UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

OR

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

Commission file number: 333-163942

ALON REFINING KROTZ SPRINGS, INC.

(Exact name of Registrant as specified in its charter)

___________________________________________________

Delaware	74-2849682
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

12700 Park Central Dr., Suite 1600, Dallas, Texas 75251

(Address of principal executive offices) (Zip Code)

(972) 367-3600

(Registrant’s telephone number, including area code)

___________________________________________________

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

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

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

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

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

The registrant is a subsidiary of Alon USA Energy, Inc., a Delaware corporation, and there is no market for the registrant's common stock. As of November 1, 2013, 50,111 shares of the registrant's Class A Common stock, par value $0.01, and 90 shares of the registrant's Class B Common stock, par value $0.01, were outstanding.

The Registrant meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H(2).

PART I. FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
BALANCE SHEETS	1
STATEMENTS OF OPERATIONS	2
STATEMENTS OF COMPREHENSIVE INCOME	3
STATEMENTS OF CASH FLOWS	4
NOTES TO FINANCIAL STATEMENTS	5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
FORWARD-LOOKING STATEMENTS	19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4. CONTROLS AND PROCEDURES	20
PART II. OTHER INFORMATION	21
ITEM 6. EXHIBITS	21
SIGNATURES	22
EXHIBITS	23
EX-31.1 CERTIFICATION OF CEO PURSUANT TO SECTION 302
EX-31.2 CERTIFICATION OF CFO PURSUANT TO SECTION 302
EX-32.1 CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALON REFINING KROTZ SPRINGS, INC.

BALANCE SHEETS

(dollars in thousands except per share data)

	September 30, 2013			December 31, 2012
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	881		$	1,107
Accounts and other receivables, net	45,719			38,412
Inventories	56,071			44,796
Prepaid expenses and other current assets	273			2,354
Total current assets	102,944			86,669
Property, plant and equipment, net	336,668			343,321
Other assets, net	19,797			22,368
Total assets	$	459,409		$	452,358
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	378,432		$	380,329
Accrued liabilities	25,756			12,499
Total current liabilities	404,188			392,828
Other non-current liabilities	38,730			29,436
Long-term debt	213,479			211,573
Total liabilities	656,397			633,837
Commitments and contingencies (Note 11)
Stockholders’ equity:
Class A Common stock, par value $0.01, 75,000 shares authorized: 50,111 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	—			—
Class B Common stock, par value $0.01, 1,000 shares authorized; 90 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	—			—
Additional paid-in capital	167,656			167,656
Accumulated other comprehensive income, net of income tax	9,139			1,514
Retained deficit	(373,783		)	(350,649		)
Total stockholders' equity	(196,988		)	(181,479		)
Total liabilities and stockholders' equity	$	459,409		$	452,358

The accompanying notes are an integral part of these financial statements.

1

ALON REFINING KROTZ SPRINGS, INC.

STATEMENTS OF OPERATIONS

(unaudited, dollars in thousands)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net sales	$	734,883		$	770,723		$	1,935,959		$	2,147,904
Operating costs and expenses:
Cost of sales	727,087			698,912			1,848,497			2,010,493
(Gains) losses on commodity swaps	(11,339		)	38,856			(21,333		)	91,768
Direct operating expenses	24,841			23,930			72,871			70,192
Selling, general and administrative expenses	1,993			1,915			6,448			5,741
Depreciation and amortization	6,855			5,968			19,328			17,886
Total operating costs and expenses	749,437			769,581			1,925,811			2,196,080
Loss on disposition of assets	—			(2,524		)	—			(2,524		)
Operating income (loss)	(14,554		)	(1,382		)	10,148			(50,700		)
Interest expense	(13,451		)	(11,415		)	(33,291		)	(34,040		)
Other income (loss), net	1			1			9			(7,291		)
Loss before income tax benefit	(28,004		)	(12,796		)	(23,134		)	(92,031		)
Income tax benefit	—			—			—			—
Net loss	$	(28,004	)	$	(12,796	)	$	(23,134	)	$	(92,031	)

The accompanying notes are an integral part of these financial statements.

2

ALON REFINING KROTZ SPRINGS, INC.

STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, dollars in thousands)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net loss	$	(28,004	)	$	(12,796	)	$	(23,134	)	$	(92,031	)
Other comprehensive loss, before tax:
Commodity contracts designated as cash flow hedges:
Unrealized holding gain (loss) arising during period	7,208			(49,061		)	28,958			(80,995		)
Less: reclassification to earnings - gains (losses) on commodity swaps	11,339			(28,029		)	21,333			(43,116		)
Net gain (loss)	(4,131		)	(21,032		)	7,625			(37,879		)
Total other comprehensive income (loss), before tax	(4,131		)	(21,032		)	7,625			(37,879		)
Income tax expense related to other comprehensive income (loss)	—			—			—			—
Total other comprehensive income (loss), net of tax	(4,131		)	(21,032		)	7,625			(37,879		)
Comprehensive loss	$	(32,135	)	$	(33,828	)	$	(15,509	)	$	(129,910	)

The accompanying notes are an integral part of these financial statements.

3

ALON REFINING KROTZ SPRINGS, INC. STATEMENTS OF CASH FLOWS (unaudited, dollars in thousands)
	For the Nine Months Ended
	September 30,
	2013			2012
Cash flows from operating activities:
Net loss	$	(23,134	)	$	(92,031	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	19,328			17,886
Amortization of debt issuance costs	1,866			1,667
Amortization of original issuance discount	1,906			1,649
Loss on disposition of assets	—			2,524
Unrealized losses on commodity swaps	—			37,458
Changes in operating assets and liabilities:
Accounts and other receivables, net	999			(16,605		)
Inventories	(11,275		)	(23,880		)
Prepaid expenses and other current assets	2,081			(2,683		)
Accounts payable	(1,897		)	87,636
Accrued liabilities	14,030			299
Other non-current liabilities	7,840			(1,123		)
Net cash provided by operating activities	11,744			12,797
Cash flows from investing activities:
Capital expenditures	(9,028		)	(11,998		)
Capital expenditures for turnarounds and catalysts	(2,942		)	(925		)
Net cash used in investing activities	(11,970		)	(12,923		)
Net decrease in cash and cash equivalents	(226		)	(126		)
Cash and cash equivalents, beginning of period	1,107			386
Cash and cash equivalents, end of period	$	881		$	260
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest	$	21,846		$	22,967

The accompanying notes are an integral part of these financial statements.

4

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited, dollars in thousands except as noted)

(1) Basis of Presentation

The financial statements include the accounts of Alon Refining Krotz Springs, Inc. (the “Company”), a subsidiary of Alon USA Energy, Inc. ("Alon USA"). These financial statements of the Company are unaudited and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of the Company’s management, the information included in these financial statements reflects all adjustments, consisting of normal and recurring adjustments, which are necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented. Certain prior year balances may have been aggregated or disaggregated in order to conform to the current year presentation. The results of operations for the interim periods are not necessarily indicative of the operating results that may be obtained for the year ending December 31, 2013.

The balance sheet as of December 31, 2012, has been derived from the audited financial statements as of that date. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

New Accounting Standards

Effective January 1, 2013, the Company adopted Accounting Standards Update (“ASU”) No. 2011- 11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities and ASU No. 2013- 01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities issued by the Financial Accounting Standards Board (“FASB”). These updates require an entity to disclose both gross information and net information of recognized derivative instruments, repurchase agreements and securities borrowing and lending transactions offset in the balance sheet. The updated guidance was applied retrospectively, effective January 1, 2013. The adoption concerns disclosure only and did not have any financial impact on the financial statements.

ASU No. 2013- 02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013- 02”), was issued in February 2013. This ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, ASU 2013- 02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross- reference to other disclosures required under GAAP that provide additional detail about those amounts. The updated guidance was applied retrospectively, effective January 1, 2013. The adoption concerns disclosure only and did not have any financial impact on the financial statements.

(2) Operating Results and Liquidity

The Company's primary sources of liquidity are cash generated from operating activities, inventory supply and offtake arrangement, other credit lines and additional funding from Alon USA. Accounts payable to Alon USA and its subsidiaries of $313,468 at September 30, 2013, while due on demand, are expected to be paid as funds are available. Future operating results will depend on market factors, primarily the difference between the prices the Company receives from customers for produced products compared to the prices the Company pays to suppliers for crude oil. The Company plans to continue to operate the refinery at current or higher utilization rates as long as the refinery is able to generate cash operating margin. Management believes its current liquidity from the above described sources is adequate to operate the refinery.

The Company's refinery average throughput was 62,143 barrels per day for the nine months ended September 30, 2013. Cash flows from operating activities for the nine months ended September 30, 2013 was $11,744.

