Green Plains Inc.

2022 
Annual Report

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Who We Are

Green Plains is a leading ag-tech company 
using innovative processes to transform 
annually renewable crops into sustainable, 
high-value ingredients.

We are rapidly 
transforming into the 
biorefinery platform of 
the future, harnessing the 
potential of our resources, 
technology and people.

11 Biorefineries
Strategically located throughout 
the United States

330 Million
Bushels of corn processing capacity

Nearly 900
Dedicated employees

Forward-Looking StatementThis Annual Report contains “forward-looking statements” within the meaning of the federal securities laws. See the discussion under “Cautionary Statement Regarding Forward-Looking Statements” in our 2022 Form 10-K  for matters to be considered in this regard.Letter from Our Chief 
Executive Officer

Green Plains achieved key milestones in 2022 across all four pillars of our transformation 
– protein, renewable corn oil, sugar and carbon. Maximized Stillage Co-productsTM 
technology is installed in five of our plants with 75% of 2023 high-protein production 
volume spoken for already; we have set new records in renewable corn oil extraction for 
the burgeoning renewable diesel industry; we broke ground in Shenandoah, Iowa, on the 
first-of-its-kind commercial-scale dry mill dextrose facility, with potential co-location 
partners and customers already inquiring about collaboration opportunities; we announced 
a partnership to explore synthetic methane production, while continuing to evaluate 
options for carbon capture.

This overview doesn’t even begin to detail the elements 
of all these milestones that make them exciting, or 
their significance to our overall transformation into a 
value-added, customer-facing producer of sustainable 
ingredients that matter. 

Our teams are busy executing on our transformation, 
working hard to continue hitting important targets to  
achieve our 2025 objectives we laid out in 2021. We  
created a transformation office to ensure we maintain 
critical mass, organizing and communicating the required 
initiatives appropriately. We believe this structured 
oversight of our transformation helps enhance shareholder 
value, as it enhances our transformation progress. 

Our 2022 achievements position us to continue executing 
on our vision to maximize the value of Green Plains. 
Each of our critical initiatives are on track, and we are 
increasingly confident that we will achieve our 2024 and 
beyond transformational goals and financial guidance. 

2022 Financial Highlights

Credit to our operations team for achieving a 91% plant 
utilization rate in 2022, our best operational performance 
since 2014. Running our plants efficiently enables us to 
produce more of our higher-value ingredients, adding to 
our financial performance in 2022 and going forward. In 
addition to achieving business milestones, we continued 
to mature our capital structure through the completion 
of a five-year $350 million sustainability-linked revolving 
credit facility tying the financial structure of the company 
to sustainability initiatives we first outlined in our 2020 
Sustainability Report. 

Our 2022 achievements 
position us to continue 
executing on our vision 
to maximize the value 
of Green Plains.

We ended the year with $500.3 million in cash, cash equivalents, 
and restricted cash along with approximately $235 million 
available under our working capital revolver. Our balance sheet 
remains in a solid position as we continue our transformation to 
Green Plains 2.0. Total capex for 2022 was $212 million, the lion’s 
share of which was the buildouts of Fluid Quip Technologies’ 
MSC at Central City, Mount Vernon and Obion. 

To date, we have invested approximately $330 million dollars of 
our shareholders’ capital across our platform in the deployment 
of MSC, including for our turnkey joint venture with Tharaldson 
Ethanol in Casselton, North Dakota, which broke ground in 
2022. We anticipate this MSC deployment to be operational in 
late 2023 or early 2024. 

On Transformation

As I highlighted earlier, we hit our stride in the transformation 
of Green Plains in 2022. We entered 2023 with 330,000 tons 
of high-protein ingredient production capacity and more 
engagement from our customers across species than I’ve seen 
in my 35-year career. In fact, we expanded protein sales to 
customers in North America, South America and Asia Pacific. 

We achieved 60% protein concentration, as fed, at a trial at 
Green Plains Wood River in the second quarter of 2022, using 
the MSC system combined with biological solutions exclusive 
to Green Plains. 

Our MSC systems are the catalyst behind our increased 
renewable corn oil yields, as well, expanding supply of our 
lower-carbon renewable diesel feedstock. 

Our endeavor in protein has set us up well for dextrose and 
we can apply those lessons to optimize the execution of our 
strategy in Shenandoah. We are deploying a truly game-
changing technology that allows a dry mill to convert a portion 
of the starch from a kernel of corn into a dextrose product with 
a lower carbon intensity than dextrose produced at traditional 
wet mill corn processing facilities.

We are building a revolutionary biocampus in Shenandoah,  
on a path to complete our first true biorefinery of the future 
that can separate the high-value protein ingredients and 
convert starch to dextrose, all while sequestering biogenic 
carbon dioxide.

Decarbonization is truly the linchpin of our transformation, 
enhancing opportunities for our sustainable ingredients as we 
attract customers in corn oil, protein and dextrose markets 
looking for low-carbon intensities and environmentally 
responsible suppliers. We continue to explore opportunities 
to decarbonize, including carbon capture and sequestration, 
synthetic methane production and combined heat and 
power systems.

48.3 Million
metric tons of carbon reduction 
to date(1)

11 biorefineries, 2 fuel terminals, 
2 Fluid Quip locations, and  
1 corporate office

100%
of corn purchased from 
non-deforested, US-
domestic sources(2)

301,868,000
bushels of corn processed in 2022

872,133,000
gallons of renewable biofuel sold in 2022

281,730,000
pounds of renewable corn oil sold  
in 2022

2,280,000
tons of animal feed sold in 2022

(1)  Estimated CO2 amount to have been 

kept out of the atmosphere due to Green 
Plains-produced low-carbon fuel between 
2007 and 2022. 

(2)  Based on compliance with RFS regulations 
(40 CFR § 80.1401), which requires the 
use of “renewable biomass” as an ethanol 
feedstock and by definition means 
that planted crops cannot come from 
deforested land. Additionally, we use U.S. 
corn and have not imported corn from 
international markets where deforestation 
might be prevalent. 

Decarbonization is 
truly the linchpin of 
our transformation, 
enhancing opportunities 
for our sustainable 
ingredients as we 
attract customers in 
corn oil, protein and 
dextrose markets 
looking for low-
carbon intensities 
and environmentally 
responsible suppliers.

Beyond our existing ingredients, new markets are within 
reach for lower-carbon ethanol, such as sustainable 
aviation fuel (SAF). Early in 2023, we announced a joint 
venture with United Airlines and Tallgrass to develop 
a novel Pacific Northwest National Laboratory ketone 
technology for alcohol-to-jet SAF production. The joint 
venture – Blue Blade Energy – is the first of its kind in 
the SAF space, capitalizing on the four key components 
of feedstock, technology, infrastructure and demand. 
Beyond a standard offtake agreement, Green Plains and 
Tallgrass envisioned a true partner that would participate 
in the development of the technology, not simply use the 
fuel. We found that partner in United and are eager to 
develop this novel catalyst together, establishing pilot and 
production facilities in phases. 

In addition to the progress under our transformation 
pillars, we completed our plant modernization and 
upgrade program, returning our platform to full utilization 
rate capability.

To enhance our governance, we put forth a 
recommendation to our shareholders at last year’s annual 
meeting to declassify the Board of Directors. The proposal 
passed overwhelmingly, enhancing shareholder rights 
and demonstrating our commitment to sound corporate 
governance practices. This year’s election will be the first 
to elect board members to one-year terms. 

Looking to the Future 

We’ve entered 2023 with renewed energy, bolstered 
by the significant progress realized in 2022. Thank you 
for the support you’ve given us along the way, and for 
believing as thoroughly as we do in our transformation. 
We look forward to continued progress and increased 
value for you, our shareholders. 

TODD  BECKER,

President and Chief Executive Officer

Selected Financial Data

Statement of Operations Data
(in thousands, except per share information)
Revenues
Costs and expenses
Operating income (loss)(1)
Total other income (expense)(2)(3)
Net loss
Net loss attributable to Green Plains

Earnings per share:

Net loss attributable to Green Plains - basic and diluted

Other Data: (Non-GAAP)

Adjusted EBITDA (unaudited and in thousands)

Balance Sheet Data
(in thousands)
Cash and cash equivalents
Current assets
Total assets
Current liabilities
Long-term debt
Total liabilities
Stockholders’ equity

Year Ended December 31,

2022
$3,662,849
3,761,797
(98,948)
247
(103,377)
$ (127,218)

2021
$ 2,827,168
2,801,660
25,508          
(68,509)
(44,146)
$ (65,992)

2020
$ 1,923,719
2,046,415
(122,696)
(38,434)
(89,654)
$ (108,775)

$

$

(2.29)

$

(1.41)

$

(3.14)

(822)

$

87,378

$

36,748

2022
$ 444,661
928,750
2,123,131
486,922
495,243
1,062,065
1,061,066

December 31,

2021
$ 426,220
1,117,749
2,159,755
471,804
514,006
1,057,736
1,102,019

2020
$ 233,860
642,353
1,578,917
452,556
287,299
802,253
776,664

The following table reconciles net loss to adjusted EBITDA for the periods indicated:

(in thousands)
Net loss

Interest expense(3)
Income tax expense (benefit), net of equity method income tax 
expense
Depreciation and amortization(4)

EBITDA

Other income(2)
Loss (gain) on sale of assets, net
Proportional share of EBITDA adjustments to equity  
method investees
Noncash goodwill impairment

Adjusted EBITDA

Year Ended December 31,

2022
$ (103,377)
32,642
4,747

2021
$ (44,146)
67,144
1,845

2020
$ (89,654)
39,993
(43,879)

92,698
26,710
(27,712)
—
180

91,952
116,795
—
(29,601)
184

78,244
(15,296)
—
20,860
7,093

—
(822)

—
$ 87,378

24,091
36,748

$

$

(1) 

Fiscal year 2022 includes an inventory lower of cost or net realizable value adjustment of $12.3 million. Fiscal year 2021 includes the $29.6 million net gain on sale of assets primarily 
from the sale of the Ord, Nebraska ethanol plant. Fiscal year 2020 includes the goodwill impairment charge of $24.1 million, the $22.4 million loss on sale of assets, net from the sale of 
the Hereford, Texas ethanol plant and the $1.5 million gain from sale of GPCC.

(2)  Other income for the fiscal year 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.

(3) 

(4) 

Interest expense for fiscal year 2021 includes a loss on extinguishment of convertible notes of $22.1 million and a loss on settlement of convertible notes of $9.5 million.

Excludes the amortization of operating lease right-of-use assets and amortization of debt issuance costs.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022

or
o 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 001-32924

GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of incorporation or organization)

84-1652107
(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)

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, par value $0.001 per share

GPRE

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  

Yes o No x
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 x No o
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 x No o

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

x Accelerated filer

Non-accelerated filer

o

Smaller reporting company

o Emerging growth company

o

o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its 
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 
accounting firm that prepared or issued its audit report. x

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

The aggregate market value of the company’s voting common stock held by non-affiliates of the registrant as of June 30, 2022 (the last 
business day of the second quarter), based on the last sale price of the common stock on that date of $27.17, was approximately $1,413.2 
million. For purposes of this calculation, executive officers and directors are deemed to be affiliates of the registrant.

As of February 7, 2023, there were 59,292,283 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Shareholders are incorporated by reference in Part 
III herein. The company intends to file such Proxy Statement with the Securities and Exchange Commission no later than 120 days after the 
end of the period covered by this report on Form 10-K. 

TABLE OF CONTENTS

Commonly Used Defined Terms

Commonly Used Defined Terms

Item 1.

Business.

Item 1A.

Risk Factors.

Item 1B.

Unresolved Staff Comments.

PART I

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

Properties.

Legal Proceedings.

Mine Safety Disclosures.

PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 

Equity Securities.

Reserved.

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

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Item 8.

Item 9.

Financial Statements and Supplementary Data.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Executive Compensation.

PART III

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 

Matters.

Certain Relationships and Related Transactions, and Director Independence.

Principal Accounting Fees and Services.

Exhibits, Financial Statement Schedules.

Form 10-K Summary.

PART IV

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Item 15.

Item 16.

Signatures.

Page
2

5

13

28

29

29

29

30

31

32

47

48

48

48

51

51

51

51

51

51

51

52

61

62

Green Plains Inc. and Subsidiaries:

Green Plains; the company

FQT

Green Plains Cattle; GPCC

Green Plains Inc. and its subsidiaries

Fluid Quip Technologies, LLC

Green Plains Cattle Company LLC

Green Plains Central City; Central City

Green Plains Central City LLC

Green Plains Commodity Management

Green Plains Commodity Management LLC

Green Plains Finance Company

Green Plains Finance Company LLC

Green Plains Grain

Green Plains Grain Company LLC

Green Plains Mount Vernon; Mount Vernon

Green Plains Mount Vernon LLC

Green Plains Obion; Obion

Green Plains Obion LLC

Green Plains Partners; the partnership

Green Plains Partners LP and its subsidiaries

Green Plains Shenandoah; Shenandoah

Green Plains Shenandoah LLC

Green Plains Trade

Green Plains Trade Group LLC

Green Plains Wood River; Wood River

Green Plains Wood River LLC

Accounting Defined Terms:

Industry and Other Defined Terms:

ASC

EBITDA

EPS

Exchange Act

GAAP

JV

LIBOR

Nasdaq

R&D Credits

SEC

SOFR

Securities Act

ATJ

BlackRock

BTU

CARB

COVID-19

CI

CST

DOE

DOT

E10

E15

E85

Accounting Standards Codification

Earnings before interest, income taxes, depreciation and amortization

Earnings per share

Securities Exchange Act of 1934, as amended

U.S. Generally Accepted Accounting Principles

Joint venture

London Interbank Offered Rate

The Nasdaq Global Market

Research and development tax credits

Securities and Exchange Commission

Securities Act of 1933, as amended

Secured Overnight Financing Rate

Alcohol-to-Jet

Funds and accounts managed by BlackRock

British Thermal Units

California Air Resources Board

Carbon Intensity

Coronavirus Disease 2019

Clean Sugar Technology™

Department of Energy

U.S. Department of Transportation

Gasoline blended with up to 10% ethanol by volume

Gasoline blended with up to 15% ethanol by volume

Gasoline blended with up to 85% ethanol by volume

The CARES Act

Coronavirus Aid, Relief, and Economic Security Act

1

2

Commonly Used Defined Terms

Item 1.

Business.

Item 1A.

Risk Factors.

Item 1B.

Unresolved Staff Comments.

Item 2.

Item 3.

Item 4.

Properties.

Legal Proceedings.

Mine Safety Disclosures.

Equity Securities.

Reserved.

PART I

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 

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

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Financial Statements and Supplementary Data.

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

PART III

Executive Compensation.

Matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 

Certain Relationships and Related Transactions, and Director Independence.

Principal Accounting Fees and Services.

Exhibits, Financial Statement Schedules.

Form 10-K Summary.

PART IV

Item 6.

Item 7.

Item 8.

Item 9.

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Item 15.

Item 16.

Signatures.

2

5

13

28

29

29

29

30

31

32

47

48

48

48

51

51

51

51

51

51

51

52

61

62

TABLE OF CONTENTS

Commonly Used Defined Terms

Page

Green Plains Inc. and Subsidiaries:

Green Plains; the company

FQT

Green Plains Cattle; GPCC

Green Plains Inc. and its subsidiaries

Fluid Quip Technologies, LLC

Green Plains Cattle Company LLC

Green Plains Central City; Central City

Green Plains Central City LLC

Green Plains Commodity Management

Green Plains Commodity Management LLC

Green Plains Finance Company

Green Plains Finance Company LLC

Green Plains Grain

Green Plains Grain Company LLC

Green Plains Mount Vernon; Mount Vernon

Green Plains Mount Vernon LLC

Green Plains Obion; Obion

Green Plains Obion LLC

Green Plains Partners; the partnership

Green Plains Partners LP and its subsidiaries

Green Plains Shenandoah; Shenandoah

Green Plains Shenandoah LLC

Green Plains Trade

Green Plains Trade Group LLC

Green Plains Wood River; Wood River

Green Plains Wood River LLC

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Accounting Defined Terms:

ASC

EBITDA

EPS

Exchange Act

GAAP

JV

LIBOR

Nasdaq

R&D Credits

SEC

Securities Act

SOFR

Industry and Other Defined Terms:

ATJ

BlackRock

BTU

CARB

The CARES Act

CI

COVID-19

CST

DOE

DOT

E10

E15

E85

Accounting Standards Codification

Earnings before interest, income taxes, depreciation and amortization

Earnings per share

Securities Exchange Act of 1934, as amended

U.S. Generally Accepted Accounting Principles

Joint venture

London Interbank Offered Rate

The Nasdaq Global Market

Research and development tax credits

Securities and Exchange Commission

Securities Act of 1933, as amended

Secured Overnight Financing Rate

Alcohol-to-Jet

Funds and accounts managed by BlackRock

British Thermal Units

California Air Resources Board

Coronavirus Aid, Relief, and Economic Security Act

Carbon Intensity

Coronavirus Disease 2019

Clean Sugar Technology™

Department of Energy

U.S. Department of Transportation

Gasoline blended with up to 10% ethanol by volume

Gasoline blended with up to 15% ethanol by volume

Gasoline blended with up to 85% ethanol by volume

1

2

EIA

EPA

FDA

FFV

GHG

ILUC

LCFS

MMBTU

Mmg

Mmgy

MSC™

MTBE

MVC

RFS

RIN

RVO

SAF

SRE
TTB

U.S.

USDA

U.S. Energy Information Administration

U.S. Environmental Protection Agency

U.S. Food and Drug Administration

Flexible-fuel vehicle

Greenhouse Gas

Indirect land usage charge

Low Carbon Fuel Standard

Million British Thermal Units

Million gallons

Million gallons per year

Maximized Stillage Coproducts produced using process technology 
developed by Fluid Quip Technologies

Methyl tertiary-butyl ether

Minimum volume commitment

Renewable Fuel Standard

Renewable identification number

Renewable volume obligation
Sustainable Aviation Fuel

Small refinery exemption

Alcohol and Tobacco Tax and Trade Bureau

United States

U.S. Department of Agriculture

Cautionary Statement Regarding Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so investors can better understand future 

prospects and make informed investment decisions. As such, forward-looking statements are included in this report or 

incorporated by reference to other documents filed with the SEC.

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 which 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 include words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” 

“predict,” “may,” “could,” “should,” “will” and similar words and phrases 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 are discussed in this report under “Risk 

Factors” or incorporated by reference. Specifically, we may experience 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, including changes to tax laws; risks related to acquisitions 

and disposition activities and achieving anticipated results; risks associated with merchant trading; risks related to our equity 

method investees; disruption caused by health epidemics, such as the COVID-19 outbreak; and other 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 and do not 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.

3

4

EIA

EPA

FDA

FFV

GHG

ILUC

LCFS

MMBTU

Mmg

Mmgy

MSC™

MTBE

MVC

RFS

RIN

RVO

SAF

SRE

TTB

U.S.

USDA

Maximized Stillage Coproducts produced using process technology 

developed by Fluid Quip Technologies

U.S. Energy Information Administration

U.S. Environmental Protection Agency

U.S. Food and Drug Administration

Flexible-fuel vehicle

Greenhouse Gas

Indirect land usage charge

Low Carbon Fuel Standard

Million British Thermal Units

Million gallons

Million gallons per year

Methyl tertiary-butyl ether

Minimum volume commitment

Renewable Fuel Standard

Renewable identification number

Renewable volume obligation

Sustainable Aviation Fuel

Small refinery exemption

Alcohol and Tobacco Tax and Trade Bureau

United States

U.S. Department of Agriculture

Cautionary Statement Regarding Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so investors can better understand future 
prospects and make informed investment decisions. As such, forward-looking statements are included in this report or 
incorporated by reference to other documents filed with the SEC.

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 which 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 include words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” 
“predict,” “may,” “could,” “should,” “will” and similar words and phrases 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 are discussed in this report under “Risk 

Factors” or incorporated by reference. Specifically, we may experience 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, including changes to tax laws; risks related to acquisitions 
and disposition activities and achieving anticipated results; risks associated with merchant trading; risks related to our equity 
method investees; disruption caused by health epidemics, such as the COVID-19 outbreak; and other 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 and do not 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.

3

4

PART I

the production of renewable corn oil and produce other higher-value products, such as post-MSC distillers grains. 

Item 1. Business. 

References to “we,” “us,” “our,” “Green Plains,” or the “company” refer to Green Plains Inc. and its subsidiaries.

Overview

Green Plains is an Iowa corporation founded in June 2004 as a producer of low-carbon fuels. We have since grown to be 
a leading biorefining company maximizing the potential of existing resources through fermentation and patented agricultural 
technologies. Our eleven biorefineries process up to 330 million bushels of corn annually into a suite of sustainable 
ingredients, including low-carbon biofuels, renewable feedstocks for advanced biofuels and high-protein ingredients for 
animal diets. We are a leading ag-tech innovator undergoing a transition from a commodity-processing business into a value-
added agricultural technology company creating sustainable, high-value ingredients from existing resources. To that end, we 
are currently executing on a number of initiatives directed at producing additional value-added low-carbon ingredients, such 
as Ultra-High Protein, dextrose, renewable corn oil, and more.

We are developing and implementing proven agricultural, food and industrial biotechnology systems that allow for 
product diversification and new market opportunities, rapidly expanding installation and production across our facilities, and 
offering these technologies to the broader biofuels industry.

Green Plains Partners LP, a master limited partnership, is our primary downstream storage and logistics provider since its 
assets are the principal method of storing and delivering the ethanol we produce. As of December 31, 2022, we own a 48.8% 
limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights. The public 
owns the remaining 49.2% limited partner interest. The partnership is consolidated in our financial statements. 

We group our business activities into the following three operating segments to manage performance: 

•

•

•

Ethanol Production. Our ethanol production segment includes the production of ethanol, distillers grains, Ultra-High 
Protein and renewable corn oil at eleven ethanol plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and 
Tennessee. At capacity, our facilities are capable of processing approximately 330 million bushels of corn per year 
and producing approximately 958 million gallons of ethanol, 2.7 million tons of distillers grains and Ultra-High 
Protein and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel. 
We are one of the largest ethanol producers in North America.

Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, with 
approximately 25.3 million bushels of grain storage capacity, and our commodity marketing business, which 
markets, sells and distributes the ethanol, distillers grains, Ultra-High Protein and renewable corn oil produced at our 
ethanol plants. We also market ethanol for a third-party producer as well as buy and sell ethanol, distillers grains, 
Ultra-High Protein, renewable corn oil, grain, natural gas and other commodities in various markets.

Partnership. Our master limited partnership provides fuel storage and transportation services through owning, 
operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related 
assets and businesses. The partnership’s assets include 27 ethanol storage facilities, two fuel terminal facilities and 
approximately 2,500 leased railcars. 

Business Strategy

We believe that global demand for protein for human consumption will continue to rise, requiring larger amounts of high 

protein feed for animals and aquaculture. Our transformation capitalizes on this market insight, in an effort to capture higher 
coproduct returns. 

As part of our transformation to a value-added agricultural technology company, we began producing Ultra-High Protein 

using FQT's MSCTM technology in 2020 and are deploying this technology across various locations to help meet growing 
demand for protein feed ingredients and low-carbon renewable corn oil. As of December 31, 2022, we have completed or 
began commissioning this technology at five of our locations. Installation at additional biorefineries is expected over the 
course of the next few years, both at our other locations and across the broader industry. The biorefineries producing Ultra-
High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, also increase 

In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, as the first location to deploy FQT's 

CSTTM at commercial scale, which is expected to be operational in late 2023. CSTTM allows for the production of both food 

and industrial grade low-carbon glucose and dextrose at a dry mill ethanol plant to target applications in food production, 

renewable chemicals and synthetic biology. We also anticipate modifying additional biorefineries to include CSTTM 

production capabilities to meet anticipated future customer demands. 

Ethanol has become a valuable blend component that comprises approximately 10.1% of the domestic surface 

transportation gasoline supply with the potential to grow with higher blending rates. Additionally, government incentives to 

produce SAF through ATJ pathways could provide additional demand for low-CI ethanol for conversion to SAF. 

In February and April 2021, as part of our carbon reduction strategy, we committed our Nebraska, Iowa and Minnesota 

plants to the Summit Carbon Solutions Midwest Carbon Express project to capture and store biogenic carbon dioxide 

produced through the fermentation process. These eight biorefineries have entered into twelve-year carbon offtake 

agreements, which will lower GHG emissions through the capture of carbon dioxide at each of the biorefineries, significantly 

lowering their CI. According to Summit Carbon Solutions, the anticipated completion date for this project is 2024. In 

addition, we are exploring innovative options for carbon use, such as synthetic methane production, with global partners. 

Reducing the CI of our fuel ethanol could allow us to benefit from state and federal clean fuel programs, including LCFS and 

federal tax credits under the Inflation Reduction Act, and could position our low-carbon ethanol as a potential feedstock for 

ATJ pathways to produce SAF.

Competitive Strengths

We are focused on managing commodity price risks, improving operational efficiencies and optimizing market 

opportunities to create an efficient platform with diversified income streams. Our competitive strengths include: 

Disciplined Risk Management. Risk management is a core competency and we use a variety of risk management tools 

and hedging strategies in an effort to maintain a disciplined approach. Our internally developed operating margin 

management system allows us to monitor commodity price risk exposure in the spot market and on the forward curve at each 

of our operations and seeks to lock in favorable margins, when available, or if appropriate, temporarily reduce production 

levels during periods of compressed margins. 

Technology Integration. Over our history, we have incorporated new technologies like renewable corn oil extraction and 

Selective Milling Technology™ into our manufacturing processes that have enabled us to run more efficiently and improve 

our financial results. We completed a modernization and upgrade initiative at four facilities in 2021 and two facilities in 

2022, resulting in improved operational reliability and reductions in natural gas, electricity and water usage, decreasing our 

carbon footprint. Through our ownership of FQT and other partnerships, we are currently undergoing a number of initiatives 

to further improve margins.

Our transformation into a sustainable ingredient producer continues centering around FQT's MSCTM and CSTTM 

technologies. These technologies enhance our ability to produce value-added ingredients, while expanding renewable corn oil 

yields. 

the coming years. 

The acquisition of a majority interest in FQT secures additional intellectual property rights, including those aimed at 

developing and implementing proven, value-added agriculture, food and industrial biotechnology systems, CSTTM and 

MSCTM. We continue to evaluate additional technological opportunities to expand our capabilities and product offerings in 

Proven Leadership Team. Our senior leadership team has specific expertise across all of our businesses, including plant 

operations and management, commodity markets and risk management, quality assurance, quality control, ingredient 

nutrition, marketing and innovation and ethanol marketing and distribution. Our leadership team’s level of operational and 

financial expertise is essential to successfully executing our business strategies.

Operational Excellence. Our facilities are staffed with experienced personnel who are encouraged to share operational 

knowledge and expertise across business segments and locations. We continue to focus on making incremental operational 

improvements to enhance performance using real-time production data and systems to monitor our operations and optimize 

performance.  

5

6

PART I

the production of renewable corn oil and produce other higher-value products, such as post-MSC distillers grains. 

Item 1. Business. 

Overview

References to “we,” “us,” “our,” “Green Plains,” or the “company” refer to Green Plains Inc. and its subsidiaries.

In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, as the first location to deploy FQT's 
CSTTM at commercial scale, which is expected to be operational in late 2023. CSTTM allows for the production of both food 
and industrial grade low-carbon glucose and dextrose at a dry mill ethanol plant to target applications in food production, 
renewable chemicals and synthetic biology. We also anticipate modifying additional biorefineries to include CSTTM 
production capabilities to meet anticipated future customer demands. 

Green Plains is an Iowa corporation founded in June 2004 as a producer of low-carbon fuels. We have since grown to be 

Ethanol has become a valuable blend component that comprises approximately 10.1% of the domestic surface 

a leading biorefining company maximizing the potential of existing resources through fermentation and patented agricultural 

technologies. Our eleven biorefineries process up to 330 million bushels of corn annually into a suite of sustainable 

ingredients, including low-carbon biofuels, renewable feedstocks for advanced biofuels and high-protein ingredients for 

animal diets. We are a leading ag-tech innovator undergoing a transition from a commodity-processing business into a value-

added agricultural technology company creating sustainable, high-value ingredients from existing resources. To that end, we 

are currently executing on a number of initiatives directed at producing additional value-added low-carbon ingredients, such 

as Ultra-High Protein, dextrose, renewable corn oil, and more.

We are developing and implementing proven agricultural, food and industrial biotechnology systems that allow for 

product diversification and new market opportunities, rapidly expanding installation and production across our facilities, and 

offering these technologies to the broader biofuels industry.

transportation gasoline supply with the potential to grow with higher blending rates. Additionally, government incentives to 
produce SAF through ATJ pathways could provide additional demand for low-CI ethanol for conversion to SAF. 

In February and April 2021, as part of our carbon reduction strategy, we committed our Nebraska, Iowa and Minnesota 

plants to the Summit Carbon Solutions Midwest Carbon Express project to capture and store biogenic carbon dioxide 
produced through the fermentation process. These eight biorefineries have entered into twelve-year carbon offtake 
agreements, which will lower GHG emissions through the capture of carbon dioxide at each of the biorefineries, significantly 
lowering their CI. According to Summit Carbon Solutions, the anticipated completion date for this project is 2024. In 
addition, we are exploring innovative options for carbon use, such as synthetic methane production, with global partners. 
Reducing the CI of our fuel ethanol could allow us to benefit from state and federal clean fuel programs, including LCFS and 
federal tax credits under the Inflation Reduction Act, and could position our low-carbon ethanol as a potential feedstock for 
ATJ pathways to produce SAF.

Green Plains Partners LP, a master limited partnership, is our primary downstream storage and logistics provider since its 

assets are the principal method of storing and delivering the ethanol we produce. As of December 31, 2022, we own a 48.8% 

Competitive Strengths

limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights. The public 

owns the remaining 49.2% limited partner interest. The partnership is consolidated in our financial statements. 

We group our business activities into the following three operating segments to manage performance: 

•

Ethanol Production. Our ethanol production segment includes the production of ethanol, distillers grains, Ultra-High 

Protein and renewable corn oil at eleven ethanol plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and 

Tennessee. At capacity, our facilities are capable of processing approximately 330 million bushels of corn per year 

and producing approximately 958 million gallons of ethanol, 2.7 million tons of distillers grains and Ultra-High 

Protein and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel. 

We are one of the largest ethanol producers in North America.

•

Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, with 

approximately 25.3 million bushels of grain storage capacity, and our commodity marketing business, which 

markets, sells and distributes the ethanol, distillers grains, Ultra-High Protein and renewable corn oil produced at our 

ethanol plants. We also market ethanol for a third-party producer as well as buy and sell ethanol, distillers grains, 

Ultra-High Protein, renewable corn oil, grain, natural gas and other commodities in various markets.

•

Partnership. Our master limited partnership provides fuel storage and transportation services through owning, 

operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related 

assets and businesses. The partnership’s assets include 27 ethanol storage facilities, two fuel terminal facilities and 

approximately 2,500 leased railcars. 

Business Strategy

coproduct returns. 

We are focused on managing commodity price risks, improving operational efficiencies and optimizing market 

opportunities to create an efficient platform with diversified income streams. Our competitive strengths include: 

Disciplined Risk Management. Risk management is a core competency and we use a variety of risk management tools 

and hedging strategies in an effort to maintain a disciplined approach. Our internally developed operating margin 
management system allows us to monitor commodity price risk exposure in the spot market and on the forward curve at each 
of our operations and seeks to lock in favorable margins, when available, or if appropriate, temporarily reduce production 
levels during periods of compressed margins. 

Technology Integration. Over our history, we have incorporated new technologies like renewable corn oil extraction and 

Selective Milling Technology™ into our manufacturing processes that have enabled us to run more efficiently and improve 
our financial results. We completed a modernization and upgrade initiative at four facilities in 2021 and two facilities in 
2022, resulting in improved operational reliability and reductions in natural gas, electricity and water usage, decreasing our 
carbon footprint. Through our ownership of FQT and other partnerships, we are currently undergoing a number of initiatives 
to further improve margins.

Our transformation into a sustainable ingredient producer continues centering around FQT's MSCTM and CSTTM 

technologies. These technologies enhance our ability to produce value-added ingredients, while expanding renewable corn oil 
yields. 

The acquisition of a majority interest in FQT secures additional intellectual property rights, including those aimed at 

developing and implementing proven, value-added agriculture, food and industrial biotechnology systems, CSTTM and 
MSCTM. We continue to evaluate additional technological opportunities to expand our capabilities and product offerings in 
the coming years. 

We believe that global demand for protein for human consumption will continue to rise, requiring larger amounts of high 

protein feed for animals and aquaculture. Our transformation capitalizes on this market insight, in an effort to capture higher 

Proven Leadership Team. Our senior leadership team has specific expertise across all of our businesses, including plant 

As part of our transformation to a value-added agricultural technology company, we began producing Ultra-High Protein 

using FQT's MSCTM technology in 2020 and are deploying this technology across various locations to help meet growing 

demand for protein feed ingredients and low-carbon renewable corn oil. As of December 31, 2022, we have completed or 

began commissioning this technology at five of our locations. Installation at additional biorefineries is expected over the 

course of the next few years, both at our other locations and across the broader industry. The biorefineries producing Ultra-

High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, also increase 

operations and management, commodity markets and risk management, quality assurance, quality control, ingredient 
nutrition, marketing and innovation and ethanol marketing and distribution. Our leadership team’s level of operational and 
financial expertise is essential to successfully executing our business strategies.

Operational Excellence. Our facilities are staffed with experienced personnel who are encouraged to share operational 
knowledge and expertise across business segments and locations. We continue to focus on making incremental operational 
improvements to enhance performance using real-time production data and systems to monitor our operations and optimize 
performance.  

5

6

Risk Management and Hedging Activities

Our margins are highly dependent on commodity prices, particularly for ethanol, corn, distillers grains, Ultra-High 

Protein, renewable corn oil and natural gas. Since market price fluctuations among these commodities are not always 
correlated, ethanol production has been and may continue to be unprofitable at times. We use a variety of risk management 
tools and hedging strategies to monitor real-time operating price risk exposure at each of our operations to obtain favorable 
margins, when available.

We use forward contracts to sell a portion of our ethanol, distillers grains, Ultra-High Protein and renewable corn oil 
production or buy some of the corn, natural gas, or ethanol we need to partially offset commodity price volatility. We also 
engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol, soybean 
meal, soybean oil and other agricultural and energy commodities. The financial impact of these activities depends on the 
price of the commodities involved and our ability to physically receive or deliver those commodities.

Hedging arrangements expose us to risk of financial loss when the counterparty defaults on its contract or, in the case of 

exchange-traded contracts, when the expected differential between the price of the underlying commodity and physical 
commodity changes. Hedging activities can result in losses when a position is purchased in a declining market or sold in a 
rising market. Hedging losses may be offset by a decreased cash price for corn and natural gas and an increased cash price for 
ethanol, distillers grains, Ultra-High Protein and renewable corn oil. Depending on the circumstance, we vary the amount of 
hedging or other risk mitigation strategies we undertake and sometimes choose not to engage in hedging transactions at all.

Recent Developments

The following is a summary of our significant recent developments. Additional information about these items can be 

found elsewhere in this report or in previous reports filed with the SEC.

New Financing to Replace Existing Working Capital Facilities

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade, all of which are wholly 

owned subsidiaries, together with the company, as guarantor, entered into a five-year, $350.0 million senior secured 
sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions led by ING 
Capital LLC (“ING”) as Agent and ING, PNC Capital Markets LLC, Fifth Third Bank, National Association, Bank of 
America, N.A. and BMO Harris Bank, N.A., as Joint Lead Arrangers. This transaction refinanced the separate credit facilities 
previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. See further 
discussions in Note 12 - Debt of the financial statements.

Convertible Notes Conversion into Common Stock

On May 25, 2022, we gave notice calling for the redemption of all our outstanding 4.00% Convertible Senior Notes due 
2024, totaling an aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 
$1,000 of principal. From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00% Convertible Senior Notes were 
converted into approximately 4.3 million shares of common stock. The 4.00% notes were retired effective July 8, 2022. See 
further discussions in Note 12 - Debt of the financial statements.

During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 

4.125% Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for 
approximately 1.2 million shares of our common stock. Additionally, on September 1, 2022, the scheduled maturity of the 
4.125% notes, approximately $1.7 million aggregate principal amount was settled through a combination of $1.7 million in 
cash and approximately 15 thousand shares of our common stock. The remaining $23 thousand aggregate principal amount of 
the 4.125% notes and accrued interest were settled in cash. The 4.125% notes were retired effective September 1, 2022. See 
further discussions in Note 12 - Debt of the financial statements.

Operating Segments

Ethanol Production Segment

Industry Overview. Ethanol, also known as ethyl alcohol or grain alcohol, is a colorless liquid produced by fermenting 
carbohydrates found in a number of different types of grains, such as corn, wheat and sorghum, and other cellulosic matter 
found in plants. Most of the ethanol produced in the United States is made from corn, which can be handled efficiently and is 

in greater supply than other grains. Corn contains large quantities of carbohydrates that convert into glucose more easily than 

most other kinds of biomass. According to the USDA, on average, a 56 pound bushel of corn produces approximately 2.9 

gallons of ethanol, 17 pounds of dried distillers grains and 0.6 pounds of corn oil. Outside of the United States, sugarcane is 

the primary feedstock used to produce ethanol.

Ethanol is a significant component of the biofuels industry, which includes all transportation fuels derived from 

renewable biological materials. Ethanol is an excellent oxygenate and source of octane. When added to petroleum-based 

transportation fuels, oxygenates reduce vehicle emissions. Ethanol is the most economical oxygenate and source of octane 

available on the market and its production costs are competitive with gasoline.

Ethanol Plants. We operate eleven ethanol plants, located in six states, that produce ethanol, distillers grains, Ultra-High 

Protein and renewable corn oil.

Initial Operation or

͏Acquisition Date

Plant Production

͏Capacity (mmgy)

Plant Location

Atkinson, Nebraska

Central City, Nebraska (2)

Fairmont, Minnesota

Madison, Illinois

Mount Vernon, Indiana (2)

Obion, Tennessee (1)(2)

Otter Tail, Minnesota

Shenandoah, Iowa (1)(2)

Superior, Iowa (1)

Wood River, Nebraska (2)

York, Nebraska

Total

June 2013

July 2009

Nov. 2013

Sep. 2016

Sep. 2016

Nov. 2008

Mar. 2011

Aug. 2007

July 2008

Nov. 2013

Sep. 2016

Technology

Delta-T

ICM

Delta-T / ICM

Vogelbusch

Vogelbusch

Delta-T / ICM

ICM

ICM

Delta-T / ICM

Delta-T / ICM

Vogelbusch

55

116

119

90

90

120

55

82

60

121

50

958

(1) We constructed these three plants; all other ethanol plants were acquired.

(2) Also produces Ultra-High Protein.

Our business is directly affected by the supply and demand for ethanol and other fuels in the markets served by our 

assets. Miles driven typically increase during the spring and summer months related to vacation travel, followed closely by 

the fall season due to holiday travel. 

Corn Feedstock and Ethanol Production. Our plants use corn as feedstock in a dry mill ethanol production process. Each 

of our plants requires on average approximately 30 million bushels of corn annually, depending on its production capacity. 

The price and availability of corn are subject to significant fluctuations driven by a number of factors that affect commodity 

prices in general, including crop conditions, weather, governmental programs, freight costs and global demand. Ethanol 

producers are generally unable to pass increased corn costs to customers.

Our corn supply is obtained primarily from local markets. We use cash and forward purchase contracts with grain 

producers and elevators to buy corn. We maintain direct relationships with local farmers, grain elevators and cooperatives, 

which serve as our primary sources of grain feedstock, at nine of our ethanol plants. This allows us to purchase much of the 

corn we need directly from farmers throughout the year. At two of our ethanol plants, we contract with a third-party grain 

originator to supply the corn necessary for ethanol production. We intend to assume the responsibility for grain origination at 

these two locations after the existing contracts expire in November 2023. Each of our plants is also situated on rail lines or 

has other logistical solutions to access corn supplies from other regions of the country should local supplies become 

insufficient.

Corn is received at the plant by truck or rail then weighed and unloaded into a receiving building. Grain storage facilities 

are used to inventory grain that is passed through a scalper to remove rocks and debris prior to processing. The corn is then 

transported to a hammer mill where it is ground into flour and conveyed into a slurry tank for enzymatic processing. Water, 

heat and enzymes are added to convert the complex starch molecules into simpler carbohydrates. The slurry is heated to 

reduce the potential of microbial contamination and pumped into a liquefaction tank where additional enzymes are added. 

7

8

Risk Management and Hedging Activities

Our margins are highly dependent on commodity prices, particularly for ethanol, corn, distillers grains, Ultra-High 

Protein, renewable corn oil and natural gas. Since market price fluctuations among these commodities are not always 

correlated, ethanol production has been and may continue to be unprofitable at times. We use a variety of risk management 

tools and hedging strategies to monitor real-time operating price risk exposure at each of our operations to obtain favorable 

margins, when available.

We use forward contracts to sell a portion of our ethanol, distillers grains, Ultra-High Protein and renewable corn oil 

production or buy some of the corn, natural gas, or ethanol we need to partially offset commodity price volatility. We also 

engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol, soybean 

meal, soybean oil and other agricultural and energy commodities. The financial impact of these activities depends on the 

price of the commodities involved and our ability to physically receive or deliver those commodities.

Hedging arrangements expose us to risk of financial loss when the counterparty defaults on its contract or, in the case of 

exchange-traded contracts, when the expected differential between the price of the underlying commodity and physical 

commodity changes. Hedging activities can result in losses when a position is purchased in a declining market or sold in a 

rising market. Hedging losses may be offset by a decreased cash price for corn and natural gas and an increased cash price for 

ethanol, distillers grains, Ultra-High Protein and renewable corn oil. Depending on the circumstance, we vary the amount of 

hedging or other risk mitigation strategies we undertake and sometimes choose not to engage in hedging transactions at all.

Recent Developments

The following is a summary of our significant recent developments. Additional information about these items can be 

found elsewhere in this report or in previous reports filed with the SEC.

New Financing to Replace Existing Working Capital Facilities

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade, all of which are wholly 

owned subsidiaries, together with the company, as guarantor, entered into a five-year, $350.0 million senior secured 

sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions led by ING 

Capital LLC (“ING”) as Agent and ING, PNC Capital Markets LLC, Fifth Third Bank, National Association, Bank of 

America, N.A. and BMO Harris Bank, N.A., as Joint Lead Arrangers. This transaction refinanced the separate credit facilities 

previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. See further 

discussions in Note 12 - Debt of the financial statements.

Convertible Notes Conversion into Common Stock

On May 25, 2022, we gave notice calling for the redemption of all our outstanding 4.00% Convertible Senior Notes due 

2024, totaling an aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 

$1,000 of principal. From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00% Convertible Senior Notes were 

converted into approximately 4.3 million shares of common stock. The 4.00% notes were retired effective July 8, 2022. See 

further discussions in Note 12 - Debt of the financial statements.

During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 

4.125% Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for 

approximately 1.2 million shares of our common stock. Additionally, on September 1, 2022, the scheduled maturity of the 

4.125% notes, approximately $1.7 million aggregate principal amount was settled through a combination of $1.7 million in 

cash and approximately 15 thousand shares of our common stock. The remaining $23 thousand aggregate principal amount of 

the 4.125% notes and accrued interest were settled in cash. The 4.125% notes were retired effective September 1, 2022. See 

further discussions in Note 12 - Debt of the financial statements.

Operating Segments

Ethanol Production Segment

Industry Overview. Ethanol, also known as ethyl alcohol or grain alcohol, is a colorless liquid produced by fermenting 

carbohydrates found in a number of different types of grains, such as corn, wheat and sorghum, and other cellulosic matter 

found in plants. Most of the ethanol produced in the United States is made from corn, which can be handled efficiently and is 

in greater supply than other grains. Corn contains large quantities of carbohydrates that convert into glucose more easily than 
most other kinds of biomass. According to the USDA, on average, a 56 pound bushel of corn produces approximately 2.9 
gallons of ethanol, 17 pounds of dried distillers grains and 0.6 pounds of corn oil. Outside of the United States, sugarcane is 
the primary feedstock used to produce ethanol.

Ethanol is a significant component of the biofuels industry, which includes all transportation fuels derived from 
renewable biological materials. Ethanol is an excellent oxygenate and source of octane. When added to petroleum-based 
transportation fuels, oxygenates reduce vehicle emissions. Ethanol is the most economical oxygenate and source of octane 
available on the market and its production costs are competitive with gasoline.

Ethanol Plants. We operate eleven ethanol plants, located in six states, that produce ethanol, distillers grains, Ultra-High 

Protein and renewable corn oil.

Plant Location

Atkinson, Nebraska
Central City, Nebraska (2)
Fairmont, Minnesota

Madison, Illinois
Mount Vernon, Indiana (2)
Obion, Tennessee (1)(2)
Otter Tail, Minnesota
Shenandoah, Iowa (1)(2)
Superior, Iowa (1)
Wood River, Nebraska (2)
York, Nebraska

Total

Initial Operation or
͏Acquisition Date
June 2013

July 2009

Nov. 2013

Sep. 2016

Sep. 2016

Nov. 2008

Mar. 2011

Aug. 2007

July 2008

Nov. 2013

Sep. 2016

Technology

Delta-T

ICM

Delta-T / ICM

Vogelbusch

Vogelbusch

ICM

Delta-T / ICM

ICM

Delta-T / ICM

Delta-T / ICM

Vogelbusch

Plant Production
͏Capacity (mmgy)
55

116

119

90

90

120

55

82

60

121

50

958

(1) We constructed these three plants; all other ethanol plants were acquired.
(2) Also produces Ultra-High Protein.

Our business is directly affected by the supply and demand for ethanol and other fuels in the markets served by our 
assets. Miles driven typically increase during the spring and summer months related to vacation travel, followed closely by 
the fall season due to holiday travel. 

Corn Feedstock and Ethanol Production. Our plants use corn as feedstock in a dry mill ethanol production process. Each 

of our plants requires on average approximately 30 million bushels of corn annually, depending on its production capacity. 
The price and availability of corn are subject to significant fluctuations driven by a number of factors that affect commodity 
prices in general, including crop conditions, weather, governmental programs, freight costs and global demand. Ethanol 
producers are generally unable to pass increased corn costs to customers.

Our corn supply is obtained primarily from local markets. We use cash and forward purchase contracts with grain 
producers and elevators to buy corn. We maintain direct relationships with local farmers, grain elevators and cooperatives, 
which serve as our primary sources of grain feedstock, at nine of our ethanol plants. This allows us to purchase much of the 
corn we need directly from farmers throughout the year. At two of our ethanol plants, we contract with a third-party grain 
originator to supply the corn necessary for ethanol production. We intend to assume the responsibility for grain origination at 
these two locations after the existing contracts expire in November 2023. Each of our plants is also situated on rail lines or 
has other logistical solutions to access corn supplies from other regions of the country should local supplies become 
insufficient.

Corn is received at the plant by truck or rail then weighed and unloaded into a receiving building. Grain storage facilities 

are used to inventory grain that is passed through a scalper to remove rocks and debris prior to processing. The corn is then 
transported to a hammer mill where it is ground into flour and conveyed into a slurry tank for enzymatic processing. Water, 
heat and enzymes are added to convert the complex starch molecules into simpler carbohydrates. The slurry is heated to 
reduce the potential of microbial contamination and pumped into a liquefaction tank where additional enzymes are added. 

7

8

Next, the grain slurry is pumped into fermenters, where yeast, enzymes, and nutrients are added and the fermentation process 
is started. A beer column, within the distillation system, separates the alcohol from the spent grain mash. The alcohol is 
dehydrated to 200-proof alcohol and either pumped into a holding tank and blended with approximately 2% denaturant as it is 
pumped into finished product storage tanks, or marketed as industrial or undenatured ethanol.

Distillers Grains. The spent grain mash is pumped from the beer column into a decanter-type centrifuge for dewatering. 
The water, or thin stillage, is pumped from the centrifuge into an evaporator, where it is concentrated into a thick syrup. The 
solids, or wet cake, that exit the centrifuge are conveyed to the dryer system and dried at varying temperatures to produce 
distillers grains. Syrup is reapplied to the wet cake prior to drying to provide additional nutrients. Distillers grains, the 
principal co-product of the ethanol production process, are used as mid-protein, high-energy animal feed and marketed to the 
dairy, beef, swine and poultry industries. 

We can produce three forms of distillers grains, depending on the number of times the solids are passed through the dryer 

system:

•

wet distillers grains, which contain approximately 65% to 70% moisture, have a shelf life of approximately three 
days and is therefore sold to dairies or feedlots within the immediate vicinity of our plants;

• modified wet distillers grains, which is dried further to approximately 50% to 55% moisture, have a shelf life of 

approximately three weeks and are marketed to regional dairies and feedlots; and

•

dried distillers grains, which have been dried more extensively to approximately 10% to 12% moisture, have an 
almost indefinite shelf life and may be stored, sold and shipped to any market.

Ultra-High Protein. Ultra-High Protein is corn fermented protein produced by further processing of the spent grain mash 

from the beer column. The spent grain is processed using FQT’s MSCTM technology, which contains a series of screening 
equipment to remove fiber from the spent grain which is sent to the distillers grain dryer. The remaining product is washed 
and clarified into a wet protein stream which is dried in a ring dryer to produce Ultra-High Protein meal. The product 
typically has protein concentration of 50% or greater and yields of approximately 3.8 pounds per bushel have been achieved.

Renewable Corn Oil. Renewable corn oil systems extract non-edible renewable corn oil from the thin stillage 

evaporation process immediately before the production of distillers grains. Renewable corn oil is produced by processing the 
syrup through a decanter-style, or disk-stack, centrifuge. The centrifuges separate the relatively light renewable corn oil from 
the heavier components of the syrup. We extract on average approximately 0.9 pounds of renewable corn oil per bushel of 
corn used to produce ethanol. For our locations that have deployed FQT’s MSC™ technology, we have achieved renewable 
corn oil yields of 1.1 pounds of renewable corn oil per bushel and anticipate similar yields as we deploy FQT’s MSC™ 
technology across our platform. Industrial uses for renewable corn oil include feedstock for renewable diesel, biodiesel and 
livestock feed additives. The syrup is blended into wet, modified wet or dried distillers grains.

Natural Gas. Depending on production parameters, our ethanol plants use on average approximately 29,000 BTUs of 
natural gas per gallon of production. We have service agreements to acquire the natural gas we need and transport the gas 
through pipelines to our plants.

Electricity. Our plants require on average approximately 0.8 kilowatt hours of electricity per gallon of production. Local 

utilities supply the necessary electricity to all of our ethanol plants. 

Water. While some of our plants satisfy a majority of their water requirements from wells located on their respective 
properties, each plant also obtains drinkable water from local municipal water sources. Each facility either uses city water or 
operates a filtration system to purify the well water that is used for its operations. Local municipalities supply all of the 
necessary water for our plants that do not have onsite wells. Most of the water used in an ethanol plant is recycled in the 
production process.

Agribusiness and Energy Services Segment

Our agribusiness and energy services segment includes grain storage at our ethanol plants of approximately 25.3 million 

bushels, detailed in the following table:

On-Site Grain Storage Capacity 

͏(thousands of bushels)

Facility Location

Atkinson, Nebraska

Central City, Nebraska

Fairmont, Minnesota

Madison, Illinois

Mount Vernon, Indiana

Obion, Tennessee

Otter Tail, Minnesota

Shenandoah, Iowa

Superior, Iowa

Wood River, Nebraska

York, Nebraska

Total

5,109

1,400

1,611

1,015

1,034

8,168

628

886

1,770

3,293

365

25,279

We buy bulk grain, primarily corn, from area producers, and provide grain drying and storage services to those 

producers. The grain is used as feedstock for our ethanol plants. Bulk grain commodities are traded on commodity exchanges 

and inventory values are affected by changes in these markets. To mitigate risks related to market fluctuations from purchase 

and sale commitments of grain, as well as grain held in inventory, we enter into exchange-traded futures and options 

contracts that function as economic and designated accounting hedges at times.

Seasonality is present within our agribusiness operations. The fall harvest period typically results in higher handling 

margins and stronger financial results during the fourth quarter of each year.

Through Green Plains Trade, we market the ethanol we and a third party produce to local, regional, national and 

international customers. We also purchase ethanol from independent producers for pricing arbitrage. We sell to various 

markets under sales agreements with integrated energy companies; retailers, traders and resellers in the United States and 

buyers for export to Brazil, Canada, Philippines, India, Europe and other international markets. Under these agreements, 

ethanol is priced under both fixed and indexed pricing arrangements. 

We market distillers grains to local, national and international markets through Green Plains Trade. The bulk of our 

demand is delivered to geographic regions that do not have significant local corn or distillers grains production. We sell to 

international markets indirectly through exporters. Access to diversified markets allows us to sell product to customers 

offering the highest net price.

Also, through Green Plains Trade, our renewable corn oil is sold primarily to renewable diesel and biodiesel plants and, 

to a lesser extent, feedlot and poultry markets. We transport our renewable corn oil by truck to locations in a close proximity 

to our ethanol plants primarily in the southeastern and midwestern regions of the United States. We also transport renewable 

corn oil by rail and barges to national markets as well as to exporters for shipment on vessels to international markets.

Through Green Plains Trade, we provide marketing services of natural gas to our ethanol plants and to other third parties 

including the procurement of both the pipeline capacity and natural gas. We also enhance the value by aggregating volumes 

at various storage facilities which can be sold to either the plants or various intermediary markets and end markets.

Our railcar fleet consists of approximately 510 leased hopper cars to transport distillers grains and Ultra-High Protein, 70 

leased hopper cars to transport corn and approximately 100 leased tank cars to transport renewable corn oil. The initial terms 

of the lease contracts are for periods up to five years and the weighted average remaining lease terms on these cars was 

approximately 3 years as of December 31, 2022.

9

10

Next, the grain slurry is pumped into fermenters, where yeast, enzymes, and nutrients are added and the fermentation process 

Agribusiness and Energy Services Segment

is started. A beer column, within the distillation system, separates the alcohol from the spent grain mash. The alcohol is 

dehydrated to 200-proof alcohol and either pumped into a holding tank and blended with approximately 2% denaturant as it is 

Our agribusiness and energy services segment includes grain storage at our ethanol plants of approximately 25.3 million 

pumped into finished product storage tanks, or marketed as industrial or undenatured ethanol.

bushels, detailed in the following table:

Distillers Grains. The spent grain mash is pumped from the beer column into a decanter-type centrifuge for dewatering. 

The water, or thin stillage, is pumped from the centrifuge into an evaporator, where it is concentrated into a thick syrup. The 

solids, or wet cake, that exit the centrifuge are conveyed to the dryer system and dried at varying temperatures to produce 

distillers grains. Syrup is reapplied to the wet cake prior to drying to provide additional nutrients. Distillers grains, the 

principal co-product of the ethanol production process, are used as mid-protein, high-energy animal feed and marketed to the 

dairy, beef, swine and poultry industries. 

We can produce three forms of distillers grains, depending on the number of times the solids are passed through the dryer 

system:

•

wet distillers grains, which contain approximately 65% to 70% moisture, have a shelf life of approximately three 

days and is therefore sold to dairies or feedlots within the immediate vicinity of our plants;

• modified wet distillers grains, which is dried further to approximately 50% to 55% moisture, have a shelf life of 

approximately three weeks and are marketed to regional dairies and feedlots; and

•

dried distillers grains, which have been dried more extensively to approximately 10% to 12% moisture, have an 

almost indefinite shelf life and may be stored, sold and shipped to any market.

Ultra-High Protein. Ultra-High Protein is corn fermented protein produced by further processing of the spent grain mash 

from the beer column. The spent grain is processed using FQT’s MSCTM technology, which contains a series of screening 

equipment to remove fiber from the spent grain which is sent to the distillers grain dryer. The remaining product is washed 

and clarified into a wet protein stream which is dried in a ring dryer to produce Ultra-High Protein meal. The product 

typically has protein concentration of 50% or greater and yields of approximately 3.8 pounds per bushel have been achieved.

Renewable Corn Oil. Renewable corn oil systems extract non-edible renewable corn oil from the thin stillage 

evaporation process immediately before the production of distillers grains. Renewable corn oil is produced by processing the 

syrup through a decanter-style, or disk-stack, centrifuge. The centrifuges separate the relatively light renewable corn oil from 

the heavier components of the syrup. We extract on average approximately 0.9 pounds of renewable corn oil per bushel of 

corn used to produce ethanol. For our locations that have deployed FQT’s MSC™ technology, we have achieved renewable 

corn oil yields of 1.1 pounds of renewable corn oil per bushel and anticipate similar yields as we deploy FQT’s MSC™ 

technology across our platform. Industrial uses for renewable corn oil include feedstock for renewable diesel, biodiesel and 

livestock feed additives. The syrup is blended into wet, modified wet or dried distillers grains.

Natural Gas. Depending on production parameters, our ethanol plants use on average approximately 29,000 BTUs of 

natural gas per gallon of production. We have service agreements to acquire the natural gas we need and transport the gas 

through pipelines to our plants.

Electricity. Our plants require on average approximately 0.8 kilowatt hours of electricity per gallon of production. Local 

utilities supply the necessary electricity to all of our ethanol plants. 

Water. While some of our plants satisfy a majority of their water requirements from wells located on their respective 

properties, each plant also obtains drinkable water from local municipal water sources. Each facility either uses city water or 

operates a filtration system to purify the well water that is used for its operations. Local municipalities supply all of the 

necessary water for our plants that do not have onsite wells. Most of the water used in an ethanol plant is recycled in the 

production process.

Facility Location
Atkinson, Nebraska
Central City, Nebraska
Fairmont, Minnesota
Madison, Illinois
Mount Vernon, Indiana
Obion, Tennessee
Otter Tail, Minnesota
Shenandoah, Iowa
Superior, Iowa
Wood River, Nebraska
York, Nebraska

Total

On-Site Grain Storage Capacity 
͏(thousands of bushels)
5,109
1,400
1,611
1,015
1,034
8,168
628
886
1,770
3,293
365
25,279

We buy bulk grain, primarily corn, from area producers, and provide grain drying and storage services to those 

producers. The grain is used as feedstock for our ethanol plants. Bulk grain commodities are traded on commodity exchanges 
and inventory values are affected by changes in these markets. To mitigate risks related to market fluctuations from purchase 
and sale commitments of grain, as well as grain held in inventory, we enter into exchange-traded futures and options 
contracts that function as economic and designated accounting hedges at times.

Seasonality is present within our agribusiness operations. The fall harvest period typically results in higher handling 

margins and stronger financial results during the fourth quarter of each year.

Through Green Plains Trade, we market the ethanol we and a third party produce to local, regional, national and 
international customers. We also purchase ethanol from independent producers for pricing arbitrage. We sell to various 
markets under sales agreements with integrated energy companies; retailers, traders and resellers in the United States and 
buyers for export to Brazil, Canada, Philippines, India, Europe and other international markets. Under these agreements, 
ethanol is priced under both fixed and indexed pricing arrangements. 

We market distillers grains to local, national and international markets through Green Plains Trade. The bulk of our 
demand is delivered to geographic regions that do not have significant local corn or distillers grains production. We sell to 
international markets indirectly through exporters. Access to diversified markets allows us to sell product to customers 
offering the highest net price.

Also, through Green Plains Trade, our renewable corn oil is sold primarily to renewable diesel and biodiesel plants and, 
to a lesser extent, feedlot and poultry markets. We transport our renewable corn oil by truck to locations in a close proximity 
to our ethanol plants primarily in the southeastern and midwestern regions of the United States. We also transport renewable 
corn oil by rail and barges to national markets as well as to exporters for shipment on vessels to international markets.

Through Green Plains Trade, we provide marketing services of natural gas to our ethanol plants and to other third parties 

including the procurement of both the pipeline capacity and natural gas. We also enhance the value by aggregating volumes 
at various storage facilities which can be sold to either the plants or various intermediary markets and end markets.

Our railcar fleet consists of approximately 510 leased hopper cars to transport distillers grains and Ultra-High Protein, 70 
leased hopper cars to transport corn and approximately 100 leased tank cars to transport renewable corn oil. The initial terms 
of the lease contracts are for periods up to five years and the weighted average remaining lease terms on these cars was 
approximately 3 years as of December 31, 2022.

9

10

Partnership Segment

Our partnership segment provides fuel storage and transportation services through (i) 27 ethanol storage facilities located 
at or near our eleven ethanol plants, (ii) two fuel terminal facilities located near major rail lines, and (iii) a leased railcar fleet 
and other transportation assets. 

Transportation and Delivery. Most of our ethanol plants are situated near major highways or rail lines to ensure efficient 
product movement. We are able to move product from our ethanol plants to bulk terminals via truck, railcar or barge. We also 
manage the logistics and transportation requirements of our customers to improve our fleet’s efficiency and reduce operating 
costs. 

Deliveries within 150 miles of our plants and the partnership’s fuel terminal facilities are generally transported by truck. 
Deliveries to distant markets are shipped using major U.S. rail carriers that can switch cars to other major railroads, allowing 
our plants to ship product throughout the United States and to international export terminals. 

As of December 31, 2022, the partnership’s leased railcar fleet consisted of approximately 2,500 railcars with an 

aggregate capacity of 75.0 mmg. We expect the partnership’s railcar volumetric capacity to fluctuate over the normal course 
of business as the existing railcar leases expire and we enter into or acquire new railcar leases. 

Foreign Ethanol Competitors

Terminal and Distribution Services. Ethanol is transported from the partnership’s terminals to third-party terminal racks 

world after the United States. Brazil primarily produces ethanol made from sugarcane, which may be less expensive to 

where it is blended with gasoline and transferred to the loading rack for delivery by truck to retail gas stations. The 
partnership owns and operates fuel holding tanks and terminals, and provides terminal services and logistics solutions to 
markets that do not have efficient access to renewable fuels. The partnership owns and operates fuel terminals at two 
locations in two states with combined storage capacity of approximately 6.7 mmg and throughput capacity of approximately 
480 mmgy. We also have 27 ethanol storage facilities located at or near our eleven ethanol plants with a combined storage 
capacity of approximately 25.1 mmg to support current ethanol production capacity of approximately 958 mmgy.

Other Competition

Facility Location

Fuel Terminals
Birmingham, Alabama - Unit Train Terminal

Collins, Mississippi

Ethanol Plants
Atkinson, Nebraska (1)
Central City, Nebraska
Fairmont, Minnesota

Madison, Illinois

Mount Vernon, Indiana

Obion, Tennessee

Otter Tail, Minnesota

Shenandoah, Iowa

Superior, Iowa

Wood River, Nebraska

York, Nebraska

Total

Storage Capacity 
͏(thousands of gallons)

6,542

180

2,074

2,250

3,124

2,855

2,855

3,000

2,000

1,524

1,238

3,124

1,100

31,866

(1) The ethanol storage facility is located approximately 16 miles from the ethanol plant.

For more information about our segments, refer to Item 7. - Management’s Discussion and Analysis of Financial 

Condition and Results of Operations in this report.

11

12

Our Competition 

Domestic Ethanol Competitors

We are one of the largest consolidated owners of ethanol plants in the United States. We compete with other domestic 

ethanol producers in a highly fragmented industry. Our competitors also include plants owned by farmers, cooperatives, oil 

refiners and retail fuel operators. These competitors may continue to operate their plants even when market conditions are not 

favorable due to the benefits realized from their other operations.

As of December 31, 2022, the top four producers accounted for approximately 41% of the domestic production capacity 

with production capacities ranging from 958 mmgy to 2,811 mmgy. Demand for corn from ethanol plants and other corn 

consumers exists in all areas and regions in which we operate. According to the Renewable Fuels Association, there were 116 

operational plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee, which are the states where we have 

production facilities as of December 31, 2022. The largest concentration of operational plants is located in Iowa, Nebraska 

and Illinois, where approximately 51% of all operational production capacity is located.

We also compete globally with production from other countries. Brazil is the second largest ethanol producer in the 

produce than ethanol made from corn depending on feedstock prices. Under the RFS, certain parties are obligated to meet an 

advanced biofuel standard, and Brazilian sugarcane ethanol qualifies as an advanced biofuel. Any significant additional 

ethanol production capacity, or reduced demand for gasoline, could create excess supply in world markets, resulting in lower 

ethanol prices throughout the world, including the United States. 

Alternative fuels, gasoline oxygenates and ethanol production methods are continually under development. Ethanol 

production technologies also continue to evolve. We expect changes to occur primarily in the area of cellulosic ethanol, 

which is made from biomass such as switch grass or fast-growing poplar trees, or from biodigesters at landfills or livestock 

production facilities. Since all of our plants are designed as single-feedstock facilities, adapting our plants for a different 

feedstock or process system would require additional capital investments and retooling which could be cost prohibitive, and 

would require new RFS pathways to be approved by the EPA.

Regulatory Matters 

Government Ethanol Programs and Policies

We are sensitive to governmental policies that impact ethanol, feedstocks for renewable fuels and decarbonization, which 

in turn may impact the volume of ethanol and other ingredients we produce. Legislation and regulatory rule making at the 

federal, state and international level can impact us across all business segments. Refer to Item 7. - Management’s Discussion 

and Analysis of Financial Condition and Results of Operations in this report for detailed discussion of these topics.

Environmental and Other Regulation

Our ethanol production, agribusiness and energy services, and partnership segment activities are subject to various and 

extensive environmental and other regulations. We obtain and maintain various environmental permits to operate our plants 

and other facilities. Ethanol production involves the emission of various airborne pollutants, including particulate, carbon 

dioxide, oxides of nitrogen, hazardous air pollutants and volatile organic compounds. While all eleven of our plants have 

grandfathered pathways allowing them to operate under their current authorized capacity under the RFS mandate, operating 

above these capacities requires an Efficient Producer Pathway and a 20% reduction in GHG emissions from a 2005 baseline. 

Four of our plants currently maintain Efficient Producer Pathways to operate at increased capacities. 

CARB began implementation of the California LCFS in 2011, which aims to decrease the CI of transportation fuel in the 

state. In 2018, CARB strengthened GHG benchmarks to 20% reduction vs 1990 levels by 2030. The most recent Scoping 

Plan from CARB in 2022 sets a target of 85% GHG reductions vs 1990 levels no later than 2045.

We employ maintenance and operations personnel at each of our plants. In addition to the attention we place on the 

Partnership Segment

Our Competition 

Our partnership segment provides fuel storage and transportation services through (i) 27 ethanol storage facilities located 

Domestic Ethanol Competitors

at or near our eleven ethanol plants, (ii) two fuel terminal facilities located near major rail lines, and (iii) a leased railcar fleet 

and other transportation assets. 

