ande-20230331

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 03/31/2023


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

For the transition period from to .

Commission file number 000-20557

THE ANDERSONS, INC.

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


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

1947 Briarfield Boulevard
Maumee	Ohio	43537
(Address of principal executive offices)		(Zip Code)

(419) 893-5050

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common stock, $0.00 par value, $0.01 stated value

ANDE

The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically 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 ý 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


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

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

The registrant had 33,732,414 common shares outstanding at April 21, 2023.

Table of Contents

THE ANDERSONS, INC.

INDEX


			Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations – Three months ended March 31 , 202 3 and 20 2 2			1
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three months ended March 31, 2023 and 2022			2
Condensed Consolidated Balance Sheets – March 31 , 202 3 , December 31, 202 2 and March 31 , 20 2 2			3
Condensed Consolidated Statements of Cash Flows – Th ree months ended March 31 , 202 3 and 20 2 2			4
Condensed Consolidated Statements of Equity – Three months ended March 31 , 202 3 and 202 2			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 4. Controls and Procedures			29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 6. Exhibits			31

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


	Three months ended March 31,
		2023		2022
Sales and merchandising revenues		$	3,881,238	$	3,977,954
Cost of sales and merchandising revenues		3,733,227		3,858,419
Gross profit		148,011		119,535
Operating, administrative and general expenses		117,235		101,987
Asset impairment		87,156		—
Interest expense, net		16,625		10,859


Other income, net		8,004		3,918
Income (loss) before income taxes from continuing operations		(65,001)		10,607
Income tax provision (benefit) from continuing operations		(5,884)		4,103
Net income (loss) from continuing operations		(59,117)		6,504
Loss from discontinued operations, net of income taxes		—		(554)
Net income (loss)		(59,117)		5,950
Net income (loss) attributable to noncontrolling interests		(44,367)		447
Net income (loss) attributable to The Andersons, Inc.		$	(14,750)	$	5,503

Average number of shares outstanding - basic		33,622		33,738
Average number of share outstanding - diluted		33,622		34,279

Earnings (loss) per share attributable to The Andersons, Inc. common shareholders:
Basic earnings (loss):
Continuing operations		$	(0.44)	$	0.18
Discontinued operations		—		(0.02)
		$	(0.44)	$	0.16
Diluted earnings (loss):
Continuing operations		$	(0.44)	$	0.18
Discontinued operations		—		(0.02)
		$	(0.44)	$	0.16

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2023 Form 10-Q | 1

Table of Contents

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands)


	Three months ended March 31,
		2023		2022
Net income (loss)		$	(59,117)	$	5,950
Other comprehensive income (loss), net of tax:
Change in unrecognized actuarial loss and prior service cost		(188)		(159)
Foreign currency translation adjustments		767		98
Cash flow hedge activity		(4,796)		12,422
Other comprehensive income (loss)		(4,217)		12,361
Comprehensive income (loss)		(63,334)		18,311
Comprehensive income (loss) attributable to the noncontrolling interests		(44,367)		447
Comprehensive income (loss) attributable to The Andersons, Inc.		$	(18,967)	$	17,864

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2023 Form 10-Q | 2

Table of Contents

The Andersons, Inc.

Condensed Consolidated Balance Sheets (Unaudited)


(In thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	70,853	$	115,269	$	36,381
Accounts receivable, net	1,125,071		1,248,878		1,050,259
Inventories (Note 2)	1,551,101		1,731,725		1,950,303
Commodity derivative assets – current (Note 5)	222,036		295,588		769,916
Current assets held-for-sale	—		2,871		20,255
Other current assets	81,407		71,622		113,589
Total current assets	3,050,468		3,465,953		3,940,703
Other assets:
Goodwill	129,342		129,342		129,342
Other intangible assets, net	95,134		100,907		111,055
Right of use assets, net	59,209		61,890		51,821
Other assets held-for-sale	—		—		45,264
Other assets, net	89,174		87,175		92,506
Total other assets	372,859		379,314		429,988

Property, plant and equipment, net (Note 3)	678,717		762,729		772,245
Total assets	$	4,102,044	$	4,607,996	$	5,142,936
Liabilities and equity
Current liabilities:
Short-term debt (Note 4)	$	638,210	$	272,575	$	1,449,768
Trade and other payables	768,872		1,423,633		741,124
Customer prepayments and deferred revenue	309,546		370,524		384,723
Commodity derivative liabilities – current (Note 5)	107,983		98,519		216,836
Current maturities of long-term debt (Note 4)	85,567		110,155		54,158

Current liabilities held-for-sale	—		—		10,200
Accrued expenses and other current liabilities	202,133		245,916		205,958
Total current liabilities	2,112,311		2,521,322		3,062,767
Long-term lease liabilities	35,727		37,147		31,419
Long-term debt, less current maturities (Note 4)	486,892		492,518		571,181
Deferred income taxes	54,391		64,080		68,437
Other long-term liabilities held-for-sale	—		—		14,738
Other long-term liabilities	66,311		63,160		77,173
Total liabilities	2,755,632		3,178,227		3,825,715
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized and 34,064 shares issued for all periods presented)	142		142		142
Preferred shares, without par value (1,000 shares authorized; none issued)	—		—		—
Additional paid-in-capital	377,768		385,248		375,794
Treasury shares, at cost (289, 446 and 61 shares at 3/31/2023, 12/31/2022 and 3/31/2022, respectively)	(11,006)		(15,043)		(2,265)
Accumulated other comprehensive income	16,267		20,484		13,555
Retained earnings	786,420		807,770		701,799
Total shareholders’ equity of The Andersons, Inc.	1,169,591		1,198,601		1,089,025
Noncontrolling interests	176,821		231,168		228,196
Total equity	1,346,412		1,429,769		1,317,221
Total liabilities and equity	$	4,102,044	$	4,607,996	$	5,142,936

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2023 Form 10-Q | 3

Table of Contents

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three months ended March 31,
	2023		2022
Operating Activities
Net income (loss) from continuing operations	$	(59,117)	$	6,504
Loss from discontinued operations, net of income taxes	—		(554)
Net income (loss)	(59,117)		5,950
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	32,220		34,377
Bad debt expense, net	—		1,255



Stock-based compensation expense	2,596		1,818
Deferred federal income tax	(8,051)		(6,947)

Asset impairment	87,156		—
Other	3,225		3,048
Changes in operating assets and liabilities:
Accounts receivable	125,113		(215,012)
Inventories	178,010		(136,820)
Commodity derivatives	83,148		(277,761)
Other current and non-current assets	(17,543)		(38,810)
Payables and other current and non-current liabilities	(760,292)		(446,096)
Net cash used in operating activities	(333,535)		(1,074,998)
Investing Activities
Purchases of property, plant and equipment and capitalized software	(25,470)		(20,722)

Purchases of investments	—		(1,333)

Purchases of Rail assets	—		(3,186)
Proceeds from sale of Rail assets	2,871		248
Other	2,792		72
Net cash used in investing activities	(19,807)		(24,921)
Financing Activities
Net receipts under short-term lines of credit	363,619		796,209
Proceeds from issuance of short-term debt	—		350,000
Payments of short-term debt	—		(200,000)

Payments of long-term debt	(30,251)		(7,566)
Contributions from noncontrolling interest owner	—		2,450
Distributions to noncontrolling interest owner	(9,980)		(9,980)
Payments of debt issuance costs	(5)		(7,310)
Dividends paid	(6,279)		(6,144)
Proceeds from exercises of stock options	—		5,024
Common stock repurchased	(1,671)		—
Value of shares withheld for taxes	(6,616)		(3,319)
Other	—		393
Net cash provided by financing activities	308,817		919,757
Effect of exchange rates on cash and cash equivalents	109		99
Decrease in cash and cash equivalents	(44,416)		(180,063)
Cash and cash equivalents at beginning of period	115,269		216,444
Cash and cash equivalents at end of period	$	70,853	$	36,381

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2023 Form 10-Q | 4

Table of Contents

The Andersons, Inc.

