UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the period ended May 31, 2003

Commission file number: 33-83868

AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of registrant as specified in its charter)

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


101 North Third Street Moorhead, Minnesota 56560
(Address of principal executive offices)

Telephone Number (218) 236-4400
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES ý

NO o

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

Class of Common Stock		Outstanding at July 8, 2003
$10 Par Value		2,995

AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

PART I		FINANCIAL INFORMATION

	ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

		CONSOLIDATED BALANCE SHEETS

		CONSOLIDATED STATEMENTS OF OPERATIONS

		CONSOLIDATED STATEMENTS OF CASH FLOWS

		NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

PART II		OTHER INFORMATION

	ITEM 1.	LEGAL PROCEEDINGS
	ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5.	OTHER INFORMATION
	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

CERTIFICATIONS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

ASSETS

	May 31						August 31,
	2003			2002			2002*
Current Assets:
Cash and Cash Equivalents	$	998		$	21		$	22
Accounts Receivable:
Trade	51,025			60,315			60,812
Members	4,209			3,716			3,987
Other	5,952			839			1,465
Advances to Related Parties	15,450			15,786			11,336
Inventories	286,488			268,692			115,656
Prepaid Expenses	5,056			3,637			5,732

Total Current Assets	369,178			353,006			199,010

Property and Equipment:
Land	37,653			32,940			33,806
Buildings	88,652			85,348			86,647
Equipment	780,446			756,868			759,972
Construction-in-Progress	9,577			4,593			5,154
Less: Accumulated Depreciation	(584,482		)	(546,926		)	(546,960		)

Net Property and Equipment	331,846			332,823			338,619

Net Property and Equipment Held for Lease	173,004			—			—

Other Assets:
Investments in Marketing Cooperatives	2,966			2,294			2,064
Investments in ProGold Limited Liability Company	—			37,334			38,051
Investments in Crystech, LLC	1,269			1,416			1,403
Notes Receivable - Crystech, LLC	13,905			13,905			13,905
Other Assets	72,324			30,893			29,641

Total Other Assets	90,464			85,842			85,064

Total Assets	$	964,492		$	771,671		$	622,693

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

* Derived from Audited Financial Statements.

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

LIABILITIES AND MEMBERS’ INVESTMENTS

	May 31						August 31,
	2003			2002			2002*
Current Liabilities:
Short-Term Debt	$	157,242		$	136,787		$	7,000
Current Maturities of Long-Term Debt	20,917			19,045			18,045
Accounts Payable	10,929			5,970			18,163
Advances Due to Related Parties	7,191			5,762			3,092
Accrued Continuing Costs (see note 3)	70,073			79,529			—
Other Current Liabilities	19,522			17,208			15,182
Amounts Due Growers	52,141			49,947			79,246

Total Current Liabilities	338,015			314,248			140,728

Long-Term Debt, Net of Current Maturities	282,240			182,372			182,371
Other Liabilities	41,475			30,058			30,927

Total Liabilities	661,730			526,678			354,026

Minority Interest in ProGold Limited Liability Company	42,962			—			—

Members’ Investments:
Preferred Stock	38,275			38,275			38,275
Common Stock	30			30			30
Additional Paid-in Capital	148,237			143,055			143,069
Unit Retains	108,010			100,145			124,101
Equity Retention	2,721			1,557			2,733
Accumulated Other Comprehensive Income/(Loss)	(1,317		)	(436		)	(1,317		)
Retained Earnings/(Deficit)	(36,156		)	(37,633		)	(38,224		)

Total Members’ Investments	259,800			244,993			268,667

Total Liabilities and Members’ Investments	$	964,492		$	771,671		$	622,693

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

* Derived from Audited Financial Statements.

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands)

	For the Nine Months Ended May 31						For the Three Months Ended May 31
	2003			2002			2003			2002

Net Revenue	$	614,796		$	554,841		$	221,738		$	208,377
Cost of Product Sold	81,855			11,222			62,360			74,272

Gross Proceeds	532,941			543,619			159,378			134,105

Selling, General & Administrative Expenses	119,920			112,168			39,944			35,863
Accrued Continuing Costs (see note 3)	70,073			79,529			6,359			2,988

Operating Proceeds	342,948			351,922			113,075			95,254

Other Income/(Expense)
Interest Income	1,128			1,418			338			399
Interest Expense	(11,440		)	(11,214		)	(3,856		)	(3,129		)
Other, Net	2,210			2,437			731			1,549
Other (Expense)	(8,102		)	(7,359		)	(2,787		)	(1,181		)

