Alon USA Energy, Inc. - FORM 10-K

Attached files

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EX-21.1 - SUBSIDIARY LIST - Alon USA Energy, Inc.	alj-ex211_2014xlistofsubsi.htm
EXCEL - IDEA: XBRL DOCUMENT - Alon USA Energy, Inc.	Financial_Report.xls
EX-31.2 - CERTIFICATION - Alon USA Energy, Inc.	alj-ex312_20141231xq4.htm
EX-32.1 - CERTIFICATION - Alon USA Energy, Inc.	alj-ex321_20141231xq4.htm
EX-23.1 - AUDITOR CONSENT - Alon USA Energy, Inc.	alj-ex231_2014xconsent.htm
EX-31.1 - CERTIFICATION - Alon USA Energy, Inc.	alj-ex311_20141231xq4.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014



o		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE TRANSITION PERIOD FROM __________TO __________

Commission file number: 001-32567

ALON USA ENERGY, INC.

(Exact name of Registrant as specified in its charter)



Delaware (State of incorporation)		74-2966572 (I.R.S. Employer Identification No.)

12700 Park Central Dr., Suite 1600, Dallas, Texas (Address of principal executive offices)		75251 (Zip Code)

Registrant’s telephone number, including area code: (972) 367-3600

Securities registered pursuant to Section 12 (b) of the Act:



Title of each class		Name of each exchange on which registered

Common Stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: Series A Preferred Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

The aggregate market value for the registrant’s common stock held by non-affiliates as of June 30, 2014, the last day of the registrant’s most recently completed second fiscal quarter was $327,903,310.

The number of shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of March 1, 2015, was 69,772,369.

Documents incorporated by reference: Proxy statement of the registrant relating to the registrant’s 2015 annual meeting of stockholders, which is incorporated into Part III of this Form 10-K.

TABLE OF CONTENTS



	Page
PART I
ITEMS 1. AND 2. BUSINESS AND PROPERTIES	2
ITEM 1A. RISK FACTORS	14
ITEM 1B. UNRESOLVED STAFF COMMENTS	23
ITEM 3. LEGAL PROCEEDINGS	23
ITEM 4. MINE SAFETY DISCLOSURES	23
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 6. SELECTED FINANCIAL DATA	27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	55
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	56
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	57
ITEM 9A. CONTROLS AND PROCEDURES	57
ITEM 9B. OTHER INFORMATION	57
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	58
ITEM 11. EXECUTIVE COMPENSATION	58
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	58
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	58
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	58
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	59

PART I

ITEMS 1. AND 2. BUSINESS AND PROPERTIES.

Statements in this Annual Report on Form 10-K, including those in Items 1 and 2, “Business and Properties,” and Item 3, “Legal Proceedings,” that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Forward-Looking Statements” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for a discussion of forward-looking statements and of factors that could cause actual outcomes and results to differ materially from those projected.

Company Overview

In this Annual Report, the words “Alon,” “we,” “our” and “us” refer to Alon USA Energy, Inc. and its consolidated subsidiaries or to Alon USA Energy, Inc. or an individual subsidiary, and not to any other person. Generally, the words “we,” “our” and “us” include Alon USA Partners, LP and its subsidiaries (the “Partnership”) as consolidated subsidiaries of Alon USA Energy, Inc. unless when used in disclosures of transactions or obligations between the Partnership and Alon USA Energy, Inc., or its other subsidiaries.

We are an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. We own 100% of the general partner and 81.6% of the limited partner interests in Alon USA Partners, LP (NYSE: ALDW), which owns a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 barrels per day (“bpd”). In addition, we directly own crude oil refineries in Krotz Springs, Louisiana, with a crude oil throughput capacity of 74,000 bpd and in California with a crude oil throughput capacity of 70,000 bpd. In 2014 and 2013, we did not process crude oil in California. We are a leading marketer of asphalt, which we distribute primarily through asphalt terminals located predominately in the Southwestern and Western United States. We are the largest 7-Eleven licensee in the United States and operate approximately 300 convenience stores in Central and West Texas and New Mexico.

We were incorporated in 2000 under Delaware law. Our principal executive offices are located at 12700 Park Central Drive, Suite 1600, Dallas, Texas 75251, and our telephone number is (972) 367-3600. Our website can be found at www.alonusa.com.

Our stock trades on the New York Stock Exchange under the trading symbol “ALJ.” Until recently, we relied on a “controlled company” exemption from the rules and regulations of the New York Stock Exchange because more than 50% of our common stock was controlled by Alon Israel Oil Company, Ltd. (“Alon Israel”). In February 2015, Alon Israel sold a sufficient number of shares to cause their ownership to fall below 50%. As a result, a majority of our board of directors must be comprised of directors deemed independent by February 2016. Alon Israel, an Israeli limited liability company, is the largest services and trade company in Israel. Alon Israel entered the gasoline marketing and convenience store business in Israel in 1989 and has grown to become a leading marketer of petroleum products and one of the largest operators of retail gasoline and convenience stores in Israel. Alon Israel is a controlling shareholder of Alon Holdings Blue Square-Israel Ltd. (“Blue Square”), a leading retailer in Israel, which is listed on the New York Stock Exchange and the Tel Aviv Stock Exchange, and Blue Square is a controlling shareholder of Dor-Alon Energy in Israel (1988) Ltd. (“Dor-Alon”), a leading Israeli marketer, developer and operator of gas stations and shopping centers, which is listed on the Tel Aviv Stock Exchange.

We file annual, quarterly and current reports and proxy statements, and file or furnish other information, with the Securities Exchange Commission (“SEC”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov. In addition, we make our SEC filings available, free of charge, through our website at http://ir.alonusa.com as soon as reasonably practicable after we file with or furnish such material to the SEC. We will provide copies of our filings free of charge to our stockholders upon request to Alon USA Energy, Inc., Attention: Investor Relations, 12700 Park Central Drive, Suite 1600, Dallas, Texas 75251. We have also made the following documents available through our website:


•	Compensation Committee Charter;


•	Audit Committee Charter;


•	Corporate Governance Guidelines; and


•	Code of Business Conduct and Ethics.

Business

Our presentation of segment data reflects our following three operating segments: (i) refining and marketing, (ii) asphalt and (iii) retail. Additional information regarding our operating segments and properties is presented in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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Refining and Marketing

Our refining and marketing segment includes a sour crude oil refinery located in Big Spring, Texas, a light sweet crude oil refinery located in Krotz Springs, Louisiana and heavy crude oil refineries located in Paramount, Bakersfield and Long Beach, California (“California refineries”). Our California refineries did not process crude oil in 2014 and 2013 due to the high cost of crude oil relative to product yield and low asphalt demand. Our refineries have a combined crude oil throughput capacity of approximately 217,000 bpd. We refine crude oil into petroleum products, including various grades of gasoline, diesel fuel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt, and other petroleum-based products, which are marketed primarily in the South Central, Southwestern and Western United States.

Alon USA Partners, LP (NYSE: ALDW)

Alon owns the Big Spring refinery and wholesale marketing operations through the Partnership. On November 26, 2012, the Partnership completed its initial public offering of 11,500,000 common units representing limited partner interests. As of December 31, 2014, the common units held by the public represent 18.4% of the Partnership’s common units outstanding. We own the remaining 81.6% of the Partnership’s common units and Alon USA Partners GP, LLC (the “General Partner”), our wholly-owned subsidiary, owns 100% of the non-economic general partner interest in the Partnership. The Partnership is consolidated within our refining and marketing segment.

Big Spring Refinery

Our Big Spring refinery has a crude oil throughput capacity of 73,000 bpd and is located on 1,306 acres in the Permian Basin in West Texas. In industry terms, our Big Spring refinery is characterized as a “cracking refinery,” which generally refers to a refinery utilizing vacuum distillation and catalytic cracking processes in addition to basic distillation, naphtha reforming and hydrotreating processes, to produce higher light product yields through the conversion of heavier fuel oils into gasoline, light distillates and intermediate products. Major processing units at our Big Spring refinery include fluid catalytic cracking, naphtha reforming, vacuum distillation, hydrotreating and alkylation units.

Our Big Spring refinery’s complexity allows us the flexibility to process a variety of crudes into higher-value refined products. Our Big Spring refinery has the capability to process substantial volumes of high-sulfur, or sour, crude oils to produce a high percentage of light, high-value refined products. Our refinery is also capable of processing significant volumes of light, sweet crude as market conditions dictate. All of the crude oil processed at our refinery is West Texas crude oil based on Midland pricing, which has typically traded at a discount to Cushing pricing.

Our Big Spring refinery produces ultra-low sulfur gasoline, ultra-low sulfur diesel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt and other petroleum products. This refinery typically converts approximately 90% of its feedstock into finished products such as gasoline, diesel, jet fuel and petrochemicals, with the remaining 10% primarily converted to asphalt and liquefied petroleum gas.

Big Spring Refinery Raw Material Supply

West Texas crudes have typically been transported to Cushing for sale. However, new pipeline takeaway capacity has allowed West Texas crude to also be transported directly to the Texas Gulf Coast. Logistical and infrastructure constraints in the Permian Basin have limited the ability of oil producers to transport their growing production to Cushing or the Gulf Coast. The resulting oversupply of West Texas crudes at Midland has depressed Midland-priced crudes. The Big Spring refinery is the closest refinery to Midland, Texas, which allows us to eliminate the cost of transporting crude supply to and from Cushing. Our close proximity to Midland allows us to source West Texas Sour (“WTS”) and West Texas Intermediate (“WTI”) Midland crudes, both of which traded at a considerable discount to WTI Cushing over the last few years. Additionally, the Big Spring refinery has the ability to source locally-trucked crudes, which enables us to better control quality and to eliminate the cost of transporting the crude supply from Midland. During 2014, our Big Spring refinery’s total refinery throughput was comprised of 46% WTS, 49% WTI Midland and 5% blendstocks.

Our Big Spring refinery receives WTS and WTI crude oil from local gathering systems and regional common carrier pipelines, such as the Mesa Interconnect, Centurion and Navigator pipelines.

Other feedstocks, including butane, isobutane and asphalt blending components, are delivered by truck and railcar. A majority of the natural gas we use to run the refinery is delivered by a pipeline in which we own a 63.0% interest.

J. Aron and Company (“J. Aron”), through arrangements with various oil companies, is currently the largest single crude supplier to our Big Spring refinery.

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Big Spring Refinery Production

Gasoline. We produce various grades of gasoline, ranging from 84 sub-octane regular unleaded to 91 octane premium unleaded. Gasoline produced at the Big Spring refinery complies with the U.S. Environmental Protection Agency’s (“EPA”) current ultra-low sulfur gasoline standard of 30 parts per million (“ppm”).

Distillates. All of the on-road specification diesel fuel we produce complies with the EPA’s ultra-low sulfur diesel standard of 15 ppm. Our jet fuel production conforms to the JP-8 grade military specifications.

Asphalt. Our asphalt facilities are capable of producing up to 30 different product formulations, including both polymer modified asphalt (“PMA”) and ground tire rubber (“GTR”) asphalt. Asphalt produced at the Big Spring refinery is transferred to our asphalt segment at prices substantially determined by reference to the cost of crude oil, which is intended to approximate bulk wholesale market prices.

Petrochemical Feedstocks and Other. We produce propane, propylene, certain aromatics, specialty solvents and benzene for use as petrochemical feedstocks, along with other by-products such as sulfur and carbon black oil. Our Big Spring refinery has a sulfur processing capability of approximately two tons per thousand bpd of crude oil capacity, which is above the average for cracking refineries and aids in our ability to produce low sulfur motor fuels while processing significant amounts of sour crude oil.

Big Spring Refinery Transportation Fuel Marketing

We sell refined products from our Big Spring refinery in both the wholesale rack and bulk markets. Our marketing of transportation fuels produced at our Big Spring refinery is focused on West and Central Texas, Oklahoma, New Mexico and Arizona. We refer to our operations in these regions as our “physically integrated system” because our distributors in this region are supplied primarily with motor fuels produced at our Big Spring refinery and distributed through a network of pipelines and terminals which we either own or have access to through leases or long-term throughput agreements.

Branded Transportation Fuel Marketing. In 2014, we sold 58% of the gasoline and 29% of the diesel produced at our Big Spring refinery on a branded basis. We sell motor fuels under the Alon brand through various terminals to supply 644 locations, including our convenience stores. We provide our branded customers motor fuels, brand support and payment processing services in addition to the license of the Alon brand name and associated trade dress.

Each branded location is required to participate in our Clean Team brand excellence program and utilize our payment card processing services. Under the Clean Team program, each branded location is graded quarterly by a third-party rating agency that specializes in convenience store assessment and reporting. Each location is graded on the physical appearance and condition of the store’s interior and exterior. The inspections also include evaluations of the customer service provided by employees.

In 2014, we sold 470.9 million gallons of branded motor fuel for distribution to our retail convenience stores and other retail distribution outlets. In 2014, approximately 90% of Alon’s branded marketing operations, including retail operations, were supplied by our Big Spring refinery. In 2014, the retail segment’s gasoline and diesel sales represented 27% and 8%, respectively, of our Big Spring refinery’s gasoline and diesel production.

Unbranded Transportation Fuel Marketing. In 2014, we sold 26% of the gasoline and a majority of the diesel produced at our Big Spring refinery on an unbranded basis. Including purchases for resell, in 2014, we sold 347.9 million gallons of gasoline and diesel as unbranded fuels, which were largely sold through our physically integrated system.

Jet Fuel Marketing. We market substantially all the jet fuel produced at our Big Spring refinery as JP-8 grade to the Defense Energy Supply Center (“DESC”). All DESC contracts are for a one-year term and are awarded through a competitive bidding process. We have traditionally bid for contracts to supply Dyess Air Force Base in Abilene, Texas and Sheppard Air Force Base in Wichita Falls, Texas. Jet fuel production in excess of existing contracts is sold through unbranded rack sales.

Product Supply Sales. We sell transportation fuel production in excess of our branded and unbranded marketing needs through bulk sales and exchange channels. These bulk sales and exchange arrangements are entered into with various oil companies and traders and are transported through a product pipeline network or truck deliveries. Our petrochemical feedstock and other petroleum product production is sold to a wide customer base and is transported through truck and railcars.

Distribution Network and Distributor Arrangements. We sell motor fuel to our retail locations and to 25 third-party distributors, who then supply and sell to retail outlets. The supply agreements we maintain with our distributors are generally for three-year terms and usually include 10-day payment terms and contain incentives and penalties based on the consistency of their purchases.

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Alon Brand Licensing. We license the Alon brand and provide payment card processing services, advertising programs and loyalty and other marketing programs to 27 distributors supplying 73 additional stores not tied to a fuel supply agreement. In exchange for licensing fees, we license the Alon brand to distributors supplying geographic areas outside of our physically-integrated system. This licensing program allows us to expand the geographic footprint of the Alon brand, thereby increasing its recognition. Each licensee is also required to participate in our Clean Team brand excellence program and utilize our payment card processing services.

Big Spring Refined Product Pipelines

The product pipelines we utilize to deliver refined products from our Big Spring refinery are linked to the major third-party product pipelines in the geographic area around our Big Spring refinery. These pipelines provide us flexibility to optimize product flows into multiple regional markets. This product pipeline network can also (1) receive additional transportation fuel products from the Gulf Coast through the Delek product terminal and Magellan pipelines, (2) deliver and receive products to and from the Magellan system, our connection to the Group III, or mid-continent markets, and (3) deliver products to the New Mexico and Arizona markets through third-party systems.

Product Terminals

We primarily utilize five product terminals in Big Spring, Abilene, Orla, and Wichita Falls, Texas and Duncan, Oklahoma to market transportation fuels produced at our Big Spring refinery. All five of these terminals are physically integrated with our Big Spring refinery through the product pipelines we utilize. Three of these five terminals, Big Spring, Abilene and Wichita Falls, are equipped with truck loading racks. The other two terminals, Duncan, Oklahoma and Orla, Texas, are used for delivering shipments into third-party pipeline systems. We also have direct access to three other terminals located in El Paso, Texas and Tucson and Phoenix, Arizona.

California Refineries

Our California refineries historically operated as one integrated refinery. The California refineries have a throughput capacity of 70,000 bpd. However, due to the high cost of crude oil relative to product yield and low asphalt demand, we did not process crude oil in 2014 and 2013 and ran at low throughput rates during 2012.

The Paramount refinery is located on 63 acres in Paramount, California. Our Paramount refinery has the capability to produce gasoline, distillates, vacuum gas oil and asphalt.

The Long Beach refinery is located on 19 acres in Long Beach, California. The Long Beach refinery has the capability to produce vacuum gas oil and asphalt.

The Bakersfield refinery is located on approximately 600 acres in Bakersfield, California. The Bakersfield refinery has the capability to produce gasoline, distillates, vacuum gas oil and asphalt.

In the third quarter of 2014, we received a permit to construct a new 140,000 bpd rail unloading facility at the Bakersfield refinery and to modify the refinery to process light crude. The rail facility will give us the ability to source cost-advantaged crudes at the refinery for use by third parties or by us upon the restart of the Bakersfield refinery. This rail facility could receive up to two unit trains of crude per day.

California Refineries Raw Material Supply

Historically our California refineries received crude oil primarily from common carrier, private carrier and our owned pipelines. We have the capability to receive crude oil by rail at each of the California refineries’ locations. We are party to an agreement allowing us to purchase the California refineries’ crude needs through J. Aron. Other feedstocks, including butane and gasoline blendstocks, can be delivered by truck and pipeline. This combination of transportation arrangements allows the California refineries to receive and optimize the crude slate of waterborne domestic and foreign crude oil, along with California crude oil.