Condensed Consolidated Statements of Equity (Unaudited)

(In thousands, except per share data)


	Three Months Ended
	Common Shares		Additional Paid-in Capital		Treasury Shares		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2021	$	140	$	368,595	$	(263)	$	1,194	$	702,759	$	235,279	$	1,307,704
Net income									5,503		447		5,950
Other comprehensive income							10,822						10,822
Amounts reclassified from Accumulated other comprehensive income							1,539						1,539
Cash received from noncontrolling interests, net											2,450		2,450
Distributions to noncontrolling interests											(9,980)		(9,980)

Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (59 shares)	2		7,145		(2,322)								4,825
Dividends declared ($0.180 per common share)									(6,089)				(6,089)
Restricted share award dividend equivalents			54		320				(374)				—
Balance at March 31, 2022	$	142	$	375,794	$	(2,265)	$	13,555	$	701,799	$	228,196	$	1,317,221

Balance at December 31, 2022	$	142	$	385,248	$	(15,043)	$	20,484	$	807,770	$	231,168	$	1,429,769
Net income (loss)									(14,750)		(44,367)		(59,117)
Other comprehensive income (loss)							(1,884)						(1,884)
Amounts reclassified from Accumulated other comprehensive income							(2,333)						(2,333)

Distributions to noncontrolling interests											(9,980)		(9,980)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (201) shares)			(8,087)		5,543								(2,544)
Purchase of treasury shares (49 shares)					(1,671)								(1,671)
Dividends declared ($0.185 per common share)									(6,240)				(6,240)
Restricted share award dividend equivalents			607		165				(360)				412
Balance at March 31, 2023	$	142	$	377,768	$	(11,006)	$	16,267	$	786,420	$	176,821	$	1,346,412

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2023 Form 10-Q | 5

Table of Contents

The Andersons, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Consolidation

These Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). Controlled subsidiaries include majority-owned subsidiaries and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The portion of these entities that is not owned by the Company is presented as noncontrolling interests. All intercompany accounts and transactions are eliminated in consolidation.

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

During the third quarter of 2021, substantially all of the assets and liabilities of the Rail segment were classified as held-for-sale in the accompanying Condensed Consolidated Balance Sheets as the Company executed a definitive agreement to sell the Rail Leasing business and announced its intent to sell the remaining Rail Repair business, which was subsequently sold in 2022. These transactions effectively constitute the entirety of what has historically been included in the Rail reportable segment. Therefore, the associated operating results, net of income tax, have been classified as discontinued operations in the accompanying Condensed Consolidated Statements of Operations for all periods presented. Throughout this Quarterly Report on Form 10-Q, with the exception of the Condensed Consolidated Statements of Cash Flows, Condensed Consolidated Statements of Equity and unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

In the opinion of management, all adjustments consisting of normal and recurring items considered necessary for the fair presentation of the results of operations, financial position, and cash flows for the periods indicated have been made. The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. An unaudited Condensed Consolidated Balance Sheet as of March 31, 2022 has been included as the Company operates in several seasonal industries.

The Condensed Consolidated Balance Sheet data at December 31, 2022 was derived from the audited Consolidated Financial Statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

The Andersons, Inc. | Q1 2023 Form 10-Q | 6

Table of Contents

2. Inventories

Major classes of inventories are presented below. Readily Marketable Inventories ("RMI") are agricultural commodity inventories such as corn, soybeans, wheat, and ethanol co-products, among others, carried at net realizable value which approximates fair value based on their commodity characteristics, widely available market information, and pricing mechanisms. The net realizable value of RMI is calculated as the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. All other inventories are held at lower of cost or net realizable value.


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Grain and other agricultural products (a)	$	1,112,155	$	1,326,531	$	1,435,763
Energy inventories (a)	17,641		21,084		17,529
Ethanol and co-products (a)	147,275		156,341		193,303
Plant nutrients and cob products	274,030		227,769		303,708
Total inventories	$	1,551,101	$	1,731,725	$	1,950,303

(a) Includes RMI of $1,085.7 million, $1,308.8 million and $1,413.5 million at March 31, 2023, December 31, 2022 and March 31, 2022, respectively.

3. Property, Plant and Equipment

The components of Property, plant and equipment, net are as follows:


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Land	$	38,000	$	38,689	$	39,183
Land improvements and leasehold improvements	91,503		92,084		91,061
Buildings and storage facilities	362,451		364,721		369,850
Machinery and equipment	917,269		980,159		946,352
Construction in progress	48,158		41,429		23,512
	1,457,381		1,517,082		1,469,958
Less: accumulated depreciation	778,664		754,353		697,713
Property, plant and equipment, net	$	678,717	$	762,729	$	772,245

Depreciation expense on property, plant and equipment used in continuing operations was $26.2 million and $28.3 million for the three months ended March 31, 2023 and 2022, respectively.

The Company recorded a $87.2 million impairment charge for the three months ended March 31, 2023 related to ELEMENT, LLC ("ELEMENT"), the Company's joint venture ethanol plant within the Renewables segment. The plant has faced operational and market-based challenges which were exacerbated by a shift in the California Low Carbon Fuel Standard credit markets and high western corn basis. As the Company owns 51% of ELEMENT, the Company consolidates the results of ELEMENT and 49% of the impairment charge will be represented in Net loss attributable to noncontrolling interests in the Company's Condensed Consolidated Statements of Operations.

The Andersons, Inc. | Q1 2023 Form 10-Q | 7

Table of Contents

4. Debt

Short-term and long-term debt at March 31, 2023, December 31, 2022 and March 31, 2022 consisted of the following:


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Short-term debt – non-recourse	$	100,228	$	81,475	$	148,216
Short-term debt – recourse	537,982		191,100		1,301,552
Total short-term debt	$	638,210	$	272,575	$	1,449,768

Current maturities of long-term debt – non-recourse	$	63,176	$	63,815	$	7,959
Current maturities of long-term debt – recourse	22,391		46,340		46,199
Total current maturities of long-term debt	$	85,567	$	110,155	$	54,158

Long-term debt, less: current maturities – non-recourse	$	285	$	414	$	62,675
Long-term debt, less: current maturities – recourse	486,607		492,104		508,506
Total long-term debt, less: current maturities	$	486,892	$	492,518	$	571,181

The total borrowing capacity of the Company's lines of credit at March 31, 2023, was $1,991.8 million of which the Company had a total of $1,294.9 million available for borrowing under its lines of credit. The Company's borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit.

