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 ~~June 30, 2017~~March 31, 2018



¨	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.)



1947 Briarfield Boulevard, 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,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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~~28.3 million common shares outstanding, no par value, at ~~July 28, 2017.~~April 27, 2018.

THE ANDERSONS, INC.

INDEX



	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017	3
Condensed Consolidated Statements of Operations – Three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~	5
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~	6
Condensed Consolidated Statements of Cash Flows – ~~Six~~Three months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~	7
Condensed Consolidated Statements of Equity – ~~Six~~Three months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3032
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4240
Item 4. Controls and Procedures	4240
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4341
Item 1A. Risk Factors	4341
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4341
Item 6. Exhibits	4442

Part I. Financial Information

Item 1. Financial Statements

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

	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	18,934	$	62,630	$	31,383	$	31,497	$	34,919	$	29,645
Restricted cash	1,033		471		987		—		—		752
Accounts receivable, net	186,331		194,698		212,588		216,021		183,238		190,628
Inventories (Note 2)	463,205		682,747		486,236		731,629		648,703		641,294
Commodity derivative assets – current (Note 5)	11,619		45,447		115,924		43,810		30,702		48,049
Other current assets	59,873		72,133		48,754		57,147		63,790		83,623
Assets held for sale (Note 16)	10,028		—		—
Assets held for sale							57,775		37,859		—
Total current assets	751,023		1,058,126		895,872		1,137,879		999,211		993,991
Other assets:
Commodity derivative assets – noncurrent (Note 5)	1,191		100		1,934		1,739		310		339
Goodwill (Note 17)	23,105		63,934		63,934
Goodwill							6,024		6,024		63,934
Other intangible assets, net	113,492		106,100		113,245		108,855		112,893		103,057
Other assets, net	8,686		10,411		6,549		28,566		12,557		8,108
Equity method investments	215,794		216,931		238,478		224,449		223,239		208,993
	362,268		397,476		424,140		369,633		355,023		384,431
Rail Group assets leased to others, net (Note 3)	375,092		327,195		340,136		462,253		423,443		342,936
Property, plant and equipment, net (Note 3)	423,042		450,052		447,267		393,763		384,677		440,395
Total assets	$	1,911,425	$	2,232,849	$	2,107,415	$	2,363,528	$	2,162,354	$	2,161,753

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

	June 30, 2017			December 31, 2016			June 30, 2016			March 31, 2018			December 31, 2017			March 31, 2017
Liabilities and equity
Current liabilities:
Short-term debt (Note 4)	$	124,000		$	29,000		$	179,404		$	489,000		$	22,000		$	255,000
Trade and other payables	267,194			581,826			302,413			263,519			503,571			276,834
Customer prepayments and deferred revenue	15,113			48,590			18,252			81,778			59,710			81,628
Commodity derivative liabilities – current (Note 5)	18,104			23,167			43,183			15,424			29,651			29,914
Accrued expenses and other current liabilities	69,256			69,648			71,169			60,095			69,579			65,952
Current maturities of long-term debt (Note 4)	62,482			47,545			53,720			14,134			54,205			56,144
Total current liabilities	556,149			799,776			668,141			923,950			738,716			765,472
Other long-term liabilities	34,441			27,833			30,430			31,536			33,129			36,125
Commodity derivative liabilities – noncurrent (Note 5)	334			339			2,182			1,414			825			450
Employee benefit plan obligations	36,837			35,026			44,902			26,310			26,716			34,832
Long-term debt, less current maturities (Note 4)	354,066			397,065			398,746			438,628			418,339			365,971
Deferred income taxes	181,806			182,113			179,911			118,933			121,730			181,541
Total liabilities	1,163,633			1,442,152			1,324,312			1,540,771			1,339,455			1,384,391
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 14)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 6/30/2017, 12/31/16 and 6/30/2016)	96			96			96
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 3/31/2018, 12/31/17 and 3/31/2017)										96			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—			—			—			—
Additional paid-in-capital	222,261			222,910			219,489			221,990			224,622			220,366
Treasury shares, at cost (1,080, 1,201 and 1,190 shares at 6/30/2017, 12/31/16 and 6/30/2016, respectively)	(40,945		)	(45,383		)	(44,970		)
Treasury shares, at cost (955, 1,063 and 1,074 shares at 3/31/2018, 12/31/17 and 3/31/2017, respectively)										(36,028		)	(40,312		)	(40,727		)
Accumulated other comprehensive loss	(11,993		)	(12,468		)	(17,094		)	(3,988		)	(2,700		)	(11,964		)
Retained earnings	570,406			609,206			606,177			618,572			633,496			601,560
Total shareholders’ equity of The Andersons, Inc.	739,825			774,361			763,698			800,642			815,202			769,331
Noncontrolling interests	7,967			16,336			19,405			22,115			7,697			8,031
Total equity	747,792			790,697			783,103			822,757			822,899			777,362
Total liabilities and equity	$	1,911,425		$	2,232,849		$	2,107,415		$	2,363,528		$	2,162,354		$	2,161,753

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Operations

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


	Three months ended June 30,					Six months ended June 30,						Three months ended March 31,
	2017			2016		2017			2016			2018			2017
Sales and merchandising revenues	$	993,662		$	1,064,244	$	1,845,678		$	1,952,123		$	635,739		$	852,016
Cost of sales and merchandising revenues	905,828			967,202		1,681,386			1,787,326			572,034			775,558
Gross profit	87,834			97,042		164,292			164,797			63,705			76,458
Operating, administrative and general expenses	69,928			75,405		151,875			155,286			64,257			81,545
Goodwill impairment	42,000			—		42,000			—
Interest expense	5,988			6,554		12,088			13,605			6,999			6,100
Other income (loss):
Equity in earnings (losses) of affiliates, net	6,385			2,344		4,507			(4,633		)
Other income:
Equity in earnings (loss) of affiliates, net												3,573			(1,878		)
Other income, net	4,632			5,682		12,529			8,928			1,686			7,495
Income (loss) before income taxes	(19,065		)	23,109		(24,635		)	201			(2,292		)	(5,570		)
Income tax provision (benefit)	7,652			7,668		5,117			382			(310		)	(2,535		)
Net income (loss)	(26,717		)	15,441		(29,752		)	(181		)	(1,982		)	(3,035		)
Net income (loss) attributable to the noncontrolling interests	(64		)	1,018		(10		)	92			(282		)	54
Net income (loss) attributable to The Andersons, Inc.	$	(26,653	)	$	14,423	$	(29,742	)	$	(273	)	$	(1,700	)	$	(3,089	)
Per common share:
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.94	)	$	0.51	$	(1.05	)	$	(0.01	)	$	(0.06	)	$	(0.11	)
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.94	)	$	0.51	$	(1.05	)	$	(0.01	)	$	(0.06	)	$	(0.11	)
Dividends declared	$	0.160		$	0.155	$	0.320		$	0.310		$	0.165		$	0.160

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)(In thousands)


	Three months ended June 30,					Six months ended June 30,						Three months ended March 31,
	2017			2016		2017			2016			2018			2017
Net income (loss)	$	(26,717	)	$	15,441	$	(29,752	)	$	(181	)	$	(1,982	)	$	(3,035	)
Other comprehensive income (loss), net of tax:
Change in fair value of debt securities (net of income tax of $0, $0, $0 and $74)	—			—		—			(126		)
Change in unrecognized actuarial loss and prior service cost (net of income tax of $(628), $653, $(635) and $663 - Note 8)	(988		)	1,121		(998		)	1,294
Foreign currency translation adjustments (net of income tax of $0, $0, $0 and $0)	959			52		1,473			2,557
Cash flow hedge activity (net of income tax of $0, $36, $0, and $72)	—			60		—			120
Change in fair value of convertible preferred securities (net of income tax of $(87) and $0)												(87		)	—
Change in unrecognized actuarial loss and prior service cost (net of income tax of $15 and $7)												(51		)	(10		)
Foreign currency translation adjustments (net of income tax of $0 and $0)												(1,150		)	514
Other comprehensive income (loss)	(29		)	1,233		475			3,845			(1,288		)	504
Comprehensive income (loss)	(26,746		)	16,674		(29,277		)	3,664			(3,270		)	(2,531		)
Comprehensive income (loss) attributable to the noncontrolling interests	(64		)	1,018		(10		)	92			(282		)	54
Comprehensive income (loss) attributable to The Andersons, Inc.	$	(26,682	)	$	15,656	$	(29,267	)	$	3,572		$	(2,988	)	$	(2,585	)

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)


	Six months ended June 30,						Three months ended March 31,
	2017			2016			2018			2017
Operating Activities
Net income (loss)	$	(29,752	)	$	(181	)	$	(1,982	)	$	(3,035	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	42,878			41,379			22,679			21,003
Bad debt expense	839			491
Bad debt expense (recovery)							(531		)	629
Equity in (earnings) losses of affiliates, net of dividends	(3,793		)	7,181			(2,360		)	1,931
Gains on sale of facilities and investments in affiliates	(4,701		)	(685		)
Gains on sale of Rail Group assets and related leases	(4,984		)	(4,725		)	(2,280		)	(3,609		)
Deferred income taxes	(628		)	(1,601		)
(Gain) loss on sale of assets							277			(4,698		)
Stock-based compensation expense	2,935			3,696			1,268			1,220
Goodwill impairment expense	42,000			—
Other	(2,339		)	234			(70		)	(725		)
Changes in operating assets and liabilities:
Accounts receivable	13,086			(43,650		)	(30,730		)	7,563
Inventories	213,064			224,368			(85,262		)	33,456
Commodity derivatives	27,670			(60,443		)	(45,775		)	4,017
Other assets	10,629			35,612			1,134			(9,375		)
Payables and other accrued expenses	(352,133		)	(396,037		)	(235,075		)	(277,612		)
Net cash provided by (used in) operating activities	(45,229		)	(194,361		)	(378,707		)	(229,235		)
Investing Activities
Acquisition of business, net of cash acquired	(3,507		)	—
Purchases of Rail Group assets	(66,506		)	(27,504		)	(29,516		)	(25,074		)
Proceeds from sale of Rail Group assets	9,390			10,397			14,575			5,621
Purchases of property, plant and equipment and capitalized software	(15,976		)	(34,443		)	(29,414		)	(5,608		)
Proceeds from sale of property, plant and equipment	646			173
Proceeds from returns of investments in affiliates	—			15,013
Proceeds from sale of facilities and investments	13,788			54,330
Proceeds from sale of assets							6			13,912
Purchase of investments	(2,429		)	(2,523		)	—			(1,817		)
Other	437			(538		)	—			(281		)
Net cash provided by (used in) investing activities	(64,157		)	14,905			(44,349		)	(13,247		)
Financing Activities
Net change in short-term borrowings	93,941			164,000			467,000			226,000
Proceeds from issuance of long-term debt	15,175			77,564			50,000			15,175
Proceeds from long-term financing arrangement	10,396			—			—			10,396
Payments of long-term debt	(42,849		)	(85,177		)	(106,515		)	(37,852		)
Proceeds from noncontrolling interest owner							14,700			—
Proceeds from sale of treasury shares to employees and directors	473			1,282			—			511
Payments of debt issuance costs	(2,024		)	(309		)	(787		)	(33		)
Dividends paid	(8,984		)	(8,679		)	(4,650		)	(4,483		)
Other	(438		)	(1,592		)	(114		)	(217		)
Net cash provided by (used in) financing activities	65,690			147,089			419,634			209,497
Decrease in cash and cash equivalents	(43,696		)	(32,367		)	(3,422		)	(32,985		)
Cash and cash equivalents at beginning of period	62,630			63,750			34,919			62,630
Cash and cash equivalents at end of period	$	18,934		$	31,383		$	31,497		$	29,645

See Notes to Condensed Consolidated Financial Statements

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, 2015	$	96	$	222,848		$	(52,902	)	$	(20,939	)	$	615,151		$	19,485		$	783,739
Net income (loss)												(273		)	92			(181		)
Other comprehensive income (loss)									3,845									3,845
Other change in noncontrolling interest															(172		)	(172		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $424 (207 shares)			(3,379		)	7,932												4,553
Dividends declared ($0.31 per common share)												(8,681		)				(8,681		)
Restricted share award dividend equivalents			20									(20		)				—
Balance at June 30, 2016	$	96	$	219,489		$	(44,970	)	$	(17,094	)	$	606,177		$	19,405		$	783,103
																					Common Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2016	$	96	$	222,910		$	(45,383	)	$	(12,468	)	$	609,206		$	16,336		$	790,697		$	96	$	222,910		$	(45,383	)	$	(12,468	)	$	609,206		$	16,336		$	790,697
Net income (loss)												(29,742		)	(10		)	(29,752		)												(3,089		)	54			(3,035		)
Other comprehensive income (loss)									475									475											504									504
Other change in noncontrolling interest															(8,359		)	(8,359		)															(8,359		)	(8,359		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (122 shares)			(654		)	4,386												3,732
Dividends declared ($0.32 per common share)												(9,001		)				(9,001		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (126 shares)																							(2,549		)	4,604												2,055
Dividends declared ($0.16 per common share)																																(4,500		)				(4,500		)
Restricted share award dividend equivalents			5			52						(57		)				—					5			52						(57		)				—
Balance at June 30, 2017	$	96	$	222,261		$	(40,945	)	$	(11,993	)	$	570,406		$	7,967		$	747,792
Balance at March 31, 2017																					$	96	$	220,366		$	(40,727	)	$	(11,964	)	$	601,560		$	8,031		$	777,362

Balance at December 31, 2017																					$	96	$	224,622		$	(40,312	)	$	(2,700	)	$	633,496		$	7,697		$	822,899
Net income (loss)																																(1,700		)	(282		)	(1,982		)
Other comprehensive income (loss)																													(1,288		)							(1,288		)
Cash received from noncontrolling interest																																			14,700			14,700
Adoption of accounting standard, net of income tax of $2,869																																(8,441		)				(8,441		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(0) (105 shares)																							(2,632		)	4,164												1,532
Dividends declared ($0.165 per common share)																																(4,663		)				(4,663		)
Restricted share award dividend equivalents																										120						(120		)				—
Balance at March 31, 2018																					$	96	$	221,990		$	(36,028	)	$	(3,988	)	$	618,572		$	22,115		$	822,757

See Notes to Condensed Consolidated Financial Statements

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 the 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, ~~2017.~~2018. An unaudited Condensed Consolidated Balance Sheet as of ~~June 30, 2016~~March 31, 2017 has been included as the Company operates in several seasonal industries. Certain prior year amounts within the operating and investing activities sections of the statements of cash flows have been reclassified to conform to current year presentation.

The Condensed Consolidated Balance Sheet data at December 31, ~~2016~~2017 was derived from the audited Consolidated Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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, ~~2016~~2017 (the ~~“2016~~“2017 Form 10-K”).

New Accounting Standards

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue ~~From~~from Contracts ~~With Customers.~~with Customers (ASC 606). The FASB issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10 ASU 2016-12 and ASU 2016-20, respectively. The core principle of the new revenue ~~model~~standard 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. ~~These standards are effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted.~~ The Company ~~plans on~~adopted the standard in the current period using the modified retrospective ~~method~~method. As a result of the adoption we recognized a cumulative catch-up transition adjustment in beginning retained earnings at January 1, 2018 for non-recourse financing transactions that were open as of December 31, 2017. This resulted in a $25.6 million increase in Rail Group net assets, $34.0 million increase in financing liabilities and ~~does not plan~~deferred tax liabilities and $8.4 million decrease to ~~early adopt.~~

~~While we are still continuing to evaluate the potential future impact of these standards on our financial statements, we believe the following items may be impacted upon adoption:~~

~~- Methodology~~retained earnings. See Note 7 for ~~recognizing certain fee-based arrangements within our Grain and Ethanol segments;~~

~~- Determination of whether we are the principal or agent for certain revenue streams within several of our segments;~~

~~- Methodology for recognizing gains on certain sale transactions within our Rail segment.~~

Our evaluation of these standards, which includes reviewing representative samples of customer contracts, considers the amount and timing of revenues recognized, financial statement presentation, and required disclosures.further detail.

