TWENTY-THIRD ANNUAL MEETING

NORTH PARK PAVILION – GIBSON CITY, ILLINOIS

TUESDAY, AUGUST 19, 2014 – MEETING AT 5:00 PM

AGENDA

CALL TO ORDER…………………………………………………………………………. CURT MEINER

INVOCATION……………………………………………………….PASTOR STEPHEN GOODWIN

MEETING NOTICE & CERTIFICATION OF QUORUM……………….. DENNIS HELMERS

INTRODUCTION OF DIRECTORS………………………………………………….. CURT MEINER

FINANCIAL REPORT…………………………………………………………………. JOE THOMPSON

MANAGER’S REPORT………………………………………………………………. JOE THOMPSON

ELECTION RESULTS, CHAIR OF NOMINATIONS……………………………….. JERRY OYER

OTHER BUSINESS………………………………………………………………………… CURT MEINER

DOOR PRIZES………………………………………………………………………………. CURT MEINER

ADJOURNMENT………………………………………………………………………….. CURT MEINER

DINNER………………………………………………………………………………………. .BERNARDI’S II

BOARD OF DIRECTORS

CURT MEINER – PRESIDENT

DISTRICT 8, COLFAX

22 YEARS

WAYNE MORRISON – VICE PRESIDENT

DISTRICT 10, PIPER CITY

27 YEARS

DENNIS HELMERS – SECRETARY

DISTRICT 9, CROPSEY

24 YEARS

DOUG BRUCKER – TREASURER

DISTRICT 4, SIBLEY

17 YEARS

BOB PROVIN – DIRECTOR RODNEY LANDAU - DIRECTOR

DISTRICT 1, GIBSON CITY DISTRICT 5, ANCHOR

31 YEARS 5 YEARS

RICK YOUNG – DIRECTOR PHILLIP MORITZ - DIRECTOR

DISTRICT 2, SAYBROOK DISTRICT 6, BUCKINGHAM

17 YEARS 7 YEARS

DAVID BUTLER – DIRECTOR JOHN HARRIS - DIRECTOR

DISTRICT 3, ARROWSMITH DISTRICT 7, COLFAX

4 YEARS 3 YEARS

MARK KERBER – DIRECTOR

DISTRICT 10, CHATSWORTH

22 YEARS

ABOUT US

Established in 1991, Alliance Grain Co. is a farmer owned elevator system that includes thirteen elevators throughout East Central Illinois. Alliance Grain has operations in Anchor, Bellflower, Cabery, Campus, Charlotte, Colfax, Cropsey, Cullom, Gibson City (West & Middle), Melvin, Saybrook and Sibley. Eight of these elevators are rail load-out accessible via the Bloomer Line Railroad. Approximately 24 million bushels of grain can be stored at the thirteen locations.

On a daily basis, the services of Alliance Grain include grain storage, marketing assistance and off-farm hauling, to name a few, all at competitive prices. Being farmer-owned has helped us visualize all aspects of agricultural production. Shareholders (producers) elect board members from 10 districts. These 11 board members, with one at large, discuss the operations of the elevator and represent their district.

* September 1991 – Alliance Grain Co. is formed with a consolidation vote from the shareholders of Anchor Grain Co. and the Farmers Grain of Gibson City.

* April 1992 – Foosland Grain is acquired by contract with facilities at Foosland and Bellflower.

* August 1994 – Farmers Grain of Charlotte and shareholders voted to merge with Alliance Grain Co.

* September 1997 – The Cullom elevator is acquired from Tri-Central Coop.

* July 2002 – The shareholders of Sibley Grain Co. voted to merge with Alliance Grain Co.

* September 2002 – Alliance Grain Co. purchased the Hamilton Elevator, with facilities in Campus, Cabery and Sunbury. Sunbury was later sold.

* June 2006 – Alliance Grain Co. purchased Ford Grain of Melvin to be the 13th Alliance location.

BALANCE SHEET

as of May 31, 2014

ASSETS

CURRENT ASSETS

Cash and Short Term Investments 114,046

Receivables 6,323,073

Inventories 29,814,898

Prepaid Expenses 134,275

TOTAL CURRENT ASSETS $ 36,386,292

NON-CURRENT ASSETS

Investments in other Cooperatives 4,385,719

Notes Receivable 1,500,000

Property, Plant & Equipment 24,617,596

______

TOTAL NON-CURRENT ASSETS $ 30,503,315

TOTAL ASSETS $ 66,889,607

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES

Grain Payables 17,729,901

Other Payables 4,916,459

Notes Payable – Current 4,181,894

______

TOTAL CURRENT LIABILITIES$ 26,828,254

LONG-TERM LIABILITIES

Long-Term Notes Payable 8,439,200

Other Deferred Payables 3,046,543

TOTAL LONG-TERM LIABILITIES$ 11,485,743

STOCKHOLDERS EQUITY

Capital Stock & Credits 6,970,933

Retained Income 21,604,677

TOTAL STOCKHOLDERS EQUITY$ 28,575,610

TOTAL LIABILITIES & STOCKHOLDERS EQUITY$ 66,889,607

STATEMENT OF INCOME (LOSS)

