TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets	2

	Consolidated Statements of Operations	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Statements of Cash Flows	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3842

Item 4.	Controls and Procedures	4144


PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4245

Item 1A.	Risk Factors	4245

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4548

Item 3.	Defaults Upon Senior Securities	4548

Item 4.	Mine Safety Disclosures	4548

Item 5.	Other Information	4548

Item 6.	Exhibits	4548

Signatures		4850

GREEN PLAINS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)



	June 30,		December 31,		September 30,		December 31,
	2015		2014		2015		2014

	(unaudited)				(unaudited)
ASSETS	ASSETS				ASSETS
Current assets
Cash and cash equivalents	$	399,488	$	425,510	$	495,863	$	425,510
Restricted cash		17,468		29,742		16,658		29,742
Accounts receivable, net of allowances of $1,335 and $1,231, respectively		116,051		138,073		141,020		138,073
Income taxes receivable		12,541		-		5,236		-
Inventories		215,847		254,967		263,012		254,967
Prepaid expenses and other		13,672		18,776		12,184		18,776
Deferred income taxes		-		7,495		-		7,495
Derivative financial instruments		37,772		36,347		33,792		36,347
Total current assets		812,839		910,910		967,765		910,910
Property and equipment, net of accumulated depreciation of $305,650 and $274,543, respectively		819,555		825,210
Property and equipment, net of accumulated depreciation of $321,418 and $274,543, respectively						820,600		825,210
Goodwill		40,877		40,877		40,877		40,877
Other assets		52,957		51,560		51,627		51,560
Total assets	$	1,726,228	$	1,828,557	$	1,880,869	$	1,828,557

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY				LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	98,377	$	170,199	$	140,595	$	170,199
Accrued and other liabilities		32,438		61,118		38,266		65,083
Income taxes payable		-		2,907		4,168		2,907
Unearned revenue		8,593		3,965
Short-term notes payable and other borrowings		199,591		209,886		199,732		209,886
Current maturities of long-term debt		9,289		63,465		4,499		63,465
Current deferred income taxes		1,298		-		2,854		-
Total current liabilities		349,586		511,540		390,114		511,540

Long-term debt		443,555		399,440		443,396		399,440
Deferred income taxes		121,009		115,235		70,227		115,235
Other liabilities		4,865		4,893		5,942		4,893
Total liabilities		919,015		1,031,108		909,679		1,031,108

Stockholders' equity
Common stock, $0.001 par value; 75,000,000 shares authorized; 45,284,888 and 44,808,982 shares issued, and 38,084,888 and 37,608,982 shares outstanding, respectively		45		45
Common stock, $0.001 par value; 75,000,000 shares authorized; 45,283,060 and 44,808,982 shares issued, and 37,891,360 and 37,608,982 shares outstanding, respectively						45		45
Additional paid-in capital		573,632		569,431		575,915		569,431
Retained earnings		297,498		299,101		299,108		299,101
Accumulated other comprehensive income (loss)		1,846		(5,320)		4,625		(5,320)
Treasury stock, 7,200,000 shares		(65,808)		(65,808)
Total stockholders' equity		807,213		797,449
Treasury stock,7,391,700 and 7,200,000 shares, respectively						(69,811)		(65,808)
Total Green Plains stockholders' equity						809,882		797,449
Noncontrolling interest						161,308		-
Total liabilities and stockholders' equity	$	1,726,228	$	1,828,557	$	1,880,869	$	1,828,557



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014

Revenues	$	744,490	$	837,858	$	1,482,878	$	1,571,747
Cost of goods sold		697,164		759,543		1,409,997		1,392,683
Gross profit		47,326		78,315		72,881		179,064
Product revenues									$	740,634	$	831,779	$	2,219,319	$	2,399,384
Service revenues										2,163		2,146		6,356		6,288
Total revenues										742,797		833,925		2,225,675		2,405,672

Costs and expenses
Cost of goods sold, excluding depreciation and amortization										679,348		716,188		2,048,379		2,072,141
Operations and maintenance expenses										7,715		6,895		21,850		18,509
Selling, general and administrative expenses		22,924		19,369		44,375		41,774		19,280		20,217		58,473		56,898
Depreciation and amortization expenses										16,621		15,570		48,634		45,779
Total costs and expenses										722,964		758,870		2,177,336		2,193,327
Operating income		24,402		58,946		28,506		137,290		19,833		75,055		48,339		212,345

Other income (expense)
Interest income		210		143		430		255		319		164		749		420
Interest expense		(10,564)		(9,704)		(19,722)		(19,463)		(10,196)		(10,288)		(29,918)		(29,751)
Other, net		(1,034)		704		(1,965)		1,734		(519)		1,068		(2,484)		2,802
Total other income (expense)		(11,388)		(8,857)		(21,257)		(17,474)
Total other expense										(10,396)		(9,056)		(31,653)		(26,529)
Income before income taxes		13,014		50,089		7,249		119,816		9,437		65,999		16,686		185,816
Income tax expense		5,222		17,775		2,775		44,299
Income tax expense (benefit)										(604)		24,250		2,171		68,550
Net income	$	7,792	$	32,314	$	4,474	$	75,517		10,041		41,749		14,515		117,266
Net income attributable to noncontrolling interest										3,862		-		3,862		-
Net income attributable to Green Plains									$	6,179	$	41,749	$	10,653	$	117,266

Earnings per share:
Earnings per share
Net income attributable to Green Plains stockholders - basic									$	0.16	$	1.11	$	0.28	$	3.25
Net income attributable to Green Plains stockholders - diluted									$	0.16	$	1.03	$	0.27	$	2.90
Weighted average shares outstanding
Basic	$	0.20	$	0.86	$	0.12	$	2.14		38,066		37,588		37,966		36,101
Diluted	$	0.19	$	0.82	$	0.11	$	1.88		38,556		40,542		39,266		41,130
Weighted average shares outstanding:
Basic		38,027		37,467		37,916		35,322
Diluted		40,075		39,359		39,565		41,308
Cash dividend declared per share									$	0.12	$	0.08	$	0.28	$	0.16

Cash dividend declared per share	$	0.08	$	0.04	$	0.16	$	0.08

Three Months Ended
June 30,

Six Months Ended
June 30,

2015

2014

2015

2014

Net income
$
7,792

$
32,314

$
4,474

$
75,517
Other comprehensive income (loss), net of tax:

Unrealized gains (losses) on derivatives arising during period,
net of tax (expense) benefit of $2,470, $(12,364), $(3,327)
and $72,146, respectively

(4,108)

19,671

5,558

(119,121)
Reclassification of realized (gains) losses on derivatives, net
of tax expense (benefit) of $(6,031), $(36,471), $(962)
and $(67,543), respectively

10,030

58,020

1,608

111,521
Total other comprehensive income (loss), net of tax

5,922

77,691

7,166

(7,600)
Comprehensive income
$
13,714

$
110,005

$
11,640

$
67,917



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Net income	$	10,041	$	41,749	$	14,515	$	117,266
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on derivatives arising during period, net of tax (expense) benefit of $(2,232), $15,668, $(5,554) and $90,605, respectively		3,682		(24,836)		9,245		(141,166)
Reclassification of realized (gains) losses on derivatives, net of tax expense (benefit) of $547, $(31,428), $(420) and $(101,762), respectively		(903)		49,819		700		158,549
Total other comprehensive income, net of tax		2,779		24,983		9,945		17,383
Comprehensive income		12,820		66,732		24,460		134,649
Comprehensive income attributable to noncontrolling interest		3,862		-		3,862		-
Comprehensive income attributable to Green Plains	$	8,958	$	66,732	$	20,598	$	134,649



	Six Months Ended June 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Cash flows from operating activities:
Cash flows from operating activities
Net income	$	4,474	$	75,517	$	14,515	$	117,266
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		31,081		29,362		48,634		45,779
Amortization of debt issuance costs and debt discount		3,668		4,549		5,756		6,905
Deferred income taxes		11,323		9,463		(39,645)		11,655
Stock-based compensation		1,054		3,037		3,207		4,396
Undistributed equity in loss of affiliates		2,159		871		2,678		2,511
Other		104		52		104		1,047
Changes in operating assets and liabilities before effects of business combinations:
Accounts receivable		21,918		(6,509)		(3,051)		4,938
Inventories		39,120		29,018		(8,045)		(24,359)
Derivative financial instruments		10,033		(26,232)		18,503		14,212
Prepaid expenses and other assets		5,220		1,599		6,732		5,116
Accounts payable and accrued liabilities		(100,228)		2,461		(56,636)		28,288
Current income taxes		(13,021)		24,035		(1,532)		10,891
Unearned revenues		4,628		2,854
Other		1,671		936		1,300		(3,078)
Net cash provided by operating activities		23,204		151,013
Net cash provided (used) by operating activities						(7,480)		225,567

Cash flows from investing activities:
Cash flows from investing activities
Purchases of property and equipment		(28,690)		(28,935)		(44,464)		(44,242)
Acquisition of businesses, net of cash acquired		-		(23,900)		-		(23,900)
Investments in unconsolidated subsidiaries		(3,309)		(3,277)		(3,309)		(3,460)
Net cash used by investing activities		(31,999)		(56,112)		(47,773)		(71,602)

Cash flows from financing activities:
Cash flows from financing activities
Proceeds from the issuance of long-term debt		178,400		443,767		178,400		493,892
Payments of principal on long-term debt		(188,744)		(419,699)		(194,819)		(475,866)
Proceeds from short-term borrowings		1,568,129		1,782,974		2,382,589		2,716,499
Payments on short-term borrowings		(1,577,555)		(1,822,904)		(2,391,874)		(2,767,575)
Proceeds from issuance of Green Plains Partners common units, net						157,422		-
Payments for repurchase of common stock						(4,003)		-
Payments of cash dividends		(6,077)		(2,893)		(10,646)		(5,899)
Change in restricted cash		12,275		(12,084)		13,085		16,033
Payments of loan fees		(4,289)		(6,286)		(5,314)		(6,387)
Proceeds from exercises of stock options		634		3,576		766		4,424
Net cash used by financing activities		(17,227)		(33,549)
Net cash provided (used) by financing activities						125,606		(24,879)

Net change in cash and cash equivalents		(26,022)		61,352		70,353		129,086
Cash and cash equivalents, beginning of period		425,510		272,027		425,510		272,027
Cash and cash equivalents, end of period	$	399,488	$	333,379	$	495,863	$	401,113

Continued on the following page

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

References to “Green Plains” or the ~~“Company”~~“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.

The consolidated financial statements include the company’s accounts ~~of the Company~~ and ~~its controlled subsidiaries. All~~all significant intercompany balances and transactions ~~have been eliminated on a consolidated basis for reporting purposes.~~are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. ~~Results for the interim periods presented~~Interim period results are not necessarily indicative of the results to be expected for the entire year.

The accompanying unaudited consolidated financial statements ~~have been~~are prepared in ~~conformity~~accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. ~~Accordingly,~~Because they do not include all of the information and footnotes required by GAAP, ~~for complete financial statements. The~~the consolidated financial statements should be read in conjunction with the ~~Company’s~~company’s annual report on Form 10-K for the year ended December 31, 2014.

The unaudited financial information reflects ~~all~~ adjustments which are, in the opinion of management, necessary for a fair presentation of ~~the~~ results of operations, financial position and cash flows for the periods presented. The adjustments are ~~of a~~ normal and recurring in nature, ~~except as~~unless otherwise noted.

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

~~The preparation~~Preparation of the consolidated financial statements ~~in conformity with GAAP~~ requires management to make ~~certain~~ estimates and assumptions that affect the reported ~~amounts of~~ assets and liabilities, ~~and 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~~company bases its estimates on historical experience and ~~other~~ assumptions ~~that~~ it believes are proper and reasonable under the circumstances. The ~~Company~~company regularly evaluates the appropriateness of these estimates and ~~assumptions used in the preparation of its consolidated financial statements.~~assumptions. Actual results could differ from those estimates. Key accounting policies, including ~~but not limited to~~ those ~~relating~~related to revenue recognition, depreciation of property and equipment, asset retirement obligations, impairment of long-lived assets and goodwill, derivative financial instruments and accounting for income taxesare ~~impacted significantly~~affected by judgments, assumptions and estimates used ~~in the preparation of~~to prepare the consolidated financial statements.

Green Plains is ~~North America’s~~the fourth largest ethanol ~~producer.~~producer in North America. The ~~Company~~company operates ~~its business~~ within four business segments: (1) ethanol production, which includes the production of ethanol, ~~and~~ distillers grains ~~collectively referred to as ethanol production, (2)~~and corn oil, ~~production, (3)~~(2) agribusiness, which includes grain handling and storage and cattle feedlot operations, ~~collectively referred to as agribusiness,~~(3) marketing and ~~(4)~~distribution, which includes marketing and merchant trading ~~and logistics services~~ for ~~Company-produced~~company-produced and third-party ethanol, distillers grains, corn oil and other commodities, and ~~the operation of~~(4) partnership, which includes fuel ~~terminals, collectively referred to as marketing~~storage and ~~distribution.~~transportation services. The ~~Company~~company is also is a partner in a joint venture focused on developing technology to ~~commercialize advanced technologies for the growing~~grow and ~~harvesting of algal biomass.~~harvest algae in commercially viable quantities.

The ~~Company~~company recognizes revenue when ~~all of~~ the following criteria are satisfied: persuasive evidence ofthat an arrangement ~~exists;~~exists, title of product and risk of loss ~~and title transfer~~are transferred to the ~~customer; the~~customer, price is fixed and ~~determinable;~~determinable and collectability is reasonably assured.

~~For sales~~Sales of ethanol, distillers grains, corn oil and other commodities by the ~~Company’s~~company’s marketing business ~~revenue is~~are recognized when title ~~to the~~of product and risk of loss ~~transfer~~are transferred to an external customer. Revenues related to marketing ~~operations~~ for third parties are ~~recorded~~presented on a gross basis aswhen the ~~Company~~company takes title toof the product and assumes risk of loss. Unearned revenue is ~~reflected on the consolidated balance sheets~~recorded for goods in transit ~~for which~~when the ~~Company~~company has received payment ~~and~~but the title has not yet been transferred to the customer. Revenues ~~from the Company’s fuel terminal operations, which include~~for receiving, storing, transferring and transporting ethanol ~~transload services,~~and other fuels are recognized when ~~these services are completed.~~the product is delivered to the customer.

The ~~Company~~company routinely enters into fixed-price, physical-delivery energy commodity purchase and sale agreements. ~~In certain instances,~~At times, the ~~Company intends to settle~~company settles these transactions by transferring its obligations to other counterparties rather than bydelivering the physical ~~delivery.~~commodity. These transactions are reported net as a component of revenues. Revenues also include realized gains and losses on related derivative financial instruments, ineffectiveness on cash flow hedges and reclassifications of realized gains and losses on effective cash flow hedges from accumulated other comprehensive income ~~(loss).~~or loss.

Sales of agricultural commodities, including cattle, are recognized when title ~~to the~~of product and risk of loss ~~transfer~~are transferred to the customer, which ~~is dependent~~depends on the agreed upon ~~sales terms with the customer. These~~terms. The sales terms provide ~~for~~ passage of title ~~either at the time~~when shipment is made or ~~at the time~~ the commodity is delivered and the customer has ~~been delivered~~agreed to ~~its destination and~~ final weights, grades and settlement ~~prices have been agreed upon with the customer.~~prices. Revenues related to grain merchandising are presented gross ~~in the statements of operations with amounts billed for~~and include shipping and handling, ~~included in revenues and~~which is also as a component of cost of goods sold. Revenues from grain storage are recognized aswhen services are rendered.

Cost of goods sold includes ~~costs for~~ direct labor, materials and ~~certain~~ plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ~~the operation of the Company’s~~ ethanol ~~plants.~~plant operations. Grain purchasing and receiving costs, ~~other than~~excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold. ~~Direct materials consist of~~Materials include the ~~costs~~cost of corn feedstock, denaturant and process chemicals. Corn feedstock costs include unrealized gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer ~~costs. Corn feedstock~~ costs ~~also include~~as well as realized gains and losses on related derivative financial instruments, ineffectiveness on cash flow hedges and reclassifications of realized gains and losses on effective cash flow hedges from accumulated other comprehensive income ~~(loss).~~or loss. Plant overhead ~~costs~~consists primarily ~~consist~~ of plant utilities, ~~plant~~ depreciation and outbound freight charges. Shipping costs incurred ~~directly~~ by the ~~Company,~~company, including railcar lease costs, are also reflected in cost of goods sold.

The ~~Company~~company uses exchange-traded futures and options contracts to minimize the ~~effects~~effect of price changes inon the ~~prices of agricultural commodities on its~~ agribusiness segment’s grain and cattle inventories and forward purchase and sales contracts. Exchange-traded futures and options contracts are valued at quoted market ~~prices. These contracts are~~prices and settled predominantly ~~settled~~ in cash. The ~~Company~~company is exposed to loss ~~in the event of non-performance by the counter-party to~~when counterparties default on forward purchase and ~~forward~~ sale contracts. Grain inventories held for sale and forward purchase ~~contracts~~ and ~~forward~~ sale contracts ~~in the agribusiness segment~~ are valued at market prices ~~where~~when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and ~~the~~ local markets ~~on which~~where the terms of the contracts are based. Changes in the fair value of grain inventories held for sale, forward purchase and sale contracts and exchange-traded futures and options contracts ~~in the agribusiness segment,~~ are recognized ~~in earnings~~ as a component of cost of goods sold.

~~To minimize the risk and the effects of the volatility of commodity price changes primarily related to corn, ethanol, cattle and natural gas, the Company~~The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options ~~contracts.~~contracts, to minimize risk and the effect of price changes related to corn, ethanol, cattle and natural gas. The ~~Company~~company monitors and manages this exposure as part of its overall risk management ~~policy. As such, the Company seeks~~policy to reduce the ~~potentially~~ adverse ~~effects that the~~effect market volatility ~~of these markets~~ may have on its operating results. The ~~Company~~company may ~~take hedging positions in~~hedge these commodities as one way to mitigate ~~risk. While the Company attempts to link its hedging activities to purchase and sales activities,~~risk, however, there ~~are~~may be situations ~~in which~~when these hedging activities ~~can~~ themselves result in losses.

By using derivatives to hedge exposures to changes in commodity prices, the ~~Company~~company has exposures on these derivatives to credit and market risk. The ~~Company is exposed~~company’s exposure to credit risk ~~that~~includes the ~~counterparty might fail~~counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The ~~Company~~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 ~~the~~their financial ~~condition of its counterparties.~~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~~company manages market risk by incorporating parameters to monitor exposure within its risk management strategy which limits the types of derivative instruments and derivative strategies the company can use and the degree of market risk it can take by the use of derivative instruments.

monitoring parameters within its risk management strategy that limit the types of derivative instruments and derivative strategies the Company uses, and the degree of market risk that may be undertaken by the use of derivative instruments.

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

Certain qualifying derivatives related to the ethanol production and agribusiness segments are designated as cash flow hedges. ~~Prior to entering into cash flow hedges, the Company~~The company evaluates the derivative instrument to ascertain its ~~effectiveness. For~~effectiveness prior to entering into cash flow ~~hedges, any ineffectiveness~~hedges. Ineffectiveness is recognized in current period results, while other unrealized gains and losses are reflected in accumulated other comprehensive income until ~~gains and losses~~the gain or loss from the underlying hedged transaction ~~are~~is realized. ~~In the event that~~When it becomes probable ~~that~~ a forecasted transaction will not occur, the ~~Company would discontinue~~ cash flow hedge treatment is discontinued, which ~~would affect~~affects earnings. These derivative financial instruments are recognized in current assets or other current liabilities at fair value.

At times, the ~~Company~~company hedges its ~~exposures~~exposure to changes in the value of inventories and designates ~~certain~~ qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted ~~through~~in current period results for changes in ~~the~~ fair ~~value arising from changes in underlying prices. Any ineffectiveness~~value. Ineffectiveness is recognized in current period results to the extent ~~that~~ the change in ~~the~~ fair value of the inventory is not offset by the change in ~~the~~ fair value of the derivative.

~~The Company will be required to adopt the amended guidance in ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~, which replaces existing revenue recognition guidance by requiring revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Financial Accounting Standards Board has approved deferral of required adoption of the amended guidance by one year, from January 1, 2017 to January 1, 2018. Early application beginning January 1, 2017 is permitted. The Company has not yet selected a transition method nor has it determined the effect of the updated standard on its consolidated financial statements and related disclosures.

Effective January 1, 2016, the ~~Company~~company will adopt the amended guidance in ASC Topic 835-30, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs~~. The amended guidance~~, which requires ~~that~~ debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance will be applied on a retrospective basis, ~~wherein~~and the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of ~~applying~~ the new guidance.

Effective January 1, 2016, the company will adopt the amended guidance in ASC Topic 810, Consolidation: Amendments to the Consolidation Analysis, which reduces the number of consolidation models and simplifies the guidance by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of related-party guidance when determining a controlling financial interest in a variable interest entity, and changing consolidation conclusions for companies in industries that typically make use of limited partnerships or variable interest entities. The amended guidance will be applied prospectively.

Effective January 1, 2017, the ~~Company~~company will adopt the amended guidance in ASC Topic 330, Inventory: Simplifying the Measurement of Inventory~~. The amended guidance~~, which requires inventory to be measured at ~~the~~ lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amended guidance will be applied prospectively.

Effective January 1, 2018, the company will adopt the amended guidance in ASC Topic 606, Revenue from Contracts with Customers, which requires revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits either the retrospective or cumulative effect transition method. Early application beginning January 1, 2017 is permitted. The company has not yet selected a transition method nor has it determined the effect of the updated standard on its consolidated financial statements and related disclosures.