Proceeds before Income Taxes	334,846			344,563			110,288			94,073
Minority Interest Share of Proceeds	(335		)	—			(335		)	—
Income Tax Expense	(8		)	(13		)	(14		)	(8		)
Net Proceeds Resulting from Member and Non-Member Business	$	334,503		$	344,550		$	109,939		$	94,065

Distribution of Net Proceeds:
Credited/(Charged) to Members’ Investments:
Non-Member Business Income/(Loss)	$	2,068		$	(142	)	$	144		$	669
Unit Retains Declared to Members	—			—			—			—
Equity Retention Declared to Members	—			—			—			—
Net Credit(Charge) to Members’ Investments	2,068			(142		)	144			669
Payments to/due Members for Sugarbeets, Net of Unit Retains Declared	332,435			322,172			109,795			81,546
Payment to/due Members for PIK Certificates, Net of Equity Retention Declared	—			22,520			—			11,850

Total	$	334,503		$	344,550		$	109,939		$	94,065

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

American Crystal Sugar Company

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in Thousands)

	For the Nine Months Ended May 31
	2003			2002
Cash Provided By (Used In) Operations:
Net Proceeds Resulting from Member and Non-Member Business	$	334,503		$	344,550
Payments To/Due Members for Sugarbeets, Net of Unit Retains Declared	(332,435		)	(322,172		)
Payments To/Due Members for PIK Certificates, Net of Equity Retention Declared	—			(22,520		)
Add (Deduct) Non-Cash Items:
Depreciation and Amortization	42,596			38,661
(Income) from Equity Method Investees	(1,942		)	(2,397		)
Loss on the Disposition of Property and Equipment	312			208
Non-Cash Portion of Patronage Dividend from CoBank, ACB	(276		)	(437		)
Deferred Gain Recognition	(148		)	(148		)
Minority Interest in ProGold Limited Liability Company	335			—
Changes in Assets and Liabilities:
Receivables	7,137			7,315
Inventories	(169,925		)	(164,423		)
Prepaid Expenses	773			(879		)
Long-Term Prepaid Pension Expense	(12,175		)	(4,925		)
Advances To/Due to Related Parties	(14		)	1,332
Accounts Payable	(7,232		)	(13,805		)
Accrued Continuing Costs	70,073			79,529
Other Liabilities	7,062			2,038
Amounts Due Growers	(27,105		)	(32,819		)
Net Cash (Used In) Operations	(88,461		)	(90,892		)

Cash Provided By (Used In) Investing Activities:
Purchases of Property and Equipment	(17,201		)	(8,228		)
Purchases of Assets Held for Lease	(215		)	—
Acquisition from Imperial Sugar Company	(35,185		)	—
Proceeds from the Sale of Property and Equipment	130			177
Equity Refund from CoBank, ACB	1,749			341
Investments in Marketing Cooperatives	(666		)	—
Acquisition of Equity Interest in ProGold Limited Liability Company, Net of Cash Acquired	(9,766		)	—
Changes in Other Assets	43			(509		)
Net Cash (Used In) Investing Activities	(61,111		)	(8,219		)

Cash Provided By (Used In) Financing Activities:
Proceeds from (Payments) on Short-Term Debt, Net	150,242			122,824
Proceeds from Issuance of Long-Term Debt	31,000			—
Long-Term Debt Repayment	(19,759		)	(19,069		)
Proceeds from Issuance of Stock	5,168			5,813
Payment of Unit Retains & Equity Retention	(16,103		)	(16,338		)
Net Cash Provided by Financing Activities	150,548			93,230

Increase (Decrease) In Cash and Cash Equivalents	976			(5,881		)
Cash and Cash Equivalents, Beginning of Year	22			5,902

Cash and Cash Equivalents, End of Period	$	998		$	21

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

AMERICAN CRYSTAL SUGAR COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS AND THREE MONTHS ENDED MAY 31, 2003 AND 2002

Note 1: Basis of Presentation

The unaudited consolidated financial statements of American Crystal Sugar Company (the Company) contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles. However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

The Company’s unaudited consolidated financial statements are comprised of American Crystal Sugar Company, its wholly-owned subsidiary, Sidney Sugars Incorporated (SSI) and ProGold Limited Liability Company (ProGold), a limited liability company in which the company holds a 51 percent ownership interest. On October 7, 2002, SSI, which was formed on September 17, 2002 under the laws of the state of Minnesota, acquired certain assets from Holly Sugar Corporation, a wholly-owned subsidiary of Imperial Sugar Company (Imperial). On April 24, 2003, the Company acquired an additional five percent ownership interest in ProGold, effective May 1, 2003, resulting in an increase in the Company’s ownership in ProGold to 51 percent. Due to the Company’s resulting controlling ownership interest in ProGold, effective May 1, 2003, the Company began to include ProGold in its consolidated financial statements. The consolidated financial statements for prior periods have not been restated and therefore do not include consolidated data pertaining to ProGold prior to May 1, 2003. All material inter-company transactions have been eliminated.

