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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
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o
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM __________TO __________
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Delaware
(State of incorporation)
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74-2966572
(I.R.S. Employer Identification No.)
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12700 Park Central Dr., Suite 1600, Dallas, Texas
(Address of principal executive offices)
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75251
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value
$0.01 per share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Compensation Committee Charter;
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Audit Committee Charter;
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Nominating and Corporate Governance Committee Charter;
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Corporate Governance Guidelines; and
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Code of Business Conduct and Ethics.
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Name
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Age
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Position
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Alan Moret
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62
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Interim Chief Executive Officer
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Shai Even
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48
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Senior Vice President and Chief Financial Officer
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Claire A. Hart
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61
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Senior Vice President
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Michael Oster
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45
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Senior Vice President of Mergers and Acquisitions
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Jimmy C. Crosby
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57
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Senior Vice President of Refining
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James Ranspot
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46
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Senior Vice President, General Counsel and Secretary
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Scott Rowe
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58
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Senior Vice President of Asphalt Marketing
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Jeff Brorman*
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48
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Vice President of Refining — Big Spring
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Gregg Byers*
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62
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Vice President of Refining — Krotz Springs
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Kyle McKeen*
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53
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President and Chief Executive Officer of Alon Brands
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Josef Lipman*
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71
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President and Chief Executive Officer of SCS
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•
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being required, under certain circumstances, to pay a termination fee of $20 million, in the case of a payment by Delek to Alon, and $15 million, in the case of a payment by Alon to Delek;
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having to pay certain costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
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the focus of management of each of the companies on the Mergers instead of on pursuing other opportunities that may be beneficial to each company.
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changes in general economic conditions;
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•
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changes in the underlying demand for our products;
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•
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the availability, costs and price volatility of crude oil, other refinery feedstocks and refined products;
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•
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worldwide political conditions, particularly in significant oil producing regions such as the Middle East, West Africa and Latin America;
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•
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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;
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refinery utilization rates;
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infrastructure limitations;
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•
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the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to affect oil prices and maintain production controls;
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•
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the actions of customers and competitors;
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•
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disruptions due to equipment interruption, pipeline disruptions or failure at our or third-party facilities and other factors affecting transportation infrastructure;
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•
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the effects of transactions involving forward contracts and derivative instruments and general commodities speculation;
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•
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the execution of planned capital projects, including the build out of additional pipeline infrastructure;
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•
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the effects and costs of compliance with current and future federal, state and local environmental, economic, safety and other laws, policies and regulations;
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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
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•
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the development and marketing of alternative and competing fuels.
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•
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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;
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•
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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;
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•
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the counterparties to our futures contracts fail to perform under the contracts; or
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a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
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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;
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we may be limited in our ability to use operating cash flow in other areas of our business because we must dedicate a portion of these funds to make principal and interest payments on our debt;
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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
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we may not have sufficient flexibility to react to adverse changes in the economy, our business or the industries in which we operate.
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Sales Prices of our Common Stock
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Dividends per Common Share
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||||||||
Quarterly Period
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High
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Low
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2016
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Fourth Quarter
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$
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11.94
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$
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6.98
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$
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0.15
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Third Quarter
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8.74
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5.86
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0.15
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Second Quarter
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11.75
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5.92
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0.15
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First Quarter
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15.09
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9.20
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0.15
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2015
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Fourth Quarter
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$
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19.84
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$
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14.65
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$
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0.15
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Third Quarter
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23.29
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16.95
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0.15
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Second Quarter (1)
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19.09
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15.41
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0.15
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First Quarter
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17.15
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10.28
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0.10
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(1)
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Beginning in the second quarter of 2015, our board of directors increased the regular quarterly cash dividend from $0.10 per common share to $0.15 per common share.
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Exchange Date
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Number of Shares Issued
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Jeff D. Morris
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January 11, 2016
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116,347
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April 11, 2016
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116,347
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July 11, 2016
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116,347
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October 11, 2016
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116,347
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12/2011
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12/2012
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12/2013
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12/2014
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12/2015
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12/2016
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Alon
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$
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100.00
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$
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210.76
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$
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197.24
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$
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156.68
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$
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189.75
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$
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155.55
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S&P 500
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100.00
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116.00
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153.58
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174.60
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177.01
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198.18
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Peer Group
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100.00
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192.03
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273.97
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273.86
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364.52
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346.41
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Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
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(dollars in thousands, except per share data)
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STATEMENTS OF OPERATIONS DATA:
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Net sales
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$
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3,913,404
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$
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4,338,152
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$
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6,779,456
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$
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7,046,381
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$
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8,017,741
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Loss on impairment of goodwill (1)
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—
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(39,028
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)
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—
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—
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—
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Operating income (loss)
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(67,410
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)
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203,409
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201,572
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149,433
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269,475
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|||||
Net income (loss) available to stockholders
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(82,805
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)
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52,751
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38,457
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22,986
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79,134
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|||||
Earnings (loss) per share, basic
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$
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(1.17
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)
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$
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0.76
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$
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0.56
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$
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0.33
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$
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1.29
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Weighted average shares outstanding, basic
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70,739
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69,772
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68,985
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63,538
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57,501
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Earnings (loss) per share, diluted
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$
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(1.17
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)
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$
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0.75
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$
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0.55
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$
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0.32
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$
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1.24
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Weighted average shares outstanding, diluted
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70,739
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70,714
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69,373
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64,852
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63,917
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Cash dividends per common share
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$
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0.60
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$
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0.55
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$
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0.53
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$
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0.38
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$
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0.16
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||||||||||
BALANCE SHEET DATA:
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Cash and cash equivalents
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$
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136,302
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$
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234,127
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$
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214,961
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$
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224,499
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$
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116,296
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Working capital
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40,647
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78,694
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126,665
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60,863
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87,242
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|||||
Total assets
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2,110,159
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|
|
2,176,138
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2,191,644
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|
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2,235,024
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|
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2,211,061
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|||||
Total debt
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527,966
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|
|
555,962
|
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|
554,457
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|
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602,132
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574,504
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|
|||||
Total debt less cash and cash equivalents
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|
391,664
|
|
|
321,835
|
|
|
339,496
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|
|
377,633
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|
|
458,208
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|
|||||
Total equity
|
|
582,413
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|
|
664,160
|
|
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673,778
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|
|
625,404
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621,186
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(1)
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During the year ended December 31, 2015, we recognized a goodwill impairment loss of $39,028 related to our California refining reporting unit.
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•
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the possibility that the Mergers may not be consummated in a timely manner, or at all;
|
•
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the diversion of management in connection with the Mergers and our ability to realize the anticipated benefits of the Mergers;
|
•
|
changes in general economic conditions and capital markets;
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•
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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 WTI Cushing crude oil and WTS crude oil or WTI Midland crude oil;
|
•
|
changes in the spread between WTI Cushing crude oil and 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;
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•
|
termination of our Supply and Offtake Agreements with J. Aron & Company (“J. Aron”), which include all of our refineries and certain of our asphalt terminals, under which J. Aron is one of our largest suppliers of crude oil and one of our largest customers of refined products. Additionally, upon termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron at then current market prices;
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•
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changes in fuel and utility costs incurred by our facilities;
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•
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disruptions due to equipment interruption, pipeline disruptions or failures at our or third-party facilities;
|
•
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the execution of planned capital projects;
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•
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adverse changes in the credit ratings assigned to our debt instruments;
|
•
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the effects and cost of compliance with the RFS-2 program, including the availability, cost and price volatility of RINs;
|
•
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the effects and cost of compliance with current and future state and federal environmental, economic, safety and other laws, policies and regulations;
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•
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the effects of seasonality on demand for our products;
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•
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the level of competition from other petroleum refiners;
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•
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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;
|
•
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the effect of any national or international financial crisis on our business and financial condition; and
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•
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the other factors discussed in this Annual Report on Form 10-K under the caption “Risk Factors.”
|
•
|
Operating loss for
2016
was
$(67.4) million
, compared to operating income of
$203.4 million
in
2015
.
|
•
|
Combined refinery average throughput for
2016
was
139,243
bpd, compared to a combined refinery average throughput of
140,036
bpd in
2015
.
|
•
|
Refinery operating margin at the Big Spring refinery was
$8.28
per barrel in
2016
, compared to
$14.43
per barrel in
2015
. This decrease in operating margin was primarily due to a lower Gulf Coast 3/2/1 crack spread, a narrowing of the WTI Cushing to WTI Midland spread and increased RINs costs, partially offset by a widening of the WTI Cushing to WTS spread and an increased benefit from the contango market environment which reduced the cost of crude.
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•
|
Refinery operating margin at the Krotz Springs refinery was
$3.06
per barrel in
2016
compared to
$7.02
per barrel for
2015
. This decrease in operating margin was primarily due to a lower Gulf Coast 2/1/1 high sulfur diesel crack spread, a narrowing of both the WTI Cushing to WTI Midland and the LLS to WTI Cushing spreads and increased RINs costs, partially offset by an increased benefit from the contango market environment which reduced the cost of crude.
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•
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The average Gulf Coast 3/2/1 crack spread was
$12.64
per barrel for
2016
compared to
$17.02
per barrel for
2015
. The average Gulf Coast 2/1/1 high sulfur diesel crack spread for
2016
was
$7.95
per barrel compared to
$10.81
per barrel for
2015
.
|
•
|
The average WTI Cushing to WTI Midland spread for
2016
was
$0.15
per barrel compared to
$0.39
per barrel for
2015
. The average WTI Cushing to WTS spread for
2016
was
$0.73
per barrel compared to
$(0.06)
per barrel for
2015
. The average LLS to WTI Cushing spread for
2016
was
$1.70
per barrel compared to
$3.73
per barrel for
2015
. The average Brent to WTI Cushing spread for
2016
was
$0.21
per barrel compared to
$3.54
per barrel for
2015
. The average Brent to LLS spread for
2016
was
$(1.45)
per barrel compared to
$0.14
per barrel for
2015
.
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•
|
The average RINs cost effect on the Big Spring refinery operating margin was
$0.55
per barrel for
2016
, compared to
$0.42
per barrel for
2015
. The average RINs cost effect on the Krotz Springs refinery operating margin was
$1.48
per barrel for
2016
, compared to
$0.99
per barrel for
2015
.
|
•
|
The contango environment in
2016
created an average cost of crude benefit of
$1.24
per barrel compared to an average cost of crude benefit of
$1.01
per barrel for
2015
.
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•
|
We are the majority owner of a renewable fuels facility in California that began commercial production in February 2016. Through the facility, we generated an operating margin of
$68.67
per barrel from an average of
2,275
barrels per day of throughput for
2016
. Our statements of operations include operating income of $24.1 million in 2016 related to the facility’s operations.
|
•
|
Asphalt margins in
2016
were
$98.80
per ton compared to
$105.70
per ton in
2015
.
|
•
|
Retail fuel margins decreased to
19.8 cents
per gallon in
2016
from
21.3 cents
per gallon in
2015
. Retail fuel sales volume increased to
209.0 million
gallons in
2016
from
199.1 million
gallons in
2015
. Merchandise margins decreased to
31.2%
in
2016
from
31.9%
in
2015
. Merchandise sales decreased to
$324.4 million
in
2016
from
$328.5 million
in
2015
.
|
•
|
During 2016, we paid cash dividends on our common stock totaling
$0.60
per share, compared to $0.55 per share in 2015.
|
•
|
During 2016, the Partnership generated cash available for distribution of $0.40 per unit, compared to $2.81 per unit in 2015.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands, except per share data)
|
||||||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
|
|
||||||
Net sales (1)
|
$
|
3,913,404
|
|
|
$
|
4,338,152
|
|
|
$
|
6,779,456
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
3,376,803
|
|
|
3,515,406
|
|
|
6,002,270
|
|
|||
Direct operating expenses
|
262,706
|
|
|
255,534
|
|
|
281,686
|
|
|||
Selling, general and administrative expenses (2)
|
194,078
|
|
|
200,195
|
|
|
170,139
|
|
|||
Depreciation and amortization (3)
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Total operating costs and expenses
|
3,979,164
|
|
|
4,097,629
|
|
|
6,578,158
|
|
|||
Gain (loss) on disposition of assets
|
(1,650
|
)
|
|
1,914
|
|
|
274
|
|
|||
Loss on impairment of goodwill (4)
|
—
|
|
|
(39,028
|
)
|
|
—
|
|
|||
Operating income (loss)
|
(67,410
|
)
|
|
203,409
|
|
|
201,572
|
|
|||
Interest expense
|
(69,717
|
)
|
|
(79,826
|
)
|
|
(111,143
|
)
|
|||
Equity earnings of investees
|
9,813
|
|
|
6,669
|
|
|
1,678
|
|
|||
Other income, net
|
692
|
|
|
417
|
|
|
674
|
|
|||
Income (loss) before income tax expense (benefit)
|
(126,622
|
)
|
|
130,669
|
|
|
92,781
|
|
|||
Income tax expense (benefit)
|
(46,789
|
)
|
|
48,282
|
|
|
22,913
|
|
|||
Net income (loss)
|
(79,833
|
)
|
|
82,387
|
|
|
69,868
|
|
|||
Net income attributable to non-controlling interest
|
2,972
|
|
|
29,636
|
|
|
31,411
|
|
|||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
Earnings (loss) per share, basic
|
$
|
(1.17
|
)
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
Weighted average shares outstanding, basic (in thousands)
|
70,739
|
|
|
69,772
|
|
|
68,985
|
|
|||
Earnings (loss) per share, diluted
|
$
|
(1.17
|
)
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
Weighted average shares outstanding, diluted (in thousands)
|
70,739
|
|
|
70,714
|
|
|
69,373
|
|
|||
Cash dividends per share
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
CASH FLOW DATA:
|
|
|
|
|
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
59,516
|
|
|
$
|
226,065
|
|
|
$
|
193,658
|
|
Investing activities
|
(94,129
|
)
|
|
(160,011
|
)
|
|
(108,995
|
)
|
|||
Financing activities
|
(63,212
|
)
|
|
(46,888
|
)
|
|
(94,201
|
)
|
|||
OTHER DATA:
|
|
|
|
|
|
||||||
Adjusted EBITDA (5)
|
$
|
90,322
|
|
|
$
|
374,103
|
|
|
$
|
327,713
|
|
Capital expenditures (6)
|
58,644
|
|
|
101,195
|
|
|
88,429
|
|
|||
Capital expenditures for turnarounds and catalysts
|
29,806
|
|
|
35,348
|
|
|
62,473
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in thousands)
|
||||||
BALANCE SHEET DATA (end of period):
|
|
|
|
||||
Cash and cash equivalents
|
$
|
136,302
|
|
|
$
|
234,127
|
|
Working capital
|
40,647
|
|
|
78,694
|
|
||
Total assets
|
2,110,159
|
|
|
2,176,138
|
|
||
Total debt
|
527,966
|
|
|
555,962
|
|
||
Total debt less cash and cash equivalents
|
391,664
|
|
|
321,835
|
|
||
Total equity
|
582,413
|
|
|
664,160
|
|
(1)
|
Includes excise taxes on sales by the retail segment of
$81,602
,
$77,860
and
$75,409
for the
years
ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(2)
|
Includes corporate headquarters selling, general and administrative expenses of
$738
,
$713
and
$705
for the
years
ended
December 31, 2016
,
2015
and
2014
, respectively, which are not allocated to our three operating segments.
