Green Plains Inc. 10-K

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 48 Table of Contents 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. 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. 49 Table of Contents Report of Independent Registered Public Accounting Firm 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. /s/ KPMG LLP Omaha, Nebraska February 10, 2023 50 Table of Contents Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive Compensation” is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” is incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. 51 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. The following consolidated financial statements and notes are filed as part of this annual report on Form 10-K. Page Report of Independent Registered Public Accounting Firm F- 1 Auditor Name: KPMG LLP Auditor Location: Omaha, NE Auditor Firm ID: 185 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 F- 3 Consolidated Statements of Operations for the years-ended December 31, 2022, 2021 and 2020 F- 4 Consolidated Statements of Comprehensive Loss for the years-ended December 31, 2022, 2021 and 2020 F- 5 Consolidated Statements of Stockholders’ Equity for the years-ended December 31, 2022, 2021 and 2020 F- 6 Consolidated Statements of Cash Flows for the years-ended December 31, 2022, 2021 and 2020 F- 7 Notes to Consolidated Financial Statements F- 9 (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. (3) Exhibits. The following exhibits are incorporated by reference, filed or furnished as part of this annual report on Form 10-K. Exhibit Index Exhibit No. Description of Exhibit 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.) 52 Table of Contents 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) 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) 3.1(b) 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) 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 Form 8-K filed May 16, 2014) 3.1(d) Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, Inc. (incorpor a ted herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on May 6, 2022) 3.2(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) 3.2(b) 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) 3.3 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) 4.1(a) 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) 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 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 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) 4.5 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) 53 Table of Contents *10.1 2007 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 27, 2007) 10.2 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 Form 10-Q filed on May 7, 2018) *10.4(a) 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) *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 May 2, 2013) 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 December 2, 2014) 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 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) 54 Table of Contents 10.5(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) 10.5(f) 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) 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 filed May 2, 2013) 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-Q filed May 2, 2013) 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 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) *10.6 Umbrella Short-Term Incentive Plan (incorporated herein by reference to Appendix A of the company’s Proxy Statement filed April 3, 2014) *10.7 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) *10.8 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) 10.9(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) 55 Table of Contents 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-Q filed May 1, 2014) *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 February 20, 2020) 56 Table of Contents 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 December 31, 2015) 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 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) 57 Table of Contents 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 31, 2015) 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 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) 58 Table of Contents 10.18(e) 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) 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 September 9, 2019) 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, 2020) 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 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) 59 Table of Contents 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 February 12, 2021) 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) *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). 