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 ~~September~~June 30, ~~2017~~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 ~~October~~July 27, ~~2017.~~2018.

THE ANDERSONS, INC.

INDEX



	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2017,~~2018, December 31, ~~2016~~2017 and ~~September~~June 30, ~~2016~~2017	3
Condensed Consolidated Statements of Operations – Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	5
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	6
Condensed Consolidated Statements of Cash Flows – ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	7
Condensed Consolidated Statements of Equity – ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2832
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4042
Item 4. Controls and Procedures	4042
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4143
Item 1A. Risk Factors	4143
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4143
Item 6. Exhibits	4244

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)

	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Assets
Current assets:
Cash and cash equivalents	$	24,478	$	62,630	$	78,158	$	58,611	$	34,919	$	18,934
Restricted cash	—		471		190		—		—		1,033
Accounts receivable, net	196,192		194,698		173,593		218,476		183,238		186,331
Inventories (Note 2)	475,602		682,747		427,754		495,611		648,703		463,205
Commodity derivative assets – current (Note 5)	45,202		45,447		59,837		54,259		30,702		11,619
Other current assets	53,958		72,133		43,761		42,648		63,790		59,873
Assets held for sale (Note 16)	8,383		—		—
Assets held for sale							9,816		37,859		10,028
Total current assets	803,815		1,058,126		783,293		879,421		999,211		751,023
Other assets:
Commodity derivative assets – noncurrent (Note 5)	245		100		1,346		1,008		310		1,191
Goodwill (Note 17)	23,105		63,934		63,934
Goodwill							6,024		6,024		23,105
Other intangible assets, net	113,371		106,100		110,155		105,289		112,893		113,492
Other assets, net	11,852		10,411		5,921		26,888		12,557		8,686
Equity method investments	215,031		216,931		225,114		232,159		223,239		215,794
	363,604		397,476		406,470		371,368		355,023		362,268
Rail Group assets leased to others, net (Note 3)	377,393		327,195		334,401		458,424		423,443		375,092
Property, plant and equipment, net (Note 3)	419,348		450,052		460,247		408,575		384,677		423,042
Total assets	$	1,964,160	$	2,232,849	$	1,984,411	$	2,117,788	$	2,162,354	$	1,911,425

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)

	September 30, 2017			December 31, 2016			September 30, 2016			June 30, 2018			December 31, 2017			June 30, 2017
Liabilities and equity
Current liabilities:
Short-term debt (Note 4)	$	19,000		$	29,000		$	—		$	185,000		$	22,000		$	124,000
Trade and other payables	381,359			581,826			356,931			282,221			503,571			267,194
Customer prepayments and deferred revenue	29,520			48,590			15,725			16,103			59,710			15,113
Commodity derivative liabilities – current (Note 5)	38,578			23,167			59,770			85,160			29,651			18,104
Accrued expenses and other current liabilities	67,064			69,648			68,465			74,512			69,579			69,256
Current maturities of long-term debt (Note 4)	53,972			47,545			51,520			13,700			54,205			62,482
Total current liabilities	589,493			799,776			552,411			656,696			738,716			556,149
Other long-term liabilities	34,407			27,833			30,525			30,325			33,129			34,441
Commodity derivative liabilities – noncurrent (Note 5)	902			339			1,954			3,202			825			334
Employee benefit plan obligations	36,356			35,026			45,260			26,131			26,716			36,837
Long-term debt, less current maturities (Note 4)	371,315			397,065			395,559			435,580			418,339			354,066
Deferred income taxes	181,876			182,113			178,535			118,864			121,730			181,806
Total liabilities	1,214,349			1,442,152			1,204,244			1,270,798			1,339,455			1,163,633
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 9/30/2017, 12/31/16 and 9/30/2016)	96			96			96
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 6/30/2018, 12/31/17 and 6/30/2017)										96			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—			—			—			—
Additional paid-in-capital	223,814			222,910			221,326			223,259			224,622			222,261
Treasury shares, at cost (1,079, 1,201 and 1,195 shares at 9/30/2017, 12/31/16 and 9/30/2016, respectively)	(40,905		)	(45,383		)	(45,130		)
Treasury shares, at cost (943, 1,063 and 1,080 shares at 6/30/2018, 12/31/17 and 6/30/2017, respectively)										(35,561		)	(40,312		)	(40,945		)
Accumulated other comprehensive loss	(9,682		)	(12,468		)	(17,305		)	(5,347		)	(2,700		)	(11,993		)
Retained earnings	568,438			609,206			603,556			635,438			633,496			570,406
Total shareholders’ equity of The Andersons, Inc.	741,761			774,361			762,543			817,885			815,202			739,825
Noncontrolling interests	8,050			16,336			17,624			29,105			7,697			7,967
Total equity	749,811			790,697			780,167			846,990			822,899			747,792
Total liabilities and equity	$	1,964,160		$	2,232,849		$	1,984,411		$	2,117,788		$	2,162,354		$	1,911,425

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 September 30,				Nine months ended September 30,					Three months ended June 30,						Six months ended June 30,
	2017		2016		2017			2016		2018			2017			2018			2017
Sales and merchandising revenues	$	836,595	$	859,612	$	2,682,273		$	2,811,735	$	911,402		$	993,662		$	1,547,141		$	1,845,678
Cost of sales and merchandising revenues	766,924		782,597		2,448,310			2,569,923		820,928			905,828			1,392,962			1,681,386
Gross profit	69,671		77,015		233,963			241,812		90,474			87,834			154,179			164,292
Operating, administrative and general expenses	68,456		78,767		220,331			234,053		59,853			69,544			124,110			151,089
Asset impairment										6,272			—			6,272			—
Goodwill impairment	—		—		42,000			—		—			42,000			—			42,000
Interest expense	5,384		4,441		17,472			18,046		7,825			5,988			14,824			12,088
Other income:
Equity in earnings of affiliates, net	3,586		8,422		8,093			3,789
Equity in earnings (loss) of affiliates, net										9,803			6,385			13,376			4,507
Other income, net	5,588		2,216		18,117			11,144		2,828			4,248			4,514			11,743
Income (loss) before income taxes	5,005		4,445		(19,630		)	4,646		29,155			(19,065		)	26,863			(24,635		)
Income tax provision	2,389		1,104		7,505			1,486
Income tax provision (benefit)										7,742			7,652			7,432			5,117
Net income (loss)	2,616		3,341		(27,135		)	3,160		21,413			(26,717		)	19,431			(29,752		)
Net income attributable to the noncontrolling interests	83		1,619		73			1,711
Net income (loss) attributable to the noncontrolling interests										(116		)	(64		)	(398		)	(10		)
Net income (loss) attributable to The Andersons, Inc.	$	2,533	$	1,722	$	(27,208	)	$	1,449	$	21,529		$	(26,653	)	$	19,829		$	(29,742	)
Per common share:
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders	$	0.09	$	0.06	$	(0.96	)	$	0.05	$	0.76		$	(0.94	)	$	0.70		$	(1.05	)
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders	$	0.09	$	0.06	$	(0.96	)	$	0.05	$	0.76		$	(0.94	)	$	0.70		$	(1.05	)
Dividends declared	$	0.160	$	0.155	$	0.480		$	0.465	$	0.165		$	0.160		$	0.330		$	0.320

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)(In thousands)


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Net income (loss)	$	2,616		$	3,341		$	(27,135	)	$	3,160		$	21,413		$	(26,717	)	$	19,431		$	(29,752	)
Other comprehensive income (loss), net of tax:
Change in fair value of convertible preferred securities (net of income tax of $134, $0, $134 and $74)	211			—			211			(126		)
Change in unrecognized actuarial loss and prior service cost (net of income tax (benefit) of $(64), $53, $(699) and $716 - Note 8)	(101		)	87			(1,099		)	1,381
Change in fair value of convertible preferred securities (net of income tax of $0, $0, $(87) and $0)													—			—			(87		)	—
Change in unrecognized actuarial loss and prior service cost (net of income tax of $(86), $(628), $(101) and $(635))													(287		)	(988		)	(338		)	(998		)
Cash flow hedge activity (net of income tax of $17, $0, $17 and $0)													51			—			51			—
Foreign currency translation adjustments (net of income tax of $0, $0, $0 and $0)	2,201			(298		)	3,674			2,259			(1,123		)	959			(2,273		)	1,473
Cash flow hedge activity (net of income tax of $0, $0, $0, and $72)	—			—			—			120
Other comprehensive income (loss)	2,311			(211		)	2,786			3,634			(1,359		)	(29		)	(2,647		)	475
Comprehensive income (loss)	4,927			3,130			(24,349		)	6,794			20,054			(26,746		)	16,784			(29,277		)
Comprehensive income (loss) attributable to the noncontrolling interests	83			1,619			73			1,711			(116		)	(64		)	(398		)	(10		)
Comprehensive income (loss) attributable to The Andersons, Inc.	$	4,844		$	1,511		$	(24,422	)	$	5,083		$	20,170		$	(26,682	)	$	17,182		$	(29,267	)

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)


	Nine months ended September 30,						Six months ended June 30,
	2017			2016			2018			2017
Operating Activities
Net income (loss)	$	(27,135	)	$	3,160		$	19,431		$	(29,752	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	64,546			62,244			45,232			42,878
Bad debt expense	1,076			789
Bad debt expense (recovery)							(837		)	839
Equity in (earnings) losses of affiliates, net of dividends	(2,168		)	12,804			(11,192		)	(3,793		)
Gains on sale of Rail Group assets and related leases	(7,642		)	(6,366		)	(3,989		)	(4,984		)
Gains on sale of assets	(11,443		)	(826		)
(Gain) loss on sale of assets							(342		)	(5,888		)
Stock-based compensation expense	4,550			5,542			3,006			2,935
Goodwill impairment	42,000			—			—			42,000
Asset impairment							6,272			—
Other	(610		)	(7		)	(138		)	(1,780		)
Changes in operating assets and liabilities:
Accounts receivable	(334		)	(5,425		)	(33,859		)	13,086
Inventories	200,667			283,158			151,095			213,064
Commodity derivatives	16,073			12,592			34,850			27,670
Other assets	10,422			36,536			17,552			10,629
Payables and other accrued expenses	(229,268		)	(362,855		)	(271,010		)	(352,133		)
Net cash provided by (used in) operating activities	60,734			41,346			(43,929		)	(45,229		)
Investing Activities
Acquisition of business, net of cash acquired	(3,507		)	—			—			(3,507		)
Purchases of Rail Group assets	(77,513		)	(57,979		)	(68,087		)	(66,506		)
Proceeds from sale of Rail Group assets	18,368			44,061			40,967			9,390
Purchases of property, plant and equipment and capitalized software	(26,705		)	(56,138		)	(54,300		)	(15,976		)
Proceeds from sale of assets	26,601			69,673			34,981			14,434
Proceeds from returns of investments in affiliates	1,339			7,443
Purchase of investments	(4,929		)	(2,523		)	—			(2,429		)
Other	1,470			260			—			437
Net cash provided by (used in) investing activities	(64,876		)	4,797			(46,439		)	(64,157		)
Financing Activities
Net change in short-term borrowings	(11,059		)	(15,000		)	163,000			93,941
Proceeds from issuance of long-term debt	35,175			78,199			50,000			15,175
Proceeds from long-term financing arrangement	12,195			14,027			—			10,396
Payments of long-term debt	(54,326		)	(91,393		)	(110,150		)	(42,849		)
Distributions to noncontrolling interest owner	—			(3,400		)
Proceeds from sale of treasury shares to employees and directors	450			1,159
Proceeds from noncontrolling interest owner							21,806			—
Payments of debt issuance costs	(2,024		)	(309		)	(787		)	(2,024		)
Dividends paid	(13,485		)	(13,020		)	(9,312		)	(8,984		)
Other	(936		)	(1,998		)	(497		)	35
Net cash provided by (used in) financing activities	(34,010		)	(31,735		)	114,060			65,690
Increase (decrease) in cash and cash equivalents	(38,152		)	14,408
Decrease in cash and cash equivalents							23,692			(43,696		)
Cash and cash equivalents at beginning of period	62,630			63,750			34,919			62,630
Cash and cash equivalents at end of period	$	24,478		$	78,158		$	58,611		$	18,934

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)												1,449			1,711			3,160
Other comprehensive income (loss)									3,634									3,634
Cash distribution to noncontrolling interest															(3,400		)	(3,400		)
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 $471 (202 shares)			(1,542		)	7,772												6,230
Dividends declared ($0.465 per common share)												(13,024		)				(13,024		)
Restricted share award dividend equivalents			20									(20		)				—
Balance at September 30, 2016	$	96	$	221,326		$	(45,130	)	$	(17,305	)	$	603,556		$	17,624		$	780,167
																					Common Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Other Comprehensive Income (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)												(27,208		)	73			(27,135		)												(29,742		)	(10		)	(29,752		)
Other comprehensive income (loss)									2,786									2,786											475									475
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)			899			4,426												5,325					(654		)	4,386												3,732
Dividends declared ($0.48 per common share)												(13,503		)				(13,503		)
Dividends declared ($0.32 per common share)																																(9,001		)				(9,001		)
Restricted share award dividend equivalents			5			52						(57		)				—					5			52						(57		)				—
Balance at September 30, 2017	$	96	$	223,814		$	(40,905	)	$	(9,682	)	$	568,438		$	8,050		$	749,811
Balance at June 30, 2017																					$	96	$	222,261		$	(40,945	)	$	(11,993	)	$	570,406		$	7,967		$	747,792

Balance at December 31, 2017																					$	96	$	224,622		$	(40,312	)	$	(2,700	)	$	633,496		$	7,697		$	822,899
Net income (loss)																																19,829			(398		)	19,431
Other comprehensive income (loss)																													(2,647		)							(2,647		)
Cash received from noncontrolling interest																																			21,806			21,806
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) (120 shares)																							(1,363		)	4,631												3,268
Dividends declared ($0.33 per common share)																																(9,326		)				(9,326		)
Restricted share award dividend equivalents																										120						(120		)				—
Balance at June 30, 2018																					$	96	$	223,259		$	(35,561	)	$	(5,347	)	$	635,438		$	29,105		$	846,990

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 ~~September~~June 30, ~~2016~~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 with 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

Derivatives and Hedging

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 and, among other things, eliminates the requirement to separately measure and record hedge ineffectiveness. The ASU is effective for annual periods beginning December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 during the second quarter of 2018 noting the effects of this standard on our condensed consolidated financial statements were not material. There was no transition impact.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue ~~From~~from Contracts ~~With~~with Customers ~~(Topic~~(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 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. The ~~new revenue standard is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The~~ Company ~~plans to adopt~~adopted the standard ~~on January 1, 2018,~~in the current period using the modified retrospective method. The adoption of this new guidance will require expanded disclosures in the Company’s consolidated financial statements including separate quantitative disclosure of revenues within the scope of Topic 606 and revenues excluded from the scope of Topic 606.

