Edgar Filing: Andersons, Inc.

ANDE 2015.03.31 10-Q

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 quarterly period ended March 31, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-20557

THE ANDERSONS, INC.

(Exact name of the registrant as specified in its charter)



OHIO		34-1562374
(State of incorporation or organization)		(I.R.S. Employer Identification No.)



480 W. Dussel Drive, Maumee, Ohio		43537
(Address of principal executive offices)		(Zip Code)

(419) 893-5050

(Telephone Number)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 ý No ¨

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 ý No ¨

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	ý	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The registrant had approximately 28.4 million common shares outstanding, no par value, at April 30, 2015.

Table of Contents

THE ANDERSONS, INC.

INDEX



	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – March 31, 2015, December 31, 2014 and March 31, 2014	3
Condensed Consolidated Statements of Income – Three months ended March 31, 2015 and 2014	5
Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2015 and 2014	6
Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2015 and 2014	7
Condensed Consolidated Statements of Equity – Three months ended March 31, 2015 and 2014	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	34
Item 4. Controls and Procedures	34
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5. Other	35
Item 6. Exhibits	36

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

The Andersons, Inc. Condensed Consolidated Balance Sheets (Unaudited)(In thousands)

	March 31, 2015		December 31, 2014		March 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	54,461	$	114,704	$	43,693
Restricted cash	685		429		652
Accounts receivable, net	209,928		183,059		191,972
Inventories (Note 2)	743,957		795,655		725,584
Commodity derivative assets – current	86,824		92,771		119,330
Deferred income taxes	12,878		7,337		9,104
Other current assets	65,017		60,492		48,214
Total current assets	1,173,750		1,254,447		1,138,549
Other assets:
Commodity derivative assets – noncurrent	243		507		1,365
Goodwill	72,365		72,365		58,554
Other assets, net	54,454		59,162		55,974
Pension asset	—		—		15,079
Equity method investments	222,082		226,857		232,396
	349,144		358,891		363,368
Rail Group assets leased to others, net (Note 3)	313,095		297,747		237,534
Property, plant and equipment, net (Note 3)	451,638		453,607		386,132
Total assets	$	2,287,627	$	2,364,692	$	2,125,583

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The Andersons, Inc. Condensed Consolidated Balance Sheets (continued) (Unaudited)(In thousands)

	March 31, 2015			December 31, 2014			March 31, 2014
Liabilities and equity
Current liabilities:
Short-term debt	$	311,660		$	2,166		$	226,100
Accounts payable for grain	206,153			535,974			183,998
Other accounts payable	164,224			170,849			177,623
Customer prepayments and deferred revenue	130,254			99,617			124,981
Commodity derivative liabilities – current	55,401			64,075			32,153
Accrued expenses and other current liabilities	64,065			78,610			56,290
Current maturities of long-term debt (Note 4)	19,037			76,415			90,760
Total current liabilities	950,794			1,027,706			891,905
Other long-term liabilities	14,871			15,507			14,749
Commodity derivative liabilities – noncurrent	2,084			3,318			734
Employee benefit plan obligations	59,557			59,308			39,989
Long-term debt, less current maturities (Note 4)	323,258			298,638			306,161
Deferred income taxes	139,145			136,166			128,716
Total liabilities	1,489,709			1,540,643			1,382,254
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common shares, without par value (42,000 shares authorized; 29,430, 29,353 and 28,797 shares issued at 3/31/15, 12/31/14 and 3/31/14, respectively)	96			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—
Additional paid-in-capital	223,179			222,789			184,474
Treasury shares, at cost (859, 390 and 378 shares at 3/31/15, 12/31/14 and 3/31/14, respectively)	(32,551		)	(9,743		)	(8,750		)
Accumulated other comprehensive loss	(58,130		)	(54,595		)	(24,157		)
Retained earnings	644,530			644,556			567,849
Total shareholders’ equity of The Andersons, Inc.	777,124			803,103			719,512
Noncontrolling interests	20,794			20,946			23,817
Total equity	797,918			824,049			743,329
Total liabilities and equity	$	2,287,627		$	2,364,692		$	2,125,583

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Income

(Unaudited)(In thousands, except per share data)



	Three months ended March 31,
	2015			2014
Sales and merchandising revenues	$	950,090		$	1,003,294
Cost of sales and merchandising revenues	866,777			926,519
Gross profit	83,313			76,775
Operating, administrative and general expenses	78,604			70,985
Interest expense	6,039			6,002
Other income:
Equity in earnings of affiliates, net	3,261			20,501
Other income, net	3,107			19,612
Income before income taxes	5,038			39,901
Income tax provision	1,093			13,872
Net income	3,945			26,029
Net (loss) income attributable to the noncontrolling interests	(152		)	3,321
Net income attributable to The Andersons, Inc.	$	4,097		$	22,708
Per common share:
Basic earnings attributable to The Andersons, Inc. common shareholders	$	0.14		$	0.80
Diluted earnings attributable to The Andersons, Inc. common shareholders	$	0.14		$	0.80
Dividends declared	$	0.14		$	0.11

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)(In thousands)



