10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2018

Commission File Number 001-32924

Green Plains Inc.

(Exact name of registrant as specified in its charter)

Iowa	84-1652107
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1811 Aksarben Drive, Omaha, NE 68106	(402) 884-8700
(Address of principal executive offices, including zip code)	(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

☒ Yes   ☐ No

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

Large accelerated filer  ☒	Accelerated filer  ☐
Non-accelerated filer  ☐
Smaller reporting company  ☐	Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

☐ Yes   ☒ No

The number of shares of common stock, par value $0.001 per share, outstanding as of November 5, 2018, was 41,414,396 shares.

TABLE OF CONTENTS

		Page
Commonly Used Defined Terms		2
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
Signatures		57

1

Commonly Used Defined Terms

The abbreviations, acronyms and industry terminology used in this quarterly report are defined as follows:

Green Plains Inc., Subsidiaries, and Partners:

Green Plains; the company	Green Plains Inc. and its subsidiaries
BioProcess Algae	BioProcess Algae LLC
DKGP	DKGP Energy Terminals LLC
Fleischmann’s Vinegar	Fleischmann’s Vinegar Company, Inc.
Green Plains Cattle	Green Plains Cattle Company LLC
Green Plains Grain	Green Plains Grain Company LLC
Green Plains Partners; the partnership	Green Plains Partners LP
Green Plains Processing	Green Plains Processing LLC and its subsidiaries
Green Plains Trade	Green Plains Trade Group LLC
Green Plains Commodity Management	Green Plains Commodity Management LLC

Accounting Defined Terms:

AMT	Alternative minimum tax
ASC	Accounting Standards Codification
EBITDA	Earnings before interest, income taxes, depreciation and amortization
EPS	Earnings per share
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
GAAP	U.S. Generally Accepted Accounting Principles
LIBOR	London Interbank Offered Rate
LTIP	Long-Term Incentive Plan
R&D Credits	Research and development tax credits
SEC	Securities and Exchange Commission

Other Defined Terms:

CAFE	Corporate Average Fuel Economy
D.C.	District of Columbia
E10	Gasoline blended with up to 10% ethanol by volume
E15	Gasoline blended with up to 15% ethanol by volume
E85	Gasoline blended with up to 85% ethanol by volume
EIA	U.S. Energy Information Administration
EISA	Energy Independence and Security Act of 2017, as amended
EPA	U.S. Environmental Protection Agency
MmBtu	Million British Thermal Units
Mmg	Million gallons
MTBE	Methyl tertiary-butyl ether
RBOB	Reformulated blendstock for oxygenate blending
RFS II	Renewable Fuels Standard II
RIN	Renewable identification number
RVO	Renewable volume obligation
U.S.	United States
USDA	U.S. Department of Agriculture

2

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	September 30, 2018		December 31, 2017
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	171,674	$	266,651
Restricted cash		62,797		45,709
Accounts receivable, net of allowances of $206 and $217, respectively		134,950		151,122
Income taxes receivable		13,211		6,413
Inventories		765,198		711,878
Prepaid expenses and other		15,529		17,808
Derivative financial instruments		24,254		6,890
Total current assets		1,187,613		1,206,471
Property and equipment, net of accumulated depreciation and amortization of $588,336 and $514,585, respectively		1,143,551		1,176,707
Goodwill		182,879		182,879
Other assets		170,791		218,593
Total assets	$	2,684,834	$	2,784,650
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	155,663	$	205,479
Accrued and other liabilities		47,955		63,886
Derivative financial instruments		41,725		12,884
Income taxes payable		-		9,909
Short-term notes payable and other borrowings		556,566		526,180
Current maturities of long-term debt		65,614		67,923
Total current liabilities		867,523		886,261
Long-term debt		767,177		767,396
Deferred income taxes		21,764		56,801
Other liabilities		14,235		15,056
Total liabilities		1,670,699		1,725,514
Commitments and contingencies (Note 14)
Stockholders' equity
Common stock, $0.001 par value; 75,000,000 shares authorized; 46,746,346 and 46,410,405 shares issued, and 41,420,454 and 41,084,463 shares outstanding, respectively		47		46
Additional paid-in capital		695,143		685,019
Retained earnings		276,082		325,411
Accumulated other comprehensive loss		(17,176)		(13,110)
Treasury stock, 5,325,892 and 5,325,942 shares, respectively		(55,183)		(55,184)
Total Green Plains stockholders' equity		898,913		942,182
Noncontrolling interests		115,222		116,954
Total stockholders' equity		1,014,135		1,059,136
Total liabilities and stockholders' equity	$	2,684,834	$	2,784,650

See accompanying notes to the consolidated financial statements.

3

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Revenues
Product revenues	$	998,802	$	899,534	$	3,027,678	$	2,670,458
Service revenues		1,298		1,701		4,546		4,724
Total revenues		1,000,100		901,235		3,032,224		2,675,182
Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below)		936,384		815,787		2,835,344		2,457,702
Operations and maintenance expenses		7,271		8,309		23,564		25,107
Selling, general and administrative expenses		25,083		28,589		80,817		77,946
Depreciation and amortization expenses		30,713		27,834		84,010		80,105
Total costs and expenses		999,451		880,519		3,023,735		2,640,860
Operating income		649		20,716		8,489		34,322
Other income (expense)
Interest income		790		383		2,136		1,061
Interest expense		(23,399)		(31,889)		(67,548)		(69,815)
Other, net		(117)		1,444		2,362		2,811
Total other expense		(22,726)		(30,062)		(63,050)		(65,943)
Loss before income taxes		(22,077)		(9,346)		(54,561)		(31,621)
Income tax benefit		14,658		48,775		31,438		60,905
Net income (loss)		(7,419)		39,429		(23,123)		29,284
Net income attributable to noncontrolling interests		5,050		5,035		14,457		14,853
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Earnings per share:
Net income (loss) attributable to Green Plains - basic	$	(0.31)	$	0.83	$	(0.94)	$	0.36
Net income (loss) attributable to Green Plains - diluted	$	(0.31)	$	0.74	$	(0.94)	$	0.48
Weighted average shares outstanding:
Basic		40,229		41,348		40,189		40,008
Diluted		40,229		50,647		40,189		50,693
Cash dividend declared per share	$	0.12	$	0.12	$	0.36	$	0.36

See accompanying notes to the consolidated financial statements.

4

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Other comprehensive income (loss), net of tax:
Unrealized losses on derivatives arising during the period, net of tax benefit of $4,314, $4,575, $343 and $5,633, respectively		(14,395)		(7,660)		(1,522)		(9,436)
Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($420), ($2,650), ($55) and $21, respectively		1,427		4,453		243		(34)
Total other comprehensive loss, net of tax		(12,968)		(3,207)		(1,279)		(9,470)
Comprehensive income (loss)		(20,387)		36,222		(24,402)		19,814
Comprehensive income attributable to noncontrolling interests		5,050		5,035		14,457		14,853
Comprehensive income (loss) attributable to Green Plains	$	(25,437)	$	31,187	$	(38,859)	$	4,961

See accompanying notes to the consolidated financial statements.

5

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	Nine Months Ended September 30,
	2018		2017
Cash flows from operating activities:
Net income (loss)	$	(23,123)	$	29,284
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		84,010		80,105
Amortization of debt issuance costs and debt discount		11,343		11,222
Loss on exchange of 3.25% convertible notes due 2018		-		1,291
Gain on disposal of assets		(2,743)		(2,439)
Write-off of deferred financing fees related to extinguishment of debt		-		9,460
Deferred income taxes		(37,980)		(88,565)
Other noncurrent assets and liabilities		-		18,062
Stock-based compensation		8,726		8,761
Undistributed equity loss of affiliates		489		120
Changes in operating assets and liabilities before effects of business combinations:
Accounts receivable		18,069		32,267
Inventories		53,363		(168,788)
Derivative financial instruments		9,843		(12,738)
Prepaid expenses and other assets		2,184		2,180
Accounts payable and accrued liabilities		(68,520)		(34,278)
Current income taxes		31,220		(1,540)
Other		(2,493)		1,361
Net cash provided by (used in) operating activities		84,388		(114,235)
Cash flows from investing activities:
Purchases of property and equipment, net		(31,114)		(36,475)
Acquisition of businesses, net of cash acquired		(124,407)		(61,727)
Investments in unconsolidated subsidiaries		(2,446)		(12,033)
Other investing activities		7,500		-
Net cash used in investing activities		(150,467)		(110,235)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt		58,700		551,500
Payments of principal on long-term debt		(62,537)		(487,450)
Proceeds from short-term borrowings		3,095,927		3,301,630
Payments on short-term borrowings		(3,065,953)		(3,135,347)
Cash payment for exchange of 3.25% convertible notes due 2018		-		(8,523)
Payments for repurchase of common stock		-		(5,733)
Payments of cash dividends and distributions		(30,921)		(29,267)
Payment penalty on early extinguishment of debt		-		(2,881)
Payments of loan fees		(3,961)		(15,541)
Payments related to tax withholdings for stock-based compensation		(3,215)		(4,105)
Proceeds from exercise of stock options		150		50
Net cash provided by (used in) financing activities		(11,810)		164,333
Net change in cash, cash equivalents and restricted cash		(77,889)		(60,137)
Cash, cash equivalents and restricted cash, beginning of period		312,360		406,791
Cash, cash equivalents and restricted cash, end of period	$	234,471	$	346,654
Continued on the following page

6

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Continued from the previous page
	Nine Months Ended September 30,
	2018		2017
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	171,674	$	261,588
Restricted cash		62,797		85,066
Total cash, cash equivalents and restricted cash	$	234,471	$	346,654
Non-cash financing activity:
Modification of 3.25% convertible notes due 2019	$	4,660	$	-
Exchange of 3.25% convertible notes due 2018 for shares of common stock	$	-	$	47,743
Exchange of common stock held in treasury stock for 3.25% convertible notes due 2018	$	1	$	27,356
Supplemental investing and financing activities:
Assets acquired in acquisitions, net of cash	$	124,525	$	62,209
Less: liabilities assumed		(118)		(482)
Net assets acquired	$	124,407	$	61,727
Supplemental disclosures of cash flow:
Cash paid (received) for income taxes	$	(23,568)	$	2,062
Cash paid for interest	$	58,297	$	39,984

See accompanying notes to the consolidated financial statements.

7

GREEN PLAINS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.  BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

References to the Company

References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries.

Consolidated Financial Statements

The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. As of September 30, 2018, the company owns a 62.4% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. Public investors own the remaining 35.6% limited partner interest in the partnership. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of September 30, 2018,  and December 31, 2017, excluding intercompany balances, were $71.5 million and $74.9 million, respectively, and primarily consisted of property and equipment and goodwill. The partnership’s consolidated total liabilities as of September 30, 2018,  and December 31, 2017, excluding intercompany balances, were $152.7 million and $153.0 million, respectively, which primarily consisted of long-term debt as discussed in Note 9 – Debt. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets. The company also owns a 90.0% interest in BioProcess Algae, a joint venture formed in 2008, and consolidates their results in its consolidated financial statements.

The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and notes required by GAAP, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2017.

The unaudited financial information reflects adjustments which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.

Reclassifications

Certain prior year amounts were reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses, net income (loss) or stockholders’ equity.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, depreciation of property and equipment, carrying value of intangible assets, impairment of long-lived assets and goodwill, derivative financial instruments, accounting for income taxes and assets acquired and liabilities assumed in acquisitions, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

8

Description of Business

The company operates within four business segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

The company has restricted cash, which can only be used for funding letters of credit or for payment towards a revolving credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated statements of cash flows.

Revenue Recognition

The company recognizes revenue at the point in time when the product or service is transferred to the customer.

Sales of ethanol, distillers grains, corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.

The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Energy trading transactions are reported net as a component of revenue. All other transactions are reported net as either a component of revenue or cost of goods sold, depending on their position as a gain or loss. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.

Sales of products, including agricultural commodities, cattle and vinegar, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold. Revenues from grain storage are recognized when services are rendered.

A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed.

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record customer payments associated with shipping and handling costs as a component of revenue, and classify such costs as a component of cost of goods sold.

Cost of Goods Sold

Cost of goods sold includes direct labor, materials, shipping and plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol and vinegar production, and cattle feeding operations. Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also

9

included in cost of goods sold. Materials include the cost of corn feedstock, denaturant, process chemicals, cattle and veterinary supplies. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Plant overhead consists primarily of plant and feedlot utilities, repairs and maintenance, feedlot expenses and outbound freight charges. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold.

The company uses exchange-traded futures and options contracts and forward purchase and sales contracts to attempt to minimize the effect of price changes on ethanol, grain, natural gas and cattle inventories. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.

Operations and Maintenance Expenses

In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals.

Derivative Financial Instruments

The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, cattle, natural gas and crude oil. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.

By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.

The company evaluates its physical delivery contracts to determine if they qualify for normal purchase or sale exemptions which are expected to be used or sold over a reasonable period in the normal course of business. Contracts that do not meet the normal purchase or sale criteria are recorded at fair value. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.

Certain qualifying derivatives related to ethanol production, agribusiness and energy services, and food and ingredients segments are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or other current liabilities at fair value.

At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.

10

Recent Accounting Pronouncements

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers. Please refer to Note 2 – Revenue for further details.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 230, Statement of Cash Flows: Restricted Cash, which requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amended guidance was applied retrospectively. As a result, net cash used in operating activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $8.0 million. Net cash provided by financing activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $25.5 million.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 740, Income Taxes: Intra-Entity Transfers of Assets other than Inventory, which requires the recognition of current and deferred income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amended guidance is required on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of the guidance did not have an impact to the financial statements.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 805, Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business and provides guidance to assist companies and other reporting organizations evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance will be applied prospectively.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 350, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge equal to the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit, would be recognized. The amended guidance will be applied prospectively, and used when the annual impairment test is performed in the current year. The company does not believe the new guidance will have a material impact on the consolidated financial statements.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 220, Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendment eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act and is intended to improve the usefulness of information reported. As a result, the company recorded a $2.8 million reclassification from accumulated other comprehensive income to retained earnings during the first quarter of 2018. It is the company’s policy to release income tax effects from accumulated other comprehensive income using the portfolio approach.

Effective January 1, 2019, the company will adopt the amended guidance in ASC Topic 842, Leases, which aims to make leasing activities more transparent and comparable, requiring substantially all leases to be recognized by lessees on the balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2018. The standard requires a modified retrospective transition approach and allows for early adoption. In July 2018, the FASB issued Accounting Standards Update, Leases (Topic 842): Targeted Improvements, which provides an option to apply the transition provisions of the new standard at adoption date instead of the earliest comparative period presented in the financial statements. The company will elect to use this optional transition method.

The company has established an implementation team which continues to review current accounting policies, internal controls, processes, and disclosures that will change as a result of adopting the new standard. The company has gathered information on existing leases to obtain a complete population of leases upon adoption, and has implemented a lease accounting system, which will assist in delivering the required accounting changes and disclosures. The new standard will significantly increase right-of-use assets and lease liabilities on the company’s consolidated balance sheet, primarily due to operating leases that are currently not recognized on the balance sheet. In addition, it will also require expanded disclosures

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in the company’s consolidated financial statements. The company will complete its assessment of the impact of the new guidance on its consolidated financial statements during the fourth quarter of 2018.

2.  REVENUE

Adoption of ASC Topic 606

On January 1, 2018, the company adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers, and all related amendments (“new revenue standard”) and applied it to all contracts using the modified retrospective transition method. There were no adjustments to the consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In addition, there was no impact of adoption on the consolidated statements of operations or balance sheets for the nine months ended September 30, 2018.

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

Revenue by Source

The following table disaggregates revenue by major source for the three and nine months ended September 30, 2018 (in thousands):

	Three Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC Topic 606:
Ethanol	$	291	$	-	$	-	$	-	$	-	$	291
Distillers grains		54,687		-		-		-		-		54,687
Cattle and vinegar		-		-		259,224		-		-		259,224
Service revenues		-		-		-		983		-		983
Other		238		680		-		-		-		918
Intersegment revenues		721		23		38		2,597		(3,379)		-
Total revenues from contracts with customers		55,937		703		259,262		3,580		(3,379)		316,103
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		440,333		93,166		-		-		-		533,499
Distillers grains		56,802		44,142		-		-		-		100,944
Corn oil		17,088		10,275		4,411		-		-		31,774
Grain		30		21,972		-		-		-		22,002
Cattle and vinegar		-		-		(12,522)		-		-		(12,522)
Other		3,930		4,055		-		-		-		7,985
Intersegment revenues		2,392		12,669		-		-		(15,061)		-
Total revenues from contracts accounted for as derivatives		520,575		186,279		(8,111)		-		(15,061)		683,682
Leasing revenues under ASC Topic 840 (2)		-		-		-		22,190		(21,875)		315
Total Revenues	$	576,512	$	186,982	$	251,151	$	25,770	$	(40,315)	$	1,000,100

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	Nine Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC 606:
Ethanol	$	3,391	$	-	$	-	$	-	$	-	$	3,391
Distillers grains		174,589		-		-		-		-		174,589
Cattle and vinegar		-		-		748,699		-		-		748,699
Service revenues		-		-		-		3,430		-		3,430
Other		1,570		2,012		-		-		-		3,582
Intersegment revenues		2,258		23		118		7,286		(9,685)		-
Total revenues from contracts with customers		181,808		2,035		748,817		10,716		(9,685)		933,691
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		1,333,989		321,824		-		-		-		1,655,813
Distillers grains		147,203		98,060		-		-		-		245,263
Corn oil		52,690		22,433		12,048		-		-		87,171
Grain		500		59,101		-		-		-		59,601
Cattle and vinegar		-		-		(5,638)		-		-		(5,638)
Other		12,486		42,721		-		-		-		55,207
Intersegment revenues		7,027		38,226		-		-		(45,253)		-
Total revenues from contracts accounted for as derivatives		1,553,895		582,365		6,410		-		(45,253)		2,097,417
Leasing revenues under ASC 840 (2)		-		-		-		66,779		(65,663)		1,116
Total Revenues	$	1,735,703	$	584,400	$	755,227	$	77,495	$	(120,601)	$	3,032,224

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC Topic 606 as required by ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.

(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC Topic 606, and continue to be accounted for under ASC Topic 840, Leases.

Payment Terms

The company has standard payment terms, which vary depending upon the nature of the services provided, with the majority falling within 10 to 30 days after transfer of control or completion of services. In instances where the timing of revenue recognition differs from the timing of invoicing, the company has determined that contracts generally do not include a significant financing component.

Contract Liabilities

The company records unearned revenue when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of service and lease agreements. Unearned revenue from service agreements, which represents a contract liability, is recorded for fees that have been charged to the customer prior to the completion of performance obligations, and is generally recognized in the subsequent quarter. The company expects to recognize all of the unearned revenue associated with service agreements as of September 30, 2018,  in the subsequent quarter when the inventory is withdrawn from the partnership’s tank storage.

Practical Expedients

Under the new revenue standard, companies may elect various practical expedients upon adoption. As a result, the company elected to recognize the cost for shipping and handling activities that occur after the customer obtains control of the promised goods as fulfillment activities and not when performance obligations are met. The company also elected to exclude sales taxes from transaction prices.

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3.  ACQUISITIONS

Acquisition of Cattle Feeding Operations – Bartlett Cattle Company, L.P.

On August 1, 2018, the company acquired two cattle-feeding operations from Bartlett Cattle Company, L.P. for $16.2 million, plus working capital of approximately $106.6 million primarily consisting of work-in-process inventory. The transaction included the feed yards located in Sublette, Kansas and Tulia, Texas, which added combined feedlot capacity of 97,000 head of cattle to the company’s operations. The transaction was financed using cash on hand and proceeds from the Green Plains Cattle senior secured asset-based revolving credit facility. There were no material acquisition costs recorded for the acquisition.

The following is a summary of the preliminary purchase price of assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable		$	1,897
Inventory			104,809
Property and equipment, net			16,190
Current liabilities			(118)
	Total identifiable net assets	$	122,778

The amounts above reflect a working capital payment by the company of $0.9 million made during the third quarter of 2018.

Acquisition of Cattle Feeding Operations – Cargill Cattle Feeders, LLC

On May 16, 2017, the company acquired two cattle-feeding operations from Cargill Cattle Feeders, LLC for $59.3 million, including certain working capital adjustments. The transaction included the feed yards located in Leoti, Kansas and Eckley, Colorado, which added combined feedlot capacity of 155,000 head of cattle to the company’s operations. The transaction was financed using cash on hand. There were no material acquisition costs recorded for the acquisition.

As part of the transaction, the company also entered into a long-term cattle supply agreement with Cargill Meat Solutions Corporation. Under the cattle supply agreement, all cattle placed in the Leoti and Eckley feedlots are sold exclusively to Cargill Meat Solutions under an agreed upon pricing arrangement.

The following is a summary of the assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Inventory		$	22,450
Prepaid expenses and other			52
Property and equipment, net			36,960
Current liabilities			(180)
	Total identifiable net assets	$	59,282

The amounts above reflect the final purchase price allocation, which included working capital true-up payments by the company of $1.6 million made during the first half of 2018.

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4.  FAIR VALUE DISCLOSURES

The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date.

Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Grain inventories held for sale in the agribusiness and energy services segment are valued at nearby futures values, plus or minus nearby basis.

Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments.

Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.

There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):

	Fair Value Measurements at September 30, 2018
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	171,674	$	-	$	171,674
Restricted cash		62,797		-		62,797
Inventories carried at market		-		81,141		81,141
Unrealized gains on derivatives		-		12,878		12,878
Other assets		114		1		115
Total assets measured at fair value	$	234,585	$	94,020	$	328,605
Liabilities:
Accounts payable (1)	$	-	$	15,602	$	15,602
Unrealized losses on derivatives		-		18,472		18,472
Other		-		25		25
Total liabilities measured at fair value	$	-	$	34,099	$	34,099

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	Fair Value Measurements at December 31, 2017
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	266,651	$	-	$	266,651
Restricted cash		45,709		-		45,709
Inventories carried at market		-		26,834		26,834
Unrealized gains on derivatives		-		12,045		12,045
Other assets		115		-		115
Total assets measured at fair value	$	312,475	$	38,879	$	351,354
Liabilities:
Accounts payable (1)	$	-	$	37,401	$	37,401
Unrealized losses on derivatives		-		12,884		12,884
Other liabilities		-		92		92
Total liabilities measured at fair value	$	-	$	50,377	$	50,377

(1) Accounts payable is generally stated at historical amounts with the exception of $15.6 million and $37.4 million at September 30, 2018,  and December 31, 2017, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.

The company believes the fair value of its debt approximated book value, which was $1.4 billion at September 30, 2018. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $135.0 million and $151.1 million at September 30, 2018,  and December 31, 2017, respectively.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired and the equity component of convertible debt issued represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

5.  SEGMENT INFORMATION

The company reports the financial and operating performance for the following four operating segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.

During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains and corn oil for the ethanol production segment. The partnership segment provides fuel storage and transportation services for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.

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The following tables set forth certain financial data for the company’s operating segments (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Revenues:
Ethanol production:
Revenues from external customers	$	573,399	$	620,180	$	1,726,418	$	1,857,356
Intersegment revenues		3,113		3,579		9,285		6,624
Total segment revenues		576,512		623,759		1,735,703		1,863,980
Agribusiness and energy services:
Revenues from external customers		174,290		164,604		546,151		483,670
Intersegment revenues		12,692		14,406		38,249		33,679
Total segment revenues		186,982		179,010		584,400		517,349
Food and ingredients:
Revenues from external customers		251,113		114,750		755,109		329,432
Intersegment revenues		38		38		118		113
Total segment revenues		251,151		114,788		755,227		329,545
Partnership:
Revenues from external customers		1,298		1,701		4,546		4,724
Intersegment revenues		24,472		24,748		72,949		74,019
Total segment revenues		25,770		26,449		77,495		78,743
Revenues including intersegment activity		1,040,415		944,006		3,152,825		2,789,617
Intersegment eliminations		(40,315)		(42,771)		(120,601)		(114,435)
Revenues as reported	$	1,000,100	$	901,235	$	3,032,224	$	2,675,182

Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Cost of goods sold:
Ethanol production	$	560,719	$	590,904	$	1,706,891	$	1,802,688
Agribusiness and energy services		179,432		168,735		546,318		487,239
Food and ingredients		236,150		98,854		702,355		281,898
Partnership		-		-		-		-
Intersegment eliminations		(39,917)		(42,706)		(120,220)		(114,123)
	$	936,384	$	815,787	$	2,835,344	$	2,457,702

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Operating income (loss):
Ethanol production	$	(15,961)	$	3,107	$	(60,704)	$	(25,950)
Agribusiness and energy services		2,851		3,686		22,081		13,138
Food and ingredients		8,324		10,132		33,890		30,472
Partnership		16,725		16,290		48,214		47,707
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(10,965)		(12,507)		(34,879)		(30,898)
	$	649	$	20,716	$	8,489	$	34,322

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
EBITDA:
Ethanol production	$	8,475	$	25,570	$	4,742	$	38,521
Agribusiness and energy services		3,537		5,150		24,035		15,910
Food and ingredients		12,151		13,272		47,192		39,741
Partnership		17,913		17,589		51,674		51,549
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(9,716)		(11,212)		(30,533)		(27,275)
	$	32,035	$	50,377	$	96,997	$	118,299

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Depreciation and amortization:
Ethanol production	$	24,289	$	20,959	$	65,284	$	61,443
Agribusiness and energy services		675		1,457		1,923		2,776
Food and ingredients		3,780		3,139		10,628		9,259
Partnership		1,120		1,280		3,406		3,781
Corporate activities		849		999		2,769		2,846
	$	30,713	$	27,834	$	84,010	$	80,105

The following table reconciles net income (loss) to EBITDA (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Interest expense		23,399		31,889		67,548		69,815
Income tax benefit		(14,658)		(48,775)		(31,438)		(60,905)
Depreciation and amortization		30,713		27,834		84,010		80,105
EBITDA	$	32,035	$	50,377	$	96,997	$	118,299

The following table sets forth total assets by operating segment (in thousands):

	September 30, 2018		December 31, 2017
Total assets (1):
Ethanol production	$	1,075,469	$	1,144,459
Agribusiness and energy services		404,903		554,981
Food and ingredients		884,205		725,232
Partnership		71,511		74,935
Corporate assets		252,554		295,217
Intersegment eliminations		(3,808)		(10,174)
	$	2,684,834	$	2,784,650

(1) Asset balances by segment exclude intercompany balances.

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6.  INVENTORIES

Inventories are carried at the lower of cost or net realizable value, except grain held for sale and fair-value hedged inventories. Commodities held for sale are reported at market value.

The components of inventories are as follows (in thousands):

	September 30, 2018		December 31, 2017
Finished goods	$	133,116	$	146,269
Commodities held for sale		43,328		65,693
Raw materials		126,231		144,520
Work-in-process		426,321		320,664
Supplies and parts		36,202		34,732
	$	765,198	$	711,878

7.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

The company did not have any changes in the carrying amount of goodwill, which was $182.9 million at September 30, 2018, and December 31, 2017. Goodwill of $30.3 million, $142.0 million and $10.6 million are attributable to the ethanol production segment, food and ingredients segment and the partnership segment, respectively.

Intangible Assets

As of September 30, 2018, the company’s customer relationship intangible asset recognized in connection with the Fleischmann Vinegar’s acquisition is $69.3 million, net of $10.7 million of accumulated amortization, and has a remaining 13.0-year weighted-average amortization period. As of September 30, 2018, the company also has an indefinite-lived trade name intangible asset of $10.5 million. The company recognized $1.3 million and $4.0 million of amortization expense associated with the amortizing customer relationship intangible asset during the three and nine months ended September 30, 2018, respectively, and $1.1 million and $3.9 million during the three and nine months ended September 30, 2017, respectively, and expects estimated amortization expense for the next five years of $5.3 million per annum. The company’s intangible assets are recorded within other assets on the consolidated balance sheets.

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8.  DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2018, the company’s consolidated balance sheet reflected unrealized losses of $17.2 million, net of tax, in accumulated other comprehensive income. The company expects these losses will be reclassified to operating income over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating income will differ as commodity prices change. 

Fair Values of Derivative Instruments

The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):

	Asset Derivatives'				Liability Derivatives'
	Fair Value				Fair Value
	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Derivative financial instruments (1)	$	12,878	$	12,045	$	18,472	$	12,884
Other assets		1		-		-		-
Other liabilities		-		-		25		92
Total	$	12,879	$	12,045	$	18,497	$	12,976

(1) At September 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized gains on exchange traded futures and options contracts of $11.4 million, which included $1.2 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments. AtSeptember 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized losses on exchange traded futures and options contracts of $23.3 million, which included $22.5 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments. At December 31, 2017, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $8.5 million, which included $0.3 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments.

Refer to Note 4 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income

The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):

	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain or (Loss) Reclassified from Accumulated Other	Three Months Ended September 30,				Nine Months Ended September 30,
Comprehensive Income into Income	2018		2017		2018		2017
Revenues	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734
Cost of goods sold		1,350		(1,861)		1,451		(1,679)
Net gain (loss) recognized in earnings before tax	$	(1,847)	$	(7,103)	$	(298)	$	55

	Loss Recognized in Other Comprehensive Income on Derivatives
Loss Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
Other Comprehensive Income on Derivatives	2018		2017		2018		2017
Commodity contracts	$	(18,709)	$	(12,235)	$	(1,865)	$	(15,069)

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		Amount of Gain or (Loss)
		Recognized in Income on Derivatives
Derivatives Not Designated	Location of Gain or (Loss) Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
as Hedging Instruments	Income on Derivatives	2018		2017		2018		2017
Commodity contracts	Revenues	$	(2,069)	$	2,863	$	5,894	$	(7,400)
Commodity contracts	Costs of goods sold		10,952		2,036		11,075		17,256
Net gain recognized in loss before tax		$	8,883	$	4,899	$	16,969	$	9,856

As of September 30, 2018, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Inventories	$	76,099	$	6,826

As of December 31, 2017, no amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items.

Effect of Cash Flow and Fair Value Hedge Accounting on the Statement of Operations

The effect of cash flow and fair value hedges and the line items on the consolidated statements of operations where they are reported are as follows (in thousands):

	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Three Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain (loss) on cash flow hedging relationships:
Commodity contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	$	(3,197)	$	1,350	$	(5,242)	$	(1,861)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		(346)		61		(1,775)
Derivatives designated as hedging instruments		-		(186)		(61)		3,085
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(3,197)	$	818	$	(5,242)	$	(551)

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	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Nine Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain on cash flow hedging relationships:
Commodity contracts:
Amount of gain reclassified from accumulated other comprehensive income into income	$	(1,749)	$	1,451	$	1,734	$	(1,679)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		10,150		1,451		(6,229)
Derivatives designated as hedging instruments		-		(9,064)		(1,734)		8,530
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(1,749)	$	2,537	$	1,451	$	622

There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the three and nine months ended September 30, 2018,  and 2017.

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The open commodity derivative positions as of September 30, 2018, are as follows (in thousands):

September 30, 2018
	Exchange Traded		Non-Exchange Traded
Derivative Instruments	Net Long & (Short) (1)		Long (2)	(Short) (2)	Unit of Measure	Commodity
Futures	(52,335)				Bushels	Corn, Soybeans and Wheat
Futures	(11,450)	(4)			Bushels	Corn
Futures	5,135				Gallons	Ethanol
Futures	(25,620)				Gallons	Ethanol
Futures	(18,798)				MmBTU	Natural Gas
Futures	(13,413)	(4)			MmBTU	Natural Gas
Futures	(57,250)				Pounds	Cattle
Futures	(413,720)	(3)			Pounds	Cattle
Futures	21				Barrels	Crude Oil
Futures	(600)				Tons	Soybean Meal
Futures	3,570				Gallons	Natural Gasoline
Options	14,409				Bushels	Corn, Soybeans and Wheat
Options	3,266				Gallons	Ethanol
Options	(74)				MmBTU	Natural Gas
Options	862				Pounds	Livestock
Options	78				Barrels	Crude Oil
Forwards			41,789	(138)	Bushels	Corn and Soybeans
Forwards			19,132	(426,529)	Gallons	Ethanol
Forwards			212	(421)	Tons	DDG
Forwards			12,222	(70,173)	Pounds	Corn Oil
Forwards			22,501	(1,858)	MmBTU	Natural Gas
Forwards			61	(31)	Barrels	Crude Oil

(1) Exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.

(2) Non-exchange traded forwards are presented on a gross long and (short) position basis including both fixed-price and basis contracts.

(3) Futures used for cash flow hedges.

(4) Futures used for fair value hedges.

Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains on energy trading contracts of $1.6 million and $12.4 million for the three and nine months ended September 30, 2018, respectively, and net gains of $3.1 million and $18.3 million for the three and nine months ended September 30, 2017, respectively.

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9.  DEBT

The components of long-term debt are as follows (in thousands):

	September 30, 2018		December 31, 2017
Corporate:
$500.0 million term loan	$	495,000	$	498,750
3.25% convertible notes due 2018		6,897		61,442
3.25% convertible notes due 2019		52,157		-
4.125% convertible notes due 2022		141,163		136,739
Green Plains Partners:
$235.0 million revolving credit facility		128,000		126,900
Other		26,489		27,744
Total face value of long-term debt		849,706		851,575
Unamortized debt issuance costs		(16,915)		(16,256)
Less: current portion of long-term debt		(65,614)		(67,923)
Total long-term debt	$	767,177	$	767,396

The components of short-term notes payable and other borrowings are as follows (in thousands):

	September 30, 2018		December 31, 2017
Green Plains Cattle:
$500.0 million revolver	$	376,684	$	270,860
Green Plains Grain:
$125.0 million revolver		30,000		75,000
$50.0 million inventory financing		4,032		-
Green Plains Trade:
$300.0 million revolver		133,737		180,320
Green Plains Commodity Management:
$20.0 million hedge line		12,113		-
	$	556,566	$	526,180

Corporate Activities

On August 29, 2017, the company entered into a $500.0 million term loan agreement, which matures on August 29, 2023, to refinance approximately $405.0 million of total debt outstanding issued by Green Plains Processing and Fleischmann’s Vinegar, pay associated fees and expenses and for general corporate purposes. The term loan is guaranteed by the company and substantially all of its subsidiaries, except for Green Plains Partners and certain other entities, and secured by substantially all of the assets of the company, including 17 ethanol production facilities, vinegar production facilities and a second priority lien on the assets secured under the revolving credit facilities at Green Plains Trade, Green Plains Cattle and Green Plains Grain. 

The credit agreement contains certain customary representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default. The negative covenants include restrictions on the ability to incur additional indebtedness, acquire and sell assets, create liens, make investments, pay distributions and enter into transactions with affiliates. At the end of each fiscal quarter, the covenants of the credit agreement require the company to maintain a maximum term debt to total term capitalization of 55% and a minimum interest coverage ratio of 1.25 to 1.00, as defined in the credit agreement. Beginning in 2018, the credit facility also has a provision requiring the company to make special annual payments of 50% or 75% of its available free cash flow, subject to certain limitations. Voluntary term loan prepayments are subject to prepayment fees of 1.0% if prepaid before the eighteen-month anniversary of the credit agreement. Scheduled principal payments are $1.25 million each quarter until maturity. The term loan bears interest at a floating rate of a base rate plus a margin of 4.50% or LIBOR plus a margin of 5.50%.

In September 2013, the company issued $120.0 million of 3.25% convertible senior notes due 2018, or the 3.25% notes. The 3.25% notes are senior, unsecured obligations of the company, with interest payable on April 1 and October 1 of each year. Prior to close of the exchange agreements on October 1, 2018, the company could settle the 3.25% notes in cash,

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common stock or a combination of cash and common stock. Prior to April 1, 2018, the 3.25% notes were not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.04 per share. The conversion rate was recently adjusted as of September 30, 2018,  to 50.8753 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $19.66 per share. For all conversions of notes which occur on or after April 1, 2018, the company has elected to convert for whole shares of common stock with any fractional share being settled with cash in lieu.

Prior to the close of the exchange agreements on October 1, 2018, the company could redeem all of the 3.25% notes at any time on or after October 1, 2016, if the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal plus any accrued and unpaid interest. Holders of the 3.25% notes have the option to require the company to repurchase the 3.25% notes in cash at a price equal to 100% of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 3.25% notes being declared due and payable.

During fiscal year 2017, approximately $56.3 million in aggregate principal of the 3.25% notes were exchanged for cash and 2,783,725 shares of the company’s common stock. During the three months ended June 30, 2018, an additional 50 shares of the company’s common stock were exchanged for approximately $1 thousand in aggregate principal amount of the 3.25% notes.

During the three months ended September 30, 2018, the company entered into exchange agreements with certain beneficial owners of the company’s outstanding 3.25% convertible senior notes due 2018 (the “Old Notes”), pursuant to which such Investors exchanged (the “Exchange”) $56.8 million in aggregate principal amount of the Old Notes for $56.8 million in aggregate principal amount of notes due 2019 (the “New Notes”). The company evaluated the Exchange in accordance with ASC 470-50 and concluded that the Exchange qualified as a debt modification as the cash flows and fair value of the embedded conversion option of the New Notes were not substantially different from the Old Notes. As a result, the New Notes were recorded at fair value at the time of the exchange, and the company recorded a non-cash adjustment to additional paid-in capital of $4.7 million related to the difference in fair value of the embedded conversion option of the Old Notes and the New Notes. Following the closing of these agreements, $6.9 million aggregate principal of the Old Notes remain outstanding. On October 1, 2018, the maturity date of the Old Notes, the remaining aggregate principal of $6.9 million was paid.

The New Notes are the senior, unsecured obligations of the company and bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2018.  Interest on the New Notes will accrue from, and including, April 1, 2018. The New Notes will mature on October 1, 2019, unless earlier converted. Holders of New Notes may convert their New Notes, at their option, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date of the New Notes. The conversion rate for the New Notes was initially50.6481 shares of the company’s common stock per $1,000 principal amount of New Notes, which corresponded to an initial conversion price of approximately $19.74 per share of the company’s common stock. The conversion rate will be subject to adjustment upon the occurrence of certain events. Upon conversion of the convertible notes, the company will settle its conversion obligation by delivering shares of its common stock at the applicable conversion rate, together with cash in lieu of any fractional share.