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 filed on August 4, 2022) 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 filed on August 5, 2022) 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 filed on August 5, 2022) 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 filed on August 25, 2022) 21.1 Schedule of Subsidiaries 23.1 Consent of KPMG LLP 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 60 Table of Contents 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following information from Green Plains Inc.’s 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. 104 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. 61 Table of Contents SIGNATURES 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. 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 /s/ Todd A. Becker President and Chief Executive Officer February 10, 2023 Todd A. Becker (Principal Executive Officer) and Director /s/ James E. Stark Chief Financial Officer (Principal Financial February 10, 2023 James E. Stark Officer and Principal Accounting Officer) /s/ Wayne B. Hoovestol Chairman of the Board February 10, 2023 Wayne B. Hoovestol /s/ Jim Anderson Director February 10, 2023 Jim Anderson /s/ Farha Aslam Director February 10, 2023 Farha Aslam /s/ Ejnar A. Knudsen III Director February 10, 2023 Ejnar A. Knudsen III /s/ Brian D. Peterson Director February 10, 2023 Brian D. Peterson /s/ Martin Salinas Jr. Director February 10, 2023 Martin Salinas Jr. /s/ Alain Treuer Director February 10, 2023 Alain Treuer /s/ Kimberly Wagner Director February 10, 2023 Kimberly Wagner 62 Table of Contents 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 Table of Contents 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 F-2 Table of Contents GREEN PLAINS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2022 2021 ASSETS Current assets Cash and cash equivalents $ 444,661 $ 426,220 Restricted cash 55,615 134,739 Marketable securities — 124,859 Accounts receivable, net of allowances of $ 429 and $ 682 , respectively 108,610 119,961 Income taxes receivable 1,286 911 Inventories 278,950 267,838 Prepaid expenses and other 19,837 16,483 Derivative financial instruments 19,791 26,738 Total current assets 928,750 1,117,749 Property and equipment, net 1,029,327 893,517 Operating lease right-of-use assets 73,244 64,042 Other assets 91,810 84,447 Total assets $ 2,123,131 $ 2,159,755 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 234,301 $ 146,063 Accrued and other liabilities 44,443 56,980 Derivative financial instruments 47,941 43,244 Operating lease current liabilities 20,721 16,814 Short-term notes payable and other borrowings 137,678 173,418 Current maturities of long-term debt 1,838 35,285 Total current liabilities 486,922 471,804 Long-term debt 495,243 514,006 Operating lease long-term liabilities 55,515 49,795 Other liabilities 24,385 22,131 Total liabilities 1,062,065 1,057,736 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 62 62 Additional paid-in capital 1,110,151 1,069,573 Retained deficit ( 142,417 ) ( 15,199 ) Accumulated other comprehensive loss ( 26,591 ) ( 12,310 ) Treasury stock, 2,805,059 and 8,244,456 shares, respectively ( 31,174 ) ( 91,626 ) Total Green Plains stockholders' equity 910,031 950,500 Noncontrolling interests 151,035 151,519 Total stockholders' equity 1,061,066 1,102,019 Total liabilities and stockholders' equity $ 2,123,131 $ 2,159,755 See accompanying notes to the consolidated financial statements. F-3 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2022 2021 2020 Revenues $ 3,662,849 $ 2,827,168 $ 1,923,719 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 3,525,011 2,625,109 1,812,163 Operations and maintenance expenses 25,158 23,061 26,125 Selling, general and administrative expenses 118,930 91,139 84,932 Loss (gain) on sale of assets, net — ( 29,601 ) 20,860 Goodwill impairment — — 24,091 Depreciation and amortization expenses 92,698 91,952 78,244 Total costs and expenses 3,761,797 2,801,660 2,046,415 Operating income (loss) ( 98,948 ) 25,508 ( 122,696 ) Other income (expense) Interest income 5,277 575 659 Interest expense ( 32,642 ) ( 67,144 ) ( 39,993 ) Other, net 27,612 ( 1,940 ) 900 Total other income (expense) 247 ( 68,509 ) ( 38,434 ) Loss before income taxes and income from equity method investees ( 98,701 ) ( 43,001 ) ( 161,130 ) Income tax benefit (expense) ( 4,747 ) ( 1,845 ) 50,383 Income from equity method investees, net of income taxes 71 700 21,093 Net loss ( 103,377 ) ( 44,146 ) ( 89,654 ) Net income attributable to noncontrolling interests 23,841 21,846 19,121 Net loss attributable to Green Plains $ ( 127,218 ) $ ( 65,992 ) $ ( 108,775 ) Earnings per share 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 F-4 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2022 2021 2020 Net loss $ ( 103,377 ) $ ( 44,146 ) $ ( 89,654 ) 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 ( 16,109 ) ( 24,230 ) ( 768 ) Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($ 578 ), ($ 4,540 ) and $ 857 , respectively 1,828 14,092 ( 2,566 ) Other comprehensive loss, net of tax ( 14,281 ) ( 10,138 ) ( 3,334 ) Share of equity method investees other comprehensive gain arising during the period, net of tax expense of $ 0 , $ 0 and ($ 3,929 ), respectively — — 12,226 Total other comprehensive income (loss), net of tax ( 14,281 ) ( 10,138 ) 8,892 Comprehensive loss ( 117,658 ) ( 54,284 ) ( 80,762 ) Comprehensive income attributable to noncontrolling interests 23,841 21,846 19,121 Comprehensive loss attributable to Green Plains $ ( 141,499 ) $ ( 76,130 ) $ ( 99,883 ) See accompanying notes to the consolidated financial statements. F-5 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Treasury Stock Total Green Plains Stockholders' Equity Non- Controlling Interests Total Stockholders' Equity Shares Amount Shares Amount Balance, December 31, 2019 46,964 $ 47 $ 734,580 $ 148,150 $ ( 11,064 ) 10,932 $ ( 119,808 ) $ 751,905 $ 113,381 $ 865,286 Net income (loss) — — — ( 108,775 ) — — — ( 108,775 ) 19,121 ( 89,654 ) Cash dividends and distributions declared — — — — — — — — ( 9,675 ) ( 9,675 ) Other comprehensive loss before reclassification — — — — ( 768 ) — — ( 768 ) — ( 768 ) Amounts reclassified from accumulated other comprehensive loss — — — — ( 2,566 ) — — ( 2,566 ) — ( 2,566 ) Other comprehensive loss, net of tax — — — — ( 3,334 ) — — ( 3,334 ) — ( 3,334 ) Share of equity method investees other comprehensive loss arising during the period, net of tax — — — — 12,226 — — 12,226 — 12,226 Acquisition of subsidiary — — — — — — — — 6,667 6,667 Repurchase of common stock — — — — — 881 ( 11,479 ) ( 11,479 ) — ( 11,479 ) Stock-based compensation 507 — 6,309 — — — — 6,309 318 6,627 Balance, December 31, 2020 47,471 47 740,889 39,375 ( 2,172 ) 11,813 ( 131,287 ) 646,852 129,812 776,664 Impact of ASC 470-20 adoption — — ( 49,496 ) 11,418 — — — ( 38,078 ) — ( 38,078 ) Balance, January 1, 2021 47,471 47 691,393 50,793 ( 2,172 ) 11,813 ( 131,287 ) 608,774 129,812 738,586 Net income (loss) — — — ( 65,992 ) — — — ( 65,992 ) 21,846 ( 44,146 ) Cash dividends and distributions declared — — — — — — — — ( 9,251 ) ( 9,251 ) Other comprehensive loss before reclassification — — — — ( 24,230 ) — — ( 24,230 ) — ( 24,230 ) Amounts reclassified from accumulated other comprehensive loss — — — — 14,092 — — 14,092 — 14,092 Other comprehensive loss, net of tax — — — — ( 10,138 ) — — ( 10,138 ) — ( 10,138 ) Issuance of common stock, net of fees 14,214 15 355,963 — — — — 355,978 — 355,978 Exchange of 4.00 % convertible notes due 2024 — — 17,683 — — ( 3,569 ) 39,661 57,344 — 57,344 Investment in subsidiaries — — — — — — — — 12,264 12,264 Issuance of warrants — — 3,431 — — — — 3,431 ( 3,431 ) — Stock-based compensation 155 — 1,103 — — — — 1,103 279 1,382 Balance, December 31, 2021 61,840 62 1,069,573 ( 15,199 ) ( 12,310 ) 8,244 ( 91,626 ) 950,500 151,519 1,102,019 Net income (loss) — — — ( 127,218 ) — — — ( 127,218 ) 23,841 ( 103,377 ) Cash dividends and distributions declared — — — — — — — — ( 25,240 ) ( 25,240 ) Other comprehensive loss before reclassification — — — — ( 16,109 ) — — ( 16,109 ) — ( 16,109 ) Amounts reclassified from accumulated other comprehensive loss — — — — 1,828 — — 1,828 — 1,828 Other comprehensive loss, net of tax — — — — ( 14,281 ) — — ( 14,281 ) — ( 14,281 ) Exchange of 4.125 % convertible notes due 2022 — — 19,756 — — ( 1,188 ) 13,211 32,967 — 32,967 Redemption of 4.00 % convertible notes due 2024 — — 15,797 — — ( 4,251 ) 47,241 63,038 — 63,038 Investment in subsidiaries — — — — — — — — 675 675 Stock-based compensation 261 — 5,025 — — — — 5,025 240 5,265 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-6 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 103,377 ) $ ( 44,146 ) $ ( 89,654 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 92,698 91,952 78,244 Amortization of debt issuance costs and non-cash interest expense 3,894 8,402 22,500 Loss (gain) on the sale of assets, net — ( 29,601 ) 21,464 Inventory lower of cost or net realizable value adjustment 12,323 — — Loss on extinguishment of debt 419 32,645 — Goodwill impairment — — 24,091 Deferred income taxes 4,515 1,233 ( 13,336 ) Stock-based compensation 9,071 6,058 7,915 Income from equity method investees, net of income taxes ( 71 ) ( 700 ) ( 21,093 ) Distribution from equity method investees, net of income taxes 637 1,500 27,910 Other ( 786 ) 1,590 — Changes in operating assets and liabilities before effects of business combinations and dispositions: Accounts receivable 8,519 ( 64,095 ) 57,060 Inventories ( 23,435 ) ( 20,543 ) ( 21,632 ) Derivative financial instruments ( 7,145 ) 6,808 1,274 Prepaid expenses and other assets ( 3,354 ) ( 578 ) ( 2,105 ) Accounts payable and accrued liabilities 75,311 17,189 ( 22,772 ) Current income taxes 841 ( 699 ) 30,073 Other ( 351 ) ( 2,769 ) ( 1,044 ) Net cash provided by operating activities 69,709 4,246 98,895 Cash flows from investing activities: Purchases of property and equipment, net ( 212,366 ) ( 187,195 ) ( 110,579 ) Purchases of marketable securities — ( 124,859 ) — Proceeds from the sale of marketable securities 124,523 — — Proceeds from the sale of assets, net — 87,217 39,952 Disposition of equity method investees — ( 2,948 ) 80,500 Acquisition of businesses, net of cash acquired — — ( 21,325 ) Investment in equity method