	Three months ended March 31,
	2015			2014
Net income	$	3,945		$	26,029
Other comprehensive income (loss), net of tax:
Decrease in estimated fair value of investment in debt securities (net of income tax of $0 and $1,958)	—			(3,232		)
Change in unrecognized actuarial loss and prior service cost (net of income tax of $(236) and $(113) - Note 8)	390			187
Foreign currency translation adjustments (net of income tax of $(613) and $0)	(3,983		)	—
Cash flow hedge activity (net of income tax of $(35) and $(42))	58			69
Other comprehensive loss	(3,535		)	(2,976		)
Comprehensive income	410			23,053
Comprehensive (loss) income attributable to the noncontrolling interests	(152		)	3,321
Comprehensive income attributable to The Andersons, Inc.	$	562		$	19,732

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)



	Three months ended March 31,
	2015			2014
Operating Activities
Net income	$	3,945		$	26,029
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	17,523			13,856
Bad debt expense	188			377
Cash distributions in excess of (less than) income of unconsolidated affiliates	1,404			45,061
Gain on sale of investments in affiliates	—			(17,055		)
Gains on sales of Rail Group assets and related leases	(4,522		)	(10,769		)
Excess tax benefit from share-based payment arrangement	(224		)	(1,608		)
Deferred income taxes	(3,446		)	6,264
Stock-based compensation expense	736			1,462
Other	890			(2,504		)
Changes in operating assets and liabilities:
Accounts receivable	(28,366		)	(19,390		)
Inventories	51,698			(110,661		)
Commodity derivatives	(3,696		)	(86,842		)
Other assets	(4,042		)	(1,730		)
Accounts payable for grain	(329,821		)	(408,185		)
Other accounts payable and accrued expenses	11,074			67,082
Net cash used in operating activities	(286,659		)	(498,613		)
Investing Activities
Purchases of Rail Group assets	(23,455		)	(14,005		)
Proceeds from sale of Rail Group assets	12,851			25,465
Purchases of property, plant and equipment	(6,742		)	(5,523		)
Proceeds from sale of property, plant and equipment	80			108
Proceeds from returns of investments in affiliates	—			31,457
Change in restricted cash	(256		)	(244		)
Net cash (used in) provided by investing activities	(17,522		)	37,258
Financing Activities
Net change in short-term borrowings	308,500			226,100
Proceeds from issuance of long-term debt	30,799			3,598
Payments of long-term debt	(63,466		)	(30,560		)
Purchase of treasury stock	(27,783		)	—
Proceeds from sale of treasury shares to employees and directors	403			1,499
Payments of debt issuance costs	(107		)	(3,175		)
Dividends paid	(4,059		)	(3,107		)
Excess tax benefit from share-based payment arrangement	224			1,608
Other	(573		)	—
Net cash provided by financing activities	243,938			195,963
Decrease in cash and cash equivalents	(60,243		)	(265,392		)
Cash and cash equivalents at beginning of period	114,704			309,085
Cash and cash equivalents at end of period	$	54,461		$	43,693

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)(In thousands, except per share data)



	Common Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2013	$	96	$	184,380		$	(10,222	)	$	(21,181	)	$	548,401		$	22,947		$	724,421
Net income												22,708			3,321			26,029
Other comprehensive loss									(2,976		)							(2,976		)
Cash distributions to noncontrolling interest															(2,451		)	(2,451		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,530 (214 shares)			18			1,472												1,490
Payment of cash in lieu for stock split (187 shares)			(58		)													(58		)
Dividends declared ($0.11 per common share)												(3,126		)				(3,126		)
Performance share unit dividend equivalents			134									(134		)				—
Balance at March 31, 2014	$	96	$	184,474		$	(8,750	)	$	(24,157	)	$	567,849		$	23,817		$	743,329

Balance at December 31, 2014	$	96	$	222,789		$	(9,743	)	$	(54,595	)	$	644,556		$	20,946		$	824,049
Net income (loss)												4,097			(152		)	3,945
Other comprehensive loss									(3,535		)							(3,535		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $216 (162 shares)			(4,051		)	4,975												924
Purchase of treasury shares (631 shares)						(27,783		)										(27,783		)
Dividends declared ($0.14 per common share)												(3,985		)				(3,985		)
Shares issued for acquisitions (77 shares)			4,303															4,303
Performance share unit dividend equivalents			138									(138		)				—
Balance at March 31, 2015	$	96	$	223,179		$	(32,551	)	$	(58,130	)	$	644,530		$	20,794		$	797,918

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Consolidation

These Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). All intercompany accounts and transactions are eliminated in consolidation.

Investments in unconsolidated entities in which the Company has significant influence, but not control, are accounted for using the equity method of accounting.

In the opinion of management, all adjustments consisting of normal and recurring items, considered necessary for fair presentation of the results of operations, financial position, and cash flows for the periods indicated, have been made. The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.

The Condensed Consolidated Balance Sheet data at December 31, 2014 was derived from audited Consolidated Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. An unaudited Condensed Consolidated Balance Sheet as of March 31, 2014 has been included as the Company operates in several seasonal industries.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”).