Leasing

In February 2016, the FASB issued ASU No. 2016-02, Leases ~~(Topic~~(ASC 842). ~~ASU 2016-02~~ASC 842 supersedes the current accounting for leases. The new standard, while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (ii) eliminates current real estate specific lease provisions, (iii) modifies the lease classification criteria and (iv) aligns many of the underlying lessor model principles with those in the new revenue standard. ~~ASU 2016-02~~ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within. Early adoption is permitted, however the Company does not plan to early adopt. ~~Entities are required to use a~~The new standard is effective for the Company beginning January 1, 2019 and must be adopted using either the modified retrospective approach, ~~when transitioning to ASU 2016-02 for leases that exist as~~which requires application of ~~or are entered into after~~the new guidance at the beginning of the earliest comparative period presented inor the ~~financial statements.~~optional alternative approach, which requires application of the new guidance at the beginning of the standard’s effective date.

The Company expects this standard to have the effect of bringing ~~substantially all of the~~certain off balance-sheet rail assets ~~currently in nonrecourse financing deals noted in Item 2 of Form 10-Q~~ onto the balance sheet along with a corresponding liability for the

associated obligations. Additionally, we have other arrangements currently classified as operating leases which will be recorded as a right of use asset and corresponding liability on the balance sheet. ~~The magnitude of~~We are currently evaluating the impact these ~~items is substantially less than the rail assets that~~changes will ~~be recorded~~have on the ~~balance sheet. We expect any impact to the statement of operations to be minimal post adoption.~~Consolidated Financial Statements.

Other applicable standards

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. This guidance is effective for fiscal years beginning after December 15, 2018. We have evaluated the impact of this new standard on our consolidated financial statements and do not expect the impact to be material. Early adoption is permitted, however the Company has not chosen to do so at this time.

In August 2017, the FASB issued ASU 2017-12 Targeted Improvements to Accounting for Hedging Activities. This standard simplifies the recognition and presentation of changes in the fair value of hedging instruments. The ASU is effective for annual periods beginning December 15, 2018. Early adoption is permitted, and the Company plans to adopt this standard in the second quarter of 2018. The Company does not expect the impact from adoption of this standard to be material to its Consolidated Financial Statements and disclosures.

In May 2017, the FASB issued ~~Accounting Standards Update No.~~ASU 2017-09 ~~Compensation—Stock~~Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This standard states that if the vesting conditions, fair value, and classification of the awards are the same immediately before and after the modification an entity would not apply modification ~~accounting~~.accounting. The ~~ASU is effective for annual periods beginning after December 15, 2017. Early adoption is permitted, however~~Company has adopted this standard in the current period noting no impact as the Company has not ~~chosen~~made any modifications to ~~do so at this time. The Company does not expect the impact from adoption of this standard to be material.~~our stock compensation awards.

In March 2017, the FASB issued ~~Accounting Standards Update No.~~ASU 2017-07 ~~Compensation—Retirement~~Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This standard requires that the service cost component be reported in the same line item as other compensation costs arising from services rendered by the employees during the period. The other components of net benefit costs should be presented in the income statement separately from the service cost component and outside of income from operations if that subtotal is presented. The ~~ASU is effective for annual periods beginning after December 15, 2017. The~~ Company ~~is currently evaluating the impact this standard will have on its Consolidated Financial Statements and disclosures.~~

In January 2017, the FASB issued ASU No. 2017-04 Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The ASU is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted, and the Company elected to implementhas adopted this standard in the current ~~quarter.~~period and prior periods have been recast to reflect this change.

In August 2016, the FASB issued ASU ~~No.~~ 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how companies present and classify certain cash receipts and payments in the statement of cash flows. The Company has adopted this standard in the current period noting the impact is effective for annual and interim periods beginning after December 15, 2017. At adoption, the Company will elect to continue classifying distributions from equity method investments using the cumulative earnings approach which is consistent with current practice.immaterial.

In June 2016, the FASB issued ASU ~~No.~~ 2016-13, Measurement of Credit Losses on Financial Instruments. This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. This includes allowances for trade receivables. The Company has not historically incurred significant credit losses and does not currently anticipate circumstances that would lead to a CECL approach differing from the Company's existing allowance estimates in a material way. The guidance is effective for fiscal years beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted, however the Company does not plan to do so.

In January 2016, the FASB issued ~~Accounting Standards Update No.~~ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The FASB issued subsequent amendments to the initial guidance in February 2018 and March 2018 within ASU 2018-03 and ASU 2018-04, respectively. This standard provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. ~~This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted.~~ The Company ~~does not expect~~has adopted this standard in the current period noting the impact ~~from adoption of this standard to be material to currently held financial assets and liabilities.~~is immaterial.

2. Inventories

Major classes of inventories are as follows:


(in thousands)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Grain	$	373,863	$	495,139	$	348,757	$	541,272	$	505,217	$	443,870
Ethanol and co-products	14,041		10,887		15,298		14,320		11,003		15,549
Plant nutrients and cob products	69,365		150,259		91,227		170,748		126,962		165,584
Retail merchandise	906		20,678		25,161		—		—		11,082
Railcar repair parts	5,030		5,784		5,793		5,289		5,521		5,209
	$	463,205	$	682,747	$	486,236	$	731,629	$	648,703	$	641,294

Inventories on the Condensed Consolidated Balance Sheets at ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017 do not include ~~0.8~~0.7 million, ~~0.9~~1.0 million and ~~4.0~~2.7 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, net are as follows:


(in thousands)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Land	$	23,566	$	30,672	$	28,472	$	29,915	$	22,388	$	29,331
Land improvements and leasehold improvements	71,236		79,631		77,849		69,320		69,127		78,798
Buildings and storage facilities	298,077		322,856		290,528		285,084		284,820		321,344
Machinery and equipment	382,321		392,418		374,107		377,563		373,127		388,230
Construction in progress	7,372		12,784		51,672		15,116		7,502		13,113
	782,572		838,361		822,628		776,998		756,964		830,816
Less: accumulated depreciation	359,530		388,309		375,361		383,235		372,287		390,421
	$	423,042	$	450,052	$	447,267	$	393,763	$	384,677	$	440,395

Depreciation expense on property, plant and equipment was ~~$24.1~~$11.6 million and ~~$23.8 million for the six months ended June 30, 2017 and 2016, respectively.Additionally, depreciation expense on property, plant and equipment was $12.0 million and $11.6~~$12.1 million for the three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively.

In December ~~2016,~~2017, the Company recorded charges totaling ~~$6.0~~$10.9 million for impairment of property, plant and equipment in the ~~Retail business. This does not include $0.5~~Grain segment, of which $5.6 million ~~of impairment charges~~relates to assets that are deemed held and used and $5.3 million related to ~~software.~~assets that have been reclassified as assets held for sale at December 31, 2017. The Company wrote down the value of these assets to the extent their carrying amounts exceeded fair value. The Company classified the significant assumptions used to determine the fair value of the impaired assets as Level 3 inputs in the fair value hierarchy.

~~In December 2016, the Company also recorded charges totaling $2.3 million for impairment of property, plant and equipment in the Plant Nutrient segment due to the closing of a cob facility.~~

Rail Group Assets

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


(in thousands)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Rail Group assets leased to others	$	482,524	$	431,571	$	442,239	$	577,678	$	531,391	$	448,761
Less: accumulated depreciation	107,432		104,376		102,103		115,425		107,948		105,825
	$	375,092	$	327,195	$	340,136	$	462,253	$	423,443	$	342,936

Depreciation expense on Rail Group assets leased to others amounted to ~~$9.7 million and $9.3 million for the six months ended June 30, 2017 and 2016, respectively. Additionally, depreciation expense on Rail Group assets leased to others amounted to $5.0~~$6.2 million and $4.7 million for the three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively.

4. Debt

~~On April 13, 2017, the~~

The Company ~~amended its~~has a line of credit agreement with a syndicate of banks. The ~~amended~~ agreement provides for a credit facility in the amount of $800 million. Total borrowing capacity for the Company under all lines of credit is currently at ~~$820.0~~$950.0 million, including ~~$20.0~~subsidiary debt that is non-recourse to the Company of $15.0 million ~~of debt of~~for The Andersons Denison Ethanol LLC ("TADE"), ~~which is non-recourse to the Company.~~$70 million for ELEMENT LLC and $65 million for The Andersons Railcar Leasing Company LLC. At ~~June 30, 2017,~~March 31, 2018, the Company had a total of ~~$633.5~~$338.3 million available for borrowing under its lines of credit. The Company's 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 ~~June 30, 2017.~~March 31, 2018.

ELEMENT, LLC, a consolidated subsidiary of the Company, entered into a financing agreement during the first quarter. This agreement provides a construction loan of up to $70.0 million. Upon project completion, the agreement provides the opportunity for the Company to convert the construction loan to a term loan of up to $50.0 million and a revolving term loan of up to $20.0 million. The maturity date of the credit agreement is March 2, 2025. During the construction period, borrowings under the credit agreement bear interest at variable interest rates, which are based off LIBOR plus an applicable spread. Upon

conversion of the construction loan to a term loan, the Company will have the option of fixing the interest on portions of the loans, or continuing at the previously described variable interest rates. There are no outstanding borrowings under this agreement as of March 31, 2018. The agreements include both financial and non-financial covenants that ELEMENT LLC, among other things, is required at a minimum to maintain various working capital levels and debt service coverage ratios based on project milestones as well as a minimum owner's equity level.

The Andersons Railcar Leasing Company LLC, a consolidated subsidiary of the Company, entered into a revolving asset based loan agreement on March 22, 2018 that provides for a credit facility in the amount of $65 million. The maturity date of the loan agreement is March 23, 2021. Borrowings under the agreement bear interest at market driven, variable interest rates which was 3.88% as of March 31, 2018 The agreement includes both financial and non-financial covenants, including maintaining certain leverage and interest coverage ratios, tangible net worth and utilization levels. There are $40.0 million of outstanding borrowings under this agreement as of March 31, 2018, the proceeds of which were used to pay down outstanding balances of the Company's primary credit facility agreement.

The Company’s short-term and long-term debt at ~~June 30, 2017~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017 consisted of the following:


(in thousands)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Short-term Debt – Non-Recourse	$	—	$	—	$	—	$	—	$	—	$	—
Short-term Debt - Recourse	$	124,000	$	29,000	$	179,404
Short-term Debt – Recourse							489,000		22,000		255,000
Total Short-term Debt	124,000		29,000		179,404		$	489,000	$	22,000	$	255,000

Current Maturities of Long-term Debt – Non-Recourse	—		—		—		$	2,922	$	—	$	—
Current Maturities of Long-term Debt – Recourse	62,482		47,545		53,720		11,212		54,205		56,144
Total Current Maturities of Long-term Debt	62,482		47,545		53,720		$	14,134	$	54,205	$	56,144

Long-term Debt, Less: Current Maturities – Non-Recourse	—		—		—		$	72,977	$	—	$	—
Long-term Debt, Less: Current Maturities – Recourse	354,066		397,065		398,746		365,651		418,339		365,971
Total Long-term Debt, Less: Current Maturities	$	354,066	$	397,065	$	398,746	$	438,628	$	418,339	$	365,971

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. These contracts are primarily traded via the regulated ~~Chicago Mercantile Exchange ("CME").~~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 cost of 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 ~~futures,~~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 ~~futures,~~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.

The following table presents at ~~June 30, 2017~~, March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~,March 31, 2017, 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:


	June 30, 2017					December 31, 2016				June 30, 2016					March 31, 2018					December 31, 2017				March 31, 2017
(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			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)	$	15,452		$	—	$	28,273	$	—	$	38,252	$	(480	)	$	54,762		$	—	$	1,351	$	—	$	(2,769	)	$	—
Fair value of derivatives	(12,835		)	—		1,599		—		13,491		1,480			(18,874		)	—		17,252		—		32,310			—
Balance at end of period	$	2,617		$	—	$	29,872	$	—	$	51,743	$	1,000		$	35,888		$	—	$	18,603	$	—	$	29,541		$	—

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


	June 30, 2017															March 31, 2018
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total			Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	26,101		$	1,201		$	4,404		$	2		$	31,708		$	29,861		$	1,851		$	3,115		$	47		$	34,874
Commodity derivative liabilities	(29,934		)	(10		)	(22,508		)	(336		)	(52,788		)	(40,813		)	(112		)	(18,539		)	(1,461		)	(60,925		)
Cash collateral	15,452			—			—			—			15,452			54,762			—			—			—			54,762
Balance sheet line item totals	$	11,619		$	1,191		$	(18,104	)	$	(334	)	$	(5,628	)	$	43,810		$	1,739		$	(15,424	)	$	(1,414	)	$	28,711


	December 31, 2016															December 31, 2017
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total			Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	36,146		$	140		$	1,447		$	6		$	37,739		$	36,929		$	311		$	489		$	1		$	37,730
Commodity derivative liabilities	(18,972		)	(40		)	(24,614		)	(345		)	(43,971		)	(7,578		)	(1		)	(30,140		)	(826		)	(38,545		)
Cash collateral	28,273			—			—			—			28,273			1,351			—			—			—			1,351
Balance sheet line item totals	$	45,447		$	100		$	(23,167	)	$	(339	)	$	22,041		$	30,702		$	310		$	(29,651	)	$	(825	)	$	536


	June 30, 2016															March 31, 2017
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total			Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	134,504		$	2,095		$	5,925		$	84		$	142,608		$	57,499		$	341		$	554		$	3		$	58,397
Commodity derivative liabilities	(56,832		)	(161		)	(48,628		)	(2,266		)	(107,887		)	(6,681		)	(2		)	(30,468		)	(453		)	(37,604		)
Cash collateral	38,252			—			(480		)	—			37,772			(2,769		)	—			—			—			(2,769		)
Balance sheet line item totals	$	115,924		$	1,934		$	(43,183	)	$	(2,182	)	$	72,493		$	48,049		$	339		$	(29,914	)	$	(450	)	$	18,024

The net pre-tax gains and losses on commodity derivatives not designated as hedging instruments included in the Company’s Condensed Consolidated Statements of Operations and the line items in which they are located for the three months ended March 31, 2018 and 2017 are as follows:


	Three months ended June 30,					Six months ended June 30,					Three months ended March 31,
(in thousands)	2017			2016		2017			2016		2018			2017
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues	$	(41,873	)	$	34,800	$	(14,848	)	$	25,941	$	(25,236	)	$	27,025

The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at ~~June 30, 2017~~, March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~:March 31, 2017:


	June 30, 2017				March 31, 2018
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	184,197	—	—	—	335,887	—	—	—
Soybeans	31,532	—	—	—	48,003	—	—	—
Wheat	7,340	—	—	—	16,639	—	—	—
Oats	41,526	—	—	—	40,555	—	—	—
Ethanol	—	256,518	—	—	—	280,243		—
Corn oil	—	—	4,658	—	—	—	5,048	—
Other	90	500	—	100	27	4,500		90
Subtotal	264,685	257,018	4,658	100	441,111	284,743	5,048	90
Exchange traded:
Corn	94,895	—	—	—	146,505	—	—	—
Soybeans	27,470	—	—	—	52,460	—	—	—
Wheat	43,925	—	—	—	74,805	—	—	—
Oats	2,290	—	—	—	2,290	—	—	—
Ethanol	—	3,990	—	—	—	108,108	—	—
Other	—	840	—	60
Subtotal	168,580	4,830	—	60	276,060	108,108	—	—
Total	433,265	261,848	4,658	160	717,171	392,851	5,048	90