California Pipelines/Terminal

The California refineries utilize product pipelines, truck racks and terminals to distribute refined products. The Paramount and Long Beach refineries are connected by pipelines we own.

The California refineries have a feedstock pipeline and terminal system that is capable of supplying untreated vacuum gas oil and other unfinished products to other Los Angeles Basin refineries and third party terminals.

Krotz Springs Refinery

The Krotz Springs refinery located in Krotz Springs, Louisiana, has a throughput capacity of 74,000 bpd and is strategically located on approximately 381 acres on the Atchafalaya River in central Louisiana. This location provides access to

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crude from barge, pipeline, railcar and truck. The refinery has direct access to the Colonial product pipeline system (“Colonial Pipeline”). This combination of logistical assets provides us with diversified access to locally-sourced, domestic and foreign crudes, as well as distribution of our products to markets throughout the Southern and Eastern United States and along the Mississippi and Ohio Rivers. In industry terms, the Krotz Springs refinery is characterized as a “mild residual cracking refinery,” which generally refers to a refinery utilizing vacuum distillation and catalytic cracking processes in addition to basic distillation and naphtha reforming processes to minimize low quality black oil production and to produce higher light product yields.

Our Krotz Springs refinery has the capability to process substantial volumes of low sulfur, or sweet, crudes to produce a high percentage of light, high-value refined products. Historically, sweet crude oil has accounted for 100% of the Krotz Springs refinery’s crude oil input.

Krotz Springs Refinery Raw Material Supply

In 2012, the Krotz Springs refinery began receiving crude oil sourced from West Texas to take advantage of depressed Midland-priced crudes. This crude oil is transported through the Amdel pipeline to the Nederland terminal located near the Gulf Coast and from there is transported to the Krotz Springs refinery by barge via the Intracoastal Canal and the Atchafalaya River. The Krotz Springs refinery also has access to various types of domestic and foreign crudes via pipeline, rail or truck rack delivery. We are capable of receiving Light Louisiana Sweet (“LLS”) and foreign crudes from the EMPCo “Northline System.” The Northline System delivers LLS and foreign crude oils from the St. James, Louisiana crude oil terminalling complex.

Sweet crude oil accounts for all of the crude oil inputs at the Krotz Springs refinery, of which 58% was Gulf Coast sweet crude oils and 42% was WTI Midland priced crude oil in 2014.

J. Aron, through arrangements with various oil companies, currently supplies the majority of the Krotz Springs refinery’s crude oil input requirements. Other feedstocks, including butane and secondary feedstocks, are delivered by truck and marine transportation.

Krotz Springs Refinery Production

Our Krotz Springs refinery produces gasoline, high sulfur diesel, light cycle oil, jet fuel, petrochemical feedstocks, LPG and slurry oil.

Krotz Springs Refinery Transportation Fuel Marketing

Substantially all of the gasoline and jet fuel produced by our Krotz Springs refinery is sold to J. Aron. We market transportation fuel production through bulk sales and exchange channels. These bulk sales and exchange arrangements are entered into with various oil companies and traders and are transported to markets on the Mississippi River and the Atchafalaya River as well as to the Colonial Pipeline.

Krotz Springs Refinery Product Pipelines

The Krotz Springs refinery connects to and distributes refined products into the Colonial Pipeline for distribution by our customers to the Southern and Eastern United States.

Krotz Springs Refinery Barge, Railcar and Truck

Products not shipped through the Colonial Pipeline, such as high sulfur diesel, are transported via barge for sale. Barges originating at the Krotz Springs refinery have access to both the Mississippi and Ohio Rivers.

Propylene/propane mix is sold via railcar and truck, to consumers at Mont Belvieu, Texas or in adjacent Louisiana markets. Mixed LPGs are shipped to an LPG fractionator at Napoleonsville, Louisiana. We pay a fractionation fee and sell the ethane and propane to a regional chemical company under contract, transport the normal butane back to the Krotz Springs refinery via truck for blending, and sell the isobutane and natural gasoline on a spot basis.

Asphalt

We own or operate 10 asphalt terminals located in Texas (Big Spring), Washington (Richmond Beach), California (Paramount, Long Beach, Elk Grove, Mojave and Bakersfield), Arizona (Phoenix and Flagstaff), and Nevada (Fernley) (50% interest), and a 50% interest in Wright Asphalt Products Company, LLC (“Wright”), which specializes in patented ground tire rubber modified asphalt products. The operations in which we have a 50% interest are recorded under the equity method of accounting and the investments are included as part of total assets in the asphalt segment data.

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Montana, Nevada, North Dakota, Utah and Wyoming, with respect to asphalt produced at our Big Spring refinery, and a ground tire rubber (“GTR”) asphalt manufacturing process with respect to asphalt sold in California.

Asphalt produced by our Big Spring refinery is transferred to the asphalt segment at prices substantially determined by reference to the cost of crude, which is intended to approximate wholesale market prices. We market asphalt primarily as paving asphalt to road and materials manufacturers and highway construction/maintenance contractors as GTR, polymer modified or emulsion asphalt. Sales of asphalt are seasonal with the majority of our sales occurring between May and October.

Wright holds the licensing rights to a patented GTR manufacturing process for paving asphalts. Wright licenses this proprietary technology from Neste/Wright Asphalt Company under a perpetual license that covers all of North America, except California. Wright’s operations consist of sub-licensing the patented technology to parties to manufacture the GTR asphalt for Wright to sell at various Alon-owned or third party-owned facilities in Texas, Arizona, Oregon and Oklahoma. Wright also purchases and resells various other paving asphalts in these markets. During 2014, Wright obtained 56% of its asphalt requirements from our terminals. Wright sells GTR and its other asphalt products on either a negotiated contract or competitive bidding basis.

Retail

As of December 31, 2014, we operated 295 owned and leased convenience store sites primarily in Central and West Texas and New Mexico. Our convenience stores typically offer various grades of gasoline, diesel fuel, food products, food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money orders to the public.

The following table shows our owned and leased convenience stores by location:



Location	Owned	Leased	Total
Big Spring, Texas	6	2	8
Wichita Falls, Texas	9	2	11
Waco, Texas	10	—	10
Midland, Texas	10	7	17
Lubbock, Texas	17	4	21
Albuquerque, New Mexico	12	11	23
Odessa, Texas	13	22	35
Abilene, Texas	32	8	40
El Paso, Texas	13	69	82
Other locations in Central and West Texas	29	19	48
Total stores	151	144	295

The merchandise requirements of our convenience stores are serviced at least weekly by over 100 direct-store delivery (“DSD”) vendors. In order to minimize costs and facilitate deliveries, we utilize a single wholesale distributor, Core-Mark Mid-Continent, Inc., for non-DSD products. We purchase the products from Core-Mark at cost plus an agreed upon mark-up. Our current supply contract with Core-Mark expires in December 2017.

We are the largest 7-Eleven licensee in the United States and have the exclusive right to use the 7-Eleven trade name in substantially all of our existing retail markets and many surrounding areas. We are party to a license agreement with 7-Eleven, Inc. which gives us a perpetual license to use the 7-Eleven trademark, service name and trade name in West Texas and a majority of the counties in New Mexico in connection with our convenience store operations.

Competition

The petroleum refining and marketing industry continues to be highly competitive. Our principal competitors include major independent refining and marketing companies such as Valero, Phillips 66, HollyFrontier and Western Refining. Our industry is also impacted by competition from integrated, multi-national oil companies including ExxonMobil, Chevron and Royal Dutch Shell. Because of their diversity, integration of operations and larger capitalization, these major competitors may have greater financial support and diversity with a potentially better ability to bear the economic risks, operating risks and volatile market conditions associated with the petroleum industry.

Profitability in the refining and marketing industry depends on the difference between refined product prices and the prices for crude and other feedstocks, also referred to as refining margins. Refining margins are impacted by, among other things, levels of crude and refined product inventories, balance of supply and demand, utilization rates of refineries and global economic and political events.

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All of our crude and feedstocks are purchased from third-party sources, while some of our vertically-integrated competitors have their own sources of crude oil that they may use to supply their refineries. However, our Big Spring refinery is in close proximity to Midland, Texas, which is the largest origination terminal for West Texas crude oil, which we believe provides us with transportation cost advantages over many of our regional competitors.

The markets for our refined products are generally supplied by a number of refiners, including large integrated oil companies or independent refiners. These larger companies typically have greater resources and may have greater flexibility in responding to volatile market conditions or absorbing market changes.

The principal competitive factors affecting our marketing businesses are price and quality of products, reliability and availability of supply and location of distribution points.

We compete in the asphalt market with various refineries including Valero, Tesoro, U.S. Oil, Western Refining, San Joaquin Refining, Ergon and HollyFrontier as well as regional and national asphalt marketing companies that have little or no associated refining operations. The principal factors affecting competitiveness in asphalt markets are cost, supply reliability, consistency of product quality, transportation cost and capability to produce the range of high performance products necessary to meet the requirements of customers.

Our major retail competitors include CST Brands, Chevron, Sunoco LP (Stripes® brand), Alimentation Couche-Tard Inc. (Circle K® brand), Western Refining and various other independent operators. The principal competitive factors affecting our retail segment are location of stores, product price and quality, appearance and cleanliness of stores and brand identification. We expect to continue to face competition from large, integrated oil companies, as well as from other convenience stores that sell motor fuels. Additionally, national grocery and dry goods retailers such as Wal-Mart, Kroger and Costco, as well as regional grocers and retailers have motor fuel retail businesses. Many of these competitors are substantially larger than we are and because of their diversity, integration of operations and greater resources may be better able to withstand volatile market conditions and lower profitability because of competitive pricing and lower operating costs.

Government Regulation and Legislation

Environmental Controls and Expenditures

Our operations are subject to extensive and frequently changing federal, state, regional and local laws, regulations and ordinances relating to the protection of the environment, including those governing emissions or discharges to the air, water, and land, the handling and disposal of solid and hazardous waste and the remediation of contamination. We believe our operations are generally in compliance with these requirements. Over the next several years our operations will have to meet new requirements being promulgated by the EPA and the states and jurisdictions in which we operate.

Fuels. The federal Clean Air Act and its implementing regulations require, among other things, significant reductions in the sulfur content in gasoline and diesel fuel. These regulations required most refineries to reduce the sulfur content in gasoline to 30 ppm and diesel to 15 ppm.

Gasoline and diesel produced at our Big Spring refinery currently meet the low sulfur gasoline and diesel fuel standards. Gasoline produced at our Krotz Springs refinery currently meets the low sulfur gasoline standard. Our Krotz Springs refinery does not manufacture low sulfur diesel fuel. In April 2014, the EPA promulgated final new “Tier 3” motor vehicle emission and fuel standards. Under the final rule, gasoline must contain no more than 10 ppm sulfur on an annual average basis beginning on January 1, 2017; however, approved small volume refineries have until January 1, 2020 to meet the standard. We believe that the Big Spring, Krotz Springs, Paramount and Bakersfield refineries each satisfy the definition of a small volume refinery and we have applied to EPA for status as small volume refineries for each of these facilities as is required by the Tier 3 regulations. We estimate that the capital investment associated with upgrades necessary to meet these new required sulfur levels, on a consolidated basis, will be less than $30 million.

The EPA has issued renewable fuel standards (“RFS”) mandates, requiring refiners such as us to blend renewable fuels into the petroleum fuels they produce and sell in the United States. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable identification numbers (“RINs”) to maintain compliance. Under the RFS program, the volume of renewable fuels that obligated parties are required to blend into their finished petroleum fuels increases annually over time until 2022. The Big Spring and Krotz Springs refineries first became subject to the RFS program in 2013, and the Krotz Springs refinery received a hardship exemption for 2013. The California refineries did not process crude oil during 2014 and 2013 and as a result were not subject to the RFS requirements. The Big Spring refinery through its wholesale sales is able to blend finished products with renewable fuels, thus generating RINs. Conversely, the Krotz Springs refinery sells substantially all of its finished products which are subject to the RFS program, via the Colonial pipeline, which does not allow us to blend products; and therefore must purchase RINs to satisfy its obligation. The EPA has published the proposed volume mandates for 2014, which are generally lower than the volumes for 2013 and lower than the statutory mandates. The EPA submitted a draft

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final rule for regulatory review by the federal Office of Management and Budget on August 21, 2014. In January 2015, the EPA announced that its goal was to release the final 2014 RFS volume mandates in the Spring of 2015.

Air Emissions. Conditions may develop that require additional capital expenditures at our refineries, product terminals and retail gasoline stations (operating and closed locations) for compliance with the Federal Clean Air Act and other federal, state and local requirements. We cannot currently determine the amounts of such future expenditures.

Compliance

In 2006, the Governor of California signed into law AB 32, the California Global Warming Solutions Act of 2006. Regulations implementing the goals stated in the law, i.e., the reduction of greenhouse gas (“GHG”) emission levels to 1990 levels through a market based “cap-and-trade” program, have been issued. Although ongoing legal challenges could disrupt implementation of the program, it is expected that AB 32 mandated reductions will require increased emission controls on both stationary and non-stationary sources and will result in requirements to significantly reduce GHGs from our California refineries and possibly our other California terminals.

While it is possible that the federal government will adopt some form of federal mandatory GHG emission reductions legislation in the future, the timing and specific requirements of any such legislation are uncertain at this time.

The EPA has begun adopting and implementing regulations to restrict emissions of GHGs under existing provisions of the federal Clean Air Act including rules that requires a reduction in emissions of GHGs from motor vehicles and another rule that requires certain construction and operating permit reviews for GHG emissions from certain large stationary sources that are potential major sources of conventional pollutant emissions. Beginning in January 2011, facilities already subject to the Prevention of Significant Deterioration and Title V operating permit programs that increase their emissions of GHGs by 75,000 tons per year were required to install control technology, known as “Best Available Control Technology,” to address the GHG emissions.

In December 2010, the EPA reached a settlement agreement with numerous parties under which it agreed to promulgate New Source Performance Standards (“NSPS”) to regulate greenhouse gas emissions from petroleum refineries. Although the EPA has not yet proposed NSPS to regulate GHG for petroleum refineries, the EPA has proposed NSPS to regulate GHG for electric utilities. In September 2014, the EPA indicated that the Petroleum Refinery Sector Risk and Technology Review, proposed in May 2014 to address air toxics and volatile organic compounds from refineries, may make it unnecessary for EPA to regulate GHG emissions from petroleum refineries at this time. The proposed rule would place additional emission control requirements on storage tanks, flares and coking units at petroleum refineries. Therefore, although it may do so in the future, we do not expect that the EPA will be issuing NSPS standards to regulate GHG from petroleum refineries at this time.

In October 2006, we were contacted by Region 6 of the EPA and invited to enter into discussions under the EPA’s National Petroleum Refinery Initiative. This initiative addresses what the EPA deems to be the most significant Clean Air Act compliance concerns affecting the petroleum refining industry. According to the EPA, as of January 2015, approximately 90% of the nation’s refinery capacity is under lodged or entered “global” settlements. If we enter into a global settlement, it would apply to our Big Spring refinery and possibly our Paramount and Long Beach refineries. Based on prior settlements that the EPA has reached with other petroleum refineries under the initiative, we anticipate that we would be required to pay a civil penalty, install air pollution controls, and enhance certain operations in consideration for a broad release from liability. At this time, we cannot estimate the cost of any required controls or civil penalties, but they are expected to be comparable to other settling refiners. These civil penalties will likely exceed $100,000 and other related costs that may be required under the settlement for pollution controls or environmentally beneficial projects could be significant.

The Krotz Springs and Bakersfield refineries were subject to “global settlements” with the EPA under the National Petroleum Refining Initiative, when we acquired them. In return for agreeing to the consent decree and implementing the reductions in emissions that it specifies, the refineries secured broad releases of liability that provide immunity from enforcement actions for alleged past non-compliance under each of the Clean Air Act programs covered by the consent decree. If we are unable to meet the agreed upon reductions without add-on controls, our capital costs could increase. Because the Krotz Springs refinery remains subject to the Valero consent decree, we entered into an agreement with Valero at the time of the acquisition allocating responsibilities under the consent decree. We are responsible for implementing only those portions of the consent decree that are specifically and uniquely applicable to the Krotz Springs refinery.

The Bakersfield refinery became subject to a global settlement with the EPA in 2001. Currently, the only continuing requirements are periodic audits of its Leak Detection and Repair program and enhanced sampling and reporting under the Benzene Waste Operations NESHAP. As part of the global settlement, the Bakersfield refinery was required to perform an evaluation of and has accepted subpart J applicability for two of its pre-1973 flares. System modifications may be needed to comply with emission limits. The costs of any such modifications are unknown at this time. The compliance date has been proposed as January 1, 2017, coincident with the compliance date in local flare Rule 4311.

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In July 2010, the EPA disapproved Texas’ “flexible permit program” and indicated that sources operating under a flexible permit issued by the Texas Commission on Environmental Quality (“TCEQ”) are not properly permitted and are subject to enforcement. In 2010, the Big Spring refinery was one of more than 100 facilities in Texas to receive a Clean Air Act request for information from the EPA relating to the EPA’s disapproval of Texas’ “flexible permit program.” According to the EPA, the Texas flexible permit program and its implementing rules were never approved by the EPA for inclusion in the Texas state clean-air implementation plan and, therefore, emission limitations in Texas flexible permits are not federally enforceable. The EPA indicated that it would consider enforcement against holders of flexible permits that failed to comply with applicable federal requirements on a case-by-case basis. We had agreed to convert our Big Spring refinery’s non-flexible permit to a federally enforceable non-flexible permit and submitted a permit application for that purpose, which remains pending. In August 2012, the U.S. Fifth Circuit Court of Appeals vacated the EPA’s final rule disapproving Texas’ flexible permit program and remanded the program back to the EPA for further consideration. Following the Fifth Circuit decision, Texas submitted a state clean-air implementation plan, including the flexible permit provisions, to the EPA for reconsideration in accordance with the Fifth Circuit’s decision. In July 2014, the EPA published its approval of Texas’ flexible permit program, conditioned on a commitment from Texas to adopt certain minor clarifications to the flexible permit program by November 30, 2014. Texas timely adopted the required minor clarifications and submitted the revised program to the EPA for approval. On December 31, 2014, the EPA issued a proposed rule converting the EPA’s previous conditional approval of Texas’ program to a full approval. We are presently assessing our Big Spring refinery’s air emissions permitting alternatives as a result of these developments.