On July 1, 2015, Green Plains Partners LP, or the partnership, a newly formed subsidiary of the company, closed its initial public offering, or the IPO. In conjunction with the IPO, the company contributed its downstream ethanol transportation and storage assets to the partnership. A total of 11,500,000 common units, representing limited partner interests including 1,500,000 common units pursuant to the underwriters’ overallotment option, were sold to the public for $15.00 per common unit. The partnership received net proceeds of approximately $157.4 million, after deducting underwriting discounts, structuring fees and offering expenses. The partnership used the proceeds to make a distribution to the company of $155.3 million and to pay approximately $0.9 million in origination fees under its new $100.0 million revolving credit facility. The remaining $1.2 million was retained for general partnership purposes. The company now owns a 62.5% limited partner interest, consisting of 4,389,642 common units and 15,889,642 subordinated units, and a 2.0% general partner interest in the partnership. The public owns the remaining 35.5% limited partner interest in the partnership. As such, the partnership is consolidated in the company’s financial statements.

During the subordination period, which is described in the partnership agreement for Green Plains Partners, holders of the subordinated units are not entitled to receive distributions until the common units have received the minimum quarterly distribution plus any arrearages of the minimum quarterly distribution from prior quarters. If the partnership does not pay distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common unit at the end of the subordination period.

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 initial assets include (i) 27 ethanol storage facilities, located at or near the company’s 12 ethanol production 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 production plants, (ii) eight 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 2,200 railcars with an aggregate capacity of 66.3 million gallons, or mmg, as of September 30, 2015 which is contracted to transport ethanol from the company’s ethanol production plants to refineries throughout the United States and international export terminals. The partnership expects to be the company’s primary downstream logistics provider to support its over one billion gallons per year, or bgy, ethanol marketing and distribution business since the partnership’s assets are the principal method of storing and delivering the ethanol the company produces.

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. In connection with the IPO, the partnership (1) entered into (i) a ten-year fee-based storage and throughput agreement; (ii) a six-year fee-based rail transportation services agreement; and (iii) a one-year fee-based trucking transportation agreement, and (2) assumed (i) an approximately 2.5-year terminal services agreement for the partnership’s Birmingham, Alabama-unit train terminal; and (ii) various other terminal services agreements for its other fuel terminal facilities, each with Green Plains Trade. 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.

Green Plains owns a 62.5% limited partner interest, a 2.0% general partner interest in the partnership and all of the partnership’s incentive distribution rights, with the remaining 35.5% limited partner interest owned by public common unitholders as of September 30, 2015.

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.

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

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities ~~that~~ the ~~Company has the ability to~~company can access at the measurement date. Level 1 unrealized gains and losses on commodity derivatives relate to exchange-traded open trade equity and option values in the ~~Company’s~~company’s brokerage accounts.

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;1, quoted prices for identical or similar assets in markets that are not ~~active;~~active, and other inputs that are observable or can be substantially corroborated by observable market data bythrough correlation or other means. Grain inventories held for sale in the agribusiness segment are valued at nearby futures values, plus or minus nearby ~~basis levels.~~basis.

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

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



	Fair Value Measurements at June 30, 2015									Fair Value Measurements at September 30, 2015
	Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs		Reclassification for Balance Sheet				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Reclassification for Balance Sheet
	(Level 1)			(Level 2)		Presentation		Total		(Level 1)		(Level 2)		Presentation		Total

Assets:
Cash and cash equivalents	$	399,488		$	-	$	-	$	399,488	$	495,863	$	-	$	-	$	495,863
Restricted cash		17,468			-		-		17,468		16,658		-		-		16,658
Margin deposits		15,037			-		(15,037)		-		13,752		-		(13,752)		-
Inventories carried at market		-			13,979		-		13,979		-		19,802		-		19,802
Unrealized gains on derivatives		11,519			21,968		4,285		37,772		13,286		12,307		8,199		33,792
Total assets measured at fair value	$	443,512		$	35,947	$	(10,752)	$	468,707	$	539,559	$	32,109	$	(5,553)	$	566,115

Liabilities:			��
Unrealized losses on derivatives	$	8,261		$	12,592	$	(10,752)	$	10,101	$	2,261	$	10,200	$	(5,553)	$	6,908
Other											-		26		-		26
Total liabilities measured at fair value	$	8,261		$	12,592	$	(10,752)	$	10,101	$	2,261	$	10,226	$	(5,553)	$	6,934



	Fair Value Measurements at December 31, 2014
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Reclassification for Balance Sheet
	(Level 1)		(Level 2)		Presentation		Total

Assets:
Cash and cash equivalents	$	425,510	$	-	$	-	$	425,510
Restricted cash		29,742		-		-		29,742
Margin deposits		24,488		-		(24,488)		-
Inventories carried at market		-		36,411		-		36,411
Unrealized gains on derivatives		11,877		18,111		6,359		36,347
Other assets		118		3		-		121
Total assets measured at fair value	$	491,735	$	54,525	$	(18,129)	$	528,131

Liabilities:
Unrealized losses on derivatives	$	18,129	$	28,082	$	(18,129)	$	28,082
Total liabilities measured at fair value	$	18,129	$	28,082	$	(18,129)	$	28,082

The ~~Company~~company believes the fair value of its debt ~~approxim~~was ~~ated $654.3~~approximately $646.0 million ~~compared to~~compared with a book va~~lue~~value of ~~$652.4~~$647.6 million at ~~June~~September 30, 2015 and the fair value of its debt ~~approximated~~was approximately $676.5 million compared towith a book value of $672.8 million at December 31, ~~2014~~.2014. The ~~Company estimates~~company estimated the fair value of its outstanding debt using Level 2 inputs. The ~~Company~~company believes the fair values of its accounts receivable and accounts payable approximated book value, which were ~~$116.1~~$141.0 million and ~~$98.4~~$140.6 million, respectively, at ~~June~~September 30, 2015 and $138.1 million and $170.2 million, respectively, at December 31, 2014.

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

As a result of the IPO, the company implemented organizational changes during the third quarter of 2015. Company management now reviews the financial and operating performance inof the following four ~~separate~~ operating segments: (1) ethanol production, which includes the production of ethanol, ~~and~~ distillers grains ~~collectively referred to as ethanol production, (2)~~and corn oil, ~~production, (3)~~(2) agribusiness, which includes grain handling and storage and cattle feedlot operations, ~~collectively referred to as agribusiness,~~(3) marketing and ~~(4)~~distribution, which includes marketing and merchant trading ~~and logistics services~~ for ~~Company-produced~~company-produced and third-party ethanol, distillers grains, corn oil and other commodities, and (4) partnership, which includes fuel storage and transportation services. Prior periods have been reclassified to conform to the revised segment presentation.

When transferring assets between entities under common control under GAAP, the entity receiving the net assets initially recognizes the carrying amounts of the assets and liabilities at the date of transfer. The transferee’s prior period financial statements are restated for all periods its operations were part of the parent’s consolidated financial statements. On July 1, 2015, Green Plains Partners received ethanol storage and railcar assets and liabilities in a transfer between entities under common control. The transferred assets and liabilities are recognized at the company’s historical cost and reflected retroactively in the segment information of the consolidated financial statements presented in this Form 10-Q. The assets of Green Plains Partners were previously included in the ethanol production and marketing and distribution segments. Expenses related to the ethanol storage and railcar assets, such as depreciation, amortization and railcar lease expenses, are also reflected retroactively in the following segment information. There are no revenues related to the operation of ~~fuel terminals, collectively referred~~these ethanol storage and railcar assets in the partnership segment prior to ~~as marketing and distribution. Selling,~~July 1, 2015, the date the related commercial agreements with Green Plains Trade became effective.

Corporate activities include selling, general and administrative expenses, ~~primarily~~ consisting ~~of compensation~~primarily of corporate ~~employees,~~employee compensation, professional fees and overhead costs not directly related to a specific operating ~~segment, are reflected in the table below as corporate activities.~~segment.

During the normal course of business, the ~~Company enters into transactions between segments. Examples of these intersegment transactions include, but are not limited to,~~ operating segments do business with each other. For example, the ethanol production segment ~~selling~~sells ethanol to the marketing and distribution segment, ~~and~~ the agribusiness segment ~~selling~~sells grain to the ethanol production segment and the partnership segment provides fuel storage and transportation services for the marketing and distribution segment. These intersegment activities are treated like third-party transactions and recorded ~~by each segment~~ at ~~prices approximating~~ market ~~and treated as if they are third-party transactions.~~values. Consequently, these transactions affect segment performance; however, they do not impact ~~segment performance. However,~~the company’s consolidated results since the revenues and corresponding costs are eliminated in ~~consolidation and do not impact the Company’s consolidated results.~~consolidation.

Revenues, cost of goods sold, excluding depreciation and amortization, and operating income by segments are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014

Revenues:
Ethanol production:
Revenues from external customers (1)	$	38,856	$	(71,054)	$	102,950	$	(98,486)
Intersegment revenues		411,582		603,529		764,441		1,169,332
Total segment revenues		450,438		532,475		867,391		1,070,846
Corn oil production:
Revenues from external customers (1)		-		(7)		(13)		-	$	37,702	$	34,593	$	140,640	$	(63,893)
Intersegment revenues		17,027		20,381		33,836		36,765		352,215		568,938		1,145,879		1,764,734
Total segment revenues		17,027		20,374		33,823		36,765		389,917		603,531		1,286,519		1,700,841
Agribusiness:
Revenues from external customers (1)		78,642		33,488		136,976		51,729		54,519		23,747		191,495		75,476
Intersegment revenues		264,935		347,116		527,718		651,354		255,671		290,543		783,388		941,897
Total segment revenues		343,577		380,604		664,694		703,083		310,190		314,290		974,883		1,017,373
Marketing and distribution:
Revenues from external customers (1)		626,992		875,431		1,242,965		1,618,504		648,413		773,439		1,887,184		2,387,801
Intersegment revenues		31,887		34,595		71,262		68,060		21,914		40,616		93,176		108,677
Total segment revenues		658,879		910,026		1,314,227		1,686,564		670,327		814,055		1,980,360		2,496,478
Partnership:
Revenues from external customers (1)										2,163		2,146		6,356		6,288
Intersegment revenues										19,247		1,255		21,895		3,267
Total segment revenues										21,410		3,401		28,251		9,555
Revenues including intersegment activity		1,469,921		1,843,479		2,880,135		3,497,258		1,391,844		1,735,277		4,270,013		5,224,247
Intersegment eliminations		(725,431)		(1,005,621)		(1,397,257)		(1,925,511)		(649,047)		(901,352)		(2,044,338)		(2,818,575)
Revenues as reported	$	744,490	$	837,858	$	1,482,878	$	1,571,747	$	742,797	$	833,925	$	2,225,675	$	2,405,672



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Cost of goods sold, excluding depreciation and amortization:
Ethanol production	$	365,348	$	512,621	$	1,184,595	$	1,448,082
Agribusiness		307,995		311,691		962,979		1,009,246
Marketing and distribution		656,934		800,100		1,950,327		2,437,813
Partnership		-		-		-		-
Intersegment eliminations		(650,929)		(908,224)		(2,049,522)		(2,823,000)
	$	679,348	$	716,188	$	2,048,379	$	2,072,141



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Operating income (loss):
Ethanol production	$	5,528	$	72,836	$	43,139	$	198,359
Agribusiness		365		1,136		5,833		3,341
Marketing and distribution		9,406		8,378		17,446		43,446
Partnership		11,030		(5,268)		416		(14,054)
Intersegment eliminations		1,882		6,842		5,264		4,270
Corporate activities		(8,378)		(8,869)		(23,759)		(23,017)
	$	19,833	$	75,055	$	48,339	$	212,345

Three Months Ended
June 30,

Six Months Ended
June 30,

2015

2014

2015

2014

Gross profit (loss):

Ethanol production
$
24,284

$
35,171

$
17,464

$
106,859
Corn oil production

9,625

10,931

20,010

18,746
Agribusiness

4,006

2,499

9,218

5,475
Marketing and distribution

10,714

9,899

22,868

50,615
Intersegment eliminations

(1,303)

19,815

3,321

(2,631)

$
47,326

$
78,315

$
72,881

$
179,064
Operating income (loss):

Ethanol production
$
18,230

$
30,111

$
5,087

$
96,337
Corn oil production

9,567

10,874

19,778

18,582
Agribusiness

2,258

1,269

5,468

2,205
Marketing and distribution

4,564

4,391

10,172

36,885
Intersegment eliminations

(1,303)

19,815

3,381

(2,571)
Corporate activities

(8,914)

(7,514)

(15,380)

(14,148)

$
24,402

$
58,946

$
28,506

$
137,290

~~The following table sets forth revenues~~Revenues by product ~~line~~are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014

Revenues:
Ethanol	$	468,998	$	618,386	$	913,299	$	1,148,427	$	468,005	$	617,130	$	1,381,203	$	1,765,561
Distillers grains		128,503		143,695		237,891		280,687		121,273		132,233		359,164		412,920
Corn oil		19,619		22,196		38,700		39,328		28,949		24,866		67,649		64,198
Grain		53,688		44,172		152,774		73,372		47,106		42,085		199,982		115,448
Cattle		66,287		3,431		111,478		3,431		56,904		12,728		168,381		16,158
Service revenues										2,163		2,146		6,356		6,288
Other		7,395		5,978		28,736		26,502		18,397		2,737		42,940		25,099
	$	744,490	$	837,858	$	1,482,878	$	1,571,747	$	742,797	$	833,925	$	2,225,675	$	2,405,672

~~The following table sets forth total~~Total assets by ~~operating~~ segment are as follows (in thousands):

Inventories are carried at ~~the~~ lower of cost or market, except for grain held for sale and fair value hedged inventories, which are ~~valued~~reported at market value.

The ~~Company~~company did not have any changes in the carrying amount of goodwill, which was $40.9 million during the ~~six~~nine months ended ~~June~~September 30, 2015. Goodwill of $30.3 million is attributable to the ethanol production segment and $10.6 million is attributable to the ~~marketing and distribution~~partnership segment.

At ~~June~~September 30, 2015, the ~~Company’s~~company’s consolidated balance sheet ~~reflects~~reflected unrealized gains of $4.6 million, net of tax, ~~of $1.8 million~~ in accumulated other comprehensive income. The ~~Company~~company expects ~~that all of the unrealized~~these gains ~~at June~~w ~~30, 2015 will~~ill be reclassified ~~into~~as operating income over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount ~~ultimately~~ realized in operating income, ~~however,~~ will differ as commodity prices change.

The ~~following table provides information about the~~ fair values of the ~~Company’s~~company’s derivative financial instruments and the line items on the consolidated balance sheets ~~in which the fair values~~where they are ~~reflected~~reported are as follows (in thousands):



	Asset Derivatives'						Liability Derivatives'				Asset Derivatives'						Liability Derivatives'
	Fair Value						Fair Value				Fair Value						Fair Value
	June 30,			December 31,			June 30,		December 31,		September 30,			December 31,			September 30,		December 31,
	2015			2014			2015		2014		2015			2014			2015		2014

Derivative financial instruments (1)	$	22,735	(2)	$	11,859	(3)	$	-	$	-	$	20,040	(2)	$	11,859	(3)	$	-	$	-
Other assets		-			3			-		-		-			3			-		-
Accrued and other liabilities		-			-			10,101		28,082		-			-			6,908		28,082
Other liabilities												-			-			26		-
Total	$	22,735		$	11,862		$	10,101	$	28,082	$	20,040		$	11,862		$	6,934	$	28,082

(1) Derivative financial instruments as reflected on the consolidated balance sheets are net of related margin deposit assets of ~~$15.0~~$13.8 million andand $24.5 million at ~~June~~September 30, 2015 and December 31, 2014, respectively.

(2) Balance at ~~June~~September 30, 2015 i~~ncludes $1.2~~includes $2.3 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments.

(3)Balance at December 31, 2014 includes $0.6 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments.

Refer to Note 23 - Fair Value Disclosures, which ~~also~~ contains fair value information related to derivative financial instruments.

Effect of Derivative Instruments on Consolidated Statements of Operations and Consolidated Statements of Stockholders’ Equity and Comprehensive Income

The ~~following tables provide information about~~ gains or losses recognized in income and other comprehensive income onrelated to the ~~Company’s~~company’s derivative financial instruments and the line items inon the consolidated financial statements ~~in which such gains and losses~~where they are ~~reflected~~reported are as follows (in thousands):

Gains (Losses) Reclassified from Accumulated
Other Comprehensive Income (Loss)

Three Months Ended
June 30,

Six Months Ended
June 30,
into Net Income

2015

2014

2015

2014

Revenues

$
(8,141)

$
(125,177)

$
3,708

$
(213,323)
Cost of goods sold

(7,920)

30,686

(6,278)

34,259
Net increase (decrease) recognized in earnings before tax

$
(16,061)

$
(94,491)

$
(2,570)

$
(179,064)



Effective Portion of Cash Flow Hedges Recognized in	Three Months Ended September 30,				Nine Months Ended September 30,
Other Comprehensive Income (Loss)	2015		2014		2015		2014

Commodity Contracts	$	5,914	$	(40,504)	$	14,799	$	(231,771)

There were no gains or losses ~~due to the discontinuance of~~from discontinuing cash flow ~~hedge~~ or fair value hedge treatment during the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014.

The ~~following table summarizes volumes of~~ open commodity derivative positions as of ~~June~~September 30, 2015, are as follows (in thousands):

June 30, 2015

September 30, 2015

Exchange Traded

Non-Exchange Traded

Exchange Traded

Non-Exchange Traded

Derivative Instruments

Net Long & (Short) (1)

Long (2)

(Short) (2)

Unit of Measure

Commodity

Net Long & (Short) (1)

Long (2)

(Short) (2)

Unit of Measure

Commodity

Futures

(11,150)

Bushels

Corn, Soybeans and Wheat

Futures

(12,220)

Bushels

Corn, Soybeans and Wheat

(3,045)

(3)

Bushels

Corn

Futures

6,400

(3)

Bushels

Corn

(10,885)

(4)

Bushels

Corn

Futures

80,556

Gallons

Ethanol

21,714

Gallons

Ethanol

Futures

(93,660)

(3)

Gallons

Ethanol

(43,092)

(3)

Gallons

Ethanol

Futures

(5,473)

mmBTU

Natural Gas

(2,800)

Pounds

Cattle

Futures

(2,540)

(4)

mmBTU

Natural Gas

(37,560)

(3)

Pounds

Cattle

Futures

2,600

Pounds

Cattle

(5,943)

mmBTU

Natural Gas

Futures

(17,800)

(3)

Pounds

Cattle

(5,088)

(4)

mmBTU

Natural Gas

Futures

Barrels

Crude Oil

(226)

Barrels

Crude Oil

Futures

(4,140)

Pounds

Soybean Oil

7,500

Pounds

Soybean Oil

Options

622

Bushels

Corn, Soybeans and Wheat

(5,304)

Bushels

Corn, Soybeans and Wheat

Options

4,506

Gallons

Ethanol

12,882

Gallons

Ethanol

Options

(35,544)

Pounds

Cattle

(5,271)

Pounds

Cattle

Options

(80)

Barrels

Crude Oil

106

mmBTU

Natural Gas

Options

6,540

Pounds

Soybean Oil

Barrels

Crude Oil

Options

mmBTU

Natural Gas

Forwards

20,587

(6,437)

Bushels

Corn and Soybeans

Forwards

24,094

(9,223)

Bushels

Corn and Soybeans

22,738

(146,698)

Gallons

Ethanol

Forwards

4,950

(198,922)

Gallons

Ethanol

114

(346)

Tons

Distillers Grains

Forwards

135

(423)

Tons

Distillers Grains

19,044

(84,560)

Pounds

Corn Oil

Forwards

16,513

(90,146)

Pounds

Corn Oil

10,829

(2,254)

mmBTU

Natural Gas

Forwards

8,047

(5,134)

mmBTU

Natural Gas

561

(489)

Barrels

Crude Oil

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 ~~$2.4~~$2.9 million and ~~$7.7~~$10.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, and net losses of ~~$0.2~~$0.3 million and ~~$1.3~~$7.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively, on energy trading contracts.

The ~~principal balances of the~~ components of long-term debt are as follows (in thousands):



	June 30,		December 31,		September 30,		December 31,
	2015		2014		2015		2014

Green Plains Fairmont and Green Plains Wood River:
$62.5 million term loan	$	-	$	40,000	$	-	$	40,000
Green Plains Holdings II:
$46.8 million term loans		-		29,510		-		29,510
$20.0 million revolving term loan		-		6,000		-		6,000
Green Plains Obion:
$37.4 million revolving term loan		-		27,400		-		27,400
Green Plains Processing:
$345.0 million term loan		321,840		213,775		316,167		213,775
Green Plains Superior:
$15.6 million revolving term loan		-		15,025		-		15,025
Corporate:
$120.0 million convertible notes		103,072		100,845		104,221		100,845
Other		27,932		30,350		27,507		30,350
Total long-term debt		452,844		462,905		447,895		462,905
Less: current portion of long-term debt		(9,289)		(63,465)		(4,499)		(63,465)
Long-term debt	$	443,555	$	399,440	$	443,396	$	399,440

Short-term notes payable and other borrowings at ~~June~~September 30, 2015, ~~included~~include working capital revolvers at Green Plains Cattle, Green Plains Grain ~~and~~and Green Plains Trade with outstanding b~~alances~~balances of ~~$81.4~~$58.0 million, ~~$47.0~~$60.0 million and ~~$71.2~~$81.7 million, respectively. Short-term notes payable and other borrowings at December 31, 2014, ~~included~~include working capital revolvers at Green Plains Cattle, Green Plains Grain and Green Plains Trade with outstanding balances of $77.0 million, $37.0 million and $95.9 million, respectively.

~~During the second quarter of 2015,~~ Green Plains Processing ~~LLC (“Green Plains Processing”),~~has a wholly-owned subsidiary of the Company, amended its senior secured credit facility to increase the outstanding borrowings by $120.0 million. The proceeds were primarily used to refinance debt outstanding, with maturity dates ranging from November 2015 to May 2020, at certain of the Company’s subsidiaries (that are now subsidiaries of the Green Plains Processing), which include Green Plains Holdings II LLC, Green Plains Obion LLC, Green Plains Superior LLC, Green Plains Fairmont LLC and Green Plains Wood River LLC, to pay fees and expenses in connection therewith and for general corporate purposes.