The company does not have the right to redeem the New Notes at its election before their maturity. The New Notes are subject to customary provisions providing for the acceleration of their principal and interest upon the occurrence of events that constitute an “event of default.”  Events of default include, among other events, certain payment defaults, defaults in settling conversions, certain defaults under the company’s other indebtedness and certain insolvency-related events. Upon maturity, the company will settle the New Notes in cash.

In August 2016, the company issued $170.0 million of 4.125% convertible senior notes due in 2022, or the 4.125% notes. The 4.125% notes are senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year. The company may settle the 4.125% notes in cash, common stock or a combination of cash and common stock.

Prior to March 1, 2022, the 4.125% notes are not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.12 per

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share and upon redemption of the 4.125% notes. The initial conversion rate is 35.7143 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $28.00 per share.

The company may redeem all, but not less than all, of the 4.125% notes at any time on or after September 1, 2020, if the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal plus any accrued and unpaid interest. Holders of the 4.125% notes have the option to require the company to repurchase the 4.125% notes in cash at a price equal to 100% of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 4.125% notes being declared due and payable.

Ethanol Production Segment

We have small equipment financing loans, capital leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility, to finance working capital up to the maximum commitment based on eligible collateral equal to the sum of percentages of eligible cash, receivables and inventories, less miscellaneous adjustments. The credit facility matures on July 26, 2019. Advances are subject to an interest rate equal to LIBOR plus 3.00% or the lenders’ base rate plus 2.00%. The credit facility also includes an accordion feature that enables the facility to be increased by up to $75.0 million with agent approval. The credit facility can also be increased by up to $50.0 million for seasonal borrowings. Total commitments outstanding cannot exceed $250.0 million. The total unused portion of the $125.0 million revolving credit facility is also subject to a commitment fee ranging from 0.375% to 0.50% per annum depending on utilization.

Lenders receive a first priority lien on certain cash, inventory, accounts receivable and other assets owned by Green Plains Grain and a second priority lien on substantially all of the assets of the company, including 17 ethanol production facilities and vinegar production facilities as security on the credit facility. The terms impose affirmative and negative covenants for Green Plains Grain, including maintaining minimum working capital of $22.0 million and tangible net worth of $27.0 million. Capital expenditures are limited to $8.0 million per year under the credit facility, plus equity contributions from the company and unused amounts of up to $8.0 million from the previous year. In addition, the credit facility requires the company to maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 and a maximum annual leverage ratio of 6.00 to 1.00 at the end of each quarter. The fixed charge coverage ratio and long-term capitalization ratio apply only if the company has long-term indebtedness on the date of calculation. As of September 30, 2018, Green Plains Grain had no long-term indebtedness. The credit facility also contains restrictions on distributions related to capital stock, with exceptions for distributions up to 50% of net profit before tax, subject to certain conditions.

Green Plains Trade has a $300.0 million senior secured asset-based revolving credit facility to finance working capital for marketing and distribution activities based on eligible collateral equal to the sum of percentages of eligible receivables and inventories, less miscellaneous adjustments. The credit facility consists of a $285 million credit facility and a $15 million first-in-last-out (FILO) credit facility, and includes an accordion feature that enables the credit facility to be increased by up to $70.0 million with agent approval. Advances are subject to variable interest rates equal to daily LIBOR plus 2.25% on the credit facility and daily LIBOR plus 3.25% on the FILO credit facility. The total unused portion of the revolving credit facility is also subject to a commitment fee of 0.375% per annum.

The terms impose affirmative and negative covenants for Green Plains Trade, including maintaining a minimum fixed charge coverage ratio of 1.15 to 1.00. Capital expenditures are limited to $1.5 million per year under the credit facility. The credit facility also restricts distributions related to capital stock, with an exception for distributions up to 50% of net income if, on a pro forma basis, (a) availability has been greater than $10.0 million for the last 30 days and (b) the borrower would be in compliance with the fixed charge coverage ratio on the distribution date.

Green Plains Grain has entered into short-term inventory financing agreements with a financial institution. At September 30, 2018, 1.0 million bushels of corn had been designated as collateral under these agreements at initial values totaling $4.2 million. The company has accounted for the agreements as short-term notes, rather than sales, and has elected the fair value option to offset fluctuations in market prices of the inventory. At September 30, 2018, the short-term notes payable were valued at $4.0 million and were measured using Level 2 inputs.

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Green Plains Commodity Management has an uncommitted $20.0 million revolving credit facility which matures April 30, 2023 to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to LIBOR plus 1.75%. 

Food and Ingredients Segment

Green Plains Cattle has a senior secured asset-based revolving credit facility, which was amended on July 31, 2018, to increase the maximum commitment from $425.0 million to $500.0 million and can be increased by an additional $100.0 million with agent approval. The credit facility, which matures on April 30, 2020, finances working capital for the cattle feeding operations up to the maximum commitment based on eligible collateral equal to the sum of percentages of eligible receivables, inventories and other current assets, less miscellaneous adjustments. Advances, as amended, are subject to variable interest rates equal to LIBOR plus 2.00% to 3.00%, or the base rate plus 1.00% to 2.00%, depending upon the preceding three months’ excess borrowing availability. The amended credit facility also includes an accordion feature that enables the credit facility to be increased by up to $75.0 million with agent approval. The unused portion of the credit facility is also subject to a commitment fee of 0.20% to 0.30% per annum, depending on the preceding three months’ excess borrowing availability.

Lenders receive a first priority lien on certain cash, inventory, accounts receivable, property and equipment and other assets owned by Green Plains Cattle and a second priority lien on substantially all of the assets of the company, including 17 ethanol production facilities and vinegar production facilities as security on the credit facility. The amended terms impose affirmative and negative covenants, including maintaining a minimum working capital of 15% of the commitment amount, minimum tangible net worth of 20% of the commitment amount, plus 50% of net profit from the previous year, and a maximum total debt to tangible net worth ratio of 3.50to 1.00. Capital expenditures are limited to $10.0 million per year under the credit facility, plus $10.0 million per year if funded by a contribution from parent, plus any unused amounts from the previous year.

Partnership Segment

Green Plains Partners, through a wholly owned subsidiary, has a $235.0 million revolving credit facility, which matures on July 1, 2020, to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes. On February 20, 2018, the partnership accessed an additional $40.0 million to increase the revolving credit facility from $195.0 million to $235.0 million. The credit facility can be increased by an additional $20.0 million without the consent of the lenders. Advances under the credit facility are subject to a floating interest rate based on the preceding fiscal quarter’s consolidated leverage ratio at a base rate plus 1.25% to 2.00% or LIBOR plus 2.25% to 3.00%. The unused portion of the credit facility is also subject to a commitment fee of 0.35% to 0.50%, depending on the preceding fiscal quarter’s consolidated leverage ratio.

The partnership’s obligations under the credit facility are secured by a first priority lien on (i) the capital stock of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property. The terms impose affirmative and negative covenants including restricting the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The credit facility also requires the partnership to maintain a maximum consolidated net leverage ratio of 3.50 to 1.00, and a minimum consolidated interest coverage ratio of 2.75 to 1.00, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.

Covenant Compliance

The company was in compliance with its debt covenants as of September 30, 2018.

Restricted Net Assets

At September 30, 2018, there were approximately $171.2 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

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10.  STOCK-BASED COMPENSATION

The company has an equity incentive plan that reserves 4,110,000 shares of common stock for issuance to its directors and employees. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance shares, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.

Stock Options

The activity related to the exercisable stock options for the nine months ended September 30, 2018, is as follows:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2017	143,750	$	12.44	1.8	$	635
Granted	-		-	-		-
Exercised	(15,000)		10.00	-		120
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at September 30, 2018	128,750	$	12.72	1.2	$	577
Exercisable at September 30, 2018 (1)	128,750	$	12.72	1.2	$	577

(1) Represents in-the-money options.

Option awards allow employees to exercise options through cash payment for the shares of common stock or simultaneous broker-assisted transactions in which the employee authorizes the exercise and immediate sale of the shares in the open market. The company uses newly issued shares of common stock to satisfy its stock-based payment obligations.

Restricted Stock

The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	1,068,947	$	20.41
Granted	664,642		18.20
Forfeited	(14,272)		20.64
Vested	(541,586)		20.58
Non-Vested at September 30, 2018	1,177,731	$	19.08	1.9

Performance Shares

On March 19, 2018, the board of directors granted 153,030 performance shares to be awarded in the form of common stock to certain participants of the plan. Performance shares vest based on the company's average return on net assets (RONA) and the company’s total shareholder return (TSR), as further described herein. The performance shares vest on March 19, 2021, if the RONA and TSR criteria are achieved and the participant is then employed by the company. Fifty percent of the performance shares vest based upon the company’s ability to achieve a predetermined RONA during the three year performance period. The remaining fifty percent of the performance shares vest based upon the company’s total TSR during the three year performance period relative to that of the company’s performance peer group. 

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The performance shares were granted at a target of 100%, but each performance share will increase or decrease depending on results for the performance period for the company's RONA, and the company’s TSR relative to that of the performance peer group. If the company’s RONA and TSR achieve the maximum goals, the maximum amount of shares available to be issued pursuant to this award is 229,545 performance shares or 150% of the 153,030 performance shares granted on March 19, 2018. The actual number of performance shares that will ultimately vest is based on the actual percentile ranking of the company’s RONA, and the company’s TSR compared to the peer performance at the end of the performance period.

The company used the Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants during the nine months ended September 30, 2018, are illustrated in the following table:

	Nine Months Ended September 30, 2018
Risk-free interest rate	2.44	%
Dividend yield	2.64	%
Expected volatility	45.11	%

The Monte Carlo valuation also estimated the number of performance shares that would be awarded which is reflected in the fair value on the grant date. The Monte Carlo valuation assumed 97.39% of the performance shares granted on March 19, 2018, would be awarded on March 19, 2021, based upon the estimated company’s total shareholder return relative to peer performance. The company’s closing stock price was $18.15 on the date of the grant.

At September 30, 2018, unrecognized stock compensation expense of $2.3 million, excluding any potential forfeitures, will be recognized over the vesting period of these performance share awards on a straight-line basis.

Green Plains Partners

Green Plains Partners adopted the LTIP, an incentive plan intended to promote the interests of the partnership, its general partner and affiliates by providing incentive compensation based on units to employees, consultants and directors to encourage superior performance. The incentive plan reserves 2,500,000 common units for issuance in the form of options, restricted units, phantom units, distributable equivalent rights, substitute awards, unit appreciation rights, unit awards, profits interest units or other unit-based awards. The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.

The non-vested unit-based awards activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	11,549	$	19.06
Granted	18,582		16.96
Forfeited	-		-
Vested	(11,549)		19.06
Non-Vested at September 30, 2018	18,582	$	16.96	0.8

Stock-Based and Unit-Based Compensation Expense

Compensation costs for stock-based and unit-based payment plans during the three and nine months ended September 30, 2018, were approximately $3.3 million and $8.7 million, respectively, and $3.3 million and $8.8 million during the three and nine months ended September 30, 2017, respectively. At September 30, 2018, there was $14.2 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards, excluding performance shares noted above. This compensation is expected to be recognized over a weighted-average period of approximately 1.8 years. The potential tax benefit related to stock-based payment is approximately 24.5% of these expenses.

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11.  EARNINGS PER SHARE

Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The basic and diluted EPS are calculated as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Basic EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
EPS - basic	$	(0.31)	$	0.83	$	(0.94)	$	0.36
Diluted EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Interest and amortization on convertible debt, net of tax effect:
3.25% notes due 2018		-		840		-		3,582
4.125% notes due 2022		-		2,050		-		6,089
Net income (loss) attributable to Green Plains - diluted	$	(12,469)	$	37,284	$	(37,580)	$	24,102
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
Effect of dilutive convertible debt:
3.25% notes due 2018		-		3,178		-		4,551
4.125% notes due 2022		-		6,071		-		6,071
Effect of dilutive stock-based compensation awards		-		50		-		63
Weighted average shares outstanding - diluted		40,229		50,647		40,189		50,693
EPS  - diluted	$	(0.31)	$	0.74	$	(0.94)	$	0.48

Excluded from the computation of diluted EPS were 10.3 million and 10.2 million shares related to the effect of the convertible debt and stock-based compensation awards for the three and nine months ended September 30, 2018, as the inclusion of these shares would have been antidilutive.

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12.  STOCKHOLDERS’ EQUITY

Components of stockholders’ equity are as follows (in thousands):

								Accum.					Total
				Additional				Other					Green Plains		Non-		Total
	Common Stock			Paid-in		Retained		Comp.		Treasury Stock			Stockholders'		Controlling		Stockholders'
	Shares	Amount		Capital		Earnings		Income		Shares	Amount		Equity		Interests		Equity
Balance, December 31, 2017	46,410	$	46	$	685,019	$	325,411	$	(13,110)	5,326	$	(55,184)	$	942,182	$	116,954	$	1,059,136
Reclassification of certain tax effects from other comprehensive loss (Note 1)	-		-		-		2,787		(2,787)	-		-		-		-		-
Balance, January 1, 2018	46,410		46		685,019		328,198		(15,897)	5,326		(55,184)		942,182		116,954		1,059,136
Net income (loss)	-		-		-		(37,580)		-	-		-		(37,580)		14,457		(23,123)
Cash dividends and distributions declared	-		-		-		(14,536)		-	-		-		(14,536)		(16,385)		(30,921)
Other comprehensive loss before reclassification	-		-		-		-		(1,522)	-		-		(1,522)		-		(1,522)
Amounts reclassified from accumulated other comprehensive loss	-		-		-		-		243	-		-		243		-		243
Other comprehensive loss, net of tax	-		-		-		-		(1,279)	-		-		(1,279)		-		(1,279)
Modification of 3.25% convertible notes due 2019	-		-		4,660		-		-	-		-		4,660		-		4,660
Exchange of 3.25% convertible notes due 2018	-		-		-		-		-	-		1		1		-		1
Stock-based compensation	321		1		5,314		-		-	-		-		5,315		196		5,511
Stock options exercised	15		-		150		-		-	-		-		150		-		150
Balance, September 30, 2018	46,746	$	47	$	695,143	$	276,082	$	(17,176)	5,326	$	(55,183)	$	898,913	$	115,222	$	1,014,135

Amounts reclassified from accumulated other comprehensive income are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,				Statements of Operations
	2018		2017		2018		2017		Classification
Gains (losses) on cash flow hedges:
Commodity derivatives	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734	Revenues
Commodity derivatives		1,350		(1,861)		1,451		(1,679)	Cost of goods sold
Total		(1,847)		(7,103)		(298)		55	Loss before income taxes
Income tax expense (benefit)		(420)		(2,650)		(55)		21	Income tax benefit
Amounts reclassified from accumulated other comprehensive income (loss)	$	(1,427)	$	(4,453)	$	(243)	$	34

13.  INCOME TAXES

The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period. Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes. As a result, the consolidated financial statements do not reflect income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.

The Tax Cuts and Jobs Act was enacted on December 22, 2017 and is effective January 1, 2018. The Act reduced the federal tax rate to 21%. Due to the significance of the legislation, the SEC issued Staff Accounting Bulletin 118 (SAB 118), which provides a measurement period to complete the accounting for certain elements of the tax reform. The company is still analyzing certain other provisions of the legislation and its impact to future income taxes, including interest expense limitation to 30% of adjusted taxable income, use of AMT credit carryforwards, limitation of net operating loss carryforwards to 80% of taxable income, and deducibility of officer compensation. Any subsequent adjustments, if needed, will be recorded as tax expense during the fourth quarter of 2018.

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The company recorded income tax benefit of $14.7 million and $31.4 million for the three and nine months ended September 30, 2018, respectively, compared with $48.8 million and $60.9 million for the same periods in 2017. The decrease in income tax benefit was due primarily to the company’s recognition of tax benefits of $18.4 million during the nine months ended September 30, 2018,  compared to $49.5 million for the same period in 2017,  for federal and state R&D Credits relating to current and prior periods.

The amount of unrecognized tax benefits for uncertain tax positions was $50.4 million as of September 30, 2018, and $26.0 million as of December 31, 2017. Recognition of these benefits would have a favorable impact on the company’s effective tax rate.

The 2018 effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.

14.  COMMITMENTS AND CONTINGENCIES

Operating Leases

The company leases certain facilities, equipment and parcels of land under agreements that expire at various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the lease. The company incurred lease expenses of $9.0 million and$29.7 million during the three and nine months ended September 30, 2018, respectively, and $11.2 million and $33.4 million during the three and nine months ended September 30, 2017, respectively.

Aggregate minimum lease payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands):

Year Ending December 31,	Amount
2018	$	9,989
2019		24,808
2020		18,052
2021		10,574
2022		8,252
Thereafter		32,245
Total	$	103,920

Commodities

As of September 30, 2018, the company had contracted future purchases of grain, corn oil, natural gas, crude oil, ethanol, distillers grains and cattle, valued at approximately $411.9 million.

Legal

In November 2013, the company acquired two ethanol plants located in Fairmont, Minnesota and Wood River, Nebraska. There is ongoing litigation related to the consideration for this acquisition. On August 19, 2016, the Delaware Superior Court granted Green Plains’ motion for summary judgment in part and held that the seller’s attempt to disclaim liability for certain shortfall amounts through the use of a disclaimer provision was ineffective. Based on the court order, the company determined that previously accrued contingent liabilities of approximately $6.3 million no longer represented probable losses. These accruals were reversed as a reduction of cost of goods sold during the year ended December 31, 2016, because the adjustment relates to a reduction in the cost of inventory purchased in the acquisitions. Per the court’s direction, the company and the seller retained an independent accounting firm to determine if a shortfall exists and the precise shortfall due to Green Plains. The accounting firm has concluded that a shortfall does exist consistent with the company’s calculations, and the matter is now back in the hands of the Court to review and enter its order. On October 30, 2018, the ongoing litigation was settled and will be recorded in the fourth quarter.

In addition to the above-described proceeding, the company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

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15.  RELATED PARTY TRANSACTIONS

Commercial Contracts

In March 2014, a subsidiary of the company entered into $1.4 million of new equipment financing agreements with Amur Equipment Finance, whom Gordon Glade, a member of the company’s board of directors, was formerly a shareholder. Amur Equipment Finance is no longer considered a related party as of the third quarter of 2018. Balances of $0.4 million and $0.6 million related to these financing arrangements were included in debt at September 30, 2018, and December 31, 2017, respectively. Payments, including principal and interest, totaled $69 thousand and $207 thousand during each of the three and nine months ended September 30, 2018,  and 2017, respectively. The weighted average interest rate for the financing agreements with Amur Equipment Finance was 6.8%.

Aircraft Leases

Effective January 1, 2015, the company entered into two agreements with an entity controlled by Wayne Hoovestol for the lease of two aircrafts. Mr. Hoovestol is chairman of the company’s board of directors. The company agreed to pay $9,766 per month for the combined use of up to 125 hours per year of the aircrafts. Flight time in excess of 125 hours per year will incur additional hourly charges. Payments related to these leases totaled $39 thousand and $126 thousand during the three months ended September 30, 2018, respectively, and $39 thousand and $141 thousand during the three and nine months ended September 30, 2017, respectively. The company had no outstanding payables related to these agreements as of September 30, 2018,  and $2 thousand in outstanding payables related to these agreements as of December 31, 2017.

16.  SUBSEQUENT EVENTS

Seventh Amendment to Credit Agreement – Green Plains Cattle Company LLC

On October 5, 2018, the company amended its revolving credit facility to provide the Joint Administrator, at its sole discretion, irrevocable authorization to (1) release any term loan priority collateral; (2) release any guarantor related to any release of any term loan priority collateral and/or (3) release the guaranty upon termination of the term loan agreement and repayment of all obligations owed by the company under the term loan agreement.

Asset Purchase Agreement – Valero Renewable Fuels Company, LLC and Green Plains Partners LP

On October 8, 2018, the company entered into an Asset Purchase Agreement to sell three of its ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan to Valero Renewable Fuels Company, LLC (“Valero”). The estimated sales price for the facilities is $300 million plus approximately $22 million of related working capital. Correspondingly, the company entered into a separate Asset Purchase Agreement (the “Asset Purchase Agreement”) with the partnership for $120.9 million (the “Transaction”), subject to certain other post-closing adjustments, to acquire the related storage assets to be disposed of in the sale to Valero. In addition, approximately 525 of the 3,500 railcars leased by the partnership are anticipated to be conveyed to the company as part of the Transaction. Upon closing of the Transaction, the company anticipates recording an estimated pre-tax gain of approximately$100  million. The company anticipates using proceeds from the Transaction to repay its term debt. 

The partnership will receive approximately 8.9 million units owned by the company as payment. The Asset Purchase Agreement provides for the closing of the Transaction to occur immediately prior to the company’s sale to Valero.

The company and the partnership agreed, upon closing, to extend the storage and throughput services agreement with Green Plains Trade an additional three years to June 30, 2028. Upon closing, the quarterly minimum volume commitment associated with the storage and throughput services agreement will be 235.7 million gallons or, approximately 80% of the new Green Plains annual production capacity of 1.183 billion gallons.

The aforementioned transactions are anticipated to close during the fourth quarter of 2018, subject to customary closing conditions and regulatory approvals.

Third Amendment to Credit Agreement – Green Plains Operating Company LLC

On October 12, 2018, the partnership amended its revolving credit facility to allow the sale of the ethanol storage assets associated with up to six ethanol plants owned by Green Plains with no more than 600 million gallons of production capacity. Upon close of such sale, the revolving credit facility available will be decreased from $235 million to $200 million. In

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addition, the lenders permitted the exchange of units as consideration for the transaction and also permitted modificationsof various key operating agreements. There were no other significant changes in other covenants.

Stock Purchase Agreement – Kerry Holding Co.

On October 23, 2018, the company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Kerry Holding Co. to sell all of the issued and outstanding capital stock of Fleischmann’s Vinegar Company, Inc. for $350 million in cash, subject to certain post-closing working capital adjustments. Upon closing of the transaction, the company anticipates recording an estimated pre-tax gain of approximately$62 million.The company anticipates using proceeds from the transaction to repay its term debt. 

The closing of the transaction, which is expected to occur during the fourth quarter of 2018, is subject to customary closing conditions and regulatory approvals. The Stock Purchase Agreement contains normal and customary representations and warranties, and indemnification obligations.

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

General

The following discussion and analysis provides information we believe is relevant to understand our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this report and other quarterly reports filed with the SEC after December 31, 2017, together with our annual report on Form 10-K for the year ended December 31, 2017.

Cautionary Information Regarding Forward-Looking Statements

Forward-looking statements are made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that involve a number of risks and uncertainties and do not relate strictly to historical or current facts, but rather to plans and objectives for future operations. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions.

Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K for the year ended December 31, 2017, in Part II – Risk Factors of this report, or incorporated by reference. Specifically, we may experience significant fluctuations in future operating results due to a number of economic conditions, including: competition in the ethanol industry and other industries in which we operate; commodity market risks including those that may result from weather conditions; financial market risks; counterparty risks; risks associated with changes to government policy or regulation, risks related to acquisitions and achieving anticipated results; risks associated with merchant trading, cattle feeding operations, vinegar production; risks related to our portfolio optimization strategy and other risk factors detailed in reports filed with the SEC. Additional risks related to Green Plains Partners LP include compliance with commercial contractual obligations, potential tax consequences related to our investment in the partnership and risks disclosed in the partnership’s SEC filings associated with the operation of the partnership as a separate, publicly traded entity.

We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated, nor do we intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.

Overview

Green Plains is a diversified commodity-processing business with operations related to ethanol production, grain handling and storage, cattle feedlots, food ingredients, and commodity marketing and logistics services. We are focused on generating stable operating margins through our diversified business segments and risk management strategy. Green Plains Partners LP is our primary downstream logistics provider, storing and delivering the ethanol we produce. As of September 30, 2018, we own a 62.4% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights. The public owns the remaining 35.6% limited partner interest. The partnership is consolidated in our financial statements.

Recent Developments

Stock Purchase Agreement – Kerry Holding Co.

On October 23, 2018, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Kerry Holding Co. to sell all of the issued and outstanding capital stock of Fleischmann’s Vinegar Company, Inc. for $350 million in cash, subject to certain post-closing working capital adjustments.  Upon closing of the transaction, weanticipate recording an estimated pre-tax gain of $62million.We anticipate using proceeds from the transaction to repay our term debt. 

The closing of the transaction, which is expected to occur during the fourth quarter of 2018, is subject to customary closing conditions and regulatory approvals. The Stock Purchase Agreement contains normal and customary representations and warranties, and indemnification obligations.

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Extension of Offer Period – JGP Energy Partners

Effective October 15, 2018, weagreed with the partnership to extend the offer period related to the potential purchase of the Green Plains interest in the JGP Energy Partners Beaumont, Texas terminal until June 30, 2019.

Third Amendment to Credit Agreement – Green Plains Operating Company LLC

On October 12, 2018, the partnership amended the revolving credit facility to allow the sale of the ethanol storage assets of up to six ethanol plants owned by Green Plains with no more than 600 million gallons of production capacity. Upon close of such sale, the revolving credit facility available will be decreased from $235 million to $200 million. In addition, the lenders permitted the exchange of units as consideration for the transaction and also permitted modifications of various key operating agreements. There were no other significant changes in other covenants.

Asset Purchase Agreement – Valero Renewable Fuels Company, LLC and Green Plains Partners LP

On October 8, 2018, we entered into an Asset Purchase Agreement to sell three of our ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan to Valero Renewable Fuels Company, LLC (“Valero”). The estimated sales price for the facilities is $300 million plus approximately $22 million of related working capital. Correspondingly, we entered into a separate Asset Purchase Agreement (the “Asset Purchase Agreement”) with the partnership for $120.9 million (the “Transaction”), subject to certain other post-closing adjustments, to aquire the related storage assets to be disposed of in the sale to Valero. In addition, approximately 525 of the 3,500 railcars leased by the partnership are anticipated to be conveyed to the company as part of the Transaction. Upon closing of the Transaction, we anticipate recording an estimated pre-tax gain of approximately $100million.We anticipate using proceeds from the transaction to repay our term debt. 

The partnership will receive approximately 8.9 million units owned by the company as payment. The Asset Purchase Agreement provides for the closing of the Transaction to occur immediately prior to the company’s sale to Valero.

We have agreed with the partnership, upon closing, to extend the storage and throughput services agreement with Green Plains Trade an additional three years to June 30, 2028. Upon closing, the quarterly minimum volume commitment associated with the storage and throughput services agreement will be 235.7 million gallons or, approximately 80% of the new Green Plains annual production capacity of 1.183 billion gallons.

The aforementioned transactions are anticipated to close during the fourth quarter of 2018, subject to customary closing conditions and regulatory approvals.

Seventh Amendment to Credit Agreement – Green Plains Cattle Company

On October 5, 2018, the company amended its revolving credit facility to provide the Joint Administrator, at its sole discretion, irrevocable authorization to (1) release any term loan priority collateral; (2) release any guarantor related to any release of any term loan priority collateral and/or (3) release the guaranty upon termination of the term loan agreement and repayment of all obligations owed by the company under the term loan agreement.

3.25% Convertible Notes due 2018

On October 1, 2018, upon maturity, the remaining aggregate principal of $6.9 million related to the 3.25% notes due in 2018 was settled in cash.

Bartlett Cattle Company, L.P. Aquisition

On July 27, 2018, we entered into an asset purchase agreement to acquire two feeding operations from Bartlett Cattle Company, L.P. for $16.2 million, plus working capital of approximately $106.6 million. The transaction includes two feed yards located in Sublette, Kansas and Tulia, Texas and will add combined feedlot capacity of 97,000 head of cattle to the company’s operations. The transaction will be financed using cash on hand and proceeds from the Green Plains Cattle senior secured asset-based revolving credit facility. The transaction closed on August 1, 2018 following receipt of regulatory approval. 

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DKGP Energy Terminals LLC Membership Interest Purchase Agreement with AMID Merger LP Termination

On February 16, 2018, the partnership and Delek Logistics Partners LP formed DKGP Energy Terminals LLC, a 50/50 joint venture, to acquire and manage light products terminal assets in Texas and Arkansas. In conjunction with the formation of the joint venture, DKGP executed a membership interest purchase agreement with AMID Merger LP, to acquire all of the membership interests of AMID Refined Products LLC (“AMID”) for approximately $138.5 million. Due to regulatory obstacles, on August 1, 2018, DKGP Energy Terminals LLC notified AMID Merger LP of its termination of the membership interest purchase agreement.

Results of Operations

During the third quarter of 2018, our average utilization rate was approximately 81.3% of capacity, resulting in ethanol production of 304.8 mmg for the third quarter of 2018, compared with 313.6 mmg, or 83.7% of capacity, for the same quarter last year. We continue to evaluate our production run rates and will flex our production depending on market conditions.  

U.S. Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.06 million barrels per day during the third quarter of 2018, which was slightly higher than the 1.04 million barrels for the previous quarter, but 3.0% higher than the same quarter of last year. Year-to-date, production volumes are up 2.2% in 2018 compared with the same period in 2017. Refiner and blender input volume increased slightly to 932 thousand barrels per day for the third quarter of 2018 compared with 931 thousand barrels per day for the same quarter last year. Gasoline demand was down slightly by 69 thousand barrels per day in the third quarter of 2018 or 0.7% compared to the same period a year ago. As of September 30, 2018, there were 1,628 retail stations selling E15 in 30 states, up from 1,210 at the beginning of the year, according to Growth Energy. Ethanol futures traded at an average discount of $0.71 to RBOB during the third quarter of 2018 related to weaker ethanol demand. U.S. domestic ethanol ending stocks increased by approximately 1.9 million barrels to 23.4 million barrels on September 30, 2018, year over year.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, year-to-date domestic ethanol exports through September 30, 2018, were 1.24 bg, up 25%, from 992.9 mmg for the comparable period in 2017. Brazil remained the largest export destination for U.S. ethanol, which accounted for 30% of domestic ethanol export volume despite the 20% tariff on U.S. ethanol imports in excess of 150 million liters, or 39.6 million gallons per quarter, imposed in September 2017 by Brazil’s Chamber of Foreign Trade, or CAMEX. Canada, India, and South Korea accounted for 21%, 7% and 5%, respectively, of U.S. ethanol exports.

On April 1, 2018, China announced it would add an additional 15% tariff to the existing 30% tariff it had earlier imposed on ethanol imports from the United States and Brazil. The cost to produce the equivalent amount of starch found in sugar from $3.50-per-bushel corn is 7 cents per pound. The average price of sugar was approximately 12 cents per pound during the third quarter of 2018, compared with an average of 15 cents per pound for 2017. We currently estimate that net ethanol exports will reach between 1.6 billion gallons and 1.7 billion gallons in 2018 based on historical demand from a variety of countries and certain countries who seek to improve their air quality and eliminate MTBE from their own fuel supplies.

U.S. Protein Supply and Demand

During the third quarter of 2018, the market sentiment for cattle continued to be optimistic due to anticipated lower cost of feed, strong domestic beef consumption and robust export demand for beef. Corn prices remained on the lower end of their 2018 range, according to the Chicago Mercantile Exchange. Domestic beef consumption per capita in 2018 is projected to increase 0.8 pound to 57.7 pounds per person compared with 2017. Export demand for beef is forecasted to increase approximately 10.6% in 2018 compared with 2017 according to the USDA.

Cow-calf operations continue to be profitable, which has supported a period of expansion. Since the fourth quarter of 2017, the lack of precipitation threatened to force the liquidation of breeding stock on many ranches throughout the south and southwestern United States. Year-to-date domestic cattle on feed increased 5.93% to 11.125 million head through October 1, 2018, compared to the same period last year.

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Packer demand was driven by strong domestic and international beef demand. Total steer and heifer slaughter through the end of August of 2018 increased 2.1% compared with the first eight months 2017. Slaughter capacity constraints, primarily due to labor shortages, have limited the packers’ ability to increase slaughter rates at the same pace as cattle on feed inventories, resulting in higher packer margins. However, these higher margins should incentivize the packers to increase slaughter capacity, which will be crucial for cattle feeding margins moving forward.

The U.S. looks poised to grow its global market share for animal protein while Australia continues to struggle with drought conditions and food safety scandals plague South America.

Year-to-date U.S. distillers grains exports through August 31, 2018, were 7.9 million metric tons, or 8.6%higher than the same period last year, according to the USDA Foreign Agriculture Service. Shipments of distillers grains to Southeast Asia increased 90% year over year due to growing demand for protein, which helped keep export volumes in line with last year. Mexico, South Korea, Vietnam, Thailand, Indonesia and Turkey, accounted for approximately 58% of total U.S. distillers export volumes.

Legislation and Regulation

We are sensitive to government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other fuels we handle. Congress may also consider legislation that would impact the RFS. Bills have been introduced in the House and Senate, which would either sunset the RFS entirely or sunset the corn based ethanol portion of the mandate.

Federal mandates supporting the use of renewable fuels are a significant driver of ethanol demand in the U.S. Ethanol policies are influenced by environmental concerns, diversifying our fuel supply, and an interest in reducing the country’s dependence on foreign oil. Consumer acceptance of flex-fuel vehicles and higher ethanol blends of ethanol in non-flex-fuel vehicles may be necessary before ethanol can achieve significant growth in U.S. market share. CAFE, which was first enacted by Congress in 1975 to reduce energy consumption by increasing the fuel economy of cars and light trucks, provides a 54% efficiency bonus to flexible-fuel vehicles running on E85. Another important factor is a waiver in the Clean Air Act, known as the One-Pound Waiver, which allows E10 to be sold year-round, even though it exceeds the Reid vapor pressure limitation of nine pounds per square inch. However, the One-Pound Waiver does not apply to E15 or higher blends, even though it has similar physical properties to E10, so its sale is limited to flex-fuel vehicles only during the June 1 to September 15 summer driving season.

On October 8, 2018, President Trump directed the EPA to begin rulemaking to expand the One-Pound Waiver to E15 so it can be sold year round. The EPA will follow the Administrative Procedure Act in proposing a rule, accepting public comment, and then issuing a final rule. The President has stated a goal of having a final rule out before the start of summer driving season on June 1, 2019. Any final rule from the agency is susceptible to legal challenges.

When RFS II was passed in 2007 and rulemaking finalized in October 2010, the required volume of conventional renewable fuel to be blended with gasoline was to increase each year until it reached 15.0 billion gallons in 2015. In November 2017, the EPA announced it would maintain the 15.0 billion gallon mandate for conventional ethanol in 2018. In June 2018, the EPA proposed to maintain 15.0 billion gallons for 2019, and plans to finalize the rule by November 30, 2018.

The EPA has the authority to waive the mandates in whole or in part if there is inadequate domestic renewable fuel supply or the requirement severely harms the economy or environment. According to RFS II, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive years, the EPA is required to modify, or reset, statutory volumes through 2022. While conventional ethanol maintained 15 billion gallons, 2018 is the first year the total proposed RVOs are more than 20% below statutory volumes levels. Thus, the EPA Administrator directed his staff to initiate the required technical analysis to perform any future reset consistent with the reset rules. The reset will be triggered if the final 2019 RVOs continue to be more than 20% below the statutory levels, as is expected, and the EPA will be required to modify statutory volumes through 2022 within one year of the trigger event, based on the same factors used to set the RVOs post-2022.

The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use based on their percentage of total domestic transportation fuel sales. Obligated parties use RINs to show compliance with RFS-mandated volumes. RINs are attached to renewable fuels by producers and detached when the renewable fuel is blended with transportation fuel or traded in the open market. The market price of detached RINs affects the price of ethanol in certain markets and influences the purchasing decisions by obligated parties.

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The EPA can, in consultation with the Department of Energy, waive the obligation for individual refineries that are suffering “disproportionate economic hardship” due to compliance with the RFS. To qualify, the refineries must be under 75,000 barrels per day and state their case for an exemption in an application to the EPA each year. The previous administration issued these sparingly, granting 7 of 15 petitions in 2015, in whole or in part, for a total of 292.5 million gallons.

The current administration has been granting these at a much higher rate, waiving the obligation for 19 of 20 applicants for compliance year 2016, totaling 790 million gallons, and 29 of 33 for compliance year 2017, totaling 1.46 billion gallons. This effectively reduces the annual RVO by that amount, since the waived gallons are not reallocated to other obligated parties at this time. The resulting surplus of RINs in the market has brought values down significantly, from the mid $0.80 range early in the year to around $0.10. Since the RIN value helps to make higher blends of ethanol more cost effective, lower RIN values could negatively impact retailer and consumer adoption of E15 and higher blends.

On July 28, 2017, the U.S. Federal District Court for the D.C. Circuit ruled in favor of the Americans for Clean Energy and its petitioners against the EPA related to its decision to lower the 2016 volume requirements. The Court concluded the EPA erred in how it interpreted the “inadequate domestic supply” waiver provision of RFS II, which authorizes the EPA to consider supply-side factors affecting the volume of renewable fuel available to refiners, blenders and importers to meet statutory volume requirements. The waiver provision does not allow the EPA to consider the volume of renewable fuel available to consumers or the demand-side constraints that affect the consumption of renewable fuel by consumers. As a result, the Court vacated the EPA’s decision to reduce the total renewable fuel volume requirements for 2016 through its waiver authority, which the EPA is expected to address. We believe this decision to confine the EPA’s waiver analysis to supply considerations benefits the industry overall and expect the primary impact will be on the RINs market. The EPA has not yet accounted for the 500 million gallons that the court in the Americans for Clean Energy case directed.

Valero Energy and refining trade group American Fuel and Petrochemical Manufacturers (AFPM) have challenged the EPA’s handling of the U.S. biofuel mandate in separate actions on January 26, 2018. AFPM is asking the D.C. U.S. Court of Appeals to review the EPA’s November 2017 decision to reject proposed changes to the structure of the RFS, including moving the point of obligation from refiners and importers of fuel to fuel blenders. Valero filed two petitions with the same court, one seeking review of the annual RVO rule set by the EPA for 2018 and 2019, which dictates the volumes of renewable fuels to be blended in the coming years, and a second arguing against the EPA’s December 2017 assertion that the agency has fulfilled its duty to periodically review the RFS as directed by statute.

Government actions abroad can significantly impact the demand for U.S. ethanol. In September 2017, China’s National Development and Reform Commission, the National Energy Board and 15 other state departments issued a joint plan to expand the use and production of biofuels containing up to 10% ethanol by 2020. China, the number three importer of U.S. ethanol in 2016, imported negligible volumes during the year due to a 30% tariff imposed on U.S. and Brazil fuel ethanol, which took effect in January 2017. There is no assurance the recently issued joint plan will lead to increased imports of U.S. ethanol, and recent trade tensions have caused China to raise their tariff on ethanol to 45% and then to 70%. Our exports also face tariff rate quotas, countervailing duties, and other hurdles in Brazil, the European Union, India, Peru, and elsewhere, which limits our ability to compete in some markets.