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.

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

~~- Many~~As a result of the ~~Company's Grain~~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 ~~Ethanol sales contracts are considered derivatives under ASC Topic 815,~~ ~~Derivatives~~deferred tax liabilities and ~~Hedging, and therefore are outside the scope of Topic 606;~~

~~- Certain fee-based arrangements within our Grain and Ethanol segments will be classified as reductions~~$8.4 million decrease to ~~our cost of sales rather than revenue. However, we do not expect a material change to the timing of when these fees are recognized in our financial statements.~~

~~In addition, we are still evaluating the following areas to determine the potential changes, if any, upon adoption:~~

~~- Determination of whether we are the principal or agent~~retained earnings. See Note 7 for ~~certain revenue streams within several of our segments;~~

~~- Methodology for recognizing gains on certain sale transactions within our Rail segment.~~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 certain off balance-sheet rail assets ~~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. We are currently evaluating the impact these changes will have on the ~~consolidated financial statements.~~Consolidated Financial Statements.

Other applicable standards

In ~~August 2017,~~February 2018, the FASB issued ~~Accounting Standards Update No. 2017-12 Targeted Improvements~~ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to ~~Accounting for Hedging Activities.~~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 ~~standard simplifies the recognition and presentation of changes in the fair value of hedging instruments. The ASU~~guidance is effective for ~~annual periods~~fiscal years beginning after December 15, 2018. ~~The Company does~~We have evaluated the impact of this new standard on our consolidated financial statements and do not expect the impact ~~from adoption of this standard~~ to be ~~material~~material. Early adoption is permitted, but the Company has not chosen to ~~its Consolidated Financial Statements and disclosures.~~do so at this time.

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~~Under 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 FASB then issued ASU ~~is effective~~2018-07 which expands the scope of Topic 718 to include share-based payment transactions for ~~annual periods beginning after December 15, 2017. Early adoption is permitted, however~~acquiring goods and services from nonemployees. The Company has adopted these standards during the year, 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 ~~does not expect the impact from adoption of this standard to be material to 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 ~~second~~first quarter ~~of 2017.~~using the retrospective approach and prior periods have been recast to reflect this change, noting the amounts are immaterial.

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 first quarter 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~~but 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 first quarter 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)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Grain	$	342,837	$	495,139	$	262,165	$	385,118	$	505,217	$	373,863
Ethanol and co-products	12,502		10,887		7,734		22,828		11,003		14,041
Plant nutrients and cob products	114,131		150,259		126,922		82,230		126,962		69,365
Retail merchandise	718		20,678		24,985		—		—		906
Railcar repair parts	5,414		5,784		5,948		5,435		5,521		5,030
	$	475,602	$	682,747	$	427,754	$	495,611	$	648,703	$	463,205

Inventories on the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017,~~2018, December 31, ~~2016~~2017 and ~~September~~June 30, ~~2016~~2017 do not include 0.1 million, 1.0 million ~~0.9 million~~ and ~~1.0~~0.8 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)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Land	$	23,342	$	30,672	$	28,473	$	29,579	$	22,388	$	23,566
Land improvements and leasehold improvements	71,559		79,631		82,908		68,384		69,127		71,236
Buildings and storage facilities	298,951		322,856		319,950		280,226		284,820		298,077
Machinery and equipment	384,422		392,418		393,178		377,202		373,127		382,321
Construction in progress	7,703		12,784		21,284		37,456		7,502		7,372
	785,977		838,361		845,793		792,847		756,964		782,572
Less: accumulated depreciation	366,629		388,309		385,546		384,272		372,287		359,530
	$	419,348	$	450,052	$	460,247	$	408,575	$	384,677	$	423,042

Depreciation expense on property, plant and equipment was ~~$36.0~~$23.2 million and ~~$35.7~~$24.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Additionally, depreciation expense on property, plant and equipment was ~~$11.9~~$11.5 million and $12.0 million for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

In ~~December 2016,~~June 2018, the Company recorded charges totaling ~~$6.0~~$1.6 million for impairment of property, plant and equipment in the ~~Retail business. This does not include $0.5 million of impairment charges~~Grain segment related to ~~software.~~assets that have been reclassified as assets held for sale at June 30, 2018. In December 2017, the Company recorded charges totaling $10.9 million for impairment of property, plant and equipment in the Grain segment, of which $5.6 million relates to assets that are deemed held and used and $5.3 million related to 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)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Rail Group assets leased to others	$	484,214	$	431,571	$	438,211	$	564,555	$	531,391	$	482,524
Less: accumulated depreciation	106,821		104,376		103,810		106,131		107,948		107,432
	$	377,393	$	327,195	$	334,401	$	458,424	$	423,443	$	375,092

Depreciation expense on Rail Group assets leased to others amounted to ~~$14.9~~$12.2 million and ~~$14.0~~$9.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Additionally, depreciation expense on Rail Group assets leased to others amounted to ~~$5.2~~$6.0 million and ~~$4.7~~$5.0 million for the three months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~ respectively.

In June 2018, the Company recorded charges totaling $4.7 million related to Rail Group assets leased to others that have been reclassified as assets held for sale at June 30, 2018. 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.

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.~~$70.0 million for ELEMENT LLC and $65.0 million for The Andersons Railcar Leasing Company LLC. At ~~September~~June 30, ~~2017,~~2018, the Company had a total of ~~$718.5~~$642.1 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 ~~September~~June 30, ~~2017.~~2018.

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


(in thousands)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Short-term Debt – Non-Recourse	$	—	$	—	$	—	$	—	$	—	$	—
Short-term Debt – Recourse	19,000		29,000		—		185,000		22,000		124,000
Total Short-term Debt	$	19,000	$	29,000	$	—	$	185,000	$	22,000	$	124,000

Current Maturities of Long-term Debt – Non-Recourse	$	—	$	—	$	—	$	2,922	$	—	$	—
Current Maturities of Long-term Debt – Recourse	53,972		47,545		51,520		10,778		54,205		62,482
Total Current Maturities of Long-term Debt	$	53,972	$	47,545	$	51,520	$	13,700	$	54,205	$	62,482

Long-term Debt, Less: Current Maturities – Non-Recourse	$	—	$	—	$	—	$	72,290	$	—	$	—
Long-term Debt, Less: Current Maturities – Recourse	371,315		397,065		395,559		363,290		418,339		354,066
Total Long-term Debt, Less: Current Maturities	$	371,315	$	397,065	$	395,559	$	435,580	$	418,339	$	354,066

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 ~~September~~June 30, ~~2017~~, 2018, December 31, ~~2016~~2017 and ~~September~~June 30, ~~2016~~,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:


	September 30, 2017					December 31, 2016				September 30, 2016				June 30, 2018					December 31, 2017				June 30, 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)	$	27,737		$	—	$	28,273	$	—	$	13,358	$	—	$	(52,888	)	$	—	$	1,351	$	—	$	15,452		$	—
Fair value of derivatives	(999		)	—		1,599		—		16,258		—		68,244			—		17,252		—		(12,835		)	—
Balance at end of period	$	26,738		$	—	$	29,872	$	—	$	29,616	$	—	$	15,356		$	—	$	18,603	$	—	$	2,617		$	—

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


	September 30, 2017															June 30, 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	$	33,804		$	288		$	676		$	74		$	34,842		$	123,917		$	1,022		$	626		$	36		$	125,601
Commodity derivative liabilities	(16,339		)	(43		)	(39,254		)	(976		)	(56,612		)	(16,770		)	(14		)	(85,786		)	(3,238		)	(105,808		)
Cash collateral	27,737			—			—			—			27,737			(52,888		)	—			—			—			(52,888		)
Balance sheet line item totals	$	45,202		$	245		$	(38,578	)	$	(902	)	$	5,967		$	54,259		$	1,008		$	(85,160	)	$	(3,202	)	$	(33,095	)


	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


	September 30, 2016															June 30, 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	$	60,372		$	1,356		$	3,318		$	58		$	65,104		$	26,101		$	1,201		$	4,404		$	2		$	31,708
Commodity derivative liabilities	(13,893		)	(10		)	(63,088		)	(2,012		)	(79,003		)	(29,934		)	(10		)	(22,508		)	(336		)	(52,788		)
Cash collateral	13,358			—			—			—			13,358			15,452			—			—			—			15,452
Balance sheet line item totals	$	59,837		$	1,346		$	(59,770	)	$	(1,954	)	$	(541	)	$	11,619		$	1,191		$	(18,104	)	$	(334	)	$	(5,628	)

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 and six months ended June 30, 2018 and 2017 are as follows:


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,					Six months ended June 30,
(in thousands)	2017			2016			2017			2016			2018		2017			2018		2017
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues	$	(690	)	$	(48,620	)	$	(15,538	)	$	(22,679	)	$	45,844	$	(41,873	)	$	20,608	$	(14,848	)

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


	September 30, 2017				June 30, 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	222,287	—	—	—	272,979	—	—	—
Soybeans	44,463	—	—	—	49,208	—	—	—
Wheat	8,598	—	—	—	11,163	—	—	—
Oats	36,451	—	—	—	36,612	—	—	—
Ethanol	—	201,521		—	—	332,761		—
Corn oil	—	—	5,782	—	—	—	6,158	—
Other	51	—		110	82	1,500	—	77
Subtotal	311,850	201,521	5,782	110	370,044	334,261	6,158	77
Exchange traded:
Corn	113,990	—	—	—	133,730	—	—	—
Soybeans	45,220	—	—	—	45,775	—	—	—
Wheat	61,795	—	—	—	48,105	—	—	—
Oats	895	—	—	—	1,190	—	—	—
Ethanol	—	22,890	—	—	—	140,364	—	—
Other	—	840	—	—
Subtotal	221,900	23,730	—	—	228,800	140,364	—	—
Total	533,750	225,251	5,782	110	598,844	474,625	6,158	77


	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


	September 30, 2016				June 30, 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	226,492	—	—	—	184,197	—	—	—
Soybeans	60,614	—	—	—	31,532	—	—	—
Wheat	7,933	—	—	—	7,340	—	—	—
Oats	28,939	—	—	—	41,526	—	—	—
Ethanol	—	191,906	—	—	—	256,518	—	—
Corn oil	—	—	7,153	—	—	—	4,658	—
Other	129	—	—	251	90	500	—	100
Subtotal	324,107	191,906	7,153	251	264,685	257,018	4,658	100
Exchange traded:
Corn	105,395	—	—	—	94,895	—	—	—
Soybeans	35,245	—	—	—	27,470	—	—	—
Wheat	39,715	—	—	—	43,925	—	—	—
Oats	2,800	—	—	—	2,290	—	—	—
Ethanol	—	74,046	—	—	—	3,990	—	—
Other					—	840	—	60
Subtotal	183,155	74,046	—	—	168,580	4,830	—	60
Total	507,262	265,952	7,153	251	433,265	261,848	4,658	160

Interest Rate and Other Derivatives

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a

counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

At ~~September~~June 30, ~~2017,~~2018, December 31, ~~2016~~2017 and ~~September~~June 30, ~~2016,~~2017, the Company had recorded the following amounts for the fair value of the Company's other ~~derivatives not designated as hedging instruments:~~derivatives:


	September 30, 2017			December 31, 2016				September 30, 2016		June 30, 2018				December 31, 2017			June 30, 2017
(in thousands)
Derivatives not designated as hedging instruments
Interest rate contracts included in Other long-term liabilities	$	(1,929	)		$	(2,530	)		$	(4,774	)	$	(37	)	$	(1,244	)	$	(2,158	)
Foreign currency contracts included in Other current assets (Accrued expenses and other current liabilities)	1,605			(112		)		1,130		(1,109		)		426			654
Derivatives designated as hedging instruments
Interest rate contract included in Accrued expenses and other current liabilities										(88		)		—			—
Interest rate contract included in Other assets										155				—			—

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


	Three months ended September 30,					Nine months ended September 30,					Three months ended June 30,						Six months ended June 30,
(in thousands)	2017		2016			2017		2016			2018			2017			2018			2017
Derivatives not designated as hedging instruments
Interest rate derivative gains (losses) included in Interest income (expense)	$	229	$	652		$	601	$	(1,642	)	$	351		$	(17	)	$	1,141		$	372
Foreign currency derivative gains (losses) included in Other income, net	950		(261		)	1,717		(1,130		)	(413		)	669			(1,535		)	767
Derivatives designated as hedging instruments
Interest rate derivative gains (losses) included in OCI											67			—			67			—

As of June 30, 2018 the Company had one outstanding interest rate derivative, with a notional amount of $40 million and a maturity date of March 2021, that was designated as a cash flow hedge of interest rate risk. The gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

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 ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:


	Pension Benefits								Pension Benefits
(in thousands)	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
(in thousands)	2017		2016		2017		2016		2018		2017		2018		2017
Interest cost	38		49		116		145		$	32	$	39	$	65	$	78
Recognized net actuarial loss	63		36		189		109		61		63		122		126
Benefit cost	$	101	$	85	$	305	$	254	$	93	$	102	$	187	$	204


	Postretirement Benefits												Postretirement Benefits
(in thousands)	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,					Six months ended June 30,
(in thousands)	2017			2016			2017			2016			2018			2017		2018			2017
Service cost	$	81		$	190		$	310		$	570		$	75		$	106	$	162		$	229
Interest cost	202			387			784			1,162			190			282		377			582
Amortization of prior service cost	(228		)	(88		)	(228		)	(266		)	(228		)	—		(456		)	—
Recognized net actuarial loss	—			192			—			576
Benefit cost	$	55		$	681		$	866		$	2,042		$	37		$	388	$	83		$	811

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 June 30, 2018		Six months ended June 30, 2018
Revenues under ASC 606	$	356,883	$	550,533
Revenues under ASC 840	26,228		52,257
Revenues under ASC 815	528,291		944,351
Total Revenues	$	911,402	$	1,547,141

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

Disaggregation of revenue

The following tables disaggregate revenues under ASC 606 by major product/service line:



	Three months ended June 30, 2018
(in thousands)	Grain		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	94,281	$	—	$	94,281
Primary nutrients	—		—		200,288		—		200,288
Service	3,381		2,760		2,412		9,308		17,861
Co-products	—		32,462		—		—		32,462
Other	292		—		6,124		5,575		11,991
Total	$	3,673	$	35,222	$	303,105	$	14,883	$	356,883

Approximately 5% of revenues accounted for under ASC 606 are recorded over time which primarily relates to service revenues noted above.



	Six months ended June 30, 2018
(in thousands)	Grain		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	169,359	$	—	$	169,359
Primary nutrients	—		—		253,507		—		253,507
Service	7,799		5,305		2,621		17,425		33,150
Co-products	—		59,108		—		—		59,108
Other	502		—		13,235		21,672		35,409
Total	$	8,301	$	64,413	$	438,722	$	39,097	$	550,533

Approximately 6% 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 by operating as an agent for a particular railroad to repair cars that are on its rail line per Association of American 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
Balance at June 30, 2018	10,047

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. Due to seasonality of this business, contract liabilities were built up in the first quarter. In the second quarter, the change in liabilities is due to revenue recognized in the current period relating to the liability.

Impact of New Revenue Guidance on Financial Statement Line Items

The following table compares the reported condensed consolidated balance sheet, as of June 30, 2018, to the pro forma amounts had the previous guidance been in effect:



	Balance Sheet
	June 30, 2018
(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	$	58,611	$	—		$	58,611
Accounts receivable, net	218,476		—			218,476
Inventories	495,611		158			495,769
Commodity derivative assets - current	54,259		—			54,259
Other current assets	52,464		(202		)	52,262
Other noncurrent assets	371,368		—			371,368
Rail Group assets leased to others, net	458,424		(24,131		)	434,293
Property, plant and equipment, net	408,575		—			408,575
Total assets	2,117,788		(24,175		)	2,093,613
Short-term debt and current maturities of long-term debt	198,700		(2,922		)	195,778
Trade and other payables and accrued expenses and other current liabilities	356,733		—			356,733
Commodity derivative liabilities - current	85,160		—			85,160
Customer prepayments and deferred revenue	16,103		—			16,103
Commodity derivative liabilities - noncurrent and Other long-term liabilities	33,527		—			33,527
Employee benefit plan obligations	26,131		—			26,131
Long-term debt, less current maturities	435,580		(32,597		)	402,983
Deferred income taxes	118,864		2,869			121,733
Total liabilities	1,270,798		(32,650		)	1,238,148
Retained earnings	635,438		8,475			643,913
Common shares, additional paid-in-capital, treasury shares, accumulated other comprehensive loss and noncontrolling interests	211,552		—			211,552
Total equity	846,990		8,475			855,465
Total liabilities and equity	2,117,788		(24,175		)	2,093,613

Total reported assets were $24.2 million greater than on the pro forma balance sheet, which assumes the previous guidance remained in effect as of June 30, 2018. This was largely due to the Rail Group assets that were recorded on the balance sheet on January 1, 2018 as part of the cumulative catch-up adjustment upon the adoption of ASC 606.

Total reported liabilities were $32.7 million greater than on the pro forma balance sheet, which assumes the previous guidance remained in effect as of June 30, 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 on January 1, 2018 as part of the cumulative catch-up adjustment upon the adoption of ASC 606.

The following table compares the reported condensed statement of operations for the three and six months ended June 30, 2018, to the pro forma amounts had the previous guidance been in effect:



	Statement of Operations
	Three months ended June 30, 2018
(in thousands)	As Reported			ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Sales and merchandising revenues	$	911,402		$	185,276		$	1,096,678
Cost of sales and merchandising revenues	820,928			185,765			1,006,693
Gross profit	90,474			(489		)	89,985
Operating, administrative and general expenses	59,853			—			59,853
Asset impairment	6,272			—			6,272
Interest expense	7,825			(395		)	7,430
Other income:
Equity in earnings of affiliates, net	9,803			—			9,803
Other income, net	2,828			—			2,828
Income (loss) before income taxes	29,155			(94		)	29,061
Income tax provision	7,742			(16		)	7,726
Net income (loss)	21,413			(78		)	21,335
Net income attributable to the noncontrolling interests	(116		)	—			(116		)
Net income (loss) attributable to The Andersons, Inc.	$	21,529		$	(78	)	$	21,451



	Statement of Operations
	Six months ended June 30, 2018
(in thousands)	As Reported			ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Sales and merchandising revenues	$	1,547,141		$	349,465		$	1,896,606
Cost of sales and merchandising revenues	1,392,962			350,415			1,743,377
Gross profit	154,179			(950		)	153,229
Operating, administrative and general expenses	124,110			—			124,110
Asset impairment	6,272			—			6,272
Interest expense	14,824			(798		)	14,026
Other income:
Equity in earnings of affiliates, net	13,376			—			13,376
Other income, net	4,514			—			4,514
Income (loss) before income taxes	26,863			(152		)	26,711
Income tax provision	7,432			(38		)	7,394
Net income (loss)	19,431			(114		)	19,317
Net income attributable to the noncontrolling interests	(398		)	—			(398		)
Net income (loss) attributable to The Andersons, Inc.	$	19,829		$	(114	)	$	19,715

The following summarizes the significant changes on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018 due to the adoption of ASC 606 on January 1, 2018 compared to the results that would have been reported 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 under ASC 606. Since these transactions now being recorded on a net basis, revenues and related cost of sales would have been $183.1 million and $345.0 million higher under the previous guidance for the three and six months ended June 30, 2018, respectively.

ASC 606 requires certain Rail Group assets and related financing obligations to be recorded on the balance sheet as these transactions no longer qualify 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 is 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 and six months ended June 30, 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 Company 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 June 30, 2018, the Company recorded income tax expense of $7.7 million at an effective tax rate of 26.6%. 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, ~~impact of foreign equity earnings~~nondeductible compensation, and ~~to benefits or costs related to various~~ permanent ~~book versus~~ tax differences ~~and~~from equity method investments. The net increase in effective tax ~~credits.~~

rate for the three months ended June 30, 2018 resulted from in the period ended June 30, 2017 the Company had a loss before income taxes after a goodwill write-off which did not provide a corresponding tax benefit. This was offset by the reduction of the U.S. corporate tax rate from 35% to 21% as a result of the U.S. tax reform. For the three months ended ~~September~~June 30, 2017, the Company recorded income tax expense of $2.4 million at an effective tax rate of 47.7%, which varied from the U.S. Federal tax rate of 35% primarily due to a 6.7% increase in the rate related to the reversal of previously recorded railroad track maintenance tax credit benefits and tax charges related to non-deductible

~~expenses. For the three months ended September 30, 2016,~~ the Company recorded an income tax expense of ~~$1.1~~$7.7 million at an effective tax rate of ~~24.8%~~(40.1)%.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company recorded income tax expense of ~~$7.5~~$7.4 million at an effective tax rate of ~~(38.2)%, which varied~~27.7%. The annual effective tax rate differs from the statutory U.S. Federal tax rate ~~of 35% primarily~~ due to the ~~recording~~impact of state income taxes, nondeductible compensation, and permanent tax differences from equity method investments. The effective tax rate for the six-month period ended June 30, 2018 also includes tax expense due to changes in the state allocation/apportionment as a result of a statutory merger. The increase in effective tax rate for the six months ended June 30, 2018 as compared to the same period last year was attributed to the reduction of the ~~$42.0 million~~U.S. corporate tax rate from 35% to 21% as a result of the U.S. tax reform. Additionally, in the period ended June 30, 2017 the Company had a loss before income taxes after a goodwill ~~impairment charge~~write-off which did not provide a corresponding tax benefit. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company recorded an income tax expense of ~~$1.5~~$5.1 million at an effective tax rate of ~~32.0%~~(20.8)%.

The Company’s accounting for certain elements of the Tax Act was incomplete as of the period ended December 31, 2017, and remains incomplete as of June 30, 2018. However, the Company was able to make reasonable estimates of the effects and, therefore, recorded provisional estimates for these items. In connection with its initial analysis of the impact of the Tax

Act, the Company recorded 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 $1.4 million 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, its rate may be affected by other analysis related to the Tax Act, including, but not limited to, the state tax

effect of adjustments made to federal temporary differences. Due to the 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 is allowed to make an accounting policy choice to either (i) treat taxes due on future U.S.

inclusions in taxable income 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 its deferred taxes (the “deferred method”). The Company’s selection

of an accounting policy with respect to the 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 Tax Act on its Consolidated Financial Statements.