As of March 31, 2023, December 31, 2022 and March 31, 2022, the estimated fair value of long-term debt, including the current portion, was $569.0 million, $595.7 million and $633.9 million, respectively. The Company estimates the fair value of its long-term debt based upon the Company’s credit standing and current interest rates offered to the Company on similar bonds and rates currently available to the Company for long-term borrowings with similar terms and remaining maturities.

As part of the Company's ongoing covenant monitoring process, the Company determined that ELEMENT was out of compliance with its working capital covenant as of January 31, 2023, and is also out of compliance with an owner's equity ratio covenant as of March 31, 2023. In addition, ELEMENT did not make its required February 2023 debt payment and subsequently received a default notice from the lender on February 17, 2023. As such, the $62.8 million of non-recourse debt associated with ELEMENT continues to be classified in Current maturities of long-term debt as of March 31, 2023. On April 18, 2023, ELEMENT was placed into receivership.

The Company is in compliance with all other financial covenants as of March 31, 2023.

5. Derivatives

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

Most of these contracts meet the definition of derivatives. While the Company considers its commodity contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges as defined under current accounting standards. The Company primarily accounts for its commodity derivatives at estimated fair value. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which

The Andersons, Inc. | Q1 2023 Form 10-Q | 8

Table of Contents

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

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

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

The following table presents at March 31, 2023, December 31, 2022 and March 31, 2022, a summary of the estimated fair value of the Company’s commodity derivative instruments that require cash collateral and the associated cash posted/received as collateral. The net asset or liability positions of these derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis and are included within current or non-current commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Cash collateral paid	$	9,075	$	64,530	$	409,743
Fair value of derivatives	23,040		(10,014)		(144,937)
Net derivative asset position	$	32,115	$	54,516	$	264,806

The Andersons, Inc. | Q1 2023 Form 10-Q | 9

Table of Contents

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


	March 31, 2023
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	284,879	$	4,175	$	13,431	$	74	$	302,559
Commodity derivative liabilities	(71,918)		(1,024)		(121,414)		(2,384)		(196,740)
Cash collateral paid	9,075		—		—		—		9,075
Balance sheet line item totals	$	222,036	$	3,151	$	(107,983)	$	(2,310)	$	114,894


	December 31, 2022
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	325,762	$	1,796	$	18,426	$	686	$	346,670
Commodity derivative liabilities	(94,704)		(149)		(116,945)		(1,484)		(213,282)
Cash collateral paid	64,530		—		—		—		64,530
Balance sheet line item totals	$	295,588	$	1,647	$	(98,519)	$	(798)	$	197,918


	March 31, 2022
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	637,947	$	15,860	$	34,798	$	1,264	$	689,869
Commodity derivative liabilities	(276,874)		(848)		(252,534)		(5,759)		(536,015)
Cash collateral paid	408,843		—		900		—		409,743
Balance sheet line item totals	$	769,916	$	15,012	$	(216,836)	$	(4,495)	$	563,597

The net pre-tax gains and losses on commodity derivatives not designated as hedging instruments are included in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 as follows:


	Three months ended March 31,
(in thousands)		2023		2022
Gains (losses) on commodity derivatives included in Cost of sales and merchandising revenues		$	(27,568)	$	33,998

The Andersons, Inc. | Q1 2023 Form 10-Q | 10

Table of Contents

The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2023, December 31, 2022 and March 31, 2022:


	March 31, 2023
(in thousands)	Number of Bushels	Number of Gallons	Number of Tons
Non-exchange traded:
Corn	572,079	—	—
Soybeans	50,184	—	—
Wheat	101,663	—	—
Oats	31,658	—	—
Ethanol	—	200,591	—
Dried distillers grain	—	—	399
Soybean meal	—	—	367
Other	10,237	44,120	1,966
Subtotal	765,821	244,711	2,732
Exchange traded:
Corn	184,766	—	—
Soybeans	76,365	—	—
Wheat	83,618	—	—
Oats	1,125	—	—
Ethanol	—	69,972	—
Propane	—	45,402	—
Other	—	1,134	551
Subtotal	345,874	116,508	551
Total	1,111,695	361,219	3,283


	December 31, 2022
(in thousands)	Number of Bushels	Number of Gallons	Number of Tons
Non-exchange traded:
Corn	567,405	—	—
Soybeans	56,608	—	—
Wheat	102,716	—	—
Oats	24,710	—	—
Ethanol	—	178,935	—
Dried distillers grain	—	—	570
Soybean meal	—	—	449
Other	10,054	44,547	2,029
Subtotal	761,493	223,482	3,048
Exchange traded:
Corn	170,280	—	—
Soybeans	46,380	—	—
Wheat	111,567	—	—
Oats	365	—	—
Ethanol	—	94,206	—
Propane	—	47,208	—
Other	—	588	581
Subtotal	328,592	142,002	581
Total	1,090,085	365,484	3,629

The Andersons, Inc. | Q1 2023 Form 10-Q | 11

Table of Contents


	March 31, 2022
(in thousands)	Number of Bushels	Number of Gallons	Number of Tons
Non-exchange traded:
Corn	722,719	—	—
Soybeans	133,043	—	—
Wheat	102,690	—	—
Oats	45,967	—	—
Ethanol	—	214,513	—
Dried distillers grain	—	—	435
Soybean meal	—	—	550
Other	8,697	24,565	3,078
Subtotal	1,013,116	239,078	4,063
Exchange traded:
Corn	267,135	—	—
Soybeans	86,410	—	—
Wheat	78,500	—	—
Oats	1,815	—	—
Ethanol	—	47,082	—

Propane	—	13,356	—
Other	110	1,470	547
Subtotal	433,970	61,908	547
Total	1,447,086	300,986	4,610

Interest Rate and Other Derivatives

The Company’s objectives for using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The gains or losses on the derivatives designated as hedging instruments are recorded in Other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

At March 31, 2023, December 31, 2022 and March 31, 2022, the Company had recorded the following amounts for the fair value of the Company's other derivatives:


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Derivatives not designated as hedging instruments


Foreign currency contracts included in Other current assets (liabilities)	$	4,260	$	(3,124)	$	1,330
Derivatives designated as hedging instruments
Interest rate contracts included in Other current assets	$	8,265	$	8,759	$	805
Interest rate contracts included in Other assets	16,779		22,641		10,223
Interest rate contracts included in Accrued expenses and other current liabilities	—		—		(1,596)
Interest rate contracts included in Other long-term liabilities	(61)		—		—

The Andersons, Inc. | Q1 2023 Form 10-Q | 12

Table of Contents

The recording of derivatives gains and losses and the financial statement line in which they are located are as follows:


	Three months ended March 31,
(in thousands)		2023		2022



Derivatives designated as hedging instruments
Interest rate derivative gains (losses) included in Other comprehensive income (loss)		$	(6,407)	$	16,540
Interest rate derivative gains (losses) included in Interest expense, net		2,105		(1,443)

Outstanding interest rate derivatives, as of March 31, 2023, are as follows:


Interest Rate Hedging Instrument	Year Entered	Year of Maturity	Initial Notional Amount (in millions)		Description	Interest Rate
Long-term
Swap	2019	2025	$	98.4	Interest rate component of debt - accounted for as a hedge	2.3%
Swap	2019	2025	$	49.2	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2019	2025	$	49.2	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2020	2030	$	50.0	Interest rate component of debt - accounted for as a hedge	0.0% to 0.8%
Swap	2020	2030	$	50.0	Interest rate component of debt - accounted for as a hedge	0.0% to 0.8%
Swap	2022	2025	$	20.0	Interest rate component of debt - accounted for as a hedge	2.6%
Swap	2022	2029	$	100.0	Interest rate component of debt - accounted for as a hedge	2.0%
Swap	2022	2029	$	50.0	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2023	2024	$	50.0	Interest rate component of debt - accounted for as a hedge	3.7%

The Andersons, Inc. | Q1 2023 Form 10-Q | 13

Table of Contents

6. Revenue

Many of the Company’s sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606. Specifically, many of the Company's Trade and Renewables sales contracts are derivatives under ASC 815, Derivatives and Hedging. The breakdown of revenues between ASC 606 and ASC 815 is as follows:


	Three months ended March 31,
(in thousands)		2023		2022
Revenues under ASC 606		$	738,978	$	677,856
Revenues under ASC 815		3,142,260		3,300,098
Total revenues		$	3,881,238	$	3,977,954

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

Disaggregation of revenue

The following tables disaggregate revenues under ASC 606 by major product/service line for the three months ended March 31, 2023 and 2022, respectively:


	Three months ended March 31, 2023
(in thousands)	Trade		Renewables		Nutrient & Industrial		Total
Specialty nutrients	$	—	$	—	$	69,997	$	69,997
Primary nutrients	—		—		64,750		64,750
Products and co-products	88,966		394,609		—		483,575
Propane	76,523		—		—		76,523
Other	12,590		2,348		29,195		44,133
Total	$	178,079	$	396,957	$	163,942	$	738,978


	Three months ended March 31, 2022
(in thousands)	Trade		Renewables		Nutrient & Industrial		Total
Specialty nutrients	$	—	$	—	$	93,268	$	93,268
Primary nutrients	—		—		89,882		89,882
Products and co-products	107,871		232,694		—		340,565
Propane	114,503		—		—		114,503
Other	11,531		1,215		26,892		39,638
Total	$	233,905	$	233,909	$	210,042	$	677,856

Substantially all of the Company's revenues accounted for under ASC 606 during the three months ended March 31, 2023 and 2022, respectively, are recorded at a point in time instead of over time.

Contract balances

The balances of the Company’s contract liabilities were $118.4 million and $55.4 million as of March 31, 2023 and December 31, 2022, respectively. The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The main driver of the contract liabilities balance are payments for primary and specialty nutrients received in advance of fulfilling our performance obligations under our customer contracts. Due to seasonality of this business, contract liabilities are built up through the first quarter in preparation for the spring application season.

The Andersons, Inc. | Q1 2023 Form 10-Q | 14

Table of Contents

7. Income Taxes

On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur.

For the three months ended March 31, 2023, the Company recorded an income tax benefit from continuing operations of $5.9 million. The Company's effective tax rate was 9.1% on a loss before taxes from continuing operations of $65.0 million. The difference between the 9.1% effective tax rate and the U.S. federal statutory tax rate of 21.0% is primarily attributable to the tax impact of noncontrolling interest, state and local income taxes and nondeductible compensation. During the three months ended March 31, 2023, a discrete income tax benefit of $12.0 million was recorded on a loss before taxes of $94.7 million related to the impairment charge associated with ELEMENT and current year operations as the Company is unable to reliably estimate an ordinary loss for the year due to debt and operational constraints at ELEMENT.

For the three months ended March 31, 2022, the Company recorded income tax expense from continuing operations of $4.1 million. The Company’s effective tax rate was 38.7% on income from continuing operations of $10.6 million. The effective tax rate differs from the U.S. federal statutory tax rate of 21.0% due to the tax impact of certain discrete derivatives and hedging activities, state and local income taxes, and nondeductible compensation offset by the effect of noncontrolling interest and Federal Research and Development Credits.

The Andersons, Inc. | Q1 2023 Form 10-Q | 15

Table of Contents

8. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company for the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
(in thousands)		2023		2022
Currency Translation Adjustment
Beginning balance		$	(8,203)	$	5,631
Other comprehensive income (loss) before reclassifications		767		98

Tax effect		—		—
Other comprehensive income (loss), net of tax		767		98
Ending balance		$	(7,436)	$	5,729
Hedging Adjustment
Beginning balance		$	23,546	$	(5,335)
Other comprehensive income (loss) before reclassifications		(4,302)		10,712
Amounts reclassified from AOCI (a)		(2,105)		2,279
Tax effect		1,611		(569)
Other comprehensive income (loss), net of tax		(4,796)		12,422
Ending balance		$	18,750	$	7,087
Pension and Other Postretirement Adjustment
Beginning balance		$	4,883	$	640
Other comprehensive income (loss) before reclassifications		(14)		12
Amounts reclassified from AOCI (b)		(228)		(228)
Tax effect		54		57
Other comprehensive income (loss), net of tax		(188)		(159)
Ending balance		$	4,695	$	481
Investments in Convertible Preferred Securities Adjustment
Beginning balance		$	258	$	258



Other comprehensive income (loss), net of tax		—		—
Ending balance		$	258	$	258

Total AOCI Ending Balance		$	16,267	$	13,555

(a) Amounts reclassified from gain (loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Interest expense, net. See Note 5 for additional information.

(b) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses.

The Andersons, Inc. | Q1 2023 Form 10-Q | 16

Table of Contents

9. Earnings Per Share


(in thousands, except per common share data)	Three months ended March 31,
		2023		2022
Numerator:
Net income (loss) from continuing operations		$	(59,117)	$	6,504
Net income (loss) attributable to noncontrolling interests(a)		(44,367)		447
Net income (loss) attributable to The Andersons Inc. common shareholders from continuing operations		$	(14,750)	$	6,057

Loss from discontinued operations, net of income taxes		$	—	$	(554)

Denominator:
Weighted average shares outstanding – basic		33,622		33,738
Effect of dilutive awards		—		541
Weighted average shares outstanding – diluted		33,622		34,279

Earnings (loss) per share attributable to The Andersons, Inc. common shareholders:
Basic earnings (loss):
Continuing operations		$	(0.44)	$	0.18
Discontinued operations		—		(0.02)
		$	(0.44)	$	0.16
Diluted earnings (loss):
Continuing operations		$	(0.44)	$	0.18
Discontinued operations		—		(0.02)
		$	(0.44)	$	0.16

(a) All net income (loss) attributable to noncontrolling interests is within continuing operations of the Company.