The operating results for the nine month and three month periods ended May 31, 2003 are not necessarily indicative of the results that may be expected for the year ended August 31, 2003.

The amount paid to shareholders for sugarbeets (member beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs to be incurred during the remainder of the fiscal year associated with the 2002 Red River Valley sugarbeet crop (RRV crop). The amount paid to non-member growers for sugarbeets (non-member beet payment) depends on the future selling prices of sugar and the related selling expenses associated with the 2002 Sidney sugarbeet crop (Sidney crop). For the purposes of this report, the amount of the beet payments, future revenues and costs have been estimated. Therefore, adjustments with respect to these estimates may be necessary in the future, as additional information becomes available.

These financial statements should be read in conjunction with the financial statements and notes included in the Company’s annual report for the year ended August 31, 2002.

Certain reclassifications have been made to the May 31, 2002 financial statements to conform with the May 31, 2003 presentation.

Note 2: Inventories

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

	5/31/03		5/31/02		8/31/02
Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar Beet Seed	$	268,283	$	250,673	$	97,693
Unprocessed Sugarbeets	—		—		—
Maintenance Parts & Supplies	18,205		18,019		17,963

Total Inventories	$	286,488	$	268,692	$	115,656

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

Note 3: Accrued Continuing Costs

For interim reporting, the Net Proceeds from Member Business is based on (i) the forecasted member gross beet payment and the percentage of the tons of RRV crop processed to the total estimated tons of the RRV crop to process for a given crop year and (ii) on the forecasted gross PIK payment and the percentage of the hundredweight of sugar received to the total hundredweight of sugar to be received. The Net Proceeds from the operations of SSI is based on the forecasted net income for the fiscal year and the percentage of the tons of Sidney crop processed to the total estimated tons of the Sidney crop to be processed for a given fiscal year.

Accrued continuing costs represent the difference between (i) the Net Proceeds as determined above and (ii) actual member business crop year revenues realized and expenses incurred through the end of the reporting period plus the SSI fiscal year revenues realized and expenses incurred through the end of the reporting period. Accrued continuing costs are reflected in the Financial Statements as a cost on the Statements of Operations and as a current liability on the Balance Sheets.

Note 4: Members’ Investments

	Par Value		Shares Authorized	Shares Issued & Outstanding
Preferred Stock:
July 8, 2003	$	76.77	600,000	498,570
May 31, 2003	$	76.77	600,000	498,570
August 31, 2002	$	76.77	600,000	498,570
May 31, 2002	$	76.77	600,000	498,570

Common Stock:
July 8, 2003	$	10.00	4,000	2,995
May 31, 2003	$	10.00	4,000	2,995
August 31, 2002	$	10.00	4,000	3,035
May 31, 2002	$	10.00	4,000	3,025

Note 5: Interest Paid

Interest paid, net of amounts capitalized, was $10.3 million and $10.7 million for the nine months ended May 31, 2003 and 2002, respectively.

Note 6: Short-Term Debt

The Company has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $265 million and a line of credit with Wells Fargo Bank for $1 million, of which there is currently no debt outstanding. The Company’s commercial paper program has been increased from $150 million to provide short-term borrowings of up to $225 million of which approximately $157.2 million is currently outstanding. Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount. The acquisition from Imperial was initially financed utilizing available short-term debt.

As of May 31, 2003, the Company had outstanding commercial paper of $157.2 million at an average interest rate of 1.54% and maturity dates between June 2, 2003 and July 31, 2003. The Company had no outstanding short-term debt with CoBank, ACB as of May 31, 2003.

As of May 31, 2002, the Company had outstanding commercial paper of $136.8 million at an average interest rate of 2.86% and maturity dates between June 18, 2002 and August 23, 2002. The Company had no outstanding short-term debt with CoBank, ACB as of May 31, 2002.