New Accounting Standards

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The standard is effective for annual and interim periods beginning after December 15, 2015. The Company is currently assessing the impact this standard will have on its Consolidated Financial Statements and disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis. This standard provides amendments to the manner in which companies assess the characteristics of variable interest entities. The standard is effective for annual periods beginning after December 15, 2015. The Company is currently assessing the impact this standard will have on its Consolidated Financial Statements and disclosures.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers. The core principle of the new revenue model is that an entity recognizes revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is currently effective for annual and interim periods beginning after December 15, 2016, however, the FASB has tentatively extended the effective date for one year, pending final approval. The Company is currently assessing the method of adoption and the impact this standard will have on its Consolidated Financial Statements and disclosures.

2. Inventories

Major classes of inventories are as follows:



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Grain	$	470,216	$	570,916	$	488,492
Ethanol and by-products	9,940		13,154		17,658
Plant nutrients and cob products	229,551		181,136		188,362
Retail merchandise	27,311		23,810		26,205
Railcar repair parts	6,739		6,431		4,661
Other	200		208		206
	$	743,957	$	795,655	$	725,584

Table of Contents

Inventories on the Condensed Consolidated Balance Sheets at March 31, 2015, December 31, 2014 and March 31, 2014 do not include 1.8 million, 3.1 million and 5.6 million bushels of grain, respectively, held in storage for others. The Company does not have title to the grain and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management has not experienced historical losses on any deficiencies and does not anticipate material losses in the future.

3. Property, Plant and Equipment

The components of property, plant and equipment are as follows:



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Land	$	23,380	$	23,380	$	21,906
Land improvements and leasehold improvements	73,651		71,817		67,876
Buildings and storage facilities	274,877		275,059		234,109
Machinery and equipment	340,109		333,559		309,283
Software	68,193		55,436		13,403
Construction in progress	18,354		29,620		52,200
	798,564		788,871		698,777
Less: accumulated depreciation and amortization	346,926		335,264		312,645
	$	451,638	$	453,607	$	386,132

Depreciation and amortization expense on property, plant and equipment amounted to $12.4 million and $9.9 million for the year-to-date periods ended March 31, 2015 and 2014, respectively.

Rail Group Assets

The components of Rail Group assets leased to others are as follows:



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Rail Group assets leased to others	$	402,509	$	384,958	$	316,520
Less: accumulated depreciation	89,414		87,211		78,986
	$	313,095	$	297,747	$	237,534

Depreciation expense on Rail Group assets leased to others amounted to $4.0 million and $3.4 million for the year-to-date periods ended March 31, 2015 and 2014, respectively.

4. Debt

The Company is party to borrowing arrangements with a syndicate of banks. See Note 10 in the Company’s 2014 Form 10-K for a description of these arrangements. Total borrowing capacity for the Company under all lines of credit is currently at $878.1 million, including $28.1 million of non-recourse debt of The Andersons Denison Ethanol LLC ("TADE"). At March 31, 2015, the Company had a total of $538.6 million available for borrowing under its lines of credit. Our borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit. The Company was in compliance with all financial covenants as of March 31, 2015.

Table of Contents

The Company’s short-term and long-term debt at March 31, 2015, December 31, 2014 and March 31, 2014 consisted of the following:



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Short-term debt – recourse	311,660		2,166		226,100
Total short-term debt	$	311,660	$	2,166	$	226,100
Current maturities of long-term debt – non-recourse	$	—	$	—	$	6,012
Current maturities of long-term debt – recourse	19,037		76,415		84,748
Total current maturities of long-term debt	$	19,037	$	76,415	$	90,760
Long-term debt, less current maturities – non-recourse	$	—	$	—	$	3,288
Long-term debt, less current maturities – recourse	323,258		298,638		302,873
Total long-term debt, less current maturities	$	323,258	$	298,638	$	306,161

In the first quarter of 2015, the Company entered into an agreement to obtain $30.0 million in senior notes payable. The notes payable include $14.0 million with an interest rate of 5.0% due 2040 and $16.0 million with an interest rate of 4.5% due 2030, subject to debt covenants similar to the Company's other borrowing arrangements. These notes payable partially replaced the $61.5 million note payable that matured in March 2015.

5. Derivatives

The Company’s operating results are affected by changes to commodity prices. The Grain and Ethanol businesses have established “unhedged” position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract to lock in the price). To reduce the exposure to market price risk on commodities owned and forward grain and ethanol purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over the counter forward and option contracts with various counterparties. The exchange traded contracts are primarily via the regulated Chicago Mercantile Exchange ("CME"). The Company’s forward purchase and sales contracts are for physical delivery of the commodity in a future period. Contracts to purchase commodities from producers generally relate to the current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond one year.

All of these contracts meet the definition of derivatives. While the Company considers its commodity contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges as defined under current accounting standards. The Company accounts for its commodity derivatives at estimated fair value. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which physical delivery occurs, balance sheet classification is based on estimated delivery date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.

Realized and unrealized gains and losses in the value of commodity contracts (whether due to changes in commodity prices, changes in performance or credit risk, or due to sale, maturity or extinguishment of the commodity contract) and grain inventories are included in sales and merchandising revenues.

Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a future, option or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a future, option or an over-the-counter contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. The margin deposit assets and liabilities are included in short-term commodity derivative assets or liabilities, as appropriate, in the Condensed Consolidated Balance Sheets.

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The following table presents at March 31, 2015, December 31, 2014 and March 31, 2014, a summary of the estimated fair value of the Company’s commodity derivative instruments that require cash collateral and the associated cash posted/received as collateral. The net asset or liability positions of these derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis and are included within current or noncurrent commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:



	March 31, 2015				December 31, 2014					March 31, 2014
(in thousands)	Net derivative asset position		Net derivative liability position		Net derivative asset position			Net derivative liability position		Net derivative asset position			Net derivative liability position
Collateral paid (received)	$	39,521	$	—	$	79,646		$	—	$	142,791		$	—
Fair value of derivatives	21,327		—		(10,981		)	—		(88,498		)	—
Balance at end of period	$	60,848	$	—	$	68,665		$	—	$	54,293		$	—

The following table presents, on a gross basis, current and noncurrent commodity derivative assets and liabilities:



	March 31, 2015
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	60,071		$	254		$	1,615		$	29		$	61,969
Commodity derivative liabilities	(12,768		)	(11		)	(57,016		)	(2,113		)	(71,908		)
Cash collateral	39,521			—			—			—			39,521
Balance sheet line item totals	$	86,824		$	243		$	(55,401	)	$	(2,084	)	$	29,582



	December 31, 2014
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	49,847		$	545		$	6,123		$	118		$	56,633
Commodity derivative liabilities	(36,722		)	(38		)	(70,198		)	(3,436		)	(110,394		)
Cash collateral	79,646			—			—			—			79,646
Balance sheet line item totals	$	92,771		$	507		$	(64,075	)	$	(3,318	)	$	25,885



	March 31, 2014
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	86,512		$	1,543		$	4,552		$	308		$	92,915
Commodity derivative liabilities	(109,973		)	(178		)	(36,705		)	(1,042		)	(147,898		)
Cash collateral	142,791			—			—			—			142,791
Balance sheet line item totals	$	119,330		$	1,365		$	(32,153	)	$	(734	)	$	87,808

The gains included in the Company’s Condensed Consolidated Statements of Income and the line items in which they are located for the three months ended March 31, 2015 and 2014 are as follows:



	Three months ended March 31,
(in thousands)	2015		2014
Gains (losses) on commodity derivatives included in sales and merchandising revenues	$	67,811	$	(53,686	)

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The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2015, December 31, 2014 and March 31, 2014:



	March 31, 2015
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	276,158	—	—	—
Soybeans	29,646	—	—	—
Wheat	13,232	—	—	—
Oats	29,883	—	—	—
Ethanol	—	197,961	—	—
Corn oil	—	—	5,651	—
Other	339	—	—	116
Subtotal	349,258	197,961	5,651	116
Exchange traded:
Corn	143,320	—	—	—
Soybeans	38,555	—	—	—
Wheat	26,675	—	—	—
Oats	6,390	—	—	—
Ethanol	—	26,334	—	—
Bean Oil	—	—	60,240	—
Other	—	—	—	10
Subtotal	214,940	26,334	60,240	10
Total	564,198	224,295	65,891	126



	December 31, 2014
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	265,574	—	—	—
Soybeans	23,820	—	—	—
Wheat	14,967	—	—	—
Oats	23,440	—	—	—
Ethanol	—	233,637	—	—
Corn oil	—	—	18,076	—
Other	28	—	—	139
Subtotal	327,829	233,637	18,076	139
Exchange traded:
Corn	159,575	—	—	—
Soybeans	31,265	—	—	—
Wheat	30,360	—	—	—
Oats	7,545	—	—	—
Ethanol	—	41,832	—	—
Bean oil	—	—	2,700	—
Other	—	—	—	5
Subtotal	228,745	41,832	2,700	5
Total	556,574	275,469	20,776	144

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	March 31, 2014
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	274,762	—	—	—
Soybeans	29,332	—	—	—
Wheat	12,753	—	—	—
Oats	31,691	—	—	—
Ethanol	—	278,697	—	—
Corn oil	—	—	20,790	—
Other	207	—	—	110
Subtotal	348,745	278,697	20,790	110
Exchange traded:
Corn	197,405	—	—	—
Soybeans	20,810	—	—	—
Wheat	26,750	—	—	—
Oats	8,335	—	—	—
Ethanol	—	82,194	—	—
Subtotal	253,300	82,194	—	—
Total	602,045	360,891	20,790	110

6. Employee Benefit Plans

In the fourth quarter of 2014, we began the process of terminating the funded defined benefit plan (the "Plan"), which will include settling the Plan liabilities by offering lump sum distributions to plan participants or purchasing annuity contracts for those who do not elect lump sums. While we expect to complete the termination in the near future, the timing is subject to regulatory approvals and other market factors. As part of the planned termination, in 2014 we adjusted our asset portfolio to a target asset allocation of 100% fixed income investments (up from 49%), which will provide a better matching of Plan assets to the characteristics of the liabilities. In the fourth quarter of 2014, we provided notice to plan participants of our intent to terminate the Plan and we applied for a determination with the Internal Revenue Service with regards to the termination. We will take further actions to minimize the volatility of the value of our pension assets relative to pension liabilities and to settle remaining Plan liabilities, including making such contributions to the Plan as may be necessary to make the Plan sufficient to settle all Plan liabilities.

