10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

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

For the transition period from              to             

Commission file number 000-20557

THE ANDERSONS, INC.

(Exact name of the registrant as specified in its charter

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

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

(419) 893-5050

(Telephone Number)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

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

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

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

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

The registrant had approximately 28.2 million  common shares outstanding, no par value, at April 30, 2014.

THE ANDERSONS, INC.

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – March 31, 2014, December 31, 2013 and March 31, 2013	3
Condensed Consolidated Statements of Income – Three months ended March 31, 2014 and 2013	5
Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2014 and 2013	6
Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2014 and 2013	7
Condensed Consolidated Statements of Equity – Three months ended March 31, 2014 and 2013	9
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 5. Other Information	38
Item 6. Exhibits	39

2

Part I. Financial Information

Item 1. Financial Statements

The Andersons, Inc. Condensed Consolidated Balance Sheets (Unaudited)(In thousands)
	March 31, 2014		December 31, 2013		March 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	43,693	$	309,085	$	58,284
Restricted cash	652		408		635
Accounts receivable, net	191,972		173,930		197,842
Inventories (Note 2)	725,584		614,923		753,378
Commodity derivative assets – current	119,330		71,319		158,079
Deferred income taxes	9,104		4,931		15,482
Other current assets	48,214		47,188		63,350
Total current assets	1,138,549		1,221,784		1,247,050
Other assets:
Commodity derivative assets – noncurrent	1,365		246		813
Goodwill	58,554		58,554		54,387
Other assets, net	55,974		59,456		50,148
Pension assets	15,079		14,328		—
Equity method investments	232,396		291,109		190,377
	363,368		423,693		295,725
Railcar assets leased to others, net (Note 3)	237,534		240,621		244,706
Property, plant and equipment, net (Note 3)	386,132		387,458		364,307
Total assets	$	2,125,583	$	2,273,556	$	2,151,788

3

The Andersons, Inc. Condensed Consolidated Balance Sheets (continued) (Unaudited)(In thousands)
	March 31, 2014			December 31, 2013			March 31, 2013
Liabilities and equity
Current liabilities:
Borrowings under short-term line of credit	$	226,100		$	—		$	292,100
Accounts payable for grain	183,998			592,183			183,997
Other accounts payable	177,623			154,599			182,013
Customer prepayments and deferred revenue	124,981			59,304			160,191
Commodity derivative liabilities – current	32,153			63,954			50,157
Accrued expenses and other current liabilities	56,290			70,295			52,519
Current maturities of long-term debt (Note 10)	90,760			51,998			43,052
Total current liabilities	891,905			992,333			964,029
Other long-term liabilities	14,749			15,386			16,898
Commodity derivative liabilities – noncurrent	734			6,644			3,220
Employee benefit plan obligations	39,989			39,477			52,927
Long-term debt, less current maturities (Note 10)	306,161			375,213			412,700
Deferred income taxes	128,716			120,082			77,694
Total liabilities	1,382,254			1,549,135			1,527,468
Commitments and contingencies (Note 11)
Shareholders’ equity:
Common shares, without par value (42,000 shares authorized; 28,797 shares issued)	96			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—
Additional paid-in-capital	184,474			184,380			181,845
Treasury shares, at cost (378, 607 and 713 shares at 3/31/14, 12/31/13 and 3/31/13, respectively)	(8,750		)	(10,222		)	(11,418		)
Accumulated other comprehensive loss	(24,157		)	(21,181		)	(43,277		)
Retained earnings	567,849			548,401			480,156
Total shareholders’ equity of The Andersons, Inc.	719,512			701,474			607,402
Noncontrolling interests	23,817			22,947			16,918
Total equity	743,329			724,421			624,320
Total liabilities and equity	$	2,125,583		$	2,273,556		$	2,151,788

See Notes to Condensed Consolidated Financial Statements

4

The Andersons, Inc.

Condensed Consolidated Statements of Income

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

	Three months ended March 31,
	2014		2013
Sales and merchandising revenues	$	1,003,294	$	1,271,970
Cost of sales and merchandising revenues	926,519		1,192,697
Gross profit	76,775		79,273
Operating, administrative and general expenses	70,985		62,008
Interest expense	6,002		6,404
Other income:
Equity in earnings of affiliates, net	20,501		7,804
Other income, net	19,612		2,726
Income before income taxes	39,901		21,391
Income tax provision	13,872		9,079
Net income	26,029		12,312
Net income (loss) attributable to the noncontrolling interests	3,321		(266		)
Net income attributable to The Andersons, Inc.	$	22,708	$	12,578
Per common share:
Basic earnings attributable to The Andersons, Inc. common shareholders	$	0.80	$	0.45
Diluted earnings attributable to The Andersons, Inc. common shareholders	$	0.80	$	0.45
Dividends paid	$	0.1100	$	0.1067

See Notes to Condensed Consolidated Financial Statements

5

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)(In thousands)

	Three months ended March 31,
	2014			2013
Net income	$	26,029		$	12,312
Other comprehensive (loss) income, net of tax:
(Decrease) increase in estimated fair value of investment in debt securities (net of income tax of ($1,958) and $187)	(3,232		)	303
Change in unrecognized actuarial loss and prior service cost (net of income tax of $113 and $232 - Note 14)	187			1,769
Cash flow hedge activity (net of income tax of $42 and $96)	69			30
Other comprehensive (loss) income	(2,976		)	2,102
Comprehensive income	23,053			14,414
Comprehensive income (loss) attributable to the noncontrolling interests	3,321			(266		)
Comprehensive income attributable to The Andersons, Inc.	$	19,732		$	14,680

See Notes to Condensed Consolidated Financial Statements

6

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)

	Three months ended March 31,
	2014			2013
Operating Activities
Net income	$	26,029		$	12,312
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	13,856			14,801
Bad debt expense	377			269
Cash distributions in excess of income of unconsolidated affiliates	45,061			531
Gain on sale of investments in affiliates	(17,055		)	—
Gains on sales of railcars and related leases	(10,769		)	(9,699		)
Excess tax benefit from share-based payment arrangement	(1,608		)	(55		)
Deferred income taxes	6,264			805
Stock-based compensation expense	1,462			768
Other	(2,504		)	102
Changes in operating assets and liabilities:
Accounts receivable	(19,390		)	11,815
Inventories	(110,661		)	23,299
Commodity derivatives	(86,842		)	(34,915		)
Other assets	(1,730		)	(9,534		)
Accounts payable for grain	(408,185		)	(398,656		)
Other accounts payable and accrued expenses	67,082			52,174
Net cash used in operating activities	(498,613		)	(335,983		)
Investing Activities
Acquisition of businesses, net of cash acquired	—			(3,345		)
Purchases of railcars	(14,005		)	(44,241		)
Proceeds from sale of railcars	25,465			36,144
Purchases of property, plant and equipment	(5,523		)	(6,194		)
Proceeds from sale of property, plant and equipment	108			68
Proceeds from sale of investments in affiliates	31,457			—
Change in restricted cash	(244		)	(237		)
Net cash provided by (used in) investing activities	37,258			(17,805		)
Financing Activities
Net change in short-term borrowings	226,100			267,881
Proceeds from issuance of long-term debt	3,598			25,254
Payments of long-term debt	(30,560		)	(17,888		)
Proceeds from sale of treasury shares to employees and directors	1,499			1,587
Payments of debt issuance costs	(3,175		)	(46		)
Dividends paid	(3,107		)	(2,989		)
Excess tax benefit from share-based payment arrangement	1,608			55
Net cash provided by financing activities	195,963			273,854
Decrease in cash and cash equivalents	(265,392		)	(79,934		)
Cash and cash equivalents at beginning of period	309,085			138,218
Cash and cash equivalents at end of period	$	43,693		$	58,284

7

	Three months ended March 31,
	2014		2013
Supplemental disclosure of cash flow information
Capital project costs incurred but not yet paid	$	4,020	$	4,372
Purchase of capitalized software through seller-financing	$	2,562	$	4,294

See Notes to Condensed Consolidated Financial Statements

8

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, 2012	$	96	$	181,627		$	(12,559	)	$	(45,379	)	$	470,628		$	17,032		$	611,445
Net income (loss)												12,578			(266		)	12,312
Other comprehensive income									2,102									2,102
Proceeds received from minority investor															152			152
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,052 (118 shares)			163			1,141												1,304
Dividends declared ($0.1067 per common share)												(2,995		)				(2,995		)
Performance share unit dividend equilavents			55									(55		)				—
Balance at March 31, 2013	$	96	$	181,845		$	(11,418	)	$	(43,277	)	$	480,156		$	16,918		$	624,320
Balance at December 31, 2013	$	96	$	184,380		$	(10,222	)	$	(21,181	)	$	548,401		$	22,947		$	724,421
Net income												22,708			3,321			26,029
Other comprehensive loss									(2,976		)							(2,976		)
Cash distributions to noncontrolling interest															(2,451		)	(2,451		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,530 (214 shares)			18			1,472												1,490
Payment of cash in lieu for stock split (187 shares)			(58		)													(58		)
Dividends declared ($0.1100 per common share)												(3,126		)				(3,126		)
Performance share unit dividend equivalents			134									(134		)				—
Balance at March 31, 2014	$	96	$	184,474		$	(8,750	)	$	(24,157	)	$	567,849		$	23,817		$	743,329

See Notes to Condensed Consolidated Financial Statements

9

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 significant 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 recurring items, considered necessary for a fair statement of the results of operations for the periods indicated, have been made. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.

The Condensed Consolidated Balance Sheet data at December 31, 2013 was derived from audited Consolidated Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. A Condensed Consolidated Balance Sheet as of March 31, 2013 has been included as the Company operates in several seasonal industries.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”).

On December 19, 2013, the Company's board of directors approved a three-for-two stock split effected in the form of a stock dividend. The split was effective February 18, 2014 and all share, dividend and per share information within this document has been retroactively adjusted to reflect the stock split.

2. Inventories

Major classes of inventories are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Grain	$	488,492	$	432,893	$	507,927
Ethanol and by-products	17,658		14,453		25,531
Agricultural fertilizer and supplies	151,144		100,593		157,882
Lawn and garden fertilizer and corncob products	37,218		39,960		30,343
Retail merchandise	26,205		22,505		28,097
Railcar repair parts	4,661		4,312		3,469
Other	206		207		129
	$	725,584	$	614,923	$	753,378

Inventories on the Condensed Consolidated Balance Sheets at March 31, 2014, December 31, 2013 and March 31, 2013 do not include 5.6 million, 13.3 million and 17.7 million bushels of grain, respectively, held in storage for others. The Company does not have title to the grain and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management does not anticipate material losses on any deficiencies.

10

3. Property, Plant and Equipment

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Land	$	21,906	$	21,801	$	22,637
Land improvements and leasehold improvements	67,876		67,153		64,972
Buildings and storage facilities	234,109		231,976		219,500
Machinery and equipment	309,283		308,215		290,930
Software	13,403		13,351		13,464
Construction in progress	52,200		48,135		38,893
	698,777		690,631		650,396
Less: accumulated depreciation and amortization	312,645		303,173		286,089
	$	386,132	$	387,458	$	364,307

Depreciation expense on property, plant and equipment amounted to $9.9 million, $37.5 million and $9.3 million for the year-to-date periods ended March 31, 2014, December 31, 2013, and March 31, 2013, respectively.

In December 2013, the Company recorded charges totaling $4.4 million for asset impairment, primarily due to the write down of asset values in Retail. 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, which were not material, as Level 3 in the fair value hierarchy. 

Railcar assets leased to others

The components of Railcar assets leased to others are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Railcar assets leased to others	$	316,520	$	317,750	$	325,633
Less: accumulated depreciation	78,986		77,129		80,927
	$	237,534	$	240,621	$	244,706

Depreciation expense on railcar assets leased to others amounted to $3.4 million, $14.7 million and $3.7 million for the year-to-date periods ended March 31, 2014, December 31, 2013 and March 31, 2013, respectively.

4. Derivatives

The Company’s operating results are affected by changes to commodity prices. The Grain and Ethanol businesses have established “unhedged” position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract to lock in the price). To reduce the exposure to market price risk on commodities owned and forward grain and ethanol purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over the counter forward and option contracts with various counterparties. The exchange traded contracts are primarily via the regulated Chicago Mercantile Exchange. 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 same method it uses to value its grain inventory. 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

11

date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.

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

Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a future, option or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a future, option or an over-the-counter contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. The Company nets, by counterparty, its futures and over-the-counter positions against the cash collateral provided or received. 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 March 31, 2014, December 31, 2013 and March 31, 2013, 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 short-term commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:

	March 31, 2014					December 31, 2013				March 31, 2013
(in thousands)	Net derivative asset position			Net derivative liability position		Net derivative asset position		Net derivative liability position		Net derivative asset position		Net derivative liability position
Collateral paid	$	142,791		$	—	$	15,480	$	—	$	73,033	$	—
Fair value of derivatives	(88,498		)	—		31,055		—		35,403		—
Balance at end of period	$	54,293		$	—	$	46,535	$	—	$	108,436	$	—

Certain of our contracts allow the Company to post items other than cash as collateral. Grain inventory posted as collateral on our derivative contracts are recorded in Inventories on the Condensed Consolidated Balance Sheets. There was no inventory posted as collateral as of March 31, 2014. The fair value of inventory posted as collateral was $0.3 million, and $0.7 million as of December 31, 2013, and March 31, 2013, respectively.

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

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

12

	December 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent		Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	69,289		$	246	$	1,286		$	49		$	70,870
Commodity derivative liabilities	(13,450		)	—		(65,240		)	(6,693		)	(85,383		)
Cash collateral	15,480			—		—			—			15,480
Balance sheet line item totals	$	71,319		$	246	$	(63,954	)	$	(6,644	)	$	967

	March 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	101,833		$	834		$	3,898		$	19		$	106,584
Commodity derivative liabilities	(16,787		)	(21		)	(54,055		)	(3,239		)	(74,102		)
Cash collateral	73,033			—			—			—			73,033
Balance sheet line item totals	$	158,079		$	813		$	(50,157	)	$	(3,220	)	$	105,515

The gains included in the Company’s Condensed Consolidated Statements of Income and the line items in which they are located for the three months ended March 31, 2014 and 2013 are as follows:

	Three months ended March 31,
(in thousands)	2014			2013
Gains (losses) on commodity derivatives included in sales and merchandising revenues	$	(53,686	)	$	36,368

13

The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2014, December 31, 2013 and March 31, 2013:

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

	December 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	185,978	—	—	—
Soybeans	18,047	—	—	—
Wheat	11,485	—	—	—
Oats	27,939	—	—	—
Ethanol	—	179,212	—	—
Corn oil	—	—	25,911	—
Other	81	—	—	89
Subtotal	243,530	179,212	25,911	89
Exchange traded:
Corn	124,420	—	—	—
Soybeans	11,030	—	—	—
Wheat	23,980	—	—	—
Oats	6,820	—	—	—
Ethanol	—	21,630	—	—
Subtotal	166,250	21,630	—	—
Total	409,780	200,842	25,911	89

14

	March 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	236,725	—	—	—
Soybeans	14,639	—	—	—
Wheat	22,818	—	—	—
Oats	8,562	—	—	—
Ethanol	—	150,988	—	—
Corn oil	—	—	14,824	—
Other	173	—	—	102
Subtotal	282,917	150,988	14,824	102
Exchange traded:
Corn	140,030	—	—	—
Soybeans	9,575	—	—	—
Wheat	32,760	—	—	—
Oats	4,540	—	—	—
Ethanol	—	32,970	—	—
Subtotal	186,905	32,970	—	—
Total	469,822	183,958	14,824	102

5. Earnings Per Share

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

(in thousands, except per common share data)	Three months ended March 31,
	2014		2013
Net income attributable to The Andersons, Inc.	$	22,708	$	12,578
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	104		49
Earnings available to common shareholders	$	22,604	$	12,529
Earnings per share – basic:
Weighted average shares outstanding – basic	28,155		27,912
Earnings per common share – basic	$	0.80	$	0.45
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,155		27,912
Effect of dilutive awards	69		150
Weighted average shares outstanding – diluted	28,224		28,062
Earnings per common share – diluted	$	0.80	$	0.45

There were no antidilutive stock-based awards outstanding at March 31, 2014 or 2013.

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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 months ended March 31, 2014 and 2013:

	Pension Benefits
(in thousands)	Three months ended March 31,
	2014			2013
Service cost	$	43		$	—
Interest cost	1,162			1,065
Expected return on plan assets	(1,905		)	(1,755		)
Recognized net actuarial loss	207			392
Benefit income	$	(493	)	$	(298	)

	Postretirement Benefits
(in thousands)	Three months ended March 31,
	2014			2013
Service cost	$	187		$	224
Interest cost	393			346
Amortization of prior service cost	(136		)	(136		)
Recognized net actuarial loss	229			359
Benefit cost	$	673		$	793

7. Segment Information

The Company’s operations include six 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 Lansing Trade Group, LLC (“LTG”) and the Thompsons Limited joint ventures. The Ethanol business purchases and sells ethanol and also manages the ethanol production facilities organized as limited liability companies, one of which is consolidated and three of which are investments accounted for under the equity method, and also has various service contracts for these investments. Rail operations include the leasing, marketing and fleet management of railcars and locomotives, railcar repair and metal fabrication. The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers. Turf & Specialty operations include the production and distribution of turf care and corncob-based products. The Retail business operates large retail stores, a specialty food market, a distribution center and a lawn and garden equipment sales and service facility. Included in “Other” are the corporate level amounts not 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.

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	Three months ended March 31,
	2014		2013
(in thousands)
Revenues from external customers
Grain	$	583,159	$	836,495
Ethanol	188,820		199,309
Plant Nutrient	107,630		111,902
Rail	52,302		46,364
Turf & Specialty	43,725		47,187
Retail	27,658		30,713
Total	$	1,003,294	$	1,271,970

	Three months ended March 31,
(in thousands)	2014		2013
Inter-segment sales
Grain	$	—	$	332
Plant Nutrient	7,367		7,697
Rail	109		104
Turf & Specialty	806		999
Total	$	8,282	$	9,132

	Three months ended March 31,
(in thousands)	2014		2013
Interest expense (income)
Grain	$	2,775	$	3,849
Ethanol	100		326
Plant Nutrient	771		918
Rail	1,656		1,513
Turf & Specialty	418		402
Retail	170		215
Other	112		(819		)
Total	$	6,002	$	6,404

	Three months ended March 31,
(in thousands)	2014		2013
Equity in earnings (loss) of affiliates, net
Grain	$	1,884	$	7,910
Ethanol	18,617		(106		)
Total	$	20,501	$	7,804

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	Three months ended March 31,
(in thousands)	2014			2013
Other income (expense), net
Grain (a)	$	18,346		$	571
Ethanol	(226		)	231
Plant Nutrient	185			(25		)
Rail	710			946
Turf & Specialty	307			275
Retail	112			114
Other	178			614
Total	$	19,612		$	2,726

 (a) Increase is related to gain on LTG partial share redemption. See Note 8. Related Party Transactions for details of the LTG gain in 2014.

	Three months ended March 31,
(in thousands)	2014			2013
Income (loss) before income taxes
Grain	$	11,306		$	8,299
Ethanol	19,824			2,479
Plant Nutrient	(1,411		)	(562		)
Rail	15,045			14,574
Turf & Specialty	1,375			4,001
Retail	(2,335		)	(3,169		)
Other	(7,224		)	(3,965		)
Noncontrolling interests	3,321			(266		)
Total	$	39,901		$	21,391

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Identifiable assets
Grain	$	979,608	$	921,914	$	1,025,350
Ethanol	224,931		229,797		209,666
Plant Nutrient	311,219		268,238		323,653
Rail	303,532		312,654		302,717
Turf & Specialty	110,538		89,939		97,842
Retail	47,710		44,910		53,668
Other	148,045		406,104		138,892
Total	$	2,125,583	$	2,273,556	$	2,151,788

8. Related Party Transactions

Equity Method Investments

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

On January 22, 2014, the Company entered into an agreement with LTG for a partial redemption of the Company's investment in LTG for $60 million. The redemption reduced the Company's interest in LTG from approximately 47.5 percent to approximately 39.2 percent on a fully diluted basis. A portion of the proceeds ($28.5 million) was considered a distribution of earnings and reduced the Company's cost basis in LTG. The difference between the remaining proceeds of $31.5 million and

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the new cost basis of the shares sold, net of deal costs, resulted in a book gain of $17.1 million ($10.7 million after tax). This gain was recorded in Other income, net for the three months ended March 31, 2014.

In July 2013, the Company, along with Lansing Trade Group, LLC established joint ventures that acquired 100% of the stock of Thompsons Limited, including its investment in the related U.S. operating company, for a purchase price of $152 million, which included an adjustment for excess working capital. The purchase price included $48 million cash paid by the Company, $40 million cash paid by LTG, and $64 million of external debt at Thompsons Limited. As part of the purchase LTG also contributed a Canadian branch of its business to Thompsons Limited. Each Company owns 50% of the investment. Thompsons Limited is a grain and food-grade bean handler and agronomy input provider, headquartered in Blenheim, Ontario, and operates 12 locations across Ontario and Minnesota. The Company does not hold a majority of the outstanding shares of the Thompsons Limited joint ventures. All major operating decisions of these joint ventures are made by their Board of Directors, and the Company does not have a majority of the board seats. Due to these factors, the Company does not have control over these joint ventures and accounts for these investments under the equity method of accounting.

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
The Andersons Albion Ethanol LLC (a)	$	31,867	$	40,194	$	31,169
The Andersons Clymers Ethanol LLC (a)	40,412		44,418		32,900
The Andersons Marathon Ethanol LLC (a)	45,946		46,811		32,164
Lansing Trade Group, LLC (b)	60,837		106,028		91,752
Thompsons Limited (c)	49,520		49,833		—
Other	3,814		3,825		2,392
Total	$	232,396	$	291,109	$	190,377

(a) Decrease in LLCs investment balance is due to cash distributions made during the first quarter of 2014, partially offset by strong earnings

(b) Decrease in LTG investment balance is driven by the sale of a portion of the Company's interest in LTG during the first quarter of 2014

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

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

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

	% ownership at March 31, 2014	Three months ended March 31,
(in thousands)		2014			2013
The Andersons Albion Ethanol LLC	53%	$	4,943		$	944
The Andersons Clymers Ethanol LLC	38%	5,539			(219		)
The Andersons Marathon Ethanol LLC	50%	8,135			(832		)
Lansing Trade Group, LLC	41% (a)	2,221			7,991
Thompsons Limited (b)	50%	(313		)	—
Other	5%-23%	(24		)	(80		)
Total		$	20,501		$	7,804

 (a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 2%

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

Total distributions received from unconsolidated affiliates, excluding proceeds on sale of investments of affiliates, were $65.6 million for the three months ended March 31, 2014.

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In the first quarter of 2013, LTG qualified as a significant subsidiary of the Company under the income test. The following table presents the required summarized unaudited financial information of this investment for the three months ended March 31, 2014 and 2013:

(in thousands)	Three months ended March 31,
	2014		2013
Sales	$	2,222,994	$	2,553,145
Gross profit	31,056		44,107
Income before income taxes	8,002		17,117
Net income	5,573		16,892
Net income attributable to LTG	5,320		16,798

Investment in Debt Securities

The Company owns 100% of the cumulative convertible preferred shares of Iowa Northern Railway Corporation (“IANR”), which operates a short-line railroad in Iowa. As a result of this investment, the Company has a 49.9% voting interest in IANR, with the remaining 50.1% voting interest held by the common shareholders. The preferred shares have certain rights associated with them, including voting, dividends, liquidation, redemption and conversion. Dividends accrue to the Company at a rate of 14% annually whether or not declared by IANR and are cumulative in nature. The Company can convert its preferred shares into common shares of IANR at any time, but the shares cannot be redeemed until May 2015. This investment is accounted for as “available-for-sale” debt securities in accordance with ASC 320 and is carried at estimated fair value in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheet. The estimated fair value of the Company’s investment in IANR as of March 31, 2014 was $20.5 million.

Based on the Company’s assessment, IANR is considered a variable interest entity (“VIE”). Since the Company does not possess the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, it is not considered to be the primary beneficiary of IANR and therefore does not consolidate IANR. The decisions that most significantly impact the economic performance of IANR are made by IANR’s Board of Directors. The Board of Directors has five directors; two directors from the Company, two directors from the common shareholders and one independent director who is elected by unanimous decision of the other four directors. The vote of four of the five directors is required for all key decisions.

The Company’s current maximum exposure to loss related to IANR is $26.5 million, which represents the Company’s investment at fair value plus unpaid accrued dividends to date of $6.0 million. The Company does not have any obligation or commitments to provide additional financial support to IANR.

Related Party Transactions

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

	Three months ended March 31,
(in thousands)	2014		2013
Sales revenues	$	221,994	$	309,705
Service fee revenues (a)	5,638		5,801
Purchases of product	155,015		161,955
Lease income (b)	1,664		1,552
Labor and benefits reimbursement (c)	2,868		2,643
Other expenses (d)	486		358
Accounts receivable at March 31 (e)	30,609		12,550
Accounts payable at March 31 (f)	24,454		24,967

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

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

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

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

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

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

For the quarters ended March 31, 2014 and 2013, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $144.3 million and $145.8 million, respectively. For the quarters ended March 31, 2014 and 2013, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs under these agreements were $117.2 million and $204.9 million, respectively.

From time to time, the Company enters into derivative contracts with certain of its related parties for the purchase and sale of corn and ethanol, for similar price risk mitigation purposes and on similar terms as the purchase and sale derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties for the periods ended March 31, 2014, December 31, 2013 and March 31, 2013 was $24.0 million, $8.9 million, and $5.0 million, respectively. The fair value of derivative contract liabilities with related parties for the periods ended March 31, 2014, December 31, 2013 and March 31, 2013 was $10.3 million, $1.2 million, and $0.8 million, respectively.

9. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014, December 31, 2013 and March 31, 2013:

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

(in thousands)	December 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	97,751	$	—		$	—	$	97,751
Restricted cash	408		—			—		408
Commodity derivatives, net (a)	50,777		(49,810		)	—		967
Convertible preferred securities (b)	—		—			25,720		25,720
Other assets and liabilities (c)	10,143		(159		)	—		9,984
Total	$	159,079	$	(49,969	)	$	25,720	$	134,830

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(in thousands)	March 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	49,202	$	—		$	—	$	49,202
Restricted cash	635		—			—		635
Commodity derivatives, net (a)	110,581		(5,066		)	—		105,515
Convertible preferred securities (b)	—		—			17,710		17,710
Other assets and liabilities (c)	8,861		(1,784		)	—		7,077
Total	$	169,279	$	(6,850	)	$	17,710	$	180,139

(a) Includes associated cash posted/received as collateral

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

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

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

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

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

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

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

	2014			2013
(in thousands)	Convertible preferred securities			Convertible preferred securities
Asset (liability) at December 31,	$	25,720		$	17,220
Unrealized gains included in other comprehensive income	(5,190		)	490
Asset at March 31,	$	20,530		$	17,710

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The following table summarizes information about the Company's Level 3 fair value measurements as of March 31, 2014:

Quantitative Information about Level 3 Fair Value Measurements
					Range
(in thousands)	Fair Value as of March 31, 2014		Valuation Method	Unobservable Input	Low		High		Weighted Average
Convertible Preferred Securities	$	20,530	Market Approach	EBITDA Multiples	7.50		8.00		7.75
			Income Approach	Discount Rate	14.5	%	14.5	%	14.5	%

Fair Value of Financial Instruments

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

(in thousands)	March 31, 2014		December 31, 2013
Fair value of long-term debt, including current maturities	$	400,495	$	429,723
Fair value in excess of carrying value	3,574		2,512

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

10. Debt

The Company is party to borrowing arrangements with a syndicate of banks. One such agreement was amended on March 4, 2014 and provides the Company with $850 million in lines of credit. The Company can designate up to $400 million of borrowings as long-term when the debt is used for long-term purposes such as replacing long-term debt that is maturing, funding the purchase of long-term assets, or increasing permanent working capital when needed. The maturity date for the lines of credit is March 2019. See Note 10 in the Company’s 2013 Form 10-K for an additional description of the remaining arrangements. Total borrowing capacity for the Company under all lines of credit is currently at $878.1 million, including $28.1 million non-recourse debt of The Andersons Denison Ethanol LLC ("TADE"). At March 31, 2014, the Company had a total of $621.6 million available for borrowing under its lines of credit. The Company was in compliance with all financial and non-financial covenants as of March 31, 2014.

The Company’s short-term and long-term debt at March 31, 2014, December 31, 2013 and March 31, 2013 consisted of the following:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Borrowings under short-term line of credit – nonrecourse	$	—	$	—	$	8,400
Borrowings under short-term line of credit – recourse	226,100		—		283,700
Total borrowings under short-term line of credit	$	226,100	$	—	$	292,100
Current maturities of long-term debt – nonrecourse	$	6,012	$	6,012	$	3,271
Current maturities of long-term debt – recourse	84,748		45,986		39,781
Total current maturities of long-term debt	$	90,760	$	51,998	$	43,052
Long-term debt, less current maturities – nonrecourse	$	3,288	$	4,063	$	24,141
Long-term debt, less current maturities – recourse	302,873		371,150		388,559
Total long-term debt, less current maturities	$	306,161	$	375,213	$	412,700

11. 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

23

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 2013, the Company recorded a $3.5 million gain in other income related to the settlement of an early rail lease termination.

The estimated range of loss for all outstanding claims that are considered reasonably possible of occurring is not material. The Company has received, and is cooperating fully with, a request for information from the United States Environmental Protection Agency (“U.S. EPA”) regarding the history of our grain and fertilizer facility along the Maumee River in Toledo, Ohio. The U.S. EPA is investigating the possible introduction into the Maumee River of hazardous materials potentially leaching from rouge piles deposited along the riverfront by glass manufacturing operations that existed in the area prior to our initial acquisition of the land in 1960. The Company has on several prior occasions cooperated with local, state and federal regulators to install or improve drainage systems to contain storm water runoff and sewer discharges along our riverfront property to minimize the potential for such leaching. Other area land owners and the successor to the original glass making operations have also been contacted by the U.S. EPA for information. No claim or finding has been asserted thus far.

12. Business Acquisitions

There were no business acquisitions completed in the first quarter of 2014.

Prior Year Business Acquisitions

On December 9, 2013, the Turf and Specialty Group completed the purchase of substantially all of the assets of Cycle Group, Inc. for a purchase price of $4.2 million. The operation consists of a modern granulated products facility in Mocksville, North Carolina.

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	77
Intangible assets	330
Property, plant and equipment	3,825
Total purchase price	$	4,232

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	150	5 years
Noncompete agreement	55		7 years
Patents	125		5 years
Total identifiable intangible assets	$	330	5 years *

*weighted average number of years

On August 5, 2013, the Company completed the purchase of substantially all of the assets of Mile Rail, LLC and a sister entity for a purchase price of $7.8 million. The operations consist of a railcar repair and cleaning facility headquartered in Kansas City, Missouri, with 2 satellite locations in Nebraska and Indiana.

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The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	512
Other assets	14
Intangible assets	650
Goodwill	4,167
Property, plant and equipment	2,605
Other liabilities	(144		)
Total purchase price	$	7,804

The goodwill recognized as a result of the Mile Rail acquisition is $4.2 million, which is fully deductible for tax purposes, and is included in the Rail segment. The goodwill relates to geography that is complimentary to the Rail Group's existing repair network and from its additional connections to several U.S. Class I railroads, from which we anticipate future growth and capacity to generate gross profit.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	400	5 years
Noncompete agreement	250		5 years
Total identifiable intangible assets	$	650	5 years *

*weighted average number of years

On December 3, 2012, the Company completed the purchase of a majority of the grain and agronomy assets of Green Plains Grain Company ("GPG"), a subsidiary of Green Plains Renewable Energy, Inc. for a purchase price of $120.2 million, which included a $3.3 million payable to the acquiree that was outstanding as of December 31, 2012 and paid in January 2013. The various facilities located in Iowa and Tennessee have a combined grain storage capacity of more than 32.0 million bushels and 12,000 tons of nutrient storage.

During the first quarter of 2013, the purchase price allocation for Green Plains Grain Company, which was acquired in the fourth quarter of 2012, was finalized. The measurement period adjustments to the purchase price allocation were the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2012. December 31, 2012 balances have been revised to include the effect of the adjustment as if the additional information had been available on the acquisition date. Due to these revision of estimates, goodwill increased $3 million with the majority of the offset to intangible assets.

The summarized final purchase price allocation is as follows:

(in thousands)
Accounts receivable	$	19,174
Inventory	121,983
Property, plant and equipment	57,828
Intangible assets	4,600
Goodwill	33,175
Commodity derivatives	4,701
Other assets	1,775
Accounts payable	(91,001		)
Debt assumed	(29,632		)
Other liabilities and noncontrolling interests	(2,371		)
Total purchase price	$	120,232

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The goodwill recognized as a result of the GPG acquisition is $33.2 million, for which the full amount is deductible for tax purposes, and is included in the Grain reportable segment. The goodwill relates to the value of a fully functional business consisting of a successful management team and an experienced and talented work force.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Supplier relationships	$	4,600	3 to 5 years
Total identifiable intangible assets	$	4,600	4 years *

*weighted average number of years

13. Income Taxes

For the three months ended March 31, 2014, the income tax effective rate was 34.8%. For the three months ended March 31, 2013, the income tax effective rate was 42.4%. The higher 2013 effective tax rate was due primarily to a correction made with respect to the accounting for the other comprehensive income (“OCI”) portion of the Company’s retiree health care plan liability and the Medicare Part D subsidy. The 2014 effective tax rate also reflects a benefit associated with income attributable to noncontrolling interests that does not increase tax expense.

The Company's 2013 income tax provision includes deferred tax expense of $1.4 million due to a correction of other comprehensive income related to the portion of the Company's retiree health care plan liability and the Medicare Part D subsidy. The correction related to the years 2009 through 2012 and was recorded during the first quarter of 2013. The impact of this error on amounts previously reported was determined to be immaterial to the Consolidated Financial Statements. As a result of the correction of the error, deferred income tax expense for the three months ended March 31, 2013 increased and accumulated other comprehensive loss decreased by $1.4 million.

14. Accumulated Other Comprehensive Loss

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, 2014 and 2013:

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

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Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		For the three months ended March 31, 2013
(in thousands)		Losses on Cash Flow Hedges			Investment in Debt Securities		Defined Benefit Plan Items			Total
Beginning Balance		$	(902	)	$	2,569	$	(47,046	)	$	(45,379	)
	Other comprehensive income before reclassifications	30			303		1,854			2,187
	Amounts reclassified from accumulated other comprehensive income (loss)	—			—		(85		)	(85		)
Net current-period other comprehensive income		30			303		1,769			2,102
Ending balance		$	(872	)	$	2,872	$	(45,277	)	$	(43,277	)

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

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

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

Reclassifications Out of Accumulated Other Comprehensive Income (loss) (a)
(in thousands)	For the three months ended March 31, 2013
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(136	)	(b)
	(136		)	Total before tax
	51			Tax expense
	$	(85	)	Net of tax
Total reclassifications for the period	$	(85	)	Net of tax

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

(b) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (see Note 6. Employee Benefit Plans footnote for additional details).

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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. You are 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, 2013 (“2013 Form 10-K”). In some cases, you can identify forward-looking statements by terminology such as “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 2013 Form 10-K, have not materially changed during the first quarter of 2014.

Executive Overview

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 for the period may not necessarily be indicative of the overall performance of the business and more focus should be placed on changes to merchandising revenues and service income.

Grain Business

Our Grain business operates grain elevators in various states in the U.S. Corn Belt. In addition to storage, merchandising and grain trading, Grain performs marketing, risk management, and corn origination services to its customers and affiliated ethanol production facilities. Grain is a significant investor in Lansing Trade Group, LLC (“LTG”), an established commodity trading, grain handling and merchandising business with operations throughout the country and with global trading/merchandising offices. On January 22, 2014, we entered into an agreement with LTG for a partial share redemption of our investment in LTG, reducing our interest from approximately 47.5 percent to approximately 39.2 percent on a fully diluted basis.

Grain inventories on hand at March 31, 2014 were 89.4 million bushels, of which 5.6 million bushels were stored for others. This compares to 86.4 million bushels on hand at March 31, 2013, of which 17.7 million bushels were stored for others.

First quarter 2014 results reflect the refilling of the pipeline at both the farm level and commercial level, along with strong exports and difficult weather conditions that provided limited opportunity for space income across the U.S. grain industry. Opportunity for space income has improved slightly in the second quarter and we expect this to continue for the balance of the year. However, it is dependent on the progress of the new crop, which at this time is slightly delayed. Overall, the United States Department of Agriculture estimates corn acreage to be around 92 million acres, down four percent from last year.

Ethanol Business

Our Ethanol business holds investments in four ethanol production facilities organized as separate limited liability companies, three of which are accounted for under the equity method (the "unconsolidated ethanol LLCs") and one that is consolidated, The Andersons Denison Ethanol LLC ("TADE"). The Ethanol business purchases and sells ethanol, offers facility operations, risk management, and ethanol, corn oil and distillers dried grains (“DDG”) marketing to the ethanol plants in which it invests in and operates.

This first quarter reflects strong margins due to several key factors, including reduced industry-wide ethanol production due to natural gas supply, weather and rail logistics. We also saw low levels of U.S. ethanol stocks, a steady increase in US gasoline demand, strong ethanol exports, limited imports, and high DDG prices relative to corn value. At this time, we have locked in positive margins for a majority of planned production in the second and third quarters.

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Ethanol volumes shipped for the three months ended March 31, 2014 and 2013 were as follows:

(in thousands)	Three months ended March 31,
	2014	2013
Ethanol (gallons shipped) (a)	72,315	69,834
E-85 (gallons shipped)	5,568	3,721
Corn Oil (pounds shipped)	20,363	17,247
DDG (tons shipped) (b)	51	60

(a) The sales volumes are less than the total produced by the LLCs, as a portion of the volume is sold directly to one of its other investors

(b) The sales volumes are less than the total produced by the LLCs, as the unconsolidated LLCs ship directly to its customers

Plant Nutrient Business

Our Plant Nutrient business is a leading manufacturer, distributor and retailer of agricultural and related plant nutrients and pelleted lime and gypsum products in the U.S. Corn Belt, Florida and Puerto Rico. The Plant Nutrient Group provides warehousing, packaging and manufacturing services to basic manufacturers and other distributors. The business also manufactures and distributes a variety of industrial products throughout the U.S. and Puerto Rico including nitrogen reagents for air pollution control systems used in coal-fired power plants and water treatment products. The major nutrient products sold by the business principally contain nitrogen, phosphate, potassium and sulfur.

Storage capacity at our wholesale nutrient and farm center facilities was approximately 485,000 tons for dry nutrients and approximately 414,000 tons for liquid nutrients at March 31, 2014.

Fertilizer tons sold (including sales and service tons) for the three months ended March 31, 2014 was approximately 0.3 million tons, consistent with those seen in the three months ended March 31, 2013. Volume for the period was lower than anticipated due to the harsh weather experienced during the first quarter 2014, but we expect most of the tonnage will shift into the second quarter. Despite the inclement weather so far in 2014, we do not anticipate a significant decline in planted corn acreage at this time.

Rail Business

Our Rail business buys, sells, leases, rebuilds and repairs various types of used railcars and rail equipment. The business also provides fleet management services to fleet owners. Rail has a diversified fleet of car types (boxcars, gondolas, covered and open top hoppers, tank cars and pressure differential cars) and locomotives.

