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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 OR
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM TO.
 Commission file number: 001-32567
 ALON USA ENERGY, INC.
  Delaware
    
    74-2966572(State of incorporation)
    
    (I.R.S. Employer Identification No.)7616 LBJ Freeway, Suite 300, Dallas, Texas
    
    75251(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value
    
    New York Stock Exchange$0.01 per share
  o þ
 o þ
 þ o
 þ
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART IITEMS 1. AND 2.
    
    BUSINESS AND PROPERTIES
    
    
    1ITEM 1A.
    
    RISK FACTORS
    
    
    22ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    30ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    30ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    30PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASE OF EQUITY SECURITIES
    
    
    31ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    33ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    35ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    66ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    67ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    67ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    67ITEM 9B.
    
    OTHER INFORMATION
    
    
    68PART IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    69ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    69ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    69ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    69ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    69PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    70First Amendment to Second Amended and Restated Credit AgreementSubsidiariesConsent of KPMG LLPCertification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906




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##### Table of Contents



PART I
 
 ITEMS 1. AND 2. BUSINESS AND PROPERTIES.
 Statements in this Annual Report on Form 10-K, including those in Items 1 and 2, Business and
Properties, and Item 3, Legal Proceedings, that are not historical in nature should be deemed
forward-looking statements that are inherently uncertain. See Forward-Looking Statements in
Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7
for a discussion of forward-looking statements and of factors that could cause actual outcomes and
results to differ materially from those projected.
 COMPANY OVERVIEW
  www.alonusa.com
  www.sec.gov www.alonusa.com www.alonusa.com
 
    
    Compensation Committee Charter;
    
    Audit Committee Charter;
    
    Corporate Governance Guidelines; and
    
    Code of Business Conduct and Ethics.
  1




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BUSINESS
  Form
10-K.
 Refining and Marketing
  Big Spring Refinery
      2




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Year Ended December 31,2007
    
    2006
    
    2005Bpd
    
    %
    
    Bpd
    
    %
    
    Bpd
    
    %Refinery throughput:Sour crude
    
    
    58,607
    
    
    
    86.0
    
    
    
    58,529
    
    
    
    89.4
    
    
    
    55,643
    
    
    
    86.0Sweet crude
    
    
    5,017
    
    
    
    7.4
    
    
    
    2,987
    
    
    
    4.6
    
    
    
    5,072
    
    
    
    7.8Blendstocks
    
    
    4,521
    
    
    
    6.6
    
    
    
    3,897
    
    
    
    6.0
    
    
    
    4,040
    
    
    
    6.2Total refinery throughput (1)
    
    
    68,145
    
    
    
    100.0
    
    
    
    65,413
    
    
    
    100.0
    
    
    
    64,755
    
    
    
    100.0Refinery production:Gasoline
    
    
    32,135
    
    
    
    47.5
    
    
    
    29,671
    
    
    
    46.0
    
    
    
    29,499
    
    
    
    45.8Diesel/jet
    
    
    19,676
    
    
    
    29.1
    
    
    
    20,651
    
    
    
    32.0
    
    
    
    21,903
    
    
    
    34.0Asphalt
    
    
    7,620
    
    
    
    11.3
    
    
    
    6,147
    
    
    
    9.5
    
    
    
    5,824
    
    
    
    9.1Petrochemicals
    
    
    3,980
    
    
    
    5.9
    
    
    
    4,465
    
    
    
    6.9
    
    
    
    4,256
    
    
    
    6.6Other
    
    
    4,190
    
    
    
    6.2
    
    
    
    3,627
    
    
    
    5.6
    
    
    
    2,911
    
    
    
    4.5Total refinery production (2)
    
    
    67,601
    
    
    
    100.0
    
    
    
    64,561
    
    
    
    100.0
    
    
    
    64,393
    
    
    
    100.0Refinery utilization (3)
    
    
    92.5
    %
    
    
    
    
    
    
    90.8
    %
    
    
    
    
    
    
    94.3
    %
 
 (1)
    
    Total refinery throughput represents the total of crude oil and blendstock inputs in the
refinery production process.(2)
    
    Total refinery production represents the bpd of various finished products produced from
processing oil and other refinery feedstocks through the crude unit and other conversion
units at our Big Spring refinery.(3)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds. In March
2005, we expanded the crude oil throughput capacity of the Big Spring refinery from 62,000 bpd
to 70,000 bpd.  Big Spring Refinery Raw Material Supply
   3




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##### Table of Contents



Crude Oil Pipelines
  Crude Oil Pipelines
    
    Status
    
    Miles
    
    ConnectionsAmdel
    
    Sunoco Throughput
    
    
    504
    
    
    Midland and NederlandWhite Oil
    
    Sunoco Throughput
    
    
    25
    
    
    Garden City (Amdel) and Big SpringMesa Interconnect
    
    Owned
    
    
    4
    
    
    Mesa pipeline and Big SpringCenturion
    
    Owned (leased to Centurion)
    
    
    3
    
    
    Centurion pipeline and Big Spring
    Big Spring Refinery Production
 Gasoline
 4




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Distillates
 Asphalt
 Petrochemical Feedstocks and Other
 Big Spring Refinery Transportation Fuel Marketing
   Branded Transportation Fuel Marketing
  Unbranded Transportation Fuel Marketing
 5




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##### Table of Contents



Jet Fuel Marketing
 Product Supply Sales
 Big Spring Product Pipelines
  ExpirationProduct Pipelines
    
    Access
    
    Miles
    
    Connections
    
    DatePlains (1)
    
    Lease
    
    
    38
    
    
    Coahoma and Midland
    
    2012Fin-Tex
    
    HEP throughput
    
    
    137
    
    
    Midland and Orla (Holly)
    
    2020Holly
    
    Lease
    
    
    133
    
    
    Orla and El Paso
    
    2018Trust
    
    HEP throughput
    
    
    332
    
    
    Big Spring/Abilene/Wichita Falls
    
    2020Dyess JP-8
    
    HEP throughput
    
    
    2
    
    
    Abilene and Dyess Air Force Base
    
    2020River
    
    HEP throughput
    
    
    47
    
    
    Wichita Falls and Duncan (Magellan)
    
    2020Carswell
    
    Owned
    
    
    148
    
    
    Abilene and Fort Worth
    
    N/A
 
 (1)
    
    The description of the Plains pipeline does not include a 4-mile pipeline that we own
connecting Big Spring and Coahoma, Texas.   6




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##### Table of Contents



Product Terminals
  WorkingTerminals
    
    Access
    
    Capacity (1)
    
    Supply Source
    
    Mode of DeliveryBig Spring, Texas (2)
    
    Owned
    
    331
    
    Pipeline/refinery
    
    Pipeline/truckAbilene, Texas
    
    HEP
    
    111
    
    Pipeline
    
    Pipeline/truckWichita Falls, Texas
    
    HEP
    
    155
    
    Pipeline
    
    TruckDuncan, Oklahoma
    
    Owned (3)
    
    154
    
    Pipeline
    
    PipelineOrla, Texas
    
    HEP
    
    116
    
    Pipeline
    
    PipelineSouthlake, Texas
    
    Owned
    
    212
    
    Pipeline
    
    TruckTotal
    
    
    
    1,079
 
 (1)
    
    Measured in thousands of barrels.(2)
    
    Includes the tankage located at our Big Spring refinery.(3)
    
    The terminal is owned, but the underlying real property is leased.  West Coast Refineries and Terminals
  7




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Year Ended December 31, 2007
    

Period Ended December 31, 2006 (1)bpd
    
    %
    
    bpd
    
    %Refinery throughput:Sour crude
    
    
    20,839
    
    
    
    33.7
    
    
    
    37,171
    
    
    
    61.9Heavy crude
    
    
    40,700
    
    
    
    65.9
    
    
    
    22,533
    
    
    
    37.5Blendstocks
    
    
    223
    
    
    
    0.4
    
    
    
    362
    
    
    
    0.6Total refinery throughput (2)
    
    
    61,762
    
    
    
    100.0
    
    
    
    60,066
    
    
    
    100.0Refinery production:Gasoline
    
    
    7,318
    
    
    
    12.1
    
    
    
    6,806
    
    
    
    11.6
 8




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Year Ended December 31, 2007
    
    Period Ended December 31, 2006bpd
    
    %
    
    bpd
    
    %Diesel/jet
    
    
    13,360
    
    
    
    22.1
    
    
    
    11,026
    
    
    
    18.9Asphalt
    
    
    19,006
    
    
    
    31.5
    
    
    
    19,500
    
    
    
    33.3Other
    
    
    793
    
    
    
    1.3
    
    
    
    12,126
    
    
    
    20.7Light Unfinished
    
    
    3,071
    
    
    
    5.1
    
    
    
    6,144
    
    
    
    10.5Heavy Unfinished
    
    
    16,793
    
    
    
    27.9
    
    
    
    2,938
    
    
    
    5.0Total refinery production (3)
    
    
    60,341
    
    
    
    100.0
    
    
    
    58,540
    
    
    
    100.0Refinery utilization (4)
    
    
    
    
    
    
    85.9
    %
    
    
    
    
    
    
    83.8
    %
 
 (1)
    
    2006 data includes our Paramount refinery for the period from
August 1, 2006 through December 31, 2006 and our
Long Beach refinery for the period from September 28, 2006 through
December 31, 2006.(2)
    
    Total refinery throughput represents the total of crude oil and blendstock inputs in the
refinery production process.(3)
    
    Total refinery production represents the bpd of various finished products produced from
processing crude oil and other refinery feedstocks through the crude units and other
conversion units at our California refineries.(4)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds. Reflects the
effects of downtime associated with a planned turnaround of our No. 2 crude unit at the
Paramount refinery in March and April 2007.  California Refineries Raw Material Supply
  Crude Oil Pipelines
  Crude Oil Pipelines
    
    Status
    
    Miles
    
    ConnectionsParamount Crude
    
    Owned
    
    
    2.5
    
    
    Paramount and East Hynes TerminalChevron Crude
    
    Third Party
    
    
    15
    
    
    Paramount and local gathering systemNo. 3/No. 4
    
    Owned
    
    
    13
    
    
    Long Beach and Long Beach HarborBP
    
    Third Party
    
    
    1
    
    
    Long Beach and East Hynes Terminal
  9




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California Refineries Production
 Gasoline
 Distillates
 Asphalt
 Light and Heavy Unfinished Feedstocks
 California Refineries Transportation Fuel Marketing
    California Product Pipelines/Terminal
  10




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Product Pipelines
    
    Access
    
    Miles
    
    ConnectionsLine 145
    
    Owned and Leased
    
    
    8
    
    
    Paramount to a connection with Line 145Line 166
    
    Leased
    
    
    2
    
    
    Connects to Line 145 to Carson City,
California (Kinder Morgan)
  California Feedstock Pipelines
   Feedstock Pipelines
    
    Terminal
    
    Access
    
    Tankage (1)
    
    Miles
    
    ConnectionsChevron No.1
    
    
    
    Leased
    
    
    
    
    
    
    4
    
    
    Connects our
Paramount and Long
Beach refineries to
our Lakewood
TerminalLakewood
    
    Owned
    
    
    110
    
    
    
    
    
    
    Connects the
Chevron No. 1
pipeline to our
Line 160 pipelineLine 160
    
    
    
    Owned
    
    
    
    
    
    
    7.1
    
    
    Connects the
Lakewood Terminal
to our leased tanks
at Kinder Morgan,
other refiners and
third party
customersKinder Morgan

    Leased
    
    
    180
    
    
    
    
    
    
    Connects to our
Black Oil Pipeline
for deliveries to
other refiners and
third party
customersBlack Oil Pipeline
    
    
    
    Owned
    
    
    
    
    
    
    19
    
    
    Connects the Kinder
Morgan Terminal and
Plains Pipeline
System to LA Basin
refiners and
waterborne
terminalsLine 35
    
    
    
    Owned
    
    
    
    
    
    
    4.5
    
    
    Connects the Long
Beach and Paramount
refineries
 
 (1)
    
    Measured in thousands of barrels. Asphalt
   11




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Texas Asphalt Marketing
   West Coast Asphalt Marketing
  12




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Asphalt StorageTerminals
    
    Capacity (1)
    
    Receipt Capabilities
    
    Delivery CapabilitiesCalifornia Refineries
    
    
    731
    
    
    Refinery, Rail, Truck
    
    Rail, TruckWillbridge, OR refinery
    
    
    1,129
    (2)
    
    Refinery, Rail, Truck, Marine
    
    Rail, Truck, MarineElk Grove, CA
    
    
    307
    
    
    Rail, Truck
    
    TruckBakersfield, CA
    
    
    183
    
    
    Rail, Truck
    
    TruckMojave, CA
    
    
    283
    
    
    Rail, Truck
    
    TruckRichmond Beach, WA
    
    
    702
    (2)
    
    Rail, Truck, Marine
    
    Truck, MarineFernley, NV (3)
    
    
    254
    
    
    Rail, Truck
    
    TruckPhoenix, AZ
    
    
    165
    
    
    Rail, Truck
    
    TruckFlagstaff, AZ
    
    
    25
    
    
    Rail, Truck
    
    TruckFredonia, AZ
    
    
    79
    
    
    Truck
    
    Truck
 
 (1)
    
    Measured in thousands of barrels.(2)
    
    Storage figures for Willbridge and Richmond Beach include tanks in service for storage of
crude oil, fuel oil or other products.(3)
    
    50% interest.   13




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Retail
    Location
    
    Owned
    
    Leased
    
    TotalBig Spring, Texas
    
    
    6
    
    
    
    1
    
    
    
    7El Paso, Texas
    
    
    13
    
    
    
    75
    
    
    
    88Lubbock, Texas
    
    
    17
    
    
    
    5
    
    
    
    22Midland, Texas
    
    
    9
    
    
    
    9
    
    
    
    18Odessa, Texas
    
    
    10
    
    
    
    25
    
    
    
    35Wichita Falls, Texas
    
    
    8
    
    
    
    4
    
    
    
    12Abilene, Texas
    
    
    32
    
    
    
    9
    
    
    
    41Waco, Texas
    
    
    11
    
    
    
    3
    
    
    
    14Albuquerque, New Mexico
    
    
    12
    
    
    
    11
    
    
    
    23Other
    
    
    30
    
    
    
    17
    
    
    
    47Total stores
    
    
    148
    
    
    
    159
    
    
    
    307
   Convenience Store Management and Employees
 Distribution and Supply
 14




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7-Eleven License Agreement
 Technology and Store Automation
 Competition
      15




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Government Regulation and Legislation
 Environmental Controls and Expenditures
  Environmental Expenditures
  16




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17




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Remediation Efforts
       18




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Environmental Indemnity from FINA
 Environmental Insurance
 Environmental Indemnity to HEP
  19




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Environmental Indemnity to Sunoco
 Other Government Regulation
     Employees
  20




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Properties
  Executive Officers of the Registrant
  Name
    