Note 7: Sidney Sugars Incorporated

On October 7, 2002, the Company, through SSI, acquired three sugarbeet processing facilities and the related marketing allocations associated with such facilities from Imperial for a purchase price of approximately $35.2 million.

The facility located in Hereford, Texas was idle at the time of the acquisition and will remain idle for the foreseeable future. The facility located in Torrington, Wyoming has been leased, on a long-term basis, to Western Sugar Cooperative, who will continue to operate the facility to process sugarbeets delivered by growers supplying the facility prior to the acquisition and from its own growers. The lease payments due under the long-term lease are nominal.

SSI will operate the facility located at Sidney, Montana. The campaign for the 2002 Sidney crop commenced on September 25, 2002 and was completed on February 28, 2003. A total of 863,000 tons of sugarbeets were harvested, with a total production of approximately 2.5 million hundredweight of sugar produced from the 2002 Sidney crop. Approximately 127,000 tons of beets from the 2002 Sidney crop had been harvested prior to October 7, 2002. This portion of the crop and the resulting sugar produced from those beets remained the property of Imperial.

As part of the entire transaction with Imperial, the Company acquired the rights to marketing allocations equal to an estimated 4.8% of the total allocation for the domestic sugarbeet segment. A portion of these marketing allocations will be used to market the sugar produced at the Sidney, Montana facility. Any excess allocations will be available to the Company. The sugar produced by SSI will be marketed through United Sugars Corporation while the agri-products produced will be marketed through Midwest Agri-Commodities Company.

Note 8: ProGold Limited Liability Company

On April 24, 2003, the Company acquired Minn-Dak Farmer Cooperative’s (Minn-Dak) five percent ownership interest in ProGold Limited Liability Company (ProGold) for $10.3 million, effective May 1, 2003. This acquisition results in an increase in the Company’s ownership in ProGold to 51 percent, while Golden Growers Cooperative continues to own 49 percent.

Due to the Company’s resulting controlling ownership interest in ProGold, effective May 1, 2003, the Company began to include ProGold in its consolidated financial statements.

ProGold was formed in 1994 by American Crystal Sugar Company, Golden Growers Cooperative and Minn-Dak Farmers Cooperative to construct and operate a corn wet-milling plant for the production of high-fructose corn syrup sweetener. In November 1997, ProGold entered into an agreement with Cargill, Incorporated (Cargill) to lease substantially all of its assets to Cargill. Under the terms of the operating lease, Cargill manages all aspects of the operations of the ProGold corn wet-milling plant.

Note 9: Net Property and Equipment Held for Lease

ProGold owns a corn wet milling facility that it leases to Cargill, Incorporated under an operating lease which runs through December 31, 2007.

The Property and Equipment Held for Lease are stated at cost, net of accumulated depreciation. The components of Property and Equipment Held for Lease as of May 31, 2003 are shown below:

	(In Thousands)
Land and Land Improvements	$	7,762
Buildings	40,855
Equipment	197,828
Construction in Progress	339
Less Accumulated Depreciation	(73,780		)

Net Property and Equipment Held for Lease	$	173,004

Future minimum payments to be received under the lease are as follows:

Fiscal year ending August 31, (In Thousands)

2003	$	5,863
2004	23,452
2005	23,452
2006	23,452
2007	23,452
2008	8,093

	$	107,764

Note 10: Segment Reporting

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

Summarized financial information concerning the Company’s reportable segments for the nine months and three months ended May 31, 2003 is shown below:

	For the Nine Months Ended May 31, 2003 (Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Net Revenue from External Customers	$	612,521	$	2,275	$	—		$	614,796
Gross Proceeds	531,662		1,279		—			532,941
Depreciation and Amortization	41,679		917		—			42,596
Interest Income	1,128		—		—			1,128
Interest Expense	10,852		588		—			11,440
Income from Equity Method Investees	2,291		—		(349		)	1,942
Other Income/(Expense), Net	2,559		—		(349		)	2,210
Net Proceeds	334,503		684		(684		)	334,503

Capital Expenditures	52,386		215		—			52,601

	For the Three Months Ended May 31, 2003 (Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Net Revenue from External Customers	$	219,463	$	2,275	$	—		$	221,738
Gross Proceeds	158,099		1,279		—			159,378
Depreciation and Amortization	12,683		917		—			13,600
Interest Income	338		—		—			338
Interest Expense	3,268		588		—			3,856
Income from Equity Method Investees	1,142		—		(349		)	793
Other Income/(Expense), Net	1,080		—		(349		)	731
Net Proceeds	109,939		684		(684		)	109,939

Capital Expenditures	6,609		215		—			6,824

	As of May 31, 2003 (Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Property and Equipment, Net	$	331,839	$	7	$	—		$	331,846
Assets Held for Lease, Net	—		173,004		—			173,004
Identifiable Assets	823,962		185,246		(44,716		)	964,492

Note 11: Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board has recently issued Interpretation No. 46 regarding the Consolidation of Variable Interest Entities. This interpretation becomes effective for the Company in the first quarter of fiscal 2004. Management does not expect that the implementation of this interpretation will have a material effect on the Company’s financial statements.

