Related Party Transactions

Equity Method Investments

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

On January 22, 2014, the Company entered into an agreement with LTG for a partial redemption of the Company's investment in LTG for $60 million. At the time of redemption, the Company's interest in LTG reduced from approximately 47.5 percent to approximately 39.2 percent on a fully diluted basis. A portion of the proceeds ($28.5 million) was considered a distribution of earnings and reduced the Company's cost basis in LTG. The difference between the remaining proceeds of $31.5 million and the new cost basis of the shares sold, net of deal costs, resulted in a book gain of $17.1 million ($10.7 million after tax). This gain was recorded in Other income, net for the nine months ended September 30, 2014.

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

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



(in thousands)	September 30, 2014		December 31, 2013		September 30, 2013
The Andersons Albion Ethanol LLC (a)	$	33,465	$	40,194	$	35,643
The Andersons Clymers Ethanol LLC (a)	51,692		44,418		37,695
The Andersons Marathon Ethanol LLC (a)	42,416		46,811		37,844
Lansing Trade Group, LLC (b)	72,560		106,028		100,071
Thompsons Limited (c)	53,125		49,833		47,477
Other	3,908		3,825		3,913
Total	$	257,166	$	291,109	$	262,643

(a) LLCs investment balances are reduced by cash distributions made during 2014

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

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

As part of the marketing agreements with the unconsolidated ethanol LLCs, the Company guarantees payment by the customer for distillers dried grains ("DDG") sales where the Company has identified the buyer, which would be the Company's maximum exposure. In September 2014, it was determined that a customer's contracts were in default due to DDG import issues in China and the Company recorded a guarantee liability of $3.3 million within the Grain Group. As the Company has not experienced historical losses and the remaining DDG receivable balances greater than 30 days past due is immaterial, the fair values of the related guarantees are inconsequential at September 30, 2014, December 31, 2013, and September 30, 2013. See Note 8 in the Company’s 2013 Form 10-K for an additional description of the marketing agreements.

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



	% ownership at September 30, 2014	Three months ended September 30,					Nine months ended September 30,
(in thousands)	% ownership at September 30, 2014	2014		2013			2014		2013
The Andersons Albion Ethanol LLC	53%	$	4,566	$	3,711		$	16,165	$	5,627
The Andersons Clymers Ethanol LLC	38%	4,564		3,437			16,819		4,576
The Andersons Marathon Ethanol LLC	50%	4,596		3,026			23,106		4,848
Lansing Trade Group, LLC	40% (a)	10,016		12,391			17,130		25,255
Thompsons Limited (b)	50%	68		(722		)	3,154		(722		)
Other	5%-23%	107		334			257		407
Total		$	23,917	$	22,177		$	76,631	$	39,991

(a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 1.5%

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

Total distributions received from unconsolidated affiliates, excluding proceeds on sale of investments of affiliates, were $31.0 million and $96.9 million for the three and nine months ended September 30, 2014.

In the third quarter of 2013, LTG qualified as a significant subsidiary of the Company under the income test. The following table presents the required summarized unaudited financial information of this investment for the three and nine months ended September 30, 2014 and 2013:



(in thousands)	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2014		2013		2014		2013
Sales	$	1,840,847	$	2,206,433	$	6,202,432	$	6,828,076
Gross profit	65,994		64,095		142,263		143,608
Income before income taxes	28,509		27,321		51,875		54,122
Net income	25,634		25,496		44,149		52,490
Net income attributable to LTG	24,976		25,211		41,580		51,823

Investment in Debt Securities

The Company owns 100% of the cumulative convertible preferred shares of Iowa Northern Railway Corporation (“IANR”), which operates a short-line railroad in Iowa. As a result of this investment, the Company has a 49.9% voting interest in IANR, with the remaining 50.1% voting interest held by the common shareholders. The preferred shares have certain rights associated with them, including voting, dividends, liquidation preference, redemption and conversion rights. Dividends accrue to the Company at a rate of 14% annually whether or not declared by IANR and are cumulative in nature. The Company can convert its preferred shares into common shares of IANR at any time, but the shares cannot be redeemed until May 2015. This investment is accounted for as “available-for-sale” debt securities in accordance with ASC 320 and is carried at estimated fair value in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheet. The estimated fair value of the Company’s investment in IANR as of September 30, 2014 was $15.0 million. See Footnote 9 for additional discussion on the change in the investment value.

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

The Company’s current maximum exposure to loss related to IANR is $22.0 million, which represents the Company’s investment at fair value plus unpaid accrued dividends to date of $7.0 million. The Company does not have any obligations or commitments to provide additional financial support to IANR.

Related Party Transactions

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



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2014		2013		2014		2013
Sales revenues	$	247,451	$	316,154	$	766,553	$	985,618
Service fee revenues (a)	5,732		5,746		17,573		17,360
Purchases of product	140,843		190,009		465,459		535,068
Lease income (b)	1,426		1,590		4,686		4,661
Labor and benefits reimbursement (c)	2,804		2,682		8,603		7,948
Other expenses (d)	301		325		1,025		1,078
Accounts receivable at September 30 (e)	21,407		19,736
Accounts payable at September 30 (f)	21,911		16,163


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


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


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


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


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


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

For the quarters ended September 30, 2014 and 2013, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $131.7 million and $155.9 million, respectively. For the nine months ended September 30, 2014 and 2013, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $444.2 million and $464.5 million, respectively. For the quarters ended September 30, 2014 and 2013, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs under these agreements were $93.0 million and $179.1 million, respectively. For the nine months ended September 30, 2014 and 2013, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs under these agreements were $368.3 million and $584.3 million, respectively.

From time to time, the Company enters into derivative contracts with certain of its related parties for the purchase and sale of corn and ethanol, for similar price risk mitigation purposes and on similar terms as the purchase and sale of derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties for the periods ended September 30, 2014, December 31, 2013 and September 30, 2013 was $24.6 million, $8.9 million and $14.2 million, respectively. The fair value of derivative contract liabilities with related parties for the periods ended September 30, 2014, December 31, 2013 and September 30, 2013 was $18.9 million, $1.2 million and $3.3 million, respectively.