~~The~~ $345.0 million senior secured credit facility, which is guaranteed by the ~~Company~~company and ~~each of the~~ subsidiaries of Green Plains Processing and secured by the stock and substantially all of the assets of Green Plains ~~Processing and its subsidiaries.~~Processing. The ~~credit facility bears~~ interest ~~at a~~ rate ~~equal to 5.5%~~is 5.50% plus LIBOR, subject to a ~~1.0%~~1.00% floor. The terms of the credit facility require the borrower to maintain a maximum total leverage ratio of 4.00 to 1.00 at the end of each quarter, decreasing to 3.25 to 1.00 over the life of the credit facility and a minimum fixed charge coverage ratio of 1.25 to 1.00. The credit facility also has a provision requiring the company to make special quarterly payments of 50% to 75% of its available free cash flow, subject to certain limitations.

At ~~June~~September 30, 2015, the interest rate on this term debt was ~~6.5%~~6.50%. Commencing in the third quarter of 2015, scheduled principal payments are $0.9 million each quarter. The terms of the credit facility require the Borrower to maintain a maximum total leverage ratio at the end of each fiscal quarter of not more than 4.00 to 1.00, initially, decreasing to 3.25 to 1.00 over the life of the credit facility. The terms of the credit facility also require a minimum fixed charge coverage ratio of 1.25 to 1.00. The credit facility has a provision that requires the Company to make quarterly special payments of 50% to 75% of the available free cash flow from the entity’s operations subject to certain limitations.

Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility, ~~with various lenders~~which matures on August 26, 2016, to ~~provide for~~finance working capital ~~financing. The lenders will make loans~~ up to the maximum commitment based on eligible ~~collateral. The amount of eligible~~ collateral ~~is determined by a calculated borrowing base value~~ equal to the sum of percentages of eligible cash, ~~eligible~~ receivables and ~~eligible~~ inventories, less ~~certain~~ miscellaneous adjustments. Advances are subject to an annual interest ~~charges at a~~ rate ~~per annum~~ equal to ~~the~~ LIBOR ~~rate~~ plus 2.25% or the base rate plus 3.25%. The ~~revolving~~ credit facility ~~matures on August 26, 2016. The revolvi~~also includes ~~ng credit facility includes total revolving credit commitments of $125.0 million and~~ an accordion feature ~~whereby amounts available under~~that enables the facility ~~may~~to be increased by up to $75.0 million ~~of new lender commitments upon~~with agent approval. The credit facility can also ~~allows for additional seasonal borrowings~~be increased by up to $50.0 ~~million. The total~~million for seasonal borrowings. Total commitments outstanding ~~under the facility~~ cannot exceed $250.0 million.

~~As security for the Green Plains Grain revolving credit facility, the lenders received~~Lenders receive a first priority lien on certain cash, inventory, accounts receivable and other assets owned by subsidiaries ~~within~~in the agribusiness ~~segment.~~segment as security on the credit facility. The terms ~~of the credit facility include various~~impose affirmative ~~covenants~~ and negative covenants, including ~~maintenance of~~maintaining working capital of $19.4 million ~~for 2015~~ and ~~maintenance of~~ tangible net worth of $26.3 million for 2015. ~~The~~Capital expenditures are limited to $8.0 million per year under the credit facility, ~~also includes a capital expenditure limitation of $8.0 million annually,~~ plus ~~any~~ equity contributions from the ~~Company~~company and ~~any~~ unused ~~amount~~ amounts

from the previous year. In addition, the credit facility requires ~~maintenance of~~the company to maintain a fixed charge coverage ratio ~~at the end of each fiscal quarter~~ of 1.25 to 1.00 and an annual leverage ratio of 6.00 to 1.00 at the end of each ~~fiscal quarter of 6.00 to 1.00. This revolving~~quarter. The credit facility also contains restrictions on distributions ~~with respect~~related to capital stock, with exceptions for distributions ofup to 40% of net profit before tax, subject to certain conditions.

Green Plains Cattle has a $100.0 million senior secured asset-based revolving credit facility, ~~with various lenders~~which matures on October 31, 2017, to ~~provide for~~finance working capital ~~financing~~ for the cattle feedlot ~~operations.~~operations ~~The lenders will make loans~~ up to the maximum commitment based on eligible ~~collateral. The amount of eligible~~ collateral ~~is determined by a calculated borrowing base value~~ equal to the sum of percentages of eligible receivables, ~~eligible~~ inventories and ~~eligible~~ other current assets, less ~~certain~~ miscellaneous adjustments. Advances are subject to variable annual interest ~~charges at a variable rate per annum~~rates equal to ~~the~~ LIBOR ~~rate for the outstanding period~~ plus 3.00%, 2.50%, or 2.00%, depending upon availability. The ~~revolving~~ credit facility ~~matures on October 31, 2017. The revolving credit facility~~also includes ~~total revolving credit commitments of $100.0 million and~~ an accordion feature ~~whereby amounts available under~~that enables the credit facility ~~may~~to be increased by up to $50.0 million ~~of new lender commitments upon~~with agent approval.

~~As security for the Green Plains Cattle revolving credit facility, the lenders received~~Lenders receive a first priority lien on certain cash, inventory, accounts receivable, property and equipment and other assets owned by Green Plains ~~Cattle.~~Cattle as security on the credit facility. The terms ~~of the credit facility include~~impose affirmative ~~covenants~~ and negative covenants, including ~~maintenance of~~maintaining working capital of $15.0 million ~~for 2015, maintenance of~~and net worth of $20.3 million for 2015 and ~~maintenance of~~maintain a total debt to tangible net worth ratio of 3.50 to 1.00. ~~The~~Capital expenditures are limited to $3.0 million per year under the credit facility, ~~also includes an annual capital expenditure limitation of $3.0 million,~~ plus ~~any~~ unused ~~amount~~amounts from the previous year.

Green Plains Trade has a $150.0 million senior secured asset-based revolving credit facility, ~~with various lenders~~which matures on November 26, 2019, to ~~provide for~~finance working capital ~~financing. The lenders will make loans~~for marketing and distribution activities up to $150.0 million based on eligible ~~collateral. The amount of eligible~~ collateral ~~is determined by a calculated borrowing base value~~ equal to the sum of percentages of eligible receivables and ~~eligible~~ inventories, less ~~certain~~ miscellaneous adjustments. The outstanding balance ~~if any,~~ is subject to ~~interest charges at~~ the lender’s floating base rate plus the applicable margin or LIBOR plus the applicable margin.

The ~~revolving~~terms impose affirmative and negative covenants, including maintaining a fixed charge coverage ratio of 1.15 to 1.00. Capital expenditures are limited to $1.5 million per year under the credit facility. The credit facility ~~matures on November 26, 2019. In addition to other customary covenants, this revolving credit facility~~also contains restrictions on distributions ~~with respect~~related to capital stock, with exceptions for distributions ~~with respect to tax obligations, subject to certain conditions, whereby distributions may be made in an amount~~ up to 50% of net income if ~~(a) undrawn availability under this facility,~~ on a pro forma basis, is(a) availability has been greater than $10.0 million for the ~~preceding~~last 30 days and (b) ~~as of the date of the distribution,~~ the borrower would be in compliance with the fixed charge coverage ratio on a pro forma basis. The loan agreement includes affirmative covenants and negative covenants including maintenance of a fixed charge coverage ratio of 1.15 to 1.00 and capital expenditure limitation of $1.0 million annually. the distribution date.

At ~~June~~September 30, 2015, Green Plains Trade had ~~$11.1~~$9.4 million prpresented as ~~esented as~~ restricted cash on the consolidated balance sheet, the use of which was restricted for repayment towards the outstanding loan balance.

On July 1, 2015, the partnership’s primary operating subsidiary, Green Plains Operating Company, entered into a five-year $100.0 million revolving credit facility to fund working capital, acquisitions, distributions, capital expenditures and other general partnership purposes, which matures in July 2020. The credit facility contains customary representations and warranties, affirmative and negative covenants and events of default. The negative covenants include restricting the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The credit facility may be increased up to $50.0 million without the consent of the lenders. The credit facility is available for revolving loans with sublimits of $15.0 million for swing line loans and $15.0 million for letters of credit. The partnership’s obligations under the credit facility are secured by a first priority lien on (i) the capital stock of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property. The partnership and its existing and future domestic subsidiaries also guarantee the credit facility.

Loans under this credit facility are subject to a floating interest rate based on the partnership’s maximum consolidated net leverage ratio equal to (a) a base rate plus 75 to 175 basis points per year or (b) a LIBOR rate plus 175 to 275 basis points. The unused portion of the credit facility is subject to a commitment fee based on the maximum consolidated net leverage ratio ranging from 30 to 50 basis points per year. The credit facility requires the partnership to maintain a maximum consolidated net leverage ratio of no more than 3.50 to 1.00, and a minimum consolidated interest coverage ratio of no less than 2.75 to 1.00.

In September 2013, the ~~Company~~company issued $120.0 million of 3.25% ~~Convertible Senior Notes~~convertible senior notes due 2018, or the 3.25% ~~Notes.~~notes. The 3.25% ~~Notes represent~~notes are senior, unsecured obligations of the ~~Company,~~company, with interest payable on April 1 and October 1 of each year. At the time the ~~Company~~company issued the 3.25% ~~Notes,~~notes, it was only permitted to settle conversions with shares of its common stock. ~~The Company received shareholder approval at its~~At the 2014 annual meeting, ~~held in the second quarter, to allow for~~shareholders approved flexible settlement, which gives itthe company the option to settle ~~conversions~~the 3.25% notes in cash, ~~shares of~~ common stock or ~~any~~a combination ~~thereof.~~of cash and common stock. The ~~Company~~company intends to ~~satisfy conversion of~~convert the 3.25% ~~Notes~~notes with cash for the principal ~~amount of the debt~~ and cash or ~~shares of~~ common stock for ~~any related~~the conversion premium.

The 3.25% ~~Notes~~notes contain liability and equity components ~~which were~~that are bifurcated and accounted for separately. The liability component, ~~of the 3.25% Notes,~~ as of the issuance date, was calculated by estimating the fair value of a similar liability issued at an 8.21% effective interest ~~rate, which was determined by considering the rate of return investors would require for comparable debt of the Company without conversion rights.~~rate. The ~~amount of the~~ equity component was calculated by deducting the fair value of the liability component from the principal, ~~amount of the 3.25% Notes, resulting~~which resulted in ~~the initial recognition~~debt discount costs of $24.5 million ~~as debt discount costs~~ recorded inas additional paid-in capital. The carrying amount of the 3.25% ~~Notes~~notes will ~~be accreted~~accrete to the principal ~~amount~~ over the remaining term tountil maturity, and the ~~Company~~company will record a corresponding ~~amount of~~ noncash interest expense. Additionally, the ~~Company~~company incurred ~~debt issuance costs of~~ $5.1 ~~million related to the 3.25% Notes and allocated $4.0~~ million of debt issuance costs and allocated $4.0 million to the liability component of the 3.25% ~~Notes.~~notes. These costs will be amortized toas noncash interest expense over the five-year term of the 3.25% ~~Notes.~~notes. Prior to April 1, 2018, the 3.25% ~~Notes will~~notes are not be convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment ~~upon~~when the ~~occurrence of certain events, including the payment of a~~ quarterly cash dividend ~~that~~ exceeds $0.04 per share. ~~As a result, the~~The conversion rate was recently adjusted to ~~48.1992~~48.4199 shares of common stock per $1,000 ~~principal amount~~ of ~~3.25% Notes,~~principal which is equal to a ~~current~~ conversion price of approximately ~~$20.75~~$20.65 per share. ~~In addition, the Company~~The company may be obligated to increase the conversion rate ~~for any conversion that occurs~~ in ~~connection with~~ certain ~~corporate~~ events, including ~~the Company calling~~redemption of the 3.25% ~~Notes for redemption.~~notes.

The ~~Company~~company may redeem ~~for cash all, but not less than~~ all of the 3.25% ~~Notes~~notes at any time on or after October 1, 2016 if the ~~sale price of the Company's~~company’s common stock equals or exceeds 140% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the ~~Company~~company delivers notice of the redemption. The redemption price will equal 100% of the principal ~~amount of the 3.25% Notes,~~ plus any accrued and unpaid interest. ~~In addition, upon the occurrence of a fundamental change, such as a change in control, holders~~Holders of the 3.25% ~~Notes will~~notes have the ~~right, at their~~ option to require the ~~Company~~company to repurchase ~~their~~the 3.25% ~~Notes~~notes in cash at a price equal to 100% of the principal ~~amount of the 3.25% Notes to be repurchased,~~ plus accrued and unpaid ~~interest.~~interest when there is a fundamental change, such as change in control. Default ~~with respect to~~on any loan in excess of $10.0 million constitutes an event of default, ~~under the 3.25% Notes,~~ which could result in the 3.25% ~~Notes~~notes being declared due and payable.

The ~~Company, including all of its subsidiaries,~~company was ~~was~~ in compliance with its debt covenants as of ~~June~~September 30, 2015.

The ~~Company~~company had ~~$218~~$313 thousand and ~~$393~~$707 thousand inof capitalized interest during the three and ~~six~~nine months ended ~~June~~September 30, ~~2015.~~2015, respectively.

At ~~June~~September 30, 2015, there were ~~approximately $701.5~~approximately $711.0 million of net assets at the ~~Company’s~~company’s subsidiaries that ~~were~~could not ~~available to~~ 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.

The ~~Company~~company has an equity incentive plan ~~which~~that reserves ~~a total of~~ 3.5 million shares of common stock for ~~issuance pursuant to its terms.~~issuance. The plan provides for ~~the granting of~~ shares, ~~of stock,~~ including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The ~~Company~~company measures share-based compensation ~~grants~~ at fair value on the grant date, adjusted for estimated forfeitures. The ~~Company~~company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Substantially all of the existing stock-based compensation has been equity awards.

The exercisable stock option activity for the nine months ended September 30, 2015, is as follows:

(1) Includes in-the-money options totaling 298,750 shares at a weighted-average exercise price of $9.81.

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

The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2015, are as follows:

Compensation costs for share-based payment plans during the three and nine months ended September 30, 2015, were approximately $2.5 million and $6.8 million, respectively, and approximately $1.3 million and $5.8 million, during the three and nine months ended September 30, 2014, respectively. At September 30, 2015, there were $12.5 million of unrecognized compensation costs from share-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.0 years. The potential tax benefit related to stock-based payment is approximately 37.9% of these expenses.

The board of directors of the general partner adopted Green Plains Partners’ 2015 Long-Term Incentive Plan upon completion of the IPO. The incentive plan is intended to promote the interests of the partnership, its general partner and affiliates by providing incentive compensation based on units to employees, consultants and directors to encourage superior performance. The incentive plan reserves 2.5 million common units for issuance in the form of options, restricted units, phantom units, distributable equivalent rights, substitute awards, unit appreciation rights, unit awards, profits interest units or other unit-based awards. The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. ~~Substantially all~~

In August 2015, the partnership granted 10,089 restricted unit awards, vesting on July 1, 2016, with a weighted average price of $14.93 to certain directors of the ~~Company’s existing share-based~~general partner as compensation ~~awards have been determined to be equity awards.~~

~~The following table summarizes exercisable stock option activity for~~under the ~~six months ended June 30, 2015:~~

~~(1) Includes in-the-money options totaling 307,450 shares at a weighted-average exercise price of $9.88.~~

The Company’s option awards allow employees to exercise options through cash payment to the Company for the shares of common stock or through a simultaneous broker-assisted cashless exercise of a share option through which the employee authorizes the exercise of an option and the immediate sale of the option shares in the open market. The Company uses newly-issued shares of common stock to satisfy its share-based payment obligations.

~~The following table summarizes~~ ~~non-vested stock award and deferred stock unit activity for the six months ended June 30, 2015:~~

incentive plan. Compensation costs of approximately $24 thousand were expensed ~~for share-based payment plans described above~~ during both the three and ~~six~~nine months ended ~~June~~September 30, 2015. At September 30, 2015, ~~were approximately $2.6 million and $4.3 million, respectively, and during the three and six months ended June 30, 2014 were approximately $1.2 million and $4.5 million, respectively. At June 30, 2015,~~there were ~~$15.0 million~~$127 thousand of unrecognized compensation costs from ~~share-based compensation arrangements, which are related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.2 years. The~~ ~~potential tax benefit realizable for the anticipated tax deductions of the exercise of share-based payment arrangements generally would approximate 37.5% of these expense amounts.~~unit-based compensation.

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. Diluted EPS is computed by dividing net income on an if-converted basis for the first quarter of 2014, associated with ~~respect to~~ the 3.25% ~~Notes~~notes and ~~the~~ 5.75% ~~Convertible Senior Notes~~convertible senior notes due 2015, or the 5.75% ~~Notes,~~notes, by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities. All of the 5.75% ~~Notes~~notes were retired during the first quarter of 2014. During the second quarter of 2014, ~~the Company received shareholder approval to allow for~~shareholders approved flexible settlement, which gives the company the option to settle the 3.25% notes in cash, ~~shares of~~ common stock or a combination of cash and ~~shares of~~common stock. The company intends to convert the 3.25% notes with cash for the principal and cash or common stock for the conversion ~~of the 3.25% Notes. The Company intends to settle conversions in cash for the principal amount and cash or shares of the Company’s common stock for any related conversion~~ premium. Accordingly, ~~beginning in the second quarter of 2014,~~ diluted EPS is computed using the treasury stock method by dividing net income by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of any outstanding dilutive securities.

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



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014

Basic EPS:
Net income	$	7,792	$	32,314	$	4,474	$	75,517
Net income attributable to Green Plains									$	6,179	$	41,749	$	10,653	$	117,266
Weighted average shares outstanding - basic		38,027		37,467		37,916		35,322		38,066		37,588		37,966		36,101
EPS - basic	$	0.20	$	0.86	$	0.12	$	2.14	$	0.16	$	1.11	$	0.28	$	3.25

Diluted EPS:
Net income	$	7,792	$	32,314	$	4,474	$	75,517
Net income attributable to Green Plains									$	6,179	$	41,749	$	10,653	$	117,266
Interest and amortization on convertible debt, net of tax effect:
5.75% Notes		-		-		-		576
3.25% Notes		-		-		-		1,379
Net income - diluted	$	7,792	$	32,314	$	4,474	$	77,472
5.75% notes										-		-		-		576
3.25% notes										-		-		-		1,379
Net income attributable to Green Plains - diluted									$	6,179	$	41,749	$	10,653	$	119,221

Weighted average shares outstanding - basic		38,027		37,467		37,916		35,322		38,066		37,588		37,966		36,101
Effect of dilutive convertible debt:
5.75% Notes		-		-		-		2,029
3.25% Notes		1,881		1,675		1,480		3,716
5.75% notes										-		-		-		1,345
3.25% notes										355		2,752		1,154		3,452
Effect of dilutive stock-based compensation awards		167		217		169		241		135		202		146		232
Weighted average shares outstanding - diluted		40,075		39,359		39,565		41,308		38,556		40,542		39,266		41,130

EPS - diluted	$	0.19	$	0.82	$	0.11	$	1.88	$	0.16	$	1.03	$	0.27	$	2.90

~~Excluded~~There was no stock-based compensation awards excluded from the computations of diluted EPS for the ~~six~~three and nine months ended ~~June~~September 30, 2015, ~~were stock-based compensation awards totaling 6 thousand shares because~~and 2014 due to the exercise prices or ~~the~~ grant-date fair value ~~as applicable,~~ of the corresponding awards ~~were greater than~~exceeding the average market price of the ~~Company’s~~company’s common stock during the period.



																						Accum.
								Accumulated														Other					Total
				Additional				Other					Total					Additional				Comp.					Green Plains		Non-		Total
	Common Stock			Paid-in		Retained		Comprehensive		Treasury Stock			Stockholders'		Common Stock			Paid-in		Retained		Income		Treasury Stock			Stockholders'		Controlling		Stockholders'
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		Equity		Shares	Amount		Capital		Earnings		(Loss)		Shares	Amount		Equity		Interest		Equity

Balance, December 31, 2014	44,809	$	45	$	569,431	$	299,101	$	(5,320)	7,200	$	(65,808)	$	797,449	44,809	$	45	$	569,431	$	299,101	$	(5,320)	7,200	$	(65,808)	$	797,449	$	-	$	797,449
Net income	-		-		-		4,474		-	-		-		4,474	-		-		-		10,653		-	-		-		10,653		3,862		14,515
Cash dividends declared	-		-		-		(6,077)		-	-		-		(6,077)	-		-		-		(10,646)		-	-		-		(10,646)		-		(10,646)
Other comprehensive income, before reclassification	-		-		-		-		5,558	-		-		5,558	-		-		-		-		9,245	-		-		9,245		-		9,245
Amounts reclassified from accum. other comprehensive income	-		-		-		-		1,608	-		-		1,608	-		-		-		-		700	-		-		700		-		700
Other comprehensive income, net of tax	-		-		-		-		7,166	-		-		7,166	-		-		-		-		9,945	-		-		9,945		-		9,945
Repurchase of common stock															-		-		-		-		-	192		(4,003)		(4,003)		-		(4,003)
Net proceeds from issuance of common units - Green Plains Partners LP															-		-		-		-		-	-		-		-		157,446		157,446
Stock-based compensation	444		-		3,567		-		-	-		-		3,567	433		-		5,718		-		-	-		-		5,718		-		5,718
Stock options exercised	32		-		634		-		-	-		-		634	41		-		766		-		-	-		-		766		-		766
Balance, June 30, 2015	45,285	$	45	$	573,632	$	297,498	$	1,846	7,200	$	(65,808)	$	807,213
Balance, September 30, 2015															45,283	$	45	$	575,915	$	299,108	$	4,625	7,392	$	(69,811)	$	809,882	$	161,308	$	971,190

Amounts reclassified from accumulated other comprehensive income ~~for the periods indicated~~ are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,				Statements of Operations	Three Months Ended September 30,				Nine Months Ended September 30,				Statements of Operations
	2015		2014		2015		2014		Classification	2015		2014		2015		2014		Classification

Gains (losses) on cash flow hedges:
Ethanol commodity derivatives	$	(8,141)	$	(125,177)	$	3,708	$	(213,323)	Revenues	$	935	$	(15,484)	$	4,643	$	(228,806)	Revenues
Corn commodity derivatives		(7,920)		30,686		(6,278)		34,259	Cost of goods sold		515		(65,763)		(5,763)		(31,505)	Cost of goods sold
Total		(16,061)		(94,491)		(2,570)		(179,064)	Income (loss) before income taxes		1,450		(81,247)		(1,120)		(260,311)	Income (loss) before income taxes
Income tax expense (benefit)		(6,031)		(36,471)		(962)		(67,543)	Income tax expense (benefit)		547		(31,428)		(420)		(101,762)	Income tax expense (benefit)
Amounts reclassified from accumulated other comprehensive income (loss)	$	(10,030)	$	(58,020)	$	(1,608)	$	(111,521)		$	903	$	(49,819)	$	(700)	$	(158,549)

The ~~Company~~company records income tax expense or benefit during interim periods based on its best estimate of the annual effective tax rate. Certain items are given discrete period treatment and ~~as a result,~~ the tax ~~effects~~effect of ~~such~~those items are reported in full in the relevant interim period. Green Plains Partners is a master limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to income taxes. As a result, the company’s consolidated financial statements do not reflect any benefit or provision for income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.