(3) Fair Value

The Company must determine fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required, the Company utilizes valuation techniques that maximize the use of observable inputs (levels 1 and 2) and minimize the use of unobservable inputs (level 3)

5

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

within the fair value hierarchy. The Company generally applies the “market approach” to determine fair value. This method uses pricing and other information generated by market transactions for identical or comparable assets and liabilities. Assets and liabilities are classified within the fair value hierarchy based on the lowest level (least observable) input that is significant to the measurement in its entirety.

The carrying amounts of the Company’s cash and cash equivalents, receivables, payables and accrued liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The reported amounts of long-term debt approximate fair value. Derivative financial instruments are carried at fair value, which is based on quoted market prices. Derivative instruments are the only financial assets and liabilities measured at fair value on a recurring basis.

The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, in the balance sheets at September 30, 2013 and December 31, 2012:

	Quoted Prices in Active Markets For Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2013
Assets:
Commodity contracts (swaps)	$	—	$	9,139	$	—	$	9,139
Liabilities:
Commodity contracts (futures and forwards)	1,109		—		—		1,109
Fair value hedge	—		4,921		—		4,921
As of December 31, 2012
Assets:
Commodity contracts (futures and forwards)	$	386	$	—	$	—	$	386
Commodity contracts (swaps)	—		1,514		—		1,514
Liabilities:
Fair value hedge	—		346		—		346

(4) Derivative Financial Instruments

Mark to Market

Commodity Derivatives. The Company selectively utilizes commodity derivatives to manage its exposure to commodity price fluctuations and uses crude oil and refined product commodity derivative contracts to reduce risk associated with potential price changes on committed obligations. The Company does not speculate using derivative instruments. Credit risk on the Company’s derivative instruments is substantially mitigated by transacting with counterparties meeting established collateral and credit criteria.

Fair Value Hedge

Fair value hedges are used to hedge price volatility in certain refining inventories and firm commitments to purchase inventories. The level of activity for fair value hedges is based on the level of operating inventories. The gain or loss on a derivative instrument designated and qualifying as a fair value hedge, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, is recognized currently in earnings in the same period.

As of September 30, 2013, the Company has accounted for certain commodity contracts as fair value hedges with contract purchase volumes of 394 thousand barrels of crude oil with remaining contract terms through May 2019.

Cash Flow Hedges

To designate a derivative as a cash flow hedge, the Company documents at the inception of the hedge the assessment that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. This assessment, which is updated at least quarterly, is generally based on the most recent relevant historical correlation between the derivative and the item hedged. If, during the term of the derivative, the hedge is determined to be no longer highly effective, hedge

6

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

accounting is prospectively discontinued and any remaining unrealized gains or losses, based on the effective portion of the derivative at that date, are reclassified to earnings when the underlying transaction occurs.

Commodity Derivatives. As of September 30, 2013, the Company has accounted for certain commodity swap contracts as cash flow hedges with total contract purchase volumes of 7,200 thousand barrels of crude oil and contract sales volumes of 7,200 thousand barrels of refined products with a remaining contract term of fifteen months. Related to these transactions in Other Comprehensive Income ("OCI"), the Company recognized gains (losses) of $(4,131) and $(21,032) for the three months ended and $7,625 and $(37,879) for the nine months ended September 30, 2013 and 2012, respectively. There were no amounts reclassified from OCI into cost of sales as a result of the discontinuance of cash flow hedge accounting.

For the three and nine months ended September 30, 2013 and 2012, there was no hedge ineffectiveness recognized in income. No component of the derivative instruments’ gains or losses was excluded from the assessment of hedge effectiveness.

The following table presents the effect of derivative instruments on the statements of financial position:

	As of September 30, 2013
	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity contracts (futures and forwards)	Accounts receivable	$	2,072	Accrued liabilities	$	(3,181	)
Total derivatives not designated as hedging instruments		$	2,072		$	(3,181	)
Derivatives designated as hedging instruments:
Commodity contracts (swaps)	Accounts receivable	$	10,593	Other non-current liabilities	$	(1,454	)
Fair value hedge		—		Other non-current liabilities	(4,921		)
Total derivatives designated as hedging instruments		$	10,593		$	(6,375	)
Total derivatives		$	12,665		$	(9,556	)