In Brazil, the Secretary of Foreign Trade issued an official written resolution, imposing a 20% tariff on U.S. ethanol imports in excess of 150 million liters, or 39.6 million gallons per quarter in September 2017. The ruling is valid for two years. In June 2017, the Energy Regulatory Commission of Mexico (CRE) approved the use of 10% ethanol blends, which was challenged by nine lawsuits. Four cases were dismissed. The five remaining cases follow one of two tracks: 1) to determine the constitutionality of the CRE regulation, or 2) to determine the benefits, or lack thereof, of introducing E10 to Mexico. Five of these cases were initially denied and are going through the appeals process. An injunction was granted in October 2017, preventing the blending and selling of E10, but was overturned by a higher court in June 2018 making it legal to blend and sell E10 by PEMEX throughout Mexico except for its three largest metropolitan areas. U.S. ethanol exports to Mexico totaled 30 mmg in 2017.

The Tax Cuts and Jobs Act was enacted on December 22, 2017 and is effective January 1, 2018. We continue to analyze the Act’s impact to current and future taxes. We are also following the guidance of SAB 118 which provides a measurement period to complete accounting for certain elements of the tax reform. On March 23, 2018, Congress rescinded an unintended consequence of the Act under section 199A, which provided certain tax benefits to producers selling grain to cooperative associations and enabled a potential marketplace advantage over other agribusiness companies.

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Comparability of our Financial Results

We report the financial and operating performance for the following four operating segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

During the normal course of business, our operating segments do business with each other. For example, our agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains and corn oil of our ethanol production segment. Our partnership segment provides fuel storage and transportation services for our agribusiness and energy services segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact our consolidated results since the revenues and corresponding costs are eliminated.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment. When we evaluate segment performance, we review the following segment information as well as earnings before interest, income taxes, depreciation and amortization, or EBITDA.

The company also owns a 90.0% interest in BioProcess Algae, a joint venture formed in 2008. Beginning April 1, 2016, we consolidate the financial results of BioProcess Algae, and record a noncontrolling interest for the economic interest in the joint venture held by others.

As of September 30, 2018, we, together with our subsidiaries, own a 62.4% limited partner interest and a 2.0% general partner interest in the partnership and own all of the partnership’s incentive distribution rights, with the remaining 35.6% limited partner interest owned by public common unitholders. We consolidate the financial results of the partnership, and record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders.

Segment Results

The selected operating segment financial information are as follows (in thousands):

	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
	2018		2017		Variance	2018		2017		Variance
Revenues:
Ethanol production:
Revenues from external customers	$	573,399	$	620,180	(7.5%)	$	1,726,418	$	1,857,356	(7.0%)
Intersegment revenues		3,113		3,579	(13.0)		9,285		6,624	40.2
Total segment revenues		576,512		623,759	(7.6)		1,735,703		1,863,980	(6.9)
Agribusiness and energy services:
Revenues from external customers		174,290		164,604	5.9		546,151		483,670	12.9
Intersegment revenues		12,692		14,406	(11.9)		38,249		33,679	13.6
Total segment revenues		186,982		179,010	4.5		584,400		517,349	13.0
Food and ingredients:
Revenues from external customers		251,113		114,750	118.8		755,109		329,432	129.2
Intersegment revenues		38		38	-		118		113	4.4
Total segment revenues		251,151		114,788	118.8		755,227		329,545	129.2
Partnership:
Revenues from external customers		1,298		1,701	(23.7)		4,546		4,724	(3.8)
Intersegment revenues		24,472		24,748	(1.1)		72,949		74,019	(1.4)
Total segment revenues		25,770		26,449	(2.6)		77,495		78,743	(1.6)
Revenues including intersegment activity		1,040,415		944,006	10.2		3,152,825		2,789,617	13.0
Intersegment eliminations		(40,315)		(42,771)	(5.7)		(120,601)		(114,435)	5.4
Revenues as reported	$	1,000,100	$	901,235	11.0%	$	3,032,224	$	2,675,182	13.3%

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	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
	2018		2017		Variance	2018		2017		Variance
Cost of goods sold:
Ethanol production	$	560,719	$	590,904	(5.1%)	$	1,706,891	$	1,802,688	(5.3%)
Agribusiness and energy services		179,432		168,735	6.3		546,318		487,239	12.1
Food and ingredients		236,150		98,854	138.9		702,355		281,898	149.2
Partnership		-		-	*		-		-	*
Intersegment eliminations		(39,917)		(42,706)	(6.5)		(120,220)		(114,123)	5.3
	$	936,384	$	815,787	14.8%	$	2,835,344	$	2,457,702	15.4%

	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
	2018		2017		Variance	2018		2017		Variance
Operating income (loss):
Ethanol production	$	(15,961)	$	3,107	*	$	(60,704)	$	(25,950)	(133.9%)
Agribusiness and energy services		2,851		3,686	(22.7)		22,081		13,138	68.1
Food and ingredients		8,324		10,132	(17.8)		33,890		30,472	11.2
Partnership		16,725		16,290	2.7		48,214		47,707	1.1
Intersegment eliminations		(325)		8	*		(113)		(147)	23.1
Corporate activities		(10,965)		(12,507)	12.3		(34,879)		(30,898)	(12.9)
	$	649	$	20,716	(96.9%)	$	8,489	$	34,322	(75.3%)

	Three Months Ended September 30,				%	Nine Months Ended September 30,				%
	2018		2017		Variance	2018		2017		Variance
EBITDA:
Ethanol production	$	8,475	$	25,570	(66.9%)	$	4,742	$	38,521	(87.7%)
Agribusiness and energy services		3,537		5,150	(31.3)		24,035		15,910	51.1
Food and ingredients		12,151		13,272	(8.4)		47,192		39,741	18.7
Partnership		17,913		17,589	1.8		51,674		51,549	0.2
Intersegment eliminations		(325)		8	*		(113)		(147)	23.1
Corporate activities		(9,716)		(11,212)	13.3		(30,533)		(27,275)	(11.9)
	$	32,035	$	50,377	(36.4%)	$	96,997	$	118,299	(18.0%)

* Percentage variance not considered meaningful.

We use EBITDA as a segment measure of profitability to compare the financial performance of our reportable segments and manage those segments. We believe EBITDA is a useful measure to compare our performance against other companies. EBITDA should not be considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA may not be comparable with a similarly titled measure of other companies.

The following table reconciles net income (loss) to EBITDA for the periods indicated (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Interest expense		23,399		31,889		67,548		69,815
Income tax benefit		(14,658)		(48,775)		(31,438)		(60,905)
Depreciation and amortization		30,713		27,834		84,010		80,105
EBITDA	$	32,035	$	50,377	$	96,997	$	118,299

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Three Months Ended September 30, 2018, Compared with the Three Months Ended September 30, 2017

Consolidated Results

Consolidated revenues increased $98.9 million for the three months ended September 30, 2018, compared with the same period in 2017 primarily as a result of the acquisitions of cattle feeding operations in 2018 and 2017 and higher average realized prices for distillers grains, partially offset by a decrease in ethanol production and trading activity.

Operating income decreased $20.1 million and EBITDA decreased $18.3 million for the three months ended September 30, 2018 compared with the same period last year primarily due to the compression of ethanol production margins. Interest expense decreased $8.5 million for the three months ended September 30, 2018, compared with the same period in 2017, primarily due to higher expense associated with the termination of previous credit facilities during the three months ended September 30, 2017. Income tax benefit was $14.7 million for the three months ended September 30, 2018, compared with $48.8 million for the same period in 2017 due toadditional tax benefits related to R&D Credits recognized for all open tax years during the three months ended September 30, 2017.

The following discussion provides greater detail about our thirdquarter segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows:

	Three Months Ended September 30,
	2018	2017	% Variance
Ethanol produced
(thousands of gallons)	304,826	313,642	(2.8)
Distillers grains produced
(thousands of equivalent dried tons)	811	817	(0.7)
Corn oil produced
(thousands of pounds)	78,304	75,440	3.8
Corn consumed
(thousands of bushels)	105,965	109,544	(3.3)

Revenues in our ethanol production segment decreased $47.2 million for the three months ended September 30, 2018, compared with the same period in 2017 primarily due to lower volumes of ethanol and distillers grains produced in addition to lower average ethanol prices realized, partially offset by higher average distillers grains prices realized.

Cost of goods sold for our ethanol production segment decreased $30.2 million for the three months ended September 30, 2018, compared with the same period last year due to decreased volumes sold offset by higher corn prices. As a result of the factors identified above, operating income decreased $19.1 million and EBITDA decreased $17.1 million for the three months ended September 30, 2018, compared with the same period in 2017. Depreciation and amortization expense for the segment was $24.3 million for the three months ended September 30, 2018, compared with $21.0 million for the same period last year primarily due to accelerated depreciation associated with fixed asset disposals during the three months ended September 30, 2018.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment increased $8.0 million while operating income decreased $0.8 million and EBITDA decreased by $1.6 million for the three months ended September 30, 2018, compared with the same period in 2017. The increase in revenues was primarily due to higher average realized prices for distillers grains, partially offset by a decrease in ethanol production and trading activity. Operating income and EBITDA decreased primarily as a result of decreased trading activity margins.

Food and Ingredients Segment

Revenues in our food and ingredients segment increased $136.4 million for the three months ended September 30, 2018, compared with the same period in 2017. The increase in revenues was primarily due to an increase in cattle volumes sold as a

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result of the acquisitions of cattle feeding operations during 2017 and 2018. Cattle head sold for the three months ended September 30, 2018,  and 2017was approximately 147,000 and 48,000, respectively.

Operating income decreased by $1.8 million and EBITDA decreased $1.1 million for the three months ended September 30, 2018, compared with the same period in 2017 primarily due to a decrease in cattle margins.

Partnership Segment

Revenues generated by our partnership segment decreased $0.7 million for the three months ended September 30, 2018,  compared to the same period of 2017, due to lower revenues generated from our rail transportation services and terminal services, offset by an increase in revenues generated from trucking services and storage and throughput services. Operating income increased $0.4 million and EBITDA increased $0.3 million for the three months ended September 30, 2018, compared with the same period in 2017 primarily due to lower railcar lease expense associated with our terminal operations.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $2.5 million for the three months ended September 30, 2018, compared with the same period in 2017 due to decreased intersegment corn purchases within the agribusiness and energy services segment as well as decreased intersegment distillers grain revenues within the ethanol production segment, both primarily due to decreased sales to the food and ingredients segment for cattle feed.

Corporate Activities

Operating income was impacted by a decrease in operating expenses for corporate activities of $1.5 million for the three months ended September 30, 2018, compared with the same period in 2017 primarily due to decreased selling, general and administrative expenses related to personnel costs in 2018.

Income Taxes

We recorded income tax benefit of $14.7 million for the three months ended September 30, 2018, compared with $48.8 million for the same period in 2017. The decrease in income tax benefit was due primarily to the company’s recognition of a net tax benefit of $10.1 million during the three months ended September 30, 2018, compared to a net tax benefit of $49.5 million during the same period in 2017, for federal and state R&D Credits relating to current and prior periods.

Nine Months Ended September 30, 2018, Compared with the Nine Months Ended September 30, 2017

Consolidated Results

Consolidated revenues increased $357.0 million for the nine months ended September 30, 2018, compared with the same period in 2017, primarily as a result of the acquisitions of cattle feeding operations at the end of the first quarter and at the beginning of the second quarter of 2017 and in the third quarter of 2018. The increase was also driven by higher average realized prices for distillers grains and additional natural gas volumes sold, partially offset by a decrease in volumes for ethanol and distillers grains and lower average realized prices for ethanol and corn oil.

Operating income decreased $25.8 million and EBITDA decreased $21.3 million for the nine months ended September 30, 2018,  compared with the same period last year primarily due to decreased margins in our ethanol production segment. Interest expense decreased $2.3 million for the nine months ended September 30, 2018, compared with the same period in 2017, primarily due to higher expense associated with the termination of previous credit facilities during the nine months ended September 30, 2017, partially offset by higher average debt outstanding and higher borrowing costs during the nine months ended September 30, 2018. Income tax benefit was $31.4 million for the nine months ended September 30, 2018, compared with $60.9 million for the same period in 2017due to additional tax benefits related to R&D Credits recognized for all open tax years during the nine months ended September 30, 2017.

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The following discussion provides greater detail about our year to date segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows:

	Nine Months Ended September 30,
	2018	2017	% Variance
Ethanol produced
(thousands of gallons)	881,518	915,607	(3.7)
Distillers grains produced
(thousands of equivalent dried tons)	2,279	2,421	(5.9)
Corn oil produced
(thousands of pounds)	222,994	216,482	3.0
Corn consumed
(thousands of bushels)	306,395	318,709	(3.9)

Revenues in our ethanol production segment decreased $128.3 million for the nine months ended September 30, 2018, compared with the same period in 2017 primarily due to lower volumes of ethanol and distillers grains sold in addition to lower average ethanol and corn oil prices realized, partially offset by higher average distillers grains prices realized.

Cost of goods sold for our ethanol production segment decreased $95.8 million for the nine months ended September 30, 2018, compared with the same period last year due to lower production volumes and lower corn prices. As a result of the factors identified above, operating income decreased $34.8 million and EBITDA decreased $33.8 million for the nine months ended September 30, 2018, compared with the same period in 2017. Depreciation and amortization expense for the segment was $65.3 million for the nine months ended September 30, 2018, compared with $61.4 million for the same period last year primarily due to accelerated depreciation associated with fixed asset disposals during the nine months ended September 30, 2018.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment increased $67.1 million while operating income increased $8.9 million and EBITDA increased by $8.1 million for the nine months ended September 30, 2018, compared with the same period in 2017. The increase in revenues was primarily due to an increase in ethanol and natural gas trading activity, partially offset by lower average realized prices for corn oil. Operating income and EBITDA increased primarily as a result of increased trading activity margins.

Food and Ingredients Segment

Revenues in our food and ingredients segment increased $425.7 million for the nine months ended September 30, 2018, compared with the same period in 2017. The increase in revenues was primarily due to an increase in cattle volumes sold as a result of the acquisitions of cattle feeding operations during the first and second quarters of 2017 and in the third quarter of 2018. Cattle head sold for the nine months ended September 30, 2018,  and 2017,  was approximately 402,000 and 128,000, respectively.

Operating income increased by $3.4 million and EBITDA increased $7.5 million for the nine months ended September 30, 2018, compared with the same period in 2017 primarily due to the increase in cattle volumes outlined above. During the nine months ended September 30, 2018, the company recognized a gain within other income of $4.5 million related to business interruption and property insurance proceeds received in excess of the book value of certain fixed assets that were damaged at the Hereford cattle feed yard.

Partnership Segment

Revenues generated by our partnership segment decreased $1.2 million for the nine months ended September 30, 2018,  compared to the same period of 2017, due to lower revenues generated from our rail transportation and terminal services, offset by an increase in trucking service and storage and throughput services. Operating income increased $0.5 million for the nine months ended September 30, 2018, compared with the same period in 2017 primarily due to a decrease in railcar lease

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expense and unloading fees, partially offset by increased wages, fuel and other expenses. EBITDA increased $0.1 million for the nine months ended September 30, 2018, compared with the same period in 2017.

Intersegment Eliminations

Intersegment eliminations of revenues increased by $6.2 million for the nine months ended September 30, 2018, compared with the same period in 2017 due to increased intersegment corn purchases within the agribusiness and energy services segment as well as increased intersegment distillers grain revenues within the ethanol production segment, both primarily due to increased sales to the food and ingredients segment for cattle feed.

Corporate Activities

Operating income was impacted by an increase in operating expenses for corporate activities of $4.0 million for the nine months ended September 30, 2018, compared with the same period in 2017 primarily due to increased selling, general and administrative expenses related to personnel costs in 2018.

Income Taxes

We recorded income tax benefit of $31.4 million for the nine months ended September 30, 2018, compared with $60.9 million for the same period in 2017. The decrease in income tax benefit was due primarily to the company’s recognition of a net tax benefit of $18.4 million during the nine months ended September 30, 2018, compared to $49.5 million during the same period in 2017, for federal and state R&D Credits relating to current and prior periods.

Liquidity and Capital Resources

Our principal sources of liquidity include cash generated from operating activities and bank credit facilities. We fund our operating expenses and service debt primarily with operating cash flows. Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities, borrowings under bank credit facilities, or issuance of senior notes or equity. Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions. We believe that our ability to obtain financing at reasonable rates and history of consistent cash flow from operating activities provide a solid foundation to meet our future liquidity and capital resource requirements.

On September 30, 2018, we had $171.7 million in cash and equivalents, excluding restricted cash, consisting of $155.6 million held at our parent company and the remainder held at our subsidiaries. Additionally, we had $62.8 million in restricted cash at September 30, 2018. We also had $491.6 million available under our revolving credit agreements, some of which were subject to restrictions or other lending conditions. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At September 30, 2018, our subsidiaries had approximately $171.2 million of net assets that were not available to us in the form of dividends, loans or advances due to restrictions contained in their credit facilities. As a result of the $500 million term loan agreement and related debt extinguishment at Green Plains Processing and Fleischmann’s Vinegar, we no longer consider certain subsidiaries to have restrictions on cash and asset distributions.

Net cash provided by operating activities was $84.4 million for the nine months ended September 30, 2018, compared with $114.2 million used for the same period in 2017. Operating activities compared to the prior year were primarily affected by decreases in cash spent on cattle inventory offset by decreases in operating income when compared to the same period of the prior year. Net cash used in investing activities was $150.5 million for the nine months ended September 30, 2018, compared to $110.2 million for the same period in 2017, with the increase due primarily to the acquisition of cattle feed operations during the current year,partially offset by cash received from other investing activities. Net cash used in financing activities was $11.8 million for the nine months ended September 30, 2018,  compared with net cash provided by financing activities of $164.3 million for the same period in 2017, with the increase in cash used resulting from lower net short-term borrowings.

Additionally, Green Plains Trade, Green Plains Cattle and Green Plains Grain use revolving credit facilities to finance working capital requirements. We frequently draw from and repay these facilities which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.

We incurred capital expenditures of $31.1 million in the first nine months of 2018 for various maintenance and expansion projects. Capital spending for the remainder of 2018 is expected to be approximately $4 million for various

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projects, which are expected to be financed with cash provided by operating activities and available borrowings under our credit facilities.

Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, corn oil, natural gas and cattle. We use derivative financial instruments to reduce the market risk associated with fluctuations in commodity prices. Sudden changes in commodity prices may require cash deposits with brokers for margin calls or significant liquidity with little advanced notice to meet margin calls, depending on our open derivative positions. We continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.

We have paid a quarterly cash dividend since August 2013, and anticipate declaring a cash dividend in future quarters on a regular basis. Future declarations of dividends, however, are subject to board approval and may be adjusted as our liquidity, business needs or market conditions change. On August 15, 2018, our board of directors declared a quarterly cash dividend of $0.12 per share. The dividend was paid on September 14, 2018, to shareholders of record at the close of business on August 27, 2018.

For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement requires the partnership to distribute all available cash, as defined, to its partners, including us, within 45 days after the end of each calendar quarter. Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves established by our general partner plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter. On October 18, 2018, the board of directors of the general partner of the partnership declared a cash distribution of $0.475 per unit on outstanding common units. The distribution is payable on November 9, 2018, to unitholders of record at the close of business on November 2, 2018.

In August 2014, we announced a share repurchase program of up to $100 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. We did not repurchase any shares during the third quarter of 2018 due to certain restrictions under the term loan agreement. To date, we have repurchased 909,667 shares of common stock for approximately $16.7 million under the program.

We believe we have sufficient working capital for our existing operations. Furthermore, our liquidity position has improved subsequent to September 30, 2018, as a result of the recently announced sale of three of our ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan as well as the sale of Fleischmann’s Vinegar Company.  We anticipate that thenet cash proceeds from the sales, net of fees and taxes, will be approximately $645million, which we expect will be used to pay off the outstanding term loan balance.For additional information related to the subsequent sales, see Note 16 – Subsequent Events included as part of the notes to consolidated financial statements. A sustained period of unprofitable operations, however, may strain our liquidity, making it difficult to maintain compliance with our financing arrangements. We may sell additional equity or borrow capital to improve or preserve our liquidity, expand our business or build additional or acquire existing businesses. We cannot provide assurance that we will be able to secure funding necessary for additional working capital or these projects at reasonable terms, if at all.

Debt

For additional information related to our debt, see Note 9 – Debtand Note 16 – Subsequent Eventsincluded as part of the notes to consolidated financial statements and Note 11 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2017.

We were in compliance with our debt covenants at September 30, 2018. Based on our forecasts, we believe we will maintain compliance at each of our subsidiaries for the next twelve months or have sufficient liquidity available on a consolidated basis to resolve noncompliance. We cannot provide assurance that actual results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event a subsidiary is unable to comply with its debt covenants, the subsidiary’s lenders may determine that an event of default has occurred, and following notice, the lenders may terminate the commitment and declare the unpaid balance due and payable.

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Corporate Activities

On August 29, 2017, the company and substantially all of the company’s subsidiaries, but not including Green Plains Partners and certain other entities as guarantors, entered into a $500.0 million term loan agreement with BNP Paribas, as administrative agent and collateral agent and certain other financial institutions, which matures on August 29, 2023, and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar-based loans or certain other limited circumstances in which event a 1.0% prepayment premium would be due.

The term loan agreement requires principal payments of $1.25 million on the last day of each quarter, beginning on December 31, 2017, with a final installment payable on August 29, 2023, equal to the unpaid principal and interest balances of the term loan agreement. Beginning in 2018, the credit facility also has a provision requiring the company to make special annual payments of 50% or 75% of its available free cash flow, subject to certain limitations. The term loan bears interest at a floating rate of a base rate plus a margin of 4.50% or LIBOR plus a margin of 5.50%.

The term loan agreement is guaranteed by the company and the term loan obligors, and secured by substantially all of the assets of the company and the term loan obligors, including 17 ethanol production facilities with annual capacity of approximately 1.5 billion gallons, as well as the vinegar production facilities.

The term loan agreement provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the term loan agreement; defaults in failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. If any event of default occurs, the remaining principal balance and accrued interest on the term loan agreement will become immediately due and payable.

In September 2013, we issued $120.0 million of 3.25% convertible senior notes due in 2018, or 3.25% notes, which are senior, unsecured obligations with interest payable on April 1 and October 1 of each year. Prior to April 1, 2018, the 3.25% notes were not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.04 per share. The conversion rate was recently adjusted as of September 30, 2018,  to 50.8753 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $19.66 per share. We may settle the 3.25% notes in cash, common stock or a combination of cash and common stock. For all conversions of notes which occur on or after April 1, 2018, the company elected to convert for whole shares of common stock with any fractional share being settled with cash in lieu.

During fiscal year 2017, approximately $56.3 million in aggregate principal of the 3.25% notes were exchanged for cash and 2,783,725 shares of the company’s common stock. During the three months ended June 30, 2018, an additional 50 shares of the company’s common stock were exchanged for approximately $1 thousand in aggregate principal amount of the 3.25% notes.

During the three months ended September 30, 2018, the company entered into exchange agreements with certain beneficial owners of the company’s outstanding 3.25% convertible senior notes due 2018 (the “Old Notes”), pursuant to which such Investors exchanged (the “Exchange”) $56.8 million in aggregate principal amount of the Old Notes for $56.8 million in aggregate principal amount of notes due 2019 (the “New Notes”). The company evaluated the Exchange in accordance with ASC 470-50 and concluded that the Exchange qualified as a debt modification as the cash flows and fair value of the embedded conversion option of the New Notes were not substantially different from the Old Notes. As a result, the New Notes were recorded at fair value at the time of the exchange, and the company recorded a non-cash adjustment to additional paid-in capital of $4.7 million related to the difference in fair value of the embedded conversion option of the Old Notes and the New Notes. Following the closing of these agreements, $6.9 million aggregate principal of the Old Notes remain outstanding. On October 1, 2018, the maturity date of the Old Notes, the remaining aggregate principal of $6.9 million was paid.

The New Notes are the senior, unsecured obligations of the company and bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2018.  Interest on the New Notes will accrue from, and including, April 1, 2018. The New Notes will mature on October 1, 2019, unless earlier converted. Holders of New Notes may convert their New Notes, at their option, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date of the New Notes. The conversion rate for the New Notes will initially be 50.6481 shares of the company’s common stock per $1,000 principal amount of New Notes, which corresponds to an initial conversion price of approximately $19.74 per share of the company’s common stock. The conversion rate will be subject to adjustment upon the occurrence of certain events.

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Upon conversion of the convertible notes, the company will settle its conversion obligation by delivering shares of its common stock at the applicable conversion rate, together with cash in lieu of any fractional share.

The company does not have the right to redeem the New Notes at its election before their maturity. The New Notes are subject to customary provisions providing for the acceleration of their principal and interest upon the occurrence of events that constitute an “event of default.”  Events of default include, among other events, certain payment defaults, defaults in settling conversions, certain defaults under the company’s other indebtedness and certain insolvency-related events. Upon maturity, the company will settle the New Notes in cash.

In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which are senior, unsecured obligations with interest payable on March 1 and September 1 of each year. Prior to March 1, 2022, the 4.125% notes are not convertible unless certain conditions are satisfied. The initial conversion rate is 35.7143 shares of common stock per $1,000 of principal which is equal to a conversion price of approximately $28.00 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.12 per share. We may settle the 4.125% notes in cash, common stock or a combination of cash and common stock.

Ethanol Production Segment

We have small equipment financing loans, capital leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility to finance working capital up to the maximum commitment based on eligible collateral, which matures in July of 2019. This facility can be increased by up to $75.0 million with agent approval and up to $50.0 million for seasonal borrowings. Total commitments outstanding under the facility cannot exceed $250.0 million. At September 30, 2018, the outstanding principal balance was $30.0 million on the facility and our interest rate was 5.25%.

Green Plains Trade has a $300.0 million senior secured asset-based revolving credit facility to finance working capital up to the maximum commitment based on eligible collateral, which matures in July of 2022. This facility can be increased by up to $70.0 million with agent approval. Advances are subject to variable interest rates equal to a daily LIBOR rate plus 2.25% or the base rate plus 1.25%. The unused portion of the credit facility is also subject to a commitment fee of 0.375% per annum. At September 30, 2018, the outstanding principal balance was $133.7 million on the facility and the interest rate was 4.26%.

Green Plains Commodity Management has an uncommitted $20.0 million revolving credit facility which matures April 30, 2023 to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to LIBOR plus 1.75%. At September 30, 2018, the outstanding principal balance was $12.1 million on the facility and the interest rate was 3.95%. 

Green Plains Grain has entered into short-term inventory financing agreements with a financial institution. At September 30, 2018, 1.0 million bushels of corn had been designated as collateral under these agreements at initial values totaling $4.2 million. The company has accounted for the agreements as short-term notes, rather than sales, and has elected the fair value option to offset fluctuations in market prices of the inventory. At September 30, 2018, the short-term notes payable were valued at $4.0 million and our interest rate was 4.68%.

Food and Ingredients Segment

Green Plains Cattle has a $500.0 million senior secured asset-based revolving credit facility to finance working capital up to the maximum commitment based on eligible collateral, which matures in April of 2020. This facility can be increased by up to $100.0 million with agent approval and includes a swing-line sublimit of $20.0 million. On July 31, 2018, the company amended the credit facility, to increase the maximum commitment from $425.0 million to $500.0 million. At September 30, 2018, the outstanding principal balance was $376.7 million on the facility and our interest rate was 4.28%.

Advances under the revolving credit facility, as amended, are subject to variable interest rates equal to LIBOR plus 2.0% to 3.0% or the base rate plus 1.0% to 2.0%, depending on the preceding three months’ excess borrowing availability. The unused portion of the credit facility is also subject to a commitment fee of 0.20% to 0.30% per annum, depending on the

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preceding three months’ excess borrowing availability. Interest is payable as required, but not less than quarterly in arrears and principal is due upon maturity. 

Partnership Segment

Green Plains Partners, through a wholly owned subsidiary, has a $235.0 million revolving credit facility, which matures on July 1, 2020, to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes. On February 20, 2018, the partnership accessed a portion of its available accordion to increase the revolving credit facility by $40.0 million, from $195.0 million to $235.0 million.The credit facility can be increased by an additional $20.0 million without the consent of the lenders. At September 30, 2018, the outstanding principal balance was $128.0 million on the facility and had an average interest rate of 4.74%.

Contractual Obligations

Contractual obligations as of September 30, 2018, were as follows (in thousands):

		Payments Due By Period
Contractual Obligations		Total	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long-term and short-term debt obligations (1)	$	1,435,128	$	622,198	$	140,168	$	180,797	$	491,965
Interest and fees on debt obligations (2)		244,039		75,720		87,763		72,262		8,294
Operating lease obligations (3)		103,920		26,836		33,498		13,510		30,076
Other		13,673		812		8,548		2,428		1,885
Purchase obligations:
Forward grain purchase contracts (4)		240,753		235,746		2,840		2,000		167
Other commodity purchase contracts (5)		171,165		163,436		7,008		721		-
Other		273		64		209		-		-
Total contractual obligations	$	2,208,951	$	1,124,812	$	280,034	$	271,718	$	532,387

(1) Includes the current portion of long-term debt and excludes the effect of any debt discounts and issuance costs.

(2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principal and interest amounts are      paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.

(3) Operating lease costs are primarily for railcars and office space.

(4) Purchase contracts represent index-priced and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.

(5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.

Critical Accounting Policies and Estimates

Key accounting policies, including those relating to revenue recognition, depreciation of property and equipment, asset retirement obligations, impairment of long-lived assets and goodwill, derivative financial instruments, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2017.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements other than the operating leases, which are entered into during the ordinary course of business and disclosed in the Contractual Obligations section above.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We use various financial instruments to manage and reduce our exposure to various market risks, including changes in commodity prices and interest rates. We conduct all of our business in U.S. dollars and are not currently exposed to foreign currency risk.

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Interest Rate Risk

We are exposed to interest rate risk through our loans which bear interest at variable rates. Interest rates on our variable-rate debt are based on the market rate for the lender’s prime rate or LIBOR. A 10% increase in interest rates would affect our interest cost by approximately $6.4 million per year. At September 30, 2018, we had $1.4 billion in debt, $1.2 billion of which had variable interest rates.

For additional information related to our debt, see Note 9 – Debt included as part of the notes to consolidated financial statements and Note 11 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2017.

Commodity Price Risk

Our business is highly sensitive to commodity price risk, particularly for corn, corn oil, natural gas, ethanol, distillers grains and cattle. Corn prices are affected by weather conditions, yield, changes in domestic and global supply and demand, and government programs and policies. Natural gas prices are influenced by severe weather in the summer and winter and hurricanes in the spring, summer and fall. Other factors include North American energy exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline and corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Distillers grains prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production. Cattle prices are impacted by weather conditions, overall economic conditions and government regulations.

To reduce the risk associated with fluctuations in the price of corn, natural gas, ethanol, distillers grains, corn oil and cattle, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available, using a model that continually monitors market prices for corn, natural gas and other inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions using a combination of forward fixed-price purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or inventories and vice versa. Our results are impacted by a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred. During the three and nine months ended September 30, 2018, revenues included net gains of $5.3 million and $4.1 million, respectively, and cost of goods sold included net gains of $12.1 million and $3.5 million, respectively, associated with derivative financial instruments.

Ethanol Production Segment

In the ethanol production segment, net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. To reduce commodity price risk caused by market fluctuations, we enter into exchange-traded futures and options contracts that serve as economic hedges.

Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated net income effect resulting from a hypothetical 10% change in price for the next 12 months starting on September 30, 2018, are as follows (in thousands):

Commodity	Estimated Total Volume Requirements for the Next 12 Months (1)	Unit of Measure	Net Income Effect of Approximate 10% Change in Price
Ethanol	1,470,000	Gallons	$	165,213
Corn	518,000	Bushels	$	153,112
Distillers grains	4,100	Tons (2)	$	39,244
Corn oil	359,000	Pounds	$	7,053
Natural gas	41,700	MmBTU	$	6,154

(1) Estimated assumes production at full capacity, including the Bluffton, Lakota and Riga plants discussed in Note 16 – Subsequent Events.

(2) Distillers grains quantities are stated on an equivalent dried ton basis.

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Agribusiness and Energy Services Segment

In the agribusiness and energy services segment, our inventories, physical purchase and sale contracts and derivatives are marked to market. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of grain and grain held in inventory, we enter into exchange-traded futures and options contracts that serve as economic hedges.

The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain. The less correlated portion of inventory and purchase and sale contract market values, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.

Our daily net commodity position consists of inventories related to purchase and sale contracts and exchange-traded contracts. The fair value of our position was approximately $0.5 million for grain based on market prices at September 30, 2018. Our market risk at that date, based on the estimated net income effect resulting from a hypothetical 10% change in price, was approximately $43 thousand.

Food and Ingredients Segment

In the food and ingredients segment, our physical cattle purchase and sale contracts and derivatives are marked to market. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of cattle, we enter into exchange-traded futures and options contracts that serve as economic hedges.

The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of purchase and sale contracts for cattle. The less correlated portion of inventory and purchase and sale contract market values, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.

Our daily net commodity position consists of inventories related to purchase and sale contracts and exchange-traded contracts. The fair value of our position was approximately $5.6 million for cattle at September 30, 2018. Our market risk at that date, based on the estimated net income effect resulting from a hypothetical 10% change in price, was approximately $0.4 million.

Our daily net commodity position consists of inventories related to purchase and sale contracts and exchange-traded contracts. The fair value of our position was approximately $14.3 million for grain and other cattle feed at September 30, 2018. Our market risk at that date, based on the estimated net income effect resulting from a hypothetical 10% change in price, was approximately $1.1 million.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial 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. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Under the supervision and participation of our chief executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We are currently involved in litigation that has arisen during the ordinary course of business. We do not believe this litigation will have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A.  Risk Factors.

Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, 2017, in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under “Cautionary Information Regarding Forward-Looking Statements,” of this report. Investors should also carefully consider the discussion of risks with the partnership under the heading “Risk Factors” and other information in their annual report on Form 10-K for the year ended December 31, 2017. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. The following risk factor supplements and/or updates risk factors previously disclosed and should be considered in conjunction with the other information included in, or incorporated by reference in, this quarterly report on Form 10-Q.

Government mandates affecting ethanol usage could change and impact the ethanol market.

Under the provisions of the EISA, Congress established a mandate setting the minimum volume of renewable fuels that must be blended with gasoline under the RFS II, which affects the domestic market for ethanol. The EPA has the authority to waive the requirements, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the economy or the environment. After 2022, volumes shall be determined by the EPA in coordination with the Secretaries of Energy and Agriculture, taking into account such factors as impact on environment, energy security, future rates of production, cost to consumers, infrastructure, and other factors such as impact on commodity prices, job creation, rural economic development, or impact on food prices.

Our operations could be adversely impacted by legislation or EPA actions, as set forth below or otherwise, that may reduce the RFS II mandate. Similarly, should federal mandates regarding oxygenated gasoline be repealed, the market for domestic ethanol could be adversely impacted. Economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the RFS II mandate, may affect future demand. A significant increase in supply beyond the RFS II mandate could have an adverse impact on ethanol prices. Moreover, changes to RFS II could negatively impact the price of ethanol or cause imported sugarcane ethanol to become more economical than domestic ethanol.

According to RFS II, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive years, the EPA is required to modify, or reset, statutory volumes through 2022. Since 2018 is the first year the total RVOs are more than 20% below statutory levels, the EPA Administrator directed his staff to initiate the required technical analysis to perform any future reset consistent with the reset rules. If 2019 RVOs are also more than 20% below statutory levels, the RVO reset will be triggered under RFS II and the EPA will be required to modify statutory volumes through 2022 within one year of the trigger event, based on the same factors used to set the RVOs post-2022.

The U.S. Federal District Court for the D.C. Circuit ruled on July 28, 2017, in favor of the Americans for Clean Energy and its petitioners against the EPA related to its decision to lower the 2016 volume requirements. The Court concluded the EPA erred in how it interpreted the “inadequate domestic supply” waiver provision of RFS II, which authorizes the EPA to consider supply-side factors affecting the volume of renewable fuel available to refiners, blenders, and importers to meet the statutory volume requirements. As a result, the Court vacated the EPA’s decision to reduce the total renewable fuel volume requirements for 2016 through its waiver authority, which the EPA is expected to address.

On November 22, 2017, the EPA issued a Notice of Denial of Petitions for rulemaking to change the RFS point of obligation which resulted in the EPA confirming the point of obligation will not change. However, Valero Energy and refining trade group American Fuel and Petrochemical Manufacturers (AFPM) have challenged the EPA’s handling of the U.S. biofuel mandate in separate actions on January 26, 2018. AFPM is asking the D.C. U.S. Court of Appeals to review the EPA’s November 2017 decision to reject proposed changes to the structure of the RFS, including moving the point of obligation from refiners and importers of fuel to fuel blenders. Valero filed two petitions with the same court, one seeking review of the annual Renewable Volume Obligation (RVO) rule set by the EPA for 2018 and 2019, which dictates the

53

volumes of renewable fuels to be blended in the coming years, and a second arguing against the EPA’s December 2017 assertion that the agency has fulfilled its duty to periodically review the RFS as directed by statute.

Future demand may be influenced by economic incentives to blend based on the relative value of gasoline versus ethanol, taking into consideration the octane value of ethanol, environmental requirements and the RFS II mandate. A significant increase in supply beyond the RFS II mandate could have an adverse impact on ethanol prices. Moreover, any changes to RFS II originating from issues associated with the market price of RINs could negatively impact the demand for ethanol, discretionary blending of ethanol and/or the price of ethanol. Recent actions by the EPA to grant small refiner exemptions as well as the Philadelphia Energy Solutions Bankruptcy Court’s decision to grant RIN relief have resulted in lower RIN prices.

Flexible-fuel vehicles, which are designed to run on a mixture of fuels such as E85, receive preferential treatment to meet corporate average fuel economy standards in the form of CAFE credits. Flexible-fuel vehicle credits have been decreasing since 2014 and will be completely phased out by 2020. Absent CAFE preferences, auto manufacturers may not be willing to build flexible-fuel vehicles, reducing the growth of E85 markets and resulting in lower ethanol prices.