Income taxtax benefit was $0.6 million for the three months ended September 30, 2015 and income tax expense was $2.2 million for the the nine months ended September 30, 2015, compared with income tax expense of $24.3 million and $68.6 million, for the three and ~~six~~nine months ended ~~June~~September 30, ~~2015 was $5.2 million and $2.8 million, respectively, compared to $17.8 million and $44.3 million, respectively, for the same periods in 2014.~~2014, respectively. The effective tax rate, ~~(calculated~~calculated as the ratio of income tax expense to income before income ~~taxes)~~taxes, was approximately ~~40.1%~~(6.4)% and ~~38.3%~~13.0% for the three and ~~six~~nine months

ended ~~June~~September 30, 2015 respectively, and ~~35.5%~~36.7% and ~~37.0%~~36.9% for the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively. The ~~increase~~decrease in the effective tax rate was due primarily to the impact of the noncontrolling interest in Green Plains Partners on the consolidated financial results. This was partially offset by a change in estimate related to the company’s filing position in various jurisdictions as well as comparable permanent differences on lower amounts of income before taxes for the 2015 ~~period~~periods compared towith the 2014 ~~period.~~periods.

The amount of unrecognized tax benefits for uncertain tax positions was $0.3 million as of ~~June~~September 30, 2015, and December 31, 2014. Recognition of these benefits would have a favorable impact on the ~~Company’~~company’s effective tax rate.

The 2015 annual effective tax rate can be affected ~~as a result of~~by variances among the estimates and amounts of full-year sources of taxable income ~~(both~~ among the various states, entities and activity ~~types), the~~types, realization of tax credits, adjustments ~~that may arise~~ from ~~the~~ resolution of tax matters under review, ~~variances in the release of~~ valuation allowances and the ~~Company’s~~company’s assessment of its liability for uncertain tax positions.

The ~~Company~~company leases certain facilities and parcels of land under agreements that expire at various dates. For accounting purposes, rent expense is based on a straight-line amortization of the total payments required over the ~~lease term.~~lease. The ~~Company~~company incurred lease ~~expenses~~expenses of ~~$8.6~~$8.0 million and ~~$16.9~~$24.8 million ~~durin~~during g the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, and ~~$4.6~~$8.3 million and ~~$11.2~~$23.5 million during the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively.

Aggregate minimum lease payments under these agreements for the remainder of 2015 and in future ~~fiscal~~ years are as follows (in thousands):

As of ~~June~~September 30, 2015, the ~~Company~~company had contracted ~~for~~ future purchases of grain, corn oil, natural gas, crude oil, ethanol, distillers grains and cattle, valued at approximately ~~$336.4~~$297.9 million.

The ~~Company~~company is currently involved in litigation that has arisen in the ordinary course of business, but it does not believe ~~that~~ any current or pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

In March 2014, the Green Plains Otter Tail ethanol plant was damaged by a fire, which caused substantial property damage and business interruption costs. The company had property damage and business interruption insurance coverage and, as a result, the incident did not have a material adverse impact on the company’s financial results. During the nine months ended September 30, 2014, the company recorded a gain of $3.3 million in other income representing partial recovery in excess of the book value of the damaged property and equipment. The company also received insurance proceeds of $8.5 million as of September 30, 2014, related to the business interruption portion of the claim, which reimbursed a majority of lost profits, net of deductible, while the equipment was being repaired. These proceeds were recorded as a reduction of cost of goods sold during the nine months ended September 30, 2014. The insurance claims for property damage and business interruption were finalized and the remaining amount was paid by the insurance carrier during the fourth quarter of 2014.

Three subsidiaries of the ~~Company~~company have executed separate financing agreements for equipment with AXIS Capital Inc. Gordon F. Glade, ~~President~~president and ~~Chief Executive Officer~~chief executive officer of AXIS Capital, is a member of the ~~Company’s Board~~company’s board of ~~Directors.~~directors. In March 2014, a subsidiary of the Ccompany entered into $1.4 million of new equipment financing agreements with AXIS Capital with monthly payments beginning in April 2014. ~~Totals~~Balances of $1.1 million and $1.2 million related to these financing arrangements were included in debt at ~~June~~September 30, 2015, and December 31, 2014, ~~respectively, under these financing arrangements.~~respectively. Payments, including principal and interest, totaled $69 thousand and ~~$138~~$207 thousand during the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, and ~~$88~~$69 thousand and ~~$124~~$194 thousand during the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively. The weighted average interest rate for the financing agreements with AXIS Capital was 6.8%.

Effective January 1, 2015, the ~~Company~~company entered into two agreements with an entity controlled by Wayne B. Hoovestol for the lease of two aircrafts. Mr. Hoovestol is ~~Chairman~~chairman of the ~~Company’s Board~~company’s board of ~~Directors. In total, the Company~~directors. The company agreed to pay $9,766 per month for the combined use of up to 125 hours per year of the aircrafts. ~~Any flight~~Flight time in excess of 125 hours per year will incur additional ~~hourly-based~~hourly charges. These agreements replaced prior agreements with entities controlled by Mr. Hoovestol for the lease of two aircrafts for $15,834 per month for use of up to 125 hours per year, with ~~any~~ flight time in excess of 125 hours ~~resulting i~~per year incurring n additional ~~hourly-based~~hourly charges. During the three and ~~six~~nine months ended ~~June~~September 30, 2015, payments related to these leases totaled ~~$47~~$49 thousand and ~~$104~~$153 thousand, ~~respectiv~~respectively~~ely,~~, and$68 thousand and $166 thousand during the three and ~~six~~nine months ended ~~June~~September 30, 2014, ~~payments related to the aircraft lease tot~~respectively. The company~~aled $68~~ had approximately $48 thousand and $~~99 thousand, respectively. The Company~~ ~~had no outstanding payables as of June 30, 2015 and approximately~~ $2$2 thousand in ~~outstanding~~outstanding payables related to these agreements at September 30, 2015 and December 31, ~~2014.~~2014, respectively.

~~Initial Public Offering~~Acquisition of ~~Subsidiary~~Ethanol Plant in Hopewell, Virginia

On ~~July 1,~~October 26, 2015, ~~Green Plains Partners LP (the “Partnership”), a~~ the company acquired an ethanol production facility in Hopewell, Virginia for approximately $18.3 million. Operating at full capacity, the facility’s dry mill ethanol plant will increase the c~~newly-formed~~ ~~subsidiary~~ompany’s annual production capacity by approximately 60 million gallons. Production is expected to resume by the end of 2015 and corn oil processing is expected to be operational during the ~~Company, closed its initial public offering (the “Offering”). In conjunction with~~second quarter of 2016. The company expects to offer the ~~Offering, the Company contributed its downstream ethanol~~Hopewell plant’s transportation and storage assets to the ~~Partnership. A total~~partnership.

Acquisition of ~~11.5 million common units representing limited partner interests~~Ethanol Plant in Hereford, Texas

On October 28, 2015, the company signed a definitive agreement regarding the purchase of an ethanol production facility in Hereford, Texas. Under the terms of the ~~Partnership, which included 1.5~~agreement, the company will acquire Hereford Renewable Energy, LLC for approximately $93.8 million, ~~common units pursuant~~subject to customary closing adjustments. The transaction value includes $78.5 million for the ethanol production facility with the balance for working capital. The transaction is expected to close during the fourth quarter of 2015, subject to customary closing conditions and regulatory approvals. The facility includes an ethanol plant with approximately 100 million gallons per year of production capacity, a corn oil extraction system and other related assets. The company expects to offer the Hereford plant’s transportation and storage assets to the underwriters’ overallotment option, were sold in the Offering at a price to the public of $15.00 per common unit. The Partnership received net proceeds of approximately $157.9 million from the Offering, after deducting the underwriting discount, structuring fees and offering expenses. The Partnership used the net proceeds to make a distribution to the Company of $155.3 million, pay origination fees under the Partnership’s new revolving credit facility and for general partnership purposes. After completion of the Offering, the Company, together with its subsidiaries, owns a 62.5% limited partner interest and a 2% general partner interest in the Partnership and the public owns the remaining 35.5% limited partner interest in the Partnership. As such, the Company will consolidate the Partnership in its financial statements in future periods. In connection with the closing of the Offering, the Partnership entered into a new $100.0 million revolving credit facility, as described below under Liquidity and Capital Resources – Initial Public Offering, and the Company entered into certain fee-based arrangements with the Partnership, as described in the Company’s current report on Form 8-K dated July 6, 2015.partnership.

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

The following discussion and analysis provides information ~~which management believes~~that we believe is relevant to ~~an assessment~~understand and ~~understanding of~~assess our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements ~~included herewith~~ and notes to the consolidated financial statements ~~thereto and~~contained in this report together with our annual report on Form 10-K for the year ended December 31, ~~2014 including the consolidated financial statements, accompanying notes and the risk factors contained therein.~~2014.

This report contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Forward-looking statements generally do not relate strictly to historical or current facts, but rather to plans and objectives for future operations based ~~upon~~on management’s reasonable estimates of future results or trends, and include statements preceded by, followed by, or that include words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “outlook,” “plans,” “predicts,” “may,” “could,” “should,” “will,” and similar words and phrases, ~~of similar impact,~~ and include, but are not limited to, statements regarding future operating or financial performance, business strategy, business environment, key trends, and benefits of actual or planned acquisitions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The forward-looking statements are made ~~pursuant to~~in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe ~~that~~ our expectations regarding future events are based on reasonable assumptions, anyany or all forward-looking statements in this report may ~~turn out to be incorrect. They may~~ be based on inaccurate assumptions or ~~may~~ not account for known or unknown risks and ~~uncertainties.~~uncertainties, and therefore, be incorrect. Consequently, no forward-looking statement is guaranteed, and actual future results may vary materially from the results expressed or implied in our forward-looking statements. The cautionary statements in this report expressly qualify all of our forward-looking statements. In addition, we are not obligated, and do not intend, to update any of our forward-looking statements at any time unless an update is required by applicable securities laws. Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K for the year ended December 31, 2014, and in Item 1A of Part II of this quarterly report on Form 10-Q for the quarter ended ~~June~~September 30, 2015. Specifically, we may experience significant fluctuations in future operating results due to a number of economic conditions, including, but not limited to, competition in the ethanol and other industries in which we operate, commodity market risks including those that may result from current weather conditions, financial market risks, ~~counter-party~~counterparty risks, risks associated with changes to federal policy or regulation, risks related to closing and achieving anticipated results from acquisitions, risks associated with merchant trading, risks associated with the operations of a cattle-feeding business, risks associated with the joint venture to commercialize algae production and ~~the~~ growth potential of the algal biomass industry, and other risk factors detailed in our reports filed with the U.S. Securities and Exchange Commission, or SEC. Also in relation to the initial public offering, or ~~Offering,~~IPO, of common units representing limited partnership interests in our ~~newly-formed~~newly formed subsidiary, Green Plains Partners LP, or the ~~Partnership,~~partnership, which closed ~~subsequent to the quarter ended June 30,~~on July 1, 2015, additional risks include, but are not limited to, compliance with commercial contractual obligations, ~~required in connection with the Partnership,~~ potential tax consequences related to our investment in the ~~Partnership~~partnership and risks disclosed in the ~~Partnership’s~~partnership’s SEC filings and associated with the operation of the ~~Partnership~~partnership as a separate, ~~publicly-traded~~publicly traded entity.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this report or in any document incorporated by reference might not occur. ~~Investors are cautioned~~We caution investors not to place undue reliance on the forward-looking statements, which ~~speak~~represent management’s views only as of the date of this report or ~~the date of the~~ document incorporated by ~~reference in this report.~~reference. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

We are a Fortune 1000, ~~vertically-integrated~~vertically integrated producer, marketer and distributor of ethanol focused on generating stable operating margins through our diversified business segments and our risk management strategy. We believe ~~that~~ owning and operating ~~strategically-located~~strategically located assets throughout the ethanol value chain enables us to mitigate changes in commodity prices and differentiates us from companies focused only on ethanol production. We have operations throughout the ethanol value chain, beginning upstream with our grain handling and storage operations, continuing through our ethanol, distillers grains and corn oil production operations, and ending downstream with our marketing, terminal and distribution services.

We review the financial and operating performance of four ~~separate~~ operating segments:

We ~~intend to continue to take a~~are disciplined ~~approach~~ in evaluating ~~new opportunities related to~~ potential ~~acquisition of additional~~ ethanol ~~plants~~plant acquisitions by considering whether the plants meet our design, engineering, valuation and geographic criteria. We ~~have begun to implement certain~~are implementing an expansion ~~projects~~project at our ethanol plants to ~~utilize~~leverage the strategic location and capacity of these assets to cost-effectively increase our annual production. As part of our ethanol production capacity expansion program, we have added 35 million gallons of production capacity at a cost of $19.6 million through October 1, 2015. We anticipate adding another 30 million gallons of production capacity during the first quarter of 2016 and 20 million gallons of production capacity in the second quarter of 2016 at an estimated cost of approximately $30.4 million. In our agribusiness and marketing and distribution ~~segment,~~segments, we intend to expand our marketing efforts by entering into new or renewed contracts with other ethanol producers to optimize our logistics capabilities and realize additional profit ~~margins by optimizing~~margins. For our ~~commodity logistics. In addition, within our recently-formed~~recently formed subsidiary, Green Plains Partners, ~~LP,~~ our strategy is to ~~build or~~ acquire additional ~~fuel terminal facilities~~assets that can be offered to the partnership to generate incremental distributable cash flow. In 2013, we ~~began to implement~~implemented a plan to realign our agribusiness operations by adding grain storage capacity ~~located~~ at or near our ethanol plants to take advantage of our current infrastructure and enhance our corn origination and trading capabilities. We intend to continue ~~to add~~adding grain storage capacity ~~with the goal of owning approximately 50 million bushels of total storage capacity by the end of 2015.~~and are currently evaluating opportunities for expansion in 2016. We also intend to pursue opportunities to develop or acquire additional grain elevators, ~~specifically~~particularly those located near our ethanol plants. We believe ~~that~~ owning ~~additional~~ grain handling and storage operations in close proximity to our ethanol plants enables us to strengthen relationships with local corn producers ~~allowing us to~~and source corn more effectively ~~and~~ at a lower average cost. We will also consider acquisitions of additional cattle feedlot operations. We ~~have~~are a majority ~~ownership~~owner in a joint venture ~~that is~~ focused on developing technology to grow and harvest algae ~~which consume carbon dioxide,~~ in commercially viable quantities.

On October 26, 2015, we acquired an ethanol production facility in Hopewell, Virginia for approximately $18.3 million. Operating at full capacity, the facility’s dry mill ethanol plant will increase our annual production capacity by approximately 60 million gallons to nearly 1.1 billion gallons per year. Production is expected to resume by the end of 2015 and corn oil processing is expected to be operational during the second quarter of 2016. We expect to offer the Hopewell plant’s transportation and storage assets to the partnership.

On October 28, 2015, we signed a definitive agreement regarding the purchase of an ethanol production facility in Hereford, Texas. Under the terms of the agreement, we will acquire Hereford Renewable Energy, LLC for approximately $93.8 million, subject to customary closing adjustments. The transaction value includes $78.5 million for the ethanol production facility with the balance for working capital. The transaction is expected to close during the fourth quarter of 2015, subject to customary closing conditions and regulatory approvals. The facility includes an ethanol plant with

approximately 100 million gallons per year of production capacity, a corn oil extraction system and other related assets. We expect to offer the Hereford plant’s transportation and storage assets to the partnership.

On July 1, 2015, our ~~newly-formed Partnership~~newly formed partnership closed its initial public ~~offering.~~offering, or IPO. In conjunction with the ~~Offering,~~IPO, we contributed our downstream ethanol transportation and storage assets to the ~~Partnership.~~partnership. A total of ~~11.5 million~~11,500,000 common units, representing limited partner interests, ~~of the Partnership, which included 1.5 million~~including 1,500,000 common units pursuant to the underwriters’ overallotment option, were sold ~~in the Offering at a price~~ to the public offor $15.00 per common unit. The ~~Partnership~~partnership received net proceeds of approximately ~~$157.9~~$157.4 million ~~from the Offering,~~ after deducting ~~the~~ underwriting ~~discount,~~discounts, structuring fees and offering expenses. The ~~Partnership~~partnership used the ~~net~~ proceeds ~~(i)~~ to make a distribution to us ~~(ii) to~~of $155.3 million and pay $0.9 million in origination fees under ~~the Partnership’s~~its new $100.0 million revolving credit ~~facility and (iii)~~facility. The remaining $1.2 million was retained for general partnership purposes. ~~After completion of the Offering, we, together with our subsidiaries,~~We now own a 62.5% limited partner interest consisting of 4,389,642 common units and 15,889,642 subordinated units, and a 2%2.0% general partner interest in the ~~Partnership and the~~partnership. The public owns the remaining 35.5% limited partner interest in the ~~Partnership.~~partnership. As such, the partnership is consolidated in our financial statements.

The partnership is a fee-based master limited partnership formed by us 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 initial assets include (i) 27 ethanol storage facilities, located at or near our 12 ethanol production plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks with all of the ethanol produced at our ethanol production plants, (ii) eight 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 2,200 railcars with an aggregate capacity of 66.3 mmg as of September 30, 2015, which is contracted to transport ethanol from our ethanol production plants to refineries throughout the United States and international export terminals. The partnership expects to be our primary downstream logistics provider to support our over one billion gallons per year, or bgy, ethanol marketing and distribution business since the partnership’s assets are the principal method of storing and delivering the ethanol we produce.

A substantial portion of the partnership’s revenue is derived from long-term, fee-based commercial agreements with our subsidiary, Green Plains Trade. In connection with the ~~closing of~~IPO, the ~~Offering, the Partnership~~partnership (1) entered into (i) a ~~new $100.0 million revolving credit facility, as described below under Liquidity~~ten-year fee-based storage and ~~Capital Resources – Initial Public Offering,~~throughput agreement; (ii) a six-year fee-based rail transportation services agreement; and ~~we entered into~~(iii) a one-year fee-based trucking transportation agreement, and (2) assumed (i) an approximately 2.5-year terminal services agreement for the partnership’s Birmingham, Alabama-unit train terminal; and (ii) various other terminal services agreements for their other fuel terminal facilities, each with Green Plains Trade. The partnership’s storage and throughput agreement and certain ~~fee-based arrangements~~terminal services agreements, including the Birmingham terminal services agreement, are supported by minimum volume commitments. The rail transportation services agreement is supported by minimum take-or-pay capacity commitments. We also have agreements with the ~~Partnership, as described in~~partnership that establish fees for general and administrative services, and operational and maintenance services we provide. These transactions are eliminated when we consolidate our ~~current report on Form 8-K dated July 6, 2015.~~

~~Since 2001, according to the U.S. Energy Information Administration, or EIA, U.S. fuel~~Domestic ethanol consumption has increased at a rate ~~of over~~greater than 15% per year, from 1.7 billion gallons in 2001 to ~~over~~more than 13.6 billion gallons in ~~2014.~~2014 according to the U.S. Energy Information Administration, or EIA. In addition to government regulations which mandate the use of ethanol in blending, ethanol ~~acts~~is used as ~~both~~ an octane enhancer and fuel stock extender. The ethanol production market is fairly fragmented. According to Ethanol Producer Magazine, as ~~of July 10, 2015,~~ there were ~~214~~216 ethanol plants ~~within~~in the United States capable of producing 15.5 ~~billion gallons a year. Further, the fuel ethanol production market is fairly fragmented with the~~bgy as of October 21, 2015. The top five producers ~~with us being the fourth largest, accounting~~account for approximately 40% of ~~overall~~ production. We are the fourth largest ethanol producer in North America.

~~With~~Since ethanol ~~comprising~~accounts for approximately 10% of the U.S. gasoline market and ~~wholesale reformulated blendstock for oxygenate blending, or RBOB,~~ gasoline ~~being~~is the primary feedstock of finished gasoline in the United States, there is an economic relationship between the two, particularly ~~with respect~~as it relates to ~~blending gasoline. Currently, blenders~~blending. Blenders generally ~~are able to~~ charge the same amount for ~~E10 (gasoline with~~gasoline that contains 10% ~~ethanol)~~ethanol, or E10, as 100% gasoline, ~~thereby~~ taking the difference between generally less-expensive ethanol and gasoline as a margin and allowing ethanol to be an economic source for octane and meet renewable fuel requirements.

The United States is the world’s largest producer and consumer of ~~fuel~~ ethanol. ~~According to the USDA Foreign Agriculture Service, collectively,~~Collectively, the United States and Brazil account for ~~over~~more than 80% of all ~~fuel~~ ethanol production and ~~fuel ethanol~~ consumption, ~~(based on latest publically-available data). Rather than producing ethanol using corn as its~~according to the USDA Foreign Agriculture Service. While the primary feedstock ~~Brazil’s~~for ethanol ~~production is sugarcane-based.~~

~~Led by~~produced in the United States ~~global~~is corn, the primary feedstock for ethanol produced in Brazil is sugarcane.