The Andersons, Inc. | Q1 2023 Form 10-Q | 17

Table of Contents

10. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2023, December 31, 2022 and March 31, 2022:


(in thousands)	March 31, 2023
Assets (liabilities)	Level 1		Level 2		Level 3		Total
Commodity derivatives, net (a)	$	32,115	$	82,779	$	—	$	114,894
Provisionally priced contracts (b)	(16,187)		(52,150)		—		(68,337)
Convertible preferred securities (c)	—		—		15,410		15,410
Other assets and liabilities (d)	8,357		24,983		—		33,340
Total	$	24,285	$	55,612	$	15,410	$	95,307


(in thousands)	December 31, 2022
Assets (liabilities)	Level 1		Level 2		Level 3		Total

Commodity derivatives, net (a)	$	54,516	$	143,402	$	—	$	197,918
Provisionally priced contracts (b)	(20,960)		(115,377)		—		(136,337)
Convertible preferred securities (c)	—		—		16,278		16,278
Other assets and liabilities (d)	(209)		31,400		—		31,191
Total	$	33,347	$	59,425	$	16,278	$	109,050


(in thousands)	March 31, 2022
Assets (liabilities)	Level 1		Level 2		Level 3		Total


Commodity derivatives, net (a)	$	264,806	$	298,791	$	—	$	563,597
Provisionally priced contracts (b)	47,505		(42,698)		—		4,807
Convertible preferred securities (c)	—		—		15,905		15,905
Other assets and liabilities (d)	4,677		9,432		—		14,109
Total	$	316,988	$	265,525	$	15,905	$	598,418

(a)Includes associated cash posted/received as collateral

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

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

(d)Included in other assets and liabilities are assets held by the Company to fund deferred compensation plans and foreign exchange derivative contracts (Level 1), as well as interest rate derivatives (Level 2).

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

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

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

The Andersons, Inc. | Q1 2023 Form 10-Q | 18

Table of Contents

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

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

The convertible preferred securities are interests in several early-stage enterprises that may be in various forms, such as convertible debt or preferred equity securities.

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


	Convertible Preferred Securities
(in thousands)	2023		2022
Assets at January 1,	$	16,278	$	11,618
Purchases of additional investments	—		3,883
Gains included in Other income, net	802		404
Proceeds from investments	(1,670)		—
Assets at March 31,	$	15,410	$	15,905

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of March 31, 2023, December 31, 2022 and March 31, 2022:

Quantitative Information about Recurring Level 3 Fair Value Measurements

Fair Value as of

(in thousands)

March 31, 2023

December 31, 2022

March 31, 2022

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

15,410

16,278

15,905

Implied based on market prices

N/A

(a) The Company considers observable price changes and other additional market data available to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.


	Quantitative Information about Non-Recurring Level 3 Fair Value Measurements
	Fair Value as of
(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022		Valuation Method	Unobservable Input	Weighted Average
Grain Assets (a)	$	—	$	9,000	$	—	Third party appraisal	Various	N/A
Ethanol Plant Assets (b)	$	41,673	$	—	$	—	Various	Various	N/A

(a) The Company recognized impairment charges on a Nebraska grain asset. The fair value of the asset was determined using third-party appraisals. These measures are considered Level 3 inputs on a nonrecurring basis.

(b) The Company recognized impairment charges on ELEMENT ethanol plant assets in Colwich, Kansas. The fair value of the assets was determined by a third-party consultant using a discounted cash flow method and a market approach. Both of these methods were given probability weightings based on management's assessment of the ethanol plant's future operations to arrive at the fair value of the ethanol plant assets. The discounted cash flow model is determined by discounting the projected free cash flows using an appropriate discount rate. Key assumptions in the projections of future cash flows used in the consultant's model included input costs (corn, natural gas, etc.), production days, and co-product premiums. The market approach analyzed enterprise value to ethanol production capacity multiples for a group of guideline public companies as well as recent mergers and acquisition transactions. Using these multiples as a baseline, the consultant applied selected multiples to the ELEMENT plant production capacity to arrive at an indicated fair value. These measures are considered Level 3 inputs on a nonrecurring basis.

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

The Andersons, Inc. | Q1 2023 Form 10-Q | 19

Table of Contents

11. Related Parties

In the ordinary course of business, and on an arm's length basis, the Company will enter into related party transactions with the minority shareholders of the Company's Renewables operations and several equity method investments that the Company holds, along with other related parties.

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


	Three months ended March 31,
(in thousands)		2023		2022
Sales of products		$	74,951	$	86,149
Purchases of products		15,702		26,427


(in thousands)	March 31, 2023		December 31, 2022		March 31, 2022
Accounts receivable	$	10,350	$	12,272	$	18,539
Accounts payable	2,800		7,070		3,371

12. Segment Information

The Company’s operations include three reportable business segments that are distinguished primarily on the basis of products and services offered as well as the structure of management. The Trade business includes commodity merchandising and the operation of terminal grain elevator facilities. The Renewables business produces ethanol and co-products through its five co-owned and fully consolidated ethanol production facilities as well as purchases and sells ethanol and ethanol co-products. The Nutrient & Industrial (formerly Plant Nutrient) business manufactures and distributes plant nutrient products such as agricultural inputs, primarily fertilizers and turf care products along with industrial products such as deicers, dust abatement solutions and corncob-based products. The segment was rebranded in 2023 to reflect the portfolio of market offerings in the segment. The Other category includes other corporate level costs not attributable to an operating segment and intercompany eliminations between the segments.

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


	Three months ended March 31,
(in thousands)		2023		2022
Revenues from external customers
Trade		$	2,877,780	$	3,084,681
Renewables		839,516		683,231
Nutrient & Industrial		163,942		210,042
Total		$	3,881,238	$	3,977,954


	Three months ended March 31,
(in thousands)		2023		2022
Income (loss) before income taxes from continuing operations
Trade		$	39,364	$	3,669
Renewables (a)		(82,513)		5,962
Nutrient & Industrial		(10,438)		10,743
Other		(11,414)		(9,767)
Income (loss) before income taxes from continuing operations		$	(65,001)	$	10,607

(a) Includes income (loss) attributable to noncontrolling interests of $(44.4) million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively.

The Andersons, Inc. | Q1 2023 Form 10-Q | 20

Table of Contents

13. Commitments and Contingencies

Litigation activities

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

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

Specifically, the Company is party to a non-regulatory litigation claim, which is in response to penalties and fines paid to regulatory entities by a previously unconsolidated subsidiary in 2018 for the settlement of matters which focused on certain trading activity. While the Company believes it has meritorious defenses against the suit, the ultimate resolution of the matter could result in a loss in excess of the amount accrued. Given the status of the claim, the Company does not believe the excess, net of the acquisition-related indemnity, is material.

The estimated losses for all other outstanding claims that are considered reasonably possible are not material.

14. Subsequent Events

On April 3, 2023, The Andersons, Inc. entered into an unsecured Term Loan Agreement (the "Loan Agreement"). The Loan Agreement provides for an 8-year loan in the amount of $100 million, with quarterly principal and interest payments. The Loan Agreement will bear interest at variable rates, which are based on the Secured Overnight Financing Rate ("SOFR") plus an applicable spread.

On April 18, 2023, ELEMENT was placed into receivership. ELEMENT is currently in an extended maintenance shutdown and future operating decisions will be made by the court-appointed receiver. As ELEMENT is consolidated under a VIE model, being placed into receivership led to a VIE reconsideration event where the Company expects to no longer be deemed to be the primary beneficiary of ELEMENT. As a result, the entity will be deconsolidated in the second quarter of 2023 and is expected to result in a gain on deconsolidation in an amount unknown at this time.