Transportation and Delivery. Most of our ethanol plants are situated near major highways or rail lines to ensure efficient 

product movement. We are able to move product from our ethanol plants to bulk terminals via truck, railcar or barge. We also 

manage the logistics and transportation requirements of our customers to improve our fleet’s efficiency and reduce operating 

costs. 

Deliveries within 150 miles of our plants and the partnership’s fuel terminal facilities are generally transported by truck. 

Deliveries to distant markets are shipped using major U.S. rail carriers that can switch cars to other major railroads, allowing 

our plants to ship product throughout the United States and to international export terminals. 

We are one of the largest consolidated owners of ethanol plants in the United States. We compete with other domestic 
ethanol producers in a highly fragmented industry. Our competitors also include plants owned by farmers, cooperatives, oil 
refiners and retail fuel operators. These competitors may continue to operate their plants even when market conditions are not 
favorable due to the benefits realized from their other operations.

As of December 31, 2022, the top four producers accounted for approximately 41% of the domestic production capacity 

with production capacities ranging from 958 mmgy to 2,811 mmgy. Demand for corn from ethanol plants and other corn 
consumers exists in all areas and regions in which we operate. According to the Renewable Fuels Association, there were 116 
operational plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee, which are the states where we have 
production facilities as of December 31, 2022. The largest concentration of operational plants is located in Iowa, Nebraska 
and Illinois, where approximately 51% of all operational production capacity is located.

As of December 31, 2022, the partnership’s leased railcar fleet consisted of approximately 2,500 railcars with an 

aggregate capacity of 75.0 mmg. We expect the partnership’s railcar volumetric capacity to fluctuate over the normal course 

Foreign Ethanol Competitors

of business as the existing railcar leases expire and we enter into or acquire new railcar leases. 

Terminal and Distribution Services. Ethanol is transported from the partnership’s terminals to third-party terminal racks 

where it is blended with gasoline and transferred to the loading rack for delivery by truck to retail gas stations. The 

partnership owns and operates fuel holding tanks and terminals, and provides terminal services and logistics solutions to 

markets that do not have efficient access to renewable fuels. The partnership owns and operates fuel terminals at two 

locations in two states with combined storage capacity of approximately 6.7 mmg and throughput capacity of approximately 

480 mmgy. We also have 27 ethanol storage facilities located at or near our eleven ethanol plants with a combined storage 

We also compete globally with production from other countries. Brazil is the second largest ethanol producer in the 

world after the United States. Brazil primarily produces ethanol made from sugarcane, which may be less expensive to 
produce than ethanol made from corn depending on feedstock prices. Under the RFS, certain parties are obligated to meet an 
advanced biofuel standard, and Brazilian sugarcane ethanol qualifies as an advanced biofuel. Any significant additional 
ethanol production capacity, or reduced demand for gasoline, could create excess supply in world markets, resulting in lower 
ethanol prices throughout the world, including the United States. 

capacity of approximately 25.1 mmg to support current ethanol production capacity of approximately 958 mmgy.

Other Competition

Storage Capacity 

͏(thousands of gallons)

Alternative fuels, gasoline oxygenates and ethanol production methods are continually under development. Ethanol 
production technologies also continue to evolve. We expect changes to occur primarily in the area of cellulosic ethanol, 
which is made from biomass such as switch grass or fast-growing poplar trees, or from biodigesters at landfills or livestock 
production facilities. Since all of our plants are designed as single-feedstock facilities, adapting our plants for a different 
feedstock or process system would require additional capital investments and retooling which could be cost prohibitive, and 
would require new RFS pathways to be approved by the EPA.

Regulatory Matters 

Government Ethanol Programs and Policies

We are sensitive to governmental policies that impact ethanol, feedstocks for renewable fuels and decarbonization, which 

in turn may impact the volume of ethanol and other ingredients we produce. Legislation and regulatory rule making at the 
federal, state and international level can impact us across all business segments. Refer to Item 7. - Management’s Discussion 
and Analysis of Financial Condition and Results of Operations in this report for detailed discussion of these topics.

Environmental and Other Regulation

Our ethanol production, agribusiness and energy services, and partnership segment activities are subject to various and 
extensive environmental and other regulations. We obtain and maintain various environmental permits to operate our plants 
and other facilities. Ethanol production involves the emission of various airborne pollutants, including particulate, carbon 
dioxide, oxides of nitrogen, hazardous air pollutants and volatile organic compounds. While all eleven of our plants have 
grandfathered pathways allowing them to operate under their current authorized capacity under the RFS mandate, operating 
above these capacities requires an Efficient Producer Pathway and a 20% reduction in GHG emissions from a 2005 baseline. 
Four of our plants currently maintain Efficient Producer Pathways to operate at increased capacities. 

CARB began implementation of the California LCFS in 2011, which aims to decrease the CI of transportation fuel in the 

state. In 2018, CARB strengthened GHG benchmarks to 20% reduction vs 1990 levels by 2030. The most recent Scoping 
Plan from CARB in 2022 sets a target of 85% GHG reductions vs 1990 levels no later than 2045.

We employ maintenance and operations personnel at each of our plants. In addition to the attention we place on the 

11

12

Birmingham, Alabama - Unit Train Terminal

Facility Location

Fuel Terminals

Collins, Mississippi

Ethanol Plants

Atkinson, Nebraska (1)

Central City, Nebraska

Fairmont, Minnesota

Madison, Illinois

Mount Vernon, Indiana

Obion, Tennessee

Otter Tail, Minnesota

Shenandoah, Iowa

Superior, Iowa

Wood River, Nebraska

York, Nebraska

Total

6,542

180

2,074

2,250

3,124

2,855

2,855

3,000

2,000

1,524

1,238

3,124

1,100

31,866

(1) The ethanol storage facility is located approximately 16 miles from the ethanol plant.

For more information about our segments, refer to Item 7. - Management’s Discussion and Analysis of Financial 

Condition and Results of Operations in this report.

health and safety of our employees, the operations of our facilities are regulated by the Occupational Safety and Health 
Administration.

Risks Related to our Business and Industry

Exclusive Partnerships and Joint Ventures

High Protein and renewable corn oil.

Our margins are dependent on managing the spread between the price of corn, natural gas, ethanol, distillers grains, Ultra-

In 2021, we formed a 50/50 JV with Tharaldson Ethanol, which will own the MSC™ technology assets added adjacent 
to the Tharaldson Ethanol plant in North Dakota to produce Ultra-High Protein and increase renewable corn oil yields. We 
anticipate these assets will be operational in early 2024. 

In 2020, we acquired a majority interest in FQT. The acquisition capitalized on the core strengths of each company to 

government policies in the United States and around the world, over which we have no control. Price volatility of these 

develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand 
installation and production of FQT’s MSC™ and CSTTM  technology at certain locations across our platform, as well as offer 
certain of these technologies to partnering biofuel facilities.

Human Capital Resources

The attraction, retention and development of employees is critical to our success. We accomplish this, in part, by our 
competitive compensation practices, training initiatives, and growth opportunities within the company. On December 31, 
2022, we had 902 full-time, part-time, temporary and seasonal employees, including 172 employees at our corporate office in 
Omaha, Nebraska. 

Workforce Health and Safety

We take workplace safety very seriously and our robust safety program means that we are constantly evaluating our 

safety protocols in an effort to keep our facilities safe for our workers.

We continue to monitor the impact of the COVID-19 pandemic on our teammates and within our operations, and 

proactively modify or adopt new practices to promote their health and safety.

Compensation and Benefits

As part of our compensation philosophy, we believe that we must offer and maintain market competitive compensation 
and benefit programs for our employees in order to attract and retain superior talent. In addition to competitive base wages, 
additional programs include the 2019 Equity Incentive Plan, a company matched 401(k) Plan, healthcare and insurance 
benefits, flexible spending accounts, paid time off, bonding leave, and employee assistance programs.

Diversity and Inclusion

We are committed to our continued efforts to increase diversity and foster an inclusive work environment that supports 

the workforce and the communities we serve. We recruit the best qualified employees regardless of gender, ethnicity or other 
protected traits and it is our policy to fully comply with all laws applicable to discrimination in the workplace. 

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to 
those reports are available on our website at www.gpreinc.com shortly after we file or furnish the information with the SEC. 
You can also find the charters of our audit, compensation and nominating committees, as well as our code of ethics in the 
corporate governance section of our website. The information found on our website is not part of this or any other report we 
file with or furnish to the SEC. For more information on our partnership, please visit www.greenplainspartners.com. 
Alternatively, investors may visit the SEC website at www.sec.gov to access our reports, proxy and information statements 
filed with the SEC.

Item 1A. Risk Factors.

We operate in an industry that has numerous risks, many of which are beyond our control or are driven by factors that 

government regulations. Significant disruptions in natural gas supply could impair our ability to produce ethanol. 

cannot always be predicted. Investors should carefully consider all of the risk factors in conjunction with the other 
information included in this report as our financial results and condition or market value could be adversely affected if any of 
these risks were to occur.

13

14

Our operating results are highly sensitive to the spread between the corn and natural gas we purchase, and the ethanol, 

distillers grains, Ultra-High Protein and renewable corn oil we sell. Price and supply are subject to various market forces, 

such as weather, domestic and global demand, global political or economic issues, including but not limited to the war in 

Ukraine including sanctions associated therewith, shortages, export prices, crude oil prices, currency valuations and 

commodities may cause our operating results to fluctuate substantially. Increases in corn or natural gas prices or decreases in 

ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices may make it unprofitable to operate. No assurance 

can be given that we will purchase corn and natural gas or sell ethanol, distillers grains, Ultra-High Protein and renewable 

corn oil at or near prices which would provide us with positive margins. Consequently, our results of operations and financial 

position may be adversely affected by increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-

High Protein and renewable corn oil prices.

We continuously monitor the margins at our ethanol plants using a variety of risk management tools and hedging 

strategies when appropriate. Should our combined revenue from ethanol, distillers grains, Ultra-High Protein and renewable 

corn oil fall below our cost of production, we could decide to slow or suspend production at some or all of our ethanol plants, 

which could also adversely affect our results of operations and financial position.

The products we buy and sell are subject to price volatility and uncertainty. 

Our operating results are highly sensitive to commodity prices.

Corn. We are generally unable to pass increased corn costs to our customers since ethanol competes with other fuels. We 

continue to see considerable price volatility in corn prices. Ethanol plants, livestock industries and other corn-consuming 

enterprises put significant price pressure on local corn markets. In addition, local corn supplies and prices could be adversely 

affected by, but not limited to, prices for alternative crops, increasing input costs, changes in government policies, shifts in 

global supply and demand, global political or economic issues, including but not limited to the war in Ukraine including 

sanctions associated therewith, or global or regional growing conditions, such as plant disease, pests or adverse weather, 

including drought, as well as global conflicts.

Ethanol. Our revenues are dependent on market prices for ethanol which can be volatile as a result of a number of 

factors, including but not limited to: the price and availability of competing fuels; the overall supply and demand for ethanol, 

gasoline and corn; the price of gasoline, crude oil and corn; global political or economic issues, including but not limited to 

the war in Ukraine including sanctions associated therewith, and government policies.

Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octanes and, to a lesser 

extent, a gasoline substitute. Consequently, gasoline supply and demand can affect the price of ethanol. Should gasoline 

prices or demand change significantly, our results of operations could be materially impacted. 

Ethanol imports also affect domestic supply and demand. Imported ethanol is not subject to an import tariff and, under 

the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard.

Distillers Grains. Distillers grains compete with other protein-based animal feed products. Downward pressure on other 

commodity prices, such as corn, soybean meal, and other feed ingredients, will generally cause the price of competing animal 

feed products to decline, resulting in downward pressure on the price of distillers grains. Occasionally, the price of distillers 

grains will lag behind fluctuations in corn or other feedstock prices, lowering our cost recovery percentage. Additionally, 

exports of distiller grains could be impacted by the enactment of foreign policy.

Natural Gas. The price and availability of natural gas are subject to volatile market conditions. These market conditions 

are often affected by factors beyond our control, such as weather, drilling economics, overall economic conditions and 

Furthermore, increases in natural gas prices or changes in our cost relative to our competitors cannot be passed on to our 

customers, which may adversely affect our results of operations and financial position.

health and safety of our employees, the operations of our facilities are regulated by the Occupational Safety and Health 

Risks Related to our Business and Industry

Administration.

Exclusive Partnerships and Joint Ventures

Our margins are dependent on managing the spread between the price of corn, natural gas, ethanol, distillers grains, Ultra-
High Protein and renewable corn oil.

In 2021, we formed a 50/50 JV with Tharaldson Ethanol, which will own the MSC™ technology assets added adjacent 

Our operating results are highly sensitive to the spread between the corn and natural gas we purchase, and the ethanol, 

distillers grains, Ultra-High Protein and renewable corn oil we sell. Price and supply are subject to various market forces, 
such as weather, domestic and global demand, global political or economic issues, including but not limited to the war in 
Ukraine including sanctions associated therewith, shortages, export prices, crude oil prices, currency valuations and 
government policies in the United States and around the world, over which we have no control. Price volatility of these 
commodities may cause our operating results to fluctuate substantially. Increases in corn or natural gas prices or decreases in 
ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices may make it unprofitable to operate. No assurance 
can be given that we will purchase corn and natural gas or sell ethanol, distillers grains, Ultra-High Protein and renewable 
corn oil at or near prices which would provide us with positive margins. Consequently, our results of operations and financial 
position may be adversely affected by increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-
High Protein and renewable corn oil prices.

We continuously monitor the margins at our ethanol plants using a variety of risk management tools and hedging 
strategies when appropriate. Should our combined revenue from ethanol, distillers grains, Ultra-High Protein and renewable 
corn oil fall below our cost of production, we could decide to slow or suspend production at some or all of our ethanol plants, 
which could also adversely affect our results of operations and financial position.

The products we buy and sell are subject to price volatility and uncertainty. 

Our operating results are highly sensitive to commodity prices.

Corn. We are generally unable to pass increased corn costs to our customers since ethanol competes with other fuels. We 

continue to see considerable price volatility in corn prices. Ethanol plants, livestock industries and other corn-consuming 
enterprises put significant price pressure on local corn markets. In addition, local corn supplies and prices could be adversely 
affected by, but not limited to, prices for alternative crops, increasing input costs, changes in government policies, shifts in 
global supply and demand, global political or economic issues, including but not limited to the war in Ukraine including 
sanctions associated therewith, or global or regional growing conditions, such as plant disease, pests or adverse weather, 
including drought, as well as global conflicts.

Ethanol. Our revenues are dependent on market prices for ethanol which can be volatile as a result of a number of 
factors, including but not limited to: the price and availability of competing fuels; the overall supply and demand for ethanol, 
gasoline and corn; the price of gasoline, crude oil and corn; global political or economic issues, including but not limited to 
the war in Ukraine including sanctions associated therewith, and government policies.

the workforce and the communities we serve. We recruit the best qualified employees regardless of gender, ethnicity or other 

Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octanes and, to a lesser 

extent, a gasoline substitute. Consequently, gasoline supply and demand can affect the price of ethanol. Should gasoline 
prices or demand change significantly, our results of operations could be materially impacted. 

Ethanol imports also affect domestic supply and demand. Imported ethanol is not subject to an import tariff and, under 
the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard.

Distillers Grains. Distillers grains compete with other protein-based animal feed products. Downward pressure on other 
commodity prices, such as corn, soybean meal, and other feed ingredients, will generally cause the price of competing animal 
feed products to decline, resulting in downward pressure on the price of distillers grains. Occasionally, the price of distillers 
grains will lag behind fluctuations in corn or other feedstock prices, lowering our cost recovery percentage. Additionally, 
exports of distiller grains could be impacted by the enactment of foreign policy.

Natural Gas. The price and availability of natural gas are subject to volatile market conditions. These market conditions 

are often affected by factors beyond our control, such as weather, drilling economics, overall economic conditions and 
government regulations. Significant disruptions in natural gas supply could impair our ability to produce ethanol. 
Furthermore, increases in natural gas prices or changes in our cost relative to our competitors cannot be passed on to our 
customers, which may adversely affect our results of operations and financial position.

13

14

to the Tharaldson Ethanol plant in North Dakota to produce Ultra-High Protein and increase renewable corn oil yields. We 

anticipate these assets will be operational in early 2024. 

In 2020, we acquired a majority interest in FQT. The acquisition capitalized on the core strengths of each company to 

develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand 

installation and production of FQT’s MSC™ and CSTTM  technology at certain locations across our platform, as well as offer 

certain of these technologies to partnering biofuel facilities.

The attraction, retention and development of employees is critical to our success. We accomplish this, in part, by our 

competitive compensation practices, training initiatives, and growth opportunities within the company. On December 31, 

2022, we had 902 full-time, part-time, temporary and seasonal employees, including 172 employees at our corporate office in 

Human Capital Resources

Omaha, Nebraska. 

Workforce Health and Safety

Compensation and Benefits

Diversity and Inclusion

Available Information

filed with the SEC.

Item 1A. Risk Factors.

We take workplace safety very seriously and our robust safety program means that we are constantly evaluating our 

safety protocols in an effort to keep our facilities safe for our workers.

We continue to monitor the impact of the COVID-19 pandemic on our teammates and within our operations, and 

proactively modify or adopt new practices to promote their health and safety.

As part of our compensation philosophy, we believe that we must offer and maintain market competitive compensation 

and benefit programs for our employees in order to attract and retain superior talent. In addition to competitive base wages, 

additional programs include the 2019 Equity Incentive Plan, a company matched 401(k) Plan, healthcare and insurance 

benefits, flexible spending accounts, paid time off, bonding leave, and employee assistance programs.

We are committed to our continued efforts to increase diversity and foster an inclusive work environment that supports 

protected traits and it is our policy to fully comply with all laws applicable to discrimination in the workplace. 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to 

those reports are available on our website at www.gpreinc.com shortly after we file or furnish the information with the SEC. 

You can also find the charters of our audit, compensation and nominating committees, as well as our code of ethics in the 

corporate governance section of our website. The information found on our website is not part of this or any other report we 

file with or furnish to the SEC. For more information on our partnership, please visit www.greenplainspartners.com. 

Alternatively, investors may visit the SEC website at www.sec.gov to access our reports, proxy and information statements 

We operate in an industry that has numerous risks, many of which are beyond our control or are driven by factors that 

cannot always be predicted. Investors should carefully consider all of the risk factors in conjunction with the other 

information included in this report as our financial results and condition or market value could be adversely affected if any of 

these risks were to occur.

Ultra High Protein. Our Ultra-High Protein has unique nutritional advantages and a higher protein concentration than 
soybean meal and can be included in a variety of feed rations in the pet, dairy, swine, poultry and aquaculture industries. As a 
value-added feed ingredient, quality control is imperative. Demand for feed products and pricing pressure from competing 
feed products may result in downward pressure on the price of Ultra-High Protein. Reliable production of Ultra-High Protein 
from both consistent operations of the biorefinery as well as the MSC™ technology is necessary to produce anticipated 
volumes. Inconsistency in volumes, quality or downward pressure on prices could result in adverse impact on our business 
and profitability.

Renewable Corn Oil. Renewable corn oil is generally marketed as a renewable diesel and biodiesel feedstock; therefore, 

announced that he has directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the June 

the price of renewable corn oil is affected by demand for renewable diesel and biodiesel. Expanded demand from the 
renewable diesel and biodiesel industry due to the extended blending tax credit and growing LCFS markets could impact 
renewable corn oil demand. In general, renewable corn oil prices follow the prices of heating oil and soybean oil. Decreases 
in the price of or demand for renewable corn oil could have an adverse impact on our business and profitability.

We may be affected by or unable to fulfill our total transformation strategies.

In May 2018, we announced that we were evaluating the performance of our entire portfolio of assets and businesses. As 
part of that process, during the fourth quarter of 2018, we sold three ethanol plants, permanently closed one ethanol plant and 
sold Fleischmann’s Vinegar Company, Inc. Furthermore, we sold our 50% interest in JGP Energy Partners during the fourth 
quarter of 2019. We sold a 50% interest in GPCC during the third quarter of 2019 and the remaining 50% interest in GPCC 
during the fourth quarter of 2020. In December 2020, we sold the Hereford, Texas ethanol plant and in March 2021, we sold 
our Ord, Nebraska ethanol plant. 

As we continue to evaluate our portfolio, we may sell additional assets or businesses or exit particular markets that are no 

of RINs could negatively impact the demand for ethanol, discretionary blending of ethanol and/or the price of ethanol. Prior 

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 our business and may divert management’s attention from our day-to-
day operations. We also undertook a number of project initiatives to improve margins, including our Project 24 initiative and 
Total Transformation Plan focused on expanding the products and value we can extract from a kernel of corn. The Ultra-High 
Protein strategy includes substantial construction projects and cost to deploy FQT’s MSC™ technology, and FQT’s CSTTM 
production capabilities to meet anticipated customers' demands.

We may not achieve our construction goals on time or our budget, we may not achieve the operating yields we project, 
we may not achieve product market sales, margins, or pricing we project, and our operating cost goals may not be achieved 
due to a variety of factors. Our failure to achieve any of these, inclusive but not limited to construction, yield, sales, margin, 
pricing, or financial results associated with our total transformation strategies could have an adverse effect on our business, 
financial condition or results of operations.

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

The RFS mandates the minimum volume of renewable fuels that must be blended into the transportation fuel supply each 

year which affects the domestic market for ethanol. Each year the EPA is supposed to undertake rulemaking to set the RVO 
for the following year, though at times months or years pass without a finalized RVO. Further, 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. The EPA also has the authority to set volumes for multiple years at a 
time, rather than annually as required prior to 2022. The EPA has stated an intention to finalize a post-2022 set rulemaking by 
June 14, 2023, in compliance with a consent decree from the U.S. District Court for D.C.

Volumes can also be impacted as small refineries can petition the EPA for an SRE which, if approved, waives their 
portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA, can grant them a full 
or partial waiver, or deny it outright within 90 days of submittal.

Our operations could be adversely impacted by legislation, administration actions, EPA actions, or lawsuits that may 

reduce the RFS mandated volumes of conventional ethanol and other biofuels through the annual RVO, the 2022 set 
rulemaking, the point of obligation for blending, or SREs. A recent Supreme Court ruling held that the small refineries can 

15

16

continue to apply for an extension of their waivers from the RFS, even if they have not been awarded a continuous string of 

exemptions, though the current EPA, in conjunction with the RVO rulemaking for 2020, 2021 and 2022, denied all pending 

SREs, a stance they have reiterated in the proposed 2023, 2024 and 2025 rulemakings. There are multiple legal challenges to 

how the EPA has handled SREs and RFS rulemakings.

The D.C. Circuit Court of Appeals ruled that the EPA overstepped its authority in extending the one pound Reid Vapor 

Pressure waiver for 10% ethanol blends to 15% ethanol blends in the summer, effectively limiting summertime sales of 

ethanol blends above 10% to FFVs from June 1 to September 15 each year. Notwithstanding, on April 12, 2022, the President 

1 to September 15 period. As of this filing, E15 is sold year-round at approximately 2,923 stations in 31 states.

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 mandate, may affect future demand. A 

significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, changes to 

the RFS could negatively impact the price of ethanol or cause imported sugarcane ethanol to become more economical than 

domestic ethanol. Likewise, national, state and regional LCFS like that of California, Oregon, Brazil or Canada could be 

favorable or harmful to conventional ethanol, depending on how the regulations are crafted, enforced and modified.

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 value of RFS credits or 

RINs. A significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, 

any changes to RFS, whether by legislation, EPA action or lawsuit, originating from issues associated with the market price 

actions by the EPA to grant SREs without accounting for the lost gallons, for example, resulted in lower RIN prices. 

Similarly, proposals to reduce annual RVO levels could also lead to lower RIN prices.

To the extent federal or state laws or regulations are modified and/or enacted, it may result in the demand for ethanol 

being reduced, which could negatively and materially affect our financial performance.

Future demand for ethanol is uncertain and changes in public perception, consumer acceptance and overall consumer 

demand for transportation fuel could affect demand.

While many trade groups, academics and government agencies support ethanol as a fuel additive that promotes a cleaner 

environment, others claim ethanol production consumes considerably more energy, emits more GHG than other fuels and 

depletes water resources. While we do not agree, some studies suggest ethanol produced from corn is less efficient than 

ethanol produced from switch grass or wheat grain. Others claim corn-based ethanol negatively impacts consumers by 

causing the prices of meat and other food derived from corn-consuming livestock to increase. Ethanol critics also contend the 

industry redirects corn supplies from international food markets to domestic fuel markets, and contributes to land use change 

domestically and abroad.

There are limited markets for ethanol beyond the federal mandates. We believe further consumer acceptance of E15 and 

E85 fuels may be necessary before ethanol can achieve significant market share growth. Discretionary and E85 blending are 

important secondary markets. Discretionary blending is often determined by the price of ethanol relative to gasoline, the 

value of RINs, and availability to consumers. When discretionary blending is financially unattractive, the demand for ethanol 

may be reduced. 

Demand for ethanol is also affected by overall demand for transportation fuel, which is affected by cost, number of miles 

traveled and vehicle fuel economy. Miles traveled typically increases during the spring and summer months related to 

vacation travel, followed closely behind the fall season due to holiday travel. Global events, such as COVID-19, greatly 

decreased miles traveled and in turn, the demand for ethanol. Consumer demand for gasoline may be impacted by emerging 

transportation trends, such as electric vehicles or ride sharing. In January 2021, General Motors announced a target date of 

2035 for phasing out the production of gasoline and diesel powered vehicles. Similarly, Nissan has stated that their entire 

fleet will be electric vehicles by the early 2030s. Most OEMs have made similar commitments to phase out internal 

combustion engine production. These announcements coincide with pledges to ban the sale of internal combustion engines in 

countries such as Japan and the United Kingdom by 2035, as well as a statewide ban in California, which several states are 

imitating. If realized, these bans would accelerate the decline of liquid fuel demand and by extension demand for ethanol, 

biodiesel and renewable diesel. We are closely monitoring legislation that may impact the future sales of electric vehicles as 

Ultra High Protein. Our Ultra-High Protein has unique nutritional advantages and a higher protein concentration than 

soybean meal and can be included in a variety of feed rations in the pet, dairy, swine, poultry and aquaculture industries. As a 

value-added feed ingredient, quality control is imperative. Demand for feed products and pricing pressure from competing 

feed products may result in downward pressure on the price of Ultra-High Protein. Reliable production of Ultra-High Protein 

from both consistent operations of the biorefinery as well as the MSC™ technology is necessary to produce anticipated 

volumes. Inconsistency in volumes, quality or downward pressure on prices could result in adverse impact on our business 

and profitability.

Renewable Corn Oil. Renewable corn oil is generally marketed as a renewable diesel and biodiesel feedstock; therefore, 

the price of renewable corn oil is affected by demand for renewable diesel and biodiesel. Expanded demand from the 

renewable diesel and biodiesel industry due to the extended blending tax credit and growing LCFS markets could impact 

renewable corn oil demand. In general, renewable corn oil prices follow the prices of heating oil and soybean oil. Decreases 

in the price of or demand for renewable corn oil could have an adverse impact on our business and profitability.

We may be affected by or unable to fulfill our total transformation strategies.

In May 2018, we announced that we were evaluating the performance of our entire portfolio of assets and businesses. As 

part of that process, during the fourth quarter of 2018, we sold three ethanol plants, permanently closed one ethanol plant and 

sold Fleischmann’s Vinegar Company, Inc. Furthermore, we sold our 50% interest in JGP Energy Partners during the fourth 

quarter of 2019. We sold a 50% interest in GPCC during the third quarter of 2019 and the remaining 50% interest in GPCC 

during the fourth quarter of 2020. In December 2020, we sold the Hereford, Texas ethanol plant and in March 2021, we sold 

our Ord, Nebraska ethanol plant. 

As we continue to evaluate our portfolio, we may sell additional 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 our business and may divert management’s attention from our day-to-

day operations. We also undertook a number of project initiatives to improve margins, including our Project 24 initiative and 

Total Transformation Plan focused on expanding the products and value we can extract from a kernel of corn. The Ultra-High 

Protein strategy includes substantial construction projects and cost to deploy FQT’s MSC™ technology, and FQT’s CSTTM 

production capabilities to meet anticipated customers' demands.

We may not achieve our construction goals on time or our budget, we may not achieve the operating yields we project, 

we may not achieve product market sales, margins, or pricing we project, and our operating cost goals may not be achieved 

due to a variety of factors. Our failure to achieve any of these, inclusive but not limited to construction, yield, sales, margin, 

pricing, or financial results associated with our total transformation strategies could have an adverse effect on our business, 

financial condition or results of operations.

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

The RFS mandates the minimum volume of renewable fuels that must be blended into the transportation fuel supply each 

year which affects the domestic market for ethanol. Each year the EPA is supposed to undertake rulemaking to set the RVO 

for the following year, though at times months or years pass without a finalized RVO. Further, 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. The EPA also has the authority to set volumes for multiple years at a 

time, rather than annually as required prior to 2022. The EPA has stated an intention to finalize a post-2022 set rulemaking by 

June 14, 2023, in compliance with a consent decree from the U.S. District Court for D.C.

Volumes can also be impacted as small refineries can petition the EPA for an SRE which, if approved, waives their 

portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA, can grant them a full 

or partial waiver, or deny it outright within 90 days of submittal.

Our operations could be adversely impacted by legislation, administration actions, EPA actions, or lawsuits that may 

reduce the RFS mandated volumes of conventional ethanol and other biofuels through the annual RVO, the 2022 set 

rulemaking, the point of obligation for blending, or SREs. A recent Supreme Court ruling held that the small refineries can 

continue to apply for an extension of their waivers from the RFS, even if they have not been awarded a continuous string of 
exemptions, though the current EPA, in conjunction with the RVO rulemaking for 2020, 2021 and 2022, denied all pending 
SREs, a stance they have reiterated in the proposed 2023, 2024 and 2025 rulemakings. There are multiple legal challenges to 
how the EPA has handled SREs and RFS rulemakings.

The D.C. Circuit Court of Appeals ruled that the EPA overstepped its authority in extending the one pound Reid Vapor 

Pressure waiver for 10% ethanol blends to 15% ethanol blends in the summer, effectively limiting summertime sales of 
ethanol blends above 10% to FFVs from June 1 to September 15 each year. Notwithstanding, on April 12, 2022, the President 
announced that he has directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the June 
1 to September 15 period. As of this filing, E15 is sold year-round at approximately 2,923 stations in 31 states.

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 mandate, may affect future demand. A 
significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, changes to 
the RFS could negatively impact the price of ethanol or cause imported sugarcane ethanol to become more economical than 
domestic ethanol. Likewise, national, state and regional LCFS like that of California, Oregon, Brazil or Canada could be 
favorable or harmful to conventional ethanol, depending on how the regulations are crafted, enforced and modified.

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 value of RFS credits or 
RINs. A significant increase in supply beyond the RFS mandate could have an adverse impact on ethanol prices. Moreover, 
any changes to RFS, whether by legislation, EPA action or lawsuit, 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. Prior 
actions by the EPA to grant SREs without accounting for the lost gallons, for example, resulted in lower RIN prices. 
Similarly, proposals to reduce annual RVO levels could also lead to lower RIN prices.

To the extent federal or state laws or regulations are modified and/or enacted, it may result in the demand for ethanol 

being reduced, which could negatively and materially affect our financial performance.

Future demand for ethanol is uncertain and changes in public perception, consumer acceptance and overall consumer 
demand for transportation fuel could affect demand.

While many trade groups, academics and government agencies support ethanol as a fuel additive that promotes a cleaner 

environment, others claim ethanol production consumes considerably more energy, emits more GHG than other fuels and 
depletes water resources. While we do not agree, some studies suggest ethanol produced from corn is less efficient than 
ethanol produced from switch grass or wheat grain. Others claim corn-based ethanol negatively impacts consumers by 
causing the prices of meat and other food derived from corn-consuming livestock to increase. Ethanol critics also contend the 
industry redirects corn supplies from international food markets to domestic fuel markets, and contributes to land use change 
domestically and abroad.

There are limited markets for ethanol beyond the federal mandates. We believe further consumer acceptance of E15 and 
E85 fuels may be necessary before ethanol can achieve significant market share growth. Discretionary and E85 blending are 
important secondary markets. Discretionary blending is often determined by the price of ethanol relative to gasoline, the 
value of RINs, and availability to consumers. When discretionary blending is financially unattractive, the demand for ethanol 
may be reduced. 

Demand for ethanol is also affected by overall demand for transportation fuel, which is affected by cost, number of miles 

traveled and vehicle fuel economy. Miles traveled typically increases during the spring and summer months related to 
vacation travel, followed closely behind the fall season due to holiday travel. Global events, such as COVID-19, greatly 
decreased miles traveled and in turn, the demand for ethanol. Consumer demand for gasoline may be impacted by emerging 
transportation trends, such as electric vehicles or ride sharing. In January 2021, General Motors announced a target date of 
2035 for phasing out the production of gasoline and diesel powered vehicles. Similarly, Nissan has stated that their entire 
fleet will be electric vehicles by the early 2030s. Most OEMs have made similar commitments to phase out internal 
combustion engine production. These announcements coincide with pledges to ban the sale of internal combustion engines in 
countries such as Japan and the United Kingdom by 2035, as well as a statewide ban in California, which several states are 
imitating. If realized, these bans would accelerate the decline of liquid fuel demand and by extension demand for ethanol, 
biodiesel and renewable diesel. We are closely monitoring legislation that may impact the future sales of electric vehicles as 

15

16

well as vehicles with internal combustion engines in various states and around the world.

Our debt exposes us to numerous risks that could have significant consequences to our shareholders. 

Additionally, factors such as over-supply of ethanol, which has been the case for some time, could continue to negatively 

Risks related to the level of debt we have include: (1) requiring a sizeable portion of cash to be dedicated for debt 

impact our business. Reduced demand for ethanol may depress the value of our products, erode its margins, and reduce our 
ability to generate revenue or operate profitably.

Our business is directly affected by the supply and demand for ethanol and other fuels in the markets served by our 
assets. Reduced demand for ethanol, regardless of cause, may erode our margins and reduce our ability to generate revenue 
and operate profitably.

service, reducing the availability of cash flow for working capital, capital expenditures, and other general business activities 

and limiting our ability to invest in new growth opportunities; (2) limiting our ability to obtain additional financing for 

working capital, capital expenditures, acquisitions and other activities; (3) limiting our flexibility to plan for or react to 

changes in the businesses and industries in which we operate; (4) increasing our vulnerability to general and industry-specific 

adverse economic conditions; (5) being at a competitive disadvantage against less leveraged competitors; and (6) being 

vulnerable to increases in prevailing interest rates. A portion of our debt bears interest at variable rates, which creates 

exposure to interest rate risk. If interest rates increase, our debt service obligations at variable rates would increase even 

Our risk management and commodity trading strategies could be ineffective and expose us to decreased liquidity.

though the amount borrowed remained the same, decreasing net income.

As market conditions warrant, we use forward contracts to sell some of our ethanol, distillers grains, Ultra-High Protein, 

Our ability to make scheduled payments on or to refinance our debt obligations and to fund our planned capital 

and renewable corn oil, or buy some of the corn, and natural gas we need to partially offset commodity price volatility. We 
also engage in other hedging transactions and other commodity trading involving exchange-traded futures contracts for corn, 
natural gas, ethanol, soybean meal, soybean oil and other agricultural commodities. The financial impact of these activities 
depends on the price of the commodities involved and/or our ability to physically receive or deliver the commodities.

Hedging arrangements expose us to risk of financial loss when the counterparty defaults on its contract or, in the case of 

and capital expenditures, or to seek additional capital or restructure our indebtedness. These alternative measures may not be 

exchange-traded contracts, when the expected differential between the price of the underlying and physical commodity 
changes. Hedging activities can result in losses when a position is purchased in a declining market or sold in a rising market. 
Hedging losses may be offset by a decreased cash price for corn, and natural gas and an increased cash price for ethanol, 
distillers grains, Ultra-High Protein and renewable corn oil. We vary the amount of hedging and other risk mitigation 
strategies we undertake and sometimes choose not to engage in hedging transactions at all. We cannot provide assurance that 
our risk management and commodity trading strategies and decisions will be profitable or effectively offset commodity price 
volatility. If they are not, our results of operations and financial position may be adversely affected.

The use of derivative financial instruments frequently involves cash deposits with brokers, or margin calls. Sudden 
changes in commodity prices may require additional cash deposits immediately. Depending on our open derivative positions, 
we may need additional liquidity with little advance notice to cover margin calls. While we continuously monitor our 
exposure to margin calls, we cannot guarantee we will be able to maintain adequate liquidity to cover margin calls in the 
future.

In the past, we have had operating losses and could incur future operating losses. 

In the last five years, we incurred operating losses during certain quarters and annually and could incur operating losses 
in the future that are substantial. Although we have had periods of sustained profitability, we may not be able to maintain or 
increase profitability on a quarterly or annual basis, which could impact the market price of our common stock and the value 
of your investment. In addition, periods of sustained losses create uncertainty as to whether some or all of our deferred tax 
assets will be realizable in the future. 

If the United States were to withdraw from or materially modify certain international trade agreements, our business, 
financial condition and results of operations could be materially adversely affected. 

Ethanol and other products that we produce are or have been exported to Canada, Mexico, Brazil, China and other 
countries. The previous administration expressed antipathy towards certain existing international trade agreements and 
significantly increased tariffs on goods imported into the United States, which in turn led to retaliatory actions on U.S. 
exports. The outcome of trade negotiations or lack thereof, has had and/or may continue to have a material effect on our 
business, financial condition and results of operations. 

Our ability to access the partnership’s terminals adjacent to our ethanol plants could cause disruptions in our operations 
and adversely affect our production levels, profitability and needed capital expenditures.

We are party to the storage and throughput agreement with our partnership, under which we access the storage and 
throughput services offered by the partnership. In the event of a default by either party under that agreement, our ability to 
throughput our ethanol may be disrupted, which in turn could adversely affect our production levels, operating expenses, 
profitability and our need for capital expenditures for alternative throughput arrangements. 

17

18

expenditures, acquisitions and other ongoing liquidity needs depends on our financial condition and operating performance, 

which are subject to prevailing economic and competitive conditions as well as certain financial, business and other factors 

which are beyond our control. There can be no assurance that we will maintain a level of cash flow from operating activities 

in an amount sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flow 

and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments 

successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and 

resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to 

meet our debt service and other obligations.

We are required to comply with a number of covenants under our existing loan agreements that could hinder our growth.

We are required to maintain specified financial ratios, including minimum cash flow coverage, working capital and 

tangible net worth under certain loan agreements. A breach of these covenants could result in default, and if such default is 

not cured or waived, our lenders could accelerate our debt and declare it immediately due and payable. If this occurs, we may 

not be able to repay or borrow sufficient funds to refinance the debt. Even if financing is available, it may not be on 

acceptable terms. No assurance can be given that our future operating results will be sufficient to comply with these 

covenants or remedy default. 

In the event we are unable to comply with these covenants in the future, we cannot provide assurance that we will be able 

to obtain the necessary waivers or amend our loan agreements to prevent default. Under our convertible senior notes, default 

on any loan in excess of $20.0 million could result in the notes being declared due and payable, which could have a material 

and adverse effect on our ability to operate.

We operate in a capital intensive business and rely on cash generated from operations and external financing, which could 

be limited.

Increased commodity prices could increase liquidity requirements. Our operating cash flow is dependent on overall 

commodity market conditions as well as our ability to operate profitably. In addition, we may need to raise additional 

financing to fund growth. In some market environments, we may have limited access to incremental financing, which could 

defer or cancel growth projects, reduce business activity or cause us to default on our existing debt agreements if we are 

unable to meet our payment schedules. These events could have an adverse effect on our operations and financial position.

Our ability to repay current and anticipated future debt will depend on our financial and operating performance and 

successful implementation of our business strategies. Our financial and operational performance will depend on numerous 

factors including prevailing economic conditions, commodity prices, and financial, business and other factors beyond our 

control. If we cannot repay, refinance or extend our current debt at scheduled maturity dates, we could be forced to reduce or 

delay capital expenditures, sell assets, restructure our debt or seek additional capital. If we are unable to restructure our debt 

or raise funds, our operations and growth plans could be harmed and the value of our stock could be significantly reduced.

Disruptions in the credit market could limit our access to capital.

We may need additional capital to fund our growth or other business activities in the future. The cost of capital under our 

existing or future financing arrangements could increase and affect our ability to trade with various commercial 

counterparties or cause our counterparties to require additional forms of credit support. If capital markets are disrupted, we 

well as vehicles with internal combustion engines in various states and around the world.

Our debt exposes us to numerous risks that could have significant consequences to our shareholders. 

Additionally, factors such as over-supply of ethanol, which has been the case for some time, could continue to negatively 

impact our business. Reduced demand for ethanol may depress the value of our products, erode its margins, and reduce our 

ability to generate revenue or operate profitably.

Our business is directly affected by the supply and demand for ethanol and other fuels in the markets served by our 

assets. Reduced demand for ethanol, regardless of cause, may erode our margins and reduce our ability to generate revenue 

and operate profitably.

Our risk management and commodity trading strategies could be ineffective and expose us to decreased liquidity.

Risks related to the level of debt we have include: (1) requiring a sizeable portion of cash to be dedicated for debt 
service, reducing the availability of cash flow for working capital, capital expenditures, and other general business activities 
and limiting our ability to invest in new growth opportunities; (2) limiting our ability to obtain additional financing for 
working capital, capital expenditures, acquisitions and other activities; (3) limiting our flexibility to plan for or react to 
changes in the businesses and industries in which we operate; (4) increasing our vulnerability to general and industry-specific 
adverse economic conditions; (5) being at a competitive disadvantage against less leveraged competitors; and (6) being 
vulnerable to increases in prevailing interest rates. A portion of our debt bears interest at variable rates, which creates 
exposure to interest rate risk. If interest rates increase, our debt service obligations at variable rates would increase even 
though the amount borrowed remained the same, decreasing net income.

As market conditions warrant, we use forward contracts to sell some of our ethanol, distillers grains, Ultra-High Protein, 

Our ability to make scheduled payments on or to refinance our debt obligations and to fund our planned capital 

expenditures, acquisitions and other ongoing liquidity needs depends on our financial condition and operating performance, 
which are subject to prevailing economic and competitive conditions as well as certain financial, business and other factors 
which are beyond our control. There can be no assurance that we will maintain a level of cash flow from operating activities 
in an amount sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flow 
and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments 
and capital expenditures, or to seek additional capital or restructure our indebtedness. These alternative measures may not be 
successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and 
resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to 
meet our debt service and other obligations.

strategies we undertake and sometimes choose not to engage in hedging transactions at all. We cannot provide assurance that 

We are required to comply with a number of covenants under our existing loan agreements that could hinder our growth.

We are required to maintain specified financial ratios, including minimum cash flow coverage, working capital and 
tangible net worth under certain loan agreements. A breach of these covenants could result in default, and if such default is 
not cured or waived, our lenders could accelerate our debt and declare it immediately due and payable. If this occurs, we may 
not be able to repay or borrow sufficient funds to refinance the debt. Even if financing is available, it may not be on 
acceptable terms. No assurance can be given that our future operating results will be sufficient to comply with these 
covenants or remedy default. 

In the event we are unable to comply with these covenants in the future, we cannot provide assurance that we will be able 

to obtain the necessary waivers or amend our loan agreements to prevent default. Under our convertible senior notes, default 
on any loan in excess of $20.0 million could result in the notes being declared due and payable, which could have a material 
and adverse effect on our ability to operate.

We operate in a capital intensive business and rely on cash generated from operations and external financing, which could 
be limited.

Increased commodity prices could increase liquidity requirements. Our operating cash flow is dependent on overall 

commodity market conditions as well as our ability to operate profitably. In addition, we may need to raise additional 
financing to fund growth. In some market environments, we may have limited access to incremental financing, which could 
defer or cancel growth projects, reduce business activity or cause us to default on our existing debt agreements if we are 
unable to meet our payment schedules. These events could have an adverse effect on our operations and financial position.

Our ability to repay current and anticipated future debt will depend on our financial and operating performance and 
successful implementation of our business strategies. Our financial and operational performance will depend on numerous 
factors including prevailing economic conditions, commodity prices, and financial, business and other factors beyond our 
control. If we cannot repay, refinance or extend our current debt at scheduled maturity dates, we could be forced to reduce or 
delay capital expenditures, sell assets, restructure our debt or seek additional capital. If we are unable to restructure our debt 
or raise funds, our operations and growth plans could be harmed and the value of our stock could be significantly reduced.

We are party to the storage and throughput agreement with our partnership, under which we access the storage and 

Disruptions in the credit market could limit our access to capital.

17

18

We may need additional capital to fund our growth or other business activities in the future. The cost of capital under our 

existing or future financing arrangements could increase and affect our ability to trade with various commercial 
counterparties or cause our counterparties to require additional forms of credit support. If capital markets are disrupted, we 

and renewable corn oil, or buy some of the corn, and natural gas we need to partially offset commodity price volatility. We 

also engage in other hedging transactions and other commodity trading involving exchange-traded futures contracts for corn, 

natural gas,ethanol, soybean meal, soybean oil and other agricultural commodities. The financial impact of these activities 

depends on the price of the commodities involved and/or our ability to physically receive or deliver the commodities.

Hedging arrangements expose us to risk of financial loss when the counterparty defaults on its contract or, in the case of 

exchange-traded contracts, when the expected differential between the price of the underlying and physical commodity 

changes. Hedging activities can result in losses when a position is purchased in a declining market or sold in a rising market. 

Hedging losses may be offset by a decreased cash price for corn, and natural gas and an increased cash price for ethanol, 

distillers grains, Ultra-High Protein and renewable corn oil. We vary the amount of hedging and other risk mitigation 

our risk management and commodity trading strategies and decisions will be profitable or effectively offset commodity price 

volatility. If they are not, our results of operations and financial position may be adversely affected.

The use of derivative financial instruments frequently involves cash deposits with brokers, or margin calls. Sudden 

changes in commodity prices may require additional cash deposits immediately. Depending on our open derivative positions, 

we may need additional liquidity with little advance notice to cover margin calls. While we continuously monitor our 

exposure to margin calls, we cannot guarantee we will be able to maintain adequate liquidity to cover margin calls in the 

future.

In the past, we have had operating losses and could incur future operating losses. 

In the last five years, we incurred operating losses during certain quarters and annually and could incur operating losses 

in the future that are substantial. Although we have had periods of sustained profitability, we may not be able to maintain or 

increase profitability on a quarterly or annual basis, which could impact the market price of our common stock and the value 

of your investment. In addition, periods of sustained losses create uncertainty as to whether some or all of our deferred tax 

assets will be realizable in the future. 

If the United States were to withdraw from or materially modify certain international trade agreements, our business, 

financial condition and results of operations could be materially adversely affected. 

Ethanol and other products that we produce are or have been exported to Canada, Mexico, Brazil, China and other 

countries. The previous administration expressed antipathy towards certain existing international trade agreements and 

significantly increased tariffs on goods imported into the United States, which in turn led to retaliatory actions on U.S. 

exports. The outcome of trade negotiations or lack thereof, has had and/or may continue to have a material effect on our 

business, financial condition and results of operations. 

Our ability to access the partnership’s terminals adjacent to our ethanol plants could cause disruptions in our operations 

and adversely affect our production levels, profitability and needed capital expenditures.

throughput services offered by the partnership. In the event of a default by either party under that agreement, our ability to 

throughput our ethanol may be disrupted, which in turn could adversely affect our production levels, operating expenses, 

profitability and our need for capital expenditures for alternative throughput arrangements. 

may not be able to access capital at all or capital may only be available under less favorable terms.

Compliance with evolving environmental, health and safety laws and regulations, particularly those related to climate 

We are required to continue to make payments to the partnership to the minimum volume commitment regardless of our 
production levels.

We are party to the storage and throughput agreement with our partnership, under which we are obligated to pay a 
minimum volume commitment regardless of whether or not we operate. We may not run our plants at volumes sufficient 
enough to cover the MVC resulting in payments being made to the partnership. In times of sustained negative margins, our 
volumes may be insufficient to recover these MVC payments in the following four quarters as outlined in the partnership 
agreement. 

Our ability to maintain the required regulatory permits or manage changes in environmental, safety and TTB regulations is 
essential to successfully operating our plants.

Our plants are subject to extensive air, water, environmental and TTB regulations. Our production facilities involve the 
emission of various airborne pollutants, including particulate, carbon dioxide, nitrogen oxides, hazardous air pollutants and 
volatile organic compounds, which requires numerous environmental permits to operate our plants. Governing state agencies 
could impose costly conditions or restrictions that are detrimental to our profitability and have a material adverse effect on 
our operations, cash flows and financial position.

Environmental laws and regulations at the federal and state level are subject to change. These changes can also be made 

partnerships and intend to continue exploring potential growth opportunities. Acquisitions involve numerous risks that could 

retroactively. It is possible that more stringent federal or state environmental rules or regulations could be adopted, which 
could increase our operating costs and expenses. Consequently, even though we currently have the proper permits, we may be 
required to invest or spend considerable resources in order to comply with future environmental regulations. Furthermore, 
ongoing plant operations, which are governed by the Occupational Safety and Health Administration, may change in a way 
that increases the cost of plant operations. Any of these events could have a material adverse effect on our operations, cash 
flows and financial position.

Part of our business is regulated by environmental laws and regulations governing the labeling, use, storage, discharge 

revenue to offset acquisition and development costs. The anticipated benefits of these transactions may not be fully realized 

and disposal of hazardous materials. Since we handle and use hazardous substances, changes in environmental requirements 
or an unanticipated significant adverse environmental event could have a negative impact on our business. While we strive to 
comply with all environmental requirements, we cannot provide assurance that we have been in compliance at all times or 
will not incur material costs or liabilities in connection with these requirements. Private parties, including current and former 
employees, could bring personal injury or other claims against us due to the presence of hazardous substances. We are also 
exposed to residual risk by our land and facilities which may have environmental liabilities from prior use. Changes in 
environmental regulations may require us to modify existing plant and processing facilities, which could significantly 
increase our cost of operations.

TTB regulations apply when producing our undenatured ethanol. These regulations carry substantial penalties for non-
compliance and therefore any non-compliance may adversely affect our financial operations or adversely impact our ability to 
produce undenatured ethanol.

Any inability to generate or obtain RINs could adversely affect our operating margins.

Nearly all of our ethanol production is sold with RINs that are used by our customers to comply with the RFS. Should 
our production not meet the EPA’s requirements for RIN generation in the future, we would need to purchase RINs in the 
open market or sell our ethanol at lower prices to compensate for the absence of RINs. The price of RINs depends on a 
variety of factors, including the availability of qualifying biofuels and RINs for purchase, production levels of transportation 
fuel and percentage mix of ethanol with other fuels, and cannot be predicted. Failure to obtain sufficient RINs or reliance on 
invalid RINs could subject us to fines and penalties imposed by the EPA which could adversely affect our results of 
operations, cash flows and financial condition.

As we trade ethanol acquired from third-parties, should it be discovered the RINs associated with the ethanol we 
purchased are invalid, albeit unknowingly, we could be subject to substantial penalties if we are assessed the maximum 
amount allowed by law. Based on EPA penalties assessed on RINS violations in the past few years, in the event of a 
violation, the EPA could assess penalties, which could have an adverse impact on our profitability.

19

20

change, could be costly. 

Our plants emit carbon dioxide as a by-product of ethanol production. While all eleven of our plants have grandfathered 

pathways allowing them to operate under their current authorized capacity under the RFS mandate, operating above these 

capacities requires an Efficient Producer Pathways and a 20% reduction in GHG emissions from a 2005 baseline. Four of our 

plants currently maintain Efficient Producer Pathways to operate at increased capacities. Separately, CARB began 

implementation of the California LCFS in 2011, which aims to decrease the CI of transportation fuel in the state. In 2018, 

CARB strengthened GHG benchmarks to 20% reductions vs 1990 levels by 2030. The most recent Scoping Plan from CARB 

in 2022 sets a target of 85% GHG reductions vs 1990 levels no later than 2045. An ILUC component is included in the GHG 

emission calculation, which may have an adverse impact on the market for corn-based ethanol in California.

To expand our production capacity, federal and state regulations may require us to obtain additional permits, achieve 

EPA’s efficient producer status under the pathway petition program, install advanced technology or reduce drying distillers 

grains. Compliance with future laws or regulations to decrease carbon dioxide could be costly and may prevent us from 

operating our plants as profitably, which may have an adverse impact on our operations, cash flows and financial position.

We may fail to realize the anticipated benefits of mergers, acquisitions, joint ventures or partnerships.

We have increased the size and diversity of our operations through mergers, acquisitions and joint ventures or 

harm our business, including: (1) difficulties integrating the operations, technologies, products, existing contracts, accounting 

processes and personnel and realizing anticipated synergies of the combined business; (2) risks relating to environmental 

hazards on purchased sites; (3) risks relating to developing the necessary infrastructure for facilities or acquired sites, 

including access to rail networks; (4) difficulties supporting and transitioning customers; (5) diversion of financial and 

management resources from existing operations; (6) the purchase price exceeding the value realized; (7) risks of entering new 

markets or areas outside of our core competencies; (8) potential loss of key employees, customers and strategic alliances from 

our existing or acquired business; (9) unanticipated problems or underlying liabilities; and (10) inability to generate sufficient 

or could take longer to realize than expected. 

We have also pursued growth through joint ventures or partnerships, which typically involve restrictions on actions that 

the partnership or joint venture may take without the approval of the partners. These provisions could limit our ability to 

manage the partnership or joint venture in a manner that serves our best interests.

Future acquisitions may involve issuing equity as payment or to finance the business or assets, which could dilute your 

ownership interest. Furthermore, additional debt may be necessary to complete these transactions, which could have a 

material adverse effect on our financial condition. Failure to adequately address the risks associated with acquisitions or joint 

ventures could have a material adverse effect on our business, results of operations and financial condition.

Future events could result in impairment of long-lived assets, which may result in charges that adversely affect our results of 

operations.

Long-lived assets, including property, plant and equipment, intangible assets, goodwill and equity method investments, 

are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of 

an asset may not be recoverable. Our impairment evaluations are subject to changes in key assumptions used in our analysis 

and may require use of financial estimates of future cash flows. Application of alternative assumptions could produce 

significantly different results. We may be required to recognize impairments of long-lived assets based on future economic 

factors such as unfavorable changes in estimated future undiscounted cash flows of an asset group.

Global competition could affect our profitability.

We compete with producers in the United States and abroad. Depending on feedstock, labor and other production costs, 

producers in other countries, such as Brazil, may be able to produce ethanol cheaper than we can. Under the RFS, certain 

parties are obligated to meet an advanced biofuel standard. While transportation costs, infrastructure constraints and demand 

may temper the impact of ethanol imports, foreign competition remains a risk to our business. Moreover, significant 

additional foreign ethanol production could create excess supply, which could result in lower ethanol prices throughout the 

world, including the United States. Any penetration of ethanol imports into the domestic market may have a material adverse 

may not be able to access capital at all or capital may only be available under less favorable terms.

We are required to continue to make payments to the partnership to the minimum volume commitment regardless of our 

production levels.

agreement. 

We are party to the storage and throughput agreement with our partnership, under which we are obligated to pay a 

minimum volume commitment regardless of whether or not we operate. We may not run our plants at volumes sufficient 

enough to cover the MVC resulting in payments being made to the partnership. In times of sustained negative margins, our 

volumes may be insufficient to recover these MVC payments in the following four quarters as outlined in the partnership 

Our ability to maintain the required regulatory permits or manage changes in environmental, safety and TTB regulations is 

essential to successfully operating our plants.

Our plants are subject to extensive air, water, environmental and TTB regulations. Our production facilities involve the 

emission of various airborne pollutants, including particulate, carbon dioxide, nitrogen oxides, hazardous air pollutants and 

volatile organic compounds, which requires numerous environmental permits to operate our plants. Governing state agencies 

Environmental laws and regulations at the federal and state level are subject to change. These changes can also be made 

retroactively. It is possible that more stringent federal or state environmental rules or regulations could be adopted, which 

could increase our operating costs and expenses. Consequently, even though we currently have the proper permits, we may be 

required to invest or spend considerable resources in order to comply with future environmental regulations. Furthermore, 

ongoing plant operations, which are governed by the Occupational Safety and Health Administration, may change in a way 

that increases the cost of plant operations. Any of these events could have a material adverse effect on our operations, cash 

flows and financial position.

Part of our business is regulated by environmental laws and regulations governing the labeling, use, storage, discharge 

and disposal of hazardous materials. Since we handle and use hazardous substances, changes in environmental requirements 

or an unanticipated significant adverse environmental event could have a negative impact on our business. While we strive to 

comply with all environmental requirements, we cannot provide assurance that we have been in compliance at all times or 

will not incur material costs or liabilities in connection with these requirements. Private parties, including current and former 

employees, could bring personal injury or other claims against us due to the presence of hazardous substances. We are also 

exposed to residual risk by our land and facilities which may have environmental liabilities from prior use. Changes in 

environmental regulations may require us to modify existing plant and processing facilities, which could significantly 

increase our cost of operations.

TTB regulations apply when producing our undenatured ethanol. These regulations carry substantial penalties for non-

compliance and therefore any non-compliance may adversely affect our financial operations or adversely impact our ability to 

produce undenatured ethanol.

Any inability to generate or obtain RINs could adversely affect our operating margins.

Nearly all of our ethanol production is sold with RINs that are used by our customers to comply with the RFS. Should 

our production not meet the EPA’s requirements for RIN generation in the future, we would need to purchase RINs in the 

open market or sell our ethanol at lower prices to compensate for the absence of RINs. The price of RINs depends on a 

variety of factors, including the availability of qualifying biofuels and RINs for purchase, production levels of transportation 

fuel and percentage mix of ethanol with other fuels, and cannot be predicted. Failure to obtain sufficient RINs or reliance on 

invalid RINs could subject us to fines and penalties imposed by the EPA which could adversely affect our results of 

As we trade ethanol acquired from third-parties, should it be discovered the RINs associated with the ethanol we 

purchased are invalid, albeit unknowingly, we could be subject to substantial penalties if we are assessed the maximum 

amount allowed by law. Based on EPA penalties assessed on RINS violations in the past few years, in the event of a 

violation, the EPA could assess penalties, which could have an adverse impact on our profitability.

Compliance with evolving environmental, health and safety laws and regulations, particularly those related to climate 
change, could be costly. 

Our plants emit carbon dioxide as a by-product of ethanol production. While all eleven of our plants have grandfathered 

pathways allowing them to operate under their current authorized capacity under the RFS mandate, operating above these 
capacities requires an Efficient Producer Pathways and a 20% reduction in GHG emissions from a 2005 baseline. Four of our 
plants currently maintain Efficient Producer Pathways to operate at increased capacities. Separately, CARB began 
implementation of the California LCFS in 2011, which aims to decrease the CI of transportation fuel in the state. In 2018, 
CARB strengthened GHG benchmarks to 20% reductions vs 1990 levels by 2030. The most recent Scoping Plan from CARB 
in 2022 sets a target of 85% GHG reductions vs 1990 levels no later than 2045. An ILUC component is included in the GHG 
emission calculation, which may have an adverse impact on the market for corn-based ethanol in California.

To expand our production capacity, federal and state regulations may require us to obtain additional permits, achieve 

EPA’s efficient producer status under the pathway petition program, install advanced technology or reduce drying distillers 
grains. Compliance with future laws or regulations to decrease carbon dioxide could be costly and may prevent us from 
operating our plants as profitably, which may have an adverse impact on our operations, cash flows and financial position.

could impose costly conditions or restrictions that are detrimental to our profitability and have a material adverse effect on 

We may fail to realize the anticipated benefits of mergers, acquisitions, joint ventures or partnerships.

our operations, cash flows and financial position.

We have increased the size and diversity of our operations through mergers, acquisitions and joint ventures or 

partnerships and intend to continue exploring potential growth opportunities. Acquisitions involve numerous risks that could 
harm our business, including: (1) difficulties integrating the operations, technologies, products, existing contracts, accounting 
processes and personnel and realizing anticipated synergies of the combined business; (2) risks relating to environmental 
hazards on purchased sites; (3) risks relating to developing the necessary infrastructure for facilities or acquired sites, 
including access to rail networks; (4) difficulties supporting and transitioning customers; (5) diversion of financial and 
management resources from existing operations; (6) the purchase price exceeding the value realized; (7) risks of entering new 
markets or areas outside of our core competencies; (8) potential loss of key employees, customers and strategic alliances from 
our existing or acquired business; (9) unanticipated problems or underlying liabilities; and (10) inability to generate sufficient 
revenue to offset acquisition and development costs. The anticipated benefits of these transactions may not be fully realized 
or could take longer to realize than expected. 

We have also pursued growth through joint ventures or partnerships, which typically involve restrictions on actions that 

the partnership or joint venture may take without the approval of the partners. These provisions could limit our ability to 
manage the partnership or joint venture in a manner that serves our best interests.

Future acquisitions may involve issuing equity as payment or to finance the business or assets, which could dilute your 

ownership interest. Furthermore, additional debt may be necessary to complete these transactions, which could have a 
material adverse effect on our financial condition. Failure to adequately address the risks associated with acquisitions or joint 
ventures could have a material adverse effect on our business, results of operations and financial condition.

Future events could result in impairment of long-lived assets, which may result in charges that adversely affect our results of 
operations.

Long-lived assets, including property, plant and equipment, intangible assets, goodwill and equity method investments, 
are evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of 
an asset may not be recoverable. Our impairment evaluations are subject to changes in key assumptions used in our analysis 
and may require use of financial estimates of future cash flows. Application of alternative assumptions could produce 
significantly different results. We may be required to recognize impairments of long-lived assets based on future economic 
factors such as unfavorable changes in estimated future undiscounted cash flows of an asset group.

operations, cash flows and financial condition.

Global competition could affect our profitability.

We compete with producers in the United States and abroad. Depending on feedstock, labor and other production costs, 

producers in other countries, such as Brazil, may be able to produce ethanol cheaper than we can. Under the RFS, certain 
parties are obligated to meet an advanced biofuel standard. While transportation costs, infrastructure constraints and demand 
may temper the impact of ethanol imports, foreign competition remains a risk to our business. Moreover, significant 
additional foreign ethanol production could create excess supply, which could result in lower ethanol prices throughout the 
world, including the United States. Any penetration of ethanol imports into the domestic market may have a material adverse 

19

20

effect on our operations, cash flows and financial position.

Our success depends on our ability to manage our growing and changing operations.

International activities such as boycotts, embargoes, product rejection, trade policies and compliance matters, may have an 
adverse effect on our results of operations.

Government actions abroad can have a significant impact on our business. In 2022, we exported approximately 16% of 

and could incur expenses related to hiring additional qualified personnel and expanding our information technology 

our ethanol production. We have experienced trade policy disputes, tariffs, changing foreign laws as well as investigations in 
various foreign countries over the past ten years that have adversely impacted the international demand for U.S. ethanol. With 
these types of international activities, the value of our products may be affected, which could have a negative impact on our 
profitability. Additionally, tariffs on U.S. ethanol may lead to further industry over-supply and reduce our profitability. 
Moreover, the America First trade position has caused more countries to toughen their positions on U.S. imports.

The ability or willingness of OPEC and other oil exporting nations to set and maintain production levels has a significant 
impact on oil and natural gas commodity prices.

The Organization of Petroleum Exporting Countries and their allies (collectively, OPEC+), is an intergovernmental 

evolve and replace ethanol.

organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC+ 
members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and 
pricing. There can be no assurance that OPEC+ members and other oil exporting nations will agree to future production cuts 
or other actions to support and stabilize oil prices, nor can there be any assurance that they will not further reduce oil prices or 
increase production. Uncertainty regarding future actions to be taken by OPEC+ members or other oil exporting countries 
could lead to increased volatility in the price of oil, which could adversely affect our business, future financial condition and 
results of operations.

Increased ethanol industry penetration by oil and other multinational companies could impact our margins.

We operate in a very competitive environment and compete with other domestic ethanol producers in a relatively 
fragmented industry. The top four producers account for approximately 41% of the domestic production capacity with 
production capacity ranging from 958 mmgy to 2,811 mmgy. The remaining ethanol producers consist of smaller entities 
engaged exclusively in ethanol production and large integrated grain companies that produce ethanol in addition to their base 
grain businesses. We compete for capital, labor, corn and other resources with these companies. Historically, oil companies, 
petrochemical refiners and gasoline retailers were not engaged in ethanol production even though they form the primary 
distribution network for ethanol blended with gasoline. As of this filing, oil refiners accounted for approximately 10% of 
domestic ethanol production. If these companies increase their ethanol plant ownership or additional companies commence 
production, the need to purchase ethanol from independent producers like us or at pricing that provides us an acceptable 
margin could diminish and adversely effect on our operations, cash flows and financial position.

Our agribusiness operations are subject to significant government regulations.

Our agribusiness operations are regulated by various government entities that can impose significant costs on our 
business. Failure to comply could result in additional expenditures, fines or criminal action. Our production levels, markets 
and grains we merchandise are affected by federal government programs. Government policies such as tariffs, duties, 
subsidies, import and export restrictions and embargos can also impact our business. Changes in government policies and 
producer support could impact the type and amount of grains planted, which could affect our ability to buy grain. Export 
restrictions or tariffs could limit sales opportunities outside of the United States.

Commodities futures trading is subject to extensive regulations.

The futures industry is subject to extensive regulation. Since we use exchange-traded futures contracts as part of our 

could impact the supply of corn that is needed to produce ethanol. Corn stored in an open pile may be damaged by rain or 

business, we are required to comply with a wide range of requirements imposed by the Commodity Futures Trading 
Commission, National Futures Association and the exchanges on which we trade. These regulatory bodies are responsible for 
safeguarding the integrity of the futures markets and protecting the interests of market participants. As a market participant, 
we are subject to regulation concerning trade practices, business conduct, reporting, position limits, record retention, the 
conduct of our officers and employees, and other matters.

Failure to comply with the laws, rules or regulations applicable to futures trading could have adverse consequences. Such 

uncertainties from COVID-19 that continue, and include but are not limited to (1) the health of our workforce, and our ability 

claims could result in fines, settlements or suspended trading privileges, which could have a material adverse impact on our 
business, financial condition or operating results.

to meet staffing needs which are vital to our operations; (2) the duration of additional outbreaks; (3) the effect on customer 

demand resulting in a decline in the demand for our products; (4) impacts on our supply chain and potential limitations of 

21

22

Since our formation in 2004, our business has grown significantly in size, products and complexity. This growth places 

substantial demands on our management, systems, internal controls, and financial and physical resources. If we acquire or 

develop additional operations, we may need to further develop our financial and managerial controls and reporting systems, 

infrastructure. Our ability to manage growth effectively could impact our results of operations, financial position and cash 

flows.