Global ethanol production has grown significantly ~~over~~in recent years ~~as approximately~~led by the United States. Approximately 30 countries ~~either~~ mandate or incentivize ethanol and bio-diesel blending ~~for~~with motor fuels. ~~Annual reported global~~Global production has increased from approximately 5.0 billion gallons in 2001 to ~~approximately~~approximately 24.6 billion gallons in 2014, ~~according~~according to the EIA. We believe ethanol, as a ~~proportion~~percentage of total transportation fuels, will ~~continue to~~ experience increasing global demand ~~due~~as countries continue to ~~a continuing~~ focus on reducing their reliance on petroleum-based transportation fuels.

In 2010, the United States became the ~~world's~~world’s leading supplier of ethanol, according to the EIA. ~~In 2014,~~ U.S. ethanol imports were approximately 75 ~~million gallons~~mmg, 400 mmg and ~~exports were approximately 850 million gallons. In~~560 mmg in 2014, 2013 ~~the United States imported approximately 400 million gallons~~ and ~~exported approximately 600 million gallons of ethanol.~~2012, respectively. U.S. ethanol exports were approximately 850 mmg, 600 mmg and 730 ~~million gallons~~mmg in 2014, 2013 and ~~imports were approximately 560 million gallons for 2012.~~2012, respectively. At present, approximately 94% of the ethanol produced domestically is used and marketed to the United States, ~~with~~while the remaining ~~being~~ethanol is used and marketed ~~worldwide, with~~worldwide. Canada asis the largest export market. According to Credit Suisse Securities Research and Analysis, global demand for ethanol, excluding the United States, could grow at a rate of 2% to 3% annually, which equates to demand for an additional ~~need for~~ 200 ~~million~~mmg to 300 ~~million gallons~~mmg of fuel grade ethanol.

According to the “Renewable Energy Top Markets for U.S. Exports 2014-2015” report by the U.S. Department of Commerce – International Trade Administration, as more countries mandate ~~the~~ blending ofwith ethanol, new export opportunities for U.S. ethanol producers ~~are emerging. Through 2015, however,~~will emerge. Canada and ~~Brazil~~Brazil; however, will likely remain the two largest export destinations for U.S. ~~ethanol. However, the~~ethanol through 2015. The industry is developing other markets such as Philippines, India, Mexico, South Korea and Peru. Additionally, ~~Brazil, India and the Philippines~~certain countries are moving forward with higher blends of ethanol in their ~~fuel –~~fuel: Brazil moved to 27% from 25%, India is moving to a 10% ethanol blend from E5 and ~~is giving consideration to~~considering a 20% fuel blend and the Philippines is evaluating steps to move to higher blends from their current E10 mandate.

Variability of Commodity Prices. Our ~~operations~~industry and ~~our industry~~operations are highly dependent on ~~commodity prices,~~the price of various commodities, especially ~~prices~~ for corn, ethanol, distillers grains and natural gas. Because ~~the~~ market prices of these commodities are not always correlated, atthere are times when ethanol production ~~may be unprofitable. As commodity~~is not profitable. Since price volatility poses a significant threat to our margin structure, we have developed a risk management strategy focused on locking in favorable operating margins when available. We continually monitor market ~~prices of~~price for corn, natural gas and other ~~input costs~~inputs relative to the ~~prices~~price for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using derivative instruments, fixed-price purchases and sales contracts, or a combination of strategies within strict limits. ~~Our primary focus is~~We do not try to manage general price movements of individual commodities, for example to minimize the cost of corn ~~consumed, but rather to lock in~~

~~favorable profit margins whenever possible.~~consumed. By using a variety of risk management tools and hedging strategies, including our ~~internally-developed~~internal real-time margin management system, we believe we are able to maintain a disciplined approach to price risks.

In ~~2014, U.S. ethanol production was 14.3 billion gallons compared with production of 13.3 billion gallons in 2013. For~~ 2014, 14.4 billion gallons of conventional biofuels blending was mandated by the Renewable Fuel Standard, or RFS ~~II. During~~II, when U.S. ethanol production was 14.3 billion gallons. In 2012, sugarcane ethanol imported from Brazil, which totaled approximately 530 ~~million gallons,~~mmg, was one of the most economical means for certain parties to comply with anthe RFS II requirement to blend ~~in the aggregate,~~ 2.0 billion gallons of advanced ~~biofuels in 2012.~~biofuels. Effective March 16, 2015, the Brazilian government increased the required percentage of ethanol in vehicle fuel sold in Brazil to ~~27 percent (from 25 percent)~~27% from 25% which, along with more competitively priced ethanol produced from corn, has significantly ~~reduced~~reduced U.S. ethanol imports from Brazil. According to the U.S. Department of Commerce, ~~in the first five months of 2015,~~ U.S. ~~had~~ ethanol exports, net of imports, was approximately 520.9 mmg in the first eight months of ~~approximately 355.0 million gallons.~~2015. Domestic inventory stocks were ~~820 million gallons~~789 mmg at ~~June~~September 30, 2015.

~~As of June 30,~~On October 9, 2015, the USDA ~~has~~ projected the U.S. corn crop for 2016 to be ~~13.5~~13.6 billion bushels with a projected yield per acre of ~~166.8~~168.0 bushels on ~~81.1~~80.7 million acres ~~harvested. This corn production~~harvested which is ~~anticipated~~expected to result in corn ending stocks of 1.6 billion bushels at August 31, 2016. We believe that U.S. ethanol production levels will continue to adjust to supply and demand factors for ethanol and corn.

There may be periods of time, ~~that,~~ due to the variability of commodity prices and compressed margins, when we reduce or cease ethanol production ~~operations~~ at ~~certain~~some of our ethanol plants. The reduced production rates ~~will~~ increase our ethanol yields and optimize cash flow in lower margin environments. In 2014 we produced ethanol at approximately 95.6% of our total daily average

capacity. During the ~~six~~nine months ended ~~June~~September 30, 2015, we reduced production volumes at several of our ethanol plants, which resulted in total production of ~~approximately 93.2%~~approximately 90.0% of our total daily average capacity ~~in direct response~~due to unfavorable ethanol operating margins.

Legislation. Federal and state governments have enacted numerous policies and incentives to encourage the ~~usage~~use of ~~domestically-produced~~domestically produced alternative fuels. RFS II has been, and we expect will continue to be, a ~~driving factor~~driver in the growth of ethanol usage. Due to drought conditions in 2012 and claims that ~~blending of ethanol into~~ the ~~motor fuel supply~~market will be ~~constrained by unwillingness of the market~~unwilling to accept greater than ~~ten percent~~10% ethanol blends, legislation aimed at reducing or eliminating the use of renewable ~~fuel use~~fuels required by RFS II has been introduced ~~into~~to Congress.

To ~~further drive the~~promote increased adoption of ethanol, Growth Energy, an ethanol industry trade association, and a number of ethanol producers requested a waiver from the U.S. Environmental Protection Agency, or EPA, to increase the allowable amount of ethanol blended ~~into~~with gasoline from the current ~~ten percent~~10% level, or E10, to a 15% level, or E15. Through a series of decisions beginning in October 2010, the EPA has granted a waiver for the use of E15 in model year 2001 and newer passenger vehicles, including cars, sport utility vehicles and light pickup trucks. In June 2012, the EPA ~~gave final approval for~~approved the sale and use of ~~E15 ethanol blends.~~E15. On June 24, 2013, the U.S. Supreme Court ~~decline~~ddeclined to hear an appeal from the American Petroleum Institute and other organizations challenging the EPA’s decision to permit the sale of E15. According to the EPA, as of ~~June 10,~~October 22, 2015, there were ~~129~~157 gas stations in 1921 states offering E15 to consumers.

On April 17, 2015, the U.S. Department of Transportation, or DOT, announced rail safety changes for transportation of ethanol and other liquids. Effective immediately, transportation of Class 3 flammable liquids, such as ethanol, ~~will be~~are subject to new safety advisories, notices and an emergency order issued by the DOT, Federal Railroad Administration and Pipeline and Hazardous Materials Safety Administration. The emergency order limits trains to a maximum authorized operating speed limit when passing through ~~highly-populated~~highly populated areas and carrying large amounts of ethanol or other Class 3 flammable liquids.

On May 1, 2015, the DOT, in coordination with Transport Canada, announced the final rule, “Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains.” The rule calls for an enhanced tank car standard known as the DOT specification 117 ~~or DOT-117~~ tank car and establishes a schedule beginning in May 2017 ~~for retrofitting~~to retrofit or ~~replacing~~replace older tank cars carrying crude oil and ethanol. U.S. and Canadian shippers ~~will~~ have until May 1, 2023, to phase out or upgrade older DOT-111 tank cars ~~in ethanol service.~~servicing ethanol. Shippers ~~will~~ have until July 1, 2023, to retrofit or replace non-jacketed CPC-1232 tank cars, and until May 1, 2025, to retrofit or replace jacketed CPC-1232 tank cars, transporting ethanol in the U.S. and Canada. The rule also establishes new braking standards ~~that are~~ intended to reduce the severity of accidents and ~~the so-called~~ “pile-up effect.” ~~Under prescribed circumstances, new~~New operational protocols ~~apply including~~are also applicable, which include reduced speed, routing requirements and local government notifications. In addition, companies that ~~offer~~transport hazardous ~~material for transportation~~materials must develop more accurate classification protocols.

Industry Fundamentals. The ethanol industry is supported by a number of market fundamentals that drive its long-term outlook and extend beyond the short-term margin environment. Following the EPA’s approval, the industry is working to broadly introduce E15 into the retail fuel market. The RFS II statutory mandate level for conventional biofuels for 2015 is 15.0 billion ~~gallons and for~~gallons. For 2014, it was 14.4 billion gallons, which approximated ~~2014~~ domestic production ~~levels.~~levels that year. Future demand will be largely dependent ~~upon~~on the economic incentives to blend based upon the relative value of gasoline versus ethanol, taking into consideration the relative ~~octane~~ value of ~~ethanol,~~octane, environmental requirements and the RFS II mandate.

The domestic gasoline market continues to evolve as refiners ~~are producing~~produce more conventional blendstocks for oxygenate blending, or CBOB, a sub-grade, ~~(84 octane)~~84 octane gasoline, which requires ethanol or other octane sources to meet the minimum octane rating requirements for the U.S. gasoline market. The demand for ethanol is also affected by the overall demand for transportation fuel. Currently, ~~according to the EIA,~~ total U.S. gasoline demand is approximately ~~136.8~~139.0 billion gallons ~~annually.~~annually, according to the EIA. The ethanol blend rate in 2014 was approximately 9.9% of total gasoline demand, or ~~13.5~~13.9 billion gallons. Demand for transportation fuel is affected by the number of miles traveled by businesses and consumers and the fuel economy of vehicles. Consumer acceptance of E15 and E85 (85% ethanol blended) fuels and flex-fuel vehicles is one factor that may be ~~needed~~necessary before ethanol can achieve ~~any~~ significant growth in U.S. market share. In addition, although the ethanol export markets ~~although~~are affected by competition from other ethanol exporters, mainly ~~from~~ Brazil, ~~are expected~~we expect exports to remain active in 2015. Overall, the U.S. ethanol industry is producing at levels to meet current domestic and export demand and ethanol prices have remained at a discount to ~~gasoline,~~octane substitutes, providing blenders and refiners ~~with~~ an economic incentive to blend.

Our BioProcess Algae joint venture is focused on developing technology to grow and harvest algae, which consume carbon dioxide, in commercially viable quantities. Through multiple stages of expansion, BioProcess Algae ~~has~~ constructed a five-acre algae farm next to our Shenandoah, Iowa ethanol plant and has ~~been operating~~operated its Grower Harvesters™ bioreactors since 2011. The joint venture is currently ~~focused on verification of~~verifying growth rates, energy balances, capital requirements and operating expenses of the technology, which are considered to be ~~some of the key~~critical steps totoward commercialization.

This disclosure is based ~~upon~~on our consolidated financial statements, which ~~have been~~were prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and other assumptions ~~that~~ we believe are proper and reasonable under the circumstances. We regularly evaluate the appropriateness of the estimates and assumptions used in the preparation of our consolidated financial statements. Actual results could differ materially from those estimates. Key accounting policies, including, but not limited to, those relating to revenue recognition, depreciation of property and equipment, asset retirement obligations, impairment of long-lived assets and goodwill, derivative financial instruments, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. See further discussion of our critical accounting policies and estimates, as well as significant accounting policies, in our annual report on Form 10-K for the year ended December 31, 2014.

~~The Company will be required~~For information related to ~~adopt the amended guidance in ASC Topic 606,~~recent accounting pronouncements, see ~~Revenue from Contracts with Customers~~Note 1 – Basis of Presentation, Description of Business and Summary of Significant Accounting Policies, which replaces existing revenue recognition guidance by requiring revenue recognition to reflect the transfer of promised goods or services to customers. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Financial Accounting Standards Board has approved deferral of required adoption included herein as part of the ~~amended guidance by one year, from January 1, 2017~~Notes to January 1, 2018. Early application beginning January 1, 2017 is permitted. We have not yet selected a transition method nor have we determined the effect of the updated standard on our consolidated financial statements and related disclosures.

~~Effective January 1, 2016, the Company will adopt the amended guidance in ASC Topic 835-30,~~ ~~Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs~~. The amended guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance will be applied on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance.

~~Effective January 1, 2017, the Company will adopt the amended guidance in ASC Topic 330,~~ ~~Inventory: Simplifying the Measurement of Inventory~~. The amended guidance requires inventory to be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amended guidance will be applied prospectively.Consolidated Financial Statements.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, results of operations or liquidity.

Revenues. In our ethanol production segment, our revenues are derived primarily from the sale of ethanol, ~~and~~ distillers grains ~~which is a co-product~~and corn oil. Distillers grains and corn oil are co-products of the ethanol production process. ~~In our corn oil production segment, our revenues are derived from the sale of corn oil, which is extracted from the whole stillage process immediately prior to the production of distillers grains.~~ In our agribusiness segment, the sale of grain and cattle are our primary ~~source~~sources of revenue. In our marketing and distribution segment, ~~the sale~~sales of ethanol, distillers grains and corn oil that we market for our ethanol plants, ~~the sale~~sales of ethanol we market for a third-party ethanol plant and ~~the sale~~sales of other commodities purchased in the open market represent our primary sources of revenue. Revenues ~~also~~ include net gains or losses from derivatives related to products sold. In our partnership segment, our revenues consist primarily of fees charged for receiving, storing, transferring and transporting ethanol and other fuels.

Cost of Goods Sold. ~~Cost~~In our ethanol production segment, cost of goods sold ~~in our ethanol production and corn oil production segments~~ includes ~~costs for~~ direct labor, materials and ~~certain~~ plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ~~the operation of our~~ ethanol ~~plants.~~plant operations. Plant overhead ~~costs~~consists primarily ~~consist~~ of plant utilities, ~~plant~~ depreciation and outbound freight charges. ~~Our cost of goods sold in these segments~~Corn is ~~mainly affected by~~ the cost of corn, natural gas, purchased distillers grains and transportation. Within our corn oil segment, we compensate the ethanol plants for the value of distillers grains displaced during the production process. In the ethanol production segment, corn is our most significant raw material cost. ~~We purchase natural~~Natural gas is our second largest cost, which is used to power steam generation in ~~our~~the ethanol production process and to dry ~~our~~ distillers grains. ~~Natural gas represents our second largest cost in this business segment.~~ Cost of goods sold also includes net gains or losses from derivatives related to commodities purchased.

~~Grain~~In our agribusiness segment, grain acquisition costs ~~represent~~are the primary components of cost of goods ~~sold in our agribusiness segment.~~sold. Grain inventories held for sale, and forward purchase contracts and ~~forward~~ sale contracts are valued at market prices ~~where~~when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and ~~the~~ local markets, ~~on which~~where the terms of the contracts are based. Changes in the market value of grain inventories, forward purchase and sale contracts and exchange-traded futures and options contracts are recognized ~~in earnings~~ as a component of cost of goods sold. In the cattle-feeding operation, the costs of cattle, ~~acquired,~~ feed and veterinary supplies, ~~as well as~~ direct labor and feedlot overhead ~~costs,~~ are accumulated as inventory and included as a component of cost of goods sold when the cattle are sold. Direct labor includes all compensation and related benefits of non-management personnel involved in ~~the operation of our feedlot.~~feedlot operations. Feedlot overhead costs ~~primarily consist of~~include feedlot utilities, depreciation, repairs and maintenance and yard expenses.

In our marketing and distribution segment, purchases of ethanol, distillers grains and corn oil represent the largest components of cost of goods sold. ~~Transportation expense represents an additional major component~~

Operations and Maintenance Expenses. In our partnership segment, transportation expenses represent the primary components of ~~our cost of goods sold in this segment.~~operations and maintenance expenses. Transportation expense includes rail car leases, freight and shipping of our ethanol and co-products, as well as costs incurred in storing ethanol at destination terminals.

Selling, General and Administrative Expenses. Selling, general and administrative expenses are recognized at the operating segment level, as well as at the corporate level. These expenses consist of employee salaries, incentives and benefits; office expenses; director fees; and professional fees for accounting, legal, consulting, and investor relations activities. Personnel costs, which include employee salaries, incentives and benefits, are the largest ~~single category of expenditures in selling, general and administrative expenses. We refer to selling,~~expenditures. Selling, general and administrative expenses that ~~are not allocable~~cannot be allocated to a segment are referred to as corporate activities.

Other Income (Expense). Other income (expense) includes interest earned, interest expense, equity earnings in nonconsolidated subsidiaries and other non-operating items.

~~Our operations are reported within~~As a result of the IPO, we implemented organizational changes during the third quarter of 2015. We now review the financial and operating performance of the following four operating segments: (1) ethanol production, which includes the production of ethanol, ~~and related~~ distillers grains ~~collectively referred to as ethanol production, (2)~~and corn oil, ~~production, (3)~~(2) agribusiness, which includes grain handling and storage and cattle feedlot operations ~~collectively referred to as agribusiness,~~(3) marketing and ~~(4)~~distribution, which includes marketing and merchant trading ~~and logistics services~~ for ~~Company-produced~~company-produced and third-party ethanol, distillers grains, corn oil and other commodities and (4) partnership, which includes fuel storage and transportation services. Prior periods have been reclassified to conform to the revised segment presentation.

When transferring assets between entities under common control under GAAP, the entity receiving the net assets initially recognizes the carrying amounts of the assets and liabilities at the date of transfer. The transferee’s prior period financial statements are restated for all periods its operations were part of the parent’s consolidated financial statements. On July 1, 2015, Green Plains Partners received ethanol storage and railcar assets and liabilities in a transfer between entities under common control. The transferred assets and liabilities are recognized at our historical cost and reflected retroactively in the segment information of the consolidated financial statements presented in this Form 10-Q. The assets of Green Plains Partners were previously included in the ethanol production and marketing and distribution segments. Expenses related to the ethanol storage and railcar assets, such as depreciation, amortization and railcar lease expenses, are also reflected retroactively in the following segment information. There are no revenues related to the operation of ~~fuel terminal facilities, collectively referred~~these ethanol storage and railcar assets in the partnership segment prior July 1, 2015, the date the related commercial agreements with Green Plains Trade became effective.

In June 2014, we acquired the assets of a cattle-feeding business with the capacity to ~~as marketing~~support approximately 70,000 head of cattle and ~~distribution. Selling,~~3.8 million bushels of grain storage capacity within our agribusiness segment.

Corporate activities incudes selling, general and administrative expenses, consisting primarily ~~consisting~~ of employees compensation, ~~of corporate employees,~~ professional fees and overhead costs not directly related to a specific operating ~~segment, are reflected in the table below as corporate activities.~~segment. When ~~the Company’s management evaluates~~we evaluate segment performance, ~~they~~we review the information ~~provided~~ below as well as ~~segment~~our earnings before interest, income taxes, noncontrolling interest, depreciation and amortization, or EBITDA.

During the normal course of business, our operating segments ~~enter into transactions~~do business with ~~one another.~~each other. For example, our ethanol production ~~and corn oil production segments sell~~segment sells ethanol ~~distillers grains and corn oil~~ to our marketing and distribution segment, ~~and~~ our agribusiness segment sells grain to our ethanol production segment and our partnership segment provides fuel storage and transportation services for our marketing and distribution segment. These intersegment activities are treated like third-party transactions and recorded ~~by each segment~~ at ~~prices approximating~~ market ~~and treated as if they are third-party transactions.~~values. Consequently, these transactions affect segment performance; however, they do not impact ~~segment performance. However, intersegment~~our consolidated results since the revenues and corresponding costs are ~~eliminated in consolidation, and do not impact our consolidated results.~~eliminated.