The Andersons, Inc. | Q1 2023 Form 10-Q | 21

Table of Contents

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

Forward Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Such factors include, but are not limited to, the effects of economic, weather and agricultural conditions, regulatory conditions, competition globally and in the markets the Company serves, the ongoing economic impacts from the war in Ukraine, fluctuations in cost and availability of commodities, the effectiveness of the Company's internal control over financial reporting and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of the 2022 Form 10-K. In some cases, the reader can identify forward-looking statements by terminology such as may, anticipates, believes, estimates, predicts, or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Critical Accounting Policies and Estimates

Our critical accounting policies and critical accounting estimates, as described in our 2022 Form 10-K, have not materially changed through the first quarter of 2023.

Executive Overview

Our operations are organized, managed and classified into three reportable business segments: Trade, Renewables and Nutrient & Industrial. Each of these segments is generally based on the nature of products and services offered and aligns with the management structure.

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

The Company has considered the potential impact that the book value of the Company’s total shareholders’ equity briefly exceeded the Company’s market capitalization at the beginning of the first quarter for impairment indicators. Management ultimately concluded that an impairment triggering event had not occurred. The Company believes that the January share price was not an accurate reflection of its current value as conditions are currently strong in the agriculture space with a positive long-term outlook. Management believes that the market’s impact on the Company’s equity value does not actually reflect the impact of these external factors on the Company. As a result of prior period tests, reviews of current operating results and other relevant market factors, the Company concluded that no impairment trigger existed as of March 31, 2023.

Trade

The Trade segment’s first quarter operating results improved from the prior year as the segment benefited from good elevation margins in its assets, and strong merchandising results across the portfolio. Its well-positioned animal feed ingredients and organic food and specialty inventories also generated good margins, particularly in its newly acquired ingredients business based in Canada. All three lines of business within the segment exceeded the first quarter of prior year, which was negatively impacted by significant domestic basis depreciation as a result of the war in Ukraine.

Agricultural inventories on hand were 99.6 million and 188.9 million bushels at March 31, 2023 and March 31, 2022, respectively. These bushels consist of inventory held at company-owned or leased facilities, transload inventory, in-transit inventory, and third-party held inventory. Total Trade storage space capacity at company-owned or leased facilities, including temporary pile storage, was approximately 180 million bushels at March 31, 2023, which was comparable to the prior year.

The Andersons, Inc. | Q1 2023 Form 10-Q | 22

Table of Contents

As the spring planting season gets underway in the Midwest, commodity prices have moderated from the highs of last spring but stocks remain relatively low from a historical perspective. With a balanced portfolio of merchandising and grain assets, the Company is well-positioned to optimize both volatility and crop dislocation as well as a potential shift with larger production and carry markets.

Renewables

The Renewables segment's first quarter operating results decreased from the prior year as the Company took an impairment charge on the ELEMENT joint venture, which was placed into receivership following the end of the quarter. Ethanol crush margins were challenged moving into the year, but rallied late in the quarter during the spring maintenance season, as driving demand has picked up and corn prices have moderated. The merchandising businesses including renewable diesel feedstocks continue to deliver solid results, but were impacted by lower values, partially due to delays in renewable diesel plant startups.

Our eastern corn belt production facilities remain well-positioned for corn supply and ethanol crush margins have strengthened further after the close of the quarter. Renewable diesel production capacity should continue to increase leading to further demand and growth in our feedstock merchandising business.

Ethanol and related co-products volumes for the three months ended March 31, 2023 and 2022 were as follows:


	Three months ended March 31,
(in thousands)		2023	2022
Ethanol (gallons shipped)		186,566	197,318
E-85 (gallons shipped)		9,519	6,715
Vegetable oils (pounds shipped) (a)		261,655	163,920
DDG (tons shipped) (b)		529	501

(a) Includes corn oil, soybean oil, and other fats, oils, and greases.

(b) DDG tons shipped converts wet tons to a dry ton equivalent amount.

Nutrient & Industrial

The Nutrient & Industrial segment's first quarter operating results decreased from the record prior year results. Nutrient prices continued to decline during the quarter which led customers to delay purchases in the current year. In contrast, nutrient prices rose to historical levels after the onset of the war in Ukraine in 2022 leading to record first quarter results in the segment. With strong farmer income and planted acres anticipated to be high, second quarter volumes are expected to improve, but some of the margin decline is not likely to be recovered.

Storage capacity at our Ag Supply Chain and Specialty Liquids facilities, including leased storage, was approximately 447 thousand tons for dry nutrients and approximately 512 thousand tons for liquid nutrients at March 31, 2023, which is similar to the prior year.

Tons of product sold for the three months ended March 31, 2023 and 2022 were as follows:


	Three months ended March 31,
(in thousands)		2023	2022
Ag Supply Chain		170	157
Specialty Liquids		82	92
Engineered Granules		63	107
Total tons		315	356

In the table above, Ag Supply Chain represents facilities principally engaged in the wholesale distribution and retail sale and application of primary agricultural nutrients such as bulk nitrogen, phosphorus, and potassium. Specialty Liquid locations produce and sell a variety of low-salt liquid starter fertilizers, micronutrients for agricultural use, and specialty products for use in various industrial processes. Engineered Granules include a variety of corncob-based products and facilities that primarily manufacture granulated dry products for use in specialty turf and agricultural applications.

The Andersons, Inc. | Q1 2023 Form 10-Q | 23

Table of Contents

Other

Our “Other” activities include corporate income and expense and cost for functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments and other elimination and consolidation adjustments.

Comparison of the three months ended March 31, 2023 with the three months ended March 31, 2022 including a reconciliation of GAAP to non-GAAP measures:


	Three months ended March 31, 2023
(in thousands)	Trade		Renewables		Nutrient & Industrial		Other		Total
Sales and merchandising revenues	$	2,877,780	$	839,516	$	163,942	$	—	$	3,881,238
Cost of sales and merchandising revenues	2,760,602		823,713		148,912		—		3,733,227
Gross profit	117,178		15,803		15,030		—		148,011
Operating, administrative and general expenses	71,980		8,904		24,132		12,219		117,235
Asset impairment	—		87,156		—		—		87,156
Interest expense (income), net	11,817		3,097		2,182		(471)		16,625

Other income, net	5,983		841		846		334		8,004
Income (loss) before income taxes from continuing operations	$	39,364	$	(82,513)	$	(10,438)	$	(11,414)	$	(65,001)
Income (loss) before income taxes attributable to the noncontrolling interests	—		(44,367)		—		—		(44,367)
Non-GAAP Income (loss) before income taxes attributable to the Company from continuing operations	$	39,364	$	(38,146)	$	(10,438)	$	(11,414)	$	(20,634)


	Three months ended March 31, 2022
(in thousands)	Trade		Renewables		Nutrient & Industrial		Other		Total
Sales and merchandising revenues	$	3,084,681	$	683,231	$	210,042	$	—	$	3,977,954
Cost of sales and merchandising revenues	3,017,062		668,040		173,317		—		3,858,419
Gross profit	67,619		15,191		36,725		—		119,535
Operating, administrative and general expenses	59,543		7,890		25,325		9,229		101,987

Interest expense (income), net	8,187		1,767		1,461		(556)		10,859

Other income (expense), net	3,780		428		804		(1,094)		3,918
Income (loss) before income taxes from continuing operations	$	3,669	$	5,962	$	10,743	$	(9,767)	$	10,607
Income (loss) before income taxes attributable to the noncontrolling interests	—		447		—		—		447
Non-GAAP Income (loss) before income taxes attributable to the Company from continuing operations	$	3,669	$	5,515	$	10,743	$	(9,767)	$	10,160

The Company uses Income (loss) before income taxes attributable to the Company from continuing operations, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company from continuing operations is a useful measure of the Company’s performance because it provides investors additional information about the Company's operations allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes from continuing operations, the most directly comparable amounts reported under GAAP.