Replacement technologies could make corn-based ethanol or our process technology obsolete.

Ethanol is used primarily as an octane additive and oxygenate blended with gasoline. Critics of ethanol blends argue that 

it decreases fuel economy, causes corrosion and damages fuel pumps. Prior to federal restrictions and ethanol mandates, 

methyl tertiary-butyl ether, or MTBE, was the leading oxygenate. Other oxygenate products could enter the market and prove 

to be environmentally or economically superior to ethanol. Alternative biofuel alcohols, such as methanol and butanol, could 

Research is currently underway to develop products and processes that have advantages over ethanol, such as: lower 

vapor pressure, making it easier to add to gasoline; similar energy content as gasoline, reducing any decrease in fuel economy 

caused by blending with gasoline; ability to blend at higher concentration levels in standard vehicles; and reduced 

susceptibility to separation when water is present. Products offering a competitive advantage over ethanol could reduce our 

ability to generate revenue and profits from ethanol production.

New ethanol process technologies could emerge that require less energy per gallon to produce and result in lower 

production costs. Our process technologies could become less effective or competitive than competing technologies or 

obsolete and place us at a competitive disadvantage, which could have a material adverse effect on our operations, cash flows 

and financial position.

We may be required to provide remedies for ethanol, distillers grains, Ultra-High Protein or renewable corn oil that do not 

meet the specifications defined in our sales contracts.

If we produce or purchase ethanol, distillers grains, Ultra-High Protein or renewable corn oil that does not meet the 

specifications defined in our sales contracts, we may be subject to quality claims. We could be required to refund the 

purchase price of any non-conforming product or replace the non-conforming product at our expense. Ethanol, distillers 

grains, Ultra-High Protein or renewable corn oil that we purchase or market and subsequently sell to others could result in 

similar claims if the product does not meet applicable contract specifications, which could have an adverse impact on our 

Business disruptions due to unforeseen operational failures or factors outside of our control could impact our ability to fulfill 

profitability.

contractual obligations.

Natural disasters, pandemics, transportation issues, significant track damage resulting from a train derailment or strikes 

by our transportation providers could delay shipments of raw materials to our plants or deliveries of ethanol, distillers grains, 

Ultra-High Protein and renewable corn oil to our customers. If we are unable to meet customer demand or contract delivery 

requirements due to stalled operations caused by business disruptions, we could potentially lose customers.

Shifts in global markets, supply or demand changes, as well as adverse weather conditions, such as inadequate or 

excessive amounts of rain during the growing season, overly wet conditions, an early freeze or snowy weather during harvest 

warm weather before the corn is dried, shipped or moved into a storage structure. 

Our business may be adversely impacted by the continued impact of the COVID-19 outbreak.

The outbreak of the coronavirus, or COVID-19, including resurgences and variants of the virus, has created risk on all 

aspects of our business, including its impact on our employees, customers, vendors, and business partners. There are 

effect on our operations, cash flows and financial position.

Our success depends on our ability to manage our growing and changing operations.

International activities such as boycotts, embargoes, product rejection, trade policies and compliance matters, may have an 

Since our formation in 2004, our business has grown significantly in size, products and complexity. This growth places 

adverse effect on our results of operations.

Government actions abroad can have a significant impact on our business. In 2022, we exported approximately 16% of 

our ethanol production. We have experienced trade policy disputes, tariffs, changing foreign laws as well as investigations in 

various foreign countries over the past ten years that have adversely impacted the international demand for U.S. ethanol. With 

these types of international activities, the value of our products may be affected, which could have a negative impact on our 

substantial demands on our management, systems, internal controls, and financial and physical resources. If we acquire or 
develop additional operations, we may need to further develop our financial and managerial controls and reporting systems, 
and could incur expenses related to hiring additional qualified personnel and expanding our information technology 
infrastructure. Our ability to manage growth effectively could impact our results of operations, financial position and cash 
flows.

profitability. Additionally, tariffs on U.S. ethanol may lead to further industry over-supply and reduce our profitability. 

Replacement technologies could make corn-based ethanol or our process technology obsolete.

Moreover, the America First trade position has caused more countries to toughen their positions on U.S. imports.

Ethanol is used primarily as an octane additive and oxygenate blended with gasoline. Critics of ethanol blends argue that 

it decreases fuel economy, causes corrosion and damages fuel pumps. Prior to federal restrictions and ethanol mandates, 
methyl tertiary-butyl ether, or MTBE, was the leading oxygenate. Other oxygenate products could enter the market and prove 
to be environmentally or economically superior to ethanol. Alternative biofuel alcohols, such as methanol and butanol, could 
evolve and replace ethanol.

Research is currently underway to develop products and processes that have advantages over ethanol, such as: lower 
vapor pressure, making it easier to add to gasoline; similar energy content as gasoline, reducing any decrease in fuel economy 
caused by blending with gasoline; ability to blend at higher concentration levels in standard vehicles; and reduced 
susceptibility to separation when water is present. Products offering a competitive advantage over ethanol could reduce our 
ability to generate revenue and profits from ethanol production.

New ethanol process technologies could emerge that require less energy per gallon to produce and result in lower 
production costs. Our process technologies could become less effective or competitive than competing technologies or 
obsolete and place us at a competitive disadvantage, which could have a material adverse effect on our operations, cash flows 
and financial position.

We may be required to provide remedies for ethanol, distillers grains, Ultra-High Protein or renewable corn oil that do not 
meet the specifications defined in our sales contracts.

If we produce or purchase ethanol, distillers grains, Ultra-High Protein or renewable corn oil that does not meet the 

specifications defined in our sales contracts, we may be subject to quality claims. We could be required to refund the 
purchase price of any non-conforming product or replace the non-conforming product at our expense. Ethanol, distillers 
grains, Ultra-High Protein or renewable corn oil that we purchase or market and subsequently sell to others could result in 
similar claims if the product does not meet applicable contract specifications, which could have an adverse impact on our 
profitability.

Business disruptions due to unforeseen operational failures or factors outside of our control could impact our ability to fulfill 
contractual obligations.

Natural disasters, pandemics, transportation issues, significant track damage resulting from a train derailment or strikes 

by our transportation providers could delay shipments of raw materials to our plants or deliveries of ethanol, distillers grains, 
Ultra-High Protein and renewable corn oil to our customers. If we are unable to meet customer demand or contract delivery 
requirements due to stalled operations caused by business disruptions, we could potentially lose customers.

Shifts in global markets, supply or demand changes, as well as adverse weather conditions, such as inadequate or 

excessive amounts of rain during the growing season, overly wet conditions, an early freeze or snowy weather during harvest 
could impact the supply of corn that is needed to produce ethanol. Corn stored in an open pile may be damaged by rain or 
warm weather before the corn is dried, shipped or moved into a storage structure. 

safeguarding the integrity of the futures markets and protecting the interests of market participants. As a market participant, 

Our business may be adversely impacted by the continued impact of the COVID-19 outbreak.

The outbreak of the coronavirus, or COVID-19, including resurgences and variants of the virus, has created risk on all 

aspects of our business, including its impact on our employees, customers, vendors, and business partners. There are 
uncertainties from COVID-19 that continue, and include but are not limited to (1) the health of our workforce, and our ability 
to meet staffing needs which are vital to our operations; (2) the duration of additional outbreaks; (3) the effect on customer 
demand resulting in a decline in the demand for our products; (4) impacts on our supply chain and potential limitations of 

21

22

The ability or willingness of OPEC and other oil exporting nations to set and maintain production levels has a significant 

impact on oil and natural gas commodity prices.

The Organization of Petroleum Exporting Countries and their allies (collectively, OPEC+), is an intergovernmental 

organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC+ 

members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and 

pricing. There can be no assurance that OPEC+ members and other oil exporting nations will agree to future production cuts 

or other actions to support and stabilize oil prices, nor can there be any assurance that they will not further reduce oil prices or 

increase production. Uncertainty regarding future actions to be taken by OPEC+ members or other oil exporting countries 

could lead to increased volatility in the price of oil, which could adversely affect our business, future financial condition and 

results of operations.

Increased ethanol industry penetration by oil and other multinational companies could impact our margins.

We operate in a very competitive environment and compete with other domestic ethanol producers in a relatively 

fragmented industry. The top four producers account for approximately 41% of the domestic production capacity with 

production capacity ranging from 958 mmgy to 2,811 mmgy. The remaining ethanol producers consist of smaller entities 

engaged exclusively in ethanol production and large integrated grain companies that produce ethanol in addition to their base 

grain businesses. We compete for capital, labor, corn and other resources with these companies. Historically, oil companies, 

petrochemical refiners and gasoline retailers were not engaged in ethanol production even though they form the primary 

distribution network for ethanol blended with gasoline. As of this filing, oil refiners accounted for approximately 10% of 

domestic ethanol production. If these companies increase their ethanol plant ownership or additional companies commence 

production, the need to purchase ethanol from independent producers like us or at pricing that provides us an acceptable 

margin could diminish and adversely effect on our operations, cash flows and financial position.

Our agribusiness operations are subject to significant government regulations.

Our agribusiness operations are regulated by various government entities that can impose significant costs on our 

business. Failure to comply could result in additional expenditures, fines or criminal action. Our production levels, markets 

and grains we merchandise are affected by federal government programs. Government policies such as tariffs, duties, 

subsidies, import and export restrictions and embargos can also impact our business. Changes in government policies and 

producer support could impact the type and amount of grains planted, which could affect our ability to buy grain. Export 

restrictions or tariffs could limit sales opportunities outside of the United States.

Commodities futures trading is subject to extensive regulations.

The futures industry is subject to extensive regulation. Since we use exchange-traded futures contracts as part of our 

business, we are required to comply with a wide range of requirements imposed by the Commodity Futures Trading 

Commission, National Futures Association and the exchanges on which we trade. These regulatory bodies are responsible for 

we are subject to regulation concerning trade practices, business conduct, reporting, position limits, record retention, the 

conduct of our officers and employees, and other matters.

Failure to comply with the laws, rules or regulations applicable to futures trading could have adverse consequences. Such 

claims could result in fines, settlements or suspended trading privileges, which could have a material adverse impact on our 

business, financial condition or operating results.

supply of our feedstocks, chemicals and other products utilized as well as supply chain impacts on construction equipment, 
supplies and/or labor; (5) interruptions of our rail and distribution systems and delays in the delivery of our product; and (6) 
volatility in the credit and financial markets. Specifically, we have experienced demand fluctuations for our products, and rail 
disruptions. Any of the foregoing may have an adverse impact our business, operations and/or profitability.

We may not be able to hire and retain qualified personnel to operate our facilities.

Our success depends, in part, on our ability to attract and retain competent employees. Qualified employees, including 

but not limited to finance and accounting, managers, engineers, merchandisers, and other personnel must be hired for each of 

our locations and our corporate office. If we are unable to hire and retain productive, skilled personnel, we may not be able to 

We continue to actively manage our response in collaboration with customers, government officials, and business 

maximize production, optimize plant operations or execute our business strategy.

partners and assess potential impacts to our future financial position and operating results, as well as adverse developments in 
our business. While many restrictions have been lifted, it is not possible for us to predict whether there will be additional 
government-mandated orders that could affect our business, or how any additional measures could impact our operations. We 
are unable to predict the overall impact these events will have on our future financial position and operations and it could 
have a material adverse impact on our business, operations and/or profitability.

Our ethanol-related assets may be at greater risk of terrorist attacks, threats of war or actual war, than other possible 
targets.

Terrorist attacks in the United States, including threats of war or actual war, may adversely affect our operations. A 

direct attack on our ethanol plants, or our partnership’s storage facilities, fuel terminals and railcars could have a material 
adverse effect on our financial condition, results of operations and cash flows. Furthermore, a terrorist attack could have an 
adverse impact on ethanol prices. Disruption or significant increases in ethanol prices could result in government-imposed 
price controls.

Our network infrastructure, enterprise applications and internal technology systems could be damaged or otherwise fail and 
disrupt business activities.

Our network infrastructure, enterprise applications and internal technology systems are instrumental to the day-to-day 

from period to period.

operations of our business. Numerous factors outside of our control, including earthquakes, floods, lightning, tornados, fire, 
power loss, telecommunication failures, computer viruses, physical or electronic vandalism or similar disruptions could result 
in system failures, interruptions or loss of critical data and prevent us from fulfilling customer orders. We cannot provide 
assurance that our backup systems are sufficient to mitigate hardware or software failures, which could result in business 
disruptions that negatively impact our operating results and damage our reputation.

We could be adversely affected by cyber-attacks, data security breaches and significant information technology systems 
interruptions.

We rely on network infrastructure, enterprise applications, and internal and external technology systems for operational, 

investment income recognized from these investments can vary substantially from period to period. Any losses experienced 

marketing support and sales, and product development activities. The hardware and software systems related to such 
activities are subject to damage from earthquakes, floods, lightning, tornados, fire, power loss, telecommunication failures, 
cyber-attacks and other similar events. They are also subject to acts such as computer viruses, physical or electronic 
vandalism or other similar disruptions that could cause system interruptions and loss of critical data, and could prevent us 
from fulfilling customers’ orders. We have experienced various cyber-attacks, with minimal consequences on our business to 
date. As examples, we have experienced attempts to gain access to systems, denial of service attacks, attempted malware 
infections, account takeovers, scanning activity and phishing emails. Attacks can originate from external criminals, terrorists, 
nation states or internal actors. We will continue to dedicate resources and incur expenses to maintain and update on an 
ongoing basis the systems and processes that are designed to mitigate the information security risks we face and protect the 
security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to 
obtain access to confidential information, disrupt or degrade service or cause other damage. Despite the implementation of 
numerous cybersecurity measures (including but not limited to, ongoing collaboration and engagement with the Department 
of Homeland Security, access controls, data encryption, internal and third-party vulnerability assessments, employee training, 
continuous protection and monitoring, and maintenance of backup and protective systems), our information technology 
systems may still be vulnerable to cybersecurity threats and other electronic security breaches. While we have taken 
reasonable efforts to protect ourselves, and to date, we have not experienced any material losses related to cyber-attacks, we 
cannot assure our shareholders that any of our security measures would be sufficient in the future. Any event that causes 
failures or interruption in such hardware or software systems could result in disruption of our business operations, have a 
negative impact on our operating results, and damage our reputation, which could negatively affect our financial condition, 
results of operation, cash flows.

23

24

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes 

(excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad 

valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted 

or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to 

periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may 

subject us to interest and penalties.

Federal, state and local jurisdictions may challenge our tax return positions. 

The positions taken in our federal and state tax return filings require significant judgments, use of estimates and the 

interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and amounts 

of deductible and taxable items. Despite management’s belief that our tax return positions are fully supportable, certain 

positions may be successfully challenged by federal, state and local jurisdictions.

Financial performance of our equity method investments are subject to risks beyond our control and can vary substantially 

The company invests in certain limited liability companies, which are accounted for using the equity method of 

accounting. This means that the company’s share of net income or loss in the investee increases or decreases, as applicable, 

the carrying value of the investment. By operating a business through this arrangement, we do not have control over 

operating decisions as we would if we owned the business outright. Specifically, we cannot act on major business initiatives 

without the consent of the other investors.

The company recognizes these investments within other assets on the consolidated balance sheets and its proportionate 

share of earnings on a separate line item in the consolidated statements of operations. As a result, the amount of net 

by these entities could adversely impact our results of operations and the value of our investment.

We are exposed to credit risk that could result in losses or affect our ability to make payments should a counterparty fail to 

perform according to the terms of our agreement.

We are exposed to credit risk from a variety of customers, including major integrated oil companies, large independent 

refiners, petroleum wholesalers and other ethanol plants. We are also exposed to credit risk with major suppliers of petroleum 

products and agricultural inputs when we make payments for undelivered inventories. Our fixed-price forward contracts are 

subject to credit risk when prices change significantly prior to delivery. The inability by a third party to pay us for our sales, 

provide product that was paid for in advance or deliver on a fixed-price contract could result in a loss and adversely impact 

our liquidity and ability to make our own payments when due.

The interest rates under our credit facilities may be impacted by the phase-out of LIBOR and we have exposure to increases 

in interest rates.

LIBOR was historically the basic rate of interest widely used as a reference for setting the interest rates on loans 

globally. We have and continue to use LIBOR as a reference rate for some of our credit facilities. The United Kingdom’s 

Financial Conduct Authority, which regulates LIBOR, ceased the publication of the one week and two month LIBOR settings 

immediately following the LIBOR publication on December 31, 2021, and will cease the remaining USD LIBOR settings 

immediately following the LIBOR publication on June 30, 2023. The U.S. Federal Reserve, in conjunction with the 

Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering 

replacing U.S. dollar LIBOR with a new reference rate, the SOFR, calculated using short-term repurchase agreements backed 

by Treasury securities. The potential effect of any such event on interest expense cannot yet be determined. Our financial 

supplies and/or labor; (5) interruptions of our rail and distribution systems and delays in the delivery of our product; and (6) 

volatility in the credit and financial markets. Specifically, we have experienced demand fluctuations for our products, and rail 

disruptions. Any of the foregoing may have an adverse impact our business, operations and/or profitability.

We continue to actively manage our response in collaboration with customers, government officials, and business 

partners and assess potential impacts to our future financial position and operating results, as well as adverse developments in 

government-mandated orders that could affect our business, or how any additional measures could impact our operations. We 

are unable to predict the overall impact these events will have on our future financial position and operations and it could 

have a material adverse impact on our business, operations and/or profitability.

Our ethanol-related assets may be at greater risk of terrorist attacks, threats of war or actual war, than other possible 

targets.

Terrorist attacks in the United States, including threats of war or actual war, may adversely affect our operations. A 

direct attack on our ethanol plants, or our partnership’s storage facilities, fuel terminals and railcars could have a material 

adverse effect on our financial condition, results of operations and cash flows. Furthermore, a terrorist attack could have an 

adverse impact on ethanol prices. Disruption or significant increases in ethanol prices could result in government-imposed 

price controls.

disrupt business activities.

Our network infrastructure, enterprise applications and internal technology systems could be damaged or otherwise fail and 

Our network infrastructure, enterprise applications and internal technology systems are instrumental to the day-to-day 

operations of our business. Numerous factors outside of our control, including earthquakes, floods, lightning, tornados, fire, 

in system failures, interruptions or loss of critical data and prevent us from fulfilling customer orders. We cannot provide 

assurance that our backup systems are sufficient to mitigate hardware or software failures, which could result in business 

disruptions that negatively impact our operating results and damage our reputation.

We could be adversely affected by cyber-attacks, data security breaches and significant information technology systems 

interruptions.

We rely on network infrastructure, enterprise applications, and internal and external technology systems for operational, 

marketing support and sales, and product development activities. The hardware and software systems related to such 

activities are subject to damage from earthquakes, floods, lightning, tornados, fire, power loss, telecommunication failures, 

cyber-attacks and other similar events. They are also subject to acts such as computer viruses, physical or electronic 

vandalism or other similar disruptions that could cause system interruptions and loss of critical data, and could prevent us 

from fulfilling customers’ orders. We have experienced various cyber-attacks, with minimal consequences on our business to 

date. As examples, we have experienced attempts to gain access to systems, denial of service attacks, attempted malware 

infections, account takeovers, scanning activity and phishing emails. Attacks can originate from external criminals, terrorists, 

nation states or internal actors. We will continue to dedicate resources and incur expenses to maintain and update on an 

ongoing basis the systems and processes that are designed to mitigate the information security risks we face and protect the 

security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to 

obtain access to confidential information, disrupt or degrade service or cause other damage. Despite the implementation of 

numerous cybersecurity measures (including but not limited to, ongoing collaboration and engagement with the Department 

of Homeland Security, access controls, data encryption, internal and third-party vulnerability assessments, employee training, 

continuous protection and monitoring, and maintenance of backup and protective systems), our information technology 

systems may still be vulnerable to cybersecurity threats and other electronic security breaches. While we have taken 

reasonable efforts to protect ourselves, and to date, we have not experienced any material losses related to cyber-attacks, we 

cannot assure our shareholders that any of our security measures would be sufficient in the future. Any event that causes 

failures or interruption in such hardware or software systems could result in disruption of our business operations, have a 

negative impact on our operating results, and damage our reputation, which could negatively affect our financial condition, 

results of operation, cash flows.

supply of our feedstocks, chemicals and other products utilized as well as supply chain impacts on construction equipment, 

We may not be able to hire and retain qualified personnel to operate our facilities.

Our success depends, in part, on our ability to attract and retain competent employees. Qualified employees, including 
but not limited to finance and accounting, managers, engineers, merchandisers, and other personnel must be hired for each of 
our locations and our corporate office. If we are unable to hire and retain productive, skilled personnel, we may not be able to 
maximize production, optimize plant operations or execute our business strategy.

our business. While many restrictions have been lifted, it is not possible for us to predict whether there will be additional 

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes 
(excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad 
valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted 
or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to 
periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may 
subject us to interest and penalties.

Federal, state and local jurisdictions may challenge our tax return positions. 

The positions taken in our federal and state tax return filings require significant judgments, use of estimates and the 
interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and amounts 
of deductible and taxable items. Despite management’s belief that our tax return positions are fully supportable, certain 
positions may be successfully challenged by federal, state and local jurisdictions.

Financial performance of our equity method investments are subject to risks beyond our control and can vary substantially 
from period to period.

power loss, telecommunication failures, computer viruses, physical or electronic vandalism or similar disruptions could result 

The company invests in certain limited liability companies, which are accounted for using the equity method of 

accounting. This means that the company’s share of net income or loss in the investee increases or decreases, as applicable, 
the carrying value of the investment. By operating a business through this arrangement, we do not have control over 
operating decisions as we would if we owned the business outright. Specifically, we cannot act on major business initiatives 
without the consent of the other investors.

The company recognizes these investments within other assets on the consolidated balance sheets and its proportionate 

share of earnings on a separate line item in the consolidated statements of operations. As a result, the amount of net 
investment income recognized from these investments can vary substantially from period to period. Any losses experienced 
by these entities could adversely impact our results of operations and the value of our investment.

We are exposed to credit risk that could result in losses or affect our ability to make payments should a counterparty fail to 
perform according to the terms of our agreement.

We are exposed to credit risk from a variety of customers, including major integrated oil companies, large independent 
refiners, petroleum wholesalers and other ethanol plants. We are also exposed to credit risk with major suppliers of petroleum 
products and agricultural inputs when we make payments for undelivered inventories. Our fixed-price forward contracts are 
subject to credit risk when prices change significantly prior to delivery. The inability by a third party to pay us for our sales, 
provide product that was paid for in advance or deliver on a fixed-price contract could result in a loss and adversely impact 
our liquidity and ability to make our own payments when due.

The interest rates under our credit facilities may be impacted by the phase-out of LIBOR and we have exposure to increases 
in interest rates.

LIBOR was historically the basic rate of interest widely used as a reference for setting the interest rates on loans 
globally. We have and continue to use LIBOR as a reference rate for some of our credit facilities. The United Kingdom’s 
Financial Conduct Authority, which regulates LIBOR, ceased the publication of the one week and two month LIBOR settings 
immediately following the LIBOR publication on December 31, 2021, and will cease the remaining USD LIBOR settings 
immediately following the LIBOR publication on June 30, 2023. The U.S. Federal Reserve, in conjunction with the 
Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering 
replacing U.S. dollar LIBOR with a new reference rate, the SOFR, calculated using short-term repurchase agreements backed 
by Treasury securities. The potential effect of any such event on interest expense cannot yet be determined. Our financial 

23

24

us, and impact our access to the capital and financial markets.

Further, it is believed that climate change itself may cause more extreme temperatures and weather conditions such as 

more intense hurricanes, thunderstorms, tornadoes, droughts, floods, snow or ice storms as well as rising sea levels and 

increased volatility in temperatures. Extreme weather conditions can interfere with our operations and cause damage resulting 

from extreme weather, which may not be fully insured. However, at this time, we are unable to determine the extent to which 

any potential climate change may lead to increased weather hazards affecting our operations.

Our insurance policies do not cover all losses, costs or liabilities that we may experience, and insurance companies that 

currently insure companies in the energy industry may cease to do so or substantially increase premiums.

We are insured under property, liability and business interruption policies, subject to the deductibles and limits under 

those policies. We have acquired insurance that we believe to be adequate to prevent loss from material foreseeable risks. 

acceptable. Loss from an event, such as, but not limited to war, riots, pandemics, terrorism or other risks, may not be insured 

and such a loss may have a material adverse effect on our operations, cash flows and financial position. Certain of our ethanol 

plants and our related storage tanks, as well as certain of our fuel terminal facilities are located within recognized seismic and 

flood zones. We believe that the design of these facilities have been modified to fortify them to meet structural requirements 

for those regions of the country. We have also obtained additional insurance coverage specific to earthquake and flood risks 

for the applicable plants and fuel terminals. However, there is no assurance that any such facility would remain in operation if 

a seismic or flood event were to occur.

Additionally, our ability to obtain and maintain adequate insurance may be adversely affected by conditions in the 

insurance market over which we have no control. In addition, if we experience insurable events, our annual premiums could 

increase further or insurance may not be available at all. If significant changes in the number or financial solvency of 

insurance underwriters for the ethanol industry occur, we may be unable to obtain and maintain adequate insurance at a 

reasonable cost. We cannot assure our shareholders that we will be able to renew our insurance coverage on acceptable terms, 

condition, results of operations and cash flows could be materially adversely affected by significant increases in interest rates.

ESG practices of companies. The impact of such efforts may adversely affect the demand for and price of securities issued by 

We have limitations, as a holding company, in our ability to receive distributions from a small number of our subsidiaries.

We conduct most of our operations through our subsidiaries and rely on dividends or intercompany transfers of funds to 
generate free cash flow. Some of our subsidiaries are currently, or are expected to be, limited in their ability to pay dividends 
or make distributions under the terms of their financing agreements. Consequently, we cannot fully rely on the cash flow 
from one subsidiary to satisfy the loan obligations of another subsidiary. As a result, if a subsidiary is unable to satisfy its 
loan obligations, we may not be able to prevent default by providing additional cash to that subsidiary, even if sufficient cash 
exists elsewhere within our organization.

The ability of suppliers to deliver inputs, parts, components and equipment to our facilities, and our ability to construct our 
facilities without disruption, could affect our business performance.

We use a wide range of materials and components in the production of our products and our transformation construction, 

However, events may occur for which no insurance is available or for which insurance is not available on terms that are 

which come from numerous suppliers. Also, key parts may be available only from a single or a limited group of suppliers, 
and we are subject to supply and pricing risk. Our operations and those of our suppliers are subject to disruption for a variety 
of reasons, including supplier plant shutdowns or slowdowns, parts availability, transportation delays, work stoppages, labor 
relations, governmental regulatory and enforcement actions, disputes with suppliers, distributors or transportation providers, 
information technology failures, and natural hazards, including due to climate change. We may be impacted by supply chain 
issues, due to factors largely beyond our control, which could escalate in future quarters. Any of the foregoing factors may 
result in higher costs or operational disruptions, which could have an adverse impact on our business and financial 
statements. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any 
significant disruption could have a material adverse impact on our financial statements.

Inflation may impact the cost and/or availability of materials, inputs and labor, which could adversely affect our operating 
results.

We have experienced inflationary impacts on raw materials, labor costs, wages, components, equipment, other inputs and 

if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal. The occurrence of an 

services across our business and inflation and its impact could escalate in future quarters, many of which are beyond our 
control. Moreover, we may not be able to pass those costs along in the products we sell. As such, inflationary pressures could 
have a material adverse effect on our performance and financial statements.

event that is not fully covered by insurance, the failure by one or more insurers to honor its commitments for an insured event 

or the loss of insurance coverage could have a material adverse effect on our financial condition, results of operations, cash 

flows and ability of the partnership to make distributions to its unitholders.

Climate change, environmental, social and corporate governance issues and uncertainty regarding regulation of such 
matters may increase our operating costs, impact our capital markets and potentially reduce the value of our products and 
assets.

Risks Related to the Partnership 

We depend on the partnership to provide fuel storage and transportation services.

The issue of global climate change continues to attract considerable public and scientific attention with widespread 
concern about the impacts of human activity, especially the emissions of GHG such as carbon dioxide and methane. With the 
current administration, climate change legislation in the U.S. is likely to receive increased focus and consideration over the 
next several years, with numerous proposals having been made and are likely to continue to be made at the international, 
national, regional and state levels of government that are intended to limit emissions of GHG and capture carbon. Several 
states have already adopted measures requiring reduction of GHG within state boundaries. Other states have elected to 
participate in voluntary regional cap-and-trade programs. While we have considered potential risks with transitioning to a 
low-carbon economy, and we believe our products are low carbon and result in a reduction of GHG emissions compared to 
alternatives, any significant legislative changes at the international, national, state or local levels could significantly affect our 
ability to produce and sell our products, could increase the cost of the production and sale of our products and could 
materially reduce the value of our products. Additionally, our industry receives adverse commentary related to food versus 
fuel and land use change/conversion debates. These debates could increase which could potentially result in increased costs 
and/or regulations. Moreover, costs to transition to lower emissions process technology related to our decarbonization 
strategy is a related risk that has the potential to result in increased research and development expenditures in new and 
alternative technologies and capital investments in technology development. Unsuccessful investment in new technologies 
could pose further risk. Transitioning to a low-carbon economy could also result in increased cost of raw materials, which 
could increase our overall production costs.

Apart from legislation and regulation, some banks based both domestically and internationally have announced that they 
have adopted environmental, social and corporate governance guidelines (ESG). There have also been efforts in recent years 
affecting the investment community promoting the divestment of fossil fuel equities, and encouraging the consideration of 

The partnership’s operations are subject to all of the risks and hazards inherent in the storage and transportation of fuel, 

including: damages to storage facilities, railcars and surrounding properties caused by floods, fires, severe weather, 

explosions, embargoes, natural disasters or acts of terrorism; mechanical or structural failures at the partnership’s facilities or 

at third-party facilities at which its operations are dependent; curtailments of operations relative to severe weather; and other 

hazards, resulting in severe damage or destruction of the partnership’s assets or temporary or permanent shut-down of the 

partnership’s facilities. If the partnership is unable to serve our storage and transportation needs, our ability to operate our 

business could be adversely impacted, which could adversely affect our financial condition and results of operations. The 

inability of the partnership to continue operations, for any reason, could also impact the value of our investment in the 

partnership and, because the partnership is a consolidated entity, our business, financial condition and results of operations.

The partnership’s credit facility includes restrictions that may limit its ability to finance future operations, meet its capital 

needs or expand its business. If the partnership fails to comply with covenants in its credit facility, the partnership may be 

required to repay its indebtedness thereunder, which may have an adverse effect on the partnership’s liquidity and its ability 

to operate and provide services to us.

The partnership is dependent upon the earnings and cash flow generated by its operations in order to meet its debt service 

obligations and to allow the partnership to pay cash distributions to its unitholders. The operating and financial restrictions 

and covenants in the partnership’s credit facility or in any future financing agreements could restrict its ability to finance 

future operations or capital needs or to expand or pursue its business activities, which may, in turn, limit its ability to pay 

cash distributions to unitholders. For example, the partnership’s credit facility restricts its ability to, among other things: (1) 

make certain cash distributions; (2) incur certain indebtedness; (3) create certain liens; (4) make certain investments; (5) 

25

26

condition, results of operations and cash flows could be materially adversely affected by significant increases in interest rates.

We have limitations, as a holding company, in our ability to receive distributions from a small number of our subsidiaries.

We conduct most of our operations through our subsidiaries and rely on dividends or intercompany transfers of funds to 

generate free cash flow. Some of our subsidiaries are currently, or are expected to be, limited in their ability to pay dividends 

or make distributions under the terms of their financing agreements. Consequently, we cannot fully rely on the cash flow 

from one subsidiary to satisfy the loan obligations of another subsidiary. As a result, if a subsidiary is unable to satisfy its 

loan obligations, we may not be able to prevent default by providing additional cash to that subsidiary, even if sufficient cash 

exists elsewhere within our organization.

The ability of suppliers to deliver inputs, parts, components and equipment to our facilities, and our ability to construct our 

facilities without disruption, could affect our business performance.

We use a wide range of materials and components in the production of our products and our transformation construction, 

which come from numerous suppliers. Also, key parts may be available only from a single or a limited group of suppliers, 

and we are subject to supply and pricing risk. Our operations and those of our suppliers are subject to disruption for a variety 

of reasons, including supplier plant shutdowns or slowdowns, parts availability, transportation delays, work stoppages, labor 

relations, governmental regulatory and enforcement actions, disputes with suppliers, distributors or transportation providers, 

information technology failures, and natural hazards, including due to climate change. We may be impacted by supply chain 

issues, due to factors largely beyond our control, which could escalate in future quarters. Any of the foregoing factors may 

result in higher costs or operational disruptions, which could have an adverse impact on our business and financial 

statements. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any 

significant disruption could have a material adverse impact on our financial statements.

Inflation may impact the cost and/or availability of materials, inputs and labor, which could adversely affect our operating 

We have experienced inflationary impacts on raw materials, labor costs, wages, components, equipment, other inputs and 

services across our business and inflation and its impact could escalate in future quarters, many of which are beyond our 

control. Moreover, we may not be able to pass those costs along in the products we sell. As such, inflationary pressures could 

have a material adverse effect on our performance and financial statements.

results.

assets.

The issue of global climate change continues to attract considerable public and scientific attention with widespread 

concern about the impacts of human activity, especially the emissions of GHG such as carbon dioxide and methane. With the 

current administration, climate change legislation in the U.S. is likely to receive increased focus and consideration over the 

next several years, with numerous proposals having been made and are likely to continue to be made at the international, 

national, regional and state levels of government that are intended to limit emissions of GHG and capture carbon. Several 

states have already adopted measures requiring reduction of GHG within state boundaries. Other states have elected to 

participate in voluntary regional cap-and-trade programs. While we have considered potential risks with transitioning to a 

low-carbon economy, and we believe our products are low carbon and result in a reduction of GHG emissions compared to 

alternatives, any significant legislative changes at the international, national, state or local levels could significantly affect our 

ability to produce and sell our products, could increase the cost of the production and sale of our products and could 

materially reduce the value of our products. Additionally, our industry receives adverse commentary related to food versus 

fuel and land use change/conversion debates. These debates could increase which could potentially result in increased costs 

and/or regulations. Moreover, costs to transition to lower emissions process technology related to our decarbonization 

strategy is a related risk that has the potential to result in increased research and development expenditures in new and 

alternative technologies and capital investments in technology development. Unsuccessful investment in new technologies 

could pose further risk. Transitioning to a low-carbon economy could also result in increased cost of raw materials, which 

could increase our overall production costs.

Apart from legislation and regulation, some banks based both domestically and internationally have announced that they 

have adopted environmental, social and corporate governance guidelines (ESG). There have also been efforts in recent years 

affecting the investment community promoting the divestment of fossil fuel equities, and encouraging the consideration of 

ESG practices of companies. The impact of such efforts may adversely affect the demand for and price of securities issued by 
us, and impact our access to the capital and financial markets.

Further, it is believed that climate change itself may cause more extreme temperatures and weather conditions such as 

more intense hurricanes, thunderstorms, tornadoes, droughts, floods, snow or ice storms as well as rising sea levels and 
increased volatility in temperatures. Extreme weather conditions can interfere with our operations and cause damage resulting 
from extreme weather, which may not be fully insured. However, at this time, we are unable to determine the extent to which 
any potential climate change may lead to increased weather hazards affecting our operations.

Our insurance policies do not cover all losses, costs or liabilities that we may experience, and insurance companies that 
currently insure companies in the energy industry may cease to do so or substantially increase premiums.

We are insured under property, liability and business interruption policies, subject to the deductibles and limits under 
those policies. We have acquired insurance that we believe to be adequate to prevent loss from material foreseeable risks. 
However, events may occur for which no insurance is available or for which insurance is not available on terms that are 
acceptable. Loss from an event, such as, but not limited to war, riots, pandemics, terrorism or other risks, may not be insured 
and such a loss may have a material adverse effect on our operations, cash flows and financial position. Certain of our ethanol 
plants and our related storage tanks, as well as certain of our fuel terminal facilities are located within recognized seismic and 
flood zones. We believe that the design of these facilities have been modified to fortify them to meet structural requirements 
for those regions of the country. We have also obtained additional insurance coverage specific to earthquake and flood risks 
for the applicable plants and fuel terminals. However, there is no assurance that any such facility would remain in operation if 
a seismic or flood event were to occur.

Additionally, our ability to obtain and maintain adequate insurance may be adversely affected by conditions in the 
insurance market over which we have no control. In addition, if we experience insurable events, our annual premiums could 
increase further or insurance may not be available at all. If significant changes in the number or financial solvency of 
insurance underwriters for the ethanol industry occur, we may be unable to obtain and maintain adequate insurance at a 
reasonable cost. We cannot assure our shareholders that we will be able to renew our insurance coverage on acceptable terms, 
if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal. The occurrence of an 
event that is not fully covered by insurance, the failure by one or more insurers to honor its commitments for an insured event 
or the loss of insurance coverage could have a material adverse effect on our financial condition, results of operations, cash 
flows and ability of the partnership to make distributions to its unitholders.

Climate change, environmental, social and corporate governance issues and uncertainty regarding regulation of such 

matters may increase our operating costs, impact our capital markets and potentially reduce the value of our products and 

Risks Related to the Partnership 

We depend on the partnership to provide fuel storage and transportation services.

The partnership’s operations are subject to all of the risks and hazards inherent in the storage and transportation of fuel, 

including: damages to storage facilities, railcars and surrounding properties caused by floods, fires, severe weather, 
explosions, embargoes, natural disasters or acts of terrorism; mechanical or structural failures at the partnership’s facilities or 
at third-party facilities at which its operations are dependent; curtailments of operations relative to severe weather; and other 
hazards, resulting in severe damage or destruction of the partnership’s assets or temporary or permanent shut-down of the 
partnership’s facilities. If the partnership is unable to serve our storage and transportation needs, our ability to operate our 
business could be adversely impacted, which could adversely affect our financial condition and results of operations. The 
inability of the partnership to continue operations, for any reason, could also impact the value of our investment in the 
partnership and, because the partnership is a consolidated entity, our business, financial condition and results of operations.

The partnership’s credit facility includes restrictions that may limit its ability to finance future operations, meet its capital 
needs or expand its business. If the partnership fails to comply with covenants in its credit facility, the partnership may be 
required to repay its indebtedness thereunder, which may have an adverse effect on the partnership’s liquidity and its ability 
to operate and provide services to us.

The partnership is dependent upon the earnings and cash flow generated by its operations in order to meet its debt service 

obligations and to allow the partnership to pay cash distributions to its unitholders. The operating and financial restrictions 
and covenants in the partnership’s credit facility or in any future financing agreements could restrict its ability to finance 
future operations or capital needs or to expand or pursue its business activities, which may, in turn, limit its ability to pay 
cash distributions to unitholders. For example, the partnership’s credit facility restricts its ability to, among other things: (1) 
make certain cash distributions; (2) incur certain indebtedness; (3) create certain liens; (4) make certain investments; (5) 

25

26

merge or sell certain of our assets; and (6) expand the nature of our business.

Cash available for distributions could be reduced and likely cause a substantial reduction in unit value if the partnership 

Furthermore, the partnership’s credit facility contains covenants requiring it to maintain certain financial ratios. 

A failure to comply with the provisions of the partnership’s credit facility could result in an event of default that could 

enable the partnership’s lenders, subject to the terms and conditions of the partnership’s credit facility, to declare the 
outstanding principal of that debt, together with accrued interest, to be immediately due and payable and/or to proceed against 
the collateral granted to them to secure such debt. If there is a default or event of default, the payment of the partnership’s 
debt is accelerated, defaults under its other debt instruments, if any, may be triggered, and its assets may be insufficient to 
repay such debt in full. Therefore, the holders of its units could experience a partial or total loss of their investment.

Increases in interest rates could adversely impact the partnership’s unit price, ability to issue equity or incur debt, and pay 
cash distributions at intended levels.

The partnership’s cash distributions and implied distribution yield affect its unit price. Distributions are often used by 
investors to compare and rank yield-oriented securities when making investment decisions. A rising interest rate environment 
could have an adverse impact on the partnership’s unit price, ability to issue equity or incur debt or pay cash distributions at 
intended levels, which could adversely impact the value of our investment in the partnership. 

The partnership may not have sufficient available cash to pay quarterly distributions on its units.

The amount of cash the partnership can distribute depends on how much cash is generated from operations, which can 
fluctuate from quarter to quarter based on ethanol and other fuel volumes, handling fees, payments associated with minimum 
volume commitments, timely payments by subsidiaries, and other third parties, and prevailing economic conditions. The 
amount of cash available for distribution also depends on the partnership’s operating and general and administrative 
expenses, capital expenditures, acquisitions and organic growth projects, debt service requirements, working capital needs, 
ability to borrow funds and access capital markets, credit facility restrictions, cash reserves and other risks affecting cash 
levels. Increasing the partnership’s borrowings or other debt to finance certain projects could increase interest expense, which 
could impact the amount of cash available for distributions. There are no limitations in the partnership agreement regarding 
its ability to issue additional units. Should the partnership issue additional units in connection with an acquisition or 
expansion, the distributions on the incremental units will increase the risk that the partnership will be unable to maintain or 
increase distributions on a per unit basis. 

We may be required to pay taxes on our share of the partnership’s income that are greater than the cash distributions we 
receive from the partnership.

The unitholders of the partnership generally include, for purposes of calculating their U.S. federal, state and local income 
taxes, their share of the partnership’s taxable income, whether they have received cash distributions from the partnership. We 
ultimately may not receive cash distributions from the partnership equal to our share of taxable income or the taxes that are 
due with respect to that income, which could negatively impact our liquidity.

A majority of the executive officers and directors of the partnership are also officers of our company, which could result in 
conflicts of interest.

We indirectly own and control the partnership and appoint all of its officers and directors. A majority of the executive 
officers and directors of the partnership are also officers or directors of our company. Although our directors and officers 
have a fiduciary responsibility to manage the company in a manner that is beneficial to us, as directors and officers of the 
partnership, they also have certain duties to the partnership and its unitholders. Conflicts of interest may arise between us and 
our affiliates, and the partnership and its unitholders, and in resolving these conflicts, the partnership may favor its own 
interests over the company’s interests. In certain circumstances, the partnership may refer conflicts of interest or potential 
conflicts of interest to its conflicts committee, which must consist entirely of independent directors, for resolution. The 
conflicts committee must act in the best interests of the public unitholders of the partnership. As a result, the partnership may 
manage its business in a manner that differs from the best interests of the company or our stockholders, which could 
adversely affect our profitability.

became subject to entity-level taxation for federal income tax purposes.

The present federal income tax treatment of publicly traded partnerships or investments in its units could be modified, at 

any time, by administrative, legislative or judicial changes and interpretations. From time to time, members of Congress 

propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. 

Should any legislative proposal eliminate the qualifying income exception, all publicly traded partnerships would be treated 

as corporations for federal income tax purposes. The partnership would be required to pay federal income tax on its taxable 

income at the corporate tax rate and likely state and local income taxes at varying rates as well. Distributions to unitholders 

would be taxed as corporate distributions. The partnership’s cash available for distributions and the value of the units would 

be substantially reduced.

Risks Related to our Common Stock

The price of our common stock may be highly volatile and subject to factors beyond our control.

Some of the many factors that can influence the price of our common stock include: (1) our results of operations and the 

performance of our competitors; (2) public’s reaction to our press releases, public announcements and filings with the SEC; 

(3) changes in earnings estimates or recommendations by equity research analysts who follow us or other companies in our 

industry; (4) changes in general economic conditions; (5) changes in market prices for our products or raw materials and 

related substitutes; (6) sales of common stock by our directors, executive officers and significant shareholders; (7) actions by 

institutional investors trading in our stock; (8) disruptions in our operations; (9) changes in our management team; (10) other 

developments affecting us, our industry or our competitors; and (11) U.S. and international economic, legal and regulatory 

factors unrelated to our performance. The stock market may experience significant price and volume fluctuations, which are 

unrelated to the operating performance of any particular company. These broad market fluctuations could materially reduce 

the price of our common stock price based on factors that have little or nothing to do with our company or its performance.

Anti-takeover provisions could make it difficult for a third party to acquire us.

Our restated articles of incorporation, restated bylaws and Iowa’s law contain anti-takeover provisions that could delay 

or prevent change in control of us or our management. These provisions discourage proxy contests, making it difficult for our 

shareholders to take other corporate actions without the consent of our board of directors, which include: (1) board members 

can only be removed for cause with an affirmative vote of no less than two-thirds of the outstanding shares; (2) shareholder 

action can only be taken at a special or annual meeting, not by written consent except where required by Iowa law; (3) 

shareholders are restricted from making proposals at shareholder meetings; and (4) the board of directors can issue authorized 

or unissued shares of stock. We are subject to the provisions of the Iowa Business Corporations Act, which prohibits 

combinations between an Iowa corporation whose stock is publicly traded or held by more than 2,000 shareholders and an 

interested shareholder for three years unless certain exemption requirements are met.

Provisions in the convertible notes could also make it more difficult or too expensive for a third party to acquire us. If a 

takeover constitutes a fundamental change, holders of the notes have the right to require us to repurchase their notes in cash. 

If a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders 

who convert their notes. In either case, the obligation under the notes could increase the acquisition cost and discourage a 

third party from acquiring us. These items discourage transactions that could otherwise command a premium over prevailing 

market prices and may limit the price investors are willing to pay for our stock.

Non-U.S. shareholders may be subject to U.S. income tax on gains related to the sale of their common stock.

If we are a U.S. real property holding corporation during the shorter of the five-year period before the stock was sold or 

the period the stock was held by a non-U.S. shareholder, the non-U.S. shareholder could be subject to U.S federal income tax 

on gains related to the sale of their common stock. Whether we are a U.S. real property holding corporation depends on the 

fair market value of our U.S. real property interests relative to our other trade or business assets and non-U.S. real property 

interests. We cannot provide assurance that we are not a U.S. real property holding corporation or will not become one in the 

Item 1B. Unresolved Staff Comments.

future.

None.

27

28

merge or sell certain of our assets; and (6) expand the nature of our business.

Furthermore, the partnership’s credit facility contains covenants requiring it to maintain certain financial ratios. 

A failure to comply with the provisions of the partnership’s credit facility could result in an event of default that could 

enable the partnership’s lenders, subject to the terms and conditions of the partnership’s credit facility, to declare the 

outstanding principal of that debt, together with accrued interest, to be immediately due and payable and/or to proceed against 

the collateral granted to them to secure such debt. If there is a default or event of default, the payment of the partnership’s 

debt is accelerated, defaults under its other debt instruments, if any, may be triggered, and its assets may be insufficient to 

repay such debt in full. Therefore, the holders of its units could experience a partial or total loss of their investment.

Cash available for distributions could be reduced and likely cause a substantial reduction in unit value if the partnership 
became subject to entity-level taxation for federal income tax purposes.

The present federal income tax treatment of publicly traded partnerships or investments in its units could be modified, at 

any time, by administrative, legislative or judicial changes and interpretations. From time to time, members of Congress 
propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. 
Should any legislative proposal eliminate the qualifying income exception, all publicly traded partnerships would be treated 
as corporations for federal income tax purposes. The partnership would be required to pay federal income tax on its taxable 
income at the corporate tax rate and likely state and local income taxes at varying rates as well. Distributions to unitholders 
would be taxed as corporate distributions. The partnership’s cash available for distributions and the value of the units would 
be substantially reduced.

Increases in interest rates could adversely impact the partnership’s unit price, ability to issue equity or incur debt, and pay 

cash distributions at intended levels.

Risks Related to our Common Stock

The partnership’s cash distributions and implied distribution yield affect its unit price. Distributions are often used by 

The price of our common stock may be highly volatile and subject to factors beyond our control.

Some of the many factors that can influence the price of our common stock include: (1) our results of operations and the 
performance of our competitors; (2) public’s reaction to our press releases, public announcements and filings with the SEC; 
(3) changes in earnings estimates or recommendations by equity research analysts who follow us or other companies in our 
industry; (4) changes in general economic conditions; (5) changes in market prices for our products or raw materials and 
related substitutes; (6) sales of common stock by our directors, executive officers and significant shareholders; (7) actions by 
institutional investors trading in our stock; (8) disruptions in our operations; (9) changes in our management team; (10) other 
developments affecting us, our industry or our competitors; and (11) U.S. and international economic, legal and regulatory 
factors unrelated to our performance. The stock market may experience significant price and volume fluctuations, which are 
unrelated to the operating performance of any particular company. These broad market fluctuations could materially reduce 
the price of our common stock price based on factors that have little or nothing to do with our company or its performance.

levels. Increasing the partnership’s borrowings or other debt to finance certain projects could increase interest expense, which 

Anti-takeover provisions could make it difficult for a third party to acquire us.

Our restated articles of incorporation, restated bylaws and Iowa’s law contain anti-takeover provisions that could delay 
or prevent change in control of us or our management. These provisions discourage proxy contests, making it difficult for our 
shareholders to take other corporate actions without the consent of our board of directors, which include: (1) board members 
can only be removed for cause with an affirmative vote of no less than two-thirds of the outstanding shares; (2) shareholder 
action can only be taken at a special or annual meeting, not by written consent except where required by Iowa law; (3) 
shareholders are restricted from making proposals at shareholder meetings; and (4) the board of directors can issue authorized 
or unissued shares of stock. We are subject to the provisions of the Iowa Business Corporations Act, which prohibits 
combinations between an Iowa corporation whose stock is publicly traded or held by more than 2,000 shareholders and an 
interested shareholder for three years unless certain exemption requirements are met.

Provisions in the convertible notes could also make it more difficult or too expensive for a third party to acquire us. If a 
takeover constitutes a fundamental change, holders of the notes have the right to require us to repurchase their notes in cash. 
If a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders 
who convert their notes. In either case, the obligation under the notes could increase the acquisition cost and discourage a 
third party from acquiring us. These items discourage transactions that could otherwise command a premium over prevailing 
market prices and may limit the price investors are willing to pay for our stock.

Non-U.S. shareholders may be subject to U.S. income tax on gains related to the sale of their common stock.

If we are a U.S. real property holding corporation during the shorter of the five-year period before the stock was sold or 
the period the stock was held by a non-U.S. shareholder, the non-U.S. shareholder could be subject to U.S federal income tax 
on gains related to the sale of their common stock. Whether we are a U.S. real property holding corporation depends on the 
fair market value of our U.S. real property interests relative to our other trade or business assets and non-U.S. real property 
interests. We cannot provide assurance that we are not a U.S. real property holding corporation or will not become one in the 
future.

Item 1B. Unresolved Staff Comments.

None.

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28

investors to compare and rank yield-oriented securities when making investment decisions. A rising interest rate environment 

could have an adverse impact on the partnership’s unit price, ability to issue equity or incur debt or pay cash distributions at 

intended levels, which could adversely impact the value of our investment in the partnership. 

The partnership may not have sufficient available cash to pay quarterly distributions on its units.

The amount of cash the partnership can distribute depends on how much cash is generated from operations, which can 

fluctuate from quarter to quarter based on ethanol and other fuel volumes, handling fees, payments associated with minimum 

volume commitments, timely payments by subsidiaries, and other third parties, and prevailing economic conditions. The 

amount of cash available for distribution also depends on the partnership’s operating and general and administrative 

expenses, capital expenditures, acquisitions and organic growth projects, debt service requirements, working capital needs, 

ability to borrow funds and access capital markets, credit facility restrictions, cash reserves and other risks affecting cash 

could impact the amount of cash available for distributions. There are no limitations in the partnership agreement regarding 

its ability to issue additional units. Should the partnership issue additional units in connection with an acquisition or 

expansion, the distributions on the incremental units will increase the risk that the partnership will be unable to maintain or 

increase distributions on a per unit basis. 

We may be required to pay taxes on our share of the partnership’s income that are greater than the cash distributions we 

receive from the partnership.

The unitholders of the partnership generally include, for purposes of calculating their U.S. federal, state and local income 

taxes, their share of the partnership’s taxable income, whether they have received cash distributions from the partnership. We 

ultimately may not receive cash distributions from the partnership equal to our share of taxable income or the taxes that are 

due with respect to that income, which could negatively impact our liquidity.

A majority of the executive officers and directors of the partnership are also officers of our company, which could result in 

conflicts of interest.

We indirectly own and control the partnership and appoint all of its officers and directors. A majority of the executive 

officers and directors of the partnership are also officers or directors of our company. Although our directors and officers 

have a fiduciary responsibility to manage the company in a manner that is beneficial to us, as directors and officers of the 

partnership, they also have certain duties to the partnership and its unitholders. Conflicts of interest may arise between us and 

our affiliates, and the partnership and its unitholders, and in resolving these conflicts, the partnership may favor its own 

interests over the company’s interests. In certain circumstances, the partnership may refer conflicts of interest or potential 

conflicts of interest to its conflicts committee, which must consist entirely of independent directors, for resolution. The 

conflicts committee must act in the best interests of the public unitholders of the partnership. As a result, the partnership may 

manage its business in a manner that differs from the best interests of the company or our stockholders, which could 

adversely affect our profitability.

Securities.

Common Stock

Holders of Record

trusts. 

Dividend Policy

Item 2. Properties.

PART II

We believe the properties owned and leased at our locations are sufficient to accommodate our current needs, as well as 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 

potential expansion. 

Corporate

We lease approximately 54,000 square feet of office space in Omaha, Nebraska for our corporate headquarters, which 

Our common stock trades under the symbol “GPRE” on Nasdaq.

houses our corporate administrative functions and commodity trading operations. 

Ethanol Production Segment 

We own approximately 1,637 acres of land and lease approximately 78 acres of land at and around our ethanol 

production facilities. As detailed in our discussion of the ethanol production segment in Item 1 – Business, our ethanol plants 
have the capacity to produce approximately 958 million gallons of ethanol per year. 

Agribusiness and Energy Services Segment 

We had 1,844 holders of record of our common stock, not including beneficial holders whose shares are held in names 

other than their own, on February 7, 2023. This figure does not include approximately 56.7 million shares held in depository 

As detailed in our discussion in Item 1 – Business, our agribusiness and energy services segment facilities include grain 

2019 dividend payment, in order to retain and redirect cash flow to the company’s operating expense equalization plan, the 

storage capacity at our ethanol plants of approximately 25.3 million bushels.

deployment of high-protein technology, its stock repurchase program and other corporate purposes. 

On June 18, 2019, the company’s board of directors suspended its future quarterly cash dividend following the June 14, 

We lease approximately 50,500 square feet of manufacturing space in Omaha, Nebraska for our Optimal Aquafeed LLC 

Issuer Purchases of Equity Securities

operations, where we manufacture and store fish food, feed ingredients and other related products. 

Our marketing operations are conducted primarily at our corporate office, in Omaha, Nebraska.

Partnership Segment 

Our partnership owns approximately five acres of land and leases approximately 29 acres of land at two locations in two 

program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback 

states, as disclosed in Item 1 – Business, where its fuel terminals are located, and owns approximately 41 acres of land and 
leases approximately two acres of land where its storage facilities are located at our ethanol production facilities. 

Item 3. Legal Proceedings.

We are currently involved in litigation that has occurred in the ordinary course of doing business. We do not believe this 

Recent Sales of Unregistered Securities

will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures.

Not applicable.

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

withholding obligations. No restricted stock vested during the fourth quarter of 2022 and therefore no shares were 

surrendered.

Our board of directors authorized a share repurchase program of up to $200.0 million of our common stock. Under this 

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 2022. Since inception, 

the company has repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.

None.

Equity Compensation Plans

Refer to Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

for information regarding shares authorized for issuance under equity compensation plans.

29

30

Item 2. Properties.

potential expansion. 

Corporate

We believe the properties owned and leased at our locations are sufficient to accommodate our current needs, as well as 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 

PART II

Securities.

Common Stock

We lease approximately 54,000 square feet of office space in Omaha, Nebraska for our corporate headquarters, which 

Our common stock trades under the symbol “GPRE” on Nasdaq.

houses our corporate administrative functions and commodity trading operations. 

Ethanol Production Segment 

Holders of Record

We own approximately 1,637 acres of land and lease approximately 78 acres of land at and around our ethanol 

production facilities. As detailed in our discussion of the ethanol production segment in Item 1 – Business, our ethanol plants 

have the capacity to produce approximately 958 million gallons of ethanol per year. 

Agribusiness and Energy Services Segment 

We had 1,844 holders of record of our common stock, not including beneficial holders whose shares are held in names 

other than their own, on February 7, 2023. This figure does not include approximately 56.7 million shares held in depository 
trusts. 

Dividend Policy

As detailed in our discussion in Item 1 – Business, our agribusiness and energy services segment facilities include grain 

storage capacity at our ethanol plants of approximately 25.3 million bushels.

On June 18, 2019, the company’s board of directors suspended its future quarterly cash dividend following the June 14, 
2019 dividend payment, in order to retain and redirect cash flow to the company’s operating expense equalization plan, the 
deployment of high-protein technology, its stock repurchase program and other corporate purposes. 

We lease approximately 50,500 square feet of manufacturing space in Omaha, Nebraska for our Optimal Aquafeed LLC 

Issuer Purchases of Equity Securities

operations, where we manufacture and store fish food, feed ingredients and other related products. 

Our marketing operations are conducted primarily at our corporate office, in Omaha, Nebraska.

Partnership Segment 

Our partnership owns approximately five acres of land and leases approximately 29 acres of land at two locations in two 

states, as disclosed in Item 1 – Business, where its fuel terminals are located, and owns approximately 41 acres of land and 

leases approximately two acres of land where its storage facilities are located at our ethanol production facilities. 

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

withholding obligations. No restricted stock vested during the fourth quarter of 2022 and therefore no shares were 
surrendered.

Our board of directors authorized a share repurchase program of up to $200.0 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 2022. Since inception, 
the company has repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.

We are currently involved in litigation that has occurred in the ordinary course of doing business. We do not believe this 

Recent Sales of Unregistered Securities

will have a material adverse effect on our financial position, results of operations or cash flows.

None.

Equity Compensation Plans

Refer to Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

for information regarding shares authorized for issuance under equity compensation plans.

Item 3. Legal Proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

29

30

Performance Graph

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following graph compares our cumulative total return with the S&P SmallCap 600 Index and the Nasdaq Clean 

General

Edge Green Energy Index (CELS) for each of the five years ended December 31, 2022. The graph assumes a $100 
investment in our common stock and each index at December 31, 2017, and that all dividends were reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Green Plains,  Inc., the S&P Smallcap 600 Index
and the NASDAQ Clean Edge Green Energy Index

Overview

$400

$350

$300

$250

$200

$150

$100

$50

$0

12/17

12/18

12/19

12/20

12/21

12/22

Green Plains, Inc.

S&P Smallcap 600

NASDAQ Clean Edge Green Energy

*$100 invested on 12/31/17 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Green Plains Inc.

S&P SmallCap 600

Nasdaq Clean Edge Green Energy

12/17

12/18

12/19

12/20

12/21

12/22

$ 

100.00   $ 

79.88   $ 

95.54   $ 

81.54   $ 

215.22   $ 

188.84 

100.00    

100.00    

91.52    

87.89    

112.37    

125.05    

158.59    

125.39    

357.14    

347.70    

133.06 

242.88 

The information in the graph will not be considered solicitation material, nor will it be filed with the SEC or incorporated 

by reference into any future filing under the Securities Act or the Exchange Act, unless we specifically incorporate it by 
reference into our filing.

Item 6. Reserved.

The following discussion and analysis includes information management believes is relevant to understand and assess 

our consolidated financial condition and results of operations. This section should be read in conjunction with our 

consolidated financial statements, accompanying notes and the risk factors contained in this report.

Green Plains is an Iowa corporation, founded in June 2004 as a producer of low carbon fuels and has grown to be a 

leading biorefining company maximizing the potential of existing resources through fermentation and agribusiness 

technologies. We continue the transition from a commodity-processing business to a value-added agricultural technology 

company creating sustainable, high-value ingredients from existing resources. To that end, we are currently executing on a 

number of initiatives to allow for product diversification, new market opportunities and production of additional value-added 

low-carbon ingredients, such as Ultra-High Protein, dextrose, renewable corn oil and more.

Our first FQT MSC™ Ultra-High Protein installation was completed at our Shenandoah plant during the first quarter of 

2020. Our Wood River plant began MSCTM operations in October 2021. Commissioning on our MSCTM installation at our 

Central City plant began during the third quarter of 2022 while two additional locations began commissioning in the fourth 

quarter of 2022. Installation at additional biorefineries is expected over the course of the next few years. Through our value-

added ingredients initiative, we expect to produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or 

greater and yeast concentrations of 25%, increase production of renewable corn oil and produce other higher value products, 

such as post-MSC distillers grains.

We began pilot scale batch operations at the CSTTM production facility at our Innovation Center at York in the second 

quarter of 2021, which allows for the production of both food and industrial grade low-carbon glucose and dextrose to target 

applications in food production, renewable chemicals and synthetic biology. In September 2022, we broke ground at our 

biorefinery in Shenandoah, Iowa, as the first location to deploy FQT CSTTM at commercial scale. We also anticipate 

modifying additional biorefineries to include FQT CSTTM production capabilities to meet anticipated future customer 

demands.

In December 2020, we completed the purchase of a majority interest in FQT. The acquisition capitalizes on the core 

strengths of each company to develop and implement proven, agriculture, food and industrial biotechnology systems, rapidly 

expand installation and production across Green Plains facilities, and offer these technologies to the biofuels industry.

Additionally, we have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward 

our current growth initiatives. We are focused on generating stable and growing operating margins through our business 

segments and risk management strategy.

Our profitability is highly dependent on commodity prices, particularly for ethanol, distillers grains, renewable corn oil, 

soybean meal, corn, and natural gas. Since market price fluctuations of these commodities are not always correlated, our 

operations may be unprofitable at times. We use a variety of risk management tools and hedging strategies to monitor price 

risk exposure at our ethanol plants and lock in favorable margins or reduce production when margins are compressed. Our 

profitability could be significantly impacted by price movements of the aforementioned commodities.

More information about our business, properties and strategy can be found under Item 1 – Business and a description of 

our risk factors can be found under Item 1A – Risk Factors.

Industry Factors Affecting our Results of Operations

U.S. Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.0 million barrels per day in 2022, which was 1% higher 

than the 0.99 million barrels per day in 2021. Refiner and blender input volume increased 1% to 884 thousand barrels per day 

for 2022, compared with 875 thousand barrels per day in 2021. Gasoline demand decreased 0.2 million barrels per day, or 

3%, in 2022 compared to the prior year. U.S. domestic ethanol ending stocks increased by approximately 3.2 million barrels 

compared to the prior year, or 15%, to 24.6 million barrels as of December 31, 2022. As of this filing, according to Prime the 

31

32

 
 
 
 
 
 
 
Performance Graph

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following graph compares our cumulative total return with the S&P SmallCap 600 Index and the Nasdaq Clean 

General

Edge Green Energy Index (CELS) for each of the five years ended December 31, 2022. The graph assumes a $100 

investment in our common stock and each index at December 31, 2017, and that all dividends were reinvested.

The following discussion and analysis includes information management believes is relevant to understand and assess 

our consolidated financial condition and results of operations. This section should be read in conjunction with our 
consolidated financial statements, accompanying notes and the risk factors contained in this report.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Green Plains,  Inc., the S&P Smallcap 600 Index

and the NASDAQ Clean Edge Green Energy Index

Overview

$400

$350

$300

$250

$200

$150

$100

$50

$0

12/17

12/18

12/19

12/20

12/21

12/22

Green Plains, Inc.

S&P Smallcap 600

NASDAQ Clean Edge Green Energy

*$100 invested on 12/31/17 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Green Plains Inc.

S&P SmallCap 600

Nasdaq Clean Edge Green Energy

12/17

12/18

12/19

12/20

12/21

12/22

$ 

100.00   $ 

79.88   $ 

95.54   $ 

81.54   $ 

215.22   $ 

188.84 

100.00    

100.00    

91.52    

87.89    

112.37    

125.05    

158.59    

125.39    

357.14    

347.70    

133.06 

242.88 

The information in the graph will not be considered solicitation material, nor will it be filed with the SEC or incorporated 

by reference into any future filing under the Securities Act or the Exchange Act, unless we specifically incorporate it by 

reference into our filing.

Item 6. Reserved.

Green Plains is an Iowa corporation, founded in June 2004 as a producer of low carbon fuels and has grown to be a 

leading biorefining company maximizing the potential of existing resources through fermentation and agribusiness 
technologies. We continue the transition from a commodity-processing business to a value-added agricultural technology 
company creating sustainable, high-value ingredients from existing resources. To that end, we are currently executing on a 
number of initiatives to allow for product diversification, new market opportunities and production of additional value-added 
low-carbon ingredients, such as Ultra-High Protein, dextrose, renewable corn oil and more.

Our first FQT MSC™ Ultra-High Protein installation was completed at our Shenandoah plant during the first quarter of 

2020. Our Wood River plant began MSCTM operations in October 2021. Commissioning on our MSCTM installation at our 
Central City plant began during the third quarter of 2022 while two additional locations began commissioning in the fourth 
quarter of 2022. Installation at additional biorefineries is expected over the course of the next few years. Through our value-
added ingredients initiative, we expect to produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or 
greater and yeast concentrations of 25%, increase production of renewable corn oil and produce other higher value products, 
such as post-MSC distillers grains.

We began pilot scale batch operations at the CSTTM production facility at our Innovation Center at York in the second 
quarter of 2021, which allows for the production of both food and industrial grade low-carbon glucose and dextrose to target 
applications in food production, renewable chemicals and synthetic biology. In September 2022, we broke ground at our 
biorefinery in Shenandoah, Iowa, as the first location to deploy FQT CSTTM at commercial scale. We also anticipate 
modifying additional biorefineries to include FQT CSTTM production capabilities to meet anticipated future customer 
demands.

In December 2020, we completed the purchase of a majority interest in FQT. The acquisition capitalizes on the core 
strengths of each company to develop and implement proven, agriculture, food and industrial biotechnology systems, rapidly 
expand installation and production across Green Plains facilities, and offer these technologies to the biofuels industry.

Additionally, we have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward 

our current growth initiatives. We are focused on generating stable and growing operating margins through our business 
segments and risk management strategy.

Our profitability is highly dependent on commodity prices, particularly for ethanol, distillers grains, renewable corn oil, 

soybean meal, corn, and natural gas. Since market price fluctuations of these commodities are not always correlated, our 
operations may be unprofitable at times. We use a variety of risk management tools and hedging strategies to monitor price 
risk exposure at our ethanol plants and lock in favorable margins or reduce production when margins are compressed. Our 
profitability could be significantly impacted by price movements of the aforementioned commodities.