In the first quarter, Rail had gains on sales of railcars and related leases in the amount of $10.8 million compared to $9.7 million in the prior year. Railcars and locomotives under management (owned, leased or managed for financial institutions in non-recourse arrangements) at March 31, 2014 were 22,192 compared to 23,508 at March 31, 2013. The average utilization rate (railcars and locomotives under management that are in lease services, exclusive of railcars managed for third party investors) has increased from 84.6% to 88.4% for the quarters ended March 31, 2013 and 2014, respectively.

The Rail Group is focused on strategically growing the rail fleet and continues to look for opportunities to open new repair facilities. We also anticipate future business related to mandated modification in the tank car industry.

Turf & Specialty Business

Turf & Specialty produces granular fertilizer products for the professional lawn care and golf course markets. It also sells consumer fertilizer and weed and turf pest control products for “do-it-yourself” application to mass merchandisers, small independent retailers and other lawn fertilizer manufacturers and performs contract manufacturing of fertilizer and weed and turf pest control products. These products are distributed throughout the United States and Canada and into Europe and Asia. The turf products industry is highly seasonal, with the majority of sales occurring from early spring to early summer. Turf & Specialty is also one of a very limited number of processors of corncob-based products in the United States. Corncob-based products are manufactured for a variety of uses including laboratory animal bedding, private-label cat litter, as well as absorbents, blast cleaners, carriers and polishers. Corncob-based products are sold throughout the year.

Retail Business

Our Retail business includes large retail stores operated as “The Andersons” and a specialty food market operated as “The Andersons Market”. It also operates a sales and service facility for outdoor power equipment. The retail concept is More for Your Home ® and the conventional retail stores focus on providing significant product breadth with offerings in home improvement and other mass merchandise categories, as well as specialty foods, wine and indoor and outdoor garden centers.

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The retail business is highly competitive. Our stores compete with a variety of retail merchandisers, including home centers, department and hardware stores, as well as local and national grocers. The Retail Group continues to work on new departments and products to maximize the profitability.

Other

Our “Other” business segment represents corporate functions that provide support and services to the operating segments. The results contained within this segment include expenses and benefits not allocated back to the operating segments, including implementation expenses for our ERP project. We anticipate an increase in expenses throughout the remainder of the year as the first stage of the project implementation commences.

Operating Results

The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Income with a separate discussion by segment. Additional segment information is included in the Notes to the Condensed Consolidated Financial Statements herein in Note 7. Segment Information.

	Three months ended March 31,
(in thousands)	2014		2013
Sales and merchandising revenues	$	1,003,294	$	1,271,970
Cost of sales and merchandising revenues	926,519		1,192,697
Gross profit	76,775		79,273
Operating, administrative and general expenses	70,985		62,008
Interest expense	6,002		6,404
Equity in earnings of affiliates, net	20,501		7,804
Other income, net	19,612		2,726
Income before income taxes	39,901		21,391
Income (loss) attributable to noncontrolling interests	3,321		(266		)
Income before income taxes attributable to The Andersons, Inc.	$	36,580	$	21,657

Comparison of the three months ended March 31, 2014 with the three months ended March 31, 2013:

Grain Group

	Three months ended March 31,
(in thousands)	2014			2013
Sales and merchandising revenues	$	583,159		$	836,495
Cost of sales and merchandising revenues	566,151			811,645
Gross profit	17,008			24,850
Operating, administrative and general expenses	23,160			21,183
Interest expense	2,775			3,849
Equity in earnings of affiliates, net	1,884			7,910
Other income, net	18,346			571
Income before income taxes	11,303			8,299
Loss attributable to noncontrolling interest	(3		)	—
Income before income taxes attributable to The Andersons, Inc.	$	11,306		$	8,299

Operating results for the Grain Group have improved $3.0 million compared to the results of the same period last year. Sales and merchandising revenues decreased $253.3 million and is primarily the result of lower grain prices, which decreased almost 30 percent. Cost of sales and merchandising revenues decreased $245.5 million compared to the first quarter of 2013 and was also driven by lower prices. Gross profit is down $7.8 million over the first quarter of 2013 with over half of the decrease a result of lower basis appreciation in corn and wheat, as well as lower wheat inventory. Basis is defined as the difference between cash price of a commodity in one of the Company's facilities and the nearest exchange traded futures price.

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Operating expenses increased $2.0 million compared to the same period in 2013, driven primarily by higher labor and benefit costs and utility costs. Interest expense is lower compared to the same period in 2013 due to lower commodity prices resulting in lower inventory values. Equity in earnings of affiliates decreased $6.0 million over the same period in 2013, primarily driven by a decreased ownership percentage of the investment in LTG and lower operating results of LTG in the first quarter of 2014. Other income is higher in the current year due to a gain, net of deal costs, recognized from the partial share redemption in our investment in LTG of $17.1 million.

Ethanol Group

	Three months ended March 31,
(in thousands)	2014			2013
Sales and merchandising and service fee revenues	$	188,820		$	199,309
Cost of sales and merchandising revenues	181,455			194,504
Gross profit	7,365			4,805
Operating, administrative and general expenses	2,508			2,391
Interest expense	100			326
Equity in earnings (loss) of affiliates, net	18,617			(106		)
Other income (expense), net	(226		)	231
Income before income taxes	23,148			2,213
Income (loss) attributable to noncontrolling interests	3,324			(266		)
Income before income taxes attributable to The Andersons, Inc.	$	19,824		$	2,479

Operating results for the Ethanol Group increased $17.3 million over the results of the same period last year. Sales and merchandising and service fee revenues decreased $10.5 million and is primarily due to a decrease in the average price per gallon of ethanol sold and price per tons of DDG sold, partially offset by an increase in volume for both. The decrease in cost of sales is due to lower corn prices. The increase in gross profit quarter over quarter is attributed to the increase in ethanol demand and the price of ethanol and DDG relative to corn value which contributed to more favorable margins.

Operating expenses and interest expense were comparable to the same period last year. Equity in earnings of affiliates improved $18.7 million and relates to improved earnings from our unconsolidated ethanol LLC investments. The ethanol plants' performance was favorably impacted by higher ethanol margins resulting from declining corn costs and higher demand for ethanol.

Plant Nutrient Group

	Three months ended March 31,
(in thousands)	2014			2013
Sales and merchandising revenues	$	107,630		$	111,902
Cost of sales and merchandising revenues	93,555			97,953
Gross profit	14,075			13,949
Operating, administrative and general expenses	14,900			13,568
Interest expense	771			918
Other income (expense), net	185			(25		)
Loss before income taxes	$	(1,411	)	$	(562	)

Operating results for the Plant Nutrient Group decreased $0.8 million from the same period last year. Sales and merchandising revenues decreased $4.3 million due to a decrease in average price per ton sold, which followed the price of nutrients. This decrease was partially offset by an increase in volume. The decreases in cost of sales and merchandising revenues and gross profit were also driven by lower costs per ton sold.

Operating expenses were up slightly from the same period in 2013, due to increased labor and benefit costs. There were no significant changes in interest expense or other income.

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Rail Group

	Three months ended March 31,
(in thousands)	2014		2013
Sales and merchandising revenues	$	52,302	$	46,364
Cost of sales and merchandising revenues	30,437		27,385
Gross profit	21,865		18,979
Operating, administrative and general expenses	5,874		3,838
Interest expense	1,656		1,513
Other income, net	710		946
Income before income taxes	$	15,045	$	14,574

Operating results for the Rail Group increased by $0.5 million compared to the results from the same period last year. The increase in revenues was driven by a $5.8 million increase in car sales and $0.7 million in leasing revenues, partially offset by a decrease in revenues at the repair facilities of $0.6 million. The increase in car sales was due to strong demand for all car types. Cost of sales and merchandising revenues increased $3.1 million compared to the same period last year primarily as a result of higher volume of car sales.

Rail gross profit increased by $2.9 million compared to the first quarter of 2013. While gross profit on car sales increased $1.1 million, gross margin percent decreased as a result of the sales mix. Gross profit in the leasing business increased $2.0 million and is attributed to improved margins through lower expenses in 2014.

Operating expenses increased $2.0 million quarter over quarter primarily due to increased costs of labor and benefits due to recent repair expansion and additional depreciation expense. There were no significant changes in interest expense and other income compared to the same period last year.

Turf & Specialty Group

	Three months ended March 31,
(in thousands)	2014		2013
Sales and merchandising revenues	$	43,725	$	47,187
Cost of sales and merchandising revenues	35,250		38,169
Gross profit	8,475		9,018
Operating, administrative and general expenses	6,989		4,890
Interest expense	418		402
Other income, net	307		275
Income before income taxes	$	1,375	$	4,001

Operating results for the Turf & Specialty Group decreased $2.6 million for the first quarter of 2014 compared to results from the same period last year. Sales and merchandising revenues decreased $3.5 million primarily due to a lower margin sales mix that saw a decrease in the average price per ton sold. Consistent with the decrease in revenues, cost of sales and merchandising revenues decreased $2.9 million compared to the same period last year and was driven by a lower average cost per ton. Gross profit decreased $0.5 million primarily due to a lower margin mix.

Operating expenses increased $2.1 million. The largest driver of this increase was labor and benefit costs due to recent acquisitions and additional depreciation expense. The inclement weather caused additional overtime costs to make up a backlog of orders to service our customers. There were no significant fluctuations in interest expense and other income quarter over quarter.

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Retail Group

	Three months ended March 31,
(in thousands)	2014			2013
Sales and merchandising revenues	$	27,658		$	30,713
Cost of sales and merchandising revenues	19,671			23,041
Gross profit	7,987			7,672
Operating, administrative and general expenses	10,264			10,740
Interest expense	170			215
Other income, net	112			114
Loss before income taxes	$	(2,335	)	$	(3,169	)

Operating results for the Retail Group improved $0.8 million from the same period last year. Sales and merchandising revenues decreased $3.1 million. The average sale per customer remained consistent but we saw a decrease in customer count quarter over quarter, caused, in part, by the weather conditions and the closing of the Woodville store in the first quarter of 2013. Cost of sales and merchandising revenues decreased $3.4 million and was also driven by lower customer counts. Despite lower volumes, gross profit increased due to the strong margins realized on work wear and winter goods.

Operating expenses were $0.5 million lower than the comparable period last year primarily due to lower labor and benefits and lower depreciation expense related to the Woodville store closing and the impairment charge taken in 2013. There were no significant changes in interest expense and other income quarter over quarter.

Other

	Three months ended March 31,
(in thousands)	2014			2013
Sales and merchandising revenues	$	—		$	—
Cost of sales and merchandising revenues	—			—
Gross profit	—			—
Operating, administrative and general expenses	7,290			5,398
Interest (income) expense	112			(819		)
Other income, net	178			614
Loss before income taxes	$	(7,224	)	$	(3,965	)

Net corporate operating loss not allocated to business segments produced a loss of $7.2 million for the quarter ended March 31, 2014. Operating expenses were higher in the first quarter of 2014 due to higher incentive and benefit costs. Interest (income) expense increased due to mark-to-market adjustments on interest rate derivative contracts.

Income tax expense of $13.9 million was provided at 34.8%. In the first quarter of 2013, income tax expense of $9.1 million was provided at a rate of 42.4%. The higher 2013 effective tax rate was due primarily to a correction made with respect to the accounting for the other comprehensive income (“OCI”) portion of the Company’s retiree health care plan liability and the Medicare Part D subsidy. The 2014 effective tax rate also reflects a benefit associated with income attributable to noncontrolling interests that does not increase tax expense.

The Company anticipates that its 2014 effective annual rate will be 34.4%. The Company’s actual 2013 effective tax rate was 36.0%. The lower effective rate for 2014 is due to increased benefits related to domestic production activities and the 2013 correction made with respect to the accounting for the OCI portion of the Company’s retiree health care plan liability and the Medicare Part D subsidy.

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Liquidity and Capital Resources

Working Capital

At March 31, 2014, we had working capital of $246.6 million. The following table presents changes in the components of current assets and current liabilities:

(in thousands)	March 31, 2014		March 31, 2013		Variance
Current Assets:
Cash and cash equivalents	$	43,693	$	58,284	$	(14,591	)
Restricted cash	652		635		17
Accounts receivable, net	191,972		197,842		(5,870		)
Inventories	725,584		753,378		(27,794		)
Commodity derivative assets – current	119,330		158,079		(38,749		)
Deferred income taxes	9,104		15,482		(6,378		)
Other current assets	48,214		63,350		(15,136		)
Total current assets	1,138,549		1,247,050		(108,501		)
Current Liabilities:
Borrowing under short-term line of credit	226,100		292,100		(66,000		)
Accounts payable for grain	183,998		183,997		1
Other accounts payable	177,623		182,013		(4,390		)
Customer prepayments and deferred revenue	124,981		160,191		(35,210		)
Commodity derivative liabilities – current	32,153		50,157		(18,004		)
Accrued expenses and other current liabilities	56,290		52,519		3,771
Current maturities of long-term debt	90,760		43,052		47,708
Total current liabilities	891,905		964,029		(72,124		)
Working capital	$	246,644	$	283,021	$	(36,377	)

In comparison to March 31, 2013, current assets decreased primarily as a result of lower inventory levels due to the nature of mark to market accounting and the impact of a decrease in grain prices. See the discussion below on sources and uses of cash for an understanding of the change in cash from prior year. Accounts receivable is lower in the current year due to lower grain prices and decreased revenues in several other business units. Commodity derivative assets and liabilities have decreased as a result of a significant decrease in grain prices. The decrease in deferred income tax assets is due to a tax deduction that was taken during the second quarter of 2013 related to the cash payment made to Cargill for the marketing agreement that settled in May 2013. Other current assets decreased in 2014 primarily due to the Plant Nutrient Group not needing to enter into as many advance inventory purchases in preparation for the Spring as prices remained stable. Current liabilities decreased primarily due to lower borrowings on the short-term line of credit, which fluctuates with the funding of margin calls on commodity contracts and other working capital needs. Customer prepayments and deferred revenue have decreased significantly, a majority of which is due to the payout of a liability to Cargill for the marketing agreement that was settled in May 2013. These significant decreases were partially offset by increases in accrued expenses and current maturities of long-term debt. Higher accrued expenses and other current liabilities include accrued compensation related to performance incentives and accrued taxes. Current maturities of long-term debt increased due to reclassification of certain notes that are due within the next year.

Sources and Uses of Cash

Operating Activities

Our operating activities used cash of $498.6 million in the first three months of 2014 compared to net cash used in operating activities of $336.0 million in the first three months of 2013. The most significant use of cash in both periods relates to the significant payout to farmers in January of each year. Other working capital changes, including an increase in inventory, commodity derivatives, and accounts receivable from year-end have contributed to the use of cash. Partially offsetting these uses includes distributions from investments in affiliates. The ethanol LLCs made distributions to us as a result of strong financial performance, and a portion of the proceeds received from LTG as part of the partial share redemption agreement was a distribution of earnings.

We did not make any tax payments in the first quarter of 2014 due to an overpayment of income taxes in 2013. We expect to make payments totaling approximately $38.4 million for the remainder of 2014.

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Investing Activities

Total capital spending for 2014 on property, plant and equipment in our base business, inclusive of information technology spending is expected to be approximately $94 million. In addition to spending on conventional property, plant and equipment, we expect to spend $110 million for the purchase of railcars, locomotives and related leases and capitalized modifications of railcars. We also expect to offset this amount by proceeds from the sales and dispositions of railcars of $85 million. Through March 31, 2014, we invested $14.0 million in the purchase of additional railcars, which is more than offset by proceeds from sales of railcars of $25.5 million. Additional, we recognized a portion of the proceeds received from LTG as part of the partial share redemption as proceeds from sale of investments.

Financing Activities

We have a significant amount of committed short-term lines of credit available to finance working capital, primarily inventories, margin calls on commodity contracts and accounts receivable. We are party to a borrowing arrangement with a syndicate of banks that provides a total of $878.1 million in borrowings, which includes $28.1 million non-recourse debt of The Andersons Denison Ethanol LLC. Of that total, we had $594.0 million remaining available for borrowing at March 31, 2014. Peak short-term borrowings to date were $236.6 million on March 27, 2014. Typically, our highest borrowing occurs in the Spring due to seasonal inventory requirements in our fertilizer and grain businesses.

We paid $0.1067 per common share for the dividends paid in January, April, July and October 2013, and $0.11 per common share for the dividends paid in January 2014. On February 28, 2014, we declared a cash dividend of $0.11 per common share payable on April 22, 2014 to shareholders of record on April 1, 2014. During the first three months, we granted approximately 156 thousand shares to employees and directors under our equity-based compensation plans. During the first three months of 2013, we did not grant any shares under our equity-based compensation plans.

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 March 31, 2014. 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 railcar and ethanol plant assets.

Because we are a significant consumer 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 through the next twelve months.

Off-Balance Sheet Transactions

Our Rail Group utilizes leasing arrangements that provide off-balance sheet financing for its activities. We lease railcars from financial intermediaries through sale-leaseback transactions, the majority of which involve operating sale leasebacks. Railcars 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 railcars or locomotives 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 railcar maintenance and management services for the financial intermediary, and receive a fee for such services. On most of the railcars and locomotives, we hold an option to purchase these assets at the end of the lease.

35

The following table describes our railcar and locomotive positions at March 31, 2014:

Method of Control	Financial Statement	Units
Owned-railcars available for sale	On balance sheet – current	12
Owned-railcar assets leased to others	On balance sheet – non-current	14,480
Railcars leased from financial intermediaries	Off balance sheet	3,916
Railcars – non-recourse arrangements	Off balance sheet	3,738
Total Railcars		22,146
Locomotive assets leased to others	On balance sheet – non-current	42
Locomotives leased from financial intermediaries	Off balance sheet	4
Locomotives – non-recourse arrangements	Off balance sheet	—
Total Locomotives		46

In addition, we manage 377 railcars for third-party customers or owners for which we receive a fee.

36

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, 2013. There were no material changes in market risk, specifically commodity and interest rate risk during the quarter ended March 31, 2014.

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 March 31, 2014, 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, 2013.  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. There have been no 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.

37

Part II. Other Information

Item 1. Legal Proceedings

We have received, and are cooperating fully with, a request for information from the United States Environmental Protection Agency (“U.S. EPA”) regarding the history of our grain and fertilizer facility along the Maumee River in Toledo, Ohio. The U.S. EPA is investigating the possible introduction into the Maumee River of hazardous materials potentially leaching from rouge piles deposited along the riverfront by glass manufacturing operations that existed in the area prior to our initial acquisition of the land in 1960. We have on several prior occasions cooperated with local, state and federal regulators to install or improve drainage systems to contain storm water runoff and sewer discharges along our riverfront property to minimize the potential for such leaching. Other area land owners and the successor to the original glass making operations have also been contacted by the U.S. EPA for information. No claim or finding has been asserted thus far.

We are also 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 significant factors known to us that could materially adversely affect our business, financial condition or operating results are described in the 2013 10-K (Item 1A).

Item 5. Other Information

On March 1, 2014, we granted restricted shares (“RSAs”) to our officers, directors and other members of management and performance share units (PSUs) valued at $54.84 to our officers and other members of management. These grants were made under the Long-Term Performance Compensation Plan. These grants were made as follows to the named executive officers, all officers as a group, directors and all other employees.

	RSAs	PSUs
Michael J. Anderson	6,700	13,400
John J. Granato	2,000	4,000
Harold M. Reed	3,900	7,800
Dennis J. Addis	1,800	3,600
Rasesh H. Shah	1,475	2,950
Executive group	25,960	51,920
Non-executive director group	11,172	—
Non-executive officer employee group	22,156	44,312

On March 4, 2014, the Company, as Borrower, entered into the Fifth Amended and Restated Loan Agreement ("the Agreement") with several financial institutions, including U.S. Bank National Association, acting as Agent. The Agreement provides the Company with $850 million borrowing capacity. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as exhibit 10.65 of this Current Report.

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Item 6. Exhibits

(a) Exhibits

No.	Description
10.62	Form of Performance Share Unit Agreement.
10.63	Form of Restricted Share Award Agreement.
10.64	Form of Restricted Share Award - Non-Employee Directors Agreement.
10.65	Fifth Amended and Restated Loan Agreement, dated March 4, 2014, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as agent and lender.
12	Computation of Ratio of Earnings to Fixed Charges
31.1	Certification of the Chairman and 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 March 31, 2014, formatted in XBRL: (i) the Condensed Consolidated Statements of Income, (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.

39

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: May 9, 2014	By /s/ Michael J. Anderson
	Michael J. Anderson
	Chairman and Chief Executive Officer (Principal Executive Officer)
Date: May 9, 2014	By /s/ John Granato
	John Granato
	Chief Financial Officer (Principal Financial Officer)

40

Exhibit Index

The Andersons, Inc.

No.	Description
10.62	Form of Performance Share Unit Agreement.
10.63	Form of Restricted Share Award Agreement.
10.64	Form of Restricted Share Award - Non-Employee Directors Agreement.
10.65	Fifth Amended and Restated Loan Agreement, dated March 4, 2014, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as agent and lender.
12	Computation of Ratio of Earnings to Fixed Charges
31.1	Certification of the Chairman and 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 March 31, 2014, formatted in XBRL: (i) the Condensed Consolidated Statements of Income, (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.

41

EX-10.62

Exhibit 10.62

2014 Performance Share Unit Agreement

To:<participant name>Date:    March 3, 2014

Subject:        The Andersons, Inc.

2014 Performance Share Unit - Grant Agreement

You have been selected to receive a grant of Performance Share Units subject to the terms and conditions of the 2005 Long Term Performance Compensation Plan (the “Plan”). Set forth below is an Agreement between you and the Company providing for your rights and benefits under the Plan, which includes the specific provisions of your grant. To participate in the Plan, you must enter into the Agreement, which you can do on-line. Please read the Agreement carefully before accepting. You may also wish to review the Plan summary document posted on NetBenefits. When you are satisfied that you understand the terms and conditions of the grant, please accept this Agreement on-line via NetBenefits byMonday, March 31, 2014.

THIS AGREEMENT, effective March 1, 2014 is made by and between The Andersons, Inc. (the “Company”), an Ohio corporation, and <participant name> (“Participant”).

WHEREAS, Participant is a valuable and trusted contributor to the Company’s success and the Company considers it desirable and in its best interest to better align the interests of Participant with shareholder interests by granting the Participant to a right to receive common shares of the Company through a grant of Performance Share Units (the “PSUs”); and

WHEREAS, the program for issuance of the Shares is provided in The Andersons, Inc. 2005 Long-Term Performance Compensation Plan (the “Plan”) which has been approved by the Board of Directors of the Company (the “Board”), and was ratified by the Company’s shareholders.

NOW, THEREFORE, subject to the provisions set forth herein and the terms and conditions of the Plan, the terms of which are hereby incorporated by reference, and in consideration of the agreements of Participant herein provided, the parties agree as follows:

1. Grant: Subject to the terms and conditions of the Plan and this Agreement, The Andersons, Inc. (the “Company”) hereby grants to Participant <shares granted> PSUs at Target performance pursuant to paragraph three (3) of this Agreement.Each PSU shall be equivalent to one Common Share of the Company. By accepting the Agreement, Participant declares having read this Agreement and agrees to be bound by all the terms and conditions contained herein.

2. Performance Period: The Performance Period for the PSUs granted shall be the three (3) year period beginning January 1, 2014 and ending December 31, 2016.

3. Performance Parameters and Vesting of PSUs: PSUs shall vest at the conclusion of the Performance Period (January 1, 2017) in accordance with the following Performance Parameters based on the Company’s three (3) year cumulative fully diluted Earnings Per Share (“EPS”) computed under Generally Accepted Accounting Principles (GAAP) during the Performance Period. The Compensation & Leadership Development Committee (the “Committee”) of the Board of Directors reserves the right to adjust the EPS presented in the annual report for extraordinary transactions which impact EPS to ensure the pay for performance relationship. The Committee shall certify the level of cumulative EPS achievement prior to conversion of PSUs to Common Shares for issuance to the Participant. No PSUs will be considered vested and earned for payment if the Company's cumulative EPS during the Performance Period is less than $9.41. Participant must be actively employed by the Company as of the end of the Performance Period to be eligible to vest in and receive any payment of your PSUs except as noted in paragraph seven (7) below.

Achievement Levels (% of units vested)	Performance Parameters
	3-Year Cumulative EPS
	From	To
Maximum (200%)	$11.47 and above
180%	$11.34	$11.46
160%	$11.21	$11.33
140%	$11.08	$11.20
120%	$10.95	$11.07
Target (100%)	$10.82	$10.94
80%	$10.47	$10.81
60%	$10.12	$10.46
40%	$9.76	$10.11
Threshold (20%)	$9.41	$9.75
0%	below $9.41

* At Target cumulative EPS 100% of target long-term compensation allocated to PSUs is achieved, which is equal to 100% of the PSUs granted to you under this Agreement. The “% vested” at the Maximum achievement level is 200% of target long-term compensation, which is equal to 200% of the PSUs granted to you under this Agreement.

4. Rights as a Shareholder: Participant shall have no rights as a shareholder with respect to the Common Shares subject to the PSUs granted to Participant during the Performance Period including the right to receive dividends or to vote the Common Shares subject to the PSUs.

5. Equivalent Dividends: If any dividends are paid with respect to Commons Shares of the Company during the Performance Period, additional PSUs will be granted to Participant as of the last day of the Performance Period. The amount of additional PSUs will be computed based on the cumulative per share dividend rate actually paid on Common Shares during the Performance Period and the share price on the last day of the Performance Period. Additional PSUs granted to Participant, if any, shall be subject to the terms and conditions of the Plan and this Agreement and will vest in accordance with the Performance Parameters defined in this Agreement.

6. Payment of Earned PSUs: Vested PSUs rounded to the nearest whole unit shall be delivered to Participant in the form of Common Shares no later than 75 days following the conclusion of the Performance Period. PSUs which do not vest as of the last day of the Performance Period will be forfeited. In that regard, Participant agrees to comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. In addition, Participant has until 15 days prior to the date of issuance to make an election for payment in cash or a sufficient number of vested PSUs (converted to Common Shares) for all federal, state or local taxes of any kind required to be withheld with respect to the vesting of PSUs. If no election is made, vested PSUs will be withheld. Vested PSUs are subject to tax withholding based on the market value of the equivalent number of Common Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting) at required withholding tax rates. Participant must satisfy all tax withholding requirements as a condition precedent to the issuance of the Common Shares resulting from the vesting of PSUs.

7.

8. Termination and Forfeiture of PSUs: Participant’s right to receive unvested PSUs shall terminate in whole and forfeit upon termination of employment with the Company or its subsidiaries for any reason, except in the event of your Death, Permanent Disability, Retirement, or Termination without Cause as a result of a Sale of Participant’s Business Unit. If Participant’s termination from the Company meets one of the listed exceptions, then Participant’s unvested PSUs shall be adjusted by the number of months of service (rounded to the nearest whole month) from the Grant Date to the last date of employment as a percentage of the Performance Period for such PSUs to determine the proportionate number of unvested PSUs for potential conversion to Common Shares and issuance to the Participant subject to the Performance Parameters, Performance Period, and all other applicable provisions of this Agreement and the Plan. In the event of a “change of control” of The Andersons, Inc. as defined by the Plan document, all unvested PSUs shall be deemed earned at the maximum performance (i.e. 200% vested) as of the date of the change of control event and all shares shall be issued and released as soon as practicable thereafter.

9. Section 409A: It is the intention of the Company that the PSUs and any resulting Common Shares shall not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code. If the Company determines after the

Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant.

10. Retroactive Adjustments: The Company reserves the right to make retroactive adjustment of cash or equity-based compensation paid where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement pursuant to plans or policies that may be in effect from time to time. The Company intends to adopt a general compensation recovery, or "clawback" policy covering the Plan to comply with SEC rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting this agreement, Participant hereby agrees to be bound by any such policy to the degree Participant holds a position deemed to be covered by the policy.

11. Other Acknowledgments: Participant acknowledges that the Compensation Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.

12. Binding Effect: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated below.

THE ANDERSONS, INC.

By:    /s/ Arthur D. DePompei                March 3, 2014

Arthur D. DePompei                    Date

Vice President, Human Resources

The Andersons, Inc.

PARTICIPANT

By:    <Electronic Signature>                    <Acceptance Date>

EX-10.63

Exhibit 10.63

2014 Restricted Share Award Agreement

To:<participant name>Date:    March 3, 2014

Subject:        The Andersons, Inc.

2014 Restricted Share Award – Grant Agreement

You have been selected to receive a grant of Restricted Share Awards subject to the terms and conditions of the 2005 Long Term Performance Compensation Plan (the “Plan”). Set forth below is an Agreement between you and the Company providing for your rights and benefits under the Plan, which includes the specific provisions of your grant. To participate in the Plan, you must enter into the Agreement, which you can do on-line. Please read the Agreement carefully before accepting. You may also wish to review the Plan summary document posted on NetBenefits. When you are satisfied that you understand the terms and conditions of the grant, please accept this Agreement on-line via NetBenefits byMonday, March 31, 2014.

THIS AGREEMENT, effective March 1, 2014 is made by and between The Andersons, Inc. (the “Company”), an Ohio corporation, and <participant name> (“Participant”).

WHEREAS, Participant is a valuable and trusted contributor to the Company’s success and the Company considers it desirable and in its best interest to better align the interests of Participant with shareholder interests by granting the Participant to a right to receive common shares of the Company through a grant of Restricted Share Awards (the “Shares”); and

WHEREAS, the program for issuance of the Shares is provided in The Andersons, Inc. Long-Term Performance Compensation Plan (the “Plan”) which has been approved by the Board of Directors of the Company (the “Board”), and was ratified by the Company’s shareholders.

NOW, THEREFORE, subject to the provisions set forth herein and the terms and conditions of the Plan, the terms of which are hereby incorporated by reference, and in consideration of the agreements of Participant herein provided, the parties agree as follows:

1. Grant: The Company hereby grants Participant the following number of Shares of the Company’s Common Stock subject to the terms and conditions of the Plan and this Agreement:

Shares Granted:     <shares granted>

Grant Date: March 1, 2014

Following the Participant’s electronic acceptance of this Agreement, the Shares shall be registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent (currently Computershare), in book entry form. By accepting the Agreement, Participant declares having read this Agreement and agrees to be bound by all the terms and conditions contained herein.

2. Vesting: On January 1, 2015, the first one-third (33.3%) of Shares Granted shall become vested. On January 1, 2016, the second one-third (33.3%) of Shares Granted shall become vested. On January 1, 2017, the final one-third (33.3%) of Shares Granted shall become vested.

3. Ownership Rights on Unvested Shares: Participant has the right to receive cash dividends on the Shares prior to vesting. Dividends will be recorded by the Company as taxable compensation to the Participant and therefore shall be included on Participant’s W-2 tax filing report. Further, Participant has the right to vote the unvested Shares held by the Company. Any shares issued in the event of any change in capitalization, such as a share split or share dividend, shall be treated as additional Shares under the award and shall be subject to the same restrictions and other terms and conditions, including vesting requirements, that apply to the Shares granted pursuant to this Agreement. Participant is prohibited from selling or pledging ownership rights to the Shares until vesting occurs.

4. Delivery of Stock: Vested shares shall be delivered to Participant as soon as practicable following the date of vesting. In that regard, Participant agrees to comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. Also, Participant has until 15 days prior to the date of vesting to make an

election for payment in cash or a sufficient number of Shares for all federal, state or local taxes of any kind required to be withheld with respect to the vesting of Shares. If no election is made Shares will be withheld. Shares are taxed on the market value of the Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting) at required withholding tax rates. Participant must satisfy all tax withholding requirements as a condition of the release and delivery of the Shares.

5. Termination and Forfeiture of Rights: Participant’s right to receive unvested Shares shall terminate and be forfeited upon termination of active employment with the Company or its subsidiaries for any reason, except as otherwise provided in this paragraph. In the event of Death, Permanent Disability, or termination of employment due to the Sale of Participant’s Business Unit, a proportionate number of Shares shall be deemed vested as of Participant’s last day of employment with or service to the Company. The number of months of service (rounded to the nearest whole month) from the Grant Date to the last date of employment as a percentage of the original vesting period of such Shares shall be used to determine the proportionate number of shares. In the event of a “change of control” of The Andersons, Inc., as defined by the Plan document, all unvested Shares shall be deemed earned (i.e., 100% vested) and all restrictions will lapse as of the date of the event. If any special vesting events described in this paragraph occur, Shares shall be distributed as soon as practicable following the date of such event.

6. Limited Power of Attorney to Transfer Unvested Shares Upon Termination: In order to facilitate the transfer to the Company of any Shares in which Participant forfeits vesting rights pursuant to the terms of this Agreement, Participant agrees to hereby appoint the Treasurer of The Andersons, Inc. Participant’s attorney in fact, with full power of substitution, to act for Participant in Participant’s name and place to sell, assign, and transfer Shares of The Andersons, Inc., registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent, in book entry form, and to receive the consideration for the Shares. Such power of attorney is irrevocable and coupled with an interest. By accepting this Agreement, Participant hereby ratifies all acts which Participant’s attorney in fact or the Treasurer of The Andersons, Inc. substitute lawfully performs pursuant to the power conferred by this instrument.

7. Section 409A: It is the intent of the Company that the Shares shall not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant.

8. Retroactive Adjustments: The Company reserves the right to make retroactive adjustment of cash or equity-based compensation paid where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement pursuant to plans or policies that may be in effect from time to time. The Company intends to adopt a general compensation recovery, or "clawback" policy covering the Plan to comply with SEC rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting this agreement, Participant hereby agrees to be bound by any such policy to the degree Participant holds a position deemed to be covered by the policy.

9. Other Acknowledgments: Participant acknowledges that the Compensation & Leadership Development Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.

10. Binding Effect: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated below.

THE ANDERSONS, INC.

By:    /s/ Arthur D. DePompei                    March 3, 2014        

Arthur D. DePompei                    Date

Vice President, Human Resources

The Andersons, Inc.

PARTICIPANT

By:    <Electronic Signature>                    <Acceptance Date>

EX-10.64

Exhibit 10.64

2014 Restricted Share Award Agreement

Non-employee Directors

THIS AGREEMENT, effective March 1, 2014 is made by and between The Andersons, Inc. (the “Company”), an Ohio corporation, and <Participant Name>, (“Non-employee Director”).

WHEREAS, Non-employee Director is a valuable and trusted contributor to the Company’s success and the Company considers it desirable and in its best interest to better align the interests of Non-employee Director with shareholder interests by having a right to receive common shares of the Company through a grant of Restricted Share Awards (the “Shares”); and

WHEREAS, the program for issuance of the Shares is provided in The Andersons, Inc. Long-Term Performance Compensation Plan (the “Plan”) which has been approved by the Board of Directors of the Company (the “Board”), and was ratified by the Company’s shareholders..

NOW, THEREFORE, subject to the provisions set forth herein and the terms and conditions of the Plan, the terms of which are hereby incorporated by reference, and in consideration of the agreements of Non-employee Director herein provided, it is agreed by and between the parties as follows:

1. Grant of Shares: The Company hereby grants to Non-employee Director <Shares Granted> common shares in accordance with the Plan, and in the manner and subject to the terms hereinafter provided. Following Non-employee Director’s electronic acceptance of this Agreement, the Shares shall be registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent (currently Computershare), in book entry form. By accepting the Agreement, Participant declares having read this Agreement and agrees to be bound by all the terms and conditions contained herein.

2. Vesting: On March 1, 2015, vesting of 100% of the Shares shall occur.

3. Ownership Rights on Unvested Shares: Non-employee Director has the right to receive cash dividends on the Shares prior to vesting. Dividends must be recorded by the Company as taxable compensation and therefore shall be reported to Non-employee Director and to appropriate tax authorities. Further, Non-employee Director has the right to vote the unvested Shares held by the Company. Any shares issued in the event of any change in capitalization, such as a share split or share dividend, shall be treated as additional Shares under the award and shall be subject to the same restrictions and other terms and conditions, including vesting requirements, that apply to the Shares granted pursuant to this Agreement. Non-employee Director is prohibited from selling ownership rights to the Shares until vesting occurs.

4. Delivery of Shares: Vested shares shall be delivered to Non-employee Director as soon as practicable following the date of vesting. In that regard, Non-employee Director shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. Vested shares are taxable compensation based on the market value of the Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting). Compensation from vested shares shall be recorded as compensation by the Company and reported to Non-employee Director and appropriate tax authorities.

5. Termination and Forfeiture of Rights: Non-employee Director’s right to receive unvested Shares shall terminate and be forfeited upon ceasing to be a member of the Board for any reason, except as otherwise provided in this paragraph. In the event of Non-employee Director’s death or permanent disability a proportionate number of Shares shall be deemed vested as of the day following Non-employee Director’s last day of Board service. The number of months of service (rounded to the nearest whole month) from the effective date of this Agreement to the Non-Employee Director’s last day of Board service as a percentage of the original vesting period of such Shares shall be used to determine the proportionate number of shares. In the event of a “change of control” of The Andersons, Inc., as defined by the Plan document all unvested Shares shall be deemed earned (i.e., 100% vested) and all restrictions will lapse as of the date of the event. If any special vesting events described in this paragraph occur, Shares shall be distributed as soon as practicable following the date of such event.

6. Limited Power of Attorney to Transfer Unvested Shares Upon Termination: In order to facilitate the transfer to the Company of any Shares in which Non-employee Director forfeits vesting rights pursuant to the terms of this Agreement, Non-employee Director agrees to hereby appoint the Treasurer of The Andersons, Inc. Non-employee Director’s attorney in fact, with full power of substitution, to act for Non-employee Director in Non-employee Director’s name and place to sell, assign, and transfer Shares of The Andersons, Inc., registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent, in book entry form, and to receive the consideration for the Shares. Such power of attorney is irrevocable and coupled with an interest. By accepting this Agreement, Participant hereby ratifies all acts which Participant’s attorney in fact or the Treasurer of The Andersons, Inc. substitute lawfully performs pursuant to the power conferred by this instrument.

7. Other Acknowledgments: Non-employee Director acknowledges that the Compensation & Leadership Development Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.

8. Binding Effect: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated below.

THE ANDERSONS, INC.

By: /s/ Arthur D. DePompei        March 4, 2014    

Arthur D. DePompei    Date

Vice President, Human Resources

NON-EMPLOYEE DIRECTOR

By: <Electronic Signature>        <Acceptance Date>

EX-10.65

Exhibit 10.65

FIFTH AMENDED AND RESTATED LOAN AGREEMENT

BETWEEN

U.S. BANK NATIONAL ASSOCIATION
Sole Bookrunner, Left Lead Arranger, and Administrative Agent

FIFTH THIRD BANK
Joint Lead Arranger and Co-Syndication Agent

COBANK, ACB
Joint Lead Arranger and Co-Syndication Agent

JPMORGAN CHASE BANK, N.A.
Co-Documentation Agent

BANK OF THE WEST
Co-Documentation Agent

BANK OF TOKYO-MITSUBISHI UFJ, LTD.
Co-Documentation Agent

BRANCH BANKING AND TRUST COMPANY
Co-Documentation Agent

FARM CREDIT BANK OF TEXAS
Co-Documentation Agent

THE BANK OF NOVA SCOTIA
Co-Documentation Agent

WELLS FARGO BANK, N.A.
Co-Documentation Agent

AND

THE ANDERSONS, INC.