    Age
    
    PositionDavid Wiessman
    
    53
    
    Executive Chairman of the Board of DirectorsJeff D. Morris
    
    56
    
    Director, President and Chief Executive OfficerClaire A. Hart
    
    52
    
    Senior Vice PresidentJoseph A. Concienne
    
    57
    
    Senior Vice President of Refining and TransportationAlan Moret
    
    53
    
    Senior Vice President of Asphalt OperationsShai Even
    
    39
    
    Vice President and Chief Financial OfficerJimmy C. Crosby
    
    48
    
    Vice President of Refining and SupplyJoseph Israel
    
    36
    
    Vice President of Mergers and AcquisitionsHarlin R. Dean
    
    41
    
    Vice President, General Counsel and SecretaryJoseph Lipman*
    
    62
    
    President and Chief Executive Officer of SCS
  David Wiessman
 Jeff D. Morris
 Claire A. Hart
 Joseph A. Concienne
 21




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Alan Moret
 Shai Even
 Jimmy C. Crosby
 Joseph Israel
 Harlin R. Dean
 Joseph Lipman
 
 ITEM 1A. RISK FACTORS.
  22




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The price volatility of crude oil, other feedstocks, refined products and fuel and utility
services may have a material adverse effect on our earnings, profitability and cash flows.
  
    
    changes in global and local economic conditions;
    
    domestic and foreign demand for fuel products;
    
    worldwide political conditions, particularly in significant oil producing regions such
as the Middle East, West Africa and Venezuela;
    
    the level of foreign and domestic production of crude oil and refined products and the
level of crude oil, feedstock and refined products imported into the United States;
    
    utilization rates of U.S. refineries;
    
    development and marketing of alternative and competing fuels;
    
    commodities speculation;
    
    federal and state government regulations; and
    
    local factors, including market conditions, weather conditions and the level of
operations of other refineries and pipelines in our markets.
    Our profitability depends, in part, on the sweet/sour crude oil price spread. A decrease in
this spread could negatively affect our profitability.
  23




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The profitability of our California refineries depends, in part, on the light/heavy crude oil
price spread. A decrease in this spread could negatively affect our profitability.
  The dangers inherent in our operations could cause disruptions and could expose us to
potentially significant losses, costs or liabilities.
   We are subject to interruptions of supply as a result of our reliance on pipelines for
transportation of crude oil and refined products.
  If the price of crude oil increases significantly, it could reduce our profit on our
fixed-price asphalt supply contracts.
  24




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Our operating results are seasonal and generally lower in the first and fourth quarters of the
year.
  If the price of crude oil increases significantly, it could limit our ability to purchase
enough crude oil to operate our refineries at full capacity.
  Changes in our credit profile could affect our relationships with our suppliers, which could
have a material adverse effect on our liquidity and our ability to operate our refineries at full
capacity.
  Competition in the refining and marketing industry is intense, and an increase in competition
in the markets in which we sell our products could adversely affect our earnings and profitability.
  Competition in the asphalt industry is intense, and an increase in competition in the markets
in which we sell our asphalt products could adversely affect our earnings and profitability.
   Competition in the retail industry is intense, and an increase in competition in the markets
in which our retail businesses operate could adversely affect our earnings and profitability.
  25




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We may incur significant costs to comply with new or changing environmental laws and
regulations.
    We may incur significant costs and liabilities with respect to environmental lawsuits and
proceedings and any investigation and remediation of existing and future environmental conditions.
  26




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We could incur substantial costs or disruptions in our business if we cannot obtain or
maintain necessary permits and authorizations or otherwise comply with health, safety,
environmental and other laws and regulations.
  We could encounter significant opposition to our refining operations at our California
refineries.
  Certain of our facilities are located in areas that have a history of earthquakes, the
occurrence of which could materially impact our operations.
  Terrorist attacks, threats of war or actual war may negatively affect our operations,
financial condition, results of operations and prospects.
  27




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The occurrence of a release of hazardous materials or a catastrophic event affecting our
California refineries could endanger persons living nearby.
  Covenants in our debt instruments could limit our ability to undertake certain types of
transactions and adversely affect our liquidity.
  Our insurance policies do not cover all losses, costs or liabilities that we may experience.
  We
are exposed to risks associated with the credit-worthiness of the
insurer of our environmental policies.
  If we lose any of our key personnel, our ability to manage our business and continue our
growth could be negatively affected.
  28




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A substantial portion of our refining workforce is unionized, and we may face labor
disruptions that would interfere with our operations.
  We conduct our convenience store business under a license agreement with 7-Eleven, and the
loss of this license could adversely affect the results of operations of our retail segment.
  We may not be able to successfully execute our strategy of growth through acquisitions.
  
    
    diversion of management time and attention from our existing business;
    
    challenges in managing the increased scope, geographic diversity and complexity of
operations;
    
    difficulties in integrating the financial, technological and management standards,
processes, procedures and controls of an acquired business with those of our existing
operations;
    
    liability for known or unknown environmental conditions or other contingent liabilities
not covered by indemnification or insurance;
    
    greater than anticipated expenditures required for compliance with environmental or
other regulatory standards or for investments to improve operating results;
    
    difficulties in achieving anticipated operational improvements;
    
    incurrence of additional indebtedness to finance acquisitions or capital expenditures
relating to acquired assets; and
    
    issuance of additional equity, which could result in further dilution of the ownership
interest of existing stockholders.
  29




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We depend upon our subsidiaries for cash to meet our obligations and pay any dividends, and we
do not own 100% of the stock of our operating subsidiaries.
    It may be difficult to serve process on or enforce a United States judgment against certain of
our directors.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  30




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE
OF EQUITY SECURITIES.
 Market Information
   Quarterly Period
    
    High
    
    Low2007Fourth Quarter
    
    $
    38.68
    
    
    $
    26.44Third Quarter
    
    
    46.34
    
    
    
    30.93Second Quarter
    
    
    45.07
    
    
    
    35.34First Quarter
    
    
    36.55
    
    
    
    24.472006Fourth Quarter
    
    $
    31.85
    
    
    $
    26.28Third Quarter
    
    
    42.97
    
    
    
    25.10Second Quarter
    
    
    36.20
    
    
    
    24.05First Quarter
    
    
    25.65
    
    
    
    18.83
 Holders
  Dividends
       31




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##### Table of Contents



Recent Sales of Unregistered Securities
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Stockholder Return Performance Graph
  
 32




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
    Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands, except per share data)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    4,542,151
    
    
    $
    3,093,890
    
    
    $
    2,330,334
    
    
    $
    1,709,117
    
    
    $
    1,411,959Operating costs and expenses (1)
    
    
    4,363,238
    
    
    
    2,877,811
    
    
    
    2,180,162
    
    
    
    1,639,853
    
    
    
    1,369,666Gain on disposition of assets (2)
    
    
    7,206
    
    
    
    63,255
    
    
    
    38,591
    
    
    
    175
    
    
    
    Operating income
    
    
    186,119
    
    
    
    279,334
    
    
    
    188,763
    
    
    
    69,439
    
    
    
    42,293Net income
    
    
    103,936
    
    
    
    157,368
    
    
    
    103,988
    
    
    
    25,132
    
    
    
    14,068Earnings per share, basic (3)
    
    $
    2.22
    
    
    $
    3.37
    
    
    $
    2.61
    
    
    $
    0.72
    
    
    $
    0.40Cash dividends per common share
    
    
    0.16
    
    
    
    3.03
    
    
    
    1.96
    
    
    
    
    
    
    
    Weighted average shares outstanding (3)
    
    
    46,763
    
    
    
    46,738
    
    
    
    39,889
    
    
    
    35,001
    
    
    
    35,001CASH FLOW DATA:Net cash provided by (used in):Operating activities
    
    $
    123,950
    
    
    $
    142,977
    
    
    $
    137,895
    
    
    $
    76,743
    
    
    $
    76,173Investing activities
    
    
    (147,254
    )
    
    
    (421,070
    )
    
    
    (106,962
    )
    
    
    (39,886
    )
    
    
    (34,664
    )Financing activities
    
    
    27,753
    
    
    
    205,439
    
    
    
    42,530
    
    
    
    19,244
    
    
    
    (39,667
    )BALANCE SHEET DATA (end of period):Cash and cash equivalents and
short-term investments
    
    $
    95,911
    
    
    $
    64,166
    
    
    $
    322,140
    
    
    $
    63,357
    
    
    $
    7,256Working capital
    
    
    279,580
    
    
    
    228,779
    
    
    
    275,996
    
    
    
    44,443
    
    
    
    5,071Total assets
    
    
    1,581,386
    
    
    
    1,408,785
    
    
    
    758,780
    
    
    
    472,516
    
    
    
    386,982Total debt
    
    
    536,615
    
    
    
    498,669
    
    
    
    132,390
    
    
    
    187,706
    
    
    
    166,816Stockholders equity
    
    
    387,767
    
    
    
    290,330
    
    
    
    279,493
    
    
    
    71,472
    
    
    
    46,923
 
 (1)
    
    Our buy/sell arrangements involve linked purchases and sales related to refined product
contracts entered into to address location, quality or grade requirements. As of January 1,
2006, these buy/sell transactions are included on a net basis in sales in the consolidated
statements of operations and profits are recognized when the exchanged product is sold. Prior
to January 1, 2006, the results of these buy/sell transactions were recorded separately in
sales and cost of sales in the consolidated statements of operations. See Note 2 to our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 33




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##### Table of Contents



(2)
    
    Gain on disposition of assets reported in 2007 reflects the
recognition of $7.2 million
deferred gain recorded primarily in connection with the HEP transaction. Gain on disposition of assets
reported in 2006 reflects the $52.5 million pre-tax gain recognized in connection with the
Amdel and White Oil transaction and the recognition of $10.8 million deferred gain recorded in
connection with the HEP transaction.(3)
    
    Weighted average shares outstanding and earnings per share amounts for the periods presented
reflect the effect of a 33,600-for-one split of our common stock which was effected on July 6,
2005. On August 2, 2005, we completed an initial public offering of 11,730,000 shares of our
common stock. The shares issued in our initial public offering are included in the number of
weighted average shares outstanding at December 31, 2007 and December 31, 2006. 34




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion of our financial condition and results of operations is provided as a
supplement to, and should be read in conjunction with, our consolidated financial statements and
the notes thereto included elsewhere in this Annual Report on Form 10-K and the other sections of
this Annual Report on Form 10-K , including Items 1 and 2 Business and Properties, and Item 6
Selected Financial Data.
 Forward-Looking Statements
    
    
    changes in general economic conditions and capital markets;
    
    changes in the underlying demand for our products;
    
    the availability, costs and price volatility of crude oil, other refinery feedstocks and
refined products;
    
    changes in the sweet/sour spread;
    
    changes in the light/heavy spread;
    
    the effects of transactions involving forward contracts and derivative instruments;
    
    actions of customers and competitors;
    
    changes in fuel and utility costs incurred by our facilities;
    
    disruptions due to equipment interruption, pipeline disruptions or failure at our or
third-party facilities;
    
    expected cost savings from the Paramount Petroleum Corporation and Edgington Oil
acquisitions may not be fully realized or recognized within the expected time frame;
    
    revenues or margins following the Paramount Petroleum Corporation and Edgington Oil
acquisitions may be lower than expected;
    
    the execution of planned capital projects;
 35




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##### Table of Contents




    
    adverse changes in the credit ratings assigned to our trade credit and debt instruments;
    
    the effects of and cost of compliance with current and future state and federal
environmental, economic, safety and other laws, policies and regulations;
    
    operating hazards, natural disasters, casualty losses and other matters beyond our
control;
    
    our planned projects to bring back online the naphtha hydrotreater and the design and
construction of a hydrocracker unit at our California refineries may not be completed
within the expected time frames or within the budgeted costs for such projects due to
factors outside of our control;
    
    with respect to the February 18, 2008 explosion at our Big Spring refinery, the
resulting damage to equipment and disruption to operations at our Big Spring refinery may
be greater than currently anticipated; the costs and time necessary to resume operations at
the Big Spring refinery may be greater than currently anticipated or may be increased due
to factors outside of our control, and we may not fully recover all costs, expenses and
damages resulting from the incident under applicable insurance policies; and
    
    the other factors discussed under Item 1A Risk Factors.
  Overview
  Refining and Marketing Segment
   Asphalt Segment
 36




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##### Table of Contents



Retail Segment
 Summary of 2007 Developments
    2007 Operations Highlights
   
    
    Our average refinery operating margin for the Big Spring refinery increased by $0.24 per
barrel to $13.96 per barrel for the year ended December 31, 2007, compared to 2006.
    
    Refinery production at our Big Spring refinery increased to 67,601 barrels per day
(bpd) in 2007 compared to 64,561 bpd for 2006.
    
    The average sweet/sour spread for the year ended December 31, 2007 was $5.00 per barrel
compared to $5.15 per barrel for the year ended December 31, 2006. The average light/heavy
spread for the year ended December 31, 2007 was $12.46 per barrel compared to $14.74 per
barrel for the year ended December 31, 2006.
 37




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##### Table of Contents




    
    Our capital expenditures and turnaround spending for 2007 totaled $52.0 million, of
which $9.8 million was spent on catalysts, $11.1 million was spent on regulatory and
compliance projects and $31.1 million was spent on various sustaining and capital
improvement projects.
 Recent Development
  Major Influences on Results of Operations
 Refining and Marketing
    38




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##### Table of Contents



Asphalt
 Retail
 Factors Affecting Comparability
  39




---



##### Table of Contents



Prepayment of Term Loan
  Amdel and White Oil Pipeline Transaction
  Retail Store Acquisitions
   Refinery Acquisitions
   Unscheduled Turnaround.
  40




---



##### Table of Contents



Hurricane Activity
  HEP Transaction
    Increased Crude Oil Throughput Capacity.
  Results of Operations
 Net Sales
  Cost of Sales
 41




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##### Table of Contents



Direct Operating Expenses
 Selling, General and Administrative Expenses
 Summary Financial Tables
 42




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005(dollars in thousands)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    4,542,151
    
    
    $
    3,093,890
    
    
    $
    2,330,334Operating costs and expenses:Cost of sales
    
    
    3,999,287
    
    
    
    2,627,321
    
    
    
    1,990,338Direct operating expenses
    
    
    201,196
    
    
    
    129,277
    
    
    
    93,843Selling, general and administrative expenses (2)
    
    
    105,352
    
    
    
    86,939
    
    
    
    75,046Depreciation and amortization (3)
    
    
    57,403
    
    
    
    34,274
    
    
    
    20,935Total operating costs and expenses
    
    
    4,363,238
    
    
    
    2,877,811
    
    
    
    2,180,162Gain on disposition of assets (4)
    
    
    7,206
    
    
    
    63,255
    
    
    
    38,591Operating income
    
    
    186,119
    
    
    
    279,334
    
    
    
    188,763Interest expense (5)
    
    
    (47,747
    )
    
    
    (30,658
    )
    
    
    (19,326
    )Equity earnings of investees
    
    
    11,177
    
    
    
    3,161
    
    
    
    1,086Other income, net
    
    
    6,565
    
    
    
    7,740
    
    
    
    4,775Income before income tax expense and minority interest
in income of subsidiaries
    
    
    156,114
    
    
    
    259,577
    
    
    
    175,298Income tax expense
    
    
    46,199
    
    
    
    93,968
    
    
    
    65,518Income before minority interest in income of subsidiaries
    
    
    109,915
    
    
    
    165,609
    
    
    