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 ~~nine~~six months ended ~~September~~June 30, ~~2017~~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 September 30, 2017											Nine months ended September 30, 2017												Three months ended June 30, 2018													Six months ended June 30, 2018
(in thousands)	(in thousands)	Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total			Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total			(in thousands)	Cash Flow Hedges		Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total			Cash Flow Hedges		Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities			Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance	$	(9,529	)	$	—	$	(2,464	)	$	(11,993	)	$	(11,002	)	$	—	$	(1,466	)	$	(12,468	)	Beginning Balance	$	—	$	(8,866	)	$	257	$	4,621		$	(3,988	)	$	—	$	(7,716	)	$	344		$	4,672		$	(2,700	)
	Other comprehensive income (loss) before reclassifications	2,201			211		41			$	2,453		3,674			211		(957		)	2,928			Other comprehensive income (loss) before reclassifications	51		(1,123		)	—		(119		)	$	(1,191	)	51		(2,273		)	(87		)	(2		)	(2,311		)
	Amounts reclassified from accumulated other comprehensive loss	—			—		(142		)	$	(142	)	—			—		(142		)	(142		)	Amounts reclassified from accumulated other comprehensive loss	—		—			—		(168		)	$	(168	)	—		—			—			(336		)	(336		)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	2,201			211		(101		)	2,311			3,674			211		(1,099		)	2,786			Net current-period other comprehensive income (loss)	51		(1,123		)	—		(287		)	(1,359		)	51		(2,273		)	(87		)	(338		)	(2,647		)
Ending balance	Ending balance	$	(7,328	)	$	211	$	(2,565	)	$	(9,682	)	$	(7,328	)	$	211	$	(2,565	)	$	(9,682	)	Ending balance	$	51	$	(9,989	)	$	257	$	4,334		$	(5,347	)	$	51	$	(9,989	)	$	257		$	4,334		$	(5,347	)


		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)																											Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended September 30, 2016											Nine months ended September 30, 2016																Three months ended June 30, 2017										Six months ended June 30, 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				Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance	$	9	$	(9,484	)	$	(7,619	)	$	(17,094	)	$	(111	)	$	(12,041	)	$	126		$	(8,913	)	$	(20,939	)	Beginning Balance		$	(10,488	)	$	(1,476	)	$	(11,964	)		$	(11,002	)	$	(1,466	)	$	(12,468	)
	Other comprehensive income (loss) before reclassifications	—		(298		)	143			(155		)	120			2,259			—			1,547			3,926			Other comprehensive income (loss) before reclassifications		959			(988		)	(29		)		1,473			(998		)	475
	Amounts reclassified from accumulated other comprehensive loss	—		—			(56		)	(56		)	—			—			(126		)	(166		)	(292		)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	—		(298		)	87			(211		)	120			2,259			(126		)	1,381			3,634			Net current-period other comprehensive income (loss)		959			(988		)	(29		)		1,473			(998		)	475
Ending balance	Ending balance	$	9	$	(9,782	)	$	(7,532	)	$	(17,305	)	$	9		$	(9,782	)	$	—		$	(7,532	)	$	(17,305	)	Ending balance		$	(9,529	)	$	(2,464	)	$	(11,993	)		$	(9,529	)	$	(2,464	)	$	(11,993	)

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

The following table shows the reclassification adjustments from accumulated other comprehensive loss to net income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016:~~2018:

Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands) Three months ended September 30, 2017 Nine months ended September 30, 2017
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
Defined Benefit Plan Items
Amortization of prior-service cost (227 ) (b) (227 ) (b)
(227 ) Total before tax (227 ) Total before tax
85
Income tax provision 85
Income tax provision
$ (142 ) Net of tax $ (142 ) Net of tax

Total reclassifications for the period $ (142 ) Net of tax (142 ) Net of tax


		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 September 30, 2016				Nine months ended September 30, 2016				(in thousands)	Three months ended June 30, 2018				Six months ended June 30, 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	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)	$	(266	)	(b)		(228		)	(b)	(456		)	(b)
		(89		)	Total before tax	(266		)	Total before tax		(228		)	Total before tax	(456		)	Total before tax
		33			Income tax provision	100			Income tax provision		60			Income tax provision	120			Income tax provision
		$	(56	)	Net of tax	$	(166	)	Net of tax		$	(168	)	Net of tax	$	(336	)	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	(292		)	Net of tax		$	(168	)	Net of tax	$	(336	)	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 and six months ended June 30, 2017.

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 September 30,				Nine months ended September 30,					Three months ended June 30,					Six months ended June 30,
(in thousands, except per common share data)	2017		2016		2017			2016		2018		2017			2018		2017
Net income (loss) attributable to The Andersons, Inc.	$	2,533	$	1,722	$	(27,208	)	$	1,449	$	21,529	$	(26,653	)	$	19,829	$	(29,742	)
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	—		2		—			7		—		—			—		—
Earnings (losses) available to common shareholders	$	2,533	$	1,720	$	(27,208	)	$	1,442	$	21,529	$	(26,653	)	$	19,829	$	(29,742	)
Earnings per share – basic:
Weighted average shares outstanding – basic	28,350		28,222		28,327			28,184		28,261		28,350			28,249		28,316
Earnings (losses) per common share – basic	$	0.09	$	0.06	$	(0.96	)	$	0.05	$	0.76	$	(0.94	)	$	0.70	$	(1.05	)
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,350		28,222		28,327			28,184		28,261		28,350			28,249		28,316
Effect of dilutive awards	134		140		—			196		128		—			187		—
Weighted average shares outstanding – diluted	28,484		28,362		28,327			28,380		28,389		28,350			28,436		28,316
Earnings (losses) per common share – diluted	$	0.09	$	0.06	$	(0.96	)	$	0.05	$	0.76	$	(0.94	)	$	0.70	$	(1.05	)

There were 4328 thousand and 25 thousand antidilutive stock-based awards outstanding for the three and six months ended ~~September~~June 30, ~~2017.~~2018, respectively. All outstanding share awards were antidilutive for the ~~nine~~three and six months ended ~~September~~June 30, 2017 as the Company ~~experienced~~incurred a net ~~loss. There were no antidilutive stock-based awards outstanding for the three and nine months ended September 30, 2016.~~loss in these periods.

~~10.~~

11. Fair Value Measurements

The following tables present the Company's assets and liabilities that are measured at fair value on a nonrecurring basis at June 30, 2018:



(in thousands)	June 30, 2018
Assets (liabilities)	Level 1		Level 2		Level 3		Total
Property, plant and equipment (a)	$	—	$	—	$	1,300	$	1,300
Rail car assets (b)	$	—	$	—	$	4,063	$	4,063
Total	$	—	$	—	$	5,363	$	5,363


(a)	The Company recognized impairment charges on certain grain assets during 2018 and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the grain assets was determined using a pending sale of these grain assets held by the Company.


(b)	The Company recognized impairment charges on certain rail assets during 2018 and measured fair value using Level 3 inputs on a nonrecurring basis. The fair value of the rail assets was determined based on a national scrap index less cost to sell.

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


(in thousands)	September 30, 2017											June 30, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	$	26,738		$	(20,771	)	$	—	$	5,967		$	15,356		$	(48,451	)	$	—	$	(33,095	)
Provisionally priced contracts (b)	(85,546		)	(33,944		)	—		(119,490		)	(37,787		)	(24,511		)	—		(62,298		)
Convertible preferred securities (c)	—			—			6,638		6,638			—			—			7,488		7,488
Other assets and liabilities (d)	10,996			(1,929		)	—		9,067			4,136			(37		)	—		4,099
Total	$	(47,812	)	$	(56,644	)	$	6,638	$	(97,818	)	$	(18,295	)	$	(72,999	)	$	7,488	$	(83,806	)


(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)	September 30, 2016											June 30, 2017
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Restricted cash	$	190		$	—		$	—	$	190		$	1,033		$	—		$	—	$	1,033
Commodity derivatives, net (a)	34,620			(35,161		)	—		(541		)	2,817			(8,445		)	—		(5,628		)
Provisionally priced contracts (b)	(79,022		)	(20,500		)			(99,522		)	(87,958		)	(30,779		)	—		(118,737		)
Convertible preferred securities (c)	—			—			3,294		3,294			—			—			3,294		3,294
Other assets and liabilities (d)	11,015			(4,774		)	—		6,241			10,155			(2,158		)	—		7,997
Total	$	(33,197	)	$	(60,435	)	$	3,294	$	(90,338	)	$	(73,953	)	$	(41,382	)	$	3,294	$	(112,041	)


(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~~Sheets.


(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 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 several early-stage enterprises in the form of convertible debt and preferred equity securities.

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

Contingent Consideration Convertible Preferred 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 investments —
—
—
2,500
Asset (liability) at June 30, $ —

$ —

$ 3,294

$ 3,294
Unrealized gains (losses) included in other comprehensive income —
—
344
—
New investments —
—
3,000
—
Asset (liability) at September 30, $ —
$ —
$ 6,638
$ 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
Gains (losses) included in earnings	—		—
New investments	100		—
Asset (liabilities) at June 30,	$	7,488	$	3,294

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

Quantitative Information about Level 3 Fair Value Measurements

(in thousands)

Fair Value as of September 30, 2017

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of June 30, 2018

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

6,638

Implied based on market prices

N/A

7,488

Implied based on market prices

N/A

Real Property (b)

1,300

Sale agreement

N/A

Rail car assets (c)

4,063

National scrap index less cost to sell

N/A

(in thousands)

Fair Value as of December 31, 2016

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of December 31, 2017

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

3,294

Cost Basis, Plus Interest

N/A

7,388

Implied based on market prices

N/A

Real Property(b)

11,210

Third-Party Appraisal

N/A

29,347

Third-Party Appraisal

N/A

(in thousands)

Fair Value as of September 30, 2016

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of June 30, 2017

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

3,294

Cost Basis, Plus Interest

N/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 ~~evolved~~matured, observable price changes and other additional market data is available to consider in order to estimate fair ~~value.~~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 assets and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the assets was determined using prior transactions, third-party appraisals and a pending sale of grain assets held by the Company.

(c)The Company recognized impairment charges on rail assets during 2018 and measured fair value using Level 3 inputs on a nonrecurring basis. The fair value of the assets was determined based on a national scrap index less cost to sell.

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)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018			December 31, 2017		June 30, 2017
Fair value of long-term debt, including current maturities	$	431,542	$	450,940	$	458,268	$	444,821		$	474,769	$	423,316
Fair value in excess of carrying value (a)	2,389		3,116		7,714		(8,063		)	1,451		2,612

(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)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
The Andersons Albion Ethanol LLC	$	42,302	$	38,972	$	36,661	$	47,474	$	45,024	$	40,829
The Andersons Clymers Ethanol LLC	17,837		19,739		21,340		21,214		19,830		19,903
The Andersons Marathon Ethanol LLC	12,390		22,069		23,812		14,344		12,660		14,045
Lansing Trade Group, LLC	89,541		89,050		91,573		97,476		93,088		89,235
Thompsons Limited (a)	50,399		46,184		47,494		49,251		50,198		49,252
Other	2,562		917		4,234		2,400		2,439		2,530
Total	$	215,031	$	216,931	$	225,114	$	232,159	$	223,239	$	215,794

(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 September 30,						Nine months ended September 30,							Three months ended June 30,						Six months ended June 30,
(in thousands)	% Ownership at September 30, 2017	2017			2016			2017			2016			% Ownership at June 30, 2018	2018			2017			2018		2017
The Andersons Albion Ethanol LLC	55%	$	1,473		$	2,528		$	3,331		$	3,857		55%	$	1,329		$	2,135		$	2,450	$	1,858
The Andersons Clymers Ethanol LLC	39%	1,822			2,706			2,597			3,516			39%	1,236			569			1,745		776
The Andersons Marathon Ethanol LLC	33%	985			2,655			1,301			2,557			33%	1,728			779			1,684		316
Lansing Trade Group, LLC	33% (a)	305			689			491			(7,412		)	33% (a)	3,591			896			6,175		185
Thompsons Limited (b)	50%	(940		)	(156		)	546			1,271			50%	1,980			2,081			1,311		1,486
Other	5% - 50%	(59		)	—			(173		)	—			5% - 50%	(61		)	(75		)	11		(114		)
Total		$	3,586		$	8,422		$	8,093		$	3,789			$	9,803		$	6,385		$	13,376	$	4,507

(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 ~~$7.1~~$2.1 million and ~~$24.1~~$0.6 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and September 30, 2016,~~ respectively.

In the ~~third~~second quarter of ~~2016, The Andersons Albion Ethanol LLC, The Andersons Clymers Ethanol LLC, The Andersons Marathon Ethanol LLC,~~2018, Lansing Trade Group ~~and Thompsons Limited~~ qualified as a significant equity ~~investees~~investee of the Company under the income test. The following table presents ~~combined summarized~~ unaudited financial information ~~of these investments~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Revenues $ 1,601,778
$ 1,646,697
$ 4,603,808
$ 4,676,583
Gross profit 58,826
50,141
155,568
127,963
Income from continuing operations 9,501
18,965
15,507
1,428
Net income (loss) 7,918
17,217
14,878
(2,924 )
Net income (loss) attributable to companies 9,545
17,752
15,781
(1,347 )

~~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 June 30,				Six months ended June 30,
(in thousands)	2018		2017		2018		2017
Revenues	$	1,372,059	$	1,010,639	$	2,604,118	$	2,357,338
Gross profit	45,915		33,054		90,336		62,810
Income (loss) from continuing operations	11,569		3,030		20,397		1,325
Net income (loss)	10,785		2,606		19,130		102
Net income (loss) attributable to Lansing Trade Group	10,785		2,899		19,130		826

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. 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 September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
(in thousands)	2017		2016		2017		2016		2018		2017		2018		2017
Sales revenues	$	225,367	$	177,724	$	665,331	$	549,426	$	107,686	$	241,896	$	196,580	$	439,964
Service fee revenues (a)	14,397		3,800		28,433		13,290		5,191		9,410		10,308		14,036
Purchases of product	165,084		128,081		467,495		346,590
Purchases of product and capital assets									197,444		167,904		378,968		302,411
Lease income (b)	1,850		1,300		4,559		4,662		1,624		1,422		3,206		2,709
Labor and benefits reimbursement (c)	3,208		2,862		10,071		9,702		3,601		6,863		7,168		10,553
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)	June 30, 2018		December 31, 2017		June 30, 2017
Accounts receivable (d)	$	27,030	$	30,252	$	25,673
Accounts payable (e)	39,620		27,866		25,590


(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) September 30, 2017 December 31, 2016 September 30, 2016
Accounts receivable (e) $ 18,694
$ 26,254
$ 18,028
Accounts payable (f) 27,413
23,961
15,352


~~(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 ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, revenues recognized for the sale of ethanol and other co-products that the Company purchased from the unconsolidated ethanol LLCs were ~~$160.8~~$172.3 million and ~~$109.3~~$161.3 million, respectively. ~~Additionally, for~~For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, revenues recognized for the sale of ethanol and other co-products that the Company purchased from the unconsolidated ethanol LLCs were ~~$445.4~~$318.5 million and ~~$220.6~~$284.5 million, respectively.