	December 31, 2016				December 31, 2017
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	175,549	—	—	—	218,391			—
Soybeans	20,592	—	—	—	18,127	—	—	—
Wheat	7,177	—	—	—	14,577	—	—	—
Oats	36,025	—	—	—	25,953	—	—	—
Ethanol	—	215,081	—	—	—	197,607	—	—
Corn oil	—	—	9,358	—	—	—	6,074	—
Other	108	1,144	—	110	47	—	—	97
Subtotal	239,451	216,225	9,358	110	277,095	197,607	6,074	97
Exchange traded:
Corn	63,225	—	—	—	82,835	—	—	—
Soybeans	39,005	—	—	—	37,170	—	—	—
Wheat	45,360	—	—	—	65,640	—	—	—
Oats	4,120	—	—	—	1,345	—	—	—
Ethanol	—	78,120	—	—	—	39,438	—	—
Other					—	840	—	—
Subtotal	151,710	78,120	—	—	186,990	40,278	—	—
Total	391,161	294,345	9,358	110	464,085	237,885	6,074	97


	June 30, 2016				March 31, 2017
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	242,269	—	—	—	201,200	—	—	—
Soybeans	52,599	—	—	—	29,015	—	—	—
Wheat	13,100	—	—	—	7,956	—	—	—
Oats	30,722	—	—	—	46,861	—	—	—
Ethanol	—	130,464	—	—	—	178,040	—	—
Corn oil	—	—	13,800	—	—	—	6,279	—
Other	17	—	—	128	100	1,000	—	239
Subtotal	338,707	130,464	13,800	128	285,132	179,040	6,279	239
Exchange traded:
Corn	148,665	—	—	—	104,790	—	—	—
Soybeans	46,570	—	—	—	47,605	—	—	—
Wheat	22,790	—	—	—	40,855	—	—	—
Oats	2,820	—	—	—	1,660	—	—	—
Ethanol	—	36,540	—	—	—	16,590	—	—
Other					—	—	—	15
Subtotal	220,845	36,540	—	—	194,910	16,590	—	15
Total	559,552	167,004	13,800	128	480,042	195,630	6,279	254

At ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016,~~March 31, 2017, the Company had recorded the following amounts for the fair value of the Company's ~~interest rate derivatives:~~

other derivatives not designated as hedging instruments:


	June 30, 2017			December 31, 2016			June 30, 2016			March 31, 2018			December 31, 2017			March 31, 2017
(in thousands)	June 30, 2017									March 31, 2018			December 31, 2017			March 31, 2017
Derivatives not designated as hedging instruments				December 31, 2016			June 30, 2016
Interest rate contracts included in other long-term liabilities	$	(2,158	)	$	(2,530	)	$	(5,422	)	$	(453	)	$	(1,244	)	$	(2,141	)
Total fair value of interest rate derivatives not designated as hedging instruments	$	(2,158	)	$	(2,530	)	$	(5,422	)
Foreign currency contracts included in other current assets (Accrued expenses and other current liabilities)										(695		)	426			(14		)

The gains and losses included in the Company's Consolidated Statements of Operations and the line item in which they are located for ~~interest rate~~ derivatives not designated as hedging instruments are as follows:

Three months ended June 30, Six months ended June 30,
(in thousands) 2017 2016 2017 2016
Interest income (expense) $ (17 ) $ (694 ) $ 372
$ (2,294 )

The Company also has foreign currency derivatives which are considered effective economic hedges of specified economic risks but which are not designated as accounting hedges. At June 30, 2017, December 31, 2016 and June 30, 2016, the Company had recorded the following amounts for the fair value of the Company's foreign currency derivatives:

June 30, 2017 December 31, 2016 June 30, 2016
(in thousands)
Derivatives not designated as hedging instruments
Foreign currency contracts included in short-term assets (liabilities) $ 654
$ (112 ) $ 1,391
Total fair value of foreign currency contract derivatives not designated as hedging instruments $ 654
$ (112 ) $ 1,391

The gains and losses included in the Company's Consolidated Statements of Operations and the line item in which they are located for foreign currency contract derivatives not designated as hedging instruments are as follows:


	Three months ended June 30,					Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016			2017		2016		2018			2017
Foreign currency derivative gains included in Other income, net	$	669	$	(87	)	$	767	$	1,391
Interest rate derivative gains (losses) included in Interest income (expense)										$	1,408		$	389
Foreign currency derivative gains (losses) included in Other income, net										(1,122		)	98

6. Employee Benefit Plans

The following are components of the net periodic benefit cost for the pension and postretirement benefit plans maintained by the Company for the three ~~and six~~ months ended ~~June 30, 2017~~March 31, 2018 and ~~2016:~~2017:


	Pension Benefits								Pension Benefits
(in thousands)	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2017		2016		2018		2017
Service cost	$	—	$	—	$	—	$	—
Interest cost	39		48		78		97		$	33	$	39
Recognized net actuarial loss	63		37		126		73		61		63
Benefit cost	$	102	$	85	$	204	$	170	$	94	$	102


	Postretirement Benefits										Postretirement Benefits
(in thousands)	Three months ended June 30,					Six months ended June 30,					Three months ended March 31,
(in thousands)	2017		2016			2017		2016			2018			2017
Service cost	$	106	$	167		$	229	$	380		$	87		$	123
Interest cost	282		370			582		775			187			300
Amortization of prior service cost	—		(89		)	—		(177		)	(228		)	—
Recognized net actuarial loss	—		149			—		384
Benefit cost	$	388	$	597		$	811	$	1,362		$	46		$	423

7. Revenue

7.Many of the Company’s revenues are generated from contracts that are outside the scope of ASC 606 and thus are accounted for under other accounting standards. Specifically, many of the Company's Grain and Ethanol sales contracts are derivatives under ASC 815, Derivatives and Hedging and the Rail Group's leasing revenue is accounted for under ASC 840, Leases. The breakdown of revenues between ASC 606 and other standards is as follows:



(in thousands)	Three months ended March 31, 2018
Revenues under ASC 606	$	193,650
Revenues under ASC 840	26,029
Revenues under ASC 815	416,060
Total Revenues	$	635,739

The remainder of this note applies only to those revenues that are accounted for under ASC 606.

Disaggregation of revenue

The following table disaggregates revenues under ASC 606 by major product/service line:



	Three months ended March 31, 2018
(in thousands)	Grain		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	75,078	$	—	$	75,078
Primary nutrients	—		—		53,219		—		53,219
Service	4,418		2,545		209		8,117		15,289
Co-products	—		26,646		—		—		26,646
Other	210		—		7,111		16,097		23,418
Total	$	4,628	$	29,191	$	135,617	$	24,214	$	193,650

Approximately 8% of revenues accounted for under ASC 606 are recorded over time which primarily relates to service revenues noted above.

Specialty and primary nutrients

The Company sells several different types of specialty nutrient products, including: low-salt liquid starter fertilizers, micro-nutrients and other specialty lawn products. These products can be sold through the wholesale distribution channels as well as directly to end users at the farm center locations. Similarly, the Company sells several different types of primary nutrient products, including: nitrogen, phosphorus and potassium. These products may be purchased and re-sold as is or sold as finished goods resulting from a blending and manufacturing process. The contracts associated with specialty and primary nutrients generally have just a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer. Payment terms generally range from 0 - 30 days.

Service

Service revenues primarily relate to the railcar repair business. The Company owns several railcar repair shops which repair railcars through specific contracts with customers or through operating as an agent for a particular railroad to repair cars that are on their rail line per American Association of Railroads (“AAR”) standards. These contracts contain a single performance obligation which is to complete the requested and/or required repairs on the railcars. As the customer simultaneously receives and consumes the benefit of the repair work we perform, revenue for these contracts is recognized over time. The Company uses an input-based measure of progress using costs incurred to total expected costs as that is the measure that most faithfully depicts our progress towards satisfying our performance obligation. Upon completion of the work, the invoice is sent to the customer, with payment terms that generally range from 0 - 30 days.

Co-products

In addition to the ethanol sales contracts that are considered derivative instruments, the Ethanol Group sells several other co-products that remain subject to ASC 606, including E-85, DDGs, syrups and renewable identification numbers (“RINs”). RINs are credits for compliance with the Environmental Protection Agency's Renewable Fuel Standard Program and are created by renewable fuel producers. Contracts for these co-products generally have a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer which follows shipping terms on the contract. Payment terms generally range from 5 - 15 days.

Contract balances

The opening and closing balances of the Company’s contract liabilities are as follows:



in thousands	Contract liabilities
Balance at January 1, 2018	$	25,520
Balance at March 31, 2018	$	67,715

The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. Contract liabilities relate to the Plant Nutrient business for payments received in advance of fulfilling our performance obligations under our customer contracts. Further, due

to seasonality of this business, the amount of revenue recognized in the current period related to the beginning of the year contract liability is not material.

Impact of New Revenue Guidance on Financial Statement Line Items

The following table compares the reported condensed consolidated balance sheet and statement of operations, as of and for the three months ended March 31, 2018, to the pro forma amounts had the previous guidance been in effect:



	Balance Sheet
(in thousands)	As Reported		ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Cash and cash equivalents and restricted cash	$	31,497	$	—		$	31,497
Accounts receivable, net	216,021		—			216,021
Inventories	731,629		145			731,774
Commodity derivative assets - current	43,810		—			43,810
Other current assets	114,922		(170		)	114,752
Other noncurrent assets	369,633		—			369,633
Rail Group assets leased to others, net	462,253		(24,844		)	437,409
Property, plant and equipment	393,763		—			393,763
Total assets	2,363,528		(24,869		)	2,338,659
Short-term debt and current maturities of long-term debt	503,134		(2,922		)	500,212
Trade and other payables and accrued expenses and other current liabilities	323,614		—			323,614
Commodity derivative liabilities - current	15,424		—			15,424
Customer prepayments and deferred revenue	81,778		—			81,778
Commodity derivative liabilities - noncurrent and Other long-term liabilities	32,950		—			32,950
Employee benefit plan obligations	26,310		—			26,310
Long-term debt, less current maturities	438,628		(33,318		)	405,310
Deferred income taxes	118,933		2,942			121,875
Total liabilities	1,540,771		(33,298		)	1,507,473
Retained earnings	618,572		8,429			627,001
Common shares, additional paid-in-capital, treasury shares, accumulated other comprehensive loss and noncontrolling interests	204,185		—			204,185
Total equity	822,757		8,429			831,186
Total liabilities and equity	2,363,528		(24,869		)	2,338,659

Total reported assets were $24.9 million greater than the pro forma balance sheet, which assumes the previous guidance remained in effect as of March 31, 2018. This was largely due to the Rail Group assets that were recorded on the balance sheet as part of the cumulative catch-up adjustment upon the adoption of ASC 606.

Total reported liabilities were $33.3 million greater than the pro forma balance sheet, which assumes the previous guidance remained in effect as of March 31, 2018. This was largely due to the financing obligation and deferred taxes related to the Rail Group assets that were recorded on the balance sheet as part of the cumulative catch-up adjustment upon the adoption of ASC 606.



	Statement of Operations
in thousands	As Reported			ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Sales and merchandising revenues	$	635,739		$	164,189		$	799,928
Cost of sales and merchandising revenues	572,034			164,650			736,684
Gross profit	63,705			(461		)	63,244
Operating, administrative and general expenses	64,257			—			64,257
Goodwill impairment				—			—
Interest expense	6,999			(403		)	6,596
Other income:
Equity in earnings of affiliates, net	3,573			—			3,573
Other income, net	1,686			—			1,686
Income (loss) before income taxes	(2,292		)	(58		)	(2,350		)
Income tax provision	(310		)	(22		)	(332		)
Net income (loss)	(1,982		)	(36		)	(2,018		)
Net income attributable to the noncontrolling interests	(282		)	—			(282		)
Net income (loss) attributable to The Andersons, Inc.	$	(1,700	)	$	(36	)	$	(1,736	)

The following summarizes the significant changes on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to if the Company had continued to recognize revenues under ASC 605:

While grain origination agreements, and their related sales contracts, will be accounted for under ASC 815, we are still required to evaluate the principal versus agent guidance in ASC 606 to determine whether realized gains or losses should be presented on a gross or net basis in the consolidated statements of operations upon physical settlement. The Company has determined that it is the agent in certain origination arrangements within our Grain Group and therefore realized gains or losses will be presented on a net basis upon adoption of ASC 606. As a result of these transactions now being recorded on a net basis, revenues and related cost of sales would have been $161.9 million higher under the previous guidance.

ASC 606 required certain Rail Group assets and related financing obligations to be recorded on the balance sheet as these transactions no longer qualified as sales as a result of the existence of repurchase options within the sales contracts. The result of this change primarily impacts geography within the income statement, as lease expense to the financial institution will be replaced with a combination of depreciation and interest expense.

The net impact of accounting for revenue under the new guidance had an immaterial impact on net income (loss) and no impact on the Company's earnings per common share for the three months ended March 31, 2018.

The adoption of ASC 606 had an immaterial on the Company’s cash flows from operations. The aforementioned impacts resulted in offsetting shifts in cash flows throughout net income and various changes in working capital balances.

Transaction Price Allocated to Future Performance Obligations

ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at period end. The guidance provides certain practical expedients that limit this requirement. The Company has various contracts that meet the following practical expedients provided by ASC 606:

The performance obligation is part of a contract that has an original expected duration of one year or less.

The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met.

Contract costs

The company has elected to apply the practical expedient and accordingly recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in Operating, administrative and general expenses.

Significant judgments

In making its determination of standalone selling price, the Company maximizes its use of observable inputs. Standalone selling price, once established, is then used to allocate total consideration proportionally to the various performance obligations, if applicable, within a contract.

To estimate variable consideration, the Company applies both the “expected value” method and “most likely amount” method based on the form of variable consideration, according to which method would provide the best prediction. The expected value method involves a probability-weighted determination of the expected amount, whereas the most likely amount method identifies the single most likely outcome in a range of possible amounts. However, once a method has been applied to one form of variable consideration, it is applied consistently throughout the contract term.

The primary types of variable consideration present in the Company’s contracts are product returns, volume rebates and the CPI index. The overall impact of this variable consideration is not material.

Practical expedients

The Company has elected to apply the following practical expedients provided by ASC 606:

Future performance obligations - see discussion above.

Contract costs - see discussion above.

Shipping and handling activities - see discussion above.

Sales tax presentation - the Company has elected to exclude from the transaction price all sales taxes that are assessed by a governmental authority that are imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

Modified retrospective approach - see discussion in Note 1. regarding adoption elections.

8. 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,~~

For the three months ended March 31, 2018, the Company recorded income tax benefit of $0.3 million at an effective tax rate of 13.5%. 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 nondeductible compensation. The effective tax rate for the three month period ended March 31, 2018 also includes tax ~~benefit related~~benefits from the release of reserves upon the expiration of statutes of limitation, offset by changes in the state allocation/apportionment as a result of a statutory merger and excess tax expense from stock-based compensation. The decrease in effective tax rate for the three months ended March 31, 2018 as compared to ~~railroad track maintenance credit transactions, and~~the same period last year was primarily attributed to ~~benefits or costs related~~the reduction of the U.S. corporate tax rate from 35% to ~~various permanent book to~~21% as a result of the U.S. tax ~~differences and tax credits.~~

reform. For the three months ended ~~June 30,~~March 31, 2017, the Company recorded an income tax ~~expense~~benefit of ~~$7.7~~$2.5 million at an effective tax rate of ~~(40.1)%, which varied from~~45.5%.