    109,780Minority interest in income of subsidiaries
    
    
    5,979
    
    
    
    8,241
    
    
    
    5,792Net income
    
    $
    103,936
    
    
    $
    157,368
    
    
    $
    103,988Earnings per share, basic
    
    $
    2.22
    
    
    $
    3.37
    
    
    $
    2.61Weighted average shares outstanding
    
    
    46,763
    
    
    
    46,738
    
    
    
    39,889Cash dividends per share
    
    $
    0.16
    
    
    $
    3.03
    
    
    $
    1.96CASH FLOW DATA:Net cash provided by (used in):Operating activities
    
    $
    123,950
    
    
    $
    142,977
    
    
    $
    137,895Investing activities
    
    
    (147,254
    )
    
    
    (421,070
    )
    
    
    (106,962
    )Financing activities
    
    
    27,753
    
    
    
    205,439
    
    
    
    42,530BALANCE SHEET DATA (end of period):Cash and cash equivalents and short-term investments
    
    $
    95,911
    
    
    $
    64,166
    
    
    $
    322,140Working capital
    
    
    279,580
    
    
    
    228,779
    
    
    
    275,996Total assets
    
    
    1,581,386
    
    
    
    1,408,785
    
    
    
    758,780Total debt
    
    
    536,615
    
    
    
    498,669
    
    
    
    132,390Total Stockholders equity
    
    
    387,767
    
    
    
    290,330
    
    
    
    279,493OTHER DATA:Adjusted EBITDA (6)
    
    $
    254,058
    
    
    $
    261,254
    
    
    $
    176,968Capital expenditures (7)
    
    
    42,204
    
    
    
    39,832
    
    
    
    23,034Capital expenditures for turnarounds and catalysts
    
    
    9,842
    
    
    
    3,940
    
    
    
    12,041
 
 (1)
    
    Includes excise taxes on sales by the retail segment of $35.8 million, $29.1 million, and
$33.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.(2)
    
    Includes corporate headquarters selling, general and administrative expenses of $0.5 million,
$0.5 million and $0.5 million for the years ended December 31, 2007, 2006 and 2005,
respectively, which are not allocated to our three operating segments(3)
    
    Includes corporate depreciation and amortization of $0.9 million, $1.6 million and $1.9
million for the years ended December 31, 2007, 2006 and 2005, respectively, which are not
allocated to our three operating segments. 43




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##### Table of Contents



(4)
    
    Gain on disposition of assets reported in 2007 reflects the recognition of $7.2 million
deferred gain recorded primarily in connection with the HEP transaction. Gain on disposition
of assets reported in 2006 reflects the $52.5 million pre-tax gain recognized in connection
with the Amdel and White Oil transaction and the recognition of $10.8 million deferred gain
recorded primarily in connection with the HEP transaction.(5)
    
    Interest expense for the year ended December 31, 2006
includes $3.6 million of prepayment
premiums and $6.1 million of unamortized debt issuance costs written off as a result of
prepayments of $100.0 million term loan in January 2006 and $30.2 million of retail debt in
July 2006.(6)
    
    See  Reconciliation of Amounts Reported Under Generally Accepted Accounting Principles
for information regarding our definition of Adjusted EBITDA, its limitations as an analytical
tool and a reconciliation of net income to Adjusted EBITDA for the periods presented.(7)
    
    Includes corporate capital expenditures of $1.6 million, $0.2 million and $0.5 million for
the years ended December 31, 2007, 2006 and 2005, respectively, which are not included in our
three operating segment capital expenditures. 44




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##### Table of Contents



REFINING AND MARKETING SEGMENT
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(dollars in thousands, except per barrel data andpricing statistics)STATEMENT OF OPERATIONS DATA:Net sales (1) (2)
    
    $
    4,128,153
    
    
    $
    2,744,943
    
    
    $
    2,138,634Operating costs and expenses:Cost of sales (2)
    
    
    3,720,870
    
    
    
    2,385,080
    
    
    
    1,846,739Direct operating expenses
    
    
    154,267
    
    
    
    108,673
    
    
    
    88,145Selling, general and administrative expenses
    
    
    28,141
    
    
    
    21,375
    
    
    
    23,232Depreciation and amortization
    
    
    46,628
    
    
    
    24,961
    
    
    
    14,330Total operating costs and expenses
    
    
    3,949,906
    
    
    
    2,540,089
    
    
    
    1,972,446Gain on disposition of assets (3)
    
    
    7,138
    
    
    
    63,251
    
    
    
    38,628Operating income
    
    $
    185,385
    
    
    $
    268,105
    
    
    $
    204,816KEY OPERATING STATISTICS AND OTHER DATA:Total sales volume (bpd)
    
    
    125,585
    
    
    
    131,662
    
    
    
    87,251Non-integrated marketing sales volume (bpd) (4)
    
    
    13,346
    
    
    
    17,995
    
    
    
    20,335Non-integrated marketing margin (per barrel sales volume) (4)
    
    $
    0.56
    
    
    $
    (0.47
    )
    
    $
    (1.32
    )Per barrel of throughput:Refinery operating margin  Big Spring (5)
    
    $
    13.96
    
    
    $
    13.72
    
    
    $
    12.77Refinery operating margin  CA Refineries (5) (6)
    


    2.54
    
    


    3.50
    
    


    Refinery direct operating expenses  Big Spring (7)
    
    $
    3.67
    
    
    $
    3.63
    
    
    $
    3.73Refinery direct operating expenses  CA Refineries (6) (7)
    
    
    2.79
    
    
    
    2.38
    
    
    
    Capital expenditures
    
    $
    29,498
    
    
    $
    27,740
    
    
    $
    18,910Capital expenditures for turnarounds and catalysts
    
    
    9,842
    
    
    
    3,940
    
    
    
    12,041PRICING STATISTICS:WTI crude oil (per barrel)
    
    $
    72.32
    
    
    $
    66.06
    
    
    $
    56.49WTS crude oil (per barrel)
    
    
    67.32
    
    
    
    60.91
    
    
    
    51.87MAYA crude oil (per barrel)
    
    
    59.86
    
    
    
    51.26
    
    
    
    40.89Crack spreads (3/2/1) (per barrel):Gulf Coast
    
    $
    15.00
    
    
    $
    12.48
    
    
    $
    11.45Group III
    
    
    19.41
    
    
    
    14.37
    
    
    
    11.44West Coast
    
    
    27.37
    
    
    
    24.30
    
    
    
    21.43Crack spreads (6/1/2/3) (per barrel):West Coast
    
    $
    6.33
    
    
    $
    3.66
    
    
    $
    6.10Crude differentials (per barrel):WTI less WTS
    
    $
    5.00
    
    
    $
    5.15
    
    
    $
    4.62WTI less MAYA
    
    
    12.46
    
    
    
    14.74
    
    
    
    15.55Product price (per gallon):Gulf Coast unleaded gasoline
    
    
    204.5
    ¢
    
    
    182.9
    ¢
    
    
    158.8
    ¢Gulf Coast low-sulfur diesel
    
    
    214.7
    
    
    
    195.1
    
    
    
    167.6Group III unleaded gasoline
    
    
    216.0
    
    
    
    186.6
    
    
    
    159.4Group III low-sulfur diesel
    
    
    223.3
    
    
    
    201.4
    
    
    
    166.5West Coast LA Carbob (unleaded gasoline)
    
    
    244.2
    
    
    
    219.6
    
    
    
    188.5West Coast LA ultra low-sulfur diesel
    
    
    223.7
    
    
    
    206.0
    
    
    
    180.0Natural gas (per MMBTU)
    
    $
    7.12
    
    
    $
    6.98
    
    
    $
    9.01
 45




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005bpd
    
    
    %
    
    
    bpd
    
    
    %
    
    
    bpd
    
    
    %THROUGHPUT AND PRODUCTION DATA:Big Spring RefineryRefinery throughput:Sour crude
    
    
    58,607
    
    
    
    86.0
    
    
    
    58,529
    
    
    
    89.4
    
    
    
    55,643
    
    
    
    86.0Sweet crude
    
    
    5,017
    
    
    
    7.4
    
    
    
    2,987
    
    
    
    4.6
    
    
    
    5,072
    
    
    
    7.8Blendstocks
    
    
    4,521
    
    
    
    6.6
    
    
    
    3,897
    
    
    
    6.0
    
    
    
    4,040
    
    
    
    6.2Total refinery throughput (8) (9)
    
    
    68,145
    
    
    
    100.0
    
    
    
    65,413
    
    
    
    100.0
    
    
    
    64,755
    
    
    
    100.0Refinery production:Gasoline
    
    
    32,135
    
    
    
    47.5
    
    
    
    29,671
    
    
    
    46.0
    
    
    
    29,499
    
    
    
    45.8Diesel/jet
    
    
    19,676
    
    
    
    29.1
    
    
    
    20,651
    
    
    
    32.0
    
    
    
    21,903
    
    
    
    34.0Asphalt
    
    
    7,620
    
    
    
    11.3
    
    
    
    6,147
    
    
    
    9.5
    
    
    
    5,824
    
    
    
    9.1Petrochemicals
    
    
    3,980
    
    
    
    5.9
    
    
    
    4,465
    
    
    
    6.9
    
    
    
    4,256
    
    
    
    6.6Other
    
    
    4,190
    
    
    
    6.2
    
    
    
    3,627
    
    
    
    5.6
    
    
    
    2,911
    
    
    
    4.5Total refinery production (10)
    
    
    67,601
    
    
    
    100.0
    
    
    
    64,561
    
    
    
    100.0
    
    
    
    64,393
    
    
    
    100.0Refinery utilization (11)
    
    
    
    
    
    
    92.5
    %
    
    
    
    
    
    
    90.8
    %
    
    
    
    
    
    
    94.3
    %
 Year Ended December 31, 2007
    
    
    Period Ended December 31, 2006bpd
    
    
    %
    
    
    bpd
    
    
    %California RefineriesRefinery throughput:Sour crude
    
    
    20,839
    
    
    
    33.7
    
    
    
    37,171
    
    
    
    61.9Heavy crude
    
    
    40,700
    
    
    
    65.9
    
    
    
    22,533
    
    
    
    37.5Blendstocks
    
    
    223
    
    
    
    0.4
    
    
    
    362
    
    
    
    0.6Total refinery throughput (8) (12)
    
    
    61,762
    
    
    
    100.0
    
    
    
    60,066
    
    
    
    100.0Refinery production:Gasoline
    
    
    7,318
    
    
    
    12.1
    
    
    
    6,806
    
    
    
    11.6Diesel/jet
    
    
    13,360
    
    
    
    22.1
    
    
    
    11,026
    
    
    
    18.9Asphalt
    
    
    19,006
    
    
    
    31.5
    
    
    
    19,500
    
    
    
    33.3Light Unfinished
    
    
    3,071
    
    
    
    5.1
    
    
    
    6,144
    
    
    
    10.5Heavy Unfinished
    
    
    16,793
    
    
    
    27.9
    
    
    
    2,938
    
    
    
    5.0Other
    
    
    793
    
    
    
    1.3
    
    
    
    12,126
    
    
    
    20.7Total refinery production (10)
    
    
    60,341
    
    
    
    100.0
    
    
    
    58,540
    
    
    
    100.0Refinery utilization (11)
    
    
    
    
    
    
    85.9
    %
    
    
    
    
    
    
    83.8
    %
 
 (1)
    
    Net sales include inter-segment sales to our asphalt and retail segments at prices which are
intended to approximate wholesale market prices. These inter-segment sales are eliminated
through consolidation of our financial statements. Net sales for the year ended 2006 include
$3.3 million for the sale of sulfur credits. Following the acquisition of Paramount Petroleum
Corporation and Edgington Oil Company, we notified the Environmental Protection Agency that we
no longer qualify as a small refiner which will limit our ability to generate sulfur credits
in the future.(2)
    
    Our buy/sell arrangements involve linked purchase and sales related to refined product
contracts entered into to address location or grade requirements. Included in cost of sales
are amounts which approximate the revenues resulting from these transactions. See Note 2 to
our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.(3)
    
    Gain on disposition of assets reported in 2007 reflects the recognition of $7.1 million
deferred gain recorded in connection with the HEP transaction. Gain on disposition of assets
reported in 2006 reflects the $52.5 million
pre-tax gain recognized in connection with the Amdel and White Oil transaction and the
recognition of $10.8 million deferred gain recorded in connection with the HEP transaction. 46




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##### Table of Contents



(4)
    
    Non-integrated marketing sales volume represents refined products sales to our wholesale
marketing customers located in our non-integrated region. The refined products we sell in
this region are obtained from third-party suppliers. Non-integrated marketing margin
represents the margin between net sales and cost of sales attributable to our non-integrated
refined products sales volume, expressed on a per barrel basis.(5)
    
    Refinery operating margin for our Big Spring refinery is a per barrel measurement calculated
by dividing the margin between net sales (exclusive of sale of sulfur credits for $3.3 million
for the year ended December 31, 2006) and cost of sales attributable to our refining and
marketing segment, exclusive of net sales and cost of sales relating to our non-integrated
system, by our Big Spring 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. The refinery operating margin for our California refineries is calculated by
dividing the margin between the net sales and cost of sales by the throughput volumes at the
California refineries. The 2006 refinery operating margin for the California refineries
includes a charge of $20.0 million to cost of sales for inventories adjustments related to
acquisitions.(6)
    
    Total refinery throughput and production
data includes our Paramount refinery for the period from August 1, 2006 through December 31, 2006
and our Long Beach refinery for the period from September 28,
2006 through December 31, 2006.(7)
    
    Refinery direct operating expenses is a per barrel measurement calculated by dividing direct
operating expenses at our Big Spring and California refineries, exclusive of depreciation and
amortization, by the applicable refinerys total throughput volumes.(8)
    
    Total refinery throughput represents the aggregate volume of crude oil and blendstock used in
the refinery production process.(9)
    
    2007 throughput reflects the effects of downtime associated with a scheduled reformer
regeneration in January 2007, scheduled maintenance in the third quarter of 2007 and
restrictions on throughput caused by limited hydrogen production  due
to operational issues in the catalytic reformer which were resolved by a reformer
regeneration that was completed in January 2008.(10)
    
    Total refinery production represents the barrels per day of various finished products
produced from processing crude oil and other refinery feedstocks through the crude units and
other conversion units at the applicable refinery.(11)
    
    Refinery utilization represents average daily crude oil throughput divided by crude oil
capacity, excluding planned periods of downtime for maintenance and turnarounds.(12)
    
    2007 throughput reflects the effects of downtime associated with a planned turnaround of the
No. 2 crude unit at our Paramount refinery in March and April 2007, the startup of the No. 1
crude unit at the Long Beach refinery in September, the downtime associated with the No. 2
crude unit at the Long Beach refinery in November and, as a result of an unfavorable refining
environment, especially with respect to asphalt, the cessation of crude processing altogether
at Long Beach in late November 2007 and a reduction in throughput at our Paramount refinery. 47




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##### Table of Contents



ASPHALT SEGMENT
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(dollars in thousands, except per ton data)STATEMENT OF OPERATIONS DATA:Net sales
    
    $
    642,937
    
    
    $
    389,634
    
    
    $
    114,910Operating costs and expenses:Cost of sales (1)
    