For the three and six months ended ~~September~~June 30, 2017 ~~and 2016,~~ revenues recognized for the sale of corn to the unconsolidated ethanol LLCs were ~~$119.1~~$125.5 million and ~~$90.4 million, respectively. For~~$243.0 million. As a result of the ~~nine months ended September 30, 2017 and 2016,~~new revenue recognition 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 $362.2 million and $314.5 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 ~~September~~June 30, 2018, December 31, 2017 and June 30, 2017 ~~December 31, 2016 and September 30, 2016~~ was ~~$1.9~~$8.1 million, ~~$4.1~~$0.2 million and ~~$5.0~~$0.6 million, respectively. The fair value of derivative contract liabilities with related parties as of ~~September~~June 30, 2018, December 31, 2017 and June 30, 2017 ~~December 31, 2016 and September 30, 2016~~ was ~~$0.1~~$3.9 million, ~~$0.1~~$2.5 million and ~~$0.2~~$0.7 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~~Rail operations include the leasing, marketing and fleet management of railcars and other assets, railcar repair and metal fabrication. 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 September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
(in thousands)	2017		2016		2017		2016		2018		2017		2018		2017
Revenues from external customers
Grain	$	497,613	$	550,189	$	1,464,588	$	1,611,992	$	365,920	$	488,447	$	642,772	$	966,975
Ethanol	191,531		139,413		533,515		396,626		200,938		187,831		373,776		341,984
Plant Nutrient	103,620		101,770		514,943		588,797		303,106		264,736		438,723		411,323
Rail	43,093		38,201		121,632		118,152		41,438		38,149		91,870		78,539
Retail	738		30,039		47,595		96,168
Other									—		14,499		—		46,857
Total	$	836,595	$	859,612	$	2,682,273	$	2,811,735	$	911,402	$	993,662	$	1,547,141	$	1,845,678


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
(in thousands)	2017		2016		2017		2016		2018		2017		2018		2017
Inter-segment sales
Grain	$	72	$	7	$	279	$	1,632	$	462	$	141	$	993	$	207
Plant Nutrient	—		61		241		422		—		70		—		241
Rail	327		328		893		1,062		338		275		671		566
Total	$	399	$	396	$	1,413	$	3,116	$	800	$	486	$	1,664	$	1,014


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
(in thousands)	2017			2016			2017			2016			2018			2017			2018			2017
Income (loss) before income taxes
Grain	$	2,641		$	1,879		$	4,497		$	(28,563	)	$	9,877		$	6,929		$	9,847		$	1,856
Ethanol	6,098			9,541			12,474			13,048			6,125			4,660			7,964			6,376
Plant Nutrient	(7,920		)	(7,231		)	(27,074		)	18,008			15,124			(25,825		)	16,215			(19,154		)
Rail	6,127			6,754			18,065			22,698			944			5,860			4,913			11,938
Retail	4,424			(1,578		)	(9,140		)	(2,644		)
Other	(6,448		)	(6,539		)	(18,525		)	(19,612		)	(2,799		)	(10,625		)	(11,678		)	(25,641		)
Noncontrolling interests	83			1,619			73			1,711			(116		)	(64		)	(398		)	(10		)
Total	$	5,005		$	4,445		$	(19,630	)	$	4,646		$	29,155		$	(19,065	)	$	26,863		$	(24,635	)


(in thousands)	September 30, 2017		December 31, 2016		September 30, 2016		June 30, 2018		December 31, 2017		June 30, 2017
Identifiable assets
Grain	$	799,655	$	961,114	$	721,412	$	820,016	$	948,871	$	783,316
Ethanol	173,545		171,115		174,822		248,560		180,173		170,730
Plant Nutrient	389,396		484,455		462,328		356,166		379,309		351,871
Rail	446,884		398,446		383,631		535,087		490,448		448,417
Retail	9,138		31,257		42,880
Other	145,542		186,462		199,338		157,959		163,553		157,091
Total	$	1,964,160	$	2,232,849	$	1,984,411	$	2,117,788	$	2,162,354	$	1,911,425

~~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.

In the third quarter of 2017, the Company’s Plant Nutrient business recorded a $2.2 million reserve for settlement of a 2015 legal claim. The case regarded allegations that the Plant Nutrient business had improperly acquired another company’s confidential and proprietary intellectual property in connection with hiring a former employee of the plaintiff. Information obtained through the course of discovery, and completed during the third quarter, and anticipated legal costs, in conjunction with the preparation for the planned mediation scheduled for October, 2017, led management to conclude that a loss was probable and reasonably estimable. In October, settlement was finalized at the reserve amount.

~~Prior to the settlement, substantially all the Company’s legal expenses were paid by a liability insurance carrier.~~

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 $129.2 million of remaining obligation, of which $12.9 million has been prepaid, as of June 30, 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 ~~$24.7~~$23.5 million, ~~$14.0~~$24.3 million, and ~~$13.7~~$23.9 million at ~~September~~June 30, ~~2017,~~2018, December 31, ~~2016,~~2017, and ~~September~~June 30, ~~2016,~~2017, respectively. The Company has recorded a build-to-suit financing obligation in other current liabilities of $1.4 million, ~~$0.9~~$1.4 million, and ~~$1.3~~$0.8 million at ~~September~~June 30, 2018, December 31, 2017, and June 30, 2017, ~~December 31, 2016, and September 30, 2016,~~ respectively.

~~14.~~

15. Supplemental Cash Flow Information

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


	Nine months ended September 30,				Six months ended June 30,
(in thousands)	2017		2016		2018		2017
Supplemental disclosure of cash flow information
Interest paid	$	20,356	$	18,008	$	16,982	$	12,430
Noncash investing and financing activity
Capital projects incurred but not yet paid	6,319		13,104		10,744		3,695
Investment merger (decreasing equity method investments and non-controlling interest)	8,360		—		—		8,360
Outstanding receivable for sale of assets					—		4,356
Dividends declared not yet paid	4,501		4,342		4,663		4,501
Debt resulting from accounting standard adoption					36,953		—
Railcar assets resulting from accounting standard adoption					25,643		—

~~15.~~16. Sale of Assets

~~During the third quarter of 2017~~On April 2, 2018, the Company ~~sold two of~~closed on an agreement to sell its ~~retail properties~~grain elevators in Humboldt, Kenton and Dyer, Tennessee for ~~$7.6~~$19.5 million, ~~and recorded~~plus working capital, recording a ~~$5.7 million gain in Other income, net.~~nominal gain.

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, and inventory and fixtures liquidation efforts are complete. The~~ Company incurred minimal additional exit charges during the third quarter of 2017 and a total of $11.5 million through the first three quarters of 2017, consisting primarily of employee severance and related benefits. As a result of the closure, the Company also classified ~~$8.4~~$9.8 million of Property, plant and equipment, net as Assets held for sale on the Condensed Consolidated Balance Sheet at ~~September~~June 30, 2018. This includes $4.2 million of Retail store assets, $4.1 million of Rail Group assets, $1.3 million of Grain assets relating to its Como, Tennessee operations, and $0.2 million relating to administrative offices at an outlying location in the Plant Nutrient Group

The Company classified $37.9 million of Property, plant and equipment, net as Assets held for sale on the Condensed Consolidated Balance 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 of 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 $10.0 million of Property, plant and equipment, net as Assets held for sale on the Condensed Consolidated Balance Sheet at June 30, 2017, all of which related to Retail store assets.

The Retail business closed during the second quarter of 2017. Inventory and fixtures liquidation efforts were completed throughout the year, and no additional charges were incurred during the first six months of 2018. The Company recorded

$3.5 million of exit charges during the second quarter of 2017 for a total of $11.3 million of exit charges recorded during the first six months of 2017.

~~17. Goodwill and Other Intangible Assets~~18. Subsequent Events

~~The changes~~

On July 16, 2018, the Company signed an agreement to sell one of its convertible preferred security investments for a pre-tax gain of approximately $3.9 million, expected to close in the ~~carrying~~third quarter.

On August 2, 2018, The Andersons Railcar Leasing Company LLC amended its line of credit agreement with a syndicate of banks. The amended agreement provides for an increased credit facility in the amount of ~~goodwill by reportable segment for the nine months ended September 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 September 30, 2017 $ 1,171
$ 17,767
$ 4,167
$ 23,105

The Company recorded a goodwill impairment charge of $42.0 million associated with the Wholesale reporting unit in the second quarter of 2017. 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 greater risk of future impairment to the remaining goodwill balance of $17.1$200 million. ~~The Company will be completing its annual goodwill assessment as of October 1.~~

Any negative change in assumptions, including decreased current performance and/or forecasted performance, as well as increased interest rates and/or cost of capital will negatively impact the fair value of the reporting unit. Increases in the book value of the reporting unit, such as additional capital investments or working capital increases will also negatively impact the goodwill assessment. Finally relative performance shortfalls, when compared to peer results, could also negatively impact the goodwill assessment. The magnitude of each of these changes may result in additional goodwill impairment in the fourth quarter of 2017.

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, 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 ~~third~~second 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 second quarter performance reflects a strong performance resulted in improved earnings compared to the ~~third~~second quarter ~~reflects continued recovery from the prior year. Holding wheat has~~of 2017. Market volatility led to ~~higher space income. Our risk management services and trading income has also improved.~~better merchandising opportunities, as well as significant improvement in our earnings in equity affiliates.

Grain inventories on hand at ~~September~~June 30, ~~2017~~2018 were ~~75.1~~80.9 million bushels, of which ~~1.0~~0.1 million bushels were stored for others. These amounts compare to ~~67.0~~78.0 million bushels on hand at ~~September~~June 30, ~~2016,~~2017, of which ~~1.0~~0.8 million bushels were stored for others. Total grain storage capacity, ofincluding temporary pile storage, was approximately 145 million bushels at June 30, 2018 compared to 153 million bushels at ~~September~~June 30, ~~2017 was unchanged from September 30, 2016.~~2017. This decrease in capacity is a result of the sale of three Tennessee locations in the second quarter of 2018.

~~After a late start, harvest is underway in our core markets~~The Grain Group will continue to capitalize on market volatility while growing originations, risk management services, and ~~wet weather has caused it to be drawn out. We expect varying drying and mixing opportunities, depending on commodity and location.~~

its food ingredients business.

Ethanol Group

The Ethanol Group's ~~third~~second quarter results reflect ~~continued lower ethanol margins~~increased volumes from more efficient production as ~~supply exceeded demand during~~well as improvement in our earnings in equity affiliates. The group is also seeing higher DDG values due to the ~~quarter. DDG margins have continued~~lack of vomitoxin issues in the current year. The Company began construction of its new bio-refinery facility in the first quarter and the project remains on target, expected to be ~~negatively impacted by the elevated levels of vomitoxin~~completed in eastern draw areas. The weak ethanol and DDG margins were partially offset by high ethanol export demand and strong E-85 and corn oil sales. Looking forward, we expect margins to continue to be impacted by high industry production and inventory levels.2019.

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


(in thousands)	Three months ended September 30,		Nine months ended September 30,		Three months ended June 30,		Six months ended June 30,
	2017	2016	2017	2016	2018	2017	2018	2017
Ethanol (gallons shipped)	108,452	73,990	307,379	223,236	117,061	109,504	220,136	198,927
E-85 (gallons shipped)	12,482	11,309	32,385	26,722	16,577	10,646	31,479	19,903
Corn Oil (pounds shipped)	4,504	3,639	12,842	10,921	5,567	4,078	10,374	8,338
DDG (tons shipped) *	42	42	121	122	42	37	81	79

* 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 its customers is excluded here.

Plant Nutrient Group

The Plant Nutrient Group's ~~third~~second quarter results reflect ~~a continued depressed~~considerably lower margins in our primary and specialty nutrient ~~market. Quarterly wholesale nutrient volumes increased over the prior year, but the oversupply of base nutrients~~products despite an increase in volumes. Strong results in the ~~market has continued~~lawn business partially offset the wholesale business margin challenges. We expect volume and margin pressures in the wholesale business to ~~put pressure on prices, which has compressed overall margins. The quarterly results were also negatively impacted by~~continue to be a ~~settlement reserve~~challenge for ~~a 2015 legal claim, which was settled in October, 2017. As we moved into 2018, we expect low prices and oversupply conditions to persist, putting further pressure on margins into next year.~~the remainder of 2018.