The Andersons, Inc. | Q1 2023 Form 10-Q | 24

Table of Contents

Trade

Operating results for the Trade segment increased by $35.7 million from the prior year. Sales and merchandising revenues decreased by $206.9 million and cost of sales and merchandising revenues decreased by $256.5 million for an increased gross profit impact of $49.6 million. The decrease in sales and merchandising revenues and cost of sales and merchandising revenues can be equally attributed to decreases in both commodity prices and volumes, as the war in Ukraine resulted in sharp price increases in the prior year and the rising interest rate environment in the current year has led to closer monitoring of working capital levels resulting in lower volumes of commodities traded. The $49.6 million increase in gross profit was mainly related to the performance of both the assets and merchandising businesses. The asset-based business contributed approximately $24 million to gross profit as it recorded approximately $17 million worth of insurance proceeds and receivables during the quarter from a fire at a Michigan grain asset in December of 2022, combined with the basis depreciation triggered by the war in Ukraine in the prior year that did not recur in 2023. The merchandising business contributed approximately $20 million to gross profit as well-positioned inventories generated strong margins.

Operating, administrative and general expenses increased by $12.4 million from the same period of prior year. The increase from the prior year is primarily related to approximately $6.2 million of higher labor, benefits and incentives, with about half from business growth and half from wage inflation. Trade also incurred an additional $3.5 million in insurable clean-up costs in the current quarter related to a fire at a Michigan grain asset.

Interest expense increased by $3.6 million due to rising interest rates on the Company's short-term line of credit compared to the prior year.

Other income, net increased by $2.2 million from the same period of 2022. The increase was primarily attributable to foreign currency losses of $1.6 million that did not recur in 2023.

Renewables

Operating results for Renewables decreased by $43.7 million from the same period of prior year. Sales and merchandising revenues increased by $156.3 million and cost of sales and merchandising revenues increased by $155.7 million compared to prior year. As a result, gross profit was comparable to the prior year. The vast majority of the increase to sales and merchandising revenues and cost of sales and merchandising revenues is the result of increased ethanol and renewable feedstock volumes as the price of these commodities were consistent with the prior period. Although gross profit remained consistent from the prior period, the ethanol plants and third-party merchandising businesses performed slightly lower than prior year from weaker ethanol crush margins and higher input costs which was offset by an improvement of unrealized mark-to-market adjustments from the prior year.

Operating, administrative and general expenses increased by $1.0 million from the prior year as a result of increased labor expenses and higher contracted services costs.

An asset impairment charge of $87.2 million related to the ELEMENT ethanol plant in Colwich, Kansas was recorded in the current year. As ELEMENT is a consolidated subsidiary of the Company, the entire impairment charge is represented in Asset impairment. The portion of the charge attributable to the noncontrolling interest is approximately $44.4 million which is captured in Loss before income taxes attributable to the noncontrolling interests within the Condensed Consolidated Statements of Operations.

Interest expense increased by $1.3 million due to rising interest rates on the Company's short-term line of credit compared to the prior year.

Nutrient & Industrial

Operating results for the Nutrient & Industrial segment decreased by $21.2 million compared to record results in the same period of the prior year. Sales and merchandising revenues decreased $46.1 million and cost of sales and merchandising revenues decreased by $24.4 million resulting in decreased gross profit of $21.7 million. The decrease in sales and merchandising revenues and cost of sales and merchandising revenues was mainly due to the reset of fertilizer prices from the record high prices resulting from an already tight supply market and exaggerated by the war in Ukraine in the first quarter of 2022. In addition to a decrease in fertilizer prices of almost 60%, volumes are also down approximately 10% as customers continue to be patient making purchases in a market of falling prices and wet weather through the first quarter of 2023. Gross profit decreased year-over-year by approximately $16.8 million due to margin decreases and $4.9 million from decreases in sales volumes.

The Andersons, Inc. | Q1 2023 Form 10-Q | 25

Table of Contents

Operating, administrative and general expenses decreased by $1.2 million mainly due to reduced incentive compensation when compared to the record first quarter results in the prior year.

Interest expense increased by $0.7 million due to due to rising interest rates on the Company's short-term line of credit compared to the prior year.

Other

Other expenses increased by $1.6 million from the same period last year. The increase in expenses was primarily driven by $1.2 million of higher health insurance claims from the Company's self-funded medical insurance plan in the current year.

Income Taxes

For the three months ended March 31, 2023, the Company recorded an income tax benefit from continuing operations of $5.9 million. The Company's effective tax rate was 9.1% on a loss before taxes from continuing operations of $65.0 million. The difference between the 9.1% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to the tax impact of noncontrolling interest, state and local income taxes and nondeductible compensation. During the three months ended March 31, 2023, a discrete income tax benefit of $12.0 million was recorded on a loss before income taxes of $94.7 million related to the impairment charge associated with ELEMENT and current year operations as the Company is unable to reliably estimate an ordinary loss for the year due to debt and operational constraints at ELEMENT.

For the three months ended March 31, 2022, the Company recorded income tax expense from continuing operations of $4.1 million. The Company's effective tax rate was 38.7% on income from continuing operations of $10.6 million. The effective tax rate differs from the U.S. federal statutory tax rate of 21.0% due to the tax impact of certain discrete derivatives and hedging activities, state and local income taxes, and nondeductible compensation offset by the effect of noncontrolling interest and Federal Research and Development Credits.

The Company’s subsidiary partnership returns are under federal tax examination by the Internal Revenue Service (“IRS”) for the tax years 2015 through 2018, respectively. The Company’s subsidiary is under federal tax examination by the Mexican tax authorities for tax year 2015. The IRS and Mexican tax authorities’ examinations could potentially be resolved within the next 12 months. The resolution of these examinations could change our unrecognized tax benefits and favorably impact income tax expense by a range of $3.5 million to $8.7 million.