In August 2012, the EPA sent letters to the petroleum refining industry regarding the EPA’s recently issued enforcement alert entitled EPA Enforcement Targets Flaring Efficiency Violations. The Enforcement Alert identified new standards that refiners are required to meet for combustion efficiency of their flares. The EPA has already commenced enforcement against several refining companies and we understand that other settlement negotiations are underway.

Remediation Efforts. We are currently remediating historical soil and groundwater contamination at our Big Spring refinery and terminals system. We spent $0.9 million in 2014 for remediation costs and we estimate an additional $1.7 million will be spent during 2015. We are also remediating historical soil and groundwater contamination at the Abilene, Southlake and Wichita Falls terminals that were in existence at the time they were acquired. As a result of the remediation efforts completed, we have submitted a request to TCEQ requesting closure of the wells at the Southlake terminal.

We are currently engaged in four separate remediation projects in the Los Angeles area. Two projects focus on clean-up efforts in and around the Paramount refinery and the Lakewood Tank Farm. Our Paramount subsidiary shares the cost of both these remediation projects with a prior owner of the Paramount refinery and Lakewood Tank Farm. We also have remediation projects at the Long Beach refinery and Pipeline 145 that existed at the time of our acquisitions. A total of $2.1 million was spent for all four remediation projects in 2014 of which our portion was $1.3 million. We estimate that an additional $2.5 million will be spent in 2015 with our portion being $1.7 million.

In conjunction with our acquisition of the Long Beach refinery in September 2006, we acquired a seven-year environmental insurance policy, which was renewed in 2013 for an additional three years. This policy provides us coverage for both known and unknown conditions existing at the refinery at the time of our acquisition for off-site, third party bodily injury and property damage claims. The policy limit on a per occurrence and aggregate basis is $15.0 million and has a per occurrence deductible of $0.5 million.

We are currently remediating historical soil and groundwater contamination at our Richmond Beach, Washington terminal. We spent $0.5 million in 2014 for remediation costs and we estimate an additional $0.6 million will be spent during 2015.

In conjunction with our acquisition of the Bakersfield refinery on June 1, 2010, we entered into an indemnification agreement with a prior owner for remediation expenses of conditions that existed at the Bakersfield refinery on the acquisition date. We are required to make indemnification claims to the prior owner by March 15, 2015. We spent $8.2 million in 2014 for these remediation costs, of which our portion was $0.7 million. We estimate that an additional $3.6 million will be spent during 2015, of which our portion will be $0.2 million. Additionally, the local Water Board has issued a draft Clean-up and Abatement Order, and additional capital expenditures associated with the Order expect to be completed in 2015.

In addition, a majority of our owned and leased convenience stores have underground gasoline and diesel fuel storage tanks. Compliance with federal and state regulations that govern these storage tanks can be costly. The operation of underground storage tanks also poses various risks, including soil and groundwater contamination. We are currently investigating and remediating leaks from underground storage tanks at some of our convenience stores, and it is possible that we may identify more leaks or contamination in the future that could result in fines or civil liability for us. We have established reserves in our financial statements in respect of these matters to the extent that the associated costs are both probable and reasonably estimable.

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Environmental Indemnity to Sunoco. In connection with the sale of the Amdel and White Oil crude oil pipelines, we entered into a Purchase and Sale Agreement with Sunoco Pipeline, LP (“Sunoco”) pursuant to which we agreed to indemnify Sunoco against costs and liabilities incurred by Sunoco resulting from the existence of environmental conditions at the pipelines prior to March 1, 2006 or from violations of environmental laws with respect to the pipelines occurring prior to such date.

Occupational Safety and Health Regulation. We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents.

Other Government Regulation

The pipelines owned or operated by us and located in Texas are regulated by Department of Transportation rules and our intrastate pipelines are regulated by the Texas Railroad Commission. Within the Texas Railroad Commission, the Pipeline Safety Section of the Gas Services Division administers and enforces the federal and state requirements on our intrastate pipelines. All of our pipelines within Texas are permitted and certified by the Texas Railroad Commission’s Gas Services Division. The California State Fire Marshall’s Office enforces federal pipeline regulations for pipelines in the State of California.

The Petroleum Marketing Practices Act (“PMPA”) is a federal law that governs the relationship between a refiner and a distributor pursuant to which the refiner permits a distributor to use a trademark in connection with the sale or distribution of motor fuel. Under the PMPA, we may not terminate or fail to renew branded distributor contracts unless certain enumerated preconditions or grounds for termination or non-renewal are met and we also comply with the prescribed notice requirements.

Employees

As of December 31, 2014, we had approximately 2,745 employees. Approximately 625 employees worked in our refining and marketing segment, of which approximately 485 were employed at our refineries and approximately 140 were employed at our corporate offices in Dallas, Texas. Approximately 105 employees worked in our asphalt segment and approximately 2,015 employees worked in our retail segment.

Approximately 200 employees worked at our Big Spring refinery, approximately 135 of whom are covered by a collective bargaining agreement that expires on April 1, 2015. None of the employees in our asphalt segment, retail segment or in our corporate offices are represented by a union. We consider our relations with our employees to be satisfactory.

Properties and Insurance

Our principal properties are described above under the captions “Refining and Marketing,” “Asphalt” and “Retail” in Item 1. We believe that our properties and facilities are generally adequate for our operations and are maintained in a good state of repair in the ordinary course of business. As of December 31, 2014, we were the lessee under a number of cancelable and non-cancelable leases for certain properties. Our leases are discussed more fully in Note 21 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We maintain significant insurance coverage, but it does not cover all potential losses, costs or liabilities. Our property insurance policies that cover our refineries and asphalt assets have a $950 million limit. Claims for physical damage at our refineries and asphalt assets are subject to a $10 million deductible. The business interruption insurance policies that cover our Big Spring and Krotz Springs refineries have a $550 million limit and are subject to a 45-day waiting period. At all of our facilities, including the Big Spring and Krotz Springs refineries, we are fully exposed to all losses in excess of the applicable limits and sub-limits, a $10 million deductible due to property damage and for losses due to business interruptions of fewer than 45 days.

We maintain third party liability insurance policies that cover third party claims with a $300 million limit subject to a $5 million deductible. We are fully exposed to third party claims in excess of the applicable limit and sub-limits and a $5 million deductible.

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Executive Officers of the Registrant

Our current executive officers and key employees (identified by an asterisk), their ages as of March 1, 2015, and their business experience during at least the past five years are set forth below.



Name	Age	Position
David Wiessman	60	Executive Chairman of the Board of Directors
Jeff D. Morris	63	Vice Chairman of the Board of Directors
Paul Eisman	59	Chief Executive Officer and President
Shai Even	46	Senior Vice President and Chief Financial Officer
Claire A. Hart	59	Senior Vice President
Alan Moret	60	Senior Vice President of Supply
Michael Oster	43	Senior Vice President of Mergers and Acquisitions
Jimmy C. Crosby	55	Senior Vice President of Refining
James Ranspot	44	Senior Vice President, General Counsel and Secretary
Scott Rowe	56	Senior Vice President of Asphalt Marketing
Jeff Brorman*	47	Vice President of Refining — Big Spring
Gregg Byers*	60	Vice President of Refining — Krotz Springs
Kyle McKeen*	51	President and Chief Executive Officer of Alon Brands
Josef Lipman*	69	President and Chief Executive Officer of SCS

Set forth below is a brief description of the business experience of each of the executive officers and key employees listed above.

David Wiessman has served as Executive Chairman of the Board of Directors of Alon since July 2000 and served as President and Chief Executive Officer of Alon from its formation in 2000 until May 2005. Mr. Wiessman has over 30 years of oil industry and marketing experience. Since 1994, Mr. Wiessman has served as a director of Alon Israel Oil Company, Ltd., or Alon Israel, Alon’s largest stockholder, and served as its Chief Executive Officer and President from 1994 to 2014. In 1987, Mr. Wiessman became Chief Executive Officer of, and a stockholder in, Bielsol Investments (1987) Ltd., or Bielsol, which acquired a 50% interest in Alon Israel in 1992. In 1976, after serving in the Israeli Air Force, he became Chief Executive Officer of Bielsol Ltd., a privately-owned Israeli company that owns and operates gasoline stations and owns real estate in Israel. Since August 2012, Mr. Wiessman has been Executive Chairman of the Board of Directors of the general partner of Alon USA Partners, LP, or Alon Partners, which is listed on the NYSE. Mr. Wiessman has also been Executive Chairman of the Board of Directors of Alon Holdings Blue Square-Israel, Ltd., which is listed on the NYSE and the Tel Aviv Stock Exchange, or TASE, since 2003; Chairman of Blue Square Real Estate Ltd., which is listed on the TASE, since 2006; and Executive Chairman of the Board and President of Dor-Alon Energy Israel (1988) Ltd., which is listed on the TASE, since 2005, and all of which are subsidiaries of Alon Israel. The Board has concluded that Mr. Wiessman’s vision, business expertise, industry experience, leadership skills and devotion to community service qualify him to serve as Executive Chairman of the Board.

Jeff D. Morris has served as Vice Chairman of the Board of Directors of Alon since May 2011 and a director since May 2005. Prior to this Mr. Morris served as our Chief Executive Officer from May 2005 to May 2011, our Chief Executive Officer of our operating subsidiaries from July 2000 to May 2011, our President from May 2005 until March 2010 and President of our operating subsidiaries from July 2000 until March 2010. Since August 2012, Mr. Morris has been Vice Chairman of the Board of the general partner of Alon Partners. Prior to joining Alon, he held various positions at Fina, Inc., where he began his career in 1974. Mr. Morris served as Vice President of Fina, Inc.’s SouthEastern Business Unit from 1998 to 2000 and as Vice President of its SouthWestern Business Unit from 1995 to 1998. In these capacities, he was responsible for both the Big Spring refinery and Fina’s Port Arthur refinery and the crude oil gathering assets and marketing activities for both business units. Mr. Morris has also been a director of Krotz Springs since 2008. The Board has concluded that Mr. Morris’ experience gained as Chief Executive Officer of Alon, detailed knowledge of Alon’s operations and assets, expertise in oil refining and marketing, devotion to community service and management skills qualify him to serve as a member of the Board.

Paul Eisman was appointed to serve as our Chief Executive Officer in May 2011 and our President in March 2010. Prior to joining Alon, Mr. Eisman was Executive Vice President, Refining & Marketing Operations at Frontier Oil Corporation from 2006 to 2009 and held various positions at KBC Advanced Technologies from 2003 to 2006, including Vice President of North American Operations. During 2002, Mr. Eisman was Senior Vice President of Planning for Valero Energy Corporation following Valero’s acquisition of Ultramar Diamond Shamrock. Prior to the acquisition, Mr. Eisman had a 24-year career with Ultramar Diamond Shamrock, serving in many technical and operational roles including Executive Vice President of Corporate Development and Senior Vice President of Refining.

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Shai Even has served as a Senior Vice President since August 2008 and as our Chief Financial Officer since December 2004. Mr. Even served as a Vice President from May 2005 to August 2008 and Treasurer from August 2003 until March 2007. Prior to joining Alon, Mr. Even served as Chief Financial Officer of DCL Technologies, Ltd. from 1996 to July 2003 and prior to that worked for KPMG LLP from 1993 to 1996. Mr. Even has also been a director of Alon Refining Krotz Springs, Inc. since July 2008 and Alon Brands, Inc. since November 2008. Mr. Even was selected to serve as a director of the general partner of the Partnership because of his financial education and expertise, financial reporting background, public accounting experience, management experience and detailed knowledge of our operations. Mr. Even stepped down as a director of the general partner of the Partnership in November 2012.

Claire A. Hart has served as our Senior Vice President since January 2004 and served as our Chief Financial Officer and Vice President from August 2000 to January 2004. Prior to joining Alon, he held various positions in the Finance, Accounting and Operations departments of FINA for 13 years, serving as Treasurer from 1998 to August 2000 and as General Manager of Credit Operations from 1997 to 1998.

Alan Moret has served as our Senior Vice President of Supply since August 2008. Mr. Moret served as our Senior Vice President of Asphalt Operations from August 2006 to August 2008, with responsibility for asphalt operations and marketing at our refineries and asphalt terminals. Prior to joining Alon, Mr. Moret was President of Paramount Petroleum Corporation from November 2001 to August 2006. Prior to joining Paramount Petroleum Corporation, Mr. Moret held various positions with Atlantic Richfield Company, most recently as President of ARCO Crude Trading, Inc. from 1998 to 2000 and as President of ARCO Seaway Pipeline Company from 1997 to 1998.

Michael Oster has served as our Senior Vice President of Mergers and Acquisitions of Alon Energy since August 2008 and General Manager of Commercial Transactions of Alon Energy from January 2003 to August 2008. Prior to joining Alon Energy, Mr. Oster was a partner in the Israeli law firm, Yehuda Raveh and Co.

Jimmy C. Crosby has served as our Senior Vice President of Refining since November 2012. Mr. Crosby served as Vice President of Refining - Big Spring since January 2010, with responsibility for operation at the Big Spring Refinery. Prior to this Mr. Crosby served as Vice President of Refining - California Refineries from March 2009 until January 2010, as Vice President of Refining and Supply from May 2007 to March 2009, as Vice President of Supply and Planning from May 2005 to May 2007 and as General Manager of Business Development and Planning from August 2000 to May 2005. Prior to joining Alon, Mr. Crosby worked with FINA from 1996 to August 2000 where he last held the position of Manager of Planning and Economics for the Big Spring refinery.

James Ranspot has served as Senior Vice President, General Counsel and Secretary since March 2013. He served as Alon’s Chief Legal Counsel - Corporate from August 2010 until March 2013, and Assistant General Counsel from June 2006 to August 2010. Prior to joining Alon, Mr. Ranspot practiced corporate and securities law, with a focus on public and private merger and acquisition transactions and public securities offerings.

Scott Rowe has served as our Senior Vice President, Asphalt Marketing, since joining Alon in 2014. Mr. Rowe has over 30 years of experience in the petroleum refining and marketing business, with most of his experience specific to asphalt. Prior to joining Alon, Mr. Rowe was the President of The Hudson Companies, a privately held asphalt terminalling company headquartered in Providence, Rhode Island and founded Black Creek Terminal, LLC. Previously Mr. Rowe held several positions in the petroleum industry, including that of Vice President of Asphalt Marketing for CITGO and various management roles at Koch Industries. Mr. Rowe has an extensive background in business development and acquisitions.

Jeff Brorman has served as our Vice President of Refining - Big Spring since March 2013. Prior to being appointed to this position, Mr. Brorman has served in the following positions at the Big Spring Refinery: Operations Manager from January 2009 to March 2013, Technical Manager from May 2005 to January 2009 including Refinery Rebuild Manager from February 2008 to October 2008, Capital Projects Manager from May 2004 to May 2005, Southside Operations Superintendent from August 2000 to May 2004. Prior to joining Alon, Mr. Brorman worked with Atofina Petrochemicals, Inc. from August 1996 to August 2000 as a mechanical engineer.

Gregg Byers has served as our Vice President of Refining - Krotz Springs since February 2012, with responsibility for operations at the Krotz Springs refinery. Mr. Byers rejoined Alon in September 2011 as Senior Director of Engineering Services. Mr. Byers has been employed in the refining industry for over 35 years, most recently with Sinclair Oil Corporation as Operations Manager of Sinclair’s Wyoming refinery from 2008 to 2011. Prior to this, Mr. Byers served as Engineering & Project Development Director at the Krotz Springs refinery under the Company’s ownership in 2008 and Valero Energy Corporation’s ownership from 2001 to 2008.

Kyle McKeen has served as President and Chief Executive Officer of Alon Brands, Inc., our subsidiary that manages our retail operations, as well as having responsibility for our wholesale marketing operations, since May 2008. From 2005 to 2008, Mr. McKeen served as President and Chief Operating Officer of Carter Energy, an independent energy marketer supporting over 600 retailers by providing fuel supply, merchandising and marketing support, and consulting services. Prior to joining

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Carter Energy in 2005, Mr. McKeen was a member of the Board of Managers of Alon Brands, Inc. from September 2002 to 2005 and held numerous positions of increasing responsibilities with Alon Energy, including Vice President of Marketing.

Josef Lipman has served as President and Chief Executive Officer of Southwest Convenience Stores, LLC, or SCS, our subsidiary conducting our retail operations since July 2001. From 1997 to July 2001, Mr. Lipman served as General Manager of Cosmos, a chain of supermarkets in Israel owned by Super-Sol Ltd., where he was responsible for marketing and store operations.

ITEM 1A. RISK FACTORS.

The occurrence of any of the events described in this Risk Factors section and elsewhere in this Annual Report on Form 10-K or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating an investment in any of our securities, you should consider carefully, among other things, the factors and the specific risks set forth below. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for a discussion of the factors that could cause actual results to differ materially from those projected.