investees, net ( 17,156 ) — — Other investing activities ( 253 ) ( 8,500 ) — Net cash used in investing activities ( 105,252 ) ( 236,285 ) ( 11,452 ) Cash flows from financing activities: Proceeds from the issuance of long-term debt 45,000 367,701 33,000 Payments of principal on long-term debt ( 1,751 ) ( 188,700 ) ( 12,987 ) Proceeds from short-term borrowings 1,863,315 3,473,541 2,392,258 Payments on short-term borrowings ( 1,898,414 ) ( 3,445,634 ) ( 2,468,485 ) Payments on extinguishment of convertible debt ( 1,766 ) ( 20,861 ) — Payments for repurchase of common stock — — ( 11,479 ) Payments of cash dividends and distributions ( 22,555 ) ( 9,251 ) ( 9,675 ) Proceeds from issuance of common stock, net — 355,978 — Payments of loan fees ( 2,522 ) ( 9,195 ) ( 3,873 ) Payments related to tax withholdings for stock-based compensation ( 3,806 ) ( 4,671 ) ( 1,288 ) Other financing activities ( 2,641 ) ( 720 ) — Net cash provided by (used in) financing activities ( 25,140 ) 518,188 ( 82,529 ) Net change in cash, cash equivalents and restricted cash ( 60,683 ) 286,149 4,914 Cash, cash equivalents and restricted cash, beginning of period 560,959 274,810 269,896 Cash, cash equivalents and restricted cash, end of period $ 500,276 $ 560,959 $ 274,810 Continued on the following page F-7 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continued from the previous page Year Ended December 31, 2022 2021 2020 Reconciliation of total cash, cash equivalents and restricted cash: Cash and cash equivalents $ 444,661 $ 426,220 $ 233,860 Restricted cash 55,615 134,739 40,950 Total cash, cash equivalents and restricted cash $ 500,276 $ 560,959 $ 274,810 Non-cash financing activity: Exchange of 4.00 % convertible notes due 2024 for shares of common stock held in treasury stock $ 64,000 $ 51,000 $ — Exchange of 4.125 % convertible notes due 2022 for shares of common stock held in treasury stock $ 32,550 $ — $ — Supplemental investing activities: Assets acquired in acquisitions, net of cash $ — $ 9,000 $ 42,443 Less: liabilities assumed — — ( 14,451 ) Less: noncontrolling interests assumed — ( 4,500 ) ( 6,667 ) Net assets acquired $ — $ 4,500 $ 21,325 Assets disposed of in sale $ — $ 54,626 $ 67,711 Less: liabilities relinquished — ( 3,706 ) ( 6,234 ) Net assets disposed $ — $ 50,920 $ 61,477 Supplemental disclosures of cash flow: Cash paid (refunded) for income taxes, net $ 583 $ 1,479 $ ( 60,587 ) Cash paid for interest $ 30,889 $ 29,369 $ 23,300 Capital expenditures in accounts payable $ 17,140 $ 11,948 $ 4,494 Cash premium paid for extinguishment of convertible notes $ — $ 20,861 $ — See accompanying notes to the consolidated financial statements. F-8 Table of Contents GREEN PLAINS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. F-9 Table of Contents 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 maturities of three months or less. Restricted Cash 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 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. 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-10 Table of Contents 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 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. 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. Operations and Maintenance Expenses In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, 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. F-11 Table of Contents 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. 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 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. Inventories 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. F-12 Table of Contents Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated using the straight-line method over the following estimated useful life of the assets: Years Buildings and improvements 10 - 40 Plant equipment 15 - 40 Other machinery and equipment 5 - 7 Land improvements 20 - 30 Railroad track and equipment 20 - 30 Computer hardware and software 3 - 5 Office furniture and equipment 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. F-13 Table of Contents For additional information, please refer to Note 10 – Goodwill and Intangible Assets. Leases 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. F-14 Table of Contents 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. 