The Financial Accounting Standards Board has also recently issued Statement No. 150 regarding Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This interpretation becomes effective for the Company in the first quarter of fiscal 2004. Management does not expect that the implementation of this interpretation will have a material effect on the Company’s financial statements.

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Nine Months and Three Months Ended May 31, 2003 and 2002

This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “believe”, “may” and similar expressions. The Company’s actual results could differ

materially from those indicated. Important factors that could cause or contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, available quantity and quality of sugarbeets. For a more complete discussion of “Important Factors”, please refer to the Company’s 2002 Form 10-K.

Comparison of the Nine Months Ended May 31, 2003 and 2002

Revenue for the nine months ended May 31, 2003, was $614.8 million, an increase of $60.0 million as compared to the same period last year. Revenue from total sugar sales increased 8.8 percent reflecting a 5.6 percent increase in the hundredweight sold and a 3.0 percent increase in the average selling price per hundredweight. Revenue from pulp sales increased 6.4 percent due to a 10.6 percent increase in the average selling price per ton partially offset by a 3.8 percent decrease in the volume of pulp sold. Revenue from molasses sales increased 89.1 percent due to a 103.7 percent increase in the volume of molasses sold partially offset by a 7.2 percent decrease in the average selling price per ton. Revenue from the sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, increased 3.8 percent due to an 11.0 percent increase in the average selling price per ton partially offset by a 6.5 percent decrease in the volume of CSB sold. Rental revenue on the ProGold operating lease was $2.3 million.

Cost of product sold, for the nine months ended May 31, 2003, exclusive of payments for member sugarbeets, increased $70.6 million as compared to the same period last year. The cost associated with the cost of non-member sugar beets (Sidney Crop) was $31.2 million for the nine months ended May 31, 2003. Direct processing costs for sugar and pulp increased 21.4 percent. This was due to harvesting 17.8 percent more sugarbeets (9.2 percent of the increase was attributable to the Sidney Crop) and processing 16.4 percent more sugarbeets (10.2 percent of the increase was attributable to the Sidney crop). Higher natural gas prices also added to this increase. Fixed and committed expenses increased 7.5 percent reflecting higher purchased power costs, insurance costs, and costs related to the operations of SSI. The change in product inventories impacted the cost of product sold favorably by $7.0 million primarily due to an increase in the net realizable value for sugar. The cost associated with sugar purchased to meet customer needs was up $14.1 million due to a delay in the commencement of the 2002 RRV crop campaign. The 2002 RRV crop campaign start-up was delayed because of adverse planting and growing conditions which slowed the maturity of the crop. As a result, additional sugar was required to be purchased to service customers during this delay. Costs related to ProGold were $1.0 million.

Selling, general and administrative expenses for the nine months ended May 31, 2003 increased $7.8 million from 2002. Selling expenses increased $7.9 million primarily due to the increase in the volume of sugar sold along with increased freight costs. General and Administrative expenses decreased $ .1 million due to general cost decreases.

During the nine months ended May 31, 2003, 100 percent of the 2002 RRV crop was processed resulting in the recognition of net proceeds from member business of $332.4 million. This represented 100 percent of the $332.4 million projected member gross beet payment for the 2002 RRV crop. The actual net proceeds from member business, for the nine months ended May 31, 2003, were $396.8 million. During the nine months ended May 31, 2003, 100.0 percent of the 2002 Sidney crop was processed resulting in the recognition of net proceeds from SSI of $2.7 million. This represented 100.0 percent of the $2.7 million projected SSI net income for fiscal 2003. The actual net proceeds from SSI, for the nine months ended May 31, 2003, was $8.4 million. The difference between the actual net proceeds from member business and SSI and the amounts recognized for the nine months ended May 31, 2003, resulted in the recognition of $70.1 million of accrued continuing costs. In comparison, during the nine months ended May 31, 2002, 100 percent of the 2001 RRV crop was processed resulting in the recognition of net proceeds from member business of $322.2 million. This represented 100 percent of the $322.2 million projected member gross beet payment for the 2001 RRV crop. In addition, $22.5 million, representing 100 percent of the $22.5 million projected gross PIK payment, had also been recognized as net proceeds from member business. The actual net proceeds from member business, for the nine months ended May 31, 2002, were $424.2 million. The difference between the actual net proceeds from member

business and the amounts recognized for the nine months ended May 31, 2002, resulted in the recognition of $79.5 million of accrued continuing costs.