	As of December 31, 2012
	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives not designated as hedging instruments:
Commodity contracts (futures and forwards)	Accounts receivable	$	386		$	—
Total derivatives not designated as hedging instruments		$	386		$	—
Derivatives designated as hedging instruments:
Commodity contracts (swaps)	Accounts receivable	$	2,287	Accrued liabilities	$	(773	)
Fair value hedge		—		Other non-current liabilities	(346		)
Total derivatives designated as hedging instruments		$	2,287		$	(1,119	)
Total derivatives		$	2,673		$	(1,119	)

7

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

The following tables present the effect of derivative instruments on the Company’s statements of operations and accumulated other comprehensive income:

Cash Flow Hedging Relationships	Gain (Loss) Recognized in OCI			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
				Location	Amount			Location	Amount
For the Three Months Ended September 30, 2013
Commodity contracts (swaps)	$	(4,131	)	Gains (losses) on commodity swaps	$	11,339			$	—
Total derivatives	$	(4,131	)		$	11,339			$	—
For the Three Months Ended September 30, 2012
Commodity contracts (swaps)	$	(21,032	)	Gains (losses) on commodity swaps	$	(28,029	)		$	—
Total derivatives	$	(21,032	)		$	(28,029	)		$	—

Cash Flow Hedging Relationships	Gain (Loss) Recognized in OCI			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Gain (Loss) Reclassified from Accumulated OCI into Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
				Location	Amount			Location	Amount
For the Nine Months Ended September 30, 2013
Commodity contracts (swaps)	$	7,625		Gains (losses) on commodity swaps	$	21,333			$	—
Total derivatives	$	7,625			$	21,333			$	—
For the Nine Months Ended September 30, 2012
Commodity contracts (swaps)	$	(37,879	)	Gains (losses) on commodity swaps	$	(43,116	)		$	—
Total derivatives	$	(37,879	)		$	(43,116	)		$	—

Derivatives in fair value hedging relationships:

		Gain (Loss) Recognized in Income
		For the Three Months Ended						For the Nine Months Ended
		September 30,						September 30,
	Location	2013			2012			2013			2012
Fair value hedge	Cost of sales	$	(2,642	)	$	(700	)	$	(4,575	)	$	(700	)
Total derivatives		$	(2,642	)	$	(700	)	$	(4,575	)	$	(700	)

8

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

Derivatives not designated as hedging instruments:

		Gain (Loss) Recognized in Income
		For the Three Months Ended						For the Nine Months Ended
		September 30,						September 30,
	Location	2013			2012			2013			2012
Commodity contracts (futures & forwards)	Cost of sales	$	(756	)	$	2,257		$	(1,278	)	$	10,185
Commodity contracts (swaps)	Gains (losses) on commodity swaps	—			(10,827		)	—			(48,652		)
Commodity contracts (call options)	Other income (loss), net	—			—			—			(7,297		)
Total derivatives		$	(756	)	$	(8,570	)	$	(1,278	)	$	(45,764	)

Offsetting Assets and Liabilities

The Company's derivative financial instruments are subject to master netting arrangements to manage counterparty credit risk associated with derivatives, however the Company does not offset on its balance sheets the fair value amounts recorded for derivative instruments under these agreements.

The following table presents offsetting information regarding the Company's derivatives by type of transaction as of September 30, 2013 and December 31, 2012:

	Gross Amounts of Recognized Assets (Liabilities)			Gross Amounts offset in the Statement of Financial Position		Net Amounts of Assets (Liabilities) Presented in the Statement of Financial Position			Gross Amounts Not offset in the Statement of Financial Position					Net Amount
									Financial Instruments			Cash Collateral Pledged
As of September 30, 2013
Commodity Derivative Assets:
Futures & forwards	$	2,072		$	—	$	2,072		$	(2,072	)	$	—	$	—
Swaps	10,593			—		10,593			—			—		10,593
Commodity Derivative Liabilities:
Futures & forwards	$	(3,181	)	$	—	$	(3,181	)	$	2,072		$	—	$	(1,109	)
Swaps	(1,454		)	—		(1,454		)	—			—		(1,454		)
As of December 31, 2012
Commodity Derivative Assets:
Futures & forwards	$	386		$	—	$	386		$	—		$	—	$	386
Swaps	2,287			—		2,287			—			—		2,287
Commodity Derivative Liabilities:
Swaps	$	(773	)	$	—	$	(773	)	$	—		$	—	$	(773	)

(5) Inventories

The Company’s inventories (including inventory consigned to others) are stated at the lower of cost or market. Cost is determined under the last-in, first-out (LIFO) method for crude oil, refined products and blendstock inventories. Materials and supplies are stated at average cost.