To the extent federal or state laws or regulations are modified, the demand for ethanol may be reduced, which could negatively and materially affect our financial performance.

We may be affected by our portfolio optimization strategy.

We announced that we are evaluating the performance of our entire portfolio of assets and businesses. Based on this evaluation, we may sell certain assets or businesses or exit particular markets that are no longer a strategic fit or no longer meet their growth or profitability targets. Depending on the nature of the assets sold, our profitability may be impacted by lost operating income or cash flows from such businesses. In addition, divestitures we complete may not yield the targeted improvements in their business and may divert management’s attention from our day-to-day operations. Any charges that we are required to record or the failure to achieve the intended financial results associated with our portfolio optimization strategy could have an adverse effect on our business, financial condition or results of operations.

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

Employees surrender shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations.

The following table lists the shares that were surrendered during the third quarter of 2018:

Period	Total Number of Shares Withheld for Employee Awards	Average Price Paid per Share
July 1 - July 31	6,895	$	16.60
August 1 - August 31	1,420		17.36
September 1 - September 30	3,637		17.00
Total	11,952	$	16.81

In August 2014, we announced a share repurchase program of up to $100 million of our common stock. Under this program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback programs, tender offers or by other means. The timing and amount of the transactions are determined by management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time, without prior notice. We did not repurchase any shares during the third quarter of 2018 due to certain restrictions under the term loan agreement. Approximately $83.3 million of shares are remaining to be repurchased under the program.

Item 3.  Defaults Upon Senior Securities.

None.

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Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

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Item 6.  Exhibits.

Exhibit Index

Exhibit No.	Description of Exhibit
2.1	Asset Purchase Agreement among Green Plains Bluffton LLC, Green Plains Holdings II LLC, Green Plains Inc. and Valero Renewable Fuels Company, LLC, dated October 8, 2018. (The schedules to the Asset Purchase Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 2.1 of the company’s Current Report on Form 8-K filed on October 10, 2018)
2.2	Asset Purchase Agreement among Green Plains Partners LP, Green Plains Holdings LLC, Green Plains Operating Company LLC, Green Plains Ethanol Storage LLC, Green Plains Logistics LLC, Green Plains Inc., Green Plains Trade Group LLC, Green Plains Bluffton LLC and Green Plains Holdings II LLC, dated October 8, 2018. (The schedules to the Asset Purchase Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 2.2 of the company’s Current Report on Form 8-K filed on October 10, 2018)
4.1	Indenture relating to the 3.25% Convertible Senior Notes due 2019, dated August 14, 2018, between Green Plains Inc. and Willington Trust, National Association (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 8-K filed on August 14, 2018)
10.1	Seventh Amendment to the Credit Agreement, dated as of October 5, 2018, by and among Green Plains Cattle Company LLC and Bank of the West and ING Capital LLC, as Joint Administrative Agents, and the lenders party to the Credit Agreement
10.2	Seller Guaranty, dated October 8, 2018, Green Plains Inc.
10.3	Buyer Guaranty, dated October 8, 2018, Valero Energy Corporation
10.4	Second Amendment to Credit Agreement, dated February 16, 2018, by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A. and the other lenders party thereto.
10.5	Incremental Joinder Agreement, dated February 20, 2018, among Green Plains Operating Company LLC and Bank of America, as Administrative Agent
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following information from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements

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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 hereunto duly authorized.

Date: November 9, 2018	GREEN PLAINS INC. (Registrant) By: /s/ Todd A. Becker                                 _     Todd A. Becker President and Chief Executive Officer (Principal Executive Officer)
Date: November 9, 2018	By: /s/ John W. Neppl_ John W. Neppl Chief Financial Officer (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO the CREDIT aGReement

This SeventhAmendment to the Credit Agreement ("Amendment") is dated as of October ___, 2018, between by and among GREEN PLAINS CATTLE COMPANY LLC (the "Borrower"), the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (as defined below) (and such commercial, banking or financial institutions are sometimes referred to hereinafter collectively as the "Lenders" and individually as a "Lender"), and BANK OF THE WEST and ING CAPITAL, LLC, as "Joint Administrative Agent").  Borrower, Lenders, and the Joint Administrative Agent agree as follows:

PRELIMINARY STATEMENT.  Borrower, Lenders, and the Joint Administrative Agententered into that certain Credit Agreement dated as of December 3, 2014 (that credit agreement as amended herein and by any and all other modifications or amendments thereto is hereinafter referred to as the "Credit Agreement"; the terms defined in the Credit Agreement are used herein as therein defined).  Borrower, Lenders, and the Joint Administrative Agent wish to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.01 Amendment to Section 11.01 of the Credit Agreement.  Section 11.01 of the Credit Agreement is hereby amended and restated as follows:

11.01Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Joint Administrative Agent with the consent of the Required Lenders) and the Borrower, as the case may be, and acknowledged by the Joint Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,however, that no such amendment, waiver or consent shall:

(a)waive any condition set forth in Section 4.01 or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(c)postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

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(d)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv)(v) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of the Borrowing Base (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount; provided,  however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees  at the Default Rate;

(e)change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

(f)change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g)release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(h)release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;

(i)impose any greater restriction on the ability of any Lender under the Revolving Facility to assign any of its rights or obligations hereunder without the written consent of the Required  Lenders;

and provided,  further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Joint Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Joint Administrative Agent under this Agreement or any other Loan Document; (iv) the Autoborrow Agreement and any fee letters executed in connection therewith may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (vi) the term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Joint Administrative Agent) Notice of Additional L/C Issuer.  Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall have any

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right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended nor any principal or interest on any revolving loan is reduced or waived without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under the Revolving Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

Notwithstanding anything to the contrary herein the Joint Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13;  provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Notwithstanding anything to the contrary in this Section 11.01 or this Agreement, the Joint Administrative Agent are hereby irrevocably authorized by each of the Lenders,  in the Joint Administrative Agent sole discretion, to(1) release any Term Loan Priority Collateral, as required under the Term ICA; (2) release any Guarantor related to any release of anyTerm Loan Priority Collateral and/or (3) release the Guaranty upon the termination of the Term Loan Agreement and repayment of all obligations owed by GPI under the Term Loan Agreement.

Section 1.02 Representations and Warranties of Borrower .

(a)Borrower is duly organized, validly existing and in good standing under the laws of the State of its formation.

(b)The execution, delivery and performance by Borrower  of this Amendmentand the Credit Agreement, as amended hereby, are within Borrower's powers, have been duly authorized by all necessary action, if necessary, and do not contravene Borrower's operating agreement, or any law or any contractual restriction binding on or affecting Borrower , as applicable, or result in, or require, the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of the properties.

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(c)No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Borrower  of this Amendment and the Credit Agreement, as amended hereby. 

(d)This Amendment and the Credit Agreement, as amended hereby,constitute, legal, valid and binding obligations of Borrower  enforceable against Borrower  in accordance with their respective terms.

(e)No event listed in Section 8.01 of the Credit Agreement has occurred and is continuing.

Section 1.03 Effectiveness.  This Amendment shall become effective when the Joint Administrative Agent has received (a) counterparts of this Amendment duly executed by the Borrower and the Lenders; (b)  an opinion of counsel for the Borrower, as to such matters as reasonably requested by the Joint Administrative Agent; (c) counterparts of this Amendment, duly acknowledged by the Guarantors; and (d) such other documents, actions or assurances as Lenders or the Joint Administrative Agent may reasonably request.

Section 1.04 Reference to and Effect on the Credit Agreement.  Upon the effectiveness of Section 1.03hereof:

(a) On and after the date hereof, each reference in the Credit Agreement to "this Agreement", "hereunder" "hereof", "herein" or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended by any prior amendments, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

Section 1.05 Execution in Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

Section 1.06 Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws (without giving effect to the conflicts of laws principles thereof) of the State of Nebraska.

Section 1.07 Expenses.  The Borrower  shall pay on demand all costs and expenses incurred by Lenders in connection with the preparation, execution, delivery, filing, and administration of this Amendment (including, without limitation, Attorneys’ Costs incurred in connection with the preparation of this Amendment and advising Lender as to its rights, and the cost of any credit verification reports or field examinations of the Borrower ’ properties or books and records).  The Borrower's obligations to Lenders under this Section 1.07 shall survive termination of this Amendment and repayment of the Borrower’s Obligations to Lenders under the Credit Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GREEN PLAINS CATTLE COMPANY LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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BANK OF THE WEST, as Joint Administrative Agent
By:	/s/ Sidney Jordan
Name:	Sidney Jordan
Title:	Managing Director
BANK OF THE WEST, as Swingline Lender, and Lender
By:	/s/ Sidney Jordan
Name:	Sidney Jordan
Title:	Managing Director

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ING CAPITAL LLC, as Joint Administrative Agent, L/C Issuer, and Lender
By:	/s/ Dan Lamprecht
Name:	Dan Lamprecht
Title:	Managing Director
and
By:	/s/ Renata Medeiros
Name:	Renata Medeiros
Title:	Vice President

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RABO AGRIFINANCE LLC, Lender
By:	/s/ Deborah Asberry-Chua
Name:	Deborah Asberry-Chua
Title:	Vice President

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FARM CREDIT SERVICES OF AMERICA, PCA, Lender
By:	/s/ Judson J. Jesske
Name:	Judson J. Jesske
Title:	Vice President

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FCS COMMERCIAL FINANCE GROUP, for AGCOUNTRY FARM CREDIT SERVICES, PCA, Lender
By:	/s/ Nee Ly
Name:	Nee Ly
Title:	AVP

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BANK OF AMERICA, N.A., Lender
By:	/s/ Kory Clark
Name:	Kory Clark
Title:	Senior Vice President

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AMERICAN AGCREDIT, PCA, Lender
By:	/s/ Dennis P. Regli
Name:	Dennis P. Regli
Title:	SVP – Underwriting Manager - Corporate

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INTRUST BANK, N.A., Lender
By:	/s/ Ryan Reh
Name:	Ryan Reh
Title:	Commercial Relationship Manager

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AG COUNTRY FARM CREDIT SERVICES, FLCA, Lender
By:	/s/ Nicole Schwartz
Name:	Nicole Schwartz
Title:	Vice President

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FARM CREDIT MID-AMERICA, PCA, Lender
By:	/s/ Steven Moore
Name:	Steven Moore
Title:	Vice President

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GREENSTONE FARM CREDIT SERVICES, ACA, Lender
By:	/s/ Jeff Pavlik
Name:	Jeff Pavlik
Title:	Managing Director

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GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby consent to this Amendment and further acknowledge and agree that their respective Guaranty remains in full force and effect.

GREEN PLAINS INC.
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS I LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS II LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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FEISCHMANN’S VINEGAR COMPANY, INC.
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS AGRICULTURAL AND ENERGY FUND
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS ASET MANAGEMENT LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS GRAIN COMPANY TN LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS INDUSTRIAL CLEANING SERVICES LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS TRUCKING LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS HREFORD LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS HOPEWELL LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS MADISON LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS MOUNT VERNON LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS YORK LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS PROCESSING LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS ATKINSON LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS BLUFFTON LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS CENTRAL CITY LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS COMMODITIES LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS CORN OIL LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS FAIRMONT LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS HOLDINGS II LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS OBION LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS ORD LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS OTTER TAIL LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS SHENANDOAH LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS SUPERIOR LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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GREEN PLAINS WOOD RIVER LLC
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance & Treasurer

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EX-10.2

Exhibit 10.2

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “Agreement”) is entered into as of October 8, 2018, by GREEN PLAINS INC., a Delaware corporation (“Guarantor”), for the benefit of VALERO RENEWABLE FUELS COMPANY, LLC (“Buyer”).  Terms used but not defined herein shall have the meanings assigned to them in the APA (as defined below).

RECITALS

A.GREEN PLAINS BLUFFTON LLC and GREEN PLAINS HOLDINGS II LLC (collectively, “Obligor”), have entered into that certain Asset Purchase Agreement dated as of October 8, 2018 with Buyer for the sale and purchase of the Purchased Assets comprising the Ethanol Plants (the “APA”)

B.Obligor and Seller have entered into or will enter into the Transaction Documents.

C.As a condition precedent to Closing under the APA and the execution and delivery of the Transaction Documents, Seller requires the execution of this Agreement.

D.Guarantor, directly or indirectly, owns all of the equity interests in Obligor.

NOW THEREFORE, as a material inducement to Buyer to enter into the APA and the Transaction Documents with Obligor, and in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

ARTICLE I
REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Buyer as follows:

Section 1.1   Organization and Qualification. Guarantor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware.

Section 1.2    Due Authority.  The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not violate, breach or contravene Guarantor’s governing documents.  This Agreement has been duly and validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws affecting enforcement of creditors’ rights generally and (ii) principles of equity affecting the availability of specific performance and other equitable remedies.

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Section 1.3    Solvency.  There are no bankruptcy, insolvency, reorganization, receivership or similar procedures pending with respect to, being contemplated by or, to the knowledge of Guarantor, threatened against Guarantor.  Guarantor is not insolvent and will not be rendered insolvent as a result of execution of this Agreement.  Guarantor has the financial capacity to perform all of its obligations under this Agreement.

Section 1.4    Consideration. Guarantor has received adequate consideration for entering into this Agreement, including the execution of the APA and the other Transaction Documents by Buyer and Obligor, and the undertaking of the Obligations (as defined below) by Obligor.

ARTICLE II
GUARANTY OF OBLIGATIONS

Section 2.1    Guaranty.

(a)Subject to any rights, setoffs, counterclaims, and any other defenses that the Guarantor expressly reserves to itself under this Agreement, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Buyer the due and punctual payment by Obligor of all amounts payable by Obligor under the APA and the other Transaction Documents (all such obligations, terms and provisions as now or hereafter in existence being collectively called the “Obligations”), whether according to the present terms thereof, or pursuant to any change in the terms, covenants and conditions thereof at any time hereafter made or granted, including pursuant to any amendments, extensions or renewals of the APA, the other Transaction Documents or the Obligations. Guarantor agrees and acknowledges that no amendment, extension or renewal of the APA, the other Transaction Documents or the Obligations will discharge or otherwise affect the liability of Guarantor under this Agreement.  Guarantor shall not be liable hereunder for special, consequential, exemplary, tort or other damages except to the extent the same comprise Obligations.

(b)In the event that Obligor shall fail in any manner whatsoever to pay the Obligations, when and as the same shall be required to be paid under the terms of the APA or the other Transaction Documents, Guarantor will itself, in accordance with the terms of the APA or other Transaction Documents, duly and punctually pay such Obligations, or cause the same to be duly and punctually paid as if Guarantor were itself the obligor with respect to such Obligations under the APA or the other Transaction Documents, as applicable. All sums payable to Buyer under this Agreement shall be paid within ten (10) Business Days after Buyer’s demand for payment is received, in immediately available funds in lawful money of the United States of America.

Section 2.2    No Demand or Notice.

(a)It shall not be a condition to the guarantees and agreements set forth in Section 2.1 (the “Guaranty”) that Buyer shall have first made any request of, or demand upon, or given any notice of the occurrence of a default under the APA or the other Transaction Documents

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(unless such notice is specifically required under the APA or the other Transaction Documents) or any other notice whatsoever to, Guarantor or Obligor or any other person, or shall have instituted any action or proceeding against Obligor or any other person in respect thereof, or shall have joined Obligor in any such action or proceeding.

(b)Buyer, in asserting the benefit of the Guaranty shall give prompt notice to Guarantor of any failure by Obligor to pay, perform or observe any Obligation; provided, however, that any failure, delay (subject to applicable statutes of limitations) or defect in the giving of such notice shall not alter or affect the Guaranty under this Agreement.

Section 2.3    Waiver of Resort to Security. Guarantor further agrees that this Agreement constitutes a continuing guarantee of payment when due and not a guarantee of collection, and Guarantor waives any right to require as a condition to its Guaranty that any resort be had by Buyer to any security held for the payment of any Obligation.

Section 2.4    No Discharge. The Guaranty is and shall remain absolute and unconditional irrespective of any circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor, as the case may be, with respect to its Guaranty.

Section 2.5    Waivers by Guarantor.

(a)Guarantor hereby waives with respect to its Guaranty but without prejudice to the rights of the parties to the APA or the other Transaction Documents, any notice of acceptance of this Agreement by Buyer, grace, presentment, demand, protest, notice of the occurrence of a default under the APA or the other Transaction Documents and any other notices of any kind whatsoever and promptness in making any claim or demand hereunder (subject to applicable statutes of limitations).

(b)The Guaranty shall not be affected by (i) any extension or modification of the APA, the other Transaction Documents or any agreement related to the foregoing, (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of the APA, the other Transaction Documents or of any agreement related to the foregoing, including any change in the time, manner or place of payment or performance of any of the obligations under the APA or the other Transaction Documents or (iii) the release of any security held for payment of any Obligations.

Section 2.6    No Reduction. The Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, except as provided in Section 2.9.

Section 2.7    Enforcement. Notwithstanding anything herein to the contrary, Buyer may proceed to enforce the Guaranty against Guarantor without first pursuing or exhausting any right or remedy that Buyer or any of its successors or assigns may have against Obligor or any other person.

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Section 2.8    Continued Effectiveness. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation of Obligor is rescinded or must otherwise be restored or returned by the person receiving such payment upon the insolvency, bankruptcy or reorganization of Obligor, all as though such payment or part thereof had not been made.

Section 2.9    Certain Defenses. Nothing herein is intended to deny to Guarantor, and it is expressly agreed that Guarantor shall have and may assert, any and all the defenses, set-offs, counterclaims and other rights (other than those relating to insolvency, bankruptcy or reorganization as described in Section 2.8) with regard to any Obligation that Obligor may possess except as set forth herein or any other defense Obligor may possess relating to lack of validity or enforceability of the APA, the other Transaction Documents or any other agreement or instrument relating to the foregoing as against Obligor arising from (a) the defective incorporation or other defective organization of Obligor, (b) Obligor’s lack of qualification to do business in any applicable jurisdiction or (c) Obligor’s defective corporate or other organizational authority to enter into, deliver or perform the APA or any other Transaction Documents.

ARTICLE III
MISCELLANEOUS

Section 3.1    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE), INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS RULES AS APPLIED IN NEW YORK.

Section 3.2    Jurisdiction; Consent to Service of Process; Waiver. Guarantor and Buyer each agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state court in the City of New York, New York and solely in connection with claims arising under such agreement or instrument or the transactions contained in or contemplated by such agreement or instrument, (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it.  Guarantor and Buyer each hereby knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

Section 3.3    Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter.  Terms defined in the singular have the corresponding meanings in the plural, and vice versa.  All references to Articles and Sections refer to articles and sections of this Agreement.  The word “including” means “including, but not limited to”.  The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in

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which such words appear.  Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder, all as in effect as of the date hereof.  Reference to any person includes such person’s successors and assigns.  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

Section 3.4    Amendment. This Agreement may not be amended except by an instrument in writing executed and delivered by Guarantor and Seller.

Section 3.5    Notices. All notices and other communications that are required to be or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by a recognized international courier service (such as Federal Express or UPS) or mailed by registered or certified mail (postage prepaid, return receipt requested) to the relevant party hereto at the following addresses or sent by facsimile to the following numbers:

If to Guarantor, to:

Green Plains Inc.

1811 Aksarben Drive

Omaha, NE 68106

Attn: General Counsel

Telephone: (402) 315-1629

Facsimile: (402) 952-4916

If to Buyer, to:

Valero Renewable Fuels Company, LLC

One Valero Way

San Antonio, Texas  78249

Attention:  Executive Vice President and General Counsel

Telephone:  (210) 345-2031

Facsimile:  (210) 345-3214

or to such other address or facsimile number as Guarantor or Seller may, from time to time, designate in a written notice given in accordance with this Section 3.5.  Any such notice or communication shall be effective (a) if delivered in person or by courier, upon actual receipt by the intended recipient, (b) if sent by facsimile transmission, upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during recipient’s normal business hours, or (c) if mailed, upon the earlier of five days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

Section 3.6Public Announcements. Neither Guarantor nor Buyer will issue or make any press releases or similar public announcements concerning the Guaranty or this Agreement without

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the prior written consent of each of the parties hereto, except as may be required by Law.  In the event that it is required by Law to make a disclosure concerning this Agreement such party shall use diligent efforts to first notify the other parties hereto before making such disclosure.

Section 3.7    Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by Guarantor in connection with this Agreement shall be paid by Guarantor, and all costs and expenses incurred by Buyer in connection with this Agreement shall be paid by Buyer.

Section 3.8    Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.9    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent required to render such provision valid, legal and enforceable and in a manner so as to preserve the economic and legal substance of the transactions contemplated hereby to the fullest extent permitted by Law.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the Guaranty contemplated hereby is fulfilled to the extent possible.

Section 3.10Assignment. This Agreement shall not be assigned by Guarantor or Buyer (including by operation of law or otherwise), except in connection with an assignment permitted under the APA or the other Transaction Documents.  Any purported assignment of this Agreement in violation of this Section 3.10 shall be null and void.

Section 3.11    Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of Buyer and its permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 3.12    Counterparts. This Agreement may be executed in multiple counterparts and by Guarantor and Buyer in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Signed counterparts of this Agreement delivered via facsimile or emailed as portable document format (PDF) attachments to shall have the same binding effect as originals; provided that each party hereto uses commercially reasonable efforts to deliver to each other party hereto original signatures as soon as possible thereafter.

Section 3.13    Entire Agreement. This Agreement, the APA and the other Transaction Documents constitute the entire agreement of Guarantor and Buyer with respect to the subject

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matter hereof, and supersede all prior agreements and undertakings, both written and oral, among Guarantor and Buyer with respect to the subject matter hereof.

Section 3.14    No Third Party Beneficiary. This Guaranty is given by Guarantor solely for the benefit of Buyer and its successors and permitted assigns, and is not to be relied upon by any other person or entity.

Section 3.15    Term of Guaranty.This Guaranty Agreement shall continue in effect until all Obligations have been satisfied.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first written above by its officers thereunto duly authorized.

GUARANTOR:
GREEN PLAINS INC.
By:	/s/ Todd Becker
Name:	Todd Becker
Title:	President and Chief Executive Officer

ACCEPTED:

Valero Renewable Fuels Company, LLC

By:	/s/ Martin Parrish
Name:	Martin Parrish
Title:	Senior Vice President

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EX-10.3

Exhibit 10.3

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “Agreement”) is entered into as of October 8, 2018, by VALERO ENERGY CORPORATION, a Delaware corporation (“Guarantor”), for the benefit of Green Plains Bluffton LLC and Green Plains Holdings II LLC (collectively, “Seller”).  Terms used but not defined herein shall have the meanings assigned to them in the APA (as defined below).

RECITALS

A.VALERO RENEWABLE FUELS COMPANY, LLC (“Obligor”), has entered into that certain Asset Purchase Agreement dated as of October 8, 2018 with Seller for the sale and purchase of the Purchased Assets comprising the Ethanol Plants (the “APA”).

B.Obligor and Seller have entered into or will enter into the Transaction Documents.

C.As a condition precedent to Closing under the APA and the execution and delivery of the Transaction Documents, Seller requires the execution of this Agreement.

D.Guarantor, directly or indirectly, owns all of the equity interests in Obligor.

NOW THEREFORE, as a material inducement to Seller to enter into the APA and the Transaction Documents with Obligor, and in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

ARTICLE I
REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Seller as follows:

Section 1.1   Organization and Qualification. Guarantor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware.

Section 1.2    Due Authority.  The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not violate, breach or contravene Guarantor’s governing documents.  This Agreement has been duly and validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws affecting enforcement of creditors’ rights generally and (ii) principles of equity affecting the availability of specific performance and other equitable remedies.

Section 1.3    Solvency.  There are no bankruptcy, insolvency, reorganization, receivership or similar procedures pending with respect to, being contemplated by or, to the knowledge of

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Guarantor, threatened against Guarantor.  Guarantor is not insolvent and will not be rendered insolvent as a result of execution of this Agreement.  Guarantor has the financial capacity to perform all of its obligations under this Agreement.

Section 1.4    Consideration. Guarantor has received adequate consideration for entering into this Agreement, including the execution of the APA and the other Transaction Documents by Seller and Obligor, and the undertaking of the Obligations (as defined below) by Obligor.

ARTICLE II
GUARANTY OF OBLIGATIONS

Section 2.1    Guaranty.

(a)Subject to any rights, setoffs, counterclaims, and any other defenses that the Guarantor expressly reserves to itself under this Agreement, Guarantor hereby unconditionally, absolutely and irrevocably guarantees to Seller the due and punctual payment by Obligor of all amounts payable by Obligor under the APA and the other Transaction Documents (all such obligations, terms and provisions as now or hereafter in existence being collectively called the “Obligations”), whether according to the present terms thereof, or pursuant to any change in the terms, covenants and conditions thereof at any time hereafter made or granted, including pursuant to any amendments, extensions or renewals of the APA, the other Transaction Documents or the Obligations. Guarantor agrees and acknowledges that no amendment, extension or renewal of the APA, the other Transaction Documents or the Obligations will discharge or otherwise affect the liability of Guarantor under this Agreement.  Guarantor shall not be liable hereunder for special, consequential, exemplary, tort or other damages except to the extent the same comprise Obligations.

(b)In the event that Obligor shall fail in any manner whatsoever to pay the Obligations, when and as the same shall be required to be paid under the terms of the APA or the other Transaction Documents, Guarantor will itself, in accordance with the terms of the APA or other Transaction Documents, duly and punctually pay such Obligations, or cause the same to be duly and punctually paid as if Guarantor were itself the obligor with respect to such Obligations under the APA or the other Transaction Documents, as applicable. All sums payable to Seller under this Agreement shall be paid within ten (10) Business Days after Seller’s demand for payment is received, in immediately available funds in lawful money of the United States of America.

Section 2.2    No Demand or Notice.

(a)It shall not be a condition to the guarantees and agreements set forth in Section 2.1 (the “Guaranty”) that Seller shall have first made any request of, or demand upon, or given any notice of the occurrence of a default under the APA or the other Transaction Documents (unless such notice is specifically required under the APA or the other Transaction Documents) or any other notice whatsoever to, Guarantor or Obligor or any other person, or shall have instituted any action or proceeding against Obligor or any other person in respect thereof, or shall have joined Obligor in any such action or proceeding.

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(b)Seller, in asserting the benefit of the Guaranty shall give prompt notice to Guarantor of any failure by Obligor to pay, perform or observe any Obligation; provided, however, that any failure, delay (subject to applicable statutes of limitations) or defect in the giving of such notice shall not alter or affect the Guaranty under this Agreement.

Section 2.3    Waiver of Resort to Security. Guarantor further agrees that this Agreement constitutes a continuing guarantee of payment when due and not a guarantee of collection, and Guarantor waives any right to require as a condition to its Guaranty that any resort be had by Seller to any security held for the payment of any Obligation.

Section 2.4    No Discharge. The Guaranty is and shall remain absolute and unconditional irrespective of any circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor, as the case may be, with respect to its Guaranty.

Section 2.5    Waivers by Guarantor.

(a)Guarantor hereby waives with respect to its Guaranty but without prejudice to the rights of the parties to the APA or the other Transaction Documents, any notice of acceptance of this Agreement by Seller, grace, presentment, demand, protest, notice of the occurrence of a default under the APA or the other Transaction Documents and any other notices of any kind whatsoever and promptness in making any claim or demand hereunder (subject to applicable statutes of limitations).

(b)The Guaranty shall not be affected by (i) any extension or modification of the APA, the other Transaction Documents or any agreement related to the foregoing, (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of the APA, the other Transaction Documents or of any agreement related to the foregoing, including any change in the time, manner or place of payment or performance of any of the obligations under the APA or the other Transaction Documents or (iii) the release of any security held for payment of any Obligations.

Section 2.6    No Reduction. The Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, except as provided in Section 2.9.

Section 2.7   Enforcement. Notwithstanding anything herein to the contrary, Seller may proceed to enforce the Guaranty against Guarantor without first pursuing or exhausting any right or remedy that Seller or any of its successors or assigns may have against Obligor or any other person.

Section 2.8    Continued Effectiveness. The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation of Obligor is rescinded or must otherwise be restored or returned by the person receiving such payment upon the insolvency, bankruptcy or reorganization of Obligor, all as though such payment or part thereof had not been made.

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Section 2.9    Certain Defenses. Nothing herein is intended to deny to Guarantor, and it is expressly agreed that Guarantor shall have and may assert, any and all the defenses, set-offs, counterclaims and other rights (other than those relating to insolvency, bankruptcy or reorganization as described in Section 2.8) with regard to any Obligation that Obligor may possess except as set forth herein or any other defense Obligor may possess relating to lack of validity or enforceability of the APA, the other Transaction Documents or any other agreement or instrument relating to the foregoing as against Obligor arising from (a) the defective incorporation or other defective organization of Obligor, (b) Obligor’s lack of qualification to do business in any applicable jurisdiction or (c) Obligor’s defective corporate or other organizational authority to enter into, deliver or perform the APA or any other Transaction Documents.

ARTICLE III
MISCELLANEOUS

Section 3.1    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE), INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS RULES AS APPLIED IN NEW YORK.

Section 3.2    Jurisdiction; Consent to Service of Process; Waiver. Guarantor and Seller each agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state court in the City of New York, New York and solely in connection with claims arising under such agreement or instrument or the transactions contained in or contemplated by such agreement or instrument, (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it.  Guarantor and Seller each hereby knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

Section 3.3    Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter.  Terms defined in the singular have the corresponding meanings in the plural, and vice versa.  All references to Articles and Sections refer to articles and sections of this Agreement.  The word “including” means “including, but not limited to”.  The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear.  Any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder, all as in effect as of the date hereof.  Reference to any person includes such person’s successors and assigns.  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

Section 3.4    Amendment. This Agreement may not be amended except by an instrument in writing executed and delivered by Guarantor and Seller.

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Section 3.5    Notices. All notices and other communications that are required to be or may be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or by a recognized international courier service (such as Federal Express or UPS) or mailed by registered or certified mail (postage prepaid, return receipt requested) to the relevant party hereto at the following addresses or sent by facsimile to the following numbers:

If to Guarantor, to:

Valero Energy Corporation

One Valero Way

San Antonio, Texas  78249

Attention:  Executive Vice President and General Counsel

Telephone:  (210) 345-2031

Facsimile:  (210) 345-3214

If to Seller, to:

Green Plains Inc.

1811 Aksarben Drive

Omaha, NE 68106

Attn: General Counsel

Telephone: (402) 315-1629

Facsimile: (402) 952-4916

or to such other address or facsimile number as Guarantor or Seller may, from time to time, designate in a written notice given in accordance with this Section 3.5.  Any such notice or communication shall be effective (a) if delivered in person or by courier, upon actual receipt by the intended recipient, (b) if sent by facsimile transmission, upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during recipient’s normal business hours, or (c) if mailed, upon the earlier of five days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

Section 3.6    Public Announcements. Neither Guarantor nor Seller will issue or make any press releases or similar public announcements concerning the Guaranty or this Agreement without the prior written consent of each of the parties hereto, except as may be required by Law.  In the event that it is required by Law to make a disclosure concerning this Agreement such party shall use diligent efforts to first notify the other parties hereto before making such disclosure.

Section 3.7    Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by Guarantor in connection with this Agreement shall be paid by Guarantor, and all costs and expenses incurred by Seller in connection with this Agreement shall be paid by Seller.

Section 3.8   Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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Section 3.9    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent required to render such provision valid, legal and enforceable and in a manner so as to preserve the economic and legal substance of the transactions contemplated hereby to the fullest extent permitted by Law.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the Guaranty contemplated hereby is fulfilled to the extent possible.

Section 3.10    Assignment. This Agreement shall not be assigned by Guarantor or Seller (including by operation of law or otherwise), except in connection with an assignment permitted under the APA or the other Transaction Documents.  Any purported assignment of this Agreement in violation of this Section 3.10 shall be null and void.

Section 3.11    Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of Seller and its permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 3.12    Counterparts. This Agreement may be executed in multiple counterparts and by Guarantor and Seller in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Signed counterparts of this Agreement delivered via facsimile or emailed as portable document format (PDF) attachments to shall have the same binding effect as originals; provided that each party hereto uses commercially reasonable efforts to deliver to each other party hereto original signatures as soon as possible thereafter.

Section 3.13    Entire Agreement. This Agreement, the APA and the other Transaction Documents constitute the entire agreement of Guarantor and Seller with respect to the subject matter hereof, and supersede all prior agreements and undertakings, both written and oral, among Guarantor and Seller with respect to the subject matter hereof.

Section 3.14    No Third Party Beneficiary. This Guaranty is given by Guarantor solely for the benefit of Seller and its successors and permitted assigns, and is not to be relied upon by any other person or entity.

Section 3.15    Term of Guaranty.This Guaranty Agreement shall continue in effect until all Obligations have been satisfied.

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first written above by its officers thereunto duly authorized.

GUARANTOR:
VALERO ENERGY CORPORATION
By:	/s/ Donna Titzman
Name:	Donna Titzman
Title:	EVP & Chief Financial Officer

ACCEPTED:

GREEN PLAINS INC

By:	/s/ Todd Becker
Name:	Todd Becker
Title:	President and Chief Executive Officer

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EX-10.4

Exhibit 10.4

SECOND  AMENDMENTTO CREDITAGREEMENT

THISSECONDAMENDMENT  TOCREDITAGREEMENT(this  “Agreement”)  is entered into asofFebruary 16,2018among  GREENPLAINSOPERATINGCOMPANYLLC,aDelawarelimited  liabilitycompany(the“Borrower”),theGuarantorspartyhereto,theLenderspartyhereto,andBank of America,N.A.,asAdministrativeAgent,Swing LineLenderandL/CIssuer.  Allcapitalizedtermsused hereinandnototherwisedefinedhereinshallhave  themeaningsascribed  thereto  intheCreditAgreement (asdefinedbelow).

RECITALS

WHEREAS,theBorrower,theGuarantors,theAdministrativeAgentandtheLendersareparties tothatcertainCreditAgreement,datedasofJuly1,2015(asamendedormodifiedfrom timetotime,the “CreditAgreement”);

and

WHEREAS, theBorrower has  requestedamendments  to  the CreditAgreementasset  forth herein;

WHEREAS, theRequiredLenders  arewillingtoagree  to  suchamendmentsasset  forthherein.

NOW,THEREFORE,inconsiderationoftheagreementscontainedherein,andforothergood andvaluableconsideration,thereceiptandsufficiency ofwhicharehereby acknowledged,theparties hereto agree asfollows:

AGREEMENT

1.         Amendments  to  CreditAgreement.

(a)       ThefollowingdefinitionsareherebyaddedtoSection1.01oftheCreditAgreementin  the appropriate  alphabeticalorder  toread asfollows:

“BenefitPlan”meansany of(a)an“employeebenefitplan”  (asdefined inERISA)thatis subjecttoTitleI ofERISA,(b)a“plan”asdefinedinSection4975oftheInternalRevenueCode or(c)any Personwhoseassets  include (forpurposes ofERISASection3(42)orotherwisefor purposesofTitleIofERISAorSection4975oftheInternalRevenueCode)theassetsofany such  “employeebenefitplan” or“plan”.

“JeffersonJVInvestment”meansajointventureInvestmentwherebyBlendStarLLC

shallacquire  50%ofthelimited liabilitycompanyEquityInterests  ofJGP  EnergyPartners LLC.

“PTE”meansaprohibitedtransactionclassexemptionissuedbytheU.S.Departmentof

Labor,asanysuch exemption maybe amended fromtime  to  time.

“TitanJVInvestment”meansajointventureInvestmentbetweenBlendStar LLCand DelekLogisticsPartners,LPwherebyBlendStarLLCdirectly orindirectly acquires50%of  the limitedliabilitycompanyEquity  InterestsofDKGP  EnergyTerminals LLC.

(b)       Thedefinitionof“ConsolidatedEBITDA”inSection1.01oftheCreditAgreementis

herebyamended to  read asfollows:

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following totheextentdeducted incalculating suchConsolidatedNetIncome:(i)Consolidated  InterestChargesforsuchperiod,(ii)theprovisionforfederal,state,localandforeignincome  taxespayableforsuchperiod,and(iii)depreciationandamortizationexpensefor suchperiod,(b)  for  the fiscalquarterduring which the Titan JVInvestmentisconsummatedand forthenext  three fiscalquartersthereafter,theamountssetforthona certificateofaResponsibleOfficerofthe  Borrower(togetherwithsupportingcalculations)whichrepresenttheBorrower’sestimateof  whatitsshareofquarterlycashdistributionsfrom theTitanJVInvestmentwouldhavebeen (assumingthattheTitanJVInvestmenthadbeenconsummatedonthefirstdayofsuchperiod) forthefourfiscalquartersendingonthelastdayofthefiscalquarterduringwhichtheTitan JV Investmentis consummated(such certificate, amountsand calculations to beacceptable  to  the  AdministrativeAgentand theRequiredLenders(andshallbedeemedacceptableunlessthe RequiredLenders havenotified theAdministrativeAgentand theBorrower  to  the contrary  within  fiveBusinessDaysafterreceiptofsuchcertificate)),and(c)forthefiscalquarterduringwhich theJefferson JVInvestmentisconsummatedandforthenextthreefiscalquartersthereafter,the amountssetforth on acertificateofaResponsibleOfficerof  theBorrower (togetherwith supporting calculations)which represent  theBorrower’sestimateofwhat  itsshare ofquarterly cash distributions fromthe Jefferson JVInvestmentwould havebeen (assuming that  theJefferson JVInvestmenthadbeenconsummatedonthe firstday ofsuchperiod) for the fourfiscalquarters endingonthelastdayofthefiscalquarterduringwhichtheJefferson JVInvestmentis consummated(suchcertificate,amountsandcalculationstobeacceptableto  the Administrative  Agentand the Required Lenders  (and shallbe deemed acceptable unless  the Required Lenders havenotifiedtheAdministrativeAgentandtheBorrowertothecontrarywithinfiveBusiness  Days  after  receipt  of such  certificate)).   For  purposes  of  clarification, with  respect  to  the calculationofConsolidatedEBITDAforany four fiscalquarterperiod, amountsaddedback pursuant  to clauses(b)and (c)aboveshallonly  includethe Borrower’s estimate ofwhatits share ofquarterly cashdistributionswouldhavebeenfortheapplicablefiscalquartersending during suchfourfiscalquarterperiod.