More information about our business, properties and strategy can be found under Item 1 – Business and a description of 

our risk factors can be found under Item 1A – Risk Factors.

Industry Factors Affecting our Results of Operations

U.S. Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.0 million barrels per day in 2022, which was 1% higher 
than the 0.99 million barrels per day in 2021. Refiner and blender input volume increased 1% to 884 thousand barrels per day 
for 2022, compared with 875 thousand barrels per day in 2021. Gasoline demand decreased 0.2 million barrels per day, or 
3%, in 2022 compared to the prior year. U.S. domestic ethanol ending stocks increased by approximately 3.2 million barrels 
compared to the prior year, or 15%, to 24.6 million barrels as of December 31, 2022. As of this filing, according to Prime the 

31

32

 
 
 
 
 
 
 
Pump, there were approximately 2,923 retail stations selling E15 in 31 states, up from 2,555 at the beginning of the year, and 
approximately 386 suppliers at 113 pipeline terminal locations now offering E15 to wholesale customers.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through November 30, 2022, were 
approximately 1,277 mmg, up 13% from 1,126 mmg for the same period of 2021. Canada was the largest export destination 
for U.S. ethanol accounting for 36% of domestic ethanol export volume, driven in part by their national clean fuel standard. 
South Korea, Netherlands, India and United Kingdom accounted for 12%, 8%, 7% and 5%, respectively, of U.S. ethanol 
exports. We currently estimate that net ethanol exports will range from 1.1 to 1.3 billion gallons in 2023, based on historical 
demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas 
emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. The recent strengthening of 
the U.S. Dollar relative to other currencies has the potential to adversely impact the U.S. ethanol competitiveness in the 
global market, which could also impact domestic ethanol prices.

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 products we handle. Over the years, various bills and amendments 
have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol 
portion of the mandate, and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been 
introduced to require higher levels of octane blending, and require car manufacturers to produce vehicles that can operate on 
higher ethanol blends. We believe it is unlikely that any of these bills will become law in the current Congress. In addition, 
the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount 
of ethanol and other biofuels blended into the domestic fuel supply.

Federal mandates and state-level clean fuel programs supporting the use of renewable fuels are a significant driver of 
ethanol demand in the U.S. Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, and 
reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs and higher ethanol blends in non-FFVs may 
be necessary before ethanol can achieve further growth in U.S. surface transportation fleet market share. In addition, 
expansion of clean fuel programs in other states and countries, or a national LCFS could increase the demand for ethanol, 
depending on how it is structured.

The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, is a sweeping policy that could 
have many potential impacts on our business which we are continuing to evaluate. The legislation (1) created a new Clean 
Fuel Production Credit, section 45Z of the Internal Revenue Code, which runs from 2025 to 2027 of $1.00 per gallon, which 
could impact our fuel ethanol, depending on the level of GHG reduction for each gallon; (2) created a new tax credit for SAF 
of $1.25 to $1.75 per gallon, depending on the GHG reduction for each gallon, that could possibly involve some of our low 
carbon ethanol through an ATJ pathway, depending on the life cycle analysis model being used (this credit expires after 2024 
and shifts to the 45Z Clean Fuel Production Credit, where it qualifies for $1.75 per gallon); (3) expanded the carbon capture 
and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each ton of carbon sequestered, which could 
impact our carbon capture partnership and other potential carbon capture investments, though it cannot be claimed in 
conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable; (4) extended the biodiesel 
tax credit, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for 
renewable diesel and biomass based diesel production (this credit expires after 2024 and shifts to the 45Z Clean Fuel 
Production credit, where all non-SAF fuels qualify for up to $1.00 per gallon); (5) funded biofuel refueling infrastructure by 
$500 million, which could impact the availability of higher level ethanol blended fuel; (6) increased funding for working 
lands conservation programs for farmers by $20 billion; and (7) provided credits for the production and purchase of electric 
vehicles, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact 
the demand for liquid fuels including ethanol. There are numerous additional clean energy credits included in this law, 
including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall 
competitiveness.

ethanol levels at 15.25 billion gallons for each year, inclusive of 250 million gallons of supplemental volume in 2023 to 

reflect a court-ordered remand of a previously lowered RVO. The EPA also proposed a modest increase in biomass based 

diesel volumes over the three years, with a large increase in advanced biofuels for 2024 and 2025, which they expect to be 

fulfilled by e-RINs for electric vehicles. The EPA has agreed to a consent decree from the U.S. District Court for D.C. to 

finalize an RVO for 2023 (and possibly 2024 and 2025) by June 14, 2023.

Under the RFS, RINs and SREs are important tools impacting supply and demand. The EPA assigns individual refiners, 

blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their 

percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the 

RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are 

detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached 

RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets and can 

influence purchasing decisions by obligated parties. Of note, the RIN mechanism for proposed e-RINs could vary from the 

traditional process.

As it relates to SREs, a small refinery is defined as one that processes fewer than 75,000 barrels of petroleum per day. 

Small refineries can petition the EPA for a SRE which, if approved, waives their portion of the annual RVO requirements. 

The EPA, through consultation with the DOE and the USDA can grant them a full or partial waiver, or deny it outright within 

90 days of submittal. The EPA granted significantly more of these waivers for the 2016, 2017 and 2018 reporting years than 

they had in prior years, totaling 790 mmg of waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017 

and 1.43 billion gallons for 2018. In doing so, the EPA effectively reduced the RFS mandated volumes for those compliance 

years by those amounts respectively, and as a result, RIN values declined significantly. In the waning days of the previous 

administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019. A total 

of 88 SREs were granted under the previous administration, erasing a total 4.3 billion gallons of potential blending demand. 

The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, 

and in conjunction with the RVO rulemaking for 2020, 2021, and 2022, denied all pending SREs, a stance they have 

reiterated in the proposed 2023, 2024 and 2025 RVO rulemaking. There are multiple on-going legal challenges to how the 

EPA has handled SREs and RFS rulemakings.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 

2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit 

Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The 

Supreme Court declined to hear a challenge to this ruling. On April 12, 2022, the President announced that he has directed the 

EPA to issue an emergency waiver to allow for the continued sale of E15 during the summer months, and that the temporary 

waiver should be extended as long as the gasoline supply emergency lasts. As of this filing, E15 is sold year-round at 

approximately 2,923 stations in 31 states.

In October 2019, the White House directed the USDA and EPA to move forward with rulemaking to expand access to 

higher blends of biofuels. This includes funding for infrastructure, labeling changes and allowing E15 to be sold through E10 

infrastructure. The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing 

competitive grants to fuel terminals and retailers for installing equipment for dispensing higher blends of ethanol and 

biodiesel. In December 2021, the USDA announced it would administer another infrastructure grant program. The Inflation 

Reduction Act, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure 

from 2022 to 2031, though all the funds could be awarded in the first few years of the program.

To respond to COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple 

relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have 

impacted our industry. The CARES Act also allowed for certain net operating loss carrybacks, which has allowed us to 

receive certain tax refunds. In December 2020, Congress passed and then the President signed into law an annual spending 

package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute 

to those impacted by the pandemic. The language of the bill specifically included biofuels producers as eligible for some of 

this aid, and in May 2022, the USDA distributed funds to us in the amount of $27.7 million pursuant to this bill.

The RFS sets a floor for biofuels use in the United States. When the RFS was established in 2010, the required volume of 

Environmental and Other Regulation 

conventional, or corn-based, ethanol to be blended with gasoline was to increase each year until it reached 15 billion gallons 
in 2015, which left the EPA to address existing limitations in both supply and demand.

As of December 31, 2022, the EPA has proposed RVOs for 2023, 2024 and 2025, setting the implied conventional 

Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, 

crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws and 

regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate, and 

33

34

Pump, there were approximately 2,923 retail stations selling E15 in 31 states, up from 2,555 at the beginning of the year, and 

approximately 386 suppliers at 113 pipeline terminal locations now offering E15 to wholesale customers.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through November 30, 2022, were 

approximately 1,277 mmg, up 13% from 1,126 mmg for the same period of 2021. Canada was the largest export destination 

for U.S. ethanol accounting for 36% of domestic ethanol export volume, driven in part by their national clean fuel standard. 

South Korea, Netherlands, India and United Kingdom accounted for 12%, 8%, 7% and 5%, respectively, of U.S. ethanol 

exports. We currently estimate that net ethanol exports will range from 1.1 to 1.3 billion gallons in 2023, based on historical 

demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas 

emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. The recent strengthening of 

the U.S. Dollar relative to other currencies has the potential to adversely impact the U.S. ethanol competitiveness in the 

global market, which could also impact domestic ethanol prices.

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 products we handle. Over the years, various bills and amendments 

have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol 

portion of the mandate, and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been 

introduced to require higher levels of octane blending, and require car manufacturers to produce vehicles that can operate on 

higher ethanol blends. We believe it is unlikely that any of these bills will become law in the current Congress. In addition, 

the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount 

of ethanol and other biofuels blended into the domestic fuel supply.

Federal mandates and state-level clean fuel programs supporting the use of renewable fuels are a significant driver of 

ethanol demand in the U.S. Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, and 

reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs and higher ethanol blends in non-FFVs may 

be necessary before ethanol can achieve further growth in U.S. surface transportation fleet market share. In addition, 

expansion of clean fuel programs in other states and countries, or a national LCFS could increase the demand for ethanol, 

depending on how it is structured.

The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, is a sweeping policy that could 

have many potential impacts on our business which we are continuing to evaluate. The legislation (1) created a new Clean 

Fuel Production Credit, section 45Z of the Internal Revenue Code, which runs from 2025 to 2027 of $1.00 per gallon, which 

could impact our fuel ethanol, depending on the level of GHG reduction for each gallon; (2) created a new tax credit for SAF 

of $1.25 to $1.75 per gallon, depending on the GHG reduction for each gallon, that could possibly involve some of our low 

carbon ethanol through an ATJ pathway, depending on the life cycle analysis model being used (this credit expires after 2024 

and shifts to the 45Z Clean Fuel Production Credit, where it qualifies for $1.75 per gallon); (3) expanded the carbon capture 

and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each ton of carbon sequestered, which could 

impact our carbon capture partnership and other potential carbon capture investments, though it cannot be claimed in 

conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable; (4) extended the biodiesel 

tax credit, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for 

renewable diesel and biomass based diesel production (this credit expires after 2024 and shifts to the 45Z Clean Fuel 

Production credit, where all non-SAF fuels qualify for up to $1.00 per gallon); (5) funded biofuel refueling infrastructure by 

$500 million, which could impact the availability of higher level ethanol blended fuel; (6) increased funding for working 

lands conservation programs for farmers by $20 billion; and (7) provided credits for the production and purchase of electric 

vehicles, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact 

the demand for liquid fuels including ethanol. There are numerous additional clean energy credits included in this law, 

including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall 

competitiveness.

ethanol levels at 15.25 billion gallons for each year, inclusive of 250 million gallons of supplemental volume in 2023 to 
reflect a court-ordered remand of a previously lowered RVO. The EPA also proposed a modest increase in biomass based 
diesel volumes over the three years, with a large increase in advanced biofuels for 2024 and 2025, which they expect to be 
fulfilled by e-RINs for electric vehicles. The EPA has agreed to a consent decree from the U.S. District Court for D.C. to 
finalize an RVO for 2023 (and possibly 2024 and 2025) by June 14, 2023.

Under the RFS, RINs and SREs are important tools impacting supply and demand. The EPA assigns individual refiners, 

blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their 
percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the 
RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are 
detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached 
RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets and can 
influence purchasing decisions by obligated parties. Of note, the RIN mechanism for proposed e-RINs could vary from the 
traditional process.

As it relates to SREs, a small refinery is defined as one that processes fewer than 75,000 barrels of petroleum per day. 
Small refineries can petition the EPA for a SRE which, if approved, waives their portion of the annual RVO requirements. 
The EPA, through consultation with the DOE and the USDA can grant them a full or partial waiver, or deny it outright within 
90 days of submittal. The EPA granted significantly more of these waivers for the 2016, 2017 and 2018 reporting years than 
they had in prior years, totaling 790 mmg of waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017 
and 1.43 billion gallons for 2018. In doing so, the EPA effectively reduced the RFS mandated volumes for those compliance 
years by those amounts respectively, and as a result, RIN values declined significantly. In the waning days of the previous 
administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019. A total 
of 88 SREs were granted under the previous administration, erasing a total 4.3 billion gallons of potential blending demand. 
The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, 
and in conjunction with the RVO rulemaking for 2020, 2021, and 2022, denied all pending SREs, a stance they have 
reiterated in the proposed 2023, 2024 and 2025 RVO rulemaking. There are multiple on-going legal challenges to how the 
EPA has handled SREs and RFS rulemakings.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 
2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit 
Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The 
Supreme Court declined to hear a challenge to this ruling. On April 12, 2022, the President announced that he has directed the 
EPA to issue an emergency waiver to allow for the continued sale of E15 during the summer months, and that the temporary 
waiver should be extended as long as the gasoline supply emergency lasts. As of this filing, E15 is sold year-round at 
approximately 2,923 stations in 31 states.

In October 2019, the White House directed the USDA and EPA to move forward with rulemaking to expand access to 
higher blends of biofuels. This includes funding for infrastructure, labeling changes and allowing E15 to be sold through E10 
infrastructure. The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing 
competitive grants to fuel terminals and retailers for installing equipment for dispensing higher blends of ethanol and 
biodiesel. In December 2021, the USDA announced it would administer another infrastructure grant program. The Inflation 
Reduction Act, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure 
from 2022 to 2031, though all the funds could be awarded in the first few years of the program.

To respond to COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple 

relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have 
impacted our industry. The CARES Act also allowed for certain net operating loss carrybacks, which has allowed us to 
receive certain tax refunds. In December 2020, Congress passed and then the President signed into law an annual spending 
package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute 
to those impacted by the pandemic. The language of the bill specifically included biofuels producers as eligible for some of 
this aid, and in May 2022, the USDA distributed funds to us in the amount of $27.7 million pursuant to this bill.

The RFS sets a floor for biofuels use in the United States. When the RFS was established in 2010, the required volume of 

Environmental and Other Regulation 

conventional, or corn-based, ethanol to be blended with gasoline was to increase each year until it reached 15 billion gallons 

in 2015, which left the EPA to address existing limitations in both supply and demand.

As of December 31, 2022, the EPA has proposed RVOs for 2023, 2024 and 2025, setting the implied conventional 

Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, 

crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws and 
regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate, and 

33

34

By using derivatives to hedge exposures to changes in commodity prices, we are exposed to credit and market risk. Our 

exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the 

derivative contract. We minimize our 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. We 

manage market risk by incorporating parameters to monitor exposure within our risk management strategy, which limits the 

types of derivative instruments and strategies we can use and the degree of market risk we can take using derivative 

instruments.

Forward contracts are recorded at fair value unless the contracts qualify for, and we elect, normal purchase or sale 

exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and we elect, cash flow 

hedge accounting treatment. 

Certain qualifying derivatives related to ethanol production and agribusiness and energy services segments are 

designated as cash flow hedges. We evaluate 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 and the physical transaction is completed. 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 current liabilities at fair value.

At times, we hedge our exposure to changes in inventory values and designate qualifying derivatives as fair value 

hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair 

values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which 

represent differences in local markets including transportation as well as quality or grade differences. Basis values are 

generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may 

be derived using unobservable inputs. 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. 

Please refer to Note 11 - Derivative Financial Instruments to the consolidated financial statements for further details.

Accounting for Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with GAAP. Deferred tax assets and 

liabilities are recognized for future tax consequences between existing assets and liabilities and their respective tax basis, and 

for net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates 

expected to be applied to taxable income in years temporary differences are expected to be recovered or settled. The effect of 

a tax rate change is recognized in the period that includes the enactment date. The realization of deferred tax assets depends 

Management considers scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning 

strategies to make this assessment. A valuation allowance is recorded by the company when it is more likely than not that 

some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers the 

positive and negative evidence to support the need for, or reversal of, a valuation allowance. The weight given to the potential 

effects of positive and negative evidence is based on the extent it can be objectively verified. 

upgrade equipment and facilities. Our business may also be impacted by government policies, such as tariffs, duties, 
subsidies, import and export restrictions and outright embargos. We employ maintenance and operations personnel at each of 
its facilities, which are regulated by the Occupational Safety and Health Administration.

The U.S. ethanol industry relies heavily on tank cars to deliver its product to market. In 2015, the DOT finalized the 
Enhanced Tank Car Standard and Operational Controls for High-Hazard and Flammable Trains, or DOT specification 117, 
which established a schedule to retrofit or replace older tank cars that carry crude oil and ethanol, braking standards intended 
to reduce the severity of accidents and new operational protocols. The deadline for compliance with DOT specification 117 is 
May 1, 2023. The rule may increase our lease costs for railcars over the long term, which will, in turn, result in an increase in 
fees the partnership charges for railcar capacity. Additionally, existing railcars may be out of service for a period of time 
while upgrades are made, tightening supply in an industry that is highly dependent on railcars to transport product. We are 
strategically managing our leased railcar fleet to comply with the new regulations and have commenced transition of our fleet 
to DOT 117 compliant railcars. As of December 31, 2022, approximately 87% of our railcar fleet was DOT 117 compliant. 
We anticipate that our entire railcar fleet will be DOT 117 compliant by the 2023 deadline.

Variability of Commodity Prices

Our business is highly sensitive to commodity price fluctuations, particularly for corn, ethanol, renewable corn oil, 
distillers grains, Ultra-High Protein, and natural gas, which are impacted by factors that are outside of our control, including 
weather conditions, corn yield, changes in domestic and global ethanol supply and demand, government programs and 
policies and the price of crude oil, gasoline and substitute fuels. We use various financial instruments to manage and reduce 
our exposure to price variability. For more information about our commodity price risk, refer to Item 7A. - Qualitative and 
Quantitative Disclosures About Market Risk, Commodity Price Risk in this report.

We maintained an average utilization rate of approximately 91% of capacity during 2022, compared with 77% of 
capacity for the prior year. Our operating strategy is to transform our company to a value-add agricultural technology 
company. Depending on the margin environment, we may exercise operational discretion that results in reductions in 
production volumes. It is possible that throughput volumes could be below our MVC made to the partnership in the future, 
depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline 
demand for the industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks 
needed to operate our biorefineries. We are currently producing Ultra-High Protein at three locations, and began 
commissioning FQT’s MSCTM technology at two additional locations in the fourth quarter of 2022. We also anticipate 
deploying FQT MSC™ technology at various locations across our platform to help meet growing global demand for protein 
feed ingredients and renewable corn oil.

Effects of Inflation

While inflation has increased relative to recent years, we do not expect it to have a material impact on our future results 

on the generation of future taxable income during the periods in which temporary differences become deductible. 

of operations. However, inflation has and may continue to impact the interest rate environment in which we operate, resulting 
in a higher cost of capital. Refer to Item 7A. - Qualitative and Quantitative Disclosures About Market Risk, Commodity Price 
Risk in this report for additional information related to interest rate risk.

Critical Accounting Policies and Estimates 

The preparation of our consolidated financial statements requires that we use estimates that affect the reported assets, 

To account for uncertainty in income taxes, we gauge the likelihood of a tax position based on the technical merits of the 

liabilities, revenue and expense and related disclosures for contingent assets and liabilities. We base our estimates on 
experience and assumptions we believe are proper and reasonable. While we regularly evaluate the appropriateness of these 
estimates, actual results could differ materially from our estimates. The following accounting policies, in particular, may be 
impacted by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

position, perform a subsequent measurement related to the maximum benefit and degree of likelihood, and determine the 

benefit to be recognized in the financial statements, if any.

Please refer to Note 16 - Income Taxes to the consolidated financial statements for further details.

Derivative Financial Instruments 

Impairment of Goodwill

We use 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, natural gas, soybean meal, soybean oil and other agricultural and energy products. We monitor and manage this 
exposure as part of our overall risk management policy to reduce the adverse effect market volatility may have on our 
operating results. We may hedge these commodities as one way to mitigate risk; however, there may be situations when these 
hedging activities themselves result in losses.

Our goodwill is related to certain acquisitions within our ethanol production and partnership segments. We review 

goodwill for impairment at least annually, as of October 1, or more frequently whenever events or changes in circumstances 

indicate that an impairment may have occurred. 

Circumstances that may indicate impairment include a decline in future projected cash flows, a decision to suspend plant 

operations for an extended period of time, a sustained decline in our market capitalization, a sustained decline in market 

35

36

upgrade equipment and facilities. Our business may also be impacted by government policies, such as tariffs, duties, 

subsidies, import and export restrictions and outright embargos. We employ maintenance and operations personnel at each of 

its facilities, which are regulated by the Occupational Safety and Health Administration.

The U.S. ethanol industry relies heavily on tank cars to deliver its product to market. In 2015, the DOT finalized the 

Enhanced Tank Car Standard and Operational Controls for High-Hazard and Flammable Trains, or DOT specification 117, 

which established a schedule to retrofit or replace older tank cars that carry crude oil and ethanol, braking standards intended 

to reduce the severity of accidents and new operational protocols. The deadline for compliance with DOT specification 117 is 

May 1, 2023. The rule may increase our lease costs for railcars over the long term, which will, in turn, result in an increase in 

fees the partnership charges for railcar capacity. Additionally, existing railcars may be out of service for a period of time 

while upgrades are made, tightening supply in an industry that is highly dependent on railcars to transport product. We are 

strategically managing our leased railcar fleet to comply with the new regulations and have commenced transition of our fleet 

to DOT 117 compliant railcars. As of December 31, 2022, approximately 87% of our railcar fleet was DOT 117 compliant. 

We anticipate that our entire railcar fleet will be DOT 117 compliant by the 2023 deadline.

Variability of Commodity Prices

Our business is highly sensitive to commodity price fluctuations, particularly for corn, ethanol, renewable corn oil, 

distillers grains, Ultra-High Protein, and natural gas, which are impacted by factors that are outside of our control, including 

weather conditions, corn yield, changes in domestic and global ethanol supply and demand, government programs and 

policies and the price of crude oil, gasoline and substitute fuels. We use various financial instruments to manage and reduce 

our exposure to price variability. For more information about our commodity price risk, refer to Item 7A. - Qualitative and 

Quantitative Disclosures About Market Risk, Commodity Price Risk in this report.

We maintained an average utilization rate of approximately 91% of capacity during 2022, compared with 77% of 

capacity for the prior year. Our operating strategy is to transform our company to a value-add agricultural technology 

company. Depending on the margin environment, we may exercise operational discretion that results in reductions in 

production volumes. It is possible that throughput volumes could be below our MVC made to the partnership in the future, 

By using derivatives to hedge exposures to changes in commodity prices, we are exposed to credit and market risk. Our 

exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the 
derivative contract. We minimize our 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. We 
manage market risk by incorporating parameters to monitor exposure within our risk management strategy, which limits the 
types of derivative instruments and strategies we can use and the degree of market risk we can take using derivative 
instruments.

Forward contracts are recorded at fair value unless the contracts qualify for, and we elect, normal purchase or sale 
exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and we elect, cash flow 
hedge accounting treatment. 

Certain qualifying derivatives related to ethanol production and agribusiness and energy services segments are 

designated as cash flow hedges. We evaluate 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 and the physical transaction is completed. 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 current liabilities at fair value.

At times, we hedge our exposure to changes in inventory values and designate qualifying derivatives as fair value 

hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair 
values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which 
represent differences in local markets including transportation as well as quality or grade differences. Basis values are 
generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may 
be derived using unobservable inputs. 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. 

depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline 

Please refer to Note 11 - Derivative Financial Instruments to the consolidated financial statements for further details.

demand for the industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks 

needed to operate our biorefineries. We are currently producing Ultra-High Protein at three locations, and began 

commissioning FQT’s MSCTM technology at two additional locations in the fourth quarter of 2022. We also anticipate 

Accounting for Income Taxes

deploying FQT MSC™ technology at various locations across our platform to help meet growing global demand for protein 

Income taxes are accounted for under the asset and liability method in accordance with GAAP. Deferred tax assets and 

feed ingredients and renewable corn oil.

Effects of Inflation

While inflation has increased relative to recent years, we do not expect it to have a material impact on our future results 

of operations. However, inflation has and may continue to impact the interest rate environment in which we operate, resulting 

in a higher cost of capital. Refer to Item 7A. - Qualitative and Quantitative Disclosures About Market Risk, Commodity Price 

Risk in this report for additional information related to interest rate risk.

Critical Accounting Policies and Estimates 

liabilities are recognized for future tax consequences between existing assets and liabilities and their respective tax basis, and 
for net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates 
expected to be applied to taxable income in years temporary differences are expected to be recovered or settled. The effect of 
a tax rate change is recognized in the period that includes the enactment date. The realization of deferred tax assets depends 
on the generation of future taxable income during the periods in which temporary differences become deductible. 
Management considers scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning 
strategies to make this assessment. A valuation allowance is recorded by the company when it is more likely than not that 
some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers the 
positive and negative evidence to support the need for, or reversal of, a valuation allowance. The weight given to the potential 
effects of positive and negative evidence is based on the extent it can be objectively verified. 

The preparation of our consolidated financial statements requires that we use estimates that affect the reported assets, 

To account for uncertainty in income taxes, we gauge the likelihood of a tax position based on the technical merits of the 

liabilities, revenue and expense and related disclosures for contingent assets and liabilities. We base our estimates on 

experience and assumptions we believe are proper and reasonable. While we regularly evaluate the appropriateness of these 

estimates, actual results could differ materially from our estimates. The following accounting policies, in particular, may be 

impacted by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

position, perform a subsequent measurement related to the maximum benefit and degree of likelihood, and determine the 
benefit to be recognized in the financial statements, if any.

Please refer to Note 16 - Income Taxes to the consolidated financial statements for further details.

Derivative Financial Instruments 

Impairment of Goodwill

We use 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, natural gas, soybean meal, soybean oil and other agricultural and energy products. We monitor and manage this 

exposure as part of our overall risk management policy to reduce the adverse effect market volatility may have on our 

Our goodwill is related to certain acquisitions within our ethanol production and partnership segments. We review 
goodwill for impairment at least annually, as of October 1, or more frequently whenever events or changes in circumstances 
indicate that an impairment may have occurred. 

operating results. We may hedge these commodities as one way to mitigate risk; however, there may be situations when these 

Circumstances that may indicate impairment include a decline in future projected cash flows, a decision to suspend plant 

hedging activities themselves result in losses.

operations for an extended period of time, a sustained decline in our market capitalization, a sustained decline in market 

35

36

prices for similar assets or businesses or a significant adverse change in legal or regulatory matters, or business climate. 
Significant management judgment is required to determine the fair value of our goodwill and measure impairment, including 
projected cash flows. Fair value is determined through various valuation techniques, including discounted cash flow models 
utilizing assumed margins, cost of capital, inflation and other inputs, sales of comparable properties and third-party 
independent appraisals. Changes in estimated fair value as a result of declining ethanol margins, loss of significant customers 
or other factors could result in an impairment of goodwill.

Other Income (Expense). Other income (expense) includes interest earned, interest expense and other non-operating 

items, as well as a $27.7 million grant received from the USDA related to the Biofuel Producer Program authorized as part of 

the CARES Act to offset market losses as a result of the COVID-19 pandemic for the year-ended December 31, 2022.

Income from Equity Method Investees, Net of Income Taxes. Income from equity method investees, net of income taxes, 

represents our proportional share of earnings from our equity method investees.

Please refer to Note 10 – Goodwill and Intangible Assets to the consolidated financial statements for further details.

Results of Operations

Recently Issued Accounting Pronouncements

Comparability

For information related to recent accounting pronouncements, see Note 2 – Summary of Significant Accounting Policies 

The following summarizes various events that affect the comparability of our operating results for the past three years:

included as part of the notes to consolidated financial statements in this report.

Off-Balance Sheet Arrangements 

We do not have any off-balance sheet arrangements.

Components of Revenues and Expenses 

Revenues. For our ethanol production segment, our revenues are derived primarily from the sale of ethanol, distillers 
grains, Ultra-High Protein and renewable corn oil. For our agribusiness and energy services segment, our primary sources of 
revenue include sales of ethanol, distillers grains and renewable corn oil that we market for our ethanol plants, in which we 
earn a marketing fee, sales of ethanol we market for a third-party and sales of grain and other commodities purchased in the 
open market. The vast majority of our revenues are from forward contracts accounted for as derivatives under ASC 815 as 
disclosed in the tables within Note 4 - Revenue and Note 11 - Derivative Financial Instruments. Revenues include net gains 
or losses from derivatives related to products sold. For our partnership segment, our revenues consist primarily of fees for 
receiving, storing, transferring and transporting ethanol and other fuels.

Cost of Goods Sold. For our ethanol production segment, cost of goods sold includes direct labor, materials and plant 
overhead costs. Direct labor includes compensation and related benefits of non-management personnel involved in ethanol 
plant operations. Plant overhead consists primarily of plant utilities and outbound freight charges. Corn is the most significant 
raw material cost followed by natural gas, which is used to power steam generation in the ethanol production process and dry 
distillers grains. Cost of goods sold also includes net gains or losses from derivatives related to commodities purchased.

For our agribusiness and energy services segment, purchases of ethanol, distillers grains, renewable corn oil and grain 
are the primary component of cost of goods sold. 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, such as transportation, between the 
exchange-traded market and local markets where the terms of the contracts are based. Changes in the market value of grain 
inventories, forward purchase and sale contracts, and exchange-traded futures and options contracts are recognized as a 
component of cost of goods sold. 

Operations and Maintenance Expense. For our partnership segment, transportation expense is the primary component of 
operations and maintenance expense. Transportation expense includes rail car leases, shipping and freight and costs incurred 
for storing ethanol at destination terminals.

Loss (Gain) on Sale of Assets, Net. We completed the sale of the ethanol plant located in Ord, Nebraska in March 2021 
and the sale of the ethanol plant located in Hereford, Texas during the fourth quarter of 2020. The sale of Ord resulted in a 
pretax gain of $35.9 million recorded at the corporate level. The sale of Hereford resulted in a loss of $18.5 million recorded 
at the corporate level, a loss of $3.9 million recorded at the ethanol production level and the gain on the assignment of 
operating leases of $2.7 million recorded at the partnership level.

Selling, General and Administrative Expense. Selling, general and administrative expenses are recognized at the 

operating segment and corporate level. These expenses consist of employee salaries, incentives and benefits; office expenses; 
director fees; and professional fees for accounting, legal, consulting and investor relations services. Personnel costs, which 
include employee salaries, incentives and benefits, as well as severance and separation costs, are the largest expenditure. 
Selling, general and administrative expenses that cannot be allocated to an operating segment are referred to as corporate 
activities.

• October 2020

Our remaining 50% membership interest in GPCC was sold.

• December 2020

Hereford, Texas ethanol plant was sold and certain storage assets of this plant were acquired 

• December 2020

Acquired a majority interest in FQT.

from the partnership prior to being sold.

• March 2021

Ord, Nebraska ethanol plant was sold and certain storage assets of this plant were acquired from 

the partnership prior to being sold. 

• May 2022

Received a $27.7 million grant from the USDA as part of the CARES Act.

The year ended December 31, 2020, includes approximately nine months of operations of the GPCC joint venture being 

accounted for using the equity method of accounting.

A discussion regarding our financial condition and results of operations for the year ended December 31, 2021, 

compared to the year ended December 31, 2020, can be found under Item 7 in our Annual Report on Form 10-K for the fiscal 

year ended December 31, 2021, filed with the SEC on February 18, 2022. 

Segment Results

We report the financial and operating performance for the following three operating segments: (1) ethanol production, 

which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable 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, renewable corn oil, natural gas and other commodities, and (3) 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 renewable 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.

37

38

prices for similar assets or businesses or a significant adverse change in legal or regulatory matters, or business climate. 

Significant management judgment is required to determine the fair value of our goodwill and measure impairment, including 

projected cash flows. Fair value is determined through various valuation techniques, including discounted cash flow models 

utilizing assumed margins, cost of capital, inflation and other inputs, sales of comparable properties and third-party 

Other Income (Expense). Other income (expense) includes interest earned, interest expense and other non-operating 
items, as well as a $27.7 million grant received from the USDA related to the Biofuel Producer Program authorized as part of 
the CARES Act to offset market losses as a result of the COVID-19 pandemic for the year-ended December 31, 2022.

independent appraisals. Changes in estimated fair value as a result of declining ethanol margins, loss of significant customers 

Income from Equity Method Investees, Net of Income Taxes. Income from equity method investees, net of income taxes, 

or other factors could result in an impairment of goodwill.

represents our proportional share of earnings from our equity method investees.

Please refer to Note 10 – Goodwill and Intangible Assets to the consolidated financial statements for further details.

Results of Operations

Recently Issued Accounting Pronouncements

Comparability

For information related to recent accounting pronouncements, see Note 2 – Summary of Significant Accounting Policies 

The following summarizes various events that affect the comparability of our operating results for the past three years:

included as part of the notes to consolidated financial statements in this report.

Off-Balance Sheet Arrangements 

We do not have any off-balance sheet arrangements.

Components of Revenues and Expenses 

Revenues. For our ethanol production segment, our revenues are derived primarily from the sale of ethanol, distillers 

grains, Ultra-High Protein and renewable corn oil. For our agribusiness and energy services segment, our primary sources of 

revenue include sales of ethanol, distillers grains and renewable corn oil that we market for our ethanol plants, in which we 

earn a marketing fee, sales of ethanol we market for a third-party and sales of grain and other commodities purchased in the 

open market. The vast majority of our revenues are from forward contracts accounted for as derivatives under ASC 815 as 

disclosed in the tables within Note 4 - Revenue and Note 11 - Derivative Financial Instruments. Revenues include net gains 

or losses from derivatives related to products sold. For our partnership segment, our revenues consist primarily of fees for 

receiving, storing, transferring and transporting ethanol and other fuels.

Cost of Goods Sold. For our ethanol production segment, cost of goods sold includes direct labor, materials and plant 

overhead costs. Direct labor includes compensation and related benefits of non-management personnel involved in ethanol 

plant operations. Plant overhead consists primarily of plant utilities and outbound freight charges. Corn is the most significant 

raw material cost followed by natural gas, which is used to power steam generation in the ethanol production process and dry 

distillers grains. Cost of goods sold also includes net gains or losses from derivatives related to commodities purchased.

For our agribusiness and energy services segment, purchases of ethanol, distillers grains, renewable corn oil and grain 

are the primary component of cost of goods sold. 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, such as transportation, between the 

exchange-traded market and local markets where the terms of the contracts are based. Changes in the market value of grain 

inventories, forward purchase and sale contracts, and exchange-traded futures and options contracts are recognized as a 

component of cost of goods sold. 

Operations and Maintenance Expense. For our partnership segment, transportation expense is the primary component of 

operations and maintenance expense. Transportation expense includes rail car leases, shipping and freight and costs incurred 

for storing ethanol at destination terminals.

Loss (Gain) on Sale of Assets, Net. We completed the sale of the ethanol plant located in Ord, Nebraska in March 2021 

and the sale of the ethanol plant located in Hereford, Texas during the fourth quarter of 2020. The sale of Ord resulted in a 

pretax gain of $35.9 million recorded at the corporate level. The sale of Hereford resulted in a loss of $18.5 million recorded 

at the corporate level, a loss of $3.9 million recorded at the ethanol production level and the gain on the assignment of 

operating leases of $2.7 million recorded at the partnership level.

Selling, General and Administrative Expense. Selling, general and administrative expenses are recognized at the 

operating segment and corporate level. These expenses consist of employee salaries, incentives and benefits; office expenses; 

director fees; and professional fees for accounting, legal, consulting and investor relations services. Personnel costs, which 

include employee salaries, incentives and benefits, as well as severance and separation costs, are the largest expenditure. 

Selling, general and administrative expenses that cannot be allocated to an operating segment are referred to as corporate 

activities.

• October 2020

Our remaining 50% membership interest in GPCC was sold.

• December 2020

Hereford, Texas ethanol plant was sold and certain storage assets of this plant were acquired 
from the partnership prior to being sold.

• December 2020

Acquired a majority interest in FQT.

• March 2021

Ord, Nebraska ethanol plant was sold and certain storage assets of this plant were acquired from 
the partnership prior to being sold. 

• May 2022

Received a $27.7 million grant from the USDA as part of the CARES Act.

The year ended December 31, 2020, includes approximately nine months of operations of the GPCC joint venture being 

accounted for using the equity method of accounting.

A discussion regarding our financial condition and results of operations for the year ended December 31, 2021, 

compared to the year ended December 31, 2020, can be found under Item 7 in our Annual Report on Form 10-K for the fiscal 
year ended December 31, 2021, filed with the SEC on February 18, 2022. 

Segment Results

We report the financial and operating performance for the following three operating segments: (1) ethanol production, 
which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable 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, renewable corn oil, natural gas and other commodities, and (3) 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 renewable 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.

37

38

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

Revenues:

Ethanol production:

Revenues from external customers

Intersegment revenues

Total segment revenues

Agribusiness and energy services:

Revenues from external customers 

Intersegment revenues

Total segment revenues

Partnership:

Revenues from external customers

Intersegment revenues

Total segment revenues

Revenues including intersegment activity

Intersegment eliminations

Cost of goods sold:

Ethanol production

Agribusiness and energy services

Intersegment eliminations

Gross margin:

Ethanol production

Agribusiness and energy services

Partnership

Intersegment eliminations

Operating income (loss):

Ethanol production (1)

Agribusiness and energy services

Partnership

Intersegment eliminations

Corporate activities (2)

Depreciation and amortization:

Ethanol production

Agribusiness and energy services

Partnership

Corporate activities

Year Ended December 31,
2021

2020

2022

$ 

3,070,192  $ 

2,153,368  $ 

1,502,481 

—   

—   

100 

3,070,192   

2,153,368   

1,502,581 

588,654   

669,526   

26,961   

21,958   

615,615   

691,484   

4,003   

75,764   

79,767   

4,274   

74,178   

78,452   

416,403 

27,468 

443,871 

4,835 

78,510 

83,345 

3,765,574   

2,923,304   

2,029,797 

(102,725)   
3,662,849  $ 

(96,136)   
2,827,168  $ 

(106,078) 
1,923,719 

$ 

Year Ended December 31,
2021

2020

2022

$ 

3,068,366  $ 

2,063,283  $ 

1,507,335 

562,950   

657,375   

409,407 

(106,305)   
3,525,011  $ 

(95,549)   
2,625,109  $ 

(104,579) 
1,812,163 

$ 

Year Ended December 31,

2022

2021

2020

$ 

1,826  $ 

90,085  $ 

(4,754) 

companies. 

52,665 

79,767 

3,580 

34,109 

78,452 

(587)   

34,464 

83,345 

(1,499) 

$ 

137,838  $ 

202,059  $ 

111,556 

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 

Texas ethanol plant for the year-ended December 31, 2020.

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 

the Hereford, Texas ethanol plant and a $1.5 million net gain from the sale of GPCC. 

Year Ended December 31,

2022

2021

2020

$ 

(117,764)  $ 

(27,996)  $ 

(129,618) 

36,415   

47,699   

3,580 

17,458   

48,672   

(587)   

15,773 

50,437 

(1,400) 

(68,878)   

(12,039)   

(57,888) 

$ 

(98,948)  $ 

25,508  $ 

(122,696) 

Year Ended December 31,

2022

2021

2020

$ 

81,545  $ 

82,969  $ 

67,956 

3,466   

4,093   

3,594   

2,535   

3,737   

2,711   

2,512 

3,806 

3,970 

$ 

92,698  $ 

91,952  $ 

78,244 

We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial 

performance of our reportable segments and manage those segments. EBITDA is defined as earnings before interest expense, 

income tax expense, including related tax expense of equity method investments, depreciation and amortization excluding the 

amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to other income 

associated with the USDA COVID-19 relief grant, gains or losses on sale of assets, our proportional share of EBITDA 

adjustments of our equity method investees and noncash goodwill impairment. We believe EBITDA, adjusted EBITDA and 

segment EBITDA are useful measures to compare our performance against other companies. These measures should not be 

considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, 

adjusted EBITDA, and segment EBITDA calculations may vary from company to company. Accordingly, our computation of 

EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other 

39

40

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

Revenues:

Ethanol production:

Revenues from external customers

Intersegment revenues

Total segment revenues

Agribusiness and energy services:

Revenues from external customers 

Intersegment revenues

Total segment revenues

Partnership:

Revenues from external customers

Intersegment revenues

Total segment revenues

Revenues including intersegment activity

Intersegment eliminations

Cost of goods sold:

Ethanol production

Agribusiness and energy services

Intersegment eliminations

Gross margin:

Ethanol production

Agribusiness and energy services

Partnership

Intersegment eliminations

Year Ended December 31,

2022

2021

2020

$ 

3,070,192  $ 

2,153,368  $ 

1,502,481 

—   

—   

100 

3,070,192   

2,153,368   

1,502,581 

588,654   

669,526   

26,961   

21,958   

615,615   

691,484   

4,003   

75,764   

79,767   

4,274   

74,178   

78,452   

416,403 

27,468 

443,871 

4,835 

78,510 

83,345 

3,765,574   

2,923,304   

2,029,797 

(102,725)   

(96,136)   

(106,078) 

$ 

3,662,849  $ 

2,827,168  $ 

1,923,719 

Year Ended December 31,

2022

2021

2020

$ 

3,068,366  $ 

2,063,283  $ 

1,507,335 

562,950   

657,375   

409,407 

(106,305)   

(95,549)   

(104,579) 

$ 

3,525,011  $ 

2,625,109  $ 

1,812,163 

Year Ended December 31,

2022

2021

2020

$ 

1,826  $ 

90,085  $ 

(4,754) 

52,665 

79,767 

3,580 

34,109 

78,452 

(587)   

34,464 

83,345 

(1,499) 

$ 

137,838  $ 

202,059  $ 

111,556 

Operating income (loss):
Ethanol production (1)
Agribusiness and energy services

Partnership

Intersegment eliminations
Corporate activities (2)

Year Ended December 31,
2021

2020

2022

$ 

(117,764)  $ 

(27,996)  $ 

(129,618) 

36,415   

47,699   

3,580 
(68,878)   
(98,948)  $ 

17,458   

48,672   

(587)   
(12,039)   
25,508  $ 

15,773 

50,437 

(1,400) 
(57,888) 
(122,696) 

$ 

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 
Texas ethanol plant for the year-ended December 31, 2020.

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 
the Hereford, Texas ethanol plant and a $1.5 million net gain from the sale of GPCC. 

Depreciation and amortization:

Ethanol production

Agribusiness and energy services

Partnership

Corporate activities

Year Ended December 31,

2022

2021

2020

$ 

81,545  $ 

82,969  $ 

67,956 

3,466   

4,093   

3,594   

2,535   

3,737   

2,711   

2,512 

3,806 

3,970 

$ 

92,698  $ 

91,952  $ 

78,244 

We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial 

performance of our reportable segments and manage those segments. EBITDA is defined as earnings before interest expense, 
income tax expense, including related tax expense of equity method investments, depreciation and amortization excluding the 
amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to other income 
associated with the USDA COVID-19 relief grant, gains or losses on sale of assets, our proportional share of EBITDA 
adjustments of our equity method investees and noncash goodwill impairment. We believe EBITDA, adjusted EBITDA and 
segment EBITDA are useful measures to compare our performance against other companies. These measures should not be 
considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, 
adjusted EBITDA, and segment EBITDA calculations may vary from company to company. Accordingly, our computation of 
EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other 
companies. 

39

40

 
 
  
  
  
 
 
 
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands): 

Total assets by segment are as follows (in thousands):

Net loss
Interest expense (1)
Income tax expense (benefit)
Depreciation and amortization (2)

EBITDA
Other income (3)
Loss (gain) on sale of assets, net

Proportional share of EBITDA adjustments to equity method investees

Noncash goodwill impairment

Adjusted EBITDA

Year Ended December 31,
2021

2020

2022

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

32,642 

4,747 

92,698 

26,710 

(27,712)   

— 

180 

— 

67,144 

1,845 

91,952 

116,795 

— 

(29,601)   

184 

— 

$ 

(822)  $ 

87,378  $ 

39,993 

(43,879) 

78,244 

(15,296) 

— 

20,860 

7,093 

24,091 

36,748 

(1)

Interest expense for the year ended December 31, 2021 includes a loss on extinguishment of convertible notes of $22.1 million and a loss on 
settlement of convertible notes of $9.5 million.

(2) Excludes the amortization of operating lease right-of-use assets and amortization of debt issuance costs.
(3) Other income for the year-ended December 31, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 

million.

The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):

decreased trading volumes.

Adjusted EBITDA:
Ethanol production (1)
Agribusiness and energy services

Partnership

Intersegment eliminations
Corporate activities (2)

EBITDA
Other income (3)
Loss (gain) on sale of assets, net

Proportional share of EBITDA adjustments to equity method investees

Noncash goodwill impairment

Adjusted EBITDA

Year Ended December 31,
2021

2020

2022

$ 

(8,619)  $ 

55,056  $ 

(60,868) 

39,798 

52,429 

3,580 

19,716 

53,109 

(587)   

(60,478)   

(10,499)   

26,710 

116,795 

(27,712)   

— 

— 

180 

— 

(29,601)   

184 

— 

$ 

(822)  $ 

87,378  $ 

18,430 

54,907 

(1,400) 

(26,365) 

(15,296) 

— 

20,860 

7,093 

24,091 

36,748 

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 
Texas ethanol plant for the year-ended December 31, 2020. 

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 
the Hereford, Texas ethanol plant and a $1.5 million gain from sale of GPCC.

(3) Other income for the year-ended December 31, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 

million.

Total assets (1):

Ethanol production

Agribusiness and energy services

Partnership

Corporate assets

Intersegment eliminations

Year Ended December 31,

2022

2021

$ 

1,157,791  $ 

1,101,151 

489,083   

108,680   

386,437   

(18,860)   

487,164 

100,349 

524,206 

(53,115) 

$ 

2,123,131  $ 

2,159,755 

(1) Asset balances by segment exclude intercompany balances.

Year Ended December 31, 2022 compared with the Year Ended December 31, 2021

Consolidated Results

Consolidated revenues increased $835.7 million in 2022 compared with 2021 primarily due to higher average selling 

prices and higher volumes sold on ethanol, distillers grains and renewable corn oil within our ethanol production segment as 

described below, slightly offset by lower revenues within our agribusiness and energy services segment as a result of 

Net loss increased $59.2 million and adjusted EBITDA decreased $88.2 million in 2022 compared with 2021 primarily 

due to decreased margins within our ethanol production segment. Interest expense decreased $34.5 million in 2022 compared 

with 2021 primarily due to the loss upon settlement of convertible notes of $31.6 million recorded during 2021, as well as 

higher capitalized interest and decreased amortization of debt issuance costs, partially offset by increased interest as a result 

of higher rates and a higher average debt balance. Income tax expense was $4.7 million in 2022 compared to an income tax 

expense of $1.8 million in 2021 primarily due to an increase in the valuation allowance recorded against certain deferred tax 

assets.

Ethanol Production Segment

The following discussion provides greater detail about our segment performance.

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

(thousands of equivalent dried tons)

Ethanol sold

(thousands of gallons)

Distillers grains sold

Renewable corn oil sold

(thousands of pounds)

Corn consumed

(thousands of bushels)

Year Ended December 31,

2022

2021

872,133 

750,648 

2,280 

1,977 

281,730 

219,807 

301,868 

259,786 

41

42

Revenues in our ethanol production segment increased $916.8 million in 2022 compared with 2021 primarily due to 

higher ethanol, distillers grains and renewable corn oil volumes sold resulting in increased revenues of $295.7 million, $57.3 

million and $31.9 million, respectively, as well as higher weighted average selling prices on ethanol, distillers grains and 

renewable corn oil resulting in increased revenues of $168.2 million, $90.2 million and $50.0 million, respectively. Revenues 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2) Excludes the amortization of operating lease right-of-use assets and amortization of debt issuance costs.

(3) Other income for the year-ended December 31, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 

million.

The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):

Net loss

Interest expense (1)

Income tax expense (benefit)

Depreciation and amortization (2)

EBITDA

Other income (3)

Loss (gain) on sale of assets, net

Noncash goodwill impairment

Adjusted EBITDA

Adjusted EBITDA:

Ethanol production (1)

Agribusiness and energy services

Partnership

Intersegment eliminations

Corporate activities (2)

EBITDA

Other income (3)

Loss (gain) on sale of assets, net

Noncash goodwill impairment

Adjusted EBITDA

Year Ended December 31,

2022

2021

2020

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

32,642 

4,747 

92,698 

26,710 

(27,712)   

— 

180 

— 

67,144 

1,845 

91,952 

116,795 

— 

(29,601)   

184 

— 

39,993 

(43,879) 

78,244 

(15,296) 

— 

20,860 

7,093 

24,091 

36,748 

Year Ended December 31,

2022

2021

2020

$ 

(8,619)  $ 

55,056  $ 

(60,868) 

39,798 

52,429 

3,580 

19,716 

53,109 

(587)   

(60,478)   

(10,499)   

26,710 

116,795 

(27,712)   

— 

180 

— 

(29,601)   

— 

184 

— 

$ 

(822)  $ 

87,378  $ 

18,430 

54,907 

(1,400) 

(26,365) 

(15,296) 

— 

20,860 

7,093 

24,091 

36,748 

The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands): 

Total assets by segment are as follows (in thousands):

Total assets (1):
Ethanol production

Agribusiness and energy services

Partnership

Corporate assets

Intersegment eliminations

Year Ended December 31,

2022

2021

$ 

1,157,791  $ 

1,101,151 

489,083   

108,680   

386,437   

487,164 

100,349 

524,206 

(18,860)   
2,123,131  $ 

(53,115) 
2,159,755 

$ 

Proportional share of EBITDA adjustments to equity method investees

$ 

(822)  $ 

87,378  $ 

Year Ended December 31, 2022 compared with the Year Ended December 31, 2021

(1) Asset balances by segment exclude intercompany balances.

(1)

Interest expense for the year ended December 31, 2021 includes a loss on extinguishment of convertible notes of $22.1 million and a loss on 

Consolidated Results

settlement of convertible notes of $9.5 million.

Consolidated revenues increased $835.7 million in 2022 compared with 2021 primarily due to higher average selling 
prices and higher volumes sold on ethanol, distillers grains and renewable corn oil within our ethanol production segment as 
described below, slightly offset by lower revenues within our agribusiness and energy services segment as a result of 
decreased trading volumes.

Net loss increased $59.2 million and adjusted EBITDA decreased $88.2 million in 2022 compared with 2021 primarily 

due to decreased margins within our ethanol production segment. Interest expense decreased $34.5 million in 2022 compared 
with 2021 primarily due to the loss upon settlement of convertible notes of $31.6 million recorded during 2021, as well as 
higher capitalized interest and decreased amortization of debt issuance costs, partially offset by increased interest as a result 
of higher rates and a higher average debt balance. Income tax expense was $4.7 million in 2022 compared to an income tax 
expense of $1.8 million in 2021 primarily due to an increase in the valuation allowance recorded against certain deferred tax 
assets.

The following discussion provides greater detail about our segment performance.

Ethanol Production Segment

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

Proportional share of EBITDA adjustments to equity method investees

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 

Texas ethanol plant for the year-ended December 31, 2020. 

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 

the Hereford, Texas ethanol plant and a $1.5 million gain from sale of GPCC.

(3) Other income for the year-ended December 31, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 

million.

Ethanol sold

(thousands of gallons)

Distillers grains sold

(thousands of equivalent dried tons)

Renewable corn oil sold

(thousands of pounds)

Corn consumed

(thousands of bushels)

Year Ended December 31,

2022

2021

872,133 

750,648 

2,280 

1,977 

281,730 

219,807 

301,868 

259,786 

41

42

Revenues in our ethanol production segment increased $916.8 million in 2022 compared with 2021 primarily due to 
higher ethanol, distillers grains and renewable corn oil volumes sold resulting in increased revenues of $295.7 million, $57.3 
million and $31.9 million, respectively, as well as higher weighted average selling prices on ethanol, distillers grains and 
renewable corn oil resulting in increased revenues of $168.2 million, $90.2 million and $50.0 million, respectively. Revenues 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
also increased as a result of ethanol hedging activities by $233.3 million.

Cost of goods sold in our ethanol production segment increased $1,005.1 million for 2022 compared with 2021 due to 
higher weighted average corn prices, higher corn volumes processed and hedging activities, resulting in increased costs of 
$400.2 million, $248.3 million and $151.3 million, respectively, as well as an increase of $178.8 million driven by higher 
utilities, freight and chemical costs.

Operating loss in our ethanol production segment increased $89.8 million in 2022 compared with 2021 primarily due to 
decreased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $81.5 
million for 2022 compared with $83.0 million during 2021.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment decreased $75.9 million while operating income increased 
$19.0 million in 2022 compared with 2021. The decrease in revenues was primarily due to a decrease in ethanol, distillers 
grains and renewable corn oil trading volume. Operating income increased primarily as a result of higher trading margins.

Partnership Segment

Revenues generated by our partnership segment increased $1.3 million in 2022 compared with 2021. Railcar 
transportation services revenue increased $2.4 million primarily due to an increase in railcar volumetric capacity and 
associated fees. Storage and throughput services revenue decreased $0.7 million primarily due to a reduction in contracted 
minimum volume commitments as a result of the sale of our parent’s Ord ethanol plant in the first quarter of 2021. Trucking 
and other revenue decreased $0.3 million  primarily as a result of lower non-affiliate freight volume. Terminal services 
revenue remained consistent with the prior year. Operating income decreased $1.0 million in 2022 compared with 2021 
primarily due to higher railcar lease expenses.

Intersegment Eliminations

Intersegment eliminations of revenues increased by $6.6 million for 2022 compared with 2021 due to increased 

intersegment marketing and commodity service fees within the agribusiness and energy services segment as a result of higher 
production volumes as well as increased storage and throughput fees paid to the partnership segment.

Corporate Activities

Operating loss was impacted by an increase in corporate activities of $56.8 million for 2022 compared with 2021, 
primarily due to the net gain on sale of assets recorded during 2021 of $29.6 million, as well as increased personnel costs, 
professional fees and travel costs during 2022. 

Income Taxes

We recorded income tax expense of $4.7 million for 2022 compared to an income tax expense of $1.8 million in 2021. 

The increase in the amount of tax expense recorded for 2022 was primarily due to an increase in the valuation allowance 
recorded against certain deferred tax assets.

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 our history of positive cash flow from operating activities, which have been positive for eight of the 
previous ten years, provide a solid foundation to meet our future liquidity and capital resource requirements. 

distribution. At December 31, 2022, our subsidiaries had approximately $117.1 million of net assets that were not available to 

use in the form of dividends, loans or advances due to restrictions contained in their credit facilities. 

Net cash provided by operating activities was $69.7 million in 2022 compared to $4.2 million in 2021. Operating 

activities compared to the prior year were primarily affected by fluctuations in working capital, including cash provided by 

higher accounts payable and lower accounts receivable, offset by higher net loss when compared to the prior year. Net cash 

used in investing activities was $105.3 million in 2022 compared to $236.3 million in 2021 primarily due to the purchases of 

marketable securities in the prior year. Net cash used in financing activities was $25.1 million in 2022 compared to net cash 

provided by financing activities of $518.2 million in 2021 primarily due to proceeds from the issuance of common stock and 

debt offerings during 2021. 

Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity 

Management 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 $212.4 million in 2022 primarily for Ultra-High Protein expansion projects at 

Central City, Mount Vernon and Obion and for various other capital projects, which were funded from our restricted cash 

accounts. The current projected estimate for capital spending for 2023 is approximately $150 million to $250 million, which 

is subject to review prior to the initiation of any project. The estimate includes additional expenditures to deploy FQT’s 

MSC™ and CST™ technology, as well as expenditures for various other maintenance projects, which are expected to be 

financed with cash on hand and by cash provided by operating activities. 

Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, renewable 

corn oil and natural gas. 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. 

Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves 

established by the general partner, including those for future capital expenditures, future acquisitions and anticipated future 

debt service requirements, plus all or any portion of the cash on hand resulting from working capital borrowings made 

subsequent to the end of that quarter.

Our board of directors authorized a share repurchase program of up to $200.0 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 common stock in 2022 and 2021. Since 

inception, we have repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.

We believe we have sufficient working capital for our existing operations. A continued sustained period of unprofitable 

operations, however, may strain our liquidity. We may sell additional assets or equity or borrow capital to improve or 

preserve our liquidity, expand our business or acquire businesses.

Debt

We were in compliance with our debt covenants at December 31, 2022. 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. 

On December 31, 2022, we had $444.7 million in cash and cash equivalents and $55.6 million in restricted cash. We also 

As outlined in Note 12 - Debt, we use LIBOR as a reference rate for certain credit facilities. The administrator of LIBOR 

had $235.0 million available under our committed revolving credit agreement, subject to restrictions or other lending 
conditions. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from 

ceased the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on 

December 31, 2021, and will cease the remaining USD LIBOR settings immediately following the LIBOR publication on 

43

44

also increased as a result of ethanol hedging activities by $233.3 million.

Cost of goods sold in our ethanol production segment increased $1,005.1 million for 2022 compared with 2021 due to 

higher weighted average corn prices, higher corn volumes processed and hedging activities, resulting in increased costs of 

$400.2 million, $248.3 million and $151.3 million, respectively, as well as an increase of $178.8 million driven by higher 

utilities, freight and chemical costs.

Operating loss in our ethanol production segment increased $89.8 million in 2022 compared with 2021 primarily due to 

decreased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $81.5 

million for 2022 compared with $83.0 million during 2021.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment decreased $75.9 million while operating income increased 

$19.0 million in 2022 compared with 2021. The decrease in revenues was primarily due to a decrease in ethanol, distillers 

grains and renewable corn oil trading volume. Operating income increased primarily as a result of higher trading margins.

Partnership Segment

Revenues generated by our partnership segment increased $1.3 million in 2022 compared with 2021. Railcar 

transportation services revenue increased $2.4 million primarily due to an increase in railcar volumetric capacity and 

associated fees. Storage and throughput services revenue decreased $0.7 million primarily due to a reduction in contracted 

minimum volume commitments as a result of the sale of our parent’s Ord ethanol plant in the first quarter of 2021. Trucking 

and other revenue decreased $0.3 million  primarily as a result of lower non-affiliate freight volume. Terminal services 

revenue remained consistent with the prior year. Operating income decreased $1.0 million in 2022 compared with 2021 

primarily due to higher railcar lease expenses.

Intersegment Eliminations

Intersegment eliminations of revenues increased by $6.6 million for 2022 compared with 2021 due to increased 

intersegment marketing and commodity service fees within the agribusiness and energy services segment as a result of higher 

production volumes as well as increased storage and throughput fees paid to the partnership segment.

Operating loss was impacted by an increase in corporate activities of $56.8 million for 2022 compared with 2021, 

primarily due to the net gain on sale of assets recorded during 2021 of $29.6 million, as well as increased personnel costs, 

Corporate Activities

professional fees and travel costs during 2022. 

Income Taxes

recorded against certain deferred tax assets.

Liquidity and Capital Resources 

We recorded income tax expense of $4.7 million for 2022 compared to an income tax expense of $1.8 million in 2021. 

The increase in the amount of tax expense recorded for 2022 was primarily due to an increase in the valuation allowance 

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 our history of positive cash flow from operating activities, which have been positive for eight of the 

previous ten years, provide a solid foundation to meet our future liquidity and capital resource requirements. 

distribution. At December 31, 2022, our subsidiaries had approximately $117.1 million of net assets that were not available to 
use in the form of dividends, loans or advances due to restrictions contained in their credit facilities. 

Net cash provided by operating activities was $69.7 million in 2022 compared to $4.2 million in 2021. Operating 
activities compared to the prior year were primarily affected by fluctuations in working capital, including cash provided by 
higher accounts payable and lower accounts receivable, offset by higher net loss when compared to the prior year. Net cash 
used in investing activities was $105.3 million in 2022 compared to $236.3 million in 2021 primarily due to the purchases of 
marketable securities in the prior year. Net cash used in financing activities was $25.1 million in 2022 compared to net cash 
provided by financing activities of $518.2 million in 2021 primarily due to proceeds from the issuance of common stock and 
debt offerings during 2021. 

Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity 
Management 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 $212.4 million in 2022 primarily for Ultra-High Protein expansion projects at 
Central City, Mount Vernon and Obion and for various other capital projects, which were funded from our restricted cash 
accounts. The current projected estimate for capital spending for 2023 is approximately $150 million to $250 million, which 
is subject to review prior to the initiation of any project. The estimate includes additional expenditures to deploy FQT’s 
MSC™ and CST™ technology, as well as expenditures for various other maintenance projects, which are expected to be 
financed with cash on hand and by cash provided by operating activities. 

Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, renewable 

corn oil and natural gas. 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. 

Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves 
established by the general partner, including those for future capital expenditures, future acquisitions and anticipated future 
debt service requirements, plus all or any portion of the cash on hand resulting from working capital borrowings made 
subsequent to the end of that quarter.

Our board of directors authorized a share repurchase program of up to $200.0 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 common stock in 2022 and 2021. Since 
inception, we have repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.

We believe we have sufficient working capital for our existing operations. A continued sustained period of unprofitable 

operations, however, may strain our liquidity. We may sell additional assets or equity or borrow capital to improve or 
preserve our liquidity, expand our business or acquire businesses.

Debt

We were in compliance with our debt covenants at December 31, 2022. 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. 

On December 31, 2022, we had $444.7 million in cash and cash equivalents and $55.6 million in restricted cash. We also 

As outlined in Note 12 - Debt, we use LIBOR as a reference rate for certain credit facilities. The administrator of LIBOR 

had $235.0 million available under our committed revolving credit agreement, subject to restrictions or other lending 

conditions. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from 

ceased the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on 
December 31, 2021, and will cease the remaining USD LIBOR settings immediately following the LIBOR publication on 

43

44

June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering 
committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new reference 
rate, the SOFR, calculated using short-term repurchase agreements backed by Treasury securities. The potential effect of any 
such event on interest expense is not expected to be material. 

Corporate Activities 

for the purchase of all notes issued. At December 31, 2022, the outstanding principal balance was $125.0 million on the loan 

and the interest rate was 11.75%. 

Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of us, have a $75.0 million delayed 

draw loan agreement, which matures on September 1, 2035. At December 31, 2022, the outstanding principal balance was 

$74.6 million on the loan and the interest rate was 5.02%. 

In March 2021, we issued $230.0 million of 2.25% convertible senior notes due in 2027, or the 2.25% notes. The 2.25% 

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

notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year. The initial conversion 
rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial 
conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium 
over the offering price of our common stock. The conversion rate is subject to adjustment upon the occurrence of certain 
events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and 
warrants; spinoffs; or a tender or exchange offering. In addition, we may be obligated to increase the conversion rate for any 
conversion that occurs in connection with certain corporate events, including our calling the 2.25% notes for redemption. We 
may settle the 2.25% notes in cash, common stock or a combination of cash and common stock. At December 31, 2022, the 
outstanding principal balance on the 2.25% notes was $230.0 million. 

In June 2019, we issued $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. The 4.00% 
notes were senior, unsecured obligations, with interest payable on January 1 and July 1 of each year, beginning January 1, 
2020, at a rate of 4.00% per annum. The initial conversion rate was 64.1540 shares of our common stock per $1,000 principal 
amount of the 4.00% notes, which is equivalent to an initial conversion price of approximately $15.59 per share of our 
common stock. We increased the final conversion rate to 66.4178 in connection with calling the 4.00% notes for redemption 
on May 25, 2022. 

In May 2021, we entered into a privately negotiated agreement with certain noteholders of the company’s 4.00% notes. 

Under this agreement, 3.6 million shares of our common stock were exchanged for $51.0 million in aggregate principal 
amount of the 4.00% notes. Common stock held as treasury shares were exchanged for the 4.00% notes.

On May 25, 2022, we gave notice calling for the redemption of our outstanding 4.00% notes, totaling an aggregate 
principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 1,000 of principal. From 
July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 
million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% notes. Pursuant to the 
guidance within ASC 470, Debt, we recorded the exchanges as a conversion. The 4.00% notes were retired effective July 8, 
2022.

In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which were 

senior, unsecured obligations with interest payable on March 1 and September 1 of each year. Prior to March 1, 2022, the 
4.125% notes were not convertible unless certain conditions are satisfied. The initial conversion rate was 35.7143 shares of 
common stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share.

In March 2021, concurrent with the issuance of the 2.25% notes, we used approximately $156.5 million of the net 
proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of its 4.125% notes due 
2022, in privately negotiated transactions. Pursuant to the guidance within ASC 470, Debt, we recorded a loss upon 
extinguishment of $22.1 million in interest expense. This charge included $1.2 million of unamortized debt issuance costs 
related to the principal balance extinguished.

During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 
4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of 
our common stock. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 
4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of our 
common stock, and the remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 
4.125% notes were fully retired effective September 1, 2022.

Ethanol Production Segment 

financing. 

Agribusiness and Energy Services Segment 

Green Plains Finance Company, Green Plains Grain and Green Plains Trade have total revolving commitments of $350.0 

million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of 

new lender commitments subject to certain conditions, due 2027. Each SOFR rate loan shall bear interest for each day at a 

rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable 

margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear 

interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on 

undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 

0.375%, dependent on undrawn availability. At December 31, 2022, the outstanding principal balance was $115.0 million on 

the facility and the interest rate was 8.02%.

Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility to finance margins 

related to its hedging programs. We expect to refinance or extend this facility prior to maturity. Advances are subject to 

variable interest rates equal to SOFR plus 1.75%. At December 31, 2022, the outstanding principal balance was $22.7 million 

on the facility and the interest rate was 6.05%. 

Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has 

accounted for the agreements as short-term notes, rather than revenues, and has elected the fair value option to offset 

fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company 

had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2022. 

Partnership Segment 

Green Plains Partners, through a wholly owned subsidiary, has a term loan to fund working capital, capital expenditures 

and other general partnership purposes. On July 20, 2021, the partnership’s prior credit facility was amended in the Amended 

and Restated Credit Agreement (“Amended Credit Facility”) with BlackRock and TMI Trust Company as administrative 

agent. The Amended Credit Facility decreased the total amount available to $60.0 million, extended the maturity from 

December 31, 2021 to July 20, 2026, and converted the balance to a term loan. The term loan does not require any principal 

payments; however, the partnership has the option to prepay $1.5 million per quarter.

Under the terms of the Amended Credit Facility, BlackRock purchased the outstanding balance of the existing notes 

from the previous lenders. Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor and is 

payable on the 15th day of each March, June, September and December, during the term, with the first interest payment being 

September 15, 2021. The Amended Credit Facility is secured by substantially all of the assets of the partnership. 