As of December 31, 2014, we have valued the projected benefit obligations of the Plan based on the present value of estimated costs to settle the liabilities through a combination of lump sum payments to participants and purchasing annuities from an insurance company. This reflects an estimate of how many participants we expect will accept a lump sum offering, and an estimate of lump sum payouts for those participants based on the current lump sum rates approved by the IRS. Liabilities expected to be settled through annuity contracts have been estimated based on future benefit payments, discounted based on current interest rates that correspond to the liability payouts, adjusted to reflect a premium that would be assessed by the insurer. As the liabilities are settled, unamortized losses in accumulated other comprehensive income will be recognized based on the projected benefit obligations and assets measured as of the dates the settlements occur. Based on rates as of December 31, 2014, the amount of unamortized losses in other comprehensive income that would result in a one-time noncash pre-tax charge was estimated at $64.6 million. Prior to settling the liabilities, we will contribute such additional amounts (estimated to be approximately $10.3 million at as of December 31, 2014) as may be necessary to fully fund the Plan. Such contributions are expected to be made concurrent with settling the liabilities but may be made earlier at our discretion. The impact of termination is subject to rate changes at the time of settlement. This termination does not yet constitute a settlement of liability under applicable accounting guidance for pension plans. The Company anticipates the conversion to individual annuity policies along with the liability discharge to occur in the near future. The defined benefit plan is included in the accompanying table for all periods presented.

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The following are components of the net periodic benefit cost for the pension and postretirement benefit plans maintained by the Company for the three months ended March 31, 2015 and 2014:



	Pension Benefits
(in thousands)	Three months ended March 31,
(in thousands)	2015			2014
Service cost	$	55		$	43
Interest cost	1,209			1,162
Expected return on plan assets	(1,561		)	(1,905		)
Recognized net actuarial loss	370			207
Benefit cost (income)	$	73		$	(493	)



	Postretirement Benefits
(in thousands)	Three months ended March 31,
(in thousands)	2015			2014
Service cost	$	240		$	187
Interest cost	406			393
Amortization of prior service cost	(136		)	(136		)
Recognized net actuarial loss	392			229
Benefit cost	$	902		$	673

7. Income Taxes

On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes if necessary based on new information or events. The estimated annual effective tax rate is forecast based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. Additionally, the annual effective tax rate differs from the statutory U.S. Federal tax rate of 35% primarily due to the impact of state income taxes and income or losses attributable to non-controlling interests that do not impact the Company’s income tax provision.

For the quarter ended March 31, 2015, the Company recorded income tax expense of $1.1 million at an effective tax rate of 21.7%, which varied from the U.S. Federal tax rate of 35% primarily due to a 12.2% non-recurring tax benefit attributable to the accounting for the investment in a foreign affiliate. For the quarter ended March 31, 2014, the Company recorded income tax expense of $13.9 million at an effective tax rate of 34.8%.

There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2014. The Company’s consolidated Federal income tax returns for 2011 and 2012 are currently being audited by the IRS, and it is anticipated that the IRS will substantially complete its examination in 2015. The Company does not expect that the resolution of the examination will have a material effect on its effective tax rate.

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8. Accumulated Other Comprehensive Loss

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, 2015 and 2014:



Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		For the three months ended March 31, 2015
(in thousands)		Losses on Cash Flow Hedges			Foreign Currency Translation Adjustments			Investment in Debt Securities		Defined Benefit Plan Items			Total
Beginning Balance		$	(364	)	$	(4,709	)	$	126	$	(49,648	)	$	(54,595	)
	Other comprehensive income (loss) before reclassifications	58			(3,983		)	—		475			(3,450		)
	Amounts reclassified from accumulated other comprehensive loss	—			—			—		(85		)	(85		)
Net current-period other comprehensive income (loss)		58			(3,983		)	—		390			(3,535		)
Ending balance		$	(306	)	$	(8,692	)	$	126	$	(49,258	)	$	(58,130	)



Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		For the three months ended March 31, 2014
(in thousands)		Losses on Cash Flow Hedges			Foreign Currency Translation Adjustments		Investment in Debt Securities			Defined Benefit Plan Items			Total
Beginning Balance		$	(637	)	$	—	$	7,861		$	(28,405	)	$	(21,181	)
	Other comprehensive income (loss) before reclassifications	69			—		(3,232		)	272			(2,891		)
	Amounts reclassified from accumulated other comprehensive loss	—			—		—			(85		)	(85		)
Net current-period other comprehensive income (loss)		69			—		(3,232		)	187			(2,976		)
Ending balance		$	(568	)	$	—	$	4,629		$	(28,218	)	$	(24,157	)

(a) All amounts are net of tax. Amounts in parentheses indicate debits

The following tables show the reclassification adjustments from accumulated other comprehensive income to net income for the three months ended March 31, 2015 and 2014:



Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	For the three months ended March 31, 2015
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(136	)	(b)
	(136		)	Total before tax
	51			Tax expense
	$	(85	)	Net of tax

Total reclassifications for the period	$	(85	)	Net of tax

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Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	For the three months ended March 31, 2014
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(136	)	(b)
	(136		)	Total before tax
	51			Tax expense
	$	(85	)	Net of tax

Total reclassifications for the period	$	(85	)	Net of tax

(a) Amounts in parentheses indicate debits to profit/loss

(b) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (see Note 6).