    
    592,709
    
    
    
    346,839
    
    
    
    124,124Direct operating expenses
    
    
    46,929
    
    
    
    20,604
    
    
    
    5,698Selling, general and administrative expenses
    
    
    2,825
    
    
    
    8,773
    
    
    
    1,527Depreciation and amortization
    
    
    2,145
    
    
    
    2,247
    
    
    
    134Total operating costs and expenses
    
    
    644,608
    
    
    
    378,463
    
    
    
    131,483Operating income (loss)
    
    $
    (1,671
    )
    
    $
    11,171
    
    
    $
    (16,573
    )KEY OPERATING STATISTICS AND OTHER DATA:Number of terminals (end of period)
    
    
    12
    
    
    
    12
    
    
    
    2Asphalt sales volume (thousands of tons)
    
    
    1,927
    
    
    
    1,153
    
    
    
    487Average sales price per ton
    
    $
    333.65
    
    
    $
    337.93
    
    
    $
    235.95Asphalt margin per ton (2)
    
    $
    26.07
    
    
    $
    37.12
    
    
    $
    (18.92
    )Capital expenditures
    
    $
    2,167
    
    
    $
    3,156
    
    
    $
    170
 
 (1)
    
    Cost of sales includes inter-segment purchases of asphalt from our refining and marketing
segment at prices substantially determined by reference to the cost of crude oil, which is
intended to approximate wholesale market prices. These inter-segment purchases are eliminated
through consolidation of our financial statements.(2)
    
    Asphalt margin represents the difference between asphalt sales and the related net cost of
purchased asphalt, including transportation costs and discounts, divided by asphalt sales
volume. Asphalt margins are used in the asphalt industry to measure operating results related
to asphalt sales. 48




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##### Table of Contents



RETAIL SEGMENT
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(dollars in thousands, except per gallon data)STATEMENT OF OPERATIONS DATA:Net sales (1)
    
    $
    481,797
    
    
    $
    351,493
    
    
    $
    326,537Operating costs and expenses:Cost of sales (2)
    
    
    396,444
    
    
    
    287,582
    
    
    
    269,222Selling, general and administrative expenses
    
    
    73,863
    
    
    
    56,280
    
    
    
    49,796Depreciation and amortization
    
    
    7,724
    
    
    
    5,453
    
    
    
    4,557Total operating costs and expenses
    
    
    478,031
    
    
    
    349,315
    
    
    
    323,575Gain (loss) on disposition of assets
    
    
    68
    
    
    
    4
    
    
    
    (37
    )Operating income
    
    $
    3,834
    
    
    $
    2,182
    
    
    $
    2,925KEY OPERATING STATISTICS AND OTHER DATA:Number of stores (end of period)
    
    
    307
    
    
    
    206
    
    
    
    167Fuel sales (thousands of gallons)
    
    
    91,946
    
    
    
    75,969
    
    
    
    87,714Fuel sales (thousands of gallons per site per month) (3)
    
    
    30
    
    
    
    34
    
    
    
    45Fuel margin (cpg) (4)
    
    
    19.0
    ¢
    
    
    16.0
    ¢
    
    
    14.9
    ¢Fuel sales price (dollar per gallon) (5)
    
    $
    2.82
    
    
    $
    2.55
    
    
    $
    2.20Merchandise sales
    
    $
    221,640
    
    
    $
    157,468
    
    
    $
    133,305Merchandise sales (per site per month) (3)
    
    
    72
    
    
    
    70
    
    
    
    68Merchandise margin (6)
    
    
    30.6
    %
    
    
    32.9
    %
    
    
    33.2
    %Capital expenditures
    
    $
    8,968
    
    
    $
    8,748
    
    
    $
    3,484
 
 (1)
    
    Includes excise taxes on sales by the retail segment of $35.8 million, $29.1 million, and
$33.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.(2)
    
    Cost of sales includes inter-segment purchases of motor fuels from our refining and marketing
segment at prices which approximate market prices. These inter-segment purchases are
eliminated through consolidation of our financial statements.(3)
    
    Fuel and merchandise sales per site for 2007 were calculated using 206 stores for six months
and 307 stores for six months due to the acquisition of Skinnys, Inc. on June 29, 2007. Fuel
and merchandise sales per site for 2006 were calculated using 167 stores for six months and
206 stores for six months due to the Good Time Stores acquisition on July 3, 2006.(4)
    
    Fuel margin represents the difference between motor fuel revenues and the net cost of
purchased fuel, including transportation costs and associated motor fuel taxes, expressed on a
cents per gallon basis. Motor fuel margins are frequently used in the retail industry to
measure operating results related to motor fuel sales.(5)
    
    Fuel sales price per gallon represents the average sales price for motor fuels sold through
our retail segment(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. 49




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##### Table of Contents



Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
 Net Sales
 Consolidated.
 Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 Cost of Sales
 Consolidated
 Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 Direct Operating Expenses
 Consolidated
 50




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##### Table of Contents



Refining and Marketing Segment
 Asphalt Segment
 Selling, General and Administrative Expenses
 Consolidated
 Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 Depreciation and Amortization
  Operating Income
 Consolidated
 Refining and Marketing Segment
 51




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##### Table of Contents



Asphalt Segment
 Retail Segment
 Interest Expense
  Income Tax Expense
 Application of FASB Statement No. 109, Accounting for Income Taxes, for the Tax
Deduction Provided to U.S. Based Manufacturers by the American Jobs Creation Act of 2004
 Minority Interest In Income of Subsidiaries
  Net Income
  Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
 Net Sales
  Refining and Marketing Segment
 52




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##### Table of Contents



Asphalt Segment
 Retail Segment
 Cost of Sales
 Consolidated
 Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 Direct Operating Expenses
 Consolidated
 Refining and Marketing Segment
 Asphalt Segment
 Selling, General and Administrative Expenses
 Consolidated
 53




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Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 Depreciation and Amortization
  Operating Income
 Consolidated
 Refining and Marketing Segment
 Asphalt Segment
 Retail Segment
 54




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##### Table of Contents



Interest Expense
  Income Tax Expense
  Minority Interest In Income of Subsidiaries
  Net Income
  Liquidity and Capital Resources
    55




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##### Table of Contents



Cash Flow
  Year Ended December 312007
    
    
    2006
    
    
    2005(dollars in thousands)Cash provided by (used in):Operating activities
    
    $
    123,950
    
    
    $
    142,977
    
    
    $
    137,895Investing activities
    
    
    (147,254
    )
    
    
    (421,070
    )
    
    
    (106,962
    )Financing activities
    
    
    27,753
    
    
    
    205,439
    
    
    
    42,530Net increase (decrease) in cash and cash equivalents
    
    $
    4,449
    
    
    $
    (72,654
    )
    
    $
    73,463
 Cash Flows Provided By Operating Activities
   Cash Flows Used In Investing Activities
   Cash Flows Provided By Financing Activities
   Initial Public Offering
  56




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Cash, Cash Equivalents and Short-Term Investment Position and Indebtedness
   Summary of Indebtedness
 As of December 31, 2007(dollars in thousands)Amount Outstanding
    
    
    Total Facilities
    
    
    Total Availability (2)Debt, including current portion:Term loan credit facility
    
    $
    443,250
    
    
    $
    443,250
    
    
    $
    Revolving credit facilities
    
    
    
    
    
    
    540,000
    (1)
    
    
    335,953Retail credit facilities
    
    
    93,365
    
    
    
    93,365
    
    
    
    Totals
    
    $
    536,615
    
    
    $
    1,076,615
    
    
    $
    335,953
 
 (1)
    
    Total facilities include the Paramount Credit facility that was signed on March 1, 2007 as
described below.(2)
    
    Total availability was calculated as the lesser of (a) the total size of the facilities less
outstanding borrowings and letters of credit as of December 31, 2007 which was $336.0
million, and (b) total borrowing base less outstanding borrowings and letters of credit as of
December 31, 2007 which was $446.5 million. Credit Facilities
 Israel Discount Bank Credit Facility
  57




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##### Table of Contents




    
    a ratio of total consolidated indebtedness less freely transferable cash and permitted
investments not subject to any lien (other than liens in favor of Israel Discount Bank) to
consolidated EBITDA (as defined in the IDB Credit Facility) for the last four fiscal
quarters of no greater than 4.0 to 1.0 (the ratio as of December 31, 2007 was 0.2 to 1.0);
    
    a minimum ratio of consolidated current assets to consolidated current liabilities of
1.0 to 1.0 (the ratio as of December 31, 2007 was 1.9 to 1.0); and
    
    a ratio of total consolidated EBITDA to consolidated interest expense, in each case as
of the end of any period of four fiscal quarters, to be not less than 2.0 to 1.0 (the ratio
as of December 31, 2007 was 6.5 to 1.0).
   Bank of America Credit Facility
  58




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Credit Suisse Credit Facility
     Wachovia Credit Facility
     59




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##### Table of Contents



Debt Repayment
 Term Loan
 Mortgage Loans and Equipment Loans
 Capital Spending
  60




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##### Table of Contents



2008
    
    
    2009(dollars in thousands)Refining and Marketing Segment:Sustaining maintenance
    
    $
    26,481
    
    
    $
    18,339Growth/profit improvement/other
    
    
    47,954
    
    
    
    92,036Chemical catalyst and turnaround
    
    
    13,457
    
    
    
    20,050Total
    
    
    87,892
    
    
    
    130,425Asphalt Segment:Sustaining maintenance
    
    
    3,047
    
    
    
    1,503Growth/profit improvement
    
    
    4,495
    
    
    
    32,350Total
    
    
    7,542
    
    
    
    33,853Retail Segment:Sustaining maintenance
    
    
    7,650
    
    
    
    6,732Growth/profit improvement
    
    
    2,399
    
    
    
    500Total
    
    
    10,049
    
    
    
    7,232Corporate Segment:Sustaining
    
    
    784
    
    
    
    250Total Capital Expenditures
    
    $
    106,267
    
    
    $
    171,760
 Clean Air Capital Expenditures
 Turnaround and Chemical Catalyst Costs
  2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012(dollars in thousands)Scheduled turnaround costs
    
    $
    3,320
    
    
    $
    9,850
    
    
    $
    2,900
    
    
    $
    1,300
    
    
    $
    2,900Chemical catalyst costs
    
    
    10,137
    
    
    
    10,200
    
    
    
    10,000
    
    
    
    7,200
    
    
    
    10,000Total
    
    $
    13,457
    
    
    $
    20,050
    
    
    $
    12,900
    
    
    $
    8,500
    
    
    $
    12,900
 Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    Total(dollars in thousands)Long-term debt obligations
    
    $
    11,154
    
    
    $
    32,701
    
    
    $
    21,775
    
    
    $
    470,985
    
    
    $
    536,615Operating lease obligations
    
    
    32,934
    
    
    
    64,571
    
    
    
    20,851
    
    
    
    33,952
    
    
    
    152,308Pipelines and Terminals Agreement (1)
    
    
    27,549
    
    
    
    82,647
    
    
    
    55,099
    
    
    
    179,121
    
    
    
    344,416Other commitments (2)
    
    
    2,827
    
    
    
    8,483
    
    
    
    5,654
    
    
    
    23,326
    
    
    
    40,290Total obligations
    
    $
    74,464
    
    
    $
    188,402
    
    
    $
    103,379
    
    
    $
    707,384
    
    
    $
    1,073,629
 
 (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 HEP, as well as our
minimum requirements with Sunoco.(2)
    
    Other commitments include refinery maintenance services costs.  61




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Inventory
 Environmental and Other Loss Contingencies
 Turnarounds and Chemical Catalyst Costs
 62




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##### Table of Contents



Impairment of Long-Lived Assets Accounting for the Impairment or Disposal of Long-Lived Assets
 Deferred Income Taxes
 Asset Retirement Obligations Accounting for Asset Retirement Obligations
  Goodwill and Intangible Assets
 New Accounting Standards and Disclosures
 Business Combinations
 Non-controlling Interests in Consolidated
Financial Statements, an Amendment of ARB 51
 63




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##### Table of Contents



Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109
  How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation).
 Accounting Changes and Error Corrections
 64




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##### Table of Contents



SEC Staff Guidance  Qualifying Financial Statement Misstatements
 Reconciliation of Amounts Reported Under Generally Accepted Accounting Principles
 Reconciliation of Adjusted EBITDA to amounts reported under generally accepted accounting
principles in financial statements.
  
    
    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 minority stockholders 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 the Adjusted EBITDA calculations of
other companies in our industry, limiting its usefulness as a comparative measure.
   For the Year Ended December 31,2007
    
    
    2006
    
    
    2005(dollars in thousands)Net income
    
    $
    103,936
    
    
    $
    157,368
    
    
    $
    103,988Minority interest in income of subsidiaries
    
    
    5,979
    
    
    
    8,241
    
    
    
    5,792Income tax expense
    
    
    46,199
    
    
    
    93,968
    
    
    
    65,518Interest expense
    
    
    47,747
    
    
    
    30,658
    
    
    
    19,326Depreciation and amortization
    
    
    57,403
    
    
    
    34,274
    
    
    
    20,935Gain on disposition of assets
    
    
    (7,206
    )
    
    
    (63,255
    )
    
    
    (38,591
    )Adjusted EBITDA
    
    $
    254,058
    
    
    $
    261,254
    
    
    $
    176,968
 65




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Quantitative and Qualitative Disclosure About Market Risk
  Commodity Price Risk
    Interest Rate Risk
    Wtd AvgDescription
    
    Contract
    
    Purchase
    
    Wtd Avg
    
    Contractof Activity
    
    Volume
    
    Price
    
    Sales Price
    
    Value
    
    Fair Value
    
    Gain (Loss)(in thousands)Futures-long (Crude)
    
    
    100,000
    
    
    
    94.28
    
    
    
    
    
    
    
    9,428
    
    
    
    9,598
    
    
    
    170Futures-short (Crude)
    
    
    (503,000
    )
    
    
    
    
    
    
    89.93
    
    
    
    (45,236
    )
    
    
    (48,278
    )
    
    
    (3,042
    )Futures-long (Heating Oil)
    
    
    12,000
    
    
    
    104.69
    
    
    
    
    
    
    
    1,256
    
    
    
    1,332
    
    
    
    76
 66




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##### Table of Contents



Wtd AvgDescription
    
    Contract
    
    Purchase
    
    Wtd Avg
    
    Contractof Activity
    
    Volume
    
    Price
    
    Sales Price
    
    Value
    
    Fair Value
    
    Gain (Loss)(in thousands)Futures-short (Heating Oil)
    
    
    (146,000
    )
    
    
    
    
    
    
    108.49
    
    
    
    (15,840
    )
    
    
    (16,208
    )
    
    
    (368
    )Futures-long (RBOB)
    
    
    37,000
    
    
    
    97.14
    
    
    
    
    
    
    
    3,594
    
    
    
    3,895
    
    
    
    301Futures-short (RBOB)
    
    
    (353,000
    )
    
    
    
    
    
    
    101.32
    
    
    
    (35,765
    )
    
    
    (37,152
    )
    
    
    (1,387
    )
 
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
   Changes in Internal Control Over Financial Reporting
  67




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##### Table of Contents



Certifications
   
 ITEM 9B. OTHER INFORMATION.
  68




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
    
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  69




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:(1)
    
    Consolidated Financial Statements and Schedule, see Index to Consolidated Financial
Statements and Schedule on page F-1.(2)
    
    Exhibits:Reference is made to the Index of Exhibits immediately preceding the exhibits hereto, which
index is incorporated herein by reference.
 Exhibit No.
    