The Company’s accounting for the ~~U.S. Federal tax rate~~certain elements of ~~35% primarily due~~the Tax Act was incomplete as of the period ended December 31, 2017, and remains incomplete as of March 31, 2018. However, the Company was able to make reasonable estimates of the ~~recording~~effects and, therefore, recorded provisional estimates for these items. In connection with its initial analysis of ~~a $42.0 million goodwill impairment charge which did not provide a corresponding tax benefit. For~~ the ~~three months ended June 30, 2016,~~impact of the Tax Act, the Company recorded ~~an income~~a provisional discrete net tax benefit of $73.5 million in the period ended December 31, 2017. This provisional estimate consists of a net expense of ~~$7.7~~$1.4 million ~~at an effective~~for the one-time transition tax and a net benefit of $74.9 million related to revaluation of deferred tax assets and liabilities, caused by the new lower corporate tax rate. To determine the transition tax, the Company must determine the amount of post-1986 accumulated earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. While the Company was able to make a reasonable estimate of the transition tax, the Company continues to gather additional information to more precisely compute the final amount. Likewise, while the Company was able to make a reasonable estimate of the impact of the reduction to the corporate tax rate, ~~of 33.2%.~~its rate may be affected by other analysis related to the Tax Act, including, but not limited to, the state tax

~~For~~effect of adjustments made to federal temporary differences. Due to the ~~six months ended June 30, 2017,~~complexity of the new global intangible low-taxed income ("GILTI") tax rules, the company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under GAAP, the Company ~~recorded~~is allowed to make an accounting policy choice to either (i) treat taxes due on future U.S. inclusions in taxable income ~~tax~~related to GILTI as a current-period expense when incurred (the “period cost method"); or (ii) factor in such amounts into a company’s measurement of ~~$5.1 million at~~its deferred taxes (the “deferred method”). The Company’s selection of an ~~effective tax rate of (20.8)%, which varied from the U.S. Federal tax rate of 35% primarily due~~accounting policy with respect to the ~~recording~~new GILTI tax rules is dependent on additional analysis and potential future modifications to existing structures, which are not currently known. The Company has not made a policy decision regarding whether to record deferred taxes on GILTI. The Company will continue to analyze the full effects of the $42.0 million goodwill impairment charge noted above. For the six months ended June 30, 2016, the Company recorded income tax expense of $0.4 million at an effective tax rate of 189.6% which varied from the U.S. Federal tax rate of 35% primarily due to a 174.7% discrete tax charge related to state income taxes.Tax Act on its Consolidated Financial Statements.

During the three months ended June 30, 2017, the company agreed to a state income tax assessment that had been under appeal. The related $0.3 million reserve for unrecognized tax benefits has been reclassified as currently payable state income tax.

8.9. 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 ~~and six~~ months ended ~~June 30, 2017~~March 31, 2018 and ~~2016:~~

2017:


		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)																			Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended June 30, 2017									Six months ended June 30, 2017										Three months ended March 31, 2018
(in thousands)	(in thousands)	Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total			Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total			(in thousands)	Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities			Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance	$	(10,488	)	$	(1,476	)	$	(11,964	)	$	(11,002	)	$	(1,466	)	$	(12,468	)	Beginning Balance	$	(7,716	)	$	344		$	4,672		$	(2,700	)
	Other comprehensive income (loss) before reclassifications	959			(988		)	(29		)	1,473			(998		)	475			Other comprehensive income (loss) before reclassifications	(1,150		)	(87		)	117			$	(1,120	)
																				Amounts reclassified from accumulated other comprehensive loss	—			—			(168		)	$	(168	)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	959			(988		)	(29		)	1,473			(998		)	475			Net current-period other comprehensive income (loss)	(1,150		)	(87		)	(51		)	(1,288		)
Ending balance	Ending balance	$	(9,529	)	$	(2,464	)	$	(11,993	)	$	(9,529	)	$	(2,464	)	$	(11,993	)	Ending balance	$	(8,866	)	$	257		$	4,621		$	(3,988	)


		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)																												Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended June 30, 2016												Six months ended June 30, 2016																Three months ended March 31, 2017
(in thousands)	(in thousands)	Losses on Cash Flow Hedges			Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total			Losses on Cash Flow Hedges			Foreign Currency Translation Adjustment			Investment in Debt Securities			Defined Benefit Plan Items			Total			(in thousands)		Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance	$	(51	)	$	(9,536	)	$	(8,740	)	$	(18,327	)	$	(111	)	$	(12,041	)	$	126		$	(8,913	)	$	(20,939	)	Beginning Balance		$	(11,002	)	$	(1,466	)	$	(12,468	)
	Other comprehensive income (loss) before reclassifications	60			52			1,177			1,289			120			2,557			—			1,406			4,083			Other comprehensive income (loss) before reclassifications		514			(10		)	504
	Amounts reclassified from accumulated other comprehensive loss	—			—			(56		)	(56		)	—			—			(126		)	(112		)	(238		)	Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	60			52			1,121			1,233			120			2,557			(126		)	1,294			3,845			Net current-period other comprehensive income (loss)		514			(10		)	504
Ending balance	Ending balance	$	9		$	(9,484	)	$	(7,619	)	$	(17,094	)	$	9		$	(9,484	)	$	—		$	(7,619	)	$	(17,094	)	Ending balance		$	(10,488	)	$	(1,476	)	$	(11,964	)

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

~~There were no reclassification adjustments from accumulated other comprehensive loss to net income for the three and six months ended June 30, 2017.~~

The following table shows the reclassification adjustments from accumulated other comprehensive loss to net income for the three ~~and six~~ months ended ~~June 30, 2016:~~

March 31, 2018:


		Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)									Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	(in thousands)	Three months ended June 30, 2016				Six months ended June 30, 2016				(in thousands)	Three months ended March 31, 2018
Details about Accumulated Other Comprehensive Income (Loss) Components		Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented		Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost		$	(89	)	(b)	$	(177	)	(b)		(228		)	(b)
		(89		)	Total before tax	(177		)	Total before tax		(228		)	Total before tax
		33			Income tax provision	65			Income tax provision		60			Income tax provision
		$	(56	)	Net of tax	$	(112	)	Net of tax		$	(168	)	Net of tax

Other items
Recognition of gain on sale of investment		—				(200		)
		—			Total before tax	(200		)	Total before tax
		—			Income tax provision	74			Income tax provision
		—			Net of tax	(126		)	Net of tax


Total reclassifications for the period		$	(56	)	Net of tax	(238		)	Net of tax		$	(168	)	Net of tax

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

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

There were no reclassification adjustments from accumulated other comprehensive loss to net income for the three months ended March 31, 2017.

9.10. Earnings Per Share

The Company’s non-vested 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. 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.


(in thousands, except per common share data)	Three months ended June 30,					Six months ended June 30,						Three months ended March 31,
(in thousands, except per common share data)	2017			2016		2017			2016			2018			2017
Net income (loss) attributable to The Andersons, Inc.	$	(26,653	)	$	14,423	$	(29,742	)	$	(273	)	$	(1,700	)	$	(3,089	)
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	—			8		—			5			—			—
Earnings (losses) available to common shareholders	$	(26,653	)	$	14,415	$	(29,742	)	$	(278	)	$	(1,700	)	$	(3,089	)
Earnings per share – basic:
Weighted average shares outstanding – basic	28,350			28,227		28,316			28,164			28,237			28,281
Earnings (losses) per common share – basic	$	(0.94	)	$	0.51	$	(1.05	)	$	(0.01	)	$	(0.06	)	$	(0.11	)
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,350			28,227		28,316			28,164			28,237			28,281
Effect of dilutive awards	—			86		—			—			—			—
Weighted average shares outstanding – diluted	28,350			28,313		28,316			28,164			28,237			28,281
Earnings (losses) per common share – diluted	$	(0.94	)	$	0.51	$	(1.05	)	$	(0.01	)	$	(0.06	)	$	(0.11	)

All outstanding share awards were antidilutive for the ~~six and~~ three months ended ~~June 30,~~March 31, 2018 and March 31, 2017 ~~and for the six months ended June 30, 2016~~ as the Company experienced a net ~~loss. There were no antidilutive stock-based awards outstanding for the three months ended June 30, 2016.~~loss in both periods.

~~10.~~11. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at ~~June 30, 2017~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017:


(in thousands)	June 30, 2017											March 31, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Restricted cash	$	1,033		$	—		$	—	$	1,033
Commodity derivatives, net (a)	2,817			(8,445		)	—		(5,628		)	$	35,888		$	(7,177	)	$	—	$	28,711
Provisionally priced contracts (b)	(87,958		)	(30,779		)	—		(118,737		)	(48,478		)	(31,847		)	—		(80,325		)
Convertible preferred securities (c)	—			—			3,294		3,294			—			—			7,388		7,388
Other assets and liabilities (d)	10,155			(2,158		)	—		7,997			8,947			(454		)	—		8,493
Total	$	(73,953	)	$	(41,382	)	$	3,294	$	(112,041	)	$	(3,643	)	$	(39,478	)	$	7,388	$	(35,733	)


(in thousands)	December 31, 2016											December 31, 2017
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Restricted cash	$	471		$	—		$	—	$	471
Commodity derivatives, net (a)	29,872			(7,831		)	—		22,041			18,603			(18,067		)	—		536
Provisionally priced contracts (b)	(105,321		)	(64,876		)	—		(170,197		)	(98,190		)	(67,094		)	—		(165,284		)
Convertible preferred securities (c)	—			—			3,294		3,294			—			—			7,388		7,388
Other assets and liabilities (d)	9,391			(2,530		)	—		6,861			9,705			(1,244		)	—		8,461
Total	$	(65,587	)	$	(75,237	)	$	3,294	$	(137,530	)	$	(69,882	)	$	(86,405	)	$	7,388	$	(148,899	)


(in thousands)	June 30, 2016											March 31, 2017
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Cash equivalents	$	11,578		$	—		$	—	$	11,578
Restricted cash	987			—			—		987			$	752		$	—		$	—	$	752
Commodity derivatives, net (a)	48,412			24,083			—		72,495			29,566			(11,542		)	—		18,024
Provisionally priced contracts (b)	(42,213		)	(18,495		)	—		(60,708		)	(86,314		)	(37,643		)	—		(123,957		)
Convertible preferred securities (c)	—			—			3,294		3,294			—			—			3,294		3,294
Other assets and liabilities (d)	6,080			(5,426		)	—		654			8,518			(2,141		)	—		6,377
Total	$	24,844		$	162		$	3,294	$	28,300		$	(47,478	)	$	(51,326	)	$	3,294	$	(95,510	)


(a)	Includes associated cash posted/received as collateral


(b)	Included in "Provisionally priced contracts" are those instruments based only on underlying futures values (Level 1) and delayed price contracts (Level 2)


(c)	Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets related to certain available securities.


(d)	Included in other assets and liabilities are assets held in rabbi trusts to fund deferred compensation ~~assets,~~plans, ethanol risk management contracts, and foreign exchange derivative contracts (Level 1), and interest rate derivatives (Level 2).

~~Level 1 commodity derivatives reflect the fair value of the exchange-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.

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

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.

These fair value disclosures exclude physical grain inventories measured at net realizable value. The net realizable value used to measure the Company’s agricultural commodity inventories is the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. This valuation would generally be considered Level 2. The amount is disclosed in Note 2. Changes in the net realizable value of commodity inventories are recognized as a component of cost of sales and merchandising revenues.

Provisionally priced contract liabilities are those for which the Company has taken ownership and possession of grain but the final purchase price has not been established. In the case of payables where the unpriced portion of the contract is limited to the futures price of the underlying commodity or the Company has delivered provisionally priced grain and a subsequent payable or receivable is set up for any ~~futures~~future changes in the grain price, quoted CBOT prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. ~~For all~~All other unpriced contracts, ~~which include variable futures and basis components, the amounts recorded for~~primarily delayed price contracts, are determined on the basis of local grain market prices at the balance sheet date and, as such, are deemed to be Level 2 in the fair value ~~hierarchy.~~hierarchy as they include variable future and basis components.

The risk management contract liability allows related ethanol customers to effectively unprice the futures component of their inventory for a period of time, subjecting the bushels to market fluctuations. The Company records an asset or liability for the market value changes of the commodities over the life of the contracts based on quoted CBOT prices and as such, the balance is deemed to be Level 1 in the fair value hierarchy.

The Company’s stake in the Iowa Northern Railway Company ("IANR") was redeemed in the first quarter of 2016. The remaining convertible preferred securities are interests in two early-stage enterprises in the form of debt securities with the possibility of conversion to equity under certain circumstances.

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

Contingent Consideration Convertible Securities
(in thousands) 2017 2016 2017 2016
Asset (liability) at January 1, $ —
$ (350 ) $ 3,294
$ 13,550
Gains (losses) included in earnings —
190
—
710
Sales proceeds —
—
—
(13,485 )
Asset (liability) at March 31, $ —
$ (160 ) $ 3,294
$ 775
Gains (losses) included in earnings —
160
—
19
New agreements —
—
—
2,500
Asset (liability) at June 30, $ —

$ —

$ 3,294

$ 3,294



	Convertible Preferred Securities
(in thousands)	2018		2017
Assets (liabilities) at January 1,	$	7,388	$	3,294
Gains (losses) included in earnings	—		—
Assets (liabilities) at March 31,	$	7,388	$	3,294

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of ~~June 30, 2017~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016:~~March 31, 2017:

Quantitative Information about Level 3 Fair Value Measurements

(in thousands)

Fair Value as of June 30, 2017

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of March 31, 2018

Valuation Method

Unobservable Input

Weighted Average

Convertible Notes

3,294

Cost Basis, Plus Interest

N/A

Convertible preferred securities (a)

7,388

Implied based on market prices

N/A

Real Property (b)

29,347

Third Party Appraisal

N/A

(in thousands) Fair Value as of December 31, 2016 Valuation Method Unobservable Input Weighted Average
Convertible Notes $ 3,294
Cost Basis, Plus Interest N/A N/A

Real Property $ 11,210
Third-Party Appraisal N/A N/A



(in thousands)	Fair Value as of December 31, 2017		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	7,388	Implied based on market prices	N/A	N/A
Real Property (b)	$	29,347	Third-Party Appraisal	N/A	N/A

(in thousands)

Fair Value as of June 30, 2016

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of March 31, 2017

Valuation Method

Unobservable Input

Weighted Average

Convertible Notes

3,294

Cost Basis, Plus Interest

N/A

Convertible preferred securities (a)

3,294

Cost Basis, Plus Interest

N/A

(a) Due to early stages of business and timing of investments, cost basis, plus interest was deemed to approximate fair value in prior periods. As the underlying enterprises have matured, additional market data is available to consider in order to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.

(b) The Company recognized impairment charges on certain grain assets during 2017 and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the grain assets was determined using prior transactions, prior third-party appraisals and a pending sale of grain assets held by the Company.

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)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
Fair value of long-term debt, including current maturities	$	423,316	$	450,940	$	472,714	$	448,346	$	474,769	$	426,105
Fair value in excess of carrying value(a)	2,612		3,116		16,498		8,241		1,451		1,036

(a) Carrying value used for this purpose excludes unamortized prepaid debt issuance costs

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.~~12. 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.