9. Earnings Per Share

Unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Company’s nonvested restricted stock that was granted prior to March 2015 is considered a participating security since the share-based awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest.



(in thousands, except per common share data)	Three months ended March 31,
(in thousands, except per common share data)	2015		2014
Net income attributable to The Andersons, Inc.	$	4,097	$	22,708
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	8		104
Earnings available to common shareholders	$	4,089	$	22,604
Earnings per share – basic:
Weighted average shares outstanding – basic	28,742		28,155
Earnings per common share – basic	$	0.14	$	0.80
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,742		28,155
Effect of dilutive awards	59		69
Weighted average shares outstanding – diluted	28,801		28,224
Earnings per common share – diluted	$	0.14	$	0.80

There were no antidilutive stock-based awards outstanding at March 31, 2015 or 2014.

10. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2015, December 31, 2014 and March 31, 2014:



(in thousands)	March 31, 2015
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	1,491	$	—		$	—	$	1,491
Restricted cash	685		—			—		685
Commodity derivatives, net (a)	60,796		(31,214		)	—		29,582
Convertible preferred securities (b)	—		—			13,300		13,300
Other assets and liabilities (c)	11,583		(3,517		)	—		8,066
Total	$	74,555	$	(34,731	)	$	13,300	$	53,124

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(in thousands)	December 31, 2014
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	269	$	—		$	—	$	269
Restricted cash	429		—			—		429
Commodity derivatives, net (a)	72,868		(46,983		)	—		25,885
Convertible preferred securities (b)	—		—			13,300		13,300
Other assets and liabilities (c)	10,869		(2,666		)	—		8,203
Total	$	84,435	$	(49,649	)	$	13,300	$	48,086



(in thousands)	March 31, 2014
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	25,821	$	—		$	—	$	25,821
Restricted cash	652		—			—		652
Commodity derivatives, net (a)	82,626		5,182			—		87,808
Convertible preferred securities (b)	—		—			20,530		20,530
Other assets and liabilities (c)	10,960		(951		)	—		10,009
Total	$	120,059	$	4,231		$	20,530	$	144,820


(a)	Includes associated cash posted/received as collateral


(b)	Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets


(c)	Included in other assets and liabilities are deferred compensation assets (Level 1) and interest rate derivatives (Level 2)

Level 1 commodity derivatives reflect the fair value of the exchanged-traded futures and options contracts that the Company holds, net of the cash collateral that the Company has in its margin account.

The majority of the Company’s assets and liabilities measured at fair value are based on the market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The Company’s net commodity derivatives primarily consist of futures or options contracts via regulated exchanges and contracts with producers or customers under which the future settlement date and bushels (or gallons in the case of ethanol contracts) of commodities to be delivered (primarily wheat, corn, soybeans and ethanol) are fixed and under which the price may or may not be fixed. Depending on the specifics of the individual contracts, the fair value is derived from the futures or options prices on the CME or the New York Mercantile Exchange for similar commodities and delivery dates as well as observable quotes for local basis adjustments (the difference, which is attributable to local market conditions, between the quoted futures price and the local cash price). Because basis for a particular commodity and location typically has multiple quoted prices from other agribusinesses in the same geographical vicinity and is used as a common pricing mechanism in the Agribusiness industry, we have concluded that basis is a Level 2 fair value input for purposes of the fair value disclosure requirements related to our commodity derivatives. Although nonperformance risk, both of the Company and the counterparty, is present in each of these commodity contracts and is a component of the estimated fair values, based on the Company’s historical experience with its producers and customers and the Company’s knowledge of their businesses, the Company does not view nonperformance risk to be a material input to fair value for these commodity contracts.

The Company’s convertible preferred securities are measured at fair value using a combination of the income and market approaches on a quarterly basis. Specifically, the income approach incorporates the use of the Discounted Cash Flow method, whereas the Market Approach incorporates the use of the Guideline Public Company method. Application of the Discounted Cash Flow method requires estimating the annual cash flows that the business enterprise is expected to generate in the future. The assumptions input into this method are estimated annual cash flows for a specified estimation period, the discount rate, and the terminal value at the end of the estimation period. In the Guideline Public Company method, valuation multiples, including total invested capital, are calculated based on financial statements and stock price data from selected guideline publicly traded companies. A comparative analysis is then performed for factors including, but not limited to size, profitability and growth to determine fair value.

