UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011

Commission file number: 000-53957

Golden Growers Cooperative

(Exact name of registrant as specified in its charter)

Minnesota		27-1312571
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

112 Roberts Street North, Suite 111

Fargo, ND 58102

(Address of principal executive offices)

Telephone Number 701-281-0468

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

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

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). YES o NO x

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

As of May 8, 2011 the Cooperative had 15,490,480 Units issued and outstanding.

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PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN GROWERS COOPERATIVE

BALANCE SHEETS

(In Thousands)

	MARCH 31, 2011			DECEMBER 31, 2010
	(Unaudited)			(Audited)
ASSETS

Current Assets:
Cash and Cash Equivalents	$	1,386		$	2,295
Short-Term Investments	215			215
Prepaid Expenses	1			1
Total Current Assets	1,602			2,511

Furniture and Equipment, Net	6			7

Investment in ProGold Limited Liability Company	47,851			49,072

Total Assets	$	49,459		$	51,590

LIABILITIES AND MEMBERS’ EQUITY

Current Liabilities:
Accounts Payable	$	196		$	54
Accrued Liabilities	4			205
Total Current Liabilities	200			259

Non-Current Liabilities	149			144

Members’ Equity
Members’ Equity
Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of March 31, 2011 and December 31, 2010	49,259			51,331
Accumulated Other Comprehensive Loss	(149		)	(144)

Total Members’ Equity	49,110			51,187

Total Liabilities and Members’ Equity	$	49,459		$	51,590

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2011			2010
OPERATIONS
Corn Revenue	$	20,236		$	14,938
Corn Expense	(20,259		)	(14,938		)
Net Income from ProGold Limited Liability Company	1,409			1,560
General & Administrative Expenses	(209		)	(246		)

Net Income from Operations	1,177			1,314

Interest Income	2			10

Net Income Before Income Tax	1,179			1,324

Income Tax Provision	—			—

Net Income	$	1,179		$	1,324

Weighted Average Shares/Units Outstanding	15,490,480			15,474,734

Earnings per Share/Membership Unit Primary and Fully Diluted	$	0.08		$	0.09

COMPREHENSIVE INCOME
Net Income	$	1,179		$	1,324
Other Comprehensive Income, Net	(5		)	(16		)

Comprehensive Income	$	1,174		$	1,308

See Notes to Financial Statements

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GOLDEN GROWERS COOPERATIVE

STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	FOR THE 3 MONTHS
	ENDED MARCH 31,
	2011			2010

Cash Flows From Operating Activities
Net Income	$	1,179		$	1,324
Net (Income) from ProGold Limited Liability Company	(1,409		)	(1,560		)
Depreciation	1			1
Changes in assets and liabilities
Accounts receivable	—			22
Prepaid expenses	—			(1		)
Accounts payable	142			(45		)
Accrued liabilities	(201		)	(4		)
Net Cash Used in Operating Activities	(288		)	(173		)

Cash Flows From Investing Activities
Proceeds from sale of short-term investments	—			102
Distribution received from ProGold LLC	2,630			2,630
Net cash provided by investing activities	2,630			2,732

Cash Flows From Financing Activities
Member distributions paid	(3,251		)	(4,337		)
Net cash used by financing activities	(3,251		)	(4,337		)

Increase (Decrease) In Cash and Cash Equivalents	(909		)	(1,778		)

Cash and Cash Equivalents, Beginning of Period	2,295			3,293

Cash and Cash Equivalents, End of Period	$	1,386		$	1,515

Cash paid for income taxes	$	—		$	—

See Notes to Financial Statements

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NOTE 4 — PROGOLD LIMITED LIABILITY COMPANY

The Cooperative has a 49% ownership interest in ProGold Limited Liability Company. Following is summary financial information for ProGold LLC, which was derived from the monthly unaudited financial statements of ProGold LLC:

	March 31,
(In Thousands	2011		2010

Current Assets	$	979	$	496
Long-Term Assets	99,405		109,902

Total Assets	$	100,384	$	110,398

Current Liabilities	$	429	$	401
Long-Term Liabilities	2,300		2,700

Total Liabilities	2,729		3,101

Members’ Equity	97,655		107,297

Total Liabilities and Members’ Equity	$	100,384	$	110,398

Rent Revenue on Operating Lease	$	5,739	$	6,009
Expenses	2,863		2,825

Net Income	$	2,876	$	3,184

NOTE 5 — INVESTMENTS

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Quoted market prices are generally not available for the Company’s financial instruments. Fair values are based on judgments regarding anticipated cash flows, future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates involve uncertainties and matters of judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Cooperative has determined fair value of its investments held to maturity based on Level 1 inputs. The Cooperative’s investments held to maturity are as follows as of March 31, 2011 and December 31, 2010 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
March 31, 2011
Money Market & CD’s	$	215	$	—	$	—	$	215

December 31, 2010:
Money Market & CD’s	$	215	$	—	$	—	$	215

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GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

NOTE 6 — EMPLOYEE BENEFIT PLANS

The Financial Accounting Standards Board has issued FASB ASC 715 (formerly SFAS No. 158), Employer’s Disclosure about Pensions and Other Post-Retirement Benefits. This standard requires disclosures to interim and annual financial statements, which are effective for the interim period financial statements ending March 31, 2011, but does not change the recognition requirements related to pensions and post-retirement benefits.

Components of Net Periodic Benefit Cost for the Three-Months Ended, March 30, 2011 and March 31, 2010

	March 31,			March 31,
(In Thousands)	2011			2010

Service Cost	$	9		$	8
Interest Cost	8			7
Expected Return on Plan Assets	(7		)	(6		)
Amortization of Net (Gain) Loss	2			3
Net Periodic Pension Cost	$	12		$	12

Through the three-months ended March 31, 2011, the Cooperative has made $10,500 contributions as compared to $7,500 through the three-months ended March 31, 2010. The Cooperative anticipates contributing $ 31,500 in additional funds to its pension plan in 2011, for a total of $42,000. Contributions in 2010 totaled $31,000.

NOTE 7 — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Cooperative has not been impacted by any new Accounting Pronouncements since the filing of its most recent Annual Report on Form 10-K.

NOTE 8 — CHANGE IN ACCOUNTING STANDARDS

The Cooperative has not been impacted by any changes in Accounting Standards since the filing of its most recent 10-k.

NOTE 9 — DISTRIBUTIONS TO MEMBERS

On February 15, 2011, the Cooperative made a distribution of $3,251,310, or $.21 per outstanding membership unit.

NOTE 10 — SUBSEQUENT EVENTS

The Cooperative has evaluated events through the date the financial statements were issued for potential recognition or disclosure in the March 31, 2011 financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 Cooperative’s actual results could differ materially from those indicated. See the discussion of “Risk Factors” in the Cooperative’s Annual Report for fiscal year 2010 on Form 10-K.

Overview

Golden Growers Cooperative is a value added agricultural cooperative association governed under Minnesota Statutes Chapter 308B owned by 1,604 members in the business of providing value to our members by facilitating their delivery of corn to the corn wet-milling facility owned by ProGold, a Minnesota limited liability company in which the Cooperative owns a 49% membership interest. ProGold leases its corn wet milling facility to Cargill Incorporated who uses the facility to process corn into high fructose corn syrup. We accomplish our business on behalf of our members through our contract relationships with all of the parties involved in the ownership and operation of the facility. From an income production perspective our membership interest in ProGold is our primary asset that, in addition to giving us the right to receive distributions from ProGold, also provides our members with additional value for the delivery of their corn for processing. Annually we are required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold facility.

Ownership of our membership units requires our members to deliver corn to the Cooperative for processing in proportion to the number of units they hold. A member is required to deliver one bushel of corn for each of our units held by the member. Currently 15,490,480 of our units are issued and outstanding. Income and losses are allocated to our members based on the volume of corn they deliver. Subject to certain limitations, as long as a member patronizes the Cooperative by delivering corn equal to the number of units held by the member, the member will be allocated a corresponding portion of our income. In this way, we continue to operate on a cooperative basis.