Carrying value of inventories consisted of the following:

	September 30, 2013		December 31, 2012
Crude oil, refined products and blendstocks	$	17,618	$	12,268
Crude oil inventory consigned to others	34,942		29,656
Materials and supplies	3,511		2,872
Total inventories	$	56,071	$	44,796

9

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

Market values of crude oil, refined products and blendstock inventories exceeded LIFO costs by $20,807 and $14,013 at September 30, 2013 and December 31, 2012, respectively.

(6) Inventory Financing Agreement

The Company has entered into a Supply and Offtake Agreement and other associated agreements (together the “Supply and Offtake Agreement”) with J. Aron & Company (“J. Aron”). Pursuant to the Supply and Offtake Agreement, (i) J. Aron agreed to sell to the Company, and the Company agreed to buy from J. Aron, at market prices, crude oil for processing at the refinery and (ii) the Company agreed to sell, and J. Aron agreed to buy, at market prices, certain refined products produced at the refinery.

The Supply and Offtake Agreement also provided for the sale, at market prices, of the Company's crude oil and certain refined product inventories to J. Aron, the lease to J. Aron of crude oil and refined product storage tanks located at our refinery, and to identify prospective purchasers of refined products on J. Aron's behalf. The Supply and Offtake Agreement was amended in February 2013 and has an initial term that expires in May 2019. J. Aron may elect to terminate the Supply and Offtake Agreement prior to the initial term beginning in May 2016 and upon each anniversary thereof, on six months prior notice. The Company may elect to terminate in May 2018 on six months prior notice.

Following expiration or termination of the Supply and Offtake Agreement, the Company is obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the refinery.

At September 30, 2013 and December 31, 2012, the Company had net current payables to J. Aron for purchases of $41,263 and $27,750, respectively, non-current liabilities related to the original financing of $35,844 and $28,016, respectively, and a consignment inventory receivable representing a deposit paid to J. Aron of $6,206 and $6,206, respectively.

Additionally, the Company had current payables of $2,301 and current receivables of $1,565 at September 30, 2013 and December 31, 2012, respectively, for forward commitments related to month-end consignment inventory target levels differing from projected levels and the associated pricing with these inventory level differences.

In association with the Supply and Offtake Agreement, the Company entered into a secured Credit Agreement (the “Standby LC Facility”) by and between the Company, as Borrower, and Goldman Sachs Bank USA, as Issuing Bank. The Standby LC Facility provides for up to $200,000 of letters of credit to be issued to J. Aron. Obligations under the Standby LC Facility are secured by a first priority lien on the existing and future accounts receivable and inventory of the Company. The Standby LC Facility includes customary events of default and restrictions on the activities of the Company. The Standby LC Facility contains no maintenance financial covenants. At this time there is no further availability under the Standby LC Facility. In August 2013, the Company amended the Standby LC Facility to extend the maturity date to July 2016.

(7) Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following:

	September 30, 2013			December 31, 2012
Refining facilities	$	438,559		$	429,531
Less: Accumulated depreciation	(101,891		)	(86,210		)
Property, plant and equipment, net	$	336,668		$	343,321

(8) Additional Financial Information

The tables that follow provide additional financial information related to the financial statements.

(a) Other Assets, Net

	September 30, 2013		December 31, 2012
Deferred turnaround and chemical catalyst cost	$	8,579	$	9,251
Deferred debt issuance costs	3,019		4,885
Intangible assets	1,993		2,026
Receivable from supply agreements	6,206		6,206
Total other assets	$	19,797	$	22,368

10

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

(b) Accrued Liabilities, Other Non-Current Liabilities and Accounts Payable

	September 30, 2013		December 31, 2012
Accrued Liabilities:
Taxes other than income taxes	$	1,370	$	1,670
Employee costs	1,448		1,460
Commodity contracts	3,181		773
Accrued finance charges	15,121		7,439
Other	4,636		1,157
Total accrued liabilities	$	25,756	$	12,499
Other Non-Current Liabilities:
Environmental accrual (Note 11)	$	274	$	319
Asset retirement obligations	1,158		1,101
Consignment inventory	35,844		28,016
Commodity contracts	1,454		—
Total other non-current liabilities	$	38,730	$	29,436

Accounts payable includes related parties balance of $313,468 and $294,060 at September 30, 2013 and December 31, 2012, respectively.