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A reconciliation of beginning and ending balances for the Company’s fair value measurements using Level 3 inputs is as follows:



(in thousands)	2015		2014
	Convertible Preferred Securities		Convertible Preferred Securities
Asset at January 1,	$	13,300	$	25,720
Unrealized gains (losses) included in other comprehensive income	—		(5,190		)
Asset at March 31,	13,300		20,530

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of March 31, 2015, December 31, 2014 and March 31, 2014:



Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value as of March 31, 2015		Valuation Method	Unobservable Input	Weighted Average
Convertible Preferred Securities	$	13,300	Market Approach	EBITDA Multiples	6.61
			Income Approach	Discount Rate	14.5	%



(in thousands)	Fair Value as of December 31, 2014		Valuation Method	Unobservable Input	Weighted Average
Convertible Preferred Securities	$	13,300	Market Approach	EBITDA Multiples	7.00
			Income Approach	Discount Rate	14.5	%



(in thousands)	Fair Value as of March 31, 2014		Valuation Method	Unobservable Input	Weighted Average
Convertible Preferred Securities	$	20,530	Market Approach	EBITDA Multiples	7.75
			Income Approach	Discount Rate	14.5	%

Fair Value of Financial Instruments

The fair value of the Company’s long-term debt is estimated using quoted market prices or discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. As such, the Company has concluded that the fair value of long-term debt is considered Level 2 in the fair value hierarchy.



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Fair value of long-term debt, including current maturities	$	350,684	$	382,139	$	400,495
Fair value in excess of carrying value	8,390		7,086		3,574

The fair value of the Company’s cash equivalents, accounts receivable and accounts payable approximate their carrying value as they are close to maturity.

11. Related Party Transactions

Equity Method Investments

The Company, directly or indirectly, holds investments in companies that are accounted for under the equity method. The Company’s equity in these entities is presented at cost plus its accumulated proportional share of income or loss, less any distributions it has received.

On January 22, 2014, the Company entered into an agreement with Lansing Trade Group, LLC ("LTG") for a partial redemption of the Company's investment in LTG for $60 million. At the time of redemption, the Company's interest in LTG reduced from approximately 47.5 percent to approximately 39.2 percent on a fully diluted basis. A portion of the proceeds ($28.5 million) was considered a distribution of earnings and reduced the Company's cost basis in LTG. The difference between the remaining proceeds of $31.5 million and the new cost basis of the shares sold, net of deal costs, resulted in a book gain of $17.1 million ($10.7 million after tax). This gain was recorded in Other income.

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The following table presents the Company’s investment balance in each of its equity method investees by entity:



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
The Andersons Albion Ethanol LLC	$	28,726	$	27,824	$	31,867
The Andersons Clymers Ethanol LLC	36,063		37,624		40,412
The Andersons Marathon Ethanol LLC	31,869		31,537		45,946
Lansing Trade Group, LLC	78,594		78,696		60,837
Thompsons Limited (a)	44,224		48,455		49,520
Other	2,606		2,721		3,814
Total	$	222,082	$	226,857	$	232,396

(a) Thompsons Limited and related U.S. operating company held by joint ventures

The Company holds a majority interest (66%) in The Andersons Ethanol Investment LLC (“TAEI”). This consolidated entity holds a 50% interest in The Andersons Marathon Ethanol LLC (“TAME”). The noncontrolling interest in TAEI is attributed 34% of the gains and losses of TAME recorded by the Company in its equity in earnings of affiliates.

The following table summarizes income earned from the Company’s equity method investments by entity:



	% ownership at March 31, 2015	Three months ended March 31,
(in thousands)	% ownership at March 31, 2015	2015			2014
The Andersons Albion Ethanol LLC	53%	$	1,091		$	4,943
The Andersons Clymers Ethanol LLC	38%	288			5,539
The Andersons Marathon Ethanol LLC	50%	333			8,135
Lansing Trade Group, LLC	40% (a)	2,410			2,221
Thompsons Limited (b)	50%	(861		)	(313		)
Other	5%-34%	—			(24		)
Total		$	3,261		$	20,501

(a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 1.5%

(b) Thompsons Limited and related U.S. operating company held by joint ventures

Total distributions received from unconsolidated affiliates were $4.6 million and $65.6 million for the three months ended March 31, 2015 and 2014, respectively.

In the first quarter of 2015, LTG and The Andersons Albion Ethanol LLC qualified as significant equity investees of the Company under the income test. The following table presents combined summarized unaudited financial information of these investments for the three months ended March 31, 2015 and 2014:



	Three months ended March 31,
(in thousands)	2015		2014
Sales	$	1,699,063	$	1,944,106
Gross Profit	47,659		41,124
Income before income taxes	10,586		17,314
Net income	9,345		14,885
Net income attributable to the entities	8,343		14,632

Investment in Debt Securities

The Company owns 100% of the cumulative convertible preferred shares of Iowa Northern Railway Corporation (“IANR”), which operates a short-line railroad in Iowa. As a result of this investment, the Company has a 49.9% voting interest in IANR, with the remaining 50.1% voting interest held by the common shareholders. The preferred shares have certain rights associated with them, including voting, dividends, liquidation preference, redemption and conversion rights. Dividends accrue to the Company at a rate of 14% annually whether or not declared by IANR and are cumulative in nature. The Company can convert its preferred shares into common shares of IANR at any time, but the shares cannot be redeemed until May 2015. This

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investment is accounted for as “available-for-sale” debt securities in accordance with ASC 320 and is carried at estimated fair value in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheet. The estimated fair value of the Company’s investment in IANR as of March 31, 2015 was $13.3 million. See Footnote 10 for additional discussion on the change in the investment value.