|
(3)
|
Includes corporate depreciation and amortization of
$2,710
,
$1,552
and
$2,399
for the
years
ended
December 31, 2016
,
2015
and
2014
, respectively, which are not allocated to our three operating segments.
|
(4)
|
During the year ended December 31, 2015, we recognized a goodwill impairment loss of $39,028 related to our California refining reporting unit.
|
(5)
|
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.
|
(6)
|
Includes corporate capital expenditures of
$3,348
,
$5,388
and
$2,756
for the
years
ended
December 31, 2016
,
2015
and
2014
, respectively, which are not allocated to our three operating segments.
|
REFINING AND MARKETING SEGMENT
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands, except per barrel data and pricing statistics)
|
||||||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
|
|
||||||
Net sales (1)
|
$
|
3,240,170
|
|
|
$
|
3,663,956
|
|
|
$
|
5,937,982
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
2,905,470
|
|
|
3,034,531
|
|
|
5,329,605
|
|
|||
Direct operating expenses
|
237,053
|
|
|
227,517
|
|
|
241,833
|
|
|||
Selling, general and administrative expenses
|
68,210
|
|
|
79,022
|
|
|
56,004
|
|
|||
Depreciation and amortization
|
124,304
|
|
|
107,619
|
|
|
104,676
|
|
|||
Total operating costs and expenses
|
3,335,037
|
|
|
3,448,689
|
|
|
5,732,118
|
|
|||
Gain (loss) on disposition of assets
|
(2,079
|
)
|
|
1,842
|
|
|
(1,255
|
)
|
|||
Loss on impairment of goodwill (2)
|
—
|
|
|
(39,028
|
)
|
|
—
|
|
|||
Operating income (loss)
|
$
|
(96,946
|
)
|
|
$
|
178,081
|
|
|
$
|
204,609
|
|
KEY OPERATING STATISTICS:
|
|
|
|
|
|
||||||
Per barrel of throughput:
|
|
|
|
|
|
||||||
Refinery operating margin – Big Spring (3)
|
$
|
8.28
|
|
|
$
|
14.43
|
|
|
$
|
16.69
|
|
Refinery operating margin – Krotz Springs (3)
|
3.06
|
|
|
7.02
|
|
|
7.57
|
|
|||
California renewable fuels operating margin (4)
|
68.67
|
|
|
N/A
|
|
|
N/A
|
|
|||
Refinery direct operating expense – Big Spring (5)
|
3.73
|
|
|
3.62
|
|
|
4.39
|
|
|||
Refinery direct operating expense – Krotz Springs (5)
|
3.78
|
|
|
4.03
|
|
|
4.12
|
|
|||
California renewable fuels direct operating expense (5)
|
22.12
|
|
|
N/A
|
|
|
N/A
|
|
|||
Capital expenditures
|
$
|
48,672
|
|
|
$
|
73,429
|
|
|
$
|
63,148
|
|
Capital expenditures for turnarounds and catalysts
|
29,806
|
|
|
35,348
|
|
|
62,473
|
|
|||
PRICING STATISTICS:
|
|
|
|
|
|
||||||
Crack spreads (3/2/1) (per barrel):
|
|
|
|
|
|
||||||
Gulf Coast
|
$
|
12.64
|
|
|
$
|
17.02
|
|
|
$
|
14.52
|
|
Crack spreads (2/1/1) (per barrel):
|
|
|
|
|
|
||||||
Gulf Coast high sulfur diesel
|
$
|
7.95
|
|
|
$
|
10.81
|
|
|
$
|
9.76
|
|
WTI Cushing crude oil (per barrel)
|
$
|
43.24
|
|
|
$
|
48.68
|
|
|
$
|
93.10
|
|
Crude oil differentials (per barrel):
|
|
|
|
|
|
||||||
WTI Cushing less WTI Midland
|
$
|
0.15
|
|
|
$
|
0.39
|
|
|
$
|
6.93
|
|
WTI Cushing less WTS
|
0.73
|
|
|
(0.06
|
)
|
|
6.04
|
|
|||
LLS less WTI Cushing
|
1.70
|
|
|
3.73
|
|
|
3.85
|
|
|||
Brent less WTI Cushing
|
0.21
|
|
|
3.54
|
|
|
6.19
|
|
|||
Brent less LLS
|
(1.45
|
)
|
|
0.14
|
|
|
3.45
|
|
|||
Product price (dollars per gallon):
|
|
|
|
|
|
||||||
Gulf Coast unleaded gasoline
|
$
|
1.34
|
|
|
$
|
1.56
|
|
|
$
|
2.49
|
|
Gulf Coast ultra-low sulfur diesel
|
1.32
|
|
|
1.58
|
|
|
2.71
|
|
|||
Gulf Coast high sulfur diesel
|
1.18
|
|
|
1.45
|
|
|
2.59
|
|
|||
Natural gas (per MMBtu)
|
2.55
|
|
|
2.63
|
|
|
4.26
|
|
THROUGHPUT AND PRODUCTION DATA:
BIG SPRING REFINERY
|
Year Ended December 31,
|
||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||||
Refinery throughput:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WTS crude
|
31,000
|
|
|
43.4
|
|
|
33,647
|
|
|
44.9
|
|
|
30,323
|
|
|
45.9
|
|
WTI crude
|
36,862
|
|
|
51.7
|
|
|
38,632
|
|
|
51.6
|
|
|
32,429
|
|
|
49.1
|
|
Blendstocks
|
3,501
|
|
|
4.9
|
|
|
2,627
|
|
|
3.5
|
|
|
3,281
|
|
|
5.0
|
|
Total refinery throughput (6)
|
71,363
|
|
|
100.0
|
|
|
74,906
|
|
|
100.0
|
|
|
66,033
|
|
|
100.0
|
|
Refinery production:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gasoline
|
35,220
|
|
|
49.4
|
|
|
37,519
|
|
|
50.0
|
|
|
32,932
|
|
|
49.7
|
|
Diesel/jet
|
25,739
|
|
|
36.1
|
|
|
27,651
|
|
|
36.8
|
|
|
23,252
|
|
|
35.1
|
|
Asphalt
|
2,767
|
|
|
3.9
|
|
|
2,639
|
|
|
3.5
|
|
|
2,716
|
|
|
4.1
|
|
Petrochemicals
|
3,872
|
|
|
5.4
|
|
|
4,579
|
|
|
6.1
|
|
|
3,756
|
|
|
5.7
|
|
Other
|
3,740
|
|
|
5.2
|
|
|
2,678
|
|
|
3.6
|
|
|
3,565
|
|
|
5.4
|
|
Total refinery production (7)
|
71,338
|
|
|
100.0
|
|
|
75,066
|
|
|
100.0
|
|
|
66,221
|
|
|
100.0
|
|
Refinery utilization (8)
|
|
|
96.1
|
%
|
|
|
|
99.0
|
%
|
|
|
|
97.2
|
%
|
THROUGHPUT AND PRODUCTION DATA:
KROTZ SPRINGS REFINERY
|
Year Ended December 31,
|
||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||||
Refinery throughput:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WTI crude
|
19,990
|
|
|
29.4
|
|
|
22,408
|
|
|
34.4
|
|
|
28,373
|
|
|
40.3
|
|
Gulf Coast sweet crude
|
42,835
|
|
|
63.2
|
|
|
38,699
|
|
|
59.4
|
|
|
39,636
|
|
|
56.4
|
|
Blendstocks
|
5,055
|
|
|
7.4
|
|
|
4,023
|
|
|
6.2
|
|
|
2,336
|
|
|
3.3
|
|
Total refinery throughput (6)
|
67,880
|
|
|
100.0
|
|
|
65,130
|
|
|
100.0
|
|
|
70,345
|
|
|
100.0
|
|
Refinery production:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gasoline
|
33,706
|
|
|
48.8
|
|
|
30,193
|
|
|
45.5
|
|
|
32,925
|
|
|
45.9
|
|
Diesel/jet
|
26,346
|
|
|
38.1
|
|
|
27,259
|
|
|
41.0
|
|
|
30,060
|
|
|
41.9
|
|
Heavy Oils
|
1,238
|
|
|
1.8
|
|
|
1,165
|
|
|
1.8
|
|
|
1,146
|
|
|
1.6
|
|
Other
|
7,801
|
|
|
11.3
|
|
|
7,781
|
|
|
11.7
|
|
|
7,579
|
|
|
10.6
|
|
Total refinery production (7)
|
69,091
|
|
|
100.0
|
|
|
66,398
|
|
|
100.0
|
|
|
71,710
|
|
|
100.0
|
|
Refinery utilization (8)
|
|
|
84.9
|
%
|
|
|
|
91.3
|
%
|
|
|
|
91.9
|
%
|
THROUGHPUT AND PRODUCTION DATA:
CALIFORNIA RENEWABLE FUELS FACILITY
|
Year Ended December 31,
|
||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||
|
bpd
|
|
%
|
|
bpd
|
|
%
|
|
bpd
|
|
%
|
||||||
Throughput:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tallow/vegetable oils
|
2,275
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total throughput (6)
|
2,275
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Renewable diesel
|
1,998
|
|
|
89.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Renewable jet
|
149
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Naphtha
|
99
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total production (7)
|
2,246
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(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)
|
During the year ended December 31, 2015, we recognized a goodwill impairment loss of $39,028 related to our California refining reporting unit.
|
(3)
|
Refinery operating margin is a per barrel measurement calculated by dividing the margin between net sales and cost of sales (exclusive of certain adjustments) attributable to each refinery by the refinery’s 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.
|
(4)
|
The operating margin for our California renewable fuels facility is a per barrel measurement calculated by dividing the facility’s margin between net sales and cost of sales by the facility’s throughput volumes. Included in net sales are environmental credits in the form of RINs, California low-carbon fuel standards credits and blender’s tax credits generated by the facility.
|
(5)
|
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.
|
(6)
|
Total refinery throughput represents the total barrels per day of crude oil and blendstock inputs in the refinery production process. Total throughput for the California renewable fuels facility represents the total barrels per day of tallow and vegetable oils used by the facility for the period following March 1, 2016.
|
(7)
|
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. Total production for the California renewable fuels facility represents the barrels per day of various products produced from processing tallow and vegetable oils through the facility’s units for the period following March 1, 2016.
|
(8)
|
Refinery utilization represents average daily crude oil throughput divided by crude oil capacity, excluding planned periods of downtime for maintenance and turnarounds.
|
ASPHALT SEGMENT
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands, except per ton data)
|
||||||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
|
|
||||||
Net sales (1)
|
$
|
248,988
|
|
|
$
|
257,955
|
|
|
$
|
457,412
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (1) (2)
|
190,047
|
|
|
212,166
|
|
|
431,931
|
|
|||
Direct operating expenses
|
25,653
|
|
|
28,017
|
|
|
39,853
|
|
|||
Selling, general and administrative expenses
|
10,796
|
|
|
10,517
|
|
|
7,874
|
|
|||
Depreciation and amortization
|
5,044
|
|
|
4,892
|
|
|
4,747
|
|
|||
Total operating costs and expenses
|
231,540
|
|
|
255,592
|
|
|
484,405
|
|
|||
Gain on disposition of assets
|
—
|
|
|
—
|
|
|
1,396
|
|
|||
Operating income (loss) (5)
|
$
|
17,448
|
|
|
$
|
2,363
|
|
|
$
|
(25,597
|
)
|
KEY OPERATING STATISTICS:
|
|
|
|
|
|
||||||
Blended asphalt sales volume (tons in thousands) (3)
|
522
|
|
|
451
|
|
|
516
|
|
|||
Non-blended asphalt sales volume (tons in thousands) (4)
|
85
|
|
|
59
|
|
|
65
|
|
|||
Blended asphalt sales price per ton (3)
|
$
|
398.84
|
|
|
$
|
486.34
|
|
|
$
|
571.18
|
|
Non-blended asphalt sales price per ton (4)
|
146.36
|
|
|
231.00
|
|
|
397.91
|
|
|||
Asphalt margin per ton (5)
|
98.80
|
|
|
105.70
|
|
|
43.86
|
|
|||
Capital expenditures
|
$
|
3,001
|
|
|
$
|
3,385
|
|
|
$
|
5,777
|
|
(1)
|
Net sales and cost of sales include asphalt purchases sold as part of the supply and offtake arrangement of
$28,354
,
$24,988
and
$136,818
for the years ended
December 31, 2016
,
2015
and
2014
, 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 material 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.