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 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 Table of Contents 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 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 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-16 Table of Contents 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: Revenues from contracts with customers under ASC 606: Ethanol $ — $ — $ — $ — $ — Distillers grains 28,634 — — — 28,634 Renewable corn oil — — — — — Other 38,132 7,787 4,003 — 49,922 Intersegment revenues — 229 7,950 ( 8,179 ) — Total revenues from contracts with customers 66,766 8,016 11,953 ( 8,179 ) 78,556 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 2,286,886 481,392 — — 2,768,278 Distillers grains 493,605 45,766 — — 539,371 Renewable corn oil 195,114 3,954 — — 199,068 Other 27,821 49,755 — — 77,576 Intersegment revenues — 26,732 — ( 26,732 ) — Total revenues from contracts accounted for as derivatives 3,003,426 607,599 — ( 26,732 ) 3,584,293 Leasing revenues under ASC 842 (2) — — 67,814 ( 67,814 ) — 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 19,535 — — — 19,535 Renewable corn oil — — — — — Other 48,361 14,090 4,191 — 66,642 Intersegment revenues — — 8,028 ( 8,028 ) — Total revenues from contracts with customers 67,896 14,090 12,219 ( 8,028 ) 86,177 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 1,589,649 498,367 — — 2,088,016 Distillers grains 355,230 40,763 — — 395,993 Renewable corn oil 113,249 32,528 — — 145,777 Other 27,344 83,778 — — 111,122 Intersegment revenues — 21,958 — ( 21,958 ) — Total revenues from contracts accounted for as derivatives 2,085,472 677,394 — ( 21,958 ) 2,740,908 Leasing revenues under ASC 842 (2) — — 66,233 ( 66,150 ) 83 Total Revenues $ 2,153,368 $ 691,484 $ 78,452 $ ( 96,136 ) $ 2,827,168 F-17 Table of Contents 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 32,032 — — — 32,032 Renewable corn oil — 2,938 — — 2,938 Other 4,306 6,423 4,434 — 15,163 Intersegment revenues 100 4,463 8,411 ( 12,974 ) — Total revenues from contracts with customers 36,438 13,824 12,845 ( 12,974 ) 50,133 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 1,150,018 287,261 — — 1,437,279 Distillers grains 261,554 41,184 — — 302,738 Renewable corn oil 49,666 33,563 — — 83,229 Other 4,905 45,034 — — 49,939 Intersegment revenues — 23,005 — ( 23,005 ) — Total revenues from contracts accounted for as derivatives 1,466,143 430,047 — ( 23,005 ) 1,873,185 Leasing revenues under ASC 842 (2) — — 70,500 ( 70,099 ) 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 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-18 Table of Contents 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 MSC TM 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 $ 10,400 Prepaid expenses and other 632 Property and equipment 24,285 Operating lease right-of-use assets 1,811 Accrued and other liabilities ( 156 ) Operating lease current liabilities ( 1,021 ) Operating lease long-term liabilities ( 790 ) Total identifiable net assets disposed $ 35,161 Disposition of Hereford Ethanol Plant 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. F-19 Table of Contents 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 $ 8,140 Prepaid expenses and other 196 Property and equipment 54,279 Operating lease right-of-use-assets 5,096 Accrued and other liabilities ( 870 ) Operating lease current liabilities ( 977 ) Operating lease long-term liabilities ( 4,201 ) Long-term liabilities ( 186 ) Total identifiable net assets disposed $ 61,477 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 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-20 Table of Contents There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Assets: Cash and cash equivalents $ 444,661 $ — $ 444,661 Restricted cash 55,615 — 55,615 Inventories carried at market — 61,885 61,885 Derivative financial instruments - assets — 16,420 16,420 Other assets 110 1 111 Total assets measured at fair value $ 500,386 $ 78,306 $ 578,692 Liabilities: Accounts payable (1) $ — $ 31,925 $ 31,925 Accrued and other liabilities (2) — 1,909 1,909 Derivative financial instruments - liabilities — 44,686 44,686 Other liabilities (2) — 6,640 6,640 Total liabilities measured at fair value $ — $ 85,160 $ 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 Assets: Cash and cash equivalents $ 426,220 $ — $ 426,220 Restricted cash 134,739 — 134,739 Inventories carried at market — 72,320 72,320 Derivative financial instruments - assets — 26,738 26,738 Other assets 111 8 119 Total assets measured at fair value $ 561,070 $ 99,066 $ 660,136 Liabilities: Accounts payable (1) $ — $ 12,617 $ 12,617 Accrued and other liabilities (2) — 3,260 3,260 Derivative financial instruments - liabilities — 26,117 26,117 Other liabilities (2) — 7,788 7,788 Total liabilities measured at fair value $ — $ 49,782 $ 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. F-21 Table of Contents 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. 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): Year Ended December 31, 2022 2021 2020 Revenues: Ethanol production: Revenues from external customers $ 3,070,192 $ 2,153,368 $ 1,502,481 Intersegment revenues — — 100 Total segment revenues 3,070,192 2,153,368 1,502,581 Agribusiness and energy services: Revenues from external customers 588,654 669,526 416,403 Intersegment revenues 26,961 21,958 27,468 Total segment revenues 615,615 691,484 443,871 Partnership: Revenues from external customers 4,003 4,274 4,835 Intersegment revenues 75,764 74,178 78,510 Total segment revenues 79,767 78,452 83,345 Revenues including intersegment activity 3,765,574 2,923,304 2,029,797 Intersegment eliminations ( 102,725 ) ( 96,136 ) ( 106,078 ) $ 3,662,849 $ 2,827,168 $ 1,923,719 Refer to Note 4 – Revenue , for further