~~In June 2014, within our agribusiness segment, we acquired the assets of a cattle-feeding business with capacity to support 70,000 head of cattle and 3.8 million bushels of grain storage capacity.~~

The ~~tables below reflect~~ selected operating segment financial information are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014

Revenues:
Ethanol production:
Revenues from external customers (1)	$	38,856	$	(71,054)	$	102,950	$	(98,486)
Intersegment revenues		411,582		603,529		764,441		1,169,332
Total segment revenues		450,438		532,475		867,391		1,070,846
Corn oil production:
Revenues from external customers (1)		-		(7)		(13)		-	$	37,702	$	34,593	$	140,640	$	(63,893)
Intersegment revenues		17,027		20,381		33,836		36,765		352,215		568,938		1,145,879		1,764,734
Total segment revenues		17,027		20,374		33,823		36,765		389,917		603,531		1,286,519		1,700,841
Agribusiness:
Revenues from external customers (1)		78,642		33,488		136,976		51,729		54,519		23,747		191,495		75,476
Intersegment revenues		264,935		347,116		527,718		651,354		255,671		290,543		783,388		941,897
Total segment revenues		343,577		380,604		664,694		703,083		310,190		314,290		974,883		1,017,373
Marketing and distribution:
Revenues from external customers (1)		626,992		875,431		1,242,965		1,618,504		648,413		773,439		1,887,184		2,387,801
Intersegment revenues		31,887		34,595		71,262		68,060		21,914		40,616		93,176		108,677
Total segment revenues		658,879		910,026		1,314,227		1,686,564		670,327		814,055		1,980,360		2,496,478
Partnership:
Revenues from external customers (1)										2,163		2,146		6,356		6,288
Intersegment revenues										19,247		1,255		21,895		3,267
Total segment revenues										21,410		3,401		28,251		9,555
Revenues including intersegment activity		1,469,921		1,843,479		2,880,135		3,497,258		1,391,844		1,735,277		4,270,013		5,224,247
Intersegment eliminations		(725,431)		(1,005,621)		(1,397,257)		(1,925,511)		(649,047)		(901,352)		(2,044,338)		(2,818,575)
Revenues as reported	$	744,490	$	837,858	$	1,482,878	$	1,571,747	$	742,797	$	833,925	$	2,225,675	$	2,405,672



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Cost of goods sold, excluding depreciation and amortization:
Ethanol production	$	365,348	$	512,621	$	1,184,595	$	1,448,082
Agribusiness		307,995		311,691		962,979		1,009,246
Marketing and distribution		656,934		800,100		1,950,327		2,437,813
Partnership		-		-		-		-
Intersegment eliminations		(650,929)		(908,224)		(2,049,522)		(2,823,000)
	$	679,348	$	716,188	$	2,048,379	$	2,072,141



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Operating income (loss):
Ethanol production	$	5,528	$	72,836	$	43,139	$	198,359
Agribusiness		365		1,136		5,833		3,341
Marketing and distribution		9,406		8,378		17,446		43,446
Partnership		11,030		(5,268)		416		(14,054)
Intersegment eliminations		1,882		6,842		5,264		4,270
Corporate activities		(8,378)		(8,869)		(23,759)		(23,017)
	$	19,833	$	75,055	$	48,339	$	212,345

Three Months Ended ~~June~~September 30, 2015, ~~Compared~~compared to the Three Months Ended ~~June~~September 30, 2014

Consolidated revenues decreased by ~~$93.4~~$91.1 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. Revenues from sales of ethanol and distillers grains decreased by ~~$149.4~~$149.1 million and ~~$15.2~~$11.0 million, respectively, while revenues from sales of cattle, natural gas and grains increased by ~~$62.9~~$44.2 million, $14.1 million and ~~$9.5~~$5.0 million, respectively. Ethanol and distillers grains revenues were affected by a decrease in average realized prices. Natural gas revenues were impacted by an increase in third party volumes sold. Grain revenues were impacted by an increase in ~~volumes, partially offset by lower average realized prices. Gross profit~~volumes. Operating income decreased by ~~$31.0~~$55.2 million for the three months ended ~~June 30, 2015 compared to the same period in 2014 primarily as a result of decreased margins for ethanol production. Operating income decreased by $34.5 million for the three months ended June~~September 30, 2015, compared to the same period in 2014 as a result of ~~the factors discussed above~~decreased revenues, as well as ~~a $3.6 million increase in selling, general and administrative expenses.~~decreased margins for ethanol production. Interest expense ~~increased~~decreased by ~~$0.9~~$0.1 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014 due to lower average borrowing costs, partially offset by higher average debt balances ~~outstanding.~~outstanding during the quarter. Income tax ~~expense~~benefit was ~~$5.2~~$0.6 million for the three months ended ~~June~~September 30, 2015, compared to ~~$17.8~~income tax expense of $24.3 million for the same period in 2014.

The following discussion ~~of segment results~~ provides greater detail ~~on period-to-period results.~~about our third quarter segment performance.

~~The table below presents key~~Key operating data ~~within~~for our ethanol production ~~segment:~~segment is as follows:

Revenues in the ethanol production segment decreased by ~~$82.0~~$213.6 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014 primarily due to lower average ethanol and distillers grains prices realized, as well as lower volumes produced and sold. ~~The~~In recognition of the low margin environment, the ethanol production segment produced ~~238.7~~215.6 million gallons of ethanol, which represents approximately ~~93.9%~~83.8% of daily average production capacity, during the three months ended ~~June~~September 30, 2015.

~~Cost~~We sold 55.9 million pounds of goods sold in the ethanol production segment decreased by $71.2 million for the three months ended June 30, 2015 compared to the same period in 2014. Corn costs decreased due to a 22% decrease in average cost per bushel and reduced corn ~~consumption resulting from an improvement in ethanol yield~~oil during the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. As a result of the factors identified above, gross profit and operating income for the ethanol production segment decreased by $10.9 million and $11.9 million, respectively, for the three months ended June 30, 2015 compared to the same period in 2014. Depreciation and amortization expense for the ethanol production segment was $13.5 million for the three months ended June 30, 2015 compared to $12.8 million during the same period in 2014.

Revenues in the corn oil production segment decreased by $3.3 million for the three months ended June 30, 2015 compared to the same period in 2014. During the three months ended June 30, 2015, we sold 62.4 million pounds of corn oil compared to 58.063.0 million pounds in the same period of 2014. The average price realized for corn oil was approximately 22% lower for the ~~second~~third quarter of 2015, compared to the same period in 2014.

~~Gross profit and operating income~~Cost of goods sold in the ~~corn oil~~ethanol production segment decreased by ~~$1.3~~$147.3 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. ~~The decrease was~~Corn costs decreased due to ~~the~~a 2% decrease in ~~revenues~~average cost per bushel and ~~decrease~~reduced corn consumption resulting from an improvement in ~~cost of goods sold of $2.0 million related to~~ethanol yield, as well as lower ~~input and processing costs~~production during the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. As a result of the factors identified above, operating income for the ethanol production segment decreased by $67.3 million for the three months ended September 30, 2015, compared to the same period in 2014. Depreciation and amortization expense for the ethanol production segment was $13.8 million for the three months ended September 30, 2015, compared to $13.2 million during the same period in 2014.

Revenues in the agribusiness segment decreased by ~~$37.0~~$4.1 million, ~~and gross profit~~ and operating income ~~increased~~decreased by ~~$1.5 million and $1.0~~$0.8 million, respectively, for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. We sold ~~73.0~~63.2 million bushels of grain, including ~~70.5~~62.4 million bushels to our ethanol production segment, during the three months ended ~~June~~September 30, 2015, compared to sales of ~~77.4~~75.5 million bushels of grain, including ~~72.4~~73.8 million bushels to our ethanol production segment during the same period in 2014. Revenues were impacted by a decrease in average realized prices and volumes sold, partially offset by an increase in revenues of ~~$62.9~~$44.2 million due to the cattle-feeding operation that was acquired during the

second quarter of 2014. ~~Gross profit and operating~~Operating income ~~increased~~ decreasedas a result of ~~higher volumes of grain storage.~~ decreased revenues.

Revenues in our marketing and distribution segment decreased by ~~$251.1~~$143.7 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014. The decrease in revenues was primarily due to a ~~combined $274.7 million~~ decrease in ethanol ~~and distillers grains~~ revenues of $165.7 million resulting from lower average realized prices. The decrease in ethanol ~~and distillers grains~~ revenues was partially offset by an increase in ~~other~~ grain and natural gas revenues of ~~$27.4~~$12.7 million ~~due to~~and $14.1 million, respectively. Grain revenues were impacted by increased volume ~~activity, partially offset~~activity. Natural gas revenues were impacted by ~~lower average realized prices.~~an increase in third party volumes sold. The marketing and distribution segment sold ~~299.7~~294.3 million and ~~303.5~~291.3 million gallons of ethanol during the three months ended ~~June~~September 30, 2015 and 2014, respectively.

~~Gross profit and operating~~Operating income for the marketing and distribution segment increased by ~~$0.8~~$1.0 million ~~and $0.2 million, respectively,~~ for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014, primarily due to a decrease in operating expenses.

As a result of the IPO, the partnership segment received downstream ethanol transportation and storage assets. Expenses related to these contributed assets, such as depreciation, amortization and railcar lease expenses, are reflected in the partnership segment. No revenues related to the operation of the ethanol storage and railcar contributed assets are reflected in this segment for periods prior July 1, 2015, the date the related commercial agreements with Green Plains Trade became effective, which impacts the comparability between periods. Revenues generated by the partnership segment from the new storage and railcar commercial agreements were approximately $17.8 million for the three months ended September 30, 2015.

Operating income for the partnership segment increased by approximately $16.3 million due to the increase in revenues above, partially offset by an increase in ~~profits~~operations and maintenance expenses of $0.8 million for the three months ended September 30, 2015, compared to the same period for 2014. The increase was primarily due to increased wages and fuel costs associated with our trucking company, resulting from ~~merchant trading activity.~~an increase in the number of trucks in service and number of locations in which our trucking company does business. This was partially offset by a decrease in throughput unloading fees. General and administrative expenses increased $0.7 million for the three months ended September 30, 2015, compared to the same period for 2014, primarily due to transaction costs related to the formation of the partnership, unit-based compensation and board fees.

Intersegment eliminations of revenues decreased by ~~$280.2~~$252.3 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014 due to the following factors: decreased ~~corn~~ sales of ethanol from ~~the agribusiness segment to~~ the ethanol production segment to the marketing and distribution segment of ~~$82.0~~$195.6 million, decreased sales of distillers grains from the ethanol production segment to the marketing and distribution segment of ~~$9.5~~$19.0 million and decreased corn sales ~~of ethanol~~ from the agribusiness segment to the ethanol production segment of $40.4 million, partially offset by increased transportation and storage fees from the partnership segment to the marketing and distribution segment of ~~$182.8~~$17.8 million.

Intersegment eliminations of ~~gross profit and~~ operating income increased by ~~$21.1~~$5.0 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014 due primarily to decreased average margins realized during the ~~second~~third quarter of 2015, compared to 2014. Ethanol is sold from the ethanol production segment to the marketing and distribution segment as it is produced and transferred into storage tanks located at each respective plant. The finished product is then sold by the marketing and distribution segment to external customers. Profit is recognized by the ethanol production segment upon sale to the marketing and distribution segment, but is eliminated from consolidated results until title to the product has been transferred to a third party.

Operating income was impacted by ~~an increase~~a decrease in operating expenses for corporate activities of ~~$1.4~~$0.5 million for the three months ended ~~June~~September 30, 2015, compared to the same period in 2014.

We recorded income tax ~~expense~~benefit of ~~$5.2~~$0.6 million for the three months ended ~~June~~September 30, 2015, compared to income tax expense of ~~$17.8~~$24.3 million for the same period in 2014. The effective tax rate (calculated as the ratio of income tax expense to income before income taxes) was approximately ~~40.1%~~(6.4)% for the three months ended ~~June~~September 30, 2015, compared to ~~35.5%~~36.7% for the same period in 2014. The ~~increase~~decrease in the effective tax rate was due primarily to the impact of the noncontrolling interest in Green Plains Partners on the consolidated financial results. This was partially offset by a change in estimate related to our filing position in various jurisdictions as well as comparable permanent differences on lower amounts of income before taxes for the 2015 period compared to the 2014 period.

As a result of the IPO, we, together with our subsidiaries, own a 62.5% limited partner interest and a 2.0% general partner interest in the partnership and own all of the partnership’s incentive distribution rights, with the remaining 35.5% limited partner interest owned by public common unitholders for the three months ended September 30, 2015. We consolidate the financial results of the partnership, and record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income attributable to the economic interest in the partnership held by the public common unitholders of the partnership. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of the partnership attributable to the public common unitholders of the partnership.

~~Six~~Nine Months Ended ~~June~~September 30, 2015, ~~Compared~~compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2014

Consolidated revenues decreased by ~~$88.9~~$180.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. Revenues from sales of ethanol and distillers grains decreased by ~~$235.1~~$384.4 million and ~~$42.8~~$53.8 million, respectively, while revenues from sales of cattle, natural gas and grains increased by ~~$108.0~~$152.2 million, $20.2 million and ~~$79.4~~$84.5 million, respectively. Ethanol and distillers grains revenues were affected by a decrease in average realized prices, partially offset by an increase in volumes sold. Natural gas revenues were impacted by an increase in third party volumes sold. Grain revenues were impacted by an increase in volumes, partially offset by lower average realized prices. ~~Gross profit decreased by $106.2 million for the six months ended June 30, 2015 compared to the same period in 2014 primarily as a result of decreased margins for ethanol production.~~ Operating income decreased by ~~$108.8~~$164.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014 as a result of the ~~factors discussed above~~decreased revenues, decreased margins for ethanol production as well as a ~~$2.6~~$7.8 million increase in operations and maintenance expenses, selling, general and administrative expenses and depreciation and amortization expenses. Interest expense increased by ~~$0.3~~$0.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014 due to ~~slightly~~ higher average borrowing costs, partially offset by lower average debt balances outstanding. Income tax expense was ~~$2.8~~$2.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to ~~$44.3~~$68.6 million for the same period in 2014.

The following discussion ~~of segment results~~ provides greater detail ~~on period-to-period results.~~about our year-to-date segment performance.

~~The table below presents key~~Key operating data ~~within~~for our ethanol production ~~segment:~~segment is as follows:

Revenues in the ethanol production segment decreased by ~~$203.5~~$414.3 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014 primarily due to lower average ethanol and distillers grains prices ~~realized.~~realized, as well as

lower volumes produced and sold. The ethanol production segment produced ~~471.2~~686.8 million gallons of ethanol, which represents approximately ~~93.2%~~90.0% of daily average production capacity, during the ~~six~~nine months ended ~~June~~September 30, 2015. During the nine months ended September 30, 2015, we sold 176.0 million pounds of corn oil compared to 171.5 million pounds in the same period of 2014. The average price realized for corn oil was approximately 19% lower for the nine months ended September 30, 2015, compared to the same period in 2014.

Cost of goods sold in the ethanol production segment decreased by ~~$114.1~~$263.5 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. Corn costs decreased due to a ~~19%~~14% decrease in average cost per bushel and reduced corn consumption resulting from an improvement in ethanol yield, as well as lower production, during the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. As a result of the factors identified above, ~~gross profit and~~ operating income for the ethanol production segment decreased by ~~$89.4~~$155.2 million, ~~and $91.3 million, respectively,~~ for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. Depreciation and amortization expense for the ethanol production segment was ~~$26.9~~$41.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to ~~$25.8~~$39.2 million during ~~the same period in 2014.~~

Revenues in the corn oil production segment decreased by $2.9 million for the six months ended June 30, 2015 compared to the same period in 2014. During the six months ended June 30, 2015, we sold 120.1 million pounds of corn oil compared to 108.5 million pounds in the same period of 2014. The average price realized for corn oil was approximately 17% lower for the six months ended June 30, 2015 compared to the same period in 2014.

Gross profit and operating income in the corn oil production segment increased by $1.3 million and $1.2 million, respectively, for the six months ended June 30, 2015 compared to the same period in 2014. The increase was due to a decrease in cost of goods sold of $4.2 million related to lower input and processing costs, partially offset by the decrease in revenues during the six months ended June 30, 2015 compared to the same period in 2014.

Revenues in the agribusiness segment decreased by ~~$38.4~~$42.5 million, ~~and gross profit~~ and operating income increased by ~~$3.7 million and $3.3~~$2.5 million, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. We sold ~~143.4~~206.6 million bushels of grain, including ~~139.0~~201.3 million bushels to our ethanol production segment during the ~~six~~nine months ended ~~June~~September 30, 2015, compared to sales of ~~146.7~~223.7 million bushels of grain, including ~~139.6~~214.9 million bushels to our ethanol production segment during the same period in 2014. Revenues were impacted by a decrease in average realized prices and volumes sold, partially offset by an increase in revenues of ~~$108.0~~$152.2 million due to the cattle-feeding operation that was acquired during the second quarter of 2014. ~~Gross profit and operating~~Operating income increased as a result of higher volumes of grain storage and cattle-feeding operations.

Revenues in our marketing and distribution segment decreased by ~~$372.3~~$516.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014. The decrease in revenues was primarily due to a combined ~~$483.8~~$648.6 million decrease in ethanol and distillers grains revenues resulting from lower average realized prices, partially offset by an increase in volumes sold. The decrease in ethanol and distillers grains revenues was partially offset by an increase in ~~other grains~~grain and natural gas revenues of ~~$103.0~~$115.8 million ~~due to~~and $20.2 million, respectively. Grain revenues were impacted by increased volume activity, partially offset by lower average realized prices. Natural gas revenues were impacted by an increase in third party volumes sold. The marketing and distribution segment sold ~~575.6~~870.0 million and ~~562.7~~854.0 million gallons of ethanol during the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

~~Gross profit and operating~~Operating income for the marketing and distribution segment decreased by ~~$27.7~~$26.0 million, ~~and $26.7 million, respectively,~~ for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014, primarily due to the decrease in average realized prices and margins for ethanol activity.

Operating income for the partnership segment increased by approximately $14.5 million due to the increase in revenues above, partially offset by an increase in operations and maintenance expenses of $3.3 million for the three months ended September 30, 2015, compared to the same period for 2014. The increase is primarily due to increased railcar lease expenses as well as increased wages and fuel costs associated with our trucking company, resulting from an increase in the number of trucks in service and number of locations in which it does business. General and administrative expenses increased $0.7 million for the three months ended September 30, 2015, compared to the same period for 2014, due to transaction costs related to the formation of the partnership, unit-based compensation and board fees.

Intersegment eliminations of revenues decreased by ~~$528.3~~$774.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014 due to the following factors: decreased ~~corn~~ sales of ethanol from ~~the agribusiness segment to~~ the ethanol production segment to the marketing and distribution segment of ~~$122.9~~$573.8 million, decreased sales of distillers grains from the ethanol production segment to the marketing and distribution segment of ~~$30.8~~$49.8 million and decreased corn sales ~~of ethanol~~ from the agribusiness segment to the ethanol production segment of $163.4 million, partially offset by increased transportation and storage fees from the partnership segment to the marketing and distribution segment of ~~$378.3~~$17.8 million.

Intersegment eliminations of ~~gross profit and~~ operating income decreased by ~~$6.0~~$1.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014 due primarily to decreased average margins eliminated during the first ~~and second~~three quarters of 2015 compared to 2014. Ethanol is sold from the ethanol production segment to the marketing and distribution segment as it is produced and transferred into storage tanks located at each respective plant. The finished product is then sold by the marketing and distribution segment to external customers. Profit is recognized by the ethanol production segment upon sale to the marketing and distribution segment, but is eliminated from consolidated results until title to the product has been transferred to a third party.

Operating income was impacted by an increase in operating expenses for corporate activities of ~~$1.2~~$0.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014.

We recorded income tax expense of ~~$2.8~~$2.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to income tax expense of ~~$44.3~~$68.6 million for the same period in 2014. The effective tax rate (calculated as the ratio of income tax expense to income before income taxes) was approximately ~~38.3%~~13.0% for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to ~~37.0%~~36.9% for the same period in 2014. The ~~increase~~decrease in the effective tax rate was due primarily to the impact of the noncontrolling interest in Green Plains Partners on the consolidated financial results. This was partially offset by a change in estimate related to our filing position in various jurisdictions as well as comparable permanent differences on lower amounts of income before taxes for the 2015 period compared to the 2014 period.

~~Management uses~~We use EBITDA to compare the financial performance of our business segments and ~~to internally~~ manage those segments. ~~Management believes that~~We believe EBITDA ~~provides useful information~~allows investors to ~~investors as a measure of comparison~~compare our results with ~~peer~~our peers and other companies. EBITDA should not be considered an alternative to, or more meaningful than, net income or cash flow, ~~as determined~~which are prepared in accordance with generally accepted accounting principles. Since EBITDA calculations may vary from company to ~~company. Accordingly,~~company, our computation of EBITDA may not be comparable with a ~~similarly-titled measure of another company.~~ similarly titled measure.

The ~~following sets forth the~~ reconciliation of net income to EBITDA is as follows (in thousands):

On ~~June~~September 30, 2015, we had ~~$399.5~~$495.9 million in cash and equivalents, excluding restricted cash, ~~comprised~~consisting of ~~$289.6~~$407.0 million held at our parent company and the remainder held at our subsidiaries. We also had ~~up to~~ an additional ~~$175.4~~$275.3 million available under revolving credit agreements, which includes the partnership’s revolving credit facility, at ~~our subsidiaries at June~~September 30, 2015, some of which wwere as subject to ~~borrowing base~~ restrictions or other ~~specified~~ lending conditions. Funds held at our subsidiaries are generally required for their ongoing operational needs, and distributions from our subsidiaries are restricted pursuant to their credit agreements. At ~~June~~September 30, 2015, there were ~~approximately $701.5~~approximately $711.0 million of net assets at our subsidiaries that were not available ~~to be transferred~~for transfer to the parent company in the form of dividends, loans or advances due to restrictions contained in ~~the~~our subsidiaries’ credit ~~facilities of these subsidiaries.~~facilities.

In conjunction with the closing of the ~~Offering~~IPO on July 1, 2015, the ~~Partnership~~partnership received net proceeds of ~~$157.9~~$157.4 million, of which $155.3 million was paid to us as a distribution. The ~~Company~~company entered into certain fee-based arrangements with the ~~Partnership, as described in the Company’s current report on Form 8-K dated July 6, 2015.~~partnership. In addition, the ~~Partnership~~partnership entered into a new $100.0 million revolving credit facility ~~as described below,~~ to ~~provide available funds for~~fund working capital, acquisitions, distributions, capital expenditures and other general ~~Partnership~~partnership purposes. The company also recognized an income tax gain on assets contributed to the partnership which resulted in higher cash outflows for estimated tax payments during the third quarter of 2015.

We incurred capital expenditures of ~~$28.4~~$44.7 million in the first ~~six~~nine months of 2015 for various projects, including expansion projects of approximately ~~$13.0~~$18.9 million for ethanol production capacity and ~~$5.3~~$9.2 million for grain storage capacity. Capital spending for the remainder of 2015 is expected to be approximately ~~$45.6~~$29.5 million, which includes

additional expansion projects for ethanol production capacity of ~~$31.2 million and grain storage capacity of $1.9~~$10.4 million, as well as expenditures for various other projects, and is expected to be financed with available borrowings under our credit facilities and cash provided by operating activities.