    Description of Exhibit3.1
    
    Amended Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by
reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No.
333-124797).3.2
    
    Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit
3.2 to Form S-1/A, filed by the Company on July 14, 2005, 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).10.1 
    
    Area License Agreement, dated as of June 2, 1993, between Southwest Convenience Stores, Inc.
and The Southland Corporation (incorporated by reference to Exhibit 10.1 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.2 
    
    Amendment to Area License Agreement and Consent to Assignment, dated as of December 20,
1996, between The Southland Corporation and Permian Basin Investments, Inc. d/b/a Southwest
Convenience Stores, Inc. (incorporated by reference to Exhibit 10.2.1 to Form S-1/A, filed
by the Company on July 7, 2005, SEC File No. 333-124797).10.3 
    
    Amendment No. 2 to Area License Agreement, dated as of August 14, 1997, between Southwest
Convenience Stores LLC and The Southland Corporation (incorporated by reference to
Exhibit 10.2.2 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No.
333-124797).10.4
    
    Trademark License Agreement, dated as of June 31, 2000, among Finamark, Inc., Atofina
Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.5
    
    First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark,
Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.6
    
    Pipeline Lease Agreement, dated as of January 22, 2001, between Chevron Pipe Line Company
and Fin-Tex Pipe Line Company (incorporated by reference to Exhibit 10.5 to Form S-1, filed
by the Company on May 11, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.7
    
    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).10.8
    
    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).10.9
    
    Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P.,
Holly Energy Partners  Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company, Alon
USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc.
and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.10
    
    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).10.11
    
    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).10.12
    
    Amended and Restated Credit Agreement, dated as of January 14, 2004, among Alon USA, Inc.,
the lenders listed therein and Credit Suisse First Boston (incorporated by reference to
Exhibit 10.15 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.13
    
    First Amendment, dated as of February 10, 2005, to the Amended and Restated Credit
Agreement, dated as of January 14, 2004, among Alon USA, Inc., the lenders listed therein
and Credit Suisse First Boston, and the Guarantee and Collateral Agreement, dated as of
January 14, 2004, among Credit Suisse First Boston, Alon USA, Inc., the subsidiaries of Alon
USA, Inc. identified therein and Alon USA, Inc. (incorporated by reference to Exhibit 10.17
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.14
    
    Second Amendment, dated as of May 6, 2005, to the Amended and Restated Credit Agreement,
dated as of January 14, 2004, among Alon USA Energy, Inc., the lenders listed therein and
Credit Suisse First Boston (incorporated by reference to Exhibit 10.18 to Form S-1/A, filed
by the Company on June 17, 2005, SEC File No. 333-124797).10.15
    
    Guarantee and Collateral Agreement, dated as of January 14, 2004, among Credit Suisse First
Boston, Alon USA, Inc., the subsidiaries of Alon USA, Inc. identified therein and Alon USA
Energy, Inc. (incorporated by reference to Exhibit 10.16 to Form S-1, filed by the Company
on May 11, 2005, SEC File No. 333-124797).10.16
    
    Amended Revolving Credit Agreement, dated as of January 14, 2004, among Alon USA, LP, the
guarantor companies and financial institutions identified therein and Israel Discount Bank
of New York (incorporated by reference to Exhibit 10.19 to Form S-1, filed by the Company on
May 11, 2005, SEC File No. 333-124797).10.17
    
    First Amendment, dated as of February 10, 2005, to the Amended Revolving Credit Agreement,
dated as of January 14, 2004, among Alon USA, LP, the guarantor companies and financial
institutions identified therein and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.20 to Form S-1, filed by the Company on May 11, 2005, SEC File No.
333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.18
    
    Second Amendment, dated as of June 16, 2005, to the Amended Revolving Credit Agreement,
dated as of January 14, 2004, among Alon USA, LP, the guarantor companies and financial
institutions identified therein and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.20.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File
No. 333-124797).10.19
    
    Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, among Alon
USA Energy, Inc., Alon USA, LP, the guarantor companies and financial institutions named
therein, Israel Discount Bank of New York and Bank Leumi USA (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by the Company on July 20, 2007, SEC File No. 001-32567).10.20
    
    Amended Revolving Credit Agreement, dated as of February 15, 2006, among Alon USA, LP, the
guarantor companies and financial institutions named therein, Israel Discount Bank of New
York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the
Company on February 16, 2006, SEC File No. 001-32567).10.21
    
    Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, 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 10.2 to Form 8-K filed by the Company on June 26, 2006, SEC File No.
001-32567).10.22
    
    First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, 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 10.25 to Form 10-K filed by the Company on March 15, 2007 SEC File
No. 001-32567).10.23
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, 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 10.2 to Form 8-K filed by the Company on March 5, 2007, SEC File No.
001-32567).10.24
    
    Credit Agreement, dated as of June 6, 2006, among Southwest Convenience Stores, LLC, the
lenders party thereto and Wachovia Bank, National Association (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by the Company on June 7, 2006, SEC File No. 001-32567).10.25
    
    Amended and Restated Credit Agreement, dated as of June 29, 2007, among Southwest
Convenience Stores, LLC, the lenders party thereto and Wachovia Bank, National Association
(incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on July 2, 2007,
SEC File No. 001-32567).10.26
    
    Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party
thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K filed by
the Company on June 26, 2006, SEC File No. 001-32567).10.27
    
    Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon
USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to
Exhibit 10.3 to Form 8-K filed by the Company on March 5, 2007, SEC File No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.28
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, 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 10.2 to Form 8-K filed by the Company on March 5, 2007, SEC File No.
001-32567).10.29
    
    Amended and Restated Credit Agreement, dated as of July 26, 2005, among Paramount Petroleum
Corporation, Bank of America, N.A. and Société Générale (incorporated by reference to
Exhibit 10.1 to Form 8-K, filed by the Company on August 9, 2006, SEC File No. 001-32567).10.30
    
    First Amendment to Amended and Restated Credit Agreement, dated as of January 26, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.31
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of February 28, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.32
    
    Third Amendment to Amended and Restated Credit Agreement, dated as of June 12, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.33
    
    Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.34
    
    Fifth Amendment to Amended and Restated Credit Agreement, dated as of June 22, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A., Banc of America Securities LLC and
the lenders party thereto (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by
the Company on August 9, 2006, SEC File No. 001-32567).10.35
    
    Sixth Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on December 22,
2006, SEC File No. 001-32567).10.36
    
    Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount
Petroleum Corporation, Bank of America, N.A. 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 March 5, 2007, SEC File No. 001-32567).10.37
    
    First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007,
among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor
companies and financial institutions from time to time named therein.10.38
    
    Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon
Israel Oil Company, Ltd. And Alon USA Energy, Inc. (incorporated by reference to Exhibit
10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.39
    
    Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as
of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. And Alon USA Energy,
Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on
June 17, 2005, SEC File No. 333-124797).10.40
    
    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).10.41*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon
USA GP, Inc., as amended on May 4, 2005 (incorporated by reference to Exhibit 10.23 to Form
S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.42*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon
USA GP, Inc., as amended on May 4, 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).10.43*
    
    Executive Employment Agreement, dated as of February 5, 2001, between Joseph A. Concienne,
III and Alon USA GP, Inc., as amended on May 4, 2005 (incorporated by reference to Exhibit
10.25 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.44*
    
    Management Employment Agreement, dated as of October 1, 2002, between Harlin R. Dean and
Alon USA GP, LLC, as amended on May 4, 2005 (incorporated by reference to Exhibit 10.26 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.45*
    
    Amendment, dated as of October 1, 2003, to the Management Employment Agreement, dated as of
October 1, 2002, between Harlin Dean and Alon USA GP, LLC, as amended on May 4, 2005
(incorporated by reference to Exhibit 10.26.1 to Form S-1/A, filed by the Company on June
17, 2005, SEC File No. 333-124797).10.46*
    
    Amendment to Executive/Management Employment Agreement, dated as of November 7, 2005,
between Harlin Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to
Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567).10.47*
    
    Amended and Restated Management Employment Agreement, dated as of August 9, 2006, between
Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K
filed by the Company on August 9, 2006, SEC File No. 001-32567).10.48*
    
    Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K filed by the
Company on March 15, 2006, SEC File No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.49*
    
    Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between
Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K
filed by the Company on March 15, 2006, SEC File No. 001-32567).10.50*
    
    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).10.51*
    
    Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.27 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.52*
    
    Description of 10% Bonus Plan (incorporated by reference to Exhibit 10.28 to Form S-1, filed
by the Company on May 11, 2005, SEC File No. 333-124797).10.53*
    
    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).10.54*
    
    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).10.55*
    
    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).10.56*
    
    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).10.57*
    
    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).10.58
    
    Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience
Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.59
    
    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).10.60*
    
    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).10.61*
    
    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).10.62*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Jeff D. Morris, as amended on 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).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.63
    
    Shareholder Agreement, dated as of July 2000, between Alon Assets, Inc. and Jeff D. Morris,
as amended on 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).10.64*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Jeff D. Morris, as amended on 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).10.65
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff
D. Morris, as amended on 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).10.66*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Claire A. Hart, as amended on June 30, 2002 and July 25, 2002 (incorporated by reference to
Exhibit 10.42 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.67
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A.
Hart, as amended on June 30, 2002 (incorporated by reference to Exhibit 10.43 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.68*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Claire A. Hart, as amended on June 30, 2002 and July 25, 2002 (incorporated by
reference to Exhibit 10.44 to Form S-1/A, filed by the Company on June 17, 2005, SEC File
No. 333-124797).10.69
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and
Claire A. Hart, as amended on June 30, 2002 (incorporated by reference to Exhibit 10.45 to
Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.70*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc.
and Joseph A. Concienne, III, as amended on July 25, 2002 (incorporated by reference to
Exhibit 10.46 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.71
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A.
Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.72*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating,
Inc. and Joseph A. Concienne, III, as amended on July 25, 2002 (incorporated by reference to
Exhibit 10.48 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.73
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and
Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by
the Company on June 17, 2005, SEC File No. 333-124797).10.74*
    
    Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and
Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by
the Company on July 7, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.75*
    
    Alon USA Energy, Inc. 2005 Incentive Compensation Plan, as amended on November 7, 2005
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 8,
2005, SEC File No. 001-32567).10.76*
    
    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).10.77*
    
    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).10.78*
    
    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).10.79*
    
    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).10.80*
    
    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).10.81
    
    Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe
Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K
filed by the Company on February 13, 2006, SEC File No. 001-32567).10.82
    
    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).10.83
    
    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).10.84
    
    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).10.85
    
    Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex
Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by
reference to Exhibit 10.2 to Form 8-K filed by the Company on May 2, 2006, SEC File No.
001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.86
    
    Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon
USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined
therein) (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on
March 6, 2007, 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.
 
 *
    
    Identifies management contracts and compensatory plans or arrangements.
    
    Filed under confidential treatment request.




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
 PageAudited Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    F-4Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005
    
    
    F-5Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2007,
2006 and 2005
    
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109. Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans. Share-Based
Payment.
 Internal ControlIntegrated Framework
  
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework Managements Report on Internal Control over Financial Reporting
    Internal
ControlIntegrated Framework
    
 F-3




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands except share data)
 As of December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    68,615
    
    
    $
    64,166Short-term investments
    
    
    27,296
    
    
    
    Accounts and other receivables, net
    
    
    228,987
    
    
    
    126,634Income tax receivable
    
    
    35,244
    
    
    
    Inventories
    
    
    300,689
    
    
    
    311,464Prepaid expenses and other current assets
    
    
    12,231
    
    
    
    12,909Total current assets
    
    
    673,062
    
    
    
    515,173Equity method investments
    
    
    40,092
    
    
    
    38,298Property, plant, and equipment, net
    
    
    713,592
    
    
    
    775,836Goodwill
    
    
    105,943
    
    
    
    15,317Other assets
    
    
    48,697
    
    
    
    64,161Total assets
    
    $
    1,581,386
    
    
    $
    1,408,785LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    291,339
    
    
    $
    202,447Accrued liabilities
    
    
    82,184
    
    
    
    66,808Current portion of deferred gain on disposition of assets
    
    
    8,805
    
    
    
    10,400Current portion of long-term debt
    
    
    11,154
    
    
    
    6,739Total current liabilities
    
    
    393,482
    
    
    
    286,394Other non-current liabilities
    
    
    58,637
    
    
    
    65,885Deferred gain on disposition of assets
    
    
    33,832
    
    
    
    42,299Long-term debt
    
    
    525,461
    
    
    
    491,930Deferred income tax liability
    
    
    166,052
    
    
    
    222,415Total liabilities
    
    
    1,177,464
    
    
    
    1,108,923Commitments and contingencies (Note 20)Minority interest in subsidiaries
    
    
    16,155
    
    
    
    9,532Stockholders equity:Preferred stock, par value $0.01, 10,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Common stock, par value $0.01, 100,000,000 shares
authorized; 46,808,444 and 46,806,443 shares issued and
outstanding at December 31, 2007 and 2006, respectively
    
    
    468
    
    
    
    468Additional paid-in capital
    
    
    182,932
    
    
    
    181,622Accumulated other comprehensive loss, net of income tax
    
    
    (8,135
    )
    
    
    (7,816
    )Retained earnings
    
    
    212,502
    
    
    
    116,056Total stockholders equity
    
    
    387,767
    
    
    
    290,330Total liabilities and stockholders equity
    
    $
    1,581,386
    
    
    $
    1,408,785
  F-4




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands except per share data)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Net sales (1)
    
    $
    4,542,151
    
    
    $
    3,093,890
    
    
    $
    2,330,334Operating costs and expenses:Cost of sales
    
    
    3,999,287
    
    
    
    2,627,321
    
    
    
    1,990,338Direct operating expenses
    
    
    201,196
    
    
    
    129,277
    
    
    
    93,843Selling, general and administrative expenses
    
    
    105,352
    
    
    
    86,939
    
    
    
    75,046Depreciation and amortization
    
    
    57,403
    
    
    
    34,274
    
    
    
    20,935Total operating costs and expenses
    
    
    4,363,238
    
    
    
    2,877,811
    
    
    
    2,180,162Gain on disposition of assets
    
    
    7,206
    
    
    
    63,255
    
    
    
    38,591Operating income
    
    
    186,119
    
    
    
    279,334
    
    
    
    188,763Interest expense
    
    
    (47,747
    )
    
    
    (30,658
    )
    
    
    (19,326
    )Equity earnings of investees
    
    
    11,177
    
    
    
    3,161
    
    
    
    1,086Other income, net
    
    
    6,565
    
    
    
    7,740
    
    
    
    4,775Income before income tax expense and minority interest
in income of subsidiaries
    
    
    156,114
    
    
    
    259,577
    
    
    
    175,298Income tax expense
    
    
    46,199
    
    
    
    93,968
    
    
    
    65,518Income before minority interest in income of subsidiaries
    
    
    109,915
    
    
    
    165,609
    
    
    