(c) Deferred Income Tax Asset Valuation Allowance

The following table displays the change in deferred income tax asset valuation allowance:

	Deferred Income Tax Asset Valuation Allowance
Valuation allowance at December 31, 2012	$	130,293
Change in valuation allowance	8,483
Valuation allowance at September 30, 2013	$	138,776

(d) Accumulated Other Comprehensive Income

The following table displays the change in other comprehensive income, net of tax:

	Unrealized Gain on Cash Flow Hedges		Total
Balance at December 31, 2012	$	1,514	$	1,514
Other comprehensive income, net of tax	7,625		7,625
Balance at September 30, 2013	$	9,139	$	9,139

(9) Indebtedness

Long-term debt consisted of the following:

	September 30, 2013		December 31, 2012
Senior secured notes	$	213,479	$	211,573

In October 2013, Alon USA made a capital contribution allowing the Company to redeem approximately $140,000 of the principal balance on the 13.50% senior secured notes, leaving a remaining principal balance of approximately $76,500. In addition, Alon USA owns $1,860 of the Company's 13.5% senior secured notes after the date of this redemption.

11

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

(10) Related-Party Transactions

The Company is a subsidiary of Alon USA and is operated as a component of the integrated operations of Alon USA and its other subsidiaries. As such, the executive officers of Alon USA, who are employed by another subsidiary of Alon USA, also serve as executive officers of the Company and Alon USA's other subsidiaries. Alon USA performs general corporate and administrative services and functions for the Company and Alon USA's other subsidiaries, which include accounting, treasury, cash management, tax, information technology, insurance administration and claims processing, legal, environmental, risk management, audit, payroll and employee benefit processing, and internal audit services. Alon USA allocates the expenses actually incurred by it in performing these services to the Company and to its other subsidiaries based primarily on the amount of time the individuals performing such services devote to the Company's business and affairs relative to the amount of time they devote to the business and affairs of Alon USA's other subsidiaries. The Company records the amount of such allocations to its financial statements as selling, general and administrative expenses. The Company's share of Alon USA's selling, general and administrative expenses were $1,993 and $1,915, for the three months ended September 30, 2013 and 2012, respectively, and $6,448 and $5,741 for the nine months ended September 30, 2013 and 2012, respectively.

Alon USA currently owns all of the Company's outstanding voting capital stock. As a result, Alon USA can control the election of the Company's directors, exercise control or significant influence over the Company's corporate and management policies and generally determine the outcome of any corporate transaction or other matter submitted to the Company's stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. So long as Alon USA continues to own a majority of the outstanding shares of the Company's voting capital stock, Alon USA will continue to be able to effectively control or influence the outcome of such matters.

(11) Commitments and Contingencies

(a) Commitments

In the normal course of business, the Company has long-term commitments to purchase, at market prices, utilities such as natural gas, electricity and water for use by the refinery. The Company is also party to various refined product and crude oil supply and exchange agreements. These agreements are typically short-term in nature or provide terms for cancellation.

Supply and Offtake Agreements

In July 2013, the Company entered into offtake agreements with two investment grade oil companies that provides for the sale, at market prices, of light cycle oil and high sulfur distillate blendstock through June 2015. Both agreements will automatically extend for successive one year terms unless either the Company or the other party cancels the agreement by delivering written notice of termination to the other at least 180 days prior to the end of the then current term.

(b) Contingencies

The Company is involved in various legal actions arising in the ordinary course of business. The Company believes the ultimate disposition of these matters will not have a material effect on the Company’s financial position, results of operations or liquidity.

(c) Environmental

The Company is subject to loss contingencies pursuant to federal, state, and local environmental laws and regulations. These laws and regulations govern the discharge of materials into the environment and may require the Company to incur future obligations to investigate the effects of the release or disposal of certain petroleum, chemical, and mineral substances at various sites; to remediate or restore these sites; to compensate others for damage to property and natural resources and for remediation and restoration costs. These contingent obligations relate to sites owned by the Company and its past or present operations. The Company is currently participating in environmental investigations, assessments and cleanups pertaining to its refinery. The Company may in the future be involved in additional environmental investigations, assessments and cleanups. The magnitude of future costs are unknown and will depend on factors such as the nature and contamination at many sites, the timing, extent and method of the remedial actions which may be required, and the determination of the Company’s liability in proportion to other responsible parties.