$850,000,000 Line of Credit

Dated as of March 4, 2014

TABLE OF CONTENTS

1.DEFINITIONS	1
1.1GENERAL DEFINITIONS	1
1.2INDEX TO OTHER DEFINITIONS	17
1.3ACCOUNTING TERMS	18
1.4OTHERS DEFINED IN NEW YORK UNIFORM COMMERCIAL CODE	19
2.LOANS, LETTERS OF CREDIT AND FEES	19
2.1LOANS AND LETTERS OF CREDIT	19
2.1.1Swing Line	19
2.1.2Line of Credit	20
2.1.3Intentionally Omitted	20
2.1.4Letters of Credit	20
2.1.5Funds Transfers	23
2.2PAYMENT OF PRINCIPAL AND INTEREST; DEFAULT RATE	24
2.3PREPAYMENTS; TERMINATION OF THE COMMITMENTS	26
2.4PURPOSE	28
2.5LOAN AND LETTER OF CREDIT FEES	28
2.6BORROWER’S LOAN ACCOUNT	29
2.7STATEMENTS	29
2.8TERMINATION OF AGREEMENT	30
3.INTENTIONALLY OMITTED	30
4.CONDITIONS TO ADVANCES	30
4.1COMPLIANCE	30
4.2DOCUMENTATION	30
4.3ACQUISITION AMOUNTS	30
5.GUARANTIES	31
6.REPRESENTATIONS AND WARRANTIES	31
6.1LITIGATION AND PROCEEDINGS	31
6.2OTHER AGREEMENTS	31
6.3LICENSES, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES	31
6.4ENCUMBRANCES	31
6.5LOCATION OF ASSETS; CHIEF EXECUTIVE OFFICE	31
6.6TAX LIABILITIES	32
6.7INDEBTEDNESS	32
6.8AFFILIATES	32
6.9ENVIRONMENTAL MATTERS	32

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6.10EXISTENCE	33
6.11AUTHORITY	33
6.12BINDING EFFECT	33
6.13CORRECTNESS OF FINANCIAL STATEMENTS	33
6.14EMPLOYEE CONTROVERSIES	33
6.15COMPLIANCE WITH LAWS AND REGULATIONS	34
6.16ACCOUNT WARRANTIES	34
6.17INVENTORY WARRANTIES	34
6.18SOLVENCY	34
6.19PENSION REFORM ACT	34
6.20MARGIN SECURITY	34
6.21INVESTMENT COMPANY ACT NOT APPLICABLE	35
6.22FULL DISCLOSURE	35
6.23INTELLECTUAL PROPERTY	35
6.24SURVIVAL OF WARRANTIES	35
6.25NO MATERIAL ADVERSE EFFECT; NO DEFAULT OR MATURED DEFAULT	35
6.26OFAC; ANTI-TERRORISM LAWS	35
7.AFFIRMATIVE COVENANTS	36
7.1FINANCIAL AND OTHER INFORMATION	36
7.2CONDUCT OF BUSINESS	37
7.3INSURANCE	37
7.4FINANCIAL COVENANTS AND RATIOS	37
7.5BENEFIT PLANS	38
7.6NOTICE OF SUIT, ADVERSE CHANGE IN BUSINESS OR DEFAULT	38
7.7USE OF PROCEEDS	38
7.8BOOKS AND RECORDS	38
7.9OFAC; PATRIOT ACT COMPLIANCE	38
8.NEGATIVE COVENANTS	39
8.1ENCUMBRANCES	39
8.2CONSOLIDATIONS, MERGERS OR ACQUISITIONS	39
8.3SECURED INDEBTEDNESS	39
8.4GUARANTEES AND OTHER CONTINGENT OBLIGATIONS	40
8.5DISPOSITION OF PROPERTY	40
8.6DISTRIBUTIONS IN RESPECT OF EQUITY	40
8.7LOANS TO AND TRANSACTIONS WITH AFFILIATES	41
8.8DEPOSITS, INVESTMENTS, ADVANCES OR LOANS	41
9.DEFAULT AND RIGHTS AND REMEDIES; THE AGENT	41
9.1LIABILITIES	41

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9.2RIGHTS AND REMEDIES; WAIVER OF RIGHTS UNDER FARM CREDIT ACT	41
9.3WAIVER OF DEMAND	42
9.4WAIVER OF NOTICE	42
9.5AUTHORIZATION AND ACTION	42
9.6AGENT’S RELIANCE, ETC	43
9.7NOTICES OF DEFAULTS	43
9.8THE AGENT AS A LENDER, AFFILIATES	43
9.9NON-RELIANCE ON AGENT AND OTHER LENDERS	44
9.10INDEMNIFICATION	44
9.11SUCCESSOR AGENT	45
9.12VERIFICATION OF BORROWING NOTICES	45
10.MISCELLANEOUS	45
10.1TIMING OF PAYMENTS	45
10.2ATTORNEYS’ FEES AND COSTS	45
10.3EXPENDITURES BY THE AGENT	46
10.4THE AGENT’S COSTS AND EXPENSES AS ADDITIONAL LIABILITIES	46
10.5CLAIMS AND TAXES	47
10.6CUSTODY AND PRESERVATION OF COLLATERAL	47
10.7INSPECTION	47
10.8EXAMINATION OF BANKING RECORDS	47
10.9GOVERNMENTAL REPORTS	48
10.10RELIANCE BY THE AGENT, THE ISSUER AND THE LENDERS	48
10.11PARTIES	48
10.12APPLICABLE LAW; SEVERABILITY	48
10.13SUBMISSION TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY	48
10.14APPLICATION OF PAYMENTS; WAIVER	49
10.15MARSHALING; PAYMENTS SET ASIDE	49
10.16SECTION TITLES	50
10.17CONTINUING EFFECT	50
10.18NO WAIVER	50
10.19NOTICES	50
10.20REGULATORY CHANGES	51
10.21LIBOR RATE LOANS	52
10.22TAXES	52
10.23ASSIGNMENTS AND PARTICIPATION	56
10.24MAXIMUM INTEREST	58
10.25ADDITIONAL ADVANCES	59
10.26LOAN AGREEMENT CONTROLS	59

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10.27OBLIGATIONS SEVERAL	59
10.28PRO RATA TREATMENT	59
10.29CONFIDENTIALITY	60
10.30INDEPENDENCE OF COVENANTS	60
10.31AMENDMENTS AND WAIVERS	60
10.32REPLACEMENT OF A LENDER	62
10.33REPRESENTATIONS BY THE LENDERS	62
10.34COUNTERPARTS AND FACSIMILE SIGNATURES	62
10.35SET-OFF	63
10.36PATRIOT ACT INFORMATION	63
10.37NO ADVISORY OR FIDUCIARY RESPONSIBILITY	63
10.38BINDING EFFECT	64
10.39FINAL AGREEMENT	64
10.40AMENDMENT AND RESTATEMENT.	64

SCHEDULES

Schedule A        Commitments

Schedule B        Form of Assignment and Acceptance

EXHIBITS
Exhibit 1A        Excluded Consolidated Subsidiaries
Exhibit 2A        Form of Note
Exhibit 4A        List of Closing Documents
Exhibit 5A        Form of Guaranty
Exhibit 6A        Disclosure Schedule
Exhibit 7A-2        Form of Compliance Certificate

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FIFTH AMENDED AND RESTATED LOAN AGREEMENT

THIS FIFTH AMENDED AND RESTATED LOAN AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, this “Agreement”) is made as of March 4, 2014, by and between THE ANDERSONS, INC., an Ohio corporation (“Borrower”), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”, but in any event excluding all Departing Lenders) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), in its capacity as Agent for the Lenders and for the Issuer (in such capacity, the “Agent”).

RECITAL

Borrower, U.S. Bank and certain Lenders, are parties to the Fourth Amended and Restated Loan Agreement dated as of December 7, 2011, (as amended, modified, supplemented, renewed or restated from time to time, the “Existing Agreement” or “Existing Credit Agreement”) whereby U.S. Bank (as the agent and a lender), and the other lenders, agreed to make loans, advances, extensions of credit and/or other financial accommodations to or for the benefit of Borrower. Borrower has requested that the Existing Agreement be amended and restated pursuant hereto.

NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions contained in this Agreement, and of any loans or extensions of credit or other financial accommodations at any time made to or for the benefit of Borrower by the Agent and the Lenders, Borrower, the Agent and the Lenders agree that the Existing Agreement shall be amended and restated to read as follows:

1.DEFINITIONS.

1.1General Definitions. When used herein, the following capitalized terms shall have the meanings indicated, whether used in the singular or the plural:

“Accounts” shall mean all present and future rights of Borrower and its consolidated subsidiaries to payment for Inventory or other Goods sold or leased or for services rendered, which rights are not evidenced by Instruments or Chattel Paper, regardless of whether such rights have been earned by performance and any other “accounts” (as defined in the Code).

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its consolidated subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

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“Adjusted Monthly LIBOR Rate” shall mean with respect to each day, the rate determined by dividing the Monthly LIBOR Rate in effect on such day by 1.00 minus the LIBOR Reserve Percentage.

“Affiliate” shall mean any Person other than Borrower and its consolidated subsidiaries: (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Borrower or its consolidated subsidiaries; (b) that directly or beneficially owns or holds twenty-five percent (25%) or more of any class of the voting equity interest of Borrower or its consolidated subsidiaries; (c) twenty-five percent (25%) or more of the voting equity interest of which is owned directly or beneficially or held by Borrower or its consolidated subsidiaries; or (d) that is a director, officer, agent or employee of Borrower or its consolidated subsidiaries.

“Agent” has the meaning set forth in the introduction and shall include any successor to the Agent that has been appointed in accordance with Section 9.11.

“Agent’s Letter”shall mean the letter agreement between Borrower and the Agent dated March 4, 2014.

“Applicable Margin”shall mean, with respect to Swing Line Advances, Line of Credit Advances which are Daily Reset LIBOR Rate Loans, Base Rate Loans or LIBOR Rate Loans, Non-Use Fees for the Line of Credit Loan Commitments and Standby LC Fees, the rates per annum as set forth in the tables and paragraph below, for the then applicable Financial Performance Level:

Swing Line Advances, Line of Credit Advances, Non-Use Fees:

Financial Performance Level	Base Rate	Daily Reset LIBOR Rate & LIBOR Rate	Non-Use Fees
Level 1	1.250%	2.250%	0.250%
Level 2	0.750%	1.750%	0.200%
Level 3	0.500%	1.500%	0.175%
Level 4	0.375%	1.375%	0.150%

Letter of Credit Fees:

Financial Performance Level	Standby LC Fees
Level 1	2.250%
Level 2	1.750%
Level 3	1.500%
Level 4	1.375%

The Financial Performance Level shall be Level 3 as of the Closing Date. The Agent will review Borrower’s financial performance as of each fiscal quarter end, beginning with fiscal quarter end March 31, 2014, after its receipt of Borrower’s financial statements and Compliance Certificate as of the end of such fiscal quarter, and will confirm Borrower’s determination as to whether Borrower’s Financial Performance Level based on such fiscal quarter end is Level 1, Level 2, Level 3 or Level

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4. As so confirmed by the Agent, Borrower’s Financial Performance Level will determine the Applicable Margin effective for Swing Line Advances, Line of Credit Advances, the Non-Use Fees for the Line of Credit Loan Commitments and Standby LC Fees for the three month period beginning on the first Business Day of the third month following the end of such fiscal quarter if the Agent receives such quarter end financial statements prior to the last five (5) Business Days of the second month following the end of such fiscal quarter. If the Agent receives such quarter end financial statements during or after the last five (5) Business Days of the second month following the end of such fiscal quarter (but prior to the end of the third month following the end of such fiscal quarter), any reduction in the Applicable Margin will be delayed until the tenth day of the month following the month in which the Agent receives such quarter end financial statements, but any increase in the Applicable Margin will be effective as of the first Business Day of the third month following the end of such fiscal quarter. If the Agent does not receive such quarter end statements prior to the end of the third month following the end of such fiscal quarter, Borrower’s Financial Performance Level shall be deemed to be Level 1 beginning with the tenth day of the fourth month following the end of such fiscal quarter and shall remain at Level 1 until the 15^th Business Day after such financial statements are received by the Agent and a determination by the Agent that a different Financial Performance Level shall apply during the remainder of the three month period.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender.

“Available Amount” shall mean, at any time, an amount equal to (i) the Line of Credit Loan Commitments minus (ii) the sum of (A) the aggregate principal amount of the Line of Credit Loan Liabilities, and (B) the aggregate amount of the LC Obligations.

“Bank Products” shall mean any of the following services or facilities extended to Borrowerand its consolidated subsidiaries by the Agent, any Lender or any of their affiliates: (a) credit cards or purchase cards; (b) cash management, including controlled disbursement services, automatic clearing house transfer of funds and overdrafts; and (c) facilities and services extended under Rate Protection Agreements.

“Bank Products Agreements” shall mean all documents and agreements relating to Bank Products.

“Bank Products Obligations” shall mean, with respect to any Person, all obligations and liabilities of such Person under any Bank Products Agreements.

“Base Rate” shall mean the greatest of (a) the Prime Rate, (b) the Federal Funds Rate plus one half of one percent (0.5%), and (c) the Adjusted Monthly LIBOR Rate in effect and reset each Business Day plus one percent (1.00%).

“Base Rate Loan” shall mean any Loan that bears interest at the Base Rate plus the Applicable Margin.

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“Borrower and its consolidated subsidiaries” shall mean Borrower and its consolidated subsidiaries except Excluded Consolidated Subsidiaries, except as that term is used in Section 6.13 of this Agreement, Correctness of Financial Statements, Section 6.18 of this Agreement, Solvency, Section 6.26 of this Agreement, OFAC; Anti-Terrorism Laws, Subsections (a) and (b) of Section 7.1 of this Agreement, Financial and Other Information, Section 7.8 of this Agreement, Books and Records, and Section 7.9, OFAC; PATRIOT ActCompliance, in which cases “Borrower and its consolidated subsidiaries” shall mean Borrower and its consolidated subsidiaries including Excluded Consolidated Subsidiaries.

“Borrower or any consolidated subsidiary of Borrower”shall mean Borrower or any consolidated subsidiary of Borrower except an Excluded Consolidated Subsidiary.

“Business Day” shall mean any day of the year on which commercial banks in New York, New York are not required or authorized to close, provided, in addition however, that when used in the definition of LIBOR Rate or Interest Period, or when otherwise used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall exclude any day on which banks in London, England are not open for dealings in deposits of Dollars in the London interbank market.

“Capitalization” shall mean, on any date, the Borrower’s Tangible Net Worth plus Recourse Long Term Debt plus the aggregate of U.S. Dollars and investments permitted under clauses (a), (b) and (c) of Section 8.8 (net of all outstanding checks or other debits) in excess of $25,000,000 not owned by Excluded Consolidated Subsidiaries.

“Change of Control” shall mean, (a) as to Borrower, (i) the voting stock of Borrower shall cease to be publicly traded, or (ii) more than 40% of the voting stock of Borrower is owned or controlled, directly or indirectly by one Person or an affiliated group of Persons, and (b) as to any consolidated subsidiary of Borrower, existing as such on the date of this Agreement, the voting stock or voting or controlling equity interest of such consolidated subsidiary shall cease to be wholly owned by Borrower, except as the result of a merger or asset consolidation with another consolidated subsidiary of Borrower except an Excluded Consolidated Subsidiary.

“Closing Date” shall mean the date of this Agreement.

“Commitment” shall mean, as to any Lender, such Lender’s Line of Credit Loan Commitment, the Agent’s commitment to make Swing Line Advances under the Line of Credit and the Agent’s commitment to cause the Issuance of Letters under the Line of Credit, and “Commitments” shall mean collectively, such Commitments for all the Lenders and the Agent.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

“Daily Reset LIBOR Rate” shall mean the one-month LIBOR rate quoted by the Agent from Reuters Screen LIBOR01 Page or any successor thereto or substitute therefor, which shall be that one-month LIBOR rate in effect and reset each Business Day; provided, that if no such source is available to the Agent, the one-month LIBOR Rate for the relevant Interest Period shall instead

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be the rate determined by the Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such one-month period, in the approximate amount of U.S. Bank’s relevant Loan and having a maturity equal to such one-month period.

“Daily Reset LIBOR Rate Loan” shall mean any Loan that bears interest at the Daily Reset LIBOR Rate plus the Applicable Margin.

“Default” shall mean the occurrence or existence of: (a) an event which, through the passage of time or the service of notice or both, would (assuming no action is taken by Borrower or any other Person to cure the same) mature into a Matured Default; or (b) an event which requires neither the passage of time nor the service of notice to mature into a Matured Default.

“Default Period” shall mean the period of time commencing at the beginning of the first Business Day after the delivery of a “Notice of Default” to the Agent in accordance with Section 9.7 and continuing until the Default or Matured Default described therein is cured or waived, as the case may be, in accordance with the terms of this Agreement.

“Defaulting Lender” shall mean any Lender, as determined by the Agent, that has (a) defaulted on any obligation under this Agreement (including but not limited to its obligation to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), reimbursements of drawings under Letters or reimbursement of expenses or amounts due with respect to indemnity claims, in each case within two (2) Business Days of the date when due and in Immediately Available Funds, (b) notified Borrower, the Agent, Issuer or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations (i) under this Agreement or (ii) under other agreements in which it is obligated to extend credit unless, in the case of this clause (ii), such obligation is the subject of a good faith dispute, (c) failed, within three Business Days after request by the Agent, to confirm that it will comply with the terms of this Agreement, or (d) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in each case, by a governmental authority or an instrumentality thereof. The Agent shall give prompt written notice to Borrower, the Lenders and Issuer of any determination that a Lender is a Defaulting Lender. Notwithstanding the cure or

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remediation of the events causing a Defaulting Lender to become a Defaulting Lender, a Defaulting Lender shall remain a Defaulting Lender until such time, if any, as the Agent in its sole and absolute discretion determines that such Defaulting Lender is no longer a Defaulting Lender and the Agent gives written notice of such determination to Borrower, the Lenders and Issuer; provided however, in the event that the only basis upon which a Defaulting Lender has been determined to be a Defaulting Lender is the failure to timely provide the required confirmation in accordance with item c. above, then promptly upon receipt of such confirmation the Agent shall determine that such Defaulting Lender is no longer a Defaulting Lender and give written notice of such determination to Borrower, the Lenders and Issuer. The terms of this Agreement that specify a different treatment of a Defaulting Lender, shall become effective on the date of the written notice from the Agent that a Defaulting Lender has become a Defaulting Lender, and shall cease to be effective on the date of the written notice from the Agent that a Defaulting Lender is no longer a Defaulting Lender. For example, but not by way of limitation, a non-use fee or a letter of credit fee shall cease to accrue in favor of a Defaulting Lender on the date of such notice that a Defaulting Lender has become a Defaulting Lender, and such accrual shall recommence on the date of such notice that a Defaulting Lender is no longer a Defaulting Lender, respectively.

“Departing Lender” means each lender under the Existing Credit Agreement that executes and delivers to the Agent a Departing Lender Signature Page.

“Departing Lender Signature Page” means each signature page to this Agreement on which it is indicated that the Departing Lender executing the same shall cease to be a party to the Existing Credit Agreement on the Closing Date.

“Direct Pay Letter of Credit” shall mean any direct pay letter of credit Issued for the account of Borrower under this Agreement or the Existing Agreement.

“Dollars” and “$” shall mean lawful currency of the United States of America.

“EBITDA” shall mean, during any period of determination, the net income of any Person, before provision for income taxes, interest expense (including without limitation, implicit interest expense on capitalized leases), depreciation expense, amortization expense and other non-cash expenses or charges, excluding (to the extent included): (a) non-operating gains (including without limitation, extraordinary or nonrecurring gains, gains from discontinuance of operations and gains arising from the sale of assets other than Inventory) during the applicable period; and (b) similar non-operating losses during such period.

“Eligible Assignee” shall mean (i) (A) a Lender other than a Defaulting Lender or a Lender that would become a Defaulting Lender as a result of becoming an Assignee of a Defaulting Lender, or (B) an affiliate of such Lender; (ii) an Approved Fund; (iii) a commercial bank organized under the laws of the United States, or any state thereof, or a commercial lender organized under the laws of the United States and, in each case, having total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank or lender in its jurisdiction of organization; (iv) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, and having total assets in

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excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization, so long as such bank is acting through a branch or agency located in the country in which it is organized or another country that is described in this clause (iv); (v) the central bank of any country that is a member of the OECD; or (vi) any other business lending organization approved as an Eligible Assignee by the Agent (and, provided that no Default or Matured Default has occurred and is continuing, approved by Borrower, such approval not to be unreasonably withheld), provided, however, that none of Borrower, an Affiliate or a Guarantor shall qualify as an Eligible Assignee.

“Excluded Consolidated Subsidiaries” shall mean, collectively, at the time, if any, that any such entities are or have been deemed a direct or indirect consolidated subsidiary of Borrower for any prior or current reportable period, the entities listed on Exhibit 1A (each an “Excluded Consolidated Subsidiary”); provided, however, that no subsidiary shall constitute an Excluded Consolidated Subsidiary if the Borrower or any subsidiary (other than an Excluded Consolidated Subsidiary) has guaranteed the Indebtedness of the applicable Excluded Consolidated Subsidiary, is primarily or secondarily liable for such Indebtedness, has provided credit support for such Indebtedness or is otherwise obligated to pay all or any part of such Indebtedness.

“Excluded Swap Obligation” means, with respect to any Guarantor, any obligation arising under a Swap Contract if, and only to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such guarantor or the grant of such security interest becomes effective with respect to such obligation. If an obligation under a Swap Contract arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, in the case of each Lender, the Issuer, and the Agent, (i) Taxes imposed on its overall net income, franchise Taxes, and branch profits Taxes imposed on it, by the respective jurisdiction under the laws of which such Lender, the Issuer or the Agent is incorporated or is organized or in which its principal executive office is located, (ii) in the case of a Non-U.S. Lender, any withholding tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to the laws in effect at the time such Non-U.S. Lender becomes a party to this Agreement, except in each case to the extent that, pursuant to Section 10.22(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto, or is attributable to the Non-U.S. Lender’s failure to comply with Section 10.22(f), and (iii) any U.S. federal withholding taxes imposed by FATCA.

“Farm Credit System Institution” means any farm credit bank, any Federal land bank association, any production credit association, the banks for cooperatives, and such other institutions as may be subject to regulation by the Farm Credit Administration, including, without limitation,

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any federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as the same may be amended or supplemented from time to time.

“Farm Products” shall mean all personal property owned by Borrower and its consolidated subsidiaries used or for use in farming or livestock operations, including without limitation, seed and harvested or un-harvested crops of all types and descriptions, whether annual or perennial and including trees, vines and the crops growing thereon, native grass, grain, feed, feed additives, feed ingredients, feed supplements, fertilizer, hay, silage, supplies (including without limitation, chemicals, veterinary supplies and related Goods), livestock of all types and descriptions (including without limitation, the offspring of such livestock and livestock in gestation) and any other “farm products” (as defined in the Code).

“FATCA” shall mean Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof.

“Federal Funds Rate”shall mean, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100^th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on such day, or if no such rate is so published on such day, on the most recent day preceding such day on which such rate is so published.

“Financial Performance Level” shall mean the applicable level of Borrower’s financial performance determined in accordance with the table set forth below at the end of each fiscal quarter.

Financial Performance Level	Recourse Long Term Debt to Capitalization Ratio
Level 1	Greater than 60%
Level 2	Less than or equal to 60% but greater than 45%
Level 3	Less than or equal to 45% but greater than 30%
Level 4	Less than or equal to 30%

“Financing Agreements” shall mean all agreements, instruments and documents, including without limitation, this Agreement and all notes, letter of credit applications, guarantees, consents, assignments, contracts, notices and all other written matter at any time executed by or on behalf of Borrower and delivered to the Agent for the benefit of the Lenders in relation to this Agreement, together with all amendments and all agreements and documents referred to therein or contemplated thereby and all Bank Products Agreements.

“Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation, any arbitration panel, any court, any commission, any agency or any instrumentality of the foregoing.

“Governmental Requirement” shall mean any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any department, commission, board, court, agency or any other instrumentality of any of them (including any of the foregoing that relate to environmental standards or controls and occupational safety and health standards or controls).

“Hedged Activity” shall mean those types of gross margin hedged activities including but not limited to weather, currency, interest rates or Inventory that are hedged against price fluctuation using recognized methods of hedging, including but not limited to futures contracts or off exchange swap contracts placed through a recognized commodities broker or swap dealer adjusted to include all current and non-current commodity derivative assets and liabilities recorded on the Borrower’s balance sheet in accordance with GAAP.

“Highest Lawful Rate” shall mean, with respect to each Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged, or received with respect to the Swing Line, the Line of Credit (and the Line of Credit Notes), or on other amounts, if any, payable to such Lender pursuant to this Agreement or any other Financing Agreement, under laws applicable to such Lender which are in effect from time to time, or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Immediately Available Funds” shall mean funds with good value on the day and in the city in which payment is received.

“Indebtedness” with respect to any Person means, at any time, without duplication, (a) (i) its liabilities for borrowed money and (ii) its redemption obligations in respect of preferred stock which is or upon the occurrence of certain events may be mandatorily redeemable by the holders thereof at any time prior to the payment in full of the Liabilities; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of capital leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of synthetic leases assuming such synthetic leases were accounted for as capital leases; (d) all liabilities for borrowed money secured by any

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lien or security interest with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); and (f) any guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (e) hereof. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (f) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Indemnified Taxes” shall mean Taxes imposed on or with respect to any payment made by or on account of any obligation of any Borrower or Guarantor, respectively, under any Financing Agreement, other than Excluded Taxes and Other Taxes.

“Interest Period” shall mean: with respect to LIBOR Rate Loans, the period of time for which the LIBOR Rate shall be in effect as to any LIBOR Rate Loan and which shall be a seven day or one, two, three or six month period of time, commencing with the borrowing date of the LIBOR Rate Loan or the expiration date of the immediately preceding Interest Period, as the case may be, applicable to and ending on the effective date of any rate change or rate continuation made as provided in Section 2.2 as Borrower may specify in the notice of borrowing delivered pursuant to Section 2.2 or the notice of interest conversion delivered pursuant to Section 2.2; providedhowever, that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) no Interest Period shall extend beyond the Maturity Date; and (iii) there shall be no more than five (5) seven day Interest Periods and no more than twenty (20) Interest Periods (of all types) for LIBOR Rate Loans at any one time in the aggregate under this Agreement.

“Inventory” shall mean any and all Goods which shall at any time constitute “inventory” (as defined in the Code) or Farm Products owned by Borrower and its consolidated subsidiaries, wherever located (including without limitation, Goods in transit and Goods in the possession of third parties, and rail cars owned by the Borrower and its consolidated subsidiaries), or which from time to time are held for sale, lease or consumption in Borrower’s business, furnished under any contract of service or held as raw materials, work in process, finished inventory or supplies (including without limitation, packaging and/or shipping materials).

“IRC” shall mean the Internal Revenue Code of 1986, as amended, as at any time in effect, together with all regulations and rulings thereof or thereunder issued by the Internal Revenue Service.

“Issue”, “Issued”,“Issues” and “Issuance”shall mean, as the context requires, with respect to a Letter, the issuance, extension or other amendment of a Letter pursuant to this Agreement.

“Issuer” shall mean, with respect to a Letter, any party that Issues such Letter pursuant to this Agreement or that has Issued a Letter under the Existing Agreement.

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“LC Obligations” shall mean, at any time, an amount equal to the aggregate undrawn and unexpired amount of the outstanding Letters, together with the aggregate amount of any unpaid reimbursement obligations with respect to any Letters.

“Letter” or “Letters” shall mean a Standby Letter of Credit Issued for the account of Borrower pursuant to Section 2.1.4 or under the Existing Agreement, or all of such letters of credit, respectively.

“Liabilities” shall mean any and all liabilities, obligations and indebtedness of Borrower and its consolidated subsidiaries to the Agent, any Lender or Issuer, or to any affiliate of the Agent or a Lender on account of Bank Products Obligations, of any and every kind and nature, at any time owing, arising, due or payable and howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise (including without limitation LC Obligations, Bank Products Obligations, fees, charges and obligations of performance) and whether arising or existing under this Agreement or any of the other Financing Agreements or by operation of law. For avoidance of doubt the parties agree that Liabilities does not include (x) Excluded Swap Obligations and (y) obligations under Swap Contracts that are basis swaps related to commodities, commodity swaps, commodity options and forward commodity contracts, together with any related transactions, and the related confirmations, which are subject to the terms and conditions of, or governed by, a form of master agreement published by the International Swaps and Derivatives Association, Inc.

“LIBOR Rate” shall mean, with respect to each day during each Interest Period applicable to a LIBOR Rate Advance, the seven day or one, two, three or six month interest settlement rate for deposits in Dollars quoted by the Agent from Reuters Screen LIBOR01 Page or any successor thereto, or if unavailable, such LIBOR rate quoted by the Agent from a reasonably equivalent alternative source as determined by the Agent, with the understanding that if no such source is available to the Agent, the LIBOR Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market, in each case at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of U.S. Bank’s relevant Loan and having a maturity equal to such Interest Period, (which in any case shall be the LIBOR rate in effect two (2) Business Days prior to the LIBOR Rate Loan), divided by the remainder of 1.00 minus the LIBOR Reserve Percentage.

“LIBOR Rate Loan” shall mean any Loan that bears interest at the LIBOR Rate plus the Applicable Margin.

“LIBOR Reserve Percentage” shall mean the maximum effective percentage in effect on any day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding.

“Limited Recourse Debt” shall mean, for any date of determination, Indebtedness of Borrower or any consolidated subsidiary of Borrower that is borrowed, raised or incurred with

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respect to the financing of its Transportation Assets in respect of which recourse of the limited recourse financiers is limited to such Transportation Assets.

“Line of Credit LoanCommitment” shall mean as to any Lender, such Lender’s Pro Rata Percentage of $850,000,000, as set forth opposite such Lender’s name under the heading “Line of Credit Loan Commitments” on Schedule A, subject to Assignment and Acceptance in accordance with Section 10.23, and as such amount may be reduced or terminated from time to time pursuant to Sections 2.3(c), 2.8 or9.1 and as such amount may be increased from time to time pursuant to Section 10.31(b); and “Line of Credit Loan Commitments” shall mean collectively, the Line of Credit Loan Commitments for all the Lenders.

“Line of Credit Loan Liabilities”shall mean all of the Liabilities (including without limitation the principal and interest owing under the Swing Line) other than: (a) the LC Obligations; and (b) Bank Products Obligations.

“Margin / Swap Accounts” shall mean, collectively, all Commodity Accounts and all Commodity Contracts and (to the extent not included in Commodity Accounts or Commodity Contracts) all Swap Contracts and cash forward contracts maintained by Borrower and its consolidated subsidiaries with respect to Hedged Activity.

“Material Subsidiary” shall mean, at the fiscal quarter end with respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by Borrower, as reflected in such financial statements, a direct or indirect consolidated subsidiary of Borrower (a) the EBITDA of which accounted for more than 5% of EBITDA of Borrower and its consolidated subsidiaries, or (b) has assets which represent more than 5% of the consolidated gross assets of Borrower and its consolidated subsidiaries. Notwithstanding the foregoing, in the event Lansing Trade Group, LLC or any successor entity thereto, becomes a direct or indirect consolidated subsidiary of Borrower, then Lansing Trade Group, LLC or any successor entity thereto shall be a Material Subsidiary.

“Material Subsidiaries” shall mean, at the fiscal quarter end with respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by Borrower, as reflected in such financial statements, the direct or indirect consolidated subsidiaries of Borrower (a) the aggregate EBITDA of which accounted for more than 5% of the aggregate EBITDA of Borrower and its consolidated subsidiaries, or (b) has in the aggregate assets which represent more than 5% of the consolidated gross assets of Borrower and its consolidated subsidiaries.

“Matured Default” shall mean the occurrence or existence of any one or more of the following events: (a) Borrower fails to pay any principal pursuant to any of the Financing Agreements (other than the Bank Products Agreements) on the day such principal becomes due or is declared due or Borrower fails to pay any interest pursuant to any of the Financing Agreements on or before five (5) days after such interest becomes due or is declared due; (b) Borrower fails to pay any of the Liabilities (other than principal and interest) on or before ten (10) days after such Liabilities become due or are declared due; (c) a Change of Control shall occur; (d) Borrower or any consolidated subsidiary of Borrower fails or neglects to perform, keep or observe any of the covenants, conditions, promises or agreements contained in this Agreement or in any of the other

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Financing Agreements (other than those covenants, conditions, promises and agreements referred to or covered in (a), (b), and (c) above), and, with respect to covenants, conditions, promises and agreements other than those set forth in Section 7.2(a) (with respect to maintenance of existence), Section 7.4 and Article 8, for which there is no grace period provided hereby, such failure or neglect continues for more than thirty (30) days after such failure or neglect first occurs; (e) the Available Amount, as calculated in accordance with the definition thereof, result in a negative amount; (f) any warranty or representation at any time made by or on behalf of Borrower in connection with this Agreement or any of the other Financing Agreements is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by or on behalf of Borrower to the Agent or any other Lender is untrue or incorrect in any material respect on the date as of which the facts set forth therein are stated or certified; (g) a judgment in excess of $20,000,000 is rendered against Borrower or any Guarantor of any of the Liabilities and such judgment remains unsatisfied or un-discharged and in effect for sixty (60) consecutive days without a stay of enforcement or execution, provided, however, that this clause (g) shall not apply to any judgment for which Borrower is fully insured (through insurance policies and/or self insurance reserves); (h) all or any material part of the assets of Borrower or any Guarantor of any of the Liabilities come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors; (i) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against Borrower or any Guarantor of any of the Liabilities and such proceeding is not dismissed within thirty (30) days of the date of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by Borrower or any Guarantor of any of the Liabilities, or Borrower or any Guarantor of any of the Liabilities makes an assignment for the benefit of creditors; (j) Borrower or any Guarantor of any of the Liabilities voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated; (k) Borrower or any consolidated subsidiary of Borrower is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency or by the termination or expiration of any permit or license, from conducting all or any material part of its business affairs; (l) Borrower or any Guarantor of any of the Liabilities fails to make any payment due or otherwise defaults on any other obligation for borrowed money (including, without limitation, any breach of representation, warranty or covenant governing such obligation) and the effect of such failure or default is to cause or permit the holder of such obligation or a trustee to cause such obligation to become due prior to its date of maturity; or (m) any Guarantor of any of the Liabilities asserts the invalidity of their guaranty, purports to terminate their guaranty or purports to limit the application thereof to then existing Liabilities.

“Maturity Date” shall mean, as applicable, the earlier of: (a) March 4, 2019; and (b) in all cases, the earlier date of termination in whole of the Commitments pursuant to Sections 2.3(c), 2.8 or 9.1.

“Monthly LIBOR Rate” shall mean, with respect to any date of determination, the average offered rate for deposits in United States dollars for delivery of such deposits on a one-month basis, which appears on Reuters Screen LIBOR01 Page (or any successor thereto) as of 11:00 A.M., London time (or such other time as of which such rate appears), or the rate for such deposits determined by the Agent at such time based on such other published service of general application

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as shall be selected by the Agent for such purpose; provided, that if no such source is available to the Agent, the one-month LIBOR Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such one-month period, in the approximate amount of U.S. Bank’s relevant Loan and having a maturity equal to such one-month period.

“Non-U.S. Lender” shall mean a Lender that is not a United States person as defined in Section 7701(a)(30) of the IRC.

“Note” or “Notes” shall mean any one of the Line of Credit Notes or all of the Line of Credit Notes, respectively.

“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Financing Agreement.

“PATRIOT ACT” shall mean USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended from time to time, and any successor statute.

“Permitted Acquisition” shall mean any Acquisition made by the Borrower or any of its consolidated subsidiaries, provided that, (a) as of the date of the consummation of such Acquisition, no Default or Matured Default shall have occurred and be continuing or would result from such Acquisition, (b) such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement that has been (if required by the governing documents of the seller or entity to be acquired) approved by the board of directors or other applicable governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired, (c) the business to be acquired in such Acquisition is in the same line of business as the Borrower’s or is a line of business that is similar, ancillary or complementary thereto or is a reasonable extension thereof,(d) as of the date of the consummation of such Acquisition, all material approvals required in connection therewith shall have been obtained, and (e) with respect to any Acquisition where the aggregate consideration (including, without limitation, any assumption of Indebtedness) in respect thereof equals or exceeds $25,000,000, the Borrower shall have furnished to the Agent a certificate demonstrating in reasonable detail pro forma compliance with the financial covenants contained in Section 7.4 for such period, in each case, calculated as if such Acquisition, including the consideration therefor, had been consummated on the first day of such period.

“Person” shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, provincial, county, city, municipal or

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otherwise, including without limitation, any instrumentality, division, agency, body or department thereof), including without limitation, Affiliates.

“Prime Rate” shall mean the prime rate announced by the Agent from time to time, which is a base rate that the Agent from time to time establishes and which serves as the basis upon which effective rates of interest are calculated for those loans which make reference thereto. The Prime Rate is not necessarily the lowest rate offered by the Agent. With respect to Base Rate Loans, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced by the Agent or with each change in the Federal Funds Rate, as the case may be.

“Property” shall mean those premises owned or operated by Borrower and its consolidated subsidiaries.

“Pro Rata Percentage” shall mean with respect to each Lender, as applicable, (a) with respect to the Line of Credit, the Swingline and the Letters, such Lender’s Pro Rata Percentage of the Line of Credit Loan Commitments as set forth in Schedule A (or any replacement thereof by proper amendment thereto), and (b) with respect to matters not specifically related to the Line of Credit, the Swingline and the Issuance of Letters the weighted average (weighted based on the proportionate amounts of the total Line of Credit Loan Commitments and the total Line of Credit Loan Commitments) of such Lender’s Pro Rata Percentage of the Line of Credit Loan Commitments as set forth in Schedule A (or any replacement thereof by proper amendment thereto), in each case, as adjusted from time to time in accordance with Section 10.23, and in each case such percentages shall be applicable even in the event that the commitments of the Lenders to make Advances have been suspended or terminated in accordance with the terms of this Agreement.

“Rate Protection Agreement” means, collectively, any Swap Contract designed to protect against fluctuations in interest rates or currency exchange rates entered into by Borrower under which the counterparty to such agreement is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an affiliate of a Lender. For avoidance of doubt the parties agree that Swap Contracts that are basis swaps related to commodities, commodity swaps, commodity options and forward commodity contracts, together with any related transactions, and the related confirmations, which are subject to the terms and conditions of, or governed by, a form of master agreement published by the International Swaps and Derivatives Association, Inc. shall not be Rate Protection Agreements.

“Recourse Debt”shall mean, for any date of determination any Indebtedness, other than Limited Recourse Debt, of any Person including the Borrower and its consolidated subsidiaries, (a) that is secured by any assets of Borrower or any consolidated subsidiary of Borrower, or (b) that Borrower or any consolidated subsidiary of Borrower is obligated to repay by reason of a guaranty, by acting as a primary or secondary obligor or otherwise. For the avoidance of doubt, any financing of Transportation Assets where recourse for such financing extends beyond the applicable Transportation Assets shall constitute Recourse Debt.

“Recourse Long Term Debt” shall mean Recourse Debt of any Person, including Borrower and its consolidated subsidiaries, that is classified as non-current per GAAP, including the current portion thereof, if any. In addition, any Loan or Letter proceeds used to consummate a Permitted

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Acquisition, a capital expenditure or a purchase of fixed assets shall constitute Recourse Long Term Debt; provided, however, that no Loan or Letter proceeds used to consummate an Acquisition of Accounts, Inventory or other current assets shall constitute “Recourse Long Term Debt” unless designated as such by the Borrower in a written notice to the Agent.

“Recourse Long Term Debt to Capitalization Ratio” shall mean, as of any date, the ratio of Recourse Long Term Debt to Capitalization.

“Required Lenders” shall mean, at any time Lenders other than any Defaulting Lender holding in the aggregate more than fifty percent (50%) of the aggregate amount of all of the Lenders’ Commitments, excluding the Commitment of any Defaulting Lender, which percentage shall be applicable even in the event that the commitments of the Lenders to make Advances have been suspended or terminated in accordance with the terms of this Agreement.

“Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices.enforcement/ofac/sanctions/index.html (or the appropriate successor thereto), or as otherwise published from time to time, or any similar list maintained by the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom as published from time to time by any of the foregoing.

“Sanctioned Person” shall mean (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices.enforcement/ofac/sdn/index.html (or the appropriate successor thereto), or otherwise published from time to time, or a Person named on a similar list determined by the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC or any similar Governmental Authority.

“Standby Letter of Credit” shall mean any standby letter of credit, which shall be deemed to include any Direct Pay Letter of Credit Issued for the account of Borrower under this Agreement or the Existing Agreement.

“Subordinated Debt” shall mean the consolidated, subordinated, unsecured debt of Borrower that is subordinated to the Liabilities in accordance with a subordination agreement or subordination agreements, in form and substance acceptable to the Required Lenders.

“swap” shall mean any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Contract” shall mean (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions

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or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement.

“Swing Line Limit” shall mean $80,000,000; provided, however, once during any calendar year such amount may be increased by the Borrower to $100,000,000 so long as (i) no Default or Matured Default is then outstanding or would result therefrom, (ii) the Agent and Swing Line Lender receive at least seven (7) days prior written notice of such increase, (iii) such increase shall only be in effect for thirty consecutive calendar days, and (iv) at the end of such 30-day period, the Borrower shall make all prepayments necessary to cause the then outstanding principal amount of Swing Line Loans to equal or be less than $80,000,000.

“Tangible Net Worth” shall mean, for any date of determination, Borrower and its consolidated subsidiaries (a) net worth, minus (b) the book value of intangible assets, plus (c) the book amount of deferred income, minus (d) without duplication, Recourse Debt.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, including interest, additions to tax and penalties applicable thereto.

“Transportation Assets” shall mean various types of transportation assets including but not limited to locomotives, railcars, maintenance of way equipment, barges, trucking equipment and farm equipment and any leases or lease receivables or accounts or notes receivable related to such assets.

“Type” shall mean, with respect to any Loan, whether such Loan is a Daily Reset LIBOR Rate Loan, a Base Rate Loan or a LIBOR Rate Loan.

“Working Capital” shall mean, as of any date of determination, for the Borrower and its consolidated subsidiaries, the excess of current assets over current liabilities, determined in accordance with GAAP. For purposes of determining the current liabilities of the Borrower and its consolidated subsidiaries, the aggregate principal amount of all outstanding Loans and Letters hereunder (other than Loans and Letters used to finance Permitted Acquisitions, capital expenditures or purchases of fixed assets), together with all interest, fees and expenses in respect thereof shall constitute current liabilities.

1.2Index to Other Definitions. When used herein, the following capitalized terms shall have the meanings given in the indicated portions of this Agreement:

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Term	Location
Advance, Advances	Section 2.1.5
Agreement	Introduction
Application	Section 2.1.4
Assignee	Section 10.23
Assignment and Acceptance	Section 10.23
Beneficiary	Section 2.1.4
Benefit Plans	Section 6.19
Borrower	Introduction
Change	Section 10.20
Code	Section 1.4
Compliance Certificate	Section 7.1
Default Rate	Section 2.2(d)
Environmental Laws	Section 6.9
ERISA	Section 6.19
Excess	Section 10.24
Existing Agreement	Recital
Funds Transfer	Section 2.1.5
Guarantor	Section 5.2
ISP98	Section 2.1.4
Lenders	Introduction
Line of Credit	Section 2.1.2
Line of Credit Advances	Section 2.1.2
Line of Credit Notes	Section 2.1.2
Loan Account	Section 2.6
Loan, Loans	Section 2.1.5
Non-Use Fees	Section 2.5(c)
Purchasing Lender	Section 2.1.5
Replacement Candidate	Section 10.32
Restricted Payments	Section 8.6
Risk-Based Capital Guidelines	Section 10.20
Securities Act	Section 10.33
Selling Lender	Section 2.1.5
Standby LC Fee	Section 2.5(d)
Swing Line	Section 2.1.1
Swing Line Advances	Section 2.1.1
UCP	Section 2.1.4

1.3Accounting Terms. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing the financial statements referred to in Section 7.1; provided, however that, notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all

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computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification Section 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its consolidated subsidiaries at ”fair value”, as defined therein, or (ii) any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein or in any agreement, document or instrument delivered in connection herewith, and the Borrower, the Agent or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders), providedthat, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Borrower shall provide to the Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of monthly, quarterly and annual financing statements required hereunder.

1.4Others Defined in New York Uniform Commercial Code. All other terms contained in this Agreement (which are not specifically defined in this Agreement) shall have the meanings set forth in the Uniform Commercial Code of New York (“Code”) to the extent the same are used or defined therein, specifically including, but not limited to the following: Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Electronic Chattel Paper, Goods, Instruments, Investment Property, Letter of Credit Rights, General Intangibles, Payment Intangibles, Securities Accounts and Tangible Chattel Paper.

2.LOANS, LETTERS OF CREDIT AND FEES.

2.1Loans and Letters of Credit. Subject to all of the terms and conditions contained in this Agreement, the Agent and the Lenders severally and not jointly agree to make the following extensions of credit to or for the benefit of Borrower:

2.1.1Swing Line. The Agent may, but shall not be obligated, to make advances(“Swing Line Advances”) to Borrower from time to time on any one or more Business Days from and after the date of this Agreement, upon Borrower’s written (including facsimile) notice or oral notice followed by written (including facsimile) confirmation, given by Borrower to the Agent not later than 1:00 p.m. (local time in Denver, Colorado) on the Business Day of any proposed Advance, through and including the Maturity Date, in amounts up to the lesser of: (a) the Swing Line Limit minus the outstanding Swing Line Advances; or (b) the Available Amount (“Swing Line”). The Swing Line Advances shall be repayable in accordance with the terms of this Agreement (as further evidenced by Borrower’s Line of Credit Note to the Agent). The Agent, upon the written approval of the Required Lenders, may, but shall not be obligated, to make Swing Line Advances to Borrower in excess of the dollar amount stated above (but not in excess of the Available Amount), and any such Swing Line Advances shall also be governed by the terms hereof. Swing Line Advances shall

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be made, if at all, only in the sole and absolute discretion of the Agent, and in any event shall not be made if any Lender is a Defaulting Lender.

2.1.2Line of Credit. Each Lender severally agrees to make advances (“Line of Credit Advances”) to Borrower from time to time on any one or more Business Days from and after the date of this Agreement (through the Agent as set forth in Section 2.1.5 or Section 2.2(f)), upon Borrower’s written (including facsimile) notice or oral notice followed by written (including facsimile) confirmation, given by Borrower to the Agent not later than 10:00 am (local time in Denver, Colorado) on the second Business Day prior to the date of any proposed LIBOR Rate Loan or upon Borrower’s written (including facsimile) notice or oral notice followed by written (including facsimile) confirmation, given by Borrower to the Agent not later than 10:00 am (local time in Denver, Colorado) on the Business Day of the date of any proposed Base Rate Loan, up to an aggregate principal amount not exceeding each such Lender’s Pro Rata Percentage of the Available Amount on such Business Day through the Maturity Date, in aggregate amounts up to the Available Amount (“Line of Credit”). The Line of Credit Advances shall be repayable in accordance with the terms of this Agreement (as further evidenced by Borrower’s promissory notes to each of the Lenders(“Line of Credit Notes”), the form of which is attached as Exhibit 2A). Notwithstanding the foregoing or anything to the contrary set forth herein, no more than $400,000,000 of the Line of Credit Loan Commitment shall be available for capital expenditures and purchases of fixed assets (in each case to the extent not prohibited hereunder) and Permitted Acquisitions; provided, however, that unless designated as being subject hereto in a written notice from the Borrower to the Agent, no Acquisition of Accounts, Inventory or other current assets shall be subject to this $400,000,000 limitation.

2.1.3Intentionally Omitted.

2.1.4Letters of Credit.

(a)The Agent further agrees to Issue or cause to be Issued by a Lender that agrees, in each case, to be the Issuer, Letters for Borrower’s account for any purpose acceptable to the Agent in its reasonable discretion (the Agent or such Lender thereby becoming an Issuer), with an expiration date not later than the earlier of (a) one year after the date of Issuance, or (b) the fifth day prior to the Maturity Date, in amounts up to the lesser of: (y) Ninety Million Dollars ($90,000,000) minus the then outstanding LC Obligations; or (z) the Available Amount, for the benefit of one or more beneficiaries to be named by Borrower (the “Beneficiary”, whether one or more), in form and substance acceptable to the Agent. Letters which provide for an automatic extension of the expiration date may not automatically extend for more than one year at each extension and shall, in the sole discretion of the Agent, not be allowed to automatically extend to a date later than the fifth day prior to the Maturity Date; provided, however, that a Letter may mature up to one year after the Maturity Date if such Letter is cash collateralized no later than 5 days prior to the Maturity Date on terms and conditions acceptable to the Agent and the applicable Issuer in an amount equal to the undrawn face amount thereof. In order to effect the Issuance of each Letter, Borrower shall deliver to the Agent a letter of credit application (the “Application”) not later than 11:00 a.m. (Denver, Colorado time), five (5) Business Days prior to the proposed date of Issuance of the Letter. The Application shall be duly executed by a responsible officer of Borrower, shall be irrevocable and shall (i) specify

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the day on which such Letter is to be Issued (which shall be a Business Day), and (ii) be accompanied by a certificate executed by a responsible officer setting forth calculations evidencing availability for the Letter and stating that all conditions precedent to such Issuance have been satisfied. Each Letter shall (i) provide for the payment of drafts presented for honor thereunder by the Beneficiary in accordance with the terms thereof, when such drafts are accompanied by the documents described in the Letter, if any, and (ii) to the extent not inconsistent with the express terms hereof or the applicable Application, be subject, as applicable, to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 600 or the International Standby Practices (ISP 98–International Chamber Of Commerce Publication Number 590) (in each case, together with any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by Issuer, the “UCP” and the “ISP98”, respectively), and shall, as to matters not governed by the UCP or the ISP98, be governed by, and construed and interpreted in accordance with, the laws of the State in which Issuer resides. In the event the terms of any Application or any related reimbursement agreement or other related agreement are inconsistent with the terms of this Section 2.1.4, then the terms of this Section 2.1.4 shall be controlling and shall govern over any the terms of any such Application or any related reimbursement agreement or other related agreement.

(b)Upon the Issuance date of each Letter, the Issuer shall be deemed, without further action by any party hereto, to have sold to each other Lender with a Line of Credit Loan Commitment, and each other Lender with a Line of Credit Loan Commitment shall be deemed, without further action by any party hereto, to have purchased from the Issuer, a participation, to the extent of such Lender’s respective Pro Rata Percentage, in such Letter, the obligations thereunder and in the reimbursement obligations of Borrower due in respect of drawings made under such Letter. If requested by the relevant Issuer, the Agent, the other Lenders will execute any other documents reasonably requested by such Issuer to evidence the purchase of such participation.

(c)If Issuer has received documents purporting to draw under a Letter that Issuer believes conform to the requirements of the Letter, or if Issuer has decided that it will comply with Borrower’s written or oral request of authorization to pay a drawing on any Letter that Issuer does not believe conforms to the requirements of the Letter, Issuer or the Agent will notify Borrower of that fact. An amount equal to the amount of such drawing shall be paid by Borrower to the Agent for the account of the Issuer on the date such drawing is made. The obligation of Borrower to repay the Agent for the account of the Issuer or the Agent and the Lenders for any Advance under the Swing Line or the Line of Credit made to fund such reimbursement, shall be absolute, unconditional and irrevocable, shall continue for so long as any LC Obligation is outstanding notwithstanding any termination of this Agreement, and shall be paid strictly in accordance with the terms of this Agreement, notwithstanding any of the following:

(i)Any lack of validity or enforceability of any Letter or LC Obligation;

(ii)The existence of any claim, setoff, defense or other right which Borrower may have or claim at any time against any Beneficiary, transferee or holder of any Letter (or any Person for whom any such Beneficiary, transferee or holder may be acting), Issuer

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or any other Person, whether in connection with a Letter, this Agreement, the transactions contemplated hereby, or any unrelated transaction; or

(iii)Any statement or any other document presented under any Letter proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever so long as such statement or document appeared to comply with the terms of the Letter.

(d)None of Issuer, the Lenders or any of the officers, directors employees, agents or affiliates of any of them shall be liable or responsible for, and the obligations of Borrower to Issuer and the Lenders shall not be impaired by:

(i)The use that may be made of any Letter or for any acts or omissions of any Beneficiary, transferee or holder thereof in connection therewith;

(ii)The validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged so long as such statement or document appeared to comply with the terms of the Letter;

(iii)The acceptance by Issuer of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or

(iv)Any other action of Issuer in making or failing to make payment under any Letter if in good faith and in conformity with applicable U.S. or foreign laws, regulations or customs.

(e)Notwithstanding the foregoing, Borrower shall have a claim against Issuer and the Agent, and Issuer and/or the Agent shall be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by Borrower which Borrower proves were caused by Issuer’s or the Agent’s willful misconduct or gross negligence in determining whether documents presented under any Letter comply with the terms thereof.

(f)In the event any Lender is a Defaulting Lender, Borrower shall, at the option of the Agent or Issuer, in their sole and absolute discretion, deposit with the Agent, for the ratable benefit of the Lenders and Issuer, cash collateral in an amount equal to such Defaulting Lender’s Pro Rata Percentage of LC Obligations relating to any outstanding or requested Letter, which cash collateral shall be used, if necessary, to cover such Defaulting Lender’s obligation with respect to any drawing under a Letter that is not reimbursed by Borrower. If any Letter is Issued and outstanding on the Maturity Date, Borrower shall deposit with the Agent, for the ratable benefit of the Lenders and the Issuer: (i) cash collateral, or (ii) a backup letter of credit issued to the Agent and acceptable to the Lenders, in either case, in an amount equal to the LC Obligations relating to such Letter. In each case, such cash collateral shall be held by the Agent in one or more Deposit Accounts which may be interest bearing or non-interest bearing Deposit Accounts. Such cash collateral shall be released, or such backup letter of credit shall be terminated, if at all, only when such Letter has terminated,

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or in the case of cash collateral deposited with respect to a Defaulting Lender, at such time, if any, that such Defaulting Lender is either no longer a Defaulting Lender, or no longer a Lender.

2.1.5Funds Transfers.

(a)The Swing Line Advances and the Line of Credit Advances (collectively “Advances” and individually, an “Advance”) shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”. It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit on the date of payment thereof), providedhowever, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit exceeding its Line of Credit Loan Commitment plus the Swing Line Limit.

(b)On any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an “Funds Transfer”) required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit Loan Commitment. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado).

(c)Except as provided in Section 2.1.5(d), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans by such Lenders to Borrower and repayments by Borrower of Loans held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans by the Agent to Borrower and repayments of Loans held by the Lenders.

(d)In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereofshall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and

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any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default.

(e)At any time after any Lender (a “Selling Lender”) has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”) of a direct interest in such Selling Lender’s Loans pursuant to Section 2.1.5(d), if such Selling Lender receives any payment on account of its Loans such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); providedhowever, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender.

(f)Provided that no Lender (other than the Agent, when making Swing Line Advances) shall be required to make Loans or Funds Transfers that would cause its outstanding Loans to exceed its Commitments, each Lender’s obligation to make Funds Transfers pursuant to Section 2.1.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or a Matured Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person; (iv) any breach of this Agreement by Borrower or any other Lender, including without limitation, any other Lender’s failure to make any Funds Transfer; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender (whether or not it has been previously determined by the Agent to be a Defaulting Lender) fails to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), or reimbursements of drawings under Letters, in each case when due under this Agreement and in Immediately Available Funds, then, at the option of the Agent, in its sole and absolute discretion, all or any part of such unfunded obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of their respective Line of Credit Loan Commitment (without taking into account the Line of Credit Loan Commitment of any such Defaulting Lender), provided however, such reallocated funding obligation shall not, in any event, result in any Lender being required to have Loans, reimbursement obligations with respect to drawings under Letters and Funds Transfer obligations in respect of Swing Line Loans, outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit Loan Commitment.

2.2Payment of Principal and Interest; Default Rate. The principal amount outstanding under the Swing Line and the Line of Credit shall be due and payable on the Maturity Date. Loans under the Swing Line shall be Daily Reset LIBOR Rate Loans or Base Rate Loans, as selected by the Borrower; provided, that notwithstanding anything to the contrary set forth herein, the Applicable Margin for any Swing Line Loan shall be such amount as agreed to by the Borrower

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and the Swing Line Lender until such time as a Matured Default is outstanding, at which time the Applicable Margin as set forth herein shall be used. Loans under the Line of Credit may, at the option of Borrower, be Base Rate Loans or LIBOR Rate Loans. Each request for LIBOR Rate Loans shall be in a minimum amount of $1,000,000 and an integral multiple of $1,000,000 and shall be subject to the restrictions set forth in the definition of Interest Period and the other restrictions set forth in this Section 2.2. Borrower shall pay interest on the unpaid principal amount of each Loan made by each Lender from the date of such Loan until such principal amount shall be paid in full, at the times and at the rates per annum set forth below:

(a)Except as provided in Subsection (d) of this Section, during such periods as such Loan is a Daily Reset LIBOR Rate Loan, a rate per annum equal to the lesser of (i) the sum of the Daily Reset LIBOR Rate in effect from time to time plus the Applicable Margin and (ii) the Highest Lawful Rate, payable monthly in arrears on the first day of each month commencing April 1, 2014, and on the Maturity Date, which interest may, at the discretion of the Agent, be paid by an Agent initiated Advance pursuant to Section 2.1 or by a debit to a deposit account at U.S. Bank initiated by the Agent per any preauthorization provided by Borrower to the Agent, without prior demand by the Agent.

(b)Except as provided in Subsection (d) of this Section, during such periods as such Loan is a Base Rate Loan, a rate per annum equal to the lesser of (i) the sum of the Base Rate in effect from time to time plus the Applicable Margin and (ii) the Highest Lawful Rate, payable monthly in arrears on the first day of each month commencing April 1, 2014, and on the Maturity Date, which interest may, at the discretion of the Agent, be paid by an Agent initiated Advance pursuant to Section 2.1 or by a debit to a deposit account at U.S. Bank initiated by the Agent per any preauthorization provided by Borrower to the Agent, without prior demand by the Agent.

(c)Except as provided in Subsection (d) of this Section, during such periods as such Loan is a LIBOR Rate Loan, a rate per annum during each day of each Interest Period for such Loan equal to the lesser of (i) the sum of the LIBOR Rate for such Interest Period for such Loan plus the Applicable Margin and (ii) the Highest Lawful Rate, payable in arrears on the last day of the Interest Period in respect of such LIBOR Rate Loan, and, if the Interest Period with respect to such LIBOR Rate Loan exceeds three months, the day which is three months after the making of such LIBOR Rate Loan, which interest may, at the discretion of the Agent, be paid by an Agent initiated Advance pursuant to Section 2.1 or by a debit to a deposit account at U.S. Bank initiated by the Agent per any preauthorization provided by Borrower to the Agent, without prior demand by the Agent.

(d)After the occurrence of a Matured Default and for so long as such Matured Default is continuing, the Agent shall (upon the direction of the Required Lenders) notify Borrower that any and all amounts due hereunder or under any other Financing Agreement, whether for principal, interest (to the extent permitted by applicable law), fees, expenses or otherwise, shall bear interest, from the date of such notice by the Agent and for so long as such Matured Default continues, payable on demand, at a rate per annum (the “Default Rate”) equal to the lesser of (i)(A) with respect to a Daily Reset LIBOR Rate Loan, the sum of two percent (2.0%) per annum plus the Daily Reset LIBOR Rate in effect from time to time plus the Applicable Margin (as set forth herein); (B) with

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respect to a Base Rate Loan, the sum of two percent (2.0%) per annum plus the Base Rate in effect from time to time plus the Applicable Margin; or (C) with respect to a LIBOR Rate Loan, the sum of two percent (2.0%) per annum plus the LIBOR Rate then in effect for such LIBOR Rate Loan plus the Applicable Margin; or (ii) the Highest Lawful Rate.

(e)All computations of interest pursuant to this Section 2.2 shall be made by the Agent with respect to all Loans on the basis of a year of 360 days, unless the foregoing would result in a rate exceeding the Highest Lawful Rate, in which case such computations shall be based on a year of 365 or 366 days, as the case may be. Interest with respect to all Loans, whether based on a year of 360, 365 or 366 days, shall be charged for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Agent of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

(f)Subject to the other restrictions set forth in this Agreement, Borrower may on any Business Day, upon Borrower’s written (including facsimile) notice or oral notice followed by written (including facsimile) confirmation, given by Borrower to the Agent not later than 10:00 am (local time in Denver, Colorado) on the second Business Day prior to the date of any proposed interest conversion or rollover, (a) convert Loans of one Type into Loans of another Type, or (b) continue or rollover existing LIBOR Rate Loans; providedhowever, (i) with respect to any conversion into or rollover of a LIBOR Rate Loan, no Default or Matured Default shall have occurred and be continuing, and (ii) any continuation or rollover of LIBOR Rate Loans for the same or a different Interest Period or into Base Rate Loans, shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loans. Each such notice of interest conversion shall specify therein the requested (x) date of such conversion, (y) the Loans to be converted and whether such Loans constitute LIBOR Rate Loans, and (z) if such interest conversion is into Loans constituting LIBOR Rate Loans, the duration of the Interest Period for each such Loan. The Agent shall promptly deliver a copy thereof to each Lender. Each such notice shall be irrevocable and binding on Borrower. If Borrower shall fail to give a notice of interest conversion with respect to any LIBOR Rate Loan as set forth above, such Loan shall automatically convert to a Base Rate Loan on the last day of the Interest Period with respect thereto. The provisions of this Section 2.2(f) shall also apply to initial Advances made as LIBOR Rate Loans.

2.3Prepayments; Termination of the Commitments.

(a)Borrower may at any time prepay the outstanding principal amount of any Loan, in either case in whole or in part, in accordance with this Section 2.3. With respect to any prepayment, Borrower shall give prior written notice of any such prepayment to the Agent, which notice shall state the proposed date of such prepayment (which shall be a Business Day), the Loans to be prepaid and the aggregate amount of the prepayment, and which notice shall be delivered to the Agent not later than 12:00 noon (local time in Denver, Colorado): (a) with respect to any Loan which is a Daily Reset LIBOR Rate Loan or a Base Rate Loan, on the date of the proposed prepayment, and (b) with respect to any Loan which is a LIBOR Rate Loan, two (2) Business Days prior to the date of the proposed prepayment. All prepayments of Daily Reset LIBOR Rate Loans or Base Rate Loans shall be without premium. All prepayments of LIBOR Rate Loans shall be made together

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with accrued and unpaid interest (if any) to the date of such prepayment on the principal amount prepaid without premium thereon, providedhowever, that losses, costs or expenses incurred by any Lender as described in Section 2.3(b) shall be payable with respect to each such prepayment. All notices of prepayment shall be irrevocable and the payment amount specified in each such notice shall be due and payable on the prepayment date described in such notice, together with, in the case of LIBOR Rate Loans, accrued and unpaid interest (if any) on the principal amount prepaid and any amounts due under Section 2.3(b). Borrower shall have no optional right to prepay the principal amount of any LIBOR Rate Loan other than as provided in this Section 2.3.

(b)Borrower will indemnify each Lender against, and reimburse each Lender on demand for, any loss, cost or expense incurred or sustained by such Lender (including without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Rate Loan and/or loss of net yield) as a result of (a) any payment, conversion, rollover, or prepayment of all or a portion of any LIBOR Rate Loan on a day other than the last day of an Interest Period for such LIBOR Rate Loan, (b) any payment, conversion, rollover or prepayment (whether required hereunder or otherwise) of such Lender’s Loan made after the delivery of a notice of borrowing delivered pursuant to Section 2.2 (whether oral or written) but before the proposed date for such LIBOR Rate Loan if such payment or prepayment prevents the proposed borrowing from becoming fully effective, (c) after receipt by the Agent of a notice of borrowing delivered pursuant to Section 2.2, the failure of any Loan to be made or effected by such Lender due to any condition precedent to a borrowing not being satisfied or due to any other action or inaction of Borrower or (d) any rescission of a notice of borrowing delivered pursuant to Section 2.2 or a notice of interest conversion delivered pursuant to Section 2.2. Any Lender demanding payment under this Section 2.3 shall deliver to Borrower and the Agent a statement reasonably setting forth the amount and manner of determining such loss, cost or expense, which statement shall be conclusive and binding for all purposes, absent manifest error. Compensation owing to a Lender as a result of any such loss, cost or expense resulting from a payment, prepayment, conversion or rollover of a LIBOR Rate Loan shall include without limitation, an amount equal to the sum of (i) the amount of the net yield that, but for such event, such Lender would have earned for the remainder of the applicable Interest Period plus (ii) any expense incurred by such Lender. Notwithstanding any provision herein to the contrary, each Lender shall be entitled to fund and maintain its funding of all of any part of the LIBOR Rate Loans in any manner it elects; it being understood, however, that all determinations hereunder shall be made as if the Lender had actually funded and maintained each LIBOR Rate Loan during the Interest Period for such Loan through the purchase of deposits having a term corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period (whether or not the Lender shall have granted any participations in such Loans).

(c)Borrower shall have the right, upon at least five Business Days’ written notice to the Lenders, to terminate the Line of Credit Loan Commitments, (i) in whole (subject to the last sentence of this Section 2.3(c)) or (ii) in part, in a minimum amount of $5,000,000 and an integral multiple of $1,000,000; provided, however, that any such termination shall be accompanied, (i) in the case of a termination in whole, by payment of the Line of Credit Loan Liabilities in full and the return or cash coverage of any Letter then outstanding, or (ii) in the case of a partial termination, payment of the Line of Credit Loan Liabilities to the extent necessary to cause the Available Amount to be

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not less than zero. Any partial reduction of the Line of Credit Loan Commitments pursuant to this Section 2.3(c) shall result in a reduction pro-rata of the Line of Credit Loan Commitments of each of the Lenders.

2.4Purpose. The purpose of the Line of Credit is to provide funds for (i) general working capital and corporate purposes, (ii) capital expenditures, (iii) Permitted Acquisitions, and (iv) the refinancing of certain Indebtedness, in each case for the Borrower and its consolidated subsidiaries.

2.5Loan and Letter of Credit Fees.

(g)Agent’s Fees. Borrower agrees to pay to the Agent, in respect of its administrative duties hereunder: a one time syndication and arrangement fee on the Closing Date; an annual agent’s fee on the Closing Date and on each anniversary date to the Maturity Date; and one time fronting fees from time to time in respect of the initial Issuance of Letters, all in amounts as set forth in the Agent’s Letter. Each of the Agent’s fees shall be fully earned on the date they become payable and if not paid timely by Borrower, at the option of the Agent, shall be paid by Advances pursuant to Section 2.1, without prior demand by the Agent. No Persons other than the Agent shall have any interest in any such Agent’s fees.

(h)Initial Fees. Borrower agrees to pay to the Agent for distribution to the Lenders, including the Agent the one time fees set forth in the Agent’s Letter. Each of these fees shall be fully earned and if not paid timely by Borrower, at the option of the Agent, shall be paid by Advances pursuant to Section 2.1, without prior demand by the Agent.

(i)Quarterly Non-Use Fees. Borrower agrees to pay to the Agent for distribution to the Lenders other than any Defaulting Lender (based on their respective pro rata average principal amounts outstanding under the Swing Line and the Line of Credit or their respective Pro Rata Percentages if, in any case, said average principal amounts outstanding are zero) quarterly non-use fees (“Non-Use Fees”) through the Maturity Date, calculated using the then applicable rates per annum set forth in the definition of Applicable Margin, and applied to the daily average Available Amount; provided, however, that outstanding Swing Line Loans shall not constitute usage of the Commitments (other than U.S. Bank’s or any successor Swing Line Lender’s Commitments) for purposes of determining Non-Use Fees. The quarterly Non-Use Fees shall be due and payable in arrears with respect to the prior quarter on the first day of each January, April, July and October hereafter through the Maturity Date. Pro-rated Non-Use Fees shall be due and payable on the first day of the quarter following the Closing Date and on the Maturity Date. Pro-rated Non-Use Fees shall be due and payable to the Lenders on the Closing Date based on the Commitments and outstanding amounts under the Existing Agreement. The quarterly Non-Use Fees shall be fully earned as they accrue and if not paid timely by Borrower, at the option of the Agent, shall be paid by Advances pursuant to Section 2.1, without prior demand by the Agent.

(j)Letter of Credit Fees. Borrower agrees to pay to the Agent, for distribution to the Lenders (based on their respective Pro Rata Percentages), quarterly fees (“Standby LC Fees”), payable in arrears with respect to the prior quarter on the first day of each January, April, July and October, in respect of each Letter that is a Standby Letter of Credit Issued hereunder, calculated using the then applicable rates per annum set forth in the definition of Applicable Margin, and

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applied to daily average face amounts of all such Letters outstanding during such quarter, respectively. Pro-rated Standby LC Fees shall be due and payable on the first day of the quarter following the Closing Date, on the Maturity Date and, with respect to a Letter that terminates, on the date such Letter terminates. Pro-rated Standby LC Fees shall be due and payable to the Lenders on the Closing Date based on the Letters outstanding under the Existing Agreement. Borrower shall also pay to the Agent for the account of the Issuer Issuing any Letter, the normal and customary processing fees charged by such Issuer in connection with the Issuance of or drawings under each such Letter. Standby LC Fees and related processing fees shall be fully earned as they accrueand if not paid timely by Borrower, at the option of the Agent, shall be paid by Advances pursuant to Section 2.1, without prior demand by the Agent.

(k)Calculation of Fees. The fees payable under this Section 2.5 which are based on an annual percentage rate shall be calculated by the Agent on the basis of a 360-day year, for the actual days (including the first day but excluding the last day) occurring in the period for which such fee is payable. Each determination by the Agent of fees payable under this Section 2.5 shall be conclusive and binding for all purposes, absent manifest error.

(l)Fees Not Interest. The fees described in this Agreement represent compensation for services rendered and to be rendered separate and apart from the lending of money or the provision of credit and do not constitute compensation for the use, detention, or forbearance of money, and the obligation of Borrower to pay each fee described herein shall be in addition to, and not in lieu of, the obligation of Borrower to pay interest, other fees described in this Agreement, and expenses otherwise described in this Agreement. Fees shall be payable when due in Dollars and in Immediately Available Funds. All fees shall be non-refundable.

2.6Borrower’s Loan Account. The Agent shall maintain a loan account(“Loan Account”) on its books in which shall be recorded: (a) all Line of Credit Advances made by the Agent to Borrower pursuant to this Agreement; (b) all receipts and disbursements from and to the other Lenders; (c) all payments made by Borrower; and (d) all other appropriate debits and credits as provided in this Agreement, including without limitation, all receipts of fees, charges, expenses and interest. All entries in Borrower’s Loan Account shall be made in accordance with the Agent’s customary accounting practices as in effect from time to time. Borrower promises to pay the amount reflected as owing by and under its Loan Account and all other obligations hereunder as such amounts become due or are declared due pursuant to the terms of this Agreement.

2.7Statements. All Advances to Borrower, and all other debits and credits provided for in this Agreement, shall be evidenced by entries made by the Agent in its internal data control systems showing the date, amount and reason for each such debit or credit. Until such time as the Agent shall have rendered to Borrower and the Lenders written statements of account, the balance in Borrower’s Loan Account, as set forth on the Agent’s most recent printout, shall be rebuttable presumptive evidence of the amounts due and owing the Lenders by Borrower and, as the case may be, by the Lenders to each other. On or about the last day of each calendar month, the Agent shall mail to Borrower a statement setting forth the balance of Borrower’s Loan Account, including without limitation, principal, interest, expenses and fees. Each such statement shall be subject to subsequent adjustment by the Agent but shall, absent manifest errors or omissions, be presumed

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correct and binding upon Borrower and shall constitute an account stated unless, within sixty (60) days after receipt of any statement from the Agent, Borrower or a Lender shall deliver to the Agent written objection specifying the error or errors, if any, contained in such statement.

2.8Termination of Agreement. Subject to and in accordance with Section 9.1, the Agent shall have the right, without notice to Borrower, to terminate the Commitments immediately upon a Matured Default. In addition, the Commitments shall be deemed immediately terminated and all of the Liabilities shall be immediately due and payable, without notice to Borrower, on the Maturity Date. In the event the Commitments are terminated, the remainder of this Agreement shall remain in full force and effect until the payment in full of the Liabilities and the termination of any Letters. Notwithstanding the foregoing, in the event that a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by or against Borrower or any Guarantor of the Liabilities, or Borrower or any Guarantor of the Liabilities makes an assignment for the benefit of creditors, the Commitments shall be deemed to be terminated immediately, and all the Liabilities shall be due and payable, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of acceleration) of any kind, all of which are expressly waived by Borrower, provided, however, that in the event a proceeding against Borrower or any Guarantor of the Liabilities is dismissed within sixty (60) days of the date of its filing then the Commitments shall be deemed to be reinstated as of the date the order of dismissal becomes final and the Agent is given notice thereof, and provided, however, the automatic reimbursement of the Issuer by the Lenders as provided for in this Agreement shall continue with respect to any post-petition drawings under any Letters. This Agreement shall terminate when the Commitments have terminated, any Letters Issued hereunder have terminated and the Liabilities have been indefeasibly paid in full.

3.INTENTIONALLY OMITTED.

4.CONDITIONS TO ADVANCES.

Notwithstanding any other provisions to the contrary contained in this Agreement, the making of Advances or the Issuance of Letters provided for in this Agreement shall be conditioned upon the following:

4.1Compliance. All representations and warranties contained in this Agreement shall be true on and as of the date of the making of each Advance and issuance of each Letter as if such representations and warranties had been made on and as of such date, and no Default or Matured Default shall have occurred and be continuing or shall exist.

4.2Documentation. Prior to the initial Advance under this Agreement, Borrower shall have executed and/or delivered to the Agent all of the documents listed on the List of Closing Documents attached as Exhibit 4A.

4.3Acquisition Amounts. No more than $400,000,000 in the aggregate of Loan or Letter proceeds shall have been used (giving effect to any requested Advance or Letter) to consummate Permitted Acquisitions, capital expenditures or purchases of fixed assets; provided, however, that unless designated as being subject hereto in a written notice from the Borrower to

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the Agent, no Acquisition of Accounts, Inventory or other current assets shall be subject to this $400,000,000 limitation.

5.GUARANTIES. Borrower agrees to obtain, for the ratable benefit of the Lenders, the guaranty or guaranties of any wholly owned consolidated subsidiary of Borrower, other than an Excluded Consolidated Subsidiary, that is a Material Subsidiary, the form of which is attached as Exhibit 5A (collectively “Guarantor”). As of the date of this Agreement, Borrower certifies that no consolidated subsidiary is or is required to become a Guarantor. The parties hereto agree that the guaranty documents delivered in connection with the Existing Credit Agreement are terminated and of no further force and effect as of the date hereof.

6.REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants to the Lenders that:

6.1Litigation and Proceedings. Except as set forth on Part 1 of Exhibit 6A and except for judgments and pending or, to the best of Borrower’s knowledge, threatened litigation, contested claims and governmental proceedings which are not, in the aggregate, material to Borrower’s financial condition, results of operations or business, no judgments are outstanding against Borrower and its consolidated subsidiaries, nor is there pending or threatened any litigation, contested claim, or governmental proceeding by, against or with respect to Borrower and its consolidated subsidiaries.

6.2Other Agreements. Except as set forth on part 2 of Exhibit 6A, Borrower and its consolidated subsidiaries are not in default under any contract, lease or commitment to which Borrower or its consolidated subsidiaries are a party or by which Borrower and its consolidated subsidiaries are bound, except those which are not, in the aggregate, material to Borrower’s and its consolidated subsidiaries financial condition, results of operations or business. Borrower knows of no dispute, except as set forth on part 2 of Exhibit 6A, relating to any contract, lease, or commitment of Borrower and its consolidated subsidiaries, except those which are not, in the aggregate, material to Borrower’s financial condition, results of operations or business.

6.3Licenses, Patents, Copyrights, Trademarks and Trade Names. There is no action, proceeding, claim or complaint pending or threatened to be brought against Borrower or its consolidated subsidiaries by any Person which might jeopardize any of Borrower’s or its consolidated subsidiaries interest in any licenses, patents, copyrights, trademarks, trade names or applications except those which are not, in the aggregate, material to Borrower’s financial condition, results of operations or business.

6.4Encumbrances. Except as permitted under Section 8.1, all of the property of Borrower and its consolidated subsidiaries is free and clear of all security interests, liens, claims and encumbrances. Part 3 of Exhibit 6A sets forth all Limited Recourse Debt and Recourse Debt secured by liens that is outstanding as of the Closing Date.

6.5Location of Assets; Chief Executive Office. The chief executive office of Borrower is located at 480 West Dussel Drive, Maumee, OH 43537. As of the execution of this Agreement, the books and records of Borrower are located at the chief executive office of Borrower. If Borrower

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shall intend to make any change in any of such locations, Borrower shall notify the Agent at least 30 days prior to such change.

6.6Tax Liabilities. Borrower and its consolidated subsidiaries have filed all federal, state and local tax reports and returns required by any law or regulation to be filed by Borrower and its consolidated subsidiaries and they have either duly paid all taxes, duties and charges indicated to be due on the basis of such returns and reports or has made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected. The reserves for taxes reflected on Borrower’s consolidated balance sheet are adequate in amount for the payment of all liabilities for all taxes (whether or not disputed) of Borrower and its consolidated subsidiaries accrued through the date of such balance sheet. There are no material unresolved questions or claims concerning any tax liability of Borrower and its consolidated subsidiaries, except as described on part 4 of Exhibit 6A.

6.7Indebtedness. Except as contemplated by this Agreement, as disclosed on part 5 of Exhibit 6A and as disclosed on the financial statements identified in Section 6.13, Borrower has no other indebtedness, contingent obligations or liabilities, outstanding bonds, letters of credit or acceptances to any other Person or loan commitments from any other Person, other than accounts payable incurred in the ordinary course of business.

6.8Affiliates. Borrower and its consolidated subsidiaries have no Affiliates, other than their directors, officers, agents and employees and those Persons disclosed on part 6 of Exhibit 6A as updated from time to time by Borrower, and the legal relationship of Borrower and its consolidated subsidiaries to each such Affiliate is accurately and completely described thereon.

6.9Environmental Matters. Except as disclosed on part 7 of Exhibit 6A, (a) Borrower and its consolidated subsidiaries have not received any notice to the effect, or have any knowledge, that the Property or its operations are not in compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations (“Environmental Laws”) or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which noncompliance or remedial action could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries; (b) there have been no releases of hazardous materials at, on or under the Property that, singly or in the aggregate could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries; (c) there are no underground storage tanks, active or abandoned, including without limitation petroleum storage tanks, on or under the Property that, singly or in the aggregate could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries; (d) Borrower and its consolidated subsidiaries have not directly transported or directly arranged for the transportation of any hazardous material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to material claims against Borrower and its consolidated subsidiaries for any remedial work, damage to natural resources or personal injury,

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including without limitation, claims under CERCLA; and (e) no conditions exist at, on or under the Property which, with the giving of notice, would rise to any material liability under any Environmental Laws.

6.10Existence. Borrower is a corporation duly organized and in good standing under the laws of the State of Ohio and Borrower and its consolidated subsidiaries are duly qualified to do business and are in good standing in all states where such qualification is necessary, except for those jurisdictions in which the failure so to qualify would not, in the aggregate, have a material adverse effect on Borrower’s financial condition, results of operations or business.