    109,780Minority interest in income of subsidiaries
    
    
    5,979
    
    
    
    8,241
    
    
    
    5,792Net income
    
    $
    103,936
    
    
    $
    157,368
    
    
    $
    103,988Earnings per share, basic
    
    $
    2.22
    
    
    $
    3.37
    
    
    $
    2.61Weighted average shares outstanding (in thousands)
    
    
    46,763
    
    
    
    46,738
    
    
    
    39,889Cash dividends per share
    
    $
    0.16
    
    
    $
    3.03
    
    
    $
    1.96
 
 (1)
    
    Includes excise taxes on sales by the retail segment of $35,808, $29,122, and $33,570 for the
years ended December 31, 2007, 2006 and 2005, respectively.  F-5




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (dollars in thousands)
 AccumulatedAdditional
    
    
    OtherCommon
    
    
    Paid-In
    
    
    Comprehensive
    
    
    RetainedStock
    
    
    Capital
    
    
    Income (Loss)
    
    
    Earnings
    
    
    TotalBalance at January 1, 2005
    
    $
    350
    
    
    $
    8,379
    
    
    $
    (2,261
    )
    
    $
    65,004
    
    
    $
    71,472Proceeds from sale of common stock, net
    
    
    118
    
    
    
    172,729
    
    
    
    
    
    
    
    
    
    
    
    172,847Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68,479
    )
    
    
    (68,479
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,988
    
    
    
    103,988Other comprehensive loss:Minimum
pension liability, net of income tax of $200
    
    
    
    
    
    
    
    
    
    
    (335
    )
    
    
    
    
    
    
    (335
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,653Balance at December 31, 2005
    
    
    468
    
    
    
    181,108
    
    
    
    (2,596
    )
    
    
    100,513
    
    
    
    279,493Stock compensation expense
    
    
    
    
    
    
    514
    
    
    
    
    
    
    
    
    
    
    
    514Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141,825
    )
    
    
    (141,825
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157,368
    
    
    
    157,368Other comprehensive loss:Minimum
pension liability, net of income tax of $315
    
    
    
    
    
    
    
    
    
    
    (558
    )
    
    
    
    
    
    
    (558
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,810Adjustment to initially apply FASB Statement
No. 158, net of tax of $2,631
    
    
    
    
    
    
    
    
    
    
    (4,662
    )
    
    
    
    
    
    
    (4,662
    )Balance at December 31, 2006
    
    
    468
    
    
    
    181,622
    
    
    
    (7,816
    )
    
    
    116,056
    
    
    
    290,330Stock compensation expense
    
    
    
    
    
    
    1,310
    
    
    
    
    
    
    
    
    
    
    
    1,310Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,490
    )
    
    
    (7,490
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,936
    
    
    
    103,936Other comprehensive income (loss):Defined
benefit pension plans, net of income tax of $958
    
    
    
    
    
    
    
    
    
    
    1,631
    
    
    
    
    
    
    
    1,631Fair value
of interest rate swap, net of tax of $1,050
    
    
    
    
    
    
    
    
    
    
    (1,950
    )
    
    
    
    
    
    
    (1,950
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,617Balance at December 31, 2007
    
    $
    468
    
    
    $
    182,932
    
    
    $
    (8,135
    )
    
    $
    212,502
    
    
    $
    387,767
  F-6




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    103,936
    
    
    $
    157,368
    
    
    $
    103,988Adjustments to reconcile net income to cash provided by operating
activities:Depreciation and amortization
    
    
    57,403
    
    
    
    34,274
    
    
    
    20,935Stock compensation
    
    
    2,264
    
    
    
    2,445
    
    
    
    2,336Deferred income tax expense
    
    
    (2,984
    )
    
    
    8,264
    
    
    
    16,646Minority interest in income of subsidiaries
    
    
    5,979
    
    
    
    8,241
    
    
    
    5,792Equity earnings of investees (net of dividends)
    
    
    (1,876
    )
    
    
    (739
    )
    
    
    Gain on disposition of assets
    
    
    (7,206
    )
    
    
    (63,255
    )
    
    
    (38,591
    )Changes in operating assets and liabilities, net of acquisition effects:Accounts and other receivables, net
    
    
    (144,068
    )
    
    
    68,900
    
    
    
    (20,201
    )Inventories
    
    
    16,715
    
    
    
    (20,490
    )
    
    
    148Prepaid expenses and other current assets
    
    
    794
    
    
    
    9,639
    
    
    
    (2,107
    )Other assets
    
    
    9,654
    
    
    
    26,217
    
    
    
    1,279Accounts payable
    
    
    82,141
    
    
    
    (88,664
    )
    
    
    52,895Accrued liabilities
    
    
    8,312
    
    
    
    (13,787
    )
    
    
    (2,718
    )Other non-current liabilities
    
    
    (7,114
    )
    
    
    14,564
    
    
    
    (2,507
    )Net cash provided by operating activities
    
    
    123,950
    
    
    
    142,977
    
    
    
    137,895Cash flows from investing activities:Capital expenditures
    
    
    (42,204
    )
    
    
    (39,832
    )
    
    
    (23,034
    )Capital expenditures for turnarounds and catalysts
    
    
    (9,842
    )
    
    
    (3,940
    )
    
    
    (12,041
    )Proceeds from disposition of assets
    
    
    
    
    
    
    68,009
    
    
    
    118,000Sale (purchase) of short-term investments, net
    
    
    (27,296
    )
    
    
    185,320
    
    
    
    (185,320
    )Acquisition of Skinnys, Inc. stock
    
    
    (75,329
    )
    
    
    
    
    
    
    Acquisition of assets from Good Time stores
    
    
    
    
    
    
    (27,024
    )
    
    
    Acquisition of Paramount Petroleum Corporation stock
    
    
    7,417
    
    
    
    (504,655
    )
    
    
    Acquisition of assets from Edgington Oil Company
    
    
    
    
    
    
    (98,762
    )
    
    
    Dividends from investment in HEP (net of equity earnings in HEP)
    
    
    
    
    
    
    
    
    
    
    531Minority interest shares purchased
    
    
    
    
    
    
    (186
    )
    
    
    (5,098
    )Net cash used in investing activities
    
    
    (147,254
    )
    
    
    (421,070
    )
    
    
    (106,962
    )Cash flows from financing activities:Proceeds from sale of common stock, net
    
    
    
    
    
    
    
    
    
    
    172,459Dividends paid to minority interest shareholders
    
    
    (468
    )
    
    
    (7,968
    )
    
    
    (6,134
    )Dividends paid to shareholders
    
    
    (7,490
    )
    
    
    (141,825
    )
    
    
    (68,479
    )Deferred debt issuance costs
    
    
    (2,235
    )
    
    
    (11,047
    )
    
    
    Revolving credit facilities, net
    
    
    
    
    
    
    19,798
    
    
    
    Additions to long-term debt
    
    
    46,334
    
    
    
    500,000
    
    
    
    2,936Payments on long-term debt
    
    
    (8,388
    )
    
    
    (153,519
    )
    
    
    (58,252
    )Net cash provided by financing activities
    
    
    27,753
    
    
    
    205,439
    
    
    
    42,530Net increase (decrease) in cash and cash equivalents
    
    
    4,449
    
    
    
    (72,654
    )
    
    
    73,463Cash and cash equivalents, beginning of period
    
    
    64,166
    
    
    
    136,820
    
    
    
    63,357Cash and cash equivalents, end of period
    
    $
    68,615
    
    
    $
    64,166
    
    
    $
    136,820Supplemental cash flow information:Cash paid for interest, net of capitalized interest
    
    $
    48,686
    
    
    $
    20,301
    
    
    $
    18,736Cash paid for income tax
    
    $
    91,781
    
    
    $
    83,291
    
    
    $
    44,523Non-cash activities:Investing activity  receipt of Class B HEP
subordinated units as proceeds from disposition of
assets
    
    $
    
    
    
    $
            $
    
    
    
    30,000
  F-7




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
 (1) Description and Nature of Business
   Refining and Marketing Segment
   Asphalt Segment
  Retail Segment
 F-8




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
 (2) Summary of Significant Accounting Policies
 (a) Basis of Presentation
  (b) Use of Estimates
  (c) Revenue Recognition
  Accounting for
Purchases and Sales of Inventory with the Same Counterparty
    (d) Cost Classifications
   F-9




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
    (e) Cash and Cash Equivalents
  (f) Short-Term Investments
  (g) Accounts Receivable
  (h) Inventories
  (i) Hedging Activity
  F-10




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
  (j) HEP Investment
  (k) Property, Plant, and Equipment
     (l) Impairment of Long-Lived Assets and Assets To Be Disposed Of
  (m) Asset Retirement Obligations
 Accounting for Asset
Retirement Obligations
 F-11




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
 Accounting for Conditional Retirement Obligations
 (n) Turnarounds and Chemical Catalyst Costs
  (o) Income Taxes
  (p) Stock-Based Compensation
 Share-Based Payment Accounting for Stock-Based Compensation
 Accounting for Stock Issued to
Employees
  (q) Environmental Expenditures
  F-12




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars in thousands except as noted)
  (r) Earnings Per Share
  (s) Other Comprehensive Income
  (t) Defined Benefit Pension and Other Postretirement Plans
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers Accounting for
Pensions Employers Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits, Employers Accounting for
Postretirement Benefits Other Than Pensions Employers Disclosures
about Pensions and Other Postretirement Benefits
   Before Application
    
    
    
    
    
    After Applicationof Statement 158
    
    Adjustments
    
    of Statement 158Accrued benefit liability
    
    $
    6,732
    
    
    $
    7,318
    
    
    $
    14,050Deferred income taxes
    
    
    1,897
    
    
    
    2,631
    
    
    
    4,528Accumulated other comprehensive income
    
    
    3,154
    
    
    
    4,662
    
    
    
    7,816
 F-13




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 (u) Commitments and Contingencies
 Offsetting of Amounts Related to Certain Contracts
 (v) Goodwill and Intangible Assets
  (w) New Accounting Standards and Disclosures
 Business Combinations
 Non-controlling Interests in Consolidated
Financial Statements, an Amendment of ARB 51
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 F-14




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109
 How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation)
 Accounting Changes and Error Corrections
 SEC Staff Guidance  Qualifying Financial Statement Misstatements
 (x) Reclassifications
  (3) Initial Public Offering of Alon
   (4) Acquisition s
 Skinnys Acquisition
   F-15




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  Cash paid, net of unrestricted cash acquired
    
    $
    74,787Transaction costs
    
    
    542Total Purchase Price
    
    $
    75,329
  Current assets, net of unrestricted cash acquired
    
    $
    7,002Property, plant and equipment
    
    
    43,684Other assets
    
    
    771Goodwill
    
    
    34,471Intangibles
    
    
    827Current liabilities
    
    
    (10,483
    )Other non-current liabilities
    
    
    (943
    )Total Purchase Price
    
    $
    75,329
  Pipeline Acquisition
  Paramount Acquisition
   Cash paid, less unrestricted cash acquired
    
    $
    493,639Transaction costs
    
    
    3,599Total Purchase Price
    
    $
    497,238
  Current assets, net of unrestricted cash acquired
    
    $
    323,736Property, plant and equipment
    
    
    387,646Deferred charges and other assets
    
    
    16,905Equity method investments
    
    
    14,259Intangibles
    
    
    2,700Goodwill
    
    
    56,319Current liabilities
    
    
    (166,667
    )Deferred income tax liability
    
    
    (101,923
    )Other liabilities
    
    
    (35,737
    )Total Purchase Price
    
    $
    497,238
   Unaudited Pro Forma Financial Information
  
    
    The acquisition of Paramount Petroleum Corporation occurred on January 1, 2005;
    
    $400,000 of term debt was incurred on January 1, 2005 to fund the acquisition
and to repay the existing Paramount Petroleum Corporation debt; and
    
    Depreciation expense was higher beginning January 1, 2005 based upon the
revaluation of estimated asset values as of that date.
 F-16




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  Year EndedDecember 31,2006
    
    
    2005(pro forma)
    
    
    (pro forma)Net sales
    
    $
    3,954,140
    
    
    $
    3,534,042Operating income
    
    
    288,789
    
    
    
    180,912Net income
    
    
    152,735
    
    
    
    81,925Earnings per share, basic
    
    $
    3.27
    
    
    $
    2.05
 Good Time Stores Acquisition
  Edgington Acquisition
  (5) Contribution and Sale of Pipelines and Terminals
 HEP Transaction
    Amdel and White Oil Transaction
 (6) Segment Data
  (a) Refining and Marketing Segment
  F-17




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  (b) Asphalt
  (c) Retail Segment
  (d) Corporate
   Refining andYear ended December 31, 2007
    
    Marketing
    
    Asphalt
    
    Retail
    
    Corporate
    
    TotalNet sales to external customers
    
    $
    3,417,417
    
    
    $
    642,937
    
    
    $
    481,797
    
    
    $
    
    
    
    $
    4,542,151Intersegment sales/purchases
    
    
    710,736
    
    
    
    (502,924
    )
    
    
    (207,812
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    46,628
    
    
    
    2,145
    
    
    
    7,724
    
    
    
    906
    
    
    
    57,403Operating income (loss)
    
    
    185,385
    
    
    
    (1,671
    )
    
    
    3,834
    
    
    
    (1,429
    )
    
    
    186,119Total assets
    
    
    1,128,751
    
    
    
    238,423
    
    
    
    194,284
    
    
    
    19,928
    
    
    
    1,581,386Turnaround, chemical catalyst and capital expenditures
    
    
    39,340
    
    
    
    2,167
    
    
    
    8,968
    
    
    
    1,571
    
    
    
    52,046
 Refining andYear ended December 31, 2006
    
    Marketing
    
    Asphalt
    
    Retail
    
    Corporate
    
    TotalNet sales to external customers
    
    $
    2,352,763
    
    
    $
    389,634
    
    
    $
    351,493
    
    
    $
    
    
    
    $
    3,093,890Intersegment sales/purchases
    
    
    392,180
    
    
    
    (245,434
    )
    
    
    (146,746
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    24,961
    
    
    
    2,247
    
    
    
    5,453
    
    
    
    1,613
    
    
    
    34,274Operating income (loss)
    
    
    268,105
    
    
    
    11,171
    
    
    
    2,182
    
    
    
    (2,124
    )
    
    
    279,334Total assets
    
    
    1,154,958
    
    
    
    144,871
    
    
    
    98,649
    
    
    
    10,307
    
    
    
    1,408,785Turnaround, chemical catalyst and capital expenditures
    
    
    31,680
    
    
    
    3,156
    
    
    
    8,748
    
    
    
    188
    
    
    
    43,772
 Refining andYear ended December 31, 2005
    
    Marketing
    
    Asphalt
    
    Retail
    
    Corporate
    
    TotalNet sales to external customers
    
    $
    1,888,887
    
    
    $
    114,910
    
    
    $
    326,537
    
    
    $
    
    
    
    $
    2,330,334Intersegment sales/purchases
    
    
    249,747
    
    
    
    (104,327
    )
    
    
    (145,420
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    14,330
    
    
    
    134
    
    
    
    4,557
    
    
    
    1,914
    
    
    
    20,935Operating income (loss)
    