|
RETAIL SEGMENT
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands, except per gallon data)
|
||||||||||
STATEMENTS OF OPERATIONS DATA:
|
|
|
|
|
|
||||||
Net sales (1)
|
$
|
731,743
|
|
|
$
|
774,435
|
|
|
$
|
939,684
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales (2)
|
588,783
|
|
|
626,903
|
|
|
796,356
|
|
|||
Selling, general and administrative expenses
|
114,334
|
|
|
109,943
|
|
|
105,556
|
|
|||
Depreciation and amortization
|
13,519
|
|
|
12,431
|
|
|
12,241
|
|
|||
Total operating costs and expenses
|
716,636
|
|
|
749,277
|
|
|
914,153
|
|
|||
Gain on disposition of assets
|
429
|
|
|
72
|
|
|
134
|
|
|||
Operating income
|
$
|
15,536
|
|
|
$
|
25,230
|
|
|
$
|
25,665
|
|
KEY OPERATING STATISTICS:
|
|
|
|
|
|
||||||
Number of stores (end of period) (3)
|
306
|
|
|
309
|
|
|
295
|
|
|||
Retail fuel sales (thousands of gallons)
|
208,963
|
|
|
199,147
|
|
|
192,582
|
|
|||
Retail fuel sales (thousands of gallons per site per month) (3)
|
59
|
|
|
58
|
|
|
57
|
|
|||
Retail fuel margin (cents per gallon) (4)
|
19.8
|
|
|
21.3
|
|
|
21.6
|
|
|||
Retail fuel sales price (dollars per gallon) (5)
|
$
|
1.95
|
|
|
$
|
2.24
|
|
|
$
|
3.20
|
|
Merchandise sales
|
$
|
324,434
|
|
|
$
|
328,505
|
|
|
$
|
322,262
|
|
Merchandise sales (per site per month) (3)
|
$
|
88
|
|
|
$
|
91
|
|
|
$
|
91
|
|
Merchandise margin (6)
|
31.2
|
%
|
|
31.9
|
%
|
|
31.4
|
%
|
|||
Capital expenditures
|
$
|
5,630
|
|
|
$
|
18,993
|
|
|
$
|
16,748
|
|
(1)
|
Includes excise taxes on sales of
$81,602
,
$77,860
and
$75,409
for the
years
ended
December 31, 2016
,
2015
and
2014
, 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, 2016
, we had
306
retail convenience stores of which
296
sold fuel. At
December 31, 2015
, we had
309
retail convenience stores of which
298
sold fuel. At
December 31, 2014
, we had
295
retail convenience stores of which
283
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 industry to measure in-store, or non-fuel, operating results.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
59,516
|
|
|
$
|
226,065
|
|
|
$
|
193,658
|
|
Investing activities
|
(94,129
|
)
|
|
(160,011
|
)
|
|
(108,995
|
)
|
|||
Financing activities
|
(63,212
|
)
|
|
(46,888
|
)
|
|
(94,201
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(97,825
|
)
|
|
$
|
19,166
|
|
|
$
|
(9,538
|
)
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Sustaining maintenance and turnarounds and catalysts
|
$
|
39,570
|
|
|
$
|
5,675
|
|
|
$
|
5,665
|
|
|
$
|
2,406
|
|
|
$
|
53,316
|
|
Growth/profit improvement
|
9,330
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
9,580
|
|
|||||
Regulatory projects
|
16,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,819
|
|
|||||
Total
|
$
|
65,719
|
|
|
$
|
5,675
|
|
|
$
|
5,915
|
|
|
$
|
2,406
|
|
|
$
|
79,715
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Less than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Long-term debt obligations
|
|
$
|
16,414
|
|
|
$
|
514,608
|
|
|
$
|
15,961
|
|
|
$
|
—
|
|
|
$
|
546,983
|
|
Operating lease obligations
|
|
35,134
|
|
|
44,360
|
|
|
17,388
|
|
|
31,652
|
|
|
128,534
|
|
|||||
Pipelines and terminals agreements (1)
|
|
43,425
|
|
|
59,597
|
|
|
33,869
|
|
|
8,930
|
|
|
145,821
|
|
|||||
Other commitments (2)
|
|
3,741
|
|
|
7,482
|
|
|
4,676
|
|
|
—
|
|
|
15,899
|
|
|||||
Total obligations
|
|
$
|
98,714
|
|
|
$
|
626,047
|
|
|
$
|
71,894
|
|
|
$
|
40,582
|
|
|
$
|
837,237
|
|
(1)
|
Balances represent the minimum committed volume multiplied by the tariff and terminal rates pursuant to the terms of the Pipelines and Terminals Agreement with Holly Energy Partners, LP, as well as our minimum requirements with Sunoco Pipeline, LP, Centurion Pipeline L.P. and Navigator Energy Services, LLC.
|
(2)
|
Other commitments include refinery maintenance services costs.
|
|
|
0.25-Percentage Point Change
|
||
Expected rate of return:
|
|
|
||
Effect on net periodic pension expense
|
|
$
|
227
|
|
Discount rate:
|
|
|
||
Effect on net periodic pension expense
|
|
606
|
|
|
Effect on projected benefit obligation
|
|
5,090
|
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
|
•
|
Adjusted EBITDA does not reflect the prior claim that non-controlling interest have on the income generated by non-wholly-owned subsidiaries;
|
•
|
Adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs; and
|
•
|
Our calculation of Adjusted EBITDA may differ from EBITDA calculations of other companies in our industry, limiting its usefulness as a comparative measure.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
Net income attributable to non-controlling interest
|
2,972
|
|
|
29,636
|
|
|
31,411
|
|
|||
Income tax expense (benefit)
|
(46,789
|
)
|
|
48,282
|
|
|
22,913
|
|
|||
Interest expense
|
69,717
|
|
|
79,826
|
|
|
111,143
|
|
|||
Depreciation and amortization
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Loss on impairment of goodwill
|
—
|
|
|
39,028
|
|
|
—
|
|
|||
(Gain) loss on disposition of assets
|
1,650
|
|
|
(1,914
|
)
|
|
(274
|
)
|
|||
Adjusted EBITDA
|
$
|
90,322
|
|
|
$
|
374,103
|
|
|
$
|
327,713
|
|
Description of Activity
|
|
Contract Volume
(in barrels)
|
|
Wtd Avg Purchase Price/BBL
|
|
Wtd Avg Sales
Price/BBL
|
|
Contract Value
|
|
Market Value
|
|
Gain (Loss)
|
|||||||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|||||||||||||||
Forwards-long (Crude)
|
|
257,609
|
|
|
$
|
52.04
|
|
|
$
|
—
|
|
|
$
|
13,405
|
|
|
$
|
13,805
|
|
|
$
|
400
|
|
Forwards-short (Crude)
|
|
(789,558
|
)
|
|
—
|
|
|
57.99
|
|
|
(45,787
|
)
|
|
(47,372
|
)
|
|
(1,585
|
)
|
|||||
Forwards-long (Gasoline)
|
|
26,205
|
|
|
64.97
|
|
|
—
|
|
|
1,702
|
|
|
1,806
|
|
|
104
|
|
|||||
Forwards-short (Gasoline)
|
|
(368,727
|
)
|
|
—
|
|
|
65.49
|
|
|
(24,146
|
)
|
|
(24,637
|
)
|
|
(491
|
)
|
|||||
Forwards-long (Distillate)
|
|
29,399
|
|
|
67.54
|
|
|
—
|
|
|
1,986
|
|
|
2,035
|
|
|
49
|
|
|||||
Forwards-short (Distillate)
|
|
(390,173
|
)
|
|
—
|
|
|
69.89
|
|
|
(27,269
|
)
|
|
(29,297
|
)
|
|
(2,028
|
)
|
|||||
Forwards-long (Jet)
|
|
80,382
|
|
|
62.93
|
|
|
—
|
|
|
5,058
|
|
|
5,364
|
|
|
306
|
|
|||||
Forwards-short (Jet)
|
|
(124,948
|
)
|
|
—
|
|
|
65.62
|
|
|
(8,199
|
)
|
|
(8,447
|
)
|
|
(248
|
)
|
|||||
Forwards-long (Slurry)
|
|
13,233
|
|
|
39.47
|
|
|
—
|
|
|
522
|
|
|
554
|
|
|
32
|
|
|||||
Forwards-long (Catfeed)
|
|
43,550
|
|
|
61.57
|
|
|
—
|
|
|
2,682
|
|
|
2,870
|
|
|
188
|
|
|||||
Forwards-short (Catfeed)
|
|
(191,508
|
)
|
|
—
|
|
|
61.57
|
|
|
(11,792
|
)
|
|
(12,620
|
)
|
|
(828
|
)
|
|||||
Forwards-long (Slop)
|
|
28,931
|
|
|
42.17
|
|
|
—
|
|
|
1,220
|
|
|
1,292
|
|
|
72
|
|
|||||
Forwards-short (Slop)
|
|
(20,291
|
)
|
|
—
|
|
|
44.26
|
|
|
(898
|
)
|
|
(949
|
)
|
|
(51
|
)
|
|||||
Forwards-short (Propane)
|
|
(55,000
|
)
|
|
—
|
|
|
25.72
|
|
|
(1,415
|
)
|
|
(1,630
|
)
|
|
(215
|
)
|
|||||
Forwards-long (Butane)
|
|
52,595
|
|
|
41.90
|
|
|
—
|
|
|
2,204
|
|
|
2,549
|
|
|
345
|
|
|||||
Forwards-long (Asphalt)
|
|
22,092
|
|
|
64.43
|
|
|
—
|
|
|
1,423
|
|
|
1,478
|
|
|
55
|
|
|||||
Forwards-short (Asphalt)
|
|
(192,332
|
)
|
|
—
|
|
|
52.17
|
|
|
(10,033
|
)
|
|
(10,513
|
)
|
|
(480
|
)
|
|||||
Futures-long (Crude)
|
|
761,000
|
|
|
52.66
|
|
|
—
|
|
|
40,077
|
|
|
40,881
|
|
|
804
|
|
|||||
Futures-short (Crude)
|
|
(21,000
|
)
|
|
—
|
|
|
52.83
|
|
|
(1,109
|
)
|
|
(1,128
|
)
|
|
(19
|
)
|
|||||
Futures-long (Gasoline)
|
|
402,000
|
|
|
66.95
|
|
|
—
|
|
|
26,914
|
|
|
28,212
|
|
|
1,298
|
|
|||||
Futures-short (Gasoline)
|
|
(55,000
|
)
|
|
—
|
|
|
66.49
|
|
|
(3,657
|
)
|
|
(3,860
|
)
|
|
(203
|
)
|
|||||
Futures-long (Distillate)
|
|
447,000
|
|
|
70.62
|
|
|
—
|
|
|
31,567
|
|
|
32,445
|
|
|
878
|
|
|||||
Futures-short (Distillate)
|
|
(5,000
|
)
|
|
—
|
|
|
83.72
|
|
|
(419
|
)
|
|
(363
|
)
|
|
56
|
|
1.
|
Financial Statements.
See “Index to Consolidated Financial Statements” on page F-1.
|
2.
|
Financial Statement Schedules and Other Financial Information.
All financial statement schedules are omitted because either they are not applicable or the required information is included in the consolidated financial statements or notes included herein.
|
3.
|
Exhibits.
Exhibits filed as part of this Form 10-K are as follows:
|
Exhibit No.
|
|
Description of Exhibit
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 2, 2017, by and among Alon USA Energy, Inc., Delek US Holdings, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc., and Delek Holdco, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on January 3, 2017, SEC File No. 001-32567).
|
2.2
|
|
First Amendment to Agreement and Plan of Merger, dated as of February 27, 2017, by and among Alon USA Energy, Inc., Delek US Holdings, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc., and Delek Holdco, Inc.
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q, filed by the Company on May 9, 2012, SEC File No. 001-32567).
|
3.2
|
|
Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on February 4, 2016, SEC File No. 333-124797).