6.11Authority. The execution and delivery by Borrower of this Agreement and all of the other Financing Agreements and the performance of Borrower’s obligations hereunder and thereunder: (a) are within Borrower’s powers; (b) are duly authorized by Borrower’s board of directors; (c) are not in contravention of the terms of Borrower’s articles or certificate of incorporation or code of regulations; (d) are not in contravention of any law or laws, or of the terms of any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or any of Borrower’s property is bound; (e) do not require any consent, registration or approval of any Governmental Authority or of any other Person, except such consents or approvals as have been obtained; (f) do not contravene any contractual restriction or Governmental Requirement binding upon Borrower; and (g) will not, except as contemplated or permitted by this Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any property of Borrower under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which Borrower is a party or by which Borrower or any of Borrower’s property may be bound or affected. Borrower shall deliver to the Agent, upon the Agent’s request therefor, a written opinion of counsel as to the matters described in the foregoing clauses (a) through (g).

6.12Binding Effect. This Agreement and all of the other Financing Agreements set forth the legal, valid and binding obligations of Borrower and the Guarantors of the Liabilities, respectively, and are enforceable against Borrower and the Guarantors of the Liabilities, respectively, in accordance with their respective terms.

6.13Correctness of Financial Statements. The consolidated financial statements delivered from time to time by Borrower to the Lenders present fairly the financial condition of Borrower and its consolidated subsidiaries, and have been prepared in accordance with GAAP consistently applied. Since the date of the most recent financial statements delivered to the Lenders, there has been no materially adverse change in the condition or operation of Borrower and its consolidated subsidiaries.

6.14Employee Controversies. Except as set forth on Part 1 of Exhibit 6A, there are no controversies pending or, to the best of Borrower’s knowledge, threatened between Borrower and its consolidated subsidiaries or any of their employees, other than employee grievances arising in the ordinary course of business or which are not, in the aggregate, material to Borrower’s financial condition, results of operations or business.

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6.15Compliance with Laws and Regulations. Borrower and its consolidated subsidiaries are in compliance with all Governmental Requirements relating to the business operations and the assets of Borrower and its consolidated subsidiaries, except for Governmental Requirements, the violation of which would not have a material adverse effect on Borrower’s financial condition, results of operations or business.

6.16Account Warranties. Except as disclosed to the Agent from time to time in writing, all Accounts which are reflected on Borrower’s financial statements delivered to the Agent pursuant to Section 7.1 are genuine, in all respects what they purport to be, have not been reduced to any judgment, are evidenced by not more than one executed original agreement, contract or document, and represent undisputed, bona fide transactions completed in accordance with the terms and conditions of any related document; the Accounts have not been pledged,sold or assigned to any Person; and except as disclosed to the Agent from time to time in writing, Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts that in the aggregate are material in amount.

6.17Inventory Warranties. Except as disclosed to the Agent from time to time in writing, all Inventory reflected on Borrower’s financial statements delivered to the Agent pursuant to Section 7.1 shall be of good and merchantable quality, free from any defects which might affect the market value of such Inventory.

6.18Solvency. Borrower and its consolidated subsidiaries are solvent, able to pay their debts generally as such debts mature, and have capital sufficient to carry on their business and all businesses in which they are about to engage. The saleable value of the total consolidated assets of Borrower and its consolidated subsidiaries at a fair valuation, and at a present fair saleable value, is greater than the amount of total consolidated obligations of Borrower and its consolidated subsidiaries to all Persons (taking into account, as applicable, rights of contribution, subrogation and indemnity with regard to obligations shared with others). Borrower and its consolidated subsidiaries will not be rendered insolvent by the execution or delivery of this Agreement or of any of the other Financing Agreements or by the transactions contemplated hereunder or thereunder.

6.19Pension Reform Act. No events, including without limitation, any “reportable event” or “prohibited transactions,” as those terms are defined in the Employee Retirement Income Security Act of 1974 as the same may be amended from time to time (“ERISA”), have occurred in connection with any type of plan, arrangement, association or fund covered by ERISA in which any personnel of Borrower or an Affiliate which is under common control with Borrower (within the meaning of applicable provisions of the IRC) participate (“Benefit Plans”). The Benefit Plans are otherwise in compliance with all applicable provisions of ERISA and the IRC and meet the minimum funding standards of ERISA and the IRC.

6.20Margin Security. Borrower does not own any margin security and none of the loans advanced hereunder shall be used for the purpose of purchasing or carrying any margin securities or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase any margin securities or for any other purpose not permitted by Regulations T, U or X of the Board of Governors of the Federal Reserve System.

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6.21Investment Company Act Not Applicable. Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

6.22Full Disclosure. All factual information taken as a whole in the materials furnished by or on behalf of Borrower to the Agent or any Lender for purposes of or in connection with the transactions contemplated under this Agreement and the other Financing Agreements, does not contain any untrue statement of a material fact or omit to state any material fact necessary to keep the statements contained therein from being misleading as of the date of this Agreement, and thereafter as supplemented by information provided to the Agent or the Lenders in writing pursuant to this Agreement. The financial projections and other financial information furnished to the Agent and the Lenders by Borrower and to be delivered under this Agreement, were prepared in good faith on the basis of information and assumptions that Borrower believed to be reasonable as of the date of such information.

6.23Intellectual Property. Borrower and its consolidated subsidiaries own or possess (or will be licensed or otherwise have the full right to use) all intellectual property that is necessary for the operation of their business, without any known conflict with the rights of others. No product of Borrower and its consolidated subsidiaries infringes upon any intellectual property owned by any other Person and no claim or litigation is pending or (to the knowledge of Borrower) threatened against or affecting such Person, contesting its right to sell or to use any product or material, in any case which could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries.

6.24Survival of Warranties. All representations and warranties contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and shall be true from the date of this Agreement until the Liabilities shall be paid in full and the Lenders shall cease to be committed to make Loans or Issue Letters under this Agreement.

6.25No Material Adverse Effect; No Default or Matured Default. Since December 31, 2012, there has not occurred a material adverse effect on the business, operations, Property, assets or condition (financial other otherwise) of the Borrower and its consolidated subsidiaries. No Default or Matured Default has occurred and is continuing.

6.26OFAC; Anti-Terrorism Laws.

(a)Neither the Borrower nor any subsidiary (whether a consolidated subsidiary or an Excluded Consolidated Subsidiary) (i) is a Sanctioned Person, (ii) has assets in Sanctioned Countries, or (iii) derives any operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loan or extension of credit hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(b)Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets

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control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and all of its subsidiaries are in compliance in all material respects with the PATRIOT Act.

7.AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that so long as any Liabilities remain outstanding, and (even if there shall be no Liabilities outstanding) so long as the Lenders remain committed to make Loans or Issue Letters under this Agreement:

7.1Financial and Other Information. Except as otherwise expressly provided for in this Agreement, Borrower shall keep proper books of record and account in which full and true entries will be made of all dealings and transactions of or in relation to the business and affairs of Borrower and its consolidated subsidiaries, in accordance with GAAP consistently applied, and Borrower shall cause to be furnished to the Agent (with copies to the other Lenders) from time to time and in a form acceptable to the Agent:

(a)(a) as soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Borrower, (i) copies of all SEC 10(K) filings of Borrower, together with the below-defined Compliance Certificate for such fiscal year, and (ii) if at the end of such fiscal year, any of the entities listed in Exhibit 1A that have become Excluded Consolidated Subsidiaries, is a Material Subsidiary, or are in the aggregate Material Subsidiaries, (A) audited consolidated statements of income, retained earnings and cash flow of Borrower and its consolidated subsidiaries for each year, and a consolidated balance sheet of Borrower and its consolidated subsidiaries for such year, setting forth in each case, in comparative form, corresponding figures as of the end of the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Agent and certified to Borrower by such independent public accountants as are selected by Borrower and satisfactory to the Agent, whose opinion shall be unqualified and otherwise in scope and substance satisfactory to the Agent; and (B) supplemental information provided by the same independent public accountants as in the foregoing including consolidating statements of income, retained earnings, and cash flow and a consolidating balance sheet showing the accounting of the Borrower and its consolidated subsidiaries and the Excluded Consolidated Subsidiaries separately and including a schedule of eliminations all in reasonable detail and satisfactory in scope to the Agent;

(b)as soon as practicable and in any event within forty five (45) days after the end of each quarterly accounting period in each fiscal year of Borrower: (i) (A) copies of all SEC 10(Q) filings of Borrower, and (B) a compliance certificate of the chief financial officer of Borrower in substantially the form attached as Exhibit 7A-2 (“Compliance Certificate”), accompanied by supporting information satisfactory in scope and detail to the Agent; and (ii) if, at or prior to the end of the fiscal quarter preceding the end of such fiscal quarter, any of the entities listed in Exhibit 1A that have become Excluded Consolidated Subsidiaries, was and continues to be individually a Material Subsidiary, or, were and continue to be in the aggregate, Material Subsidiaries, (A) consolidated statements of income and retained earnings of Borrower and its consolidated subsidiaries for such quarterly period and for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of Borrower and its

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consolidated subsidiaries as of the end of such quarterly period, setting forth in each case, in comparative form, figures for the corresponding periods in the preceding fiscal year, all in reasonable detail and certified as accurate by the chief financial officer of Borrower, subject to changes resulting from normal year-end adjustments; and (B) supplemental information including consolidating statements of income and retained earnings, and a consolidating balance sheet showing the accounting of the Borrower and its consolidated subsidiaries and the Excluded Consolidated Subsidiaries separately and including a schedule of eliminations all in reasonable detail and certified as accurate by the chief financial officer of Borrower, subject to changes resulting from normal year-end adjustments and satisfactory in scope to the Agent;

(c)together with all financial reporting provided pursuant to Section 7.1(a) and (b), the Borrower shall certify to the Agent and the Lenders the outstanding amount of the Liabilities which were used to consummate Permitted Acquisitions, capital expenditures and purchases of fixed assets (with the aggregate principal amount thereof at no time exceeding $400,000,000); provided, that such certification also shall indicate if any Acquisition of Accounts, Inventory or other current assets has been designated by the Borrower as being subject to the foregoing $400,000,000 limitation; and

(d)such other information (including, without limitation, budgets and forecasts) as the Agent may from time to time reasonably request.

7.2Conduct of Business. Borrower and its consolidated subsidiaries shall: (a) maintain their existence and maintain in full force and effect all licenses, bonds, franchises, leases, patents, contracts and other rights necessary to the conduct of their business; (b) continue in, and limit their operations to, the same general line of business as that presently conducted by them; (c) comply with all Governmental Requirements, except for such Governmental Requirements the violation of which would not, in the aggregate, have a material adverse effect on Borrower’s financial condition, results of operations or business; (d) keep and conduct their business separate and apart from the business of Affiliates; and (e) otherwise do all things necessary to make the Representations and Warranties set forth in Section 6 of this Agreement true and correct at all times.

7.3Insurance. Borrower and its consolidated subsidiaries shall maintain, at their expense, such liability and property insurance (including as applicable commercial general liability insurance, products liability insurance and workman’s compensation insurance) with financially sound and reputable insurance companies as is ordinarily maintained by other companies of similar size in similar businesses.

7.4Financial Covenants and Ratios. Borrower shall maintain at all times Working Capital in an amount equal to or in excess of $150,000,000. Borrower shall maintain at all times a Recourse Long Term Debt to Capitalization Ratio less than or equal to 0.70 to 1.00. Notwithstanding the foregoing or anything to the contrary set forth herein, assets and liabilities (under GAAP) of Excluded Consolidated Subsidiaries shall not be included in any determination under this Section 7.4; provided, that liabilities of Excluded Consolidated Subsidiaries or any other Person in which the Borrower or any consolidated subsidiary owns an equity interest and, in compliance with GAAP, accounts for such equity interest using the equity method, shall be included

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if the Borrower or any consolidated subsidiary has guaranteed such liabilities, provided credit support for such liabilities or is otherwise obligated to repay such liabilities.

7.5Benefit Plans. Borrower and its consolidated subsidiaries shall: (a) keep in full force and effect any and all Benefit Plans which are presently in existence or may, from time to time, come into existence under ERISA, unless such Benefit Plans can be terminated without material liability to Borrower and its consolidated subsidiaries in connection with such termination (as distinguished from any continuing funding obligation); (b) make contributions to all Benefit Plans in a timely manner and in an amount sufficient to comply with the requirements of ERISA; (c) comply with all requirements of ERISA which relate to such Benefit Plans; and (d) notify the Agent immediately upon receipt by Borrower and its consolidated subsidiaries of any notice of the institution of any proceeding or other action relating to any Benefit Plans that would reasonably be expected to have a material adverse effect on Borrower or its financial condition.

7.6Notice of Suit, Adverse Change in Business or Default. Borrower shall, as soon as possible, and in any event within five (5) Business Days after Borrower learns of the following, give written notice to the Agent of: (a) any proceeding being instituted or threatened to be instituted by or against Borrower or its consolidated subsidiaries in any federal, state, local or foreign court or before any commission or other regulatory body (federal, state, local or foreign) for which claimed damages exceed $20,000,000; (b) any material adverse change in the business, assets or condition, financial or otherwise, of Borrower and its consolidated subsidiaries; and (c) the occurrence of any Default or Matured Default.

7.7Use of Proceeds. Borrower and its consolidated subsidiaries shall use Advances only for the purposes stated in Section 2.4 and for no other purpose.

7.8Books and Records. Borrower and its consolidated subsidiaries shall maintain proper books of record and account in accordance with GAAP consistently applied in which true, full and correct entries will be made of all their respective dealings and business affairs. If any changes in accounting principles are hereafter required or permitted by GAAP and are adopted by Borrower and its consolidated subsidiaries with the concurrence of its independent certified public accountants and such changes in GAAP result in a change in the method of calculation or the interpretation of any of the financial covenants, standards or terms found in Section 7.4 or any other provision of this Agreement, Borrower and the Required Lenders agree to amend any such affected terms and provisions so as to reflect such changes in GAAP with the result that the criteria for evaluating Borrower’s financial condition shall be the same after such changes in GAAP as if such changes in GAAP had not been made.

7.9OFAC; PATRIOT Act Compliance. The Borrower shall, and shall cause each subsidiary (whether a consolidated subsidiary or an Excluded Consolidated Subsidiary) to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act.

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8.NEGATIVE COVENANTS.

Borrower covenants and agrees that so long as any Liabilities remain outstanding, and (even if there shall be no Liabilities outstanding) so long as the Lenders remain committed to make Loans or Issue Letters under this Agreement (unless the Agent, with the written approval of the Required Lenders, shall give the Agent’s prior written consent):

8.1Encumbrances. Borrower and its consolidated subsidiaries shall not create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of their assets other than:

(a) liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which Borrower shall, if appropriate under GAAP, have set aside on Borrower’s books and records adequate reserves;

(b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due;

(c) liens securing the interests of the broker or other counter party with respect to any Margin / Swap Account;

(d) liens upon Transportation Assets securing Limited Recourse Debt; and

(e) liens securing Recourse Debt permitted under Section 8.3.

8.2Consolidations, Mergers or Acquisitions. Borrower and its consolidated subsidiaries shall not enter into or execute any agreement to recapitalize or consolidate with, merge with, or otherwise enter into an Acquisition except: (a) Borrower may acquire the assets of its consolidated subsidiaries or merge with its consolidated subsidiaries, provided that Borrower is the survivor of any such merger; (b) Borrower may acquire Accounts and/or Inventory in the ordinary course of business, and (c) Permitted Acquisitions.

8.3Secured Indebtedness. So long as (x) no Default or Matured Default is then outstanding or would result therefrom, and (y) the Borrower will be in pro forma compliance with Section 7.4 immediately before and after the incurrence thereof, the Borrower and its consolidated subsidiaries may directly or indirectly create, issue, incur or assume Recourse Debt secured by Liens on all or any portion of their assets only so long as the aggregate principal amount of all such Indebtedness at no time exceeds 25% of Capitalization.

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8.4Guarantees and Other Contingent Obligations. Borrower and its consolidated subsidiaries shall not guarantee, endorse or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of such Person or through the purchase of Goods, supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the purpose of paying or discharging any indebtedness or obligation of such Person or otherwise, except: (a) for endorsements of negotiable Instruments for collection in the ordinary course of business; (b) that they may indemnify their officers, directors and managers to the extent permitted under the laws of the State in which they are organized and may indemnify (in the customary manner) underwriters and any selling shareholders in connection with any public offering of Borrower’s securities; (c) so long as (i) no Default or Matured Default is then outstanding or would result therefrom, (ii) the Borrower and its consolidated subsidiaries are in pro forma compliance with Section 7.4 after giving effect to the applicable guarantee, and (iii) such guarantee is at all times unsecured, the Borrower may guaranty the Indebtedness of its consolidated subsidiaries and a consolidated subsidiary may guaranty the Indebtedness of the Borrower or any other consolidated subsidiary, or (d) as permitted under Section 8.3.

8.5Disposition of Property. Borrower and its consolidated subsidiaries shall not sell, lease, transfer or otherwise dispose of any of their properties, assets or rights in excess of the aggregate amount of $25,000,000 in book value in any fiscal year of Borrower, except: (a) Inventory may be sold by Borrower and its consolidated subsidiaries in the ordinary course of Borrower’s business; (b) Borrower and its consolidated subsidiaries may sell, transfer or dispose of their equity investments in Excluded Consolidated Subsidiaries, with any such sale, transfer or disposal to a non-Affiliate being consummated for fair market value on an arm’s-length basis; or (c) Borrower and its consolidated subsidiaries may dispose of obsolete or worn out property in the ordinary course of business (which in any event shall be deemed to include the sale or other disposition of unneeded railcars in the ordinary course of the business of Borrower and its consolidated subsidiaries).

8.6Distributions in Respect of Equity. Borrower and its consolidated subsidiaries shall not directly or indirectly redeem any of Borrower’s shares of capital stock or declare any dividends in any year on any class of Borrower’s capital stock or make any other Restricted Payment, except that (a) Borrower may, provided that no Default or Matured Default has occurred and is continuing or would result thereby, declare and pay dividends that are not in excess of the aggregate of fifty percent (50%) of a rolling average of positive pretax income with respect to the current and prior fiscal year of Borrower, and (b) a consolidated subsidiary of Borrower may make a Restricted Payment to Borrower and its consolidated subsidiaries. “Restricted Payment” shall mean, with respect to Borrower and its consolidated subsidiaries, (a) any direct or indirect dividend or distribution (whether in cash, securities or other property), or any direct or indirect payment of any kind or character (whether in cash, securities or other property) in consideration for or otherwise in connection with any retirement, purchase, redemption or other acquisition of any equity interest of Borrower and its consolidated subsidiaries, or any options, warrants or rights to purchase or acquire any such equity interest of Borrower and its consolidated subsidiaries, or (b) principal or interest payments (in cash, property or otherwise) on, or redemptions of, subordinated debt of Borrower and its consolidated subsidiaries; provided that the term “Restricted Payment” shall not

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include any dividend or distribution payable solely in equity interests of Borrower and its consolidated subsidiaries or warrants, options or other rights to purchase such equity interests.

8.7Loans to and Transactions with Affiliates. Except for (a) advances for travel and expenses to their officers, directors, managers, general partners or employees in the ordinary course of their business, and (b) as permitted by Section 8.8, Borrower and its consolidated subsidiaries shall not make advances or loans in or to any Affiliates. All transactions with Affiliates shall be bona fide arms length transactions that are no less favorable to Borrower and its consolidated subsidiaries than would be a similar transaction with a non-affiliated third person.

8.8Deposits, Investments, Advances or Loans. Borrower and its consolidated subsidiaries shall not make or permit to exist deposits, investments, advances or loans (other than deposits, investments, advances or loans existing on the date of the execution of this Agreement and disclosed to the Agent in writing on or prior to such date) in or to Affiliates or any other Person, except: (a) investments in short term direct obligations of the United States Government (b) investment grade corporate and state and local government securities (Rated BBB- or better by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business or rated BAA3 or better by Moody’s Investors Service, Inc.); (c) certificates of deposit or demand deposit accounts issued by or maintained with a bank satisfactory to the Agent in the Agent’s reasonable determination; (d) unsecured advances or loans to officers, directors, employees, as and when permitted by Section 8.7; (e) unsecured advances or loans in or to any Affiliates that have executed and delivered a guaranty in the form of Exhibit 5A; (f) secured loans made by the Borrower to other Persons in the ordinary course of business not to exceed $100,000,000 in the aggregate in any fiscal year of Borrower; and (g) other unsecured loans to and/or investments in other Persons by the Borrower not to exceed $100,000,000 in the aggregate in any fiscal year of Borrower.

9.DEFAULT AND RIGHTS AND REMEDIES; THE AGENT.

9.1Liabilities. Except as provided in Section 2.8 (regarding automatic termination of the Commitments and acceleration of the Liabilities in certain events) upon a Matured Default, the Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to Borrower and the Lenders, (i) declare the Commitments to be terminated, whereupon such obligations and the Commitments of each Lender shall terminate, and (ii) declare all of the Liabilities to be due and payable, whereupon the Liabilities shall become and be due and payable, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of acceleration) of any kind, all of which are expressly waived by Borrower. Anything herein to the contrary notwithstanding, it is understood that no Lender shall have the right to individually enforce any Financing Agreement which is entered into with or for the Agent, such enforcement residing with the Agent as contemplated by the following Section 9.2 of this Agreement and by the applicable provisions of the other Financing Agreements.

9.2Rights and Remedies; Waiver of Rights under Farm Credit Act. Upon the occurrence and during the continuance of any Matured Default, the Agent may with the consent of the Required Lenders (subject to the provisions of the other Financing Agreements), and shall at the direction of the Required Lenders, proceed to protect and enforce the rights of the Lenders as set forth in this Section 9.2. The Agent may proceed by suit in equity, by action at law or both,

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whether for the specific performance of any covenant or agreement contained in this Agreement or in any other Financing Agreement or in aid of the exercise of any power granted in this Agreement or any other Financing Agreement, (i) to enforce the payment of the Liabilities, or (ii) to foreclose upon any liens, claims, security interests and/or encumbrances granted pursuant to this Agreement and other Financing Agreements in the manner set forth therein; it being intended that no remedy conferred herein or in any of the other Financing Agreements is to be exclusive of any other remedy, and each and every remedy contained herein or in any other Financing Agreement shall be cumulative and shall be in addition to every other remedy given hereunder and under the other Financing Agreements, or at any time existing at law or in equity or by statute or otherwise. Agent shall have, in addition to any other rights and remedies contained in this Agreement or in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws. The Borrower, having been represented by legal counsel in connection with this Agreement and, in particular, in connection with the waiver contained in this Section 9.2, does hereby voluntarily and knowingly waive, relinquish and agree not to assert at any time, any and all rights that the Borrower may have or be afforded under the sections of the Agricultural Credit Act of 1987 designated as 12 U.S.C. Sections 2199 through 2202e and the implementing Farm Credit Administration regulations as set forth in 12 C.F.R. Section 617.000 through 617.7630, including those provisions which afford the Borrower certain rights, and/or impose on any lender to the Borrower certain duties, with respect to the collection of any amounts, or which require the Agent or any Lender to disclose to the Borrower the nature of any such rights or duties.  This waiver is given by the Borrower pursuant to the provisions of 12 C.F.R. Section 617.7010(c) to include the Agent and the Lenders to fund and extend to the Borrower the credit facilities described herein and to induce those Lenders which are Farm Credit System Institutions to agree to provide such credit facilities commensurate with their Commitments as they may exist from time to time.

9.3Waiver of Demand. Borrower expressly waives demand, presentment, protest, and notice of nonpayment, notice of intent to accelerate and notice of acceleration. Borrower also waives the benefit of all valuation, appraisal and exemption laws.

9.4Waiver of Notice. Upon the occurrence and during the continuance of any Matured Default, Borrower waives, to the fullest extent permitted by applicable law, all rights to notice and hearing of any kind prior to the exercise by the Agent of the Agent’s rights.

9.5Authorization and Action. Each Lender appoints the Agent as its Agent under, and irrevocably authorizes the Agent (subject to Section 9.11) to take such action on its behalf and to exercise such powers under any Financing Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Without limitation of the foregoing, each Lender expressly authorizes the Agent to execute, deliver, and perform its obligations under each of the Financing Agreements to which the Agent is a party, and to exercise all rights, powers, and remedies that the Agent may have thereunder. As to any matters not expressly provided for by this Agreement, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting), upon the instructions of the Required Lenders, and such instructions shall be binding upon all the Lenders and all holders of any Note; providedhowever, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is

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contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by Borrower pursuant to the terms of any Financing Agreement.

9.6Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with any Financing Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the original or any successor Lender or holder of any Note as the Lender or the holder thereof until it receives notice from the Lender or the payee of such Note concerning the assignment of such Lenders interests or of such Note; (b) may employ and consult with legal counsel (including counsel for Borrower), independent public accountants, and other experts selected by it and shall not be liable to any Lender for any action taken, or omitted to be taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants or other experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any opinions, certifications, statements, warranties or representations made in or in connection with any Financing Agreement; (d) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of any Financing Agreement or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Loan have been met or that Borrower is entitled to any Loan or to inspect the property (including the books and records) of Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Financing Agreement or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telex, or otherwise) believed by it to be genuine and signed or sent by the proper partyor parties.

9.7Notices of Defaults. The Agent shall not be deemed to have knowledge of the occurrence of a Default or a Matured Default unless the Agent has received written notice from a Lender or Borrower specifying such Default or Matured Default and stating that such notice is a “Notice of Default”. In the event that the Agent obtains such knowledge of the occurrence of a Default or a Matured Default, the Agent shall within three (3) Business Days thereafter, give notice thereof to the Lenders. The Agent shall (subject to Sections 9.1 and 9.2) take such action with respect to such Default or Matured Default as may be directed by the Required Lenders; provided that, unless and until the Agent shall have received the directions referred to in Sections 9.1 and 9.2, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Matured Default as it shall deem advisable and in the best interest of the Lenders.

9.8The Agent as a Lender, Affiliates. With respect to its Commitment, any Loan made by it, and the Note issued to it, the Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include the Agent in its individual capacity. The Agent and its affiliates may accept deposits from, lend money to, act as trustee under

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indentures of, and generally engage in any kind of business with, Borrower, any of its respective Affiliates and any Person who may do business with or own securities of Borrower or any such Affiliate, all as if the Agent were not the Agent and without any duty to account therefor to the Lenders.

9.9Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and its decision to enter into the transactions contemplated by the Financing Agreements and that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under any Financing Agreement. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any other Person of any Financing Agreement or to inspect the properties or books of Borrower. Except for notices, reports, and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of Borrower (or any Affiliates) which may come into the possession of the Agent or any of its affiliates. Notwithstanding the foregoing, the Agent will, upon the request of any Lender, provide to such Lender, at such Lender’s expense, copies of any and all written information provided to the Agent by Borrower.

9.10Indemnification. Notwithstanding anything to the contrary herein contained, the Agent shall be fully justified in failing or refusing to take any action unless it shall first be indemnified to its satisfaction by the Lenders against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of its taking or continuing to take any action. Each Lender agrees to indemnify the Agent (to the extent not reimbursed by Borrower), on a pro-rata basis according to such Lender’s Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of any Financing Agreement or any action taken or omitted by the Agent under any Financing Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from the gross negligence or willful misconduct of the Agent; and providedfurther, that it is the intention of each Lender to indemnify the Agent against the consequences of the Agent’s own ordinary or simple negligence, whether such negligence be sole, joint, concurrent, active or passive. Without limiting the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its pro-rata share, according to such Lender’s Commitments of any out-of-pocket expenses (including attorneys’ fees) incurred by the Agent in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, any Financing Agreement, to the extent that the Agent is not reimbursed for such expenses by Borrower.

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9.11Successor Agent. The Agent may resign at any time as Agent under the Financing Agreements by giving written notice thereof to the Lenders and Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent with, provided that no Default or Matured Default has occurred and is continuing hereunder, the prior written consent of Borrower, such consent not to be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders or shall have accepted such appointment within sixty (60) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent with, provided that no Default or Matured Default has occurred and is continuing hereunder, the prior written consent of Borrower, such consent not to be unreasonably withheld, which shall be a commercial bank or other financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After the retiring Agent’s resignation or removal as Agent, the provisions of Section 9.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

9.12Verification of Borrowing Notices. The natural Person signing this Agreement on behalf of Borrower (or any one of them, if more than one), or any natural Person designated by them (or any one of them) shall be presumed to have the authority to request Advances or request the Issuance of Letters under this Agreement. The Agent shall have no duty to verify the authenticity of the signature appearing on any notice of borrowing or request for the Issuance of a Letter, and with respect to any oral request for an Advance or request for the Issuance of a Letter, the Agent shall have no duty to verify the identity of any Person representing himself as one of the natural Persons authorized to make such request on behalf of Borrower. Neither the Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above which the Agent or such Lender believes in good faith to have been given by a duly authorized Person authorized to borrow on behalf of Borrower or for otherwise acting in good faith.

10.MISCELLANEOUS.

10.1Timing of Payments. For purposes of determining the outstanding balance of the Liabilities, including without limitation, the computations of interest which may from time to time be owing to the Agent or the Lenders, the receipt by the Agent of any check or any other item of payment, shall not be treated as a payment on account of the Liabilities until such check or other item of payment is actually received by the Agent and is paid to the Agent in cash or a cash equivalent. Notwithstanding the terms of this Agreement or any other Financing Agreement, if the due date of any payment falls on a day that is not a Business Day, such payment may be made and shall not be considered late if made on the next succeeding Business Day.

10.2Attorneys’ Fees and Costs. If at any time the Agent employs counsel in connection with any matters contemplated by or arising out of this Agreement, whether: (a) to commence, defend, or intervene in any litigation or to file a petition, complaint, answer, motion or other pleading;

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(b) to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise); (c) to consult with officers of the Agent to advise the Agent or to draft documents for the Agent in connection with any of the foregoing or in connection with any release of the Agent’s claims or any proposed extension, amendment or refinancing of the Liabilities; or (d) to enforce any rights of the Agent to collect any of the Liabilities; then in any of such events, all of the reasonable attorneys’ fees arising from such services, and any related expenses, costs and charges, including without limitation, all fees of all paralegals, legal assistants and other staff employed by such attorneys whether outside the Agent or in the Agent’s legal department, together, if not paid promptly by Borrower, with interest at the highest interest rate then payable by Borrower under this Agreement or any other Financing Agreement, shall constitute additional Liabilities, payable on demand. In addition, if a Matured Default has occurred and is continuing, and thereafter any Lender employs counsel in connection with, arising out of, or any way related to, protecting, exercising or enforcing this Agreement or the other Financing Agreements or (x) to commence, defend or intervene in any litigation or to file a petition, complaint, answer, motion or other pleading; (y) to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise); or (z) to enforce any rights of such Lender to collect any of the Liabilities (including, without limitation, all workout and restructuring fees and expenses); then in any of such events, all of the reasonable attorneys’ fees arising from such services, and any expenses, costs and charges relating thereto, including without limitation, all fees of all paralegals, legal assistants and other staff employed by such attorneys whether outside the Lender or in the Lender’s legal department, together, if not paid promptly by Borrower, with interest at the highest interest rate then payable by Borrower under this Agreement or any other Financing Agreement, shall constitute additional Liabilities, payable on demand. This Section 10.2 shall survive the termination of this Agreement.

10.3Expenditures by the Agent. In the event that Borrower shall fail to pay costs or expenses which Borrower is, under any of the terms hereof or of any of the other Financing Agreements, required to pay, the Agent may, in the Agent’s sole discretion and without obligation to do so, make expenditures for any or all of such purposes, and the amount so expended, together, if not paid promptly by Borrower, with interest at the highest interest rate then payable by Borrower under this Agreement or any other Financing Agreement, shall constitute additional Liabilities, payable on demand.

10.4The Agent’s Costs and Expenses as Additional Liabilities. Borrower shall reimburse the Agent for all expenses and fees paid or incurred in connection with the documentation, negotiation and closing of the Loans and other financial accommodations described in this Agreement (including without limitation, filing fees, recording fees, document or recording taxes, search fees, appraisal fees and expenses, and the fees and expenses of the Agent’s attorneys, paralegals, and legal assistants, whether outside the Agent or in the Agent’s legal department, and whether such expenses and fees are incurred prior to or after the Closing Date). Borrower further agrees to reimburse the Agent for all expenses and fees paid or incurred in connection with the documentation of any renewal or extension of the Loans, any additional financial accommodations, or any other amendments to this Agreement. All costs and expenses incurred by the Agent with respect to such negotiation and documentation, together, if not paid promptly by Borrower, with interest at the highest interest rate then payable by Borrower under this Agreement or any other Financing Agreement, shall constitute additional Liabilities, payable on demand.

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10.5Claims and Taxes. Borrower agrees to indemnify and hold the Agent and the Lenders and any of the officers, directors employees, agents or affiliates of any of them, harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any assets of Borrower and its consolidated subsidiaries, or arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify and hold the Agent and the Lenders harmless shall survive the termination of this Agreement. Borrower and its consolidated subsidiaries shall pay or cause to be paid all taxes and other governmental charges assessed against Borrower and its consolidated subsidiaries, or payable by Borrower and its consolidated subsidiaries, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to their property, provided, however, that they shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of Borrower or the ability of Borrower to pay any of the Liabilities.

10.6Custody and Preservation of Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any collateral in the Agent’s possession if the Agent takes such action for that purpose as Borrower shall request in writing, but failure by the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure by the Agent or any Lender to preserve or protect any right with respect to such collateral against prior parties, or to do any act with respect to the preservation of such collateral not so requested by Borrower, shall of itself be deemed a failure to exercise reasonable care in the custody or preservation of such collateral.

10.7Inspection. The Agent (by and through its officers and employees), or any Person designated by the Agent in writing (including officers and employees of the other Lenders), shall have the right from time to time, to call at Borrower’s place or places of business during reasonable business hours, and, without hindrance or delay, to: (a) inspect, audit, check and make copies of and extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to the business of Borrower and its consolidated subsidiaries or to any transactions between the parties to this Agreement; (b) make such verification as the Agent may consider reasonable under the circumstances; and (c) review operating procedures, review maintenance of property and discuss the affairs, finances and business of Borrower and its consolidated subsidiaries with Borrower’s officers, employees or directors.

10.8Examination of Banking Records. Borrower consents to the examination by the Agent (by and through its officers and employees), or any Person designated by the Agent in writing (including officers and employees of the other Lenders), whether or not there shall have occurred a Default or a Matured Default, of any and all of banking records of Borrower and its consolidated subsidiaries, wherever they may be found, and directs any Person which may be in control or possession of such records (including without limitation, any bank, other financial institution, accountant or lawyer) to provide such records to the Agent and the Agent’s officers, employees and

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agents, upon their request. Such examination may be conducted by the Agent with or without notice to Borrower at the option of the Agent, any such notice being waived by Borrower.

10.9Governmental Reports. Borrower will furnish to the Agent, upon the reasonable request of the Agent, copies of the reports of examinations or inspections of Borrower and its consolidated subsidiaries by all Governmental Authorities, and if Borrower fails to furnish such copies to the Agent, Borrower authorizes all such Government Authorities to furnish to the Agent copies of their reports of examinations or inspections of Borrower and its consolidated subsidiaries.

10.10Reliance by the Agent, the Issuer and the Lenders. All covenants, agreements, representations and warranties made herein by Borrower shall, notwithstanding any investigation by the Agent or any of the Lenders, be deemed to be material to and to have been relied upon by the Agent, the Issuer and the Lenders.

10.11Parties. Whenever in this Agreement there is reference made to any of the parties, such reference shall be deemed to include, wherever applicable, a reference to the respective successors and assigns of Borrower, the Agent, the Lenders and the Issuer. Borrower shall not assign any of it rights or delegate any of its duties under this Agreement or any of the other Financing Agreements without the prior written consent of the Lenders.

10.12Applicable Law; Severability. This Agreement shall be construed in all respects in accordance with, and governed by, the laws and decisions of the State of New York and the laws, regulations and decisions of the United States applicable to national banks. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

10.13SUBMISSION TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY. WITH RESPECT TO ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS, DEBTS, DAMAGES, COSTS AND EXPENSES, WHATSOEVER, WHETHER BASED ON STATUTE, COMMON LAW, PRINCIPLES OF EQUITY OR OTHERWISE, ARISING OUT OF ANY MATTER, THING OR EVENT WHICH IS DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, BORROWER CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK AND WAIVES ANY OBJECTION WHICH BORROWER MAY HAVE BASED ON IMPROPER VENUE OR FORUMNONCONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR MESSENGER DIRECTED TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 10.19. SERVICE, SO MADE, SHALL BE DEEMED TO BE COMPLETE UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED. AT THE OPTION OF THE AGENT, BORROWER WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, AND WAIVES ANY BOND OR SURETY OR

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SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE AGENT.

10.14Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

10.15Marshaling; Payments Set Aside. The Agent and the Lenders shall be under no obligation to marshal any assets in favor of Borrower or against or in payment of any or all of the Liabilities. To the extent that Borrower makes a payment or payments to the Agent or any Lender exercises a right of setoff, and such payment or payments or the proceeds of such setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or

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required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

10.16Section Titles. The section titles contained in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties.

10.17Continuing Effect. This Agreement and all of the other Financing Agreements shall continue in full force and effect so long as any Liabilities shall be owed to the Agent and/or any of the Lenders and (even if there shall be no Liabilities outstanding) so long as the Agent and/or any of the Lenders remains committed to make Loans or Issue Letters under this Agreement.

10.18No Waiver. The Agent’s or the Required Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or the other Financing Agreements shall not waive, affect or diminish any right of the Agent or the Required Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by the Agent or the Required Lenders of any Default or Matured Default under this Agreement or any of the other Financing Agreements, shall not suspend, waive or affect any other Default or Matured Default under this Agreement or any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the other Financing Agreements and no Default or Matured Default under this Agreement or any of the other Financing Agreements, shall be deemed to have been suspended or waived by the Agent or the Required Lenders unless such suspension or waiver is in writing signed by an officer of the Agent or each of the Required Lenders (as applicable) and is directed to Borrower specifying such suspension or waiver.

10.19Notices. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered pursuant to this Agreement shall be in writing, and shall be sent by manual delivery, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to the party to be notified as follows:

(a)If to the Agent at:

U.S. Bank National Association
Food Industries, DN-CO-T7CS
950 Seventeenth Street, 7^th Floor
Denver, Colorado 80202
Attn: Brian Moeller, Senior Vice President

with a copy to:

Sidley Austin LLP
One South Dearborn Street

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Chicago, Illinois 60603
Attn: Mark R. Kirsons

(b)If to Borrower at:

The Andersons, Inc.
480 West Dussel Drive
Maumee, OH 43537
Attn: Nicholas C. Conrad, V.P. Finance & Treasurer

with a copy to:

The Andersons, Inc.
480 West Dussel Drive
Maumee, OH 43537
Attn: Assistant General Counsel / Elizabeth Hall

or, as to each party, addressed to such other address as shall be designated by such party in a written notice to the other parties. All such notices shall be deemed given on the date of delivery if manually delivered, on the date of sending if sent by facsimile transmission, on the first Business Day after the date of sending if sent by overnight courier, or three (3) days after the date of mailing if mailed.

10.20Regulatory Changes. In the event any Governmental Authority (i) subjects the Lenders or any of them or any of their respective lending offices to any new or additional charge, fee, withholding, duty or tax of any kind with respect to any Loans, Letters, LC Obligations or other Liabilities hereunder, (ii) changes the method or basis of taxation of such Loans, Letters, LC Obligations or other Liabilities, except for changes in the rate of tax on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is located, or (iii) makes a Change in the reserve or deposit requirements applicable to such Loans, Letters, LC Obligations or other Liabilities (including, without limitation, the imposition, modification or deemed application of any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Rate Loans any such requirement included in an applicable LIBOR Rate) against assets of, deposits with or for the account of any Lender, or its lending office, and including without limitation, the issuance of a request or directive regarding capital adequacy or liquidity (whether or not having the force of law) that has the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations under this Agreement to a level below that which such Lender could have achieved but for such adoption, Change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity)), then in any such event, Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such costs or lost income resulting thereby as reasonably determined by such Lender. Without limiting the generality of the foregoing, the term “Change” shall include (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof

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after the date of this Agreement which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any corporation controlling any Lender. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

10.21LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as ofthe later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.