(c)       Anew clause(d)isherebyaddedtoSection5.12 oftheCreditAgreement  to  readas follows:

(d)       TheBorrowerrepresentsandwarrants  that  it  isnotandwillnotbeusing “plan assets”(withinthemeaning of29CFR§2510.3-101,asmodifiedbySection3(42)ofERISA)of one or  more  Benefit  Plans in  connection with  the Loans,  the  Letters  of Credit  or  the  Commitments.

(d)       Section 7.02 oftheCreditAgreement  is herebyamended byremovingthe word“and”at the end ofsubsection  (h),  replacingthe“.”atthe end ofsubsection(i)with  the words “;and”andadding thefollowingsubsection (j):

(j)         (i)theTitanJVInvestmentinanaggregateamountnottoexceed$86,000,000 pursuanttothissubsection(j)duringthetermofthis  Agreement  and(ii)theJeffersonJV Investmentinanaggregateamountnottoexceed$50,000,000pursuanttothissubsection(j) duringthetermofthisAgreement,ineachcase,solongas(A)noDefaultshallhaveoccurred andbecontinuing orwould  result  fromsuchInvestment,(B)theBorrowershallhavedeliveredto  theAdministrativeAgentacertificateofaResponsibleOfficeroftheBorrowerdemonstrating thattheLoanPartieswouldbeincompliancewiththefinancialcovenantssetforthinSection

7.11recomputed asofthe endof  the period of  the four fiscalquartersmost  recently ended for  whichtheBorrowerhasdeliveredfinancialstatementspursuanttoSection6.01(a)or(b)after

giving effectany Indebtedness  incurred in connection with such  Investmenton a ProFormaBasis

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(and  theConsolidated LeverageRatio, assocalculated,shallbeat  least0.25  lessthan  the  maximum  Consolidated Leverage  Ratio  then permitted  under Section 7.11(b)),  and (C)    the representations and  warrantiesmadebythe LoanParties  in each Loan Documentshallbe true and correctin allmaterialrespects atand as ifmadeas ofthedateofsuchInvestment(aftergiving effectthereto).

(e)       Anew Section9.12is herebyadded tothe CreditAgreement  to  readasfollows:

9.12     Lender ERISA  Representation.

(a)       EachLender(x)representsandwarrants,asof  thedatesuch Personbecamea Lenderpartyhereto,to,and(y)covenants,fromthedatesuchPersonbecameaLenderparty heretoto  thedatesuchPersonceasesbeing aLenderparty hereto, for  thebenefitof,the AdministrativeAgentandtheArrangerandtheirrespectiveAffiliates,andnot,fortheavoidance ofdoubt,  toorfor  thebenefitoftheBorrowerorany otherLoanParty,thatatleastoneofthe followingisand willbetrue:

(i)        suchLenderisnotusing“planassets”(withinthemeaningof29CFR§

2510.3-101,asmodifiedbySection3(42)ofERISA)ofoneormoreBenefitPlansin connection withthe Loans,the Letters ofCreditortheCommitments,

(ii)       the transactionexemption set  forth  in  one ormore  PTEs, suchasPTE 84-

14 (a  class exemption for  certain  transactions determined by independent  qualified professional  asset  managers),  PTE  95-60  (a  class  exemption  for  certain  transactions

involvinginsurancecompanygeneralaccounts),PTE90-1(aclassexemptionforcertain  transactionsinvolvinginsurancecompanypooledseparateaccounts),PTE91-38(aclass

exemptionforcertaintransactionsinvolvingbankcollectiveinvestmentfunds)orPTE

96-23 (a class  exemption forcertaintransactions determined byin-houseassetmanagers),

isapplicablewithrespecttosuchLender’sentranceinto,participationin,administration

of and performance of  the  Loans,  the  Letters  of Credit,  the  Commitments  and  this

Agreement,

(iii)       (A)  such Lender  is  an  investment fund managed by a  “Qualified ProfessionalAssetManager”(withinthemeaningofPartVI ofPTE84-14),(B)such Qualified ProfessionalAssetManagermade the investmentdecision on behalf of such Lendertoenterinto,participatein,administerandperform  theLoans,theLettersof  Credit,theCommitmentsandthisAgreement,(C)theentranceinto,participation in, administrationofandperformanceoftheLoans,theLetters ofCredit,theCommitments andthisAgreementsatisfiestherequirementsofsub-sections(b)through(g)ofPartI of PTE84-14and(D)to  thebestknowledgeofsuchLender,  the  requirementsofsubsection  (a)of PartIofPTE84-14aresatisfiedwithrespecttosuchLender’sentranceinto, participation in,administration ofand performance ofthe Loans,  the Letters  ofCredit,  the  Commitments  andthis Agreement, or

(iv)       suchotherrepresentation,warrantyandcovenantasmaybeagreedin  writingbetween the Administrative Agent,  in  its  sole  discretion,andsuchLender.

(b)       Inaddition,unlesssub-clause(i)intheimmediately precedingclause(a)istrue with  respect  toa LenderorsuchLenderhasnotprovidedanother  representation,warranty and covenant asprovided insub-clause(iv)in  the immediately preceding clause  (a), such Lender further(x)  representsandwarrants,asof  thedatesuchPersonbecameaLenderparty hereto, to, and(y)covenants,fromthedatesuchPersonbecameaLenderpartyheretotothedatesuch Person

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ceasesbeingaLenderpartyhereto,forthebenefitof,theAdministrativeAgentandtheArrangerandtheirrespectiveAffiliates,andnot,fortheavoidanceofdoubt,toorforthebenefit of  theBorroweroranyotherLoan Party,  that:

(i)         none of the  Administrative  Agent or the Arranger or any  of their  respectiveAffiliates  isa  fiduciary  with  respectto  the assetsofsuchLender (including in connectionwiththereservationorexerciseofany  rightsby theAdministrativeAgent under this  Agreement,  any  Loan Document or any documents  related to  hereto  or  thereto),

(ii)       the Person makingthe investmentdecision on behalfofsuch Lenderwith  respect  totheentrance into,participationin, administrationof andperformanceofthe Loans, the Letters ofCredit,  the Commitments  and thisAgreement  is  independent(within  themeaning of29CFR§2510.3-21)andisabank,aninsurancecarrier,aninvestment adviser, abroker-dealerorotherperson  thatholds,orhasundermanagementorcontrol,  totalassetsofatleast$50million,ineachcaseasdescribedin29CFR§2510.3-

21(c)(1)(i)(A)-(E),

(iii)      the Person makingthe investmentdecision on behalfofsuch Lenderwith  respect  totheentrance into,participationin, administrationof andperformanceofthe Loans, the Letters  of  Credit,  the  Commitments  and this  Agreement is  capable  of evaluating investmentrisksindependently,bothingeneralandwithregard  toparticular  transactionsand investmentstrategies(includingin  respectofthe Obligations),

(iv)      the Person makingthe investmentdecisionon behalfofsuch Lenderwith  respect  totheentrance into,participationin, administrationof andperformanceofthe Loans,  theLettersofCredit,theCommitmentsand  thisAgreement  isafiduciary under ERISAortheInternalRevenueCode,orboth,withrespecttotheLoans,  theLetters of Credit,  the Commitments  and this  Agreement and  is  responsible  for  exercising  independentjudgment  in evaluatingthe transactions hereunder,and

(v)       nofeeorothercompensationisbeing paid directly  to  theAdministrative  Agentor  theArrangeroranytheirrespective Affiliatesfor  investmentadvice(asopposed  tootherservices)inconnectionwiththeLoans,theLettersofCredit,theCommitments or  this Agreement.

(c)       TheAdministrativeAgentandtheArrangerhereby  inform  theLendersthateach suchPerson is notundertaking toprovide  impartialinvestmentadvice,or  togiveadvice in a fiduciary capacity,in connectionwiththetransactionscontemplatedhereby,and  thatsuchPerson has a financialinterest  in  thetransactions contemplatedhereby in  thatsuchPersonoran Affiliate  thereof(i)may  receiveinterestorotherpaymentswith  respectto  theLoans,theLettersofCredit,  theCommitmentsand this  Agreement,(ii)may recognizeagainifitextended theLoans, the LettersofCreditortheCommitmentsforanamountlessthantheamountbeingpaidforan  interestintheLoans,theLettersofCreditortheCommitmentsbysuchLenderor(iii)may receivefeesorotherpayments  in connection with  thetransactionscontemplatedhereby,theLoan Documentsorotherwise,including structuring fees,commitmentfees,arrangementfees,  facility  fees,upfront  fees,underwriting fees, ticking fees,agency fees,administrativeagentorcollateral agentfees,utilization  fees,minimum usagefees,letterofcreditfees,fronting  fees,deal-awayor alternatetransactionfees,amendmentfees,processingfees,term outpremiums,banker’s acceptancefees, breakage orotherearlytermination  feesorfeessimilartotheforegoing.

2.         Effectiveness;ConditionsPrecedent.ThisAgreement shallbeeffectiveupon:

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(a)       receiptbytheAdministrativeAgentofcopiesofthisAgreementdulyexecuted bytheBorrower,the Guarantors,the Administrative  Agentandthe RequiredLenders;

(b)       receiptbytheAdministrativeAgentofanyfeesandexpensesrequiredtobepaid  in connection  with  this Agreement;and

(c)       paymentby theBorrowerofall  reasonableanddocumentedfees,chargesand disbursementsofcounseltothe Administrative Agentin connection withthisAgreement(directly  to such counselifrequestedbythe Administrative Agent).

3.         Authority/Enforceability.  Each Loan Partyrepresentsand warrantsasfollows:

(a)        It  has taken all  necessary  action to  authorize  the execution, delivery  and performanceof  thisAgreement.

(b)        ThisAgreementhasbeen duly executedanddeliveredby suchLoanParty and constitutesitslegal,valid andbinding obligations,enforceableinaccordancewithitsterms, subjectto  applicable DebtorReliefLaws  and to  generalprinciplesofequity.

(c)       Noapproval,consent,exemption,authorization,orotheractionby,ornoticeto, orfiling with,anyGovernmentalAuthority oranyotherPersonisnecessary orrequiredin connection withthe execution, deliveryorperformancebysuchLoan Partyof  this  Agreement.

(d)       TheexecutionanddeliveryofthisAgreementdoesnot(i)contravenetheterms ofitsOrganizationDocuments  or(ii)violateany Law.

4.          RepresentationsandWarrantiesoftheLoanParties.  EachLoanPartyrepresentsand warrantstotheLendersthataftergivingeffecttothisAgreement(a)therepresentationsandwarranties setforthinArticleVoftheCreditAgreementorinanyotherLoanDocumentorwhicharecontainedin any documentfurnishedatany timeunderorinconnectiontherewitharetrueand correctonandasofthe datehereof,exceptto  theextentthatsuch  representationsandwarrantiesspecifically  refer  toanearlier date, inwhich case  theyaretrue and correctasofsuchearlierdateand(b)no eventhasoccurred and is continuingwhich constitutes aDefault.

5.          Counterparts.  ThisAgreementmaybeexecutedinanynumberofcounterparts,eachof whichwhensoexecutedand deliveredshallbeanoriginal, butallofwhichshallconstituteoneandthe sameinstrument.   DeliveryofexecutedcounterpartsofthisAgreementbyfacsimileorothersecure electronic  format  (.pdf)shallbe effective as anoriginal.

6.          GOVERNINGLAW.  THISAGREEMENTANDANYCLAIMS,CONTROVERSY,  DISPUTE  ORCAUSE OF  ACTION    (WHETHERIN  CONTRACT  ORTORT  OROTHERWISE)  BASED  UPON,ARISING  OUTOF  ORRELATING  TO  THIS  AGREEMENTAND  THE  TRANSACTIONSCONTEMPLATEDHEREBYSHALLBEGOVERNEDBY,ANDCONSTRUED IN ACCORDANCE  WITH,  THE  LAW OFTHE  STATE  OF  NEW YORK.

7.         SuccessorsandAssigns.  ThisAgreementshallbebindinguponandinuretothebenefit of  the partiesheretoandtheirrespective  successors  andassigns.

8.         Headings.  Theheadingsofthesectionshereofareprovidedforconvenienceonlyand shallnotin anywayaffect  the meaningorconstructionofanyprovision ofthis  Agreement.

5

9.       Severability.  IfanyprovisionofthisAgreementisheld  tobeillegal,  invalidor unenforceable,(a)thelegality,validity andenforceability oftheremaining provisionsofthisAgreement shallnotbeaffectedor  impaired  therebyand  (b)  thepartiesshallendeavor  in  goodfaithnegotiations  to  replace theillegal,invalid orunenforceableprovisionswith  valid provisions the economiceffectofwhich comesascloseaspossible  tothatoftheillegal,invalidorunenforceableprovisions. Theinvalidity ofa provisioninaparticular  jurisdictionshallnotinvalidateor  renderunenforceablesuch provision in any otherjurisdiction.

[signaturepagesfollow]

6

Each of thepartieshereto hascaused acounterpart of thisAgreement tobeduly executedand deliveredasofthedatefirstabovewritten.

BORROWER:
GREEN PLAINS OPERATING COMPANY LLC,
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
GUARANTORS:
GREEN PLAINS PARTNERS LP,
a Delaware limited partnership
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
BBTL, LLC
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
BIRMINGHAM BIOENERGY PARTNER, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

BLENDSTAR LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
BOSSIER CITY BIOENERGY PARTNERS, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
COLLINS BIOENERGY PARTNERS, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
GREEN PLAINS CAPITAL COMPANY LLC,
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
GREEN PLAINS ETHANOL STORAGE LLC,
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

GREEN PLAINS LOGISTICS LLC,
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
GREEN PLAINS TRUCKING II LLC,
a Delaware limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
LITTLE ROCK BIOENERGY PARTNERS, LLC
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
LOUISVILLE BIOENERGY PARTNERS, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

NASHVILLE BIOENERGY PARTNERS, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
OKLAHOMA CITY BIOENERGY PARTNERS, LLC,
a Texas limited liability company
By:	/s/ Phil Boggs
Name:	Phil Boggs
Title:	Vice President, Finance and Treasurer
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

ADMINISTRATIVE
AGENT
BANK OF AMERICA, N.A.
as Administrative Agent
By:	/s/ Linda Lov
Name:	Linda Lov
Title:	Assistant Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

LENDERS:
BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Martha Carpenter Smith
Name:	Martha Carpenter Smith
Title:	SVP
BARCLAYS BANK PLC,
as a Lender
By:	/s/ Vanessa A. Kurbatskiy
Name:	Vanessa A. Kurbatskiy
Title:	Vice President
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By:
Name:
Title:
ROYAL BANK OF CANADA,
as a Lender
By:	/s/ Kristan Spivey
Name:	Kristan Spivey
Title:	Authorized Signatory
BANKERS TRUST COMPANY,
as a Lender
By:	/s/ Michael V. Hinrichs
Name:	Michael V. Hinrichs
Title:	Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

FARM CREDIT SERVICES OF AMERICA, PCA,
as a Lender
By:	/s/ Curt A. Brown
Name:	Curt A. Brown
Title:	Vice President
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By:	/s/ Shai Bandner
Name:	Shai Bandner
Title:	Director
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By:	/s/ Chris Chapman
Name:	Chris Chapman
Title:	Director
SECOND AMENDMENT TO CREDIT AGREEMENT
GREEN PLAINS OPERATING COMPANY LLC

EX-10.5

Exhibit 10.5

INCREMENTAL JOINDER AGREEMENT

Effective Date:  October 20, 2018

Reference is made to the Credit Agreement dated as of July 1, 2015 (as amended, modified, extended or restated from time to time, the “Credit Agreement”) among Green Plains Operating Company LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.  All of the defined terms in the Credit Agreement are incorporated herein by reference.

1.Incremental Commitments.  Pursuant to Section 2.16 of the Credit Agreement, the Borrower has notified the Administrative Agent of its intent to institute Incremental Commitments in an aggregate principal amount of $40,000,000.  Effective as of the Effective Date set forth above, each Lender and New Lender (as defined below) listed on the signature pages hereto hereby agrees to provide an Incremental Commitment in the amount set forth below such Lender’s name on its respective signature page. 

2.Conditions Precedent.  This Incremental Joinder Agreement shall be effective on the Effective Date upon:

(a)receipt by the Administrative Agent of copies of this Incremental Joinder Agreement duly executed by the Borrower, the Administrative Agent, and each Lender making or providing such Incremental Commitment;

(b)payment by the Borrower of any fees required to be paid on or before the Effective Date; and

(c)payment by the Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in connection with this Incremental Joinder Agreement (directly to such counsel if requested by the Administrative Agent).

3.Representations and Warranties of the Loan Parties.  (a) The representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects; and (b) no Default has occurred and is continuing or will exist immediately after giving effect to this Incremental Joinder Agreement.

4.Authority/Enforceability.  The Borrower represents and warrants as follows:

(a)       It has taken all necessary action to authorize the execution, delivery and performance of this Incremental Joinder Agreement.

(b)This Incremental Joinder Agreement has been duly executed and delivered by the Borrower and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and to general principles of equity.

1

(c)No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower of this Incremental Joinder Agreement.

(d)The execution and delivery of this Incremental Joinder Agreement does not (i) contravene the terms of its Organization Documents or (ii) violate any Law.

5.Counterparts.  This Incremental Joinder Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Incremental Joinder Agreement by facsimile or other secure electronic format (.pdf) shall be effective as an original.

6.GOVERNING LAW.  THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.Successors and Assigns.  This Incremental Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8.Headings.  The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Incremental Joinder Agreement.

9.Severability.  If any provision of this Incremental Joinder Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Incremental Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[signature pages follow]

2

Each of the parties hereto has caused a counterpart of this Incremental Joinder Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	GREEN PLAINS OPERATING COMPANY LLC,
	a Delaware limited liability company
	By:	/s/ Phil Boggs
	Name:	Phil Boggs
	Title:	Vice President, Finance and Treasurer

INCREMENTAL JOINDER AGREEMENT

GREEN PLAINS OPERATING COMPANY LLC

ADMINISTRATIVE
AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Linda Lov
	Name:	Linda Lov
	Title:	Assistant Vice President

INCREMENTAL JOINDER AGREEMENT

GREEN PLAINS OPERATING COMPANY LLC

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender
	By:	/s/ Alok Jain
	Name:	Alok Jain
	Title:	Senior Vice President
	Incremental Commitment:  $5,000,000

INCREMENTAL JOINDER AGREEMENT

GREEN PLAINS OPERATING COMPANY LLC

ROYAL BANK OF CANADA, as a Lender
By:	/s/ Kristan Spivey
Name:	Kristan Spivey
Title:	Authorized Signatory
Incremental Commitment:  $25,000,000

INCREMENTAL JOINDER AGREEMENT

GREEN PLAINS OPERATING COMPANY LLC

NEW LENDERS:	DEUSTCHE BANK AG NEW YORK BRANCH,
	as a Lender
	By:	/s/ Shari Bandner
	Name:	Shari Bandner
	Title:	Director
	By:	/s/ Chris Chapman
	Name:	Chris Chapman
	Title:	Director
	Incremental Commitment:  $10,000,000

INCREMENTAL JOINDER AGREEMENT

GREEN PLAINS OPERATING COMPANY LLC

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Todd A. Becker, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains 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 officer 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 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 an 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 officer 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 the 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.

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Date: November 9, 2018	/s/ Todd A. Becker
	Todd A. Becker
	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, John W. Neppl, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains 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 officer 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 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 an 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 officer 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 the 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.

8
Date:  November 9, 2018	/s/ John W. Neppl
	John W. Neppl
	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd A. Becker,  President and Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1)The Report fully complies with the requirements of Sections 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.  

Date: November 9, 2018	/s/ Todd A. Becker
	Todd A. Becker
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John W.Neppl,  Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1)The Report fully complies with the requirements of Sections 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.  

Date: November 9, 2018	/s/ John W. Neppl
	John W. Neppl
	Chief Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Registrant Name	Green Plains Inc.
Entity Central Index Key	0001309402
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		41,414,396
Trading Symbol	gpre

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 171,674	$ 266,651
Restricted cash	62,797	45,709
Accounts receivable, net of allowances of $206 and $217, respectively	134,950	151,122
Income taxes receivable	13,211	6,413
Inventories	765,198	711,878
Prepaid expenses and other	15,529	17,808
Derivative financial instruments	24,254	6,890
Total current assets	1,187,613	1,206,471
Property and equipment, net of accumulated depreciation and amortization of $588,336 and $514,585, respectively	1,143,551	1,176,707
Goodwill	182,879	182,879
Other assets	170,791	218,593
Total assets	2,684,834	2,784,650
Current liabilities
Accounts payable	155,663	205,479
Accrued and other liabilities	47,955	63,886
Derivative financial instruments	41,725	12,884
Income taxes payable		9,909
Short-term notes payable and other borrowings	556,566	526,180
Current maturities of long-term debt	65,614	67,923
Total current liabilities	867,523	886,261
Long-term debt	767,177	767,396
Deferred income taxes	21,764	56,801
Other liabilities	14,235	15,056
Total liabilities	1,670,699	1,725,514
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock, $0.001 par value; 75,000,000 shares authorized; 46,746,346 and 46,410,405 shares issued, and 41,420,454 and 41,084,463 shares outstanding, respectively	47	46
Additional paid-in capital	695,143	685,019
Retained earnings	276,082	325,411
Accumulated other comprehensive loss	(17,176)	(13,110)
Treasury stock, 5,325,892 and 5,325,942 shares, respectively	(55,183)	(55,184)
Total Green Plains stockholders’ equity	898,913	942,182
Noncontrolling interests	115,222	116,954
Total stockholders’ equity	1,014,135	1,059,136
Total liabilities and stockholders’ equity	$ 2,684,834	$ 2,784,650

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Consolidated Balance Sheets [Abstract]
Accounts receivable, allowances	$ 206	$ 217
Property, and equipment, accumulated depreciation	$ 588,336	$ 514,585
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	46,746,346	46,410,405
Common stock, shares outstanding	41,420,454	41,084,463
Treasury stock, shares	5,325,892	5,325,942

XML

Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues
Revenues	$ 1,000,100	$ 901,235	$ 3,032,224	$ 2,675,182
Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below)	936,384	815,787	2,835,344	2,457,702
Operations and maintenance expenses	7,271	8,309	23,564	25,107
Selling, general and administrative expenses	25,083	28,589	80,817	77,946
Depreciation and amortization expenses	30,713	27,834	84,010	80,105
Total costs and expenses	999,451	880,519	3,023,735	2,640,860
Operating income	649	20,716	8,489	34,322
Other income (expense)
Interest income	790	383	2,136	1,061
Interest expense	(23,399)	(31,889)	(67,548)	(69,815)
Other, net	(117)	1,444	2,362	2,811
Total other expense	(22,726)	(30,062)	(63,050)	(65,943)
Loss before income taxes	(22,077)	(9,346)	(54,561)	(31,621)
Income tax benefit	14,658	48,775	31,438	60,905
Net income (loss)	(7,419)	39,429	(23,123)	29,284
Net income attributable to noncontrolling interests	5,050	5,035	14,457	14,853
Net income (loss) attributable to Green Plains	$ (12,469)	$ 34,394	$ (37,580)	$ 14,431
Earnings per share:
Net income (loss) attributable to Green Plains - basic	$ (0.31)	$ 0.83	$ (0.94)	$ 0.36
Net income (loss) attributable to Green Plains - diluted	$ (0.31)	$ 0.74	$ (0.94)	$ 0.48
Weighted average shares outstanding:
Basic	40,229	41,348	40,189	40,008
Diluted	40,229	50,647	40,189	50,693
Cash dividend declared per share	$ 0.12	$ 0.12	$ 0.36	$ 0.36
Product [Member]
Revenues
Revenues	$ 998,802	$ 899,534	$ 3,027,678	$ 2,670,458
Service [Member]
Revenues
Revenues	$ 1,298	$ 1,701	$ 4,546	$ 4,724

XML

Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Comprehensive Income [Abstract]
Net income (loss)	$ (7,419)	$ 39,429	$ (23,123)	$ 29,284
Other comprehensive income (loss), net of tax:
Unrealized losses on derivatives arising during the period, net of tax benefit of $4,314, $4,575, $343 and $5,633, respectively	(14,395)	(7,660)	(1,522)	(9,436)
Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($420), ($2,650), ($55) and $21, respectively	1,427	4,453	243	(34)
Total other comprehensive loss, net of tax	(12,968)	(3,207)	(1,279)	(9,470)
Comprehensive income (loss)	(20,387)	36,222	(24,402)	19,814
Comprehensive income attributable to noncontrolling interests	5,050	5,035	14,457	14,853
Comprehensive income (loss) attributable to Green Plains	$ (25,437)	$ 31,187	$ (38,859)	$ 4,961

XML

Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Comprehensive Income [Abstract]
Unrealized losses on derivatives arising during period, tax benefit	$ 4,314	$ 4,575	$ 343	$ 5,633
Reclassification of realized (gains) losses on derivatives, tax expense (benefit)	$ (420)	$ (2,650)	$ (55)	$ 21

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net income (loss)	$ (23,123)	$ 29,284
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	84,010	80,105
Amortization of debt issuance costs and debt discount	11,343	11,222
Loss on exchange of 3.25% convertible notes due 2018		1,291
Gain on disposal of assets	(2,743)	(2,439)
Write-off of deferred financing fees related to extinguishment of debt		9,460
Deferred income taxes	(37,980)	(88,565)
Other noncurrent assets and liabilities		18,062
Stock-based compensation	8,726	8,761
Undistributed equity loss of affiliates	489	120
Changes in operating assets and liabilities before effects of business combinations:
Accounts receivable	18,069	32,267
Inventories	53,363	(168,788)
Derivative financial instruments	9,843	(12,738)
Prepaid expenses and other assets	2,184	2,180
Accounts payable and accrued liabilities	(68,520)	(34,278)
Current income taxes	31,220	(1,540)
Other	(2,493)	1,361
Net cash provided by (used in) operating activities	84,388	(114,235)
Cash flows from investing activities:
Purchases of property and equipment, net	(31,114)	(36,475)
Acquisition of a business, net of cash acquired	(124,407)	(61,727)
Investments in unconsolidated subsidiaries	(2,446)	(12,033)
Other investing activities	7,500
Net cash used in investing activities	(150,467)	(110,235)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	58,700	551,500
Payments of principal on long-term debt	(62,537)	(487,450)
Proceeds from short-term borrowings	3,095,927	3,301,630
Payments on short-term borrowings	(3,065,953)	(3,135,347)
Cash payment for exchange of 3.25% convertible notes due 2018		(8,523)
Payments for repurchase of common stock		(5,733)
Payments of cash dividends and distributions	(30,921)	(29,267)
Payment penalty on early extinguishment of debt		(2,881)
Payments of loan fees	(3,961)	(15,541)
Payments related to tax withholdings for stock-based compensation	(3,215)	(4,105)
Proceeds from exercise of stock options	150	50
Net cash provided by (used in) financing activities	(11,810)	164,333
Net change in cash, cash equivalents and restricted cash	(77,889)	(60,137)
Cash, cash equivalents and restricted cash, beginning of period	312,360	406,791
Cash, cash equivalents and restricted cash, end of period	234,471	346,654
Reconciliation of total cash, cash equivalents and restricted cash:
Total cash, cash equivalents and restricted cash	312,360	406,791
Modification of 3.25% convertible notes due 2019	4,660
Exchange of 3.25% convertible notes due 2018 for shares		47,743
Exchange of common stock held in treasury stock for 3.25% convertible notes due 2018	1	27,356
Supplemental investing and financing activities:
Assets acquired in acquisitions, net of cash	124,525	62,209
Less: liabilities assumed	(118)	(482)
Net assets acquired	124,407	61,727
Supplemental disclosures of cash flow
Cash paid (received) for income taxes	(23,568)	2,062
Cash paid for interest	$ 58,297	$ 39,984

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Consolidated Statements Of Cash Flows (Parenthetical)	Sep. 30, 2018	Sep. 30, 2017
3.25% Convertible Senior Notes due 2018 [Member]
Interest rate, stated percentage	3.25%	3.25%
3.25% Convertible Senior Notes due 2019 [Member]
Interest rate, stated percentage	3.25%

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Basis Of Presentation, Description Of Business And Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Basis Of Presentation, Description Of Business And Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation, Description Of Business And Summary Of Significant Accounting Policies

GREEN PLAINS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.  BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

References to the Company

References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries.

Consolidated Financial Statements

The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. As of September 30, 2018, the company owns a 62.4% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. Public investors own the remaining 35.6% limited partner interest in the partnership. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of September 30, 2018, and December 31, 2017, excluding intercompany balances, were $71.5 million and $74.9 million, respectively, and primarily consisted of property and equipment and goodwill. The partnership’s consolidated total liabilities as of September 30, 2018, and December 31, 2017, excluding intercompany balances, were $152.7 million and $153.0 million, respectively, which primarily consisted of long-term debt as discussed in Note 9 – Debt. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets. The company also owns a 90.0% interest in BioProcess Algae, a joint venture formed in 2008, and consolidates their results in its consolidated financial statements.

The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and notes required by GAAP, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2017.

The unaudited financial information reflects adjustments which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.

Reclassifications

Certain prior year amounts were reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses, net income (loss) or stockholders’ equity.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, depreciation of property and equipment, carrying value of intangible assets, impairment of long-lived assets and goodwill, derivative financial instruments, accounting for income taxes and assets acquired and liabilities assumed in acquisitions, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

Description of Business

The company operates within four business segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

The company has restricted cash, which can only be used for funding letters of credit or for payment towards a revolving credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated statements of cash flows.

Revenue Recognition

The company recognizes revenue at the point in time when the product or service is transferred to the customer.

Sales of ethanol, distillers grains, corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.

The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Energy trading transactions are reported net as a component of revenue. All other transactions are reported net as either a component of revenue or cost of goods sold, depending on their position as a gain or loss. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.

Sales of products, including agricultural commodities, cattle and vinegar, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold. Revenues from grain storage are recognized when services are rendered.

A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed.

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record customer payments associated with shipping and handling costs as a component of revenue, and classify such costs as a component of cost of goods sold.

Cost of Goods Sold

Cost of goods sold includes direct labor, materials, shipping and plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol and vinegar production, and cattle feeding operations. Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold. Materials include the cost of corn feedstock, denaturant, process chemicals, cattle and veterinary supplies. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Plant overhead consists primarily of plant and feedlot utilities, repairs and maintenance, feedlot expenses and outbound freight charges. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold.

The company uses exchange-traded futures and options contracts and forward purchase and sales contracts to attempt to minimize the effect of price changes on ethanol, grain, natural gas and cattle inventories. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.

Operations and Maintenance Expenses

In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals.

Derivative Financial Instruments

The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, cattle, natural gas and crude oil. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.

By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.

The company evaluates its physical delivery contracts to determine if they qualify for normal purchase or sale exemptions which are expected to be used or sold over a reasonable period in the normal course of business. Contracts that do not meet the normal purchase or sale criteria are recorded at fair value. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.

Certain qualifying derivatives related to ethanol production, agribusiness and energy services, and food and ingredients segments are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or other current liabilities at fair value.

At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.

Recent Accounting Pronouncements

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers. Please refer to Note 2 – Revenue for further details.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 230, Statement of Cash Flows: Restricted Cash, which requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amended guidance was applied retrospectively. As a result, net cash used in operating activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $8.0 million. Net cash provided by financing activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $25.5 million.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 740, Income Taxes: Intra-Entity Transfers of Assets other than Inventory, which requires the recognition of current and deferred income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amended guidance is required on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of the guidance did not have an impact to the financial statements.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 805, Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business and provides guidance to assist companies and other reporting organizations evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance will be applied prospectively.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 350, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge equal to the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit, would be recognized. The amended guidance will be applied prospectively, and used when the annual impairment test is performed in the current year. The company does not believe the new guidance will have a material impact on the consolidated financial statements.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 220, Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendment eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act and is intended to improve the usefulness of information reported. As a result, the company recorded a $2.8 million reclassification from accumulated other comprehensive income to retained earnings during the first quarter of 2018. It is the company’s policy to release income tax effects from accumulated other comprehensive income using the portfolio approach.

Effective January 1, 2019, the company will adopt the amended guidance in ASC Topic 842, Leases, which aims to make leasing activities more transparent and comparable, requiring substantially all leases to be recognized by lessees on the balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2018. The standard requires a modified retrospective transition approach and allows for early adoption. In July 2018, the FASB issued Accounting Standards Update, Leases (Topic 842): Targeted Improvements, which provides an option to apply the transition provisions of the new standard at adoption date instead of the earliest comparative period presented in the financial statements. The company will elect to use this optional transition method.

The company has established an implementation team which continues to review current accounting policies, internal controls, processes, and disclosures that will change as a result of adopting the new standard. The company has gathered information on existing leases to obtain a complete population of leases upon adoption, and has implemented a lease accounting system, which will assist in delivering the required accounting changes and disclosures. The new standard will significantly increase right-of-use assets and lease liabilities on the company’s consolidated balance sheet, primarily due to operating leases that are currently not recognized on the balance sheet. In addition, it will also require expanded disclosures in the company’s consolidated financial statements. The company will complete its assessment of the impact of the new guidance on its consolidated financial statements during the fourth quarter of 2018.

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Revenue

9 Months Ended

Sep. 30, 2018

Revenue [Abstract]

Revenue

2.  REVENUE

Adoption of ASC Topic 606

On January 1, 2018, the company adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers, and all related amendments (“new revenue standard”) and applied it to all contracts using the modified retrospective transition method. There were no adjustments to the consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In addition, there was no impact of adoption on the consolidated statements of operations or balance sheets for the nine months ended September 30, 2018.

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

Revenue by Source

The following table disaggregates revenue by major source for the three and nine months ended September 30, 2018 (in thousands):

	Three Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC Topic 606:
Ethanol	$	291	$	-	$	-	$	-	$	-	$	291
Distillers grains		54,687		-		-		-		-		54,687
Cattle and vinegar		-		-		259,224		-		-		259,224
Service revenues		-		-		-		983		-		983
Other		238		680		-		-		-		918
Intersegment revenues		721		23		38		2,597		(3,379)		-
Total revenues from contracts with customers		55,937		703		259,262		3,580		(3,379)		316,103
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		440,333		93,166		-		-		-		533,499
Distillers grains		56,802		44,142		-		-		-		100,944
Corn oil		17,088		10,275		4,411		-		-		31,774
Grain		30		21,972		-		-		-		22,002
Cattle and vinegar		-		-		(12,522)		-		-		(12,522)
Other		3,930		4,055		-		-		-		7,985
Intersegment revenues		2,392		12,669		-		-		(15,061)		-
Total revenues from contracts accounted for as derivatives		520,575		186,279		(8,111)		-		(15,061)		683,682
Leasing revenues under ASC Topic 840 (2)		-		-		-		22,190		(21,875)		315
Total Revenues	$	576,512	$	186,982	$	251,151	$	25,770	$	(40,315)	$	1,000,100

	Nine Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC 606:
Ethanol	$	3,391	$	-	$	-	$	-	$	-	$	3,391
Distillers grains		174,589		-		-		-		-		174,589
Cattle and vinegar		-		-		748,699		-		-		748,699
Service revenues		-		-		-		3,430		-		3,430
Other		1,570		2,012		-		-		-		3,582
Intersegment revenues		2,258		23		118		7,286		(9,685)		-
Total revenues from contracts with customers		181,808		2,035		748,817		10,716		(9,685)		933,691
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		1,333,989		321,824		-		-		-		1,655,813
Distillers grains		147,203		98,060		-		-		-		245,263
Corn oil		52,690		22,433		12,048		-		-		87,171
Grain		500		59,101		-		-		-		59,601
Cattle and vinegar		-		-		(5,638)		-		-		(5,638)
Other		12,486		42,721		-		-		-		55,207
Intersegment revenues		7,027		38,226		-		-		(45,253)		-
Total revenues from contracts accounted for as derivatives		1,553,895		582,365		6,410		-		(45,253)		2,097,417
Leasing revenues under ASC 840 (2)		-		-		-		66,779		(65,663)		1,116
Total Revenues	$	1,735,703	$	584,400	$	755,227	$	77,495	$	(120,601)	$	3,032,224

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC Topic 606 as required by ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.

(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC Topic 606, and continue to be accounted for under ASC Topic 840, Leases.

Payment Terms

The company has standard payment terms, which vary depending upon the nature of the services provided, with the majority falling within 10 to 30 days after transfer of control or completion of services. In instances where the timing of revenue recognition differs from the timing of invoicing, the company has determined that contracts generally do not include a significant financing component.

Contract Liabilities

The company records unearned revenue when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of service and lease agreements. Unearned revenue from service agreements, which represents a contract liability, is recorded for fees that have been charged to the customer prior to the completion of performance obligations, and is generally recognized in the subsequent quarter. The company expects to recognize all of the unearned revenue associated with service agreements as of September 30, 2018, in the subsequent quarter when the inventory is withdrawn from the partnership’s tank storage.

Practical Expedients

Under the new revenue standard, companies may elect various practical expedients upon adoption. As a result, the company elected to recognize the cost for shipping and handling activities that occur after the customer obtains control of the promised goods as fulfillment activities and not when performance obligations are met. The company also elected to exclude sales taxes from transaction prices.

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Acquisitions

9 Months Ended

Sep. 30, 2018

Acquisitions [Abstract]

Acquisitions

3.  ACQUISITIONS

Acquisition of Cattle Feeding Operations – Bartlett Cattle Company, L.P.

On August 1, 2018, the company acquired two cattle-feeding operations from Bartlett Cattle Company, L.P. for $16.2 million, plus working capital of approximately $106.6 million primarily consisting of work-in-process inventory. The transaction included the feed yards located in Sublette, Kansas and Tulia, Texas, which added combined feedlot capacity of 97,000 head of cattle to the company’s operations. The transaction was financed using cash on hand and proceeds from the Green Plains Cattle senior secured asset-based revolving credit facility. There were no material acquisition costs recorded for the acquisition.

The following is a summary of the preliminary purchase price of assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable		$	1,897
Inventory			104,809
Property and equipment, net			16,190
Current liabilities			(118)
	Total identifiable net assets	$	122,778

The amounts above reflect a working capital payment by the company of $0.9 million made during the third quarter of 2018.