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
4.2
|
|
Specimen 8.50% Series A Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.4 to Form 10-Q, filed by the Company on November 9, 2010, SEC File No. 001-32567).
|
4.3
|
|
Indenture related to the 3.00% Convertible Senior Notes due 2018, dated as of September 16, 2013, among Alon USA Energy, Inc. and U.S. Bank National Association, as trustee (including form of 3.00% Convertible Senior Note due 2018) (incorporated by reference to Exhibit 4.1 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
4.4
|
|
Form of Certificate of Designation of the 8.5% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to Form 10-Q filed by the Company on November 9, 2010, SEC File No. 001-32567).
|
4.5
|
|
Form of Certificate of Designation of the 8.5% Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.5 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.1
|
|
Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 5, 2008, SEC File No. 001-32567).
|
10.2
|
|
Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.3
|
|
Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007, SEC File No. 001-32567).
|
10.4
|
|
Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.5
|
|
Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.6
|
|
Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797).
|
10.7
|
|
Form of Registration Rights Agreement among the Company and Subsidiary Shareholders (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on June 26, 2012, SEC File No. 001-32567).
|
10.8
|
|
Second Amended and Restated Credit Agreement, dated as of March 14, 2014, among Southwest Convenience Stores, LLC, Skinny’s, LLC, as the Borrowers, Alon Brands, Inc., as a Guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, LC Issuer, Syndication Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 26, 2014, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.9
|
|
Credit and Guaranty Agreement, dated as of November 26, 2012, among Alon USA Partners, LP, Alon USA Partners GP, LLC and certain subsidiaries of Alon USA Partners, LP, as Guarantors, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on November 30, 2012, SEC File No. 001-32567).
|
10.10*
|
|
Executive Employment Agreement between Jeff Morris and Alon USA Energy, Inc., dated May 3, 2011, (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 6, 2011, SEC File No. 001-32567).
|
10.11*
|
|
Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.12*
|
|
Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.13*
|
|
Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on March 15, 2007, SEC File No. 001-32567).
|
10.14*
|
|
Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.15*
|
|
Second Amendment to Executive Employment Agreement, dated as of July 23, 2015, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 30, 2015, SEC File No. 001-32567).
|
10.16*
|
|
Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567).
|
10.17*
|
|
Agreement of Principles of Employment, dated as of December 22, 2009, between David Wiessman and the Company (incorporated by reference to Exhibit 10.44 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.18*
|
|
Amended and Restated Employment Agreement by and between Paramount Petroleum Corporation and Alan P. Moret, dated July 8, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 13, 2011, SEC File No. 001-32567).
|
10.19*
|
|
First Amendment to Amended and Restated Employment Agreement dated May 12, 2015 between Alon P. Moret and Alon USA GP, LLC, dated May 11, 2015 (incorporated by reference to Exhibit 10.4 to Form 8-K filed by the Company on May 15, 2015, SEC File No. 001-32567).
|
10.20*
|
|
Management Employment Agreement, dated as of May 1, 2008, between Kyle C. McKeen and Alon USA GP, LLC (incorporated by reference to Exhibit 10.47 to Form 10-K, filed by the Company on March 14, 2013 SEC File No. 001-32567).
|
10.21*
|
|
Description of Annual Bonus Plans (incorporated by reference to Exhibit 10.56 to Form 10-K, filed by the Company on March 15, 2011 SEC File No. 001-32567).
|
10.22*
|
|
Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.23*
|
|
Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.24*
|
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.25*
|
|
Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.26*
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.27*
|
|
Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.28*
|
|
Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.29*
|
|
Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
Exhibit No.
|
|
Description of Exhibit
|
10.30†
|
|
Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.31*
|
|
Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.32*
|
|
Second Amendment to Shareholder Agreement, dated May 12, 201 5 among Alon USA Energy, Inc., Alon Assets, Inc., Jeff Morris and Jeff Morris/IRA (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on May 15, 2015, SEC File No. 001-32567).
|
10.33*
|
|
Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.34*
|
|
Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.35*
|
|
Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.36*
|
|
Amendment to Shareholder Agreements among the Company, Alon Assets, Inc., Alon Operating, Inc., Jeff Morris and Jeff Morris/IRA, dated June 20, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on June 26, 2012, SEC File No. 001-32567).
|
10.37*
|
|
Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797).
|
10.38*
|
|
Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 9, 2012, SEC File No. 001-32567).
|
10.39*
|
|
Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567).
|
10.40*
|
|
Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No. 001-32567).
|
10.41*
|
|
Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567).
|
10.42*
|
|
Alon USA Energy, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 12, 2017).
|
10.43*
|
|
Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No. 001-32567).
|
10.44*
|
|
Form of Amendment to Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on January 27, 2010, SEC File No. 001-32567).
|
10.45*
|
|
Form II of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 27, 2010, SEC File No. 001-32567).
|
10.46
|
|
Form of Award Agreement relating to Executive Officer Restricted Stock Grants pursuant to the Alon USA Energy, Inc. 2005 Amended and Restated Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 9, 2011, SEC File No. 001-32567).
|
10.47
|
|
Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567).
|
10.48
|
|
First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.49
|
|
Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567).
|
10.50
|
|
Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567).
|
10.51
|
|
First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).
|
10.52†
|
|
Second Amended and Restated Supply and Offtake Agreement, dated February 1, 2015 by and between Alon Refining Krotz Springs, Inc. and J. Aron & Company (incorporated by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.53
|
|
Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of January 13, 2017, between Alon Refining Krotz Springs, Inc. and J. Aron & Company.
|
10.54†
|
|
Second Amended and Restated Supply and Offtake Agreement by and between Alon USA, LP and J. Aron & Company, dated February 1, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.55†
|
|
Amended and Restated Supply and Offtake Agreement by and between J. Aron & Company and Alon Supply, Inc., dated February 1, 2015 (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.56
|
|
Form of Series A Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.105 to Form S-1/A, filed by the Company on October 22, 2010, SEC File No. 333-169583).
|
10.57
|
|
Form of Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.106 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.58
|
|
Omnibus Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc. and Alon Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.59
|
|
Services Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC by and Alon Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.60
|
|
Tax Sharing Agreement by and among Alon USA Partners, LP and Alon USA Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.61
|
|
Distributor Sales Agreement by and among Alon USA Partners, LP and Southwest Convenience Stores, LLC, dated November 26, 2012 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.62
|
|
Offtake Agreement by and among Alon USA, LP and Paramount Petroleum Corporation, dated November 26, 2012 (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.63
|
|
Contribution, Conveyance and Assumption Agreement by and among Alon Assets, Inc., Alon USA Partners GP, LLC, Alon USA Partners, LP, Alon USA Energy, Inc., Alon USA Refining, LLC, Alon USA Operating, Inc., Alon USA, LP and Alon USA GP, LLC, dated November 26, 2012 (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.64
|
|
Second Amended Revolving Credit Agreement, dated as of May 23, 2013, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 24, 2013, SEC File No. 001-32567).
|
10.65
|
|
Second Amendment to Second Amended and Restated Revolving Credit Agreement, dated May 6, 2015, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.4 to Form 10-Q filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.66
|
|
Base Bond Hedge Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.67
|
|
Base Bond Hedge Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.68
|
|
Additional Bond Hedge Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.69
|
|
Additional Bond Hedge Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.70
|
|
Base Warrant Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.71
|
|
Base Warrant Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.72
|
|
Additional Warrant Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.7 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.73
|
|
Additional Warrant Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.8 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
21.1
|
|
Subsidiaries of Alon USA Energy, Inc.
|
23.1
|
|
Consent of KPMG LLP.
|
31.1
|
|
Certifications of Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certifications of Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
The following financial information from Alon USA Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
|
*
|
Identifies management contracts and compensatory plans or arrangements.
|
†
|
Filed under confidential treatment request.
|
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
F-4
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-5
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
|
|
F-6
|
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-7
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-8
|
Notes to Consolidated Financial Statements
|
|
F-9
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
136,302
|
|
|
$
|
234,127
|
|
Accounts and other receivables, net
|
134,744
|
|
|
119,171
|
|
||
Income tax receivable
|
32,984
|
|
|
3,741
|
|
||
Inventories
|
130,502
|
|
|
105,515
|
|
||
Deferred income tax asset
|
14,858
|
|
|
13,786
|
|
||
Prepaid expenses and other current assets
|
36,761
|
|
|
28,275
|
|
||
Total current assets
|
486,151
|
|
|
504,615
|
|
||
Equity method investments
|
33,431
|
|
|
42,811
|
|
||
Property, plant and equipment, net
|
1,366,895
|
|
|
1,380,202
|
|
||
Goodwill
|
62,885
|
|
|
62,885
|
|
||
Other assets, net
|
160,797
|
|
|
185,625
|
|
||
Total assets
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
328,561
|
|
|
$
|
315,721
|
|
Accrued liabilities
|
100,529
|
|
|
93,780
|
|
||
Current portion of long-term debt
|
16,414
|
|
|
16,420
|
|
||
Total current liabilities
|
445,504
|
|
|
425,921
|
|
||
Other non-current liabilities
|
188,833
|
|
|
165,935
|
|
||
Long-term debt
|
511,552
|
|
|
539,542
|
|
||
Deferred income tax liability
|
381,857
|
|
|
380,580
|
|
||
Total liabilities
|
1,527,746
|
|
|
1,511,978
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01, 15,000,000 shares authorized; and no shares issued and outstanding at December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01, 150,000,000 shares authorized; 71,578,093 and 70,960,461 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
716
|
|
|
710
|
|
||
Additional paid-in capital
|
530,625
|
|
|
526,035
|
|
||
Accumulated other comprehensive loss, net of tax
|
(26,111
|
)
|
|
(28,808
|
)
|
||
Retained earnings
|
15,878
|
|
|
141,201
|
|
||
Total stockholders’ equity
|
521,108
|
|
|
639,138
|
|
||
Non-controlling interest in subsidiaries
|
61,305
|
|
|
25,022
|
|
||
Total equity
|
582,413
|
|
|
664,160
|
|
||
Total liabilities and equity
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales (1)
|
$
|
3,913,404
|
|
|
$
|
4,338,152
|
|
|
$
|
6,779,456
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
3,376,803
|
|
|
3,515,406
|
|
|
6,002,270
|
|
|||
Direct operating expenses
|
262,706
|
|
|
255,534
|
|
|
281,686
|
|
|||
Selling, general and administrative expenses
|
194,078
|
|
|
200,195
|
|
|
170,139
|
|
|||
Depreciation and amortization
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Total operating costs and expenses
|
3,979,164
|
|
|
4,097,629
|
|
|
6,578,158
|
|
|||
Gain (loss) on disposition of assets
|
(1,650
|
)
|
|
1,914
|
|
|
274
|
|
|||
Loss on impairment of goodwill
|
—
|
|
|
(39,028
|
)
|
|
—
|
|
|||
Operating income (loss)
|
(67,410
|
)
|
|
203,409
|
|
|
201,572
|
|
|||
Interest expense
|
(69,717
|
)
|
|
(79,826
|
)
|
|
(111,143
|
)
|
|||
Equity earnings of investees
|
9,813
|
|
|
6,669
|
|
|
1,678
|
|
|||
Other income, net
|
692
|
|
|
417
|
|
|
674
|
|
|||
Income (loss) before income tax expense (benefit)
|
(126,622
|
)
|
|
130,669
|
|
|
92,781
|
|
|||
Income tax expense (benefit)
|
(46,789
|
)
|
|
48,282
|
|
|
22,913
|
|
|||
Net income (loss)
|
(79,833
|
)
|
|
82,387
|
|
|
69,868
|
|
|||
Net income attributable to non-controlling interest
|
2,972
|
|
|
29,636
|
|
|
31,411
|
|
|||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
Earnings (loss) per share, basic
|
$
|
(1.17
|
)
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
Weighted average shares outstanding, basic (in thousands)
|
70,739
|
|
|
69,772
|
|
|
68,985
|
|
|||
Earnings (loss) per share, diluted
|
$
|
(1.17
|
)
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
Weighted average shares outstanding, diluted (in thousands)
|
70,739
|
|
|
70,714
|
|
|
69,373
|
|
|||
Cash dividends per share
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
(1)
|
Includes excise taxes on sales by the retail segment of
$81,602
,
$77,860
and
$75,409
for the
years
ended
December 31, 2016
,
2015
and
2014
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(79,833
|
)
|
|
$
|
82,387
|
|
|
$
|
69,868
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Postretirement benefit plans:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the year related to:
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
(3,931
|
)
|
|
357
|
|
|
(16,498
|
)
|
|||
Curtailment
|
5,199
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss reclassified to earnings:
|
|
|
|
|
|
||||||
Amortization of net actuarial loss (1)
|
3,878
|
|
|
4,226
|
|
|
3,466
|
|
|||
Amortization of prior service credit (1)
|
(719
|
)
|
|
(364
|
)
|
|
(364
|
)
|
|||
Net gain (loss), before tax
|
4,427
|
|
|
4,219
|
|
|
(13,396
|
)
|
|||
Income tax expense (benefit)
|
1,616
|
|
|
1,540
|
|
|
(4,559
|
)
|
|||
Net gain (loss), net of tax
|
2,811
|
|
|
2,679
|
|
|
(8,837
|
)
|
|||
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding loss arising during period
|
(533
|
)
|
|
(1,276
|
)
|
|
(1,292
|
)
|
|||
Loss reclassified to earnings - interest expense
|
753
|
|
|
338
|
|
|
54
|
|
|||
Net gain (loss), before tax
|
220
|
|
|
(938
|
)
|
|
(1,238
|
)
|
|||
Income tax expense (benefit)
|
80
|
|
|
(343
|
)
|
|
(458
|
)
|
|||
Net gain (loss), net of tax
|
140
|
|
|
(595
|
)
|
|
(780
|
)
|
|||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gain arising during period
|
—
|
|
|
6,070
|
|
|
50,288
|
|
|||
Amortization of unrealized (gain) loss on de-designated cash flow hedges - cost of sales
|
—
|
|
|
(41,948
|
)
|
|
15,572
|
|
|||
Net gain (loss), before tax
|
—
|
|
|
(35,878
|
)
|
|
65,860
|
|
|||
Income tax expense (benefit)
|
—
|
|
|
(13,276
|
)
|
|
24,358
|
|
|||
Net gain (loss), net of tax
|
—
|
|
|
(22,602
|
)
|
|
41,502
|
|
|||
Total other comprehensive income (loss), net of tax
|
2,951
|
|
|
(20,518
|
)
|
|
31,885
|
|
|||
Comprehensive income (loss)
|
(76,882
|
)
|
|
61,869
|
|
|
101,753
|
|
|||
Comprehensive income attributable to non-controlling interest
|
3,226
|
|
|
29,468
|
|
|
34,239
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
$
|
(80,108
|
)
|
|
$
|
32,401
|
|
|
$
|
67,514
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost, as further discussed in
Note 15
. Net periodic benefit cost is reflected in direct operating expenses and selling, general and administrative expenses in the consolidated statements of operations.