During the year ended December 31, 2021, prior to the amendment, principal payments of $50.0 million were made on 

the previous credit facility, including $19.5 million of scheduled repayments, $27.5 million related to the sale of the storage 

assets located adjacent to the Ord, Nebraska ethanol plant and a $3.0 million prepayment made with excess cash.  

On February 11, 2022, the Amended Credit Facility was modified to allow Green Plains Partners and its affiliates to 

repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from 

accounts and funds managed by BlackRock and subsequently retired the notes. As of December 31, 2022, the term loan had a 

balance of $59.0 million and an interest rate of 12.77%. 

Refer to Note 12 – Debt included as part of the notes to consolidated financial statements for more information about our 

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains 

debt.

Obion and Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes due 2026 with BlackRock 

45

46

June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering 

committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new reference 

rate, the SOFR, calculated using short-term repurchase agreements backed by Treasury securities. The potential effect of any 

such event on interest expense is not expected to be material. 

Corporate Activities 

for the purchase of all notes issued. At December 31, 2022, the outstanding principal balance was $125.0 million on the loan 
and the interest rate was 11.75%. 

Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of us, have a $75.0 million delayed 

draw loan agreement, which matures on September 1, 2035. At December 31, 2022, the outstanding principal balance was 
$74.6 million on the loan and the interest rate was 5.02%. 

In March 2021, we issued $230.0 million of 2.25% convertible senior notes due in 2027, or the 2.25% notes. The 2.25% 

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

notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year. The initial conversion 

financing. 

rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes (equivalent to an initial 

conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium 

Agribusiness and Energy Services Segment 

over the offering price of our common stock. The conversion rate is subject to adjustment upon the occurrence of certain 

events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and 

warrants; spinoffs; or a tender or exchange offering. In addition, we may be obligated to increase the conversion rate for any 

conversion that occurs in connection with certain corporate events, including our calling the 2.25% notes for redemption. We 

may settle the 2.25% notes in cash, common stock or a combination of cash and common stock. At December 31, 2022, the 

outstanding principal balance on the 2.25% notes was $230.0 million. 

In June 2019, we issued $115.0 million of 4.00% convertible senior notes due in 2024, or the 4.00% notes. The 4.00% 

notes were senior, unsecured obligations, with interest payable on January 1 and July 1 of each year, beginning January 1, 

2020, at a rate of 4.00% per annum. The initial conversion rate was 64.1540 shares of our common stock per $1,000 principal 

amount of the 4.00% notes, which is equivalent to an initial conversion price of approximately $15.59 per share of our 

common stock. We increased the final conversion rate to 66.4178 in connection with calling the 4.00% notes for redemption 

on May 25, 2022. 

In May 2021, we entered into a privately negotiated agreement with certain noteholders of the company’s 4.00% notes. 

Under this agreement, 3.6 million shares of our common stock were exchanged for $51.0 million in aggregate principal 

amount of the 4.00% notes. Common stock held as treasury shares were exchanged for the 4.00% notes.

On May 25, 2022, we gave notice calling for the redemption of our outstanding 4.00% notes, totaling an aggregate 

principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 1,000 of principal. From 

July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 

million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% notes. Pursuant to the 

guidance within ASC 470, Debt, we recorded the exchanges as a conversion. The 4.00% notes were retired effective July 8, 

2022.

In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which were 

senior, unsecured obligations with interest payable on March 1 and September 1 of each year. Prior to March 1, 2022, the 

4.125% notes were not convertible unless certain conditions are satisfied. The initial conversion rate was 35.7143 shares of 

common stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share.

In March 2021, concurrent with the issuance of the 2.25% notes, we used approximately $156.5 million of the net 

proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of its 4.125% notes due 

2022, in privately negotiated transactions. Pursuant to the guidance within ASC 470, Debt, we recorded a loss upon 

extinguishment of $22.1 million in interest expense. This charge included $1.2 million of unamortized debt issuance costs 

related to the principal balance extinguished.

During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 

4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of 

our common stock. Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 

4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of our 

common stock, and the remaining $23 thousand aggregate principal amount and accrued interest were settled in cash. The 

4.125% notes were fully retired effective September 1, 2022.

Ethanol Production Segment 

Green Plains Finance Company, Green Plains Grain and Green Plains Trade have total revolving commitments of $350.0 

million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of 
new lender commitments subject to certain conditions, due 2027. Each SOFR rate loan shall bear interest for each day at a 
rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable 
margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear 
interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on 
undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 
0.375%, dependent on undrawn availability. At December 31, 2022, the outstanding principal balance was $115.0 million on 
the facility and the interest rate was 8.02%.

Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility to finance margins 

related to its hedging programs. We expect to refinance or extend this facility prior to maturity. Advances are subject to 
variable interest rates equal to SOFR plus 1.75%. At December 31, 2022, the outstanding principal balance was $22.7 million 
on the facility and the interest rate was 6.05%. 

Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has 
accounted for the agreements as short-term notes, rather than revenues, and has elected the fair value option to offset 
fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company 
had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2022. 

Partnership Segment 

Green Plains Partners, through a wholly owned subsidiary, has a term loan to fund working capital, capital expenditures 
and other general partnership purposes. On July 20, 2021, the partnership’s prior credit facility was amended in the Amended 
and Restated Credit Agreement (“Amended Credit Facility”) with BlackRock and TMI Trust Company as administrative 
agent. The Amended Credit Facility decreased the total amount available to $60.0 million, extended the maturity from 
December 31, 2021 to July 20, 2026, and converted the balance to a term loan. The term loan does not require any principal 
payments; however, the partnership has the option to prepay $1.5 million per quarter.

Under the terms of the Amended Credit Facility, BlackRock purchased the outstanding balance of the existing notes 
from the previous lenders. Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor and is 
payable on the 15th day of each March, June, September and December, during the term, with the first interest payment being 
September 15, 2021. The Amended Credit Facility is secured by substantially all of the assets of the partnership. 

During the year ended December 31, 2021, prior to the amendment, principal payments of $50.0 million were made on 
the previous credit facility, including $19.5 million of scheduled repayments, $27.5 million related to the sale of the storage 
assets located adjacent to the Ord, Nebraska ethanol plant and a $3.0 million prepayment made with excess cash.  

On February 11, 2022, the Amended Credit Facility was modified to allow Green Plains Partners and its affiliates to 

repurchase outstanding notes. On the same day, the partnership purchased $1.0 million of the outstanding notes from 
accounts and funds managed by BlackRock and subsequently retired the notes. As of December 31, 2022, the term loan had a 
balance of $59.0 million and an interest rate of 12.77%. 

Refer to Note 12 – Debt included as part of the notes to consolidated financial statements for more information about our 

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains 

debt.

Obion and Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes due 2026 with BlackRock 

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46

Contractual Obligations and Commitments 

In addition to debt, our material future obligations include certain lease agreements and contractual and purchase 
commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating 
lease agreements for future fiscal years as of December 31, 2022 totaled $85.6 million. As of December 31, 2022, we had 
contracted future purchases of ethanol, grain, natural gas, and distillers grains valued at approximately $389.1 million and 
future commitments for storage and transportation valued at approximately $23.6 million. Refer to Note 17 – Commitments 
and Contingencies included in the notes to consolidated financial statements for more information.

Item 7A. Qualitative and Quantitative 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 the majority of our business in U.S. dollars and are not currently exposed to 
material foreign currency risk. 

Interest Rate Risk  

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 December 31, 2022, are as follows (in thousands):  

Commodity

Estimated Total Volume 

͏ Requirements for the 

͏ Next 12 Months (1)

Net Income Effect of 

͏ Approximate 10% 

͏Change in Price

Unit of 

͏Measure

Gallons

Bushels

Tons (2)

Pounds

MmBTU

958,000

330,000

2,700

310,000

27,700

$174,393

$162,336

$45,178

$13,784

$2,388

Ethanol

Corn

Distillers grains

Renewable corn oil

Natural gas

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, SOFR or LIBOR. At December 31, 2022, we had $634.8 
million in debt, $196.6 million of which had variable interest rates. A 10% increase in interest rates would affect our interest 
cost by approximately $1.8 million per year.  

(1) Estimated volumes assume production at full capacity.

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

Agribusiness and Energy Services Segment 

Refer to Note 12 – Debt included as part of the notes to consolidated financial statements for more information about our 

debt. 

Commodity Price Risk 

Our business is highly sensitive to commodity price risk, particularly for ethanol, corn, distillers grains, Ultra-High 
Protein, renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of 
crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer 
demand for alternative fuels. Corn prices are affected by weather conditions, yield, changes in domestic and global supply 
and demand, and government programs and policies. Distillers grains prices are impacted by livestock numbers on feed, 
prices for feed alternatives and supply, which is associated with ethanol plant production. 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.  

To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, 

renewable corn oil and natural gas, 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. For the year ended December 31, 2022, revenues included net losses of $1.6 million 
and cost of goods sold included net losses of $66.2 million associated with derivative 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 results are 
impacted when there is 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. 

Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price 

In the agribusiness and energy services segment, our inventories, physical purchase and sale contracts and derivatives are 

marked to market. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged 

inventories. 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.

Item 8. Financial Statements and Supplementary Data. 

The required consolidated financial statements and accompanying notes are listed in Part IV, Item 15. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. 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.

Under the supervision of 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 

47

48

Contractual Obligations and Commitments 

In addition to debt, our material future obligations include certain lease agreements and contractual and purchase 

commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating 

lease agreements for future fiscal years as of December 31, 2022 totaled $85.6 million. As of December 31, 2022, we had 

contracted future purchases of ethanol, grain, natural gas, and distillers grains valued at approximately $389.1 million and 

future commitments for storage and transportation valued at approximately $23.6 million. Refer to Note 17 – Commitments 

and Contingencies included in the notes to consolidated financial statements for more information.

Item 7A. Qualitative and Quantitative 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 the majority of our business in U.S. dollars and are not currently exposed to 

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 December 31, 2022, are as follows (in thousands):  

Commodity

Estimated Total Volume 
͏ Requirements for the 
͏ Next 12 Months (1)

Ethanol

Corn

Distillers grains

Renewable corn oil

Natural gas

958,000

330,000

2,700

310,000

27,700

Unit of 
͏Measure

Gallons

Bushels
Tons (2)
Pounds

MmBTU

Net Income Effect of 
͏ Approximate 10% 
͏Change in Price

$174,393

$162,336

$45,178

$13,784

$2,388

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, SOFR or LIBOR. At December 31, 2022, we had $634.8 

million in debt, $196.6 million of which had variable interest rates. A 10% increase in interest rates would affect our interest 

cost by approximately $1.8 million per year.  

(1) Estimated volumes assume production at full capacity.
(2) Distillers grains quantities are stated on an equivalent dried ton basis.

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. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged 
inventories. 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.

Item 8. Financial Statements and Supplementary Data. 

The required consolidated financial statements and accompanying notes are listed in Part IV, Item 15. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. 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.

Under the supervision of 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 

47

48

material foreign currency risk. 

Interest Rate Risk  

debt. 

Commodity Price Risk 

Refer to Note 12 – Debt included as part of the notes to consolidated financial statements for more information about our 

Our business is highly sensitive to commodity price risk, particularly for ethanol, corn, distillers grains, Ultra-High 

Protein, renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of 

crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer 

demand for alternative fuels. Corn prices are affected by weather conditions, yield, changes in domestic and global supply 

and demand, and government programs and policies. Distillers grains prices are impacted by livestock numbers on feed, 

prices for feed alternatives and supply, which is associated with ethanol plant production. 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.  

To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, 

renewable corn oil and natural gas, 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. For the year ended December 31, 2022, revenues included net losses of $1.6 million 

and cost of goods sold included net losses of $66.2 million associated with derivative 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 results are 

impacted when there is 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. 

Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price 

December 31, 2022, 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.

Report of Independent Registered Public Accounting Firm

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting as defined 
in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Under the supervision and participation of our chief executive officer and chief financial officer, management assessed 
the design and operating effectiveness of our internal control over financial reporting as of December 31, 2022, based on the 
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 
Commission. Based on this assessment, management concluded that our internal control over financial reporting was 
effective as of December 31, 2022. 

The effectiveness of the company’s internal control over financial reporting as of December 31, 2022, has been audited 

by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

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 GAAP. We have not identified any changes in our internal control over 
financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably 
likely to materially affect, our internal control over financial reporting.

To the Stockholders and Board of Directors

͏Green Plains Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Green Plains Inc. and subsidiaries' (the Company) internal control over financial reporting as of 

December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the 

Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all 

material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in 

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 

Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 

(PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated 

statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year 

period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report 

dated February 10, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its 

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s 

Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s 

internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and 

are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the 

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform 

the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in 

all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal 

control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and 

operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other 

procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our 

opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures 

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to 

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 

expenditures of the company are being made only in accordance with authorizations of management and directors of the 

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or 

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate 

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Omaha, Nebraska 

͏February 10, 2023

/s/ KPMG LLP

49

50

December 31, 2022, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure 

Report of Independent Registered Public Accounting Firm

controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

To the Stockholders and Board of Directors
͏Green Plains Inc.:

Management is responsible for establishing and maintaining effective internal control over financial reporting as defined 

Opinion on Internal Control Over Financial Reporting

in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the 

reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Under the supervision and participation of our chief executive officer and chief financial officer, management assessed 

the design and operating effectiveness of our internal control over financial reporting as of December 31, 2022, based on the 

Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 

Commission. Based on this assessment, management concluded that our internal control over financial reporting was 

effective as of December 31, 2022. 

The effectiveness of the company’s internal control over financial reporting as of December 31, 2022, has been audited 

by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

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 GAAP. We have not identified any changes in our internal control over 

financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably 

likely to materially affect, our internal control over financial reporting.

We have audited Green Plains Inc. and subsidiaries' (the Company) internal control over financial reporting as of 
December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the 
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all 
material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in 
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 
Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated 
statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year 
period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report 
dated February 10, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its 
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s 
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s 
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and 
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the 
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in 
all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal 
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and 
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other 
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our 
opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures 
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to 
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 
expenditures of the company are being made only in accordance with authorizations of management and directors of the 
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or 
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Omaha, Nebraska 
͏February 10, 2023

/s/ KPMG LLP

49

50

Item 15. Exhibits, Financial Statement Schedules.

PART IV

report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Auditor Name: KPMG LLP

Auditor Location: Omaha, NE

Auditor Firm ID: 185

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

(1) Financial Statements. The following consolidated financial statements and notes are filed as part of this annual 

Not applicable.

Item 10. Directors, Executive Officers and Corporate Governance.

PART III

Information in our Proxy Statement for the 2023 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate 

Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” and “Delinquent Section 16(a) Reports” is 
incorporated by reference.

We have adopted a code of ethics that applies to our chief executive officer, chief financial officer and all other senior 

financial officers. Our code of ethics is available on our website at www.gpreinc.com in the “Investors and Media – 
Governance” section. Amendments or waivers are disclosed within five business days following its adoption.

Item 11. Executive Compensation.

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Loss for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years-ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and 

“Executive Compensation” is incorporated by reference.

(2) Financial Statement Schedules. All schedules have been omitted because they are not applicable or the required 

information is included in the consolidated financial statements or notes thereto.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

(3) Exhibits. The following exhibits are incorporated by reference, filed or furnished as part of this annual report on 

Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and 

“Executive Compensation” is incorporated by reference.

Form 10-K. 

Exhibit Index

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Exhibit No. Description of Exhibit

Information in the Proxy Statement under "Corporate Governance" and “Transactions with Related Persons, Promoters 

and Certain Control Persons” is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference.

Page

F-1

F-3

F-4

F-5

F-6

F-7

F-9

2.1

Stock Purchase Agreement among Green Plains Inc., Green Plains II LLC and Kerry Holding Co. dated 

October 23, 2018. (The schedules to the Stock 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 October 25, 2018)

2.2

Securities Purchase Agreement, dated as of September 6, 2019, by and among Green Plains Inc., Green 

Plains Cattle Company LLC, TGAM Agribusiness Fund Holdings-B LP, and StepStone Atlantic Fund, L.P. 

(Certain schedules to the Securities 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 September 9, 2019)

2.3

Second Amended and Restated Limited Liability Company Agreement of Green Plains Cattle Company 

LLC, dated September 6, 2019 (Certain schedules to the Second Amended and Restated Limited Liability 

Company Agreement have been omitted. The company will furnish such schedules to the SEC upon request.) 

(incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed 

September 9, 2019)

2.4

Securities Purchase Agreement, dated as of October 9, 2020, by and among Green Plains Inc., Green Plains 

Cattle Company LLC, AGR Special Opportunities Fund I, LP, TGAM Agribusiness Fund LP, and StepStone 

Atlantic Fund, LP (incorporated herein by reference to Exhibit 2.1 to the company’s Current Report on Form 

8-K filed on October 13, 2020) (Certain schedules to the Securities Purchase Agreement have been omitted. 

The company will furnish such schedules to the SEC upon request)

2.5(a)

Asset Purchase Agreement among Hereford Ethanol Partners, L.P. and Green Plains Hereford LLC, dated 

December 11, 2020. (The schedules to the Asset Purchase Agreement have been omitted. The Company will 

furnish such schedules to the SEC upon request.)

51

52

Item 9B. Other Information.

None.

Not applicable.

Item 15. Exhibits, Financial Statement Schedules.

PART IV

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

(1) Financial Statements. The following consolidated financial statements and notes are filed as part of this annual 

Item 10. Directors, Executive Officers and Corporate Governance.

PART III

Information in our Proxy Statement for the 2023 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate 

Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” and “Delinquent Section 16(a) Reports” is 

incorporated by reference.

We have adopted a code of ethics that applies to our chief executive officer, chief financial officer and all other senior 

financial officers. Our code of ethics is available on our website at www.gpreinc.com in the “Investors and Media – 

Governance” section. Amendments or waivers are disclosed within five business days following its adoption.

Item 11. Executive Compensation.

report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Auditor Name: KPMG LLP

Auditor Location: Omaha, NE

Auditor Firm ID: 185

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Loss for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years-ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years-ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

Page

F-1

F-3

F-4

F-5

F-6

F-7

F-9

Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and 

“Executive Compensation” is incorporated by reference.

(2) Financial Statement Schedules. All schedules have been omitted because they are not applicable or the required 

information is included in the consolidated financial statements or notes thereto.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

(3) Exhibits. The following exhibits are incorporated by reference, filed or furnished as part of this annual report on 

Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and 

“Executive Compensation” is incorporated by reference.

Form 10-K. 

Exhibit Index

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Exhibit No. Description of Exhibit

Information in the Proxy Statement under "Corporate Governance" and “Transactions with Related Persons, Promoters 

and Certain Control Persons” is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference.

2.1

2.2

2.3

2.4

Stock Purchase Agreement among Green Plains Inc., Green Plains II LLC and Kerry Holding Co. dated 
October 23, 2018. (The schedules to the Stock 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 October 25, 2018)

Securities Purchase Agreement, dated as of September 6, 2019, by and among Green Plains Inc., Green 
Plains Cattle Company LLC, TGAM Agribusiness Fund Holdings-B LP, and StepStone Atlantic Fund, L.P. 
(Certain schedules to the Securities 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 September 9, 2019)

Second Amended and Restated Limited Liability Company Agreement of Green Plains Cattle Company 
LLC, dated September 6, 2019 (Certain schedules to the Second Amended and Restated Limited Liability 
Company Agreement have been omitted. The company will furnish such schedules to the SEC upon request.) 
(incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed 
September 9, 2019)

Securities Purchase Agreement, dated as of October 9, 2020, by and among Green Plains Inc., Green Plains 
Cattle Company LLC, AGR Special Opportunities Fund I, LP, TGAM Agribusiness Fund LP, and StepStone 
Atlantic Fund, LP (incorporated herein by reference to Exhibit 2.1 to the company’s Current Report on Form 
8-K filed on October 13, 2020) (Certain schedules to the Securities Purchase Agreement have been omitted. 
The company will furnish such schedules to the SEC upon request)

2.5(a)

Asset Purchase Agreement among Hereford Ethanol Partners, L.P. and Green Plains Hereford LLC, dated 
December 11, 2020. (The schedules to the Asset Purchase Agreement have been omitted. The Company will 
furnish such schedules to the SEC upon request.)

51

52

2.5(b)

2.6

3.1(a)

3.1(b)

3.1(c)

3.1(d)

3.2(a)

3.2(b)

3.3

4.1(a)

4.1(b)

4.2(a)

4.2(b)

4.3(a)

4.3(b)

4.4

4.5

Asset Purchase Agreement, dated December 14, 2020, by and among Green Plains 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 and Green Plains Hereford LLC. 
(incorporated herein by reference to Exhibit 2.2 to the company's Current Report on Form 8-K filed on 
December 15, 2020).

Asset Purchase Agreement, dated January 25, 2021, by and 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 and Green Plains Ord LLC. (incorporated 
herein by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on January 27, 2021)

Second Amended and Restated Articles of Incorporation of the company (incorporated herein by reference to 
Exhibit 3.1 of the company’s Current Report on Form 8-K filed October 15, 2008)

Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains 
Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on 
Form 8-K filed May 9, 2011)

Second Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains 
Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on 
Form 8-K filed May 16, 2014)

Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, 
Inc. (incorporated herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on 
May 6, 2022)

Fourth Amended and Restated Bylaws of Green Plains Inc., dated September 27, 2021 (incorporated herein 
by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on September 28, 2021)

First Amendment to Fourth Amended and Restated Bylaws of Green Plains, Inc. (incorporated herein by 
reference to Exhibit 3.2 to the company's Current Report on Form 8-K filed on May 6, 2022)

Fifth Amended and Restated Bylaws of Green Plains Inc., dated November 14, 2022 (incorporated herein by 
reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on November 16, 2022)

Shareholders’ Agreement by and among Green Plains Renewable Energy, Inc., each of the investors listed on 
Schedule A, and each of the existing shareholders and affiliates identified on Schedule B, dated May 7, 2008 
(incorporated herein by reference to Appendix F of the company’s Registration Statement on Form S-4/A 
filed September 4, 2008)

Indenture, dated March 1, 2021, between Green Plains Inc. and Wilmington Trust, National Association, as 
trustee (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K dated 
March 1, 2021)

Indenture relating to the 4.125% Convertible Senior Notes due 2022, dated as of August 15, 2016, between 
Green Plains Inc. and Wilmington Trust, National Association, including the form of Global Note attached as 
Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 
8-K filed August 15, 2016)

First Supplemental Indenture relating to the 2.25% Convertible Senior Notes due 2027, dated as of March 1, 
2021, between Green Plains Inc. and Wilmington Trust, National Association, including the form of Global 
Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.2 to the company’s Current 
Report on Form 8-K dated March 1, 2021)

Indenture relating to the 3.25% Convertible Senior Notes due 2019, dated as of August 14, 2018, between 
Green Plains Inc. and Wilmington Trust, National Association, as trustee (including therein Form of 3.25% 
Convertible Senior Notes Due 2019) (incorporated herein by reference to Exhibit 4.1 to the company’s 
Current Report on Form 8-K filed August 14, 2018)

Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 
4.2(b)).

Indenture relating to the 4.00% Convertible Senior Notes due 2024, dated as of June 21, 2019, between 
Green Plains Inc. and Wilmington Trust, National Association, including the form of Global Note attached as 
Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 
8-K filed on June 21, 2019)

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference 
to Exhibit 4.7 of the company’s Annual Report on Form 10-K filed February 20, 2020)

*10.1

10.2

2007 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive 

Proxy Statement filed March 27, 2007)

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.53 of the company’s 

Registration Statement on Form S-4/A filed August 1, 2008)

*10.3(a)

Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker dated May 

7, 2008 (incorporated herein by reference to Exhibit 10.54 of the company’s Registration Statement on Form 

S-4/A filed August 1, 2008)

*10.3(b)

Amendment No. 1 to Employment Agreement by and between Green Plains Renewable Energy, Inc. and 

Todd Becker, dated December 18, 2009. (incorporated herein by reference to Exhibit 10.7(b) of the 

company’s Annual Report on Form 10-K filed February 24, 2010)

*10.3(c)

Amendment No. 2 to Employment Agreement by and between Green Plains, Inc. and Todd Becker, dated 

March 27, 2018 (incorporated herein by reference to Exhibit 10.52 of the company’s Quarterly Report on 

*10.4(a)

2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the company’s Current 

Form 10-Q filed on May 7, 2018)

Report on Form 8-K dated May 11, 2009)

*10.4(b)

Amendment No. 1 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 

company’s Definitive Proxy Statement filed March 25, 2011)

*10.4(c)

Amendment No. 2 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 

company’s Definitive Proxy Statement filed March 29, 2013)

*10.4(d)

Amended and Restated 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the 

company’s Registration Statement on Form S-8 filed June 23, 2017)

*10.4(e)

Form of Stock Option Award Agreement for 2009 Equity Incentive Plan (incorporated herein by reference to 

Exhibit 10.19(b) of the company’s Annual Report on Form 10-K filed February 24, 2010)

*10.4(f)

Form of Restricted Stock Award Agreement for 2009 Equity Incentive Plan (incorporated herein by 

reference to Exhibit 10.19(c) of the company’s Annual Report on Form 10-K/A (Amendment No. 1) filed 

February 25, 2010)

*10.4(g)

Amended Form of Restricted Stock Award agreement for 2009 Equity Incentive Plan (incorporated herein by 

reference to Exhibit 10.53 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

*10.4(h)

Form of Deferred Stock Unit Award Agreement for 2009 Equity Incentive Plan (incorporated herein by 

reference to Exhibit 10.19(d) of the company’s Annual Report on Form 10-K filed February 24, 2010) 

*10.4(i)

Form of Performance Share Unit Award agreement for 2009 Equity Incentive Plan (incorporated herein by 

reference to Exhibit 10.54 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

*10.4(j)

2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive 

Proxy Statement filed March 28, 2019)

*10.4(k)

Amendment No. 1 to the 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 

company’s Definitive Proxy Statement filed March 26, 2020)

10.5(a)

Second Amended and Restated Revolving Credit and Security Agreement dated April 26, 2013 by and 

among Green Plains Trade Group LLC and PNC Bank, National Association (as Lender and Agent) 

(incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed 

10.5(b)

Third Amended and Restated Revolving Credit and Security Agreement dated November 26, 2014 by and 

among Green Plains Trade Group LLC, the Lenders and PNC Bank, National Association (as Lender and 

Agent) (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed 

10.5(c)

Fourth Amended and Restated Revolving Credit and Security Agreement dated July 28, 2017, among Green 

Plains Trade Group LLC, the Lenders and PNC Bank, National Association as Lender and Agent 

(incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated July 

May 2, 2013)

December 2, 2014)

31, 2017)

10.5(d)

First Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 

August 29, 2017, among Green Plains Trade Group LLC and PNC Bank, National Association, as agent, and 

the lenders party to the Credit and Security Agreement (incorporated herein by reference to Exhibit 10.4(a) 

to the company’s Current Report on Form 8-K dated August 29, 2017)

53

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2.5(b)

Asset Purchase Agreement, dated December 14, 2020, by and among Green Plains 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 and Green Plains Hereford LLC. 

(incorporated herein by reference to Exhibit 2.2 to the company's Current Report on Form 8-K filed on 

December 15, 2020).

2.6

Asset Purchase Agreement, dated January 25, 2021, by and 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 and Green Plains Ord LLC. (incorporated 

herein by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on January 27, 2021)

3.1(a)

3.1(b)

Second Amended and Restated Articles of Incorporation of the company (incorporated herein by reference to 

Exhibit 3.1 of the company’s Current Report on Form 8-K filed October 15, 2008)

Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains 

Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on 

3.1(c)

Second Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains 

Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on 

3.1(d)

Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, 

Inc. (incorporated herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on 

Form 8-K filed May 9, 2011)

Form 8-K filed May 16, 2014)

May 6, 2022)

3.2(a)

3.2(b)

3.3

4.1(a)

Fourth Amended and Restated Bylaws of Green Plains Inc., dated September 27, 2021 (incorporated herein 

by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on September 28, 2021)

First Amendment to Fourth Amended and Restated Bylaws of Green Plains, Inc. (incorporated herein by 

reference to Exhibit 3.2 to the company's Current Report on Form 8-K filed on May 6, 2022)

Fifth Amended and Restated Bylaws of Green Plains Inc., dated November 14, 2022 (incorporated herein by 

reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on November 16, 2022)

Shareholders’ Agreement by and among Green Plains Renewable Energy, Inc., each of the investors listed on 

Schedule A, and each of the existing shareholders and affiliates identified on Schedule B, dated May 7, 2008 

(incorporated herein by reference to Appendix F of the company’s Registration Statement on Form S-4/A 

4.1(b)

Indenture, dated March 1, 2021, between Green Plains Inc. and Wilmington Trust, National Association, as 

trustee (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K dated 

filed September 4, 2008)

March 1, 2021)

4.2(a)

Indenture relating to the 4.125% Convertible Senior Notes due 2022, dated as of August 15, 2016, between 

Green Plains Inc. and Wilmington Trust, National Association, including the form of Global Note attached as 

Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 

8-K filed August 15, 2016)

4.2(b)

First Supplemental Indenture relating to the 2.25% Convertible Senior Notes due 2027, dated as of March 1, 

2021, between Green Plains Inc. and Wilmington Trust, National Association, including the form of Global 

Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.2 to the company’s Current 

Report on Form 8-K dated March 1, 2021)

4.3(a)

Indenture relating to the 3.25% Convertible Senior Notes due 2019, dated as of August 14, 2018, between 

Green Plains Inc. and Wilmington Trust, National Association, as trustee (including therein Form of 3.25% 

Convertible Senior Notes Due 2019) (incorporated herein by reference to Exhibit 4.1 to the company’s 

Current Report on Form 8-K filed August 14, 2018)

4.3(b)

Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 

4.2(b)).

4.4

4.5

Indenture relating to the 4.00% Convertible Senior Notes due 2024, dated as of June 21, 2019, between 

Green Plains Inc. and Wilmington Trust, National Association, including the form of Global Note attached as 

Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 

8-K filed on June 21, 2019)

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference 

to Exhibit 4.7 of the company’s Annual Report on Form 10-K filed February 20, 2020)

*10.1

10.2

*10.3(a)

*10.3(b)

*10.3(c)

*10.4(a)

*10.4(b)

*10.4(c)

*10.4(d)

*10.4(e)

*10.4(f)

*10.4(g)

*10.4(h)

*10.4(i)

*10.4(j)

*10.4(k)

10.5(a)

10.5(b)

10.5(c)

10.5(d)

2007 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive 
Proxy Statement filed March 27, 2007)

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.53 of the company’s 
Registration Statement on Form S-4/A filed August 1, 2008)

Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker dated May 
7, 2008 (incorporated herein by reference to Exhibit 10.54 of the company’s Registration Statement on Form 
S-4/A filed August 1, 2008)

Amendment No. 1 to Employment Agreement by and between Green Plains Renewable Energy, Inc. and 
Todd Becker, dated December 18, 2009. (incorporated herein by reference to Exhibit 10.7(b) of the 
company’s Annual Report on Form 10-K filed February 24, 2010)

Amendment No. 2 to Employment Agreement by and between Green Plains, Inc. and Todd Becker, dated 
March 27, 2018 (incorporated herein by reference to Exhibit 10.52 of the company’s Quarterly Report on 
Form 10-Q filed on May 7, 2018)

2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the company’s Current 
Report on Form 8-K dated May 11, 2009)

Amendment No. 1 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 
company’s Definitive Proxy Statement filed March 25, 2011)

Amendment No. 2 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 
company’s Definitive Proxy Statement filed March 29, 2013)

Amended and Restated 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the 
company’s Registration Statement on Form S-8 filed June 23, 2017)

Form of Stock Option Award Agreement for 2009 Equity Incentive Plan (incorporated herein by reference to 
Exhibit 10.19(b) of the company’s Annual Report on Form 10-K filed February 24, 2010)

Form of Restricted Stock Award Agreement for 2009 Equity Incentive Plan (incorporated herein by 
reference to Exhibit 10.19(c) of the company’s Annual Report on Form 10-K/A (Amendment No. 1) filed 
February 25, 2010)

Amended Form of Restricted Stock Award agreement for 2009 Equity Incentive Plan (incorporated herein by 
reference to Exhibit 10.53 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

Form of Deferred Stock Unit Award Agreement for 2009 Equity Incentive Plan (incorporated herein by 
reference to Exhibit 10.19(d) of the company’s Annual Report on Form 10-K filed February 24, 2010) 

Form of Performance Share Unit Award agreement for 2009 Equity Incentive Plan (incorporated herein by 
reference to Exhibit 10.54 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive 
Proxy Statement filed March 28, 2019)

Amendment No. 1 to the 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the 
company’s Definitive Proxy Statement filed March 26, 2020)

Second Amended and Restated Revolving Credit and Security Agreement dated April 26, 2013 by and 
among Green Plains Trade Group LLC and PNC Bank, National Association (as Lender and Agent) 
(incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed 
May 2, 2013)

Third Amended and Restated Revolving Credit and Security Agreement dated November 26, 2014 by and 
among Green Plains Trade Group LLC, the Lenders and PNC Bank, National Association (as Lender and 
Agent) (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed 
December 2, 2014)

Fourth Amended and Restated Revolving Credit and Security Agreement dated July 28, 2017, among Green 
Plains Trade Group LLC, the Lenders and PNC Bank, National Association as Lender and Agent 
(incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated July 
31, 2017)

First Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 
August 29, 2017, among Green Plains Trade Group LLC and PNC Bank, National Association, as agent, and 
the lenders party to the Credit and Security Agreement (incorporated herein by reference to Exhibit 10.4(a) 
to the company’s Current Report on Form 8-K dated August 29, 2017)

53

54

10.5(e)

10.5(f)

10.5(g)

10.5(h)

10.5(i)

10.5(j)

10.5(k)

10.5(l)

10.5(m)

*10.6

*10.7

*10.8

10.9(a)

10.9(b)

10.9(c)

10.9(d)

10.9(e)

Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 
March 15, 2018, by and among Green Plains Trade Group LLC and PNC Bank, National Association 
(incorporated herein by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q dated 
May 7, 2018)

Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 
November 27, 2019, by and among Green Plains Trade Group LLC and PNC Bank, National Association 
(incorporated herein by reference to Exhibit 10.5(f) of the company’s Annual Report on Form 10-K filed 
February 20, 2020)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Citibank, 
N.A. (incorporated herein by reference to Exhibit 10.2(b) of the company’s Quarterly Report on Form 10-Q 
filed May 2, 2013)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and BMO Harris 
Bank N.A. (incorporated herein by reference to Exhibit 10.2(c) of the company’s Quarterly Report on Form 
10-Q filed May 2, 2013)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Alostar Bank 
of Commerce (incorporated herein by reference to Exhibit 10.2(d) of the company’s Quarterly Report on 
Form 10-Q filed May 2, 2013)

Second Amended and Restated Credit Note dated April 26, 2013 by and among Green Plains Trade Group 
LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.2(a) of the company’s 
Quarterly Report on Form 10-Q filed May 2, 2013)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Bank of 
America (incorporated here by reference to Exhibit 10.2(e) of the company’s Quarterly Report on Form 10-Q 
filed May 2, 2013)

ABL Intercreditor Agreement, dated as of August 29, 2017, among PNC Bank, National Association, as 
ABL Collateral Agent, and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains 
Trade Group LLC and the other ABL Grantors (incorporated herein by reference to Exhibit 10.4(b) to the 
company’s Current Report on Form 8-K dated August 29, 2017)

Guaranty, dated as of August 29, 2017, in favor of PNC Bank, National Association, as agent (incorporated 
herein by reference to Exhibit 10.4(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

Umbrella Short-Term Incentive Plan (incorporated herein by reference to Appendix A of the company’s 
Proxy Statement filed April 3, 2014)

Director Compensation effective May 11, 2016 (incorporated herein by reference to Exhibit 10.4 of the 
company’s Quarterly Report on Form 10-Q filed August 3, 2016)

Director Compensation effective November 14, 2017 (incorporated herein by reference to Exhibit 10.9 of the 
company’s Annual Report on Form 10-K filed February 15, 2018)

Credit Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 
Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas Securities Corp. as Lead Arranger, Rabo 
Agrifinance, Inc. as Syndication Agent, ABN AMRO Capital USA LLC as Documentation Agent and BNP 
Paribas as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the company’s Current 
Report on Form 8-K filed November 3, 2011)

Security Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 
Grain Company TN LLC, Green Plains Essex Inc. and BNP Paribas (incorporated herein by reference to 
Exhibit 10.2 of the company’s Current Report on Form 8-K filed November 3, 2011)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 
Grain Company TN LLC, Green Plains Essex Inc. and Bank of Oklahoma (incorporated herein by reference 
to Exhibit 10.3 of the company’s Current Report on Form 8-K filed November 3, 2011)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 
Grain Company TN LLC, Green Plains Essex Inc. and U.S. Bank National Association (incorporated herein 
by reference to Exhibit 10.4 of the company’s Current Report on Form 8-K filed November 3, 2011)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 
Grain Company TN LLC, Green Plains Essex Inc. and Farm Credit Bank of Texas (incorporated herein by 
reference to Exhibit 10.5 of the company’s Current Report on Form 8-K filed November 3, 2011)

10.9(f)

First Amendment to Credit Agreement dated January 6, 2012 by and among Green Plains Grain Company 

LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas and the Required 

Lenders (incorporated herein by reference to Exhibit 10.26(k) of the company’s Annual Report on Form 10-

K filed February 17, 2012)

10.9(g)

Second Amendment to Credit Agreement, dated October 26, 2012, by and among Green Plains Grain 

Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the 

administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement 

(incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q filed 

November 1, 2012)

10.9(h)

Third Amendment to Credit Agreement, dated August 27, 2013, by and among Green Plains Grain Company 

LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the administrative 

agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by 

reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q filed October 31, 2013)

10.9(i)

Fourth Amendment to Credit Agreement, dated August 8, 2014, by and among Green Plains Grain Company 

LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 

Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 

party to the Credit Agreement (incorporated herein by reference to Exhibit 10.3 of the company’s Quarterly 

Report on Form 10-Q filed October 30, 2014)

10.9(j)

Fifth Amendment to Credit Agreement, dated June 1, 2015, by and among Green Plains Grain Company 

LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 

Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 

party to the Credit Agreement (incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly 

Report on Form 10-Q filed August 3, 2016)

10.9(k)

Sixth Amendment to Credit Agreement, dated January 5, 2016, by and among Green Plains Grain Company 

LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 

Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 

party to the Credit Agreement (incorporated herein by reference to Exhibit 10.6 of the company’s Quarterly 

Report on Form 10-Q filed August 3, 2016)

10.9(l)

Seventh Amendment to Credit Agreement, dated July 27, 2016, by and among Green Plains Grain Company 

LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 

Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 

party to the Credit Agreement (incorporated herein by reference to Exhibit 10.7 of the company’s Quarterly 

Report on Form 10-Q filed August 3, 2016)

10.9(m)

Eighth Amendment to Credit Agreement, dated as of August 29, 2017, among Green Plains Grain Company 

and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated 

herein by reference to Exhibit 10.3(a) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.9(n)

Ninth Amendment to Credit Agreement, dated as of June 28, 2019, among Green Plains Grain Company 

LLC and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated 

herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed on July 1, 2019)

10.9(o)

ABL Intercreditor Agreement, dated as of August 29, 2017, among BNP Paribas, as ABL Collateral Agent, 

and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains Grain Company LLC 

and the other ABL Grantors (incorporated herein by reference to Exhibit 10.3(b) to the company’s Current 

Report on Form 8-K dated August 29, 2017)

10.9(p)

Guaranty, dated as of August 29, 2017, in favor of BNP Paribas, as administrative agent (incorporated herein 

by reference to Exhibit 10.3(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

*10.10

Employment Agreement by and between Green Plains Renewable Energy, Inc. and Patrich Simpkins dated 

April 1, 2012 (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 

*10.11

Employment Agreement by and between Green Plains Inc. and Michelle S. Mapes dated February 3, 2020 

(incorporated herein by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K filed 

10-Q filed May 1, 2014)

February 20, 2020)

55

56

10.5(e)

Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 

10.9(f)

March 15, 2018, by and among Green Plains Trade Group LLC and PNC Bank, National Association 

(incorporated herein by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q dated 

10.5(f)

Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of 

10.9(g)

November 27, 2019, by and among Green Plains Trade Group LLC and PNC Bank, National Association 

(incorporated herein by reference to Exhibit 10.5(f) of the company’s Annual Report on Form 10-K filed 

10.9(h)

10.9(i)

10.9(j)

10.9(k)

10.9(l)

10.9(m)

10.9(n)

10.9(o)

10.9(p)

*10.10

*10.11

May 7, 2018)

February 20, 2020)

filed May 2, 2013)

10.5(g)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Citibank, 

N.A. (incorporated herein by reference to Exhibit 10.2(b) of the company’s Quarterly Report on Form 10-Q 

10.5(h)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and BMO Harris 

Bank N.A. (incorporated herein by reference to Exhibit 10.2(c) of the company’s Quarterly Report on Form 

10.5(i)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Alostar Bank 

of Commerce (incorporated herein by reference to Exhibit 10.2(d) of the company’s Quarterly Report on 

10-Q filed May 2, 2013)

Form 10-Q filed May 2, 2013)

10.5(j)

Second Amended and Restated Credit Note dated April 26, 2013 by and among Green Plains Trade Group 

LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.2(a) of the company’s 

Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(k)

Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Bank of 

America (incorporated here by reference to Exhibit 10.2(e) of the company’s Quarterly Report on Form 10-Q 

filed May 2, 2013)

10.5(l)

ABL Intercreditor Agreement, dated as of August 29, 2017, among PNC Bank, National Association, as 

ABL Collateral Agent, and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains 

Trade Group LLC and the other ABL Grantors (incorporated herein by reference to Exhibit 10.4(b) to the 

company’s Current Report on Form 8-K dated August 29, 2017)

10.5(m)

Guaranty, dated as of August 29, 2017, in favor of PNC Bank, National Association, as agent (incorporated 

herein by reference to Exhibit 10.4(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

Umbrella Short-Term Incentive Plan (incorporated herein by reference to Appendix A of the company’s 

Proxy Statement filed April 3, 2014)

Director Compensation effective May 11, 2016 (incorporated herein by reference to Exhibit 10.4 of the 

company’s Quarterly Report on Form 10-Q filed August 3, 2016)

Director Compensation effective November 14, 2017 (incorporated herein by reference to Exhibit 10.9 of the 

company’s Annual Report on Form 10-K filed February 15, 2018)

*10.6

*10.7

*10.8

10.9(a)

Credit Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 

Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas Securities Corp. as Lead Arranger, Rabo 

Agrifinance, Inc. as Syndication Agent, ABN AMRO Capital USA LLC as Documentation Agent and BNP 

Paribas as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the company’s Current 

Report on Form 8-K filed November 3, 2011)

10.9(b)

Security Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 

Grain Company TN LLC, Green Plains Essex Inc. and BNP Paribas (incorporated herein by reference to 

Exhibit 10.2 of the company’s Current Report on Form 8-K filed November 3, 2011)

10.9(c)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 

Grain Company TN LLC, Green Plains Essex Inc. and Bank of Oklahoma (incorporated herein by reference 

to Exhibit 10.3 of the company’s Current Report on Form 8-K filed November 3, 2011)

10.9(d)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 

Grain Company TN LLC, Green Plains Essex Inc. and U.S. Bank National Association (incorporated herein 

by reference to Exhibit 10.4 of the company’s Current Report on Form 8-K filed November 3, 2011)

10.9(e)

Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains 

Grain Company TN LLC, Green Plains Essex Inc. and Farm Credit Bank of Texas (incorporated herein by 

reference to Exhibit 10.5 of the company’s Current Report on Form 8-K filed November 3, 2011)

First Amendment to Credit Agreement dated January 6, 2012 by and among Green Plains Grain Company 
LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas and the Required 
Lenders (incorporated herein by reference to Exhibit 10.26(k) of the company’s Annual Report on Form 10-
K filed February 17, 2012)

Second Amendment to Credit Agreement, dated October 26, 2012, by and among Green Plains Grain 
Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the 
administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement 
(incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q filed 
November 1, 2012)

Third Amendment to Credit Agreement, dated August 27, 2013, by and among Green Plains Grain Company 
LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the administrative 
agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by 
reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q filed October 31, 2013)

Fourth Amendment to Credit Agreement, dated August 8, 2014, by and among Green Plains Grain Company 
LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 
Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 
party to the Credit Agreement (incorporated herein by reference to Exhibit 10.3 of the company’s Quarterly 
Report on Form 10-Q filed October 30, 2014)

Fifth Amendment to Credit Agreement, dated June 1, 2015, by and among Green Plains Grain Company 
LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 
Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 
party to the Credit Agreement (incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly 
Report on Form 10-Q filed August 3, 2016)

Sixth Amendment to Credit Agreement, dated January 5, 2016, by and among Green Plains Grain Company 
LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 
Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 
party to the Credit Agreement (incorporated herein by reference to Exhibit 10.6 of the company’s Quarterly 
Report on Form 10-Q filed August 3, 2016)

Seventh Amendment to Credit Agreement, dated July 27, 2016, by and among Green Plains Grain Company 
LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain 
Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders 
party to the Credit Agreement (incorporated herein by reference to Exhibit 10.7 of the company’s Quarterly 
Report on Form 10-Q filed August 3, 2016)

Eighth Amendment to Credit Agreement, dated as of August 29, 2017, among Green Plains Grain Company 
and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated 
herein by reference to Exhibit 10.3(a) to the company’s Current Report on Form 8-K dated August 29, 2017)

Ninth Amendment to Credit Agreement, dated as of June 28, 2019, among Green Plains Grain Company 
LLC and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated 
herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed on July 1, 2019)

ABL Intercreditor Agreement, dated as of August 29, 2017, among BNP Paribas, as ABL Collateral Agent, 
and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains Grain Company LLC 
and the other ABL Grantors (incorporated herein by reference to Exhibit 10.3(b) to the company’s Current 
Report on Form 8-K dated August 29, 2017)

Guaranty, dated as of August 29, 2017, in favor of BNP Paribas, as administrative agent (incorporated herein 
by reference to Exhibit 10.3(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

Employment Agreement by and between Green Plains Renewable Energy, Inc. and Patrich Simpkins dated 
April 1, 2012 (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 
10-Q filed May 1, 2014)

Employment Agreement by and between Green Plains Inc. and Michelle S. Mapes dated February 3, 2020 
(incorporated herein by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K filed 
February 20, 2020)

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10.12

10.13

10.14(a)

10.14(b)

10.14(c)

10.14(d)

10.15(a)

10.15(b)

10.15(c)

10.15(d)

10.15(e)

10.15(f)

10.16(a)

10.16(b)

10.16(c)

10.16(d)

Amended and Restated Credit Agreement, dated as of August 28, 2019, by and among Green Plains Cattle 
Company LLC, Bank of the West and ING Capital LLC, as Joint Administrative Agents, and the lenders 
party to the Credit Agreement (Certain schedules to the Amended and Restated Credit Agreement have been 
omitted. The company will furnish such schedules to the SEC upon request.) (incorporated herein by 
reference to Exhibit 10.3 of the company’s Current Report on Form 8-K filed September 9, 2019)

Contribution, Conveyance and Assumption Agreement, dated July 1, 2015, by and among Green Plains Inc., 
Green Plains Obion LLC, Green Plains Trucking LLC, Green Plains Holdings LLC, Green Plains Partners 
LP and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.1 to the 
company’s Current Report on Form 8-K dated July 6, 2015)

Omnibus Agreement, dated July 1, 2015, by and among Green Plains Inc., Green Plains Holdings LLC, 
Green Plains Partners LP and Green Plains Operating Company LLC (incorporated herein by reference to 
Exhibit 10.2 to the company’s Current Report on Form 8-K dated July 6, 2015)

First Amendment to the Omnibus Agreement, dated January 1, 2016, by and among Green Plains Inc., Green 
Plains Holdings LLC, Green Plains Partners LP and Green Plains Operating Company LLC (incorporated 
herein by reference to Exhibit 10.22(b) to the company’s Annual Report on Form 10-K for the year ended 
December 31, 2015)

Second Amendment to the Omnibus Agreement, dated September 23, 2016, by and among Green Plains Inc., 
Green Plains Partners LP, Green Plains Holdings LLC and Green Plains Operating Company LLC 
(incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated 
September 26, 2016)

Third Amendment to the Omnibus Agreement, dated November 15, 2018, by and among Green Plains Inc., 
Green Plains Partners LP, Green Plains Holdings LLC and Green Plains Operating Company LLC 
(incorporated herein by reference to Exhibit 10.18(d) to the company’s Annual Report on Form 10-K for the 
year ended December 31, 2018)

Operational Services and Secondment Agreement, dated July 1, 2015, by and between Green Plains Inc. and 
Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the company’s Current 
Report on Form 8-K dated July 6, 2015)

Amendment No. 1 to the Operational Services and Secondment Agreement, dated January 1, 2016, by and 
between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 
10.23(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2015)

Amendment No. 2 to Operational Services and Secondment Agreement, dated September 23, 2016, between 
Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.2 to the 
company’s Current Report on Form 8-K dated September 26, 2016)

Amendment No. 3 to Operational Services and Secondment Agreement, dated November 15, 2018, between 
Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.19(d) to 
the company’s Annual Report on Form 10-K for the year ended December 31, 2018)

Amendment No. 4 to Operational Services and Secondment Agreement, dated December 28, 2020, between 
Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the 
company’s Current Report on Form 8-K filed December 28, 2020)

Amendment No. 5 to Operational Services and Secondment Agreement, dated March 22, 2021, between 
Green Plains Inc. and Green Plains Holdings LLC. (incorporated herein by reference to Exhibit 10.3 to the 
company’s Current Report on Form 8-K dated March 23, 2021)

Rail Transportation Services Agreement, dated July 1, 2015, by and between Green Plains Logistics LLC 
and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.4 to the company’s 
Current Report on Form 8-K dated July 6, 2015)

Amendment No. 1 to Rail Transportation Services Agreement, dated September 1, 2015, by and between 
Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 
10.1 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016)

Correction to Rail Transportation Services Agreement, dated May 12, 2016, by and between Green Plains 
Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.3 of the 
company’s Quarterly Report on Form 10-Q filed August 3, 2016)

Amendment No. 2 to Rail Transportation Services Agreement, dated November 30, 2016 (incorporated 
herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 1, 2016)

10.16(e)

Amendment No. 3 to Rail Transportation Services Agreement, dated November 15, 2018 (incorporated 

herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated November 15, 2018)

10.16(f)

Corrective Amendment to Rail Transportation Services Agreement, dated November 15, 2018, by and 

between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference 

to Exhibit 10.20(f) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018)

10.16(g)

Amendment No. 4 to Rail Transportation Services Agreement, dated December 28, 2020 (incorporated 

herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 28, 2020)

10.16(h)

Amendment No. 5 to Rail Transportation Services Agreement, dated March 22, 2021, by and between Green 

Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.1 

to the company’s Current Report on Form 8-K filed March 23, 2021)

10.16(i)

Amendment No. 6 to Rail Transportation Services Agreement, dated August 16, 2022, by and between 

Green Plains Logistics LLC and Green Plains Trade Group LLC. (incorporated herein by reference to exhibit 

10.1 to the company's Quarterly Report on Form 10-Q filed November 3, 2022)

10.17(a)

Ethanol Storage and Throughput Agreement, dated July 1, 2015, by and between Green Plains Ethanol 

Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.5 to the 

company’s Current Report on Form 8-K dated July 6, 2015)

10.17(b)

Amendment No. 1 to the Ethanol Storage and Throughput Agreement, dated January 1, 2016, by and 

between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 

reference to Exhibit 10.25(b) to the company’s Annual Report on Form 10-K for the year ended December 

10.17(c)

Clarifying Amendment to Ethanol Storage and Throughput Agreement, dated January 4, 2016, by and 

between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 

reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016)

10.17(d)

Amendment No. 2 to Ethanol Storage and Throughput Agreement, dated September 23, 2016, by and 

between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 

reference to Exhibit 10.3 to the company’s Current Report on Form 8-K dated September 26, 2016)

10.17(e)

Amendment No. 3 to Ethanol Storage and Throughput Agreement, dated November 15, 2018, by and 

between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 

reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated November 15, 2018) (The 

exhibits to Amendment No. 3 have been omitted. The company will furnish such schedules to the SEC upon 

31, 2015)

request).

10.17(f)

Amendment No. 4 to Ethanol Storage and Throughput Agreement, dated December 28, 2020, by and 

between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 

reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated December 28, 2020)

10.17(g)

Amendment No. 5 to Ethanol Storage and Throughput Agreement, dated March 22, 2021, by and between 

Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC. (incorporated herein by reference to 

Exhibit 10.3 to the company’s Current Report on Form 8-K filed March 23, 2021) (The exhibits to 

Amendment No. 5 have been omitted. The Company will furnish such schedules to the SEC upon request).

10.18(a)

Credit Agreement, dated July 1, 2015, 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 (incorporated herein by reference to Exhibit 10.6 to the company’s Current Report on Form 8-K 

dated July 6, 2015)

10.18(b)

First Amendment to Credit Agreement, dated September 16, 2016 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 (incorporated herein by reference to Exhibit 10.22(b) to the company’s 

Annual Report on Form 10-K for the year ended December 31, 2018)

10.18(c)

Incremental Joinder Agreement, dated October 27, 2017, among Green Plains Operating Company LLC and 

Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.8 to the company’s 

Quarterly Report on Form 10-Q dated November 2, 2017) 

10.18(d)

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 (incorporated herein by reference to Exhibit 10.22(d) to the company’s 

Annual Report on Form 10-K for the year ended December 31, 2018)

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10.12

Amended and Restated Credit Agreement, dated as of August 28, 2019, by and among Green Plains Cattle 

Company LLC, Bank of the West and ING Capital LLC, as Joint Administrative Agents, and the lenders 

party to the Credit Agreement (Certain schedules to the Amended and Restated Credit Agreement have been 

omitted. The company will furnish such schedules to the SEC upon request.) (incorporated herein by 

reference to Exhibit 10.3 of the company’s Current Report on Form 8-K filed September 9, 2019)

10.13

Contribution, Conveyance and Assumption Agreement, dated July 1, 2015, by and among Green Plains Inc., 

Green Plains Obion LLC, Green Plains Trucking LLC, Green Plains Holdings LLC, Green Plains Partners 

LP and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.1 to the 

company’s Current Report on Form 8-K dated July 6, 2015)

10.14(a)

Omnibus Agreement, dated July 1, 2015, by and among Green Plains Inc., Green Plains Holdings LLC, 

Green Plains Partners LP and Green Plains Operating Company LLC (incorporated herein by reference to 

Exhibit 10.2 to the company’s Current Report on Form 8-K dated July 6, 2015)

10.14(b)

First Amendment to the Omnibus Agreement, dated January 1, 2016, by and among Green Plains Inc., Green 

Plains Holdings LLC, Green Plains Partners LP and Green Plains Operating Company LLC (incorporated 

herein by reference to Exhibit 10.22(b) to the company’s Annual Report on Form 10-K for the year ended 

10.14(c)

Second Amendment to the Omnibus Agreement, dated September 23, 2016, by and among Green Plains Inc., 

Green Plains Partners LP, Green Plains Holdings LLC and Green Plains Operating Company LLC 

(incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated 

December 31, 2015)

September 26, 2016)

10.14(d)

Third Amendment to the Omnibus Agreement, dated November 15, 2018, by and among Green Plains Inc., 

Green Plains Partners LP, Green Plains Holdings LLC and Green Plains Operating Company LLC 

(incorporated herein by reference to Exhibit 10.18(d) to the company’s Annual Report on Form 10-K for the 

year ended December 31, 2018)

10.15(a)

Operational Services and Secondment Agreement, dated July 1, 2015, by and between Green Plains Inc. and 

Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the company’s Current 

Report on Form 8-K dated July 6, 2015)

10.15(b)

Amendment No. 1 to the Operational Services and Secondment Agreement, dated January 1, 2016, by and 

between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 

10.23(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2015)

10.15(c)

Amendment No. 2 to Operational Services and Secondment Agreement, dated September 23, 2016, between 

Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.2 to the 

company’s Current Report on Form 8-K dated September 26, 2016)

10.15(d)

Amendment No. 3 to Operational Services and Secondment Agreement, dated November 15, 2018, between 

Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.19(d) to 

the company’s Annual Report on Form 10-K for the year ended December 31, 2018)

10.15(e)

Amendment No. 4 to Operational Services and Secondment Agreement, dated December 28, 2020, between 

Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the 

company’s Current Report on Form 8-K filed December 28, 2020)

10.15(f)

Amendment No. 5 to Operational Services and Secondment Agreement, dated March 22, 2021, between 

Green Plains Inc. and Green Plains Holdings LLC. (incorporated herein by reference to Exhibit 10.3 to the 

company’s Current Report on Form 8-K dated March 23, 2021)

10.16(a)

Rail Transportation Services Agreement, dated July 1, 2015, by and between Green Plains Logistics LLC 

and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.4 to the company’s 

Current Report on Form 8-K dated July 6, 2015)

10.16(b)

Amendment No. 1 to Rail Transportation Services Agreement, dated September 1, 2015, by and between 

Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 

10.1 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016)

10.16(c)

Correction to Rail Transportation Services Agreement, dated May 12, 2016, by and between Green Plains 

Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.3 of the 

company’s Quarterly Report on Form 10-Q filed August 3, 2016)

10.16(d)

Amendment No. 2 to Rail Transportation Services Agreement, dated November 30, 2016 (incorporated 

herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 1, 2016)

10.16(e)

10.16(f)

10.16(g)

10.16(h)

10.16(i)

10.17(a)

10.17(b)

10.17(c)

10.17(d)

10.17(e)

10.17(f)

10.17(g)

10.18(a)

10.18(b)

10.18(c)

10.18(d)

Amendment No. 3 to Rail Transportation Services Agreement, dated November 15, 2018 (incorporated 
herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated November 15, 2018)

Corrective Amendment to Rail Transportation Services Agreement, dated November 15, 2018, by and 
between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference 
to Exhibit 10.20(f) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018)

Amendment No. 4 to Rail Transportation Services Agreement, dated December 28, 2020 (incorporated 
herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 28, 2020)

Amendment No. 5 to Rail Transportation Services Agreement, dated March 22, 2021, by and between Green 
Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.1 
to the company’s Current Report on Form 8-K filed March 23, 2021)

Amendment No. 6 to Rail Transportation Services Agreement, dated August 16, 2022, by and between 
Green Plains Logistics LLC and Green Plains Trade Group LLC. (incorporated herein by reference to exhibit 
10.1 to the company's Quarterly Report on Form 10-Q filed November 3, 2022)

Ethanol Storage and Throughput Agreement, dated July 1, 2015, by and between Green Plains Ethanol 
Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.5 to the 
company’s Current Report on Form 8-K dated July 6, 2015)

Amendment No. 1 to the Ethanol Storage and Throughput Agreement, dated January 1, 2016, by and 
between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 
reference to Exhibit 10.25(b) to the company’s Annual Report on Form 10-K for the year ended December 
31, 2015)

Clarifying Amendment to Ethanol Storage and Throughput Agreement, dated January 4, 2016, by and 
between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 
reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016)

Amendment No. 2 to Ethanol Storage and Throughput Agreement, dated September 23, 2016, by and 
between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 
reference to Exhibit 10.3 to the company’s Current Report on Form 8-K dated September 26, 2016)

Amendment No. 3 to Ethanol Storage and Throughput Agreement, dated November 15, 2018, by and 
between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 
reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated November 15, 2018) (The 
exhibits to Amendment No. 3 have been omitted. The company will furnish such schedules to the SEC upon 
request).

Amendment No. 4 to Ethanol Storage and Throughput Agreement, dated December 28, 2020, by and 
between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by 
reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated December 28, 2020)

Amendment No. 5 to Ethanol Storage and Throughput Agreement, dated March 22, 2021, by and between 
Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC. (incorporated herein by reference to 
Exhibit 10.3 to the company’s Current Report on Form 8-K filed March 23, 2021) (The exhibits to 
Amendment No. 5 have been omitted. The Company will furnish such schedules to the SEC upon request).

Credit Agreement, dated July 1, 2015, 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 (incorporated herein by reference to Exhibit 10.6 to the company’s Current Report on Form 8-K 
dated July 6, 2015)

First Amendment to Credit Agreement, dated September 16, 2016 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 (incorporated herein by reference to Exhibit 10.22(b) to the company’s 
Annual Report on Form 10-K for the year ended December 31, 2018)

Incremental Joinder Agreement, dated October 27, 2017, among Green Plains Operating Company LLC and 
Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.8 to the company’s 
Quarterly Report on Form 10-Q dated November 2, 2017) 

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 (incorporated herein by reference to Exhibit 10.22(d) to the company’s 
Annual Report on Form 10-K for the year ended December 31, 2018)

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10.18(e)

10.18(f)

10.18(g)

10.18(h)

10.18(i)

10.18(j)

10.19

10.20

10.21(a)

10.21(b)

10.22

10.23(a)

10.23(b)

10.23(c)

10.23(d)

Incremental Joinder Agreement, dated February 20, 2018, among Green Plains Operating Company LLC and 
Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.22(e) to the company’s 
Annual Report on Form 10-K for the year ended December 31, 2018)

Third Amendment to Credit Agreement, dated October 12, 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 (incorporated herein by reference to Exhibit 10.22(f) to the company’s 
Annual Report on Form 10-K for the year ended December 31, 2018)

Consent to Credit Agreement, dated July 15, 2019, by and among Green Plains Operating Company LLC 
and Bank of America, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the 
company’s Quarterly Report on Form 10-Q dated August 6, 2019)

Fourth Amendment to Credit Agreement, dated June 4, 2020, 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 (incorporated herein by reference to Exhibit 10.1 to the company’s 
Current Report on Form 8-K filed on June 4, 2020)

Amended and Restated Credit Agreement, dated July 20, 2021, by and among Green Plains Operating 
Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as Administrative 
Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the company’s 
Current Report on Form 8-K filed on July 26, 2021)

Amended No. 1 to Amended and Restated Credit Agreement, dated February 11, 2022, by and among Green 
Plains Operating Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as 
Administrative Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.26 
to the company's Annual Report on Form 10-K for the year ended December 31, 2021).

Second Amendment to Term Loan Agreement, dated July 13, 2018, among Green Plains Inc. and BNP 
Paribas, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the 
company’s Quarterly Report on Form 10-Q dated August 2, 2018)

Partial Release of Security Interest, dated as of April 30, 2018, by and among Green Plains Inc., its 
subsidiaries and BNP Paribas, as collateral agent (incorporated herein by reference to Exhibit 10.3 to the 
company’s Quarterly Report on Form 10-Q dated May 7, 2018)

Revolving Credit Facility, dated as of April 30, 2018, by and among Green Plains Commodity Management 
LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.4 to the company’s 
Quarterly Report on Form 10-Q dated May 7, 2018)

Amendment to Revolving Credit Facility, dated as of June 18, 2019, by and among Green Plains Commodity 
Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.24(b) of the 
company’s Annual Report on Form 10-K filed February 20, 2020)

Promissory Note between Green Plains Inc. and StepStone Atlantic Fund, L.P., dated September 6, 2019 
(incorporated herein by reference to Exhibit 10.2 of the company’s Current Report on Form 8-K filed 
September 9, 2019)

Loan Agreement dated September 3, 2020 by and among Green Plains Wood River LLC and Green Plains 
Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the Lender (incorporated 
herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on September 8, 
2020)

Delayed Draw Term Promissory Note dated September 3, 2020 by and among Green Plains Wood River 
LLC and Green Plains Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the 
Lender (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed 
on September 8, 2020)

Loan Guaranty Agreement dated September 3, 2020 by and among Green Plains Inc, as the Guarantor, and 
MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.3 to the 
company’s Current Report on Form 8-K filed on September 8, 2020)

Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 
2020 by and among Green Plains Wood River LLC, as the Trustor, and MetLife Real Estate Lending LLC, 
as the Beneficiary (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on 
Form 8-K filed on September 8, 2020)

10.23(e) Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 

by and among Green Plains Shenandoah LLC, as the Borrower, and MetLife Real Estate Lending LLC, as 

the Lender (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K 

filed on September 8, 2020)

10.24(a)

Note Purchase Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Issuer, Green 

Plains Inc., as Guarantor, and Purchasers signatory thereto. (The schedules to the Note Purchase Agreement 

have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein 

by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on February 12, 2021)

10.24(b)

Pledge and Security Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the 

Pledgor, in favor of Wilmington Trust, National Association, as Trustee. (The schedules to the Pledge and 

Security Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) 

(incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on 

February 12, 2021)

10.24(c)

Indenture dated February 9, 2021 by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and 

Wilmington Trust, National Association, as Trustee. (The schedules to the Indenture have been omitted. The 

Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 

10.3 to the company’s Current Report on Form 8-K filed on February 12, 2021)

10.24(d)

First Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from 

Green Plains Mount Vernon LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. 

(incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on 

10.24(e)

First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement 

from Green Plains Obion LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. 

(incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on 

February 12, 2021)

February 12, 2021)

*10.25

Employment Agreement by and between Green Plains Inc. and Leslie van der Meulen dated December 2, 

2021 (incorporated herein by reference to Exhibit 10.25 to the company's Annual Report on Form 10-K for 

the year ended December 31, 2021).

10.26

Loan and Security Agreement, dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green 

Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the 

Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto. (The exhibits and 

schedules to the Loan and Security Agreement have been omitted. The Company will furnish such schedules 

to the SEC upon request). (incorporated herein by reference to Exhibit 10.1 to the company's Current Report 

on Form 8-K filed on March 28, 2022).

*10.27

Employment Agreement by and between Green Plains Inc. and Paul Kolomaya dated December 2, 2021 

(incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on 

May 3, 2022).

filed on August 4, 2022)

filed on August 5, 2022)

filed on August 5, 2022)

10.28(a)

Exchange Agreement, dated August 3, 2022, by and between Green Plains Inc and the applicable 

Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 

10.28(b)

Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable 

Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 

10.28(c)

Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable 

Noteholders (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K 

10.28(d)

Exchange Agreement, dated August 24, 2022, by and between Green Plains Inc and the applicable 

Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 

21.1

23.1

31.1

filed on August 25, 2022)

Schedule of Subsidiaries

Consent of KPMG LLP

Act of 2002

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley 

59

60

10.18(e)

Incremental Joinder Agreement, dated February 20, 2018, among Green Plains Operating Company LLC and 

10.23(e) Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 

Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.22(e) to the company’s 

Annual Report on Form 10-K for the year ended December 31, 2018)

10.18(f)

Third Amendment to Credit Agreement, dated October 12, 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 (incorporated herein by reference to Exhibit 10.22(f) to the company’s 

Annual Report on Form 10-K for the year ended December 31, 2018)

10.18(g)

Consent to Credit Agreement, dated July 15, 2019, by and among Green Plains Operating Company LLC 

and Bank of America, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the 

company’s Quarterly Report on Form 10-Q dated August 6, 2019)

10.18(h)

Fourth Amendment to Credit Agreement, dated June 4, 2020, 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 (incorporated herein by reference to Exhibit 10.1 to the company’s 

Current Report on Form 8-K filed on June 4, 2020)

10.18(i)

Amended and Restated Credit Agreement, dated July 20, 2021, by and among Green Plains Operating 

Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as Administrative 

Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the company’s 

Current Report on Form 8-K filed on July 26, 2021)

10.18(j)

Amended No. 1 to Amended and Restated Credit Agreement, dated February 11, 2022, by and among Green 

Plains Operating Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as 

Administrative Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.26 

to the company's Annual Report on Form 10-K for the year ended December 31, 2021).