12 months ended May 31, 2014

Volume (Bushels Sold) 55,831,372 BU

Sales 344,527,167

Gross Trading Income $ 2,685,209

Service Income

Grain Drying 3,642,027

Grain Storage & PL Charges 2,900,128

Rental Income 53,975

Other Income 186,946

Total Service Income$ 6,783,076

TOTAL GROSS INCOME$ 9,468,285

Operating Expenses

People & Related Expenses 3,558,476

Facility Expenses 6,356,905

Administrative Expenses 679,955

Interest – Seasonal 179,233

Total Operating Expenses$ 10,774,569

NET OPERATING INCOME (LOSS)$ (1,306,284)

Other Income

Gain on Involuntary Conversion 347,270

Income from Other Investments 99,864

Patronage Dividend Income 238,671

Income (Loss) from Subsidiaries 227,933

Total Other Income$ 913,738

Federal and State Tax(Expense)$ 195,791

NET INCOME (LOSS) AFTER TAXES$ (196,755)

STATEMENT OF CHANGES IN FINANCIAL POSITION

12 months ended MAY 31, 2014

SOURCES OF WORKING CAPITAL

Net Income for the Year (196,755)

Add (Deduct) Items Not Affecting Working Capital:

Depreciation & Amortization 3,129,127

Noncash Patronage Refunds Received (59,189)

Deferred Income Taxes (150,062)

Joint Venture (Income) Loss (227,933)

Working Capital Provided From Operations$ 2,495,188

Decrease in Long-Term Notes Receivable 250,000

Stock Redemptions 5,038

TOTAL SOURCES$ 2,750,226

USES OF WORKING CAPITAL

Purchase of Property, Plant & Equipment 3,011,029

Retirement of Capital Stock 107,532

Retirement of Long-Term Debt 1,205,600

TOTAL USES$ 4,324,161

INCREASE (DECREASE) IN WORKING CAPITAL (1,573,935)

WORKING CAPITAL – Beginning of Year 11,131,973

ENDING WORKING CAPITAL$ 9,558,038

This report is a condensation of our auditors long form report which is available for your inspection at our

corporateoffice in Gibson City or from any of our Directors. If you have questions about this statement or our

financial condition, any director or the manager would be happy to discuss them with you.

EMPLOYEES

ANCHOR

Teresa Steidinger – Grain Accounting Manager (26 years)

Aimee Nugent – Office Manager (2 years)

Garry Cole – Location Supervisor (35 years)

Jonathan York – Operations Support (4 years)

BELLFLOWER

Chare Robinson – Office Manager (34 years)

Gary Meier – Location Supervisor (3 years)

CABERY

Michael Riedel – Location Supervisor (4 years)

CAMPUS

Christine Graveson – Office Manager (12 years)

Shawn Edwards – Location Supervisor (12 years)

CHARLOTTE

Gloria Hitchens – Office Manager (25 years)

Shane Puls – Operations Support (5 years)

Todd Ashman – Operations Support (2 years)

COLFAX

Marci Beitz – Office Manager (2 years)

Dennis Farney – Location Supervisor (20 years)

Brandon Bose – Operations Support (7 years)

CROPSEY

Jessica McCabe – Office Manager (3 years)

Bill Farmer – Location Supervisor (36 years)

Jordan Kintner – Operations Support (5 years)

EMPLOYEES (Cont.)

CULLOM

Susan Deany – Office Manager (20 years)

Brad Wallrich – Location Supervisor (17 years)

Mike Eimer – Operations Support (4 years)

GIBSON CITY – MIDDLE

Dennis Angus – Location Supervisor (11 years)

Jermaine Mays – Operations Support (1 year)

GIBSON CITY – WEST

Brett Dunn – Location Supervisor (12 years)

Ed Kirkpatrick – Operations Support (4 years)

Sue Ann Harsha – Adminstrative Assistant (22 years)

Joy Boyce – Administrative Assistant (10 years)

Bonnie Voyles – Adminstrative Assistant (5 years)

Angie Beach – Assistant Controller (6 years)

MELVIN

Kevin Redeker – Location Supervisor (8 years)

SAYBROOK

Myron Shelton – Location Supervisor (22 years)

SIBLEY

Bonnie Wurmnest – Office Manager (12 years)

Dan Farmer – Location Supervisor (12 years)

TRANSPORTATION TEAM

Rick Hammond – Truck Driver (41 years)

Roger Ford – Truck Driver (8 years)

Randy York – Truck Driver (4 years)

Kevin Bazzell – Truck Driver (13 years)

EMPLOYEES (Cont.)

ELECTRICAL & MAINTENANCE

Tracy Grider – Electrician (2 years)

Chris Bach – Maintenance Supervisor (8 years)

Nick Bose – Maintenance Support (1 year)

Joe Hayes – Safety Fabrication (2 years)

OTHER

Adam Moritz – Grain Originator (OEE) (4 years)

Jeff Grider – Farmer Marketing/Crop Insurance (4 years)

Matt Dunn – Central Area Support (6 years)

STAFF

Joe Thompson – General Manager (15 years)

Gary Allen – Operations Manager (30 years)

JB Daughenbaugh – Grain Merchandiser (18 years)

Jamie Stein – Assistant Operations Manager (18 years)

BLOOMER LINE

Eric Webb – General Manager (13 years)

Todd Beal – Track Maintenance (29 years)

Mark Swallow- Track Maintenance (6 years)

Paul Jones – Engineer/Conductor (6 years)

Corey Cope – Engineer/Conductor (5 years)

Stewart Stafford – Engineer/Conductor (1 year)

Trevor Smith – Conductor (1 year)

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