|
ALON USA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total Stockholders’
Equity
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||||
Balance at December 31, 2013
|
$
|
682
|
|
|
$
|
686
|
|
|
$
|
509,170
|
|
|
$
|
(37,515
|
)
|
|
$
|
124,936
|
|
|
$
|
597,959
|
|
|
$
|
27,445
|
|
|
$
|
625,404
|
|
Stock compensation expense
|
—
|
|
|
9
|
|
|
7,915
|
|
|
—
|
|
|
—
|
|
|
7,924
|
|
|
(428
|
)
|
|
7,496
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,483
|
)
|
|
(36,483
|
)
|
|
(1,134
|
)
|
|
(37,617
|
)
|
||||||||
Dividends of common stock on preferred stock
|
—
|
|
|
1
|
|
|
42
|
|
|
—
|
|
|
(59
|
)
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,242
|
)
|
|
(23,242
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,457
|
|
|
38,457
|
|
|
31,411
|
|
|
69,868
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
29,057
|
|
|
—
|
|
|
29,057
|
|
|
2,828
|
|
|
31,885
|
|
||||||||
Balance at December 31, 2014
|
682
|
|
|
696
|
|
|
517,127
|
|
|
(8,458
|
)
|
|
126,851
|
|
|
636,898
|
|
|
36,880
|
|
|
673,778
|
|
||||||||
Stock compensation expense
|
—
|
|
|
13
|
|
|
8,217
|
|
|
—
|
|
|
—
|
|
|
8,230
|
|
|
(1,436
|
)
|
|
6,794
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,387
|
)
|
|
(38,387
|
)
|
|
(415
|
)
|
|
(38,802
|
)
|
||||||||
Dividends of common stock on preferred stock
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(14
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Preferred stock conversion
|
(682
|
)
|
|
1
|
|
|
681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,475
|
)
|
|
(39,475
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,751
|
|
|
52,751
|
|
|
29,636
|
|
|
82,387
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,350
|
)
|
|
—
|
|
|
(20,350
|
)
|
|
(168
|
)
|
|
(20,518
|
)
|
||||||||
Balance at December 31, 2015
|
—
|
|
|
710
|
|
|
526,035
|
|
|
(28,808
|
)
|
|
141,201
|
|
|
639,138
|
|
|
25,022
|
|
|
664,160
|
|
||||||||
Stock compensation expense
|
—
|
|
|
6
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
|
4,596
|
|
|
(54
|
)
|
|
4,542
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,518
|
)
|
|
(42,518
|
)
|
|
(401
|
)
|
|
(42,919
|
)
|
||||||||
Acquisition of California renewable fuels facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,774
|
|
|
37,774
|
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,262
|
)
|
|
(4,262
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,805
|
)
|
|
(82,805
|
)
|
|
2,972
|
|
|
(79,833
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2,697
|
|
|
—
|
|
|
2,697
|
|
|
254
|
|
|
2,951
|
|
||||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
716
|
|
|
$
|
530,625
|
|
|
$
|
(26,111
|
)
|
|
$
|
15,878
|
|
|
$
|
521,108
|
|
|
$
|
61,305
|
|
|
$
|
582,413
|
|
ALON USA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(79,833
|
)
|
|
$
|
82,387
|
|
|
$
|
69,868
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Stock compensation
|
7,352
|
|
|
9,953
|
|
|
7,496
|
|
|||
Deferred income taxes
|
(2,650
|
)
|
|
5,906
|
|
|
5,961
|
|
|||
Equity earnings of investees, net of dividends
|
(4,021
|
)
|
|
(2,274
|
)
|
|
—
|
|
|||
Amortization of debt issuance costs
|
3,052
|
|
|
3,595
|
|
|
3,759
|
|
|||
Amortization of original issuance discount
|
6,831
|
|
|
6,273
|
|
|
6,306
|
|
|||
Write-off of unamortized debt issuance costs
|
—
|
|
|
—
|
|
|
558
|
|
|||
Write-off of unamortized original issuance discount
|
—
|
|
|
—
|
|
|
391
|
|
|||
(Gain) loss on disposition of assets
|
1,650
|
|
|
(1,914
|
)
|
|
(274
|
)
|
|||
Loss on impairment of goodwill
|
—
|
|
|
39,028
|
|
|
—
|
|
|||
Unrealized (gain) loss on commodity swaps
|
14,799
|
|
|
(7,937
|
)
|
|
(3,778
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables, net
|
(13,553
|
)
|
|
18,369
|
|
|
77,658
|
|
|||
Income tax receivable
|
(29,243
|
)
|
|
5,455
|
|
|
6,857
|
|
|||
Inventories
|
(24,925
|
)
|
|
17,288
|
|
|
4,983
|
|
|||
Prepaid expenses and other current assets
|
(8,176
|
)
|
|
(1,960
|
)
|
|
(7,686
|
)
|
|||
Other assets, net
|
18,261
|
|
|
(11,782
|
)
|
|
(27,506
|
)
|
|||
Accounts payable
|
35,130
|
|
|
(37,179
|
)
|
|
(68,482
|
)
|
|||
Accrued liabilities
|
1,548
|
|
|
(14,170
|
)
|
|
3,733
|
|
|||
Other non-current liabilities
|
(12,283
|
)
|
|
(11,467
|
)
|
|
(10,249
|
)
|
|||
Net cash provided by operating activities
|
59,516
|
|
|
226,065
|
|
|
193,658
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(58,644
|
)
|
|
(101,195
|
)
|
|
(88,429
|
)
|
|||
Capital expenditures for turnarounds and catalysts
|
(29,806
|
)
|
|
(35,348
|
)
|
|
(62,473
|
)
|
|||
Dividends from investees, net of equity earnings
|
—
|
|
|
—
|
|
|
1,472
|
|
|||
Contribution to equity method investment
|
—
|
|
|
(15,161
|
)
|
|
(597
|
)
|
|||
Proceeds from disposition of assets
|
1,917
|
|
|
2,889
|
|
|
41,032
|
|
|||
Acquisition of California renewable fuels facility
|
(7,596
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of retail stores
|
—
|
|
|
(11,196
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(94,129
|
)
|
|
(160,011
|
)
|
|
(108,995
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Dividends paid to stockholders
|
(42,518
|
)
|
|
(38,387
|
)
|
|
(36,483
|
)
|
|||
Dividends paid to non-controlling interest
|
(401
|
)
|
|
(415
|
)
|
|
(1,134
|
)
|
|||
Distributions paid to non-controlling interest in the Partnership
|
(4,262
|
)
|
|
(39,475
|
)
|
|
(23,242
|
)
|
|||
RINs financing transactions
|
21,199
|
|
|
40,138
|
|
|
24,200
|
|
|||
Deferred debt issuance costs
|
(810
|
)
|
|
(2,139
|
)
|
|
(2,284
|
)
|
|||
Revolving credit facilities, net
|
(55,000
|
)
|
|
(5,000
|
)
|
|
(40,000
|
)
|
|||
Additions to long-term debt
|
35,000
|
|
|
14,049
|
|
|
145,000
|
|
|||
Payments on long-term debt
|
(16,420
|
)
|
|
(15,659
|
)
|
|
(160,258
|
)
|
|||
Net cash used in financing activities
|
(63,212
|
)
|
|
(46,888
|
)
|
|
(94,201
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(97,825
|
)
|
|
19,166
|
|
|
(9,538
|
)
|
|||
Cash and cash equivalents, beginning of period
|
234,127
|
|
|
214,961
|
|
|
224,499
|
|
|||
Cash and cash equivalents, end of period
|
$
|
136,302
|
|
|
$
|
234,127
|
|
|
$
|
214,961
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
61,584
|
|
|
$
|
70,556
|
|
|
$
|
106,065
|
|
Cash paid (refunds received) for income tax
|
$
|
(14,298
|
)
|
|
$
|
35,976
|
|
|
$
|
10,957
|
|
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
21,011
|
|
|
$
|
—
|
|
(1)
|
Description and Nature of Business
|
(2)
|
Basis of Presentation and Certain Significant Accounting Policies
|
(a)
|
Basis of Presentation
|
(b)
|
Use of Estimates
|
(c)
|
Revenue Recognition
|
(d)
|
Cost Classifications
|
(e)
|
Cash and Cash Equivalents
|
(f)
|
Accounts Receivable
|
(g)
|
Inventories
|
(h)
|
Hedging Activity
|
(i)
|
Property, Plant and Equipment
|
Refining facilities
|
3 – 20 years
|
Pipelines and terminals
|
5 – 25 years
|
Retail
|
5 – 40 years
|
Other
|
3 – 15 years
|
(j)
|
Impairment of Long-Lived Assets and Assets to be Disposed Of
|
(k)
|
Asset Retirement Obligations
|
(l)
|
Turnarounds and Catalysts Costs
|
(m)
|
Income Taxes
|
(n)
|
Stock-Based Compensation
|
(o)
|
Environmental Expenditures
|
(p)
|
Earnings (Loss) Per Share
|
(q)
|
Other Comprehensive Income
|
(r)
|
Postretirement Benefits
|
(s)
|
Commitments and Contingencies
|
(t)
|
Goodwill and Intangible Assets
|
(u)
|
New Accounting Pronouncements
|
(3)
|
California Renewable Fuels Facility
|
Current assets
|
|
$
|
19,060
|
|
Other assets
|
|
10,704
|
|
|
Property, plant and equipment
|
|
51,619
|
|
|
Current liabilities
|
|
(20,401
|
)
|
|
Fair value of net assets assumed
|
|
60,982
|
|
|
Non-controlling interest
|
|
(37,774
|
)
|
|
Fair value of net assets assumed, less non-controlling interest
|
|
$
|
23,208
|
|
(4)
|
Alon USA Partners, LP
|
|
Cash Available for Distribution Per Unit (1)
|
|
Distributions Paid Per Unit
|
|
Total Distributions Paid
|
|
Distributions Paid to Non-Controlling Interest
|
||||||||
2016
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
23,132
|
|
|
$
|
4,262
|
|
2015
|
2.81
|
|
|
3.43
|
|
|
214,405
|
|
|
39,475
|
|
||||
2014
|
2.54
|
|
|
2.02
|
|
|
126,262
|
|
|
23,242
|
|
(1)
|
Represents the aggregate cash available for distribution per unit attributable to the period indicated. This represents the difference between cash available for distribution and distributions paid in the table above.
|
(5)
|
Segment Data
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
2,932,673
|
|
|
$
|
248,988
|
|
|
$
|
731,743
|
|
|
$
|
—
|
|
|
$
|
3,913,404
|
|
Intersegment sales (purchases)
|
307,497
|
|
|
(16,772
|
)
|
|
(290,725
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
124,304
|
|
|
5,044
|
|
|
13,519
|
|
|
2,710
|
|
|
145,577
|
|
|||||
Operating income (loss)
|
(96,946
|
)
|
|
17,448
|
|
|
15,536
|
|
|
(3,448
|
)
|
|
(67,410
|
)
|
|||||
Turnarounds, catalysts and capital expenditures
|
78,478
|
|
|
3,001
|
|
|
5,630
|
|
|
3,348
|
|
|
90,457
|
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
3,305,762
|
|
|
$
|
257,955
|
|
|
$
|
774,435
|
|
|
$
|
—
|
|
|
$
|
4,338,152
|
|
Intersegment sales (purchases)
|
358,194
|
|
|
(31,198
|
)
|
|
(326,996
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
107,619
|
|
|
4,892
|
|
|
12,431
|
|
|
1,552
|
|
|
126,494
|
|
|||||
Operating income (loss)
|
178,081
|
|
|
2,363
|
|
|
25,230
|
|
|
(2,265
|
)
|
|
203,409
|
|
|||||
Turnarounds, catalysts and capital expenditures
|
108,777
|
|
|
3,385
|
|
|
18,993
|
|
|
5,388
|
|
|
136,543
|
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
5,382,360
|
|
|
$
|
457,412
|
|
|
$
|
939,684
|
|
|
$
|
—
|
|
|
$
|
6,779,456
|
|
Intersegment sales (purchases)
|
555,622
|
|
|
(59,615
|
)
|
|
(496,007
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
104,676
|
|
|
4,747
|
|
|
12,241
|
|
|
2,399
|
|
|
124,063
|
|
|||||
Operating income (loss)
|
204,609
|
|
|
(25,597
|
)
|
|
25,665
|
|
|
(3,105
|
)
|
|
201,572
|
|
|||||
Turnarounds, catalysts and capital expenditures
|
125,621
|
|
|
5,777
|
|
|
16,748
|
|
|
2,756
|
|
|
150,902
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Refining and marketing
|
1,739,840
|
|
|
1,822,924
|
|
||
Asphalt
|
111,941
|
|
|
106,015
|
|
||
Retail
|
241,272
|
|
|
231,078
|
|
||
Corporate
|
17,106
|
|
|
16,121
|
|
||
Total assets
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
(6)
|
Fair Value
|
•
|
Level 1 - valued based on quoted prices in active markets for identical assets and liabilities;
|
•
|
Level 2 - valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Level 3 - valued based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value hedges of consigned inventory
|
$
|
—
|
|
|
$
|
14,777
|
|
|
$
|
—
|
|
|
$
|
14,777
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
1,561
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
||||
Interest rate swaps
|
—
|
|
|
1,956
|
|
|
—
|
|
|
1,956
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
$
|
—
|
|
|
$
|
14,799
|
|
|
$
|
—
|
|
|
$
|
14,799
|
|
Fair value hedges of consigned inventory
|
—
|
|
|
33,797
|
|
|
—
|
|
|
33,797
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||
Interest rate swaps
|
—
|
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total Losses
|
||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,885
|
|
|
$
|
62,885
|
|
|
$
|
(39,028
|
)
|
(1)
|
Goodwill with a carrying amount of
$101,913
as of December 31, 2014 was written down to its implied fair value of
$62,885
, resulting in an impairment charge of
$39,028
, which has been included in earnings for the year ended December 31, 2015.
