comprehensive Income                        |  |         | 4,088   |                 |  
|                                                              |  |         |         |                 |  
|Net Amount Recognized                                         |  | $       | (1,406  | )               | $
|                                                              |  |         |         |                 |  
|Change in Additional Minimum Liability (for the current year) |  |         |         |                 |  
|
|Other Comprehensive Loss                                      |  | $       | 1,829   |                 |  
|Intangible Asset Increase                                     |  | $       | 117     |                 |  
|Accrued Pension Liability Increase                            |  | $       | 1,946   |                 |  

The assumptions used in the measurement of the Company's benefit obligations are shown below:

|                                                    |  | Pension |  | Post-Retirement
|--------------------------------------------------- |  | ------- |  | ---------------
|
|Weighted Average Assumptions as of August 31,       |  |         |  |                
|Discount Rate                                       |  | 7.5%    |  | 7.0%           
|Expected Return on Plan Assets                      |  | 9.0%    |  | 9.0%           
|Rate of Compensation Increase
(Non-Union Plan Only) |  | 5.0%    |  | 5.0%           

Long-Term Incentive Plan

The Long-Term Incentive Plan provides deferred compensation to certain key executives of the Company. The plan creates financial incentives that
are based upon contract rights which are available to the executive under the terms of the plan, the value of which is related to the value of preferred shares of the Company. As of August 31,
1999, there were 562 rights issued of which 234 rights were 100% vested and 328 rights were 50% vested.

Defined Contribution Plans

The Company also has qualified 401(k) plans for all eligible employees. The plans provide for immediate vesting of benefits. Participants contribute a
percentage of their gross earnings each pay period as provided in the participation agreement. The Company matches the non-union and union year-round participants' contribution
up to 4% and 2% respectively, of their gross earnings. The Company's contributions to these plans totaled $1.4 million, $1.4 million, and $1.1 million for the years ended
August 31, 1999, 1998 and 1997, respectively.

(9) ENVIRONMENTAL MATTERS:

The Company is subject to extensive federal and state environmental laws and regulations with respect to water pollution, discharge permits, air pollution,
noise pollution and solid waste disposal. The Company conducts an ongoing pollution control program designed to meet these environmental laws and regulations. In June 1998, a dike failure
occurred near the East Grand Forks, Minnesota factory. The Minnesota Pollution Control Agency (MPCA) has commenced enforcement action for this alleged violation. The Company and the MPCA are currently
seeking a settlement to this matter. Management
believes the outcome of the enforcement action should not have a material adverse effect on the Company's financial condition.

(10) COMMITMENTS AND CONTINGENCIES:

The Company had outstanding letters of credit totaling $34.3 million as of August 31, 1999.

The
Company is subject to various lawsuits and claims that arise in the ordinary course of its business. Management believes the disposition of all such proceedings, individually or
in the aggregate, should not have a material adverse effect on the Company's financial condition.

The
Company has outstanding commitments totaling $6.6 million as of August 31, 1999, for consulting services, equipment and construction contracts related to various
capital projects.