To hold our units a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to us and an Annual Delivery Agreement by which each member annually elects the method the member would like to use to deliver corn — either Method A or Method B, or a combination of both. Under Method A, a member is required to physically deliver corn to us either at the facility or another location reasonably designated by us. Under Method B, a member appoints us as its agent to arrange for the acquisition and delivery of corn on the member’s behalf. We appoint Cargill as our agent to arrange for the delivery of the corn by our members who elect to deliver corn using Method A, and we appoint Cargill as our agent to acquire corn on our behalf for our members who elect to deliver corn using Method B. If a member elects to deliver corn using Method B, the price per bushel paid to the member is equal to the price per bushel paid by Cargill to acquire the corn as our agent. Members who deliver corn under Method A are paid the market price or contracted price for their corn at the time of delivery. Members who deliver corn under Method A receive from the Cooperative an incentive payment of $.05 per bushel on the corn that they deliver while members who elect Method B to deliver corn pay to the Cooperative a $.02 per bushel agency fee for the cost of having us deliver corn on their behalf. The incentive payment for Method A deliveries and the agency fee for Method B deliveries are subject to annual adjustment at the sole discretion of our Board of Directors.

Our Method A member directly contracts with Cargill for the contract price agreed upon for the corn or, in the absence of an agreed upon price, the market price per bushel for corn delivered on the day on which the corn is delivered and accepted at the facility. With respect to all Method A corn that is delivered, Cargill pays the aggregate purchase price for corn purchased from our members to us, and then, on our behalf, makes individual payments for corn directly to our members. In the event a Method A

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member delivers more than its delivery commitment to Cargill, any corn delivered in excess of that commitment is handled as a direct sale of corn to Cargill and is priced at the current closing delivery corn price established by Cargill at the facility on the day it is unloaded. In the event a Method A member delivers less than its committed amount of corn to Cargill, the quantity of the shortfall is then purchased and delivered by Cargill on our behalf, but this purchased corn is not credited to the Method A member’s account. If a Method A member fails to fully satisfy the corn delivery requirement, Cargill purchases replacement corn for which we reimburse Cargill the amount by which the underlying contracted corn price is less than the price of buying the replacement corn that was due on the delivery date. The Method A member who fails to deliver corn is then invoiced for the price of the corn. In addition, if a Method A member fails to deliver all of the corn it was obligated to deliver, that member’s allocation of our profit or losses and any cash distributions is proportionately reduced and we may terminate the member’s membership.

Results of Operations

Comparison of the Three Months Ended March 31, 2011 and 2010

Revenues. The Cooperative derives revenue from two sources: operations related to the marketing of members’ corn and income derived from the Cooperative’s membership interest in ProGold. The corn marketing operations generate revenue for the Cooperative equal to the value of the corn that is delivered to Cargill. The Cooperative recognizes expense equal to this same amount which results in the corn marketing operations being revenue neutral to the Cooperative, except for revenue from the Method B agency fee and expenses related to the Method A incentive payments, required licensing and bonding expenses, and the service fee paid to Cargill.

For the three months ended March 31, 2011, the Cooperative sold approximately 4.4 million bushels of corn compared to 4.3 million bushels of corn sold during the three months ended March 31, 2010. For the three months ended March 31, 2011 and 2010, the Cooperative recognized corn revenue of $20,236,000 and $14,938,000, respectively, an increase of 35% due primarily to an increase in the selling price per bushel of corn sold in 2011 compared to 2010. The Cooperative recognized corn expense of $20,259,000 and $14,938,000 in 2011 and 2010 respectively, an increase of 35% due primarily to an increase in the cost per bushel of corn purchased in 2011 compared to 2010. For the three months ended March 31, 2011, its members, on the Cooperative’s behalf, delivered to Cargill for processing at the facility 1,642,912 bushels of corn using Method A and 2,762,508 bushels of corn using Method B. For the three months ended March 31, 2011 and 2010, the Cooperative recognized expense of $23,000 and $0, respectively, in connection with costs incurred to Cargill in connection with the Cooperative’s corn marketing operation.