|
(7)
|
Derivative Financial Instruments
|
|
As of December 31, 2016
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
3,602
|
|
|
Accrued liabilities
|
|
$
|
5,163
|
|
Total derivatives not designated as hedging instruments
|
|
|
3,602
|
|
|
|
|
5,163
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
1,956
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
14,777
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
14,777
|
|
|
|
|
1,956
|
|
||
Total derivatives
|
|
|
$
|
18,379
|
|
|
|
|
$
|
7,119
|
|
|
As of December 31, 2015
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
292
|
|
|
Accrued liabilities
|
|
$
|
884
|
|
Commodity contracts (swaps)
|
Accounts receivable
|
|
14,799
|
|
|
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
15,091
|
|
|
|
|
884
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
2,176
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
33,797
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
33,797
|
|
|
|
|
2,176
|
|
||
Total derivatives
|
|
|
$
|
48,888
|
|
|
|
|
$
|
3,060
|
|
Cash Flow Hedging Relationships
|
|
Gain (Loss) Recognized
in OCI
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Gain (Loss) Reclassified
from Accumulated OCI into
Income (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
|
||||||||||
|
|
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
For the Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
220
|
|
|
Interest expense
|
|
$
|
(753
|
)
|
|
|
|
$
|
—
|
|
Total derivatives
|
|
$
|
220
|
|
|
|
|
$
|
(753
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
|
$
|
(35,878
|
)
|
|
Cost of sales
|
|
$
|
41,948
|
|
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
(938
|
)
|
|
Interest expense
|
|
(338
|
)
|
|
|
|
—
|
|
|||
Total derivatives
|
|
$
|
(36,816
|
)
|
|
|
|
$
|
41,610
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
|
$
|
65,860
|
|
|
Cost of sales
|
|
$
|
(15,572
|
)
|
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
(1,238
|
)
|
|
Interest expense
|
|
(54
|
)
|
|
|
|
—
|
|
|||
Total derivatives
|
|
$
|
64,622
|
|
|
|
|
$
|
(15,626
|
)
|
|
|
|
$
|
—
|
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Fair value hedges of consigned inventory (1)
|
Interest expense
|
|
$
|
(19,020
|
)
|
|
$
|
8,894
|
|
|
$
|
28,242
|
|
Total derivatives
|
|
|
$
|
(19,020
|
)
|
|
$
|
8,894
|
|
|
$
|
28,242
|
|
(1)
|
Changes in the fair value hedges are substantially offset in earnings by changes in the hedged items.
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Commodity contracts (futures and forwards)
|
Cost of sales
|
|
$
|
5,451
|
|
|
$
|
(6,302
|
)
|
|
$
|
(18,950
|
)
|
Commodity contracts (swaps)
|
Cost of sales
|
|
367
|
|
|
17,267
|
|
|
20,232
|
|
|||
Total derivatives
|
|
|
$
|
5,818
|
|
|
$
|
10,965
|
|
|
$
|
1,282
|
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts offset in the Statement of Financial Position
|
|
Net Amounts Presented in the Statement of Financial Position
|
|
Gross Amounts Not offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
|||||||||||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
5,169
|
|
|
$
|
(1,567
|
)
|
|
$
|
3,602
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
14,777
|
|
|
—
|
|
|
14,777
|
|
|
—
|
|
|
—
|
|
|
14,777
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
6,730
|
|
|
$
|
(1,567
|
)
|
|
$
|
5,163
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
1,561
|
|
Interest rate swaps
|
1,985
|
|
|
(29
|
)
|
|
1,956
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
1,112
|
|
|
$
|
(820
|
)
|
|
$
|
292
|
|
|
$
|
(292
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts (swaps)
|
39,739
|
|
|
(24,940
|
)
|
|
14,799
|
|
|
—
|
|
|
—
|
|
|
14,799
|
|
||||||
Interest rate swaps
|
30
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
33,797
|
|
|
—
|
|
|
33,797
|
|
|
—
|
|
|
—
|
|
|
33,797
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
1,704
|
|
|
$
|
(820
|
)
|
|
$
|
884
|
|
|
$
|
(292
|
)
|
|
$
|
—
|
|
|
$
|
592
|
|
Commodity contracts (swaps)
|
24,940
|
|
|
(24,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swaps
|
2,206
|
|
|
(30
|
)
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
2,176
|
|
(8)
|
Accounts and Other Receivables
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
121,663
|
|
|
$
|
98,164
|
|
Other receivables
|
14,171
|
|
|
21,724
|
|
||
Allowance for doubtful accounts
|
(1,090
|
)
|
|
(717
|
)
|
||
Total accounts and other receivables, net
|
$
|
134,744
|
|
|
$
|
119,171
|
|
|
Balance at
Beginning of
Period
|
|
Additions
Charged to
Expense
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||
2016
|
$
|
717
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
1,090
|
|
2015
|
761
|
|
|
126
|
|
|
(170
|
)
|
|
717
|
|
||||
2014
|
461
|
|
|
300
|
|
|
—
|
|
|
761
|
|
(9)
|
Inventories
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Crude oil, refined products, asphalt and blendstocks
|
$
|
57,021
|
|
|
$
|
42,123
|
|
Crude oil consignment inventory (Note 10)
|
11,708
|
|
|
2,928
|
|
||
Materials and supplies
|
27,826
|
|
|
26,940
|
|
||
Store merchandise
|
26,752
|
|
|
28,475
|
|
||
Store fuel
|
7,195
|
|
|
5,049
|
|
||
Total inventories
|
$
|
130,502
|
|
|
$
|
105,515
|
|
(10)
|
Inventory Financing Agreements
|
(11)
|
Property, Plant and Equipment, Net
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Refining facilities
|
$
|
2,005,015
|
|
|
$
|
1,915,924
|
|
Pipelines and terminals
|
43,538
|
|
|
43,443
|
|
||
Retail
|
214,596
|
|
|
209,921
|
|
||
Other
|
26,657
|
|
|
23,377
|
|
||
Property, plant and equipment, gross
|
2,289,806
|
|
|
2,192,665
|
|
||
Accumulated depreciation
|
(922,911
|
)
|
|
(812,463
|
)
|
||
Property, plant and equipment, net
|
$
|
1,366,895
|
|
|
$
|
1,380,202
|
|
(12)
|
Goodwill
|
|
|
Refining and Marketing
|
|
Asphalt
|
|
Retail
|
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
39,028
|
|
|
$
|
16,726
|
|
|
$
|
50,189
|
|
|
$
|
105,943
|
|
Decrease of goodwill (1)
|
|
—
|
|
|
(4,030
|
)
|
|
—
|
|
|
(4,030
|
)
|
||||
Balance at December 31, 2014
|
|
39,028
|
|
|
12,696
|
|
|
50,189
|
|
|
101,913
|
|
||||
Decrease of goodwill (2)
|
|
(39,028
|
)
|
|
—
|
|
|
—
|
|
|
(39,028
|
)
|
||||
Balance at December 31, 2015
|
|
—
|
|
|
12,696
|
|
|
50,189
|
|
|
62,885
|
|
||||
Increase of goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
12,696
|
|
|
$
|
50,189
|
|
|
$
|
62,885
|
|
(1)
|
During the year ended December 31, 2014, we sold our Willbridge, Oregon asphalt terminal, which was allocated goodwill of
$4,030
at the time of disposition.
|
(2)
|
The volatility in the crude price environment during 2015 caused a reduction in the growth rate for U.S. crude oil production, which subsequently caused a reduction in U.S. crude oil price discounts compared to waterborne crude prices. As a result, we have delayed planned projects within the California refining reporting unit, which had a negative effect on the timing of future cash flows. We recognized a goodwill impairment loss of
$39,028
related to our California refining reporting unit for the year ended December 31, 2015.
|
(13)
|
Other Assets, Net
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred turnaround and catalyst costs
|
$
|
79,391
|
|
|
$
|
87,469
|
|
Environmental receivables (Note 22)
|
2,762
|
|
|
2,648
|
|
||
Intangible assets, net
|
18,962
|
|
|
14,505
|
|
||
Receivable from supply and offtake agreements (Note 10)
|
26,179
|
|
|
26,179
|
|
||
Fair value hedges of consigned inventory (Note 7)
|
14,777
|
|
|
33,797
|
|
||
Other, net
|
18,726
|
|
|
21,027
|
|
||
Total other assets
|
$
|
160,797
|
|
|
$
|
185,625
|
|
(14)
|
Accounts Payable, Accrued Liabilities and Other Non-Current Liabilities
|
(a)
|
Accounts Payable
|
(b)
|
Accrued Liabilities and Other Non-Current Liabilities
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued Liabilities:
|
|
|
|
||||
Taxes other than income taxes, primarily excise taxes
|
$
|
41,420
|
|
|
$
|
35,375
|
|
Employee costs
|
23,014
|
|
|
25,202
|
|
||
Commodity contracts
|
5,163
|
|
|
884
|
|
||
Accrued finance charges
|
1,866
|
|
|
1,789
|
|
||
Environmental accrual (Note 22)
|
4,237
|
|
|
7,880
|
|
||
Other
|
24,829
|
|
|
22,650
|
|
||
Total accrued liabilities
|
$
|
100,529
|
|
|
$
|
93,780
|
|
|
|
|
|
||||
Other Non-Current Liabilities:
|
|
|
|
||||
Pension and other postemployment benefit liabilities, net
|
$
|
48,983
|
|
|
$
|
49,054
|
|
Environmental accrual (Note 22)
|
41,399
|
|
|
38,482
|
|
||
Asset retirement obligations
|
12,463
|
|
|
10,906
|
|
||
Consignment inventory obligations (Note 10)
|
36,819
|
|
|
57,568
|
|
||
Interest rate swaps
|
1,956
|
|
|
2,176
|
|
||
RINs financing transactions
|
39,478
|
|
|
—
|
|
||
Other
|
7,735
|
|
|
7,749
|
|
||
Total other non-current liabilities
|
$
|
188,833
|
|
|
$
|
165,935
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
10,906
|
|
|
$
|
12,328
|
|
Accretion expense
|
804
|
|
|
775
|
|
||
Revisions in estimated cash flows
|
934
|
|
|
(2,128
|
)
|
||
Retirements
|
(181
|
)
|
|
(213
|
)
|
||
Additions
|
—
|
|
|
144
|
|
||
Balance at end of year
|
$
|
12,463
|
|
|
$
|
10,906
|
|
(15)
|
Postretirement Benefits
|
(a)
|
Retirement Plans
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
128,829
|
|
|
$
|
129,053
|
|
Service cost
|
3,806
|
|
|
3,985
|
|
||
Interest cost
|
5,637
|
|
|
5,022
|
|
||
Actuarial (gain) loss
|
3,662
|
|
|
(5,959
|
)
|
||
Benefits paid
|
(5,145
|
)
|
|
(3,272
|
)
|
||
Projected benefit obligations at end of year
|
$
|
136,789
|
|
|
$
|
128,829
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
86,828
|
|
|
$
|
84,893
|
|
Actual gain (loss) on plan assets
|
6,779
|
|
|
(468
|
)
|
||
Employer contribution
|
1,181
|
|
|
5,675
|
|
||
Benefits paid
|
(5,145
|
)
|
|
(3,272
|
)
|
||
Fair value of plan assets at end of year
|
$
|
89,643
|
|
|
$
|
86,828
|
|
Reconciliation of funded status:
|
|
|
|
||||
Fair value of plan assets at end of year
|
$
|
89,643
|
|
|
$
|
86,828
|
|
Less projected benefit obligations at end of year
|
136,789
|
|
|
128,829
|
|
||
Under-funded status at end of year
|
$
|
(47,146
|
)
|
|
$
|
(42,001
|
)
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Pension benefit liability
|
$
|
(47,146
|
)
|
|
$
|
(42,001
|
)
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Net actuarial loss
|
$
|
(42,692
|
)
|
|
$
|
(42,091
|
)
|
Prior service credit
|
174
|
|
|
225
|
|
||
Total
|
$
|
(42,518
|
)
|
|
$
|
(41,866
|
)
|
|
Pension
Benefits
|
||
Amortization of prior service credit
|
$
|
(51
|
)
|
Amortization of net actuarial loss
|
3,156
|
|
|
Total
|
$
|
3,105
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
136,789
|
|
|
$
|
128,829
|
|
Accumulated benefit obligation
|
129,292
|
|
|
119,031
|
|
||
Fair value of plan assets
|
89,643
|
|
|
86,828
|
|
|
Pension Benefits
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.15
|
%
|
|
4.45
|
%
|
|
3.95
|
%
|
Rate of compensation increase
|
2.20
|
%
|
|
3.00
|
%
|
|
2.50
|
%
|
|
Pension Benefits
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.45
|
%
|
|
3.95
|
%
|
|
4.75
|
%
|
Expected return on plan assets
|
8.50
|
%
|
|
8.50
|
%
|
|
8.60
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
2.50
|
%
|
|
3.00
|
%
|
|
Pension Benefits
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
3,806
|
|
|
$
|
3,985
|
|
|
$
|
3,424
|
|
Interest cost
|
5,637
|
|
|
5,022
|
|
|
4,952
|
|
|||
Amortization of prior service credit
|
(51
|
)
|
|
(51
|
)
|
|
(51
|
)
|
|||
Expected return on plan assets
|
(6,997
|
)
|
|
(6,329
|
)
|
|
(5,478
|
)
|
|||
Recognized net actuarial loss
|
3,278
|
|
|
3,408
|
|
|
2,432
|
|
|||
Net periodic benefit cost
|
$
|
5,673
|
|
|
$
|
6,035
|
|
|
$
|
5,279
|
|
|
Pension Benefits
|
||||
|
Plan Assets
|
||||
|
2016
|
|
2015
|
||
Asset Category:
|
|
|
|
||
Equity securities
|
78.1
|
%
|
|
76.9
|
%
|
Debt securities
|
12.6
|
%
|
|
12.5
|
%
|
Real estate investment trust
|
9.3
|
%
|
|
10.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Quoted Prices in
Active Markets
For Identical
Assets or
Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Consolidated
Total
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
56,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,959
|
|
International companies
|
13,045
|
|
|
—
|
|
|
—
|
|
|
13,045
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
|||||||
Preferred securities
|
4,000
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||
Bond securities
|
—
|
|
|
7,272
|
|
|
—
|
|
|
7,272
|
|
||||
Real estate securities
|
8,367
|
|
|
—
|
|
|
—
|
|
|
8,367
|
|
||||
Total
|
$
|
82,371
|
|
|
$
|
7,272
|
|
|
$
|
—
|
|
|
$
|
89,643
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
52,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,800
|
|
International companies
|
13,957
|
|
|
—
|
|
|
—
|
|
|
13,957
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Preferred securities
|
3,770
|
|
|
—
|
|
|
—
|
|
|
3,770
|
|
||||
Bond securities
|
—
|
|
|
7,067
|
|
|
—
|
|
|
7,067
|
|
||||
Real estate securities
|
9,234
|
|
|
—
|
|
|
—
|
|
|
9,234
|
|
||||
Total
|
$
|
79,761
|
|
|
$
|
7,067
|
|
|
$
|
—
|
|
|
$
|
86,828
|
|
(b)
|
Postretirement Medical Plan
|
(16)
|
Indebtedness
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Term loan credit facilities
|
$
|
284,233
|
|
|
$
|
256,519
|
|
Alon USA, LP Credit Facility
|
—
|
|
|
55,000
|
|
||
Convertible senior notes
|
136,602
|
|
|
129,623
|
|
||
Retail credit facilities
|
107,131
|
|
|
114,820
|
|
||
Total debt
|
527,966
|
|
|
555,962
|
|
||
Less: Current portion
|
16,414
|
|
|
16,420
|
|
||
Total long-term debt
|
$
|
511,552
|
|
|
$
|
539,542
|
|
(a)
|
Alon USA Energy, Inc.