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


(in thousands)	June 30, 2017		December 31, 2016		June 30, 2016		March 31, 2018		December 31, 2017		March 31, 2017
The Andersons Albion Ethanol LLC	$	40,829	$	38,972	$	34,133	$	46,145	$	45,024	$	38,694
The Andersons Clymers Ethanol LLC	19,903		19,739		30,088		20,339		19,830		19,946
The Andersons Marathon Ethanol LLC	14,045		22,069		31,158		12,615		12,660		13,266
Lansing Trade Group, LLC	89,235		89,050		90,884		94,483		93,088		88,339
Thompsons Limited (a)	49,252		46,184		47,948		48,362		50,198		46,054
Other	2,530		917		4,267		2,505		2,439		2,694
Total	$	215,794	$	216,931	$	238,478	$	224,449	$	223,239	$	208,993

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

On January 1, 2017, The Andersons Ethanol Investment LLC (“TAEI”) was merged with and into The Andersons Marathon Ethanol LLC (“TAME”). The Company had owned (66%) of TAEI, which, in turn, had owned 50% of TAME. Pursuant to the merger, the Company’s ownership units in TAEI were canceled and converted into ownership units in TAME. As a result, the Company now directly owns 33% of the outstanding ownership units of TAME.

Prior to this transaction, the noncontrolling interest in TAEI was attributed 33% of the gains and losses of TAME recorded by the Company in its equity in earnings of affiliates.

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


		Three months ended June 30,						Six months ended June 30,							Three months ended March 31,
(in thousands)	% Ownership at June 30, 2017	2017			2016			2017			2016			% Ownership at March 31, 2018	2018			2017
The Andersons Albion Ethanol LLC	55%	$	2,135		$	1,650		$	1,858		$	1,328		55%	$	1,121		$	(277	)
The Andersons Clymers Ethanol LLC	39%	569			1,889			776			810			39%	509			207
The Andersons Marathon Ethanol LLC	33%	779			1,712			316			(97		)	33%	(44		)	(463		)
Lansing Trade Group, LLC	33% (a)	896			(5,333		)	185			(8,101		)	33% (a)	2,584			(711		)
Thompsons Limited (b)	50%	2,081			2,426			1,486			1,427			50%	(669		)	(595		)
Other	5% - 50%	(75		)	—			(114		)	—			5% - 50%	72			(39		)
Total		$	6,385		$	2,344		$	4,507		$	(4,633	)		$	3,573		$	(1,878	)

(a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately ~~0.6%~~1%

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

Total distributions received from unconsolidated affiliates were ~~$0.6 million and $2.7~~$1.2 million for the ~~six~~three months ended ~~June 30, 2017 and June 30, 2016, respectively.~~March 31, 2018. There were no distributions received from unconsolidated affiliates for the three months ended March 31, 2017.

In the ~~second~~first quarter of ~~2016,~~2018, The Andersons Albion Ethanol LLC, The Andersons Clymers ~~Ethanol LLC, The Andersons Marathon~~ Ethanol LLC, Lansing Trade Group, and Thompsons Limited 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 ~~and six~~ months ended ~~June 30, 2017~~March 31, 2018 and ~~2016:~~2017:

(in thousands) Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
Revenues $ 1,380,361
$ 1,340,809
$ 3,002,406
$ 3,029,680
Gross profit 58,812
52,204
97,728
77,782
Income from continuing operations 16,328
556
11,518
(17,568 )
Net income (loss) 13,421
(2,051 ) 7,248
(20,164 )
Net income (loss) attributable to companies 13,714
(1,410 ) 7,972
(19,122 )

~~Investment in Debt Securities~~

The Company previously owned 100% of the cumulative convertible preferred shares of Iowa Northern Railway Company (“IANR”), which operates a short-line railroad in Iowa. In the first quarter of 2016, these shares were redeemed and the Company no longer has an ownership stake in this entity. See Footnote 10 for additional information on the effects of this transaction.



(in thousands)	Three months ended March 31,
(in thousands)	2018		2017
Revenues	$	1,459,331	$	1,459,557
Gross profit	56,096		38,391
Income (loss) from continuing operations	8,908		(3,765		)
Net income (loss)	9,462		(4,298		)
Net income (loss) attributable to companies	9,462		(3,867		)

Related Party Transactions

In the ordinary course of business and on an arms-length basis, the Company will enter into related party transactions with each of the investments described above, along with other related parties.

On March 2, 2018, the Company invested in ELEMENT, LLC. The Company owns 51% of ELEMENT, LLC and ICM, Inc. owns the remaining 49% interest. ELEMENT, LLC will construct a 70 million-gallon-per-year bio-refinery. As part of the Company’s investment into ELEMENT, LLC, the Company and ICM, Inc. entered into a number of agreements with the entity. Most notably, ICM, Inc. will operate the facility under a management contract and manage the initial construction of the facility, while the Company will provide corn origination, ethanol marketing, and risk management services. The results of operations for ELEMENT, LLC have been included in our consolidated results of operations beginning on March 2, 2018 and are a component of our Ethanol segment. Consolidation is based on a combination of ownership interest and control of operational decision-making authority. Construction is underway and the plant is expected to be operational in 2019.

The following table sets forth the related party transactions entered into for the time periods presented:


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2017		2016		2018		2017
Sales revenues	$	241,896	$	176,865	$	439,964	$	371,702	$	88,815	$	198,068
Service fee revenues (a)	9,410		9,490		14,036		14,126		5,117		4,627
Purchases of product	167,904		116,556		302,411		218,509
Purchases of product and capital assets									181,524		134,508
Lease income (b)	1,422		1,994		2,709		3,861		1,582		1,287
Labor and benefits reimbursement (c)	6,863		6,841		10,553		10,738		3,567		3,690
Other expenses (d)	—		—		—		149


(a)	Service fee revenues include management fees, corn origination fees, ethanol and distillers dried grains (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.~~LLCs.


(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.



(in thousands)	March 31, 2018		December 31, 2017		March 31, 2017
Accounts receivable (d)	$	27,438	$	30,252	$	19,999
Accounts payable (e)	33,184		27,866		19,888


(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) June 30, 2017 December 31, 2016 June 30, 2016
Accounts receivable (e) $ 25,673
$ 26,254
$ 20,685
Accounts payable (f) 25,590
23,961
10,022


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


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

For the three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ revenues recognized for the sale of ethanol and other co-products that the Company purchased from the unconsolidated ethanol LLCs were ~~$161.3~~$146.2 million and $111.3 million, respectively. Additionally, for the six months ended June 30, 2017 and 2016, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $284.5 million and $198.9$123.3 million, respectively.

For the three months ended ~~June 30,~~March 31, 2017 ~~and 2016,~~ revenues recognized for the sale of corn to the unconsolidated ethanol LLCs were ~~$125.5 million and $105.6 million, respectively. For~~$117.5 million. As a result of the ~~six months ended June 30, 2017 and 2016,~~new revenue guidance, these transactions are now being recorded on a net basis instead of a gross basis, which is included in service fee revenues ~~recognized~~above. See Note 7 for ~~the sale of corn to the unconsolidated ethanol LLCs were $243.0 million and $224.1 million, respectively.~~further discussion.

From time to time, the Company enters into derivative contracts with certain of its related parties, including the unconsolidated ethanol LLCs, LTG, and the Thompsons Limited joint ventures, for the purchase and sale of grain 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 as of ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017 was $0.6 million, ~~$4.1~~$0.2 million and ~~$5.2~~$2.0 million, respectively. The fair value of derivative contract liabilities with related parties as of ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016~~2017 and ~~June 30, 2016~~March 31, 2017 was ~~$0.7~~$2.9 million, ~~$0.1~~$2.5 million and ~~$1.0~~$0.5 million, respectively.

~~12.~~13. Segment Information

The Company’s operations include ~~five~~four 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 Thompsons Limited. The Ethanol business purchases and sells ethanol, and ~~also manages the~~provides risk management, origination and management services to ethanol production facilities. These facilities are organized as limited liability companies, ~~one is~~two are consolidated and three are investments accounted for under the equity method. The Company performs a combination of these services under various contracts for these investments. Rail operations 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 turf care and corncob-based products. ~~The~~Prior to 2018, the Company reported the Retail operations as a fifth reportable business segment even though it did not meet the quantitative thresholds for segment disclosures. As previously disclosed, the Company closed the Retail business ~~operates large retail stores, a distribution center, and a lawn and garden~~

~~equipment sales and service facility. The Retail business closed~~ during ~~the second quarter of~~ 2017, and ~~liquidation efforts are substantially complete. Included in “Other” are~~accordingly has recast the prior results for this segment within the Other category, which also includes other corporate level costs not ~~attributed~~attributable to an operating segment.

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 June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2017		2016		2018		2017
Revenues from external customers
Grain	$	488,447	$	522,989	$	966,975	$	1,061,803	$	276,852	$	478,528
Ethanol	187,831		142,520		341,984		257,213		172,838		154,153
Plant Nutrient	264,736		320,036		411,323		487,027		135,617		146,587
Rail	38,149		40,342		78,539		79,951		50,432		40,390
Retail	14,499		38,357		46,857		66,129
Other									—		32,358
Total	$	993,662	$	1,064,244	$	1,845,678	$	1,952,123	$	635,739	$	852,016


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2017		2016		2018		2017
Inter-segment sales
Grain	$	141	$	174	$	207	$	1,625	$	531	$	66
Plant Nutrient	70		114		241		361		—		171
Rail	275		355		566		734		333		292
Total	$	486	$	643	$	1,014	$	2,720	$	864	$	529


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
(in thousands)	2017			2016			2017			2016			2018			2017
Income (loss) before income taxes
Grain	$	6,929		$	(13,037	)	$	1,856		$	(30,442	)	$	(30	)	$	(5,073	)
Ethanol	4,660			6,187			6,376			3,507			1,839			1,716
Plant Nutrient	(25,825		)	23,535			(19,154		)	25,239			1,091			6,672
Rail	5,860			6,569			11,938			15,944			3,969			6,078
Retail	(6,718		)	1,010			(13,564		)	(1,066		)
Other	(3,907		)	(2,173		)	(12,077		)	(13,073		)	(8,879		)	(15,017		)
Noncontrolling interests	(64		)	1,018			(10		)	92			(282		)	54
Total	$	(19,065	)	$	23,109		$	(24,635	)	$	201		$	(2,292	)	$	(5,570	)

(in thousands) June 30, 2017 December 31, 2016 June 30, 2016
Identifiable assets
Grain $ 783,316
$ 961,114
$ 879,055
Ethanol 170,730
171,115
192,470
Plant Nutrient 351,871
484,455
448,225
Rail 448,417
398,446
388,456
Retail 11,830
31,257
43,878
Other 145,261
186,462
155,331
Total $ 1,911,425
$ 2,232,849
$ 2,107,415



(in thousands)	March 31, 2018		December 31, 2017		March 31, 2017
Identifiable assets
Grain	$	1,031,150	$	948,871	$	884,870
Ethanol	210,169		180,173		170,020
Plant Nutrient	455,148		379,309		512,744
Rail	530,994		490,448		415,801
Other	136,067		163,553		178,318
Total	$	2,363,528	$	2,162,354	$	2,161,753

~~13.~~14. Commitments and Contingencies

The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes it is unlikely that the results of its current legal proceedings for which it is the defendant, even if unfavorable, will be material. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.

Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, and non-recurring losses, or income, from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time, or may result in continued reserves to account for the potential of such post-verdict actions.

The estimated ~~range of loss~~losses for all other outstanding claims that are considered reasonably possible is not material.

Commitments

In the first quarter of 2018, the Company began construction of a new ethanol facility, which is expected to be completed in 2019. Portions of the project are covered by design and build contracts, with approximately $150 million of remaining obligation, of which $14.9 million has been prepaid, as of March 31, 2018.

Build-to-Suit Lease

In August 2015, the Company entered into a lease agreement with an initial term of 15 years for a build-to-suit facility to be used as the new corporate headquarters which was completed in the third quarter of 2016. Since the Company is deemed to be the owner of this facility for accounting purposes during the construction period, it has recognized an asset and a corresponding financing obligation.

The Company has recorded a build-to-suit financing obligation in other long-term liabilities of $23.9 million, ~~$14.0~~$24.3 million, and ~~$13.0~~$24.1 million at ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016,~~2017, and ~~June 30, 2016,~~March 31, 2017, respectively. The Company has recorded a build-to-suit financing obligation in other current liabilities of $1.4 million, $1.4 million, and $0.8 million ~~$0.9 million, and $1.5 million~~ at ~~June 30, 2017,~~March 31, 2018, December 31, ~~2016,~~2017, and ~~June 30, 2016,~~March 31, 2017, respectively.

~~14.~~

15. Supplemental Cash Flow Information

Certain supplemental cash flow information, including noncash investing and financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ are as follows:


	Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2018		2017
Supplemental disclosure of cash flow information
Interest paid	$	12,430	$	9,567	$	9,854	$	8,670
Noncash investing and financing activity
Capital projects incurred but not yet paid	$	3,695	$	9,653	7,115		2,216
Investment merger (decreasing equity method investments and non-controlling interest)	8,360		—		—		8,360
Outstanding receivable for sale of assets	4,356		—		—		3,597
Dividends declared not yet paid	4,501		4,341		4,663		4,501
Debt as a result of accounting standard adoption					36,953		—
Railcar assets as a result of accounting standard adoption					25,643		—

~~15.~~16. Sale of Assets

On March 31, 2017 the Company sold four farm center locations in Florida for $17.4 million and recorded a $4.7 million gain, net of transaction costs in Other income, net. The sale price included a working capital adjustment of $3.6 million.

~~On May 2, 2016 the Company sold eight grain and agronomy locations in Iowa for $54.3 million and recorded a nominal gain.~~

~~16.~~17. Exit Costs and Assets Held for Sale

The Retail business closed during the second quarter of ~~2017,~~2017. Inventory and fixtures liquidation efforts ~~are substantially complete as of June 30, 2017. The Company recorded $3.5 million of exit~~were completed throughout the year, and no additional charges were incurred during the ~~second~~first quarter of 2018. During the first quarter of 2017, ~~for a total~~the Company incurred exit charges of ~~$11.3~~$7.8 million, consisting primarily of employee severance and related benefits.

The Company classified assets aggregating $57.8 million of ~~exit charges recorded during~~assets held for sale on the ~~first six months~~Condensed Consolidated Balance Sheet at March 31, 2018. This includes $19.4 million of ~~2017. As a result~~Property, plant and equipment, net, $13.8 million of ~~the closure, the Company also classified $10.0~~Inventories, and $18.8 million of Commodity derivative assets related to certain Western Tennessee locations in the Grain group. The Company classified $4.2 million and $1.6 million of additional Property, plant and equipment, net as Assets held for sale related to the remaining Retail store assets and administrative offices at an outlying location in the Plant Nutrient Group, respectively.

The Company classified assets aggregating $37.9 million of assets held for sale on the Condensed Consolidated Balance ~~Sheet.~~Sheet at December 31, 2017. This includes $19.5 million of Property, plant and equipment, net, $11.4 million of Inventories, and $1.2 million of Commodity derivative assets related to certain Western Tennessee locations in the Grain group. The Company classified $4.2 million and $1.6 million of additional Property, plant and equipment, net as Assets held for sale related to the remaining Retail store assets and administrative offices at an outlying location in the Plant Nutrient Group, respectively.