The price volatility of crude oil, other feedstocks, refined products and fuel and utility services may have a material adverse effect on our earnings, profitability and cash flows.

Our refining and marketing earnings, profitability and cash flows from operations depend primarily on the margin between refined product prices and the prices for crude oil and other feedstocks. When the margin between refined product prices and crude oil and other feedstock prices contracts, as has been the case in recent periods and may be the case in the future, our results of operations and cash flows are negatively affected. Refining margins historically have been volatile, and are likely to continue to be volatile as a result of a variety of factors including fluctuations in the prices of crude oil, other feedstocks, refined products and fuel and utility services. The direction and timing of changes in prices for crude oil and refined products do not necessarily correlate with one another and it is the relationship between such prices that has the greatest impact on our results of operations and cash flows.

Prices of crude oil, other feedstocks and refined products, and the relationships between such prices and prices for refined products, depend on numerous factors beyond our control, including the supply of and demand for crude oil, other feedstocks, gasoline, diesel, asphalt and other refined products and the relative magnitude and timing of such changes. Such supply and demand are affected by, among other things:


•	changes in general economic conditions;


•	changes in the underlying demand for our products;


•	the availability, costs and price volatility of crude oil, other refinery feedstocks and refined products;


•	worldwide political conditions, particularly in significant oil producing regions such as the Middle East, West Africa and Latin America;


•	the level of foreign and domestic production of crude oil and refined products and the volume of crude oil, feedstock and refined products imported in the United States;


•	refinery utilization rates;


•	infrastructure limitations;


•	the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to affect oil prices and maintain production controls;


•	the actions of customers and competitors;


•	disruptions due to equipment interruption, pipeline disruptions or failure at our or third-party facilities and other factors affecting transportation infrastructure;


•	the effects of transactions involving forward contracts and derivative instruments and general commodities speculation;


•	the execution of planned capital projects, including the build out of additional pipeline infrastructure;


•	the effects and costs of compliance with current and future federal, state and local environmental, economic, safety and other laws, policies and regulations;


•	operating hazards, natural disasters, casualty losses and other matters beyond our control;

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•	the impact of global economic conditions on our business; and


•	the development and marketing of alternative and competing fuels.

Although we continually analyze refinery operating margins at each of our refineries and seek to adjust throughput volumes and product slates to optimize our operating results based on market conditions, there are inherent limitations on our ability to offset the effects of adverse market conditions. For example, reductions in throughput volumes in a negative operating margin environment may reduce operating losses, but it would not eliminate them because we would still be incurring fixed costs and certain levels of variable costs.

The nature of our business has historically required us to maintain substantial quantities of crude oil and refined product inventories. Because crude oil and refined products are commodities, we have no control over the changing market value of these inventories. Our inventory is valued at the lower of cost or market value under the last-in, first-out (“LIFO”) inventory valuation methodology. As a result, if the market value of our inventory were to decline to an amount less than our LIFO cost, we would record a write-down of inventory and a non-cash charge to cost of sales. Our investment in inventory is affected by the general level of crude oil prices, and significant increases in crude oil prices could result in substantial working capital requirements to maintain inventory volumes. Changes in the value of our inventory or increases in the amount of our working capital necessary to maintain our inventory volumes could have a material adverse effect on our earnings, profitability and cash flows.

In addition, the volatility in costs of natural gas, electricity and other utility services used by our refineries and other operations affect our operating costs. Utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for utility services in both local and regional markets. Future increases in utility prices may have a negative effect on our earnings, profitability and cash flows.

Our profitability depends, in part, on the differential between the cost of crude oils processed by our refineries and those processed by our competitors. Changes in this differential could negatively affect our profitability.

We select grades of crude oil to process based, in part, on each individual refinery’s configuration and operating units. Our profitability is partially derived from our ability to purchase and process crude oil feedstocks that are less expensive than those processed by competing refiners. We quantify this differential in crude prices by comparing our crude acquisition price with benchmark crude oil grades such as West Texas Intermediate. Crude oil differentials can vary significantly depending on overall economic conditions, trends and conditions within the markets for crude oil and refined products, and infrastructure constraints. An adverse change in these differentials affecting one or more of our refineries could have a negative impact on our earnings.

Our indebtedness could adversely affect our financial condition or make us more vulnerable to adverse economic conditions.

Our level of indebtedness could have significant effects on our business, financial condition and results of operations and cash flows and, consequently, important consequences to your investment in our securities, such as:


•	we may be limited in our ability to obtain additional financing to fund our working capital needs, capital expenditures and debt service requirements or our other operational needs;


•	we may be limited in our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make principal and interest payments on our debt;


•	we may be at a competitive disadvantage compared to competitors with less leverage since we may be less capable of responding to adverse economic and industry conditions; and


•	we may not have sufficient flexibility to react to adverse changes in the economy, our business or the industries in which we operate.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more

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alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, we cannot assure you that any such alternatives would be feasible or prove adequate.

The dangers inherent in our operations could cause disruptions and could expose us to potentially significant losses, costs or liabilities.

Our operations are subject to significant hazards and risks inherent in refining operations and in transporting and storing crude oil, intermediate products and refined products. These hazards and risks include, but are not limited to, natural disasters, fires, explosions, pipeline ruptures and spills, waterborne transportation accidents, third-party interference and mechanical failure of equipment at our or third-party facilities, any of which could result in production and distribution difficulties and disruptions, environmental pollution, personal injury or wrongful death claims and other damage to our properties and the properties of others. The occurrence of such events at any of our refineries could significantly disrupt our production and distribution of refined products, and any sustained disruption could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to interruptions of supply and distribution as a result of our reliance on pipelines and barges for transportation of crude oil and refined products.

Our refineries receive a substantial percentage of their crude oil and deliver a substantial percentage of their refined products through pipelines and barges. We could experience an interruption of supply or delivery, or an increased cost of receiving crude oil and delivering refined products to market, if the ability of these pipelines and barges to transport crude oil or refined products is disrupted because of accidents, earthquakes, hurricanes, flooding, governmental regulation, terrorism, or other third party action. Our prolonged inability to use any of the pipelines or barges that we use to transport crude oil or refined products could have a material adverse effect on our business, results of operations and cash flows.

If the price of crude oil increases significantly, it could reduce our margin on our fixed-price asphalt supply contracts.

We enter into fixed-price asphalt supply contracts pursuant to which we agree to deliver asphalt to customers at future dates. We set the pricing terms in these agreements based, in part, upon the price of crude oil at the time we enter into each contract. If the price of crude oil increases from the time we enter into the contract to the time we produce the asphalt, our margins from these sales could be adversely affected.

Our operating results are seasonal and generally lower in the first and fourth quarters of the year.

Demand for gasoline and asphalt products is generally higher during summer months than during winter months due to seasonal increases in highway traffic and road construction work. Seasonal fluctuations in highway traffic also affect motor fuels and merchandise sales in our retail stores. As a result, our operating results for the first and fourth calendar quarters are generally lower than those for the second and third calendar quarters. This seasonality is most pronounced in our asphalt business. The effects of seasonal demand for gasoline are partially offset by seasonality in demand for diesel, which in our region is generally higher in winter months as east-west trucking traffic moves south to avoid winter conditions on northern routes.

Changes in our credit profile could affect our relationships with our suppliers, which could have a material adverse effect on our liquidity and our ability to operate our refineries at full capacity.

Changes in our credit profile could affect the way crude oil suppliers view our ability to make payments and induce them to shorten the payment terms for our purchases or require us to post security prior to payment. Due to the large dollar amounts and volume of our crude oil and other feedstock purchases, any imposition by our suppliers of more burdensome payment terms on us may have a material adverse effect on our liquidity and our ability to make payments to our suppliers. This, in turn, could cause us to be unable to operate our refinery at full capacity. A failure to operate our refinery at full capacity could adversely affect our profitability and cash flows. Alternatively, these more burdensome payment terms may require us to incur additional indebtedness under our revolving credit facility, which could increase our interest expense and adversely affect our cash flows.

Our arrangements with J. Aron expose us to J. Aron related credit and performance risk.

We have supply and offtake agreements with J. Aron, who is our largest supplier of crude oil and largest customer of refined products from our refineries. In the future, we could purchase up to 100% of our supply needs at each of our refineries from J. Aron pursuant to this agreement. Additionally, we are obligated to repurchase all consigned inventories and certain other inventories upon termination of this agreement, which may be terminated by J. Aron as early as May 31, 2018. Relying on J. Aron’s ability to honor its fuel requirements purchase obligations exposes us to J. Aron’s credit and business risks. An adverse change in J. Aron’s business, results of operations, liquidity or financial condition could adversely affect its ability to

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perform its obligations, which could consequently have a material adverse effect on our business, results of operations or liquidity. In addition, we may be required to use substantial capital to repurchase inventories from J. Aron upon termination of the agreements, which could have a material adverse effect on our financial condition.

Competition in the refining and marketing industry is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability.

We compete with a broad range of companies in our refining and marketing operations. Many of these competitors are integrated, multinational oil companies that are substantially larger than we are. Because of their diversity, integration of operations, larger capitalization, larger and more complex refineries and greater resources, these companies may be better able to withstand disruptions in operations and volatile market conditions, to offer more competitive pricing during times of intense price fluctuations and to obtain crude oil in times of shortage.

We are not engaged in the exploration and production business and therefore do not produce any of our crude oil or other feedstocks. Certain of our competitors, however, obtain a portion of their feedstocks from company-owned production. Competitors that have their own crude production are at times able to offset losses from refining operations with profits from oil producing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages. In addition, we compete with other industries, such as wind, solar and hydropower that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial and individual customers. If we are unable to compete effectively with these competitors, both within and outside our industry, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

Competition in the asphalt industry is intense and an increase in competition in the markets in which we sell our asphalt products could adversely affect our earnings and profitability.

Our asphalt business competes with other refiners and with regional and national asphalt marketing companies. Many of these competitors are larger, more diverse companies with greater resources, providing them advantages in obtaining crude oil and other blendstocks and in competing through bidding processes for asphalt supply contracts.

We compete in large part on our ability to deliver specialized asphalt products which we produce under proprietary technology licenses. Recently, demand for these specialized products has increased due to new specification requirements by state and federal governments. If we were to lose our rights under our technology licenses, or if competing technologies for specialized products are developed by our competitors, our profitability could be adversely affected.

Competition in the retail industry is intense, and an increase in competition in the markets in which our retail businesses operate could adversely affect our earnings and profitability.

Our retail operations compete with numerous convenience stores, gasoline service stations, supermarket chains, drug stores, fast food operations and other retail outlets. Increasingly, national high-volume grocery and dry-goods retailers, such as Albertson’s and Wal-Mart are entering the gasoline retailing business. Many of these competitors are substantially larger than we are. Because of their diversity, integration of operations and greater resources, these companies may be better able to withstand volatile market conditions or levels of low or no profitability. In addition, these retailers may use promotional pricing or discounts, both at the pump and in the store, to encourage in-store merchandise sales. These activities by our competitors could adversely affect our profit margins. Additionally, our convenience stores could lose market share, relating to both gasoline and merchandise, to these and other retailers, which could adversely affect our business, results of operations and cash flows. Our convenience stores compete in large part based on their ability to offer convenience to customers. Consequently, changes in traffic patterns and the type, number and location of competing stores could result in the loss of customers and reduced sales and profitability at affected stores.

We may incur significant costs to comply with new or changing environmental laws and regulations.

Our operations are subject to extensive regulatory controls on air emissions, water discharges, waste management and the clean-up of contamination that can require costly compliance measures. If we fail to comply with environmental requirements, we may be subject to administrative, civil and criminal proceedings by state and federal authorities, as well as civil proceedings by non-governmental environmental groups and other individuals, which could result in substantial fines and penalties against us as well as governmental or court orders that could alter, limit or suspend our operations.

In October 2006, we were contacted by Region 6 of the EPA and invited to enter into discussions under the EPA’s National Petroleum Refinery Initiative (the “Initiative”). This Initiative is a coordinated, integrated compliance and enforcement strategy to address federal Clean Air Act compliance issues at the nation’s largest petroleum refineries, including compliance with New Source Review/Prevention of Significant Deterioration requirements, New Source Performance Standards, Leak Detection and Repair requirements, and National Emission Standards for Hazardous Air Pollutants for Benzene Waste Operations. According

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to the EPA, as of January 2015, approximately 90% of the nation’s refining capacity is under lodged or entered “global” settlements. In February 2007, we committed in writing to enter into discussions with the EPA regarding our Big Spring refinery and, since that time, have held negotiations with the agency with respect to entering into a global settlement under the Initiative. Based on our on-going negotiations as well as consideration of prior settlements that the EPA has reached with other petroleum refineries under the Initiative, we believe that we would be required to pay a civil penalty, install air pollution controls, and enhance certain operations and maintenance programs in consideration for a broad release from liability. At this time, while we cannot estimate the cost of any such civil penalties, pollution controls or environmentally beneficial projects, the civil penalties will likely exceed $100,000, and the remaining costs could be significant and collectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In 2010, our Big Spring refinery was one of more than 100 facilities in Texas to receive a Clean Air Act request for information from the EPA relating to the EPA’s disapproval of Texas’ “flexible permit program.” According to the EPA, the Texas flexible permit program and its implementing rules were never approved by the EPA for inclusion in the Texas state clean-air implementation plan and, therefore, emission limitations in Texas flexible permits are not federally enforceable. The EPA indicated that it would consider enforcement against holders of flexible permits that failed to comply with applicable federal requirements on a case-by-case basis. We had agreed to convert the Big Spring refinery’s non-flexible permit to a federally enforceable non-flexible permit and submitted a permit application for that purpose, which remains pending. In August 2012, the U.S. Fifth Circuit Court of Appeals vacated the EPA’s final rule disapproving Texas’ flexible permit program and remanded the program back to the EPA for further consideration. Following the Fifth Circuit decision, Texas submitted a state clean-air implementation plan, including the flexible permit provisions, to the EPA for reconsideration in accordance with the Fifth Circuit’s decision. In July 2014, the EPA published its approval of Texas’ flexible permit program, conditioned on a commitment from Texas to adopt certain minor clarifications to the flexible permit program by November 30, 2014. Texas timely adopted the required minor clarifications and submitted the revised program to the EPA for approval. On December 31, 2014, the EPA issued a proposed rule converting the EPA’s previous conditional approval of Texas’ program to a full approval. We are presently assessing our Big Spring refinery’s air emissions permitting alternatives as a result of these developments.

In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. For example, in March 2014, the EPA announced final new “Tier 3” motor vehicle emission and fuel standards. Under the final rule, gasoline must contain no more than 10 ppm sulfur on an annual average basis beginning as early as January 1, 2017; however, approved small volume refineries have until January 1, 2020 to meet the standard. We believe that the Big Spring, Krotz Springs, Paramount, and Bakersfield refineries each satisfy the definition of a small volume refinery, and we have applied to the EPA for status as small volume refineries for each of these facilities as is required by the Tier 3 regulations. We estimate that the capital investment associated with upgrades necessary to meet these new required sulfur levels will be less than $30 million. We are not able to predict the impact of other new or changed laws or regulations or changes in the ways that such laws or regulations are administered, interpreted or enforced but we may incur increased operating costs and capital expenditures to comply, which could be material. To the extent that the costs associated with meeting any of these requirements are substantial and not adequately provided for, our results of operations and cash flows could suffer.

Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs and a reduced demand for our refining services.

In December 2009 the EPA determined that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes. Based on its findings, the EPA has begun adopting and implementing regulations to restrict emissions of GHGs under existing provisions of the federal Clean Air Act including rules that require a reduction in emissions of GHGs from motor vehicles and another rule that established GHG emissions thresholds that determine when certain stationary sources must obtain construction or operating permits under the Clean Air Act. In cases where a new source is constructed or an existing major source undergoes a major modification, facilities may be required to reduce those emissions according to “best available control technology” standards for GHGs. The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from specified large GHG emission sources in the United States, including petroleum refineries, on an annual basis, for emissions occurring after January 1, 2010.

In addition, the federal Congress has from time to time considered adopting legislation to reduce emissions of GHGs, and a number of the states have already taken legal measures to reduce emissions of GHGs primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. The adoption of legislation or regulatory programs to reduce emissions of GHGs could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or monitoring and

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reporting requirements, or result in reduced demand for refined petroleum products we produce. One or more of these developments could have an adverse effect on our business, financial condition and results of operations.

Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts and floods and other climatic events; if any such effects were to occur, they could have an adverse effect on our financial condition and results of operations.

We may incur significant costs and liabilities with respect to environmental lawsuits and proceedings and any investigation and remediation of existing and future environmental conditions.

We are currently investigating and remediating, in some cases pursuant to government orders, soil and groundwater contamination at our refineries, terminals and convenience stores. We anticipate spending $7.2 million in investigation and remediation expenses over the next 15 years in connection with historical soil and groundwater contamination at our Big Spring refinery and the Abilene, Southlake and Wichita Falls terminals, which we formerly owned and operated. We anticipate spending an additional $37.4 million in investigation and remediation expenses in connection with our California refineries and terminals over the next 15 years. There can be no assurances, however, that we will not have to spend more than these anticipated amounts. Our handling and storage of petroleum and hazardous substances may lead to additional contamination at our facilities and facilities to which we send or sent wastes or by-products for treatment or disposal, in which case we may be subject to additional cleanup costs, governmental penalties, and third-party suits alleging personal injury and property damage. Joint and several strict liability may be incurred in connection with such releases of petroleum hydrocarbons, hazardous substances and/or wastes. Although we have sold two of our pipelines pursuant to a transaction with Sunoco, we have agreed, subject to certain limitations, to indemnify Sunoco for costs and liabilities that may be incurred by Sunoco as a result of environmental conditions existing at the time of the sale. If we are forced to incur costs or pay liabilities in connection with such releases and contamination or any associated third-party proceedings and investigations, or in connection with any of our indemnification obligations to Sunoco, such costs and payments could be significant and could adversely affect our business, results of operations and cash flows.