Acquisition of Cattle Feeding Operations – Cargill Cattle Feeders, LLC

On May 16, 2017, the company acquired two cattle-feeding operations from Cargill Cattle Feeders, LLC for $59.3 million, including certain working capital adjustments. The transaction included the feed yards located in Leoti, Kansas and Eckley, Colorado, which added combined feedlot capacity of 155,000 head of cattle to the company’s operations. The transaction was financed using cash on hand. There were no material acquisition costs recorded for the acquisition.

As part of the transaction, the company also entered into a long-term cattle supply agreement with Cargill Meat Solutions Corporation. Under the cattle supply agreement, all cattle placed in the Leoti and Eckley feedlots are sold exclusively to Cargill Meat Solutions under an agreed upon pricing arrangement.

The following is a summary of the assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Inventory		$	22,450
Prepaid expenses and other			52
Property and equipment, net			36,960
Current liabilities			(180)
	Total identifiable net assets	$	59,282

The amounts above reflect the final purchase price allocation, which included working capital true-up payments by the company of $1.6 million made during the first half of 2018.

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Fair Value Disclosures

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Disclosures

4.  FAIR VALUE DISCLOSURES

The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date.

Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Grain inventories held for sale in the agribusiness and energy services segment are valued at nearby futures values, plus or minus nearby basis.

Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments.

Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.

There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):

	Fair Value Measurements at September 30, 2018
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	171,674	$	-	$	171,674
Restricted cash		62,797		-		62,797
Inventories carried at market		-		81,141		81,141
Unrealized gains on derivatives		-		12,878		12,878
Other assets		114		1		115
Total assets measured at fair value	$	234,585	$	94,020	$	328,605
Liabilities:
Accounts payable (1)	$	-	$	15,602	$	15,602
Unrealized losses on derivatives		-		18,472		18,472
Other		-		25		25
Total liabilities measured at fair value	$	-	$	34,099	$	34,099

	Fair Value Measurements at December 31, 2017
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	266,651	$	-	$	266,651
Restricted cash		45,709		-		45,709
Inventories carried at market		-		26,834		26,834
Unrealized gains on derivatives		-		12,045		12,045
Other assets		115		-		115
Total assets measured at fair value	$	312,475	$	38,879	$	351,354
Liabilities:
Accounts payable (1)	$	-	$	37,401	$	37,401
Unrealized losses on derivatives		-		12,884		12,884
Other liabilities		-		92		92
Total liabilities measured at fair value	$	-	$	50,377	$	50,377

(1) Accounts payable is generally stated at historical amounts with the exception of $15.6 million and $37.4 million at September 30, 2018, and December 31, 2017, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.

The company believes the fair value of its debt approximated book value, which was $1.4 billion at September 30, 2018. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $135.0 million and $151.1 million at September 30, 2018, and December 31, 2017, respectively.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired and the equity component of convertible debt issued represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

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Segment Information

9 Months Ended

Sep. 30, 2018

Segment Information [Abstract]

Segment Information

5.  SEGMENT INFORMATION

The company reports the financial and operating performance for the following four operating segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.

During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains and corn oil for the ethanol production segment. The partnership segment provides fuel storage and transportation services for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.

The following tables set forth certain financial data for the company’s operating segments (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Revenues:
Ethanol production:
Revenues from external customers	$	573,399	$	620,180	$	1,726,418	$	1,857,356
Intersegment revenues		3,113		3,579		9,285		6,624
Total segment revenues		576,512		623,759		1,735,703		1,863,980
Agribusiness and energy services:
Revenues from external customers		174,290		164,604		546,151		483,670
Intersegment revenues		12,692		14,406		38,249		33,679
Total segment revenues		186,982		179,010		584,400		517,349
Food and ingredients:
Revenues from external customers		251,113		114,750		755,109		329,432
Intersegment revenues		38		38		118		113
Total segment revenues		251,151		114,788		755,227		329,545
Partnership:
Revenues from external customers		1,298		1,701		4,546		4,724
Intersegment revenues		24,472		24,748		72,949		74,019
Total segment revenues		25,770		26,449		77,495		78,743
Revenues including intersegment activity		1,040,415		944,006		3,152,825		2,789,617
Intersegment eliminations		(40,315)		(42,771)		(120,601)		(114,435)
Revenues as reported	$	1,000,100	$	901,235	$	3,032,224	$	2,675,182

Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Cost of goods sold:
Ethanol production	$	560,719	$	590,904	$	1,706,891	$	1,802,688
Agribusiness and energy services		179,432		168,735		546,318		487,239
Food and ingredients		236,150		98,854		702,355		281,898
Partnership		-		-		-		-
Intersegment eliminations		(39,917)		(42,706)		(120,220)		(114,123)
	$	936,384	$	815,787	$	2,835,344	$	2,457,702

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Operating income (loss):
Ethanol production	$	(15,961)	$	3,107	$	(60,704)	$	(25,950)
Agribusiness and energy services		2,851		3,686		22,081		13,138
Food and ingredients		8,324		10,132		33,890		30,472
Partnership		16,725		16,290		48,214		47,707
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(10,965)		(12,507)		(34,879)		(30,898)
	$	649	$	20,716	$	8,489	$	34,322

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
EBITDA:
Ethanol production	$	8,475	$	25,570	$	4,742	$	38,521
Agribusiness and energy services		3,537		5,150		24,035		15,910
Food and ingredients		12,151		13,272		47,192		39,741
Partnership		17,913		17,589		51,674		51,549
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(9,716)		(11,212)		(30,533)		(27,275)
	$	32,035	$	50,377	$	96,997	$	118,299

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Depreciation and amortization:
Ethanol production	$	24,289	$	20,959	$	65,284	$	61,443
Agribusiness and energy services		675		1,457		1,923		2,776
Food and ingredients		3,780		3,139		10,628		9,259
Partnership		1,120		1,280		3,406		3,781
Corporate activities		849		999		2,769		2,846
	$	30,713	$	27,834	$	84,010	$	80,105

The following table reconciles net income (loss) to EBITDA (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Interest expense		23,399		31,889		67,548		69,815
Income tax benefit		(14,658)		(48,775)		(31,438)		(60,905)
Depreciation and amortization		30,713		27,834		84,010		80,105
EBITDA	$	32,035	$	50,377	$	96,997	$	118,299

The following table sets forth total assets by operating segment (in thousands):

	September 30, 2018		December 31, 2017
Total assets (1):
Ethanol production	$	1,075,469	$	1,144,459
Agribusiness and energy services		404,903		554,981
Food and ingredients		884,205		725,232
Partnership		71,511		74,935
Corporate assets		252,554		295,217
Intersegment eliminations		(3,808)		(10,174)
	$	2,684,834	$	2,784,650

(1) Asset balances by segment exclude intercompany balances.

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Inventories

9 Months Ended

Sep. 30, 2018

Inventories [Abstract]

Inventories

6.  INVENTORIES

Inventories are carried at the lower of cost or net realizable value, except grain held for sale and fair-value hedged inventories. Commodities held for sale are reported at market value.

The components of inventories are as follows (in thousands):

	September 30, 2018		December 31, 2017
Finished goods	$	133,116	$	146,269
Commodities held for sale		43,328		65,693
Raw materials		126,231		144,520
Work-in-process		426,321		320,664
Supplies and parts		36,202		34,732
	$	765,198	$	711,878

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Goodwill And Intangible Assets

9 Months Ended

Sep. 30, 2018

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

7.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

The company did not have any changes in the carrying amount of goodwill, which was $182.9 million at September 30, 2018, and December 31, 2017. Goodwill of $30.3 million, $142.0 million and $10.6 million are attributable to the ethanol production segment, food and ingredients segment and the partnership segment, respectively.

Intangible Assets

As of September 30, 2018, the company’s customer relationship intangible asset recognized in connection with the Fleischmann Vinegar’s acquisition is $69.3 million, net of $10.7 million of accumulated amortization, and has a remaining 13.0-year weighted-average amortization period. As of September 30, 2018, the company also has an indefinite-lived trade name intangible asset of $10.5 million. The company recognized $1.3 million and $4.0 million of amortization expense associated with the amortizing customer relationship intangible asset during the three and nine months ended September 30, 2018, respectively, and $1.1 million and $3.9 million during the three and nine months ended September 30, 2017, respectively, and expects estimated amortization expense for the next five years of $5.3 million per annum. The company’s intangible assets are recorded within other assets on the consolidated balance sheets.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2018

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

8.  DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2018, the company’s consolidated balance sheet reflected unrealized losses of $17.2 million, net of tax, in accumulated other comprehensive income. The company expects these losses will be reclassified to operating income over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating income will differ as commodity prices change. 

Fair Values of Derivative Instruments

The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):

	Asset Derivatives'				Liability Derivatives'
	Fair Value				Fair Value
	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Derivative financial instruments (1)	$	12,878	$	12,045	$	18,472	$	12,884
Other assets		1		-		-		-
Other liabilities		-		-		25		92
Total	$	12,879	$	12,045	$	18,497	$	12,976

(1) At September 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized gains on exchange traded futures and options contracts of $11.4 million, which included $1.2 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments. At September 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized losses on exchange traded futures and options contracts of $23.3 million, which included $22.5 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments. At December 31, 2017, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $8.5 million, which included $0.3 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments.

Refer to Note 4 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income

The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):

	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain or (Loss) Reclassified from Accumulated Other	Three Months Ended September 30,				Nine Months Ended September 30,
Comprehensive Income into Income	2018		2017		2018		2017
Revenues	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734
Cost of goods sold		1,350		(1,861)		1,451		(1,679)
Net gain (loss) recognized in earnings before tax	$	(1,847)	$	(7,103)	$	(298)	$	55

	Loss Recognized in Other Comprehensive Income on Derivatives
Loss Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
Other Comprehensive Income on Derivatives	2018		2017		2018		2017
Commodity contracts	$	(18,709)	$	(12,235)	$	(1,865)	$	(15,069)

		Amount of Gain or (Loss)
		Recognized in Income on Derivatives
Derivatives Not Designated	Location of Gain or (Loss) Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
as Hedging Instruments	Income on Derivatives	2018		2017		2018		2017
Commodity contracts	Revenues	$	(2,069)	$	2,863	$	5,894	$	(7,400)
Commodity contracts	Costs of goods sold		10,952		2,036		11,075		17,256
Net gain recognized in loss before tax		$	8,883	$	4,899	$	16,969	$	9,856

As of September 30, 2018, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Inventories	$	76,099	$	6,826

As of December 31, 2017, no amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items.

Effect of Cash Flow and Fair Value Hedge Accounting on the Statement of Operations

The effect of cash flow and fair value hedges and the line items on the consolidated statements of operations where they are reported are as follows (in thousands):

	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Three Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain (loss) on cash flow hedging relationships:
Commodity contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	$	(3,197)	$	1,350	$	(5,242)	$	(1,861)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		(346)		61		(1,775)
Derivatives designated as hedging instruments		-		(186)		(61)		3,085
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(3,197)	$	818	$	(5,242)	$	(551)

	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Nine Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain on cash flow hedging relationships:
Commodity contracts:
Amount of gain reclassified from accumulated other comprehensive income into income	$	(1,749)	$	1,451	$	1,734	$	(1,679)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		10,150		1,451		(6,229)
Derivatives designated as hedging instruments		-		(9,064)		(1,734)		8,530
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(1,749)	$	2,537	$	1,451	$	622

There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the three and nine months ended September 30, 2018, and 2017.  

The open commodity derivative positions as of September 30, 2018, are as follows (in thousands):

September 30, 2018
	Exchange Traded		Non-Exchange Traded
Derivative Instruments	Net Long & (Short) (1)		Long (2)	(Short) (2)	Unit of Measure	Commodity
Futures	(52,335)				Bushels	Corn, Soybeans and Wheat
Futures	(11,450)	(4)			Bushels	Corn
Futures	5,135				Gallons	Ethanol
Futures	(25,620)				Gallons	Ethanol
Futures	(18,798)				MmBTU	Natural Gas
Futures	(13,413)	(4)			MmBTU	Natural Gas
Futures	(57,250)				Pounds	Cattle
Futures	(413,720)	(3)			Pounds	Cattle
Futures	21				Barrels	Crude Oil
Futures	(600)				Tons	Soybean Meal
Futures	3,570				Gallons	Natural Gasoline
Options	14,409				Bushels	Corn, Soybeans and Wheat
Options	3,266				Gallons	Ethanol
Options	(74)				MmBTU	Natural Gas
Options	862				Pounds	Livestock
Options	78				Barrels	Crude Oil
Forwards			41,789	(138)	Bushels	Corn and Soybeans
Forwards			19,132	(426,529)	Gallons	Ethanol
Forwards			212	(421)	Tons	DDG
Forwards			12,222	(70,173)	Pounds	Corn Oil
Forwards			22,501	(1,858)	MmBTU	Natural Gas
Forwards			61	(31)	Barrels	Crude Oil

(1) Exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.

(2) Non-exchange traded forwards are presented on a gross long and (short) position basis including both fixed-price and basis contracts.

(3) Futures used for cash flow hedges.

(4) Futures used for fair value hedges.

Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains on energy trading contracts of $1.6 million and $12.4 million for the three and nine months ended September 30, 2018, respectively, and net gains of $3.1 million and $18.3 million for the three and nine months ended September 30, 2017, respectively.

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Debt

9 Months Ended

Sep. 30, 2018

Debt [Abstract]

Debt

9.  DEBT

The components of long-term debt are as follows (in thousands):

	September 30, 2018		December 31, 2017
Corporate:
$500.0 million term loan	$	495,000	$	498,750
3.25% convertible notes due 2018		6,897		61,442
3.25% convertible notes due 2019		52,157		-
4.125% convertible notes due 2022		141,163		136,739
Green Plains Partners:
$235.0 million revolving credit facility		128,000		126,900
Other		26,489		27,744
Total face value of long-term debt		849,706		851,575
Unamortized debt issuance costs		(16,915)		(16,256)
Less: current portion of long-term debt		(65,614)		(67,923)
Total long-term debt	$	767,177	$	767,396

The components of short-term notes payable and other borrowings are as follows (in thousands):

	September 30, 2018		December 31, 2017
Green Plains Cattle:
$500.0 million revolver	$	376,684	$	270,860
Green Plains Grain:
$125.0 million revolver		30,000		75,000
$50.0 million inventory financing		4,032		-
Green Plains Trade:
$300.0 million revolver		133,737		180,320
Green Plains Commodity Management:
$20.0 million hedge line		12,113		-
	$	556,566	$	526,180

Corporate Activities

On August 29, 2017, the company entered into a $500.0 million term loan agreement, which matures on August 29, 2023, to refinance approximately $405.0 million of total debt outstanding issued by Green Plains Processing and Fleischmann’s Vinegar, pay associated fees and expenses and for general corporate purposes. The term loan is guaranteed by the company and substantially all of its subsidiaries, except for Green Plains Partners and certain other entities, and secured by substantially all of the assets of the company, including 17 ethanol production facilities, vinegar production facilities and a second priority lien on the assets secured under the revolving credit facilities at Green Plains Trade, Green Plains Cattle and Green Plains Grain. 

The credit agreement contains certain customary representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default. The negative covenants include restrictions on the ability to incur additional indebtedness, acquire and sell assets, create liens, make investments, pay distributions and enter into transactions with affiliates. At the end of each fiscal quarter, the covenants of the credit agreement require the company to maintain a maximum term debt to total term capitalization of 55% and a minimum interest coverage ratio of 1.25 to 1.00, as defined in the credit agreement. Beginning in 2018, the credit facility also has a provision requiring the company to make special annual payments of 50% or 75% of its available free cash flow, subject to certain limitations. Voluntary term loan prepayments are subject to prepayment fees of 1.0% if prepaid before the eighteen-month anniversary of the credit agreement. Scheduled principal payments are $1.25 million each quarter until maturity. The term loan bears interest at a floating rate of a base rate plus a margin of 4.50% or LIBOR plus a margin of 5.50%.

In September 2013, the company issued $120.0 million of 3.25% convertible senior notes due 2018, or the 3.25% notes. The 3.25% notes are senior, unsecured obligations of the company, with interest payable on April 1 and October 1 of each year. Prior to close of the exchange agreements on October 1, 2018, the company could settle the 3.25% notes in cash, common stock or a combination of cash and common stock. Prior to April 1, 2018, the 3.25% notes were not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.04 per share. The conversion rate was recently adjusted as of September 30, 2018, to 50.8753 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $19.66 per share. For all conversions of notes which occur on or after April 1, 2018, the company has elected to convert for whole shares of common stock with any fractional share being settled with cash in lieu.

Prior to the close of the exchange agreements on October 1, 2018, the company could redeem all of the 3.25% notes at any time on or after October 1, 2016, if the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal plus any accrued and unpaid interest. Holders of the 3.25% notes have the option to require the company to repurchase the 3.25% notes in cash at a price equal to 100% of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 3.25% notes being declared due and payable.

During fiscal year 2017, approximately $56.3 million in aggregate principal of the 3.25% notes were exchanged for cash and 2,783,725 shares of the company’s common stock. During the three months ended June 30, 2018, an additional 50 shares of the company’s common stock were exchanged for approximately $1 thousand in aggregate principal amount of the 3.25% notes.

During the three months ended September 30, 2018, the company entered into exchange agreements with certain beneficial owners of the company’s outstanding 3.25% convertible senior notes due 2018 (the “Old Notes”), pursuant to which such Investors exchanged (the “Exchange”) $56.8 million in aggregate principal amount of the Old Notes for $56.8 million in aggregate principal amount of notes due 2019 (the “New Notes”). The company evaluated the Exchange in accordance with ASC 470-50 and concluded that the Exchange qualified as a debt modification as the cash flows and fair value of the embedded conversion option of the New Notes were not substantially different from the Old Notes. As a result, the New Notes were recorded at fair value at the time of the exchange, and the company recorded a non-cash adjustment to additional paid-in capital of $4.7 million related to the difference in fair value of the embedded conversion option of the Old Notes and the New Notes. Following the closing of these agreements, $6.9 million aggregate principal of the Old Notes remain outstanding. On October 1, 2018, the maturity date of the Old Notes, the remaining aggregate principal of $6.9 million was paid.

The New Notes are the senior, unsecured obligations of the company and bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2018.  Interest on the New Notes will accrue from, and including, April 1, 2018. The New Notes will mature on October 1, 2019, unless earlier converted. Holders of New Notes may convert their New Notes, at their option, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date of the New Notes. The conversion rate for the New Notes was initially 50.6481 shares of the company’s common stock per $1,000 principal amount of New Notes, which corresponded to an initial conversion price of approximately $19.74 per share of the company’s common stock. The conversion rate will be subject to adjustment upon the occurrence of certain events. Upon conversion of the convertible notes, the company will settle its conversion obligation by delivering shares of its common stock at the applicable conversion rate, together with cash in lieu of any fractional share.

The company does not have the right to redeem the New Notes at its election before their maturity. The New Notes are subject to customary provisions providing for the acceleration of their principal and interest upon the occurrence of events that constitute an “event of default.”  Events of default include, among other events, certain payment defaults, defaults in settling conversions, certain defaults under the company’s other indebtedness and certain insolvency-related events. Upon maturity, the company will settle the New Notes in cash.

In August 2016, the company issued $170.0 million of 4.125% convertible senior notes due in 2022, or the 4.125% notes. The 4.125% notes are senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year. The company may settle the 4.125% notes in cash, common stock or a combination of cash and common stock.

Prior to March 1, 2022, the 4.125% notes are not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including when the quarterly cash dividend exceeds $0.12 per share and upon redemption of the 4.125% notes. The initial conversion rate is 35.7143 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $28.00 per share.

The company may redeem all, but not less than all, of the 4.125% notes at any time on or after September 1, 2020, if the company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100% of the principal plus any accrued and unpaid interest. Holders of the 4.125% notes have the option to require the company to repurchase the 4.125% notes in cash at a price equal to 100% of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 4.125% notes being declared due and payable.

Ethanol Production Segment

We have small equipment financing loans, capital leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility, to finance working capital up to the maximum commitment based on eligible collateral equal to the sum of percentages of eligible cash, receivables and inventories, less miscellaneous adjustments. The credit facility matures on July 26, 2019. Advances are subject to an interest rate equal to LIBOR plus 3.00% or the lenders’ base rate plus 2.00%. The credit facility also includes an accordion feature that enables the facility to be increased by up to $75.0 million with agent approval. The credit facility can also be increased by up to $50.0 million for seasonal borrowings. Total commitments outstanding cannot exceed $250.0 million. The total unused portion of the $125.0 million revolving credit facility is also subject to a commitment fee ranging from 0.375% to 0.50% per annum depending on utilization.

Lenders receive a first priority lien on certain cash, inventory, accounts receivable and other assets owned by Green Plains Grain and a second priority lien on substantially all of the assets of the company, including 17 ethanol production facilities and vinegar production facilities as security on the credit facility. The terms impose affirmative and negative covenants for Green Plains Grain, including maintaining minimum working capital of $22.0 million and tangible net worth of $27.0 million. Capital expenditures are limited to $8.0 million per year under the credit facility, plus equity contributions from the company and unused amounts of up to $8.0 million from the previous year. In addition, the credit facility requires the company to maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 and a maximum annual leverage ratio of 6.00 to 1.00 at the end of each quarter. The fixed charge coverage ratio and long-term capitalization ratio apply only if the company has long-term indebtedness on the date of calculation. As of September 30, 2018, Green Plains Grain had no long-term indebtedness. The credit facility also contains restrictions on distributions related to capital stock, with exceptions for distributions up to 50% of net profit before tax, subject to certain conditions.

Green Plains Trade has a $300.0 million senior secured asset-based revolving credit facility to finance working capital for marketing and distribution activities based on eligible collateral equal to the sum of percentages of eligible receivables and inventories, less miscellaneous adjustments. The credit facility consists of a $285 million credit facility and a $15 million first-in-last-out (FILO) credit facility, and includes an accordion feature that enables the credit facility to be increased by up to $70.0 million with agent approval. Advances are subject to variable interest rates equal to daily LIBOR plus 2.25% on the credit facility and daily LIBOR plus 3.25% on the FILO credit facility. The total unused portion of the revolving credit facility is also subject to a commitment fee of 0.375% per annum.

The terms impose affirmative and negative covenants for Green Plains Trade, including maintaining a minimum fixed charge coverage ratio of 1.15 to 1.00. Capital expenditures are limited to $1.5 million per year under the credit facility. The credit facility also restricts distributions related to capital stock, with an exception for distributions up to 50% of net income if, on a pro forma basis, (a) availability has been greater than $10.0 million for the last 30 days and (b) the borrower would be in compliance with the fixed charge coverage ratio on the distribution date.

Green Plains Grain has entered into short-term inventory financing agreements with a financial institution. At September 30, 2018,  1.0 million bushels of corn had been designated as collateral under these agreements at initial values totaling $4.2 million. The company has accounted for the agreements as short-term notes, rather than sales, and has elected the fair value option to offset fluctuations in market prices of the inventory. At September 30, 2018, the short-term notes payable were valued at $4.0 million and were measured using Level 2 inputs.

Green Plains Commodity Management has an uncommitted $20.0 million revolving credit facility which matures April 30, 2023 to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to LIBOR plus 1.75%. 

Food and Ingredients Segment

Green Plains Cattle has a senior secured asset-based revolving credit facility, which was amended on July 31, 2018, to increase the maximum commitment from $425.0 million to $500.0 million and can be increased by an additional $100.0 million with agent approval. The credit facility, which matures on April 30, 2020, finances working capital for the cattle feeding operations up to the maximum commitment based on eligible collateral equal to the sum of percentages of eligible receivables, inventories and other current assets, less miscellaneous adjustments. Advances, as amended, are subject to variable interest rates equal to LIBOR plus 2.00% to 3.00%, or the base rate plus 1.00% to 2.00%, depending upon the preceding three months’ excess borrowing availability. The amended credit facility also includes an accordion feature that enables the credit facility to be increased by up to $75.0 million with agent approval. The unused portion of the credit facility is also subject to a commitment fee of 0.20% to 0.30% per annum, depending on the preceding three months’ excess borrowing availability.

Lenders receive a first priority lien on certain cash, inventory, accounts receivable, property and equipment and other assets owned by Green Plains Cattle and a second priority lien on substantially all of the assets of the company, including 17 ethanol production facilities and vinegar production facilities as security on the credit facility. The amended terms impose affirmative and negative covenants, including maintaining a minimum working capital of 15% of the commitment amount, minimum tangible net worth of 20% of the commitment amount, plus 50% of net profit from the previous year, and a maximum total debt to tangible net worth ratio of 3.50to 1.00. Capital expenditures are limited to $10.0 million per year under the credit facility, plus $10.0 million per year if funded by a contribution from parent, plus any unused amounts from the previous year.

Partnership Segment

Green Plains Partners, through a wholly owned subsidiary, has a $235.0 million revolving credit facility, which matures on July 1, 2020, to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes. On February 20, 2018, the partnership accessed an additional $40.0 million to increase the revolving credit facility from $195.0 million to $235.0 million. The credit facility can be increased by an additional $20.0 million without the consent of the lenders. Advances under the credit facility are subject to a floating interest rate based on the preceding fiscal quarter’s consolidated leverage ratio at a base rate plus 1.25% to 2.00%or LIBOR plus 2.25% to 3.00%. The unused portion of the credit facility is also subject to a commitment fee of 0.35% to 0.50%, depending on the preceding fiscal quarter’s consolidated leverage ratio.

The partnership’s obligations under the credit facility are secured by a first priority lien on (i) the capital stock of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property. The terms impose affirmative and negative covenants including restricting the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The credit facility also requires the partnership to maintain a maximum consolidated net leverage ratio of 3.50 to 1.00, and a minimum consolidated interest coverage ratio of 2.75 to 1.00, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.

Covenant Compliance

The company was in compliance with its debt covenants as of September 30, 2018.

Restricted Net Assets

At September 30, 2018, there were approximately $171.2 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2018

Stock-Based Compensation [Abstract]

Stock-Based Compensation

10.  STOCK-BASED COMPENSATION

The company has an equity incentive plan that reserves 4,110,000shares of common stock for issuance to its directors and employees. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance shares, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.

Stock Options

The activity related to the exercisable stock options for the nine months ended September 30, 2018, is as follows:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2017	143,750	$	12.44	1.8	$	635
Granted	-		-	-		-
Exercised	(15,000)		10.00	-		120
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at September 30, 2018	128,750	$	12.72	1.2	$	577
Exercisable at September 30, 2018 (1)	128,750	$	12.72	1.2	$	577

(1) Represents in-the-money options.

Option awards allow employees to exercise options through cash payment for the shares of common stock or simultaneous broker-assisted transactions in which the employee authorizes the exercise and immediate sale of the shares in the open market. The company uses newly issued shares of common stock to satisfy its stock-based payment obligations.

Restricted Stock

The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	1,068,947	$	20.41
Granted	664,642		18.20
Forfeited	(14,272)		20.64
Vested	(541,586)		20.58
Non-Vested at September 30, 2018	1,177,731	$	19.08	1.9

Performance Shares

On March 19, 2018, the board of directors granted 153,030 performance shares to be awarded in the form of common stock to certain participants of the plan. Performance shares vest based on the company's average return on net assets (RONA) and the company’s total shareholder return (TSR), as further described herein. The performance shares vest on March 19, 2021, if the RONA and TSR criteria are achieved and the participant is then employed by the company. Fifty percent of the performance shares vest based upon the company’s ability to achieve a predetermined RONA during the three year performance period. The remaining fifty percent of the performance shares vest based upon the company’s total TSR during the three year performance period relative to that of the company’s performance peer group. 

The performance shares were granted at a target of 100%, but each performance share will increase or decrease depending on results for the performance period for the company's RONA, and the company’s TSR relative to that of the performance peer group. If the company’s RONA and TSR achieve the maximum goals, the maximum amount of shares available to be issued pursuant to this award is 229,545 performance shares or 150% of the 153,030 performance shares granted on March 19, 2018. The actual number of performance shares that will ultimately vest is based on the actual percentile ranking of the company’s RONA, and the company’s TSR compared to the peer performance at the end of the performance period.

The company used the Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants during the nine months ended September 30, 2018, are illustrated in the following table:

	Nine Months Ended September 30, 2018
Risk-free interest rate	2.44	%
Dividend yield	2.64	%
Expected volatility	45.11	%

The Monte Carlo valuation also estimated the number of performance shares that would be awarded which is reflected in the fair value on the grant date. The Monte Carlo valuation assumed 97.39% of the performance shares granted on March 19, 2018, would be awarded on March 19, 2021, based upon the estimated company’s total shareholder return relative to peer performance. The company’s closing stock price was $18.15 on the date of the grant.

At September 30, 2018, unrecognized stock compensation expense of $2.3 million, excluding any potential forfeitures, will be recognized over the vesting period of these performance share awards on a straight-line basis.

Green Plains Partners

Green Plains Partners adopted the LTIP, an incentive plan intended to promote the interests of the partnership, its general partner and affiliates by providing incentive compensation based on units to employees, consultants and directors to encourage superior performance. The incentive plan reserves 2,500,000 common units for issuance in the form of options, restricted units, phantom units, distributable equivalent rights, substitute awards, unit appreciation rights, unit awards, profits interest units or other unit-based awards. The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.

The non-vested unit-based awards activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	11,549	$	19.06
Granted	18,582		16.96
Forfeited	-		-
Vested	(11,549)		19.06
Non-Vested at September 30, 2018	18,582	$	16.96	0.8

Stock-Based and Unit-Based Compensation Expense

Compensation costs for stock-based and unit-based payment plans during the three and nine months ended September 30, 2018, were approximately $3.3 million and $8.7 million, respectively, and $3.3 million and $8.8 million during the three and nine months ended September 30, 2017, respectively. At September 30, 2018, there was $14.2 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards, excluding performance shares noted above. This compensation is expected to be recognized over a weighted-average period of approximately 1.8years. The potential tax benefit related to stock-based payment is approximately 24.5% of these expenses.

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Earnings Per Share

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Earnings Per Share

11.  EARNINGS PER SHARE

Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The basic and diluted EPS are calculated as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Basic EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
EPS - basic	$	(0.31)	$	0.83	$	(0.94)	$	0.36
Diluted EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Interest and amortization on convertible debt, net of tax effect:
3.25% notes due 2018		-		840		-		3,582
4.125% notes due 2022		-		2,050		-		6,089
Net income (loss) attributable to Green Plains - diluted	$	(12,469)	$	37,284	$	(37,580)	$	24,102
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
Effect of dilutive convertible debt:
3.25% notes due 2018		-		3,178		-		4,551
4.125% notes due 2022		-		6,071		-		6,071
Effect of dilutive stock-based compensation awards		-		50		-		63
Weighted average shares outstanding - diluted		40,229		50,647		40,189		50,693
EPS  - diluted	$	(0.31)	$	0.74	$	(0.94)	$	0.48

Excluded from the computation of diluted EPS were 10.3 million and 10.2 million shares related to the effect of the convertible debt and stock-based compensation awards for the three and nine months ended September 30, 2018, as the inclusion of these shares would have been antidilutive.

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Stockholders Equity

9 Months Ended

Sep. 30, 2018

Stockholders Equity [Abstract]

Stockholders Equity

12.  STOCKHOLDERS’ EQUITY

Components of stockholders’ equity are as follows (in thousands):

								Accum.					Total
				Additional				Other					Green Plains		Non-		Total
	Common Stock			Paid-in		Retained		Comp.		Treasury Stock			Stockholders'		Controlling		Stockholders'
	Shares	Amount		Capital		Earnings		Income		Shares	Amount		Equity		Interests		Equity
Balance, December 31, 2017	46,410	$	46	$	685,019	$	325,411	$	(13,110)	5,326	$	(55,184)	$	942,182	$	116,954	$	1,059,136
Reclassification of certain tax effects from other comprehensive loss (Note 1)	-		-		-		2,787		(2,787)	-		-		-		-		-
Balance, January 1, 2018	46,410		46		685,019		328,198		(15,897)	5,326		(55,184)		942,182		116,954		1,059,136
Net income (loss)	-		-		-		(37,580)		-	-		-		(37,580)		14,457		(23,123)
Cash dividends and distributions declared	-		-		-		(14,536)		-	-		-		(14,536)		(16,385)		(30,921)
Other comprehensive loss before reclassification	-		-		-		-		(1,522)	-		-		(1,522)		-		(1,522)
Amounts reclassified from accumulated other comprehensive loss	-		-		-		-		243	-		-		243		-		243
Other comprehensive loss, net of tax	-		-		-		-		(1,279)	-		-		(1,279)		-		(1,279)
Modification of 3.25% convertible notes due 2019	-		-		4,660		-		-	-		-		4,660		-		4,660
Exchange of 3.25% convertible notes due 2018	-		-		-		-		-	-		1		1		-		1
Stock-based compensation	321		1		5,314		-		-	-		-		5,315		196		5,511
Stock options exercised	15		-		150		-		-	-		-		150		-		150
Balance, September 30, 2018	46,746	$	47	$	695,143	$	276,082	$	(17,176)	5,326	$	(55,183)	$	898,913	$	115,222	$	1,014,135

Amounts reclassified from accumulated other comprehensive income are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,				Statements of Operations
	2018		2017		2018		2017		Classification
Gains (losses) on cash flow hedges:
Commodity derivatives	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734	Revenues
Commodity derivatives		1,350		(1,861)		1,451		(1,679)	Cost of goods sold
Total		(1,847)		(7,103)		(298)		55	Loss before income taxes
Income tax expense (benefit)		(420)		(2,650)		(55)		21	Income tax benefit
Amounts reclassified from accumulated other comprehensive income (loss)	$	(1,427)	$	(4,453)	$	(243)	$	34

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Income Taxes

9 Months Ended

Sep. 30, 2018

Income Taxes [Abstract]

Income Taxes

13.  INCOME TAXES

The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period. Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes. As a result, the consolidated financial statements do not reflect income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.

The Tax Cuts and Jobs Act was enacted on December 22, 2017 and is effective January 1, 2018. The Act reduced the federal tax rate to 21%. Due to the significance of the legislation, the SEC issued Staff Accounting Bulletin 118 (SAB 118), which provides a measurement period to complete the accounting for certain elements of the tax reform. The company is still analyzing certain other provisions of the legislation and its impact to future income taxes, including interest expense limitation to 30% of adjusted taxable income, use of AMT credit carryforwards, limitation of net operating loss carryforwards to 80% of taxable income, and deducibility of officer compensation. Any subsequent adjustments, if needed, will be recorded as tax expense during the fourth quarter of 2018.

The company recorded income tax benefit of $14.7 million and $31.4 million for the three and nine months ended September 30, 2018, respectively, compared with $48.8 million and $60.9 million for the same periods in 2017. The decrease in income tax benefit was due primarily to the company’s recognition of tax benefits of $18.4 million during the nine months ended September 30, 2018, compared to $49.5 million for the same period in 2017, for federal and state R&D Credits relating to current and prior periods.

The amount of unrecognized tax benefits for uncertain tax positions was $50.4 million as of September 30, 2018, and $26.0 million as of December 31, 2017. Recognition of these benefits would have a favorable impact on the company’s effective tax rate.

The 2018 effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2018

Commitments And Contingencies [Abstract]

Commitments And Contingencies

14.  COMMITMENTS AND CONTINGENCIES

Operating Leases

The company leases certain facilities, equipment and parcels of land under agreements that expire at various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the lease. The company incurred lease expenses of $9.0 million and$29.7 million during the three and nine months ended September 30, 2018, respectively, and $11.2 million and $33.4 million during the three and nine months ended September 30, 2017, respectively.

Aggregate minimum lease payments under these agreements for the remainder of 2018 and in future years are as follows (in thousands):

Year Ending December 31,	Amount
2018	$	9,989
2019		24,808
2020		18,052
2021		10,574
2022		8,252
Thereafter		32,245
Total	$	103,920

Commodities

As of September 30, 2018, the company had contracted future purchases of grain, corn oil, natural gas, crude oil, ethanol, distillers grains and cattle, valued at approximately $411.9 million.

Legal

In November 2013, the company acquired two ethanol plants located in Fairmont, Minnesota and Wood River, Nebraska. There is ongoing litigation related to the consideration for this acquisition. On August 19, 2016, the Delaware Superior Court granted Green Plains’ motion for summary judgment in part and held that the seller’s attempt to disclaim liability for certain shortfall amounts through the use of a disclaimer provision was ineffective. Based on the court order, the company determined that previously accrued contingent liabilities of approximately $6.3 million no longer represented probable losses. These accruals were reversed as a reduction of cost of goods sold during the year ended December 31, 2016, because the adjustment relates to a reduction in the cost of inventory purchased in the acquisitions. Per the court’s direction, the company and the seller retained an independent accounting firm to determine if a shortfall exists and the precise shortfall due to Green Plains. The accounting firm has concluded that a shortfall does exist consistent with the company’s calculations, and the matter is now back in the hands of the Court to review and enter its order. On October 30, 2018, the ongoing litigation was settled and will be recorded in the fourth quarter.

In addition to the above-described proceeding, the company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

15.  RELATED PARTY TRANSACTIONS

Commercial Contracts

In March 2014, a subsidiary of the company entered into $1.4 million of new equipment financing agreements with Amur Equipment Finance, whom Gordon Glade, a member of the company’s board of directors, was formerly a shareholder. Amur Equipment Finance is no longer considered a related party as of the third quarter of 2018. Balances of $0.4 million and $0.6 million related to these financing arrangements were included in debt at September 30, 2018, and December 31, 2017, respectively. Payments, including principal and interest, totaled $69 thousand and $207 thousand during each of the three and nine months ended September 30, 2018, and 2017, respectively. The weighted average interest rate for the financing agreements with Amur Equipment Finance was 6.8%.

Aircraft Leases

Effective January 1, 2015, the company entered into two agreements with an entity controlled by Wayne Hoovestol for the lease of two aircrafts. Mr. Hoovestol is chairman of the company’s board of directors. The company agreed to pay $9,766 per month for the combined use of up to 125 hours per year of the aircrafts. Flight time in excess of 125 hours per year will incur additional hourly charges. Payments related to these leases totaled $39 thousand and $126 thousand during the three months ended September 30, 2018, respectively, and $39 thousand and $141 thousand during the three and nine months ended September 30, 2017, respectively. The company hadno outstanding payables related to these agreements as of September 30, 2018, and $2 thousand in outstanding payables related to these agreements as of December 31, 2017.