Interest income for the nine months ended May 31, 2003 decreased slightly compared to the same period last year primarily due to a lower average balance of investments.

Interest expense increased from last year primarily due to the addition of $ .6 million of interest resulting from the consolidation of ProGold partially offset by lower average borrowing levels for long-term debt and lower average borrowing rates on short-term debt.

Non-member activities resulted in income of $2.1 million for the nine months ended May 31, 2003 compared to a loss of $ .1 million for the same period last year. The non-member income in fiscal 2003 is primarily the result of activities related to SSI. The non-member loss in fiscal 2002 was primarily the result of activities related to the investment in ProGold Limited Liability Company.

Comparison of the Three Months Ended May 31, 2003 and 2002

Revenue for the three months ended May 31, 2003, was $221.7 million, an increase of $13.4 million as compared to the same period last year. Revenue from total sugar sales increased 3.1 percent reflecting a 4.5 percent increase in the hundredweight sold partially offset by a 1.4 percent decrease in the average selling price per hundredweight. Revenue from pulp sales decreased 27.6 percent due to a 33.9 percent decrease in the volume of pulp sold partially offset by a 9.6 percent increase in the average selling price per ton. Revenue from molasses sales increased 196.5 percent due to a 240.0 percent increase in the volume of molasses sold partially offset by a 12.8 percent decrease in the average selling price per ton. Revenue from the sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, decreased 4.6 percent due to a 14.6 percent decrease in the volume of CSB sold partially offset by an 11.7 percent increase in average selling price per ton. Rental revenue on the ProGold operating lease was $2.3 million.

Cost of product sold, for the three months ended May 31, 2003, exclusive of payments for member sugarbeets, decreased $11.9 million as compared to the same period last year. Direct processing costs for sugar and pulp increased 52.9 percent. This was due to processing 83.2 percent more sugarbeets due to the longer running RRV crop processing campaign this year resulting from the delay of the campaign start-up last fall and the increase in the tons of sugarbeets harvested. Higher natural gas prices and beet transportation costs also added to the increase. Fixed and committed expenses increased 7.3 percent reflecting higher purchased power costs, insurance costs and costs related to the operations of SSI. The change in product inventories impacted the cost of product sold favorably by $33.4 million primarily due to the increased net realizable value for sugar partially offset by lower sugar inventory levels. Costs related to ProGold were $1.0 million.

Selling, general and administrative expenses for the three months ended May 31, 2003 increased $4.1 million from 2002. Selling expenses increased $4.3 million primarily due to the increase in the volume of products sold and higher freight and warehousing costs. General and Administrative expenses decreased $ .2 million due to general cost decreases.

During the three months ended May 31, 2003, 33.0 percent of the 2002 RRV crop was processed resulting in the recognition of net proceeds from member business of $109.8 million. This represented 33.0 percent of the $332.4 million projected member gross beet payment for the 2002 RRV crop. The actual net proceeds from member business, for the three months ended May 31, 2003, were $120.6 million. An increase of $ .1 million in the projected net income from SSI was recognized during the three months ended May 31, 2003. SSI incurred $4.3 million of net costs for the three months ended May 31, 2003. The difference between the actual net proceeds from member business and SSI and the amounts recognized for the three months ended May 31, 2003, resulted in the recognition of $6.4 million of accrued continuing costs. In comparison, during the three months ended May 31, 2002, 25.3 percent of the 2001 RRV crop was processed resulting in the recognition of net proceeds from member business of $81.5 million. This represented 25.3 percent of the $322.2 million projected member gross beet payment

for the 2001 RRV crop. In addition, $11.9 million, representing 52.4 percent of the $22.5 million projected gross PIK payment, had also been recognized as net proceeds from member business. The actual net proceeds from member business, for the three months ended May 31, 2002, were $96.3 million. The difference between the actual net proceeds from member business and the amounts recognized for the three months ended May 31, 2002, resulted in the recognition of $3.0 million of accrued continuing costs.