## 

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED AUGUST 31, 1999

|Item No. |  |                                                                                                                              |  | Method of Filing                                                                                                                                             
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  | Restated Articles of Incorporation of American Crystal Sugar Company                                                         |  | Incorporated by reference to Exhibit 3(i) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.   
|3.2      |  | Restated By-laws of American Crystal Sugar Company                                                                           |  | Incorporated by reference to Exhibit 3(ii) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. 
|4.1      |  | Restated Articles of Incorporation of American Crystal Sugar Company                                                         |  | See Exhibit 3.1                                                                                                                                              
|4.2      |  | Restated By-laws of American Crystal Sugar Company                                                                           |  | See Exhibit 3.2                                                                                                                                              
|10.1     |  | Growers' Contract (5-year Agreement)                                                                                         |  | Incorporated by reference to Exhibit 10(f) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. 
|10.2     |  | Growers' Contract (Annual Contract)                                                                                          |  | Incorporated by reference to Exhibit 10(g) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.3     |  | Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993                         |  | Incorporated by reference to Exhibit 10(l) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.4     |  | Uniform Member Marketing Agreement, Pool Basis between Registrant and Midwest Agri-Commodities Company, dated April 14, 1992 |  | Incorporated by reference to Exhibit 10(m) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.5     |  | Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency                                     |  | Incorporated by reference to Exhibit 10(n) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.6     |  | Loan Agreement between Registrant and St. Paul Bank for Cooperatives, dated December 20, 1993                                |  | Incorporated by reference to Exhibit 10(p) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.7     |  | Amended and Restated Loan Agreement between Registrant and First Bank National Association, dated November 22, 1993          |  | Incorporated by reference to Exhibit 10(q) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.8     |  | Pension Contract and Amendments                                                                                              |  | Incorporated by reference to Exhibit 10(r) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.9     |  | Form of Operating Agreement between Registrant and ProGold Limited Liability Company                                         |  | Incorporated by reference to Exhibit 10(u) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.10    |  | Form of Member Control Agreement between Registrant and ProGold Limited Liability Company                                    |  | Incorporated by reference to Exhibit 10(v) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.11    |  | Administrative Services Agreement between Registrant and ProGold Limited Liability Company                                   |  | Incorporated by reference to Exhibit 10(w) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.12    |  | Uniform Member Marketing Agreement                                                                                           |  | Incorporated by reference to Exhibit 10(x) from the Company's Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.  
|10.13   |  | Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995                                |  | Incorporated by reference to Exhibit 10(y) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. 
|10.14   |  | Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995             |  | Incorporated by reference to Exhibit 10(z) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996. 
|10.15   |  | Gas Sales Contract between Registrant and Coastal Gas Marketing Company, dated as of March 20, 1996                          |  | Incorporated by reference to Exhibit 10(aa) from the Company's Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.
|10.16   |  | Trademark License Agreement between Registrant and The Pillsbury Company, dated as of April 9, 1997                          |  | Incorporated by reference to Exhibit 10(dd) from the Company's Registration Statement on Form S-1 (File No. 333-32251), declared effective October 24, 1997. 
|10.17    |  | Pledge Agreement between Registrant and First Union Trust Company, NA                                                        |  | Incorporated by reference to Exhibit 10(ee) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                                
|10.18    |  | Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust            |  | Incorporated by reference to Exhibit 10(ff) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                                
|10.19    |  | Tolling Services Agreement between Crystech, LLC and Registrant                                                              |  | Incorporated by reference to Exhibit 10(gg) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                                
|10.20    |  | Operations and Maintenance Agreement between Crystech, LLC and Registrant                                                    |  | Incorporated by reference to Exhibit 10(hh) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                                
|10.21   |  | Limited Liability Company Agreement of Crystech, LLC                                                                         |  | Incorporated by reference to Exhibit 10(ii) from the Company's Annual Report on Form 10-K for the year ended August 31, 1998.                                
|10.22    |  | Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC              |  | Filed herewith electronically                                                                                                                                
|10.23    |  | Uniform Member Beet Sugar Marketing Agreement                                                                                |  | Filed herewith electronically                                                                                                                                
|10.24    |  | Registrant's Senior Note Purchase Agreement                                                                                  |  | Filed herewith electronically                                                                                                                                
|10.25    |  | Registrant's Senior Note Intercreditor and Collateral Agency Agreement                                                       |  | Filed herewith electronically                                                                                                                                
|10.26    |  | Registrant's Senior Note Restated Mortgage and Security Agreement                                                            |  | Filed herewith electronically                                                                                                                                
|10.27    |  | Term and Seasonal Loan Agreements between the Registrant and St. Paul Bank for Cooperatives dated March 5, 1999              |  | Filed herewith electronically                                                                                                                                
|10.28    |  | Employment Agreement between the Registrant and James J. Horvath                                                             |  | Filed herewith electronically                                                                                                                                
|21.1     |  | List of Subsidiaries of the Registrant                                                                                       |  | Filed herewith electronically                                                                                                                                
|23.1     |  | Consent of Eide Bailley LLP                                                                                                  |  | Filed herewith electronically                                                                                                                                
|27       |  | Financial Data Schedule                                                                                                      |  | Filed herewith electronically                                                                                                                                
|         |  |                                                                                                                              |  |                                                                                                                                                              

---

## QuickLinks

PART I

PART II

PART III

PART IV

SIGNATURES

APPENDIX AINDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT AUDITORS

AMERICAN CRYSTAL SUGAR COMPANY STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31 (IN THOUSANDS)AMERICAN CRYSTAL SUGAR COMPANY BALANCE SHEETS AUGUST 31 (In Thousands) AssetsAMERICAN CRYSTAL SUGAR COMPANY BALANCE SHEETS AUGUST 31 (In Thousands) Liabilities and Members' Investments

AMERICAN CRYSTAL SUGAR COMPANY NOTES TO THE FINANCIAL STATEMENTS

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED AUGUST 31, 1999