The Cooperative derived income from ProGold for the three months ended March 31, 2011, of $1,409,000 compared to $1,560,000 for the three months ended March 31, 2010, a decrease related primarily to reduced supplementary rent received by ProGold under its lease with Cargill.

General and Administrative Expenses. The Cooperative’s general and administrative expenses include salaries and benefits, professional fees and fees paid to our board of directors. The general and administrative expenses for the three months ended March 31, 2011, was $209,000 compared to $246,000

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The Cooperative does not believe that it is subject to 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 4T. Controls and Procedures

The Cooperative’s chief executive officer and chief financial officer has reviewed and evaluated the effectiveness of the Cooperative’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of March 31, 2011. Based on that review and evaluation, the chief executive officer and chief financial officer has concluded that the Cooperative’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Cooperative required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Cooperative’s management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Cooperative’s internal controls over financial reporting that occurred during the Cooperative’s most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect, the Cooperative’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors.

For a detailed discussion of certain risk factors that could affect the Cooperative’s operations, financial condition or results for future periods, see Item 1A, Risk factors, in the Cooperative’s Annual Report on Form 10-K.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.

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Item 6. Exhibits.

Item No.		Method of Filing

2.1	Articles of Merger of Golden Growers Cooperative and Golden Growers Cooperative	Incorporated by reference to Exhibit 2.1 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

2.2	Certificate of Conversion of Golden Growers Cooperative	Incorporated by reference to Exhibit 2.2 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

3.1	Amended and Restated Articles of Organization of Golden Growers Cooperative	Incorporated by reference to Exhibit 3.1 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

3.2	Amended and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009	Incorporated by reference to Exhibit 3.2 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.1	Employment Agreement between Mark Dillon and Golden Growers Cooperative dated June 10, 1996	Incorporated by reference to Exhibit 10.1 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.2	Form of Uniform Member Agreement	Incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.3	Form of Annual Delivery Agreement	Incorporated by reference to Exhibit 10.3 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

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10.4	Amended and Restated Member Control Agreement between Golden Growers Cooperative, Golden Growers Cooperative and ProGold Limited Liability Company dated September 1, 2009	Incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.5	Operating Agreement between Golden Growers Cooperative, Golden Growers Cooperative and ProGold Limited Liability Company	Incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.6	Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated	Incorporated by reference to Exhibit 10.6 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.7	Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated	Incorporated by reference to Exhibit 10.7 from the Cooperative’s Registration Statement on Form 10 (File No. 10783579) filed April 30, 2010.

10.8	Employment Agreement between Mark Dillon and Golden Growers Cooperative dated January 1, 2011	Incorporated by reference to Exhibit 10.8 from the Cooperative’s Annual Report on Form 10-K (File No. 11726115) filed March 31, 2011.

16.1	Eide Bailly letter dated June 30, 2010 regarding disclosure related to change in auditor on June 19, 2009	Incorporated by reference to Exhibit 16.1 from the Cooperative’s Registration Statement on Form 10/A (File No. 10927396) filed June 30, 2010.

99.1	Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2010 and August 31, 2009.	Incorporated by reference to Exhibit 99.1 from the Cooperative’s Registration Statement on Form 10/A filed November 15, 2010.

31.1	Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Executive Officer and Chief Financial Officer	Accompanying herewith electronically

32.1	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer	Accompanying herewith electronically

		GOLDEN GROWERS COOPERATIVE
		(Registrant)


Date:	May 16, 2011	/s/ Mark Dillon
		Mark Dillon
		Executive Vice President,
		Chief Financial Officer
		Duly Authorized Officer

PART I. FINANCIAL INFORMATION	1

Item 1. Financial Statements	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

Item 3. Quantitative and Qualitative Disclosures about Market Risk	10

Item 4T. Controls and Procedures	11

PART II. OTHER INFORMATION	11

Item 1. Legal Proceedings	11

Item 1A. Risk Factors	11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3. Defaults Upon Senior Securities	11

Item 4. Removed and Reserved	11

Item 5. Other Information	11

Item 6. Exhibits	12

SIGNATURES	14