Net ~~cas~~hcash used by operating activities was $7.5 million for the nine months ended September 30, 2015, compared with net cash provided by operating activities ~~was $23.2 million for the six months ended June 30, 2015 compared to $151.0~~of $225.6 million for the same period in 2014. Operating activities were affected by decreased operating profits and an increase in working capital for the ~~six~~nine months ended ~~June~~September 30, 2015, primarily consisting of a decrease in accounts payable and accrued liabilities. Cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2014 ~~reflected~~was affected by higher operating profits and a decrease in working capital, primarily consisting of a decrease in finished goods inventory and an increase in accrued and other liabilities. Net cash used by investing activities was ~~$32.0~~$47.8 million for the ~~six~~nine months ended ~~June~~September 30, 2015, due primarily to capital expenditures at our ethanol plants. Net cash ~~used~~provided by financing activities was ~~$17.2~~$125.6 million for the ~~six~~nine months ended ~~June~~September 30, ~~2015.~~2015 primarily due to the proceeds received from the IPO of the partnership. Additionally, Green Plains Trade, Green Plains Cattle and Green Plains Grain ~~utilize~~use revolving credit facilities to finance working capital requirements. ~~These~~We frequently draw from and repay these facilities ~~are frequently drawn upon and repaid, resulting~~which results in significant cash movements ~~that are~~ reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.

Our business is highly ~~impacted by commodity prices, including prices~~sensitive to the price of commodities, particularly for corn, ethanol, distillers grains and natural gas. We ~~attempt~~use derivative financial instruments to reduce the market risk associated with fluctuations in commodity ~~prices through the use of derivative financial instruments.~~prices. Sudden changes in commodity prices may require cash deposits with brokers orfor margin ~~calls. Depending on our open derivative positions, we may require~~calls or significant liquidity with little advanced notice to meet margin ~~calls.~~calls, depending on our open derivative positions. On ~~June~~September 30, 2015, we had ~~$15.0~~$13.8 million in margin deposits for broker margin requirements. We continuously monitor our exposure to margin calls and believe ~~that~~ we will continue to maintain adequate liquidity to cover ~~such~~ margin calls from our operating results and borrowings. ~~Increases in grain prices and hedging activity have led to more frequent and larger margin calls.~~

We were in compliance with our debt covenants at ~~June~~September 30, 2015. Based ~~upon~~on our forecasts and the current margin environment, we believe we will maintain compliance at each of our subsidiaries for the ~~upcoming~~next twelve months or ~~if necessary~~ have sufficient liquidity available on a consolidated basis to resolve ~~a subsidiary’s~~ noncompliance. NoWe cannot provide assurance ~~can be provided~~ that actual ~~operating~~ results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event ~~actual results differ significantly from our forecasts and~~ a subsidiary is unable to comply with its ~~respective~~ debt covenants, the subsidiary’s lenders may determine that an event of default has ~~occurred. Upon the occurrence of an event of default,~~occurred, and following notice, the lenders may terminate ~~any~~the commitment and declare the ~~entire~~ unpaid balance due and payable.

In August 2013, our ~~Board~~board of ~~Directors~~directors initiated a quarterly cash dividend. We have paid a quarterly cash dividend since this initial authorization and anticipate declaring a cash dividend in future quarters on a regular ~~basis; however, future~~basis. In August 2015, our board of directors declared a quarterly cash dividend of $0.12 per share. The cash dividend represents a 50% increase from the previous dividend and the second annual increase in the cash dividend paid to shareholders. Future declarations of dividends, however, are subject to ~~Board~~board approval and may be adjusted as our cash position, business needs or market conditions change.

For each calendar quarter commencing with the quarterly period ending September 30, 2015, the partnership intends to pay a minimum quarterly distribution of $0.40 per unit per quarter, or $1.60 per unit on an annualized basis. The partnership does not have a legal or contractual obligation to pay these distributions. On October 22, 2015, the board of directors of the general partner of the partnership declared a cash distribution of $0.40 per unit on outstanding common and subordinated units of the partnership, or $13.0 million total, for the quarter ended September 30, 2015. The distribution is payable on November 13, 2015 to unitholders of record at the close of business on November 6, 2015.

In August 2014, we announced a share repurchase program of up to $100 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. We repurchased 191,700 shares of common stock for approximately $4.0 million during the third quarter of 2015.

We believe ~~that~~ we have sufficient working capital for our existing operations. ~~However, a~~A sustained period of unprofitable operations, however, may strain our liquidity ~~and make~~making it difficult to maintain compliance with our financing arrangements. ~~While we~~We may ~~seek~~sell additional ~~sources of working~~equity or borrow capital ~~in response, we can~~to improve or preserve our liquidity, expand our business or build additional or acquire existing businesses. We cannot provide no assurance that we will be able to secure this funding if necessary. We may sell additional equity or borrow additional amounts to improve or preserve our liquidity, expand our existing businesses, or build additional or acquire existing businesses. We can provide no assurance that we will be able to secure the funding necessary ~~for these additional projects or~~ for additional working capital ~~needs~~or these projects at reasonable terms, if at all.

For additional information related to our debt, see Note 78 – Debt included ~~herein~~ as part of the ~~Notes~~notes to ~~Consolidated Financial Statements~~consolidated financial statements and Note 10 – Debt included as part of the ~~Notes~~notes to ~~Consolidated Financial Statements~~consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2014.

~~During the second quarter of 2015,~~ Green Plains Processing LLC, ~~our wholly-owned subsidiary, amended its~~or Green Plains Processing, has a $345.0 million senior secured credit facility, ~~to increase~~which is guaranteed by the ~~outstanding borrowings by $120 million, bringing~~company and each of the ~~total commitment to $345 million. The proceeds were used to repay existing term loans~~subsidiaries of Green Plains Processing and ~~revolving term loans with a combined total outstanding balance of $117.3 million at the end of first quarter of 2015, as follows:~~

~~The $345 million Term Loan B facility is~~ secured by the ~~twelve ethanol production facilities, including their corn oil production~~stock and substantially all of the assets of Green Plains Processing and ~~matures on June 30, 2020. The~~its subsidiaries. This credit facility bears interest at a rate equal to 5.5% plus LIBOR, subject to a 1.0% floor. At ~~June~~September 30, 2015, the interest rate on this term debt was 6.5% and ~~$321.8~~$316.2 million was outstanding. Commencing in the third quarter of 2015, scheduled principal payments are $0.9 million each quarter. The terms of this credit facility require the Green Plains Processing to maintain a maximum total leverage ratio at the end of each fiscal quarter of not more than 4.00 to 1.00, initially, decreasing to 3.25 to 1.00 over the life of the credit facility. The terms of this credit facility also require a minimum fixed charge coverage ratio of 1.25 to 1.00. This credit facility has a provision that requires Green Plains Processing to make quarterly special payments of 50% to 75% of the available free cash flow from the entity’s operations subject to certain limitations. Available free cash flow may be distributed to us after a quarterly free cash flow payment is made to the lenders, subject to certain limitations, as defined in the loan agreement.

Additionally, certain subsidiaries have small equipment financing loans, capital leases on equipment or facilities, or other forms of debt financing.

Green Plains Grain has a $125.0 million senior secured asset-based revolving credit facility, ~~to provide the agribusiness segment with working capital funding subject to a borrowing base as defined in the facility. The revolving credit facility~~which matures on August 26, ~~2016. The revolving~~2016, to finance working capital up to the maximum commitment based on eligible collateral. This credit facility includes ~~total revolving credit commitments of $125.0 million and~~ an accordion feature ~~whereby amounts available under~~that enables the facility ~~may~~to be increased by up to $75.0 million ~~of new lender commitments upon~~with agent approval. ~~The~~This credit facility can also ~~allows for additional seasonal borrowings~~be increased by up to $50.0 ~~million.~~million for seasonal borrowings. The total commitments outstanding under the facility cannot exceed $250.0 million. At ~~June~~September 30, 2015, ~~$47.0~~$60.0 million was outstanding on ~~the revolving~~ this credit ~~facility was outstanding.~~facility.

Green Plains Cattle has a $100.0 million senior secured asset-based revolving credit facility, which matures on October 31, 2017, to ~~provide for~~finance working capital ~~financing. The lender will make loans~~ up to ~~$100.0 million~~the maximum commitment based on eligible collateral. The revolving credit facility matures on October 31, 2017. At ~~June~~September 30, 2015, ~~$81.4~~$58.0 million was outstanding on ~~the revolving~~this credit ~~facility was outstanding.~~facility.

Green Plains Trade has a $150.0 million senior secured asset-based revolving credit facility, of up to $150.0 million, subject to a borrowing base value equal to the sum of percentages of eligible receivables and eligible inventories, less certain miscellaneous adjustments. The revolving credit facilitywhich matures on November 26, ~~2019.~~ 2019, to finance working capital up to the maximum commitment based on eligible collateral. At ~~June~~September 30, 2015, ~~$71.2~~$81.7 million was outstanding on ~~the revolving~~this credit ~~facility was outstanding.~~facility.

We have issued $120.0 million of 3.25% Convertible Senior Notes due 2018, or the 3.25% Notes, which represent senior, unsecured obligations, with interest payable on April 1 and October 1 of each year. Prior to April 1, 2018, the 3.25% Notes will not be convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment upon the occurrence of certain events, including the payment of a quarterly cash dividend that exceeds $0.04 per share. As a result, the conversion rate was recently adjusted to 48.1992 shares of common stock per $1,000 principal amount of 3.25% Notes, which is equal to a current conversion price of approximately $20.75 per share. In addition, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including calling the 3.25% Notes for redemption. We intend to satisfy conversion of the 3.25% Notes with cash for the principal amount of the debt and cash or shares of common stock for any related conversion premium.

On July 1, 2015, ~~in connection with~~ the ~~closing of the Offering,~~partnership’s primary operating subsidiary, Green Plains Operating Company, ~~LLC, a subsidiary of the Partnership,~~ entered into ~~an agreement for~~ a ~~5-year,~~five-year $100.0 million revolving credit facility to ~~provide available funds for~~fund working capital, acquisitions, distributions, capital expenditures and other general ~~Partnership~~partnership purposes. This credit facility may be increased by up to ~~an aggregate of~~ $50.0 million without the consent of the ~~lenders and~~lenders. This credit facility is available for revolving loans ~~including a sublimit~~with sublimits of $15.0 million for swing line loans and ~~a sublimit of~~ $15.0 million for letters of credit.

The obligations under this credit facility are secured by a first priority lien on (i) the capital stock of the ~~Partnership’s~~partnership’s present and future subsidiaries, (ii) all of the ~~Partnership’s~~partnership’s present and future personal property, ~~including, but not limited to,~~such as investment property, general intangibles and contract rights, including rights under ~~any~~ agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the ~~Partnership’s~~partnership’s present and future subsidiaries and ~~the Partnership’s~~its personal property. The ~~Company and~~company, the ~~Partnership,~~partnership and each of the ~~Partnership’s~~partnership’s existing subsidiaries and future domestic subsidiaries, also guarantee this credit facility.

Loans under this credit facility ~~will bear interest at~~are subject to a floating interest rate based upon our maximum consolidated net leverage ratio equal to ~~either~~ (a) a base rate plus ~~a range from~~ 75 to 175 basis points per ~~annum~~year or (b) a LIBOR rate plus ~~a range of~~ 175 to 275 basis points. The base rate is established as the highest of (i) the rate ~~which~~that Bank of America, N.A. announces ~~from time to time,~~ as its prime lending rate, (ii) daily one-month LIBOR plus 100 basis points per ~~annum~~year and (iii) the federal funds rate plus 50 basis points per ~~annum.~~year. We had no outstanding balance on this credit facility at September 30, 2015.

In September 2013, we issued $120.0 million of 3.25% convertible senior notes due in 2018, or the 3.25% notes, which are senior, unsecured obligations, with interest payable on April 1 and October 1 of each year. Prior to April 1, 2018, the 3.25% notes are not convertible unless certain conditions are satisfied. The conversion rate is subject to adjustment when the quarterly cash dividend exceeds $0.04 per share. The conversion rate was recently adjusted to 48.4199 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $20.65 per share. We may be obligated to increase the conversion rate in certain events, including redemption. We intend to convert the 3.25% notes with cash for the principal and cash or common stock for the conversion premium.

~~Our contractual~~Contractual obligations as of ~~June~~September 30, 2015 were as follows (in thousands):



	Payments Due By Period					Payments Due By Period
Contractual Obligations	Total	Less Than 1 Year	1-3 Years	3-5 Years	More Than 5 Years	Total	Less Than 1 Year	1-3 Years	3-5 Years	More Than 5 Years

Long-term and short-term debt obligations (1)	$ 669,362	$ 208,880	$ 9,088	$ 428,985	$ 22,409	$ 663,404	$ 204,231	$ 8,748	$ 428,266	$ 22,159
Interest and fees on debt obligations (2)	139,949	32,838	52,025	43,070	12,016	132,001	32,666	51,255	36,357	11,723
Operating lease obligations (3)	92,191	29,759	36,718	20,649	5,065	84,732	29,475	33,099	19,081	3,077
Purchase obligations
Purchase obligations:
Forward grain purchase contracts (4)	263,039	252,453	4,021	3,170	3,395	178,167	167,472	4,695	2,917	3,083
Other commodity purchase contracts (5)	73,356	73,356	-	-	-	119,680	119,680	-	-	-
Other	117	37	52	28	-	523	445	52	26	-
Total contractual obligations	$ 1,238,014	$ 597,323	$ 101,904	$ 495,902	$ 42,885	$ 1,178,507	$ 553,969	$ 97,849	$ 486,647	$ 40,042

(1) Includes the current portion of long-term debt and excludes the effect of any debt discounts.	(1) Includes the current portion of long-term debt and excludes the effect of any debt discounts.					(1) Includes the current portion of long-term debt and excludes the effect of any debt discounts.
(2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principal and interest amounts are	(2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principal and interest amounts are					(2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principal and interest amounts are
paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.	paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.					paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.
(3) Operating lease costs are primarily for railcars and office space.	(3) Operating lease costs are primarily for railcars and office space.					(3) Operating lease costs are primarily for railcars and office space.
(4) Purchase contracts represent index-priced and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.	(4) Purchase contracts represent index-priced and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.					(4) Purchase contracts represent index-priced and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.
(5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.	(5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.					(5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.

We are exposed to various market risks, including changes in commodity prices and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. In the ordinary course of business, we enter into various types of transactions involving financial instruments to manage and reduce the impact of changes in commodity prices and interest rates. At this time, we ~~do not expect to have exposure to foreign currency risk as we expect to~~ conduct all of our business in U.S. ~~dollars.~~dollars and do not expect to have any exposure to foreign currency risk.

We are exposed to market risk ~~from~~through changes in interest rates. Exposure to interest rate risk results primarily from holding term and revolving loans ~~that bear~~which have variable interest rates. ~~Specifically,~~At September 30, 2015, we had ~~$652.4~~$647.6 million ~~outstanding~~ in debt, ~~as of June 30, 2015, $521.4~~$515.9 million of which ~~is variable-rate in nature.~~had variable interest rates. Interest rates on our variable-rate debt ~~are determined~~is based ~~upon~~on the market ~~interest~~ rate ~~of either~~for the lender’s prime rate or ~~LIBOR, as applicable.~~LIBOR. A 10% change in interest rates would affect our interest cost ~~on such debt~~in aggregate by approximately ~~$2.8~~$2.7 million per ~~year in the aggregate.~~year. Other details ofabout our ~~outstanding~~ debt are discussed in the notes to the consolidated financial statements included as a part of this report.

We produce ethanol, distillers grains and corn oil from ~~corn and~~corn; therefore, our business is highly sensitive to ~~changes in~~ the prices ~~of each~~ of these commodities. The price of corn is subject to fluctuations due to unpredictable factors such as ~~weather;~~weather, corn planted and harvested ~~acreage;~~acreage, changes in national and global supply and ~~demand;~~demand, and government programs and policies. We use natural gas in the ethanol production process, ~~and, as a result,~~which makes our business ~~is also~~ sensitive to ~~changes in~~ the price of natural gas. ~~The price of natural~~Natural gas isprices are influenced by ~~such~~ weather, ~~factors as~~including extreme heat or cold in the summer and winter or ~~other natural events like~~ hurricanes in the spring, summer and fall. Other ~~natural gas price~~ factors include North American exploration and production and the amount of natural gas in underground storage during ~~both the~~ injection and withdrawal seasons. Ethanol prices are sensitive to world ~~crude-oil~~crude oil supply and ~~demand; crude-oil~~demand, refining capacity and ~~utilization;~~utilization, government ~~regulation;~~regulation and consumer demand for alternative fuels. Distillers grains prices are sensitive to various ~~demand~~ factors, such as livestock numbers ~~of livestock~~ on feed, prices for feed alternatives, ~~and~~ supply, ~~factors,~~which is primarily ~~production by~~related to ethanol ~~plants and other sources.~~plant production.

We ~~attempt~~employ a variety of risk management and economic hedging strategies to reduce the market risk associated with fluctuations in the price of corn, natural gas, ethanol, distillers grains and corn ~~oil by employing a variety of risk management and economic hedging strategies.~~oil. Strategies include the use of forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade and the New York Mercantile Exchange.

We focus on locking in favorable operating margins based on a model that continually monitors market prices offor corn, natural gas and other ~~input costs against prices~~inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using a combination of forward fixed-price ~~physical~~ purchases and sales contracts and derivative financial instruments. As a result, ~~of this approach,~~ we frequently have gains on derivative financial instruments that are ~~conversely~~ offset by losses on forward fixed-price physical contracts or inventories and vice versa. In our ethanol production segment, gains and losses on derivative financial instruments are recognized each period in operating results while corresponding gains and losses on physical contracts are ~~generally~~ designated as normal purchase or ~~normal~~ sale contracts and are not recognized until quantities are delivered or ~~utilized~~used in production. For cash flow hedges, ~~any~~ ineffectiveness is recognized in the current period results, while other unrealized gains and losses are deferred in accumulated other comprehensive income until gains and losses from the underlying hedged transaction are realized. ~~In the event that~~When it becomes probable ~~that~~ a forecasted transaction will not occur, ~~we would discontinue~~the cash flow hedge treatment is discontinued, which ~~would affect~~affects earnings. During the three and ~~six~~nine months ended ~~June~~September 30, 2015, revenues included net losses of ~~$4.6~~$8.5 million and ~~net gains of $3.5~~$5.0 million, respectively, and cost of goods sold included net ~~losses~~gains of ~~$17.8~~$22.3 million and ~~$20.6~~$1.8 million, respectively, from derivative financial instruments. ~~To the extent net~~Net gains or losses from settled derivative instruments ~~are~~ related to ~~hedging~~ current period production ~~they~~hedges are ~~generally~~ offset by physical commodity purchases or sales ~~resulting in the realization of~~to achieve the intended operating margins. ~~However, our~~Our results of operations are impacted when there is a mismatch of gains or losses associated with the change in fair value of derivative instruments ~~at the~~during a reporting period when the physical commodity purchase or sale has not yet ~~occurred since they are designated as a normal purchase or normal sale.~~occurred.

In our agribusiness segment, inventory positions, physical purchase and sale contracts and financial derivatives are marked to market with gains and losses included in results of operations. The market value of derivative financial instruments, such as exchange-traded futures and options, ~~has a high, but not perfect, correlation to~~are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts.

A sensitivity analysis ~~has been prepared~~is used to estimate our ethanol production segment exposure to ethanol, corn, distillers grains, corn oil and natural gas price risk. Market risk related to these factors is estimated asto be the potential change in net income resulting from a hypothetical 10% ~~changes~~change in ~~prices of~~price from our expected corn and natural gas requirements, and ethanol and distillers grains output for ~~a one-year period~~the next 12 months starting from ~~June~~September 30, 2015. This analysis includes the impact of risk management activities that result from our ~~use of~~ fixed-price purchase and sale contracts and derivatives. The results of ~~this~~our analysis, which may differ from actual results, are as follows (in thousands):

(1) Estimated volumes reflect anticipated expansion of production capacity at our ethanol plants and assumes production at full capacity.

A sensitivity analysis has been prepared to estimate our corn oil production segment exposure to corn oil price risk. Market risk related to these factors is estimated as the potential change in net income resulting from hypothetical 10% changes in prices of our expected corn oil output for a one-year period from June 30, 2015. This analysis includes the impact of risk management activities that result from our use of fixed-price sale contracts. Market risk at June 30, 2015, based on the estimated net income effect resulting from a hypothetical 10% change in such prices, was approximately $3.5 million.

The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, foreign and domestic government farm programs and policies, changes in global demand created by population changes and changes in standards of living and global production of similar and competitive crops. To reduce price risk caused by market fluctuations infor purchase and sale commitments ~~for~~of grain and cattle, as well as grain held in inventory, we enter into exchange-traded futures and options contracts that ~~function~~serve as economic hedges. The market value of exchange-traded futures and options used for hedging ~~has a high, but not perfect correlation, to~~are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain and cattle. The less correlated portion of inventory and purchase and sale contract market value, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. In addition, inventory values are affected by the month-to-month spread ~~relationships~~ in the regulated futures markets assince we carry inventories over time. These spread relationships are also less volatile than ~~the~~ overall market value and tend to follow historical patterns, but ~~also represent a risk that~~ cannot be ~~directly mitigated.~~mitigated directly. Our accounting policy for ~~our~~ futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to mark them to the market and include the gains and losses in the consolidated statement of operations.

A sensitivity analysis has been prepared to estimate agribusiness segment exposure to market risk of our commodity position ~~(exclusive~~exclusive of basis ~~risk).~~risk. Our daily net commodity position consists of inventories related to purchase and sale contracts and exchange-traded contracts. The fair value of our position, which is ~~a summation~~the sum of the fair values ~~calculated~~ for each commodity by valuing each net position at quoted futures market prices, is approximately ~~$5.9~~$0.6 million and ~~$34.2~~$16.4 million for grain and cattle, respectively, at ~~June~~September 30, 2015. Market risk at that date, based on the estimated net income effect resulting from a hypothetical 10% change, ~~in such prices,~~ was approximately ~~$0.4 million~~$52 thousand and ~~$2.1~~$1.4 million for grain and cattle, respectively.