12

ALON REFINING KROTZ SPRINGS, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

(unaudited, dollars in thousands except as noted)

Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefit are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated. Substantially all amounts accrued are expected to be paid out over the next five years. The level of future expenditures for environmental remediation obligations cannot be determined with any degree of reliability.

The Company has accrued environmental remediation obligations recorded as a non-current liability of $274 and $319 at September 30, 2013 and December 31, 2012, respectively.

(12) Subsequent Events

Repayment of Senior Secured Notes

In October 2013, Alon USA made a capital contribution allowing the Company to redeem approximately $140,000 of the principal balance on the 13.50% senior secured notes, leaving a remaining principal balance of approximately $76,500. In addition, Alon USA owns $1,860 of the Company's 13.5% senior secured notes after the date of this redemption.

13

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations is abbreviated pursuant to General Instruction H(2)(a) of Form 10-Q. This discussion should be read in conjunction with the accompanying quarterly unaudited financial statements and our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. Our Annual Report includes additional information about our significant accounting policies, practices and transactions that underlie our financial results. For additional information, including information regarding outlook, liquidity, capital resources, contractual obligations, and critical accounting estimates, see the Quarterly Report on Form 10-Q of our parent, Alon USA Energy, Inc. for the quarter ended September 30, 2013.

In this document, the words “the Company,” “we” and “our” refer to Alon Refining Krotz Springs, Inc.

Major Influences on Results of Operations

Our earnings and cash flows are primarily affected by the difference between refined product prices and the prices for crude oil and other feedstocks. The cost to acquire crude oil and other feedstocks and the price of the refined products we ultimately sell depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined products which, in turn, depends on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation. While our sales and operating revenues fluctuate significantly with movements in crude oil and refined product prices, it is the spread between crude oil and refined product prices, and not necessarily fluctuations in those prices, which affects our earnings.

In order to measure our operating performance, we compare our per barrel refinery operating margins to certain industry benchmarks. We compare our refinery’s per barrel operating margin to the Gulf Coast 2/1/1 crack spread. The Gulf Coast 2/1/1 crack spread is calculated assuming that two barrels of LLS crude oil are converted into one barrel of Gulf Coast conventional gasoline and one barrel of Gulf Coast high sulfur diesel.

Our refinery has the capability to process substantial volumes of low-sulfur, or sweet, crude oils to produce a high percentage of light, high-value refined products. Sweet crude oil typically comprises 100% of our refinery’s crude oil input. This input is primarily comprised of LLS crude oil and WTI crude oil. We measure the cost of refining LLS crude oil by calculating the difference between the average value of LLS crude oil and the average value of WTI crude oil. A narrowing of this spread can favorably influence the refinery operating margins.

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

Our results of operations are also significantly affected by our refinery’s operating costs, particularly the cost of natural gas used for fuel and the cost of electricity. Natural gas prices have historically been volatile. Typically, electricity prices fluctuate with natural gas prices.

Factors Affecting Comparability

Our financial condition and operating results over the nine months endedSeptember 30, 2013 and 2012, have been influenced by the following factors which are fundamental to understanding comparisons of our period-to-period financial performance.

Maintenance and Reduced Crude Oil Throughput

During the nine months ended September 30, 2013, our refinery was impacted by the unplanned shut down and repair of the reformer unit for approximately one month.

Certain Derivative Impacts

Included in (gains) losses on commodity swaps in the statements of operations for the three and nine months ended September 30, 2013, are total gains of $11.3 million and $21.3 million, respectively, compared to total losses of $38.9 million and $91.8 million for the three and nine months ended September 30, 2012, respectively.

Included in other income (loss), net in the statements of operations, are losses on heating oil call option crack spread contracts of $7.3 million for the nine months endedSeptember 30, 2012.

14

ALON REFINING KROTZ SPRINGS, INC.

Summary Financial Tables. The following tables provide summary financial data and selected key operating statistics for the three and nine months ended September 30, 2013 and 2012. The following data should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Form 10-Q. All information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is unaudited.