Storage capacity at our wholesale nutrient and farm center facilities, including leased storage, was approximately ~~478~~484 thousand tons for dry nutrients and approximately ~~525~~515 thousand tons for liquid nutrients at ~~September~~June 30, ~~2017 and~~2018, compared to approximately ~~488~~486 thousand tons for dry nutrients and approximately ~~547~~527 thousand tons for liquid nutrients at ~~September~~June 30, ~~2016. The decrease in our storage capacity is a result of the sales of Florida farm center assets in the first quarter of~~ 2017.

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

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Wholesale Nutrients - Base nitrogen, phosphorus, potassium 236
219
971
980
Wholesale Nutrients - Value added products 84
78
387
404
Other (includes Farm Centers, Turf, and Cob) 58
73
334
398
Total tons 378
370
1,692
1,782



(in thousands)	Three months ended June 30,		Six months ended June 30,
	2018	2017	2018	2017
Primary nutrients	657	628	859	845
Specialty nutrients	247	221	433	430
Other	13	16	29	39
Total tons	917	865	1,321	1,314

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 Rail Group ~~performed well~~reported income from steady improvement despite a $4.7 million impairment charge from a decision to scrap about 550 idle, out-of-favor cars during the second quarter of 2018. The group saw an increase in the third quarter despite soft market conditions. Utilization rates are recovering at a very modest pace, however, lease rates are still under pressure from an over-supplied car market and we expect lease rates to continue to be pressured into next year.

~~The Group's~~ average utilization rates ~~declined~~ from ~~86.2~~84.4 percent in the ~~third~~second quarter of ~~2016~~2017 to ~~85.8~~89.5 percent in the ~~third~~second quarter of ~~2017. Average lease rates also declined compared to~~2018. When the ~~prior year.~~scrapping project is complete, the utilization rate should rise by approximately 2 percent excluding other factors. Rail Group assets under management (owned, leased or managed for financial institutions in non-recourse arrangements) at ~~September~~June 30, 2018 were 23,059 compared to 23,649 at June 30, 2017, ~~were 22,986 compared~~due to ~~23,203 at September 30, 2016.~~

the scrapped cars and excluding the remaining cars held for sale.

The Group ~~has purchased over 1,500 railcars with leases attached through~~will look to take advantage of stronger GDP growth in our leasing business despite the ~~third quarter~~headwinds from increased tank car certification expenses and lack of ~~2017 and continues to focus on strategically purchasing railcars and managing~~certain car sale gains from the ~~average age~~impact of new accounting standards. The Group also expects continued rebound of the ~~fleet, as well as looking for opportunities to open new~~railcar repair ~~facilities.~~business.

~~Retail Group~~

The Retail Group has completed its liquidation efforts and is focused on selling its remaining real estate assets. We have closed on the sale of two of the four properties in the third quarter of 2017, recording a $5.7 million gain.

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 September 30,				Nine months ended September 30,					Three months ended June 30,						Six months ended June 30,
(in thousands)	2017		2016		2017			2016		2018			2017			2018			2017
Sales and merchandising revenues	$	836,595	$	859,612	$	2,682,273		$	2,811,735	$	911,402		$	993,662		$	1,547,141		$	1,845,678
Cost of sales and merchandising revenues	766,924		782,597		2,448,310			2,569,923		820,928			905,828			1,392,962			1,681,386
Gross profit	69,671		77,015		233,963			241,812		90,474			87,834			154,179			164,292
Operating, administrative and general expenses	68,456		78,767		220,331			234,053		59,853			69,544			124,110			151,089
Asset impairment										6,272			—			6,272			—
Goodwill impairment	—		—		42,000			—		—			42,000			—			42,000
Interest expense (income)	5,384		4,441		17,472			18,046		7,825			5,988			14,824			12,088
Equity in earnings (losses) of affiliates, net	3,586		8,422		8,093			3,789		9,803			6,385			13,376			4,507
Other income (expense), net	5,588		2,216		18,117			11,144		2,828			4,248			4,514			11,743
Income (loss) before income taxes	5,005		4,445		(19,630		)	4,646		29,155			(19,065		)	26,863			(24,635		)
Income (loss) attributable to noncontrolling interests	83		1,619		73			1,711		(116		)	(64		)	(398		)	(10		)
Income (loss) before income taxes attributable to The Andersons, Inc.	$	4,922	$	2,826	$	(19,703	)	$	2,935	$	29,271		$	(19,001	)	$	27,261		$	(24,625	)

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

Grain Group


	Three months ended September 30,					Three months ended June 30,
(in thousands)	2017			2016		2018		2017
Sales and merchandising revenues	$	497,613		$	550,189	$	365,920	$	488,447
Cost of sales and merchandising revenues	465,297			519,724		331,213		458,000
Gross profit	32,316			30,465		34,707		30,447
Operating, administrative and general expenses	27,622			27,743		25,573		25,955
Asset impairment						1,564		—
Interest expense (income)	1,898			1,737		3,930		2,327
Equity in earnings (losses) of affiliates, net	(694		)	533		5,510		2,903
Other income (expense), net	539			361		727		1,861
Income (loss) before income taxes	$	2,641		$	1,879	$	9,877	$	6,929

Operating results for the Grain Group improved by ~~$0.8~~$2.9 million compared to the results of the same period last year. Sales and merchandising revenues decreased ~~$52.6~~$122.5 million due to a 43% decrease in bushels sold as more bushels are being strategically stored due to strong space income opportunities in the market and an intentional reduction in bushels sold directly from supplier to customer as the group continues to focus only on the most profitable markets to increase margins. Additionally, bushels received are down 13% compared to the same period in 2016 due to a later start to harvest, 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 ~~$54.4~~$126.8 million for a net favorable gross profit impact of ~~$1.9~~$4.3 million. The adoption of ASC 606 led to a decrease in revenue of $183.1 million and an equal offsetting decrease to cost of sales. The gross profit increase was primarily driven by $2.8 million increase in space income relating primarily to wheat as the value of storage capacity has significantly improved, as well as a $3.0 million increase from risk management fees, trading incomestronger sales volumes and other items compared to the same period in 2016. These increases were partially offset by a $3.9 million decrease in drying and mixing income. The decrease is due to unusually high drying and mixing incomemerchandising margins in the ~~prior year that did not recur~~second quarter of 2018.

Asset impairment charges of $1.6 million related to one additional grain elevator in ~~the current year.~~Tennessee. These assets are classified as held for sale as of June 30, 2018.

Equity in earnings of affiliates ~~declined $1.2~~improved by $2.6 million ~~primarily~~ due to ~~lower~~better operating results from ~~our Canadian affiliate~~Lansing Trade Group during the quarter.

Ethanol Group


	Three months ended September 30,					Three months ended June 30,
(in thousands)	2017			2016		2018			2017
Sales and merchandising revenues	$	191,531		$	139,413	$	200,938		$	187,831
Cost of sales and merchandising revenues	185,143			133,112		195,896			184,511
Gross profit	6,388			6,301		5,042			3,320
Operating, administrative and general expenses	4,526			3,025		3,641			2,243
Interest expense (income)	(27		)	11		(270		)	(22		)
Equity in earnings (losses) of affiliates, net	4,280			7,889		4,293			3,482
Other income (expense), net	12			6		45			15
Income (loss) before income taxes	6,181			11,160		6,009			4,596
Income (loss) attributable to noncontrolling interests	83			1,619		(116		)	(64		)
Income (loss) before income taxes attributable to The Andersons, Inc.	$	6,098		$	9,541	$	6,125		$	4,660

Operating results for the Ethanol Group ~~decreased $3.4~~improved $1.5 million from the same period last year. Sales and merchandising revenues increased ~~$52.1~~$13.1 million compared to the results of the same period last year. This was driven by a ~~47%~~10% increase in ethanol gallons sold and a ~~portion of which is attributable to the Albion plant expansion.~~57% increase in E-85 sales. Cost of sales and merchandising revenues increased atas a ~~higher rate than revenues as~~result of the ~~cost of corn increased 4%~~increase in sales volume and ~~the natural gas cost per gallon increased 5%. Despite higher volumes, higher input costs caused gross profit to remain flat between periods.~~a decrease in overall margins.

Operating, administrative and general expenses increased ~~$1.5~~$1.4 million ~~compared~~primarily due to a project that allowed certain costs to be capitalized in the ~~same period in 2016, primarily as a result of the write-off of a capital project.~~ prior year.

Equity in earnings of affiliates ~~decreased $3.6~~increased $0.8 million due to ~~declining~~improved results from the unconsolidated ethanol LLCs. ~~These~~The improved results were ~~primarily~~ driven by ~~low~~an increase in ethanol sales volumes and higher DDG margins. The decrease is also driven by our merging TAEI with and into TAME in the first quarter. 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. With a 33% direct ownership in TAME now, our share of gains and losses recorded in equity in earnings of affiliates will decrease, with a corresponding decrease in income attributable to noncontrolling interests.values.

Plant Nutrient Group


	Three months ended September 30,						Three months ended June 30,
(in thousands)	2017			2016			2018		2017
Sales and merchandising revenues	$	103,620		$	101,770		$	303,106	$	264,736
Cost of sales and merchandising revenues	86,271			82,383			265,939		224,802
Gross profit	17,349			19,387			37,167		39,934
Operating, administrative and general expenses	22,086			25,746			21,024		22,580
Goodwill impairment							—		42,000
Interest expense (income)	1,561			1,583			1,641		1,815
Other income (expense), net	(1,622		)	711			622		636
Income (loss) before income taxes	$	(7,920	)	$	(7,231	)	$	15,124	$	(25,825	)

Operating results for the Plant Nutrient Group ~~declined $0.7~~improved $40.9 million over the same period in the prior year, driven mostly from the nonrecurring goodwill impairment charge recorded in the prior year. Sales and merchandising revenues ~~were relatively unchanged, as the 7%~~increased $38.4 million. Wholesale revenue increased $29.0 million due to a 9.5% increase in ~~wholesale nutrient~~primary tons ~~sold was mostly offset~~and an increase of 7.4% specialty tons. Lawn tons increased 29.9% resulting in an increase of revenue by ~~a 21% decrease in other tons sold.~~$7.7 million. Cost of sales and merchandising revenues increased ~~$3.9~~$41.1 million, primarily due to ~~a 2%~~

the increase in ~~overall tons sold, as well as higher cost~~volumes previously noted. Gross profit decreased $2.8 million. Specialty and Primary sales were the primary driver of ~~certain wholesale nutrient inventory carried over from the spring. As such, gross profit for the Plant Nutrient Group decreased $2.0 million from the same period last year. Margins remain tight~~this decrease due to ~~competitive pressures and margin compression in the wholesale and farm center businesses resulting from lower base nutrient prices and lower crop prices.~~compressed margins.

Operating, administrative and general expenses decreased ~~$3.7~~$1.6 million, largely due to $1.8 million of labor and benefit reductions relating to the sale of farm center locations in Florida and lower incentive compensation expense. Smaller reductions were also realized in a number of other categories as part of our overall cost control efforts. ~~Other income (expense), net decreased $2.3 million, primarily as a result of a $2.2 million legal settlement reserve recorded during the quarter.~~

Rail Group


	Three months ended September 30,				Three months ended June 30,
(in thousands)	2017		2016		2018		2017
Sales and merchandising revenues	$	43,093	$	38,201	$	41,438	$	38,149
Cost of sales and merchandising revenues	29,671		25,674		27,880		25,450
Gross profit	13,422		12,527		13,558		12,699
Operating, administrative and general expenses	6,246		4,528		5,863		5,395
Asset impairment					4,708		—
Interest expense (income)	1,742		1,696		2,718		1,936
Other income (expense), net	693		451		675		492
Income (loss) before income taxes	$	6,127	$	6,754	$	944	$	5,860

Operating results declined ~~$0.6~~$4.9 million from the same period last year. Sales and merchandising revenues increased ~~$4.9~~$3.3 million. ~~Revenue~~Leasing revenues increased by $2.0 million due to higher utilization, while revenues from car sales increased ~~by $5.2~~$1.5 million due to higher car sales, ~~while repair~~including scrapping activity. Repair and other revenues ~~increased by $0.6~~decreased $0.2 million. ~~These were partially offset by a $0.9 million decrease in leasing revenues due to lower average utilization and lease rates compared to the prior year.~~ Cost of sales and merchandising revenues increased ~~$4.0~~$2.4 million compared to the prior year ~~almost entirely~~ due to ~~increased~~an increase in car sales. As a result, gross profit increased $0.9 million compared to last year. ~~This increase was driven by $1.2~~

Asset impairment charges were recorded for $4.7 million from ~~car sale margins~~a decision to scrap idle, out-of-favor cars during the second quarter of 2018, taking advantage of high scrap prices.

Interest expense increased $0.9 million as a result of the revolving asset based loan agreement entered in to during the first quarter of 2018.