~~17. Goodwill and Other Intangible Assets~~

18. Subsequent Events

~~As previously reported,~~On April 2, 2018, the Company ~~had monitored the performance of~~closed on an agreement to sell its wholesale nutrient business, within the Plant Nutrient segment, throughout 2016. During the third quarter of 2016, the Company reported that the wholesale business was under pressure due to an uncertain outlookgrain elevators in Humboldt, Kenton and Dyer, Tennessee for future crop prices and decreased domestic demand for fertilizer. The Company performed its annual goodwill impairment analysis during the fourth quarter of 2016, which resulted in an excess of fair value over carrying value of 8% for the wholesale nutrient reporting unit. During the first quarter of 2017, the Company's assessment of the business did not indicate the presence of any goodwill impairment triggering events.

During the second quarter of 2017, the Company identified certain factors that we considered important in assessing the requirement to perform an interim impairment evaluation for the wholesale nutrient reporting unit. First, current year actual results were significantly below historical and expected operating results. Second, the nutrient industry's future outlook continued to reflect depressed margins and minimal growth, driven by an oversupply of base nutrients, low crop prices and low farmer income. After considering these items, the Company determined that an interim goodwill impairment assessment was required, as well as an impairment assessment for our definite-lived intangible and other long-lived assets. No impairment was recognized for definite-lived intangibles and other long-lived assets.

Upon early adoption of ASU No. 2017-04, the Company now uses a one-step quantitative approach that compares the business enterprise value ("BEV") of each reporting unit with its carrying value. The BEV was computed based on both an income approach (discounted cash flows) and a market approach. The income approach uses a reporting unit's estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics to the reporting unit. Any excess of the carrying value of the goodwill over the BEV will be recorded as an impairment loss. The calculation of the BEV is based on significant unobservable inputs, such as price trends, customer demand, material costs and discount rates, and are classified as Level 3 in the fair value hierarchy.

The discounted cash flow model used for the income approach assumed discrete period revenue growth through 2021 that was reflective of market opportunities, changes in product mix, and cyclical trends within the wholesale nutrient business. In the terminal year, the Company assumed a long-term earnings growth rate of 2.0 percent that is believed to be appropriate given the current industry-specific expectations. As of the valuation date, the Company utilized a weighted-average cost of capital of 10.1 percent, which reflects the relative risk and time value of money. The testing resulted in a $42.0$19.5 million, ~~impairment charge for goodwill associated with the Wholesale reporting unit.~~

With the estimated fair value of the reporting unit now equaling its carrying value as of June 30, 2017, the Wholesale reporting unit has a risk of future impairment to the remaining goodwill balance of $17.8 million. A deterioration in operating performance significantly below current expectations, including changes in projected future revenue, profitability and cash flow, as well as higherplus working capital, interest rates, or cost of capital, could have a negative effect on the fair value of the reporting unit. It is also possible the Company's performance meets current expectations but is still unable overcome the general trends in the business and/or macro-economic factors in the time frame forecast, which could impact the long-term discount rate values used in estimating fair value, causing the estimated fair value of the reporting unit to fall below its carrying value. This would result in recording another impairment to the goodwill of the wholesale business.

~~The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2017 are as follows:~~

(in thousands) Grain Plant Nutrient Rail Total
Balance as of January 1, 2017 $ —
$ 59,767
$ 4,167
$ 63,934
Acquisitions 1,171
—
—
1,171
Impairments —
(42,000 ) —
(42,000 )
Balance as of June 30, 2017 $ 1,171
$ 17,767
$ 4,167
$ 23,105
capital.

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

Forward Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 (“~~2016~~2017 Form 10-K”). In some cases, ~~you~~the reader can identify forward-looking statements by terminology such as ~~“may,” “anticipates,” “believes,” “estimates,” “predicts,”~~may, anticipates, believes, estimates, predicts, or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Critical Accounting Policies and Estimates

Our critical accounting policies and critical accounting estimates, as described in our ~~2016~~2017 Form 10-K, have not materially changed through the ~~second~~first quarter of ~~2017.~~2018, other than as a result of adopting the new revenue recognition accounting standard. See additional information regarding these policies in the Notes to the Condensed Consolidated Financial statements herein in Notes 1 and 7.

Executive Overview

Our operations are organized, managed and classified into ~~five~~four reportable business segments: Grain, Ethanol, Plant Nutrient, ~~Rail,~~ and ~~Retail.~~Rail. Each of these segments is based on the nature of products and services offered. Prior to 2018, we reported the Retail operations as a fifth reportable business segment even though it did not meet the quantitative thresholds for segment disclosures. As previously disclosed, we closed the Retail business during 2017, and accordingly have recast the prior results for this segment within the Other category, which also includes other corporate level costs not attributable to an operating segment.

The agricultural commodity-based business is one in which changes in selling prices generally move in relationship to changes in purchase prices. Therefore, increases or decreases in prices of the agricultural commodities that the business deals in will have a relatively equal impact on sales and cost of sales and a much less significant impact on gross profit. As a result, changes in sales between periods may not necessarily be indicative of the overall performance of the business and more focus should be placed on changes in gross profit.

Grain Group

The Grain Group's performance in the ~~second~~first quarter reflects ~~significant improvement~~continued recovery with improved earnings in the first quarter of 2018 compared to the first quarter of 2017. Market volatility as well as strong execution by our origination team has led to an increase in risk management income. The results of the food business and equity investments also improved over those of the prior year, especially due to higher space income. The Group was able to purchase grain at more typical prices during the 2016 harvest and the market continued to reward the Group with basis appreciation in corn, beans and wheat. LTG also saw significant improvements over the prior year.

Grain inventories on hand at ~~June 30, 2017~~March 31, 2018 were ~~78.0~~108.4 million bushels, of which ~~0.8~~0.7 million bushels were stored for others. ~~This compares~~These amounts compare to ~~75.7~~100.1 million bushels on hand at ~~June 30, 2016,~~March 31, 2017, of which ~~4.0~~2.7 million bushels were stored for others. ~~Total~~While total grain storage capacity, ~~was flat with~~including temporary pile storage, remained unchanged at approximately 153 million bushels at ~~both June 30,~~March 31, 2018 and March 31, 2017, the sale of three Tennessee locations in the second quarter will decrease storage by approximately 8 million bushels.

While weather will play a factor, the spring planting season is still in its early stages. The Grain Group will focus on growing originations, risk management services, and ~~June 30, 2016.~~its food ingredients business.

Wheat harvest is complete in our southern footprint and underway in our remaining locations. Harvest results to date appear positive and we expect continued opportunities for space income on our wheat position. Corn and beans were planted through variable weather conditions across our footprint during the quarter, which could result in varied qualities and an opportunity for blending income during harvest. During the quarter, the Group also completed an acquisition of a small specialty grain handling and milling business that further expands our food ingredient capabilities.

Ethanol Group

The Ethanol Group's ~~second~~first quarter results reflect ~~lower ethanol margins from record levels of industry production~~an increase in volumes primarily due to the Albion plant expansion and ~~stocks during~~higher DDG values due to the ~~quarter. While DDG margins have improved from the prior quarter, elevated levels~~lack of vomitoxin issues in ~~eastern draw areas have continued~~the current year. The Company also began construction of its new bio-refinery facility, which is expected to ~~negatively impact margins. The weak ethanol and DDG margins were partially offset by high ethanol export demand and strong E-85 and corn oil sales.~~

be completed in 2019.

Ethanol and related coproducts volumes ~~shipped~~ for ~~the~~ three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ were as follows:


(in thousands)	Three months ended June 30,		Six months ended June 30,		Three months ended March 31,
	2017	2016	2017	2016	2018	2017
Ethanol (gallons shipped)	109,504	75,463	198,927	149,246	103,075	89,423
E-85 (gallons shipped)	10,646	9,093	19,903	15,413	14,901	9,257
Corn Oil (pounds shipped)	4,078	3,668	8,338	7,282	4,807	4,260
DDG (tons shipped) *	37	40	79	80	39	42

* DDG tons shipped converts wet tons to a dry ton equivalent amount

The above table shows only shipped volumes that flow through the Company's sales revenues. Total ethanol, corn oil and DDG production by the unconsolidated LLCs is higher. However, the portion of that volume that is sold directly to ~~their~~its customers is excluded here.

Plant Nutrient Group

The Plant Nutrient Group's ~~second~~first quarter results reflect a continued depressed nutrient ~~market. An oversupply of base nutrients~~market and continued delay in market improvements around the specialty products. These circumstances were partially offset by volume and margin increases in lawn products. We expect volume and margin pressures to continue to be a challenge in the ~~market has put pressure on prices, which has put pressure on overall margins. Volumes have also declined compared to the prior year as we lost a key portion~~remaining quarters of our application window due to inclement weather, as well as lower crop prices that continue to keep farm income low, preventing investment in high margin nutrients that yield better results. We expect this trend to continue during the year.2018.

Storage capacity at our wholesale nutrient and farm center facilities, including leased storage, was approximately 484 thousand tons for dry nutrients and approximately 513 thousand tons for liquid nutrients at March 31, 2018 comparable to approximately 486 thousand tons for dry nutrients and approximately ~~527~~528 thousand tons for liquid nutrients at June 30, 2017 and approximately 497 thousand tons for dry nutrients and approximately 550 thousand tons for liquid nutrients at June 30, 2016. The decrease in our storage capacity is a result of the sales of Florida farm center assets in the first quarter ofMarch 31, 2017.

Tons of product ~~shipped (including sales and service tons)~~sold for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ were as follows:

(in thousands) Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
Wholesale Nutrients - Base nitrogen, phosphorus, potassium 545
549
735
761
Wholesale Nutrients - Value added products 173
208
303
327
Other (includes Farm Centers, Turf, and Cob) 147
185
276
314
Total tons 865
942
1,314
1,402



(in thousands)	Three months ended March 31,
	2018	2017
Primary nutrients	202	217
Specialty nutrients	186	209
Other	16	23
Total tons	404	449

In the table above, primary nutrients is comprised of nitrogen, phosphorus, and potassium from our wholesale and farm center businesses. Specialty nutrients encompasses low-salt liquid starter fertilizers, micro-nutrients for wholesale and farm center businesses as well as the lawn business. Other tons includes those from the cob business.

Rail Group

~~The~~

As anticipated, the Rail ~~Group~~Group's results are lower in 2018 as they reflect additional certification expenses and the inability to record gains on nonrecourse financing of rail cars in the quarter as a result of the new revenue recognition accounting standard. Despite these headwinds, the group saw ~~a decline~~an increase in ~~average~~ utilization rates from ~~88.6~~83.6 percent in the ~~second~~first quarter of ~~2016~~2017 to ~~84.4~~87.9 percent in the ~~second~~first quarter of ~~2017. Average lease rates remained relatively flat.~~2018. While Rail Group assets under management (owned, leased or managed for financial institutions in non-recourse arrangements) at ~~June 30, 2017~~March 31, 2018 were ~~23,649~~23,044 compared to ~~23,220~~23,394 at ~~June 30, 2016.~~

~~Utilization rates are recovering at a modest rate, however,~~March 31, 2017, the number of cars on lease ~~rates are still under pressure~~increased by 4% from ~~an over-supplied car market. We expect utilization to continue to rebound and lease rates to hold steady through~~ the ~~end of the year, with increased harvest demand~~prior year. The Group also purchased over 350 railcars in the ~~fourth quarter.~~first quarter of 2018 and scrapped just over 560 cars, taking advantage of an increase in scrap prices.

The Group ~~purchased 774 cars with leases attached in the quarter and continues~~will continue to focus on ~~strategically growing~~managing the ~~rail~~age of its fleet ~~as well as look for opportunities to open new repair facilities.~~

~~Retail Group~~

~~The Retail Group closed its remaining stores~~by making strategic purchases and ~~substantially completed its liquidation efforts during~~taking advantage of higher scrap prices, increasing the ~~second quarter. We have closed on the sale~~percent of ~~one of the properties in July, recording a nominal gain.~~

cars under lease.

Other

Our “Other” activities include corporate ~~costs~~income and expense and cost for functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments, including a portion of our ERP project. The results of our former retail business, which was closed in 2017, are also included in "Other" activities.

Operating Results

The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations ~~with~~and includes a separate discussion by segment. Additional segment information is included in the Notes to the Condensed Consolidated Financial Statements herein in Note ~~12.~~13 Segment Information.


	Three months ended June 30,					Six months ended June 30,						Three months ended March 31,
(in thousands)	2017			2016		2017			2016			2018			2017
Sales and merchandising revenues	$	993,662		$	1,064,244	$	1,845,678		$	1,952,123		$	635,739		$	852,016
Cost of sales and merchandising revenues	905,828			967,202		1,681,386			1,787,326			572,034			775,558
Gross profit	87,834			97,042		164,292			164,797			63,705			76,458
Operating, administrative and general expenses	69,928			75,405		151,875			155,286			64,257			81,545
Goodwill impairment	42,000			—		42,000			—
Interest expense (income)	5,988			6,554		12,088			13,605			6,999			6,100
Equity in earnings (losses) of affiliates, net	6,385			2,344		4,507			(4,633		)	3,573			(1,878		)
Other income (expense), net	4,632			5,682		12,529			8,928			1,686			7,495
Income (loss) before income taxes	(19,065		)	23,109		(24,635		)	201			(2,292		)	(5,570		)
Income (loss) attributable to noncontrolling interests	(64		)	1,018		(10		)	92			(282		)	54
Income (loss) before income taxes attributable to The Andersons, Inc.	$	(19,001	)	$	22,091	$	(24,625	)	$	109		$	(2,010	)	$	(5,624	)

Comparison of the three months ended ~~June 30, 2017~~March 31, 2018 with the three months ended ~~June 30, 2016~~March 31, 2017:

Grain Group


	Three months ended June 30,					Three months ended March 31,
(in thousands)	2017		2016			2018			2017
Sales and merchandising revenues	$	488,447	$	522,989		$	276,852		$	478,528
Cost of sales and merchandising revenues	458,000		505,438			250,802			454,879
Gross profit	30,447		17,551			26,050			23,649
Operating, administrative and general expenses	25,955		27,362			25,954			25,327
Interest expense (income)	2,327		2,961			2,959			2,696
Equity in earnings (losses) of affiliates, net	2,903		(2,907		)	1,987			(1,345		)
Other income (expense), net	1,861		2,642			846			646
Income (loss) before income taxes	$	6,929	$	(13,037	)	$	(30	)	$	(5,073	)

Operating results for the Grain Group ~~have~~ improved by ~~$20.0~~$5.0 million compared to the results of the same period last year. Sales and merchandising revenues decreased ~~$34.5~~$201.7 million due to a 33% decrease in bushel sales as bushels are being strategically held for sale in the second half of the year due to strong space income opportunities in the market. Additionally, bushels received are down 27% compared to the same period in 2016 which ~~is also a partial driver in the decline in sales. The decrease in volume~~ was more than offset by a decrease in cost of sales and merchandising revenues of ~~$47.4~~$204.1 million for a net favorable gross profit impact of ~~$12.9~~$2.4 million. The adoption of ASC 606 led to a decrease in revenue of $164.4 million and an equal offsetting decrease to cost of sales. The gross profit increase was driven by ~~$15.6 million~~accelerated basis appreciation and an increase in ~~space income relating to corn, beans, and wheat as~~risk management fees in the ~~value of storage capacity has significantly improved compared to the same period in 2016.~~first quarter.

Equity in earnings of affiliates improved ~~$5.8~~by $3.3 million due to ~~improved~~better operating results offrom Lansing Trade Group ~~("LTG") who also continues to recover from under performance in its core markets in~~during the ~~second quarter of 2016.~~quarter.