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

16.  SUBSEQUENT EVENTS

Seventh Amendment to Credit Agreement – Green Plains Cattle Company LLC

On October 5, 2018, the company amended its revolving credit facility to provide the Joint Administrator, at its sole discretion, irrevocable authorization to (1) release any term loan priority collateral; (2) release any guarantor related to any release of any term loan priority collateral and/or (3) release the guaranty upon termination of the term loan agreement and repayment of all obligations owed by the company under the term loan agreement.

Asset Purchase Agreement – Valero Renewable Fuels Company, LLC and Green Plains Partners LP

On October 8, 2018, the company entered into an Asset Purchase Agreement to sell three of its ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan to Valero Renewable Fuels Company, LLC (“Valero”). The estimated sales price for the facilities is $300 million plus approximately $22 million of related working capital. Correspondingly, the company entered into a separate Asset Purchase Agreement (the “Asset Purchase Agreement”) with the partnership for $120.9 million (the “Transaction”), subject to certain other post-closing adjustments, to acquire the related storage assets to be disposed of in the sale to Valero. In addition, approximately 525 of the 3,500 railcars leased by the partnership are anticipated to be conveyed to the company as part of the Transaction. Upon closing of the Transaction, the company anticipates recording an estimated pre-tax gain of approximately $100  million. The company anticipates using proceeds from the Transaction to repay its term debt. 

The partnership will receive approximately 8.9 million units owned by the company as payment. The Asset Purchase Agreement provides for the closing of the Transaction to occur immediately prior to the company’s sale to Valero.

The company and the partnership agreed, upon closing, to extend the storage and throughput services agreement with Green Plains Trade an additional three years to June 30, 2028. Upon closing, the quarterly minimum volume commitment associated with the storage and throughput services agreement will be 235.7 million gallons or, approximately 80% of the new Green Plains annual production capacity of 1.183 billion gallons.

The aforementioned transactions are anticipated to close during the fourth quarter of 2018, subject to customary closing conditions and regulatory approvals.

Third Amendment to Credit Agreement – Green Plains Operating Company LLC

On October 12, 2018, the partnership amended its revolving credit facility to allow the sale of the ethanol storage assets associated with up to six ethanol plants owned by Green Plains with no more than 600 million gallons of production capacity. Upon close of such sale, the revolving credit facility available will be decreased from $235 million to $200 million. In addition, the lenders permitted the exchange of units as consideration for the transaction and also permitted modifications of various key operating agreements. There were no other significant changes in other covenants.

Stock Purchase Agreement – Kerry Holding Co.

On October 23, 2018, the company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Kerry Holding Co. to sell all of the issued and outstanding capital stock of Fleischmann’s Vinegar Company, Inc. for $350 million in cash, subject to certain post-closing working capital adjustments. Upon closing of the transaction, the company anticipates recording an estimated pre-tax gain of approximately $62 million. The company anticipates using proceeds from the transaction to repay its term debt. 

The closing of the transaction, which is expected to occur during the fourth quarter of 2018, is subject to customary closing conditions and regulatory approvals. The Stock Purchase Agreement contains normal and customary representations and warranties, and indemnification obligations.

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Basis Of Presentation And Description Of Business And Summary Of Significant Accounting Policies (Policy)

9 Months Ended

Sep. 30, 2018

Basis Of Presentation, Description Of Business And Summary Of Significant Accounting Policies [Abstract]

Consolidated Financial Statements

Consolidated Financial Statements

The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. As of September 30, 2018, the company owns a 62.4% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. Public investors own the remaining 35.6% limited partner interest in the partnership. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of September 30, 2018, and December 31, 2017, excluding intercompany balances, were $71.5 million and $74.9 million, respectively, and primarily consisted of property and equipment and goodwill. The partnership’s consolidated total liabilities as of September 30, 2018, and December 31, 2017, excluding intercompany balances, were $152.7 million and $153.0 million, respectively, which primarily consisted of long-term debt as discussed in Note 9 – Debt. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets. The company also owns a 90.0% interest in BioProcess Algae, a joint venture formed in 2008, and consolidates their results in its consolidated financial statements.

The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and notes required by GAAP, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2017.

The unaudited financial information reflects adjustments which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.

Reclassifications

Reclassifications

Certain prior year amounts were reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses, net income (loss) or stockholders’ equity.

Use Of Estimates In The Preparation Of Consolidated Financial Statements

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, depreciation of property and equipment, carrying value of intangible assets, impairment of long-lived assets and goodwill, derivative financial instruments, accounting for income taxes and assets acquired and liabilities assumed in acquisitions, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

Description Of Business

Description of Business

The company operates within four business segments: (1) ethanol production, which includes the production of ethanol and distillers grains, and recovery of corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes cattle feeding, vinegar production and food-grade corn oil operations and (4) partnership, which includes fuel storage and transportation services.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted Cash

The company has restricted cash, which can only be used for funding letters of credit or for payment towards a revolving credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated statements of cash flows.

Revenue Recognition

Revenue Recognition

The company recognizes revenue at the point in time when the product or service is transferred to the customer.

Sales of ethanol, distillers grains, corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.

The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Energy trading transactions are reported net as a component of revenue. All other transactions are reported net as either a component of revenue or cost of goods sold, depending on their position as a gain or loss. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.

Sales of products, including agricultural commodities, cattle and vinegar, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold. Revenues from grain storage are recognized when services are rendered.

A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed.

Shipping and Handling Costs

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record customer payments associated with shipping and handling costs as a component of revenue, and classify such costs as a component of cost of goods sold.

Cost of Goods Sold

Cost of Goods Sold

Cost of goods sold includes direct labor, materials, shipping and plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol and vinegar production, and cattle feeding operations. Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold. Materials include the cost of corn feedstock, denaturant, process chemicals, cattle and veterinary supplies. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Plant overhead consists primarily of plant and feedlot utilities, repairs and maintenance, feedlot expenses and outbound freight charges. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold.

The company uses exchange-traded futures and options contracts and forward purchase and sales contracts to attempt to minimize the effect of price changes on ethanol, grain, natural gas and cattle inventories. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.

Operations and Maintenance Expenses

Operations and Maintenance Expenses

In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals.

Derivative Financial Instruments

Derivative Financial Instruments

The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, cattle, natural gas and crude oil. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.

By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.

The company evaluates its physical delivery contracts to determine if they qualify for normal purchase or sale exemptions which are expected to be used or sold over a reasonable period in the normal course of business. Contracts that do not meet the normal purchase or sale criteria are recorded at fair value. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.

Certain qualifying derivatives related to ethanol production, agribusiness and energy services, and food and ingredients segments are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or other current liabilities at fair value.

At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 606, Revenue from Contracts with Customers. Please refer to Note 2 – Revenue for further details.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 230, Statement of Cash Flows: Restricted Cash, which requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amended guidance was applied retrospectively. As a result, net cash used in operating activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $8.0 million. Net cash provided by financing activities for the nine months ended September 30, 2017, was adjusted to exclude the change in restricted cash and decreased the previously reported balance by $25.5 million.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 740, Income Taxes: Intra-Entity Transfers of Assets other than Inventory, which requires the recognition of current and deferred income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amended guidance is required on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of the guidance did not have an impact to the financial statements.

Effective January 1, 2018, the company adopted the amended guidance in ASC Topic 805, Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business and provides guidance to assist companies and other reporting organizations evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amended guidance will be applied prospectively.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 350, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge equal to the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit, would be recognized. The amended guidance will be applied prospectively, and used when the annual impairment test is performed in the current year. The company does not believe the new guidance will have a material impact on the consolidated financial statements.

Effective January 1, 2018, the company early adopted the amended guidance in ASC Topic 220, Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendment eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act and is intended to improve the usefulness of information reported. As a result, the company recorded a $2.8 million reclassification from accumulated other comprehensive income to retained earnings during the first quarter of 2018. It is the company’s policy to release income tax effects from accumulated other comprehensive income using the portfolio approach.

Effective January 1, 2019, the company will adopt the amended guidance in ASC Topic 842, Leases, which aims to make leasing activities more transparent and comparable, requiring substantially all leases to be recognized by lessees on the balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2018. The standard requires a modified retrospective transition approach and allows for early adoption. In July 2018, the FASB issued Accounting Standards Update, Leases (Topic 842): Targeted Improvements, which provides an option to apply the transition provisions of the new standard at adoption date instead of the earliest comparative period presented in the financial statements. The company will elect to use this optional transition method.

The company has established an implementation team which continues to review current accounting policies, internal controls, processes, and disclosures that will change as a result of adopting the new standard. The company has gathered information on existing leases to obtain a complete population of leases upon adoption, and has implemented a lease accounting system, which will assist in delivering the required accounting changes and disclosures. The new standard will significantly increase right-of-use assets and lease liabilities on the company’s consolidated balance sheet, primarily due to operating leases that are currently not recognized on the balance sheet. In addition, it will also require expanded disclosures in the company’s consolidated financial statements. The company will complete its assessment of the impact of the new guidance on its consolidated financial statements during the fourth quarter of 2018.

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Revenue (Tables)

9 Months Ended

Sep. 30, 2018

Revenue [Abstract]

Disaggregatation Of Revenue By Major Source

The following table disaggregates revenue by major source for the three and nine months ended September 30, 2018 (in thousands):

	Three Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC Topic 606:
Ethanol	$	291	$	-	$	-	$	-	$	-	$	291
Distillers grains		54,687		-		-		-		-		54,687
Cattle and vinegar		-		-		259,224		-		-		259,224
Service revenues		-		-		-		983		-		983
Other		238		680		-		-		-		918
Intersegment revenues		721		23		38		2,597		(3,379)		-
Total revenues from contracts with customers		55,937		703		259,262		3,580		(3,379)		316,103
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		440,333		93,166		-		-		-		533,499
Distillers grains		56,802		44,142		-		-		-		100,944
Corn oil		17,088		10,275		4,411		-		-		31,774
Grain		30		21,972		-		-		-		22,002
Cattle and vinegar		-		-		(12,522)		-		-		(12,522)
Other		3,930		4,055		-		-		-		7,985
Intersegment revenues		2,392		12,669		-		-		(15,061)		-
Total revenues from contracts accounted for as derivatives		520,575		186,279		(8,111)		-		(15,061)		683,682
Leasing revenues under ASC Topic 840 (2)		-		-		-		22,190		(21,875)		315
Total Revenues	$	576,512	$	186,982	$	251,151	$	25,770	$	(40,315)	$	1,000,100

	Nine Months Ended September 30, 2018
	Ethanol Production		Agribusiness & Energy Services		Food & Ingredients		Partnership		Eliminations		Total
Revenues:
Revenues from contracts with customers under ASC 606:
Ethanol	$	3,391	$	-	$	-	$	-	$	-	$	3,391
Distillers grains		174,589		-		-		-		-		174,589
Cattle and vinegar		-		-		748,699		-		-		748,699
Service revenues		-		-		-		3,430		-		3,430
Other		1,570		2,012		-		-		-		3,582
Intersegment revenues		2,258		23		118		7,286		(9,685)		-
Total revenues from contracts with customers		181,808		2,035		748,817		10,716		(9,685)		933,691
Revenues from contracts accounted for as derivatives under ASC Topic 815 (1):
Ethanol		1,333,989		321,824		-		-		-		1,655,813
Distillers grains		147,203		98,060		-		-		-		245,263
Corn oil		52,690		22,433		12,048		-		-		87,171
Grain		500		59,101		-		-		-		59,601
Cattle and vinegar		-		-		(5,638)		-		-		(5,638)
Other		12,486		42,721		-		-		-		55,207
Intersegment revenues		7,027		38,226		-		-		(45,253)		-
Total revenues from contracts accounted for as derivatives		1,553,895		582,365		6,410		-		(45,253)		2,097,417
Leasing revenues under ASC 840 (2)		-		-		-		66,779		(65,663)		1,116
Total Revenues	$	1,735,703	$	584,400	$	755,227	$	77,495	$	(120,601)	$	3,032,224

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC Topic 606 as required by ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.

(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC Topic 606, and continue to be accounted for under ASC Topic 840, Leases.

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

Asset Purchase Agreement With Bartlett Cattle Company, L.P. [Member]

Business Acquisition [Line Items]

Schedule Of Identifiable Assets Acquired And Liabilities Assumed

The following is a summary of the preliminary purchase price of assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Accounts receivable		$	1,897
Inventory			104,809
Property and equipment, net			16,190
Current liabilities			(118)
	Total identifiable net assets	$	122,778

Asset Purchase Agreement With Cargill Cattle Feeders, LLC [Member]

Business Acquisition [Line Items]

Schedule Of Identifiable Assets Acquired And Liabilities Assumed

The following is a summary of the assets acquired and liabilities assumed (in thousands):

Amounts of Identifiable Assets Acquired and Liabilities Assumed
Inventory		$	22,450
Prepaid expenses and other			52
Property and equipment, net			36,960
Current liabilities			(180)
	Total identifiable net assets	$	59,282

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Fair Value Disclosures (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Schedule Of Assets And Liabilities Fair Value

The company’s assets and liabilities by level are as follows (in thousands):

	Fair Value Measurements at September 30, 2018
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	171,674	$	-	$	171,674
Restricted cash		62,797		-		62,797
Inventories carried at market		-		81,141		81,141
Unrealized gains on derivatives		-		12,878		12,878
Other assets		114		1		115
Total assets measured at fair value	$	234,585	$	94,020	$	328,605
Liabilities:
Accounts payable (1)	$	-	$	15,602	$	15,602
Unrealized losses on derivatives		-		18,472		18,472
Other		-		25		25
Total liabilities measured at fair value	$	-	$	34,099	$	34,099

	Fair Value Measurements at December 31, 2017
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	(Level 1)		(Level 2)		Total
Assets:
Cash and cash equivalents	$	266,651	$	-	$	266,651
Restricted cash		45,709		-		45,709
Inventories carried at market		-		26,834		26,834
Unrealized gains on derivatives		-		12,045		12,045
Other assets		115		-		115
Total assets measured at fair value	$	312,475	$	38,879	$	351,354
Liabilities:
Accounts payable (1)	$	-	$	37,401	$	37,401
Unrealized losses on derivatives		-		12,884		12,884
Other liabilities		-		92		92
Total liabilities measured at fair value	$	-	$	50,377	$	50,377

(1) Accounts payable is generally stated at historical amounts with the exception of $15.6 million and $37.4 million at September 30, 2018, and December 31, 2017, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2018

Segment Information [Abstract]

Summary Of Financial Data

The following tables set forth certain financial data for the company’s operating segments (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Revenues:
Ethanol production:
Revenues from external customers	$	573,399	$	620,180	$	1,726,418	$	1,857,356
Intersegment revenues		3,113		3,579		9,285		6,624
Total segment revenues		576,512		623,759		1,735,703		1,863,980
Agribusiness and energy services:
Revenues from external customers		174,290		164,604		546,151		483,670
Intersegment revenues		12,692		14,406		38,249		33,679
Total segment revenues		186,982		179,010		584,400		517,349
Food and ingredients:
Revenues from external customers		251,113		114,750		755,109		329,432
Intersegment revenues		38		38		118		113
Total segment revenues		251,151		114,788		755,227		329,545
Partnership:
Revenues from external customers		1,298		1,701		4,546		4,724
Intersegment revenues		24,472		24,748		72,949		74,019
Total segment revenues		25,770		26,449		77,495		78,743
Revenues including intersegment activity		1,040,415		944,006		3,152,825		2,789,617
Intersegment eliminations		(40,315)		(42,771)		(120,601)		(114,435)
Revenues as reported	$	1,000,100	$	901,235	$	3,032,224	$	2,675,182

Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Cost of goods sold:
Ethanol production	$	560,719	$	590,904	$	1,706,891	$	1,802,688
Agribusiness and energy services		179,432		168,735		546,318		487,239
Food and ingredients		236,150		98,854		702,355		281,898
Partnership		-		-		-		-
Intersegment eliminations		(39,917)		(42,706)		(120,220)		(114,123)
	$	936,384	$	815,787	$	2,835,344	$	2,457,702

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Operating income (loss):
Ethanol production	$	(15,961)	$	3,107	$	(60,704)	$	(25,950)
Agribusiness and energy services		2,851		3,686		22,081		13,138
Food and ingredients		8,324		10,132		33,890		30,472
Partnership		16,725		16,290		48,214		47,707
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(10,965)		(12,507)		(34,879)		(30,898)
	$	649	$	20,716	$	8,489	$	34,322

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
EBITDA:
Ethanol production	$	8,475	$	25,570	$	4,742	$	38,521
Agribusiness and energy services		3,537		5,150		24,035		15,910
Food and ingredients		12,151		13,272		47,192		39,741
Partnership		17,913		17,589		51,674		51,549
Intersegment eliminations		(325)		8		(113)		(147)
Corporate activities		(9,716)		(11,212)		(30,533)		(27,275)
	$	32,035	$	50,377	$	96,997	$	118,299

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Depreciation and amortization:
Ethanol production	$	24,289	$	20,959	$	65,284	$	61,443
Agribusiness and energy services		675		1,457		1,923		2,776
Food and ingredients		3,780		3,139		10,628		9,259
Partnership		1,120		1,280		3,406		3,781
Corporate activities		849		999		2,769		2,846
	$	30,713	$	27,834	$	84,010	$	80,105

Schedule Of Reconciliation Of Net Income (Loss) To EBITDA

The following table reconciles net income (loss) to EBITDA (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Interest expense		23,399		31,889		67,548		69,815
Income tax benefit		(14,658)		(48,775)		(31,438)		(60,905)
Depreciation and amortization		30,713		27,834		84,010		80,105
EBITDA	$	32,035	$	50,377	$	96,997	$	118,299

Summary Of Total Assets For Operating Segments

The following table reconciles net income (loss) to EBITDA (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income (loss)	$	(7,419)	$	39,429	$	(23,123)	$	29,284
Interest expense		23,399		31,889		67,548		69,815
Income tax benefit		(14,658)		(48,775)		(31,438)		(60,905)
Depreciation and amortization		30,713		27,834		84,010		80,105
EBITDA	$	32,035	$	50,377	$	96,997	$	118,299

The following table sets forth total assets by operating segment (in thousands):

	September 30, 2018		December 31, 2017
Total assets (1):
Ethanol production	$	1,075,469	$	1,144,459
Agribusiness and energy services		404,903		554,981
Food and ingredients		884,205		725,232
Partnership		71,511		74,935
Corporate assets		252,554		295,217
Intersegment eliminations		(3,808)		(10,174)
	$	2,684,834	$	2,784,650

Asset balances by segment exclude intercompany balances.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2018

Inventories [Abstract]

Schedule of Inventories

	September 30, 2018		December 31, 2017
Finished goods	$	133,116	$	146,269
Commodities held for sale		43,328		65,693
Raw materials		126,231		144,520
Work-in-process		426,321		320,664
Supplies and parts		36,202		34,732
	$	765,198	$	711,878

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2018

Derivative Financial Instruments [Abstract]

Schedule Of Fair Values Of Derivative Financial Instruments

The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):

	Asset Derivatives'				Liability Derivatives'
	Fair Value				Fair Value
	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Derivative financial instruments (1)	$	12,878	$	12,045	$	18,472	$	12,884
Other assets		1		-		-		-
Other liabilities		-		-		25		92
Total	$	12,879	$	12,045	$	18,497	$	12,976

(1) At September 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized gains on exchange traded futures and options contracts of $11.4 million, which included $1.2 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments. At September 30, 2018, derivative financial instruments, as reflected on the balance sheet, include net unrealized losses on exchange traded futures and options contracts of $23.3 million, which included $22.5 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments. At December 31, 2017, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $8.5 million, which included $0.3 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments.

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):

	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain or (Loss) Reclassified from Accumulated Other	Three Months Ended September 30,				Nine Months Ended September 30,
Comprehensive Income into Income	2018		2017		2018		2017
Revenues	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734
Cost of goods sold		1,350		(1,861)		1,451		(1,679)
Net gain (loss) recognized in earnings before tax	$	(1,847)	$	(7,103)	$	(298)	$	55

	Loss Recognized in Other Comprehensive Income on Derivatives
Loss Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
Other Comprehensive Income on Derivatives	2018		2017		2018		2017
Commodity contracts	$	(18,709)	$	(12,235)	$	(1,865)	$	(15,069)

		Amount of Gain or (Loss)
		Recognized in Income on Derivatives
Derivatives Not Designated	Location of Gain or (Loss) Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
as Hedging Instruments	Income on Derivatives	2018		2017		2018		2017
Commodity contracts	Revenues	$	(2,069)	$	2,863	$	5,894	$	(7,400)
Commodity contracts	Costs of goods sold		10,952		2,036		11,075		17,256
Net gain recognized in loss before tax		$	8,883	$	4,899	$	16,969	$	9,856

As of September 30, 2018, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Inventories	$	76,099	$	6,826

As of December 31, 2017, no amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items.

Effect of Cash Flow and Fair Value Hedge Accounting on the Statement of Operations

The effect of cash flow and fair value hedges and the line items on the consolidated statements of operations where they are reported are as follows (in thousands):

	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Three Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain (loss) on cash flow hedging relationships:
Commodity contracts:
Amount of gain (loss) reclassified from accumulated other comprehensive income into income	$	(3,197)	$	1,350	$	(5,242)	$	(1,861)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		(346)		61		(1,775)
Derivatives designated as hedging instruments		-		(186)		(61)		3,085
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(3,197)	$	818	$	(5,242)	$	(551)

	Location and Amount of Gain or (Loss) Recognized in
	Income on Cash Flow and Fair Value Hedging Relationships
	for the Nine Months Ended September 30,
		2018				2017
		Revenue		Cost of Goods Sold		Revenue		Cost of Goods Sold
Gain on cash flow hedging relationships:
Commodity contracts:
Amount of gain reclassified from accumulated other comprehensive income into income	$	(1,749)	$	1,451	$	1,734	$	(1,679)
Gain (loss) on fair value hedging relationships:
Commodity contracts:
Hedged item		-		10,150		1,451		(6,229)
Derivatives designated as hedging instruments		-		(9,064)		(1,734)		8,530
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded	$	(1,749)	$	2,537	$	1,451	$	622

Schedule Of Open Position Derivative Financial Instruments

The open commodity derivative positions as of September 30, 2018, are as follows (in thousands):

September 30, 2018
	Exchange Traded		Non-Exchange Traded
Derivative Instruments	Net Long & (Short) (1)		Long (2)	(Short) (2)	Unit of Measure	Commodity
Futures	(52,335)				Bushels	Corn, Soybeans and Wheat
Futures	(11,450)	(4)			Bushels	Corn
Futures	5,135				Gallons	Ethanol
Futures	(25,620)				Gallons	Ethanol
Futures	(18,798)				MmBTU	Natural Gas
Futures	(13,413)	(4)			MmBTU	Natural Gas
Futures	(57,250)				Pounds	Cattle
Futures	(413,720)	(3)			Pounds	Cattle
Futures	21				Barrels	Crude Oil
Futures	(600)				Tons	Soybean Meal
Futures	3,570				Gallons	Natural Gasoline
Options	14,409				Bushels	Corn, Soybeans and Wheat
Options	3,266				Gallons	Ethanol
Options	(74)				MmBTU	Natural Gas
Options	862				Pounds	Livestock
Options	78				Barrels	Crude Oil
Forwards			41,789	(138)	Bushels	Corn and Soybeans
Forwards			19,132	(426,529)	Gallons	Ethanol
Forwards			212	(421)	Tons	DDG
Forwards			12,222	(70,173)	Pounds	Corn Oil
Forwards			22,501	(1,858)	MmBTU	Natural Gas
Forwards			61	(31)	Barrels	Crude Oil

(1) Exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.

(2) Non-exchange traded forwards are presented on a gross long and (short) position basis including both fixed-price and basis contracts.

(3) Futures used for cash flow hedges.

(4) Futures used for fair value hedges.

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Debt (Tables)

9 Months Ended

Sep. 30, 2018

Debt [Abstract]

Schedule Of The Components Of Long-Term Debt

The components of long-term debt are as follows (in thousands):

	September 30, 2018		December 31, 2017
Corporate:
$500.0 million term loan	$	495,000	$	498,750
3.25% convertible notes due 2018		6,897		61,442
3.25% convertible notes due 2019		52,157		-
4.125% convertible notes due 2022		141,163		136,739
Green Plains Partners:
$235.0 million revolving credit facility		128,000		126,900
Other		26,489		27,744
Total face value of long-term debt		849,706		851,575
Unamortized debt issuance costs		(16,915)		(16,256)
Less: current portion of long-term debt		(65,614)		(67,923)
Total long-term debt	$	767,177	$	767,396

Schedule Of Short-term Notes Payable And Other Borrowings

The components of short-term notes payable and other borrowings are as follows (in thousands):

	September 30, 2018		December 31, 2017
Green Plains Cattle:
$500.0 million revolver	$	376,684	$	270,860
Green Plains Grain:
$125.0 million revolver		30,000		75,000
$50.0 million inventory financing		4,032		-
Green Plains Trade:
$300.0 million revolver		133,737		180,320
Green Plains Commodity Management:
$20.0 million hedge line		12,113		-
	$	556,566	$	526,180

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2018

Stock-Based Compensation [Abstract]

Schedule Of Stock Option Activity

The activity related to the exercisable stock options for the nine months ended September 30, 2018, is as follows:

	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2017	143,750	$	12.44	1.8	$	635
Granted	-		-	-		-
Exercised	(15,000)		10.00	-		120
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at September 30, 2018	128,750	$	12.72	1.2	$	577
Exercisable at September 30, 2018 (1)	128,750	$	12.72	1.2	$	577

Represents in-the-money options

Schedule of Non-Vest Stock Award and Deferred Stock Unit Activity

The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	1,068,947	$	20.41
Granted	664,642		18.20
Forfeited	(14,272)		20.64
Vested	(541,586)		20.58
Non-Vested at September 30, 2018	1,177,731	$	19.08	1.9

The Weighted Average Assumptions Used by the Company in Applying the Monte Carlo Valuation Model for Performance Share Grants

The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants during the nine months ended September 30, 2018, are illustrated in the following table:

	Nine Months Ended September 30, 2018
Risk-free interest rate	2.44	%
Dividend yield	2.64	%
Expected volatility	45.11	%

Schedule of Non-vested Unit-based Awards Activity

The non-vested unit-based awards activity for the nine months ended September 30, 2018, is as follows:

	Non-Vested Shares and Deferred Stock Units	Weighted- Average Grant- Date Fair Value		Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2017	11,549	$	19.06
Granted	18,582		16.96
Forfeited	-		-
Vested	(11,549)		19.06
Non-Vested at September 30, 2018	18,582	$	16.96	0.8

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Schedule Of Basic And Diluted Earnings Per Share

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Basic EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
EPS - basic	$	(0.31)	$	0.83	$	(0.94)	$	0.36
Diluted EPS:
Net income (loss) attributable to Green Plains	$	(12,469)	$	34,394	$	(37,580)	$	14,431
Interest and amortization on convertible debt, net of tax effect:
3.25% notes due 2018		-		840		-		3,582
4.125% notes due 2022		-		2,050		-		6,089
Net income (loss) attributable to Green Plains - diluted	$	(12,469)	$	37,284	$	(37,580)	$	24,102
Weighted average shares outstanding - basic		40,229		41,348		40,189		40,008
Effect of dilutive convertible debt:
3.25% notes due 2018		-		3,178		-		4,551
4.125% notes due 2022		-		6,071		-		6,071
Effect of dilutive stock-based compensation awards		-		50		-		63
Weighted average shares outstanding - diluted		40,229		50,647		40,189		50,693
EPS  - diluted	$	(0.31)	$	0.74	$	(0.94)	$	0.48

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Stockholders Equity (Tables)

9 Months Ended

Sep. 30, 2018

Stockholders Equity [Abstract]

Schedule Of Stockholders Equity

								Accum.					Total
				Additional				Other					Green Plains		Non-		Total
	Common Stock			Paid-in		Retained		Comp.		Treasury Stock			Stockholders'		Controlling		Stockholders'
	Shares	Amount		Capital		Earnings		Income		Shares	Amount		Equity		Interests		Equity
Balance, December 31, 2017	46,410	$	46	$	685,019	$	325,411	$	(13,110)	5,326	$	(55,184)	$	942,182	$	116,954	$	1,059,136
Reclassification of certain tax effects from other comprehensive loss (Note 1)	-		-		-		2,787		(2,787)	-		-		-		-		-
Balance, January 1, 2018	46,410		46		685,019		328,198		(15,897)	5,326		(55,184)		942,182		116,954		1,059,136
Net income (loss)	-		-		-		(37,580)		-	-		-		(37,580)		14,457		(23,123)
Cash dividends and distributions declared	-		-		-		(14,536)		-	-		-		(14,536)		(16,385)		(30,921)
Other comprehensive loss before reclassification	-		-		-		-		(1,522)	-		-		(1,522)		-		(1,522)
Amounts reclassified from accumulated other comprehensive loss	-		-		-		-		243	-		-		243		-		243
Other comprehensive loss, net of tax	-		-		-		-		(1,279)	-		-		(1,279)		-		(1,279)
Modification of 3.25% convertible notes due 2019	-		-		4,660		-		-	-		-		4,660		-		4,660
Exchange of 3.25% convertible notes due 2018	-		-		-		-		-	-		1		1		-		1
Stock-based compensation	321		1		5,314		-		-	-		-		5,315		196		5,511
Stock options exercised	15		-		150		-		-	-		-		150		-		150
Balance, September 30, 2018	46,746	$	47	$	695,143	$	276,082	$	(17,176)	5,326	$	(55,183)	$	898,913	$	115,222	$	1,014,135

Reclassification Accumulated Other Comprehensive Income (Loss)

	Three Months Ended September 30,				Nine Months Ended September 30,				Statements of Operations
	2018		2017		2018		2017		Classification
Gains (losses) on cash flow hedges:
Commodity derivatives	$	(3,197)	$	(5,242)	$	(1,749)	$	1,734	Revenues
Commodity derivatives		1,350		(1,861)		1,451		(1,679)	Cost of goods sold
Total		(1,847)		(7,103)		(298)		55	Loss before income taxes
Income tax expense (benefit)		(420)		(2,650)		(55)		21	Income tax benefit
Amounts reclassified from accumulated other comprehensive income (loss)	$	(1,427)	$	(4,453)	$	(243)	$	34

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Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2018

Commitments And Contingencies [Abstract]

Schedule of Aggregate Minimum Lease Payments

Year Ending December 31,	Amount
2018	$	9,989
2019		24,808
2020		18,052
2021		10,574
2022		8,252
Thereafter		32,245
Total	$	103,920

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Basis Of Presentation And Description Of Business And Summary Of Significant Accounting Policies (Narrative) (Details) $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 01, 2015	Mar. 31, 2018 USD ($)	Sep. 30, 2018 USD ($) segment	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Asset			$ 2,684,834		$ 2,784,650
Total liabilities			$ 1,670,699		1,725,514
Reclassification from accumulated other comprehensive income to retained earnings		$ 2,800
Number of operating segments | segment			4
Increase in cash flows from operating activities, Share-based compensation			$ 8,726	$ 8,761
Green Plains Partners L.P. [Member]
Asset			71,500		74,900
Total liabilities			$ 152,700		$ 153,000
Accounting Standards Update 2016-18 [Member]
Increase (Decrease) in Restricted Cash for Operating Activities				8,000
Proceeds from (Repayments of) Restricted Cash, Financing Activities				$ 25,500
BioProcess Algae [Member]
Less than wholy owned subsidiary, parent ownership perecentage			90.00%
IPO [Member] | Limited Partner [Member]
Ownership interest, public, percentage	35.60%
IPO [Member] | Limited Partner [Member] | Green Plains Inc. [Member]
Ownership interest, percentage	62.40%
IPO [Member] | General Partner [Member] | Green Plains Inc. [Member]
Ownership interest, percentage	2.00%

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Revenue (Narrative) (Details)	9 Months Ended
	Sep. 30, 2018
Minimum [Member]
Revenue, Performance Obligation, Payment Terms	10 days
Maximum [Member]
Revenue, Performance Obligation, Payment Terms	30 days

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Revenue (Disaggregatation Of Revenue By Major Source) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total revenues from contracts with customers	$ 316,103		$ 933,691
Revenues from contracts accounted for as derivatives under ASC Topic 815	683,682		2,097,417
Leasing revenues under ASC Topic 840	315		1,116
Total revenues	1,000,100	$ 901,235	3,032,224	$ 2,675,182
Ethanol [Member]
Total revenues from contracts with customers	291		3,391
Revenues from contracts accounted for as derivatives under ASC Topic 815	533,499		1,655,813
Distiller Grains [Member]
Total revenues from contracts with customers	54,687		174,589
Revenues from contracts accounted for as derivatives under ASC Topic 815	100,944		245,263
Corn Oil [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	31,774		87,171
Grain [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	22,002		59,601
Cattle And Vinegar [Member]
Total revenues from contracts with customers	259,224		748,699
Revenues from contracts accounted for as derivatives under ASC Topic 815	(12,522)		(5,638)
Service Revenues [Member]
Total revenues from contracts with customers	983		3,430
Other [Member]
Total revenues from contracts with customers	918		3,582
Revenues from contracts accounted for as derivatives under ASC Topic 815	7,985		55,207
Ethanol Production [Member]
Total revenues from contracts with customers	55,937		181,808
Revenues from contracts accounted for as derivatives under ASC Topic 815	520,575		1,553,895
Total revenues	576,512	623,759	1,735,703	1,863,980
Ethanol Production [Member] | Ethanol [Member]
Total revenues from contracts with customers	291		3,391
Revenues from contracts accounted for as derivatives under ASC Topic 815	440,333		1,333,989
Ethanol Production [Member] | Distiller Grains [Member]
Total revenues from contracts with customers	54,687		174,589
Revenues from contracts accounted for as derivatives under ASC Topic 815	56,802		147,203
Ethanol Production [Member] | Corn Oil [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	17,088		52,690
Ethanol Production [Member] | Grain [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	30		500
Ethanol Production [Member] | Other [Member]
Total revenues from contracts with customers	238		1,570
Revenues from contracts accounted for as derivatives under ASC Topic 815	3,930		12,486
Ethanol Production [Member] | Intersegment Revenues [Member]
Total revenues from contracts with customers	721		2,258
Revenues from contracts accounted for as derivatives under ASC Topic 815	2,392		7,027
Total revenues	3,113	3,579	9,285	6,624
Agribusiness And Energy Services [Member]
Total revenues from contracts with customers	703		2,035
Revenues from contracts accounted for as derivatives under ASC Topic 815	186,279		582,365
Total revenues	186,982	179,010	584,400	517,349
Agribusiness And Energy Services [Member] | Ethanol [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	93,166		321,824
Agribusiness And Energy Services [Member] | Distiller Grains [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	44,142		98,060
Agribusiness And Energy Services [Member] | Corn Oil [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	10,275		22,433
Agribusiness And Energy Services [Member] | Grain [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	21,972		59,101
Agribusiness And Energy Services [Member] | Other [Member]
Total revenues from contracts with customers	680		2,012
Revenues from contracts accounted for as derivatives under ASC Topic 815	4,055		42,721
Agribusiness And Energy Services [Member] | Intersegment Revenues [Member]
Total revenues from contracts with customers	23		23
Revenues from contracts accounted for as derivatives under ASC Topic 815	12,669		38,226
Total revenues	12,692	14,406	38,249	33,679
Food And Ingredients [Member]
Total revenues from contracts with customers	259,262		748,817
Revenues from contracts accounted for as derivatives under ASC Topic 815	(8,111)		6,410
Total revenues	251,151	114,788	755,227	329,545
Food And Ingredients [Member] | Corn Oil [Member]
Revenues from contracts accounted for as derivatives under ASC Topic 815	4,411		12,048
Food And Ingredients [Member] | Cattle And Vinegar [Member]
Total revenues from contracts with customers	259,224		748,699
Revenues from contracts accounted for as derivatives under ASC Topic 815	(12,522)		(5,638)
Food And Ingredients [Member] | Intersegment Revenues [Member]
Total revenues from contracts with customers	38		118
Total revenues	38	38	118	113
Partnership [Member]
Total revenues from contracts with customers	3,580		10,716
Leasing revenues under ASC Topic 840	22,190		66,779
Total revenues	25,770	26,449	77,495	78,743
Partnership [Member] | Service Revenues [Member]
Total revenues from contracts with customers	983		3,430
Partnership [Member] | Intersegment Revenues [Member]
Total revenues from contracts with customers	2,597		7,286
Total revenues	24,472	24,748	72,949	74,019
Intersegment Eliminations [Member]
Total revenues from contracts with customers	(3,379)		(9,685)
Revenues from contracts accounted for as derivatives under ASC Topic 815	(15,061)		(45,253)
Leasing revenues under ASC Topic 840	(21,875)		(65,663)
Total revenues	(40,315)	$ (42,771)	(120,601)	$ (114,435)
Intersegment Eliminations [Member] | Intersegment Revenues [Member]
Total revenues from contracts with customers	(3,379)		(9,685)
Revenues from contracts accounted for as derivatives under ASC Topic 815	$ (15,061)		$ (45,253)

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Acquisitions (Narrative) (Details) $ in Millions	Aug. 01, 2018 USD ($) item	May 16, 2017 USD ($) item	Sep. 30, 2018 USD ($)
Asset Purchase Agreement With Bartlett Cattle Company, L.P. [Member]
Business Acquisition [Line Items]
Acquisition date	Aug. 01, 2018
Number of cattle-feeding operations | item	2
Purchase price	$ 16.2
Working capital	$ 106.6
Feedlot capacity, head of cattle | item	97,000
Working capital payment			$ 0.9
Asset Purchase Agreement With Cargill Cattle Feeders, LLC [Member]
Business Acquisition [Line Items]
Acquisition date		May 16, 2017
Number of cattle-feeding operations | item		2
Purchase price		$ 59.3
Feedlot capacity, head of cattle | item		155,000
Working capital payment			$ 1.6

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Acquisitions (Schedule Of Identifiable Assets Acquired And Liabilities Assumed) (Details) - USD ($) $ in Thousands	Aug. 01, 2018	May 16, 2017
Asset Purchase Agreement With Bartlett Cattle Company, L.P. [Member]
Business Acquisition [Line Items]
Accounts receivable	$ 1,897
Inventory	104,809
Property and equipment, net	16,190
Current liabilities	(118)
Total identifiable net assets	$ 122,778
Asset Purchase Agreement With Cargill Cattle Feeders, LLC [Member]
Business Acquisition [Line Items]
Inventory		$ 22,450
Prepaid expenses and other		52
Property and equipment, net		36,960
Current liabilities		(180)
Total identifiable net assets		$ 59,282