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Equity component, pretax (1)
|
$
|
30,365
|
|
|
$
|
30,365
|
|
Convertible Notes:
|
|
|
|
||||
Principal balance
|
150,000
|
|
|
150,000
|
|
||
Less: Unamortized issuance discount
|
(11,848
|
)
|
|
(18,028
|
)
|
||
Less: Unamortized issuance costs
|
(1,550
|
)
|
|
(2,349
|
)
|
||
Convertible Notes, net
|
$
|
136,602
|
|
|
$
|
129,623
|
|
(b)
|
Alon USA Partners, LP
|
(c)
|
Alon Refining Krotz Springs, Inc.
|
(d)
|
Retail
|
(e)
|
Financial Covenants
|
(f)
|
Maturity of Long-Term Debt
|
Year ended December 31,
|
|
||
2017
|
$
|
16,414
|
|
2018
|
405,310
|
|
|
2019
|
109,298
|
|
|
2020
|
15,961
|
|
|
Total
|
$
|
546,983
|
|
(g)
|
Interest and Financing Expense
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense on debt
|
$
|
33,204
|
|
|
$
|
33,162
|
|
|
$
|
37,850
|
|
Letters of credit and finance charges
|
30,815
|
|
|
40,058
|
|
|
65,156
|
|
|||
Amortization of debt issuance costs
|
3,052
|
|
|
3,595
|
|
|
3,759
|
|
|||
Write-off of debt issuance costs
|
—
|
|
|
—
|
|
|
558
|
|
|||
Amortization of original issuance discount
|
6,831
|
|
|
6,273
|
|
|
6,306
|
|
|||
Write-off of original issuance discount
|
—
|
|
|
—
|
|
|
391
|
|
|||
Less: Capitalized interest
|
(4,185
|
)
|
|
(3,262
|
)
|
|
(2,877
|
)
|
|||
Total interest expense
|
$
|
69,717
|
|
|
$
|
79,826
|
|
|
$
|
111,143
|
|
(17)
|
Stockholders' Equity
|
(a)
|
Common stock (share value in dollars)
|
|
Common
Stock
|
|
|
(in thousands)
|
|
Balance as of December 31, 2013
|
68,641
|
|
Shares issued in connection with stock plans
|
304
|
|
Shares issued for payment of preferred stock dividends
|
3
|
|
Shares issued in connection with amended shareholder agreement
|
659
|
|
Balance as of December 31, 2014
|
69,607
|
|
Shares issued in connection with stock plans
|
693
|
|
Shares issued for payment of preferred stock dividends
|
1
|
|
Shares issued in connection with preferred share conversions
|
101
|
|
Shares issued in connection with amended shareholder agreement
|
558
|
|
Balance as of December 31, 2015
|
70,960
|
|
Shares issued in connection with stock plans
|
153
|
|
Shares issued in connection with amended shareholder agreement
|
465
|
|
Balance as of December 31, 2016
|
71,578
|
|
(b)
|
Preferred stock (share value in dollars)
|
(c)
|
Dividends
|
(d)
|
Accumulated Other Comprehensive Loss
|
|
Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Postretirement Benefit Plans
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
(1,357
|
)
|
|
$
|
(27,451
|
)
|
|
$
|
(28,808
|
)
|
Other comprehensive income (loss) before reclassifications
|
(348
|
)
|
|
571
|
|
|
223
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
476
|
|
|
1,998
|
|
|
2,474
|
|
|||
Net current-period other comprehensive income
|
128
|
|
|
2,569
|
|
|
2,697
|
|
|||
Balance at December 31, 2016
|
$
|
(1,229
|
)
|
|
$
|
(24,882
|
)
|
|
$
|
(26,111
|
)
|
(18)
|
Stock-Based Compensation (share values in dollars)
|
|
|
|
|
Weighted
Average
Grant Date
Fair Values
|
|||
Non-vested Shares
|
|
Shares
|
|
(per share)
|
|||
Non-vested at December 31, 2014
|
|
643,999
|
|
|
$
|
14.24
|
|
Granted
|
|
431,008
|
|
|
17.82
|
|
|
Vested
|
|
(169,280
|
)
|
|
14.69
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2015
|
|
905,727
|
|
|
$
|
15.86
|
|
Granted
|
|
374,298
|
|
|
7.29
|
|
|
Vested
|
|
(1,120,391
|
)
|
|
13.51
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2016
|
|
159,634
|
|
|
$
|
12.26
|
|
(19)
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(44,925
|
)
|
|
$
|
44,694
|
|
|
$
|
15,171
|
|
State
|
786
|
|
|
(2,318
|
)
|
|
1,781
|
|
|||
Total current
|
$
|
(44,139
|
)
|
|
$
|
42,376
|
|
|
$
|
16,952
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,630
|
|
|
$
|
3,360
|
|
|
$
|
7,176
|
|
State
|
(5,280
|
)
|
|
2,546
|
|
|
(1,215
|
)
|
|||
Total deferred
|
(2,650
|
)
|
|
5,906
|
|
|
5,961
|
|
|||
Income tax expense (benefit)
|
$
|
(46,789
|
)
|
|
$
|
48,282
|
|
|
$
|
22,913
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Computed expected tax expense (benefit)
|
$
|
(44,318
|
)
|
|
$
|
45,734
|
|
|
$
|
32,474
|
|
State and local income taxes, net of federal benefit
|
(5,119
|
)
|
|
1,604
|
|
|
532
|
|
|||
Non-controlling interest
|
(1,393
|
)
|
|
(10,272
|
)
|
|
(11,097
|
)
|
|||
Changes in non-deductible goodwill
|
—
|
|
|
13,660
|
|
|
1,411
|
|
|||
Other, net
|
4,041
|
|
|
(2,444
|
)
|
|
(407
|
)
|
|||
Income tax expense (benefit)
|
$
|
(46,789
|
)
|
|
$
|
48,282
|
|
|
$
|
22,913
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accounts receivable, allowance
|
$
|
197
|
|
|
$
|
198
|
|
Inventories
|
8,273
|
|
|
9,530
|
|
||
Accrued liabilities and other
|
1,564
|
|
|
1,605
|
|
||
Post-retirement benefits
|
16,623
|
|
|
18,437
|
|
||
Derivative instruments designated as cash flow hedges
|
721
|
|
|
800
|
|
||
Non-current accrued liabilities and other
|
20,970
|
|
|
24,383
|
|
||
Net operating loss carryover
|
23,923
|
|
|
21,212
|
|
||
Tax credits
|
1,141
|
|
|
1,150
|
|
||
Other
|
6,999
|
|
|
4,332
|
|
||
Deferred income tax assets
|
$
|
80,411
|
|
|
$
|
81,647
|
|
Deferred income tax liabilities:
|
|
|
|
||||
Deferred gain on the Offering of the Partnership
|
$
|
50,115
|
|
|
$
|
50,178
|
|
Deferred charges
|
358
|
|
|
401
|
|
||
Unrealized gains
|
(1,208
|
)
|
|
4,645
|
|
||
Property, plant and equipment
|
369,406
|
|
|
370,225
|
|
||
Other non-current
|
16,233
|
|
|
11,631
|
|
||
Intangibles
|
12,506
|
|
|
11,361
|
|
||
Deferred income tax liabilities
|
$
|
447,410
|
|
|
$
|
448,441
|
|
(20)
|
Earnings (Loss) Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
less: preferred stock dividends
|
—
|
|
|
15
|
|
|
59
|
|
|||
Net income (loss) available to common stockholders
|
(82,805
|
)
|
|
52,736
|
|
|
38,398
|
|
|||
|
|
|
|
|
|
||||||
Weighted average shares outstanding, basic
|
70,739
|
|
|
69,772
|
|
|
68,985
|
|
|||
Dilutive common stock equivalents
|
—
|
|
|
942
|
|
|
388
|
|
|||
Weighted average shares outstanding, diluted
|
70,739
|
|
|
70,714
|
|
|
69,373
|
|
|||
Earnings (loss) per share, basic
|
$
|
(1.17
|
)
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
Earnings (loss) per share, diluted
|
$
|
(1.17
|
)
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
(21)
|
Related Party Transactions
|
(22)
|
Commitments and Contingencies
|
(a)
|
Leases
|
(b)
|
Commitments
|
(c)
|
Contingencies
|
(d)
|
Environmental
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Discounted environmental liabilities
|
$
|
43,681
|
|
|
$
|
43,526
|
|
Undiscounted environmental liabilities
|
1,955
|
|
|
2,836
|
|
||
Total accrued environmental liabilities
|
$
|
45,636
|
|
|
$
|
46,362
|
|
Year ending December 31,
|
|
||
2017
|
$
|
3,909
|
|
2018
|
3,577
|
|
|
2019
|
2,756
|
|
|
2020
|
3,201
|
|
|
2021
|
2,788
|
|
|
2022 and thereafter
|
37,850
|
|
|
Discounted environmental liabilities, gross
|
54,081
|
|
|
Less: Discount applied
|
10,400
|
|
|
Discounted environmental liabilities
|
$
|
43,681
|
|
(23)
|
Quarterly Information (unaudited)
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth (1)
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
849,973
|
|
|
$
|
1,008,388
|
|
|
$
|
1,043,717
|
|
|
$
|
1,011,326
|
|
Operating loss
|
(39,439
|
)
|
|
(14,811
|
)
|
|
(3,414
|
)
|
|
(9,746
|
)
|
||||
Net loss
|
(36,060
|
)
|
|
(20,630
|
)
|
|
(7,338
|
)
|
|
(15,805
|
)
|
||||
Net loss available to stockholders
|
(35,537
|
)
|
|
(20,370
|
)
|
|
(8,800
|
)
|
|
(18,098
|
)
|
||||
Loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,103,240
|
|
|
$
|
1,301,341
|
|
|
$
|
1,151,204
|
|
|
$
|
782,367
|
|
Operating income (loss)
|
67,561
|
|
|
88,094
|
|
|
86,854
|
|
|
(39,100
|
)
|
||||
Net income (loss)
|
34,055
|
|
|
47,862
|
|
|
52,376
|
|
|
(51,906
|
)
|
||||
Net income (loss) available to stockholders
|
26,939
|
|
|
36,410
|
|
|
41,936
|
|
|
(52,534
|
)
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
$
|
0.60
|
|
|
$
|
(0.75
|
)
|
Diluted
|
$
|
0.38
|
|
|
$
|
0.50
|
|
|
$
|
0.58
|
|
|
$
|
(0.75
|
)
|
(1)
|
During the three months ended December 31, 2015, we recognized a goodwill impairment loss of
$39,028
related to our California refining reporting unit
(Note 12)
.
|
(24)
|
Subsequent Events
|
Exhibit No.
|
|
Description of Exhibit
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 2, 2017, by and among Alon USA Energy, Inc., Delek US Holdings, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc., and Delek Holdco, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on January 3, 2017, SEC File No. 001-32567).
|
2.2
|
|
First Amendment to Agreement and Plan of Merger, dated as of February 27, 2017, by and among Alon USA Energy, Inc., Delek US Holdings, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc., and Delek Holdco, Inc.