disaggregation of revenue by operating segment. F-22 Table of Contents Year Ended December 31, 2022 2021 2020 Cost of goods sold: Ethanol production $ 3,068,366 $ 2,063,283 $ 1,507,335 Agribusiness and energy services 562,950 657,375 409,407 Intersegment eliminations ( 106,305 ) ( 95,549 ) ( 104,579 ) $ 3,525,011 $ 2,625,109 $ 1,812,163 Year Ended December 31, 2022 2021 2020 Gross margin: Ethanol production $ 1,826 $ 90,085 $ ( 4,754 ) Agribusiness and energy services 52,665 34,109 34,464 Partnership 79,767 78,452 83,345 Intersegment eliminations 3,580 ( 587 ) ( 1,499 ) $ 137,838 $ 202,059 $ 111,556 Year Ended December 31, 2022 2021 2020 Operating income (loss): Ethanol production (1) $ ( 117,764 ) $ ( 27,996 ) $ ( 129,618 ) Agribusiness and energy services 36,415 17,458 15,773 Partnership 47,699 48,672 50,437 Intersegment eliminations 3,580 ( 587 ) ( 1,400 ) Corporate activities (2) ( 68,878 ) ( 12,039 ) ( 57,888 ) $ ( 98,948 ) $ 25,508 $ ( 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. Year Ended December 31, 2022 2021 2020 Depreciation and amortization: Ethanol production $ 81,545 $ 82,969 $ 67,956 Agribusiness and energy services 3,466 2,535 2,512 Partnership 4,093 3,737 3,806 Corporate activities 3,594 2,711 3,970 $ 92,698 $ 91,952 $ 78,244 F-23 Table of Contents Year Ended December 31, 2022 2021 2020 Capital expenditures: Ethanol production $ 210,256 $ 181,731 $ 109,970 Agribusiness and energy services 1,647 2,896 1,195 Partnership 641 668 162 Corporate activities 75 1,976 472 $ 212,619 $ 187,271 $ 111,799 The following table sets forth total assets by operating segment (in thousands): Year Ended December 31, 2022 2021 Total assets (1) : Ethanol production $ 1,157,791 $ 1,101,151 Agribusiness and energy services 489,083 487,164 Partnership 108,680 100,349 Corporate assets 386,437 524,206 Intersegment eliminations ( 18,860 ) ( 53,115 ) $ 2,123,131 $ 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): December 31, 2022 2021 Finished goods $ 97,719 $ 91,448 Commodities held for sale 61,885 72,320 Raw materials 55,983 50,604 Work-in-process 18,499 19,783 Supplies and parts 44,864 33,683 $ 278,950 $ 267,838 F-24 Table of Contents 9. PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in thousands): December 31, 2022 2021 Plant equipment $ 1,089,890 $ 1,000,820 Buildings and improvements 186,391 180,713 Land and improvements 90,944 83,403 Railroad track and equipment 33,136 32,971 Construction-in-progress 207,366 111,745 Computer hardware and software 21,312 19,927 Office furniture and equipment 3,512 3,356 Leasehold improvements and other 29,074 27,609 Total property and equipment 1,661,625 1,460,544 Less: accumulated depreciation and amortization ( 632,298 ) ( 567,027 ) Property and equipment, net $ 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, 2022 and 2021 were as follows (in thousands): Ethanol Production Partnership Total Balance, December 31, 2020 $ — $ 10,598 $ 10,598 FQT acquisition 18,534 — 18,534 Balance, December 31, 2021 (1) 18,534 10,598 29,132 Balance, December 31, 2022 (1) $ 18,534 $ 10,598 $ 29,132 (1) The company records goodwill within other assets on the consolidated balance sheets. F-25 Table of Contents Intangible Assets 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): December 31, 2022 2021 Customer relationships and backlog $ 17,628 $ 17,628 Intellectual property 9,700 9,700 Trade name 1,300 1,300 Total 28,628 28,628 Accumulated amortization ( 10,640 ) ( 5,877 ) Total FQT intangible assets, net $ 17,988 $ 22,751 Weighted average remaining amortization period 11.0 years 11.5 years The company recogni zed $ 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' Fair Value at December 31, Liability Derivatives' Fair Value at December 31, 2022 2021 2022 2021 Derivative financial instruments - forwards $ 16,420 (1) $ 26,738 $ 44,686 (2) $ 26,117 (3) Other assets 1 8 — — Other liabilities — — — 196 Total $ 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. F-26 Table of Contents Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands): 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, 2022 2021 2020 Revenues $ 3,347 $ ( 60,261 ) $ 5,538 Cost of goods sold ( 5,753 ) 41,629 ( 2,115 ) Net gain (loss) recognized in loss before income taxes $ ( 2,406 ) $ ( 18,632 ) $ 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, 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 Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Year Ended December 31, 2022 2021 2020 Exchange traded futures and options Revenues $ 2,470 $ ( 201,249 ) $ ( 6,302 ) Forwards Revenues ( 7,404 ) 7,106 ( 4,511 ) Exchange traded futures and options Costs of goods sold ( 59,697 ) 12,879 17,137 Forwards Costs of goods sold ( 6,381 ) ( 6,381 ) 15,777 Net loss recognized in loss before income taxes $ ( 71,012 ) $ ( 187,645 ) $ 22,101 F-27 Table of Contents The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands): 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 Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the 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 