Interest income for the three months ended May 31, 2003 decreased marginally compared to the same period last year primarily due to a lower average balance of investments.

Interest expense increased $ .7 million for the three months ended May 31, 2003 as compared to the same period last year primarily due to the addition of $ .6 million of interest resulting from the consolidation of ProGold, higher average borrowing levels for short-term debt and higher average interest rates for long-term debt.

Non-member activities resulted in income of $ .1 million for the three months ended May 31, 2003 compared to income of $ .7 million for the same period last year. This non-member income in fiscal 2003 is primarily the result of activities related to SSI. The non-member income in fiscal 2002 was the result of activities related to Midwest Agri-Commodities Company, partially offset by activities related to the investment in ProGold Limited Liability Company.

Environmental Matters

On May 21, 2003, SSI received an Enforcement Action for Air Quality Violation letter from the Montana Department of Environmental Quality for alleged violations of allowed particulate emissions at the Sidney, Montana facility. SSI is currently involved in negotiations with the Montana Department of Environmental Quality with the intent of concluding a stipulation agreement with regard to the alleged violation and the related penalties of approximately $84,000. Management believes it will negotiate a satisfactory resolution and that the outcome should not have a material adverse effect on SSI’s or the Company’s financial position.

Liquidity and Capital Resources

Under the Company’s Bylaws and Member 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, the beet payments made to member growers and non-member growers are paid in three payments over the course of a year, and the member payments are made net of any anticipated unit retain for the crop. These procedures have the effect of providing the Company with an additional source of short-term financing. This member financing arrangement may result in an additional source of liquidity and reduced need for outside financing 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, winter and spring) and because substantial amounts of equipment are required for its operations, the Company has utilized substantial outside financing on both a seasonal and long-term basis to fund such operations. The majority of such financing has been provided by a consortium of lenders lead by CoBank, ACB. The Company has a long-term debt commitment with CoBank, ACB of $227.9 million, of which $185.8 million is currently outstanding. 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; $19.3 million from a private placement of Senior Notes that occurred in January of 2003; $43.3 million from nine separate issuances of Pollution Control and Industrial Development Revenue Bonds and a term loan with Bank of North Dakota of $4.8 million. The Company also has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $265 million, of which there is no current balance outstanding, and a line of credit with Wells Fargo Bank for $1 million. The Company’s commercial paper program has been increased from $150 million to provide short-term borrowings of up to $225 million of which approximately $157.2 million is currently outstanding. Any borrowings under the commercial paper

program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount.

The changes that occurred in the Company’s financial statements from August 31, 2002 to May 31, 2003 were primarily due to normal business seasonality, the acquisition activities related to SSI and the consolidation impact of ProGold. The first nine months of the Company’s fiscal year includes the completion of the sugarbeet harvest, the processing campaign, and the initial payments to growers for delivered sugarbeets. The cash used in operations of $88.3 million and investing activities of $61.3 million was funded primarily through the cash provided by the net proceeds from short-term debt of $150.2 million, proceeds from long-term debt of $31.0 million, and proceeds from the installment sale of stock of $5.2 million. This was partially offset by the payment of unit retains of $16.1 million and long-term debt repayment of $19.8 million.

Working capital decreased $27.1 million from $58.3 million at the beginning of the year to $31.2 million as of May 31, 2003 primarily due to additional short-term debt, increases in payables and an increase in receivables partially offset by increased inventories and amounts due growers. Working capital as of May 31, 2003 was $31.2 million, a decrease of $7.6 million when compared to $38.8 million of working capital as of May 31, 2002.

Capital expenditures for the Nine months ended May 31, 2003 were $52.6 million, which included $35.2 related to the acquisition activities of SSI. Capital expenditures for the same period in 2002 were $8.2 million. The Company had outstanding commitments totaling $10.0 million as of May 31, 2003 for equipment and construction contracts related to various capital projects.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

Item 4. Controls and Procedures

The Company’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934) as of May 31, 2003. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the chief executive officer and chief financial officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are reasonably adequate to ensure that they are provided with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses identified, and therefore no corrective actions were taken.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds.

None

Item 3. Default Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Item No.		Method of Filing

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

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

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

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

10.1	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.

10.2	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.

10.3	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.

10.4	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.

+10.5	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.

+10.6	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.

+10.7	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.

10.8	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.

10.9	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.

10.10	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.