10.22Taxes. Without limiting the generality of Section 10.20:

(c)Any and all payments by or on account of any obligation of Borrower or Guarantor, respectively, under any Financing Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then Borrower or Guarantor, respectively, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by Borrower or Guarantor, respectively, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 10.22)

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the applicable Lender, the Issuer or the Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(d)Borrower or Guarantor, respectively, shall timely pay to the relevant governmental authority in accordance with applicable law or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(e)Borrower or Guarantor, respectively, shall indemnify the Lender, the Issuer or the Agent, within fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 10.22) payable or paid by such Lender, the Issuer or the Agent or required to be withheld or deducted from a payment to such Lender, the Issuer or the Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or Issuer, shall be conclusive absent manifest error.

(f)Each Lender shall severally indemnify the Agent, within fifteen (15) days after demand therefor, for (i) any Indemnified Taxes and Other Taxes attributable to such Lender (but only to the extent that Borrower or Guarantor, respectively, has not already indemnified the Agent for such Indemnified Taxes and Other Taxes and without limiting the obligation of Borrower or Guarantor, respectively, to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 5f.103-1(c) of the United States Treasury Regulations relating to the maintenance of a participant register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Financing Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Financing Agreement or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (d).

(g)As soon as practicable after any payment of Taxes by Borrower or Guarantor, respectively, to a governmental authority pursuant to this Section 10.22, Borrower or Guarantor, respectively, shall deliver to the Agent the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(h) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Agreement shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other

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documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 10.22(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i)Without limiting the generality of the foregoing,

(A)any Lender that is a United States person for U.S. federal income Tax purposes shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B)any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable:

(i)in the case of a Non-U.S. Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Agreement, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Financing Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(ii)executed originals of IRS Form W-8ECI;

(iii)in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN; or

(iv)to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,

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IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable.

(C)any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Financing Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(ii)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly upon obtaining knowledge of such occurrence, update such form or certification or notify the Borrower and the Agent in writing of its legal inability to do so.

(i)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 10.22 (including by the payment of additional amounts pursuant to this Section 10.22), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event that such indemnified party is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

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This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(j)Each party’s obligations under this Section 10.22 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Financing Agreement.

(k)For purposes of Section 10.22(d) and (f), the term “Lender” includes the Issuer.

10.23Assignments and Participation.

(a)After the Closing Date (and, (Y) provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of Borrower, such consent not to be unreasonably withheld (with the understanding that the Borrower shall be deemed to have consented to any assignment that it has not rejected in writing within five (5) Business Days after having received notice thereof from the Agent), and (Z) if the Eligible Assignee is not a Lender, an affiliate of a Lender or an Approved Fund, subject to the prior written consent of the Agent and each Issuer, such consent not to be unreasonably withheld) each Lender may assign to an Eligible Assignee (the “Assignee”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitments and the Notes held by it); providedhowever, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment shall not cause Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Schedule B (“Assignment and Acceptance”), together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Agreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance

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(and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Financing Agreements, such Lender shall cease to be a party thereto).

(b)By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreements or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Financing Agreements or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of the Financing Agreements, together with copies of the financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under the Financing Agreements as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreements are required to be performed by it as a Lender.

(c)The Agent shall maintain at its address referred to in Section 10.19 a copy of each Assignment and Acceptance delivered to and accepted by it.

(d)Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed (and consented to as applicable) in accordance herewith, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes, a new Note or new Notes to the order of such Assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or Commitments, a portion of which has been assigned, a new Note or New Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 2A. Upon receipt by the Agent of such new Note or Notes conforming to the requirements set forth in the preceding sentences, the Agent shall return to Borrower such surrendered Note or Notes, marked

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to show that such surrendered Note or Notes has (have) been replaced, renewed and extended by such new Note or Notes.

(e)Each Lender may sell participations to one or more banks or other entities (other than the Borrower, an Affiliate or a Guarantor) in or to all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitments and any Note held by it); providedhowever, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the sale of the participation will not cause Borrower to incur any additional liability, (v) the Borrower and the Agent shall be notified of such participation contemporaneously with the effectiveness thereof, and (vi) Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, provided that no participant shall be entitled to recover under the above-described provisions an amount in excess of the proportionate share which such participant holds of the original aggregate principal amount hereunder to which the selling Lender would otherwise be entitled.

(f)Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.23, disclose to the assignee or participant or proposed assignee or participant, any information relating to Borrower furnished to such Lender by or on behalf of Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to Borrower received by it from such Lender.

(g)Any Lender may assign and pledge all or any of the instruments held by it as collateral security; provided that any payment made by Borrower for the benefit of such assigning and/or pledging Lender in accordance with the terms of the Financing Agreements shall satisfy Borrower’s obligations under the Financing Agreements in respect thereof to the extent of such payment. No such assignment and/or pledge shall release the assigning and/or pledging Lender from its obligations hereunder.

10.24Maximum Interest. No agreements, conditions, provisions or stipulations contained in this Agreement or in any of the other Financing Agreements, or any Default or Matured Default, or any exercise by the Agent of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever, contained in this Agreement or any of the other Financing Agreements, or the arising of any contingency whatsoever, shall entitle the Agent to collect, in any event, interest exceeding the maximum authorized by law, and in no event shall Borrower be obligated to pay interest exceeding such rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay a rate of interest exceeding the maximum allowed by law, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such maximum interest allowed by law. In the event any interest is charged in excess of the maximum allowed by law (“Excess”), Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, if a Matured Default

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has occurred and is continuing, applied to reduce the principal of any Liabilities due, and, second, returned to Borrower, it being the intention of the parties not to enter at any time into a usurious or otherwise illegal relationship. Borrower and the Agent both recognize that, with fluctuations of index rates and applicable margins, such an unintentional result could inadvertently occur. By the execution of this Agreement, Borrower covenants that: (a) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess; and (b) Borrower shall not seek or pursue any other remedy, legal or equitable, against the Agent based, in whole or in part, upon the charging or receiving of any interest in excess of the maximum authorized by law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Agent, all interest at any time contracted for, charged or received by the Agent in connection with the Liabilities shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s obligations is calculated at the Highest Lawful Rate rather than the rate otherwise applicable under this Agreement, and thereafter such applicable rate becomes less than the Highest Lawful Rate, the rate of interest payable on the Borrower’s obligations shall remain at the Highest Lawful Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s obligations had the rate of interest not been limited to the Highest Lawful Rate during such period.

10.25Additional Advances. All fees, charges, expenses, costs, expenditures, obligations, liabilities, losses, penalties and damages incurred or suffered by the Agent and for which Borrower is bound to indemnify or reimburse the Agent under this Agreement (other than those which may be paid without demand therefor, by the Agent initiated Advances pursuant to Section 2.1 or by a debit to a deposit account at U.S. Bank initiated by the Agent per any preauthorization provided by Borrower to the Agent) may, at the option of the Agent or any Lender, be paid by Agent-initiated Advances pursuant to Section 2.1 or by a debit to a deposit account at U.S. Bank initiated by the Agent per any preauthorization provided by Borrower to the Agent if such amounts remain unpaid for a period of ten (10) days after the Agent has made demand therefor.

10.26Loan Agreement Controls. If there are any conflicts or inconsistencies among this Agreement and any of the other Financing Agreements, the provisions of this Agreement shall prevail and control.

10.27Obligations Several. The obligations of each Lender under each Financing Agreement to which it is a party are several, and no Lender shall be responsible for any obligation or Commitment of any other Lender under any Financing Agreement to which it is a party. Nothing contained in any Financing Agreement to which it is a party, and no action taken by any Lender pursuant thereto, shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture, or any other kind of entity.

10.28Pro Rata Treatment. All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the exercise by any Lender of any right of set-off), shall be effectively shared by the Lenders ratably in accordance with the respective Pro Rata Percentages of the Lenders. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or

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otherwise) on account of the principal of, or interest on, or fees in respect of, any amount due to such Lender under this Agreement (other than pursuant to Section 2.3(b), 2.5(a), 10.20, 10.21 or 10.22, the normal and customary processing fees charged by an Issuer in connection with the Issuance of or drawings under a Letter, or with respect to Bank Products Obligations as provided by Section 10.14) in excess of its Pro Rata Percentage of payments on account of similar amounts due to all the Lenders, such Lender shall purchase from the other Lenders such participation in such amounts due to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedhowever, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participation in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participation in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.28 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an amount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender’s Highest Lawful Rate exceeding another Lender’s Highest Lawful Rate.

10.29Confidentiality. Each of the Agent and the Lenders agrees that it will use its best efforts to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound banking practices any proprietary information of Borrower, designated in writing by Borrower, as being proprietary and confidential; provided that the Agent or any Lender may disclose any such information (a) to enable it to comply with any Governmental Requirement applicable to it or with respect to insurance and reinsurance, (b) in connection with the defense of any litigation or other proceeding brought against it arising out of the transactions contemplated by this Agreement and the other Financing Agreements, (c) in connection with the supervision and enforcement of the rights and remedies of the Agent and Lenders under any Financing Agreement and (d) as set forth in Section 10.23.

10.30Independence of Covenants. All covenants under this Agreement and the other Financing Agreements shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or a Matured Default if such action is taken or condition exists.

10.31Amendments and Waivers.

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(a)Except as provided in the following Subsections 10.31(b), (c) and (d), any term, covenant, agreement or condition of this Agreement or the other Financing Agreements may be amended only by a written amendment executed by Borrower, the Required Lenders and, if the rights or duties of the Agent or Issuer are affected thereby, the Agent and such Issuer, respectively, or compliance therewith only may be waived (either generally or in a particular instance and either retroactively or prospectively), if Borrower shall have obtained the consent in writing of the Required Lenders and, if the rights or duties of the Agent are affected thereby, the Agent, providedhowever, (i) no such amendment or waiver shall, without the consent of each Lender directly affected thereby, (A) extend the final maturity of any Loan, or extend the expiry date of any Letter, to a date after the Maturity Date, or change the amount or postpone the date of payment of any scheduled payment or required payment of principal of the Loans or LC Obligations or reduce the rate or extend the time of payment of interest on the Loans, or reduce the amount of principal thereof, or modify any of the provisions with respect to the payment or prepayment thereof, (B) give to any Loan any preference over any other Loans, or (C) reduce, or extend the payment due date of, the fees required under Section 2.5, (ii) that without the consent in writing of all Lenders, no such amendment or waiver shall (A) amend the definition of Required Lenders, (B) alter, modify or amend the provisions of this Subsection 10.31(a), of Subsections 10.31(c) and (d) or of Section 10.28, (C) alter, modify or amend the provisions of Sections 9.1 or 9.2 of this Agreement, (D) alter, modify or amend any Lender’s right hereunder to consent to any action, make any request or give any notice, or (E) release all or substantially all of the Guarantors of any of the Liabilities, and (iii) the definition of Excluded Consolidated Subsidiaries (including the amendment of Exhibit 1A) may be amended solely with the prior written consent of the Borrower and the Agent, with the understanding that (A) a Guarantor may become an Excluded Consolidated Subsidiary (including the addition of a Guarantor to Exhibit 1A) only with the written consent of the Borrower and the Required Lenders, and (B) if, after giving effect to the proposed addition of a Person to be included in the definition of Excluded Consolidated Subsidiary (including the addition of such Person to Exhibit 1A), the aggregate book value of the assets of the Persons included within such definition, excluding the book value of the assets of Lansing Trade Group, LLC or any successor entity thereto, exceeds 20% of the book value of the consolidated assets of the Borrower and its consolidated subsidiaries, then the addition of such Person to said definition may be made only with the written approval of the Borrower and the Required Lenders.

(b)Prior to the Maturity Date and provided that a Default or a Matured Default has not occurred and is continuing, this Agreement may be amended from time to time to increase the total amount of the Line of Credit Loan Commitments, or may enter into one or more tranches of term loans that are pari passu with the Loans hereunder by an amount not exceeding $350,000,000 in the aggregate, by one or more written amendments executed by Borrower, the Agent and one or more Lenders, that agree to provide the increase in Commitments or new term loans (together with new Notes and other Financing Agreements as may be reasonably required by the Agent). Subject to the following Section 10.31(c), any such increase shall be allocated to new or existing Lenders at the discretion of the Agent and Borrower.

(c)Without the consent in writing of the affected Lender, no amendment or waiver shall increase the amount of any Commitment of such Lender (but the amount of any Commitment of such Lender may be decreased without the consent of such Lender).

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(d)Any amendment or waiver made in accordance with this Section 10.31 shall apply equally to all Lenders and all the holders of the Notes and/or LC Obligations and shall be binding upon them, upon each future holder of any Note or LC Obligation and upon Borrower, whether or not such Note or Letter shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived.

10.32Replacement of a Lender. If a Lender (other than the Agent as a Lender) becomes a Replacement Candidate (as defined below), Borrower shall have the right to require such Lender to assign to another lender or other institution selected by Borrower and reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with Section 10.23; provided, that neither the Agent nor any Lender shall have any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid fees accrued for the account of such Lender and all other amounts then owing to such Lender hereunder or under any other Financing Agreement. A Lender will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it declines to approve an amendment or waiver that is approved by the Required Lenders, or (iii) is a Defaulting Lender. The rights of Borrower, the Agent and the other Lenders under this Section 10.32 shall be in addition to any other rights or remedies Borrower, the Agent and the other Lenders may have under this Agreement, at law or in equity (including but not limited to the right of setoff with respect to the Liabilities owed to a Defaulting Lender).

10.33Representations by the Lenders. Each Lender represents that it is the present intention of such Lender, as of the date of its acquisition of the Notes, to acquire the Notes for its account or for the account of its affiliates, and not with a view to the distribution or sale thereof that would be in violation of any applicable laws, and, subject to any applicable laws, the disposition of such Lender’s property shall at all times be within its control. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be transferred, sold or otherwise disposed of except (a) in a registered offering under the Securities Act; (b) pursuant to an exemption from the registration provisions of the Securities Act; or (c) if the Securities Act shall not apply to the Notes or the transactions contemplated by the Financing Agreements. Nothing in this Section 10.33 shall affect the characterization of the Loans and the transactions contemplated hereunder as commercial lending transactions.

10.34Counterparts and Facsimile Signatures. This Agreement, any other Financing Agreement and any subsequent amendment to any of them may be executed in several counterparts, each of which shall be construed together as one original. Facsimile signatures on this Agreement, any other Financing Agreement and any subsequent amendment to any of them shall be considered as original signatures.

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10.35Set-off. In the event that a Matured Default has occurred and is continuing, Borrower gives and confirms to each Lender a right of set-off of all moneys, securities and other property of Borrower (whether special, general or limited) and the proceeds thereof, at any time delivered to remain with or in transit in any manner to such Lender, its correspondent or its agents from or for Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession of such Lender in any way, and also, any balance of any deposit accounts and credits of Borrower with, and any and all claims of security for the payment of the Liabilities owed by Borrower to such Lender, contracted with or acquired by the Lender, whether such liabilities and obligations be joint, several, absolute, contingent, secured, unsecured, matured or unmatured, and Borrower authorizes such Lender at any time or times, without prior notice, to apply such money, securities, other property, proceeds, balances, credits of claims, or any part of the foregoing, to such liabilities in such amounts as it may select, whether such Liabilities be contingent, unmatured or otherwise, and whether any collateral security therefor is deemed adequate or not. The rights described herein shall be in addition to any collateral security described in any separate agreement executed by Borrower.

10.36PATRIOT Act Information. Borrower represents to the Agent and the Lenders that to the best knowledge of Borrower, Borrower is in compliance with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. Borrower represents to the Agent and the Lenders that: (a) no part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any official or employee of any Governmental Authority, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (b) Borrower is not engaged in or has engaged in any course of conduct that could reasonably be expected to subject any of its properties to any lien, seizure or other forfeiture under any criminal law, racketeer influenced and corrupt organizations law, civil or criminal, or other similar laws. Each Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow each Lender to identify Borrower in accordance with the PATRIOT Act. Borrower shall provide such information and take such actions as are reasonably requested by any Lender in order to assist such Lender in maintaining compliance with the PATRIOT Act.

10.37No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other agreement, document or instrument delivered in connection herewith), the Borrower acknowledges and agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other agreements,

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documents or instruments delivered in connection herewith; (ii) (A) each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other agreements, documents, or instruments delivered in connection herewith; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.38Binding Effect. This Agreement and all of the other Financing Agreements set forth the legal, valid and binding obligations of Borrower, the Agent and the Lenders and are enforceable against Borrower in accordance with their respective terms. Should more than one Person be a Borrower under this Agreement or any Note, the obligations of each such Person shall be joint and several. The Lenders may settle, release, compromise, collect or otherwise liquidate the obligations of any Borrower, any Guarantor of such obligations, and any security or collateral for such obligations or for any such guaranty, in any manner, without affecting or impairing the obligations of any Borrower.

10.39FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER FINANCING AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

10.40Amendment and Restatement. The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.  This Agreement is not intended to and shall not constitute a novation.  All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the agreements, documents and instruments delivered together herewith.  Without limiting the foregoing, upon the effectiveness hereof:  (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as defined in or contemplated by the Existing Credit Agreement) shall be deemed to refer to the Agent, this Agreement and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as Letters under (and, as of the Closing Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Liabilities” with any Lender or any affiliate of any Lender which are outstanding on the Closing Date shall continue as Liabilities under this Agreement and the agreements, documents and instruments delivered together herewith, (d) the “Commitments” (as

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defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s applicable Liabilities in respect of Loans and reflect such Lender’s Pro Rata Percentage of the applicable outstanding aggregate of such Loans and Letters on the Closing Date, (f) the “Loans” of each Departing Lender under the Existing Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

THE ANDERSONS, INC.
By /s/ Nicholas C. Conrad        Nicholas C. Conrad    Vice President, Finance & Treasurer

Signature Page to

The Andersons Credit Agreement

U.S. BANK NATIONAL ASSOCIATION

By/s/ James D. Pegues

Name James D. Pegues

Title Vice President

Signature Page to

The Andersons Credit Agreement

FIFTH THIRD BANK

By/s/ Jim Esinduy

     Name: Jim Esinduy

     Title: Vice President

COBANK, ACB

By /s/ Alan V. Schuler

     Name: Alan V. Schuler

     Title: Vice President

JPMORGAN CHASE BANK, N.A.

By /s/ Michael P. Schweickert

     Name: Michael P. Schweickert

     Title: Authorized Signer

BANK OF THE WEST

By /s/ Charles Greenway

     Name: Charles Greenway

     Title: Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By /s/ Andrew Oram

     Name: Andrew Oram

     Title: Managing Director

BRANCH BANKING AND TRUST COMPANY

By /s/ Michael L. Laurie

     Name: Michael L. Laurie

     Title: Senior Vice President

FARM CREDIT BANK OF TEXAS

By /s/ Luis M. H. Requejo

     Name: Luis M. H. Requejo

     Title: Director Capital Markets

Signature Page to

The Andersons Credit Agreement

THE BANK OF NOVA SCOTIA

By /s/ Laura Gimena

     Name: Laura Gimena

     Title: Director

WELLS FARGO BANK, N.A.

By /s/ John M. Pastore

     Name: John M. Pastore

     Title: Vice President

COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH

By /s/ Peter Duncan

     Name: Peter Duncan

     Title: Managing Director

By /s/ Peter Glawe

     Name: Peter Glawe

     Title: Executive Director

AGFIRST FARM CREDIT BANK

By /s/ Neda K. Beal

     Name: Neda K. Beal

     Title: Vice President

THE HUNTINGTON NATIONAL BANK

By /s/ Cheryl B. Holm

     Name: Cheryl B. Holm

     Title: Sr. Vice President

PNC BANK, NATIONAL ASSOCIATION

By /s/ Richard C. Hampson

     Name: Richard C. Hampson

     Title: Senior Vice President

FARM CREDIT SERVICES OF AMERICA, PCA

By /s/ Bruce Dean

     Name: Bruce Dean

     Title: Vice President

Signature Page to

The Andersons Credit Agreement

BANK OF AMERICA, N.A.

By /s/ John L. Kolleng

     Name: John L. Kolleng

     Title: Vice President

1st CREDIT SERVICES, PCA

By /s/ Dale A. Richardson

     Name: Dale A. Richardson

     Title: Vice President, Capital Markets Group

COMERICA BANK

By /s/ Matthew A. Rybinski

     Name: Matthew A. Rybinski

     Title: Vice President

AGSTAR FINANCIAL SERVICES, PCA

By /s/ Troy Mostaert

     Name: Troy Mostaert

     Title: VP Capital Markets

BMO HARRIS BANK

By /s/ Manuel Diaz

     Name: Manuel Diaz

     Title: Director

RBS CITIZENS, N.A.

By /s/ Jeffrey P. Huening

     Name: Jeffrey P. Huening

     Title: Vice President

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA

By /s/ Curtis Flammini

     Name: Curtis Flammini

     Title: Vice President

FARM CREDIT MID-AMERICA, PCA

By /s/ Ralph M. Bowman

     Name: Ralph M. Bowman

     Title: Vice President Capital Markets

Signature Page to

The Andersons Credit Agreement

SUMITOMO MITSUI BANKING CORPORATION

By /s/ Shuji Yabe

     Name: Shuji Yabe

     Title: Managing Director

BOKF, N.A., d/b/a Bank of Oklahoma

By /s/ J. Anderson

     Name: J. Anderson

     Title: Vice President

FIRST MIDWEST BANK

By /s/ David W. Nelson

     Name: David W. Nelson

     Title: Senior Vice President

BADGERLAND FINANCIALS, FLCA

By /s/ Kenneth H. Rue

     Name: Kenneth H. Rue

     Title: VP, Capital Markets

AGCOUNTRY FARM CREDIT SERVICES, PCA

By /s/ James F. Baltezore

     Name: James F. Baltezore

     Title: Vice President

AGCHOICE FARM CREDIT, ACA

By /s/ Joshua L. Larock

     Name: Joshua L. Larock

     Title: Vice President

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

By /s/ Eric Y.S. Tsai

     Name: Eric Y.S. Tsai

     Title: V.P. & G.M.

Signature Page to

The Andersons Credit Agreement

The undersigned Departing Lender hereby acknowledges and agrees that, from and after the Closing Date, it is no longer a party to the Existing Credit Agreement or any of the agreements, documents or instruments executed in connection therewith and will not be a party to this Agreement.

THE PRIVATE BANK AND TRUST COMPANY, as a Departing lender

By /s/ Chris O'Hara

     Name: Chris O'Hara

     Title: Managing Director

Signature Page to

The Andersons Credit Agreement

Schedule A to Fifth Amended and Restated Loan AgreementLenders’ Commitments

Line of Credit Loan Commitments
Name of Lender	Pro Rata Percentage		Maximum $ Amount
U.S. Bank National Association	11.7646	%	$100,000,000
Fifth Third Bank	8.5294	%	$72,500,000
CoBank, ACB	8.5294	%	$72,500,000
JPMorgan Chase Bank, N.A.	4.4118	%	$37,500,000
Bank of the West	4.4118	%	$37,500,000
Bank of Tokyo-Mitsubishi UFJ, Ltd.	4.4118	%	$37,500,000
Branch Banking and Trust Company	4.4118	%	$37,500,000
Farm Credit Bank of Texas	4.4118	%	$37,500,000
The Bank of Nova Scotia	4.4118	%	$37,500,000
Wells Fargo Bank, N.A.	4.4118	%	$37,500,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch	3.5294	%	$30,000,000
AgFirst Farm Credit Bank	2.6470	%	$22,500,000
The Huntington National Bank	2.6470	%	$22,500,000
PNC Bank, National Association	2.6470	%	$22,500,000
Farm Credit Services of America, PCA	2.6470	%	$22,500,000
Bank of America, N.A.	2.6470	%	$22,500,000
First Farm Credit Services, PCA	2.0589	%	$17,500,000
Comerica Bank	2.0589	%	$17,500,000
AgStar Financial Services, PCA	1.7647	%	$15,000,000
BMO Harris Bank	1.7647	%	$15,000,000
RBS Citizens, N.A.	1.7647	%	$15,000,000
Greenstone Farm Credit Services, ACA/FLCA	1.7647	%	$15,000,000
Farm Credit Mid-America, PCA	1.7647	%	$15,000,000
Sumitomo Mitsui Banking Corporation	1.7647	%	$15,000,000
BOKF, N.A., d/b/a Bank of Oklahoma	1.7647	%	$15,000,000
First Midwest Bank	1.7647	%	$15,000,000
Badgerland Financial, FLCA	1.7647	%	$15,000,000
AgCountry Farm Credit Services, PCA	1.7647	%	$15,000,000
AgChoice Farm Credit, ACA	0.8824	%	$7,500,000
Chang Hwa Commercial Bank, Ltd., New York Branch	0.8824	%	$7,500,000
TOTAL:			$850,000,000

Schedule A
Page 1

Schedule B to
Fifth Amended and Restated Loan Agreement

Form of Assignment and Acceptance

Dated: [Insert Date]

Reference is made to that certain Fifth Amended and Restated Loan Agreement dated as of March 4, 2014 (as modified, amended, extended or renewed from time to time, the "LoanAgreement") by and among THE ANDERSONS, INC., an Ohio corporation (the "Borrower"), the Lenders (as defined in the Loan Agreement) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (the "Agent"). Terms defined in the Loan Agreement and not defined herein are used herein with the same meaning.

NOW, THEREFORE, [Insert Name of Lender Making Assignment] (the "Assignor") and [Insert Name of Lender Receiving Assignment] (the "Assignee") agree as follows:

1.    The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor [Insert % Amount]% of the Line of Credit Loan Commitments (out of the [Insert % Amount]% which Assignor holds) together with all of the Assignor's related rights and obligations under the Loan Agreement as of the Effective Date (as defined below).

2.    The Assignor: (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Financing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Financing Agreement or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Financing Agreement or any other instrument or document furnished pursuant thereto[; and (d) attaches the Line of Credit Note payable to the Assignor and requests that the Agent exchange such Line of Credit Note for new Line of Credit Notes as follows: a Line of Credit Note dated [Insert Date] in the principal amount of $[Insert $ Amount], payable to the order of the Assignee and a Line of Credit Note dated [Insert Date] in the principal amount of $[Insert $ Amount], payable to the order of the Assignor.] [and (d) has delivered and endorsed the Notes held by the Assignor to the Assignee, payable to the order of the Assignee].

3.    The Assignee: (a) confirms that it has received copies of the Financing Agreements, together with copies of the most recent financial statements referred to in Section 7.1 of the Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that it will,

Schedule B
Page 1

independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (c) appoints and authorizes the Agent to take such action on the Assignee’s behalf and to exercise such powers under the Financing Agreements as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and the other Financing Agreements are required to be performed by the Assignee as a Lender; (e) (if such Assignee is a bank or financial institution organized outside the United States) agrees that it will deliver to the Agent and the Borrower the forms prescribed by the Internal Revenue Service of the United States (including without limitation, Form W-8 BEN, Form W-8 ECI, or Form W-8 IMY) certifying such Assignee's exemption from United States withholding taxes with respect to all payments to be made to such Assignee under its Notes and under any other Financing Agreement; and (f) specifies as its address for notices the office set forth beneath its name on the signature pages hereof.

4.    The effective date for this Assignment and Acceptance shall be[Agent inserts date of its acceptance] (the "Effective Date"). Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent.

5.    Upon such acceptance and recording, as of the Effective Date: (a) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Acceptance, shall have the rights and obligations of a Lender thereunder and under the other Financing Agreements; and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement and the other Financing Agreements and in the event that the Assignor has assigned to the Assignee hereunder all of its rights and obligations under the Loan Agreement and the other Financing Agreements, the Assignor shall cease to be a party to the Loan Agreement and such other Financing Agreements.

6.    Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments under the Loan Agreement in respect of the interest assigned hereby (including without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Loan Agreement for periods prior to the Effective Date directly between themselves.

7.    This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

Schedule B
Page 2

IN WITNESS WHEREOF, the parties hereto, by their respective officers thereunto duly authorized, have executed this Assignment and Acceptance effective as of the day first written above.

[NAME OF ASSIGNOR]

By: ___________________________

Title: _________________________

[NAME OF ASSIGNEE]

By: ___________________________

Title: __________________________

Address for Notices:

_______________________________

_______________________________

Schedule B
Page 3

Accepted this: [Insert Date].

U.S. BANK NATIONAL ASSOCIATION

950 Seventeenth Street, 7^th Floor

Denver, Colorado 80202

Telephone: (303) 585-4906

Facsimile: (303) 585-4732

By: ____________________________

Its:____________________________

Consent of Borrower (If Required):

THE ANDERSONS, INC.

By

Its

Schedule B
Page 4

Exhibit 1A to
Fifth Amended and Restated Loan Agreement

Excluded Consolidated Subsidiaries

Iowa Northern Railway Co.
Citizens LLC
Zephyr-Rocket LLC
Lansing Trade Group, LLC
The Andersons Denison Ethanol LLC
The Andersons Clymers Ethanol LLC
The Andersons Ethanol Investment LLC
The Andersons Marathon Ethanol LLC
The Andersons Albion Ethanol LLC
Project Navy Limited Partnership
0975355 B.C. Unlimited Liability Company
0975384 B.C. Unlimited Liability Company
Thompsons Limited
Lux JV Treasury Holding Company S.a.r.l.
Navy Holdings, LLC
WGT (US) Ltd.
Thompsons USA Limited

Exhibit 1A
Page 1

Exhibit 2A to
Fifth Amended and Restated Loan Agreement

Form Line of Credit Note

LINE OF CREDIT NOTE

$[Insert]                                    [DATE]

FOR VALUE RECEIVED, the undersigned THE ANDERSONS, INC., an Ohio corporation (hereinafter referred to as "Borrower"), promises to pay to the order of [Insert](hereinafter referred to as "Lender"), at such place as U.S. Bank National Association, as agent for the Lender, may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of [Insert] Dollars ($[Insert]) or so much thereof as may be advanced and be outstanding, together with interest on any and all principal amounts outstanding calculated in accordance with the provisions set forth below. This Note is issued under that certain Fifth Amended and Restated Loan Agreement, dated as of March 4, 2014 (as the same may be amended, replaced, restated and/or supplemented from time to time, the "LoanAgreement") between Borrower, U.S. Bank National Association, a national banking association, as agent (the "Agent"), Lender and the other lenders identified therein.

Capitalized terms used and not defined herein shall have the meanings given to such terms in the Loan Agreement.

The outstanding Loans hereunder shall be maintained as Base Rate Loans, LIBOR Rate Loans or a combination thereof, as more fully provided in the Loan Agreement. The Borrower shall have the right to make prepayments of principal only in accordance with the Loan Agreement.

Borrower shall pay interest on the unpaid principal amount of each Loan made by the Lender from the date of such Loan until such principal amount shall be paid in full, at the times and at the rates per annum set forth in the Loan Agreement.

The unpaid balance of this obligation at any time shall be the total amounts advanced hereunder by the Lender, together with accrued and unpaid interest, less the amount of payments made hereon by or for the Borrower, which balance may be endorsed hereon from time to time by the Lender.

In addition to the repayment requirements imposed upon the Borrower under the Loan Agreement, together with the agreements referred to therein, the principal and interest owing under this Note shall be due and payable in full on the Maturity Date, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of

Exhibit 2A

acceleration) of any kind, all of which are expressly waived by the Borrower. Time is of the essence hereof.

Interim payments made by Borrower pursuant to and in accordance with the Loan Agreement shall be applied as provided therein.

Should any Matured Default occur, then all sums of principal and interest outstanding hereunder may be declared immediately due and payable in accordance with the Loan Agreement, without presentment, demand or notice of dishonor, all of which are expressly waived, and the Lender shall have no obligation to make any further Loans pursuant to the Loan Agreement.

This Note shall be construed in accordance with the laws of the State of New York.

THE ANDERSONS, INC.

By

Its

Exhibit 2A

Exhibit 4A to
Fifth Amended and Restated Loan Agreement

List of Closing Documents

1. This Fifth Amended and Restated Loan Agreement

2. Notes

3. Secretary’s Certificate as to Directors’ Resolutions for the Borrower

4. Certificates of Good Standing, Articles of Incorporation, and Code of Regulations for the Borrower

5. Opinion of Legal Counsel

6. No Default or Matured Default/Representations and Warranties True and Correct Certificate.

Exhibit 4A
Page 1

Exhibit 5A to
Fifth Amended and Restated Loan Agreement

Form of Guaranty

Attached

Exhibit 5A
Page 1

Exhibit 6A to
Fifth Amended and Restated Loan Agreement

Disclosure Schedule

Part 1:        Judgments, Litigation, Claims and Proceedings

None.

Part 2:        Defaults and Disputes

None.

Part 3:        Closing Date Limited Recourse Debt and Recourse Debt Secured by Liens

See attached list.

Part 4:        Tax Liability Claims

None.

Part 5:        Other Indebtedness

Included in Part 3.

Part 6:        Affiliates

See attached list.

Part 7:        Environmental Matters

No active matters. We are complying with other landowners in a U.S. E.P.A.

investigation regarding the Maumee River.

Exhibit 6A
Page 1

Affiliates

The Andersons Albion Ethanol LLC, an Ohio limited liability company.

The Andersons Clymers Ethanol LLC, an Ohio limited liability company.

The Andersons Marathon Ethanol LLC, a Delaware limited liability company.

The Andersons Ethanol Investment LLC, an Ohio limited liability company.

The Andersons Denison Ethanol LLC, a Delaware limited liability company.

Lansing Trade Group, LLC, a Delaware limited liability company.

Iowa Northern Railway Company, an Iowa company.

Zephyr-Rocket, LLC, an Iowa limited liability company.

Thompsons Limited, an Ontario corporation, formed by a second post-acquisition amalgamation.

Thompsons USA Limited, a Delaware corporation.

Project Navy Limited Partnership, an Ontario, Canada limited partnership.

0975355 B.C. Unlimited Liability Company, a British Columbia, Canada unlimited liability company.

0975384 B.C. Unlimited Liability Company, a British Columbia, Canada unlimited liability company.

Navy Holdings, LLC, a Delaware limited liability company.

Lux JV Treasury Holding Company SARL, a Luxembourg private limited liability company.

Exhibit 6A
Page 2

Exhibit 7A-2 to
Fifth Amended and Restated Loan Agreement

Compliance Certificate

Pursuant to Section 7.1 of the Fifth Amended and Restated Loan Agreement, dated as of March 4, 2014 (as amended, replaced, restated or supplemented from time to time, the “Loan Agreement”) by and between The Andersons, Inc., an Ohio corporation ("Borrower"), the financial institutions party to the Loan Agreement (collectively the "Lenders") and U.S. Bank National Association in its capacity as the Agent (the "Agent"), the undersigned certifies to the Agent and the Lenders as follows:

1. The financial statements of Borrower, attached hereto, for the period ending ________________________________ (the “Financial Statements”), have been prepared in accordance with the requirements of Section 7.1 of the Loan Agreement and have been delivered on or before the date they are due.

2. The representations and warranties contained in Section 6 of the Loan Agreement are true and correct as of the date hereof as though made on this date.

3. Borrower is in compliance with all of the affirmative and negative covenants set forth in Section 7 and 8 of the Loan Agreement as of the date hereof.

4. Specifically, as of the date of the Financial Statements:

a. Borrower's “Working Capital” (as described in the Loan Agreement) is required to be equal to or greater than $150,000,000; Borrower's actual Working Capital as so described is $_______________.

In Compliance:    Yes     No

b. Borrower's “Recourse Long TermDebt to Capitalization Ratio” (as described in the Loan Agreement) is required to be less than or equal to 0.70 to 1.00. Borrower's actual Recourse Long Term Debt to Capitalization Ratio as so described is ____________.

In Compliance:    Yes     No

c. The rate at which interest and fees accrue under the Loan Agreement is determined in accordance with a Financial Performance Level, as defined therein, which, in turn, is determined by the Borrower’s Recourse Long Term Debt to Capitalization Ratio. As of _______________ (the most recent fiscal quarter end), Borrower’s Recourse

Exhibit 7A-2
Page 1

Long Term Debt to Capitalization Ratio was ______ and the Financial Performance Level was ______.

5. Loan and Letter proceeds at any time outstanding equal to a maximum of $[_________] have been used to consummate Permitted Acquisitions, capital expenditures and purchases of fixed assets; provided, that no Acquisition of Accounts, Inventory or other current assets shall be subject to this $400,000,000 limitation, other than the following Acquisitions: [Borrower to insert list if applicable].

6. All adjustments and calculations related to the amounts set forth above are attached hereto.

Dated: _____________________, 20___        

THE ANDERSONS, INC.

By

Its

Exhibit 7A-2
Page 2

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

THE ANDERSONS, INC.

(in thousands, except for ratio)	Three Months Ended March 31,
	2014		2013
Computation of earnings
Pretax income (a)	$	19,400	$	13,587
Add:
Interest expense on indebtedness	6,002		6,404
Amortization of debt issue costs	565		407
Interest portion of rent expense (b)	1,875		1,958
Distributed income of equity investees	65,575		8,332
Earnings	$	93,417	$	30,688
Computation of fixed charges
Interest expense on indebtedness	$	6,002	$	6,404
Amortization of debt issue costs	565		407
Interest portion of rent expense (b)	1,875		1,958
Fixed charges	$	8,442	$	8,769
Ratio of earnings to fixed charges	11.07		3.50

(a) Pretax income as presented is income from continuing operations before adjustment for income or loss from equity investees.

(b) The portion of rent expense on operating leases included in the calculation of the fixed charges ratio above is a reasonable approximation of the interest factor on those agreements.

EX-31.1

Exhibit 31.1

Certifications

I, Michael J. Anderson, certify that:

1 I have reviewed this report on Form 10-Q of The Andersons, Inc.

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

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

4 The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 9, 2014

/s/ Michael J. Anderson

Michael J. Anderson

Chairman and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certifications

I, John Granato, certify that:

1 I have reviewed this report on Form 10-Q of The Andersons, Inc.

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

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

4 The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 9, 2014

/s/ John Granato

John Granato

Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

The Andersons, Inc.