We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with worker health and safety, environmental and other laws and regulations.

From time to time, we have been sued or investigated for alleged violations of worker health and safety, environmental and other laws. If a lawsuit or enforcement proceeding were commenced or resolved against us, we could incur significant costs and liabilities. In addition, our operations require numerous permits and authorizations under environmental and various other laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or worker health and safety. A violation of authorization or permit conditions or of other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations, injunctions, and/or facility shutdowns. In addition, major modifications of our operations could require modifications to our existing permits or upgrades to our existing pollution control equipment. Any or all of these matters could have an adverse effect on our business, results of operations or cash flows.

Renewable fuels mandates may reduce demand for the petroleum fuels we produce, which could have a material adverse effect on our results of operations and financial condition.

The EPA has issued RFS mandates, requiring refiners such as us to blend renewable fuels into the petroleum fuels they produce and sell in the United States. To the extent refiners will not or cannot blend renewable fuels in the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase RINs to maintain compliance. Under the RFS program, the volume of renewable fuels that obligated parties are required to blend into their finished petroleum fuels increases annually over time until 2022. As a result of receiving hardship relief made available to obligated parties meeting certain criteria, our Big Spring refinery first became subject to the RFS program in 2013 and the Krotz Springs refinery first became subject to the program in 2014. RINs costs for the Big Spring refinery were $6.7 million and $14.9 million for 2014 and 2013, respectively. RINs costs for the Krotz Springs refinery were $21.4 million for 2014, although we are still considering whether to seek hardship relief from the EPA for 2014. The Big Spring refinery through its wholesale sales is able to blend finished products with renewable fuels, thus generating RINs. Conversely, the Krotz Springs refinery sells substantially all of its finished products which are subject to the RFS program, via the Colonial pipeline, which does not allow us to blend products; and therefore must purchase RINs to satisfy its obligation. The EPA has published the proposed volume mandates for 2014, which are generally lower than the volumes for 2013 and lower than the statutory mandates. The EPA submitted a draft final rule for regulatory review by the federal Office of Management and Budget on August 21, 2014. In January 2015, the EPA announced that its goal was to release the final 2014 RFS volume mandates in the Spring of 2015. The price of RINs has been extremely volatile and has increased over the last year. We cannot currently predict the future prices of RINs and, thus, the expenses related to RINs compliance have the potential to be material. Existing laws

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and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase. Because we do not produce renewable fuels, increasing the volume of renewable fuels that must be blended into our products displaces an increasing volume of our refineries’ product pool, which could have an adverse effect on our business, results of operations or cash flows.

We could encounter significant opposition to operations at our California refineries.

Our Paramount refinery is located in a residential area. The refinery is located near schools, apartment complexes, private homes and shopping establishments. In addition, our Long Beach refinery is located in close proximity to other commercial facilities, and our Bakersfield refinery is adjacent to newly developed commercial and retail property. Any loss of community support for our California refining operations could result in higher than expected expenses in connection with opposing any community action to restrict or terminate the operation of the refinery. Any community action in opposition to our current and planned use of the California refineries could have a material adverse effect on our business, results of operations and cash flows.

The occurrence of a release of hazardous materials or a catastrophic event affecting our California refineries could endanger persons living nearby.

Because our California refineries are located in residential areas, any release of hazardous material or catastrophic event could cause injuries to persons outside the confines of these refineries. In the event that persons were injured as a result of such an event, we would likely incur substantial legal costs as well as any costs resulting from settlements or adjudication of claims from such injured persons. The extent of these expenses and costs could be in excess of the limits provided by our insurance policies. As a result, any such event could have a material adverse effect on our business, results of operations and cash flows.

Certain of our facilities are located in areas that have a history of earthquakes or hurricanes, the occurrence of which could materially impact our operations.

Our refineries located in California and the related pipeline and asphalt terminals are located in areas with a history of earthquakes, some of which have been quite severe. Our Krotz Springs refinery is located less than 100 miles from the Gulf Coast. In the event of an earthquake or hurricane or other weather-related event that causes damage to our refining, pipeline or asphalt terminal assets, or the infrastructure necessary for the operation of these assets, such as the availability of usable roads, electricity, water, or natural gas, we may experience a significant interruption in our refining and/or marketing operations. Such an interruption could have a material adverse effect on our business, results of operations and cash flows.

Terrorist attacks, threats of war or actual war may negatively affect our operations, financial condition and results of operations.

Terrorist attacks, threats of war or actual war, as well as events occurring in response to or in connection with them, may adversely affect our operations, financial condition and results of operations. Energy-related assets (which could include refineries, terminals and pipelines such as ours) may be at greater risk of terrorist attacks than other possible targets in the United States. A direct attack on our assets or assets used by us could have a material adverse effect on our operations, financial condition and results of operations. In addition, any terrorist attack, threats of war or actual war could have an adverse impact on energy prices, including prices for our crude oil and refined products, and could have a material adverse effect on our business, financial condition and results of operations. In addition, disruption or significant increases in energy prices could result in government-imposed price controls.

Covenants in our credit agreements could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

Our credit agreements contain negative and financial covenants and events of default that may limit our financial flexibility and ability to undertake certain types of transactions. For example, we are subject to negative covenants that restrict our activities, including changes in control of Alon or certain of our subsidiaries, restrictions on creating liens, engaging in mergers, consolidations and sales of assets, incurring additional indebtedness, entering into certain lease obligations, making certain capital expenditures, and making certain dividend, debt and other restricted payments. Should we desire to undertake a transaction that is prohibited or limited by our credit agreements, we will need to obtain the consent of our lenders or refinance our credit facilities. Such consents or refinancings may not be possible or may not be available on commercially acceptable terms, or at all.

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Our insurance policies do not cover all losses, costs or liabilities that we may experience.

Additionally, we could suffer losses for uninsurable or uninsured risks or insurable events in amounts in excess of our existing insurance coverage or which are not covered by that insurance. Our ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which we have no control. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we lose any of our key personnel, our ability to manage our business and continue our growth could be negatively affected.

Our future performance depends to a significant degree upon the continued contributions of our senior management team and key technical personnel. We do not currently maintain key man life insurance with respect to any member of our senior management team. The loss or unavailability to us of any member of our senior management team or a key technical employee could significantly harm us. We face competition for these professionals from our competitors, our customers and other companies operating in our industry. To the extent that the services of members of our senior management team and key technical personnel would be unavailable to us for any reason, we would be required to hire other personnel to manage and operate our company and to develop our products and technology. We cannot assure you that we would be able to locate or employ such qualified personnel on acceptable terms or at all.

A substantial portion of our Big Spring refinery’s workforce is unionized, and we may face labor disruptions that would interfere with our operations.

As of December 31, 2014, we employed approximately 200 people at our Big Spring refinery, approximately 135 of whom were covered by a collective bargaining agreement. The collective bargaining agreement expires on April 1, 2015. Our current labor agreement may not prevent a strike or work stoppage in the future, and any such work stoppage could have a material adverse effect on our results of operation and financial condition.

We conduct our convenience store business under a license agreement with 7-Eleven, and the loss of this license could adversely affect the results of operations of our retail segment.

Our convenience store operations are primarily conducted under the 7-Eleven name pursuant to a license agreement between 7-Eleven, Inc. and us. 7-Eleven may terminate the agreement if we default on our obligations under the agreement. This termination would result in our convenience stores losing the use of the 7-Eleven brand name, the accompanying 7-Eleven advertising and certain other brand names and products used exclusively by 7-Eleven. Termination of the license agreement could have a material adverse effect on our retail operations.

We depend upon our subsidiaries for cash to meet our obligations and pay any dividends, and we do not own 100% of the stock of our operating subsidiaries.

We are a holding company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Consequently, our cash flow and our ability to meet our obligations or pay dividends to our stockholders depend upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries to us in the form of dividends, tax sharing payments or otherwise. Our subsidiaries’ ability to make any payments will depend on their earnings, cash flows, the terms of their indebtedness, tax considerations and legal restrictions. Two of our current and former executive officers, Messrs. Morris and Hart, are parties to stockholders’ agreements with Alon Assets and us, pursuant to which we may elect or be required to purchase their shares in connection with put/call rights or rights of first refusal contained in those agreements. The purchase price for the shares is generally determined pursuant to certain formulas set forth in the stockholders’ agreements, the purchase price under certain circumstances involving a termination of, or resignation from, employment would be the fair market value of the shares. For additional information, see Item 12 “Security Ownership of Certain Beneficial Holders and Management and

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Related Stockholder Matters.” Additionally, we own 81.6% of the Partnership’s common units and 100% of Alon USA Partners GP, LLC, the general partner of the Partnership. To the extent the Partnership is unable to make distributions to its partners, we may be unable to pay any dividends.

The wholesale fuel distribution industry is characterized by intense competition and fragmentation and our failure to effectively compete could adversely affect our business and results of operations.

The market for distribution of wholesale motor fuel is highly competitive and fragmented. We have numerous competitors, some of which have significantly greater resources and name recognition than us. We rely on our ability to provide reliable supply and value-added services and to control our operating costs in order to maintain our margins and competitive position. If we were to fail to maintain the quality of our services, customers could choose alternative distribution sources and our competitive position could be adversely affected. Furthermore, we compete against major oil companies with integrated marketing businesses. Through their greater resources and access to crude oil, these companies may be better able to compete on the basis of price or offer lower wholesale and retail pricing which could negatively affect our fuel margins. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

Commodity derivative contracts may limit our potential gains, exacerbate potential losses, result in period-to-period earnings volatility and involve other risks.

We may enter into commodity derivatives contracts intended to mitigate our crack spread risk. We enter into these arrangements with the intent to secure a minimum fixed cash flow stream on the volume of products hedged during the hedge term. However, our hedging arrangements may fail to fully achieve these objectives for a variety of reasons, including our failure to have adequate hedging contracts, if any, in effect at any particular time and the failure of our hedging arrangements to produce the anticipated results. We may not be able to procure adequate hedging arrangements due to a variety of factors. Moreover, while intended to reduce the adverse effects of fluctuations in crude oil and refined product prices, such transactions may limit our ability to benefit from favorable changes in margins. In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which:


•	the volumes of our actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement;


•	accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect our refineries, or those of our suppliers or customers;


•	the counterparties to our futures contracts fail to perform under the contracts; or


•	a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.

As a result, the effectiveness of our risk mitigation strategy could have a material adverse impact on our financial results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk.”

The adoption of regulations implementing recent financial reform legislation could impede our ability to manage business and financial risks by restricting our use of derivative instruments as hedges against fluctuating commodity prices.

The U.S. Congress adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (the “Dodd-Frank Act”). This comprehensive financial reform legislation establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. The Dodd-Frank Act requires the Commodity Futures Trading Commission (“CFTC”), the SEC and other regulators to promulgate rules and regulations implementing the new legislation. The CFTC has proposed regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. Certain bona fide hedging transactions or derivative instruments would be exempt from these position limits. As these proposed position limit rules are not yet final, the effect of those provisions on us is uncertain at this time. The Dodd-Frank Act may also require compliance with margin requirements and with certain clearing and trade-execution requirements in connection with certain derivative activities, although the application of those provisions to us, and the impact of such provisions on us, is uncertain at this time. The legislation may also require certain counterparties to our commodity derivative contracts to spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty, or cause the entity to comply with the capital requirements, which could result in increased costs to counterparties such as us. The final rules will be phased in over time according to a specified schedule which is dependent on finalization of certain other rules to be promulgated by the CFTC and the SEC.

The Dodd-Frank Act and any new regulations could significantly increase the cost of some commodity derivative contracts (including through requirements to post collateral, which could adversely affect our available liquidity), materially alter the

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terms of some commodity derivative contracts, reduce the availability of some derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing commodity derivative contracts and potentially increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and any new regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Increased volatility may make us less attractive to certain types of investors. Finally, the Dodd- Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. If the Dodd-Frank Act and any new regulations result in lower commodity prices, our operating income could be adversely affected. Any of these consequences could adversely affect our business, financial condition and results of operations. In addition, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent we transact with counterparties subject to such foreign jurisdictions, we may become subject to such regulations. At this time, the impact of such regulations is not clear.

It may be difficult to serve process on or enforce a United States judgment against certain of our directors.

All of our directors, other than Messrs. Ron Haddock and Jeff Morris, reside in Israel. In addition, a substantial portion of the assets of these directors are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, there is substantial doubt that the courts of the State of Israel would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims, including environmental claims and employee related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, results of operations, cash flows or financial condition.

One of our subsidiaries is a party to a lawsuit alleging breach of contract pertaining to an asphalt supply agreement. We believe that we have valid counterclaims as well as affirmative defenses that will preclude recovery. Attempts to reach a commercial arrangement to resolve the dispute have been unsuccessful to this point. This matter currently is not scheduled for trial. Due to the uncertainties of litigation, we cannot predict with certainty the ultimate resolution of this lawsuit.

ITEM 4. MINE SAFTETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is traded on the New York Stock Exchange under the symbol “ALJ.”

The following table sets forth the quarterly high and low sales prices of and dividends declared on our common stock for each quarterly period within the two most recently completed fiscal years:



	Sales Prices of our Common Stock				Dividends per Common Share
Quarterly Period	High		Low		Dividends per Common Share

2014
Fourth Quarter (1)	$	17.17	$	11.64	$	0.31
Third Quarter (2)	17.31		12.08		0.10
Second Quarter	17.58		12.43		0.06
First Quarter	17.04		12.92		0.06
2013
Fourth Quarter	$	16.64	$	8.55	$	0.06
Third Quarter	14.70		10.12		0.06
Second Quarter (1) (3)	19.05		14.35		0.22
First Quarter	21.24		17.10		0.04

_______________________


(1)	Dividends declared on our common stock during the fourth quarter of 2014 and the second quarter of 2013 include special non-recurring dividends of $0.21 per common share and $0.16 per common share, respectively.


(2)	Beginning in the third quarter of 2014, our board of directors increased the regular quarterly cash dividend from $0.06 per common share to $0.10 per common share.


(3)	Beginning in the second quarter of 2013, our board of directors increased the regular quarterly cash dividend from $0.04 per common share to $0.06 per common share.

On February 5, 2015, our board of directors approved the regular quarterly cash dividend of $0.10 per share on our common stock, payable on March 16, 2015, to holders of record at the close of business on February 26, 2015.

We intend to continue to pay quarterly cash dividends on our common stock at an annual rate of $0.40 per share. However, the declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements, the terms of our preferred stock and other factors our board of directors deems relevant.

Holders

As of March 1, 2015, there were 42 common stockholders of record.

Recent Sales of Unregistered Securities

In June 2012, Alon entered into amendments to shareholder agreements among Alon, Jeff Morris and Claire Hart, two of our current executives, and two of our subsidiaries Alon Assets, Inc. (“Alon Assets”) and Alon Operating, Inc. (“Alon Operating”), pursuant to which the non-voting shares of Alon Assets and Alon Operating held by Messrs. Morris and Hart could be exchanged for shares of our common stock in quarterly installments over periods of five and three years, respectively. In November 2012, Alon Assets and Alon Operating were merged, with Alon Assets being the surviving entity.

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The following issuances of shares of our common stock occurred during the December 31, 2014 fiscal year pursuant to the agreements described above:



	Exchange Date	Number of Shares Issued
Jeff D. Morris	January 11, 2014	116,347
	April 12, 2014	116,347
	July 11, 2014	116,347
	October 11, 2014	116,347

Claire A. Hart	January 11, 2014	48,475
	April 12, 2014	48,475
	July 11, 2014	48,475
	October 11, 2014	48,475

The issuances of the shares of common stock to Messrs. Morris and Hart reflected above were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Stockholder Return Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.

The following performance graph compares the cumulative total stockholder return on Alon common stock as traded on the NYSE with the Standard & Poor’s 500 Stock Index (the “S&P 500”) and our peer group as selected by management for the cumulative five-year period from December 31, 2009 to December 31, 2014, assuming an initial investment of $100 dollars and the reinvestment of all dividends, if any. The peer group is comprised of HollyFrontier Corporation (NYSE: HFC), Tesoro Corporation (NYSE: TSO), Valero Energy Corporation (NYSE: VLO), Delek US Holdings, Inc. (NYSE:DK), Western Refining, Inc. (NYSE:WNR) and CVR Energy, Inc. (NYSE:CVI). The stock performance shown on the graph below is historical and not necessarily indicative of future price performance.



	12/2009		12/2010		12/2011		12/2012		12/2013		12/2014
Alon	$	100.00	$	89.67	$	132.71	$	279.70	$	261.75	$	207.92
S&P 500	100.00		115.06		117.49		136.30		180.44		205.14
Peer Group	100.00		146.63		149.85		287.77		410.56		410.39

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ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth selected historical consolidated financial data as of and for each of the five years in the period ending December 31, 2014. The selected historical consolidated statement of operations data for the years ended December 31, 2014, 2013 and 2012, and the selected consolidated balance sheet data as of December 31, 2014 and 2013, are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected historical consolidated statement of operations data for the years ended December 31, 2011 and 2010, and the selected consolidated balance sheet data as of December 31, 2012, 2011 and 2010, are derived from our audited consolidated financial statements, which are not included in this Annual Report on Form 10-K.

The following selected historical consolidated financial data should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.