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 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 $ 3,347 $ ( 5,753 ) Gain (loss) on fair value hedging relationships: Commodity contracts: Fair-value hedged inventories — 735 Exchange traded futures designated as hedging instruments — 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-28 Table of Contents 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 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 — 20,567 Exchange traded futures designated as hedging instruments — ( 14,695 ) 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 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 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 $ 5,538 $ ( 2,115 ) Gain (loss) on fair value hedging relationships: Commodity contracts: Fair-value hedged inventories — 5,098 Exchange traded futures designated as hedging instruments — ( 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 Table of Contents 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 ( 30,815 ) Bushels Corn Futures ( 5,155 ) (4) Bushels Corn Futures ( 2,856 ) Gallons Ethanol Futures ( 12,395 ) mmBTU Natural Gas Futures 2,140 (3) mmBTU Natural Gas Futures ( 4,755 ) (4) mmBTU Natural Gas Futures 6,720 (3) Gallons Natural Gasoline Options ( 2,173 ) Bushels Corn Options ( 459 ) mmBTU Natural Gas Forwards 33,919 — Bushels Corn Forwards 5,256 ( 245,555 ) Gallons Ethanol Forwards 66 ( 250 ) Tons Distillers Grains Forwards — ( 29,591 ) Pounds Renewable Corn Oil Forwards 21,933 ( 2,244 ) mmBTU Natural Gas (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. F-30 Table of Contents 12. DEBT The components of long-term debt are as follows (in thousands): December 31, 2022 2021 Corporate: 2.25 % convertible notes due 2027 (1) $ 230,000 $ 230,000 4.00 % convertible notes due 2024 (2) — 64,000 4.125 % convertible notes due 2022 (3) — 34,316 Green Plains SPE LLC: $ 125.0 million junior secured mezzanine notes due 2026 (4) 125,000 125,000 Green Plains Wood River and Green Plains Shenandoah: $ 75.0 million delayed draw loan agreement (5) 74,625 30,000 Green Plains Partners: $ 60.0 million term loan (6) (7) 58,969 60,000 Other 15,097 15,531 Total book value of long-term debt 503,691 558,847 Unamortized debt issuance costs ( 6,610 ) ( 9,556 ) Less: current maturities of long-term debt ( 1,838 ) ( 35,285 ) Total long-term debt $ 495,243 $ 514,006 (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. (4) Includes $ 0.7 million and $ 0.9 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. (5) Includes $ 0.3 million of unamortized debt issuance costs as of both December 31, 2022 and 2021. (6) Includes $ 0.4 million and $ 0.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. (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, Amount 2023 $ 1,927 2024 1,922 2025 1,918 2026 185,886 2027 231,910 Thereafter 80,128 Total $ 503,691 F-31 Table of Contents The components of short-term notes payable and other borrowings are as follows (in thousands): December 31, 2022 2021 Green Plains Finance Company, Green Plains Grain and Green Plains Trade: $ 350.0 million revolver $ 115,000 $ — Green Plains Commodity Management: $ 40.0 million hedge line 22,678 16,210 Green Plains Trade: $ 300.0 million revolver — 137,208 Green Plains Grain: $ 100.0 million revolver — 20,000 $ 137,678 $ 173,418 Corporate Activities 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 F-32 Table of Contents 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 MSC TM technology at the Wood River and Shenandoah facilities as well as other capital expenditures. F-33 Table of Contents 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 1.25 x, 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 F-34 Table of Contents 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 2.50 x. The minimum debt service coverage ratio required, as of the end of any fiscal quarter, is no less 1.10 x. 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 F-35 Table of Contents 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. 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 Shares and Deferred Stock Units Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2021 793,337 $ 14.64 Granted 303,099 30.13 Forfeited ( 6,547 ) 20.23 Vested ( 276,856 ) 15.79 Non-Vested at December 31, 2022 813,033 $ 19.98 1.8 Performance Share Awards 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-36 Table of Contents The non-vested performance share award activity for the year ended December 31, 2022 is as follows: Performance Shares Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2021 486,155 $ 13.93 Granted 146,589 29.47 Forfeited ( 74,966 ) 15.34 Vested ( 74,967 ) 15.28 Non-Vested at December 31, 2022 482,811 $ 18.22 1.9 Stock Options 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 Units Weighted- Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2021 19,482 $ 12.32 Granted 19,707 12.18 Vested ( 19,482 ) 12.32 Non-Vested at December 31, 2022 19,707 $ 12.18 0.5 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. F-37 Table of Contents 