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q, filed by the Company on May 9, 2012, SEC File No. 001-32567).
|
3.2
|
|
Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K, filed by the Company on February 4, 2016, SEC File No. 333-124797).
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
4.2
|
|
Specimen 8.50% Series A Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.4 to Form 10-Q, filed by the Company on November 9, 2010, SEC File No. 001-32567).
|
4.3
|
|
Indenture related to the 3.00% Convertible Senior Notes due 2018, dated as of September 16, 2013, among Alon USA Energy, Inc. and U.S. Bank National Association, as trustee (including form of 3.00% Convertible Senior Note due 2018) (incorporated by reference to Exhibit 4.1 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
4.4
|
|
Form of Certificate of Designation of the 8.5% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to Form 10-Q filed by the Company on November 9, 2010, SEC File No. 001-32567).
|
4.5
|
|
Form of Certificate of Designation of the 8.5% Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.5 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.1
|
|
Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 5, 2008, SEC File No. 001-32567).
|
10.2
|
|
Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.3
|
|
Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007, SEC File No. 001-32567).
|
10.4
|
|
Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.5
|
|
Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.6
|
|
Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797).
|
10.7
|
|
Form of Registration Rights Agreement among the Company and Subsidiary Shareholders (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on June 26, 2012, SEC File No. 001-32567).
|
10.8
|
|
Second Amended and Restated Credit Agreement, dated as of March 14, 2014, among Southwest Convenience Stores, LLC, Skinny’s, LLC, as the Borrowers, Alon Brands, Inc., as a Guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, LC Issuer, Syndication Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 26, 2014, SEC File No. 001-32567).
|
10.9
|
|
Credit and Guaranty Agreement, dated as of November 26, 2012, among Alon USA Partners, LP, Alon USA Partners GP, LLC and certain subsidiaries of Alon USA Partners, LP, as Guarantors, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on November 30, 2012, SEC File No. 001-32567).
|
10.10*
|
|
Executive Employment Agreement between Jeff Morris and Alon USA Energy, Inc., dated May 3, 2011, (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 6, 2011, SEC File No. 001-32567).
|
10.11*
|
|
Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
Exhibit No.
|
|
Description of Exhibit
|
10.12*
|
|
Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.13*
|
|
Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on March 15, 2007, SEC File No. 001-32567).
|
10.14*
|
|
Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.15*
|
|
Second Amendment to Executive Employment Agreement, dated as of July 23, 2015, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 30, 2015, SEC File No. 001-32567).
|
10.16*
|
|
Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567).
|
10.17*
|
|
Agreement of Principles of Employment, dated as of December 22, 2009, between David Wiessman and the Company (incorporated by reference to Exhibit 10.44 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.18*
|
|
Amended and Restated Employment Agreement by and between Paramount Petroleum Corporation and Alan P. Moret, dated July 8, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 13, 2011, SEC File No. 001-32567).
|
10.19*
|
|
First Amendment to Amended and Restated Employment Agreement dated May 12, 2015 between Alon P. Moret and Alon USA GP, LLC, dated May 11, 2015 (incorporated by reference to Exhibit 10.4 to Form 8-K filed by the Company on May 15, 2015, SEC File No. 001-32567).
|
10.20*
|
|
Management Employment Agreement, dated as of May 1, 2008, between Kyle C. McKeen and Alon USA GP, LLC (incorporated by reference to Exhibit 10.47 to Form 10-K, filed by the Company on March 14, 2013 SEC File No. 001-32567).
|
10.21*
|
|
Description of Annual Bonus Plans (incorporated by reference to Exhibit 10.56 to Form 10-K, filed by the Company on March 15, 2011 SEC File No. 001-32567).
|
10.22*
|
|
Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.23*
|
|
Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.24*
|
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.25*
|
|
Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.26*
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).
|
10.27*
|
|
Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.28*
|
|
Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.29*
|
|
Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.30†
|
|
Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.31*
|
|
Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.32*
|
|
Second Amendment to Shareholder Agreement, dated May 12, 201 5 among Alon USA Energy, Inc., Alon Assets, Inc., Jeff Morris and Jeff Morris/IRA (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on May 15, 2015, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.33*
|
|
Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.34*
|
|
Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567).
|
10.35*
|
|
Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).
|
10.36*
|
|
Amendment to Shareholder Agreements among the Company, Alon Assets, Inc., Alon Operating, Inc., Jeff Morris and Jeff Morris/IRA, dated June 20, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on June 26, 2012, SEC File No. 001-32567).
|
10.37*
|
|
Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797).
|
10.38*
|
|
Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 9, 2012, SEC File No. 001-32567).
|
10.39*
|
|
Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567).
|
10.40*
|
|
Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No. 001-32567).
|
10.41*
|
|
Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567).
|
10.42*
|
|
Alon USA Energy, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 12, 2017).
|
10.43*
|
|
Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No. 001-32567).
|
10.44*
|
|
Form of Amendment to Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on January 27, 2010, SEC File No. 001-32567).
|
10.45*
|
|
Form II of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on January 27, 2010, SEC File No. 001-32567).
|
10.46
|
|
Form of Award Agreement relating to Executive Officer Restricted Stock Grants pursuant to the Alon USA Energy, Inc. 2005 Amended and Restated Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 9, 2011, SEC File No. 001-32567).
|
10.47
|
|
Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567).
|
10.48
|
|
First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567).
|
10.49
|
|
Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567).
|
10.50
|
|
Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.51
|
|
First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567).
|
10.52†
|
|
Second Amended and Restated Supply and Offtake Agreement, dated February 1, 2015 by and between Alon Refining Krotz Springs, Inc. and J. Aron & Company (incorporated by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.53
|
|
Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of January 13, 2017, between Alon Refining Krotz Springs, Inc. and J. Aron & Company.
|
10.54†
|
|
Second Amended and Restated Supply and Offtake Agreement by and between Alon USA, LP and J. Aron & Company, dated February 1, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.55†
|
|
Amended and Restated Supply and Offtake Agreement by and between J. Aron & Company and Alon Supply, Inc., dated February 1, 2015 (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.56
|
|
Form of Series A Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.105 to Form S-1/A, filed by the Company on October 22, 2010, SEC File No. 333-169583).
|
10.57
|
|
Form of Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.106 to Form 10-K, filed by the Company on March 13, 2012 SEC File No. 001-32567).
|
10.58
|
|
Omnibus Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc. and Alon Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.59
|
|
Services Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC by and Alon Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.60
|
|
Tax Sharing Agreement by and among Alon USA Partners, LP and Alon USA Energy, Inc., dated November 26, 2012 (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.61
|
|
Distributor Sales Agreement by and among Alon USA Partners, LP and Southwest Convenience Stores, LLC, dated November 26, 2012 (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.62
|
|
Offtake Agreement by and among Alon USA, LP and Paramount Petroleum Corporation, dated November 26, 2012 (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.63
|
|
Contribution, Conveyance and Assumption Agreement by and among Alon Assets, Inc., Alon USA Partners GP, LLC, Alon USA Partners, LP, Alon USA Energy, Inc., Alon USA Refining, LLC, Alon USA Operating, Inc., Alon USA, LP and Alon USA GP, LLC, dated November 26, 2012 (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on November 26, 2012, SEC File No. 001-32567).
|
10.64
|
|
Second Amended Revolving Credit Agreement, dated as of May 23, 2013, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 24, 2013, SEC File No. 001-32567).
|
10.65
|
|
Second Amendment to Second Amended and Restated Revolving Credit Agreement, dated May 6, 2015, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.4 to Form 10-Q filed by the Company on May 8, 2015, SEC File No. 001-32567).
|
10.66
|
|
Base Bond Hedge Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.67
|
|
Base Bond Hedge Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.68
|
|
Additional Bond Hedge Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.69
|
|
Additional Bond Hedge Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
Exhibit No.
|
|
Description of Exhibit
|
10.70
|
|
Base Warrant Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.71
|
|
Base Warrant Confirmation dated as of September 10, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.72
|
|
Additional Warrant Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Barclays Capital Inc., acting as agent for Barclays Bank PLC (incorporated by reference to Exhibit 10.7 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
10.73
|
|
Additional Warrant Confirmation dated as of September 11, 2013, by and between Alon USA Energy, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.8 to Form 8-K, filed by the Company on September 16, 2013, SEC File No. 001-32567).
|
21.1
|
|
Subsidiaries of Alon USA Energy, Inc.
|
23.1
|
|
Consent of KPMG LLP.
|
31.1
|
|
Certifications of Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certifications of Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
The following financial information from Alon USA Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
|
*
|
Identifies management contracts and compensatory plans or arrangements.
|
†
|
Filed under confidential treatment request.
|
Date:
|
February 27, 2017
|
By:
|
/s/ Alan Moret
|
|
|
|
Alan Moret
|
|
|
|
Interim Chief Executive Officer
|
Date:
|
February 27, 2017
|
By:
|
/s/ Ezra Uzi Yemin
|
|
|
|
Ezra Uzi Yemin
|
|
|
|
Chairman of the Board
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Alan Moret
|
|
|
|
Alan Moret
|
|
|
|
Interim Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Shai Even
|
|
|
|
Shai Even
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ David Wiessman
|
|
|
|
David Wiessman
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Zalman Segal
|
|
|
|
Zalman Segal
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Ron W. Haddock
|
|
|
|
Ron W. Haddock
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Ilan Cohen
|
|
|
|
Ilan Cohen
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Assaf Ginzburg
|
|
|
|
Assaf Ginzburg
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Frederec Green
|
|
|
|
Frederec Green
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Mark D. Smith
|
|
|
|
Mark D. Smith
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Avigal Soreq
|
|
|
|
Avigal Soreq
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ William Kacal
|
|
|
|
William Kacal
|
|
|
|
Director
|
|
|
|
|
Date:
|
February 27, 2017
|
By:
|
/s/ Franklin Wheeler
|
|
|
|
Franklin Wheeler
|
|
|
|
Director
|
|
COMPANY:
|
|
|
ALON USA ENERGY, INC.
|
|
|
By:
|
/s/ James Ranspot
|
|
Name:
|
James Ranspot
|
|
Title:
|
SVP, GC & Secretary
|
|
PARENT:
|
|
|
DELEK US HOLDINGS, INC.
|
|
|
By:
|
/s/ Assaf Ginzburg
|
|
Name:
|
Assaf Ginzburg
|
|
Title:
|
EVP & CFO
|
|
By:
|
/s/ Frederec Green
|
|
Name:
|
Frederec Green
|
|
Title:
|
EVP & COO
|
|
HOLDCO:
|
|
|
DELEK HOLDCO, INC.
|
|
|
By:
|
/s/ Assaf Ginzburg
|
|
Name:
|
Assaf Ginzburg
|
|
Title:
|
EVP & CFO
|
|
By:
|
/s/ Frederec Green
|
|
Name:
|
Frederec Green
|
|
Title:
|
EVP & COO
|
|
PARENT MERGER SUB:
|
|
|
DIONE MERGECO, INC.
|
|
|
By:
|
/s/ Assaf Ginzburg
|
|
Name:
|
Assaf Ginzburg
|
|
Title:
|
EVP & CFO
|
|
By:
|
/s/ Frederec Green
|
|
Name:
|
Frederec Green
|
|
Title:
|
EVP & COO
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ASTRO MERGER SUB:
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ASTRO MERGECO, INC.
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By:
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/s/ Assaf Ginzburg
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Name:
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Assaf Ginzburg
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Title:
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EVP & CFO
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By:
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/s/ Frederec Green
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Name:
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Frederec Green
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Title:
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EVP & COO
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Section 1
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Definitions; Interpretation
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SECTION 2
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Amendments and Agreements
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SECTION 3
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Representations and Warranties
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SECTION 4
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Miscellaneous
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1.
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I have reviewed this Annual Report on Form 10-K of Alon USA Energy, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2017
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By:
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/s/ Alan Moret
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Alan Moret
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Interim Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Alon USA Energy, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 27, 2017
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By:
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/s/ Shai Even
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Shai Even
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Senior Vice President and Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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Date:
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February 27, 2017
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By:
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/s/ Alan Moret
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Alan Moret
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Interim Chief Executive Officer
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Date:
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February 27, 2017
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By:
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/s/ Shai Even
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Shai Even
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Senior Vice President and Chief Financial Officer
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