Other



	Three months ended June 30,
(in thousands)	2018			2017
Sales and merchandising revenues	$	—		$	14,499
Cost of sales and merchandising revenues	—			13,065
Gross profit	—			1,434
Operating, administrative and general expenses	3,752			13,371
Interest expense (income)	(194		)	(68		)
Other income (expense), net	759			1,244
Income (loss) before income taxes	$	(2,799	)	$	(10,625	)

Sales and ~~slight~~merchandising revenues decreased $14.5 million, cost of sales and merchandising revenues decreased $13.1 million and gross profit decreased $1.4 million. These decreases are a result of the retail business partially operating in ~~leasing, repair and other businesses.~~the second quarter of 2017 but no longer operational in 2018.

Operating, administrative and general expenses ~~increased $1.7~~decreased $9.6 million primarily due to ~~higher~~a decrease in labor, severance, benefits and ~~benefit costs from opening new repair shops and reserves related to a fatality at a repair shop.~~

~~Retail Group~~

Three months ended September 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 738
$ 30,039
Cost of sales and merchandising revenues 542
21,704
Gross profit 196
8,335
Operating, administrative and general expenses 1,542
9,858
Interest expense (income) 99
138
Other income (expense), net 5,869
83
Income (loss) before income taxes $ 4,424
$ (1,578 )

~~Operating results for the Retail Group improved $6.0 million primarily due to the gains recognized in~~ other ~~income on the sale of two store properties during the quarter. The decreases~~operating expenses that were incurred in the ~~remaining captions above reflect the impact~~second quarter of 2017 as a result of the ~~closure~~shutdown of the retail business ~~and additional liquidation efforts.~~

~~Other~~

Three months ended September 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ —
$ —
Cost of sales and merchandising revenues —
—
Gross profit —
—
Operating, administrative and general expenses 6,434
7,867
Interest expense (income) 111
(724 )
Other income (expense), net 97
604
Income (loss) before income taxes $ (6,448 ) $ (6,539 )

~~The other operating loss~~but not ~~allocated to business segments decreased $0.1 million compared to the same period~~incurred in the ~~prior year. Operating, administrative and general expenses decreased $1.4 million due to lower incentive compensation expense and a reduction in health care claims.~~second quarter of 2018.

Income Taxes

For the ~~third quarter of 2017,~~three months ended June 30, 2018, the Company recorded income tax expense of ~~$2.4~~$7.7 million ~~was provided~~ at an effective rate of ~~47.7%~~23.6%. In 2017, the ~~third quarter of 2016,~~company recorded an income tax expense of ~~$1.1~~$7.7 million ~~was provided~~ at ~~24.8%~~an effective tax rate of (40.1)%. The ~~higher 2017~~change in 2018 effective tax rate is primarily due to ~~decreased benefit related to federal railroad track maintenance tax credits and~~ the ~~absence~~benefits of tax ~~benefit recorded in 2016 related to a previous business acquisition.~~reform.

The Company anticipates that its 2017 annual effective tax rate will be 227.8%. 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 and the lack of current year benefit related to federal railroad track maintenance tax credits

Comparison of the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 with the ~~nine~~six months ended ~~September~~June 30, ~~2016:~~2017:

Grain Group


	Nine months ended September 30,					Six months ended June 30,
(in thousands)	2017		2016			2018		2017
Sales and merchandising revenues	$	1,464,588	$	1,611,992		$	642,772	$	966,975
Cost of sales and merchandising revenues	1,378,176		1,547,776			582,015		912,879
Gross profit	86,412		64,216			60,757		54,096
Operating, administrative and general expenses	78,904		83,127			51,527		51,282
Asset impairment						1,564		—
Interest expense (income)	6,921		7,185			6,889		5,023
Equity in earnings (losses) of affiliates, net	864		(6,141		)	7,497		1,558
Other income (expense), net	3,046		3,671			1,573		2,507
Income (loss) before income taxes	4,497		(28,566		)	$	9,847	$	1,856
Income (loss) attributable to noncontrolling interests	—		(3		)
Income (loss) before income taxes attributable to The Andersons, Inc.	$	4,497	$	(28,563	)

Operating results for the Grain Group improved by ~~$33.1~~$8.0 million compared to the results of the same period last year. Sales and merchandising revenues decreased ~~$147.4~~$324.2 million due to a 28% decrease in bushels sold as more bushels are being strategically stored due to strong space income opportunities in the market and an intentional reduction in bushels sold directly from supplier to customer as the group continues to focus only on the most profitable markets to increase margins. Additionally, bushels received are down 18% compared to the same period in 2016 due to a later start to harvest, which ~~is also a partial driver in the decline in sales. This decrease~~ was more than offset by a ~~decrease of~~decreased in cost of sales and merchandising revenues of $330.9 million for a net favorable gross profit impact of ~~$22.2~~$6.7 million. The adoption of ASC 606 led to a decrease in revenue of $345.0 million and an equal offsetting decrease to cost of sales. The gross profit increase was driven by a $27.5 million increase in space income relating to corn, beans, and wheat as the value of storage capacity has significantly improved, as well as a $4.0 million increase from risk management fees, trading income and other items compared to the prior year. This increase was partially offset by decreases in drying and mixing income and the 2016 Iowa divestiture totaling $9.3 million. Of thisincreased sales volumes on similar margins.

~~decrease, drying and mixing income accounted~~Asset impairment charges were recorded for ~~$7.9~~$1.6 million ~~due~~related to ~~unusually high drying and mixing income~~Grain operations in ~~the prior year that did not recur in the current year.~~

Operating, administrative and general expenses decreased by $4.2 million compared to the same period in 2016 due to a $3.5 million decrease in expenses relating to the Iowa divestiture and a $2.8 million decrease in labor and benefit costs primarily due to productivity efforts.Tennessee. These ~~decreases were partially offset by minor increases in depreciation, utilities and maintenance expenses.~~assets are classified as held for sale as of June 30, 2018.

Equity in earnings of affiliates improved ~~$7.0~~by $5.9 million due to ~~the improved~~better operating results ~~of LTG, which also continues to recover~~ from ~~under performance in its core markets in 2016.~~Lansing Trade Group.

Ethanol Group


	Nine months ended September 30,					Six months ended June 30,
(in thousands)	2017			2016		2018			2017
Sales and merchandising revenues	$	533,515		$	396,626	$	373,776		$	341,984
Cost of sales and merchandising revenues	518,267			383,419		365,868			333,124
Gross profit	15,248			13,207		7,908			8,860
Operating, administrative and general expenses	10,016			8,380		6,670			5,490
Interest expense (income)	(52		)	34		(311		)	(25		)
Equity in earnings (losses) of affiliates, net	7,229			9,930		5,879			2,949
Other income (expense), net	34			39		138			22
Income (loss) before income taxes	12,547			14,762		7,566			6,366
Income (loss) attributable to noncontrolling interests	73			1,714		(398		)	(10		)
Income (loss) before income taxes attributable to The Andersons, Inc.	$	12,474		$	13,048	$	7,964		$	6,376

Operating results for the Ethanol Group ~~decreased $0.6~~improved $1.6 million from the same period last year. Sales and merchandising revenues increased ~~$136.9~~$31.8 million compared to the results of the same period last year. This was driven by a ~~38%~~13% increase in ethanol gallons sold, a portion of which is attributable to the Albion plant expansion that was not operating at its current capacity until the second quarter of 2017, and a 3%58% increase in ~~ethanol prices.~~E-85 sales. Cost of sales and merchandising revenues increased as a result of the increase in sales volume. Gross profit declined due to ~~these higher volumes and~~ a ~~21% increase~~decrease of 8% in ~~natural gas costs. These factors led to a $2.0 million increase in gross profit, much~~the average selling price of ~~which was from the first quarter.~~ethanol.

Operating, administrative and general expenses increased ~~$1.6~~$1.2 million ~~compared~~primarily due to a project that allowed certain costs to be capitalized in the ~~same period in 2016, primarily as a result of the write-off of a potential capital project.~~ prior year.

Equity in earnings of affiliates ~~decreased $2.7~~increased $2.9 million due to ~~declining~~improved results from the unconsolidated ethanol LLCs. These results were primarily driven by low ethanol and DDG margins. The decrease is also driven by our merging TAEI with and into TAME in the first quarter. 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. With a 33% direct ownership in TAME now, our share of gains and losses recorded in equity in earnings of affiliates will decrease, with a correlated decrease in incomeare partially attributable to ~~noncontrolling interests.~~higher DDG and the fact that we have not experienced the vomitoxin issues that were prevalent in 2017, as well as higher ethanol sales volumes.

Plant Nutrient Group


	Nine months ended September 30,					Six months ended June 30,
(in thousands)	2017			2016		2018		2017
Sales and merchandising revenues	$	514,943		$	588,797	$	438,723	$	411,323
Cost of sales and merchandising revenues	431,852			493,144		379,319		345,581
Gross profit	83,091			95,653		59,404		65,742
Operating, administrative and general expenses	67,727			74,814		41,381		45,641
Goodwill impairment	42,000			—		—		42,000
Interest expense (income)	5,016			5,559		3,082		3,455
Other income (expense), net	4,578			2,728		1,274		6,200
Income (loss) before income taxes	$	(27,074	)	$	18,008	$	16,215	$	(12,244	)

Operating results for the Plant Nutrient Group ~~declined $45.1~~improved $35.4 million over the same period in the prior year, driven mostly from the ~~same period~~nonrecurring goodwill impairment charge recorded in the prior year. Sales and merchandising revenues ~~decreased $73.9~~increased $27.4 million. Approximately half of the decrease is due to a 2% decrease in wholesale tons sold and 8% decrease in average wholesale prices. The primary driver for the remaining decrease is a 16% decrease in other tons sold and a 7% decrease in average prices in our farm center business. The decrease in other tons sold is as a result of the sales of our farm center locations in Florida in the first quarter of 2017 and Iowa in the first quarter of 2016. Cost of sales and merchandising revenues decreased $61.3 million as a result of the same factors. As such, gross profit decreased $12.6 million from the same period last year. Margins remain tight due to competitive pressures and margin compression in the wholesale and farm center businesses resulting from lower base nutrient prices and lower crop prices.

Operating, administrative and general expenses decreased $7.1 million. The largest driver was a $4.1 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 second quarter 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.

~~Other income~~Revenues increased ~~$1.9 million primarily as a result of a $4.7 million gain on the sale of farm center locations in Florida, offset by a $2.2 million legal settlement reserve.~~

~~Rail Group~~

Nine months ended September 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 121,632
$ 118,152
Cost of sales and merchandising revenues 83,203
77,463
Gross profit 38,429
40,689
Operating, administrative and general expenses 17,141
14,396
Interest expense (income) 5,487
5,608
Other income (expense), net 2,264
2,013
Income (loss) before income taxes $ 18,065
$ 22,698

~~Operating results for the Rail Group declined~~ ~~$4.6 million from the same period last year. Sales and merchandising revenues increased $3.5 million. Revenue from car sales increased by $4.6~~$40.2 million due to a ~~higher volume of car sales while repair~~5% increase in specialty and ~~other revenues increased by $2.9 million. These increases were~~primary tons within the wholesale business, which was partially offset by a ~~$4.0 million~~24% decrease in ~~leasing revenues due to average utilization~~farm center tons, most of ~~84.6%~~which is a result of selling the Florida farm center locations in ~~the current year and 88.8% in the prior year, as well as a 2% decrease in lease rates compared to~~ the prior year. Cost of sales and merchandising revenues increased $5.7 million compared to the prior year due to increased car sales and higher storage costs because fewer cars were in service. Gross profit decreased $2.3 million compared to last year. This decrease was driven by a $5.6 million reduction in our leasing gross profit, offset by a $2.1 million increase in our repair and other business and slight increases in car sale margins.

~~Operating, administrative and general expenses increased $2.7~~$33.7 million, primarily due to ~~higher labor and benefit costs from opening new repair shops and reserves related to a fatality at a repair shop.~~

~~Retail Group~~

Nine months ended September 30,
(in thousands) 2017 2016
Sales and merchandising revenues $ 47,595
$ 96,168
Cost of sales and merchandising revenues 36,812
68,121
Gross profit 10,783
28,047
Operating, administrative and general expenses 26,956
30,513
Interest expense (income) 269
441
Other income (expense), net 7,302
263
Income (loss) before income taxes $ (9,140 ) $ (2,644 )

~~Operating results for~~ the ~~Retail Group declined $6.5 million from the same period last year. Sales and merchandising~~volume changes noted above. While revenues ~~decreased $48.6 million while cost of sales and merchandising revenues decreased $31.3 million. These decreases were~~increased due to ~~lower~~an increase in volumes, ~~as a result of the closure of the retail business during the second quarter of 2017. Additionally, inventory marked down for liquidation caused a significant decrease in~~ margins were compressed leading to a ~~$17.3~~$6.3 million decrease in gross profit.

Operating, administrative and general expenses decreased ~~by $3.6~~$4.3 million, largely due to our overall cost control efforts and as a result of lower operating costs related to the group be operational for only a portion of the year. This decrease was partially offset by one time exit charges of $11.5 million, most of which was for severance costs. Florida farm center locations being sold in 2017.