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, 2022 2021 2020 EPS - basic and diluted Net loss attributable to Green Plains $ ( 127,218 ) $ ( 65,992 ) $ ( 108,775 ) Weighted average shares outstanding - basic and diluted 55,541 46,652 34,631 EPS - basic and diluted $ ( 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-38 Table of Contents 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. The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 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 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 F-39 Table of Contents 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) 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): Year Ended December 31, Statements of Operations Classification 2022 2021 2020 Gains (losses) on cash flow hedges: Commodity derivatives $ 3,347 $ ( 60,261 ) $ 5,538 (1) Commodity derivatives ( 5,753 ) 41,629 ( 2,115 ) (2) Total gains (losses) on cash flow hedges ( 2,406 ) ( 18,632 ) 3,423 (3) Income tax expense (benefit) ( 578 ) ( 4,540 ) 857 (4) Amounts reclassified from accumulated other comprehensive income (loss) $ ( 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. 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-40 Table of Contents 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): Year Ended December 31, 2022 2021 2020 Current $ 232 $ 612 $ ( 37,047 ) Deferred 4,515 1,233 ( 13,336 ) Total income tax expense (benefit) $ 4,747 $ 1,845 $ ( 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): Year Ended December 31, 2022 2021 2020 Tax expense at federal statutory rate $ ( 21,222 ) $ ( 8,883 ) $ ( 33,698 ) State income tax expense (benefit), net of federal benefit 746 516 ( 802 ) Nondeductible compensation 1,221 1,037 421 Noncontrolling interests ( 5,245 ) ( 4,587 ) ( 4,015 ) Unrecognized tax benefits — ( 170 ) ( 28 ) Increase in valuation allowance 27,778 15,301 6,279 Stock compensation 1,105 ( 1,954 ) 721 Amended return adjustments — — ( 19,786 ) Other 364 585 525 Income tax expense (benefit) $ 4,747 $ 1,845 $ ( 50,383 ) F-41 Table of Contents Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards - Federal $ 12,098 $ 14,857 Net operating loss carryforwards - State 13,862 12,147 Tax credit carryforwards - Federal 63,857 64,081 Tax credit carryforwards - State 5,906 7,281 Derivative financial instruments 7,160 4,728 Section 174 capitalized expenses 42,115 — Interest expense carryforward 15,300 12,063 Investment in partnerships 45,445 43,244 Inventory valuation 3,491 1,259 Stock-based compensation — 1,312 Accrued expenses 4,770 4,511 Leases 8,820 8,885 Organizational and start-up costs 473 746 Other 810 912 Total 224,107 176,026 Valuation allowance ( 101,118 ) ( 69,834 ) Total deferred tax assets 122,989 106,192 Deferred tax liabilities: Fixed assets ( 116,781 ) ( 100,166 ) Right-of-use assets ( 6,035 ) ( 6,026 ) Stock-based compensation ( 173 ) — Total deferred tax liabilities ( 122,989 ) ( 106,192 ) Deferred income taxes $ — $ — 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 ende d December 31, 2014 through 2018 are currently under audit. T he company’s federal income tax returns for the tax years end ed 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-42 Table of Contents 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. 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): Year Ended December 31, 2022 2021 2020 Lease expense Operating lease expense $ 22,116 $ 19,587 $ 20,771 Variable lease expense (1) 1,394 1,225 1,681 Total lease expense $ 23,510 $ 20,812 $ 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): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,459 $ 19,579 $ 20,864 Right-of-use assets obtained in exchange for lease obligations: Operating leases 28,565 20,291 32,713 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: 2022 2021 Weighted average remaining lease term 4.9 years 5.5 years Weighted average discount rate 4.32 % 4.16 % F-43 Table of Contents Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of December 31, 2022 are as follows (in thousands): Year Ending December 31, Amount 2023 $ 23,227 2024 20,728 2025 16,194 2026 8,920 2027 5,361 Thereafter 11,171 Total 85,601 Less: Present value discount ( 9,365 ) Lease liabilities $ 76,236 Lease Revenue 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. Government Assistance 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 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. 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-44 Table of Contents 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. F-45 Table of Contents Earnings from equity method investments, net of income taxes, were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Green Plains Cattle Company LLC (1) $ — $ — $ 20,531 All others 71 700 562 Total income from equity method investments, net of income taxes $ 71 $ 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. December 31, 2020 (1) Total revenues $ 747,824 Total operating expenses 693,753 Net income $ 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. F-46