10.19

Second Amendment to Term Loan Agreement, dated July 13, 2018, among Green Plains Inc. and BNP 

Paribas, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the 

company’s Quarterly Report on Form 10-Q dated August 2, 2018)

10.20

Partial Release of Security Interest, dated as of April 30, 2018, by and among Green Plains Inc., its 

subsidiaries and BNP Paribas, as collateral agent (incorporated herein by reference to Exhibit 10.3 to the 

company’s Quarterly Report on Form 10-Q dated May 7, 2018)

10.21(a)

Revolving Credit Facility, dated as of April 30, 2018, by and among Green Plains Commodity Management 

LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.4 to the company’s 

Quarterly Report on Form 10-Q dated May 7, 2018)

10.21(b)

Amendment to Revolving Credit Facility, dated as of June 18, 2019, by and among Green Plains Commodity 

Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.24(b) of the 

company’s Annual Report on Form 10-K filed February 20, 2020)

10.22

Promissory Note between Green Plains Inc. and StepStone Atlantic Fund, L.P., dated September 6, 2019 

(incorporated herein by reference to Exhibit 10.2 of the company’s Current Report on Form 8-K filed 

10.23(a)

Loan Agreement dated September 3, 2020 by and among Green Plains Wood River LLC and Green Plains 

Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the Lender (incorporated 

herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on September 8, 

10.23(b)

Delayed Draw Term Promissory Note dated September 3, 2020 by and among Green Plains Wood River 

LLC and Green Plains Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the 

Lender (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed 

September 9, 2019)

2020)

on September 8, 2020)

10.23(c)

Loan Guaranty Agreement dated September 3, 2020 by and among Green Plains Inc, as the Guarantor, and 

MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.3 to the 

company’s Current Report on Form 8-K filed on September 8, 2020)

10.23(d)

Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 

2020 by and among Green Plains Wood River LLC, as the Trustor, and MetLife Real Estate Lending LLC, 

as the Beneficiary (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on 

Form 8-K filed on September 8, 2020)

by and among Green Plains Shenandoah LLC, as the Borrower, and MetLife Real Estate Lending LLC, as 
the Lender (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K 
filed on September 8, 2020)

Note Purchase Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Issuer, Green 
Plains Inc., as Guarantor, and Purchasers signatory thereto. (The schedules to the Note Purchase Agreement 
have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein 
by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on February 12, 2021)

Pledge and Security Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the 
Pledgor, in favor of Wilmington Trust, National Association, as Trustee. (The schedules to the Pledge and 
Security Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) 
(incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on 
February 12, 2021)

Indenture dated February 9, 2021 by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and 
Wilmington Trust, National Association, as Trustee. (The schedules to the Indenture have been omitted. The 
Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 
10.3 to the company’s Current Report on Form 8-K filed on February 12, 2021)

First Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from 
Green Plains Mount Vernon LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. 
(incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on 
February 12, 2021)
First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement 
from Green Plains Obion LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. 
(incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on 
February 12, 2021)

Employment Agreement by and between Green Plains Inc. and Leslie van der Meulen dated December 2, 
2021 (incorporated herein by reference to Exhibit 10.25 to the company's Annual Report on Form 10-K for 
the year ended December 31, 2021).

Loan and Security Agreement, dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green 
Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the 
Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto. (The exhibits and 
schedules to the Loan and Security Agreement have been omitted. The Company will furnish such schedules 
to the SEC upon request). (incorporated herein by reference to Exhibit 10.1 to the company's Current Report 
on Form 8-K filed on March 28, 2022).

Employment Agreement by and between Green Plains Inc. and Paul Kolomaya dated December 2, 2021 
(incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on 
May 3, 2022).

Exchange Agreement, dated August 3, 2022, by and between Green Plains Inc and the applicable 
Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 
filed on August 4, 2022)

Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable 
Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 
filed on August 5, 2022)

Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable 
Noteholders (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K 
filed on August 5, 2022)

Exchange Agreement, dated August 24, 2022, by and between Green Plains Inc and the applicable 
Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K 
filed on August 25, 2022)

Schedule of Subsidiaries

Consent of KPMG LLP

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley 
Act of 2002

10.24(a)

10.24(b)

10.24(c)

10.24(d)

10.24(e)

*10.25

10.26

*10.27

10.28(a)

10.28(b)

10.28(c)

10.28(d)

21.1

23.1
31.1

59

60

31.2

32.1

32.2

101

104

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley 
Act of 2002

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

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

The following information from Green Plains Inc.’s Annual Report on Form 10-K for the annual period 
ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the 
Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated 
Statements of Comprehensive Income (iv) the Consolidated Statements of Stockholders’ Equity (v) the 
Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements and 
Financial Statement Schedule.

The cover page from Green Plains Inc. Annual Report on Form 10-K for the year ended December 31, 2022, 
formatted in iXBRL
__________________
* Represents management compensatory contracts

Item 16. Form 10-K Summary.

None.

Pursuant to the requirements of Section 13 or 15(d) 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.

SIGNATURES

GREEN PLAINS INC

(Registrant)

Date: February 10, 2023

By:

/s/ Todd A. Becker

Todd A. Becker

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following 

persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

President and Chief Executive Officer

February 10, 2023

(Principal Executive Officer) and Director

Chief Financial Officer (Principal Financial

February 10, 2023

Officer and Principal Accounting Officer)

Chairman of the Board

February 10, 2023

61

/s/ Todd A. Becker

Todd A. Becker

/s/ James E. Stark

James E. Stark

/s/ Wayne B. Hoovestol

Wayne B. Hoovestol

/s/ Jim Anderson

Jim Anderson

/s/ Farha Aslam

Farha Aslam

/s/ Ejnar A. Knudsen III

Ejnar A. Knudsen III

/s/ Brian D. Peterson

Brian D. Peterson

/s/ Martin Salinas Jr.

Martin Salinas Jr.

/s/ Alain Treuer

Alain Treuer

/s/ Kimberly Wagner

Kimberly Wagner

Director

Director

Director

Director

Director

Director

Director

62

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

͏
31.2

32.1

32.2

101

Act of 2002

906 of the Sarbanes-Oxley Act of 2002

906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 

The following information from Green Plains Inc.’s Annual Report on Form 10-K for the annual period 

ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the 

Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated 

Statements of Comprehensive Income (iv) the Consolidated Statements of Stockholders’ Equity (v) the 

Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements and 

104

The cover page from Green Plains Inc. Annual Report on Form 10-K for the year ended December 31, 2022, 

Financial Statement Schedule.

formatted in iXBRL

__________________

* Represents management compensatory contracts

Item 16. Form 10-K Summary.

None.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley 

SIGNATURES

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: February 10, 2023

GREEN PLAINS INC

(Registrant)

By:

/s/ Todd A. Becker

Todd A. Becker

President and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following 

persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Todd A. Becker

Todd A. Becker

/s/ James E. Stark

James E. Stark

/s/ Wayne B. Hoovestol

Wayne B. Hoovestol

/s/ Jim Anderson

Jim Anderson

/s/ Farha Aslam

Farha Aslam

/s/ Ejnar A. Knudsen III

Ejnar A. Knudsen III

/s/ Brian D. Peterson

Brian D. Peterson

/s/ Martin Salinas Jr.

Martin Salinas Jr.

/s/ Alain Treuer

Alain Treuer

/s/ Kimberly Wagner

Kimberly Wagner

President and Chief Executive Officer

February 10, 2023

(Principal Executive Officer) and Director

Chief Financial Officer (Principal Financial

February 10, 2023

Officer and Principal Accounting Officer)

Chairman of the Board

February 10, 2023

Director

Director

Director

Director

Director

Director

Director

62

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

February 10, 2023

61

͏
We identified the assessment of the valuation of forward contracts as a critical audit matter. Specifically, evaluating the 

valuation of forward contracts, which includes assumptions related to exchange-quoted prices, and adjustments for 

regional location basis values, involved complex auditor judgment due to the subjectivity involved in determining the 

fair value.

transactions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and 

tested the operating effectiveness of certain internal controls related to the valuation of forward contracts. To assess the 

valuation of forward contracts, for a sample of contracts, we tested the Company’s exchange-quoted prices by comparing 

the amounts used to observable market transactions and evaluated the Company’s adjustments for regional location basis 

values by comparing inputs used by the Company to third-party information, including broker quotations or market 

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Omaha, Nebraska

͏February 10, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
͏Green Plains Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Green Plains Inc. and subsidiaries (the Company) as of 
December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, 
and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the 
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, 
the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows 
for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted 
accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in 
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 
Commission, and our report dated February 10, 2023 expressed an unqualified opinion on the effectiveness of the Company’s 
internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for 
convertible debt instruments as of January 1, 2021 due to the adoption of Accounting Standards Update (ASU) 2020-06, Debt 
- Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express 
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the 
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws 
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material 
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material 
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond 
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We 
believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial 
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or 
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, 
or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the 
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, 
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of forward contracts

As discussed in Note 2 to the consolidated financial statements, the Company records forward contracts at fair value 
unless the contract qualifies for and the Company elects normal purchase or sale exceptions. The Company estimates a 
fair value based on exchange-quoted prices, adjusted as appropriate for regional location basis values, which represent 
differences in local markets including transportation as well as quality or grade differences. Basis values are generally 
determined using inputs from broker quotations or market transactions. As of December 31, 2022, the recorded balances 
of the Company’s derivative assets and liabilities associated with forward contracts were $16.4 million and $44.7 
million, respectively, and are classified as Level 2 assets and liabilities within Note 6 and 11.

F-1

F-2

We identified the assessment of the valuation of forward contracts as a critical audit matter. Specifically, evaluating the 
valuation of forward contracts, which includes assumptions related to exchange-quoted prices, and adjustments for 
regional location basis values, involved complex auditor judgment due to the subjectivity involved in determining the 
fair value.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and 
tested the operating effectiveness of certain internal controls related to the valuation of forward contracts. To assess the 
valuation of forward contracts, for a sample of contracts, we tested the Company’s exchange-quoted prices by comparing 
the amounts used to observable market transactions and evaluated the Company’s adjustments for regional location basis 
values by comparing inputs used by the Company to third-party information, including broker quotations or market 
transactions.

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Omaha, Nebraska
͏February 10, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

͏Green Plains Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Green Plains Inc. and subsidiaries (the Company) as of 

December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, 

and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the 

consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, 

the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows 

for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted 

accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 

(PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in 

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 

Commission, and our report dated February 10, 2023 expressed an unqualified opinion on the effectiveness of the Company’s 

internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for 

convertible debt instruments as of January 1, 2021 due to the adoption of Accounting Standards Update (ASU) 2020-06, Debt 

- Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express 

an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the 

PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws 

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform 

the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material 

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material 

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond 

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 

consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We 

believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial 

statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or 

disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, 

or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the 

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, 

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of forward contracts

As discussed in Note 2 to the consolidated financial statements, the Company records forward contracts at fair value 

unless the contract qualifies for and the Company elects normal purchase or sale exceptions. The Company estimates a 

fair value based on exchange-quoted prices, adjusted as appropriate for regional location basis values, which represent 

differences in local markets including transportation as well as quality or grade differences. Basis values are generally 

determined using inputs from broker quotations or market transactions. As of December 31, 2022, the recorded balances 

of the Company’s derivative assets and liabilities associated with forward contracts were $16.4 million and $44.7 

million, respectively, and are classified as Level 2 assets and liabilities within Note 6 and 11.

F-1

F-2

GREEN PLAINS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

ASSETS

Current assets

Cash and cash equivalents

Restricted cash

Marketable securities

Accounts receivable, net of allowances of $429 and $682, respectively 

Income taxes receivable

Inventories

Prepaid expenses and other

Derivative financial instruments

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Other assets

Total assets

Current liabilities

Accounts payable

Accrued and other liabilities

Derivative financial instruments

Operating lease current liabilities

Short-term notes payable and other borrowings

Current maturities of long-term debt

Total current liabilities

Long-term debt

Operating lease long-term liabilities

Other liabilities

Total liabilities

Commitments and contingencies (Note 17)

Stockholders' equity

Common stock, $0.001 par value; 150,000,000 and 75,000,000 shares authorized; ͏62,100,555 and 
61,840,434 shares issued, and 59,295,496 ͏and 53,595,978 shares outstanding, respectively
Additional paid-in capital

Retained deficit

Accumulated other comprehensive loss

Treasury stock, 2,805,059 and 8,244,456 shares, respectively

Total Green Plains stockholders' equity

Noncontrolling interests

Total stockholders' equity

Total liabilities and stockholders' equity

December 31,

2022

2021

$ 

444,661  $ 

55,615 

— 

108,610 

1,286 

278,950 

19,837 

19,791 

928,750 

1,029,327 

73,244 

91,810 

426,220 

134,739 

124,859 

119,961 

911 

267,838 

16,483 

26,738 

1,117,749 

893,517 

64,042 

84,447 

$ 

2,123,131  $ 

2,159,755 

44,443 

47,941 

20,721 

137,678 

1,838 

486,922 

495,243 

55,515 

24,385 

56,980 

43,244 

16,814 

173,418 

35,285 

471,804 

514,006 

49,795 

22,131 

1,062,065 

1,057,736 

62 

62 

1,110,151 

1,069,573 

(142,417)   

(26,591)   

(31,174)   

910,031 

151,035 

(15,199) 

(12,310) 

(91,626) 

950,500 

151,519 

1,061,066 

1,102,019 

$ 

2,123,131  $ 

2,159,755 

LIABILITIES AND STOCKHOLDERS' EQUITY

$ 

234,301  $ 

146,063 

Total other income (expense)

GREEN PLAINS INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Cost of goods sold (excluding depreciation and amortization expenses reflected 

3,525,011 

2,625,109 

1,812,163 

Revenues

Costs and expenses

below)

Operations and maintenance expenses

Selling, general and administrative expenses

Loss (gain) on sale of assets, net

Goodwill impairment

Depreciation and amortization expenses

Total costs and expenses

Operating income (loss)

Other income (expense)

Interest income

Interest expense

Other, net

Year Ended December 31,

2022

2021

2020

$ 

3,662,849  $ 

2,827,168  $ 

1,923,719 

25,158 

118,930 

— 

— 

92,698 

3,761,797 

(98,948) 

23,061 

91,139 

(29,601) 

— 

91,952 

2,801,660 

25,508 

5,277 

575 

(32,642)   

(67,144)   

(39,993) 

27,612 

247 

(98,701)   

(4,747)   

71 

(1,940) 

(68,509)   

(43,001)   

(1,845) 

700 

(103,377)   

(44,146)   

23,841 

21,846 

$ 

(127,218)  $ 

(65,992)  $ 

(108,775) 

26,125 

84,932 

20,860 

24,091 

78,244 

2,046,415 

(122,696) 

659 

900 

(38,434) 

(161,130) 

50,383 

21,093 

(89,654) 

19,121 

Loss before income taxes and income from equity method investees

Income tax benefit (expense)

Income from equity method investees, net of income taxes

Net loss

Net income attributable to noncontrolling interests

Net loss attributable to Green Plains

Earnings per share

Weighted average shares outstanding:

Basic and diluted

Net loss attributable to Green Plains - basic and diluted

$ 

(2.29)  $ 

(1.41)  $ 

(3.14) 

See accompanying notes to the consolidated financial statements

55,541 

46,652 

34,631 

See accompanying notes to the consolidated financial statements.

F-3

F-4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREEN PLAINS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

GREEN PLAINS INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

ASSETS

December 31,

2022

2021

$ 

444,661  $ 

Revenues

Costs and expenses

Year Ended December 31,

2022

2021

2020

$ 

3,662,849  $ 

2,827,168  $ 

1,923,719 

Accounts receivable, net of allowances of $429 and $682, respectively 

Cost of goods sold (excluding depreciation and amortization expenses reflected 
below)

3,525,011 

2,625,109 

1,812,163 

LIABILITIES AND STOCKHOLDERS' EQUITY

$ 

2,123,131  $ 

2,159,755 

Operations and maintenance expenses

Selling, general and administrative expenses

Loss (gain) on sale of assets, net

Goodwill impairment

Depreciation and amortization expenses

Total costs and expenses

Operating income (loss)

Other income (expense)

Interest income

Interest expense

Other, net

$ 

234,301  $ 

146,063 

Total other income (expense)

Loss before income taxes and income from equity method investees

Income tax benefit (expense)

Income from equity method investees, net of income taxes

Net loss

Net income attributable to noncontrolling interests

Net loss attributable to Green Plains

Earnings per share

25,158 

118,930 

— 

— 

92,698 

3,761,797 

(98,948) 

23,061 

91,139 

(29,601) 

— 

91,952 

2,801,660 

25,508 

26,125 

84,932 

20,860 

24,091 

78,244 

2,046,415 

(122,696) 

5,277 

575 

659 

(32,642)   

(67,144)   

(39,993) 

27,612 

247 

(98,701)   

(4,747)   

71 

(1,940) 

(68,509)   

(43,001)   

(1,845) 

700 

(103,377)   

(44,146)   

23,841 

21,846 

900 

(38,434) 

(161,130) 

50,383 

21,093 

(89,654) 

19,121 

$ 

(127,218)  $ 

(65,992)  $ 

(108,775) 

Net loss attributable to Green Plains - basic and diluted

$ 

(2.29)  $ 

(1.41)  $ 

(3.14) 

Weighted average shares outstanding:

Basic and diluted

55,541 

46,652 

34,631 

See accompanying notes to the consolidated financial statements

Common stock, $0.001 par value; 150,000,000 and 75,000,000 shares authorized; ͏62,100,555 and 

61,840,434 shares issued, and 59,295,496 ͏and 53,595,978 shares outstanding, respectively

Current assets

Cash and cash equivalents

Restricted cash

Marketable securities

Income taxes receivable

Inventories

Prepaid expenses and other

Derivative financial instruments

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Other assets

Total assets

Current liabilities

Accounts payable

Accrued and other liabilities

Derivative financial instruments

Operating lease current liabilities

Short-term notes payable and other borrowings

Current maturities of long-term debt

Total current liabilities

Long-term debt

Operating lease long-term liabilities

Other liabilities

Total liabilities

Commitments and contingencies (Note 17)

Stockholders' equity

Additional paid-in capital

Retained deficit

Accumulated other comprehensive loss

Treasury stock, 2,805,059 and 8,244,456 shares, respectively

Total Green Plains stockholders' equity

Noncontrolling interests

Total stockholders' equity

Total liabilities and stockholders' equity

55,615 

— 

108,610 

1,286 

278,950 

19,837 

19,791 

928,750 

1,029,327 

73,244 

91,810 

44,443 

47,941 

20,721 

137,678 

1,838 

486,922 

495,243 

55,515 

24,385 

426,220 

134,739 

124,859 

119,961 

911 

267,838 

16,483 

26,738 

1,117,749 

893,517 

64,042 

84,447 

56,980 

43,244 

16,814 

173,418 

35,285 

471,804 

514,006 

49,795 

22,131 

1,062,065 

1,057,736 

62 

62 

1,110,151 

1,069,573 

(142,417)   

(26,591)   

(31,174)   

910,031 

151,035 

(15,199) 

(12,310) 

(91,626) 

950,500 

151,519 

1,061,066 

1,102,019 

$ 

2,123,131  $ 

2,159,755 

See accompanying notes to the consolidated financial statements.

F-3

F-4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREEN PLAINS INC. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

GREEN PLAINS INC.

(in thousands)

Net loss

Other comprehensive income (loss), net of tax:

Year Ended December 31,
2021

2020

2022

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

Common 

Stock

Shares

Amount

Additional

Paid-in

Capital

Retained

Earnings

(Deficit)

Accumulated 

Comprehensive 

Other

Loss

Treasury Stock

Total

Green Plains

Stockholders'

Non-

Total

Controlling

Stockholders'

Shares

Amount

Equity

Interests

Equity

Balance, December 31, 2019

46,964  $ 

47  $  734,580  $  148,150  $ 

(11,064)   

10,932  $ (119,808)  $ 

751,905  $ 

113,381  $ 

865,286 

— 

(108,775)   

(108,775)   

19,121 

(89,654) 

Unrealized losses on derivatives arising during the period, net of tax 
benefit of $5,092, $7,806 and $257, respectively

Reclassification of realized losses (gains) on derivatives, net of tax 
expense (benefit) of ($578), ($4,540) and $857, respectively

Other comprehensive loss, net of tax

Share of equity method investees other comprehensive gain arising 
during the period, net of tax expense of $0, $0 and ($3,929), respectively  

Total other comprehensive income (loss), net of tax

Comprehensive loss

Comprehensive income attributable to noncontrolling interests

(16,109)   

(24,230)   

(768) 

1,828   

14,092   

(14,281)   

(10,138)   

—   

(14,281)   

(117,658)   

23,841   

—   

(10,138)   

(54,284)   

21,846   

(2,566) 

(3,334) 

12,226 

8,892 

(80,762) 

19,121 

Comprehensive loss attributable to Green Plains

$ 

(141,499)  $ 

(76,130)  $ 

(99,883) 

See accompanying notes to the consolidated financial statements.

Stock-based compensation

Balance, December 31, 2020

507 

47,471 

6,309 

740,889 

39,375 

(2,172)   

11,813 

  (131,287)   

646,852 

129,812 

776,664 

881 

(11,479)   

(11,479)   

Balance, January 1, 2021

47,471 

691,393 

50,793 

(2,172)   

11,813 

  (131,287)   

608,774 

129,812 

(49,496)   

11,418 

(38,078)   

— 

— 

(65,992)   

(65,992)   

21,846 

Net income (loss)

Cash dividends and 

distributions declared

Other comprehensive loss 

before reclassification

Amounts reclassified from 

accumulated other 

comprehensive loss

Other comprehensive loss, net 

of tax

Share of equity method 

investees other comprehensive 

loss arising during the period, 

net of tax

Acquisition of subsidiary

Repurchase of common stock

Impact of ASC 470-20 

adoption

Net income (loss)

Cash dividends and 

distributions declared

Other comprehensive loss 

before reclassification

Amounts reclassified from 

accumulated other 

comprehensive loss

Other comprehensive loss, net 

Issuance of common stock, net 

of tax

of fees

Exchange of 4.00% 

convertible notes due 2024

Investment in subsidiaries

Issuance of warrants

Net income (loss)

Cash dividends and 

distributions declared

Other comprehensive loss 

before reclassification

Amounts reclassified from 

accumulated other 

comprehensive loss

Other comprehensive loss, net 

of tax

Exchange of 4.125% 

convertible notes due 2022

Redemption of 4.00% 

convertible notes due 2024

Investment in subsidiaries

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

47 

— 

47 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

17,683 

— 

3,431 

1,103 

19,756 

15,797 

— 

5,025 

— 

— 

(768)   

(2,566)   

(3,334)   

12,226 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(24,230)   

14,092 

(10,138)   

(16,109)   

1,828 

(14,281)   

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(9,675)   

(9,675) 

(768)   

(2,566)   

(3,334)   

12,226 

— 

6,309 

— 

— 

— 

— 

6,667 

— 

318 

— 

(9,251)   

(9,251) 

(24,230)   

— 

(24,230) 

14,092 

(10,138)   

355,978 

1,828 

(14,281)   

63,038 

— 

5,025 

— 

— 

— 

— 

— 

— 

— 

— 

675 

240 

— 

(25,240)   

(25,240) 

(16,109)   

— 

(16,109) 

(768) 

(2,566) 

(3,334) 

12,226 

6,667 

(11,479) 

6,627 

(38,078) 

738,586 

(44,146) 

14,092 

(10,138) 

355,978 

57,344 

12,264 

— 

1,382 

1,828 

(14,281) 

32,967 

63,038 

675 

5,265 

— 

(1,188)   

13,211 

32,967 

(4,251)   

47,241 

14,214 

15 

355,963 

Stock-based compensation

Balance, December 31, 2021

155 

61,840 

62 

  1,069,573 

(15,199)   

(12,310)   

8,244 

(91,626)   

950,500 

151,519 

1,102,019 

— 

(127,218)   

(127,218)   

23,841 

(103,377) 

(3,569)   

39,661 

57,344 

— 

3,431 

1,103 

12,264 

(3,431)   

279 

Stock-based compensation

261 

Balance, December 31, 2022

62,101  $ 

62  $  1,110,151  $  (142,417)  $ 

(26,591)   

2,805  $  (31,174)  $ 

910,031  $ 

151,035  $ 

1,061,066 

See accompanying notes to the consolidated financial statements.

F-5

F-6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss

Other comprehensive income (loss), net of tax:

Unrealized losses on derivatives arising during the period, net of tax 

benefit of $5,092, $7,806 and $257, respectively

Reclassification of realized losses (gains) on derivatives, net of tax 

expense (benefit) of ($578), ($4,540) and $857, respectively

Other comprehensive loss, net of tax

Share of equity method investees other comprehensive gain arising 

during the period, net of tax expense of $0, $0 and ($3,929), respectively  

—   

Total other comprehensive income (loss), net of tax

Comprehensive loss

Comprehensive income attributable to noncontrolling interests

(16,109)   

(24,230)   

(768) 

1,828   

14,092   

(14,281)   

(10,138)   

(14,281)   

(117,658)   

23,841   

—   

(10,138)   

(54,284)   

21,846   

(2,566) 

(3,334) 

12,226 

8,892 

(80,762) 

19,121 

Comprehensive loss attributable to Green Plains

$ 

(141,499)  $ 

(76,130)  $ 

(99,883) 

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

GREEN PLAINS INC. 

(in thousands)

GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)

Year Ended December 31,

2022

2021

2020

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

Common 
Stock

Shares

Amount

Additional
Paid-in
Capital

Retained
Earnings
(Deficit)

Accumulated 
Other
Comprehensive 
Loss

Treasury Stock

Shares

Amount

Total
Green Plains
Stockholders'
Equity

Non-
Controlling
Interests

Total
Stockholders'
Equity

Balance, December 31, 2019

46,964  $ 

47  $  734,580  $  148,150  $ 

(11,064)   

10,932  $ (119,808)  $ 

751,905  $ 

113,381  $ 

865,286 

— 

— 

— 

— 

— 

— 

— 

— 

507 

47,471 

— 

47,471 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

47 

— 

47 

— 

— 

— 

— 

— 

Net income (loss)

Cash dividends and 
distributions declared

Other comprehensive loss 
before reclassification

Amounts reclassified from 
accumulated other 
comprehensive loss

Other comprehensive loss, net 
of tax

Share of equity method 
investees other comprehensive 
loss arising during the period, 
net of tax

Acquisition of subsidiary

Repurchase of common stock

Stock-based compensation

Balance, December 31, 2020

Impact of ASC 470-20 
adoption

Balance, January 1, 2021

Net income (loss)

Cash dividends and 
distributions declared

Other comprehensive loss 
before reclassification

Amounts reclassified from 
accumulated other 
comprehensive loss

Other comprehensive loss, net 
of tax

Issuance of common stock, net 
of fees

Exchange of 4.00% 
convertible notes due 2024

Investment in subsidiaries

Issuance of warrants

— 

(108,775)   

— 

— 

— 

— 

— 

— 

— 

6,309 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(768)   

(2,566)   

(3,334)   

12,226 

— 

— 

— 

(108,775)   

19,121 

(89,654) 

— 

(9,675)   

(9,675) 

(768)   

(2,566)   

(3,334)   

12,226 

— 

— 

— 

— 

— 

6,667 

— 

318 

(768) 

(2,566) 

(3,334) 

12,226 

6,667 

(11,479) 

6,627 

881 

(11,479)   

(11,479)   

— 

— 

6,309 

740,889 

39,375 

(2,172)   

11,813 

  (131,287)   

646,852 

129,812 

776,664 

(49,496)   

11,418 

— 

— 

— 

(38,078)   

— 

691,393 

50,793 

(2,172)   

11,813 

  (131,287)   

608,774 

129,812 

— 

(65,992)   

(65,992)   

21,846 

(38,078) 

738,586 

(44,146) 

— 

— 

— 

— 

— 

— 

(24,230)   

14,092 

(10,138)   

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(9,251)   

(9,251) 

(24,230)   

— 

(24,230) 

14,092 

(10,138)   

355,978 

— 

— 

— 

— 

(3,569)   

39,661 

57,344 

— 

— 

— 

— 

— 

— 

— 

3,431 

1,103 

12,264 

(3,431)   

279 

14,092 

(10,138) 

355,978 

57,344 

12,264 

— 

1,382 

62 

  1,069,573 

(15,199)   

(12,310)   

8,244 

(91,626)   

950,500 

151,519 

1,102,019 

14,214 

15 

355,963 

— 

— 

— 

— 

— 

— 

— 

17,683 

— 

3,431 

1,103 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

Stock-based compensation

Balance, December 31, 2021

155 

61,840 

Net income (loss)

Cash dividends and 
distributions declared

Other comprehensive loss 
before reclassification

Amounts reclassified from 
accumulated other 
comprehensive loss

Other comprehensive loss, net 
of tax

Exchange of 4.125% 
convertible notes due 2022

Redemption of 4.00% 
convertible notes due 2024

Investment in subsidiaries

— 

— 

— 

— 

— 

— 

— 

— 

Stock-based compensation

261 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(127,218)   

— 

— 

— 

— 

19,756 

15,797 

— 

5,025 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(16,109)   

1,828 

(14,281)   

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(1,188)   

13,211 

32,967 

— 

— 

— 

(4,251)   

47,241 

— 

— 

— 

— 

63,038 

— 

5,025 

(127,218)   

23,841 

(103,377) 

— 

(25,240)   

(25,240) 

(16,109)   

— 

(16,109) 

1,828 

(14,281)   

— 

— 

— 

— 

675 

240 

1,828 

(14,281) 

32,967 

63,038 

675 

5,265 

F-5

F-6

Balance, December 31, 2022

62,101  $ 

62  $  1,110,151  $  (142,417)  $ 

(26,591)   

2,805  $  (31,174)  $ 

910,031  $ 

151,035  $ 

1,061,066 

See accompanying notes to the consolidated financial statements.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREEN PLAINS INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS

GREEN PLAINS INC.

(in thousands)

Cash flows from operating activities:

Net loss

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Amortization of debt issuance costs and non-cash interest expense

Loss (gain) on the sale of assets, net

Inventory lower of cost or net realizable value adjustment

Loss on extinguishment of debt

Goodwill impairment

Deferred income taxes

Stock-based compensation

Income from equity method investees, net of income taxes

Distribution from equity method investees, net of income taxes

Other

Changes in operating assets and liabilities before effects of  business combinations and dispositions:

Accounts receivable

Inventories

Derivative financial instruments

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Current income taxes

Other

Net cash provided by operating activities

Cash flows from investing activities:

Purchases of property and equipment, net

Purchases of marketable securities

Proceeds from the sale of marketable securities

Proceeds from the sale of assets, net

Disposition of equity method investees

Acquisition of businesses, net of cash acquired

Investment in equity method investees, net

Other investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from the issuance of long-term debt

Payments of principal on long-term debt

Proceeds from short-term borrowings

Payments on short-term borrowings

Payments on extinguishment of convertible debt

Payments for repurchase of common stock

Payments of cash dividends and distributions

Proceeds from issuance of common stock, net

Payments of loan fees 

Payments related to tax withholdings for stock-based compensation

Other financing activities

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Continued on the following page

Reconciliation of total cash, cash equivalents and restricted cash:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Year Ended December 31,

2022

2021

2020

444,661  $ 

426,220  $ 

233,860 

55,615 

134,739 

40,950 

500,276  $ 

560,959  $ 

274,810 

Non-cash financing activity:

stock held in treasury stock

stock held in treasury stock

Exchange of 4.00% convertible notes due 2024 for shares of common 

Exchange of 4.125% convertible notes due 2022 for shares of common 

64,000  $ 

51,000  $ 

32,550  $ 

—  $ 

— 

— 

Supplemental investing activities:

Assets acquired in acquisitions, net of cash

Less: liabilities assumed

Less: noncontrolling interests assumed

Net assets acquired

Assets disposed of in sale

Less: liabilities relinquished

Net assets disposed

Supplemental disclosures of cash flow:

Cash paid (refunded) for income taxes, net

Cash paid for interest

Capital expenditures in accounts payable

Cash premium paid for extinguishment of convertible notes

—  $ 

9,000  $ 

42,443 

— 

— 

— 

(4,500)   

—  $ 

4,500  $ 

—  $ 

54,626  $ 

— 

(3,706)   

—  $ 

50,920  $ 

(14,451) 

(6,667) 

21,325 

67,711 

(6,234) 

61,477 

583  $ 

1,479  $ 

(60,587) 

30,889  $ 

17,140  $ 

—  $ 

29,369  $ 

11,948  $ 

20,861  $ 

23,300 

4,494 

— 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

See accompanying notes to the consolidated financial statements.

Year Ended December 31,

2022

2021

2020

Continued from the previous page

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

92,698 

3,894 

— 

12,323 

419 

— 

4,515 

9,071 

(71) 

637 

(786) 

8,519 

(23,435) 

(7,145) 

(3,354) 

75,311 

841 

(351) 

69,709 

(212,366) 

— 

124,523 

— 

— 

— 

(17,156)    

(253)    

(105,252)    

45,000 

(1,751) 

1,863,315 

(1,898,414) 

(1,766) 

— 

(22,555) 

— 

(2,522) 

(3,806) 

(2,641) 

91,952 

8,402 

(29,601) 

— 

32,645 

— 

1,233 

6,058 

(700) 

1,500 

1,590 

(64,095) 

(20,543) 

6,808 

(578) 

17,189 

(699) 

(2,769) 

4,246 

(187,195) 

(124,859) 

— 

87,217 

(2,948) 

— 

— 

(8,500) 

(236,285) 

367,701 

(188,700) 

3,473,541 

(3,445,634) 

(20,861) 

— 

(9,251) 

355,978 

(9,195) 

(4,671) 

(720) 

(25,140) 

518,188 

(60,683) 

560,959 

286,149 

274,810 

$ 

500,276  $ 

560,959  $ 

78,244 

22,500 

21,464 

— 

— 

24,091 

(13,336) 

7,915 

(21,093) 

27,910 

— 

57,060 

(21,632) 

1,274 

(2,105) 

(22,772) 

30,073 

(1,044) 

98,895 

(110,579) 

— 

— 

39,952 

80,500 

(21,325) 

— 

— 

(11,452) 

33,000 

(12,987) 

2,392,258 

(2,468,485) 

— 

(11,479) 

(9,675) 

— 

(3,873) 

(1,288) 

— 

(82,529) 

4,914 

269,896 

274,810 

F-7

F-8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS

GREEN PLAINS INC. 

(in thousands)

GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Year Ended December 31,

2022

2021

2020

Continued from the previous page

$ 

(103,377)  $ 

(44,146)  $ 

(89,654) 

Reconciliation of total cash, cash equivalents and restricted cash:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Non-cash financing activity:

Exchange of 4.00% convertible notes due 2024 for shares of common 
stock held in treasury stock

Exchange of 4.125% convertible notes due 2022 for shares of common 
stock held in treasury stock

Supplemental investing activities:

Assets acquired in acquisitions, net of cash

Less: liabilities assumed

Less: noncontrolling interests assumed

Net assets acquired

Assets disposed of in sale

Less: liabilities relinquished

Net assets disposed

Supplemental disclosures of cash flow:

Cash paid (refunded) for income taxes, net

Cash paid for interest

Capital expenditures in accounts payable

Cash premium paid for extinguishment of convertible notes

Year Ended December 31,
2021

2020

2022

444,661  $ 

426,220  $ 

233,860 

55,615 

134,739 

40,950 

500,276  $ 

560,959  $ 

274,810 

64,000  $ 

51,000  $ 

32,550  $ 

—  $ 

— 

— 

—  $ 

9,000  $ 

42,443 

— 

— 

— 

(4,500)   

—  $ 

4,500  $ 

—  $ 

54,626  $ 

— 

(3,706)   

—  $ 

50,920  $ 

(14,451) 

(6,667) 

21,325 

67,711 

(6,234) 

61,477 

583  $ 

1,479  $ 

(60,587) 

30,889  $ 

17,140  $ 

—  $ 

29,369  $ 

11,948  $ 

20,861  $ 

23,300 

4,494 

— 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

See accompanying notes to the consolidated financial statements.

Cash flows from operating activities:

Net loss

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Amortization of debt issuance costs and non-cash interest expense

Loss (gain) on the sale of assets, net

Inventory lower of cost or net realizable value adjustment

Loss on extinguishment of debt

Goodwill impairment

Deferred income taxes

Stock-based compensation

Income from equity method investees, net of income taxes

Distribution from equity method investees, net of income taxes

Changes in operating assets and liabilities before effects of  business combinations and dispositions:

Other

Accounts receivable

Inventories

Derivative financial instruments

Prepaid expenses and other assets

Accounts payable and accrued liabilities

Current income taxes

Other

Net cash provided by operating activities

Cash flows from investing activities:

Purchases of property and equipment, net

Purchases of marketable securities

Proceeds from the sale of marketable securities

Proceeds from the sale of assets, net

Disposition of equity method investees

Acquisition of businesses, net of cash acquired

Investment in equity method investees, net

Other investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from the issuance of long-term debt

Payments of principal on long-term debt

Proceeds from short-term borrowings

Payments on short-term borrowings

Payments on extinguishment of convertible debt

Payments for repurchase of common stock

Payments of cash dividends and distributions

Proceeds from issuance of common stock, net

Payments of loan fees 

Payments related to tax withholdings for stock-based compensation

Other financing activities

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Continued on the following page

92,698 

3,894 

— 

12,323 

419 

— 

4,515 

9,071 

(71) 

637 

(786) 

8,519 

(23,435) 

(7,145) 

(3,354) 

75,311 

841 

(351) 

69,709 

(212,366) 

124,523 

— 

— 

— 

— 

(17,156)    

(253)    

(105,252)    

45,000 

(1,751) 

1,863,315 

(1,898,414) 

(1,766) 

(22,555) 

— 

— 

(2,522) 

(3,806) 

(2,641) 

(25,140) 

(60,683) 

560,959 

91,952 

8,402 

(29,601) 

— 

32,645 

— 

1,233 

6,058 

(700) 

1,500 

1,590 

(64,095) 

(20,543) 

6,808 

(578) 

17,189 

(699) 

(2,769) 

4,246 

(187,195) 

(124,859) 

— 

87,217 

(2,948) 

— 

— 

(8,500) 

(236,285) 

367,701 

(188,700) 

3,473,541 

(3,445,634) 

(20,861) 

— 

(9,251) 

355,978 

(9,195) 

(4,671) 

(720) 

518,188 

286,149 

274,810 

78,244 

22,500 

21,464 

— 

— 

24,091 

(13,336) 

7,915 

(21,093) 

27,910 

— 

57,060 

(21,632) 

1,274 

(2,105) 

(22,772) 

30,073 

(1,044) 

98,895 

(110,579) 

39,952 

80,500 

(21,325) 

— 

— 

— 

— 

(11,452) 

33,000 

(12,987) 

2,392,258 

(2,468,485) 

— 

(11,479) 

(9,675) 

— 

(3,873) 

(1,288) 

— 

(82,529) 

4,914 

269,896 

274,810 

$ 

500,276  $ 

560,959  $ 

F-7

F-8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GREEN PLAINS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

References to the Company

oil annually.

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 
December 31, 2022, the company owns a 48.8% limited partner interest and a 2.0% general partner interest in Green Plains 
Partners LP. Public investors own the remaining 49.2% 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 December 31, 2022 and 2021, 
excluding intercompany balances, are $108.7 million and $100.3 million, respectively, and primarily consist of cash and cash 
equivalents, property and equipment, operating lease right-of-use assets and goodwill. The partnership’s consolidated total 
liabilities as of December 31, 2022 and 2021, excluding intercompany balances, are $119.5 million and $111.4 million, 
respectively, which primarily consist of long-term debt as discussed in Note 12 – Debt and operating lease liabilities. The 
liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets.  

On October 1, 2020, the company sold its remaining 50% joint venture interest in GPCC, which resulted in a reduction in 
investment in equity method investees of $69.7 million as a result of removal of the equity method investment in GPCC, and 
a reduction in accumulated other comprehensive income (loss) of $10.7 million as a result of the removal of the company’s 
share of equity method investees accumulated other comprehensive loss. See Note 5 - Acquisitions and Dispositions and Note 
20 – Equity Method Investments for further details.

The company also owns a majority interest in FQT, with their results being consolidated in our 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. Certain accounting policies, including but not limited to those relating to 
impairment of goodwill, derivative financial instruments, accounting for income taxes, are impacted significantly by 
judgments, assumptions and estimates used in the preparation of the consolidated financial statements. 

Description of Business

The company operates within three operating segments: (1) ethanol production, which includes the production of 
ethanol, distillers grains, and renewable 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, 
renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation 
services.

Ethanol Production Segment. The company is one of the largest ethanol producers in North America. The company 

operates eleven ethanol plants in six states through separate wholly owned operating subsidiaries. The company’s ethanol 

plants use a dry mill process to produce ethanol and co-products such as wet, modified wet or dried distillers grains and 

renewable corn oil. At capacity, the company expects to process approximately 330 million bushels of corn and produce 

approximately 958 million gallons of ethanol, 2.7 million tons of distillers grains and 310 million pounds of renewable corn 

Agribusiness and Energy Services Segment. The company owns and operates grain handling and storage assets through 

its agribusiness and energy services segment, which has grain storage capacity of approximately 25.3 million bushels at the 

company’s ethanol plants. The company’s agribusiness operations provide synergies with the ethanol production segment as 

it supplies a portion of the feedstock needed to produce ethanol. The company has an in-house marketing business that is 

responsible for the sale, marketing and distribution of all ethanol, distillers grains, and renewable corn oil produced at its 

ethanol plants. The company also purchases and sells ethanol, distillers grains, renewable corn oil, grain, natural gas and 

other commodities and participates in other merchant trading activities in various markets.

Partnership Segment. The company’s partnership segment provides fuel storage and transportation services by owning, 

operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets 

and businesses. As of December 31, 2022, the partnership owns (i) 27 ethanol storage facilities located at or near the 

company’s eleven ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks 

with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, 

which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and 

(iii) transportation assets, including a leased railcar fleet of approximately 2,500 railcars which is utilized to transport ethanol 

from the company’s ethanol plants to refineries throughout the United States and international export terminals.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original 

Cash and Cash Equivalents

maturities of three months or less.

Restricted Cash

Marketable Securities

Revenue Recognition

The company has restricted cash, which can only be used for funding letters of credit, for payment towards a credit 

agreement, or for capital expenditures as specified in certain credit facility agreements. Restricted cash also includes cash 

margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition 

and disposition activities. To the degree these segregated balances are cash and cash equivalents, they are considered 

restricted cash on the consolidated balance sheets.

Marketable securities include highly liquid, fixed maturity investments with original maturities ranging from three to 

twelve months and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. 

The company recognizes revenue 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.

Sales of ethanol, distillers grains, renewable 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.

F-9

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GREEN PLAINS INC.

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

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 

December 31, 2022, the company owns a 48.8% limited partner interest and a 2.0% general partner interest in Green Plains 

Partners LP. Public investors own the remaining 49.2% 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 December 31, 2022 and 2021, 

excluding intercompany balances, are $108.7 million and $100.3 million, respectively, and primarily consist of cash and cash 

equivalents, property and equipment, operating lease right-of-use assets and goodwill. The partnership’s consolidated total 

liabilities as of December 31, 2022 and 2021, excluding intercompany balances, are $119.5 million and $111.4 million, 

respectively, which primarily consist of long-term debt as discussed in Note 12 – Debt and operating lease liabilities. The 

liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets.  

20 – Equity Method Investments for further details.

The company also owns a majority interest in FQT, with their results being consolidated in our 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 

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. Certain accounting policies, including but not limited to those relating to 

impairment of goodwill, derivative financial instruments, accounting for income taxes, are impacted significantly by 

judgments, assumptions and estimates used in the preparation of the consolidated financial statements. 

Description of Business

The company operates within three operating segments: (1) ethanol production, which includes the production of 

ethanol, distillers grains, and renewable 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, 

renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation 

services.

Ethanol Production Segment. The company is one of the largest ethanol producers in North America. The company 

operates eleven ethanol plants in six states through separate wholly owned operating subsidiaries. The company’s ethanol 
plants use a dry mill process to produce ethanol and co-products such as wet, modified wet or dried distillers grains and 
renewable corn oil. At capacity, the company expects to process approximately 330 million bushels of corn and produce 
approximately 958 million gallons of ethanol, 2.7 million tons of distillers grains and 310 million pounds of renewable corn 
oil annually.

Agribusiness and Energy Services Segment. The company owns and operates grain handling and storage assets through 
its agribusiness and energy services segment, which has grain storage capacity of approximately 25.3 million bushels at the 
company’s ethanol plants. The company’s agribusiness operations provide synergies with the ethanol production segment as 
it supplies a portion of the feedstock needed to produce ethanol. The company has an in-house marketing business that is 
responsible for the sale, marketing and distribution of all ethanol, distillers grains, and renewable corn oil produced at its 
ethanol plants. The company also purchases and sells ethanol, distillers grains, renewable corn oil, grain, natural gas and 
other commodities and participates in other merchant trading activities in various markets.

Partnership Segment. The company’s partnership segment provides fuel storage and transportation services by owning, 

operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets 
and businesses. As of December 31, 2022, the partnership owns (i) 27 ethanol storage facilities located at or near the 
company’s eleven ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks 
with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, 
which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and 
(iii) transportation assets, including a leased railcar fleet of approximately 2,500 railcars which is utilized to transport ethanol 
from the company’s ethanol plants to refineries throughout the United States and international export terminals.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original 

On October 1, 2020, the company sold its remaining 50% joint venture interest in GPCC, which resulted in a reduction in 

maturities of three months or less.

investment in equity method investees of $69.7 million as a result of removal of the equity method investment in GPCC, and 

a reduction in accumulated other comprehensive income (loss) of $10.7 million as a result of the removal of the company’s 

Restricted Cash

share of equity method investees accumulated other comprehensive loss. See Note 5 - Acquisitions and Dispositions and Note 

liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the 

twelve months and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. 

Marketable securities include highly liquid, fixed maturity investments with original maturities ranging from three to 

The company has restricted cash, which can only be used for funding letters of credit, for payment towards a credit 

agreement, or for capital expenditures as specified in certain credit facility agreements. Restricted cash also includes cash 
margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition 
and disposition activities. To the degree these segregated balances are cash and cash equivalents, they are considered 
restricted cash on the consolidated balance sheets.

Marketable Securities

Revenue Recognition

The company recognizes revenue 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.

Sales of ethanol, distillers grains, renewable 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.

F-9

F-10

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. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes 
net gains or losses from derivatives related to commodities purchased. 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, are recognized when control of the product is transferred to the 

the degree of market risk it can take using derivative instruments.

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 over time as the 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. To the extent 
shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess 
of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease 
revenue are recognized as incurred.

Shipping and Handling Costs 

The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its 
promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping 
and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold.

Cost of Goods Sold

Cost of goods sold includes materials, direct labor, shipping and plant overhead costs. Materials include the cost of corn 

feedstock, denaturant, and process chemicals. 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. Direct labor 
includes all compensation and related benefits of non-management personnel involved in ethanol production. Shipping costs 
incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of 
plant utilities, repairs and maintenance and outbound freight charges.

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 

Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or 

sale exceptions. 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 and agribusiness and energy services 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 and the physical transaction is completed. 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 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. 

Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location 

basis values which represent differences in local markets including transportation as well as quality or grade differences. 

Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion 

of the value may be derived using unobservable inputs. 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. 

Concentrations of Credit Risk

The company is exposed to credit risk resulting from the possibility that another party may fail to perform according to 

the terms of the company’s contract. The company sells ethanol, renewable corn oil and distillers grains and markets products 

for third parties, which can result in concentrations of credit risk from a variety of customers, including major integrated oil 

companies, large independent refiners, petroleum wholesalers and other marketers. The company also sells grain to large 

commercial buyers, including other ethanol plants. Although payments are typically received within fifteen days of the sale, 

The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to 

the company continually monitors its exposure. The company is also exposed to credit risk on prepayments of undelivered 

minimize the effect of price changes on ethanol, grain and natural gas. 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 basis 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.

inventories with a few major suppliers of petroleum products and agricultural inputs. 

The company has master netting arrangements with various counterparties. On the consolidated balance sheets, the 

associated net amount for each counterparty is reflected as either an accounts receivable or accounts payable. If the amount 

for each counterparty were reflected on a gross basis, the company’s accounts receivable and accounts payable would 

increase by $12.7 million and $7.8 million at December 31, 2022 and 2021, respectively. 

Operations and Maintenance Expenses

Inventories

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, natural gas and other agricultural and energy products. 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. 

Corn held for ethanol production, ethanol, renewable corn oil, Ultra-High Protein and distillers grains inventories are 

recorded at the lower of average cost or net realizable value, except grain held for sale and fair-value hedged inventories.

Other grain inventories include readily marketable grain, forward contracts to buy and sell grain, and exchange traded 

futures and option contracts, which are all stated at market value. All grain inventories held for sale are marked to market. 

Changes are reflected in cost of goods sold. The forward contracts require performance in future periods. Contracts to 

purchase grain generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. 

Contracts for the sale of grain to processors or other consumers generally do not extend beyond one year. The terms of the 

purchase and sale agreements for grain are consistent with industry standards. Raw materials and finished goods inventories 

are valued at the lower of average cost or net realizable value.

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F-12

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. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes 

net gains or losses from derivatives related to commodities purchased. 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, 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 over time as the 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. To the extent 

shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess 

of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease 

revenue are recognized as incurred.

Shipping and Handling Costs 

Cost of Goods Sold

The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its 

promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping 

and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold.

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.

Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or 

sale exceptions. 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 and agribusiness and energy services 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 and the physical transaction is completed. 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 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. 
Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location 
basis values which represent differences in local markets including transportation as well as quality or grade differences. 
Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion 
of the value may be derived using unobservable inputs. 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. 

Cost of goods sold includes materials, direct labor, shipping and plant overhead costs. Materials include the cost of corn 

feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial 

Concentrations of Credit Risk

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. Direct labor 

includes all compensation and related benefits of non-management personnel involved in ethanol production. Shipping costs 

incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of 

plant utilities, repairs and maintenance and outbound freight charges.

The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to 

minimize the effect of price changes on ethanol, grain and natural gas. 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 basis 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.

The company is exposed to credit risk resulting from the possibility that another party may fail to perform according to 
the terms of the company’s contract. The company sells ethanol, renewable corn oil and distillers grains and markets products 
for third parties, which can result in concentrations of credit risk from a variety of customers, including major integrated oil 
companies, large independent refiners, petroleum wholesalers and other marketers. The company also sells grain to large 
commercial buyers, including other ethanol plants. Although payments are typically received within fifteen days of the sale, 
the company continually monitors its exposure. The company is also exposed to credit risk on prepayments of undelivered 
inventories with a few major suppliers of petroleum products and agricultural inputs. 

The company has master netting arrangements with various counterparties. On the consolidated balance sheets, the 
associated net amount for each counterparty is reflected as either an accounts receivable or accounts payable. If the amount 
for each counterparty were reflected on a gross basis, the company’s accounts receivable and accounts payable would 
increase by $12.7 million and $7.8 million at December 31, 2022 and 2021, respectively. 

Operations and Maintenance Expenses

Inventories

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 

Corn held for ethanol production, ethanol, renewable corn oil, Ultra-High Protein and distillers grains inventories are 
recorded at the lower of average cost or net realizable value, except grain held for sale and fair-value hedged inventories.

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, natural gas and other agricultural and energy products. 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. 

Other grain inventories include readily marketable grain, forward contracts to buy and sell grain, and exchange traded 
futures and option contracts, which are all stated at market value. All grain inventories held for sale are marked to market. 
Changes are reflected in cost of goods sold. The forward contracts require performance in future periods. Contracts to 
purchase grain generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. 
Contracts for the sale of grain to processors or other consumers generally do not extend beyond one year. The terms of the 
purchase and sale agreements for grain are consistent with industry standards. Raw materials and finished goods inventories 
are valued at the lower of average cost or net realizable value.

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Property and Equipment

For additional information, please refer to Note 10 – Goodwill and Intangible Assets. 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated using the 

Leases 

straight-line method over the following estimated useful life of the assets:

Buildings and improvements

Plant equipment

Other machinery and equipment

Land improvements

Railroad track and equipment

Computer hardware and software

Office furniture and equipment

Years

10-40

15-40

5-7

20-30

20-30

3-5

5-7

Property and equipment is capitalized at cost. Land improvements, interest incurred during construction and other 
property improvements are capitalized and depreciated. Betterment of property assets are those that extend the useful life, 
increase the capacity or improve the operating efficiency or improve the safety of our operations. Costs of repairs and normal 
maintenance are charged to expense when incurred. The company periodically evaluates whether events and circumstances 
have occurred that warrant a revision of the estimated useful life of its fixed assets. 

Intangible Assets

Our intangible assets consist primarily of customer relationships, intellectual property, research and development 
technology and licenses. These intangible assets were capitalized at fair market value and are being amortized over their 
estimated useful lives.

Impairment of Long-Lived Assets

The company reviews its long-lived assets, currently consisting of property and equipment, operating lease right-of-use 

assets, intangible assets and equity method investments, for impairment whenever events or changes in circumstances 
indicate the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by 
comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the 
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the 
amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is 
required to determine the fair value of our long-lived assets and measure impairment, which includes projected cash flows. 
Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable 
properties and third-party independent appraisals. Changes in estimated fair value could result in an impairment of the asset. 
There were no material impairment charges recorded for the periods reported.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business 

combination that are not individually identified and separately recognized. The determination of goodwill takes into 
consideration the fair value of net tangible and intangible assets. The company’s goodwill is related to certain acquisitions 
within our ethanol production and partnership segments.

The company is required to perform impairment tests related to goodwill annually, which it performs as of October 1, or 
if an indicator of impairment occurs. Circumstances that may indicate impairment include a decline in the company’s future 
projected cash flows, a decision to suspend plant operations for an extended period of time, sustained decline in the 
company’s market capitalization or market prices for similar assets or businesses, or a significant adverse change in legal or 
regulatory matters or business climate. Significant management judgment is required to determine the fair value of goodwill 
and measure impairment, which include, but are not limited to, market capitalization, prospective financial information, 
growth rates, discount rates, inflationary factors, and cost of capital. Fair value is determined by using various valuation 
techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. 
Changes in estimated fair value could result in a write-down of the asset.

The company leases certain facilities, parcels of land, and equipment. These leases are accounted for as operating leases, 

with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to 

extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms 

greater than 12 months, the company records operating lease right-of-use assets and corresponding operating lease liabilities. 

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company did not 

incur any material short-term lease expense for the years ended December 31, 2022, 2021 or 2020.

Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease 

liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at 

the commencement date based on the present value of lease payments over the lease term. As the company’s leases do not 

provide an implicit rate, the incremental borrowing rate is used based on information available at commencement date to 

determine the present value of future payments. 

The company elected to utilize a portfolio approach for lease classification, which allows for an entity to group together 

leases with similar characteristics provided that its application does not create a material difference when compared to 

accounting for the leases at a contract level. For railcar leases, the company elected to combine the railcars within each rider 

and account for each rider as an individual lease. 

From a lessee perspective, the company combines both the lease and non-lease components and accounts for them as one 

lease. Certain of the company’s railcar agreements provide for maintenance costs to be the responsibility of the company as 

incurred or charged by the lessor. This maintenance cost is a non-lease component that the company combines with the 

monthly rental payment and accounts for the total cost as operating lease expense. In addition, the company has a land lease 

that contains a non-lease component for the handling and unloading services the landlord provides. The company combines 

the cost of services with the land lease cost and accounts for the total as operating lease expense.

The partnership segment records the majority of its operating lease revenue from its storage and throughput services, rail 

transportation services and certain terminal services agreements with Green Plains Trade. In addition, the partnership may 

sublease certain of its railcars to third parties on a short-term basis. These subleases are classified as operating leases, with the 

associated sublease revenue recognized on a straight-line basis over the lease term.

Please refer to Note 17 – Commitments and Contingencies to the consolidated financial statements for further details on 

operating lease expense and revenue.  

Investments in Equity Method Investees

The company accounts for investments in which the company exercises significant influence using the equity method so 

long as the company (i) does not control the investee and (ii) is not the primary beneficiary of the entity. The company 

recognizes these investments as a separate line item in the consolidated balance sheets and its proportionate share of earnings 

on a separate line item in the consolidated statements of operations. The company’s share of equity method investees other 

comprehensive income arising during the period is included in accumulated other comprehensive loss in the consolidated 

balance sheet.

The company recognizes losses in the value of equity method investments when there is evidence of an other-than-

temporary decrease in value. Evidence of a loss might include, but would not necessarily be limited to, the inability to 

recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity 

that justifies the carrying amount of the investment. The current fair value of an investment that is less than its carrying 

amount may indicate a loss in value of the investment. The company evaluates equity method investments for impairment if 

there is evidence an investment may be impaired. Distributions paid to the company from unconsolidated affiliates are 

classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the 

company’s proportionate share of income from the unconsolidated affiliate since the date of initial investment. The amount of 

cumulative distributions paid to the company that exceeds the cumulative proportionate share of income in each period 

represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows. 

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Property and Equipment

For additional information, please refer to Note 10 – Goodwill and Intangible Assets. 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated using the 

Leases 

straight-line method over the following estimated useful life of the assets:

Years

10-40

15-40

5-7

20-30

20-30

3-5

5-7

Buildings and improvements

Plant equipment

Other machinery and equipment

Land improvements

Railroad track and equipment

Computer hardware and software

Office furniture and equipment

Intangible Assets

estimated useful lives.

Impairment of Long-Lived Assets

Property and equipment is capitalized at cost. Land improvements, interest incurred during construction and other 

property improvements are capitalized and depreciated. Betterment of property assets are those that extend the useful life, 

increase the capacity or improve the operating efficiency or improve the safety of our operations. Costs of repairs and normal 

maintenance are charged to expense when incurred. The company periodically evaluates whether events and circumstances 

have occurred that warrant a revision of the estimated useful life of its fixed assets. 

Our intangible assets consist primarily of customer relationships, intellectual property, research and development 

technology and licenses. These intangible assets were capitalized at fair market value and are being amortized over their 

The company reviews its long-lived assets, currently consisting of property and equipment, operating lease right-of-use 

assets, intangible assets and equity method investments, for impairment whenever events or changes in circumstances 

indicate the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by 

comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the 

asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the 

amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is 

required to determine the fair value of our long-lived assets and measure impairment, which includes projected cash flows. 

Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable 

properties and third-party independent appraisals. Changes in estimated fair value could result in an impairment of the asset. 

There were no material impairment charges recorded for the periods reported.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business 

combination that are not individually identified and separately recognized. The determination of goodwill takes into 

consideration the fair value of net tangible and intangible assets. The company’s goodwill is related to certain acquisitions 

within our ethanol production and partnership segments.

The company is required to perform impairment tests related to goodwill annually, which it performs as of October 1, or 

if an indicator of impairment occurs. Circumstances that may indicate impairment include a decline in the company’s future 

projected cash flows, a decision to suspend plant operations for an extended period of time, sustained decline in the 

company’s market capitalization or market prices for similar assets or businesses, or a significant adverse change in legal or 

regulatory matters or business climate. Significant management judgment is required to determine the fair value of goodwill 

and measure impairment, which include, but are not limited to, market capitalization, prospective financial information, 

growth rates, discount rates, inflationary factors, and cost of capital. Fair value is determined by using various valuation 

techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. 

Changes in estimated fair value could result in a write-down of the asset.

The company leases certain facilities, parcels of land, and equipment. These leases are accounted for as operating leases, 

with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to 
extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms 
greater than 12 months, the company records operating lease right-of-use assets and corresponding operating lease liabilities. 
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company did not 
incur any material short-term lease expense for the years ended December 31, 2022, 2021 or 2020.

Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease 
liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at 
the commencement date based on the present value of lease payments over the lease term. As the company’s leases do not 
provide an implicit rate, the incremental borrowing rate is used based on information available at commencement date to 
determine the present value of future payments. 

The company elected to utilize a portfolio approach for lease classification, which allows for an entity to group together 

leases with similar characteristics provided that its application does not create a material difference when compared to 
accounting for the leases at a contract level. For railcar leases, the company elected to combine the railcars within each rider 
and account for each rider as an individual lease. 

From a lessee perspective, the company combines both the lease and non-lease components and accounts for them as one 

lease. Certain of the company’s railcar agreements provide for maintenance costs to be the responsibility of the company as 
incurred or charged by the lessor. This maintenance cost is a non-lease component that the company combines with the 
monthly rental payment and accounts for the total cost as operating lease expense. In addition, the company has a land lease 
that contains a non-lease component for the handling and unloading services the landlord provides. The company combines 
the cost of services with the land lease cost and accounts for the total as operating lease expense.

The partnership segment records the majority of its operating lease revenue from its storage and throughput services, rail 

transportation services and certain terminal services agreements with Green Plains Trade. In addition, the partnership may 
sublease certain of its railcars to third parties on a short-term basis. These subleases are classified as operating leases, with the 
associated sublease revenue recognized on a straight-line basis over the lease term.

Please refer to Note 17 – Commitments and Contingencies to the consolidated financial statements for further details on 

operating lease expense and revenue.  

Investments in Equity Method Investees

The company accounts for investments in which the company exercises significant influence using the equity method so 

long as the company (i) does not control the investee and (ii) is not the primary beneficiary of the entity. The company 
recognizes these investments as a separate line item in the consolidated balance sheets and its proportionate share of earnings 
on a separate line item in the consolidated statements of operations. The company’s share of equity method investees other 
comprehensive income arising during the period is included in accumulated other comprehensive loss in the consolidated 
balance sheet.

The company recognizes losses in the value of equity method investments when there is evidence of an other-than-
temporary decrease in value. Evidence of a loss might include, but would not necessarily be limited to, the inability to 
recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity 
that justifies the carrying amount of the investment. The current fair value of an investment that is less than its carrying 
amount may indicate a loss in value of the investment. The company evaluates equity method investments for impairment if 
there is evidence an investment may be impaired. Distributions paid to the company from unconsolidated affiliates are 
classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the 
company’s proportionate share of income from the unconsolidated affiliate since the date of initial investment. The amount of 
cumulative distributions paid to the company that exceeds the cumulative proportionate share of income in each period 
represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows. 

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Financing Costs

Fees and costs related to securing debt are recorded as financing costs. Debt issuance costs are stated at cost and are 
amortized using the effective interest method for term loans and the straight-line basis over the life of the agreements for 
revolving credit arrangements and convertible notes. 

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of various expenses including employee salaries, incentives and 
benefits; office expenses; director compensation; professional fees for accounting, legal, consulting, and investor relations 
activities.

Stock-Based Compensation

The company recognizes compensation cost using a fair value based method whereby compensation cost is measured at 
the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. 
The company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both 
employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the 
related agreement.

Income Taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and 
liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial 
reporting carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities 
are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are 
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in 
operating results in the period of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely 
than not that some portion or all of the deferred tax assets will not be realized. 

clarifying and amending existing guidance. The amendments are effective for fiscal years beginning after December 15, 

2021, and interim periods within fiscal years beginning after December 15, 2022. The company adopted the amended 

guidance for the fiscal year-ended December 31, 2022, which had no material impact on its hedging relationships nor a 

material impact on the company’s consolidated financial statements.

3. GREEN PLAINS PARTNERS LP

The partnership is a fee-based master limited partnership formed by Green Plains to provide fuel storage and 

transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, 

transportation assets and other related assets and businesses. The partnership’s assets currently include (i) 27 ethanol storage 

facilities, located at or near the company’s eleven ethanol plants, which have the ability to efficiently and effectively store 

and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal 

facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets 

that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,500 

railcars, which are contracted to transport ethanol from the company’s ethanol plants to refineries throughout the United 

States and international export terminals. The partnership is the company’s primary downstream logistics provider to support 

its approximately 958 mmgy ethanol marketing and distribution business since the partnership’s assets are the principal 

method of storing and delivering the ethanol the company produces.

As of December 31, 2022, the company owns a 48.8% limited partner interest, consisting of 11,586,548 common units, 

and a 2.0% general partner interest in the partnership. The public owns the remaining 49.2% limited partner interest in the 

partnership. The partnership is consolidated in the company’s financial statements. 

A substantial portion of the partnership’s revenues are derived from long-term, fee-based commercial agreements with 

Green Plains Trade, a subsidiary of the company. The partnership’s agreements with Green Plains Trade include the 

Storage and throughput agreement, expiring on June 30, 2029;

Rail transportation services agreement, expiring on June 30, 2029;

The company recognizes uncertainties in income taxes within the financial statements under a process by which the 

likelihood of a tax position is gauged based upon the technical merits of the position, and then a subsequent measurement 
relates the maximum benefit and the degree of likelihood to determine the amount of benefit recognized in the financial 
statements. 

Trucking transportation agreement, expiring on May 31, 2023, which is expected to auto-renew; 

Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring December 31, 2023; and

Terminal services agreement for the Collins, Mississippi terminal, expiring on December 31, 2023.

Recent Accounting Pronouncements

On January 1, 2021, the company adopted the amended guidance in ASC 470-20, Debt - Debt with Conversion and 
Other Options and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity - Accounting for Convertible 
Instruments and Contracts in an Equity’s Own Equity. The adoption of this guidance resulted in a $49.5 million decrease in 
additional paid-in capital, an $11.4 million increase in retained earnings and a $38.1 million increase in long-term debt, which 
included a $39.4 million increase in debt principal offset by a $1.3 million increase in debt issuance costs, resulting from 
amounts previously bifurcated to equity being reclassified to debt. See Note 15 – Stockholders’ Equity for further details. 

In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform, and a subsequent update in 
January 2021 and October 2022, which provides optional expedients and exceptions to U.S. GAAP guidance on contract 
modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the 
LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the 
amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after 
December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain 
optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon 
issuance and to be applied prospectively from any date beginning March 12, 2020 through December 31, 2024. The company 
does not expect the amended guidance to have a material impact on its hedging relationships nor a material impact on the 
company’s consolidated financial statements.