Other income ~~increased primarily due to $5.7~~(expense), net decreased $4.9 million ~~gains on the sale of two store properties and~~as 2017 includes a ~~$1.2~~$4.7 million gain on the sale of ~~fixtures.~~farm center locations in Florida.

Rail Group



	Six months ended June 30,
(in thousands)	2018		2017
Sales and merchandising revenues	$	91,870	$	78,539
Cost of sales and merchandising revenues	65,760		53,532
Gross profit	26,110		25,007
Operating, administrative and general expenses	12,094		10,895
Asset impairment	4,708		—
Interest expense (income)	5,086		3,745
Other income (expense), net	691		1,571
Income (loss) before income taxes	$	4,913	$	11,938

Operating results declined $7.0 million from the same period last year. Sales and merchandising revenues increased $13.3 million. Revenue from car sales increased by $11.5 million, including cars scrapped, and leasing revenues increased by $3.7 million due to higher utilization. These were offset by a $1.9 million decrease in repair and other revenues. Cost of sales and merchandising revenues increased $12.2 million compared to the prior year primarily due to an increase in car sales. As a result, gross profit increased $1.1 million compared to last year.

Operating, administrative and general expenses increased primarily due to an increase in depreciation from cars added to the balance sheet as a result of the new revenue accounting standard.

Asset impairment charges were recorded for $4.7 million from a decision to scrap idle, out-of-favor cars during the second quarter of 2018.

Other income decreased $0.9 million, as end of lease settlements that occurred in the first quarter of 2017 did not recur.

Other


	Nine months ended September 30,						Six months ended June 30,
(in thousands)	2017			2016			2018			2017
Sales and merchandising revenues	$	—		$	—		$	—		$	46,857
Cost of sales and merchandising revenues	—			—			—			36,270
Gross profit	—			—			—			10,587
Operating, administrative and general expenses	19,587			22,823			12,438			37,781
Interest expense (income)	(169		)	(781		)	78			(110		)
Other income (expense), net	893			2,430			838			1,443
Income (loss) before income taxes	$	(18,525	)	$	(19,612	)	$	(11,678	)	$	(25,641	)

~~The other~~Sales and merchandising revenues decreased $46.9 million, cost of sales and merchandising revenues decreased $36.3 million and gross profit decreased $10.6 million. These decreases are a result of the retail business partially operating ~~loss not allocated to business segments decreased $1.1 million compared to the same period~~ in the ~~prior year.~~ first six months of 2017 but no longer operational in 2018.

Operating, administrative and general expenses decreased ~~$3.2~~$25.3 million ~~which was~~primarily due to ~~higher~~a decrease in labor, severance, ~~costs~~benefits and other operating expenses that were incurred in the ~~prior year and~~first half of 2017 as a ~~reduction~~result of the shutdown of the retail business, but not incurred in ~~health care claims. This lower expense was partially offset by a $1.3 million gain on final settlement~~the first half of ~~our pension plan in other income in 2016.~~2018.

Income Taxes

~~In 2017,~~For the six months ended June 30, 2018, an income tax expense of ~~$7.5~~$7.4 million ~~was provided~~ at an effective ~~tax~~ rate of ~~(38.2)%~~27.7%. In ~~2016,~~2017, an income tax expense of ~~$1.5~~$5.1 million was ~~provided~~recorded at ~~32.0%~~(20.8)%. The ~~lower 2017~~change in 2018 effective tax rate ~~relative to the loss before income taxes~~ is primarily due to the benefits of tax reform as well as a ~~$42 million~~nondeductible goodwill impairment charge ~~which did not provide a corresponding tax benefit.~~that was recorded in the prior year.

Liquidity and Capital Resources

Working Capital

At ~~September~~June 30, ~~2017~~2018, the Company had working capital of ~~$214.3~~$222.7 million. The following table presents changes in the components of current assets and current liabilities:


(in thousands)	September 30, 2017		September 30, 2016		Variance			June 30, 2018		June 30, 2017		Variance
Current Assets:
Cash and cash equivalents	$	24,478	$	78,158	$	(53,680	)	$	58,611	$	18,934	$	39,677
Restricted cash	—		190		(190		)	—		1,033		(1,033		)
Accounts receivable, net	196,192		173,593		22,599			218,476		186,331		32,145
Inventories	475,602		427,754		47,848			495,611		463,205		32,406
Commodity derivative assets – current	45,202		59,837		(14,635		)	54,259		11,619		42,640
Other current assets	53,958		43,761		10,197			42,648		59,873		(17,225		)
Assets held for sale	8,383		—		8,383			9,816		10,028		(212		)
Total current assets	803,815		783,293		20,522			879,421		751,023		128,398
Current Liabilities:
Short-term debt	19,000		—		19,000			185,000		124,000		61,000
Trade and other payables	381,359		356,931		24,428			282,221		267,194		15,027
Customer prepayments and deferred revenue	29,520		15,725		13,795			16,103		15,113		990
Commodity derivative liabilities – current	38,578		59,770		(21,192		)	85,160		18,104		67,056
Accrued expenses and other current liabilities	67,064		68,465		(1,401		)	74,512		69,256		5,256
Current maturities of long-term debt	53,972		51,520		2,452			13,700		62,482		(48,782		)
Total current liabilities	589,493		552,411		37,082			656,696		556,149		100,547
Working Capital	$	214,322	$	230,882	$	(16,560	)	$	222,725	$	194,874	$	27,851

~~September~~June 30, ~~2017~~2018 current assets increased ~~$20.5~~$128.4 million in comparison to those of ~~September~~June 30, ~~2016.~~2017. This increase was primarily due to increases in cash, accounts receivable, inventories and accounts receivable. The increase in inventory relates to higher grain inventories from higher wheat and bean prices and more bushels owned. This increase was partially offset by the liquidation of retail inventory in the current year.commodity derivative assets. Accounts receivable increased due to the amount and timing of sales in the Grain group. The increase in inventory relates to the timing of shipments in Grain, an increase in wholesale inventory as purchases were made earlier in the year due to rising commodity prices and the timing of summer fill programs, and an increase in Ethanol ~~businesses.~~inventory due to increased inventory in-transit as a result of shipping more product FOB destination. Current commodity derivative assets and liabilities, 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, ~~have decreased.~~show a net decrease. See also the discussion below on additional sources and uses of cash for an understanding of the decrease in cash from prior year.

Current liabilities increased ~~$37.1~~$100.5 million compared to the prior year primarily due to ~~an increase~~increases in short-term debt ~~trade~~ and ~~other payables, and customer prepayments and deferred revenue. Short-term~~commodity derivative liabilities. This increase was partially offset by a decrease in current maturities of long-term debt ~~increased as a result of higher borrowings on the short-term line of credit in the current year. Trade and other payables increased~~ due to the timing of ~~activity and processing~~ payments within the Grain and Ethanol businesses. The increase in customer prepayments and deferred revenues related to an increase in wholesale nutrient tons that have been prepaid. Changes in the commodity derivative liabilities balance partially offset this increase, which is mentioned above.for certain debt instruments

Sources and Uses of Cash

Operating Activities

Our operating activities ~~provided~~used cash of ~~$60.7~~$43.9 million and ~~$41.3~~$45.2 million in the first ~~nine~~six months of ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~increase~~decrease in cash ~~provided~~used was due to ~~several factors. Net income excluding the non-cash impact of impairments increased by $11.6 million compared to the prior year and the impact of operating asset and liability fluctuations resulted~~changes in a $33.6 million increase in operating cash flows. This was partially offset by a $15.0 million decrease due to improved operating results at our equity affiliates which were not fully distributed in the form of cash,working capital, as ~~well as other individually small fluctuations in operating activities.~~discussed above.

Investing Activities

Investing activities used cash of ~~$64.9~~$46.4 million through the first ~~nine~~six months of ~~2017~~2018 compared to cash ~~provided~~used of ~~$4.8~~$64.2 million in the prior year. ~~This change was due to three main factors.~~ Proceeds from sale of Rail Group assets ~~decreased by $43.1 million. Proceeds~~

~~in 2016 were higher~~increased as a result of ~~a $54.3~~an increase in revenue from car sales. Additionally, cash used for the purchases of property, plant, equipment, and software increased due to costs associated with the beginning stages of the construction of the bio-refinery that began in the first six months of 2018. Finally, there was an increase of $20.5 million proceeds from the sale of ~~underperforming~~ assets ~~in Iowa as well as~~from the ~~redemption~~sale of our investment in the Iowa Northern Railway Corporation for $13.5 million. Additionally, 2017 net spending on railcar acquisitions increased by $45.2 million. The variability in railcar purchases and sales is driven by timing of opportunities in the Rail Group's asset market. Property, plant, and equipment and capitalized software spending partially offset these uses of cash, decreasing $29.4 million compared to the same period in 2016.three Tennessee grain locations.

In ~~2017,~~2018, we expect to spend a total of ~~$175~~$145 million for the purchase of railcars and related leases and capitalized modifications of railcars. We also expect these purchases to be funded from sales and dispositions or non-recourse debt of approximately ~~$150~~$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 ~~$56~~$60 million.

Financing Activities

Financing activities ~~used~~provided cash of ~~$34.0~~$114.1 million and ~~$31.7~~$65.7 million for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, respectively. This was largely due to an increase in short-term borrowings and ~~2016, respectively. While proceeds from~~a decrease of long-term debt ~~issuance decreased $43.0 million, this was largely offset by a reduction in long-term debt payments.~~as discussed above.

We are party to borrowing arrangements with a syndicate of banks that provide a total of ~~$820.0~~$950.0 million in borrowings. This amount includes ~~$20.0~~$15.0 million of debt of The Andersons Denison Ethanol LLC, $70 million of debt of ELEMENT LLC and $65.0 million of debt of The Andersons Railcar Leasing Company LLC, that is non-recourse to the Company. Of that total, we had ~~$718.5~~$642.1 million available for borrowing at ~~September~~June 30, ~~2017.~~2018. Peak short-term borrowings to date were ~~$367.0~~$555 million on ~~February 15, 2017.~~April 12, 2018. Typically, our highest borrowing occurs in the late winter and early spring due to seasonal inventory requirements in our fertilizer and grain businesses.

The company also received cash of $21.8 million for a noncontrolling interest in ELEMENT LLC.

We paid ~~$13.5~~$9.3 million in dividends in the ~~first nine~~six months of ~~2017~~2018 compared to ~~$13.0~~$9.0 million in the prior year. We paid $0.165 per common share for the dividends paid in January and April 2018 and $0.16 per common share for the dividends paid in January and April ~~and July, 2017 and $0.155 per common share for the dividends paid in January, April and July, 2016.~~2017. On ~~August 25, 2017,~~May 11, 2018 we declared a cash dividend of ~~$0.16~~$0.165 per common share payable on ~~October~~July 23, ~~2017~~2018 to shareholders of record on ~~October~~July 2, ~~2017.~~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 ~~September~~June 30, ~~2017.~~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 ~~September~~June 30, ~~2017:~~2018:



Method of Control	Financial Statement	Units
Owned - railcars available for sale	On balance sheet – current	~~290~~1,104
Owned - railcar assets leased to others	On balance sheet – non-current	~~16,650~~18,241
Railcars leased from financial intermediaries	Off balance sheet	~~3,448~~2,543
Railcars in non-recourse arrangements	Off balance sheet	~~2,497~~516
Total Railcars		~~22,885~~22,404
Locomotive assets leased to others	On balance sheet – non-current	32
Locomotives leased from financial intermediaries	Off balance sheet	4
Total Locomotives		36
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 ~~515~~776 railcars for third party customers or owners for which we receive a ~~fee.~~fee and we classified 554 railcars as held for sale as of June 30, 2018, both of which are excluded from the table above.

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 ~~September~~June 30, ~~2017.~~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 ~~September~~June 30, ~~2017,~~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		Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated. (Incorporated by reference to Form 8-K filed June 28, 2018)

10.2		Second Amendment to Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. (Incorporated by reference to Form 8-K filed June 28, 2018)

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 ~~September~~June 30, ~~2017,~~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: ~~November 7, 2017~~August 8, 2018		By /s/ Patrick E. Bowe
		Patrick E. Bowe
		Chief Executive Officer (Principal Executive Officer)

Date: ~~November 7, 2017~~August 8, 2018		By /s/ ~~John Granato~~Brian A. Valentine
		~~John Granato~~Brian A. Valentine
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit Index

The Andersons, Inc.




No.		Description

10.1		Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated. (Incorporated by reference to Form 8-K filed June 28, 2018)

10.2		Second Amendment to Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. (Incorporated by reference to Form 8-K filed June 28, 2018)

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 ~~September~~June 30, ~~2017,~~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.

4446



	Contingent Consideration					Convertible Preferred 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 investments	—		—			—		2,500
Asset (liability) at June 30,	$	—	$	—		$	3,294	$	3,294
Unrealized gains (losses) included in other comprehensive income	—		—			344		—
New investments	—		—			3,000		—
Asset (liability) at September 30,	$	—	$	—		$	6,638	$	3,294