	Year Ended December 31,
	2014		2013		2012		2011		2010
	(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Net sales	$	6,779,456	$	7,046,381	$	8,017,741	$	7,186,257	$	4,030,743
Operating income (loss)	201,572		149,433		269,475		181,521		(160,781		)
Net income (loss) available to stockholders	38,457		22,986		79,134		42,507		(122,932		)
Earnings (loss) per share, basic	$	0.56	$	0.33	$	1.29	$	0.77	$	(2.27	)
Weighted average shares outstanding, basic	68,985		63,538		57,501		55,431		54,186
Earnings (loss) per share, diluted	$	0.55	$	0.32	$	1.24	$	0.69	$	(2.27	)
Weighted average shares outstanding, diluted	69,373		64,852		63,917		61,401		54,186
Cash dividends per common share	$	0.53	$	0.38	$	0.16	$	0.16	$	0.16

BALANCE SHEET DATA:
Cash and cash equivalents	$	214,961	$	224,499	$	116,296	$	157,066	$	71,687
Working capital	126,665		60,863		87,242		99,452		990
Total assets	2,200,874		2,245,140		2,223,574		2,330,382		2,088,521
Total debt	563,687		612,248		587,017		1,050,196		916,305
Total debt less cash and cash equivalents	348,726		387,749		470,721		893,130		844,618
Total equity	673,778		625,404		621,186		395,784		341,767

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K and the other sections of this Annual Report on Form 10-K, including Items 1 and 2 “Business and Properties,” and Item 6 “Selected Financial Data.”

Forward-Looking Statements

Certain statements contained in this report and other materials we file with the SEC, or in other written or oral statements made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “future” and similar terms and phrases to identify forward-looking statements.

Forward-looking statements reflect our current expectations of future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows. See Item 1A “Risk Factors.”

Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, the following:


•	changes in general economic conditions and capital markets;


•	changes in the underlying demand for our products;


•	the availability, costs and price volatility of crude oil, other refinery feedstocks and refined products;


•	changes in the spread between West Texas Intermediate (“WTI”) Cushing crude oil and West Texas Sour (“WTS”) crude oil or WTI Midland crude oil;


•	changes in the spread between WTI Cushing crude oil and Light Louisiana Sweet (“LLS”) crude oil;


•	changes in the spread between Brent crude oil and WTI Cushing crude oil;


•	changes in the spread between Brent crude oil and LLS crude oil;


•	the effects of transactions involving forward contracts and derivative instruments;


•	actions of customers and competitors;

•

termination of our Supply and Offtake Agreements with J. Aron & Company (“J. Aron”), which include all our refineries and most of our asphalt terminals, under which J. Aron is our largest supplier of crude oil and our largest customer of refined products. Additionally, upon termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined products inventories then owned by J. Aron at then current market prices;


•	changes in fuel and utility costs incurred by our facilities;


•	disruptions due to equipment interruption, pipeline disruptions or failures at our or third-party facilities;


•	the execution of planned capital projects;


•	adverse changes in the credit ratings assigned to our debt instruments;


•	the effects and cost of compliance with the renewable fuel standards program (“RFS”), including the availability, cost and price volatility of renewable identification numbers (“RINs”);


•	the effects and cost of compliance with current and future state and federal environmental, economic, safety and other laws, policies and regulations;


•	operating hazards, accidents, fires, severe weather, floods and other natural disasters, casualty losses and other matters beyond our control, which could result in unscheduled downtime;


•	the effects of seasonality on demand for our products;

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•	the level of competition from other petroleum refiners;


•	the easing of logistical and infrastructure constraints at Cushing;


•	the effect of any national or international financial crisis on our business and financial condition; and


•	the other factors discussed in this Annual Report on Form 10-K under the caption “Risk Factors.”

Any one of these factors or a combination of these factors could materially affect our future results of operations and could influence whether any forward-looking statements ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required by the securities laws to do so.

Company Overview

We are an independent refiner and marketer of petroleum products operating primarily in the South Central, Southwestern and Western regions of the United States. Our crude oil refineries are located in Texas, Louisiana and California and have a combined crude oil throughput capacity of approximately 217,000 barrels per day (“bpd”). We are a leading marketer of asphalt, which we distribute primarily through asphalt terminals located predominately in the Southwest and Western United States. We are the largest 7-Eleven licensee in the United States and operate 295 convenience stores in Central and West Texas and New Mexico.

Refining and Marketing Segment. Our refining and marketing segment includes a sour crude oil refinery located in Big Spring, Texas, a light sweet crude oil refinery located in Krotz Springs, Louisiana and heavy crude oil refineries located in Paramount, Bakersfield and Long Beach, California (“California refineries”). Our refineries have a combined crude oil throughput capacity of approximately 217,000 bpd. We refine crude oil into petroleum products, including various grades of gasoline, diesel fuel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt and other petroleum-based products, which are marketed primarily in the South Central, Southwestern and Western United States. Our California refineries did not process crude oil in 2014 and 2013 due to the high cost of crude oil relative to product yield and low asphalt demand.

We own the Big Spring refinery and wholesale marketing operations through Alon USA Partners, LP (the “Partnership”). Our marketing of transportation fuels produced at the Big Spring refinery is focused on West and Central Texas, Oklahoma, New Mexico and Arizona. We refer to our operations in these regions as our “physically integrated system” because our distributors in this region are supplied primarily with motor fuels produced at our Big Spring refinery and distributed through a network of pipelines and terminals which we either own or have access to through leases or long-term throughput agreements.

We supply gasoline and diesel to 644 Alon branded retail sites, including our retail segment convenience stores. In 2014, approximately 58% of the gasoline and 29% of the diesel produced at the Big Spring refinery was transferred to our branded marketing business at prices substantially determined by wholesale market prices. Additionally, we license the use of the Alon brand name and provide credit card processing services to 73 licensed locations that are not under fuel supply agreements.

We market transportation fuel production from our Krotz Springs refinery through bulk sales and exchange channels. These bulk sales and exchange arrangements are entered into with various oil companies and traders and are transported to markets on the Mississippi River and the Atchafalaya River as well as to the Colonial Pipeline.

Asphalt Segment. We own or operate 10 asphalt terminals located in Texas (Big Spring), Washington (Richmond Beach), California (Paramount, Long Beach, Elk Grove, Mojave and Bakersfield), Arizona (Phoenix and Flagstaff) and Nevada (Fernley) (50% interest), and a 50% interest in Wright Asphalt Products Company, LLC (“Wright”), which specializes in patented ground tire rubber modified asphalt products. The operations in which we have a 50% interest are recorded under the equity method of accounting and the investments are included as part of total assets in the asphalt segment data.

We purchase non-blended asphalt from third parties in addition to non-blended asphalt produced at the Big Spring refinery. We market asphalt through our terminals as blended and non-blended asphalt. We have an exclusive license to use advanced asphalt-blending technology in West Texas, Arizona, New Mexico and Colorado, and a non-exclusive license in Idaho, Montana, Nevada, North Dakota, Utah and Wyoming, with respect to asphalt produced at our Big Spring refinery, and a ground tire rubber (“GTR”) asphalt manufacturing process with respect to asphalt sold in California.

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Retail Segment.

Our convenience stores typically offer various grades of gasoline, diesel fuel, food products, food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money orders to the public, primarily under the 7-Eleven and Alon brand names. Substantially all of the motor fuel sold through our retail segment is supplied by our Big Spring refinery.

For additional information on each of our operating segments, see Items 1. and 2. “Business and Properties.”

Summary of 2014 Developments


•	We paid cash dividends on common stock totaling $0.53 per share, which included a special non-recurring dividend of $0.21 per share paid in December. We also increased our regular quarterly cash dividend from $0.06 per share to $0.10 per share during the third quarter.


•	We completed the major turnaround at the Big Spring refinery, including the vacuum tower revamp project, which increased crude oil throughput to 73,000 bpd from 70,000 bpd and increased diesel production by 3,000 bpd.


•	We have reduced WTS crude and increased Midland priced WTI crude received at the Big Spring refinery, averaging throughput of 32,429 bpd of WTI for the full year 2014, a 56.6% increase from 2013.


•	We repaid the outstanding balance on the 13.50% Alon Refining Krotz Springs senior secured notes.


•	We entered into a five-year Term Loan Agreement for a principal amount of $25.0 million, maturing in March 2019. Additionally, Alon Retail entered into a new credit agreement that includes a $110.0 million term loan and a $10.0 million revolving credit loan, which will mature in March 2019.


•	We completed the sale of our Willbridge, Oregon facility for $40.0 million.


•	We received a permit to construct a 140,000 bpd rail unloading facility and make modifications to process light crude oil at our Bakersfield refinery.


•	We are planning to create a new logistics master limited partnership utilizing assets that we currently operate.

2014 Operational and Financial Highlights

Operating income for 2014 was $201.6 million, compared to $149.4 million in 2013. Our operational and financial highlights for 2014 include the following:


•	Combined refinery average throughput for 2014 was 136,378 bpd, compared to a combined refinery average throughput of 131,808 bpd in 2013.

During the second quarter of 2014, we completed a major turnaround at the Big Spring refinery, including the vacuum tower revamp project, which increased crude oil throughput to 73,000 bpd from 70,000 bpd and increased diesel production by 3,000 bpd. However, despite the reduced throughput experienced during the second quarter of 39,000 bpd, our Big Spring refinery average throughput was 66,033 bpd for 2014 compared to 67,103 bpd for 2013.

The Krotz Springs refinery average throughput for 2014 was 70,345 bpd compared to 64,705 bpd for 2013. Refinery throughput at the Krotz Springs refinery was lower for 2013 due to the unplanned shut down and repair of the reformer unit for approximately one month.


•	Refinery operating margin at the Big Spring refinery was $16.69 per barrel in 2014, compared to $14.59 per barrel in 2013. This increase was primarily due to a widening of both the WTI Cushing to WTS spread and the WTI Cushing to WTI Midland spread, partially offset by a lower Gulf Coast 3/2/1 crack spread.

•

Refinery operating margin at the Krotz Springs refinery was $7.57 per barrel in 2014 compared to $6.16 per barrel for 2013. This increase was primarily due to a higher Gulf Coast 2/1/1 high sulfur diesel crack spread and a widening WTI Cushing to WTI Midland spread, partially offset by a narrowing LLS to WTI Cushing spread. In 2014, the Krotz Springs refinery operating margin was negatively impacted by RINs costs of $21.4 million, or $0.83 per barrel of throughput. The Krotz Springs refinery received an exemption from the RFS requirements for 2013 and as a result did not record costs associated with RINs.


•	The average WTI Cushing to WTS spread for 2014 was $6.04 per barrel compared to $3.72 per barrel for 2013. The average WTI Cushing to WTI Midland spread for 2014 was $6.93 per barrel compared to $2.59 per barrel for 2013. The average LLS to WTI Cushing spread for 2014 was $3.85 per barrel compared to $11.06 per barrel for 2013.

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•	The average Gulf Coast 3/2/1 crack spread was $14.52 per barrel for 2014 compared to $19.16 per barrel for 2013, which was primarily influenced by a decrease in the Brent to WTI Cushing spread. The average Brent to WTI Cushing spread for 2014 was $7.30 per barrel compared to $12.41 per barrel for 2013.


•	The average Gulf Coast 2/1/1 high sulfur diesel crack spread for 2014 was $9.76 per barrel compared to $7.89 per barrel for 2013, which was primarily influenced by an increase in the Brent to LLS spread. The average Brent to LLS spread for 2014 was $3.45 per barrel compared to $1.35 per barrel for 2013.


•	Asphalt margins in 2014 were $43.86 per ton compared to $68.67 per ton in 2013. This decrease was primarily due to higher costs of purchased asphalt during 2014.


•	Retail fuel sales volume increased by 2.2% to 192.6 million gallons in 2014 from 188.5 million gallons in 2013.

Major Influences on Results of Operations

Refining and Marketing. Earnings and cash flow from our refining and marketing segment are primarily affected by the difference between refined product prices and the prices for crude oil and other feedstocks. These prices depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation. While our sales and operating revenues fluctuate significantly with movements in crude oil and refined product prices, it is the spread between crude oil and refined product prices, not necessarily fluctuations in those prices, that affect our earnings.

In order to measure our operating performance, we compare our per barrel refinery operating margins to certain industry benchmarks. We calculate this margin for each refinery by dividing the refinery’s gross margin by its throughput volumes. Gross margin is the difference between net sales and cost of sales (exclusive of substantial hedge positions). Each refinery is compared to an industry benchmark that is intended to approximate that refinery’s crude slate and product yield.

We compare our Big Spring refinery’s operating margin to the Gulf Coast 3/2/1 crack spread. A Gulf Coast 3/2/1 crack spread is calculated assuming that three barrels of WTI Cushing crude oil are converted, or cracked, into two barrels of Gulf Coast conventional gasoline and one barrel of Gulf Coast ultra-low sulfur diesel.

We compare our Krotz Springs refinery’s operating margin to the Gulf Coast 2/1/1 high sulfur diesel crack spread. A Gulf Coast 2/1/1 high sulfur diesel crack spread is calculated assuming that two barrels of LLS crude oil are converted into one barrel of Gulf Coast conventional gasoline and one barrel of Gulf Coast high sulfur diesel.

Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate and sweet crude oils. We measure the cost advantage of refining sour crude oil by calculating the difference between the price of WTI Cushing crude oil and the price of WTS, a medium, sour crude oil. We refer to this differential as the WTI Cushing/WTS, or sweet/sour, spread. A widening of the sweet/sour spread can favorably influence the operating margin for our Big Spring refinery. The Big Spring refinery’s crude oil input is primarily comprised of WTS and WTI Midland priced crude oil.

The Krotz Springs refinery has the capability to process substantial volumes of low-sulfur, or sweet, crude oils to produce a high percentage of light, high-value refined products. Sweet crude oil typically comprises 100% of the Krotz Springs refinery’s crude oil input. This input is primarily comprised of LLS crude oil and WTI Midland priced crude oil.

In addition, we have been able to capitalize on the oversupply of West Texas crudes in Midland, the largest origination terminal for West Texas crude oil, resulting from increased production in the Permian Basin coupled with infrastructure constraints. Although West Texas crudes are typically transported to Cushing and to the Gulf Coast for sale, current logistical and infrastructure constraints are limiting the ability of Permian Basin producers to transport their production to Cushing and to the Gulf Coast. The resulting oversupply of West Texas crudes at Midland has depressed Midland crude prices and enabled us to obtain an increased portion of our crude supply at discounted prices to Cushing. Moreover, by sourcing West Texas crudes at Midland, we are able to eliminate the cost of transporting crude to and from Cushing. The WTI Cushing less WTI Midland spread represents the differential between the average per barrel price of WTI Cushing crude oil and the average per barrel price of WTI Midland crude oil. A widening of the WTI Cushing less WTI Midland spread can favorably influence the operating margin for both our Big Spring and Krotz Springs refineries. An easing of the current logistical and infrastructure constraints through new pipeline construction or expansion could have an adverse effect on our margins.

Global product prices are influenced by the price of Brent crude which is a global benchmark crude. Global product prices influence product prices in the U.S. As a result, both our Big Spring and Krotz Springs refineries are influenced by the spread between Brent crude and WTI Cushing. The Brent less WTI Cushing spread represents the differential between the average per barrel price of Brent crude oil and the average per barrel price of WTI Cushing crude oil. A widening of the spread between Brent and WTI Cushing can favorably influence both the Big Spring and Krotz Springs refineries’ operating margins. Also, the

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Krotz Springs refinery is influenced by the spread between Brent crude and LLS. The Brent less LLS spread represents the differential between the average per barrel price of Brent crude oil and the average per barrel price of LLS crude oil. A widening of the spread between Brent and LLS can favorably influence the Krotz Springs refinery operating margins.

The results of operations from our refining and marketing segment are also significantly affected by our refineries’ operating costs, particularly the cost of natural gas used for fuel and the cost of electricity. Natural gas prices have historically been volatile. Typically, electricity prices fluctuate with natural gas prices.

Demand for gasoline products is generally higher during summer months than during winter months due to seasonal increases in highway traffic. As a result, the operating results for our refining and marketing segment for the first and fourth calendar quarters are generally lower than those for the second and third calendar quarters. The effects of seasonal demand for gasoline are partially offset by seasonality in demand for diesel, which in our region is generally higher in winter months as east-west trucking traffic moves south to avoid winter conditions on northern routes.

Safety, reliability and the environmental performance of our refineries are critical to our financial performance. The financial impact of planned downtime, such as a turnaround or major maintenance project, is mitigated through a diligent planning process that considers expectations for product availability, margin environment and the availability of resources to perform the required maintenance.

The nature of our business requires us to maintain crude oil and refined product inventories. Crude oil and refined products are essentially commodities, and we have no control over the changing market value of these inventories. Because our inventory is valued at the lower of cost or market value under the LIFO inventory valuation methodology, price fluctuations generally have little effect on our financial results.

Asphalt. Earnings from our asphalt segment depend primarily upon the margin between the price at which we sell our asphalt and the price asphalt is purchased from third parties or the transfer price for asphalt produced at the Big Spring refinery. Asphalt is transferred to our asphalt segment from our refining and marketing segment at prices substantially determined by reference to the cost of crude oil, which is intended to approximate wholesale market prices. A portion of our asphalt sales are made using fixed price contracts for delivery at future dates. Because these contracts are priced using market prices for asphalt at the time of the contract, a change in the cost of crude oil between the time we enter into the contract and the time we produce the asphalt can positively or negatively influence the earnings of our asphalt segment. Demand for paving asphalt products is higher during warmer months than during colder months due to seasonal increases in road construction work. As a result, revenues from our asphalt segment for the first and fourth calendar quarters are expected to be lower than those for the second and third calendar quarters.