10.11	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.

+10.12	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.

10.13	Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC	Incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

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

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

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

10.17	Employment Agreement between the Registrant and James J. Horvath	Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K form the year ended August 31, 1999

10.18	Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated April 4, 2000	Incorporated by reference to Exhibit 10.28 from the Company’s Form 10-Q for the quarter ended May 31, 2000

10.19	Board of Directors Deferred Compensation Plan, dated June 30, 1994	Incorporated by reference to Exhibit 10.29 from the Company’s Annual Report on Form 10K for the year ended August 31, 2000

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

10.21	Addendum to Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC dated July 10, 2001	Incorporated by reference to Exhibit 10.30 from the Company’s Annual Report on Form 10K for the year ended August 31, 2001

10.22	Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 1, 2001.	Incorporated by reference to Exhibit 10.27 from the Company’s Form 10-Q for the quarter ended November 30, 2001

10.23	Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2001.	Incorporated by reference to Exhibit 10.28 from the Company’s Form 10-Q for the quarter ended November 30, 2001

10.24	Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated March 27, 2002	Incorporated by reference to Exhibit 10.27 from the Company’s Form 10-Q for the quarter ended May 31, 2002

10.25	Retirement Plan A Restatement	Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10K for the year ended August 31, 2002

10.26	Retirement Plan B Restatement	Incorporated by reference to Exhibit 10.29 from the Company’s Annual Report on Form 10K for the year ended August 31, 2002

10.27	Amendments to Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated November 6, 2002	Incorporated by reference to Exhibit 10.30 from the Company’s Form 10-Q for the quarter ended November 30, 2002

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

10.29	Growers’ Contract (5-year Agreement) for the crop years 2003 through 2007	Incorporated by reference to Exhibit 10.30 from the Company’s Form 10-Q for the quarter ended February 28, 2003

10.30	Growers’ Contract (Annual Contract) for crop year 2003.	Incorporated by reference to Exhibit 10.31 from the Company’s Form 10-Q for the quarter ended February 28, 2003

++10.31	Beet Loading and Hauling Agreement between the Registrant and Transystems LLC for the crop years 2003 through 2007	Filed herewith electronically

++10.32	2003 Sugarbeet Delivery Agreement between Sidney Sugars Incorporated and Growers	Filed herewith electronically

21.1	List of Subsidiaries of the Registrant	Incorporated by reference to Exhibit 21.1 from the Company’s Annual Report on Form 10K for the year ended August 31, 2002

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

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

+ Confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, has been granted with respect to designated portions of this document.

++ Confidential treatment has been requested with respect to designated portions of this document. Such portions have been omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

(b) Reports on Form 8-K

The Company filed the following Current Reports on Form 8-K during this quarter.

(i) Current Report on Form 8-K, dated March 26, 2003, under item 9, the Company stated that it had announced to its shareholders on March 26, 2003, that the projected gross beet payment for the 2002 Red River Valley crop is $38.00 per average ton of sugarbeets.

(ii) Current Report on Form 8-K, dated April 4, 2003, under item 9, the Company stated that it had announced at various meetings with shareholders that the imposition of sugar marketing allocations under the 2002 Farm Bill will likely result in significant sugarbeet acreage fluctuations from year to year for the Company’s shareholders.

(iii) Current Report on Form 8-K, dated April 24, 2003, under item 5, the Company announced to its shareholders on April 24, 2003, that the Company had acquired Minn-Dak Farmer Cooperative’s five percent ownership interest in ProGold Limited Liability Company (ProGold) for $10.3 million, effective May 1, 2003, resulting in an increase in the Company’s ownership in ProGold to 51 percent.

SIGNATURES

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

		AMERICAN CRYSTAL SUGAR COMPANY
		(Registrant)


Date:	July 15, 2003		/s/ Brian Ingulsrud
			Brian Ingulsrud
			Corporate Controller,
			Chief Accounting Officer
			Duly Authorized Officer

CERTIFICATIONS

I, James J. Horvath, President and Chief Executive Officer of American Crystal Sugar Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Crystal Sugar Company (the registrant);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

July 15, 2003


/s/ James J. Horvath

James J. Horvath
President and Chief Executive Officer

CERTIFICATIONS

I, Joseph J. Talley, Vice President-Finance and Chief Financial Officer of American Crystal Sugar Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Crystal Sugar Company (the registrant);

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

July 15, 2003

/s/ Joseph J. Talley

Joseph J. Talley
Vice President-Finance and Chief Financial Officer