In December 2019, the FASB issued amended guidance in ASC 740, Income Taxes - Simplifying the Accounting for 
Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in 
ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by 

F-15

F-16

following: 

•

•

•

•

•

unitholders.

4. REVENUE

Revenue Recognition

The partnership’s storage and throughput agreement, and certain terminal services agreements, including the terminal 

services agreement for the Birmingham facility, are supported by minimum volume commitments. The partnership’s rail 

transportation services agreement is supported by minimum take-or-pay capacity commitments. The company also has 

agreements which establish fees for general and administrative, and operational and maintenance services it provides. These 

transactions are eliminated when the company consolidates its financial results.

The company consolidates the financial results of the partnership and records a noncontrolling interest in the partnership 

held by public common unitholders. Noncontrolling interest on the consolidated statements of operations includes the portion 

of net income attributable to the economic interest held by the partnership’s public common unitholders. Noncontrolling 

interest on the consolidated balance sheets includes the portion of net assets attributable to the partnership’s public common 

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.

Fees and costs related to securing debt are recorded as financing costs. Debt issuance costs are stated at cost and are 

amortized using the effective interest method for term loans and the straight-line basis over the life of the agreements for 

Financing Costs

revolving credit arrangements and convertible notes. 

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of various expenses including employee salaries, incentives and 

benefits; office expenses; director compensation; professional fees for accounting, legal, consulting, and investor relations 

activities.

Stock-Based Compensation

related agreement.

Income Taxes

The company recognizes compensation cost using a fair value based method whereby compensation cost is measured at 

the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. 

The company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both 

employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the 

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and 

reporting carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities 

are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are 

expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in 

operating results in the period of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely 

than not that some portion or all of the deferred tax assets will not be realized. 

The company recognizes uncertainties in income taxes within the financial statements under a process by which the 

likelihood of a tax position is gauged based upon the technical merits of the position, and then a subsequent measurement 

relates the maximum benefit and the degree of likelihood to determine the amount of benefit recognized in the financial 

statements. 

Recent Accounting Pronouncements

On January 1, 2021, the company adopted the amended guidance in ASC 470-20, Debt - Debt with Conversion and 

Other Options and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity - Accounting for Convertible 

Instruments and Contracts in an Equity’s Own Equity. The adoption of this guidance resulted in a $49.5 million decrease in 

additional paid-in capital, an $11.4 million increase in retained earnings and a $38.1 million increase in long-term debt, which 

included a $39.4 million increase in debt principal offset by a $1.3 million increase in debt issuance costs, resulting from 

amounts previously bifurcated to equity being reclassified to debt. See Note 15 – Stockholders’ Equity for further details. 

In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform, and a subsequent update in 

January 2021 and October 2022, which provides optional expedients and exceptions to U.S. GAAP guidance on contract 

modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the 

LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the 

amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after 

December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain 

optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon 

does not expect the amended guidance to have a material impact on its hedging relationships nor a material impact on the 

company’s consolidated financial statements.

In December 2019, the FASB issued amended guidance in ASC 740, Income Taxes - Simplifying the Accounting for 

Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in 

ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by 

clarifying and amending existing guidance. The amendments are effective for fiscal years beginning after December 15, 
2021, and interim periods within fiscal years beginning after December 15, 2022. The company adopted the amended 
guidance for the fiscal year-ended December 31, 2022, which had no material impact on its hedging relationships nor a 
material impact on the company’s consolidated financial statements.

3. GREEN PLAINS PARTNERS LP

The partnership is a fee-based master limited partnership formed by Green Plains to provide fuel storage and 
transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, 
transportation assets and other related assets and businesses. The partnership’s assets currently include (i) 27 ethanol storage 
facilities, located at or near the company’s eleven ethanol plants, which have the ability to efficiently and effectively store 
and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal 
facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets 
that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,500 
railcars, which are contracted to transport ethanol from the company’s ethanol plants to refineries throughout the United 
States and international export terminals. The partnership is the company’s primary downstream logistics provider to support 
its approximately 958 mmgy ethanol marketing and distribution business since the partnership’s assets are the principal 
method of storing and delivering the ethanol the company produces.

As of December 31, 2022, the company owns a 48.8% limited partner interest, consisting of 11,586,548 common units, 

and a 2.0% general partner interest in the partnership. The public owns the remaining 49.2% limited partner interest in the 
partnership. The partnership is consolidated in the company’s financial statements. 

liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial 

A substantial portion of the partnership’s revenues are derived from long-term, fee-based commercial agreements with 

Green Plains Trade, a subsidiary of the company. The partnership’s agreements with Green Plains Trade include the 
following: 

•

•

•

•

•

Storage and throughput agreement, expiring on June 30, 2029;

Rail transportation services agreement, expiring on June 30, 2029;

Trucking transportation agreement, expiring on May 31, 2023, which is expected to auto-renew; 

Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring December 31, 2023; and

Terminal services agreement for the Collins, Mississippi terminal, expiring on December 31, 2023.

The partnership’s storage and throughput agreement, and certain terminal services agreements, including the terminal 

services agreement for the Birmingham facility, are supported by minimum volume commitments. The partnership’s rail 
transportation services agreement is supported by minimum take-or-pay capacity commitments. The company also has 
agreements which establish fees for general and administrative, and operational and maintenance services it provides. These 
transactions are eliminated when the company consolidates its financial results.

The company consolidates the financial results of the partnership and records a noncontrolling interest in the partnership 
held by public common unitholders. Noncontrolling interest on the consolidated statements of operations includes the portion 
of net income attributable to the economic interest held by the partnership’s public common unitholders. Noncontrolling 
interest on the consolidated balance sheets includes the portion of net assets attributable to the partnership’s public common 
unitholders.

4. REVENUE

Revenue Recognition

issuance and to be applied prospectively from any date beginning March 12, 2020 through December 31, 2024. The company 

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.

F-15

F-16

Revenue by Source

The following tables disaggregate revenue by major source (in thousands): 

Twelve Months Ended December 31, 2022

Ethanol 
Production

Agribusiness & 
Energy Services

Partnership

Eliminations

Total

Revenues from contracts with customers under 

Revenues:

Revenues from contracts with customers under 
ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts with customers

Revenues from contracts accounted for as 
derivatives under ASC 815 (1):
Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts accounted for as 
derivatives
Leasing revenues under ASC 842 (2)

$ 

—  $ 

—  $ 

—  $ 

—  $ 

28,634 

— 

38,132 

— 

66,766 

2,286,886 

493,605 

195,114 

27,821 

— 

3,003,426 

— 

— 

— 

7,787 

229 

8,016 

481,392 

45,766 

3,954 

49,755 

26,732 

607,599 

— 

— 

— 

4,003 

7,950 

11,953 

— 

— 

— 

— 

— 

— 

67,814 

— 

— 

— 

(8,179) 

(8,179) 

— 

— 

— 

— 

(26,732) 

(26,732) 

(67,814) 

— 

28,634 

— 

49,922 

— 

78,556 

2,768,278 

539,371 

199,068 

77,576 

— 

3,584,293 

— 

Total Revenues

$ 

3,070,192  $ 

615,615  $ 

79,767  $ 

(102,725)  $ 

3,662,849 

Twelve Months Ended December 31, 2021

Ethanol 
Production

Agribusiness & 
Energy Services

Partnership

Eliminations

Total

Revenues:

Revenues from contracts with customers under 
ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts with customers

Revenues from contracts accounted for as 
derivatives under ASC 815 (1):
Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts accounted for as 
derivatives
Leasing revenues under ASC 842 (2)
Total Revenues

$ 

—  $ 

—  $ 

—  $ 

—  $ 

19,535 

— 

48,361 

— 

67,896 

1,589,649 

355,230 

113,249 

27,344 

— 

2,085,472 

— 

— 

— 

14,090 

— 

14,090 

498,367 

40,763 

32,528 

83,778 

21,958 

677,394 

— 

— 

— 

4,191 

8,028 

12,219 

— 

— 

— 

— 

— 

— 

66,233 

— 

— 

— 

(8,028) 

(8,028) 

— 

— 

— 

— 

(21,958) 

(21,958) 

(66,150) 

— 

19,535 

— 

66,642 

— 

86,177 

2,088,016 

395,993 

145,777 

111,122 

— 

2,740,908 

83 

$ 

2,153,368  $ 

691,484  $ 

78,452  $ 

(96,136)  $ 

2,827,168 

Twelve Months Ended December 31, 2020

Ethanol 

Production

Agribusiness & 

Energy Services

Partnership

Eliminations

Total

Revenues:

ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts with customers

Revenues from contracts accounted for as 

derivatives under ASC 815 (1):

Total revenues from contracts accounted for as 

derivatives

Leasing revenues under ASC 842 (2)

$ 

—  $ 

—  $ 

—  $ 

—  $ 

32,032 

— 

4,306 

100 

36,438 

1,150,018 

261,554 

49,666 

4,905 

— 

1,466,143 

— 

— 

2,938 

6,423 

4,463 

13,824 

287,261 

41,184 

33,563 

45,034 

23,005 

430,047 

— 

— 

— 

4,434 

8,411 

12,845 

— 

— 

— 

— 

— 

— 

70,500 

(12,974) 

(12,974) 

— 

— 

— 

— 

— 

— 

— 

(23,005) 

(23,005) 

(70,099) 

— 

32,032 

2,938 

15,163 

— 

50,133 

1,437,279 

302,738 

83,229 

49,939 

— 

1,873,185 

401 

Total Revenues

$ 

1,502,581  $ 

443,871  $ 

83,345  $ 

(106,078)  $ 

1,923,719 

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.

(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, 

Leases.

Major Customer

Payment Terms

Revenues from Customer A represented 13% of total revenues for the year ended December 31, 2022, which are 

recorded within the ethanol production segment. There were no customers that accounted for more than 10% of total 

revenues for the year ended December 31, 2021. Revenues from Customer B represented 16% of total revenues for the year 

ended December 31, 2020, which are recorded within the ethanol production segment. 

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. Unearned revenue is generally recognized in the 

subsequent quarter and is not material to the company. The company expects to recognize all of the unearned revenue 

associated with service agreements as of December 31, 2022, in the subsequent quarter when the inventory is withdrawn from 

the partnership’s tank storage.

F-17

F-18

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Source

The following tables disaggregate revenue by major source (in thousands): 

Twelve Months Ended December 31, 2022

Ethanol 

Production

Agribusiness & 

Energy Services

Partnership

Eliminations

Total

Revenues from contracts with customers under 

$ 

—  $ 

—  $ 

—  $ 

—  $ 

Total Revenues

$ 

3,070,192  $ 

615,615  $ 

79,767  $ 

(102,725)  $ 

3,662,849 

Twelve Months Ended December 31, 2021

Ethanol 

Production

Agribusiness & 

Energy Services

Partnership

Eliminations

Total

Total revenues from contracts with customers

Revenues from contracts accounted for as 

derivatives under ASC 815 (1):

Total revenues from contracts accounted for as 

derivatives

Leasing revenues under ASC 842 (2)

Revenues:

ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Revenues:

ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Revenues from contracts with customers under 

Total revenues from contracts with customers

Revenues from contracts accounted for as 

derivatives under ASC 815 (1):

Total revenues from contracts accounted for as 

derivatives

Leasing revenues under ASC 842 (2)

28,634 

38,132 

— 

— 

66,766 

2,286,886 

493,605 

195,114 

27,821 

— 

— 

3,003,426 

19,535 

48,361 

— 

— 

67,896 

1,589,649 

355,230 

113,249 

27,344 

— 

— 

2,085,472 

— 

— 

7,787 

229 

8,016 

481,392 

45,766 

3,954 

49,755 

26,732 

607,599 

— 

— 

— 

— 

14,090 

14,090 

498,367 

40,763 

32,528 

83,778 

21,958 

677,394 

— 

— 

— 

4,003 

7,950 

11,953 

— 

— 

— 

— 

— 

— 

67,814 

— 

— 

4,191 

8,028 

12,219 

— 

— 

— 

— 

— 

— 

66,233 

(8,179) 

(8,179) 

— 

— 

— 

— 

— 

— 

— 

(26,732) 

(26,732) 

(67,814) 

(8,028) 

(8,028) 

— 

— 

— 

— 

— 

— 

— 

(21,958) 

(21,958) 

(66,150) 

28,634 

— 

— 

— 

49,922 

78,556 

2,768,278 

539,371 

199,068 

77,576 

— 

— 

3,584,293 

19,535 

— 

— 

— 

66,642 

86,177 

2,088,016 

395,993 

145,777 

111,122 

— 

83 

2,740,908 

Total Revenues

$ 

2,153,368  $ 

691,484  $ 

78,452  $ 

(96,136)  $ 

2,827,168 

Twelve Months Ended December 31, 2020

Ethanol 
Production

Agribusiness & 
Energy Services

Partnership

Eliminations

Total

Revenues:

Revenues from contracts with customers under 
ASC 606:

Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts with customers

Revenues from contracts accounted for as 
derivatives under ASC 815 (1):
Ethanol

Distillers grains

Renewable corn oil

Other

Intersegment revenues

Total revenues from contracts accounted for as 
derivatives
Leasing revenues under ASC 842 (2)
Total Revenues

$ 

—  $ 

—  $ 

—  $ 

—  $ 

32,032 

— 

4,306 

100 

36,438 

1,150,018 

261,554 

49,666 

4,905 

— 

1,466,143 

— 

— 

2,938 

6,423 

4,463 

13,824 

287,261 

41,184 

33,563 

45,034 

23,005 

430,047 

— 

— 

— 

4,434 

8,411 

12,845 

— 

— 

— 

— 

— 

— 

70,500 

— 

— 

— 

(12,974) 

(12,974) 

— 

— 

— 

— 

(23,005) 

(23,005) 

(70,099) 

— 

32,032 

2,938 

15,163 

— 

50,133 

1,437,279 

302,738 

83,229 

49,939 

— 

1,873,185 

401 

$ 

1,502,581  $ 

443,871  $ 

83,345  $ 

(106,078)  $ 

1,923,719 

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.
(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, 

Leases.

Major Customer

Revenues from Customer A represented 13% of total revenues for the year ended December 31, 2022, which are 
recorded within the ethanol production segment. There were no customers that accounted for more than 10% of total 
revenues for the year ended December 31, 2021. Revenues from Customer B represented 16% of total revenues for the year 
ended December 31, 2020, which are recorded within the ethanol production segment. 

$ 

—  $ 

—  $ 

—  $ 

—  $ 

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. Unearned revenue is generally recognized in the 
subsequent quarter and is not material to the company. The company expects to recognize all of the unearned revenue 
associated with service agreements as of December 31, 2022, in the subsequent quarter when the inventory is withdrawn from 
the partnership’s tank storage.

F-17

F-18

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5. ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS

Acquisition of a Majority Interest in FQT

On December 9, 2020, the company acquired a majority interest in FQT. The acquisition capitalized on the core 
strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology 
systems and rapidly expand installation of MSCTM technology across the company's facilities, as well as offer these 
technologies to partnering biofuel facilities.

DISPOSITIONS

Disposition of Ord Ethanol Plant

On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to 

GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $64.0 million, plus working capital of $9.8 
million. Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the 
storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $27.5 million, which was 
used to pay down a portion of the partnership’s credit facility. The divested assets were reported within the company’s 
ethanol production, agribusiness and energy services and partnership segments. The company recorded a pretax gain on the 
sale of the Ord plant of $35.9 million within corporate activities. 

The asset and liabilities of the Ord ethanol plant at closing on March 22, 2021 were as follows: (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory

Prepaid expenses and other

Property and equipment

Operating lease right-of-use assets

Accrued and other liabilities

Operating lease current liabilities

Operating lease long-term liabilities

Total identifiable net assets disposed

Disposition of Hereford Ethanol Plant

$ 

$ 

10,400 

632 

24,285 

1,811 

(156) 

(1,021) 

(790) 
35,161 

On December 28, 2020, the company completed the sale of the ethanol plant located in Hereford, Texas, and certain 
related assets, to Hereford Ethanol Partners, L.P. for the sale price of $39.0 million, plus working capital. Correspondingly, 
the partnership’s ethanol storage assets located adjacent to such plants were sold to the company for $10.0 million, and 
certain railcar operating leases were assigned to Hereford Ethanol Partners, L.P. The divested assets were reported within the 
company’s ethanol production, agribusiness and energy and partnership segments. The company recorded a pretax loss on the 
sale of the ethanol plant of $22.4 million, of which a loss of $18.5 million was recorded within corporate activities and a loss 
of $3.9 million was recorded within the ethanol production segment. Transaction fees related to the disposal were not 
material. The agreement contains certain earn-out provisions to be received from the buyers if certain provisions are met. The 
company will record any contingent amounts in the consolidated financial statements when the amount is reasonably 
determinable or the consideration is realized.

The asset and liabilities of the Hereford ethanol plant at closing on December 28, 2020 were as follows: (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory

Prepaid expenses and other

Property and equipment

Operating lease right-of-use-assets

Accrued and other liabilities

Operating lease current liabilities

Operating lease long-term liabilities

Long-term liabilities

$ 

$ 

8,140 

196 

54,279 

5,096 

(870) 

(977) 

(4,201) 

(186) 

61,477 

Total identifiable net assets disposed

Disposition of Equity Interest in Green Plains Cattle Company LLC

On October 1, 2020, pursuant to the Securities Purchase Agreement, the company sold its remaining 50% joint venture 

interest in GPCC to AGR, TGAM Agribusiness Fund LP and StepStone (the “Buyers”) for $80.5 million in cash, plus closing 

adjustments. The transaction resulted in a reduction in other assets of $69.7 million as a result of the removal of the equity 

method investment in GPCC, and a reduction in accumulated other comprehensive loss of $10.7 million as a result of the 

removal of the company’s share of equity method investees accumulated other comprehensive loss. Transaction fees related 

to the disposal were not material. The Securities Purchase Agreement contained certain earn-out provisions of up to $4.0 

million to be paid to the Buyers if certain EBITDA thresholds are met. During the year ended December 31, 2021, the 

company recorded a loss of $2.9 million associated with the earn-out provision.

6. FAIR VALUE DISCLOSURES 

financial instruments:

measurement date.

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

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

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 as well as forward commodity 

purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent 

differences in local markets including transportation or commodity quality or grade differences.

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.

F-19

F-20

 
 
 
 
 
 
 
 
 
 
 
 
 
 
5. ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS

Acquisition of a Majority Interest in FQT

technologies to partnering biofuel facilities.

DISPOSITIONS

Disposition of Ord Ethanol Plant

On December 9, 2020, the company acquired a majority interest in FQT. The acquisition capitalized on the core 

strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology 

systems and rapidly expand installation of MSCTM technology across the company's facilities, as well as offer these 

On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to 

GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $64.0 million, plus working capital of $9.8 

million. Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the 

storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $27.5 million, which was 

used to pay down a portion of the partnership’s credit facility. The divested assets were reported within the company’s 

ethanol production, agribusiness and energy services and partnership segments. The company recorded a pretax gain on the 

sale of the Ord plant of $35.9 million within corporate activities. 

The asset and liabilities of the Ord ethanol plant at closing on March 22, 2021 were as follows: (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory

Prepaid expenses and other

Property and equipment

Operating lease right-of-use assets

Accrued and other liabilities

Operating lease current liabilities

Operating lease long-term liabilities

Total identifiable net assets disposed

Disposition of Hereford Ethanol Plant

$ 

$ 

10,400 

632 

24,285 

1,811 

(156) 

(1,021) 

(790) 

35,161 

On December 28, 2020, the company completed the sale of the ethanol plant located in Hereford, Texas, and certain 

related assets, to Hereford Ethanol Partners, L.P. for the sale price of $39.0 million, plus working capital. Correspondingly, 

the partnership’s ethanol storage assets located adjacent to such plants were sold to the company for $10.0 million, and 

certain railcar operating leases were assigned to Hereford Ethanol Partners, L.P. The divested assets were reported within the 

company’s ethanol production, agribusiness and energy and partnership segments. The company recorded a pretax loss on the 

sale of the ethanol plant of $22.4 million, of which a loss of $18.5 million was recorded within corporate activities and a loss 

of $3.9 million was recorded within the ethanol production segment. Transaction fees related to the disposal were not 

material. The agreement contains certain earn-out provisions to be received from the buyers if certain provisions are met. The 

company will record any contingent amounts in the consolidated financial statements when the amount is reasonably 

determinable or the consideration is realized.

The asset and liabilities of the Hereford ethanol plant at closing on December 28, 2020 were as follows: (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory

Prepaid expenses and other

Property and equipment

Operating lease right-of-use-assets

Accrued and other liabilities

Operating lease current liabilities

Operating lease long-term liabilities

Long-term liabilities

Total identifiable net assets disposed

Disposition of Equity Interest in Green Plains Cattle Company LLC

$ 

$ 

8,140 

196 

54,279 

5,096 

(870) 

(977) 

(4,201) 

(186) 
61,477 

On October 1, 2020, pursuant to the Securities Purchase Agreement, the company sold its remaining 50% joint venture 
interest in GPCC to AGR, TGAM Agribusiness Fund LP and StepStone (the “Buyers”) for $80.5 million in cash, plus closing 
adjustments. The transaction resulted in a reduction in other assets of $69.7 million as a result of the removal of the equity 
method investment in GPCC, and a reduction in accumulated other comprehensive loss of $10.7 million as a result of the 
removal of the company’s share of equity method investees accumulated other comprehensive loss. Transaction fees related 
to the disposal were not material. The Securities Purchase Agreement contained certain earn-out provisions of up to $4.0 
million to be paid to the Buyers if certain EBITDA thresholds are met. During the year ended December 31, 2021, the 
company recorded a loss of $2.9 million associated with the earn-out provision.

6. 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 as well as forward commodity 
purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent 
differences in local markets including transportation or commodity quality or grade differences.

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.

F-19

F-20

 
 
 
 
 
 
 
 
 
 
 
 
 
 
There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and 

The fair value of the company’s debt was approximately $654.5 million compared with a book value of $634.8 million at 

liabilities by level are as follows (in thousands): 

Assets:

Cash and cash equivalents

Restricted cash

Inventories carried at market

Derivative financial instruments - assets

Other assets

Total assets measured at fair value

Liabilities:
Accounts payable (1)
Accrued and other liabilities (2)
Derivative financial instruments - liabilities
Other liabilities (2)
Total liabilities measured at fair value

Assets:

Cash and cash equivalents

Restricted cash

Inventories carried at market

Derivative financial instruments - assets
Other assets

Total assets measured at fair value

Liabilities:
Accounts payable (1)
Accrued and other liabilities (2)
Derivative financial instruments - liabilities
Other liabilities (2)
Total liabilities measured at fair value

Fair Value Measurements at December 31, 2022

Quoted Prices in
͏Active Markets for
͏Identical Assets
(Level 1)

Significant Other
͏Observable Inputs
(Level 2)

Total

$ 

444,661  $ 

55,615 

— 

— 

110 

—  $ 

— 

61,885 

16,420 

1 

444,661 

55,615 

61,885 

16,420 

111 

$ 

$ 

$ 

500,386  $ 

78,306  $ 

578,692 

—  $ 

31,925  $ 

— 

— 

— 

1,909 

44,686 

6,640 

—  $ 

85,160  $ 

31,925 

1,909 

44,686 

6,640 

85,160 

Fair Value Measurements at December 31, 2021

Quoted Prices in
͏Active Markets for
͏Identical Assets
(Level 1)

Significant Other
͏Observable Inputs
(Level 2)

Total

$ 

$ 

$ 

$ 

426,220  $ 

134,739   

—   

—   

111   

561,070  $ 

—  $ 

—   

—   

—   

—  $ 

—  $ 

—   

72,320   

26,738   

8   

99,066  $ 

12,617  $ 

3,260   

26,117   

7,788   

49,782  $ 

426,220 

134,739 

72,320 

26,738 

119 

660,136 

12,617 

3,260 

26,117 

7,788 

49,782 

(1) Accounts payable is generally stated at historical amounts with the exception of $31.9 million and $12.6 million at December 31, 2022 and 2021, 

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.

(2) As of December 31, 2022 and 2021, respectively, accrued and other liabilities includes $1.9 million and $3.3 million and other liabilities includes 

$6.6 million and $7.6 million of consideration related to potential earn-out payments recorded at fair value.

Refer to Note 4 – Revenue, for further disaggregation of revenue by operating segment.

F-21

F-22

December 31, 2022. The fair value of the company’s debt was approximately $891.1 million compared with a book value of 

$722.7 million at December 31, 2021. The company estimated the fair value of its outstanding debt using Level 2 inputs. The 

company believes the fair value of its marketable securities approximated book value, which was $124.9 million at 

December 31, 2021. The company believes the fair value of its accounts receivable approximated book value, which was 

$108.6 million and $120.0 million, respectively, at December 31, 2022 and 2021.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible 

assets and goodwill acquired 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.

7. SEGMENT INFORMATION

The company reports the financial and operating performance for the following three operating segments: (1) ethanol 

production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable 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, renewable corn oil, natural gas and other commodities, and (3) 

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, Ultra-High Protein and renewable 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):

Revenues:

Ethanol production:

Revenues from external customers

Intersegment revenues

Total segment revenues

Agribusiness and energy services:

Revenues from external customers 

Intersegment revenues

Total segment revenues

Partnership:

Revenues from external customers

Intersegment revenues

Total segment revenues

Revenues including intersegment activity

Intersegment eliminations

Year Ended December 31,

2022

2021

2020

$ 

3,070,192  $ 

2,153,368  $ 

1,502,481 

—   

—   

100 

3,070,192   

2,153,368   

1,502,581 

588,654   

669,526   

26,961   

21,958   

615,615   

691,484   

4,003   

75,764   

79,767   

4,274   

74,178   

78,452   

416,403 

27,468 

443,871 

4,835 

78,510 

83,345 

3,765,574   

2,923,304   

2,029,797 

(102,725)   

(96,136)   

(106,078) 

$ 

3,662,849  $ 

2,827,168  $ 

1,923,719 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities measured at fair value

—  $ 

85,160  $ 

Total assets measured at fair value

500,386  $ 

78,306  $ 

578,692 

liabilities by level are as follows (in thousands): 

Assets:

Cash and cash equivalents

Restricted cash

Inventories carried at market

Derivative financial instruments - assets

Other assets

Liabilities:

Accounts payable (1)

Accrued and other liabilities (2)

Derivative financial instruments - liabilities

Other liabilities (2)

Assets:

Cash and cash equivalents

Restricted cash

Inventories carried at market

Derivative financial instruments - assets

Other assets

Total assets measured at fair value

Liabilities:

Accounts payable (1)

Accrued and other liabilities (2)

Derivative financial instruments - liabilities

Other liabilities (2)

Total liabilities measured at fair value

Fair Value Measurements at December 31, 2022

Quoted Prices in

͏Active Markets for

͏Identical Assets

(Level 1)

Significant Other

͏Observable Inputs

(Level 2)

Total

$ 

444,661  $ 

55,615 

— 

— 

110 

—  $ 

— 

61,885 

16,420 

1 

— 

— 

— 

1,909 

44,686 

6,640 

Fair Value Measurements at December 31, 2021

Quoted Prices in

͏Active Markets for

͏Identical Assets

(Level 1)

Significant Other

͏Observable Inputs

(Level 2)

Total

426,220  $ 

134,739   

—   

—   

111   

561,070  $ 

—  $ 

—   

—   

—   

—  $ 

—  $ 

—   

72,320   

26,738   

8   

99,066  $ 

12,617  $ 

3,260   

26,117   

7,788   

49,782  $ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

444,661 

55,615 

61,885 

16,420 

111 

31,925 

1,909 

44,686 

6,640 

85,160 

426,220 

134,739 

72,320 

26,738 

119 

660,136 

12,617 

3,260 

26,117 

7,788 

49,782 

(1) Accounts payable is generally stated at historical amounts with the exception of $31.9 million and $12.6 million at December 31, 2022 and 2021, 

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.

(2) As of December 31, 2022 and 2021, respectively, accrued and other liabilities includes $1.9 million and $3.3 million and other liabilities includes 

$6.6 million and $7.6 million of consideration related to potential earn-out payments recorded at fair value.

There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and 

The fair value of the company’s debt was approximately $654.5 million compared with a book value of $634.8 million at 

December 31, 2022. The fair value of the company’s debt was approximately $891.1 million compared with a book value of 
$722.7 million at December 31, 2021. The company estimated the fair value of its outstanding debt using Level 2 inputs. The 
company believes the fair value of its marketable securities approximated book value, which was $124.9 million at 
December 31, 2021. The company believes the fair value of its accounts receivable approximated book value, which was 
$108.6 million and $120.0 million, respectively, at December 31, 2022 and 2021.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible 

assets and goodwill acquired 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.

7. SEGMENT INFORMATION

The company reports the financial and operating performance for the following three operating segments: (1) ethanol 

production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable 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, renewable corn oil, natural gas and other commodities, and (3) 
partnership, which includes fuel storage and transportation services.

—  $ 

31,925  $ 

professional fees and overhead costs not directly related to a specific operating segment.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, 

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, Ultra-High Protein and renewable 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):

Revenues:

Ethanol production:

Revenues from external customers

Intersegment revenues

Total segment revenues

Agribusiness and energy services:

Revenues from external customers 

Intersegment revenues

Total segment revenues

Partnership:

Revenues from external customers

Intersegment revenues

Total segment revenues

Revenues including intersegment activity

Intersegment eliminations

Year Ended December 31,
2021

2020

2022

$ 

3,070,192  $ 

2,153,368  $ 

1,502,481 

—   

—   

100 

3,070,192   

2,153,368   

1,502,581 

588,654   

669,526   

26,961   

21,958   

615,615   

691,484   

4,003   

75,764   

79,767   

4,274   

74,178   

78,452   

416,403 

27,468 

443,871 

4,835 

78,510 

83,345 

3,765,574   

2,923,304   

2,029,797 

(102,725)   
3,662,849  $ 

(96,136)   
2,827,168  $ 

(106,078) 
1,923,719 

$ 

F-21

F-22

Refer to Note 4 – Revenue, for further disaggregation of revenue by operating segment.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of goods sold:

Ethanol production

Agribusiness and energy services

Intersegment eliminations

Gross margin:

Ethanol production

Agribusiness and energy services

Partnership

Intersegment eliminations

Operating income (loss):
Ethanol production (1)
Agribusiness and energy services

Partnership

Intersegment eliminations
Corporate activities (2)

Year Ended December 31,
2021

2020

2022

$ 

3,068,366  $ 

2,063,283  $ 

1,507,335 

562,950   

657,375   

409,407 

Agribusiness and energy services

(106,305)   
3,525,011  $ 

(95,549)   
2,625,109  $ 

(104,579) 
1,812,163 

$ 

Year Ended December 31,
2021

2020

2022

$ 

1,826  $ 

90,085  $ 

(4,754) 

52,665 

79,767 

3,580 

34,109 

78,452 

(587)   

34,464 

83,345 

(1,499) 

$ 

137,838  $ 

202,059  $ 

111,556 

Year Ended December 31,
2021

2020

2022

$ 

(117,764)  $ 

(27,996)  $ 

(129,618) 

36,415   

47,699   

3,580 

17,458   

48,672   

(587)   

15,773 

50,437 

(1,400) 

(68,878)   
(98,948)  $ 

(12,039)   
25,508  $ 

(57,888) 
(122,696) 

$ 

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 
Texas ethanol plant for the year-ended December 31, 2020.

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 
the Hereford, Texas ethanol plant and a $1.5 million net gain from sale of GPCC.

Depreciation and amortization:

Ethanol production

Agribusiness and energy services

Partnership

Corporate activities

Year Ended December 31,
2021

2020

2022

$ 

81,545  $ 

82,969  $ 

67,956 

3,466   

4,093   

3,594   
92,698  $ 

2,535   

3,737   

2,711   
91,952  $ 

2,512 

3,806 

3,970 
78,244 

$ 

Finished goods

Commodities held for sale

Raw materials

Work-in-process

Supplies and parts

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

Capital expenditures:

Ethanol production

Partnership

Corporate activities

Total assets (1):

Ethanol production

Agribusiness and energy services

Partnership

Corporate assets

Intersegment eliminations

(1) Asset balances by segment exclude intercompany balances. 

8. INVENTORIES

Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. As of 

December 31, 2022, the company recorded a $12.3 million lower of cost or net realizable value inventory adjustment 

associated with finished goods in cost of goods within the ethanol production segment. There was no lower of cost or net 

realizable value inventory adjustment as of December 31, 2021.

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

Year Ended December 31,

2022

2021

2020

$ 

210,256  $ 

181,731  $ 

109,970 

1,647   

641   

75   

2,896   

668   

1,976   

1,195 

162 

472 

$ 

212,619  $ 

187,271  $ 

111,799 

Year Ended December 31,

2022

2021

$ 

1,157,791  $ 

1,101,151 

489,083   

108,680   

386,437   

(18,860)   

487,164 

100,349 

524,206 

(53,115) 

$ 

2,123,131  $ 

2,159,755 

December 31,

2022

2021

$ 

97,719  $ 

61,885   

55,983   

18,499   

44,864   

91,448 

72,320 

50,604 

19,783 

33,683 

$ 

278,950  $ 

267,838 

F-23

F-24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of goods sold:

Ethanol production

Agribusiness and energy services

Intersegment eliminations

Gross margin:

Ethanol production

Agribusiness and energy services

Partnership

Intersegment eliminations

Operating income (loss):

Ethanol production (1)

Agribusiness and energy services

Partnership

Intersegment eliminations

Corporate activities (2)

Depreciation and amortization:

Ethanol production

Agribusiness and energy services

Partnership

Corporate activities

Year Ended December 31,

2022

2021

2020

$ 

3,068,366  $ 

2,063,283  $ 

1,507,335 

562,950   

657,375   

409,407 

(106,305)   

(95,549)   

(104,579) 

$ 

3,525,011  $ 

2,625,109  $ 

1,812,163 

Year Ended December 31,

2022

2021

2020

$ 

1,826  $ 

90,085  $ 

(4,754) 

52,665 

79,767 

3,580 

34,109 

78,452 

(587)   

34,464 

83,345 

(1,499) 

$ 

137,838  $ 

202,059  $ 

111,556 

Year Ended December 31,

2022

2021

2020

$ 

(117,764)  $ 

(27,996)  $ 

(129,618) 

36,415   

47,699   

3,580 

17,458   

48,672   

(587)   

15,773 

50,437 

(1,400) 

(68,878)   

(12,039)   

(57,888) 

$ 

(98,948)  $ 

25,508  $ 

(122,696) 

Year Ended December 31,

2022

2021

2020

$ 

81,545  $ 

82,969  $ 

67,956 

3,466   

4,093   

3,594   

2,535   

3,737   

2,711   

2,512 

3,806 

3,970 

$ 

92,698  $ 

91,952  $ 

78,244 

Capital expenditures:

Ethanol production

Agribusiness and energy services

Partnership

Corporate activities

Year Ended December 31,
2021

2020

2022

$ 

210,256  $ 

181,731  $ 

109,970 

1,647   

641   

2,896   

668   

75   
212,619  $ 

1,976   
187,271  $ 

$ 

1,195 

162 

472 
111,799 

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

Total assets (1):
Ethanol production

Agribusiness and energy services

Partnership

Corporate assets

Intersegment eliminations

Year Ended December 31,

2022

2021

$ 

1,157,791  $ 

1,101,151 

489,083   

108,680   

386,437   

487,164 

100,349 

524,206 

(18,860)   
2,123,131  $ 

(53,115) 
2,159,755 

$ 

(1) Asset balances by segment exclude intercompany balances. 

8. INVENTORIES

Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. As of 
December 31, 2022, the company recorded a $12.3 million lower of cost or net realizable value inventory adjustment 
associated with finished goods in cost of goods within the ethanol production segment. There was no lower of cost or net 
realizable value inventory adjustment as of December 31, 2021.

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

Finished goods

Commodities held for sale

Raw materials

Work-in-process

Supplies and parts

December 31,

2022

2021

$ 

97,719  $ 

61,885   

55,983   

18,499   

44,864   

91,448 

72,320 

50,604 

19,783 

33,683 

$ 

278,950  $ 

267,838 

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $12.3 million for the year-ended 

December 31, 2022, and a goodwill impairment charge of $24.1 million and $3.9 million loss on sale of assets from the sale of the Hereford, 

Texas ethanol plant for the year-ended December 31, 2020.

(2) Corporate activities for the year-ended December 31, 2021 include a $29.6 million net gain on sale of assets primarily from the sale of the Ord, 

Nebraska ethanol plant. Corporate activities for the year-ended December 31, 2020 include an $18.5 million loss on sale of assets from the sale of 

the Hereford, Texas ethanol plant and a $1.5 million net gain from sale of GPCC.

F-23

F-24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9. PROPERTY AND EQUIPMENT

Intangible Assets

The components of property and equipment are as follows (in thousands):

The company recognized certain intangible assets in connection with the FQT acquisition during the fourth quarter of 

2020. The components of the FQT intangible assets are as follows (in thousands):

Plant equipment

Buildings and improvements

Land and improvements

Railroad track and equipment

Construction-in-progress

Computer hardware and software

Office furniture and equipment

Leasehold improvements and other

Total property and equipment

Less: accumulated depreciation and amortization

Property and equipment, net

December 31,

2022

2021

$ 

1,089,890  $ 

1,000,820 

186,391   

180,713 

90,944   

33,136   

83,403 

32,971 

207,366   

111,745 

21,312   

3,512   

29,074   

19,927 

3,356 

27,609 

1,661,625   

1,460,544 

(632,298)   

(567,027) 

$ 

1,029,327  $ 

893,517 

Interest capitalized during the years ended December 31, 2022, 2021 and 2020 totaled $11.3 million, $7.3 million and 

$1.8 million, respectively.

10. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The company has two reporting units, to which goodwill was assigned. We are required to perform impairment tests 

related to our goodwill annually, which we perform as of October 1, or if an indicator of impairment occurs. The company 
and the partnership performed their annual goodwill assessments as of October 1, 2022 and 2021 using qualitative 
assessments, which resulted in no indication of goodwill impairment.

During 2020, as a result of the COVID-19 outbreak and the subsequent decline in the company's stock price causing a 

decline in market capitalization, the company determined a triggering event had occurred that required an impairment 
assessment for its ethanol production reporting unit. Based on the company's quantitative evaluation, it determined that the 
fair value of the ethanol production reporting unit did not exceed its carrying value. As a result, the company concluded that 
the goodwill assigned to the ethanol production reporting unit was impaired and recorded a non-cash impairment charge of 
$24.1 million.

Changes in the carrying amount of goodwill attributable to each business segment during the years ended December 31, 

Derivative financial instruments - forwards

$ 

16,420  (1) $ 

26,738  $ 

44,686  (2) $ 

26,117  (3)

2022 and 2021 were as follows (in thousands):

Balance, December 31, 2020

FQT acquisition
Balance, December 31, 2021 (1)
Balance, December 31, 2022 (1)

Ethanol
Production

Partnership

Total

$ 

—  $ 

10,598  $ 

18,534   

18,534   

—   

10,598   

$ 

18,534  $ 

10,598  $ 

10,598 

18,534 

29,132 

29,132 

(1) The company records goodwill within other assets on the consolidated balance sheets. 

F-25

F-26

Customer relationships and backlog

Intellectual property

Trade name

Total

Accumulated amortization

Total FQT intangible assets, net

December 31,

2022

2021

$ 

17,628  $ 

17,628 

9,700 

1,300 

28,628 

(10,640)   

$ 

17,988  $ 

9,700 

1,300 

28,628 

(5,877) 

22,751 

Weighted average remaining amortization period

11.0 years

11.5 years

The company recognized $4.8 million, $5.7 million, and $0.2 million of amortization expense associated with these 

intangible assets during the years ended December 31, 2022, 2021, 2020, respectively. The company expects estimated 

amortization expense of $2.8 million, $2.5 million, $2.2 million, $2.0 million and $0.8 million, respectively, for the years 

ended December 31, 2023, 2024, 2025, 2026 and 2027, as well as $7.7 million thereafter. The company’s intangible assets 

are recorded within other assets on the consolidated balance sheets.

11. DERIVATIVE FINANCIAL INSTRUMENTS

At December 31, 2022, the company’s consolidated balance sheet reflected unrealized losses of $26.6 million, net of tax, 

in accumulated other comprehensive loss. The company expects these items will be reclassified as operating income (loss) 

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 at December 31,

Fair Value at December 31,

2022

2021

2022

2021

Other assets

Other liabilities

Total

1 

— 

8   

—   

— 

— 

— 

196 

$ 

16,421 

$ 

26,746  $ 

44,686 

$ 

26,313 

(1) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded 

futures and options contracts of $3.4 million, which include $9.0 million of unrealized gains on derivative financial instruments designated as fair 

value hedging instruments, offset by $2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging 

instruments, and the balance representing economic hedges.

(2) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded 

futures and options contracts of $3.3 million, which included $0.6 million of net unrealized losses on derivative financial instruments designated 

as fair value hedging instruments and the balance representing economic hedges.

(3) At December 31, 2021, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded 

futures and options contracts of $17.1 million, which include $1.3 million of net unrealized losses on derivative financial instruments designated 

as cash flow hedging instruments, $0.5 million of unrealized losses on derivative financial instruments designated as fair value hedging 

instruments, and the balance representing economic hedges.

Refer to Note 6 - Fair Value Disclosures, which contains fair value information related to derivative financial 

instruments.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9. PROPERTY AND EQUIPMENT

Intangible Assets

The components of property and equipment are as follows (in thousands):

The company recognized certain intangible assets in connection with the FQT acquisition during the fourth quarter of 

2020. The components of the FQT intangible assets are as follows (in thousands):

Customer relationships and backlog

Intellectual property

Trade name

Total

Accumulated amortization

Total FQT intangible assets, net

December 31,

2022

2021

$ 

17,628  $ 

17,628 

9,700 

1,300 

28,628 

(10,640)   

$ 

17,988  $ 

9,700 

1,300 

28,628 

(5,877) 

22,751 

Weighted average remaining amortization period

11.0 years

11.5 years

The company recognized $4.8 million, $5.7 million, and $0.2 million of amortization expense associated with these 
intangible assets during the years ended December 31, 2022, 2021, 2020, respectively. The company expects estimated 
amortization expense of $2.8 million, $2.5 million, $2.2 million, $2.0 million and $0.8 million, respectively, for the years 
ended December 31, 2023, 2024, 2025, 2026 and 2027, as well as $7.7 million thereafter. The company’s intangible assets 
are recorded within other assets on the consolidated balance sheets.

11. DERIVATIVE FINANCIAL INSTRUMENTS

At December 31, 2022, the company’s consolidated balance sheet reflected unrealized losses of $26.6 million, net of tax, 

in accumulated other comprehensive loss. The company expects these items will be reclassified as operating income (loss) 
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):

December 31,

2022

2021

$ 

1,089,890  $ 

1,000,820 

186,391   

180,713 

207,366   

111,745 

90,944   

33,136   

21,312   

3,512   

29,074   

83,403 

32,971 

19,927 

3,356 

27,609 

1,661,625   

1,460,544 

(632,298)   

(567,027) 

$ 

1,029,327  $ 

893,517 

Plant equipment

Buildings and improvements

Land and improvements

Railroad track and equipment

Construction-in-progress

Computer hardware and software

Office furniture and equipment

Leasehold improvements and other

Total property and equipment

Less: accumulated depreciation and amortization

Property and equipment, net

$1.8 million, respectively.

10. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Interest capitalized during the years ended December 31, 2022, 2021 and 2020 totaled $11.3 million, $7.3 million and 

The company has two reporting units, to which goodwill was assigned. We are required to perform impairment tests 

related to our goodwill annually, which we perform as of October 1, or if an indicator of impairment occurs. The company 

and the partnership performed their annual goodwill assessments as of October 1, 2022 and 2021 using qualitative 

assessments, which resulted in no indication of goodwill impairment.

During 2020, as a result of the COVID-19 outbreak and the subsequent decline in the company's stock price causing a 

decline in market capitalization, the company determined a triggering event had occurred that required an impairment 

assessment for its ethanol production reporting unit. Based on the company's quantitative evaluation, it determined that the 

fair value of the ethanol production reporting unit did not exceed its carrying value. As a result, the company concluded that 

the goodwill assigned to the ethanol production reporting unit was impaired and recorded a non-cash impairment charge of 

$24.1 million.

2022 and 2021 were as follows (in thousands):

Balance, December 31, 2020

FQT acquisition

Balance, December 31, 2021 (1)

Balance, December 31, 2022 (1)

Ethanol

Production

Partnership

Total

$ 

—  $ 

10,598  $ 

18,534   

18,534   

—   

10,598   

$ 

18,534  $ 

10,598  $ 

10,598 

18,534 

29,132 

29,132 

(1) The company records goodwill within other assets on the consolidated balance sheets. 

(1) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded 

futures and options contracts of $3.4 million, which include $9.0 million of unrealized gains on derivative financial instruments designated as fair 
value hedging instruments, offset by $2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging 
instruments, and the balance representing economic hedges.

(2) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded 

futures and options contracts of $3.3 million, which included $0.6 million of net unrealized losses on derivative financial instruments designated 
as fair value hedging instruments and the balance representing economic hedges.

(3) At December 31, 2021, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded 

futures and options contracts of $17.1 million, which include $1.3 million of net unrealized losses on derivative financial instruments designated 
as cash flow hedging instruments, $0.5 million of unrealized losses on derivative financial instruments designated as fair value hedging 
instruments, and the balance representing economic hedges.

Refer to Note 6 - Fair Value Disclosures, which contains fair value information related to derivative financial 

instruments.

F-25

F-26

Asset Derivatives' 
Fair Value at December 31,

Liability Derivatives' 
Fair Value at December 31,

2022

2021

2022

2021

16,420  (1) $ 
1 

— 

26,738  $ 

8   

—   

44,686  (2) $ 
— 

— 

26,117  (3)
— 

196 

Changes in the carrying amount of goodwill attributable to each business segment during the years ended December 31, 

Derivative financial instruments - forwards

$ 

$ 

16,421 

$ 

26,746  $ 

44,686 

$ 

26,313 

Other assets

Other liabilities

Total

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

fair value hedged items (in thousands):

The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the 

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):

Location of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Income into Income

Amount of Gain (Loss) Reclassified from 
Accumulated Other Comprehensive Income 
into Income 
Year Ended December 31,
2021

2020

2022

Revenues

Cost of goods sold

Net gain (loss) recognized in loss before income taxes

$ 

$ 

3,347  $ 

(60,261)  $ 

(5,753)   

41,629   

(2,406)  $ 

(18,632)  $ 

5,538 

(2,115) 

3,423 

Gain (Loss) Recognized in
Other Comprehensive Income on Derivatives

Amount of Gain (Loss) Recognized in Other 
Comprehensive Income on Derivatives
Year Ended December 31,
2021

2020

2022

Commodity Contracts

$ 

(21,201)  $ 

(32,036)  $ 

(1,025) 

A portion of the company's derivative instruments are considered economic hedges and as such are not designated as 
hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product 
inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, 
including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural 
products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair value estimates are 
based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in 
local markets including transportation as well as quality or grade differences. Inventories are not considered a derivative, 
rather they are carried at the lower of cost or net realizable value. As such, changes in the fair value of inventories are not 
included in the table below.

December 31, 2022

December 31, 2021

Cumulative Amount 

Cumulative Amount 

of Fair Value 

Hedging 

Adjustment 

of Fair Value 

Hedging 

Adjustment 

Line Item in the 

Consolidated Balance Sheet 

Carrying Amount 

Included in the 

Carrying Amount 

Included in the 

in Which the Hedged Item 

of the Hedged 

Carrying Amount of 

of the Hedged 

Carrying Amount of 

is Included

Assets

the Hedged Assets

Assets

the Hedged Assets

Inventories

$ 

61,885  $ 

(13,776)  $ 

72,320  $ 

6,291 

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

Location and Amount of Gain (Loss) 

Recognized in Income on Cash Flow and 

Fair Value Hedging Relationships for the 

Year Ended December 31, 2022

Revenue

Cost of

͏Goods Sold

accumulated other comprehensive income into income

$ 

3,347  $ 

(5,753) 

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair-value hedged inventories

Exchange traded futures designated as hedging instruments

Total amounts of income and expense line items presented in the 

consolidated statement of operations in which the effects of cash flow or 

fair value hedges are recorded

$ 

3,347  $ 

659 

—   

—   

735 

5,677 

Location of Gain (Loss)
Recognized in
Income on Derivatives

Amount of Gain (Loss) Recognized in 
Income on Derivatives
Year Ended December 31,
2021

2022

2020

Derivatives Not Designated
as Hedging Instruments

Exchange traded futures and 
options

Forwards

Exchange traded futures and 
options

Forwards

Revenues

Revenues

Costs of goods sold

Costs of goods sold

$ 

2,470  $ 

(201,249)  $ 

(7,404)   

7,106 

(59,697)   

(6,381)   

12,879 

(6,381)   

(6,302) 

(4,511) 

17,137 

15,777 

22,101 

Net loss recognized in loss before income taxes

$ 

(71,012)  $ 

(187,645)  $ 

F-27

F-28

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

The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the 

Statements of Comprehensive Income

fair value hedged items (in thousands):

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):

Location of Gain (Loss) Reclassified from

Accumulated Other Comprehensive Income into Income

2022

2021

2020

Revenues

Cost of goods sold

Net gain (loss) recognized in loss before income taxes

Amount of Gain (Loss) Reclassified from 

Accumulated Other Comprehensive Income 

into Income 

Year Ended December 31,

$ 

$ 

3,347  $ 

(60,261)  $ 

(5,753)   

41,629   

(2,406)  $ 

(18,632)  $ 

5,538 

(2,115) 

3,423 

Amount of Gain (Loss) Recognized in Other 

Comprehensive Income on Derivatives

Year Ended December 31,

Gain (Loss) Recognized in

Other Comprehensive Income on Derivatives

2022

2021

2020

Commodity Contracts

$ 

(21,201)  $ 

(32,036)  $ 

(1,025) 

A portion of the company's derivative instruments are considered economic hedges and as such are not designated as 

hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product 

inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, 

including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural 

products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair value estimates are 

based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in 

local markets including transportation as well as quality or grade differences. Inventories are not considered a derivative, 

rather they are carried at the lower of cost or net realizable value. As such, changes in the fair value of inventories are not 

included in the table below.

Derivatives Not Designated

as Hedging Instruments

Exchange traded futures and 

options

Forwards

options

Forwards

Exchange traded futures and 

Revenues

Revenues

Costs of goods sold

Costs of goods sold

Location of Gain (Loss)

Recognized in

Amount of Gain (Loss) Recognized in 

Income on Derivatives

Year Ended December 31,

Income on Derivatives

2022

2021

2020

$ 

2,470  $ 

(201,249)  $ 

(7,404)   

7,106 

(59,697)   

(6,381)   

12,879 

(6,381)   

(6,302) 

(4,511) 

17,137 

15,777 

22,101 

Net loss recognized in loss before income taxes

$ 

(71,012)  $ 

(187,645)  $ 

December 31, 2022

December 31, 2021

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

Cumulative Amount 
of Fair Value 
Hedging 
Adjustment 
Included in the 
Carrying Amount of 
the Hedged Assets

Carrying Amount 
of the Hedged 
Assets

Inventories

$ 

61,885  $ 

(13,776)  $ 

72,320  $ 

6,291 

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

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 
accumulated other comprehensive income into income

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair-value hedged inventories

Exchange traded futures designated as hedging instruments

Location and Amount of Gain (Loss) 
Recognized in Income on Cash Flow and 
Fair Value Hedging Relationships for the 
Year Ended December 31, 2022
Cost of
͏Goods Sold

Revenue

$ 

3,347  $ 

(5,753) 

—   

—   

735 

5,677 

Total amounts of income and expense line items presented in the 
consolidated statement of operations in which the effects of cash flow or 
fair value hedges are recorded

$ 

3,347  $ 

659 

F-27

F-28

 
 
 
 
 
 
 
 
Location and Amount of Gain (Loss) 
Recognized in Income on Cash Flow and 
Fair Value Hedging Relationships for the 
Year Ended December 31, 2021
Cost of
͏Goods Sold

Revenue

The notional volume of open commodity derivative positions as of December 31, 2022 are as follows (in thousands): 

Exchange Traded (1)

Non-Exchange Traded (2)

Derivative 

Instruments

Net Long & (Short)

Long

(Short)

Unit of Measure

Commodity

Futures

Futures

Futures

Futures

Futures

Futures

Futures

Options

Options

Forwards

Forwards

Forwards

Forwards

Forwards

(30,815) 

(5,155)  (4)

(2,856) 

(12,395) 

2,140  (3)

(4,755)  (4)

6,720  (3)

(2,173) 

(459) 

Bushels

Bushels

Gallons

mmBTU

mmBTU

mmBTU

Gallons

Bushels

mmBTU

Bushels

Gallons

Tons

Pounds

mmBTU

Corn

Corn

Ethanol

Natural Gas

Natural Gas

Natural Gas

Corn

Natural Gas

Corn

Ethanol

Natural Gasoline

Distillers Grains

Renewable Corn Oil

Natural Gas

33,919   

— 

5,256   

(245,555) 

66   

—   

(250) 

(29,591) 

21,933   

(2,244) 

(1) Notional volume of exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-

adjusted basis.

(2) Notional volume of non-exchange traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-

price and basis contracts, for which only the basis portion of the contract price is fixed.

(3) Notional volume of exchange traded futures used for cash flow hedges.

(4) Notional volume of exchange traded 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 of $4.0 million, $1.1 million, and $3.0 million for the years ended 

December 31, 2022, 2021, and 2020, respectively, on energy trading contracts.

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 
accumulated other comprehensive income into income

$ 

(60,261)  $ 

41,629 

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair value hedged inventories

Exchange traded futures designated as hedging instruments

Total amounts of income and expense line items presented in the 
consolidated statement of operations in which the effects of cash flow or 
fair value hedges are recorded

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 
accumulated other comprehensive income into income

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair-value hedged inventories

Exchange traded futures designated as hedging instruments

—   

—   

20,567 

(14,695) 

$ 

(60,261)  $ 

47,501 

Location and Amount of Gain (Loss) 
Recognized in Income on Cash Flow and 
Fair Value Hedging Relationships for the 
Year Ended December 31, 2020
Cost of
͏Goods Sold

Revenue

$ 

5,538  $ 

(2,115) 

—   

—   

5,098 

(3,752) 

Total amounts of income and expense line items presented in the 
consolidated statement of operations in which the effects of cash flow or 
fair value hedges are recorded

$ 

5,538  $ 

(769) 

There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the years ended 

December 31, 2022, 2021 and 2020. 

F-29

F-30

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Location and Amount of Gain (Loss) 

Recognized in Income on Cash Flow and 

Fair Value Hedging Relationships for the 

Year Ended December 31, 2021

Revenue

Cost of

͏Goods Sold

The notional volume of open commodity derivative positions as of December 31, 2022 are as follows (in thousands): 

Exchange Traded (1)

Non-Exchange Traded (2)

Derivative 
Instruments

Net Long & (Short)

Long

(Short)

Unit of Measure

Commodity

accumulated other comprehensive income into income

$ 

(60,261)  $ 

41,629 

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair value hedged inventories

Exchange traded futures designated as hedging instruments

Total amounts of income and expense line items presented in the 

consolidated statement of operations in which the effects of cash flow or 

fair value hedges are recorded

$ 

(60,261)  $ 

47,501 

—   

—   

20,567 

(14,695) 

Futures

Futures

Futures

Futures

Futures

Futures

Futures

Options

Options

Forwards

Forwards

Forwards

Forwards

Forwards

(30,815) 
(5,155)  (4)
(2,856) 

(12,395) 

2,140  (3)
(4,755)  (4)
6,720  (3)

(2,173) 

(459) 

Bushels

Bushels

Gallons

mmBTU

mmBTU

mmBTU

Gallons

Bushels

mmBTU

Bushels

Gallons

Tons

Pounds

mmBTU

Corn

Corn

Ethanol

Natural Gas

Natural Gas

Natural Gas

Natural Gasoline

Corn

Natural Gas

Corn

Ethanol

Distillers Grains

Renewable Corn Oil

Natural Gas

33,919   

— 

5,256   

(245,555) 

66   

—   

(250) 

(29,591) 

21,933   

(2,244) 

Location and Amount of Gain (Loss) 

Recognized in Income on Cash Flow and 

Fair Value Hedging Relationships for the 

Year Ended December 31, 2020

Revenue

Cost of

͏Goods Sold

(1) Notional volume of exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-

adjusted basis.

(2) Notional volume of non-exchange traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-

price and basis contracts, for which only the basis portion of the contract price is fixed.

(3) Notional volume of exchange traded futures used for cash flow hedges.
(4) Notional volume of exchange traded 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 of $4.0 million, $1.1 million, and $3.0 million for the years ended 
December 31, 2022, 2021, and 2020, respectively, on energy trading contracts.

accumulated other comprehensive income into income

$ 

5,538  $ 

(2,115) 

Gain (loss) on cash flow hedging relationships:

Commodity contracts:

Amount of gain (loss) on exchange traded futures reclassified from 

Gain (loss) on fair value hedging relationships:

Commodity contracts:

Fair-value hedged inventories

Exchange traded futures designated as hedging instruments

—   

—   

5,098 

(3,752) 

Total amounts of income and expense line items presented in the 

consolidated statement of operations in which the effects of cash flow or 

fair value hedges are recorded

$ 

5,538  $ 

(769) 

There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the years ended 

December 31, 2022, 2021 and 2020. 

F-29

F-30

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12. DEBT 

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

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

Corporate:
2.25% convertible notes due 2027 (1)
4.00% convertible notes due 2024 (2)
4.125% convertible notes due 2022 (3)
Green Plains SPE LLC:
$125.0 million junior secured mezzanine notes due 2026 (4)
Green Plains Wood River and Green Plains Shenandoah:
$75.0 million delayed draw loan agreement (5)
Green Plains Partners:
$60.0 million term loan (6) (7) 
Other

Total book value of long-term debt

Unamortized debt issuance costs

Less: current maturities of long-term debt

Total long-term debt

December 31,

2022

2021

$ 

230,000  $ 

230,000 

—   

—   

64,000 

34,316 

125,000   

125,000 

74,625   

30,000 

58,969   

15,097   

503,691   

(6,610)   

(1,838)   

$ 

495,243  $ 

60,000 

15,531 

558,847 

(9,556) 

(35,285) 

514,006 

Includes $5.2 million and $6.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. 

(1)
(2) The 2024 notes were converted into shares of common stock of the company and were retired effective July 8, 2022. Includes $1.2 million of 

unamortized debt issuance costs as of December 31, 2021.

(3) The 2022 notes were converted into shares of common stock of the company and settled in cash, and were retired upon maturity effective 

September 1, 2022. Includes $0.1 million of unamortized debt issuance costs as of December 31, 2021. 
Includes $0.7 million and $0.9 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.
Includes $0.3 million of unamortized debt issuance costs as of both December 31, 2022 and 2021.
Includes $0.4 million and $0.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

(4)
(5)
(6)
(7) On February 11, 2022, the term loan was amended to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same 

day, the partnership purchased $1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired 
the notes. 

Scheduled long-term debt repayments excluding the effects of debt issuance costs, are as follows (in thousands):

Year Ending December 31,

2023

2024

2025

2026

2027

Thereafter

Total

$ 

Amount

1,927 

1,922 

1,918 

185,886 

231,910 

80,128 

$ 

503,691 

Green Plains Finance Company, Green Plains Grain and Green Plains Trade:

$350.0 million revolver

Green Plains Commodity Management:

$40.0 million hedge line

Green Plains Trade:

$300.0 million revolver

Green Plains Grain:

$100.0 million revolver

Corporate Activities

December 31,

2022

2021

$ 

115,000  $ 

— 

22,678   

16,210 

—   

137,208 

—   

20,000 

$ 

137,678  $ 

173,418 

In March 2021, the company issued an aggregate $230.0 million of 2.25% convertible senior notes due in 2027, or the 

2.25% notes. The 2.25% notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year, 

beginning September 15, 2021, and mature on March 15, 2027. The 2.25% notes are senior, unsecured obligations of the 

company. The 2.25% notes are convertible, at the option of the holders, into consideration consisting of, at the company’s 

election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional 

shares). However, before September 15, 2026, the 2.25% notes will not be convertible unless certain conditions are satisfied. 

The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes 

(equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing 

an approximately 37.5% premium over the offering price of the company’s common stock. The conversion rate is subject to 

adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the 

issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may 

be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, 

including the company’s calling the 2.25% notes for redemption.

On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, 

of the 2.25% notes if the last reported sale price of the company’s common stock equals or exceeds 140% of the applicable 

conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day 

immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the 

date of the redemption notice. The redemption price will equal 100% of the principal amount of the 2.25% notes to be 

redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a 

“fundamental change” (as defined in the indenture for the 2.25% notes), holders of the 2.25% notes will have the right, at 

their option, to require the company to repurchase their 2.25% notes for cash at a price equal to 100% of the principal amount 

of the 2.25% notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase 

date.

During June 2019, the company issued an aggregate $115.0 million of 4.00% convertible senior notes due in 2024, or the 

4.00% notes. The 4.00% notes were senior, unsecured obligations of the company, with interest payable on January 1 and 

July 1 of each year, beginning January 1, 2020, at a rate of 4.00% per annum. The 4.00% notes were convertible, at the option 

of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a 

combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day 

immediately preceding the maturity date. The initial conversion rate was 64.1540 shares of common stock per $1,000 of 

principal, which was equal to a conversion price of approximately $15.59 per share. The company increased the final 

conversion rate to 66.4178 in connection with the company's calling the 4.00% notes for redemption on May 25, 2022.  

During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the company’s 

4.00% notes. Under this agreement, 3.6 million shares of the company’s common stock were exchanged for $51.0 million in 

aggregate principal amount of the 4.00% notes. Common stock held as treasury shares were exchanged for the 4.00% notes. 

Pursuant to the guidance within ASC 470, Debt, the company recorded a loss of $9.5 million which was recorded as a charge 

to interest expense in the consolidated financial statements during the year ended December 31, 2021, of which $1.2 million 

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12. DEBT 

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

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

Corporate:

2.25% convertible notes due 2027 (1)

4.00% convertible notes due 2024 (2)

4.125% convertible notes due 2022 (3)

Green Plains SPE LLC:

$125.0 million junior secured mezzanine notes due 2026 (4)

Green Plains Wood River and Green Plains Shenandoah:

$75.0 million delayed draw loan agreement (5)

Green Plains Partners:

$60.0 million term loan (6) (7) 

Other

Total book value of long-term debt

Unamortized debt issuance costs

Less: current maturities of long-term debt

Total long-term debt

December 31,

2022

2021

$ 

230,000  $ 

230,000 

—   

—   

64,000 

34,316 

125,000   

125,000 

74,625   

30,000 

58,969   

15,097   

503,691   

(6,610)   

(1,838)   

$ 

495,243  $ 

60,000 

15,531 

558,847 

(9,556) 

(35,285) 

514,006 

Amount

$ 

1,927 

1,922 

1,918 

185,886 

231,910 

80,128 

$ 

503,691 

(1)

Includes $5.2 million and $6.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. 

(2) The 2024 notes were converted into shares of common stock of the company and were retired effective July 8, 2022. Includes $1.2 million of 

unamortized debt issuance costs as of December 31, 2021.

(3) The 2022 notes were converted into shares of common stock of the company and settled in cash, and were retired upon maturity effective 

September 1, 2022. Includes $0.1 million of unamortized debt issuance costs as of December 31, 2021. 

Includes $0.7 million and $0.9 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

Includes $0.3 million of unamortized debt issuance costs as of both December 31, 2022 and 2021.

Includes $0.4 million and $0.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

(4)

(5)

(6)

(7) On February 11, 2022, the term loan was amended to allow Green Plains Partners and its affiliates to repurchase outstanding notes. On the same 

day, the partnership purchased $1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired 

the notes. 

Scheduled long-term debt repayments excluding the effects of debt issuance costs, are as follows (in thousands):

Year Ending December 31,

2023

2024

2025

2026

2027

Thereafter

Total

Green Plains Finance Company, Green Plains Grain and Green Plains Trade:

$350.0 million revolver

Green Plains Commodity Management:

$40.0 million hedge line

Green Plains Trade:

$300.0 million revolver

Green Plains Grain:

$100.0 million revolver

Corporate Activities

December 31,

2022

2021

$ 

115,000  $ 

— 

22,678   

16,210 

—   

137,208 

—   
137,678  $ 

20,000 
173,418 

$ 

In March 2021, the company issued an aggregate $230.0 million of 2.25% convertible senior notes due in 2027, or the 
2.25% notes. The 2.25% notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year, 
beginning September 15, 2021, and mature on March 15, 2027. The 2.25% notes are senior, unsecured obligations of the 
company. The 2.25% notes are convertible, at the option of the holders, into consideration consisting of, at the company’s 
election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional 
shares). However, before September 15, 2026, the 2.25% notes will not be convertible unless certain conditions are satisfied. 
The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25% notes 
(equivalent to an initial conversion price of approximately $31.62 per share of the company’s common stock), representing 
an approximately 37.5% premium over the offering price of the company’s common stock. The conversion rate is subject to 
adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the 
issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may 
be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, 
including the company’s calling the 2.25% notes for redemption.

On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, 

of the 2.25% notes if the last reported sale price of the company’s common stock equals or exceeds 140% of the applicable 
conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day 
immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the 
date of the redemption notice. The redemption price will equal 100% of the principal amount of the 2.25% notes to be 
redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a 
“fundamental change” (as defined in the indenture for the 2.25% notes), holders of the 2.25% notes will have the right, at 
their option, to require the company to repurchase their 2.25% notes for cash at a price equal to 100% of the principal amount 
of the 2.25% notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase 
date.

During June 2019, the company issued an aggregate $115.0 million of 4.00% convertible senior notes due in 2024, or the 

4.00% notes. The 4.00% notes were senior, unsecured obligations of the company, with interest payable on January 1 and 
July 1 of each year, beginning January 1, 2020, at a rate of 4.00% per annum. The 4.00% notes were convertible, at the option 
of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a 
combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day 
immediately preceding the maturity date. The initial conversion rate was 64.1540 shares of common stock per $1,000 of 
principal, which was equal to a conversion price of approximately $15.59 per share. The company increased the final 
conversion rate to 66.4178 in connection with the company's calling the 4.00% notes for redemption on May 25, 2022.  