Ethanol Group


	Three months ended June 30,					Three months ended March 31,
(in thousands)	2017			2016		2018			2017
Sales and merchandising revenues	$	187,831		$	142,520	$	172,838		$	154,153
Cost of sales and merchandising revenues	184,511			137,950		169,972			148,613
Gross profit	3,320			4,570		2,866			5,540
Operating, administrative and general expenses	2,243			2,607		3,029			3,247
Interest expense (income)	(22		)	12		(41		)	(3		)
Equity in earnings (losses) of affiliates, net	3,482			5,251		1,586			(533		)
Other income (expense), net	15			3		93			7
Income (loss) before income taxes	4,596			7,205		1,557			1,770
Income (loss) attributable to noncontrolling interests	(64		)	1,018		(282		)	54
Income (loss) before income taxes attributable to The Andersons, Inc.	$	4,660		$	6,187	$	1,839		$	1,716

Operating results for the Ethanol Group ~~decreased $1.5~~improved $0.1 million from the same period last year. Sales and merchandising revenues increased ~~$45.3~~$18.7 million compared to the results of the same period last year. This was driven by a 16% increase in ethanol gallons sold, a portion of which is attributable to the Albion plant expansion ~~which led to record ethanol production.~~that was not operating at its current capacity until the second quarter of 2017, and a 61% increase in E-85 sales. Cost of sales and merchandising revenues increased atas a ~~similar rate. The $1.3 million decrease~~result of the increase in ~~gross~~sales volume. Gross profit ~~is driven by low margins~~declined due to ~~record levels~~a decrease of ~~industry production and stock.~~8% in the average selling price of ethanol.

Equity in earnings of affiliates ~~decreased $1.8~~increased $2.1 million ~~compared to the same period in 2016~~ due to ~~declining~~improved results from the unconsolidated ethanol LLCs. ~~This was primarily~~These results were driven by ~~ethanol margins as noted above as well as continued lower~~the Albion plant expansion and higher DDG ~~margins as a result~~values in the first quarter, each accounting for approximately half of ~~localized elevated vomitoxin levels in eastern draw areas.~~the increase.

Plant Nutrient Group


	Three months ended June 30,					Three months ended March 31,
(in thousands)	2017			2016		2018		2017
Sales and merchandising revenues	$	264,736		$	320,036	$	135,617	$	146,587
Cost of sales and merchandising revenues	224,802			270,459		113,380		120,779
Gross profit	39,934			49,577		22,237		25,808
Operating, administrative and general expenses	22,580			25,186		20,357		23,060
Goodwill impairment	42,000			—
Interest expense (income)	1,815			2,078		1,441		1,640
Other income (expense), net	636			1,222		652		5,564
Income (loss) before income taxes	$	(25,825	)	$	23,535	$	1,091	$	6,672

Operating results for the Plant Nutrient Group declined ~~$49.4~~$5.6 million over the same period in the prior year. Sales and merchandising revenues decreased ~~$55.3~~$11.0 million. A 72% decrease in farm center tons sold as a result of the sale of Florida locations led to a $14.1 million ~~and cost~~revenue decrease. This decrease was partially offset by a 13% increase in lawn product tons sold which led to an increase of $6.2 million of revenue. Cost of sales and merchandising revenues ~~have~~ decreased ~~$45.7 million. The decrease in sales and merchandising revenues is driven by~~$7.4 million, primarily due to a ~~30%~~ decrease in farm ~~centers volume due to~~center tons sold noted above which was partially offset by the ~~sale of farm center locations~~increase in Florida. Additionally, wholesale volume was down 5% due to lower movement base nutrients and value added products. Gross profit for the Plant Nutrient Group decreased $9.6 million from the same period last year. Margins remain tight due to margin compression in the wholesale and farm center businesses due to lower base nutrient prices, lower farm income, and resulting lower demand.lawn tons sold.

Operating, administrative and general expenses decreased ~~$2.6~~$2.7 million, largely due to ~~$1.0~~$0.9 million of labor and benefit ~~reductions relating to the sale of farm center locations in Florida and lower incentive compensation expense.~~reductions. Smaller reductions were also realized in a number of other expenses categories as part of our overall cost control ~~efforts. The Group also recognized a goodwill impairment charge of $42.0 million after experiencing several periods of compressed margins~~efforts and ~~lower sales volumes, as well as anticipated unfavorable operating conditions in the nutrient market for some time.~~

~~Rail Group~~

Three months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 38,149
$ 40,342
Cost of sales and merchandising revenues 25,450
26,740
Gross profit 12,699
13,602
Operating, administrative and general expenses 5,395
4,997
Interest expense (income) 1,936
2,221
Other income (expense), net 492
185
Income (loss) before income taxes $ 5,860
$ 6,569

Operating results declined $0.7 million from the same period last year. Sales and merchandising revenues decreased $2.2 million. Revenue from car sales decreased $1.9 million due to fewer car sales and leasing revenues decreased $1.4 million due to lower utilization rates compared to the prior year. These decreases were partially offset by increased repair and other revenues as the repair shops continue to produce strong results. Cost of sales and merchandising revenues decreased $1.3 million primarily due to lower car sales. Gross profit decreased $0.9 million compared to last year. This decrease was driven by $0.9 million from fewer car sales and $1.0 million from weaker utilization and offset by $1.0 million of increased repair and other gross profit from greater efficiencies in the repair shops.

~~Retail Group~~

Three months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 14,499
$ 38,357
Cost of sales and merchandising revenues 13,065
26,615
Gross profit 1,434
11,742
Operating, administrative and general expenses 9,373
10,666
Interest expense (income) 82
157
Other income (expense), net 1,303
91
Income (loss) before income taxes $ (6,718 ) $ 1,010

Operating results for the Retail Group declined $7.7 million from the same period last year. Sales and merchandising revenues decreased $23.9 million and cost of sales and merchandising revenues decreased $13.6 million leading to a decrease in gross profit of $10.3 million. These decreases reflect partial operations during the quarter due to the closure of the retail business during the second quarter of 2017. Additionally, inventory was marked down for liquidation causing a decrease in margins.

While operating, administrative and general expenses decreased by $1.3 million, the group incurred exit charges of $3.5 million in 2017, most of which was severance. The remaining operating, administrative and general expenses decrease was due to the group being operational for only a portion of the quarter. The increase in other income is due to a $1.2 million gain on the sale of fixtures.

~~Other~~

Three months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ —
$ —
Cost of sales and merchandising revenues —
—
Gross profit —
—
Operating, administrative and general expenses 4,382
4,587
Interest expense (income) (150 ) (875 )
Other income (expense), net 325
1,539
Income (loss) before income taxes $ (3,907 ) $ (2,173 )

~~The other operating loss not allocated to business segments increased $1.7 million compared to the same period in the prior year. Other income decreased by $1.2 million~~ as a result of ~~$1.3 million gain on final settlement of our pension plan~~Florida locations being excluded in ~~2016.~~

~~Income Taxes~~

In the second quarter of 2017, income tax expense of $7.7 million was provided at (40.1)%. In the second quarter of 2016, income tax expense of $7.7 million was provided at 33.2%. The lower 2017 effective tax rate relative to the loss before income taxes is primarily due to a $42.0 million goodwill impairment charge which did not provide a corresponding tax benefit.

The Company anticipates that its 2017 annual effective tax rate will be 99.2%. The Company’s actual 2016 effective tax rate was 32.3%. The higher tax rate in 2017 is primarily due to a $42 million goodwill impairment charge which did not provide a corresponding tax benefit.

~~Comparison of the six months ended June 30, 2017 with the six months ended June 30, 2016:~~

~~Grain Group~~

Six months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 966,975
$ 1,061,803
Cost of sales and merchandising revenues 912,879
1,028,052
Gross profit 54,096
33,751
Operating, administrative and general expenses 51,282
55,384
Interest expense (income) 5,023
5,448
Equity in earnings (losses) of affiliates, net 1,558
(6,674 )
Other income (expense), net 2,507
3,310
Income (loss) before income taxes 1,856
(30,445 )
Income (loss) attributable to noncontrolling interests —
(3 )
Income (loss) before income taxes attributable to The Andersons, Inc. $ 1,856
$ (30,442 )

Operating results for the Grain Group have improved by $32.3 million compared to the results of the same period last year. Sales and merchandising revenues decreased $94.8 million due to a 21% decrease in bushels sold as bushels are being strategically held for sale in the second half of thecurrent year due to strong carry in the market. Additionally, direct ship bushels are down 21% as the group continues to focus on the most profitable markets to increase margins. This decrease was more than offset by a decrease of cost of sales and merchandising revenues for a net favorable gross profit impact of $20.3 million. The gross profit increase was driven by a $24.5 million increase in space income relating to corn, beans, and wheat as the value of storage capacity has significantly improved compared to the same period in 2016.

Operating, administrative and general expenses decreased by $4.1 million compared to the same period in 2016 due to a $3.5 million decrease in expenses relating to the Iowa divestiture and a $2.2 million decrease in labor and benefit costs as a result of productivity efforts.

~~Equity in losses of affiliates improved $8.2 million due to improved operating results of LTG who also continues to recover from under performance in its core markets in 2016.~~

~~Ethanol Group~~

Six months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 341,984
$ 257,213
Cost of sales and merchandising revenues 333,124
250,307
Gross profit 8,860
6,906
Operating, administrative and general expenses 5,490
5,355
Interest expense (income) (25 ) 23
Equity in earnings (losses) of affiliates, net 2,949
2,041
Other income (expense), net 22
33
Income (loss) before income taxes 6,366
3,602
Income (loss) attributable to noncontrolling interests (10 ) 95
Income (loss) before income taxes attributable to The Andersons, Inc. $ 6,376
$ 3,507

Operating results for the Ethanol Group increased $2.9 million from the same period last year. Sales and merchandising revenues increased $84.8 million compared to the results of the same period last year. This was driven by the Albion expansion which led to record ethanol production. Cost of sales and merchandising revenues increased at a similar rate. The $2.0 million increase in gross profit was driven by the Group's ability to enter 2017 with approximately half of its margins hedged.

Equity in earnings of affiliates increased $0.9 million due to better results from the unconsolidated ethanol LLCs. The facilities' productivity and output remained strong and margins were better, primarily in the first quarter as noted above.

~~Plant Nutrient Group~~

Six months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 411,323
$ 487,027
Cost of sales and merchandising revenues 345,581
410,761
Gross profit 65,742
76,266
Operating, administrative and general expenses 45,641
49,068
Goodwill impairment 42,000
—
Interest expense (income) 3,455
3,976
Other income (expense), net 6,200
2,017
Income (loss) before income taxes $ (19,154 ) $ 25,239

Operating results for the Plant Nutrient Group declined $44.4 million from the same period in the prior year. Gross profit decreased $10.5 million from the same period last year. Sales and merchandising revenues decreased $75.7 million due to a 21% decrease in farm center tons as a result of the sale of our farm center locations in Florida. Additionally, wholesale volume was down 5% due to lower movement base nutrients and value added products. Cost of sales and merchandising revenues decreased $65.2 million. Margins remain tight due to competitive pressures and margin compression in the wholesale and farm center businesses due to lower base nutrient prices, lower farm income, and resulting lower demand.

Operating, administrative and general expenses decreased $3.4 million. The largest driver was a $2.3 million decrease in labor and benefits, much of it relating to the sale of farm center locations in Florida in the first quarter of 2017 and the sale of the farm center locations in Iowa in the first quarter of 2016. Smaller reductions were also realized in a number of other categories as part of our overall cost control efforts. The Group also recognized a goodwill impairment charge of $42.0 million after experiencing several periods of compressed margins and lower sales volumes, as well as anticipated unfavorable operating conditions in the nutrient market for some time.results.

Other income ~~increased~~(expense), net decreased $4.9 million as ~~a result of~~2017 includes a $4.7 million gain on the sale of farm center locations in Florida.

Rail Group


	Six months ended June 30,				Three months ended March 31,
(in thousands)	2017		2016		2018		2017
Sales and merchandising revenues	$	78,539	$	79,951	$	50,432	$	40,390
Cost of sales and merchandising revenues	53,532		51,789		37,880		28,082
Gross profit	25,007		28,162		12,552		12,308
Operating, administrative and general expenses	10,895		9,868		6,231		5,500
Interest expense (income)	3,745		3,912		2,368		1,809
Other income (expense), net	1,571		1,562		16		1,079
Income (loss) before income taxes	$	11,938	$	15,944	$	3,969	$	6,078

Operating results ~~for the Rail Group~~ declined ~~$4.0~~$2.1 million from the same period last year. Sales and merchandising revenues ~~decreased $1.4~~increased $10.0 million. Revenue from car sales increased by $10.0 million. Leasing revenues ~~decreased $3.4~~increased by $2.0 million ~~partially~~due to higher utilization which was offset by ~~$2.4~~a $2.0 million ~~of increased~~decrease in repair and other ~~revenues. The remaining change related to a slight decrease in car sale revenues.~~revenue. Cost of sales and merchandising revenues increased ~~$1.7~~$9.8 million compared to the ~~same period last~~prior year due to ~~higher storage costs resulting from lower cars~~an increase in ~~service and~~car sales which was partially offset by a decrease in repair cost of sales related to the decrease in repair revenue. As a result, gross profit increased ~~repair sales, as noted above. Gross profit decreased $3.2~~$0.2 million compared to last year. ~~This decrease was driven by almost $5.5 million in our leasing business, offset by a $1.9 million increase in our repair and other business and slight increases on car sale margins.~~

~~Retail Group~~

Six months ended June 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 46,857
$ 66,129
Cost of sales and merchandising revenues 36,270
46,417
Gross profit 10,587
19,712
Operating, administrative and general expenses 25,414
20,655
Interest expense (income) 170
303
Other income (expense), net 1,433
180
Income (loss) before income taxes $ (13,564 ) $ (1,066 )

Operating results for the Retail Group declined $12.5 million from the same period last year. Sales and merchandising revenues decreased $19.3 million while cost of sales and merchandising revenues decreased $10.1 million. These decreases are due to lower volumes as a result of the closure of the retail business during the second quarter of 2017. Additionally, inventory was marked down for liquidation causing a significant decrease in margins leading to a $9.1 million decrease in gross profit.

Operating, administrative and general expenses increased ~~by $4.8 million, which includes one time exit charges of $11.3 million, most of which was severance. This decrease was partially offset by~~primarily due to an increase in depreciation from cars added to the ~~group being operational for only~~balance sheet as a ~~portion~~result of the ~~year. The increase~~new revenue accounting standard.

Other income decreased $1.1 million, as end of lease settlements that occurred in ~~other income was due to a $1.2 million gain on~~ the ~~sale~~first quarter of ~~fixtures.~~

2017 did not recur.

Other


	Six months ended June 30,						Three months ended March 31,
(in thousands)	2017			2016			2018			2017
Sales and merchandising revenues	$	—		$	—		$	—		$	32,358
Cost of sales and merchandising revenues	—			—			—			23,205
Gross profit	—			—			—			9,153
Operating, administrative and general expenses	13,153			14,956			8,686			24,411
Interest expense (income)	(280		)	(57		)	272			(42		)
Other income (expense), net	796			1,826			79			199
Income (loss) before income taxes	$	(12,077	)	$	(13,073	)	$	(8,879	)	$	(15,017	)

~~The other~~Sales and merchandising revenues decreased $32.4 million, cost of sales and merchandising revenues decreased $23.2 million and gross profit decreased $9.2 million. All of these decreases are a result of the retail business operating ~~loss not allocated to business segments decreased $1.0 million compared to the same period~~ in the ~~prior year.~~ first quarter of 2017 but no longer operational in 2018.