We maintain disclosure controls and procedures ~~that are~~ designed to ensure information that ~~information required to~~must be disclosed in the reports ~~that~~ we file or submit under the Securities Exchange Act of 1934, or 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 our management, including our ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer,~~chief financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision of and with the participation of our ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer,~~chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, ~~(as~~as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.Act. Based ~~upon~~on that evaluation, our management, including our ~~Chief Executive Officer~~chief executive officer and ~~the Chief Financial Officer,~~chief financial officer, concluded that our disclosure controls and procedures were effective.

Our management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and ~~the~~ preparation of our consolidated financial statements for external purposes in accordance with ~~U.S. generally accepted accounting principles. There were no material~~GAAP. During the three months ended September 30, 2015, the partnership completed its IPO, resulting in significant process changes and, therefore, changes in internal control over financial reporting. As discussed in Note 2 – Green Plains Partners LP to the consolidated financial statements, the partnership has implemented various commercial agreements resulting in new revenue streams and complied with various provisions of the partnership agreement, including, but not limited to, distributions of available cash, operating and capital surplus, capital expenditures and subordinated unit terms. Additionally, completion of the IPO resulted in changes to internal control over financial reporting related to computation of amounts attributable to noncontrolling interests. We have not identified any other changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, 2014, and in this quarterly report on Form 10-Q, including the risk factors discussion in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in this report, including “Cautionary Information Regarding Forward-Looking Statements,” which is included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors should also carefully consider the discussion of risks with the ~~Partnership~~partnership under the heading “Risk Factors” and other information in the Prospectus of the ~~Partnership~~partnership dated June 25, 2015. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. The following risk factors supplement and/or update risk factors previously disclosed and should be considered in conjunction with the other information included in, or incorporated by reference in, this quarterly report on Form 10-Q.

Railcars used to transport ethanol and other fuels may need to be retrofitted or replaced to meet new rail safety standards.

The U.S. ethanol industry has long relied on railroads to deliver its product to market. ~~The Partnership~~Green Plains Partners has approximately 2,200 leased tanker railcars. On May 1, 2015, the U.S. Department of Transportation, or DOT, through its Pipeline and Hazardous Materials Safety Administration and Federal Railroad Administration, and in coordination with Transport Canada, announced the final rule, “Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains.” The rule calls for an enhanced tank car standard known as the DOT specification 117, or DOT-117 tank car, and establishes a schedule ~~for retrofitting~~to retrofit or ~~replacing~~replace older tank cars carrying crude oil and ethanol. The rule also establishes new braking standards ~~that are~~ intended to reduce the severity of accidents and ~~the so-called~~ “pile-up effect.” ~~Under prescribed circumstances, new~~New operational protocols ~~apply including~~are also applicable, which include reduced speed, routing requirements and local government notifications. In addition, companies that ~~offer~~transport hazardous ~~material for transportation~~materials must develop more accurate classification protocols. These regulations will result in upgrades or replacements of our railcars and may have an adverse effect on our operations as lease costs for railcars may increase and we agreed under the rail transportation services agreement with the ~~Partnership~~partnership to reimburse the ~~Partnership~~partnership for any such ~~costs of retrofit.~~costs. Additionally, existing railcars could be out of service for a period of time while ~~such~~these upgrades are made, tightening the supply in an industry that is highly dependent on ~~such~~ railcars to transport its product.

We depend upon the ~~Partnership~~partnership for a substantial portion of our ~~ethanol and~~ fuel storage ~~terminal~~ and transportation service needs and have obligations for minimum volume commitments in long-term, fee-based commercial agreements with our subsidiaries. These commercial agreements have an initial term ranging from one year to ten years and our storage and throughput agreement and certain of our ~~terminaling~~terminal services agreements with the ~~Partnership~~partnership include minimum quarterly volume commitments and inflation escalators. If we fail to meet the minimum volume commitment during any calendar quarter, we ~~will be~~are required to make a ~~shortfall~~shortfall payment quarterly to the ~~Partnership~~partnership equal to the volume of the shortfall, multiplied by the applicable fee.

The ~~Partnership’s~~partnership’s operations are subject to all of the risks and operational hazards inherent in the operation of ~~ethanol~~fuel storage and transportation assets, ~~and ethanol transportation,~~ including: damages to its storage facilities, ~~fuel terminal facilities and~~ railcars and surrounding properties caused by floods, fires, severe weather, explosions, ~~and~~ other natural disasters and acts of terrorism; mechanical or structural failures at the ~~Partnership’s~~partnership’s facilities or at third-party facilities onat which its operations are dependent; curtailments of operations relative to severe seasonal weather; inadvertent damage to our facilities from construction, farm and utility equipment; and other hazards. Any of these events or factors could result in severe damage or destruction to the ~~Partnership’s~~partnership’s assets or the temporary or permanent shut-down of the ~~Partnership’s~~partnership’s facilities. If the ~~Partnership~~partnership is unable to serve our storage and transportation needs, our ability to operate our business could be adversely impacted, which could adversely affect our financial condition and results of operations.

In addition, we own 4,389,642 common units and 15,889,642 subordinated units, representing an aggregate 62.5% limited partner interest, and a 2%2.0% general partner interest in the ~~Partnership.~~partnership. The inability of the ~~Partnership~~partnership to continue operations, perform under its commercial arrangements with our subsidiaries or the occurrence of any of these risks or operational hazards, could also adversely impact the value of our investment in the ~~Partnership~~partnership and, because the ~~Partnership~~partnership is a consolidated entity, our business, financial condition and results of operations.

The ~~Partnership~~partnership may not have sufficient available cash to pay any quarterly distribution on its units.

The ~~Partnership~~partnership may not have sufficient available cash from operating surplus each quarter to enable it to pay the minimum quarterly distribution. The amount of cash it can distribute on its units principally depends upon the amount of cash generated from its operations, which will fluctuate from quarter to quarter based on, among other things: the volume of ethanol and other fuels the ~~Partnership~~partnership handles; the fees with respect to the volumes and capacity ~~that~~ the ~~Partnership~~partnership handles; the ~~Partnership’s~~partnership’s entitlement to payments associated with the minimum commitments under the ~~Partnership’s~~partnership’s commercial agreements with our subsidiaries; timely payments under the commercial agreement by our subsidiaries and other third parties; and prevailing economic conditions. In addition, the actual amount of cash the ~~Partnership~~partnership will have available for distribution will depend on other factors, some of which are beyond its control, including: the amount of the ~~Partnership’s~~partnership’s operating expenses and general and administrative expenses, including reimbursements to us ~~in respect of~~for those expenses; the level of capital expenditures the ~~Partnership~~partnership makes; the cost of acquisitions and organic growth projects, if any; the ~~Partnership’s~~partnership’s debt service requirements and other liabilities; fluctuations in the ~~Partnership’s~~partnership’s working capital needs; the ~~Partnership’s~~partnership’s ability to borrow funds and access capital markets; restrictions in the ~~Partnership’s~~partnership’s new revolving credit facility and other debt service requirements; the amount of cash reserves established by us; and other business risks affecting our cash levels.

In addition, if the ~~Partnership~~partnership issues additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that the ~~Partnership~~partnership will be unable to maintain or increase its per unit distribution level. There are no limitations in the partnership agreement of the ~~Partnership~~partnership on its ability to issue additional units, including units ranking senior to the outstanding units. The incurrence of additional borrowings or other debt to finance the ~~Partnership’s~~partnership’s growth strategy would result in increased interest expense, which, in turn, may impact the cash that it has available to distribute to its unitholders, including us.

Increases in interest rates could adversely impact the price of the units, the ~~Partnership’s~~partnership’s ability to issue equity or incur debt to expand or other purposes and its ability to make cash distributions at its intended levels.

The ~~Partnership~~partnership has exposure to increases in interest rates. Borrowings under the ~~Partnership’s~~partnership’s new revolving credit facility ~~bear~~bears interest at LIBOR plus an applicable margin. As a result, if the ~~Partnership~~partnership makes any borrowings in the future, its financial condition, results of operations, cash flows and ability to make distributions to its unitholders, including us, could be adversely affected by significant increases in interest rates.

As with other yield-oriented securities, the ~~Partnership’s~~partnership’s unit price is impacted by the level of its cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in the ~~Partnership,~~partnership, and a rising interest rate environment could have an adverse impact on the price of the units, the ~~Partnership’s~~partnership’s ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at intended levels, which could adversely impact the value of our investment in the ~~Partnership.~~partnership.

We will be required to pay taxes on our share of taxable income from the ~~Partnership,~~partnership, regardless of the amount of cash distributions we receive from the ~~Partnership.~~partnership.

The unitholders of the ~~Partnership,~~partnership, including us, generally have to include, for purposes of calculating their U.S. federal, state and local income taxes, their share of any taxable income of the ~~Partnership,~~partnership, regardless of whether such unitholders receive cash distributions from the ~~Partnership.~~partnership. We ultimately may not receive cash distributions from the ~~Partnership~~partnership equal to our share of the taxable income of the ~~Partnership~~partnership or even equal to the actual tax due with respect to that income.

We will incur increased costs as a result of owning and operating a ~~publicly-traded~~publicly traded partnership.

As a result of owning and operating the ~~Partnership,~~partnership, we will incur significant legal, accounting and other expenses, in addition to those we already separately incur as a ~~publicly-traded~~publicly traded company. We expect to have increased legal and financial compliance costs as a result of complying with SEC and NASDAQ requirements. For example, within one year of its initial listing on NASDAQ, the ~~Partnership~~partnership is required to have at least three independent directors, create an audit committee and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on

internal controls over financial reporting. In addition, we will incur additional costs associated with officer liability insurance under a separate policy from our corporate director and officer insurance. We have estimated $2.0 million of annual incremental costs associated with the ~~Partnership~~partnership being a ~~publicly-traded~~publicly traded partnership. However, it is possible that the actual incremental costs of being a ~~publicly-traded~~publicly traded partnership will be higher than currently estimated.

All of the executive officers and a majority of the initial directors of the ~~Partnership~~partnership are also officers of Green Plains Inc. Conflicts of interest could arise as a result of this arrangement.

We indirectly own and control the ~~Partnership,~~partnership, and appoint all of its officers and directors. All of the executive officers and a majority of the initial directors of the ~~Partnership~~partnership are also our officers or a director. These individuals will devote significant time to the business of the ~~Partnership.~~partnership. Although our directors and officers have a fiduciary duty to manage us in a manner that is beneficial to us, as directors and officers of the ~~Partnership,~~partnership, they also have certain duties to the ~~Partnership~~partnership and its unitholders. Conflicts of interest may arise between us and our affiliates, on the one hand, and the ~~Partnership~~partnership and its unitholders, on the other hand. In resolving these conflicts of interest, the ~~Partnership~~partnership may favor its own interests over our interests. In certain circumstances, the ~~Partnership~~partnership may refer any conflicts of interest or potential conflicts of interest between itself, on the one hand, and us, on the other hand, to its conflicts committee (which must consist entirely of independent directors) for resolution, which conflicts committee must act in the best interests of the public unitholders of the ~~Partnership.~~partnership. As a result, the ~~Partnership~~partnership may manage its business in a way that may differ from the best interests of us or our stockholders.

If the ~~Partnership~~partnership was ~~to be~~ treated as a corporation rather than as a partnership for U.S. federal income tax purposes or if the ~~Partnership~~partnership was otherwise subject to entity-level taxation, the ~~Partnership’s~~partnership’s cash available for distribution to its unitholders, including us, would be reduced, likely causing a substantial reduction in the value of units, including the units held by us.

The present U.S. federal income tax treatment of ~~publicly-traded~~publicly traded partnerships, including the ~~Partnership,~~partnership, or an investment in its units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. For example, from time to time, members of Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect ~~publicly-traded~~publicly traded partnerships. One such legislative proposal would have eliminated the qualifying income exception to the treatment of all ~~publicly-traded~~publicly traded partnerships upon which the ~~Partnership~~partnership relies for its treatment as a partnership for U.S. federal income tax purposes. If such exemption were eliminated, the ~~Partnership~~partnership would be treated as a corporation for U.S. federal income tax purposes, ~~it would~~ pay U.S. federal income tax on all of its taxable income at the corporate tax rate, which is currently a maximum of 35%, ~~it would~~ likely pay additional state and local income taxes at varying rates, and distributions to its unitholders, including us, would generally be taxed as corporate distributions.

~~If the Partnership was to be treated as a corporation rather than as a partnership for U.S. federal income tax purposes or if it was otherwise subject to entity-level taxation,~~ In addition, its cash available for distribution to unitholders, including us, and the value of the units, including the units held by us, could be substantially reduced.

Employees surrender shares ~~upon the vesting of~~when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations.

The following table ~~sets forth~~lists the shares that were surrendered ~~by month~~ during the ~~second~~third quarter of 2015.

In August 2014, we announced a share repurchase program of up to $100 million of our common stock. Under the ~~share repurchase~~ program, we may repurchase shares ~~from time to time~~ in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions ~~will be~~are determined by our management based on ~~its evaluation of~~ market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. No

The following table lists the shares ~~have been~~ repurchased ~~pursuant to this~~under the share repurchase ~~program.~~program during the third quarter of 2015.



Exhibit No.	Description of Exhibit
~~10.1(a)~~	First Amendment to Term Loan Agreement, dated as of June 11, 2015, among Green Plains Processing as Borrower, the Lenders Party Hereto, BNP Paribas, as Administrative Agent and as Collateral Agent, and BMO Capital Markets and BNP Paribas Securities Corp., as Joint Lead Arrangers and Joint Book Runners (Incorporated by reference to Exhibit 10.1 ~~to the Company’s Current Report on Form 8-K dated June 16, 2015)~~
~~10.1(b)~~	Second Amendment to Term Loan Agreement, dated as of June 11, 2015, by and between Green Plains Processing, BNP Paribas, as Administrative Agent and Collateral Agent and as a Lender (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(c)~~	~~Joinder Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 16, 2015)~~
~~10.1(d)~~	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Fairmont LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(e)~~	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Holdings II LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(f)~~	Mortgage by and from Green Plains Holdings II LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated June 16, 2015)

~~10.1(g)~~	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by and from Green Plains Obion LLC, as trustor, to the trustee named therein for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(h)~~	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Superior LLC, as mortgagor, to and for the benefit of BNP Paribas(Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(i)~~	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by and from Green Plains Wood River LLC, as trustor, to the trustee named therein for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(j)~~	Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Otter Tail LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(k)~~	Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Bluffton LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(l)~~	Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by and from Green Plains Atkinson LLC, as trustor, to the trustee named therein for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(m)~~	Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by and from Green Plains Central City LLC, as trustor, to the trustee named therein for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(n)~~	Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by and from Green Plains Ord LLC, as trustor, to the trustee named therein for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.1(o)~~	Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement by Green Plains Shenandoah LLC, as mortgagor, to and for the benefit of BNP Paribas (Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K dated June 16, 2015)
~~10.2~~	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 by reference to Exhibit 10.1 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)
~~10.3~~10.2	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 by reference to Exhibit 10.2 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)
~~10.4~~10.3	Operational Services and Secondment Agreement, dated July 1, 2015, by and between Green Plains Inc. and Green Plains Holdings LLC (Incorporated by reference to Exhibit 10.3 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)
~~10.5~~10.4	Rail Transportation Services Agreement, dated July 1, 2015, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (Incorporated by reference to Exhibit 10.4 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)
~~10.6~~10.5	Ethanol Storage and Throughput Agreement, dated July 1, 2015, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (Incorporated by reference to Exhibit 10.5 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)
~~10.7~~10.6	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 by reference to Exhibit 10.6 to the ~~Company’s~~company’s Current Report on Form 8-K dated July 6, 2015)

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following information from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~September 30, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements

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


Iowa	84-1652107
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

450 Regency Parkway, Suite 400, Omaha, NE 68114	(402) 884-8700
(Address of principal executive offices, including zip code)	(Registrant’s telephone number, including area code)



Continued from the previous page
	Six Months Ended June 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Supplemental disclosures of cash flow:
Supplemental disclosures of cash flow
Cash paid for income taxes	$	4,552	$	7,790	$	43,347	$	42,503
Cash paid for interest	$	19,114	$	18,117	$	27,248	$	26,134

Supplemental investing and financing activities:
Supplemental investing and financing activities
Assets acquired in acquisitions and mergers	$	-	$	25,611	$	-	$	25,611
Less: liabilities assumed		-		(1,711)		-		(1,711)
Net assets acquired	$	-	$	23,900	$	-	$	23,900

Common stock issued for conversion of 5.75% Notes	$	-	$	89,950
Common stock issued for conversion of 5.75% notes					$	-	$	89,950



	June 30,		December 31,		September 30,		December 31,
	2015		2014		2015		2014

Total assets:
Total assets (1):
Ethanol production	$	875,086	$	983,289	$	866,871	$	991,260
Corn oil production		31,990		31,405
Agribusiness		230,037		234,626		238,611		234,626
Marketing and distribution		264,795		305,675		259,342		259,246
Partnership						77,630		76,762
Corporate assets		334,207		290,123		445,938		290,123
Intersegment eliminations		(9,887)		(16,561)		(7,523)		(23,460)
	$	1,726,228	$	1,828,557	$	1,880,869	$	1,828,557



	June 30,		December 31,		September 30,		December 31,
	2015		2014		2015		2014

Finished goods	$	43,820	$	34,639	$	51,953	$	34,639
Grain held for sale		6,653		23,027		5,401		23,027
Raw materials		39,000		78,095		94,129		78,095
Work-in-process		104,719		100,221		88,348		100,221
Supplies and parts		21,655		18,985		23,181		18,985
	$	215,847	$	254,967	$	263,012	$	254,967



Gains (Losses) on Derivative Instruments Not	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Designated in a Hedging Relationship	2015		2014		2015		2014		2015		2014		2015		2014

Revenues	$	3,617	$	(4,884)	$	(166)	$	13,366	$	(9,431)	$	11,627	$	(9,597)	$	24,992
Cost of goods sold		(11,233)		3,560		(18,209)		2,398		20,992		419		2,783		2,817
Net increase (decrease) recognized in earnings before tax	$	(7,616)	$	(1,324)	$	(18,375)	$	15,764	$	11,561	$	12,046	$	(6,814)	$	27,809



Gains (Losses) Due to Ineffectiveness	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
of Cash Flow Hedges	2015		2014		2015		2014		2015		2014		2015		2014

Revenues	$	(28)	$	264	$	(59)	$	(82)	$	14	$	(196)	$	(45)	$	(278)
Cost of goods sold		494		(1,610)		23		(750)		(23)		1,095		-		345
Net increase (decrease) recognized in earnings before tax	$	466	$	(1,346)	$	(36)	$	(832)	$	(9)	$	899	$	(45)	$	67



Gains (Losses) from Fair Value	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Hedges of Inventory	2015		2014		2015		2014		2015		2014		2015		2014

Cost of goods sold (effect of change in inventory value)	$	(1,002)	$	(693)	$	(2,370)	$	2,453	$	376	$	(611)	$	(1,994)	$	1,842
Cost of goods sold (effect of fair value hedge)		817		729		3,900		(2,049)		842		715		4,742		(1,257)
Ineffectiveness recognized in earnings before tax	$	(185)	$	36	$	1,530	$	404	$	1,218	$	104	$	2,748	$	585



	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2014	339,750	$	10.82	3.1	$	4,763
Granted	-		-	-		-
Exercised	(41,000)		18.24	-		363
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at September 30, 2015	298,750	$	9.81	2.7	$	2,811
Exercisable at September 30, 2015 (1)	298,750	$	9.81	2.7	$	2,811



	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, 2014	678,504	$	16.18
Granted	483,289		26.94
Forfeited	(5,116)		21.38
Vested	(418,460)		16.58
Non-Vested at September 30, 2015	738,217	$	22.96	2.0



Year Ending December 31,	Amount		Amount

2015	$	15,381	$	7,850
2016		27,008		27,315
2017		16,961		16,897
2018		13,880		13,828
2019		10,033		9,912
Thereafter		8,928		8,930
Total	$	92,191	$	84,732



Commodity	Estimated Total Volume Requirements for the Next 12 Months (1)	Unit of Measure	Net Income Effect of Approximate 10% Change in Price		Estimated Total Volume Requirements for the Next 12 Months (1)	Unit of Measure	Net Income Effect of Approximate 10% Change in Price

Ethanol	1,076,000	Gallons	$	98,840	1,082,000	Gallons	$	140,216
Corn	380,000	Bushels	$	97,049	382,000	Bushels	$	133,706
Distillers grains	3,040	Tons (2)	$	20,953	3,056	Tons (2)	$	24,890
Corn Oil					266,000	Pounds	$	5,039
Natural gas	30,174	mmBTU (3)	$	4,855	30,358	mmBTU (3)	$	6,059



Month	Total Number of Shares Withheld		Average Price Paid Per Share

April	283	$	31.14
May	5,921		30.81
June	-		-
Total	6,204	$	30.83



Month	Total Number of Shares Withheld for Employee Awards	Average Price Paid per Share

July 1 - July 31	51	$	25.03
August 1 - August 31	14,875		23.42
September 1 - September 30	486		20.49
Total	15,412	$	23.33



Month	Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Repurchase Program	Approximate Dollar Value of Shares that may yet be Repurchased under the Program (in thousands)

July 1 - July 31	-	$	-	-	$	100,000
August 1 - August 31	-		-	-		100,000
September 1 - September 30	191,700		20.86	191,700		95,997
Total	191,700	$	20.86	191,700	$	95,997



Date: ~~July 31,~~November 5, 2015	GREEN PLAINS INC. (Registrant) By: /s/ Todd A. Becker _ Todd A. Becker President and Chief Executive Officer (Principal Executive Officer)
Date: ~~July 31,~~November 5, 2015	By: /s/ Jerry L. Peters _ Jerry L. Peters Chief Financial Officer (Principal Financial Officer)