Retail. Earnings and cash flows from our retail segment are primarily affected by merchandise and retail fuel sales volumes and margins at our convenience stores. Retail merchandise gross margin is equal to retail merchandise sales less the delivered cost of the retail merchandise, net of vendor discounts and rebates, measured as a percentage of total retail merchandise sales. Retail merchandise sales are driven by convenience, branding and competitive pricing. Retail fuel margin is equal to retail fuel sales less the delivered cost of fuel and excise taxes, measured on a cents per gallon (“cpg”) basis. Our retail fuel margins are driven by local supply, demand and competitor pricing. Our retail sales are seasonal and peak in the second and third quarters of the year, while the first and fourth quarters usually experience lower overall sales.

Factors Affecting Comparability

Our financial condition and operating results over the three-year period ended December 31, 2014 have been influenced by the following factors, which are fundamental to understanding comparisons of our period-to-period financial performance.

Maintenance and Turnaround impact on Crude Oil Throughput

During the year ended December 31, 2014, as part of our planned turnaround at the Big Spring refinery, we revamped the refinery’s vacuum tower, which increased crude oil throughput to 73,000 bpd from 70,000 bpd and increased diesel production by 3,000 bpd. This planned downtime at our Big Spring refinery resulted in reduced refinery throughput during the period.

During the year ended December 31, 2013, the Krotz Springs refinery was impacted by the unplanned shut down and repair of the reformer unit for approximately one month.

During the years ended December 31, 2014 and 2013, we did not process crude oil at our California refineries and therefore, no throughput data has been presented for the years ended December 31, 2014 and 2013. The throughput data for the California refineries for the year ended December 31, 2012 reflects approximately eight months of throughput data as the California refineries did not process crude oil during the first quarter of 2012 or December 2012.

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Certain Derivative Impacts

Included in cost of sales for the years ended December 31, 2014, 2013 and 2012 are gains (losses) on commodity swaps of $4.7 million, $23.9 million and ($130.1) million, respectively.

Included in other income (loss), net for the year ended December 31, 2012 are losses on heating oil call option crack spread contracts of $7.3 million.

Renewable Fuel Standards

Included in costs of sales for the years ended December 31, 2014 and 2013 are RINs costs of $27.1 million and $14.9 million, respectively. The Big Spring and Krotz Springs refineries first became subject to the RFS program in 2013, and the Krotz Springs refinery received a hardship exemption for 2013, and as a result did not record costs associated with RINs.

Debt Related Transactions

During 2014, we repaid the outstanding balance on the 13.50% Alon Refining Krotz Springs senior secured notes.

Interest expense for the year ended December 31, 2013 includes a charge of $8.5 million for a prepayment premium and write-offs of unamortized original issuance discount and debt issuance costs recognized for prepayment of a portion of the Alon Refining Krotz Springs senior secured notes.

Interest expense for the year ended December 31, 2012 includes a charge of $9.6 million for the write-off of unamortized original issuance discount associated with the repayment of the Alon Brands Term Loan and charges of $27.6 million for the write-offs of unamortized original issuance discount and debt issuance costs associated with the repayment of the Alon USA Energy, Inc. term loan credit facilities.

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Results of Operations

The period-to-period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. We refer to our financial statement line items in the explanation of our period-to-period changes in results of operations. Below are general definitions of what those line items include and represent.

Net Sales. Net sales consist primarily of sales of refined petroleum products through our refining and marketing segment and asphalt segment and sales of merchandise, food products and motor fuels through our retail segment.

For the refining and marketing segment, net sales consist of gross sales, net of customer rebates, discounts and excise taxes and include intersegment sales to our asphalt and retail segments, which are eliminated through consolidation of our financial statements. Asphalt sales consist of gross sales, net of any discounts and applicable taxes. For our petroleum and asphalt products, net sales are mainly affected by crude oil and refined product prices and volume changes caused by operations. Retail net sales consist of gross merchandise sales, less rebates, commissions and discounts, and gross fuel sales, including excise taxes. Our retail merchandise sales are affected primarily by competition and seasonal influences.

Cost of Sales. Refining and marketing cost of sales includes principally crude oil, blending materials, other raw materials and transportation costs, which include cost associated with our crude oil and product pipelines. Asphalt cost of sales includes costs of purchased asphalt, blending materials and transportation costs. Retail cost of sales includes costs of motor fuels and merchandise. Retail fuel cost of sales represents the cost of purchased fuel, including transportation costs and associated excise taxes. Merchandise cost of sales includes the delivered cost of merchandise purchases, net of merchandise rebates and commissions. Cost of sales excludes depreciation and amortization expense, which is presented separately in the consolidated statements of operations.

Direct Operating Expenses. Direct operating expenses, which relate to our refining and marketing and asphalt segments, include costs associated with the actual operations of our refineries and asphalt terminals, such as energy and utility costs, routine maintenance, labor, insurance and environmental compliance costs.

Selling, General and Administrative Expenses. Selling, general and administrative, or SG&A, expenses consist primarily of costs relating to the operations of our convenience stores, including labor, utilities, maintenance and retail corporate overhead costs. Corporate overhead and marketing expenses are also included in SG&A expenses for the refining and marketing and asphalt segments.

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ALON USA ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED

Summary Financial Tables. The following tables provide summary financial data and selected key operating statistics for us and our three operating segments for years ended December 31, 2014, 2013 and 2012. The summary financial data for our three operating segments does not include certain SG&A expenses and depreciation and amortization related to our corporate headquarters. The following data should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.



	Year Ended December 31,
	2014			2013			2012
	(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Net sales (1)	$	6,779,456		$	7,046,381		$	8,017,741
Operating costs and expenses:
Cost of sales	6,002,270			6,325,088			7,149,385
Direct operating expenses	281,686			287,752			313,242
Selling, general and administrative expenses (2)	170,139			168,172			161,401
Depreciation and amortization (3)	124,063			125,494			121,929
Total operating costs and expenses	6,578,158			6,906,506			7,745,957
Gain (loss) on disposition of assets	274			9,558			(2,309		)
Operating income	201,572			149,433			269,475
Interest expense (4)	(111,143		)	(94,694		)	(129,572		)
Equity earnings of investees	1,678			5,309			7,162
Other income (loss), net (5)	674			218			(6,584		)
Income before income tax expense	92,781			60,266			140,481
Income tax expense	22,913			12,151			49,884
Net income	69,868			48,115			90,597
Net income attributable to non-controlling interest	31,411			25,129			11,463
Net income available to stockholders	$	38,457		$	22,986		$	79,134
Earnings per share, basic	$	0.56		$	0.33		$	1.29
Weighted average shares outstanding, basic (in thousands)	68,985			63,538			57,501
Earnings per share, diluted	$	0.55		$	0.32		$	1.24
Weighted average shares outstanding, diluted (in thousands)	69,373			64,852			63,917
Cash dividends per share	$	0.53		$	0.38		$	0.16
CASH FLOW DATA:
Net cash provided by (used in):
Operating activities	$	193,658		$	162,233		$	387,810
Investing activities	(108,995		)	(51,441		)	(104,980		)
Financing activities	(94,201		)	(2,589		)	(323,600		)
OTHER DATA:
Adjusted EBITDA (6)	$	327,713		$	270,896		$	394,291
Capital expenditures (7)	88,429			68,513			93,901
Capital expenditures for turnarounds and catalysts	62,473			8,617			11,460

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	As of December 31,
	2014		2013
BALANCE SHEET DATA (end of period):	(dollars in thousands)
Cash and cash equivalents	$	214,961	$	224,499
Working capital	126,665		60,863
Total assets	2,200,874		2,245,140
Total debt	563,687		612,248
Total debt less cash and cash equivalents	348,726		387,749
Total equity	673,778		625,404


(1)	Includes excise taxes on sales by the retail segment of $75,409, $73,597 and $66,563 for the years ended December 31, 2014, 2013 and 2012, respectively.


(2)	Includes corporate headquarters selling, general and administrative expenses of $705, $721 and $960 for the years ended December 31, 2014, 2013 and 2012, respectively, which are not allocated to our three operating segments.


(3)	Includes corporate depreciation and amortization of $2,399, $2,673 and $2,127 for the years ended December 31, 2014, 2013 and 2012, respectively, which are not allocated to our three operating segments.


(4)	Interest expense for the year ended December 31, 2013 includes charges of $8,467 for a prepayment premium and write-offs of unamortized original issuance discount and debt issuance costs recognized for the prepayment of a portion of the Alon Refining Krotz Springs senior secured notes.

Interest expense for the year ended December 31, 2012 includes a charge of $9,624 for the write-off of unamortized original issuance discount associated with the repayment of the Alon Brands Term Loan and charges of $27,576 for the write-offs of unamortized original issuance discount and debt issuance costs recognized for the repayment of the Alon USA Energy, Inc. term loan credit facilities.


(5)	Other income (loss), net for the year ended December 31, 2012 is substantially the loss on heating oil call option crack spread contracts.


(6)	See “Reconciliation of Amounts Reported Under Generally Accepted Accounting Principles” for information regarding our definition of Adjusted EBITDA, its limitations as an analytical tool and a reconciliation of net income available to stockholders to Adjusted EBITDA for the periods presented.


(7)	Includes corporate capital expenditures of $2,756, $881 and $2,228 for the years ended December 31, 2014, 2013 and 2012, respectively, which are not allocated to our three operating segments.

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REFINING AND MARKETING SEGMENT
	Year Ended December 31,
	2014			2013		2012
	(dollars in thousands, except per barrel data and pricing statistics)
STATEMENT OF OPERATIONS DATA:
Net sales (1)	$	5,937,982		$	6,090,688	$	7,241,935
Operating costs and expenses:
Cost of sales	5,329,605			5,561,825		6,551,483
Direct operating expenses	241,833			244,759		278,725
Selling, general and administrative expenses	56,004			52,846		51,215
Depreciation and amortization	104,676			105,597		103,638
Total operating costs and expenses	5,732,118			5,965,027		6,985,061
Gain (loss) on disposition of assets	(1,255		)	7,359		(2,502		)
Operating income	$	204,609		$	133,020	$	254,372
KEY OPERATING STATISTICS:
Per barrel of throughput:
Refinery operating margin – Big Spring (2)	$	16.69		$	14.59	$	23.50
Refinery operating margin – CA Refineries (2)	N/A			N/A		2.36
Refinery operating margin – Krotz Springs (2)	7.57			6.16		8.30
Refinery direct operating expense – Big Spring (3)	4.39			4.53		4.00
Refinery direct operating expense – CA Refineries (3)	N/A			N/A		12.59
Refinery direct operating expense – Krotz Springs (3)	4.12			4.09		3.85
Capital expenditures	$	63,148		$	40,272	$	68,112
Capital expenditures for turnarounds and catalysts	62,473			8,617		11,460
PRICING STATISTICS:
Crack spreads (3/2/1) (per barrel):
Gulf Coast	$	14.52		$	19.16	$	27.43
Crack spreads (2/1/1) (per barrel):
Gulf Coast high sulfur diesel	$	9.76		$	7.89	$	11.29
WTI Cushing crude oil (per barrel)	$	93.10		$	97.97	$	94.14
Crude oil differentials (per barrel):
WTI Cushing less WTI Midland	$	6.93		$	2.59	$	2.92
WTI Cushing less WTS	6.04			3.72		4.09
LLS less WTI Cushing	3.85			11.06		16.46
Brent less LLS	3.45			1.35		0.73
Brent less WTI Cushing	7.30			12.41		17.19
Product price (dollars per gallon):
Gulf Coast unleaded gasoline	$	2.49		$	2.70	$	2.82
Gulf Coast ultra-low sulfur diesel	2.71			2.97		3.05
Gulf Coast high sulfur diesel	2.59			2.87		2.99
Natural gas (per MMBtu)	4.26			3.73		2.83

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THROUGHPUT AND PRODUCTION DATA: BIG SPRING REFINERY	Year Ended December 31,
THROUGHPUT AND PRODUCTION DATA: BIG SPRING REFINERY	2014			2013			2012
	bpd	%		bpd	%		bpd	%
Refinery throughput:
WTS crude	30,323	45.9		43,705	65.1		52,190	75.7
WTI crude	32,429	49.1		20,706	30.9		14,396	20.9
Blendstocks	3,281	5.0		2,692	4.0		2,360	3.4
Total refinery throughput (4)	66,033	100.0		67,103	100.0		68,946	100.0
Refinery production:
Gasoline	32,932	49.7		33,736	50.4		34,637	50.3
Diesel/jet	23,252	35.1		22,404	33.5		22,329	32.5
Asphalt	2,716	4.1		3,640	5.4		4,084	5.9
Petrochemicals	3,756	5.7		4,152	6.2		4,054	5.9
Other	3,565	5.4		3,033	4.5		3,706	5.4
Total refinery production (5)	66,221	100.0		66,965	100.0		68,810	100.0
Refinery utilization (6)		97.2	%		94.9	%		97.3	%



THROUGHPUT AND PRODUCTION DATA: CALIFORNIA REFINERIES	Year Ended December 31,
THROUGHPUT AND PRODUCTION DATA: CALIFORNIA REFINERIES	2014			2013			2012
	bpd	%		bpd	%		bpd	%
Refinery throughput:
Medium sour crude	—	—		—	—		9,071	50.7
Heavy crude	—	—		—	—		8,038	45.0
Blendstocks	—	—		—	—		768	4.3
Total refinery throughput (4)	—	—		—	—		17,877	100.0
Refinery production:
Gasoline	—	—		—	—		3,716	20.8
Diesel/jet	—	—		—	—		6,503	36.4
Asphalt	—	—		—	—		4,580	25.6
Heavy unfinished	—	—		—	—		2,603	14.6
Other	—	—		—	—		462	2.6
Total refinery production (5)	—	—		—	—		17,864	100.0
Refinery utilization (6)		—	%		—	%		23.6	%



THROUGHPUT AND PRODUCTION DATA: KROTZ SPRINGS REFINERY	Year Ended December 31,
THROUGHPUT AND PRODUCTION DATA: KROTZ SPRINGS REFINERY	2014			2013			2012
	bpd	%		bpd	%		bpd	%
Refinery throughput:
WTI crude	28,373	40.3		29,580	45.7		20,111	29.6
Gulf Coast sweet crude	39,636	56.4		33,233	51.4		46,924	69.2
Blendstocks	2,336	3.3		1,892	2.9		842	1.2
Total refinery throughput (4)	70,345	100.0		64,705	100.0		67,877	100.0
Refinery production:
Gasoline	32,925	45.9		29,432	44.6		29,081	42.4
Diesel/jet	30,060	41.9		26,508	40.2		28,466	41.4
Heavy Oils	1,146	1.6		1,175	1.8		2,709	3.9
Other	7,579	10.6		8,857	13.4		8,464	12.3
Total refinery production (5)	71,710	100.0		65,972	100.0		68,720	100.0
Refinery utilization (6)		91.9	%		85.9	%		90.6	%

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(1)	Net sales include intersegment sales to our asphalt and retail segments at prices which approximate wholesale market prices. These intersegment sales are eliminated through consolidation of our financial statements.

(2)

Refinery operating margin is a per barrel measurement calculated by dividing the margin between net sales and cost of sales (exclusive of substantial hedge positions) attributable to each refinery by its throughput volumes. Industry-wide refining results are driven and measured by the margins between refined product prices and the prices for crude oil, which are referred to as crack spreads. We compare our refinery operating margins to these crack spreads to assess our operating performance relative to other participants in our industry.

The refinery operating margin for the years ended December 31, 2014, 2013 and 2012 excludes gains (losses) on commodity swaps of $4,660, $23,900 and ($116,020), respectively.


(3)	Refinery direct operating expense is a per barrel measurement calculated by dividing direct operating expenses at our refineries by the applicable refinery’s total throughput volumes.


(4)	Total refinery throughput represents the total barrels per day of crude oil and blendstock inputs in the refinery production process.


(5)	Total refinery production represents the barrels per day of various products produced from processing crude and other refinery feedstocks through the crude units and other conversion units at the refineries.


(6)	Refinery utilization represents average daily crude oil throughput divided by crude oil capacity, excluding planned periods of downtime for maintenance and turnarounds.

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ASPHALT SEGMENT
	Year Ended December 31,
	2014			2013			2012
	(dollars in thousands, except per ton data)
STATEMENT OF OPERATIONS DATA:
Net sales (1)	$	457,412		$	612,443		$	603,896
Operating costs and expenses:
Cost of sales (1) (2)	431,931			558,263			563,516
Direct operating expenses	39,853			42,993			34,517
Selling, general and administrative expenses	7,874			8,886			4,230
Depreciation and amortization	4,747			6,398			5,866
Total operating costs and expenses	484,405			616,540			608,129
Gain on disposition of assets	1,396			—			505
Operating loss	$	(25,597	)	$	(4,097	)	$	(3,728	)
KEY OPERATING STATISTICS:
Blended asphalt sales volume (tons in thousands) (3)	516			701			842
Non-blended asphalt sales volume (tons in thousands) (4)	65			88			105
Blended asphalt sales price per ton (3)	$	571.18		$	573.87		$	589.63
Non-blended asphalt sales price per ton (4)	397.91			372.00			372.36
Asphalt margin per ton (5)	43.86			68.67			42.64
Capital expenditures	$	5,777		$	9,425		$	9,420


(1)	Net sales and cost of sales include asphalt purchases sold as part of a supply and offtake arrangement of approximately $137,000, $177,000 and $68,000 for the years ended December 31, 2014, 2013 and 2012, respectively. The volumes associated with these sales are excluded from the Key Operating Statistics.