    
    204,816
    
    
    
    (16,573
    )
    
    
    2,925
    
    
    
    (2,405
    )
    
    
    188,763Total assets
    
    
    657,991
    
    
    
    18,759
    
    
    
    69,794
    
    
    
    12,236
    
    
    
    758,780Turnaround, chemical catalyst and capital expenditures
    
    
    30,951
    
    
    
    170
    
    
    
    3,484
    
    
    
    470
    
    
    
    35,075
 F-18




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
   (7) Derivatives and Hedging Activities
 (a) Fair Value of Financial Instruments
  (b) Derivative Financial Instruments
 Commodity Derivatives
     F-19




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 Interest Rate Derivatives
      (8) Accounts Receivable
  (9) Inventories
   December 31,2007
    
    
    2006Crude oil, refined products, asphalt and blendstocks
    
    $
    261,816
    
    
    $
    280,212Materials and supplies
    
    
    12,789
    
    
    
    12,161Store merchandise
    
    
    18,197
    
    
    
    15,905Store fuel
    
    
    7,887
    
    
    
    3,186Total inventories
    
    $
    300,689
    
    
    $
    311,464
  F-20




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  (10) Property, Plant, and Equipment, Net
  December 31,2007
    
    
    2006Refining facilities
    
    $
    645,653
    
    
    $
    730,036Pipelines and terminals
    
    
    45,158
    
    
    
    40,108Retail
    
    
    131,556
    
    
    
    78,722Other
    
    
    12,271
    
    
    
    10,700Property, plant and equipment, gross
    
    
    834,638
    
    
    
    859,566Less accumulated depreciation
    
    
    (121,046
    )
    
    
    (83,730
    )Property, plant and equipment, net
    
    $
    713,592
    
    
    $
    775,836
  Refining facilities

    3 - 20 years; average 18 yearsPipelines and terminals

    5 - 25 years; average 23 yearsRetail

    5 - 40 years; average 18 yearsOther

    3 - 15 years; average
5 years
   (11) Other Assets
  December 31,2007
    
    
    2006Deferred turnaround, chemical catalyst cost
    
    $
    9,232
    
    
    $
    12,797Environmental receivables
    
    
    9,425
    
    
    
    11,853Deferred debt issuance costs
    
    
    11,286
    
    
    
    10,769Intangible assets
    
    
    7,488
    
    
    
    20,696Other
    
    
    11,266
    
    
    
    8,046Total other assets
    
    $
    48,697
    
    
    $
    64,161
  F-21




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
   (12) Accrued Liabilities
  December 31,2007
    
    
    2006Accrued Liabilities  Current:Taxes other than income taxes, primarily excise taxes
    
    $
    21,026
    
    
    $
    19,666Income taxes payable
    
    
    
    
    
    
    8,878Employee costs
    
    
    6,853
    
    
    
    4,373Other
    
    
    54,305
    
    
    
    33,891Total accrued liabilities
    
    $
    82,184
    
    
    $
    66,808Accrued Liabilities  Non-Current:Pension and other postemployment benefit liabilities, net (Note 13)
    
    $
    14,137
    
    
    $
    18,678Environmental accrual (Note 20)
    
    
    34,992
    
    
    
    38,349Asset retirement obligation
    
    
    7,378
    
    
    
    6,216Other
    
    
    2,130
    
    
    
    2,642Total other non-current liabilities
    
    $
    58,637
    
    
    $
    65,885
 Accounting for Asset Retirement Obligations
   F-22




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  December 31,2007
    
    
    2006Balance at beginning of year
    
    $
    6,216
    
    
    $
    2,211Accretion expense
    
    
    377
    
    
    
    145Additional accretion due to change in risk free interest rate
    
    
    
    
    
    
    394Retirements
    
    
    (52
    )
    
    
    (124
    )Additions
    
    
    837
    
    
    
    3,590Balance at end of year
    
    $
    7,378
    
    
    $
    6,216
  (13) Employee and Postretirement Benefits
 (a) Retirement Plans
   Pension Benefits2007
    
    
    2006Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    45,172
    
    
    $
    39,100Service cost
    
    
    1,979
    
    
    
    1,867Interest cost
    
    
    2,568
    
    
    
    2,325Plan participants contributions
    
    
    
    
    
    
    Plan amendments
    
    
    
    
    
    
    (1,033
    )Actuarial loss (gain)
    
    
    (3,200
    )
    
    
    3,713Benefits paid
    
    
    (1,110
    )
    
    
    (800
    )Projected benefit obligations at end of year
    
    $
    45,409
    
    
    $
    45,172Change in plan assets:Fair value of plan assets at beginning of year
    
    
    31,122
    
    
    
    24,677Actual gain on plan assets
    
    
    1,317
    
    
    
    4,410Employer contribution
    
    
    3,995
    
    
    
    2,835Plan participants contributions
    
    
    
    
    
    
    Benefits paid
    
    
    (1,110
    )
    
    
    (800
    )Fair value of plan assets at end of year
    
    $
    35,324
    
    
    $
    31,122Reconciliation of funded status:Fair value of plan assets at end of year
    
    $
    35,324
    
    
    $
    31,122Less projected benefit obligations at end of year
    
    
    45,409
    
    
    
    45,172Under-funded status at end of year
    
    $
    (10,085
    )
    
    $
    (14,050
    )
  Pension Benefits2007
    
    
    2006Amounts recognized in the consolidated balance sheets:Pension benefit liability
    
    $
    (10,085
    )
    
    $
    (14,050
    )
 F-23




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  Pension Benefits2007
    
    
    2006Net actuarial loss
    
    $
    (10,612
    )
    
    $
    (12,769
    )Prior service (costs)/credit
    
    
    957
    
    
    
    525Total
    
    $
    (9,655
    )
    
    $
    (12,244
    )
  December 31,2007
    
    2006Projected benefit obligation
    
    $
    45,409
    
    
    $
    45,172Accumulated benefit obligation
    
    
    40,346
    
    
    
    37,854Fair value of plan assets
    
    
    35,324
    
    
    
    31,122
  Pension Benefits2007
    
    2006
    
    2005Discount rate
    
    
    6.46
    %
    
    
    5.75
    %
    
    
    6.00
    %Rate of compensation increase
    
    
    3.50
    %
    
    
    3.50
    %
    
    
    3.50
    %
  Pension Benefits2007
    
    2006
    
    2005Discount rate
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %Rate of compensation increase
    
    
    3.50
    %
    
    
    3.50
    %
    
    
    3.00
    %
  Pension BenefitsYear Ended December 312007
    
    
    2006
    
    
    2005Components of net periodic benefit cost:Service cost
    
    $
    1,979
    
    
    $
    1,867
    
    
    $
    1,694Interest cost
    
    
    2,568
    
    
    
    2,325
    
    
    
    2,068Amortization of prior service costs
    
    
    (41
    )
    
    
    63
    
    
    
    27Expected return on plan assets
    
    
    (2,809
    )
    
    
    (2,371
    )
    
    
    (1,996
    )Recognized net actuarial loss
    
    
    766
    
    
    
    573
    
    
    
    544Net periodic benefit cost
    
    $
    2,463
    
    
    $
    2,457
    
    
    $
    2,337
 Plan Assets
  F-24




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 Pension BenefitsPlan Assets2007
    
    
    2006Asset Category:Equity securities
    
    
    77.0
    %
    
    
    76.0
    %Debt securities
    
    
    14.0
    %
    
    
    13.0
    %Real estate investment trust
    
    
    9.0
    %
    
    
    11.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  Cash Flows
   Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers Accounting for
Pensions Employers Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits Employers Accounting for Postretirement
Benefits Other Than Pensions Employers Disclosures about Pensions
and Other Postretirement Benefits
   Before
    
    
    
    
    
    AfterApplication of
    
    
    
    
    
    Application ofStatement 158
    
    Adjustments
    
    Statement 158Accrued benefit liability
    
    $
    6,732
    
    
    $
    7,318
    
    
    $
    14,050Deferred income taxes
    
    
    1,897
    
    
    
    2,631
    
    
    
    4,528Accumulated other comprehensive income
    
    
    3,154
    
    
    
    4,662
    
    
    
    7,816
 F-25




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
   (b) Postretirement Medical Plan
  Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
  (14) Long-Term Debt
  December 31,2007
    
    
    2006Term loan credit facility
    
    $
    443,250
    
    
    $
    447,750Revolving credit facilities
    
    
    
    
    
    
    Retail credit facilities
    
    
    93,365
    
    
    
    50,919Total debt
    
    
    536,615
    
    
    
    498,669Less current portion
    
    
    (11,154
    )
    
    
    (6,739
    )Total long-term debt
    
    $
    525,461
    
    
    $
    491,930
 (a) Credit Suisse Credit Facility
  F-26




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
      (b) Revolving Credit Facilities
 Israel Discount Bank Credit Facility
   Bank of America Credit Facility.
 F-27




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
  (c) Retail Credit Facilities
        F-28




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 (d) Other Retail Related Credit Facilities
   (e) Secured Term Loan
   (f) Maturity of Long-Term Debt
  (g) Interest and Financing Expense
  December 31,2007
    
    
    2006
    
    
    2005Interest expense
    
    $
    41,334
    
    
    $
    17,685
    
    
    $
    15,422Letters of credit and finance charges
    
    
    6,395
    
    
    
    6,333
    
    
    
    3,385Amortization of debt issuance costs
(2006 includes write off of
unamortized debt issuance cost of
$6,091)
    
    
    18
    
    
    
    6,640
    
    
    
    1,446Capitalized interest
    
    
    
    
    
    
    
    
    
    
    (927
    )Total interest expense
    
    $
    47,747
    
    
    $
    30,658
    
    
    $
    19,326
 F-29




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 (15) Income Taxes
  December 31,2007
    
    
    2006
    
    
    2005Current:Federal
    
    $
    49,237
    
    
    $
    77,372
    
    
    $
    41,886State
    
    
    (54
    )
    
    
    8,332
    
    
    
    6,986Total current
    
    
    49,183
    
    
    
    85,704
    
    
    
    48,872Deferred:Federal
    
    
    (2,762
    )
    
    
    5,035
    
    
    
    16,009State
    
    
    (222
    )
    
    
    3,229
    
    
    
    637Total deferred
    
    
    (2,984
    )
    
    
    8,264
    
    
    
    16,646Income tax expense
    
    $
    46,199
    
    
    $
    93,968
    
    
    $
    65,518
  December 31,2007
    
    
    2006
    
    
    2005Computed expected tax expense
    
    $
    54,640
    
    
    $
    90,852
    
    
    $
    61,481State and local income taxes, net of federal benefit
    
    
    (4,960
    )
    
    
    7,516
    
    
    
    4,895Deduction for qualified production income
    
    
    (3,403
    )
    
    
    (2,049
    )
    
    
    (1,111
    )Low-sulfur diesel tax credit
    
    
    
    
    
    
    (2,918
    )
    
    
    Other, net
    
    
    (78
    )
    
    
    567
    
    
    
    253Income tax expense
    
    $
    46,199
    
    
    $
    93,968
    
    
    $
    65,518
   December 31,2007
    
    
    2006Deferred income tax assets:Accounts receivable, allowance
    
    $
    595
    
    
    $
    855Deferred gain
    
    
    3,640
    
    
    
    3,640Intangibles
    
    
    1,140
    
    
    
    Accrued liabilities and other
    
    
    3,941
    
    
    
    1,918Post retirement benefits
    
    
    3,418
    
    
    
    3,840Noncurrent accrued liabilities and other
    
    
    4,297
    
    
    
    8,018Net operating loss carryover
    
    
    6,101
    
    
    
    11,569Tax credits
    
    
    1,583
    
    
    
    1,280Other
    
    
    706
    
    
    
    338Deferred income tax assets
    
    
    25,421
    
    
    
    31,458Deferred income tax liabilities:Deferred charges
    
    
    (681
    )
    
    
    (2,931
    )Intangibles
    
    
    
    
    
    
    (6,081
    )Property, plant, and equipment
    
    
    (156,722
    )
    
    
    (198,104
    )Other noncurrent
    
    
    (22,468
    )
    
    
    (32,550
    )Inventories
    
    
    (10,761
    )
    
    
    (16,904
    )Deferred income tax liabilities
    
    $
    (190,632
    )
    
    $
    (256,570
    )
  F-30




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
   (16) Related-Party Transactions
  (17) Stockholders Equity
 (a) Common and preferred stock
   CommonStock(in thousands)Balance as of December 31, 2005
    
    
    46,810Shares forfeited
    
    
    (6
    )Shares issued in connection with stock plans (Note 19)
    
    
    2Balance as of December 31, 2006
    
    
    46,806Shares forfeited
    
    
    Shares issued in connection with stock plans (Note 19)
    
    
    2Balance as of December 31, 2007
    
    
    46,808
 (b) Dividends
  Common Stock Dividends
  F-31




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
    (18) Earnings per Share
  December 312007
    
    
    2006
    
    
    2005Net income
    
    $
    103,936
    
    
    $
    157,368
    
    
    $
    103,988Average number of shares of common stock outstanding
    
    
    46,763
    
    
    
    46,738
    
    
    
    39,889Dilutive restricted shares and SARs
    
    
    41
    
    
    
    41
    
    
    
    19Average number of shares of common stock outstanding assuming dilution
    
    
    46,804
    
    
    
    46,779
    
    
    
    39,908Earnings per share  basic
    
    $
    2.22
    
    
    $
    3.37
    
    
    $
    2.61Earnings per share  diluted *
    
    $
    2.16
    
    
    $
    3.36
    
    
    $
    2.61
 
 *
    
    For the purpose of calculating diluted earnings per share, net income was reduced by $2,391
for the year ended December 31, 2007 to adjust for the effects of options issued by Alons
subsidiaries. (19) Stock Based Compensation
  (a) 2005 Incentive Compensation Plan (share value in dollars)
  Restricted Stock
 F-32




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
   Weighted AverageNonvested Shares
    
    Shares
    
    
    Grant Date Fair ValuesNonvested at January 1, 2007
    
    
    49,079
    
    
    $
    20.27Granted
    
    
    2,001
    
    
    
    37.51Vested
    
    
    (24,162
    )
    
    
    20.06Forfeited
    
    
    0
    
    
    
    0.00Nonvested at December 31, 2007
    
    
    26,918
    
    
    $
    21.74
  Stock Appreciation Rights
  (b) 2000 Incentive Stock Compensation Plan
  F-33




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)


Alon Assets
    
    
    Alon OperatingWeighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Exercise
    
    
    Options
    
    
    ExerciseOutstanding
    
    
    Price
    
    
    Outstanding
    
    
    PriceOutstanding at December 31, 2005
    
    
    8,060
    
    
    $
    100
    
    
    
    3,027
    
    
    $
    100Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (1,212
    )
    
    
    100
    
    
    
    (455
    )
    
    
    100Forfeited and expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at December 31, 2006
    
    
    6,848
    
    
    $
    100
    
    
    
    2,572
    
    
    $
    100Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (1,632
    )
    
    
    100
    
    
    
    (613
    )
    
    
    100Forfeited and expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at December 31, 2007
    
    
    5,216
    
    
    $
    100
    
    
    