The Andersons, Inc. | Q1 2023 Form 10-Q | 26

Table of Contents

Liquidity and Capital Resources

Working Capital

At March 31, 2023, the Company had working capital from continuing operations of $938.2 million, an increase of $70.3 million from the prior year. This increase was attributable to changes in the following components of current assets from continuing operations and current liabilities from continuing operations:


(in thousands)	March 31, 2023		March 31, 2022		Variance
Current Assets from Continuing Operations:
Cash and cash equivalents	$	70,853	$	36,381	$	34,472
Accounts receivable, net	1,125,071		1,050,259		74,812
Inventories	1,551,101		1,950,303		(399,202)
Commodity derivative assets – current	222,036		769,916		(547,880)
Other current assets	81,407		113,589		(32,182)
Total current assets from continuing operations	$	3,050,468	$	3,920,448	$	(869,980)
Current Liabilities from Continuing Operations:
Short-term debt	638,210		1,449,768		(811,558)
Trade and other payables	768,872		741,124		27,748
Customer prepayments and deferred revenue	309,546		384,723		(75,177)
Commodity derivative liabilities – current	107,983		216,836		(108,853)
Current maturities of long-term debt	85,567		54,158		31,409
Accrued expenses and other current liabilities	202,133		205,958		(3,825)
Total current liabilities from continuing operations	$	2,112,311	$	3,052,567	$	(940,256)
Working Capital from Continuing Operations	$	938,157	$	867,881	$	70,276

Current assets from continuing operations as of March 31, 2023 decreased $870.0 million in comparison to those as of March 31, 2022. This decrease was noted mainly in inventories and current commodity derivative assets. The decreases in those accounts can largely be attributed to the stabilization of agricultural commodity prices in the current year in comparison to the significant increases in the prices of agricultural commodities, including fertilizer, that the Company transacts in the ordinary course of business in the same period of the prior year.

Current liabilities from continuing operations decreased $940.3 million from the prior year mainly due to the decreased utilization of the Company's short-term revolving credit line. The decreased use of the short-term revolving credit line is due to the stabilization of commodity prices in the year compared to the severe increase in commodity prices in the same period of the prior year, as well as a strategic focus on managing short-term debt in light of the rising interest rate environment.

Sources and Uses of Cash


	Three Months Ended
(in thousands)	March 31, 2023		March 31, 2022
Net cash used in operating activities	$	(333,535)	$	(1,074,998)
Net cash used in investing activities	(19,807)		(24,921)
Net cash provided by financing activities	308,817		919,757

Operating Activities

Our operating activities used cash of $333.5 million and $1,075.0 million in the first three months of 2023 and 2022, respectively. The decrease in cash used was primarily due to the decreased working capital needs quarter over quarter driven by significant increases in agricultural commodity prices in the prior year. When the changes in operating assets and liabilities are removed, along with approximately $17.4 million in insurance proceeds and receivables for damaged inventory from a fire at a Michigan grain asset in December of 2022, cash provided by operating activities was consistent with the prior period.

The Andersons, Inc. | Q1 2023 Form 10-Q | 27

Table of Contents

Investing Activities

Investing activities used cash of $19.8 million through the first three months of 2023 compared to $24.9 million in the prior period. Although spending for the purchases of property, plant and equipment increased by approximately $5 million, cash used in investing activities decreased from the prior year as the proceeds from the sale of legacy Rail assets, insurance proceeds and the proceeds from the sale of an investment were more than enough to offset the increased spending in property, plant and equipment.

We expect to invest approximately $125 million in property, plant and equipment in 2023, with spending split evenly between growth projects and maintaining our current facilities.

Financing Activities

Financing activities provided cash of $308.8 million and $919.8 million for the three months ended March 31, 2023 and 2022, respectively. This decrease from the prior year was due to the significant increase in agricultural commodity prices in the prior period and the related need for short-term borrowings. Agricultural commodity prices have decreased in the current year and the Company is operating in a much more stable pricing environment in 2023 which is putting much less pressure on the Company's short-term borrowings.

The Company is party to borrowing arrangements with a syndicate of banks that provide a total of $1,991.8 million in borrowing capacity. Of the total capacity, $341.7 million is non-recourse to the Company. As of March 31, 2023, the Company had $1,294.9 million available for borrowing with $220.8 million of that total being non-recourse to the Company.

The Company paid $6.3 million in dividends in the first three months of 2023 compared to $6.1 million paid in the prior period. The Company paid dividends of $0.185 and $0.18 per common share in January of 2023 and 2022, respectively. On February 17, 2023, the Company declared a cash dividend of $0.185 per common share payable on April 24, 2023, to shareholders of record on April 3, 2023.

Certain of our long-term borrowings include covenants that, among other things, impose minimum levels of working capital and a minimum ratio of owner's equity. The Company has concluded that in relation to the $62.8 million non-recourse credit agreement associated with the ELEMENT operations, that ELEMENT was out of compliance with its working capital covenant as of January 31, 2023, and is also out of compliance with an owner's equity ratio covenant as of March 31, 2023. Additionally, ELEMENT did not make a required debt payment in February 2023, subsequently received a default notice from the lender on February 17, 2023, and was ultimately placed into receivership on April 18, 2023. As such, the Company continues to classify the total $62.8 million of non-recourse debt under the ELEMENT credit agreement as a current maturity of long-term debt as of March 31, 2023. The Company is in compliance with all other covenants as of March 31, 2023. In addition, certain of our long-term borrowings are collateralized by first mortgages on various facilities. Our non-recourse long-term debt that is currently classified in Current maturities of long-term debt in the Condensed Consolidated Balance Sheets as described above, is collateralized by ELEMENT plant assets.

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

Management believes the Company's sources of liquidity will be adequate to fund operations, capital expenditures and service indebtedness.

At March 31, 2023, the Company had standby letters of credit outstanding of $38.6 million.

The Andersons, Inc. | Q1 2023 Form 10-Q | 28

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes in market risk, specifically commodity and interest rate risk during the three months ended March 31, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of March 31, 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the first quarter of 2023, identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Andersons, Inc. | Q1 2023 Form 10-Q | 29

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Except as described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 13, “Commitments and Contingencies,” in the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.

The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Item 1A. Risk Factors

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2022 Form 10-K under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. The information presented below updates, and should be read in conjunction with, the risk factors in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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


Periods	Total Number of Shares Purchased(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)






January 2023	82,728	$	34.30	49,351	$	85,608,170
February 2023	109,418	44.74		—	85,608,170
March 2023	12,133	45.63		—	85,608,170
Total	204,279	$	40.56	49,351	$	85,608,170

(a) During the three months ended March 31, 2023, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations along with common stock repurchased as a part of the Company's Repurchase Plan.

(b) As of August 20, 2021, the Company was authorized to purchase up to $100 million of the Company’s common stock (the "Repurchase Plan") on or before August 20, 2024. As of March 31, 2023, $14.4 million of the $100 million available to repurchase shares had been utilized. The Repurchase Plan does not obligate the Company to acquire any specific number of shares. Under the Repurchase Plan, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

The Andersons, Inc. | Q1 2023 Form 10-Q | 30

Table of Contents

Item 6. Exhibits



Exhibit Number						Description

10.01						Form of Restricted Share Unit Agreement

10.02						Form of Performance Share Unit Agreement - Earnings Per Share

10.03						Form of Performance Share Unit Agreement - Total Shareholder Return

10.04						Form of Restricted Share Unit - Non-Employee Directors Agreement

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

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

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

101**						Inline XBRL Document Set for the Condensed Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104**						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith
** Furnished herewith

Items 3, 4, and 5 are not applicable and have been omitted.

The Andersons, Inc. | Q1 2023 Form 10-Q | 31

Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						THE ANDERSONS, INC.

Date: May 4, 2023						/s/ Patrick E. Bowe
						Patrick E. Bowe
						President and Chief Executive Officer

Date: May 4, 2023						/s/ Brian A. Valentine
						Brian A. Valentine
						Executive Vice President and Chief Financial Officer

The Andersons, Inc. | Q1 2023 Form 10-Q | 32