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Fair Value Disclosures (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Fair value of debt	$ 1,400,000
Accounts receivable, book value	$ 134,950	$ 151,122

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Fair Value Disclosures (Schedule Of Assets And Liabilities Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets:
Cash and cash equivalents	$ 171,674	$ 266,651
Restricted cash	62,797	45,709
Inventories carried at market	81,141	26,834
Unrealized gains on derivatives	12,878	12,045
Other assets	115	115
Total assets measured at fair value	328,605	351,354
Liabilities:
Accounts payable	15,602	37,401
Unrealized losses on derivatives	18,472	12,884
Other	25	92
Total liabilities measured at fair value	34,099	50,377
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets:
Cash and cash equivalents	171,674	266,651
Restricted cash	62,797	45,709
Other assets	114	115
Total assets measured at fair value	234,585	312,475
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Inventories carried at market	81,141	26,834
Unrealized gains on derivatives	12,878	12,045
Other assets	1
Total assets measured at fair value	94,020	38,879
Liabilities:
Accounts payable	15,602	37,401
Unrealized losses on derivatives	18,472	12,884
Other	25	92
Total liabilities measured at fair value	$ 34,099	$ 50,377

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Segment Information (Narrative) (Details)	9 Months Ended
	Sep. 30, 2018 segment
Segment Information [Abstract]
Number of operating segments	4

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Segment Information (Summary Of Financial Data) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Revenues	$ 1,000,100	$ 901,235	$ 3,032,224	$ 2,675,182
Cost of goods sold	936,384	815,787	2,835,344	2,457,702
Operating income (loss)	649	20,716	8,489	34,322
EBITDA	32,035	50,377	96,997	118,299
Depreciation and amortization	30,713	27,834	84,010	80,105
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	1,040,415	944,006	3,152,825	2,789,617
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues	(40,315)	(42,771)	(120,601)	(114,435)
Cost of goods sold	(39,917)	(42,706)	(120,220)	(114,123)
Operating income (loss)	(325)	8	(113)	(147)
EBITDA	(325)	8	(113)	(147)
Ethanol Production [Member]
Segment Reporting Information [Line Items]
Revenues	576,512	623,759	1,735,703	1,863,980
Cost of goods sold	560,719	590,904	1,706,891	1,802,688
Operating income (loss)	(15,961)	3,107	(60,704)	(25,950)
EBITDA	8,475	25,570	4,742	38,521
Depreciation and amortization	24,289	20,959	65,284	61,443
Ethanol Production [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	573,399	620,180	1,726,418	1,857,356
Agribusiness And Energy Services [Member]
Segment Reporting Information [Line Items]
Revenues	186,982	179,010	584,400	517,349
Cost of goods sold	179,432	168,735	546,318	487,239
Operating income (loss)	2,851	3,686	22,081	13,138
EBITDA	3,537	5,150	24,035	15,910
Depreciation and amortization	675	1,457	1,923	2,776
Agribusiness And Energy Services [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	174,290	164,604	546,151	483,670
Food And Ingredients [Member]
Segment Reporting Information [Line Items]
Revenues	251,151	114,788	755,227	329,545
Cost of goods sold	236,150	98,854	702,355	281,898
Operating income (loss)	8,324	10,132	33,890	30,472
EBITDA	12,151	13,272	47,192	39,741
Depreciation and amortization	3,780	3,139	10,628	9,259
Food And Ingredients [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	251,113	114,750	755,109	329,432
Partnership [Member]
Segment Reporting Information [Line Items]
Revenues	25,770	26,449	77,495	78,743
Operating income (loss)	16,725	16,290	48,214	47,707
EBITDA	17,913	17,589	51,674	51,549
Depreciation and amortization	1,120	1,280	3,406	3,781
Partnership [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	1,298	1,701	4,546	4,724
Corporate [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(10,965)	(12,507)	(34,879)	(30,898)
EBITDA	(9,716)	(11,212)	(30,533)	(27,275)
Depreciation and amortization	849	999	2,769	2,846
Intersegment Revenues [Member] | Ethanol Production [Member]
Segment Reporting Information [Line Items]
Revenues	3,113	3,579	9,285	6,624
Intersegment Revenues [Member] | Agribusiness And Energy Services [Member]
Segment Reporting Information [Line Items]
Revenues	12,692	14,406	38,249	33,679
Intersegment Revenues [Member] | Food And Ingredients [Member]
Segment Reporting Information [Line Items]
Revenues	38	38	118	113
Intersegment Revenues [Member] | Partnership [Member]
Segment Reporting Information [Line Items]
Revenues	$ 24,472	$ 24,748	$ 72,949	$ 74,019

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Segment Information (Schedule Of Reconciliation Of Net Income (Loss) To EBITDA) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Information [Abstract]
Net income (loss)	$ (7,419)	$ 39,429	$ (23,123)	$ 29,284
Interest expense	23,399	31,889	67,548	69,815
Income tax benefit	(14,658)	(48,775)	(31,438)	(60,905)
Depreciation and amortization	30,713	27,834	84,010	80,105
EBITDA	$ 32,035	$ 50,377	$ 96,997	$ 118,299

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Segment Information (Summary Of Total Assets For Operating Segments) (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Total assets	$ 2,684,834	$ 2,784,650
Ethanol Production [Member]
Segment Reporting Information [Line Items]
Total assets	1,075,469	1,144,459
Agribusiness And Energy Services [Member]
Segment Reporting Information [Line Items]
Total assets	404,903	554,981
Food And Ingredients [Member]
Segment Reporting Information [Line Items]
Total assets	884,205	725,232
Partnership [Member]
Segment Reporting Information [Line Items]
Total assets	71,511	74,935
Corporate Assets [Member]
Segment Reporting Information [Line Items]
Total assets	252,554	295,217
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Total assets	$ (3,808)	$ (10,174)

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Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Inventories [Abstract]
Finished goods	$ 133,116	$ 146,269
Commodities held for sale	43,328	65,693
Raw materials	126,231	144,520
Work-in-process	426,321	320,664
Supplies and parts	36,202	34,732
Inventories	$ 765,198	$ 711,878

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Goodwill And Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Goodwill	$ 182,879,000		$ 182,879,000		$ 182,879,000
Changes in the carrying amount of goodwill			0		0
Trade Names [Member]
Indefinite-Lived Intangible Assets	10,500,000		10,500,000
Acquisition of Fleischmann’s Vinegar Company, Inc. [Member} | Customer Relationships [Member]
Finite-lived Intangible Assets Acquired			69,300,000
Finite-Lived Intangible Assets, Accumulated Amortization	10,700,000		$ 10,700,000
Finite-Lived Intangible Assets, Remaining Amortization Period			13 years
Amortization of Intangible Assets	1,300,000	$ 1,100,000	$ 4,000,000	$ 3,900,000
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	5,300,000		5,300,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	5,300,000		5,300,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	5,300,000		5,300,000
Finite-Lived Intangible Assets, Amortization Expense, Year Four	5,300,000		5,300,000
Finite-Lived Intangible Assets, Amortization Expense, Year Five	5,300,000		5,300,000
Ethanol Production [Member]
Goodwill	30,300,000		30,300,000		30,300,000
Food And Ingredients [Member]
Goodwill	142,000,000		142,000,000		142,000,000
Partnership [Member]
Goodwill	$ 10,600,000		$ 10,600,000		$ 10,600,000

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Derivative Financial Instruments (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Derivative Financial Instruments [Abstract]
Accumulated other comprehensive loss	$ (17,176,000)		$ (17,176,000)		$ (13,110,000)
Gain or loss from discontinuing cash flow hedge treatment	0	$ 0	0	$ 0
Energy trading contracts, gain (loss)	1,600,000	$ 3,100,000	12,400,000	$ 18,300,000
Carrying Amount of the Hedged Assets, Inventories	$ 76,099,000		$ 76,099,000		$ 0

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Derivative Financial Instruments (Schedule Of Fair Values Of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	$ 12,879	$ 12,045
Liability Derivatives, Fair Value	18,497	12,976
Net unrealized gains on exchange traded futures and options contracts	11,400	8,500
Net unrealized losses on exchange traded futures and options contracts	23,300
Net unrealized gains on cash flow hedges	1,200	300
Net unrealized losses on cash flow hedges	22,500
Derivative Financial Instruments [Member]
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	12,878	12,045
Liability Derivatives, Fair Value	18,472	12,884
Other Assets [Member]
Derivatives, Fair Value [Line Items]
Asset Derivatives, Fair Value	1
Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Liability Derivatives, Fair Value	$ 25	$ 92

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Derivative Financial Instruments (Schedule Of The Effect Of Derivative Instruments On Consolidated Statements Of Income And Consolidated Statements Of Stockholders' Equity And Comprehensive Income) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	$ (1,847,000)	$ (7,103,000)	$ (298,000)	$ 55,000
Carrying Amount of the Hedged Assets, Inventories	76,099,000		76,099,000		$ 0
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets	6,826,000		6,826,000
Nondesignated [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivatives	8,883,000	4,899,000	16,969,000	9,856,000
Revenue [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	(3,197,000)	(5,242,000)	(1,749,000)	1,734,000
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges	(3,197,000)	(5,242,000)	(1,749,000)	1,451,000
Cost of Goods Sold [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	1,350,000	(1,861,000)	1,451,000	(1,679,000)
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges	818,000	(551,000)	2,537,000	622,000
Commodity Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in Other Comprehensive Income on Derivatives	(18,709,000)	(12,235,000)	(1,865,000)	(15,069,000)
Commodity Contracts [Member] | Revenue [Member] | Nondesignated [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivatives	(2,069,000)	2,863,000	5,894,000	(7,400,000)
Commodity Contracts [Member] | Cost of Goods Sold [Member] | Nondesignated [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivatives	10,952,000	2,036,000	11,075,000	17,256,000
Commodity Contracts [Member] | Cash Flow Hedges [Member] | Revenue [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	(3,197,000)	(5,242,000)	(1,749,000)	1,734,000
Commodity Contracts [Member] | Cash Flow Hedges [Member] | Cost of Goods Sold [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	1,350,000	(1,861,000)	1,451,000	(1,679,000)
Commodity Contracts [Member] | Fair Value Hedging [Member] | Revenue [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges		61,000		1,451,000
Commodity Contracts [Member] | Fair Value Hedging [Member] | Revenue [Member] | Designated As Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges		(61,000)		(1,734,000)
Commodity Contracts [Member] | Fair Value Hedging [Member] | Cost of Goods Sold [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges	(346,000)	(1,775,000)	10,150,000	(6,229,000)
Commodity Contracts [Member] | Fair Value Hedging [Member] | Cost of Goods Sold [Member] | Designated As Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Due to Ineffectiveness of Cash Flow Hedges	$ (186,000)	$ 3,085,000	$ (9,064,000)	$ 8,530,000

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Derivative Financial Instruments (Schedule Of Volumes Of Open Commodity Derivative Positions) (Details) contract in Thousands	Sep. 30, 2018 contract
Corn, Soybeans And Wheat In Bushels [Member] | Exchange Traded [Member] | Long [Member] | Options [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	14,409
Corn, Soybeans And Wheat In Bushels [Member] | Exchange Traded [Member] | Short [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	52,335
Corn In Bushels [Member] | Exchange Traded [Member] | Short [Member] | Fair Value Hedging [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	11,450
Ethanol In Gallons [Member] | Exchange Traded [Member] | Long [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	5,135
Ethanol In Gallons [Member] | Exchange Traded [Member] | Long [Member] | Options [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	3,266
Ethanol In Gallons [Member] | Exchange Traded [Member] | Short [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	25,620
Ethanol In Gallons [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	19,132
Ethanol In Gallons [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	426,529
Natural Gas In mmBTU [Member] | Exchange Traded [Member] | Short [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	18,798
Natural Gas In mmBTU [Member] | Exchange Traded [Member] | Short [Member] | Options [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	74
Natural Gas In mmBTU [Member] | Exchange Traded [Member] | Short [Member] | Fair Value Hedging [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	13,413
Natural Gas In mmBTU [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	22,501
Natural Gas In mmBTU [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	1,858
Livestock in Pounds [Member] | Exchange Traded [Member] | Long [Member] | Options [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	862
Cattle In Pounds [Member] | Exchange Traded [Member] | Short [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	57,250
Cattle In Pounds [Member] | Exchange Traded [Member] | Short [Member] | Cash Flow Hedges [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	413,720
Crude Oil In Barrels [Member] | Exchange Traded [Member] | Long [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	21
Crude Oil In Barrels [Member] | Exchange Traded [Member] | Long [Member] | Options [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	78
Crude Oil In Barrels [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	61
Crude Oil In Barrels [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	31
Soybean Meal In Tons [Member] | Exchange Traded [Member] | Short [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	600
Natural Gasoline In Gallons [Member] | Exchange Traded [Member] | Long [Member] | Futures [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	3,570
Corn And Soybeans In Bushels [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	41,789
Corn And Soybeans In Bushels [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	138
DDG In Tons [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	212
DDG In Tons [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	421
Corn Oil in Pounds [Member] | Non-Exchange Traded [Member] | Long [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	12,222
Corn Oil in Pounds [Member] | Non-Exchange Traded [Member] | Short [Member] | Forwards [Member]
Derivative [Line Items]
Volumes of open commodity derivatives	70,173

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Debt (Narrative - Corporate Activities) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($) $ / shares property shares	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) $ / shares property shares	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) shares	Aug. 29, 2017 USD ($)
Debt Instrument [Line Items]
Cash payment for conversion of 3.25% convertible notes due 2018				$ 8,523,000
Non-cash adjustment to additional paid-in capital			$ 4,660,000
Long-term debt, net	$ 849,706,000		849,706,000		$ 851,575,000
Interest expense	23,399,000	$ 31,889,000	67,548,000	69,815,000
Restricted cash	62,797,000	$ 85,066,000	62,797,000	$ 85,066,000	$ 45,709,000
3.25% Convertible Notes Due 2018 [Member] | Corporate [Member] | Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 120,000,000		$ 120,000,000
Interest rate, stated percentage	3.25%		3.25%		3.25%
Common stock, dividends per share, cash paid per share | $ / shares			$ 0.04
Common stock for conversion, shares | shares			50.8753
Debt conversion amount			$ 1,000
Debt conversion price | $ / shares	$ 19.66		$ 19.66
Conversion price percentage			140.00%
Principal amount of notes, percentage			100.00%
Debt instrument, exchange amount	$ 56,800,000
Long-term debt, net	6,897,000		$ 6,897,000		$ 61,442,000
3.25% Convertible Notes Due 2019 [Member] | Corporate [Member] | Convertible Notes [Member]
Debt Instrument [Line Items]
Outstanding note payable	$ 56,800,000		$ 56,800,000
Interest rate, stated percentage	3.25%		3.25%		3.25%
Common stock for conversion, shares | shares			50.6481
Debt conversion amount			$ 1,000
Debt conversion price | $ / shares	$ 19.74		$ 19.74
Long-term debt, net	$ 52,157,000		$ 52,157,000
4.125% Convertible Notes Due 2022 [Member] | Corporate [Member] | Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 170,000,000		$ 170,000,000
Interest rate, stated percentage	4.125%		4.125%
Common stock, dividends per share, cash paid per share | $ / shares			$ 0.12
Common stock for conversion, shares | shares			35.7143
Debt conversion amount			$ 1,000
Debt conversion price | $ / shares	$ 28.00		$ 28.00
Conversion price percentage			140.00%
Principal amount of notes, percentage			100.00%
Long-term debt, net	$ 141,163,000		$ 141,163,000		$ 136,739,000
$500.0 Million Term Loan [Member] | Corporate [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	500,000,000		500,000,000		500,000,000
Long-term debt, net	$ 495,000,000		$ 495,000,000		$ 498,750,000
Prepayment fees			1.00%
Prepayment fee required in paid within term			18 months
Debt Instrument, Periodic Payment, Principal			$ 1,250,000
$500.0 Million Term Loan [Member] | Corporate [Member] | Term Loan [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			5.50%
Interest rate, basis for effective rate			LIBOR plus a margin of 5.50%.
$500.0 Million Term Loan [Member] | Corporate [Member] | Term Loan [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			4.50%
Interest rate, basis for effective rate			base rate plus a margin of 4.50%
$500.0 Million Term Loan [Member] | Corporate [Member] | Term Loan [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.25		1.25
Special annual payments from available free cash flow, percentage			50.00%
$500.0 Million Term Loan [Member] | Corporate [Member] | Term Loan [Member] | Maximum [Member]
Debt Instrument [Line Items]
Term debt to total term capitalization			55.00%
Special annual payments from available free cash flow, percentage			75.00%
$500.0 Million Term Loan [Member] | Corporate [Member] | Green Plains Processing & Fleischmanns Vinegar Company [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500,000,000		$ 500,000,000
Long-term Debt, Gross						$ 405,000,000
$500.0 Million Term Loan [Member] | Corporate [Member] | Green Plains Processing & Fleischmanns Vinegar Company [Member] | Term Loan [Member] | Collateral Pledged [Member]
Debt Instrument [Line Items]
Number of ethanol plants | property	17		17
Convertible Senior Notes 3.25% [Member] | Corporate [Member] | Convertible Notes [Member]
Debt Instrument [Line Items]
Common stock for conversion, shares | shares	50				2,783,725
Debt conversion amount	$ 1,000
Debt instrument, exchange amount					$ 56,300,000

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Debt (Narrative - Agribusiness And Energy Services Segment) (Details) item in Millions	9 Months Ended
	Sep. 30, 2018 USD ($) property item	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	$ 556,566,000	$ 526,180,000
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date	Jul. 26, 2019
Additional amounts available under facility, accordion feature	$ 75,000,000
Line of credit, maximum borrowing capacity	125,000,000
Minimum working capital required for compliance	22,000,000
Minimum net worth required for compliance	27,000,000
Annual capital expenditures, maximum	8,000,000
Line of credit, initial borrowings	$ 0
Allowable dividends as percentage of net profit before taxes	50.00%
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate	LIBOR plus 3.00%
Interest rate, basis spread on variable rate, percentage	3.00%
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate	base rate plus 2.00%
Interest rate, basis spread on variable rate, percentage	2.00%
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio	1.25
Unused capacity fee, percentage	0.375%
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 250,000,000
Annual leverage ratio	6.00
Unused capacity fee, percentage	0.50%
Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Seasonal Borrowings [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 50,000,000
Agribusiness And Energy Services [Member] | Green Plains Trade [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Additional amounts available under facility, accordion feature	70,000,000
Line of credit, maximum borrowing capacity	300,000,000
Annual capital expenditures, maximum	$ 1,500,000
Fixed charge coverage ratio	1.15
Allowable dividends as percentage of net profit before taxes	50.00%
Undrawn availability of revolving credit facility on a pro forma basis	$ 10,000,000
Unused capacity fee, percentage	0.375%
Agribusiness And Energy Services [Member] | Green Plains Trade [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage	2.25%
Agribusiness And Energy Services [Member] | Green Plains Trade [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage	3.25%
Agribusiness And Energy Services [Member] | Green Plains Trade [Member] | Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 285,000,000
Agribusiness And Energy Services [Member] | Green Plains Trade [Member] | First-in-last-out (FILO) Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 15,000,000
Collateral Pledged [Member] | Agribusiness And Energy Services [Member] | Green Plains Grain [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Number of ethanol plants | property	17
$50.0 Million Inventory Financing [Member] | Green Plains Grain [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 50,000,000	50,000,000
Short-term notes payable and other borrowings	4,032,000
$50.0 Million Inventory Financing [Member] | Agribusiness And Energy Services [Member] | Green Plains Grain [Member]
Debt Instrument [Line Items]
Debt Instrument, Collateral Amount	4,200,000
Short-term notes payable and other borrowings	$ 4,000,000
$50.0 Million Inventory Financing [Member] | Collateral Pledged [Member] | Agribusiness And Energy Services [Member] | Green Plains Grain [Member]
Debt Instrument [Line Items]
Number of bushels of corn | item	1.0
$20.0 Million Hedge Line [Member] | Green Plains Commodity Management [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 20,000,000	$ 20,000,000
Short-term notes payable and other borrowings	12,113,000
$20.0 Million Hedge Line [Member] | Agribusiness And Energy Services [Member] | Green Plains Commodity Management [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 20,000,000
$20.0 Million Hedge Line [Member] | Agribusiness And Energy Services [Member] | Green Plains Commodity Management [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate	LIBOR plus 1.75%
Interest rate, basis spread on variable rate, percentage	1.75%

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Debt (Narrative - Food And Ingredients Segment, Partnership Segment, Capitalized Interest, And Restricted Net Assets) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2018 USD ($) property	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) property	Sep. 30, 2017 USD ($)	Jul. 30, 2018 USD ($)	Feb. 19, 2018 USD ($)
Debt Instrument [Line Items]
Interest expense	$ 23,399,000	$ 31,889,000	$ 67,548,000	$ 69,815,000
Restricted assets	171,200,000		171,200,000
Food And Ingredients Segment [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	500,000,000		500,000,000		$ 425,000,000
Additional amounts available under facility, accordion feature			100,000,000
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Additional amounts available under facility, accordion feature			$ 75,000,000
Minimum working capital required for compliance, percentage			15.00%
Minimum net worth required for compliance, percentage			20.00%
Allowable dividends as percentage of net profit before taxes			50.00%
Annual leverage ratio			3.50
Annual capital expenditures, maximum			$ 10,000,000
Annual capital expenditures, maximum, funded by parent			$ 10,000,000
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate			LIBOR plus 2.00% to 3.00%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate			base rate plus 1.00% to 2.00%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Unused capacity fee, percentage			0.20%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			2.00%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			1.00%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Unused capacity fee, percentage			0.30%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			3.00%
Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis spread on variable rate, percentage			2.00%
Partnership [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	235,000,000		$ 235,000,000
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	235,000,000		235,000,000			$ 195,000,000
Additional amounts available under facility, accordion feature			20,000,000
Revolving Credit Facility, Increase	$ 40,000,000		$ 40,000,000
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate			LIBOR plus 2.25% to 3.00%
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate, basis for effective rate			erage ratio at a base rate plus 1.25% to 2.00%
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Unused capacity fee, percentage			0.35%
Interest coverage ratio	2.75		2.75
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate, basis points			2.25
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate, basis points			1.25
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Unused capacity fee, percentage			0.50%
Net leverage ratio	3.50		3.50
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate, basis points			3.00
Partnership [Member] | Green Plains Operating Company LLC [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate, basis points			2.00
Collateral Pledged [Member] | Food And Food Ingredients [Member] | Green Plains Cattle [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Number of ethanol plants | property	17		17

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Debt (Schedule Of The Components Of Long-Term Debt) (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total face value of long-term debt	$ 849,706,000		$ 851,575,000
Unamortized debt issuance costs	(16,915,000)		(16,256,000)
Less: current portion of long-term debt	(65,614,000)		(67,923,000)
Total long-term debt	767,177,000		767,396,000
Term Loan [Member] | $500.0 Million Term Loan [Member] | Corporate [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	495,000,000		498,750,000
Debt instrument, face amount	500,000,000		500,000,000
Convertible Notes [Member] | 3.25% Convertible Notes Due 2018 [Member] | Corporate [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	$ 6,897,000		$ 61,442,000
Interest rate, stated percentage	3.25%		3.25%
Debt instrument, face amount	$ 120,000,000
Convertible Notes [Member] | 3.25% Convertible Notes Due 2019 [Member] | Corporate [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	$ 52,157,000
Interest rate, stated percentage	3.25%		3.25%
Convertible Notes [Member] | 4.125% Convertible Notes Due 2022 [Member] | Corporate [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	$ 141,163,000		$ 136,739,000
Interest rate, stated percentage	4.125%
Debt instrument, face amount	$ 170,000,000
Other Debt Obligations [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	26,489,000		27,744,000
Partnership [Member] | Revolving Credit Facility [Member] | $235.0 Million Revoling Credit Facility [Member]
Debt Instrument [Line Items]
Total face value of long-term debt	$ 128,000,000		126,900,000
Line of credit, maximum borrowing capacity		$ 235,000,000	$ 235,000,000

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Debt (Schedule Of Short-term Notes Payable And Other Borrowings) (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	$ 556,566,000	$ 526,180,000
Green Plains Cattle [Member] | Revolving Credit Facility [Member] | $500.0 Million Revolver [Member]
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	376,684,000	270,860,000
Debt instrument, face amount	500,000,000	500,000,000
Green Plains Grain [Member] | $50.0 Million Inventory Financing [Member]
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	4,032,000
Debt instrument, face amount	50,000,000	50,000,000
Green Plains Grain [Member] | Revolving Credit Facility [Member] | $125.0 Million Revolver [Member]
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	30,000,000	75,000,000
Debt instrument, face amount	125,000,000	125,000,000
Green Plains Trade [Member] | Revolving Credit Facility [Member] | $300.0 Million Revolver [Member]
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	133,737,000	180,320,000
Debt instrument, face amount	300,000,000	300,000,000
Green Plains Commodity Management [Member] | $20.0 Million Hedge Line [Member]
Debt Instrument [Line Items]
Short-term notes payable and other borrowings	12,113,000
Debt instrument, face amount	$ 20,000,000	$ 20,000,000

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Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 19, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares or units authorized	4,110,000		4,110,000
Compensation costs expensed	$ 3.3	$ 3.3	$ 8.7	$ 8.8
Unrecognized compensation costs	$ 14.2		$ 14.2
Compensation expected to be recognized, weighted-average period in years			1 year 9 months 18 days
Potential tax benefit, percentage			24.50%
Green Plains Partners LP 2015 Long-Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares or units authorized	2,500,000		2,500,000
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares or units authorized	153,030		153,030
Share-based Compensation Arrangement by Share-based Payment Award, Target Percentage			100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized, Achievement of Maximum Goals			229,545
Share-based Compensation Arrangement by Share-based Payment Award, Achievement of Maximum Goals Percentage			150.00%
Monte Carlo valuation assumed pecercentage of the performance shares awarded at end of performance period based upon the estimated company’s total shareholder return relative to peer performance			97.39%
Share Price					$ 18.15
Unrecognized compensation costs	$ 2.3		$ 2.3
Performance Shares [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			50.00%
Performance Shares [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			50.00%

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Stock-Based Compensation (Schedule Of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Stock-Based Compensation [Abstract]
Outstanding, Shares	143,750
Outstanding, Weighted Average Exercise Price	$ 12.44
Outstanding, Weighted Average Remaining Contractual Term	1 year 2 months 12 days	1 year 9 months 18 days
Outstanding, Aggregate Intrinsic Value	$ 635
Exercised, Shares	(15,000)
Exercised, Weighted Average Exercise price	$ 10.00
Exercised, Aggregate Intrinsic Value	$ 120
Outstanding, Shares	128,750	143,750
Outstanding, Weighted Average Exercise Price	$ 12.72	$ 12.44
Outstanding, Weighted Average Remaining Contractual Term	1 year 2 months 12 days	1 year 9 months 18 days
Outstanding, Aggregate Intrinsic Value	$ 577	$ 635
Exercisable, Shares	128,750
Exercisable, Weighted Average Exercise Price	$ 12.72
Exercisable, Weighted Average Remaining Contractual	1 year 2 months 12 days
Exercisable, Aggregate Intrinsic Value	$ 577

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Stock-Based Compensation (Schedule Of Non-Vested Stock Award And DSU Activity) (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Non-vested, shares or units | shares	1,068,947
Non-vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 20.41
Granted, shares or units | shares	664,642
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	$ 18.20
Forfeited, shares or units | shares	(14,272)
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	$ 20.64
Vested, shares or units | shares	(541,586)
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 20.58
Non-vested, shares or units | shares	1,177,731
Non-vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 19.08
Non-vested, Weighted-Average Remaining Vesting Term (in years)	1 year 10 months 24 days

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Stock-Based Compensation (The Weighted Average Assumptions Used by the Company in Applying the Monte Carlo Valuation Model for Performance Share Grants) (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2018
Risk-free interest rate	2.44%
Dividend yield	2.64%
Expected volatility	45.11%

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Stock-Based Compensation (Schedule Of Non-Vested Unit-Based Award Activity) (Details) - Green Plains Partners LP 2015 Long-Term Incentive Plan [Member]	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Non-vested, shares or units | shares	11,549
Non-vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 19.06
Granted, shares or units | shares	18,582
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	$ 16.96
Vested, shares or units | shares	(11,549)
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 19.06
Non-vested, shares or units | shares	18,582
Non-vested, Weighted-Average Grant-Date Fair Value | $ / shares	$ 16.96
Non-vested, Weighted-Average Remaining Vesting Term (in years)	9 months 18 days

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Earnings Per Share (Narrative) (Details) - shares shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Stock Compensation Plan And Convertible Debt Member
Stock-based compensation awards excluded from computations of diluted EPS	10.3	10.2

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Earnings Per Share (Schedule Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net income (loss) attributable to Green Plains	$ (12,469)	$ 34,394	$ (37,580)	$ 14,431
Weighted average shares outstanding - basic	40,229	41,348	40,189	40,008
EPS - basic	$ (0.31)	$ 0.83	$ (0.94)	$ 0.36
Net income (loss) attributable to Green Plains - diluted	$ (12,469)	$ 37,284	$ (37,580)	$ 24,102
Weighted average shares outstanding - diluted	40,229	50,647	40,189	50,693
EPS - diluted	$ (0.31)	$ 0.74	$ (0.94)	$ 0.48
Stock Compensation Plan [Member]
Effect of dilutive convertible debt and stock-based compensation awards		50		63
3.25% Convertible Notes Due 2018 [Member]
Interest and amortization on convertible debt, net of tax effect		$ 840		$ 3,582
Effect of dilutive convertible debt and stock-based compensation awards		3,178		4,551
4.125% Convertible Notes Due 2022 [Member]
Interest and amortization on convertible debt, net of tax effect		$ 2,050		$ 6,089
Effect of dilutive convertible debt and stock-based compensation awards		6,071		6,071

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Stockholders' Equity (Schedule Of Stockholders' Equity) (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
	Jan. 01, 2018	Sep. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Stockholders' Equity [Line Items]
Beginning balance	$ 1,059,136		$ 1,059,136		$ 1,059,136
Reclassification from accumulated other comprehensive income to retained earnings			$ 2,800
Net income (loss)		$ (7,419)		$ 39,429	(23,123)	$ 29,284
Cash dividends and distributions declared					(30,921)
Other comprehensive loss before reclassifications					(1,522)
Amounts reclassified from accumulated other comprehensive loss					243
Total other comprehensive loss, net of tax		(12,968)		$ (3,207)	(1,279)	$ (9,470)
Modification of 3.25% convertible notes due 2019					4,660
Exchange of 3.25% convertible notes due 2018					1
Stock-based compensation					$ 5,511
Stock options exercised, Shares					15,000
Stock options exercised					$ 150
Ending balance	$ 1,059,136	$ 1,014,135			$ 1,014,135
Common Units [Member]
Stockholders' Equity [Line Items]
Beginning balance, Shares	46,410,000		46,410,000		46,410,000
Beginning balance	$ 46		$ 46		$ 46
Stock-based compensation, Shares					(321,000)
Stock-based compensation					$ 1
Stock options exercised, Shares					15,000
Ending balance, Shares	46,410,000	46,746,000			46,746,000
Ending balance	$ 46	$ 47			$ 47
Additional Paid-In Capital [Member]
Stockholders' Equity [Line Items]
Beginning balance	685,019		685,019		685,019
Modification of 3.25% convertible notes due 2019					4,660
Stock-based compensation					5,314
Stock options exercised					150
Ending balance	685,019	695,143			695,143
Retained Earnings [Member]
Stockholders' Equity [Line Items]
Beginning balance	325,411		325,411		325,411
Reclassification from accumulated other comprehensive income to retained earnings	2,787
Net income (loss)					(37,580)
Cash dividends and distributions declared					(14,536)
Ending balance	328,198	276,082			276,082
Accum. Other Comp. Income [Member]
Stockholders' Equity [Line Items]
Beginning balance	(13,110)		$ (13,110)		(13,110)
Reclassification from accumulated other comprehensive income to retained earnings	(2,787)
Other comprehensive loss before reclassifications					(1,522)
Amounts reclassified from accumulated other comprehensive loss					243
Total other comprehensive loss, net of tax					(1,279)
Ending balance	$ (15,897)	$ (17,176)			$ (17,176)
Treasury Stock [Member]
Stockholders' Equity [Line Items]
Beginning balance, Shares	5,326,000		5,326,000		5,326,000
Beginning balance	$ (55,184)		$ (55,184)		$ (55,184)
Exchange of 3.25% convertible notes due 2018					$ 1
Ending balance, Shares	5,326,000	5,326,000			5,326,000
Ending balance	$ (55,184)	$ (55,183)			$ (55,183)
Total Green Plains Stockholders' Equity [Member]
Stockholders' Equity [Line Items]
Beginning balance	942,182		942,182		942,182
Net income (loss)					(37,580)
Cash dividends and distributions declared					(14,536)
Other comprehensive loss before reclassifications					(1,522)
Amounts reclassified from accumulated other comprehensive loss					243
Total other comprehensive loss, net of tax					(1,279)
Modification of 3.25% convertible notes due 2019					4,660
Exchange of 3.25% convertible notes due 2018					1
Stock-based compensation					5,315
Stock options exercised					150
Ending balance	942,182	898,913			898,913
Noncontrolling Interests [Member]
Stockholders' Equity [Line Items]
Beginning balance	116,954		$ 116,954		116,954
Net income (loss)					14,457
Cash dividends and distributions declared					(16,385)
Stock-based compensation					196
Ending balance	$ 116,954	$ 115,222			$ 115,222

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Stockholders Equity (Reclassification From Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Revenues	$ 1,000,100	$ 901,235	$ 3,032,224	$ 2,675,182
Loss before income taxes	(22,077)	(9,346)	(54,561)	(31,621)
Income Tax Expense (Benefit)	(14,658)	(48,775)	(31,438)	(60,905)
Net income (loss)	(7,419)	39,429	(23,123)	29,284
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Loss before income taxes	(1,847)	(7,103)	(298)	55
Income Tax Expense (Benefit)	(420)	(2,650)	(55)	21
Net income (loss)	(1,427)	(4,453)	(243)	34
Ethanol Commodity Derivatives [Member] | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Revenues	(3,197)	(5,242)	(1,749)	1,734
Corn Commodity Derivatives [Member] | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Cost of Goods and Services Sold	$ 1,350	$ (1,861)	$ 1,451	$ (1,679)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Taxes [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%
Income tax benefit	$ 14,658	$ 48,775	$ 31,438	$ 60,905
Tax benefit for federal and state R&D credits			18,400		$ 49,500
Unrecognized tax benefits	$ 50,400		$ 50,400		$ 26,000

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Commitments And Contingencies (Narrative) (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018 USD ($) property	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) property	Sep. 30, 2017 USD ($)
Trading Activity, Gains and Losses, Net [Line Items]
Lease expenses	$ 9.0	$ 11.2	$ 29.7	$ 33.4
Contracted future purchases	$ 411.9		$ 411.9
Acquisition Of Fairmont, Minnesota and Wood River, Nebraska Ethanol Plants [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Number of ethanol plants | property	2		2
Previously accrued contingent liabilities that no longer represent probable losses	$ 6.3		$ 6.3

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Commitments And Contingencies (Schedule of Aggregate Minimum Lease Payments) (Details) $ in Thousands	Sep. 30, 2018 USD ($)
Commitments And Contingencies [Abstract]
2018	$ 9,989
2019	24,808
2020	18,052
2021	10,574
2022	8,252
Thereafter	32,245
Total	$ 103,920

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Related Party Transactions (Narrative) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) item	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2014 USD ($)
Related Party Transaction [Line Items]
Outstanding accounts payable	$ 155,663,000		$ 155,663,000		$ 205,479,000
Board of Directors Chairman [Member] | Aircraft Lease [Member]
Related Party Transaction [Line Items]
Number of related party transaction agreements | item			2
Number of leased aircrafts | item			2
Aircraft lease amount payable, per month			$ 9,766
Aircraft hours available each year under lease			125 hours
Cash payments	39,000	$ 39,000	$ 126,000	$ 141,000
Outstanding accounts payable	0		0		2,000
Director [Member] | Amur Equipment Finance [Member]
Related Party Transaction [Line Items]
New equipment financing agreement						$ 1,400,000
Due to related parties, current	400,000		400,000		$ 600,000
Principal payments (including interest)	$ 69,000	$ 69,000	$ 207,000	$ 207,000
Weighted average interest rate	6.80%		6.80%

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Subsequent Events (Details) shares in Millions, gal in Millions	Oct. 23, 2018 USD ($)	Oct. 12, 2018 USD ($) property gal	Oct. 08, 2018 USD ($) item property shares gal	Sep. 30, 2018 USD ($)	Feb. 19, 2018 USD ($)
Subsequent Event [Member] | Issued And Outstanding Capital Stock Of Fleischmann’s Vinegar Company, Inc. [Member]
Subsequent Event [Line Items]
Assets to be disposed of in the sale	$ 350,000,000
Gain on disposal of stoarge assets	$ 62,000,000
Asset Purchase Agreement – Valero Renewable Fuels Company LLC and Green Plains Partners LP [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of ethanol plants | property			3
Purchase price			$ 300,000,000
Working capital			$ 22,000,000
Partnership [Member]
Subsequent Event [Line Items]
Number of railcars | item			3,500
Partnership [Member] | Asset Purchase Agreement – Valero Renewable Fuels Company LLC and Green Plains Partners LP [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Gain on disposal of stoarge assets			$ 100,000,000
Partnership [Member] | Asset Purchase Agreement – Valero Renewable Fuels Company LLC and Green Plains Partners LP [Member] | Subsequent Event [Member] | Partnership Storage Assets [Member]
Subsequent Event [Line Items]
Assets to be disposed of in the sale			$ 120,900,000
Number of railcars | item			525
Partners' capital account, units | shares			8.9
Service agreement term extension			3 years
Quarterly minimum volume commitment, throughput capacity (in gallons) | gal			235.7
Percent of ethanol production capacity			80.00%
Ethanol production capacity (in gallons) | gal			1,183.0
Partnership [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 235,000,000
Partnership [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of ethanol plants | property		6
Ethanol production capacity (in gallons) | gal		600.0
Line of Credit Facility, Maximum Borrowing Capacity		$ 200,000,000
Partnership [Member] | Revolving Credit Facility [Member] | Green Plains Operating Company LLC [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 235,000,000	$ 195,000,000