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

In connection with the Quarterly Report of The Andersons, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:

(1) The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

May 9, 2014

/s/ Michael J. Anderson

Michael J. Anderson

Chairman and Chief Executive Officer

/s/ John Granato

John Granato

Chief Financial Officer

XML

Derivatives (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Estimated fair value of Company's commodity derivative instruments for cash collateral and associated cash as collateral
Net derivative asset position, Collateral paid	$ 142,791	$ 15,480	$ 73,033
Net derivative asset position, Fair value of derivatives	(88,498)	31,055	35,403
Net derivative asset position, net	54,293	46,535	108,436
Net derivative liability position, Collateral paid	0	0	0
Net derivative liability position, Fair value of derivatives	0	0	0
Net derivative liability position, net	$ 0	$ 0	$ 0

XML

Fair Value Measurements (Details 1) (Convertible Preferred Stock, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Convertible Preferred Stock
Beginning and ending balances for the Company's fair value measurements using Level 3 inputs
Asset, Beginning Balance	$ 25,720	$ 17,220
Unrealized gains (losses) included in other comprehensive income	(5,190)	490
Asset, Ending Balance	$ 20,530	$ 17,710

XML

Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013		Mar. 31, 2013
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	$ 232,396		$ 291,109		$ 190,377
The Andersons Albion Ethanol LLC
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	31,867	[1]	40,194	[1]	31,169	[1]
The Andersons Clymers Ethanol LLC
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	40,412	[1]	44,418	[1]	32,900	[1]
The Andersons Marathon Ethanol LLC
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	45,946	[1]	46,811	[1]	32,164	[1]
Lansing Trade Group LLC
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	60,837	[2]	106,028	[2]	91,752	[2]
Thompsons Limited [Member]
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	49,520	[3]	49,833	[3]	0
Other
Equity Method Investment Companys Investment Balance In Each Equity Method Investees By Entity [Abstract]
Equity method investments	$ 3,814		$ 3,825		$ 2,392

[1] Decrease in LLCs investment balance is due to cash distributions made during the first quarter of 2014, partially offset by strong earnings

[2] Decrease in LTG investment balance is driven by the sale of a portion of the Company's interest in LTG during the first quarter of 2014

[3] Thompsons Limited and related U.S. operating company held by joint ventures

XML

Fair Value Measurements (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair value of long-term debt estimated using quoted market prices or discounted future cash flows
Fair value of long-term debt	$ 400,495	$ 429,723
Fair value in excess of carrying value	$ 3,574	$ 2,512

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
Segment Reporting Information [Line Items]
Sales and merchandising revenues	$ 1,003,294		$ 1,271,970
Inter-segment sales	8,282		9,132
Interest expense	6,002		6,404
Equity in earnings of affiliates, net	20,501		7,804
Other income (expense), net	19,612		2,726
Income (loss) before income taxes	39,901		21,391
Identifiable assets	2,125,583		2,151,788		2,273,556
Grain
Segment Reporting Information [Line Items]
Sales and merchandising revenues	583,159		836,495
Inter-segment sales	0		332
Interest expense	2,775		3,849
Equity in earnings of affiliates, net	1,884		7,910
Other income (expense), net	18,346	[1]	571	[1]
Income (loss) before income taxes	11,306		8,299
Identifiable assets	979,608		1,025,350		921,914
Ethanol
Segment Reporting Information [Line Items]
Sales and merchandising revenues	188,820		199,309
Interest expense	100		326
Equity in earnings of affiliates, net	18,617		(106)
Other income (expense), net	(226)		231
Income (loss) before income taxes	19,824		2,479
Identifiable assets	224,931		209,666		229,797
Plant Nutrient
Segment Reporting Information [Line Items]
Sales and merchandising revenues	107,630		111,902
Inter-segment sales	7,367		7,697
Interest expense	771		918
Other income (expense), net	185		(25)
Income (loss) before income taxes	(1,411)		(562)
Identifiable assets	311,219		323,653		268,238
Rail
Segment Reporting Information [Line Items]
Sales and merchandising revenues	52,302		46,364
Inter-segment sales	109		104
Interest expense	1,656		1,513
Other income (expense), net	710		946
Income (loss) before income taxes	15,045		14,574
Identifiable assets	303,532		302,717		312,654
Turf and Specialty
Segment Reporting Information [Line Items]
Sales and merchandising revenues	43,725		47,187
Inter-segment sales	806		999
Interest expense	418		402
Other income (expense), net	307		275
Income (loss) before income taxes	1,375		4,001
Identifiable assets	110,538		97,842		89,939
Retail
Segment Reporting Information [Line Items]
Sales and merchandising revenues	27,658		30,713
Interest expense	170		215
Other income (expense), net	112		114
Income (loss) before income taxes	(2,335)		(3,169)
Identifiable assets	47,710		53,668		44,910
Other
Segment Reporting Information [Line Items]
Interest expense	112		(819)
Other income (expense), net	178		614
Income (loss) before income taxes	(7,224)		(3,965)
Identifiable assets	148,045		138,892		406,104
Noncontrolling Interests
Segment Reporting Information [Line Items]
Income (loss) before income taxes	$ 3,321		$ (266)

[1] Increase is related to gain on LTG partial share redemption. See Note 8. Related Party Transactions for details of the LTG gain in 2014.

XML

Business Acquisitions Business Acquisitions (Tables)

3 Months Ended

Mar. 31, 2014

Cycle Group, Inc.

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	77
Intangible assets	330
Property, plant and equipment	3,825
Total purchase price	$	4,232

Schedule Of Intangible Assets Acquired As Part Of Business Combination

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	150	5 years
Noncompete agreement	55		7 years
Patents	125		5 years
Total identifiable intangible assets	$	330	5 years *

*weighted average number of years

Mile Rail

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	512
Other assets	14
Intangible assets	650
Goodwill	4,167
Property, plant and equipment	2,605
Other liabilities	(144		)
Total purchase price	$	7,804

Schedule Of Intangible Assets Acquired As Part Of Business Combination

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	400	5 years
Noncompete agreement	250		5 years
Total identifiable intangible assets	$	650	5 years *

Green Plains Grain Company

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The summarized final purchase price allocation is as follows:

(in thousands)
Accounts receivable	$	19,174
Inventory	121,983
Property, plant and equipment	57,828
Intangible assets	4,600
Goodwill	33,175
Commodity derivatives	4,701
Other assets	1,775
Accounts payable	(91,001		)
Debt assumed	(29,632		)
Other liabilities and noncontrolling interests	(2,371		)
Total purchase price	$	120,232

Schedule Of Intangible Assets Acquired As Part Of Business Combination

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Supplier relationships	$	4,600	3 to 5 years
Total identifiable intangible assets	$	4,600	4 years *

*weighted average number of years

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Debt (Details Textual) (USD $)	Mar. 31, 2014	Mar. 04, 2014
Line of Credit Facility [Line Items]
Total borrowing capacity under lines of credit	$ 878,100,000	$ 400,000,000
Total available for borrowings under lines of credit	621,600,000
Secured Debt
Line of Credit Facility [Line Items]
Total borrowing capacity under lines of credit	28,100,000
Line of Credit
Line of Credit Facility [Line Items]
Total borrowing capacity under lines of credit		$ 850,000,000

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Components of property, plant and equipment

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Land	$	21,906	$	21,801	$	22,637
Land improvements and leasehold improvements	67,876		67,153		64,972
Buildings and storage facilities	234,109		231,976		219,500
Machinery and equipment	309,283		308,215		290,930
Software	13,403		13,351		13,464
Construction in progress	52,200		48,135		38,893
	698,777		690,631		650,396
Less: accumulated depreciation and amortization	312,645		303,173		286,089
	$	386,132	$	387,458	$	364,307

Components of railcar assets leased to others

The components of Railcar assets leased to others are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Railcar assets leased to others	$	316,520	$	317,750	$	325,633
Less: accumulated depreciation	78,986		77,129		80,927
	$	237,534	$	240,621	$	244,706

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Related Party Transactions (Details 2) (Lansing Trade Group [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Lansing Trade Group [Member]
Related Party Transaction [Line Items]
Sales	$ 2,222,994	$ 2,553,145
Gross profit	31,056	44,107
Income before income taxes	8,002	17,117
Net income	5,573	16,892
Net income attributable to LTG	$ 5,320	$ 16,798

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Derivatives (Details 3)	Mar. 31, 2014 lb	Dec. 31, 2013 bu	Mar. 31, 2013 bu
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	20,790,000	409,780,000	469,822,000
Non-exchange Traded
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	278,697,000	243,530,000	102,000
Non-exchange Traded | Corn
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	274,762,000	0	0
Non-exchange Traded | Soybeans
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	29,332,000	0	0
Non-exchange Traded | Wheat
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	11,485,000	0
Non-exchange Traded | Oats
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	0	8,562,000
Non-exchange Traded | Ethanol
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	0	0
Non-exchange Traded | Corn Oil
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	20,790,000	0	0
Non-exchange Traded | Other
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	207,000	0	0
Exchange Traded
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	253,300,000	166,250,000	0
Exchange Traded | Corn
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	124,420,000	0
Exchange Traded | Soybeans
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	0	0
Exchange Traded | Wheat
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	0	32,760,000
Exchange Traded | Oats
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	6,820,000	0
Exchange Traded | Ethanol
Amounts of quantities outstanding included in commodity derivative contracts
Nonmonetary notional amount	0	21,630,000	0

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Property, Plant and Equipment (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Components of Railcar assets leased to others
Railcar assets leased to others	$ 316,520	$ 317,750	$ 325,633
Less: accumulated depreciation	78,986	77,129	80,927
Railcar assets leased to others, net	$ 237,534	$ 240,621	$ 244,706

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Related Party Transactions (Details Textual) (USD $)	3 Months Ended			1 Months Ended			1 Months Ended			0 Months Ended
	Mar. 31, 2014 Director	Mar. 31, 2013	Dec. 31, 2013	Jul. 31, 2013 Lux JV Hold Co [Member]	Jul. 31, 2013 Thompsons Limited [Member]	Mar. 31, 2014 Thompsons Limited [Member]	Jul. 31, 2013 Lansing Trade Group [Member]	Mar. 31, 2014 The Andersons Ethanol Investment LLC	Mar. 31, 2014 The Andersons Marathon Ethanol LLC	Jan. 22, 2014 Lansing Trade Group LLC	Jan. 21, 2014 Lansing Trade Group LLC
Related Party Transaction [Line Items]
Agreement for partial redemption of equity method investment										$ 60,000,000
Proceeds from sale of investments in affiliates	31,457,000	0								31,500,000
Debt Instrument, Face Amount					64,000,000
Percentage of company ownership interest (percentage)				100.00%	50.00%	50.00%		66.00%	50.00%	39.20%	47.50%
Total Purchase Price				152,000,000	48,000,000		40,000,000
number of locations					12
Noncontrolling interest is attributed of all gains and losses of parent (percentage)								34.00%
Total distributions received from unconsolidated affiliates	65,600,000									28,500,000
Percentage of shares acquired from subsidiary (percentage)	100.00%
Voting interest in IANR (percentage)	49.90%
Voting interest held by the common shareholders (percentage)	50.10%
Rate of dividends accrued annually (percentage)	14.00%
Estimated fair value of the Company's investment in IANR	20,500,000
Number of board of directors (directors)	5
Directors from the Company (directors)	2
Directors from common shareholders (directors)	2
Independent director (directors)	1
Number of board of directors required to take key decision (directors)	4
Current maximum exposure to loss related to IANR	26,500,000
Investment and unpaid accrued dividends	6,000,000
Revenues recognized for the sale of ethanol	144,300,000	145,800,000
Revenues recognized for the sale of corn	117,200,000	204,900,000
Related party, Gross asset	24,000,000	5,000,000	8,900,000
Related party, Gross liability	10,300,000	800,000	1,200,000
Equity Method Investment, Realized Gain (Loss) on Disposal										17,100,000
Equity Method Investment, Realized Gain (Loss) on Disposal, Net of Tax										$ 10,700,000

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Business Acquisitions (Green Plains Grain Company Details) (USD $) In Thousands, unless otherwise specified				0 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 03, 2012 Green Plains Grain Company		Dec. 03, 2012 Other Intangible Assets Green Plains Grain Company	Dec. 03, 2012 Minimum Other Intangible Assets Green Plains Grain Company	Dec. 03, 2012 Maximum Other Intangible Assets Green Plains Grain Company
Business Acquisition [Line Items]
Accounts receivable				$ 19,174
Inventory				121,983
Property, plant and equipment				57,828
Intangible assets				4,600
Goodwill	58,554	58,554	54,387	33,175
Commodity derivatives				4,701
Other assets				1,775
Accounts payable				(91,001)
Debt assumed				(29,632)
Other liabilities and noncontrolling interests				(2,371)
Total Purchase Price				120,232
Intangible assets acquired				$ 4,600		$ 4,600
Useful Life							3 years	5 years
Weighted average useful life				4 years	[1]

[1] weighted average number of years

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Segment Information (Details Textual)	3 Months Ended
	Mar. 31, 2014 segment
Segment Reporting [Abstract]
Number of reportable segments (business segments)	6

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Condensed Consolidated Statements of Equity (Parenthetical) (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Additional Paid-in Capital
Income tax on stock option exercise and other shares issued to employees and directors	$ 1,530	$ 1,052
Stock option exercises and other shares issued to employees and directors, shares	214	118
Retained Earnings
Dividends declared, per common share	$ 0.11	$ 0.1066666667

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Business Acquisition (Details Textual) (USD $)					3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Aug. 05, 2013 Mile Rail	Mar. 31, 2013 Green Plains Grain Company	Dec. 03, 2012 Green Plains Grain Company bu T
Business Acquisition [Line Items]
number of locations				2
Goodwill	$ 58,554,000	$ 58,554,000	$ 54,387,000	$ 4,167,000		$ 33,175,000
Payable to acquiree						3,300,000
Grain storage capacity						32,000,000
Nutrient storage capacity						12,000
Goodwill increase					$ 3,000,000

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Derivatives (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Derivatives (Textual) [Abstract]
Maximum period in which contracts for the sale of grain to processors or other consumers extend (years)	1 year
Estimated fair value of inventory	$ 0	$ 0.3	$ 0.7

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Information

	Three months ended March 31,
	2014		2013
(in thousands)
Revenues from external customers
Grain	$	583,159	$	836,495
Ethanol	188,820		199,309
Plant Nutrient	107,630		111,902
Rail	52,302		46,364
Turf & Specialty	43,725		47,187
Retail	27,658		30,713
Total	$	1,003,294	$	1,271,970

	Three months ended March 31,
(in thousands)	2014		2013
Inter-segment sales
Grain	$	—	$	332
Plant Nutrient	7,367		7,697
Rail	109		104
Turf & Specialty	806		999
Total	$	8,282	$	9,132

	Three months ended March 31,
(in thousands)	2014		2013
Interest expense (income)
Grain	$	2,775	$	3,849
Ethanol	100		326
Plant Nutrient	771		918
Rail	1,656		1,513
Turf & Specialty	418		402
Retail	170		215
Other	112		(819		)
Total	$	6,002	$	6,404

	Three months ended March 31,
(in thousands)	2014		2013
Equity in earnings (loss) of affiliates, net
Grain	$	1,884	$	7,910
Ethanol	18,617		(106		)
Total	$	20,501	$	7,804

	Three months ended March 31,
(in thousands)	2014			2013
Other income (expense), net
Grain (a)	$	18,346		$	571
Ethanol	(226		)	231
Plant Nutrient	185			(25		)
Rail	710			946
Turf & Specialty	307			275
Retail	112			114
Other	178			614
Total	$	19,612		$	2,726

 (a) Increase is related to gain on LTG partial share redemption. See Note 8. Related Party Transactions for details of the LTG gain in 2014.

	Three months ended March 31,
(in thousands)	2014			2013
Income (loss) before income taxes
Grain	$	11,306		$	8,299
Ethanol	19,824			2,479
Plant Nutrient	(1,411		)	(562		)
Rail	15,045			14,574
Turf & Specialty	1,375			4,001
Retail	(2,335		)	(3,169		)
Other	(7,224		)	(3,965		)
Noncontrolling interests	3,321			(266		)
Total	$	39,901		$	21,391

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Identifiable assets
Grain	$	979,608	$	921,914	$	1,025,350
Ethanol	224,931		229,797		209,666
Plant Nutrient	311,219		268,238		323,653
Rail	303,532		312,654		302,717
Turf & Specialty	110,538		89,939		97,842
Retail	47,710		44,910		53,668
Other	148,045		406,104		138,892
Total	$	2,125,583	$	2,273,556	$	2,151,788

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2014

Pension Benefits

Employee Benefit Plans [Line Items]

Schedule of Defined Benefit Plans Disclosures

or the pension and postretirement benefit plans maintained by the Company for the three months ended March 31, 2014 and 2013:

	Pension Benefits
(in thousands)	Three months ended March 31,
	2014			2013
Service cost	$	43		$	—
Interest cost	1,162			1,065
Expected return on plan assets	(1,905		)	(1,755		)
Recognized net actuarial loss	207			392
Benefit income	$	(493	)	$	(298	)

Postretirement Benefits

Employee Benefit Plans [Line Items]

Schedule of Defined Benefit Plans Disclosures

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Debt (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Debt Instrument [Line Items]
Borrowings under short-term line of credit	$ 226,100	$ 0	$ 292,100
Long-term debt
Total current maturities of long-term debt	90,760	51,998	43,052
Total long-term debt, less current maturities	306,161	375,213	412,700
Nonrecourse
Debt Instrument [Line Items]
Borrowings under short-term line of credit	0	0	8,400
Long-term debt
Total current maturities of long-term debt	6,012	6,012	3,271
Total long-term debt, less current maturities	3,288	4,063	24,141
Recourse
Debt Instrument [Line Items]
Borrowings under short-term line of credit	226,100	0	283,700
Long-term debt
Total current maturities of long-term debt	84,748	45,986	39,781
Total long-term debt, less current maturities	$ 302,873	$ 371,150	$ 388,559

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Net income attributable to The Andersons, Inc.	$ 22,708	$ 12,578
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	104	49
Earnings available to common shareholders	$ 22,604	$ 12,529
Earnings per share - basic:
Weighted average shares outstanding - basic (shares)	28,155,000	27,912,000
Earnings per common share - basic (dollars per share)	$ 0.80	$ 0.45
Earnings per share - diluted:
Weighted average shares outstanding - basic (shares)	28,155,000	27,912,000
Effect of dilutive awards (shares)	69,000	150,000
Weighted average shares outstanding - diluted (shares)	28,224,000	28,062,000
Earnings per common share - diluted (dollars per share)	$ 0.80	$ 0.45
Earnings Per Share (Textual) [Abstract]
Antidilutive stock-based awards outstanding (shares)	0	0

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Company's investment balance in each of its equity method investees by entity

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
The Andersons Albion Ethanol LLC (a)	$	31,867	$	40,194	$	31,169
The Andersons Clymers Ethanol LLC (a)	40,412		44,418		32,900
The Andersons Marathon Ethanol LLC (a)	45,946		46,811		32,164
Lansing Trade Group, LLC (b)	60,837		106,028		91,752
Thompsons Limited (c)	49,520		49,833		—
Other	3,814		3,825		2,392
Total	$	232,396	$	291,109	$	190,377

Income (loss) earned from the Company's equity method investments by entity

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

	% ownership at March 31, 2014	Three months ended March 31,
(in thousands)		2014			2013
The Andersons Albion Ethanol LLC	53%	$	4,943		$	944
The Andersons Clymers Ethanol LLC	38%	5,539			(219		)
The Andersons Marathon Ethanol LLC	50%	8,135			(832		)
Lansing Trade Group, LLC	41% (a)	2,221			7,991
Thompsons Limited (b)	50%	(313		)	—
Other	5%-23%	(24		)	(80		)
Total		$	20,501		$	7,804

 (a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 2%

Schedule Of Summarized Unaudited Financial Information Of Equity Method Investment [Table Text Block]

In the first quarter of 2013, LTG qualified as a significant subsidiary of the Company under the income test. The following table presents the required summarized unaudited financial information of this investment for the three months ended March 31, 2014 and 2013:

(in thousands)	Three months ended March 31,
	2014		2013
Sales	$	2,222,994	$	2,553,145
Gross profit	31,056		44,107
Income before income taxes	8,002		17,117
Net income	5,573		16,892
Net income attributable to LTG	5,320		16,798

Schedule of aggregate summarized financial information of subsidiaries

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

	Three months ended March 31,
(in thousands)	2014		2013
Sales revenues	$	221,994	$	309,705
Service fee revenues (a)	5,638		5,801
Purchases of product	155,015		161,955
Lease income (b)	1,664		1,552
Labor and benefits reimbursement (c)	2,868		2,643
Other expenses (d)	486		358
Accounts receivable at March 31 (e)	30,609		12,550
Accounts payable at March 31 (f)	24,454		24,967

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

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

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

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

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

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

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014, December 31, 2013 and March 31, 2013:

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

(in thousands)	December 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	97,751	$	—		$	—	$	97,751
Restricted cash	408		—			—		408
Commodity derivatives, net (a)	50,777		(49,810		)	—		967
Convertible preferred securities (b)	—		—			25,720		25,720
Other assets and liabilities (c)	10,143		(159		)	—		9,984
Total	$	159,079	$	(49,969	)	$	25,720	$	134,830

(in thousands)	March 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	49,202	$	—		$	—	$	49,202
Restricted cash	635		—			—		635
Commodity derivatives, net (a)	110,581		(5,066		)	—		105,515
Convertible preferred securities (b)	—		—			17,710		17,710
Other assets and liabilities (c)	8,861		(1,784		)	—		7,077
Total	$	169,279	$	(6,850	)	$	17,710	$	180,139

(a) Includes associated cash posted/received as collateral

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

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

Beginning and ending balances for the Company's fair value measurements using Level 3 inputs

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

	2014			2013
(in thousands)	Convertible preferred securities			Convertible preferred securities
Asset (liability) at December 31,	$	25,720		$	17,220
Unrealized gains included in other comprehensive income	(5,190		)	490
Asset at March 31,	$	20,530		$	17,710

Fair Value Inputs, Assets, Quantitative Information

The following table summarizes information about the Company's Level 3 fair value measurements as of March 31, 2014:

Quantitative Information about Level 3 Fair Value Measurements
					Range
(in thousands)	Fair Value as of March 31, 2014		Valuation Method	Unobservable Input	Low		High		Weighted Average
Convertible Preferred Securities	$	20,530	Market Approach	EBITDA Multiples	7.50		8.00		7.75
			Income Approach	Discount Rate	14.5	%	14.5	%	14.5	%

Fair value of long-term debt estimated using quoted market prices or discounted future cash flows

(in thousands)	March 31, 2014		December 31, 2013
Fair value of long-term debt, including current maturities	$	400,495	$	429,723
Fair value in excess of carrying value	3,574		2,512

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Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Thousands, unless otherwise specified	Total		Common Shares	Additional Paid-in Capital	Treasury Shares	Accumulated Other Comprehensive Loss	Retained Earnings	Noncontrolling Interests
Beginning Balance at Dec. 31, 2012	$ 611,445		$ 96	$ 181,627	$ (12,559)	$ (45,379)	$ 470,628	$ 17,032
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	12,312						12,578	(266)
Other comprehensive income	2,102	[1]				2,102
Noncontrolling Interest, cash distributions or proceeds received	152							152
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,530 (214 shares) and $1,052 (118 shares) for the period March 31, 2014 and 2013, respectively	1,304			163	1,141
Dividends declared ($0.1100 and $0.1067 per common share for the year March 31, 2014 and 2013, respectively)	(2,995)						(2,995)
Performance share unit dividend equivalents	0			55			(55)
Ending Balance at Mar. 31, 2013	624,320		96	181,845	(11,418)	(43,277)	480,156	16,918
Beginning Balance at Dec. 31, 2013	724,421		96	184,380	(10,222)	(21,181)	548,401	22,947
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	26,029						22,708	3,321
Other comprehensive income	(2,976)	[1]				(2,976)
Noncontrolling Interest, cash distributions or proceeds received	(2,451)							(2,451)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,530 (214 shares) and $1,052 (118 shares) for the period March 31, 2014 and 2013, respectively	1,490			18	1,472
Payment of cash in lieu for stock split (187 shares)	(58)			(58)
Dividends declared ($0.1100 and $0.1067 per common share for the year March 31, 2014 and 2013, respectively)	(3,126)						(3,126)
Performance share unit dividend equivalents	0			134			(134)
Ending Balance at Mar. 31, 2014	$ 743,329		$ 96	$ 184,474	$ (8,750)	$ (24,157)	$ 567,849	$ 23,817

[1] All amounts are net of tax. Amounts in parentheses indicates debits

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Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-term debt

The Company’s short-term and long-term debt at March 31, 2014, December 31, 2013 and March 31, 2013 consisted of the following:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Borrowings under short-term line of credit – nonrecourse	$	—	$	—	$	8,400
Borrowings under short-term line of credit – recourse	226,100		—		283,700
Total borrowings under short-term line of credit	$	226,100	$	—	$	292,100
Current maturities of long-term debt – nonrecourse	$	6,012	$	6,012	$	3,271
Current maturities of long-term debt – recourse	84,748		45,986		39,781
Total current maturities of long-term debt	$	90,760	$	51,998	$	43,052
Long-term debt, less current maturities – nonrecourse	$	3,288	$	4,063	$	24,141
Long-term debt, less current maturities – recourse	302,873		371,150		388,559
Total long-term debt, less current maturities	$	306,161	$	375,213	$	412,700

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Derivatives (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Derivatives, Fair Value [Line Items]
Commodity derivative assets	$ (88,498)	$ 31,055	$ 35,403
Commodity derivative liabilities	0	0	0
Commodity derivative assets - current	119,330	71,319	158,079
Commodity derivative assets - noncurrent	1,365	246	813
Commodity derivative liabilities - current	(32,153)	(63,954)	(50,157)
Commodity derivative liabilities - noncurrent	(734)	(6,644)	(3,220)
Commodity
Derivatives, Fair Value [Line Items]
Commodity derivative assets	92,915	70,870	106,584
Commodity derivative liabilities	(147,898)	(85,383)	(74,102)
Cash collateral	142,791	15,480	73,033
Total	87,808	967	105,515
Commodity | Commodity derivative assets - current
Derivatives, Fair Value [Line Items]
Commodity derivative assets	86,512	69,289	101,833
Commodity derivative liabilities	(109,973)	(13,450)	(16,787)
Cash collateral	142,791	15,480	73,033
Commodity derivative assets - current	119,330	71,319	158,079
Commodity | Commodity derivative assets - noncurrent
Derivatives, Fair Value [Line Items]
Commodity derivative assets	1,543	246	834
Commodity derivative liabilities	(178)	0	(21)
Cash collateral	0	0	0
Commodity derivative assets - noncurrent	1,365	246	813
Commodity | Commodity derivative liabilities - current
Derivatives, Fair Value [Line Items]
Commodity derivative assets	4,552	1,286	3,898
Commodity derivative liabilities	(36,705)	(65,240)	(54,055)
Cash collateral	0	0	0
Commodity derivative liabilities - current	(32,153)	(63,954)	(50,157)
Commodity | Commodity derivative liabilities - noncurrent
Derivatives, Fair Value [Line Items]
Commodity derivative assets	308	49	19
Commodity derivative liabilities	(1,042)	(6,693)	(3,239)
Cash collateral	0	0	0
Commodity derivative liabilities - noncurrent	$ (734)	$ (6,644)	$ (3,220)

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified																										3 Months Ended
	Mar. 31, 2014		Dec. 31, 2013		Mar. 31, 2013		Mar. 31, 2014 Level 1		Dec. 31, 2013 Level 1		Mar. 31, 2013 Level 1		Mar. 31, 2014 Level 2		Dec. 31, 2013 Level 2		Mar. 31, 2013 Level 2		Mar. 31, 2014 Level 3		Dec. 31, 2013 Level 3		Mar. 31, 2013 Level 3		Mar. 31, 2014 Convertible Preferred Stock Level 3	Mar. 31, 2014 Market Approach Valuation Technique Convertible Preferred Stock Level 3	Mar. 31, 2014 Market Approach Valuation Technique Minimum Convertible Preferred Stock Level 3	Mar. 31, 2014 Market Approach Valuation Technique Maximum Convertible Preferred Stock Level 3	Mar. 31, 2014 Income Approach Valuation Technique Convertible Preferred Stock Level 3	Mar. 31, 2014 Income Approach Valuation Technique Minimum Convertible Preferred Stock Level 3	Mar. 31, 2014 Income Approach Valuation Technique Maximum Convertible Preferred Stock Level 3
Assets and liabilities measured at fair value on a recurring basis
Cash equivalents	$ 25,821		$ 97,751		$ 49,202		$ 25,821		$ 97,751		$ 49,202		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0
Restricted cash	652		408		635		652		408		635		0		0		0		0		0		0
Commodity derivatives, net	87,808		967	[1]	105,515	[1]	82,626		50,777	[1]	110,581	[1]	5,182		(49,810)	[1]	(5,066)	[1]	0		0	[1]	0	[1]
Convertible preferred securities	20,530	[2]	25,720	[2]	17,710	[2]	0	[2]	0	[2]	0	[2]	0	[2]	0	[2]	0	[2]	20,530	[2]	25,720	[2]	17,710	[2]
Other assets and liabilities	10,009	[1]	9,984	[3]	7,077	[3]	10,960	[1]	10,143	[3]	8,861	[3]	(951)	[1]	(159)	[3]	(1,784)	[3]	0	[1]	0	[3]	0	[3]
Total	144,820		134,830		180,139		120,059		159,079		169,279		4,231		(49,969)		(6,850)		20,530		25,720		17,710
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value																									$ 20,530
Fair Value Inputs, Earnings before Interest, Taxes, Depreciation, and Amortization Multiple																										7.75	7.50	8.00
Fair Value Inputs, Discount Rate																													14.50%	14.50%	14.50%

[1] Includes associated cash posted/received as collateral

[2] Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets

[3] Included in other assets and liabilities are interest rate and foreign currency derivatives and swaptions (Level 2) and deferred compensation assets (Level 1)

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013		Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 43,693		$ 309,085		$ 58,284
Restricted cash	652		408		635
Accounts receivable, net	191,972		173,930		197,842
Inventories	725,584		614,923		753,378
Commodity derivative assets – current	119,330		71,319		158,079
Deferred income taxes	9,104		4,931		15,482
Other current assets	48,214		47,188		63,350
Total current assets	1,138,549		1,221,784		1,247,050
Other assets:
Commodity derivative assets – noncurrent	1,365		246		813
Goodwill	58,554		58,554		54,387
Other assets, net	55,974		59,456		50,148
Pension assets	15,079		14,328		0
Equity method investments	232,396		291,109		190,377
Investments and Other Noncurrent Assets	363,368		423,693		295,725
Railcar assets leased to others, net	237,534		240,621		244,706
Property, plant and equipment, net	386,132		387,458		364,307
Total assets	2,125,583		2,273,556		2,151,788
Current liabilities:
Borrowings under short-term line of credit	226,100		0		292,100
Accounts payable for grain	183,998		592,183		183,997
Other accounts payable	177,623		154,599		182,013
Customer prepayments and deferred revenue	124,981		59,304		160,191
Commodity derivative liabilities – current	32,153		63,954		50,157
Accrued expenses and other current liabilities	56,290		70,295		52,519
Current maturities of long-term debt	90,760		51,998		43,052
Total current liabilities	891,905		992,333		964,029
Other long-term liabilities	14,749		15,386		16,898
Commodity derivative liabilities – noncurrent	734		6,644		3,220
Employee benefit plan obligations	39,989		39,477		52,927
Long-term debt, less current maturities	306,161		375,213		412,700
Deferred income taxes	128,716		120,082		77,694
Total liabilities	1,382,254		1,549,135		1,527,468
Commitments and contingencies
Shareholders’ equity:
Common shares, without par value (42,000 shares authorized; 28,797 shares issued)	96		96		96
Preferred shares, without par value (1,000 shares authorized; none issued)	0		0		0
Additional paid-in-capital	184,474		184,380		181,845
Treasury shares, at cost (378, 607 and 713 shares at 3/31/14, 12/31/13 and 3/31/13, respectively)	(8,750)		(10,222)		(11,418)
Accumulated other comprehensive loss	(24,157)	[1]	(21,181)	[1]	(43,277)	[1]
Retained earnings	567,849		548,401		480,156
Total shareholders’ equity of The Andersons, Inc.	719,512		701,474		607,402
Noncontrolling interests	23,817		22,947		16,918
Total equity	743,329		724,421		624,320
Total liabilities and equity	$ 2,125,583		$ 2,273,556		$ 2,151,788

[1] All amounts are net of tax. Amounts in parentheses indicates debits

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Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Pension Benefits
Components of the net periodic benefit cost
Service cost	$ 43	$ 0
Interest cost	1,162	1,065
Expected return on plan assets	(1,905)	(1,755)
Recognized net actuarial loss	207	392
Benefit cost (income)	(493)	(298)
Postretirement Benefits
Components of the net periodic benefit cost
Service cost	187	224
Interest cost	393	346
Amortization of prior service cost	(136)	(136)
Recognized net actuarial loss	229	359
Benefit cost (income)	$ 673	$ 793

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Increase in estimated fair value of investment in debt securities, tax	$ (1,958)	$ 187
Unrecognized actuarial loss and prior service cost, income taxes	113	232
Income tax on cash flow hedge activity	$ 42	$ 96

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Business Acquisitions Business Acquisitions (Cycle Group, Inc Details) (Cycle Group, Inc., USD $) In Thousands, unless otherwise specified	0 Months Ended
	Dec. 09, 2013
Business Acquisition [Line Items]
Inventory	$ 77
Intangible assets	330
Property, plant and equipment	3,825
Total Purchase Price	4,232
Intangible assets acquired	330
Weighted average useful life	5 years	[1]
Customer Relationships
Business Acquisition [Line Items]
Intangible assets acquired	150
Useful Life	5 years
Noncompete agreement
Business Acquisition [Line Items]
Intangible assets acquired	55
Useful Life	7 years
Patents
Business Acquisition [Line Items]
Intangible assets acquired	$ 125
Useful Life	5 years

[1] weighted average number of years

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014 bu	Dec. 31, 2013 bu	Mar. 31, 2013 bu
Inventory, Net [Abstract]
Grain	$ 488,492	$ 432,893	$ 507,927
Ethanol and by-products	17,658	14,453	25,531
Agricultural fertilizer and supplies	151,144	100,593	157,882
Lawn and garden fertilizer and corncob products	37,218	39,960	30,343
Retail merchandise	26,205	22,505	28,097
Railcar repair parts	4,661	4,312	3,469
Other	206	207	129
Total inventories	$ 725,584	$ 614,923	$ 753,378
Bushels of grain held in storage and excluded from inventory calculations	5,600,000	13,300,000	17,700,000

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Accumulated Other Comprehensive Income Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Schedule of Reclassifciations Out of Accumulated Other Comprehensive Income [Line Items]
Income (loss) before income taxes	$ 39,901		$ 21,391
Income tax benefit	(13,872)		(9,079)
Net income	26,029		12,312
Reclassification out of Accumulated Other Comprehensive Income
Schedule of Reclassifciations Out of Accumulated Other Comprehensive Income [Line Items]
Net income	(85)	[1]	(85)	[1]
Defined Benefit Plan Items | Reclassification out of Accumulated Other Comprehensive Income
Schedule of Reclassifciations Out of Accumulated Other Comprehensive Income [Line Items]
Amortization of prior-service cost	(136)	[1],[2]	(136)	[1],[2]
Income (loss) before income taxes	(136)	[1]	(136)	[1]
Income tax benefit	51	[1]	51	[1]
Net income	$ (85)	[1]	$ (85)	[1]

[1] Amounts in parentheses indicate debits to profit/loss

[2] This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (see Note 6. Employee Benefit Plans footnote for additional details).

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three months ended March 31, 2014, the income tax effective rate was 34.8%. For the three months ended March 31, 2013, the income tax effective rate was 42.4%. The higher 2013 effective tax rate was due primarily to a correction made with respect to the accounting for the other comprehensive income (“OCI”) portion of the Company’s retiree health care plan liability and the Medicare Part D subsidy. The 2014 effective tax rate also reflects a benefit associated with income attributable to noncontrolling interests that does not increase tax expense.

The Company's 2013 income tax provision includes deferred tax expense of $1.4 million due to a correction of other comprehensive income related to the portion of the Company's retiree health care plan liability and the Medicare Part D subsidy. The correction related to the years 2009 through 2012 and was recorded during the first quarter of 2013. The impact of this error on amounts previously reported was determined to be immaterial to the Consolidated Financial Statements. As a result of the correction of the error, deferred income tax expense for the three months ended March 31, 2013 increased and accumulated other comprehensive loss decreased by $1.4 million.

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Components of property, plant and equipment
Land	$ 21,906	$ 21,801	$ 22,637
Land improvements and leasehold improvements	67,876	67,153	64,972
Buildings and storage facilities	234,109	231,976	219,500
Machinery and equipment	309,283	308,215	290,930
Software	13,403	13,351	13,464
Construction in progress	52,200	48,135	38,893
Property, plant and equipment, gross	698,777	690,631	650,396
Less: accumulated depreciation and amortization	312,645	303,173	286,089
Property, plant and equipment, net	$ 386,132	$ 387,458	$ 364,307

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory, Net [Abstract]

Classes of inventories

Major classes of inventories are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Grain	$	488,492	$	432,893	$	507,927
Ethanol and by-products	17,658		14,453		25,531
Agricultural fertilizer and supplies	151,144		100,593		157,882
Lawn and garden fertilizer and corncob products	37,218		39,960		30,343
Retail merchandise	26,205		22,505		28,097
Railcar repair parts	4,661		4,312		3,469
Other	206		207		129
	$	725,584	$	614,923	$	753,378

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities
Net income	$ 26,029	$ 12,312
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	13,856	14,801
Bad debt expense	377	269
Cash distributions in excess of income of unconsolidated affiliates	45,061	531
Gain on sale of investments in affiliates	(17,055)	0
Gains on sales of railcars and related leases	(10,769)	(9,699)
Excess tax benefit from share-based payment arrangement	(1,608)	(55)
Deferred income taxes	6,264	805
Stock-based compensation expense	1,462	768
Other	(2,504)	102
Changes in operating assets and liabilities:
Accounts receivable	(19,390)	11,815
Inventories	(110,661)	23,299
Commodity derivatives	(86,842)	(34,915)
Other assets	(1,730)	(9,534)
Accounts payable for grain	(408,185)	(398,656)
Other accounts payable and accrued expenses	67,082	52,174
Net cash used in operating activities	(498,613)	(335,983)
Investing Activities
Acquisition of businesses, net of cash acquired	0	(3,345)
Purchases of railcars	(14,005)	(44,241)
Proceeds from sale of railcars	25,465	36,144
Purchases of property, plant and equipment	(5,523)	(6,194)
Proceeds from sale of property, plant and equipment	108	68
Proceeds from sale of investments in affiliates	31,457	0
Change in restricted cash	(244)	(237)
Net cash provided by (used in) investing activities	37,258	(17,805)
Financing Activities
Net change in short-term borrowings	226,100	267,881
Proceeds from issuance of long-term debt	3,598	25,254
Payments of long-term debt	(30,560)	(17,888)
Proceeds from sale of treasury shares to employees and directors	1,499	1,587
Payment of debt issuance costs	(3,175)	(46)
Dividends paid	(3,107)	(2,989)
Excess tax benefit from share-based payment arrangement	1,608	55
Net cash provided by financing activities	195,963	273,854
Decrease in cash and cash equivalents	(265,392)	(79,934)
Cash and cash equivalents at beginning of period	309,085	138,218
Cash and cash equivalents at end of period	43,693	58,284
Supplemental disclosure of cash flow information
Capital project costs incurred but not yet paid	4,020	4,372
Purchase of capitalized software through seller-financing	$ 2,562	$ 4,294

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Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Statement of Financial Position [Abstract]
Common shares, par value (dollars per share)	$ 0	$ 0	$ 0
Common shares, shares authorized (shares)	42,000,000	42,000,000	42,000,000
Common shares, shares issued (shares)	28,797,000	28,797,000	28,797,000
Preferred shares, par value (dollars per share)	$ 0	$ 0	$ 0
Preferred shares, shares authorized (shares)	1,000,000	1,000,000	1,000,000
Preferred shares, shares issued (shares)	0	0	0
Treasury shares, at cost (shares)	378,000	607,000	713,000

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Equity Method Investments

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

On January 22, 2014, the Company entered into an agreement with LTG for a partial redemption of the Company's investment in LTG for $60 million. The redemption reduced the Company's interest in LTG from approximately 47.5 percent to approximately 39.2 percent on a fully diluted basis. A portion of the proceeds ($28.5 million) was considered a distribution of earnings and reduced the Company's cost basis in LTG. The difference between the remaining proceeds of $31.5 million and the new cost basis of the shares sold, net of deal costs, resulted in a book gain of $17.1 million ($10.7 million after tax). This gain was recorded in Other income, net for the three months ended March 31, 2014.