(2)	Cost of sales includes intersegment purchases of asphalt blends from our refining and marketing segment at prices which approximate wholesale market prices. These intersegment purchases are eliminated through consolidation of our financial statements.


(3)	Blended asphalt represents base asphalt that has been blended with other materials necessary to sell the asphalt as a finished product.


(4)	Non-blended asphalt represents base material asphalt and other components that require additional blending before being sold as a finished product.


(5)	Asphalt margin is a per ton measurement calculated by dividing the margin between net sales and cost of sales by the total sales volume. Asphalt margins are used in the asphalt industry to measure operating results related to asphalt sales.

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RETAIL SEGMENT
	Year Ended December 31,
	2014			2013			2012
	(dollars in thousands, except per gallon data)
STATEMENT OF OPERATIONS DATA:
Net sales (1)	$	939,684		$	944,193		$	907,918
Operating costs and expenses:
Cost of sales (2)	796,356			805,943			770,394
Selling, general and administrative expenses	105,556			105,719			104,996
Depreciation and amortization	12,241			10,826			10,298
Total operating costs and expenses	914,153			922,488			885,688
Gain (loss) on disposition of assets	134			2,199			(312		)
Operating income	$	25,665		$	23,904		$	21,918
KEY OPERATING STATISTICS:
Number of stores (end of period) (3)	295			297			298
Retail fuel sales (thousands of gallons)	192,582			188,493			170,848
Retail fuel sales (thousands of gallons per site per month) (3)	57			55			50
Retail fuel margin (cents per gallon) (4)	21.6			19.3			20.2
Retail fuel sales price (dollars per gallon) (5)	$	3.20		$	3.33		$	3.47
Merchandise sales	$	322,262		$	316,432		$	315,082
Merchandise sales (per site per month) (3)	$	91		$	89		$	88
Merchandise margin (6)	31.4		%	32.1		%	32.5		%
Capital expenditures	$	16,748		$	17,935		$	14,141


(1)	Includes excise taxes on sales of $75,409, $73,597 and $66,563 for the years ended December 31, 2014, 2013 and 2012, respectively.


(2)	Cost of sales includes intersegment purchases of motor fuels from our refining and marketing segment at prices which approximate wholesale market prices. These intersegment purchases are eliminated through consolidation of our financial statements.


(3)	At December 31, 2014, we had 295 retail convenience stores of which 283 sold fuel. At December 31, 2013, we had 297 retail convenience stores of which 285 sold fuel. At December 31, 2012, we had 298 retail convenience stores of which 286 sold fuel.


(4)	Retail fuel margin represents the difference between retail fuel sales revenue and the net cost of purchased retail fuel, including transportation costs and associated excise taxes, expressed on a cents-per-gallon basis. Retail fuel margins are frequently used in the retail industry to measure operating results related to retail fuel sales.


(5)	Retail fuel sales price per gallon represents the average sales price for retail fuels sold through our retail convenience stores.


(6)	Merchandise margin represents the difference between merchandise sales revenues and the delivered cost of merchandise purchases, net of rebates and commissions, expressed as a percentage of merchandise sales revenues. Merchandise margins, also referred to as in-store margins, are commonly used in the retail convenience store industry to measure in-store, or non-fuel, operating results.

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Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

Net Sales

Consolidated. Net sales for the year ended December 31, 2014 were $6,779.5 million, compared to $7,046.4 million for the year ended December 31, 2013, a decrease of $266.9 million. This decrease was primarily due to lower refined product prices, partially offset by higher combined refinery throughput.

Refining and Marketing Segment. Net sales for our refining and marketing segment were $5,938.0 million for the year ended December 31, 2014, compared to $6,090.7 million for the year ended December 31, 2013, a decrease of $152.7 million. This decrease was primarily due to lower refined product prices, partially offset by higher combined refinery throughput for the year ended December 31, 2014 compared to the year ended December 31, 2013.

Combined refinery average throughput for the year ended December 31, 2014 was 136,378 bpd, consisting of 66,033 bpd at the Big Spring refinery and 70,345 bpd at the Krotz Springs refinery, compared to a combined refinery average throughput of 131,808 bpd for the year ended December 31, 2013, consisting of 67,103 bpd at the Big Spring refinery and 64,705 bpd at the Krotz Springs refinery. The lower refinery throughput at the Big Spring refinery was the result of downtime necessary to complete both the planned turnaround and the vacuum tower project during the second quarter of 2014. Refinery throughput at the Krotz Springs refinery was lower for 2013 due to the unplanned shut down and repair of the reformer unit for approximately one month.

Refined product prices decreased during the year ended December 31, 2014 compared to the year ended December 31, 2013. The average per gallon price of Gulf Coast gasoline for the year ended December 31, 2014 decreased $0.21, or 7.8%, to $2.49, compared to $2.70 for the year ended December 31, 2013. The average per gallon price of Gulf Coast ultra-low sulfur diesel for the year ended December 31, 2014 decreased $0.26, or 8.8%, to $2.71, compared to $2.97 for the year ended December 31, 2013. The average per gallon price for Gulf Coast high sulfur diesel for the year ended December 31, 2014 decreased $0.28, or 9.8%, to $2.59, compared to $2.87 for the year ended December 31, 2013.

Asphalt Segment. Net sales for our asphalt segment were $457.4 million for the year ended December 31, 2014, compared to $612.4 million for the year ended December 31, 2013, a decrease of $155.0 million, or 25.3%. This decrease was primarily due to lower asphalt sales as part of a supply and offtake arrangement of approximately $40.0 million and decreased sales volumes associated with reduced asphalt demand in local markets in which we operate. The asphalt sales volume decreased 26.4% to 581 thousand tons for the year ended December 31, 2014 from 789 thousand tons for the year ended December 31, 2013.

Retail Segment. Net sales for our retail segment were $939.7 million for the year ended December 31, 2014, compared to $944.2 million for the year ended December 31, 2013, a decrease of $4.5 million, or 0.5%. This decrease was primarily due to lower retail fuel sales prices, partially offset by higher retail fuel sales volumes and merchandise sales.

Cost of Sales

Consolidated. Cost of sales for the year ended December 31, 2014 were $6,002.3 million, compared to $6,325.1 million for the year ended December 31, 2013, a decrease of $322.8 million, or 5.1%. This decrease was primarily due to lower crude oil prices, partially offset by higher combined refinery throughput.

Refining and Marketing Segment. Cost of sales for our refining and marketing segment were $5,329.6 million for the year ended December 31, 2014, compared to $5,561.8 million for the year ended December 31, 2013, a decrease of $232.2 million, or 4.2%. This decrease was primarily due to lower crude oil prices, partially offset by higher combined refinery throughput and higher RINs costs. The average price of WTI Cushing decreased 5.0% to $93.10 per barrel for the year ended December 31, 2014 from $97.97 per barrel for the year ended December 31, 2013. Cost of sales for the year ended December 31, 2014 includes $27.1 million of costs to purchase RINs needed to satisfy our obligation to blend biofuels into the products we produce, compared to RINs costs of $14.9 million for the year ended December 31, 2013.

Asphalt Segment. Cost of sales for our asphalt segment were $431.9 million for the year ended December 31, 2014, compared to $558.3 million for the year ended December 31, 2013, a decrease of $126.4 million, or 22.6%. This decrease was primarily due to decreased sales volumes and lower asphalt purchases as part of a supply and offtake arrangement of approximately $40.0 million, partially offset by higher costs of asphalt purchased during the year ended December 31, 2014 compared to the year ended December 31, 2013.

Retail Segment. Cost of sales for our retail segment were $796.4 million for the year ended December 31, 2014, compared to $805.9 million for the year ended December 31, 2013, a decrease of $9.5 million, or 1.2%. This decrease was primarily due to lower retail fuel prices, partially offset by higher retail fuel sales volumes and merchandise costs.

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Direct Operating Expenses

Consolidated. Direct operating expenses were $281.7 million for the year ended December 31, 2014, compared to $287.8 million for the year ended December 31, 2013, a decrease of $6.1 million, or 2.1%.

Refining and Marketing Segment. Direct operating expenses for our refining and marketing segment for the year ended December 31, 2014 were $241.8 million, compared to $244.8 million for the year ended December 31, 2013, a decrease of $3.0 million, or 1.2%. This decrease was primarily due to lower major maintenance and insurance costs, partially offset by higher natural gas costs during the year ended December 31, 2014.

Asphalt Segment. Direct operating expenses for our asphalt segment for the year ended December 31, 2014 were $39.9 million, compared to $43.0 million for the year ended December 31, 2013, a decrease of $3.1 million, or 7.2%. This decrease was primarily due to reduced insurance costs during the year ended December 31, 2014.

Selling, General and Administrative Expenses

Consolidated. SG&A expenses for the year ended December 31, 2014 were $170.1 million, compared to $168.2 million for the year ended December 31, 2013, an increase of $1.9 million, or 1.1%. This increase was primarily due to higher employee related costs during the year ended December 31, 2014.

Refining and Marketing Segment. SG&A expenses for our refining and marketing segment for the year ended December 31, 2014 were $56.0 million, compared to $52.8 million for the year ended December 31, 2013, an increase of $3.2 million, or 6.1%. This increase was primarily due to higher employee related costs during the year ended December 31, 2014.

Asphalt Segment. SG&A expenses for our asphalt segment for the year ended December 31, 2014 were $7.9 million, compared to $8.9 million for the year ended December 31, 2013, a decrease of $1.0 million, or 11.2%. This decrease was primarily due to lower corporate expense allocated to the asphalt segment, partially offset by higher employee related costs during the year ended December 31, 2014.

Retail Segment. SG&A expenses for our retail segment for the year ended December 31, 2014 were $105.6 million, compared to $105.7 million for the year ended December 31, 2013, a decrease of $0.1 million, or 0.1%.

Depreciation and Amortization

Depreciation and amortization for the year ended December 31, 2014 was $124.1 million, compared to $125.5 million for the year ended December 31, 2013, a decrease of $1.4 million, or 1.1%.

Operating Income

Consolidated. Operating income for the year ended December 31, 2014 was $201.6 million, compared to $149.4 million for the year ended December 31, 2013, an increase of $52.2 million. This increase was primarily due to higher refinery operating margins and lower direct operating expenses during the year ended December 31, 2014.

Refining and Marketing Segment. Operating income for our refining and marketing segment was $204.6 million for the year ended December 31, 2014, compared to $133.0 million for the year ended December 31, 2013, an increase of $71.6 million. This increase was primarily due to higher refinery operating margins and higher combined refinery throughput, partially offset by impacts from derivative transactions during the year ended December 31, 2014. Operating income for the year ended December 31, 2014 includes gains on commodity swaps of $4.7 million, compared to gains on commodity swaps of $23.9 million for the year ended December 31, 2013.

Refinery operating margin at the Big Spring refinery was $16.69 per barrel for the year ended December 31, 2014, compared to $14.59 per barrel for the year ended December 31, 2013. This increase in operating margin was primarily due to a widening of both the WTI Cushing to WTS spread and the WTI Cushing to WTI Midland spread, partially offset by a lower Gulf Coast 3/2/1 crack spread. The WTI Cushing to WTS spread for the year ended December 31, 2014 was $6.04 per barrel, compared to $3.72 per barrel for the year ended December 31, 2013. The WTI Cushing to WTI Midland spread for the year ended December 31, 2014 was $6.93 per barrel, compared to $2.59 per barrel for the year ended December 31, 2013. The average Gulf Coast 3/2/1 crack spread decreased 24.2% to $14.52 per barrel for the year ended December 31, 2014, compared to $19.16 per barrel for the year ended December 31, 2013, which was primarily influenced by a decrease in the Brent to WTI Cushing spread. The average Brent to WTI Cushing spread for the year ended December 31, 2014 was $7.30 per barrel compared to $12.41 per barrel for the year ended December 31, 2013.

Refinery operating margin at the Krotz Springs refinery was $7.57 per barrel for the year ended December 31, 2014, compared to $6.16 per barrel for the year ended December 31, 2013. This increase in operating margin was primarily due to a higher Gulf Coast 2/1/1 high sulfur diesel crack spread and a widening WTI Cushing to WTI Midland spread, partially offset by a narrowing LLS to WTI Cushing spread and the impact of RINs costs during the year ended December 31, 2014. The

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average Gulf Coast 2/1/1 high sulfur diesel crack spread for the year ended December 31, 2014 was $9.76 per barrel, compared to $7.89 per barrel for the year ended December 31, 2013, which was primarily influenced by an increase in the Brent to LLS spread. The average Brent to LLS spread for the year ended December 31, 2014 was $3.45 per barrel compared to $1.35 per barrel for the year ended December 31, 2013. The LLS to WTI Cushing spread for the year ended December 31, 2014 was $3.85 per barrel, compared to $11.06 per barrel for the year ended December 31, 2013. The Krotz Springs refinery operating margin was impacted by RINs costs of $21.4 million, or $0.83 per barrel of throughput, for the year ended December 31, 2014. The Krotz Springs refinery received an exemption from the RFS requirements for 2013 and as a result did not record costs associated with RINs.

Asphalt Segment. Operating loss for our asphalt segment was $25.6 million for the year ended December 31, 2014, compared to $4.1 million for the year ended December 31, 2013, an increase in loss of $21.5 million. This increase in loss was primarily due to lower asphalt margins and lower asphalt sales volumes associated with reduced asphalt demand in local markets in which we operate. Asphalt margins for the year ended December 31, 2014 were $43.86 per ton, compared to $68.67 per ton for the year ended December 31, 2013.

Retail Segment. Operating income for our retail segment was $25.7 million for the year ended December 31, 2014, compared to $23.9 million for the year ended December 31, 2013, an increase of $1.8 million. This increase was primarily due to higher retail fuel margins, higher retail fuel sales volumes and higher merchandise sales, partially offset by lower merchandise margins.

Interest Expense

Interest expense was $111.1 million for the year ended December 31, 2014, compared to $94.7 million for the year ended December 31, 2013, an increase of $16.4 million, or 17.3%. This increase was primarily due to higher financing costs associated with crude oil purchases under our supply and offtake agreements as a result of a backwardated crude oil market, partially offset by lower interest costs on the reduced balance of our long-term debt obligations during the year ended December 31, 2014. Interest expense for the year ended December 31, 2013 includes a charge of $8.5 million for a prepayment premium and write-offs of unamortized original issuance discount and debt issuance costs recognized for prepayment of a portion of the Alon Refining Krotz Springs senior secured notes.

Income Tax Expense

Income tax expense was $22.9 million for the year ended December 31, 2014, compared to $12.2 million for the year ended December 31, 2013. This increase resulted from our higher pre-tax income for the year ended December 31, 2014 compared to the year ended December 31, 2013, and an increase in the effective tax rate. Our effective tax rate was 24.7% for the year ended December 31, 2014, compared to an effective tax rate of 20.2% for the year ended December 31, 2013. The lower effective tax rate compared to the statutory rate was due to the impact of the non-controlling interest’s share of Partnership income.

Net Income Attributable to Non-controlling Interest

Net income attributable to non-controlling interest includes the proportional share of the Partnership’s income attributable to limited partner interests held by the public. Additionally, net income attributable to non-controlling interest includes the proportional share of net income related to non-voting common stock of our subsidiary, Alon Assets, Inc., owned by non-controlling interest shareholders. Net income attributable to non-controlling interest was $31.4 million for the year ended December 31, 2014, compared to $25.1 million for the year ended December 31, 2013, an increase of $6.3 million.

Net Income Available to Stockholders

Net income available to stockholders was $38.5 million for the year ended December 31, 2014, compared to $23.0 million for the year ended December 31, 2013, an increase of $15.5 million. This increase was attributable to the factors discussed above.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Net Sales

Consolidated. Net sales for the year ended December 31, 2013 were $7,046.4 million, compared to $8,017.7 million for the year ended December 31, 2012, a decrease of $971.3 million. This decrease was primarily due to lower refinery throughput and lower refined product prices.

Refining and Marketing Segment. Net sales for our refining and marketing segment were $6,090.7 million for the year ended December 31, 2013, compared to $7,241.9 million for the year ended December 31, 2012, a decrease of $1,151.2 million. This decrease was primarily due to lower refinery throughput and lower refined product prices for the year ended December 31, 2013.

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Combined refinery average throughput for the year ended December 31, 2013 was 131,808 bpd, consisting of 67,103 bpd at the Big Spring refinery and 64,705 bpd at the Krotz Springs refinery, compared to a combined refinery average throughput of 154,700 bpd for the year ended December 31, 2012, consisting of 68,946 bpd at the Big Spring refinery, 67,877 bpd at the Krotz Springs refinery and 17,877 bpd at the California refineries. The lower throughput for the year ended December 31, 2013 was primarily due to our California refineries not processing crude oil during the year, which had processed crude oil for approximately eight months during 2012. The reduced refinery throughput for the Krotz Springs refinery during 2013 reflects the impact of the unplanned shut down and repair of the reformer unit for approximately one month.

Refined product prices decreased for all of our products during the year ended December 31, 2013 compared to the year ended December 31, 2012. The average per gallon price of Gulf Coast gasoline for the year ended December 31, 2013 decreased $0.12, or 4.3%, to $2.70, compared to $2.82 for the year ended December 31, 2012. The average per gallon price of Gulf Coast ultra-low sulfur diesel for the year ended December 31, 2013 decreased $0.08, or 2.6%, to $2.97, compared to $3.05 for the year ended December 31, 2012. The average per gallon price for Gulf Coast high sulfur diesel for the year ended December 31, 2013 decreased $0.12, or 4.0%, to $2.87, compared to $2.99 for the year ended December 31, 2012.

Asphalt Segment. Net sales for our asphalt segment were

Alon USA Energy, Inc. - FORM 10-K - March 13, 2015

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