During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the company’s 
4.00% notes. Under this agreement, 3.6 million shares of the company’s common stock were exchanged for $51.0 million in 
aggregate principal amount of the 4.00% notes. Common stock held as treasury shares were exchanged for the 4.00% notes. 
Pursuant to the guidance within ASC 470, Debt, the company recorded a loss of $9.5 million which was recorded as a charge 
to interest expense in the consolidated financial statements during the year ended December 31, 2021, of which $1.2 million 

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was related to unamortized debt issuance costs. 

On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00% notes, totaling an 

aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 1,000 of 
principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into 
approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% 
notes. Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion. The 4.00% 
notes were retired effective July 8, 2022.

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 were senior, unsecured obligations of the company, with interest payable on March 1 and September 
1 of each year. The notes were convertible at the Holder's option. The initial conversion rate was 35.7143 shares of common 
stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share. The conversion rate 
was subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or 
stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a 
tender or exchange offering.

In March 2021, concurrent with the issuance of the 2.25% notes, the company used approximately $156.5 million of the 
net proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of the 4.125% notes, 
in privately negotiated transactions. Pursuant to the guidance within ASC 470, Debt, the company recorded a loss upon 
extinguishment of $22.1 million in interest expense. This charge included $1.2 million of unamortized debt issuance costs 
related to the principal balance extinguished.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders 

of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million 
shares of the company's common stock. Pursuant to the guidance within ASC 470, Debt, the company recorded the 
exchanges as a conversion and recorded a loss of $419 thousand, which was recorded as a charge to interest expense in the 
consolidated financial statements during the year ended December 31, 2022. Additionally, on September 1, 2022, 
approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of  $1.7 
million in cash and approximately 15 thousand shares of the company's common stock. The remaining $23 thousand 
aggregate principal amount and accrued interest were settled in cash. The 4.125% notes were fully retired effective 
September 1, 2022.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains 

Obion and Green Plains Mount Vernon, issued $125.0 million of junior secured mezzanine notes due 2026 (the “Junior 
Notes”) with BlackRock, a holder of a portion of the company’s common stock, for the purchase of all notes issued.

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the 

real property owned by Green Plains Obion and Green Plains Mount Vernon. The proceeds of the Junior Notes will be used 
to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior 
Notes accrue interest at an annual rate of 11.75%. However, subject to the satisfaction of certain conditions, the Green Plains 
SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00% per annum plus an amount equal to 
interest accruing at a rate of 6.75% per annum to be paid in kind. The entire outstanding principal balance, plus any accrued 
and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants 
regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or 
refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the 
company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event 
of default. Funds associated with the Junior Notes are administered by a trustee and a portion are included in the balance of 
restricted cash as of December 31, 2022. At December 31, 2022, the interest rate on the loan was 11.75%.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the 
company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC. The $75.0 million delayed 
draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah 
facilities. The proceeds from the loan were used to add MSCTM technology at the Wood River and Shenandoah facilities as 
well as other capital expenditures. 

The delayed draw loan bears interest at a fixed rate of 5.02%, plus an interest rate premium of 1.5% until the loan is fully 

drawn. The remaining availability was drawn in the first quarter of 2022. Beginning in the second quarter of 2022, the 

interest rate premium may be adjusted quarterly from 0.00% to 1.50% based on the leverage ratio of total funded debt to 

EBITDA of Wood River and Shenandoah. Principal payments of $1.5 million per year begin 24 months from the closing 

date. Prepayments are prohibited until September 2024. Financial covenants of the delayed draw loan agreement include a 

minimum loan to value ratio of 50%, a minimum fixed charge coverage ratio of 1.25x, a total debt service reserve of six 

months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than 

$0.10 per gallon of nameplate capacity or $95.8 million. The loan is guaranteed by the company and has certain limitations 

on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to 

such action, there will not exist any event of default. At December 31, 2022, the interest rate on the loan was 5.02%.

The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of 

debt financing. 

Agribusiness and Energy Services Segment

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the 

“Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-

year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a 

group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain 

and Green Plains Trade. The Facility matures on March 25, 2027. 

The Facility includes revolving commitments totaling $350.0 million and an accordion feature whereby amounts 

available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain 

conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the 

outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on 

undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus 

the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion 

of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. Additionally, the 

applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10% and 0.025%, respectively, 

tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable 

incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable 

ingredients.

The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be 

calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral 

coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall 

not be greater than 0.60 to 1.00. 

The Facility also includes customary events of default, including without limitation, failure to make required payments 

of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other 

certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At 

December 31, 2022, the interest rate on the facility was 8.02%. 

Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility which matures April 

2023, to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to SOFR plus 

1.75%. At December 31, 2022, the interest rate on the facility was 6.05%.

Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has 

accounted for the agreements as short-term notes, rather than revenues, and has elected the fair value option to offset 

fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company 

had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2022.

Partnership Segment

Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership 

purposes. On July 20, 2021, the prior credit facility was amended decreasing the total amount available to $60.0 million, 

extending the maturity to July 20, 2026, and converting the credit facility to a term loan. Under the terms of the amended 

agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders. Interest on the 

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was related to unamortized debt issuance costs. 

On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00% notes, totaling an 

aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common stock per 1,000 of 

principal. From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into 

approximately 4.3 million shares of common stock. Common stock held as treasury shares were exchanged for the 4.00% 

notes. Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion. The 4.00% 

notes were retired effective July 8, 2022.

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 were senior, unsecured obligations of the company, with interest payable on March 1 and September 

1 of each year. The notes were convertible at the Holder's option. The initial conversion rate was 35.7143 shares of common 

The delayed draw loan bears interest at a fixed rate of 5.02%, plus an interest rate premium of 1.5% until the loan is fully 

drawn. The remaining availability was drawn in the first quarter of 2022. Beginning in the second quarter of 2022, the 
interest rate premium may be adjusted quarterly from 0.00% to 1.50% based on the leverage ratio of total funded debt to 
EBITDA of Wood River and Shenandoah. Principal payments of $1.5 million per year begin 24 months from the closing 
date. Prepayments are prohibited until September 2024. Financial covenants of the delayed draw loan agreement include a 
minimum loan to value ratio of 50%, a minimum fixed charge coverage ratio of 1.25x, a total debt service reserve of six 
months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than 
$0.10 per gallon of nameplate capacity or $95.8 million. The loan is guaranteed by the company and has certain limitations 
on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to 
such action, there will not exist any event of default. At December 31, 2022, the interest rate on the loan was 5.02%.

The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of 

stock per $1,000 of principal, which was equal to a conversion price of approximately $28.00 per share. The conversion rate 

debt financing. 

was subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or 

stock split; the issuance of additional rights, options and warrants; spinoffs; the event of a cash dividend or distribution; or a 

Agribusiness and Energy Services Segment

tender or exchange offering.

In March 2021, concurrent with the issuance of the 2.25% notes, the company used approximately $156.5 million of the 

net proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of the 4.125% notes, 

in privately negotiated transactions. Pursuant to the guidance within ASC 470, Debt, the company recorded a loss upon 

extinguishment of $22.1 million in interest expense. This charge included $1.2 million of unamortized debt issuance costs 

related to the principal balance extinguished.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders 

of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million 

shares of the company's common stock. Pursuant to the guidance within ASC 470, Debt, the company recorded the 

exchanges as a conversion and recorded a loss of $419 thousand, which was recorded as a charge to interest expense in the 

consolidated financial statements during the year ended December 31, 2022. Additionally, on September 1, 2022, 

approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of  $1.7 

million in cash and approximately 15 thousand shares of the company's common stock. The remaining $23 thousand 

aggregate principal amount and accrued interest were settled in cash. The 4.125% notes were fully retired effective 

September 1, 2022.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains 

Obion and Green Plains Mount Vernon, issued $125.0 million of junior secured mezzanine notes due 2026 (the “Junior 

Notes”) with BlackRock, a holder of a portion of the company’s common stock, for the purchase of all notes issued.

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the 

real property owned by Green Plains Obion and Green Plains Mount Vernon. The proceeds of the Junior Notes will be used 

to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior 

Notes accrue interest at an annual rate of 11.75%. However, subject to the satisfaction of certain conditions, the Green Plains 

SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00% per annum plus an amount equal to 

interest accruing at a rate of 6.75% per annum to be paid in kind. The entire outstanding principal balance, plus any accrued 

and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants 

regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or 

refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the 

company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event 

of default. Funds associated with the Junior Notes are administered by a trustee and a portion are included in the balance of 

restricted cash as of December 31, 2022. At December 31, 2022, the interest rate on the loan was 11.75%.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the 

company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC. The $75.0 million delayed 

draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah 

facilities. The proceeds from the loan were used to add MSCTM technology at the Wood River and Shenandoah facilities as 

well as other capital expenditures. 

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the 
“Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-
year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a 
group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain 
and Green Plains Trade. The Facility matures on March 25, 2027. 

The Facility includes revolving commitments totaling $350.0 million and an accordion feature whereby amounts 

available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain 
conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the 
outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on 
undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus 
the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion 
of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. Additionally, the 
applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10% and 0.025%, respectively, 
tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable 
incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable 
ingredients.

The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be 

calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral 
coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall 
not be greater than 0.60 to 1.00. 

The Facility also includes customary events of default, including without limitation, failure to make required payments 
of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other 
certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At 
December 31, 2022, the interest rate on the facility was 8.02%. 

Green Plains Commodity Management has an uncommitted $40.0 million revolving credit facility which matures April 
2023, to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to SOFR plus 
1.75%. At December 31, 2022, the interest rate on the facility was 6.05%.

Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has 
accounted for the agreements as short-term notes, rather than revenues, and has elected the fair value option to offset 
fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company 
had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2022.

Partnership Segment

Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership 
purposes. On July 20, 2021, the prior credit facility was amended decreasing the total amount available to $60.0 million, 
extending the maturity to July 20, 2026, and converting the credit facility to a term loan. Under the terms of the amended 
agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders. Interest on the 

F-33

F-34

amended term loan is based on 3-month LIBOR plus 8.00%, with a 0%. LIBOR floor. Interest is payable on the 15th day of 
each March, June, September and December during the term with the first interest payment being September 15, 2021. The 
amended term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million 
per quarter beginning twelve months after the closing date. On February 11, 2022, the amended loan was modified to allow 
Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 
million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes. 

grant date if fully vested or over the requisite vesting period. 

•

Deferred Stock Units – Deferred stock units may be granted to directors and employees that vest immediately or 

over a period of time as determined by the compensation committee. Deferred stock units granted to date vest over a 

period of time with underlying shares of common stock that are issuable after the vesting date. Compensation 

expense is recognized on the grant date if fully vested, or over the requisite vesting period. 

The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the 

•

Performance Share Awards – Performance share awards may be granted to directors and employees that cliff-vest 

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 any agreements with Green Plains Trade, 
(iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal 
property and (iv) substantially all of the partnership’s real property and material leases of real property. The terms impose 
affirmative and negative covenants, including restrictions on 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 term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a 
minimum consolidated debt service coverage ratio, each of which is calculated on a pro forma basis with respect to 
acquisitions and divestitures occurring during the applicable period. The maximum consolidated leverage ratio required, as of 
the end of any fiscal quarter, is no more than 2.50x. The minimum debt service coverage ratio required, as of the end of any 
fiscal quarter, is no less 1.10x. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum 
of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by 
taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital 
expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus 
consolidated scheduled funded debt payments for such period.

Under the amended terms of the loan, the partnership has no restrictions on the amount of quarterly distribution 

payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) 
the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of 
the distribution. The term loan is not guaranteed by the company. At December 31, 2022, the interest rate on the term loan 
was 12.77%.

Covenant Compliance

The company was in compliance with its debt covenants as of December 31, 2022.

Restricted Net Assets

At December 31, 2022, there were approximately $117.1 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.

13. STOCK-BASED COMPENSATION

On May 6, 2020, the shareholders of the company approved the 2019 Equity Incentive Plan which granted an additional 

1.6 million shares of common stock for stock-based compensation. All shares remaining under the 2009 Equity Incentive 
Plan rolled into the 2019 Equity Incentive Plan effective May 6, 2020. The 2019 Equity Inventive Plan reserves 5.7 million 
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 
share awards, 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.

Grants under the equity incentive plans may include stock options, stock awards, performance share awards or deferred 

stock units:

•

Restricted Stock Awards – Restricted stock awards may be granted to directors and employees that vest immediately 
or over a period of time as determined by the compensation committee. Stock awards granted to date vested 
immediately and over a period of time, and included sale restrictions. Compensation expense is recognized on the 

after a period of time as determined by the compensation committee. Performance share awards granted to date cliff-

vest after a period of time, and included sale restrictions. Compensation expense is recognized over the requisite 

vesting period. 

•

Stock Options – Stock options may be granted that can be exercised immediately in installments or at a fixed future 

date. Certain options are exercisable regardless of employment status while others expire following termination. 

Options issued to date could have been exercised immediately or at future vesting dates, and expired five years to 

eight years after the grant date. Compensation expense for stock options that vest over time is recognized on a 

straight-line basis over the requisite service period. 

Restricted Stock Awards and Deferred Stock Units

The non-vested restricted stock award and deferred stock unit activity for the year ended December 31, 2022 are as 

follows:

Granted

Forfeited

Vested

Non-Vested at December 31, 2021

Non-Vested at December 31, 2022

Performance Share Awards

Non-Vested

͏Shares and

͏Deferred

͏Stock Units

Weighted-

͏Average 

Grant-

Weighted-

Average

͏Remaining

͏Date Fair 

͏Vesting Term

Value

͏(in years)

793,337 $ 

303,099  

(6,547)

(276,856)

813,033 $ 

14.64 

30.13 

20.23 

15.79 

19.98 

1.8

On March 14, 2022, February 18, 2021 and March 18, 2020, the board of directors granted performance shares to be 

awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of 

achievement of certain performance goals, including the incremental value achieved from the company’s high-protein 

initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2022, 2021 and 2020 do 

not contain market-based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target 

of 100%, but each performance share will reduce or increase depending on results for the performance period. If the company 

achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2022, 2021 

and 2020 awards are 1,210,935 performance shares which represents approximately 251% of the 482,811 performance shares 

which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual 

performance targets achieved at the end of the performance period.

On February 19, 2019, the board of directors granted performance shares to be awarded in the form of common stock to 

certain participants of the plan. The performance shares were granted at a target of 100%, but each performance share was 

reduced or increased depending on results for the performance period for the company's average return on net assets, and the 

company’s total shareholder return relative to that of the company's performance peer group. On February 19, 2022, based on 

the criteria discussed above, the 74,967 2019 performance shares vested at 150%, which resulted in the issuance of 112,450 

shares of common stock.

F-35

F-36

 
 
amended term loan is based on 3-month LIBOR plus 8.00%, with a 0%. LIBOR floor. Interest is payable on the 15th day of 

each March, June, September and December during the term with the first interest payment being September 15, 2021. The 

amended term loan does not require any principal payments; however, the partnership has the option to prepay $1.5 million 

per quarter beginning twelve months after the closing date. On February 11, 2022, the amended loan was modified to allow 

Green Plains Partners and its affiliates to repurchase outstanding notes. On the same day, the partnership purchased $1.0 

million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes. 

The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests 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 any agreements with Green Plains Trade, 

(iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal 

property and (iv) substantially all of the partnership’s real property and material leases of real property. The terms impose 

affirmative and negative covenants, including restrictions on 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 term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a 

minimum consolidated debt service coverage ratio, each of which is calculated on a pro forma basis with respect to 

acquisitions and divestitures occurring during the applicable period. The maximum consolidated leverage ratio required, as of 

the end of any fiscal quarter, is no more than 2.50x. The minimum debt service coverage ratio required, as of the end of any 

of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by 

taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital 

expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus 

consolidated scheduled funded debt payments for such period.

Under the amended terms of the loan, the partnership has no restrictions on the amount of quarterly distribution 

payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) 

the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of 

the distribution. The term loan is not guaranteed by the company. At December 31, 2022, the interest rate on the term loan 

was 12.77%.

Covenant Compliance

Restricted Net Assets

The company was in compliance with its debt covenants as of December 31, 2022.

At December 31, 2022, there were approximately $117.1 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.

13. STOCK-BASED COMPENSATION

On May 6, 2020, the shareholders of the company approved the 2019 Equity Incentive Plan which granted an additional 

1.6 million shares of common stock for stock-based compensation. All shares remaining under the 2009 Equity Incentive 

Plan rolled into the 2019 Equity Incentive Plan effective May 6, 2020. The 2019 Equity Inventive Plan reserves 5.7 million 

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 

share awards, 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.

Grants under the equity incentive plans may include stock options, stock awards, performance share awards or deferred 

stock units:

•

Restricted Stock Awards – Restricted stock awards may be granted to directors and employees that vest immediately 

or over a period of time as determined by the compensation committee. Stock awards granted to date vested 

immediately and over a period of time, and included sale restrictions. Compensation expense is recognized on the 

grant date if fully vested or over the requisite vesting period. 

•

•

•

Deferred Stock Units – Deferred stock units may be granted to directors and employees that vest immediately or 
over a period of time as determined by the compensation committee. Deferred stock units granted to date vest over a 
period of time with underlying shares of common stock that are issuable after the vesting date. Compensation 
expense is recognized on the grant date if fully vested, or over the requisite vesting period. 

Performance Share Awards – Performance share awards may be granted to directors and employees that cliff-vest 
after a period of time as determined by the compensation committee. Performance share awards granted to date cliff-
vest after a period of time, and included sale restrictions. Compensation expense is recognized over the requisite 
vesting period. 

Stock Options – Stock options may be granted that can be exercised immediately in installments or at a fixed future 
date. Certain options are exercisable regardless of employment status while others expire following termination. 
Options issued to date could have been exercised immediately or at future vesting dates, and expired five years to 
eight years after the grant date. Compensation expense for stock options that vest over time is recognized on a 
straight-line basis over the requisite service period. 

fiscal quarter, is no less 1.10x. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum 

Restricted Stock Awards and Deferred Stock Units

The non-vested restricted stock award and deferred stock unit activity for the year ended December 31, 2022 are as 

follows:

Non-Vested at December 31, 2021

Granted

Forfeited

Vested

Non-Vested at December 31, 2022

Performance Share Awards

Non-Vested
͏Shares and
͏Deferred
͏Stock Units

Weighted-
͏Average 
Grant-
͏Date Fair 
Value

Weighted-
Average
͏Remaining
͏Vesting Term
͏(in years)

793,337 $ 

303,099  

(6,547)

(276,856)

813,033 $ 

14.64 

30.13 

20.23 

15.79 

19.98 

1.8

On March 14, 2022, February 18, 2021 and March 18, 2020, the board of directors granted performance shares to be 
awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of 
achievement of certain performance goals, including the incremental value achieved from the company’s high-protein 
initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2022, 2021 and 2020 do 
not contain market-based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target 
of 100%, but each performance share will reduce or increase depending on results for the performance period. If the company 
achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2022, 2021 
and 2020 awards are 1,210,935 performance shares which represents approximately 251% of the 482,811 performance shares 
which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual 
performance targets achieved at the end of the performance period.

On February 19, 2019, the board of directors granted performance shares to be awarded in the form of common stock to 

certain participants of the plan. The performance shares were granted at a target of 100%, but each performance share was 
reduced or increased depending on results for the performance period for the company's average return on net assets, and the 
company’s total shareholder return relative to that of the company's performance peer group. On February 19, 2022, based on 
the criteria discussed above, the 74,967 2019 performance shares vested at 150%, which resulted in the issuance of 112,450 
shares of common stock.

F-35

F-36

 
 
The non-vested performance share award activity for the year ended December 31, 2022 is as follows:

14. EARNINGS PER SHARE 

Non-Vested at December 31, 2021

Granted

Forfeited

Vested

Non-Vested at December 31, 2022

Stock Options

Weighted-
͏Average 
Grant-
͏Date Fair 
Value

Weighted-
Average
͏Remaining
͏Vesting Term
͏(in years)

Performance
͏Shares

486,155  $ 

146,589   

(74,966)   

(74,967)   

482,811  $ 

13.93 

29.47 

15.34 

15.28 

18.22 

1.9

The fair value of the stock options is estimated on the date of the grant using the Black-Scholes option-pricing model, a 
pricing model acceptable under GAAP. The expected life of the options is the period of time the options are expected to be 
outstanding. The company did not grant any stock option awards during the years ended December 31, 2022, 2021 and 2020. 

Green Plains Partners

Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its 
general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors 
to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of 
options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, 
profit 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 year ended December 31, 2022, are as follows:

Non-Vested at December 31, 2021

Granted

Vested

Non-Vested at December 31, 2022

Stock-Based and Unit-Based Compensation Expense 

Weighted-
͏ Average 
͏ Grant-Date 
͏Fair Value

Weighted-
Average
͏Remaining
͏Vesting Term
͏(in years)

Non-Vested 
Units

19,482 $ 

19,707  

(19,482)

19,707 $ 

12.32 

12.18 

12.32 

12.18 

0.5

Compensation costs for stock-based and unit-based payment plans during the years ended December 31, 2022, 2021 and 
2020, were approximately $9.1 million, $6.1 million and $7.9 million, respectively. At December 31, 2022, there was $13.7 
million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. 
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 20.0% of these expenses. 

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 company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest 

expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during 

the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common 

shares and the effect of any outstanding dilutive securities.

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

EPS - basic and diluted

Net loss attributable to Green Plains

Weighted average shares outstanding - basic and diluted

EPS - basic and diluted

Year Ended December 31,

2022

2021

2020

$ 

(127,218)  $ 

(65,992)  $ 

(108,775) 

55,541 

46,652 

34,631 

$ 

(2.29)  $ 

(1.41)  $ 

(3.14) 

Anti-dilutive weighted-average convertible debt and stock-based 

compensation (1)

8,556 

12,952 

14,089 

(1) The effect related to the company's convertible debt, warrants and certain stock-based compensation award has been excluded from diluted EPS 

for the periods presented as the inclusion of these shares would have been antidilutive.

15. STOCKHOLDERS’ EQUITY

Adoption of ASC 470-20

On January 1, 2021, the company adopted the amended guidance in ASC 470-20, using the modified retrospective 

method of transition. The adoption of this guidance resulted in a $49.5 million decrease in additional paid-in capital, an $11.4 

million increase in retained earnings and a $38.1 million increase in long-term debt, which included a $39.4 million increase 

in debt principal offset by a $1.3 million increase in debt issuance costs, resulting from amounts previously bifurcated to 

equity being reclassified to debt.

Upon adoption of amended guidance in ASC 470-20, the company reversed the remaining deferred tax liability of $9.2 

million associated to the equity portion of previously issued convertible debt. As the company had recorded a full valuation 

allowance against its deferred tax assets, the reversal of the $9.2 million deferred tax liability would require an increase to the 

existing valuation allowance by the same amount, which would normally be recorded through current income tax expense. 

However, because the change in the deferred tax liability is directly linked to the adoption of ASC 470-20, which is 

accounted for as a cumulative effect adjustment, the required increase to the valuation allowance was recorded as part of the 

cumulative adjustment to stockholders’ equity and had no effect on the income statement. 

Public Offerings of Common Stock

On March 1, 2021, the company completed an offering of 8,751,500 shares of our common stock, par value $0.001 per 

share, in a public offering at a price of $23.00 per share (the “March Common Stock Offering”). The March Common Stock 

Offering resulted in net proceeds of $191.1 million, after deducting underwriting discounts and commissions and the 

company’s offering expenses.

On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $0.001 per 

share, in a public offering at a price of $32.00 per share (the “August Common Stock Offering”). The August Common Stock 

Offering resulted in net proceeds of $164.9 million, after deducting underwriting discounts and commissions and the 

company’s offering expenses.

F-37

F-38

 
 
 
 
 
 
 
 
 
 
 
 
Weighted-

͏Average 

Grant-

Weighted-

Average

͏Remaining

Performance

͏Date Fair 

͏Vesting Term

͏Shares

Value

͏(in years)

486,155  $ 

146,589   

(74,966)   

(74,967)   

482,811  $ 

13.93 

29.47 

15.34 

15.28 

18.22 

1.9

Non-Vested at December 31, 2021

Granted

Forfeited

Vested

Stock Options

Non-Vested at December 31, 2022

Green Plains Partners

The fair value of the stock options is estimated on the date of the grant using the Black-Scholes option-pricing model, a 

pricing model acceptable under GAAP. The expected life of the options is the period of time the options are expected to be 

outstanding. The company did not grant any stock option awards during the years ended December 31, 2022, 2021 and 2020. 

Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its 

general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors 

to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of 

options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, 

profit 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 year ended December 31, 2022, are as follows:

Weighted-

͏ Average 

Weighted-

Average

͏Remaining

Non-Vested 

͏ Grant-Date 

͏Vesting Term

Units

͏Fair Value

͏(in years)

19,482 $ 

19,707  

(19,482)

19,707 $ 

12.32 

12.18 

12.32 

12.18 

0.5

Non-Vested at December 31, 2021

Granted

Vested

Non-Vested at December 31, 2022

Stock-Based and Unit-Based Compensation Expense 

Compensation costs for stock-based and unit-based payment plans during the years ended December 31, 2022, 2021 and 

2020, were approximately $9.1 million, $6.1 million and $7.9 million, respectively. At December 31, 2022, there was $13.7 

million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. 

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 20.0% of these expenses. 

The non-vested performance share award activity for the year ended December 31, 2022 is as follows:

14. 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 company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest 
expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during 
the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common 
shares and the effect of any outstanding dilutive securities.

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

Year Ended December 31,
2021

2022

2020

EPS - basic and diluted

Net loss attributable to Green Plains

Weighted average shares outstanding - basic and diluted

EPS - basic and diluted

$ 

(127,218)  $ 

55,541 

(65,992)  $ 
46,652 

(108,775) 

34,631 

$ 

(2.29)  $ 

(1.41)  $ 

(3.14) 

Anti-dilutive weighted-average convertible debt and stock-based 
compensation (1)

8,556 

12,952 

14,089 

(1) The effect related to the company's convertible debt, warrants and certain stock-based compensation award has been excluded from diluted EPS 

for the periods presented as the inclusion of these shares would have been antidilutive.

15. STOCKHOLDERS’ EQUITY

Adoption of ASC 470-20

On January 1, 2021, the company adopted the amended guidance in ASC 470-20, using the modified retrospective 
method of transition. The adoption of this guidance resulted in a $49.5 million decrease in additional paid-in capital, an $11.4 
million increase in retained earnings and a $38.1 million increase in long-term debt, which included a $39.4 million increase 
in debt principal offset by a $1.3 million increase in debt issuance costs, resulting from amounts previously bifurcated to 
equity being reclassified to debt.

Upon adoption of amended guidance in ASC 470-20, the company reversed the remaining deferred tax liability of $9.2 
million associated to the equity portion of previously issued convertible debt. As the company had recorded a full valuation 
allowance against its deferred tax assets, the reversal of the $9.2 million deferred tax liability would require an increase to the 
existing valuation allowance by the same amount, which would normally be recorded through current income tax expense. 
However, because the change in the deferred tax liability is directly linked to the adoption of ASC 470-20, which is 
accounted for as a cumulative effect adjustment, the required increase to the valuation allowance was recorded as part of the 
cumulative adjustment to stockholders’ equity and had no effect on the income statement. 

Public Offerings of Common Stock

On March 1, 2021, the company completed an offering of 8,751,500 shares of our common stock, par value $0.001 per 
share, in a public offering at a price of $23.00 per share (the “March Common Stock Offering”). The March Common Stock 
Offering resulted in net proceeds of $191.1 million, after deducting underwriting discounts and commissions and the 
company’s offering expenses.

On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $0.001 per 

share, in a public offering at a price of $32.00 per share (the “August Common Stock Offering”). The August Common Stock 
Offering resulted in net proceeds of $164.9 million, after deducting underwriting discounts and commissions and the 
company’s offering expenses.

F-37

F-38

 
 
 
 
 
 
 
 
 
 
 
 
Warrants

During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to 
purchase shares of its common stock. The company measures the fair value of the warrants using the Black-Scholes option 
pricing model as of the issuance date. Exercisable warrants are equity based and recorded as a reduction in additional paid-in 
capital. 

reserves established by the general partner of the partnership plus all or any portion of the cash on hand resulting from 

working capital borrowings made subsequent to the end of that quarter. On January 19, 2023, the board of directors of the 

general partner of the partnership declared a cash distribution of $0.455 per unit on outstanding common units. The 

distribution is payable on February 10, 2023 to unitholders of record at the close of business on February 3, 2023. 

Accumulated Other Comprehensive Income (Loss)

The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 

Changes in accumulated other comprehensive income (loss) are associated primarily with gains and losses on derivative 

2,275,000 are exercisable, treated as equity based awards and recorded as a reduction in additional paid-in capital. The 
remaining 275,000 warrants, of which 111,111 are exercisable as a result of achieving certain earn-out provisions and 
163,889 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the 
company’s stock price. These warrants could potentially dilute basic earnings per share in future periods. The exercise price 
of the warrants is $22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 
warrants and April 28, 2026 for 2,000,000 warrants.

Convertible Note Exchange

On May 18, 2021, the company closed on a privately negotiated exchange agreement with certain noteholders of the 

company’s 4.00% notes, pursuant to which the noteholders agreed to exchange $51.0 million in aggregate principal for 3.6 
million shares of the company’s common stock at an implied price of $26.80.

On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00% Convertible Senior 
Notes due 2024, totaling an aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common 
stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00% convertible notes were 
converted into approximately 4.3 million shares of common stock.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders 
of the 4.125% Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for 
approximately 1.2 million shares of the company's common stock. Additionally, on September 1, 2022, approximately 
$1.7 million aggregate principal amount was settled through a combination of $1.7 million in cash and approximately 
15 thousand shares of the company's common stock.

Treasury Stock

16. INCOME TAXES

The company holds 2.8 million shares of its common stock at a cost of $31.2 million. Treasury stock is recorded at cost 

and reduces stockholders’ equity in the consolidated balance sheets. When shares are reissued, the company will use the 
weighted average cost method for determining the cost basis. The difference between the cost and the issuance price is added 
or deducted from additional paid-in capital.

Share Repurchase Program

The company’s board of directors authorized a share repurchase program of up to $200.0 million. Under the program, the 

company 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 its 
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. The company did not repurchase any shares of common stock 
during 2022 or 2021. The company repurchased 0.9 million shares of common stock for approximately $11.5 million during 
2020. Since inception, the company has repurchased 7.4 million shares of common stock for approximately $92.8 million 
under the program.

Dividends and Distributions

On June 18, 2019, the company's board of directors suspended its future quarterly cash dividend following the June 14, 
2019 dividend payment, in order to retain and redirect cash flow to the company’s operating expense equalization plan, the 
deployment of high-protein technology, its stock repurchase program and for other corporate purposes. 

For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement provides 

for a quarterly distribution to be paid within 45 days after the end of the quarter, provided the partnership has sufficient 
available cash. Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash 

financial instruments. Amounts reclassified from accumulated other comprehensive income (loss) are as follows (in 

thousands):

Year Ended December 31,

2022

2021

2020

Statements of 

Operations

Classification

$ 

3,347  $ 

(60,261)  $ 

(5,753)   

(2,406)   

(578)   

41,629 

(18,632)   

(4,540)   

5,538 

(2,115) 

3,423 

857 

(1)

(2)

(3)

(4)

$ 

(1,828)  $ 

(14,092)  $ 

2,566 

Gains (losses) on cash flow hedges:

Commodity derivatives

Commodity derivatives

Total gains (losses) on cash flow hedges

Income tax expense (benefit)

Amounts reclassified from accumulated other 

comprehensive income (loss)

(1) Revenues

(2) Costs of goods sold

(3) Loss before income taxes and income from equity method investees

(4)

Income tax benefit (expense)

At December 31, 2022 and 2021, the company’s consolidated balance sheets reflected unrealized losses of $26.6 million 

and $12.3 million, net of tax, in accumulated other comprehensive loss, respectively.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for 

the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their 

respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured 

using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or 

settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period 

that includes the enactment date. A valuation allowance is recorded by the company when it is more likely than not that some 

portion or all of a deferred tax asset will not be realized.

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 such income taxes 

on pretax income or loss attributable to the noncontrolling interest in the partnership.

Upon adoption of amended guidance in ASC 470-20, during the first quarter of 2021 as discussed in Note 15 - 

Stockholders' Equity, the company reversed the remaining deferred tax liability of $9.2 million associated to the equity 

portion of previously issued convertible debt. As the company had recorded a full valuation allowance against its deferred tax 

assets, the reversal of the $9.2 million deferred tax liability would require an increase to the existing valuation allowance by 

the same amount which would normally be recorded through current income tax expense. However, as the change in the 

deferred tax liability is directly linked to the adoption of ASC 470-20, which is accounted for as a cumulative effect 

adjustment, the required increase to the valuation allowance is recorded as part of the cumulative adjustment to stockholders’ 

equity and has no effect on the consolidated statements of operations. 

The CARES Act was signed into law on March 27, 2020. The CARES Act includes several significant business tax 

provisions including elimination of the taxable limit for certain net operating losses (NOL), allowing businesses to carry back 

NOLs arising in 2018, 2019 and 2020 to the five prior tax years, accelerating refunds of previously generated corporate AMT 

credits, and loosening the business interest limitation under §163(j) from 30% to 50%. For 2021, the business interest 

F-39

F-40

 
 
 
 
 
Warrants

capital. 

During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to 

purchase shares of its common stock. The company measures the fair value of the warrants using the Black-Scholes option 

pricing model as of the issuance date. Exercisable warrants are equity based and recorded as a reduction in additional paid-in 

reserves established by the general partner of the partnership plus all or any portion of the cash on hand resulting from 
working capital borrowings made subsequent to the end of that quarter. On January 19, 2023, the board of directors of the 
general partner of the partnership declared a cash distribution of $0.455 per unit on outstanding common units. The 
distribution is payable on February 10, 2023 to unitholders of record at the close of business on February 3, 2023. 

Accumulated Other Comprehensive Income (Loss)

The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 

Changes in accumulated other comprehensive income (loss) are associated primarily with gains and losses on derivative 

financial instruments. Amounts reclassified from accumulated other comprehensive income (loss) are as follows (in 
thousands):

Gains (losses) on cash flow hedges:

Commodity derivatives

Commodity derivatives

Total gains (losses) on cash flow hedges

Income tax expense (benefit)

Amounts reclassified from accumulated other 
comprehensive income (loss)

Year Ended December 31,
2021

2020

2022

Statements of 
Operations
Classification

$ 

3,347  $ 

(60,261)  $ 

(5,753)   

(2,406)   

(578)   

41,629 

(18,632)   

(4,540)   

5,538 

(2,115) 

3,423 

857 

(1)

(2)

(3)

(4)

$ 

(1,828)  $ 

(14,092)  $ 

2,566 

(1) Revenues
(2) Costs of goods sold
(3) Loss before income taxes and income from equity method investees
(4)

Income tax benefit (expense)

At December 31, 2022 and 2021, the company’s consolidated balance sheets reflected unrealized losses of $26.6 million 

and $12.3 million, net of tax, in accumulated other comprehensive loss, respectively.

Treasury Stock

16. INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for 
the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their 
respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured 
using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or 
settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period 
that includes the enactment date. A valuation allowance is recorded by the company when it is more likely than not that some 
portion or all of a deferred tax asset will not be realized.

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 such income taxes 
on pretax income or loss attributable to the noncontrolling interest in the partnership.

Upon adoption of amended guidance in ASC 470-20, during the first quarter of 2021 as discussed in Note 15 - 
Stockholders' Equity, the company reversed the remaining deferred tax liability of $9.2 million associated to the equity 
portion of previously issued convertible debt. As the company had recorded a full valuation allowance against its deferred tax 
assets, the reversal of the $9.2 million deferred tax liability would require an increase to the existing valuation allowance by 
the same amount which would normally be recorded through current income tax expense. However, as the change in the 
deferred tax liability is directly linked to the adoption of ASC 470-20, which is accounted for as a cumulative effect 
adjustment, the required increase to the valuation allowance is recorded as part of the cumulative adjustment to stockholders’ 
equity and has no effect on the consolidated statements of operations. 

The CARES Act was signed into law on March 27, 2020. The CARES Act includes several significant business tax 
provisions including elimination of the taxable limit for certain net operating losses (NOL), allowing businesses to carry back 
NOLs arising in 2018, 2019 and 2020 to the five prior tax years, accelerating refunds of previously generated corporate AMT 
credits, and loosening the business interest limitation under §163(j) from 30% to 50%. For 2021, the business interest 

F-39

F-40

2,275,000 are exercisable, treated as equity based awards and recorded as a reduction in additional paid-in capital. The 

remaining 275,000 warrants, of which 111,111 are exercisable as a result of achieving certain earn-out provisions and 

163,889 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the 

company’s stock price. These warrants could potentially dilute basic earnings per share in future periods. The exercise price 

of the warrants is $22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 

warrants and April 28, 2026 for 2,000,000 warrants.

Convertible Note Exchange

On May 18, 2021, the company closed on a privately negotiated exchange agreement with certain noteholders of the 

company’s 4.00% notes, pursuant to which the noteholders agreed to exchange $51.0 million in aggregate principal for 3.6 

million shares of the company’s common stock at an implied price of $26.80.

On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00% Convertible Senior 

Notes due 2024, totaling an aggregate principal amount of $64.0 million. The conversion rate was 66.4178 shares of common 

stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00% convertible notes were 

converted into approximately 4.3 million shares of common stock.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders 

of the 4.125% Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for 

approximately 1.2 million shares of the company's common stock. Additionally, on September 1, 2022, approximately 

$1.7 million aggregate principal amount was settled through a combination of $1.7 million in cash and approximately 

15 thousand shares of the company's common stock.

The company holds 2.8 million shares of its common stock at a cost of $31.2 million. Treasury stock is recorded at cost 

and reduces stockholders’ equity in the consolidated balance sheets. When shares are reissued, the company will use the 

weighted average cost method for determining the cost basis. The difference between the cost and the issuance price is added 

or deducted from additional paid-in capital.

Share Repurchase Program

The company’s board of directors authorized a share repurchase program of up to $200.0 million. Under the program, the 

company 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 its 

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. The company did not repurchase any shares of common stock 

during 2022 or 2021. The company repurchased 0.9 million shares of common stock for approximately $11.5 million during 

2020. Since inception, the company has repurchased 7.4 million shares of common stock for approximately $92.8 million 

under the program.

Dividends and Distributions

On June 18, 2019, the company's board of directors suspended its future quarterly cash dividend following the June 14, 

2019 dividend payment, in order to retain and redirect cash flow to the company’s operating expense equalization plan, the 

deployment of high-protein technology, its stock repurchase program and for other corporate purposes. 

For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement provides 

for a quarterly distribution to be paid within 45 days after the end of the quarter, provided the partnership has sufficient 

available cash. Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash 

 
 
 
 
 
Significant components of deferred tax assets and liabilities are as follows (in thousands):

limitation under §163(j) reverts back to 30%. The CARES Act also contains an employee retention credit to encourage 
employers to maintain headcounts even if employees cannot report to work because of issues related to COVID-19. For the 
year ended December 31, 2020, the company recorded an income tax benefit of $41.6 million related to the CARES Act 
including adjustments to certain valuation allowances. No additional tax benefit was recorded related to the CARES Act 
during the year ended December 31, 2022.

The Inflation Reduction Act (IRA), was signed into law on August 16, 2022. The IRA includes significant law changes 
relating to tax, climate change, energy and health care. The IRA significantly expands clean energy incentives by providing 
an estimated $370 billion of new energy related tax credits over the next ten years. It also permits more flexibility for 
taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising 
provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement 
income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the 
reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future 
years and not be negatively impacted by the revenue raising provisions; however, the company does not have enough 
information to provide a reasonable estimate of future tax benefits at this time.

Income tax expense (benefit) consists of the following (in thousands):

Current

Deferred

Total income tax expense (benefit)

Year Ended December 31,
2021

2020

2022

$ 

$ 

232  $ 

4,515   

4,747  $ 

612  $ 

1,233 

1,845  $ 

(37,047) 

(13,336) 

(50,383) 

Differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the 

consolidated statements of operations are summarized as follows (in thousands):

Tax expense at federal statutory rate

$ 

(21,222)  $ 

(8,883)  $ 

(33,698) 

Year Ended December 31,
2021

2020

2022

State income tax expense (benefit), net of federal benefit

Nondeductible compensation

Noncontrolling interests

Unrecognized tax benefits

Increase in valuation allowance

Stock compensation

Amended return adjustments

Other

Income tax expense (benefit)

746   

1,221   

(5,245)   

— 

27,778   

1,105 

—   

364   

516 

1,037   

(4,587)   

(170)   

15,301   

(1,954)   

— 

585   

(802) 

421 

(4,015) 

(28) 

6,279 

721 

(19,786) 

525 

$ 

4,747  $ 

1,845  $ 

(50,383) 

Deferred tax assets:

Net operating loss carryforwards - Federal

Net operating loss carryforwards - State

Tax credit carryforwards - Federal

Tax credit carryforwards - State

Derivative financial instruments

Section 174 capitalized expenses

Interest expense carryforward

Investment in partnerships

Inventory valuation

Stock-based compensation

Accrued expenses

Organizational and start-up costs

Leases

Other

Total

Valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Fixed assets

Right-of-use assets

Stock-based compensation

Total deferred tax liabilities

Deferred income taxes

December 31,

2022

2021

$ 

12,098  $ 

13,862   

63,857   

5,906   

7,160   

42,115   

15,300   

45,445   

3,491   

—   

4,770   

8,820   

473   

810   

14,857 

12,147 

64,081 

7,281 

4,728 

— 

12,063 

43,244 

1,259 

1,312 

4,511 

8,885 

746 

912 

224,107   

(101,118)   

122,989   

176,026 

(69,834) 

106,192 

(116,781)   

(100,166) 

(6,035)   

(173)   

(122,989)   

(106,192) 

$ 

—  $ 

(6,026) 

— 

— 

At December 31, 2022, the company has federal R&D credits of $63.9 million which will begin to expire in 2033. The 

company also has $5.9 million of state credits which will expire, subject to taxable income, beginning in 2023. The company 

has federal net operating losses of $12.1 million which do not have an expiration date. 

The company increased the valuation allowance associated with its net deferred tax assets due to uncertainty that it will 

realize these assets in the future. The valuation allowance on deferred tax assets was recognized as a result of negative 

evidence, including cumulative losses in recent years, outweighing the more subjective positive evidence. Management 

considers whether it is more likely than not that some or all of the deferred tax assets will be realized, which is dependent on 

the generation of future taxable income and other tax attributes during the periods those temporary differences become 

deductible. Scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies are 

considered to make this assessment. The company will continue to regularly assess the realizability of deferred tax assets. 

Changes in earnings performance and future earnings projections, among other factors, may cause the company to adjust its 

valuation allowance on deferred tax assets, which would impact the company’s results of operations in the period it is 

determined that these factors have changed.

The company’s federal income tax returns for the tax years ended December 31, 2014 through 2018 are currently under 

audit. The company’s federal income tax returns for the tax years ended December 31, 2019 through 2021 are still subject to 

audit. 

Unrecognized tax benefits were $51.4 million as of both December 31, 2022 and 2021. Recognition of these tax benefits 

would favorably impact the company’s effective tax rate. Unrecognized tax benefits were recorded as a reduction of the 

F-41

F-42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
limitation under §163(j) reverts back to 30%. The CARES Act also contains an employee retention credit to encourage 

employers to maintain headcounts even if employees cannot report to work because of issues related to COVID-19. For the 

year ended December 31, 2020, the company recorded an income tax benefit of $41.6 million related to the CARES Act 

including adjustments to certain valuation allowances. No additional tax benefit was recorded related to the CARES Act 

during the year ended December 31, 2022.

The Inflation Reduction Act (IRA), was signed into law on August 16, 2022. The IRA includes significant law changes 

relating to tax, climate change, energy and health care. The IRA significantly expands clean energy incentives by providing 

an estimated $370 billion of new energy related tax credits over the next ten years. It also permits more flexibility for 

taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising 

provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement 

income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the 

reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future 

years and not be negatively impacted by the revenue raising provisions; however, the company does not have enough 

information to provide a reasonable estimate of future tax benefits at this time.

Income tax expense (benefit) consists of the following (in thousands):

Differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the 

consolidated statements of operations are summarized as follows (in thousands):

Tax expense at federal statutory rate

$ 

(21,222)  $ 

(8,883)  $ 

(33,698) 

State income tax expense (benefit), net of federal benefit

Year Ended December 31,

2022

2021

2020

$ 

$ 

232  $ 

4,515   

4,747  $ 

612  $ 

1,233 

1,845  $ 

(37,047) 

(13,336) 

(50,383) 

Year Ended December 31,

2022

2021

2020

746   

1,221   

(5,245)   

— 

27,778   

1,105 

—   

364   

516 

1,037   

(4,587)   

(170)   

15,301   

(1,954)   

— 

585   

(802) 

421 

(4,015) 

(28) 

6,279 

721 

(19,786) 

525 

$ 

4,747  $ 

1,845  $ 

(50,383) 

Current

Deferred

Total income tax expense (benefit)

Nondeductible compensation

Noncontrolling interests

Unrecognized tax benefits

Increase in valuation allowance

Stock compensation

Amended return adjustments

Other

Income tax expense (benefit)

Significant components of deferred tax assets and liabilities are as follows (in thousands):

Deferred tax assets:

Net operating loss carryforwards - Federal

Net operating loss carryforwards - State

Tax credit carryforwards - Federal

Tax credit carryforwards - State

Derivative financial instruments

Section 174 capitalized expenses

Interest expense carryforward

Investment in partnerships

Inventory valuation

Stock-based compensation

Accrued expenses

Leases

Organizational and start-up costs

Other

Total

Valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Fixed assets

Right-of-use assets

Stock-based compensation

Total deferred tax liabilities

Deferred income taxes

December 31,

2022

2021

$ 

12,098  $ 

13,862   

63,857   

5,906   

7,160   

42,115   

15,300   

45,445   

3,491   

—   

4,770   

8,820   

473   

810   

14,857 

12,147 

64,081 

7,281 

4,728 

— 

12,063 

43,244 

1,259 

1,312 

4,511 

8,885 

746 

912 

224,107   

(101,118)   

122,989   

176,026 

(69,834) 

106,192 

(116,781)   

(100,166) 

(6,035)   

(173)   

(6,026) 

— 

(122,989)   

(106,192) 

$ 

—  $ 

— 

At December 31, 2022, the company has federal R&D credits of $63.9 million which will begin to expire in 2033. The 

company also has $5.9 million of state credits which will expire, subject to taxable income, beginning in 2023. The company 
has federal net operating losses of $12.1 million which do not have an expiration date. 

The company increased the valuation allowance associated with its net deferred tax assets due to uncertainty that it will 

realize these assets in the future. The valuation allowance on deferred tax assets was recognized as a result of negative 
evidence, including cumulative losses in recent years, outweighing the more subjective positive evidence. Management 
considers whether it is more likely than not that some or all of the deferred tax assets will be realized, which is dependent on 
the generation of future taxable income and other tax attributes during the periods those temporary differences become 
deductible. Scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies are 
considered to make this assessment. The company will continue to regularly assess the realizability of deferred tax assets. 
Changes in earnings performance and future earnings projections, among other factors, may cause the company to adjust its 
valuation allowance on deferred tax assets, which would impact the company’s results of operations in the period it is 
determined that these factors have changed.

The company’s federal income tax returns for the tax years ended December 31, 2014 through 2018 are currently under 
audit. The company’s federal income tax returns for the tax years ended December 31, 2019 through 2021 are still subject to 
audit. 

Unrecognized tax benefits were $51.4 million as of both December 31, 2022 and 2021. Recognition of these tax benefits 

would favorably impact the company’s effective tax rate. Unrecognized tax benefits were recorded as a reduction of the 

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2023

2024

2025

2026

2027

Thereafter

Total

Less: Present value discount

Lease liabilities

Lease Revenue

Amount

$ 

23,227 

20,728 

16,194 

8,920 

5,361 

11,171 

85,601 

(9,365) 

76,236 

$ 

As described in Note 4 – Revenue, the majority of the partnership’s segment revenue is generated though their storage 

and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease 

revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are 

accounted for under ASC 842, Leases. Lease revenue associated with agreements with Green Plains Trade are eliminated 

upon consolidation. The remaining lease revenue is not material to the company. Refer to Note 4 – Revenue for further 

discussion on lease revenue.

Commodities, Storage and Transportation 

As of December 31, 2022, the company had contracted future purchases of ethanol, grain, natural gas, and distillers 

grains, valued at approximately $389.1 million and future commitments for storage and transportation, valued at 

deferred asset associated with the federal tax credit carryforwards. Interest and penalties associated with uncertain tax 
positions are accrued as part of income taxes payable. Approximately $51.4 million in unrecognized tax benefits related to 
R&D credits are currently under audit. In addition, the results of the current audit may cause the company to significantly 
increase or decrease the unrecognized tax benefits associated with R&D credits for periods not under audit. At this time, the 
company does not have enough information to be able to estimate the potential adjustment.

2022 are as follows (in thousands):

Year Ending December 31,

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of December 31, 

17. COMMITMENTS AND CONTINGENCIES

Lease Expense 

The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one 
year to 14.9 years. The land and facility leases include renewal options. The renewal options are included in the lease term 
only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered 
reasonably certain to be exercised as they typically renew with significantly different underlying terms. 

The company may sublease certain of its railcars to third parties on a short-term basis. The subleases are classified as 

operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term. 

The components of lease expense are as follows (in thousands):

Lease expense

Operating lease expense
Variable lease expense (1)
Total lease expense

Year Ended December 31,
2021

2020

2022

$ 

$ 

22,116  $ 

19,587  $ 

1,394   

1,225   

23,510  $ 

20,812  $ 

20,771 

1,681 

22,452 

(1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of 

railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of 
maintenance or upgrade.

Supplemental cash flow information related to operating leases is as follows (in thousands):

approximately $23.6 million.

Government Assistance

Cash paid for amounts included in the measurement of lease liabilities:

obligations related to the receipt of this grant.

Operating cash flows from operating leases

$ 

21,459  $ 

19,579  $ 

20,864 

Legal

Year Ended December 31,
2021

2020

2022

During the year ended December 31, 2022, the company received a relief grant from the USDA related to the Biofuel 

Producer Program authorized as part of the CARES Act to offset market losses as a result of the COVID-19 pandemic. The 

total cash grant received of $27.7 million was recorded as other income and the company has no further reporting or other 

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

28,565   

20,291   

32,713 

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.

Right-of-use assets and lease obligations derecognized due to lease 
modifications:

Operating leases

—   

1,889   

5,176 

Supplemental balance sheet information related to operating leases is as follows:

Weighted average remaining lease term

Weighted average discount rate

2022

2021

4.9 years  

5.5 years

 4.32%   

 4.16% 

18. EMPLOYEE BENEFIT PLANS

The company offers eligible employees a comprehensive employee benefits plan that includes health, dental, vision, life 

and accidental death, short-term disability and long-term disability insurance, and flexible spending accounts. The company 

also offers a 401(k) plan enabling eligible employees to save for retirement on a tax-deferred basis up to the limits allowed 

under the Internal Revenue Code. During 2022, the company increased the employer match from 4% to 6% of eligible 

employee contributions for employees with less than 5 years of service, and up to 8% of eligible employee contributions after 

5 years of service. Employee and employer contributions are 100% vested immediately. Employer contributions to the 401(k) 

plan for the years ended December 31, 2022, 2021 and 2020 were $3.5 million, $1.9 million and $1.5 million, respectively.

The company contributes to a defined benefit pension plan. Since January 2009, the benefits under the plan were frozen; 

however, the company remains obligated to ensure the plan is funded according to its requirements. As of December 31, 

2022, the plan’s assets were $4.5 million and liabilities were $5.8 million. At December 31, 2022 and 2021, net liabilities of 

$1.3 million and $0.7 million, respectively, were included in other liabilities on the consolidated balance sheets. 

F-43

F-44

 
 
 
 
 
 
 
 
 
 
 
deferred asset associated with the federal tax credit carryforwards. Interest and penalties associated with uncertain tax 

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of December 31, 

positions are accrued as part of income taxes payable. Approximately $51.4 million in unrecognized tax benefits related to 

2022 are as follows (in thousands):

R&D credits are currently under audit. In addition, the results of the current audit may cause the company to significantly 

increase or decrease the unrecognized tax benefits associated with R&D credits for periods not under audit. At this time, the

company does not have enough information to be able to estimate the potential adjustment.

17. COMMITMENTS AND CONTINGENCIES

Lease Expense

The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one

year to 14.9 years. The land and facility leases include renewal options. The renewal options are included in the lease term

only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered 

reasonably certain to be exercised as they typically renew with significantly different underlying terms. 

The company may sublease certain of its railcars to third parties on a short-term basis. The subleases are classified as 

operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term. 

The components of lease expense are as follows (in thousands):

Lease expense

Operating lease expense

Variable lease expense (1)

Total lease expense

Year Ended December 31,

2022

2021

2020

$ 

$ 

22,116  $ 

19,587  $ 

1,394 

1,225 

23,510  $ 

20,812  $ 

20,771 

1,681 

22,452 

(1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of 

railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of 

maintenance or upgrade.

Year Ending December 31,

2023

2024

2025

2026

2027

Thereafter

Total

Less: Present value discount

Lease liabilities

Lease Revenue

Amount

23,227 

20,728 

16,194 

8,920 

5,361 

11,171 

85,601 

(9,365) 
76,236 

$ 

$ 

As described in Note 4 – Revenue, the majority of the partnership’s segment revenue is generated though their storage 
and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease 
revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are 
accounted for under ASC 842, Leases. Lease revenue associated with agreements with Green Plains Trade are eliminated 
upon consolidation. The remaining lease revenue is not material to the company. Refer to Note 4 – Revenue for further 
discussion on lease revenue.

Commodities, Storage and Transportation 

As of December 31, 2022, the company had contracted future purchases of ethanol, grain, natural gas, and distillers 

grains, valued at approximately $389.1 million and future commitments for storage and transportation, valued at 
approximately $23.6 million.

Supplemental cash flow information related to operating leases is as follows (in thousands):

Government Assistance

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$ 

21,459  $ 

19,579  $ 

20,864 

Year Ended December 31,

2022

2021

2020

During the year ended December 31, 2022, the company received a relief grant from the USDA related to the Biofuel 

Producer Program authorized as part of the CARES Act to offset market losses as a result of the COVID-19 pandemic. The 
total cash grant received of $27.7 million was recorded as other income and the company has no further reporting or other 
obligations related to the receipt of this grant.

Legal

Right-of-use assets obtained in exchange for lease obligations:

28,565 

20,291 

32,713 

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.

Right-of-use assets and lease obligations derecognized due to lease

18. EMPLOYEE BENEFIT PLANS

— 

1,889 

5,176 

2022

2021

4.9 years

5.5 years

4.32% 

4.16% 

The company offers eligible employees a comprehensive employee benefits plan that includes health, dental, vision, life
and accidental death, short-term disability and long-term disability insurance, and flexible spending accounts. The company 
also offers a 401(k) plan enabling eligible employees to save for retirement on a tax-deferred basis up to the limits allowed 
under the Internal Revenue Code. During 2022, the company increased the employer match from 4% to 6% of eligible 
employee contributions for employees with less than 5 years of service, and up to 8% of eligible employee contributions after 
5 years of service. Employee and employer contributions are 100% vested immediately. Employer contributions to the 401(k) 
plan for the years ended December 31, 2022, 2021 and 2020 were $3.5 million, $1.9 million and $1.5 million, respectively.

The company contributes to a defined benefit pension plan. Since January 2009, the benefits under the plan were frozen; 

however, the company remains obligated to ensure the plan is funded according to its requirements. As of December 31, 
2022, the plan’s assets were $4.5 million and liabilities were $5.8 million. At December 31, 2022 and 2021, net liabilities of 
$1.3 million and $0.7 million, respectively, were included in other liabilities on the consolidated balance sheets. 

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F-44

Operating leases

modifications:

Operating leases

Weighted average remaining lease term

Weighted average discount rate

Supplemental balance sheet information related to operating leases is as follows:

Earnings from equity method investments, net of income taxes, were as follows (in thousands):

Green Plains Cattle Company LLC (1)

All others

Total income from equity method investments, net of income taxes

Year Ended December 31,

2022

2021

2020

—  $ 

71 

71  $ 

—  $ 

20,531 

700 

562 

700  $ 

21,093 

Distributions from equity method investments

1,150  $ 

1,500  $ 

27,910 

Earnings (loss) from equity method investments, net of distributions

(1,079)  $ 

(800)  $ 

(6,817) 

$ 

$ 

$ 

$ 

(1) Pretax equity method earnings of GPCC were $27.0 million for the year ended December 31, 2020. 

The company reports its proportional share of equity method investment income in the consolidated statements of 

operations.

The following table present summarized information of GPCC.

Total revenues

Total operating expenses

Net income

GPCC operations.

(1) GPCC equity method treatment began on September 1, 2019 and ended on October 1, 2020. As such, fiscal year 2020 includes nine months of 

December 31, 2020 (1)

$ 

$ 

747,824 

693,753 

54,071 

19. RELATED PARTY TRANSACTIONS

Green Plains Cattle Company LLC

The company engaged in certain related party transactions with GPCC, which was considered a related party until the 
fourth quarter of 2020 at which time the company’s remaining 50% interest was sold. The company provided a variety of 
shared services to GPCC, including accounting and finance, payroll and human resources, information technology, legal, 
communications and treasury activities. The company reduced selling, general and administrative expenses by $1.2 million 
related to shared services provided for the year ended December 31, 2020.

Green Plains Trade Group, a subsidiary of the company, enters into certain sale contracts with GPCC during the normal 
course of business. Related party revenues associated with GPCC were $8.2 million for the year ended December 31, 2020. 

At the time of the sale of GPCC, Mr. Ejnar Knudsen, a member of the company’s board of directors, had an indirect 
ownership interest in GPCC of 0.0736% by reason of his ownership in TGAM Agribusiness Fund LP. Based on the purchase 
price, the value of that ownership interest is approximately $0.1 million. Mr. Knudsen also is the CEO and partial owner of 
AGR Partners LLC (AGR) which provides investment advisory services to TGAM Agribusiness Fund LP pursuant to a sub-
advisory agreement between AGR Partners LLC and Nuveen Alternative Advisors LLC, which is the investment manager for 
TGAM Agribusiness Fund LP.

20. EQUITY METHOD INVESTMENTS

Green Plains Cattle Company LLC

On September 1, 2019, the company formed a joint venture with TGAM and StepStone. Such parties entered into the 
Second Amended and Restated Limited Liability Company Agreement of GPCC effective as of September 1, 2019. GPCC 
was previously a wholly owned subsidiary of Green Plains. Green Plains also entered into a Securities Purchase Agreement 
with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50% of the membership interests of 
GPCC from Green Plains. After closing, GPCC was no longer consolidated in the company’s consolidated financial 
statements and the GPCC investment was accounted for using the equity method of accounting.

GPCC conducted the business of the joint venture, including (i) owning and operating the cattle feeding operations (as 
defined below), and (ii) any other activities approved by GPCC’s board of managers. The company did not consolidate any 
part of the assets or liabilities or operating results of its equity method investee. The company’s share of net income or loss in 
the investee increased or decreased, as applicable, the carrying value of the investment. With respect to GPCC, the company 
determined that this entity did not represent a variable interest entity and consolidation was not required. In addition, although 
the company had the ability to exercise significant influence over the joint venture through board representation and voting 
rights, all significant decisions required the consent of the other investors without regard to economic interest.

On October 1, 2020, the company sold its remaining 50% joint venture interest in GPCC to AGR, TGAM Agribusiness 

Fund LP and StepStone for $80.5 million in cash, plus closing adjustments. The transaction resulted in a reduction in other 
assets of $69.7 million as a result of removal of the equity method investment in GPCC, and a reduction in accumulated other 
comprehensive income (loss) of $10.7 million as a result of the removal of the company’s share of equity method investees 
accumulated other comprehensive loss.

Summarized Financial Information 

Our equity method investments totaled $17.3 million and $7.2 million at December 31, 2022 and 2021, respectively and 

are reflected in other assets on the consolidated balance sheets. 

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F-46

19. RELATED PARTY TRANSACTIONS

Green Plains Cattle Company LLC

The company engaged in certain related party transactions with GPCC, which was considered a related party until the

fourth quarter of 2020 at which time the company’s remaining 50% interest was sold. The company provided a variety of 

shared services to GPCC, including accounting and finance, payroll and human resources, information technology, legal, 

communications and treasury activities. The company reduced selling, general and administrative expenses by $1.2 million 

related to shared services provided for the year ended December 31, 2020.

Green Plains Cattle Company LLC (1)
All others

Total income from equity method investments, net of income taxes

Green Plains Trade Group, a subsidiary of the company, enters into certain sale contracts with GPCC during the normal

course of business. Related party revenues associated with GPCC were $8.2 million for the year ended December 31, 2020.

Distributions from equity method investments

Earnings (loss) from equity method investments, net of distributions

Year Ended December 31,
2021

2020

2022

—  $ 

71 

71  $ 

—  $ 

20,531 

700 

562 

700  $ 

21,093 

1,150  $ 

1,500  $ 

27,910 

(1,079)  $ 

(800)  $ 

(6,817) 

$ 

$ 

$ 

$ 

Earnings from equity method investments, net of income taxes, were as follows (in thousands):

(1) Pretax equity method earnings of GPCC were $27.0 million for the year ended December 31, 2020.

The company reports its proportional share of equity method investment income in the consolidated statements of 

operations.

The following table present summarized information of GPCC.

Total revenues

Total operating expenses

Net income

December 31, 2020 (1)
$ 

747,824 

$ 

693,753 

54,071 

(1) GPCC equity method treatment began on September 1, 2019 and ended on October 1, 2020. As such, fiscal year 2020 includes nine months of 

GPCC operations. 

At the time of the sale of GPCC, Mr. Ejnar Knudsen, a member of the company’s board of directors, had an indirect

ownership interest in GPCC of 0.0736% by reason of his ownership in TGAM Agribusiness Fund LP. Based on the purchase

price, the value of that ownership interest is approximately $0.1 million. Mr. Knudsen also is the CEO and partial owner of 

AGR Partners LLC (AGR) which provides investment advisory services to TGAM Agribusiness Fund LP pursuant to a sub-

advisory agreement between AGR Partners LLC and Nuveen Alternative Advisors LLC, which is the investment manager for 

TGAM Agribusiness Fund LP.

20. EQUITY METHOD INVESTMENTS

Green Plains Cattle Company LLC

On September 1, 2019, the company formed a joint venture with TGAM and StepStone. Such parties entered into the

Second Amended and Restated Limited Liability Company Agreement of GPCC effective as of September 1, 2019. GPCC

was previously a wholly owned subsidiary of Green Plains. Green Plains also entered into a Securities Purchase Agreement

with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50% of the membership interests of 

GPCC from Green Plains. After closing, GPCC was no longer consolidated in the company’s consolidated financial

statements and the GPCC investment was accounted for using the equity method of accounting.

GPCC conducted the business of the joint venture, including (i) owning and operating the cattle feeding operations (as 

defined below), and (ii) any other activities approved by GPCC’s board of managers. The company did not consolidate any 

part of the assets or liabilities or operating results of its equity method investee. The company’s share of net income or loss in 

the investee increased or decreased, as applicable, the carrying value of the investment. With respect to GPCC, the company 

determined that this entity did not represent a variable interest entity and consolidation was not required. In addition, although 

the company had the ability to exercise significant influence over the joint venture through board representation and voting 

rights, all significant decisions required the consent of the other investors without regard to economic interest.

On October 1, 2020, the company sold its remaining 50% joint venture interest in GPCC to AGR, TGAM Agribusiness 

Fund LP and StepStone for $80.5 million in cash, plus closing adjustments. The transaction resulted in a reduction in other 

assets of $69.7 million as a result of removal of the equity method investment in GPCC, and a reduction in accumulated other 

comprehensive income (loss) of $10.7 million as a result of the removal of the company’s share of equity method investees 

accumulated other comprehensive loss.

Summarized Financial Information 

Our equity method investments totaled $17.3 million and $7.2 million at December 31, 2022 and 2021, respectively and 

are reflected in other assets on the consolidated balance sheets. 

F-45

F-46

Corporate Information

BOARD OF DIRECTORS

EXECUTIVE OFFICERS

WAYNE HOOVESTOL, Chairman
Owner and President
Hoovestol Inc. | Lone Mountain Truck Leasing

JIM ANDERSON(1),(2)
Lead Independent Director
Chief Executive Officer Moly-Cop

FARHA ASLAM(2)
Managing Partner
Crescent House Capital

TODD BECKER
President and Chief Executive Officer

JIM STARK
Chief Financial Officer

JAMIE HERBERT
Chief Human Resources Officer

PAUL KOLOMAYA
Chief Accounting Officer

TODD BECKER
President and Chief Executive Officer
Green Plains Inc. | Green Plains Holdings LLC

MICHELLE MAPES
Chief Legal & Administration Officer and 
Corporate Secretary

EJNAR KNUDSEN
Founder and Chief Executive Officer 
AGR Partners

BRIAN PETERSON(2)
President and Chief Executive Officer 
Whiskey Creek Enterprises

MARTIN SALINAS JR.(1),(3)
Former Chief Financial Officer
Energy Transfer Partners, LP

ALAIN TREUER(3)
Chairman and Chief Executive Officer
Tellac Reuert Partners SA 

KIMBERLY WAGNER(1),(3)
Founder and Managing Partner
TBGD Partners

PATRICH SIMPKINS
Chief Transformation Officer

GRANT KADAVY
Executive Vice President, 
Commercial Operations

CHRIS OSOWSKI
Executive Vice President, Operations 
& Technology

LESLIE VAN DER MEULEN
Executive Vice President, Product 
Marketing & Innovation

Member of; (1) Audit Committee, (2) Compensation 
Committee and/or (3) Nominating and Governance 
Committee

CORPORATE OFFICE

STOCK EXCHANGE LISTING

1811 Aksarben Drive
Omaha, NE 68106
402.884.8700
www.gpreinc.com

INVESTOR RELATIONS

PHIL BOGGS
Executive Vice President, 
Investor Relations 
phil.boggs@gpreinc.com

The Nasdaq Global Market
Stock Ticker Symbol: GPRE

STOCK TRANSFER AGENT

Correspondence should be  
mailed to: 
Computershare
P.O. Box 43006
Providence, RI 02940-3006

Overnight correspondence 
should be mailed to:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021

Shareholder services: 
1.800.962.4284
Investor CentreTM portal:
www.computershare.com/
investor

Green Plains Inc. 

1811 Aksarben Drive 

Omaha, NE 68106

www.gpreinc.com

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