    1,959
    
    
    $
    100
  (20) Commitments and Contingencies
 (a) Leases
  Year ending December 31:2008
    
    $
    32,9342009
    
    
    27,8302010
    
    
    21,2612011
    
    
    15,4802012
    
    
    13,7472013 and thereafter
    
    
    41,056Total
    
    $
    152,308
  (b) Other Commitments
    F-34




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
    (c) Environmental
    F-35




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
      (21) Quarterly Information (unaudited)
  QuartersFirst
    
    Second
    
    Third
    
    Fourth
    

Full Year2007Net sales
    
    $
    965,905
    
    
    $
    1,187,181
    
    
    $
    1,243,723
    
    
    $
    1,145,342
    
    
    $
    4,542,151Operating income
    
    
    69,336
    
    
    
    166,710
    
    
    
    16,990
    
    
    
    (66,917
    )
    
    
    186,119Net income
    
    
    35,565
    
    
    
    95,613
    
    
    
    12,627
    
    
    
    (39,869
    )
    
    
    103,936Earnings per share, basic
    
    $
    0.76
    
    
    $
    2.05
    
    
    $
    0.27
    
    
    $
    (0.85
    )
    
    $
    2.22Weighted average shares outstanding
    
    
    46,757
    
    
    
    46,758
    
    
    
    46,761
    
    
    
    46,775
    
    
    
    46,7632006Net sales
    
    $
    585,225
    
    
    $
    673,047
    
    
    $
    1,000,711
    
    
    $
    834,907
    
    
    $
    3,093,890Operating income
    
    
    96,013
    
    
    
    69,926
    
    
    
    71,765
    
    
    
    41,630
    
    
    
    279,334Net income
    
    
    54,164
    
    
    
    43,091
    
    
    
    38,143
    
    
    
    21,970
    
    
    
    157,368Earnings per share, basic
    
    $
    1.16
    
    
    $
    0.92
    
    
    $
    0.82
    
    
    $
    0.47
    
    
    $
    3.37Weighted average shares
    
    
    46,731
    
    
    
    46,733
    
    
    
    46,737
    
    
    
    46,751
    
    
    
    46,738
 F-36




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##### Table of Contents



ALON USA ENERGY, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except as noted)
 (22) Subsequent Events
 (a) Dividend Announcement
  (b) Big Spring Refinery Fire
  F-37




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##### Table of Contents



SIGNATURES
  Date: March 10, 2008
    By:
    /s/ Jeff D. MorrisJeff D. MorrisChief Executive Officer  Date: March 10, 2008
    By:
    /s/ David WiessmanDavid WiessmanExecutive ChairmanDate: March 10, 2008
    By:
    /s/ Jeff D. MorrisJeff D. MorrisPresident, Chief Executive Officer and
DirectorDate: March 10, 2008
    By:
    /s/ Shai EvenShai EvenVice President and Chief Financial OfficerDate: March 10, 2008
    By:
    /s/ Ron W. HaddockRon W. HaddockDirectorDate: March 10, 2008
    By:
    /s/ Itzhak BaderItzhak BaderDirectorDate: March 10, 2008
    By:
    /s/ Ron FainaroRon FainaroDirectorDate: March 10, 2008
    By:
    /s/ Avraham Baiga ShochatAvraham Baiga ShochatDirectorDate: March 10, 2008
    By:
    /s/ Yeshayahu PeryYeshayahu PeryDirectorDate: March 10, 2008
    By:
    /s/ Zalman SegalZalman SegalDirectorDate: March 10, 2008
    By:
    /s/ Boaz BiranBoaz BiranDirector




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit3.1
    
    Amended Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by
reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No.
333-124797).3.2
    
    Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit
3.2 to Form S-1/A, filed by the Company on July 14, 2005, 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).10.1 
    
    Area License Agreement, dated as of June 2, 1993, between Southwest Convenience Stores, Inc.
and The Southland Corporation (incorporated by reference to Exhibit 10.1 to Form S-1/A,
filed by the Company on July 7, 2005, SEC File No. 333-124797).10.2 
    
    Amendment to Area License Agreement and Consent to Assignment, dated as of December 20,
1996, between The Southland Corporation and Permian Basin Investments, Inc. d/b/a Southwest
Convenience Stores, Inc. (incorporated by reference to Exhibit 10.2.1 to Form S-1/A, filed
by the Company on July 7, 2005, SEC File No. 333-124797).10.3 
    
    Amendment No. 2 to Area License Agreement, dated as of August 14, 1997, between Southwest
Convenience Stores LLC and The Southland Corporation (incorporated by reference to Exhibit
10.2.2 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797).10.4
    
    Trademark License Agreement, dated as of June 31, 2000, among Finamark, Inc., Atofina
Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1,
filed by the Company on May 11, 2005, SEC File No. 333-124797).10.5
    
    First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark,
Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.6
    
    Pipeline Lease Agreement, dated as of January 22, 2001, between Chevron Pipe Line Company
and Fin-Tex Pipe Line Company (incorporated by reference to Exhibit 10.5 to Form S-1, filed
by the Company on May 11, 2005, SEC File No. 333-124797).10.7
    
    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).10.8
    
    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).10.9
    
    Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P.,
Holly Energy Partners  Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company,
Alon USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA,
Inc. and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).10.10
    
    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).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.11
    
    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).10.12
    
    Amended and Restated Credit Agreement, dated as of January 14, 2004, among Alon USA, Inc.,
the lenders listed therein and Credit Suisse First Boston (incorporated by reference to
Exhibit 10.15 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.13
    
    First Amendment, dated as of February 10, 2005, to the Amended and Restated Credit
Agreement, dated as of January 14, 2004, among Alon USA, Inc., the lenders listed therein
and Credit Suisse First Boston, and the Guarantee and Collateral Agreement, dated as of
January 14, 2004, among Credit Suisse First Boston, Alon USA, Inc., the subsidiaries of Alon
USA, Inc. identified therein and Alon USA, Inc. (incorporated by reference to Exhibit 10.17
to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.14
    
    Second Amendment, dated as of May 6, 2005, to the Amended and Restated Credit Agreement,
dated as of January 14, 2004, among Alon USA Energy, Inc., the lenders listed therein and
Credit Suisse First Boston (incorporated by reference to Exhibit 10.18 to Form S-1/A, filed
by the Company on June 17, 2005, SEC File No. 333-124797).10.15
    
    Guarantee and Collateral Agreement, dated as of January 14, 2004, among Credit Suisse First
Boston, Alon USA, Inc., the subsidiaries of Alon USA, Inc. identified therein and Alon USA
Energy, Inc. (incorporated by reference to Exhibit 10.16 to Form S-1, filed by the Company
on May 11, 2005, SEC File No. 333-124797).10.16
    
    Amended Revolving Credit Agreement, dated as of January 14, 2004, among Alon USA, LP, the
guarantor companies and financial institutions identified therein and Israel Discount Bank
of New York (incorporated by reference to Exhibit 10.19 to Form S-1, filed by the Company on
May 11, 2005, SEC File No. 333-124797).10.17
    
    First Amendment, dated as of February 10, 2005, to the Amended Revolving Credit Agreement,
dated as of January 14, 2004, among Alon USA, LP, the guarantor companies and financial
institutions identified therein and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.20 to Form S-1, filed by the Company on May 11, 2005, SEC File No.
333-124797).10.18
    
    Second Amendment, dated as of June 16, 2005, to the Amended Revolving Credit Agreement,
dated as of January 14, 2004, among Alon USA, LP, the guarantor companies and financial
institutions identified therein and Israel Discount Bank of New York (incorporated by
reference to Exhibit 10.20.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File
No. 333-124797).10.19
    
    Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, among Alon
USA Energy, Inc., Alon USA, LP, the guarantor companies and financial institutions named
therein, Israel Discount Bank of New York and Bank Leumi USA (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by the Company on July 20, 2007, SEC File No. 001-32567).10.20
    
    Amended Revolving Credit Agreement, dated as of February 15, 2006, among Alon USA, LP, the
guarantor companies and financial institutions named therein, Israel Discount Bank of New
York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the
Company on February 16, 2006, SEC File No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.21
    
    Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, 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 10.2 to Form 8-K filed by the Company on June 26, 2006, SEC File No.
001-32567).10.22
    
    First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC
Acquisition, LLC, 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 10.25 to Form 10-K filed by the Company on March 15, 2007 SEC File
No. 001-32567).10.23
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, 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 10.2 to Form 8-K filed by the Company on March 5, 2007, SEC File No.
001-32567).10.24
    
    Credit Agreement, dated as of June 6, 2006, among Southwest Convenience Stores, LLC, the
lenders party thereto and Wachovia Bank, National Association (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by the Company on June 7, 2006, SEC File No. 001-32567).10.25
    
    Amended and Restated Credit Agreement, dated as of June 29, 2007, among Southwest
Convenience Stores, LLC, the lenders party thereto and Wachovia Bank, National Association
(incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on July 2, 2007,
SEC File No. 001-32567).10.26
    
    Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party
thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K filed by
the Company on June 26, 2006, SEC File No. 001-32567).10.27
    
    Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon
USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to
Exhibit 10.3 to Form 8-K filed by the Company on March 5, 2007, SEC File No. 001-32567).10.28
    
    Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the
Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil
Company, LLC, 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 10.2 to Form 8-K filed by the Company on March 5, 2007, SEC File No.
001-32567).10.29
    
    Amended and Restated Credit Agreement, dated as of July 26, 2005, among Paramount Petroleum
Corporation, Bank of America, N.A. and Société Générale (incorporated by reference to
Exhibit 10.1 to Form 8-K, filed by the Company on August 9, 2006, SEC File No. 001-32567).10.30
    
    First Amendment to Amended and Restated Credit Agreement, dated as of January 26, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.31
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of February 28, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.32
    
    Third Amendment to Amended and Restated Credit Agreement, dated as of June 12, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.33
    
    Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on August 9,
2006, SEC File No. 001-32567).10.34
    
    Fifth Amendment to Amended and Restated Credit Agreement, dated as of June 22, 2006, among
Paramount Petroleum Corporation, Bank of America, N.A., Banc of America Securities LLC and
the lenders party thereto (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by
the Company on August 9, 2006, SEC File No. 001-32567).10.35
    
    Sixth Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2006,
among Paramount Petroleum Corporation, Bank of America, N.A. and the lenders party thereto
(incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on December 22,
2006, SEC File No. 001-32567).10.36
    
    Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount
Petroleum Corporation, Bank of America, N.A. 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 March 5, 2007, SEC File No. 001-32567).10.37
    
    First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007,
among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor
companies and financial institutions from time to time named therein.10.38
    
    Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon
Israel Oil Company, Ltd. And Alon USA Energy, Inc. (incorporated by reference to Exhibit
10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.39
    
    Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as
of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. And Alon USA Energy,
Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on
June 17, 2005, SEC File No. 333-124797).10.40
    
    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).10.41*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon
USA GP, Inc., as amended on May 4, 2005 (incorporated by reference to Exhibit 10.23 to Form
S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.42*
    
    Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon
USA GP, Inc., as amended on May 4, 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).10.43*
    
    Executive Employment Agreement, dated as of February 5, 2001, between Joseph A. Concienne,
III and Alon USA GP, Inc., as amended on May 4, 2005 (incorporated by reference to Exhibit
10.25 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.44*
    
    Management Employment Agreement, dated as of October 1, 2002, between Harlin R. Dean and
Alon USA GP, LLC, as amended on May 4, 2005 (incorporated by reference to Exhibit 10.26 to
Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797).10.45*
    
    Amendment, dated as of October 1, 2003, to the Management Employment Agreement, dated as of
October 1, 2002, between Harlin Dean and Alon USA GP, LLC, as amended on May 4, 2005
(incorporated by reference to Exhibit 10.26.1 to Form S-1/A, filed by the Company on June
17, 2005, SEC File No. 333-124797).10.46*
    
    Amendment to Executive/Management Employment Agreement, dated as of November 7, 2005,
between Harlin Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form
8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567).10.47*
    
    Amended and Restated Management Employment Agreement, dated as of August 9, 2006, between
Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K
filed by the Company on August 9, 2006, SEC File No. 001-32567).10.48*
    
    Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and
Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K filed by the
Company on March 15, 2006, SEC File No. 001-32567).10.49*
    
    Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between
Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K
filed by the Company on March 15, 2006, SEC File No. 001-32567).10.50*
    
    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).10.51*
    
    Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.27 to Form S-1, filed by the
Company on May 11, 2005, SEC File No. 333-124797).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.52*
    
    Description of 10% Bonus Plan (incorporated by reference to Exhibit 10.28 to Form S-1, filed
by the Company on May 11, 2005, SEC File No. 333-124797).10.53*
    
    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).10.54*
    
    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).10.55*
    
    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).10.56*
    
    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).10.57*
    
    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).10.58
    
    Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience
Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form
S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.59
    
    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).10.60*
    
    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).10.61*
    
    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).10.62*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Jeff D. Morris, as amended on 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).10.63
    
    Shareholder Agreement, dated as of July 2000, between Alon Assets, Inc. and Jeff D. Morris,
as amended on 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).10.64*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Jeff D. Morris, as amended on 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).10.65
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff
D. Morris, as amended on 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).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.66*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and
Claire A. Hart, as amended on June 30, 2002 and July 25, 2002 (incorporated by reference to
Exhibit 10.42 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.67
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A.
Hart, as amended on June 30, 2002 (incorporated by reference to Exhibit 10.43 to Form S-1/A,
filed by the Company on June 17, 2005, SEC File No. 333-124797).10.68*
    
    Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating,
Inc. and Claire A. Hart, as amended on June 30, 2002 and July 25, 2002 (incorporated by
reference to Exhibit 10.44 to Form S-1/A, filed by the Company on June 17, 2005, SEC File
No. 333-124797).10.69
    
    Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and
Claire A. Hart, as amended on June 30, 2002 (incorporated by reference to Exhibit 10.45 to
Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797).10.70*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc.
and Joseph A. Concienne, III, as amended on July 25, 2002 (incorporated by reference to
Exhibit 10.46 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.71
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A.
Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the
Company on June 17, 2005, SEC File No. 333-124797).10.72*
    
    Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating,
Inc. and Joseph A. Concienne, III, as amended on July 25, 2002 (incorporated by reference to
Exhibit 10.48 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No.
333-124797).10.73
    
    Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and
Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by
the Company on June 17, 2005, SEC File No. 333-124797).10.74*
    
    Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and
Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by
the Company on July 7, 2005, SEC File No. 333-124797).10.75*
    
    Alon USA Energy, Inc. 2005 Incentive Compensation Plan, as amended on November 7, 2005
(incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 8,
2005, SEC File No. 001-32567).10.76*
    
    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).10.77*
    
    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).10.78*
    
    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).




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.79*
    
    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).10.80*
    
    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).10.81
    
    Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe
Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K
filed by the Company on February 13, 2006, SEC File No. 001-32567).10.82
    
    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).10.83
    
    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).10.84
    
    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).10.85
    
    Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex
Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by
reference to Exhibit 10.2 to Form 8-K filed by the Company on May 2, 2006, SEC File No.
001-32567).10.86
    
    Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon
USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined
therein) (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on
March 6, 2007, 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.
 
 *
    
    Identifies management contracts and compensatory plans or arrangements.
    
    Filed under confidential treatment request.