In July 2013, the Company, along with Lansing Trade Group, LLC established joint ventures that acquired 100% of the stock of Thompsons Limited, including its investment in the related U.S. operating company, for a purchase price of $152 million, which included an adjustment for excess working capital. The purchase price included $48 million cash paid by the Company, $40 million cash paid by LTG, and $64 million of external debt at Thompsons Limited. As part of the purchase LTG also contributed a Canadian branch of its business to Thompsons Limited. Each Company owns 50% of the investment. Thompsons Limited is a grain and food-grade bean handler and agronomy input provider, headquartered in Blenheim, Ontario, and operates 12 locations across Ontario and Minnesota. The Company does not hold a majority of the outstanding shares of the Thompsons Limited joint ventures. All major operating decisions of these joint ventures are made by their Board of Directors, and the Company does not have a majority of the board seats. Due to these factors, the Company does not have control over these joint ventures and accounts for these investments under the equity method of accounting.

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
The Andersons Albion Ethanol LLC (a)	$	31,867	$	40,194	$	31,169
The Andersons Clymers Ethanol LLC (a)	40,412		44,418		32,900
The Andersons Marathon Ethanol LLC (a)	45,946		46,811		32,164
Lansing Trade Group, LLC (b)	60,837		106,028		91,752
Thompsons Limited (c)	49,520		49,833		—
Other	3,814		3,825		2,392
Total	$	232,396	$	291,109	$	190,377

(a) Decrease in LLCs investment balance is due to cash distributions made during the first quarter of 2014, partially offset by strong earnings

(b) Decrease in LTG investment balance is driven by the sale of a portion of the Company's interest in LTG during the first quarter of 2014

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

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

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

	% ownership at March 31, 2014	Three months ended March 31,
(in thousands)		2014			2013
The Andersons Albion Ethanol LLC	53%	$	4,943		$	944
The Andersons Clymers Ethanol LLC	38%	5,539			(219		)
The Andersons Marathon Ethanol LLC	50%	8,135			(832		)
Lansing Trade Group, LLC	41% (a)	2,221			7,991
Thompsons Limited (b)	50%	(313		)	—
Other	5%-23%	(24		)	(80		)
Total		$	20,501		$	7,804

 (a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 2%

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

Total distributions received from unconsolidated affiliates, excluding proceeds on sale of investments of affiliates, were $65.6 million for the three months ended March 31, 2014.

In the first quarter of 2013, LTG qualified as a significant subsidiary of the Company under the income test. The following table presents the required summarized unaudited financial information of this investment for the three months ended March 31, 2014 and 2013:

(in thousands)	Three months ended March 31,
	2014		2013
Sales	$	2,222,994	$	2,553,145
Gross profit	31,056		44,107
Income before income taxes	8,002		17,117
Net income	5,573		16,892
Net income attributable to LTG	5,320		16,798

Investment in Debt Securities

The Company owns 100% of the cumulative convertible preferred shares of Iowa Northern Railway Corporation (“IANR”), which operates a short-line railroad in Iowa. As a result of this investment, the Company has a 49.9% voting interest in IANR, with the remaining 50.1% voting interest held by the common shareholders. The preferred shares have certain rights associated with them, including voting, dividends, liquidation, redemption and conversion. Dividends accrue to the Company at a rate of 14% annually whether or not declared by IANR and are cumulative in nature. The Company can convert its preferred shares into common shares of IANR at any time, but the shares cannot be redeemed until May 2015. This investment is accounted for as “available-for-sale” debt securities in accordance with ASC 320 and is carried at estimated fair value in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheet. The estimated fair value of the Company’s investment in IANR as of March 31, 2014 was $20.5 million.

Based on the Company’s assessment, IANR is considered a variable interest entity (“VIE”). Since the Company does not possess the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, it is not considered to be the primary beneficiary of IANR and therefore does not consolidate IANR. The decisions that most significantly impact the economic performance of IANR are made by IANR’s Board of Directors. The Board of Directors has five directors; two directors from the Company, two directors from the common shareholders and one independent director who is elected by unanimous decision of the other four directors. The vote of four of the five directors is required for all key decisions.

The Company’s current maximum exposure to loss related to IANR is $26.5 million, which represents the Company’s investment at fair value plus unpaid accrued dividends to date of $6.0 million. The Company does not have any obligation or commitments to provide additional financial support to IANR.

Related Party Transactions

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

	Three months ended March 31,
(in thousands)	2014		2013
Sales revenues	$	221,994	$	309,705
Service fee revenues (a)	5,638		5,801
Purchases of product	155,015		161,955
Lease income (b)	1,664		1,552
Labor and benefits reimbursement (c)	2,868		2,643
Other expenses (d)	486		358
Accounts receivable at March 31 (e)	30,609		12,550
Accounts payable at March 31 (f)	24,454		24,967

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

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

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

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

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

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

For the quarters ended March 31, 2014 and 2013, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $144.3 million and $145.8 million, respectively. For the quarters ended March 31, 2014 and 2013, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs under these agreements were $117.2 million and $204.9 million, respectively.

From time to time, the Company enters into derivative contracts with certain of its related parties for the purchase and sale of corn and ethanol, for similar price risk mitigation purposes and on similar terms as the purchase and sale derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties for the periods ended March 31, 2014, December 31, 2013 and March 31, 2013 was $24.0 million, $8.9 million, and $5.0 million, respectively. The fair value of derivative contract liabilities with related parties for the periods ended March 31, 2014, December 31, 2013 and March 31, 2013 was $10.3 million, $1.2 million, and $0.8 million, respectively.

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Document and Entity Information In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	ANDERSONS INC
Entity Central Index Key	0000821026
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		28.2

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Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014, December 31, 2013 and March 31, 2013:

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

(in thousands)	December 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	97,751	$	—		$	—	$	97,751
Restricted cash	408		—			—		408
Commodity derivatives, net (a)	50,777		(49,810		)	—		967
Convertible preferred securities (b)	—		—			25,720		25,720
Other assets and liabilities (c)	10,143		(159		)	—		9,984
Total	$	159,079	$	(49,969	)	$	25,720	$	134,830

(in thousands)	March 31, 2013
Assets (liabilities)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	49,202	$	—		$	—	$	49,202
Restricted cash	635		—			—		635
Commodity derivatives, net (a)	110,581		(5,066		)	—		105,515
Convertible preferred securities (b)	—		—			17,710		17,710
Other assets and liabilities (c)	8,861		(1,784		)	—		7,077
Total	$	169,279	$	(6,850	)	$	17,710	$	180,139

(a) Includes associated cash posted/received as collateral

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

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

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

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

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

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

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

	2014			2013
(in thousands)	Convertible preferred securities			Convertible preferred securities
Asset (liability) at December 31,	$	25,720		$	17,220
Unrealized gains included in other comprehensive income	(5,190		)	490
Asset at March 31,	$	20,530		$	17,710

The following table summarizes information about the Company's Level 3 fair value measurements as of March 31, 2014:

Quantitative Information about Level 3 Fair Value Measurements
					Range
(in thousands)	Fair Value as of March 31, 2014		Valuation Method	Unobservable Input	Low		High		Weighted Average
Convertible Preferred Securities	$	20,530	Market Approach	EBITDA Multiples	7.50		8.00		7.75
			Income Approach	Discount Rate	14.5	%	14.5	%	14.5	%

Fair Value of Financial Instruments

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

(in thousands)	March 31, 2014		December 31, 2013
Fair value of long-term debt, including current maturities	$	400,495	$	429,723
Fair value in excess of carrying value	3,574		2,512

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

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Condensed Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Sales and merchandising revenues	$ 1,003,294	$ 1,271,970
Cost of sales and merchandising revenues	926,519	1,192,697
Gross profit	76,775	79,273
Operating, administrative and general expenses	70,985	62,008
Interest expense	6,002	6,404
Other income:
Equity in earnings of affiliates, net	20,501	7,804
Other income, net	19,612	2,726
Income before income taxes	39,901	21,391
Income tax provision	13,872	9,079
Net income	26,029	12,312
Net income (loss) attributable to the noncontrolling interests	3,321	(266)
Net income attributable to The Andersons, Inc.	$ 22,708	$ 12,578
Per common share:
Basic earnings attributable to The Andersons, Inc. common shareholders (dollars per share)	$ 0.80	$ 0.45
Diluted earnings attributable to The Andersons, Inc. common shareholders (dollars per share)	$ 0.80	$ 0.45
Dividends paid (dollars per share)	$ 0.11	$ 0.1066666667

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

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

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Land	$	21,906	$	21,801	$	22,637
Land improvements and leasehold improvements	67,876		67,153		64,972
Buildings and storage facilities	234,109		231,976		219,500
Machinery and equipment	309,283		308,215		290,930
Software	13,403		13,351		13,464
Construction in progress	52,200		48,135		38,893
	698,777		690,631		650,396
Less: accumulated depreciation and amortization	312,645		303,173		286,089
	$	386,132	$	387,458	$	364,307

Depreciation expense on property, plant and equipment amounted to $9.9 million, $37.5 million and $9.3 million for the year-to-date periods ended March 31, 2014, December 31, 2013, and March 31, 2013, respectively.

In December 2013, the Company recorded charges totaling $4.4 million for asset impairment, primarily due to the write down of asset values in Retail. 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, which were not material, as Level 3 in the fair value hierarchy. 

Railcar assets leased to others

The components of Railcar assets leased to others are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Railcar assets leased to others	$	316,520	$	317,750	$	325,633
Less: accumulated depreciation	78,986		77,129		80,927
	$	237,534	$	240,621	$	244,706

Depreciation expense on railcar assets leased to others amounted to $3.4 million, $14.7 million and $3.7 million for the year-to-date periods ended March 31, 2014, December 31, 2013 and March 31, 2013, respectively.

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Inventories

3 Months Ended

Mar. 31, 2014

Inventory, Net [Abstract]

Inventories

Inventories

Major classes of inventories are as follows:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Grain	$	488,492	$	432,893	$	507,927
Ethanol and by-products	17,658		14,453		25,531
Agricultural fertilizer and supplies	151,144		100,593		157,882
Lawn and garden fertilizer and corncob products	37,218		39,960		30,343
Retail merchandise	26,205		22,505		28,097
Railcar repair parts	4,661		4,312		3,469
Other	206		207		129
	$	725,584	$	614,923	$	753,378

Inventories on the Condensed Consolidated Balance Sheets at March 31, 2014, December 31, 2013 and March 31, 2013 do not include 5.6 million, 13.3 million and 17.7 million bushels of grain, respectively, held in storage for others. The Company does not have title to the grain and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management does not anticipate material losses on any deficiencies.

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Accumulated Other Comprehensive Income (Notes)

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, 2014 and 2013:

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

Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		For the three months ended March 31, 2013
(in thousands)		Losses on Cash Flow Hedges			Investment in Debt Securities		Defined Benefit Plan Items			Total
Beginning Balance		$	(902	)	$	2,569	$	(47,046	)	$	(45,379	)
	Other comprehensive income before reclassifications	30			303		1,854			2,187
	Amounts reclassified from accumulated other comprehensive income (loss)	—			—		(85		)	(85		)
Net current-period other comprehensive income		30			303		1,769			2,102
Ending balance		$	(872	)	$	2,872	$	(45,277	)	$	(43,277	)

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

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

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

Reclassifications Out of Accumulated Other Comprehensive Income (loss) (a)
(in thousands)	For the three months ended March 31, 2013
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(136	)	(b)
	(136		)	Total before tax
	51			Tax expense
	$	(85	)	Net of tax
Total reclassifications for the period	$	(85	)	Net of tax

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

(b) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (see Note 6. Employee Benefit Plans footnote for additional details).

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Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt

Debt

The Company is party to borrowing arrangements with a syndicate of banks. One such agreement was amended on March 4, 2014 and provides the Company with $850 million in lines of credit. The Company can designate up to $400 million of borrowings as long-term when the debt is used for long-term purposes such as replacing long-term debt that is maturing, funding the purchase of long-term assets, or increasing permanent working capital when needed. The maturity date for the lines of credit is March 2019. See Note 10 in the Company’s 2013 Form 10-K for an additional description of the remaining arrangements. Total borrowing capacity for the Company under all lines of credit is currently at $878.1 million, including $28.1 million non-recourse debt of The Andersons Denison Ethanol LLC ("TADE"). At March 31, 2014, the Company had a total of $621.6 million available for borrowing under its lines of credit. The Company was in compliance with all financial and non-financial covenants as of March 31, 2014.

The Company’s short-term and long-term debt at March 31, 2014, December 31, 2013 and March 31, 2013 consisted of the following:

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Borrowings under short-term line of credit – nonrecourse	$	—	$	—	$	8,400
Borrowings under short-term line of credit – recourse	226,100		—		283,700
Total borrowings under short-term line of credit	$	226,100	$	—	$	292,100
Current maturities of long-term debt – nonrecourse	$	6,012	$	6,012	$	3,271
Current maturities of long-term debt – recourse	84,748		45,986		39,781
Total current maturities of long-term debt	$	90,760	$	51,998	$	43,052
Long-term debt, less current maturities – nonrecourse	$	3,288	$	4,063	$	24,141
Long-term debt, less current maturities – recourse	302,873		371,150		388,559
Total long-term debt, less current maturities	$	306,161	$	375,213	$	412,700

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

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 months ended March 31, 2014 and 2013:

	Pension Benefits
(in thousands)	Three months ended March 31,
	2014			2013
Service cost	$	43		$	—
Interest cost	1,162			1,065
Expected return on plan assets	(1,905		)	(1,755		)
Recognized net actuarial loss	207			392
Benefit income	$	(493	)	$	(298	)

	Postretirement Benefits
(in thousands)	Three months ended March 31,
	2014			2013
Service cost	$	187		$	224
Interest cost	393			346
Amortization of prior service cost	(136		)	(136		)
Recognized net actuarial loss	229			359
Benefit cost	$	673		$	793

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Business Acquisitions Business Acquisitions (Mile Rail, LLC Details) (USD $) In Thousands, unless otherwise specified				0 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Aug. 05, 2013 Mile Rail		Aug. 05, 2013 Mile Rail Customer Relationships	Aug. 05, 2013 Mile Rail Noncompete agreement
Business Acquisition [Line Items]
Inventory				$ 512
Other assets				14
Intangible assets				650			250
Goodwill	58,554	58,554	54,387	4,167
Property, plant and equipment				2,605
Other liabilities				(144)
Total Purchase Price				7,804
Customer relationship				$ 650		$ 400
Useful Life						5 years	5 years
Weighted average useful life				5 years	[1]

[1] weighted average number of years

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Derivatives

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

The Company’s operating results are affected by changes to commodity prices. The Grain and Ethanol businesses have established “unhedged” position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract to lock in the price). To reduce the exposure to market price risk on commodities owned and forward grain and ethanol purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over the counter forward and option contracts with various counterparties. The exchange traded contracts are primarily via the regulated Chicago Mercantile Exchange. 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 same method it uses to value its grain inventory. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which physical delivery occurs, balance sheet classification is based on estimated delivery date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.

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

Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a future, option or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a future, option or an over-the-counter contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. The Company nets, by counterparty, its futures and over-the-counter positions against the cash collateral provided or received. 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 March 31, 2014, December 31, 2013 and March 31, 2013, 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 short-term commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:

	March 31, 2014					December 31, 2013				March 31, 2013
(in thousands)	Net derivative asset position			Net derivative liability position		Net derivative asset position		Net derivative liability position		Net derivative asset position		Net derivative liability position
Collateral paid	$	142,791		$	—	$	15,480	$	—	$	73,033	$	—
Fair value of derivatives	(88,498		)	—		31,055		—		35,403		—
Balance at end of period	$	54,293		$	—	$	46,535	$	—	$	108,436	$	—

Certain of our contracts allow the Company to post items other than cash as collateral. Grain inventory posted as collateral on our derivative contracts are recorded in Inventories on the Condensed Consolidated Balance Sheets. There was no inventory posted as collateral as of March 31, 2014. The fair value of inventory posted as collateral was $0.3 million, and $0.7 million as of December 31, 2013, and March 31, 2013, respectively.

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

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

	December 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent		Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	69,289		$	246	$	1,286		$	49		$	70,870
Commodity derivative liabilities	(13,450		)	—		(65,240		)	(6,693		)	(85,383		)
Cash collateral	15,480			—		—			—			15,480
Balance sheet line item totals	$	71,319		$	246	$	(63,954	)	$	(6,644	)	$	967

	March 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	101,833		$	834		$	3,898		$	19		$	106,584
Commodity derivative liabilities	(16,787		)	(21		)	(54,055		)	(3,239		)	(74,102		)
Cash collateral	73,033			—			—			—			73,033
Balance sheet line item totals	$	158,079		$	813		$	(50,157	)	$	(3,220	)	$	105,515

The gains included in the Company’s Condensed Consolidated Statements of Income and the line items in which they are located for the three months ended March 31, 2014 and 2013 are as follows:

	Three months ended March 31,
(in thousands)	2014			2013
Gains (losses) on commodity derivatives included in sales and merchandising revenues	$	(53,686	)	$	36,368

The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2014, December 31, 2013 and March 31, 2013:

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

	December 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	185,978	—	—	—
Soybeans	18,047	—	—	—
Wheat	11,485	—	—	—
Oats	27,939	—	—	—
Ethanol	—	179,212	—	—
Corn oil	—	—	25,911	—
Other	81	—	—	89
Subtotal	243,530	179,212	25,911	89
Exchange traded:
Corn	124,420	—	—	—
Soybeans	11,030	—	—	—
Wheat	23,980	—	—	—
Oats	6,820	—	—	—
Ethanol	—	21,630	—	—
Subtotal	166,250	21,630	—	—
Total	409,780	200,842	25,911	89

	March 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	236,725	—	—	—
Soybeans	14,639	—	—	—
Wheat	22,818	—	—	—
Oats	8,562	—	—	—
Ethanol	—	150,988	—	—
Corn oil	—	—	14,824	—
Other	173	—	—	102
Subtotal	282,917	150,988	14,824	102
Exchange traded:
Corn	140,030	—	—	—
Soybeans	9,575	—	—	—
Wheat	32,760	—	—	—
Oats	4,540	—	—	—
Ethanol	—	32,970	—	—
Subtotal	186,905	32,970	—	—
Total	469,822	183,958	14,824	102

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

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

(in thousands, except per common share data)	Three months ended March 31,
	2014		2013
Net income attributable to The Andersons, Inc.	$	22,708	$	12,578
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	104		49
Earnings available to common shareholders	$	22,604	$	12,529
Earnings per share – basic:
Weighted average shares outstanding – basic	28,155		27,912
Earnings per common share – basic	$	0.80	$	0.45
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,155		27,912
Effect of dilutive awards	69		150
Weighted average shares outstanding – diluted	28,224		28,062
Earnings per common share – diluted	$	0.80	$	0.45

There were no antidilutive stock-based awards outstanding at March 31, 2014 or 2013.

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company’s operations include six 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 Lansing Trade Group, LLC (“LTG”) and the Thompsons Limited joint ventures. The Ethanol business purchases and sells ethanol and also manages the ethanol production facilities organized as limited liability companies, one of which is consolidated and three of which are investments accounted for under the equity method, and also has various service contracts for these investments. Rail operations include the leasing, marketing and fleet management of railcars and locomotives, railcar repair and metal fabrication. The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers. Turf & Specialty operations include the production and distribution of turf care and corncob-based products. The Retail business operates large retail stores, a specialty food market, a distribution center and a lawn and garden equipment sales and service facility. Included in “Other” are the corporate level amounts not 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.

	Three months ended March 31,
	2014		2013
(in thousands)
Revenues from external customers
Grain	$	583,159	$	836,495
Ethanol	188,820		199,309
Plant Nutrient	107,630		111,902
Rail	52,302		46,364
Turf & Specialty	43,725		47,187
Retail	27,658		30,713
Total	$	1,003,294	$	1,271,970

	Three months ended March 31,
(in thousands)	2014		2013
Inter-segment sales
Grain	$	—	$	332
Plant Nutrient	7,367		7,697
Rail	109		104
Turf & Specialty	806		999
Total	$	8,282	$	9,132

	Three months ended March 31,
(in thousands)	2014		2013
Interest expense (income)
Grain	$	2,775	$	3,849
Ethanol	100		326
Plant Nutrient	771		918
Rail	1,656		1,513
Turf & Specialty	418		402
Retail	170		215
Other	112		(819		)
Total	$	6,002	$	6,404

	Three months ended March 31,
(in thousands)	2014		2013
Equity in earnings (loss) of affiliates, net
Grain	$	1,884	$	7,910
Ethanol	18,617		(106		)
Total	$	20,501	$	7,804

	Three months ended March 31,
(in thousands)	2014			2013
Other income (expense), net
Grain (a)	$	18,346		$	571
Ethanol	(226		)	231
Plant Nutrient	185			(25		)
Rail	710			946
Turf & Specialty	307			275
Retail	112			114
Other	178			614
Total	$	19,612		$	2,726

 (a) Increase is related to gain on LTG partial share redemption. See Note 8. Related Party Transactions for details of the LTG gain in 2014.

	Three months ended March 31,
(in thousands)	2014			2013
Income (loss) before income taxes
Grain	$	11,306		$	8,299
Ethanol	19,824			2,479
Plant Nutrient	(1,411		)	(562		)
Rail	15,045			14,574
Turf & Specialty	1,375			4,001
Retail	(2,335		)	(3,169		)
Other	(7,224		)	(3,965		)
Noncontrolling interests	3,321			(266		)
Total	$	39,901		$	21,391

(in thousands)	March 31, 2014		December 31, 2013		March 31, 2013
Identifiable assets
Grain	$	979,608	$	921,914	$	1,025,350
Ethanol	224,931		229,797		209,666
Plant Nutrient	311,219		268,238		323,653
Rail	303,532		312,654		302,717
Turf & Specialty	110,538		89,939		97,842
Retail	47,710		44,910		53,668
Other	148,045		406,104		138,892
Total	$	2,125,583	$	2,273,556	$	2,151,788

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Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	$ (21,181)	[1]	$ (45,379)	[1]
Other comprehensive income before reclassifications	(2,891)	[1]	2,187	[1]
Amounts reclassified from accumulated other comprehensive income (loss)	(85)	[1]	(85)	[1]
Other comprehensive income (loss)	(2,976)	[1]	2,102	[1]
Ending balance	(24,157)	[1]	(43,277)	[1]
Losses on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(637)	[1]	(902)	[1]
Other comprehensive income before reclassifications	69	[1]	30	[1]
Amounts reclassified from accumulated other comprehensive income (loss)	0	[1]	0	[1]
Other comprehensive income (loss)	69	[1]	30	[1]
Ending balance	(568)	[1]	(872)	[1]
Investment in Debt Securities
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	7,861	[1]	2,569	[1]
Other comprehensive income before reclassifications	(3,232)	[1]	303	[1]
Amounts reclassified from accumulated other comprehensive income (loss)	0	[1]	0	[1]
Other comprehensive income (loss)	(3,232)	[1]	303	[1]
Ending balance	4,629	[1]	2,872	[1]
Defined Benefit Plan Items
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning Balance	(28,405)	[1]	(47,046)	[1]
Other comprehensive income before reclassifications	272	[1]	1,854	[1]
Amounts reclassified from accumulated other comprehensive income (loss)	(85)	[1]	(85)	[1]
Other comprehensive income (loss)	187	[1]	1,769	[1]
Ending balance	$ (28,218)	[1]	$ (45,277)	[1]

[1] All amounts are net of tax. Amounts in parentheses indicates debits

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Income Taxes (Details Textual) (USD $)

3 Months Ended

12 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2013

Correction Of Other Comprehensive Income Related To Retiree Health Care Plan Liability And Medicare Part D Subsidy [Member]

Dec. 31, 2013

Correction Of Other Comprehensive Income Related To Retiree Health Care Plan Liability And Medicare Part D Subsidy [Member]

Business Acquisition [Abstract]

Business Combinations

Business Acquisitions

There were no business acquisitions completed in the first quarter of 2014.

Prior Year Business Acquisitions

On December 9, 2013, the Turf and Specialty Group completed the purchase of substantially all of the assets of Cycle Group, Inc. for a purchase price of $4.2 million. The operation consists of a modern granulated products facility in Mocksville, North Carolina.

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	77
Intangible assets	330
Property, plant and equipment	3,825
Total purchase price	$	4,232

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	150	5 years
Noncompete agreement	55		7 years
Patents	125		5 years
Total identifiable intangible assets	$	330	5 years *

*weighted average number of years

On August 5, 2013, the Company completed the purchase of substantially all of the assets of Mile Rail, LLC and a sister entity for a purchase price of $7.8 million. The operations consist of a railcar repair and cleaning facility headquartered in Kansas City, Missouri, with 2 satellite locations in Nebraska and Indiana.

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	512
Other assets	14
Intangible assets	650
Goodwill	4,167
Property, plant and equipment	2,605
Other liabilities	(144		)
Total purchase price	$	7,804

The goodwill recognized as a result of the Mile Rail acquisition is $4.2 million, which is fully deductible for tax purposes, and is included in the Rail segment. The goodwill relates to geography that is complimentary to the Rail Group's existing repair network and from its additional connections to several U.S. Class I railroads, from which we anticipate future growth and capacity to generate gross profit.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	400	5 years
Noncompete agreement	250		5 years
Total identifiable intangible assets	$	650	5 years *

*weighted average number of years

On December 3, 2012, the Company completed the purchase of a majority of the grain and agronomy assets of Green Plains Grain Company ("GPG"), a subsidiary of Green Plains Renewable Energy, Inc. for a purchase price of $120.2 million, which included a $3.3 million payable to the acquiree that was outstanding as of December 31, 2012 and paid in January 2013. The various facilities located in Iowa and Tennessee have a combined grain storage capacity of more than 32.0 million bushels and 12,000 tons of nutrient storage.

During the first quarter of 2013, the purchase price allocation for Green Plains Grain Company, which was acquired in the fourth quarter of 2012, was finalized. The measurement period adjustments to the purchase price allocation were the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2012. December 31, 2012 balances have been revised to include the effect of the adjustment as if the additional information had been available on the acquisition date. Due to these revision of estimates, goodwill increased $3 million with the majority of the offset to intangible assets.

The summarized final purchase price allocation is as follows:

(in thousands)
Accounts receivable	$	19,174
Inventory	121,983
Property, plant and equipment	57,828
Intangible assets	4,600
Goodwill	33,175
Commodity derivatives	4,701
Other assets	1,775
Accounts payable	(91,001		)
Debt assumed	(29,632		)
Other liabilities and noncontrolling interests	(2,371		)
Total purchase price	$	120,232

The goodwill recognized as a result of the GPG acquisition is $33.2 million, for which the full amount is deductible for tax purposes, and is included in the Grain reportable segment. The goodwill relates to the value of a fully functional business consisting of a successful management team and an experienced and talented work force.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Supplier relationships	$	4,600	3 to 5 years
Total identifiable intangible assets	$	4,600	4 years *

*weighted average number of years

Effective tax rate

34.80%

42.40%

Deferred income taxes

$ 6,264,000

$ 805,000

$ 1,400,000

$ 1,400,000

Other Comprehensive Income (Loss), Tax

$ (1,400,000)

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, 2014 and 2013:

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

Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		For the three months ended March 31, 2013
(in thousands)		Losses on Cash Flow Hedges			Investment in Debt Securities		Defined Benefit Plan Items			Total
Beginning Balance		$	(902	)	$	2,569	$	(47,046	)	$	(45,379	)
	Other comprehensive income before reclassifications	30			303		1,854			2,187
	Amounts reclassified from accumulated other comprehensive income (loss)	—			—		(85		)	(85		)
Net current-period other comprehensive income		30			303		1,769			2,102
Ending balance		$	(872	)	$	2,872	$	(45,277	)	$	(43,277	)

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

Reclassification out of Accumulated Other Comprehensive Income

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

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

Reclassifications Out of Accumulated Other Comprehensive Income (loss) (a)
(in thousands)	For the three months ended March 31, 2013
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(136	)	(b)
	(136		)	Total before tax
	51			Tax expense
	$	(85	)	Net of tax
Total reclassifications for the period	$	(85	)	Net of tax

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

(b) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (see Note 6. Employee Benefit Plans footnote for additional details).

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Related Party Transactions (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Related party transactions entered into for the time periods presented
Sales revenues	$ 221,994		$ 309,705
Service fee revenues	5,638	[1]	5,801	[1]
Purchases of product	155,015		161,955
Lease income	1,664	[2]	1,552	[2]
Labor and benefits reimbursement	2,868	[3]	2,643	[3]
Other expenses	486	[4]	358	[4]
Accounts receivable at June 30	30,609	[5]	12,550	[5]
Accounts payable at June 30	$ 24,454	[6]	$ 24,967	[6]

[1] Service fee revenues include management fee, corn origination fee, ethanol and DDG marketing fees, and other commissions.

[2] 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.

[3] 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.

[4] 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.

[5] Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.

[6] Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.

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Business Acquisitions

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combinations

Business Acquisitions

There were no business acquisitions completed in the first quarter of 2014.

Prior Year Business Acquisitions

On December 9, 2013, the Turf and Specialty Group completed the purchase of substantially all of the assets of Cycle Group, Inc. for a purchase price of $4.2 million. The operation consists of a modern granulated products facility in Mocksville, North Carolina.

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	77
Intangible assets	330
Property, plant and equipment	3,825
Total purchase price	$	4,232

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	150	5 years
Noncompete agreement	55		7 years
Patents	125		5 years
Total identifiable intangible assets	$	330	5 years *

*weighted average number of years

On August 5, 2013, the Company completed the purchase of substantially all of the assets of Mile Rail, LLC and a sister entity for a purchase price of $7.8 million. The operations consist of a railcar repair and cleaning facility headquartered in Kansas City, Missouri, with 2 satellite locations in Nebraska and Indiana.

The summarized final purchase price allocation is as follows:

(in thousands)
Inventory	$	512
Other assets	14
Intangible assets	650
Goodwill	4,167
Property, plant and equipment	2,605
Other liabilities	(144		)
Total purchase price	$	7,804

The goodwill recognized as a result of the Mile Rail acquisition is $4.2 million, which is fully deductible for tax purposes, and is included in the Rail segment. The goodwill relates to geography that is complimentary to the Rail Group's existing repair network and from its additional connections to several U.S. Class I railroads, from which we anticipate future growth and capacity to generate gross profit.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Customer relationships	$	400	5 years
Noncompete agreement	250		5 years
Total identifiable intangible assets	$	650	5 years *

*weighted average number of years

On December 3, 2012, the Company completed the purchase of a majority of the grain and agronomy assets of Green Plains Grain Company ("GPG"), a subsidiary of Green Plains Renewable Energy, Inc. for a purchase price of $120.2 million, which included a $3.3 million payable to the acquiree that was outstanding as of December 31, 2012 and paid in January 2013. The various facilities located in Iowa and Tennessee have a combined grain storage capacity of more than 32.0 million bushels and 12,000 tons of nutrient storage.

During the first quarter of 2013, the purchase price allocation for Green Plains Grain Company, which was acquired in the fourth quarter of 2012, was finalized. The measurement period adjustments to the purchase price allocation were the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2012. December 31, 2012 balances have been revised to include the effect of the adjustment as if the additional information had been available on the acquisition date. Due to these revision of estimates, goodwill increased $3 million with the majority of the offset to intangible assets.

The summarized final purchase price allocation is as follows:

(in thousands)
Accounts receivable	$	19,174
Inventory	121,983
Property, plant and equipment	57,828
Intangible assets	4,600
Goodwill	33,175
Commodity derivatives	4,701
Other assets	1,775
Accounts payable	(91,001		)
Debt assumed	(29,632		)
Other liabilities and noncontrolling interests	(2,371		)
Total purchase price	$	120,232

The goodwill recognized as a result of the GPG acquisition is $33.2 million, for which the full amount is deductible for tax purposes, and is included in the Grain reportable segment. The goodwill relates to the value of a fully functional business consisting of a successful management team and an experienced and talented work force.

Details of the intangible assets acquired are as follows:

(in thousands)	Fair Value		Useful Life
Supplier relationships	$	4,600	3 to 5 years
Total identifiable intangible assets	$	4,600	4 years *

*weighted average number of years

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Estimated fair value of Company's commodity derivative instruments for cash collateral and associated cash 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 short-term commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:

	March 31, 2014					December 31, 2013				March 31, 2013
(in thousands)	Net derivative asset position			Net derivative liability position		Net derivative asset position		Net derivative liability position		Net derivative asset position		Net derivative liability position
Collateral paid	$	142,791		$	—	$	15,480	$	—	$	73,033	$	—
Fair value of derivatives	(88,498		)	—		31,055		—		35,403		—
Balance at end of period	$	54,293		$	—	$	46,535	$	—	$	108,436	$	—

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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

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

	December 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent		Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	69,289		$	246	$	1,286		$	49		$	70,870
Commodity derivative liabilities	(13,450		)	—		(65,240		)	(6,693		)	(85,383		)
Cash collateral	15,480			—		—			—			15,480
Balance sheet line item totals	$	71,319		$	246	$	(63,954	)	$	(6,644	)	$	967

	March 31, 2013
(in thousands)	Commodity derivative assets - current			Commodity derivative assets - noncurrent			Commodity derivative liabilities - current			Commodity derivative liabilities - noncurrent			Total
Commodity derivative assets	$	101,833		$	834		$	3,898		$	19		$	106,584
Commodity derivative liabilities	(16,787		)	(21		)	(54,055		)	(3,239		)	(74,102		)
Cash collateral	73,033			—			—			—			73,033
Balance sheet line item totals	$	158,079		$	813		$	(50,157	)	$	(3,220	)	$	105,515

Company's Condensed Consolidated Statement of Income gains and location of line items

The gains included in the Company’s Condensed Consolidated Statements of Income and the line items in which they are located for the three months ended March 31, 2014 and 2013 are as follows:

	Three months ended March 31,
(in thousands)	2014			2013
Gains (losses) on commodity derivatives included in sales and merchandising revenues	$	(53,686	)	$	36,368

Amounts of quantities outstanding included in commodity derivative contracts

he Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2014, December 31, 2013 and March 31, 2013:

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

	December 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	185,978	—	—	—
Soybeans	18,047	—	—	—
Wheat	11,485	—	—	—
Oats	27,939	—	—	—
Ethanol	—	179,212	—	—
Corn oil	—	—	25,911	—
Other	81	—	—	89
Subtotal	243,530	179,212	25,911	89
Exchange traded:
Corn	124,420	—	—	—
Soybeans	11,030	—	—	—
Wheat	23,980	—	—	—
Oats	6,820	—	—	—
Ethanol	—	21,630	—	—
Subtotal	166,250	21,630	—	—
Total	409,780	200,842	25,911	89

	March 31, 2013
Commodity	Number of bushels (in thousands)	Number of gallons (in thousands)	Number of pounds (in thousands)	Number of tons (in thousands)
Non-exchange traded:
Corn	236,725	—	—	—
Soybeans	14,639	—	—	—
Wheat	22,818	—	—	—
Oats	8,562	—	—	—
Ethanol	—	150,988	—	—
Corn oil	—	—	14,824	—
Other	173	—	—	102
Subtotal	282,917	150,988	14,824	102
Exchange traded:
Corn	140,030	—	—	—
Soybeans	9,575	—	—	—
Wheat	32,760	—	—	—
Oats	4,540	—	—	—
Ethanol	—	32,970	—	—
Subtotal	186,905	32,970	—	—
Total	469,822	183,958	14,824	102

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Related Party Transactions (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013	Jul. 31, 2013
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Income earned from Company's equity method investees	$ 20,501		$ 7,804
Reduction in ownership percentage (percentage)	2.00%
The Andersons Albion Ethanol LLC
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	53.00%
Income earned from Company's equity method investees	4,943		944
The Andersons Clymers Ethanol LLC
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	38.00%
Income earned from Company's equity method investees	5,539		(219)
The Andersons Marathon Ethanol LLC
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	50.00%
Income earned from Company's equity method investees	8,135		(832)
Lansing Trade Group LLC
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	41.00%	[1]
Income earned from Company's equity method investees	2,221		7,991
Thompsons Limited [Member]
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	50.00%			50.00%
Income earned from Company's equity method investees	(313)	[2]	0
Other
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Income earned from Company's equity method investees	$ (24)		$ (80)
Minimum | Other
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	5.00%
Maximum | Other
Income Earned From Companys Equity Method Investments By Entity [Abstract]
Percentage of company ownership interest (percentage)	23.00%

[1] This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 2%

[2] Thompsons Limited and related U.S. operating company held by joint ventures

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Derivatives (Details 2) (Sales, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Sales
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) on commodity derivatives included in sales and merchandising revenues	$ (53,686)	$ 36,368

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 26,029		$ 12,312
Other comprehensive income (loss), net of tax:
(Decrease) increase in estimated fair value of investment in debt securities (net of income tax of ($1,958) and $187)	(3,232)		303
Change in unrecognized actuarial loss and prior service cost (net of income tax of $113 and $232 - Note 14)	187		1,769
Cash flow hedge activity (net of income tax of $42 and $96)	69		30
Other comprehensive income (loss)	(2,976)	[1]	2,102	[1]
Comprehensive income	23,053		14,414
Comprehensive income (loss) attributable to the noncontrolling interests	3,321		(266)
Comprehensive income attributable to The Andersons, Inc.	$ 19,732		$ 14,680

[1] All amounts are net of tax. Amounts in parentheses indicates debits

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Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

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 significant 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 recurring items, considered necessary for a fair statement of the results of operations for the periods indicated, have been made. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.

The Condensed Consolidated Balance Sheet data at December 31, 2013 was derived from audited Consolidated Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. A Condensed Consolidated Balance Sheet as of March 31, 2013 has been included as the Company operates in several seasonal industries.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”).

On December 19, 2013, the Company's board of directors approved a three-for-two stock split effected in the form of a stock dividend. The split was effective February 18, 2014 and all share, dividend and per share information within this document has been retroactively adjusted to reflect the stock split.

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Commitments and Contingencies (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Gain (Loss) Related to Litigation Settlement	$ 3.5

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings per share

(in thousands, except per common share data)	Three months ended March 31,
	2014		2013
Net income attributable to The Andersons, Inc.	$	22,708	$	12,578
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	104		49
Earnings available to common shareholders	$	22,604	$	12,529
Earnings per share – basic:
Weighted average shares outstanding – basic	28,155		27,912
Earnings per common share – basic	$	0.80	$	0.45
Earnings per share – diluted:
Weighted average shares outstanding – basic	28,155		27,912
Effect of dilutive awards	69		150
Weighted average shares outstanding – diluted	28,224		28,062
Earnings per common share – diluted	$	0.80	$	0.45

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Property, Plant and Equipment (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation expense on property, plant and equipment		$ 9.9	$ 9.3	$ 37.5
Asset Impairment Charges	4.4
Depreciation expense on railcar assets leased to others		$ 3.4	$ 3.7	$ 14.7

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 2013, the Company recorded a $3.5 million gain in other income related to the settlement of an early rail lease termination.

The estimated range of loss for all outstanding claims that are considered reasonably possible of occurring is not material. The Company has received, and is cooperating fully with, a request for information from the United States Environmental Protection Agency (“U.S. EPA”) regarding the history of our grain and fertilizer facility along the Maumee River in Toledo, Ohio. The U.S. EPA is investigating the possible introduction into the Maumee River of hazardous materials potentially leaching from rouge piles deposited along the riverfront by glass manufacturing operations that existed in the area prior to our initial acquisition of the land in 1960. The Company has on several prior occasions cooperated with local, state and federal regulators to install or improve drainage systems to contain storm water runoff and sewer discharges along our riverfront property to minimize the potential for such leaching. Other area land owners and the successor to the original glass making operations have also been contacted by the U.S. EPA for information. No claim or finding has been asserted thus far.