Operating, administrative and general expenses decreased ~~$1.8~~$15.7 million ~~which is~~primarily due to a decrease in labor, severance, ~~costs~~benefits and other operating expenses that were incurred in the ~~prior year that did~~first quarter of 2017 but not ~~occur~~incurred in ~~2017. This was partially offset by~~the first quarter of 2018 as a ~~$1.3 million gain on final settlement~~result of ~~our pension plan~~the shutdown of the retail business. Unallocated corporate operating expenses increased slightly due to an increase in ~~Other income in 2016.~~severance costs.

Income Taxes

In ~~2017,~~the first quarter of 2018, an income tax ~~expense~~benefit of ~~$5.1~~$0.3 million was provided at ~~(20.8)%~~an effective rate of 13.5%. In ~~2016,~~the first quarter of 2017, an income tax ~~expense~~benefit of ~~$0.4~~$2.5 million was provided at ~~189.6%~~45.5%. The lower ~~2017~~2018 effective tax rate ~~relative to the loss before income taxes~~ is primarily due to ~~a $42.0 million goodwill impairment charge which did not provide a corresponding~~the benefits of tax ~~benefit.~~

reform.

Liquidity and Capital Resources

Working Capital

At ~~June 30, 2017~~March 31, 2018, the Company had working capital of ~~$194.9~~$213.9 million. The following table presents changes in the components of current assets and current liabilities:


(in thousands)	June 30, 2017		June 30, 2016		Variance			March 31, 2018		March 31, 2017		Variance
Current Assets:
Cash and cash equivalents	$	18,934	$	31,383	$	(12,449	)	$	31,497	$	29,645	$	1,852
Restricted cash	1,033		987		46			—		752		(752		)
Accounts receivable, net	186,331		212,588		(26,257		)	216,021		190,628		25,393
Inventories	463,205		486,236		(23,031		)	731,629		641,294		90,335
Commodity derivative assets – current	11,619		115,924		(104,305		)	43,810		48,049		(4,239		)
Other current assets	59,873		48,754		11,119			57,147		83,623		(26,476		)
Assets held for sale	10,028		—		10,028			57,775		—		57,775
Total current assets	751,023		895,872		(144,849		)	1,137,879		993,991		143,888
Current Liabilities:
Short-term debt	124,000		179,404		(55,404		)	489,000		255,000		234,000
Trade and other payables	267,194		302,413		(35,219		)	263,519		276,834		(13,315		)
Customer prepayments and deferred revenue	15,113		18,252		(3,139		)	81,778		81,628		150
Commodity derivative liabilities – current	18,104		43,183		(25,079		)	15,424		29,914		(14,490		)
Accrued expenses and other current liabilities	69,256		71,169		(1,913		)	60,095		65,952		(5,857		)
Current maturities of long-term debt	62,482		53,720		8,762			14,134		56,144		(42,010		)
Total current liabilities	556,149		668,141		(111,992		)	923,950		765,472		158,478
Working Capital	$	194,874	$	227,731	$	(32,857	)	$	213,929	$	228,519	$	(14,590	)

InMarch 31, 2018 current assets increased $143.9 million in comparison to ~~June 30, 2016 current assets decreased significantly.~~those of March 31, 2017. This increase was primarily due to increases in inventories and accounts receivable. The increase in inventory relates to higher grain inventories from higher bean prices and more bushels owned. Accounts receivable increased due to the amount and timing of sales in the Grain and Ethanol business. Other current assets decreased due to a decrease to railcars placed into service out of idle storage. Assets held for sale increased due to an increase in ~~Commodity~~inventory and commodity derivative assets held for sale which was reclassed from the respective lines on the balance sheet, having no net impact on total current assets. Current commodity derivative assets and liabilities, ~~have decreased~~ which reflects the customer net asset or liability based on the value of forward contracts as compared to market prices at the end of the period, ~~as well as a significant decrease in~~have decreased. See the need for margin deposits compared to the prior year. Accounts receivable, net was also down due to a decrease in Grain receivables as a result of lower sales and shipment activity for the first half of 2017 compared to prior periods. Plant Nutrient Group also contributed to a decrease in accounts receivable as a result of the sale of Florida farm center locations and a decrease in sales. Additionally, inventories are down. Retail inventory is down due to the decision to close the retail stores. Liquidations efforts are substantially complete as of June 30, 2017. Plant Nutrient inventory is also down as a result of carrying fewer tons, including inventory in transit at the end of the period, and as a result of the sale of the Florida locations. These decreases are partially offset by an increase in Grain inventory as bushels are being held for sale in the second half of the year. See discussion below on additional sources and uses of cash for an understanding of the decrease in cash from prior year.

Current liabilities ~~were down~~increased $158.5 million compared to the prior year due to an increase in short-term debt which was a result of higher inventories and increased margin funding. This increase was partially offset by a decrease in ~~short-term~~current maturities of long-term debt trade and other payables, and commodity derivative liabilities which are mentioned above. Short-term debt decreased as a result of borrowings on the revolver in 2016 that did not occur in 2017. Trade and other payables decreased primarily due to ~~a decrease in Plant Nutrient Group payables due to more timely processing~~timing of ~~payments~~debt maturities as well as ~~decreased inventory levels and purchases at quarter end.~~timing of payments in accounts payable.

Sources and Uses of Cash

Operating Activities

Our operating activities used cash of ~~$45.2~~$378.7 million and ~~$194.4~~$229.2 million in the first ~~six~~three months of ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~decrease~~increase in cash used ~~year to date is primarily~~was due to ~~a decrease~~the increases in ~~cash collateral relating to~~accounts receivable, inventories and commodity ~~derivatives.~~derivatives discussed above.

Investing Activities

Investing activities used cash of ~~$64.2~~$44.3 million through the first ~~six~~three months of ~~2017,~~2018 compared to cash ~~provided~~used of ~~$14.9~~$13.2 million in the prior year. ~~This change is~~Cash used for the purchases of property, plant, equipment, and software increased due to ~~three main factors. Proceeds~~costs associated with the beginning stages of the construction of the bio-refinery that began in the first quarter of 2018. Additionally, there was a decrease of $13.9 million proceeds from the sale of ~~facilities and investments in affiliates decreased by $40.5 million. Proceeds in 2016 were higher~~assets as ~~a result of a $54.3 million~~2017 reflected the sale of ~~underperforming assets in Iowa as well as the redemption of our investment in the Iowa Northern Railway Corporation which provided proceeds of $13.5~~

million. Additionally, 2017 reflects a $40.0 million increase in net spend on railcar acquisitions and sales. The variability in railcar purchases and sales is driven by timing of opportunities in the Rail Group asset market. Finally, property, plant, and equipment spend is down compared to the same period in 2016.Florida farm centers.

In ~~2017,~~2018, we expect to spend a total of ~~$145.0~~$145 million for the purchase of railcars ~~barges~~ and related leases and capitalized modifications of railcars. We also expect these purchases to ~~offset this amount by proceeds~~be funded from sales and dispositions or non-recourse debt of approximately ~~$120.0~~$125 million during the year.

~~Additionally,~~

In addition to the construction of the bio-refinery, total capital spending for ~~2017~~2018 on property, plant and equipment in our base business excluding rail leasing activity, but inclusive of information technology spending is expected to be approximately ~~$70~~$60 million.

Financing Activities

Financing activities provided cash of ~~$65.7~~$419.6 million and ~~$147.1~~$209.5 million for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively. ~~Short term~~This was largely due to an increase in short-term borrowings ~~decreased $70.1 million. This change was driven primarily by declines~~which is a result of an increase in commodity prices and associated working capital requirements. In addition, the current year saw a ~~decrease~~$68.7 million increase in long-term debt payments which was partially offset by an increase of ~~$52.0~~$34.8 million in funds provided by the issuance of long-term ~~debt issuance and other long-term financing arrangements, but this was largely offset by a $42.3 million decrease in long-term debt payments.~~debt.

We are party to borrowing arrangements with a syndicate of banks that provide a total of ~~$820.0~~$950.0 million in ~~borrowings, which~~borrowings. This amount includes ~~$20.0~~$15.0 million of debt of The Andersons Denison Ethanol LLC, ~~which~~$70 million of debt of ELEMENT LLC and $65 million of debt of The Andersons Railcar Leasing Company LLC, that is non-recourse to the Company. Of that total, we had ~~$633.5~~$338.3 million ~~remaining~~ available for borrowing at ~~June 30, 2017.~~March 31, 2018. Peak short-term borrowings to date were ~~$292.0~~$541 million on ~~April 3, 2017.~~March 14, 2018. Typically, our highest borrowing occurs in the late winter and early spring due to seasonal inventory requirements in our fertilizer and grain businesses.

We paid ~~$9.0~~$4.7 million in dividends in the first ~~six months~~quarter of ~~2017~~2018 compared to ~~$8.7~~$4.5 million in the prior year. We paid $0.165 per common share for the dividends paid in January 2018 and $0.16 per common share for the dividends paid in January ~~and April, 2017 and $0.155 per common share for the dividends paid in January and April, 2016.~~2017. On ~~May 12, 2017,~~February 23, 2018 we declared a cash dividend of ~~$0.16~~$0.165 per common share payable on ~~July 24, 2017~~April 23, 2018 to shareholders of record on ~~July 3, 2017.~~April 2, 2018.

Certain of our long-term borrowings include covenants that, among other things, impose minimum levels of equity and limitations on additional debt. We are in compliance with all such covenants as of ~~June 30, 2017.~~March 31, 2018. In addition, certain of our long-term borrowings are collateralized by first mortgages on various facilities or are collateralized by railcar assets. Our non-recourse long-term debt is collateralized by ethanol plant assets.

Because we are a significant ~~consumer~~borrower of short-term debt in peak seasons and the majority of this is variable rate debt, increases in interest rates could have a significant impact on our profitability. In addition, periods of high grain prices and/or unfavorable market conditions could require us to make additional margin deposits on our exchange traded futures contracts. Conversely, in periods of declining prices, we receive a return of cash.

We believe our sources of liquidity will be adequate to fund our operations, capital expenditures and payments of dividends in the foreseeable future.

Off-Balance Sheet Transactions

Our Rail Group utilizes leasing arrangements that provide off-balance sheet financing for its activities. We lease assets from financial intermediaries through sale-leaseback transactions, the majority of which involve operating leasebacks. Rail Group assets we own or lease from a financial intermediary are generally leased to a customer under an operating lease. We also arrange non-recourse lease transactions under which we sell assets to a financial intermediary, and assign the related operating lease to the financial intermediary on a non-recourse basis. In such arrangements, we generally provide ongoing maintenance and management services for the financial intermediary, and receive a fee for such services. ~~On most of the assets, we hold an option to purchase the assets at the end of the lease.~~

The following table describes our Rail Group asset positions at ~~June 30, 2017:~~March 31, 2018:



Method of Control	Financial Statement	Units
~~Owned-railcars~~Owned - railcars available for sale	On balance sheet – current	~~429~~503
~~Owned-railcar~~Owned - railcar assets leased to others	On balance sheet – non-current	~~16,685~~18,441
Railcars leased from financial intermediaries	Off balance sheet	~~3,614~~3,138
Railcars –in non-recourse arrangements	Off balance sheet	~~2,817~~861
Total Railcars		~~23,545~~22,943
Locomotive assets leased to others	On balance sheet – non-current	3532
Locomotives leased from financial intermediaries	Off balance sheet	4
Total Locomotives		3936
Barge assets leased to others	On balance sheet – non-current	—
Barge assets leased from financial intermediaries	Off balance sheet	65
Total Barges		65

In addition, we manage ~~415~~539 railcars for third party customers or owners for which we receive a fee.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For further information, refer to our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. There were no material changes in market risk, specifically commodity and interest rate risk during the quarter ended ~~June 30, 2017.~~March 31, 2018.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer ("Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on the results of this evaluation, management concluded that, as of ~~June 30, 2017,~~March 31, 2018, the Company's disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, ~~2016.~~2017. As required by Rule 13a-15(d) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of any change in the Company’s internal controls over financial reporting that have materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. The Company is undertaking the phased implementation of an ERP software system. The Company believes it is maintaining and monitoring appropriate internal controls during the implementation period and further believes that its internal control environment will be enhanced as a result of this implementation. There have been no other changes in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

We are currently subject to various claims and suits arising in the ordinary course of business, which include environmental issues, employment claims, contractual disputes, and defensive counter claims. We accrue liabilities where litigation losses are deemed probable and estimable. We believe it is unlikely that the results of our current legal proceedings, even if unfavorable, will be materially different from what we currently have accrued. There can be no assurance, however, that any claims or suits arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors

Our operations are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this Form 10-Q and could have a material adverse impact on our financial results. These risks can be impacted by factors beyond our control as well as by errors and omissions on our part. The most significant factors known to us that could materially adversely affect our business, financial condition or operating results are described in our ~~2016~~2017 Form 10-K (Item 1A).

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

No sales or repurchases of shares have occurred in ~~2017.~~2018.

Item 6. Exhibits

(a) Exhibits




No.		Description

10.1		Form of Performance Share Unit Agreement - Earnings Per Share

10.2		Form of Performance Share Unit Agreement - Total Shareholder Return

10.3		Form of Restricted Share Award

10.4		Form of Restricted Share Award - Non-Employee Directors Agreement

12		Computation of Ratio of Earnings to Fixed Charges

31.1		Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)

31.2		Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)

32.1		Certifications Pursuant to 18 U.S.C. Section 1350

101		Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended ~~June 30, 2017,~~March 31, 2018, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

Signatures

Pursuant to the requirements 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.




		THE ANDERSONS, INC. (Registrant)

Date: ~~August 7, 2017~~May 8, 2018		By /s/ Patrick E. Bowe
		Patrick E. Bowe
		Chief Executive Officer (Principal Executive Officer)

Date: ~~August 7, 2017~~May 8, 2018		By /s/ ~~John Granato~~Anne G. Rex
		~~John Granato~~Anne G. Rex
		Vice President, Corporate Controller & Interim Chief Financial Officer (Principal Financial Officer)

Exhibit Index

The Andersons, Inc.




No.		Description

10.1		Form of Performance Share Unit Agreement - Earnings Per Share

10.2		Form of Performance Share Unit Agreement - Total Shareholder Return

10.3		Form of Restricted Share Award

10.4		Form of Restricted Share Award - Non-Employee Directors Agreement

12		Computation of Ratio of Earnings to Fixed Charges

31.1		Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)

31.2		Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)

32.1		Certifications Pursuant to 18 U.S.C. Section 1350

101		Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended ~~June 30, 2017,~~March 31, 2018 formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

4644



	Contingent Consideration					Convertible Securities
(in thousands)	2017		2016			2017		2016
Asset (liability) at January 1,	$	—	$	(350	)	$	3,294	$	13,550
Gains (losses) included in earnings	—		190			—		710
Sales proceeds	—		—			—		(13,485		)
Asset (liability) at March 31,	$	—	$	(160	)	$	3,294	$	775
Gains (losses) included in earnings	—		160			—		19
New agreements	—		—			—		2,500
Asset (liability) at June 30,	$	—	$	—		$	3,294	$	3,294



(in thousands)	Fair Value as of December 31, 2016		Valuation Method	Unobservable Input	Weighted Average
Convertible Notes	$	3,294	Cost Basis, Plus Interest	N/A	N/A

Real Property	$	11,210	Third-Party Appraisal	N/A	N/A