The Company’s current maximum exposure to loss related to IANR is $21.6 million, which represents the Company’s investment at fair value plus unpaid accrued dividends of $8.3 million as of March 31, 2015. The Company does not have any obligations or commitments to provide additional financial support to IANR.

Related Party Transactions

In the ordinary course of business, the Company will enter into related party transactions with each of the investments described above, along with other related parties. The following table sets forth the related party transactions entered into for the time periods presented:



	Three months ended March 31,
(in thousands)	2015		2014
Sales revenues	$	149,472	$	221,994
Service fee revenues (a)	4,925		5,638
Purchases of product	102,795		155,015
Lease income (b)	1,663		1,664
Labor and benefits reimbursement (c)	3,032		2,868
Other expenses (d)	338		486


(a)	Service fee revenues include management fees, corn origination fees, ethanol and DDG marketing fees, and other commissions.


(b)	Lease income includes the lease of the Company’s Albion, Michigan and Clymers, Indiana grain facilities as well as certain railcars to the various ethanol LLCs and IANR.


(c)	The Company provides all operational labor to the unconsolidated ethanol LLCs and charges them an amount equal to the Company’s costs of the related services.


(d)	Other expenses include payments to IANR for repair facility rent and use of their railroad reporting mark, payment to LTG for the lease of railcars and other various expenses.



(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Accounts receivable (e)	$	13,507	$	25,049	$	30,609
Accounts payable (f)	12,911		17,687		24,454


(e)	Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.


(f)	Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.

For the quarters ended March 31, 2015 and 2014, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $101.8 million and $144.3 million, respectively. For the quarters ended March 31, 2015 and 2014, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs under these agreements were $96.7 million and $117.2 million, respectively.

From time to time, the Company enters into derivative contracts with certain of its related parties for the purchase and sale of corn and ethanol, for similar price risk mitigation purposes and on similar terms as the purchase and sale of derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties for as of March 31, 2015, December 31, 2014 and March 31, 2014 was $2.4 million, $1.4 million and $24.0 million, respectively. The fair value of derivative contract liabilities with related parties as of March 31, 2015, December 31, 2014 and March 31, 2014 was $0.3 million, $3.8 million and $10.3 million, respectively.

12. Segment Information

The Company’s operations include five reportable business segments that are distinguished primarily on the basis of products and services offered. The Grain business includes grain merchandising, the operation of terminal grain elevator facilities and the investments in LTG and the Thompsons Limited joint ventures. The Ethanol business purchases and sells ethanol and also manages the ethanol production facilities organized as limited liability companies, one is consolidated and three are investments accounted for under the equity method. There are various service contracts for these investments. Rail operations

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include the leasing, marketing and fleet management of railcars and other assets, railcar repair and metal fabrication. The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers, along with other turf care and corncob-based products. The Retail business operates large retail stores, a specialty food market, a distribution center and a lawn and garden equipment sales and service facility. Included in “Other” are the corporate level amounts not attributed to an operating segment.

In the first quarter of 2015, the Plant Nutrient Group merged with the Turf & Specialty Group, as announced in the fourth quarter of 2014. Management has adjusted its internal reporting structure to reflect this organizational change and the result of this merger is one reportable business segment, referred to as the Plant Nutrient Group. All prior periods have been restated to reflect this change.

The segment information below includes the allocation of expenses shared by one or more operating segments. Although management believes such allocations are reasonable, the operating information does not necessarily reflect how such data might appear if the segments were operated as separate businesses. Inter-segment sales are made at prices comparable to normal, unaffiliated customer sales. The Company does not have any customers who represent 10 percent or more of total revenues.



	Three months ended March 31,
(in thousands)	2015		2014
Revenues from external customers
Grain	$	585,162	$	583,159
Ethanol	138,180		188,820
Plant Nutrient	153,951		151,355
Rail	44,216		52,302
Retail	28,581		27,658
Total	$	950,090	$	1,003,294



	Three months ended March 31,
(in thousands)	2015		2014
Inter-segment sales
Grain	$	1,689	$	—
Plant Nutrient	317		289
Rail	181		109
Total	$	2,187	$	398



	Three months ended March 31,
(in thousands)	2015			2014
Income (loss) before income taxes
Grain	$	743		$	11,306
Ethanol	5,280			19,824
Plant Nutrient	424			(36		)
Rail	10,313			15,045
Retail	(2,183		)	(2,335		)
Other	(9,387		)	(7,224		)
Noncontrolling interests	(152		)	3,321
Total	$	5,038		$	39,901

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(in thousands)	March 31, 2015		December 31, 2014		March 31, 2014
Identifiable assets
Grain	$	1,022,753	$	1,137,437	$	979,608
Ethanol	200,095		197,888		224,931
Plant Nutrient	496,906		433,013		421,757
Rail