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
	(dollars in thousands, except per barrel data and pricing statistics)
STATEMENTS OF OPERATIONS DATA:
Net sales	$	734,883		$	770,723		$	1,935,959		$	2,147,904
Operating costs and expenses:
Cost of sales	727,087			698,912			1,848,497			2,010,493
(Gains) losses on commodity swaps	(11,339		)	38,856			(21,333		)	91,768
Direct operating expenses	24,841			23,930			72,871			70,192
Selling, general and administrative expenses	1,993			1,915			6,448			5,741
Depreciation and amortization	6,855			5,968			19,328			17,886
Total operating costs and expenses	749,437			769,581			1,925,811			2,196,080
Loss on disposition of assets	—			(2,524		)	—			(2,524		)
Operating income (loss)	(14,554		)	(1,382		)	10,148			(50,700		)
Interest expense	(13,451		)	(11,415		)	(33,291		)	(34,040		)
Other income (loss), net (1)	1			1			9			(7,291		)
Loss before income tax benefit	(28,004		)	(12,796		)	(23,134		)	(92,031		)
Income tax benefit	—			—			—			—
Net loss	$	(28,004	)	$	(12,796	)	$	(23,134	)	$	(92,031	)
KEY OPERATING STATISTICS:
Per barrel of throughput:
Refinery operating margin (2)	$	1.23		$	11.28		$	5.16		$	7.55
Refinery direct operating expense (3)	3.91			3.76			4.30			3.86
Capital expenditures	$	1,914		$	6,075		$	9,028		$	11,998
Capital expenditures for turnaround and chemical catalyst	14			162			2,942			925
PRICING STATISTICS:
Crack spreads (2/1/1) (per barrel):
Gulf Coast high sulfur diesel	$	6.58		$	15.91		$	6.30		$	12.05
WTI crude oil (per barrel)	$	105.82		$	92.09		$	98.14		$	96.17
LLS crude oil (per barrel)	108.07			102.54			109.61			111.81
Crude oil differentials (per barrel):
LLS less WTI	$	6.60		$	15.02		$	13.91		$	15.25
Product price (dollars per gallon):
Gulf Coast unleaded gasoline	$	2.78		$	2.89		$	2.77		$	2.89
Gulf Coast high sulfur diesel	2.89			2.97			2.87			2.99
Natural gas (per MMBtu)	3.56			2.89			3.69			2.58

15

THROUGHPUT AND PRODUCTION DATA:	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
	bpd	%		bpd	%		bpd	%		bpd	%
Refinery throughput:
WTI Crude	32,801	47.5		23,159	33.5		29,677	47.8		16,640	25.1
Gulf Coast sweet crude	34,639	50.1		45,925	66.3		30,805	49.5		49,381	74.3
Blendstocks	1,629	2.4		141	0.2		1,661	2.7		392	0.6
Total refinery throughput (4)	69,069	100.0		69,225	100.0		62,143	100.0		66,413	100.0
Refinery production:
Gasoline	32,402	46.1		28,693	41.1		27,363	43.2		27,170	40.5
Diesel/jet	29,449	41.8		28,184	40.2		25,392	40.0		28,056	41.8
Heavy Oils	1,293	1.8		2,554	3.6		1,194	1.9		2,737	4.1
Other	7,282	10.3		10,605	15.1		9,454	14.9		9,162	13.6
Total refinery production (5)	70,426	100.0		70,036	100.0		63,403	100.0		67,125	100.0
Refinery utilization (6)		81.2	%		83.1	%		74.8	%		79.4	%

(1) Other income (loss), net for the nine months ended September 30, 2012 is substantially the loss on heating oil call option crack spread contracts.

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

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

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

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

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

16

Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Net Sales. Net sales for the three months ended September 30, 2013, were $734.9 million, compared to $770.7 million for the three months ended September 30, 2012, a decrease of $35.8 million. The decrease was primarily due to lower refined product prices in the three months ended September 30, 2013 compared to the same period last year. The average per gallon price of Gulf Coast gasoline for the three months ended September 30, 2013, decreased $0.11, or 3.8%, to $2.78, compared to $2.89 for the three months ended September 30, 2012. The average per gallon price for Gulf Coast high sulfur diesel for the three months ended September 30, 2013, decreased $0.08, or 2.7%, to $2.89, compared to $2.97 for the three months ended September 30, 2012.

Cost of Sales. Cost of sales for the three months ended September 30, 2013, were $727.1 million, compared to $698.9 million for the three months ended September 30, 2012, an increase of $28.2 million. This increase was primarily due to an increase in the cost of LLS crude oil and WTI crude oil. The average price per barrel of LLS for the three months ended September 30, 2013, increased $5.53 per barrel, or 5.4%, to an average of $108.07 per barrel, compared to an average of $102.54 per barrel for the three months ended September 30, 2012. The average price per barrel of WTI for the three months ended September 30, 2013 increased $13.73 per barrel to an average of $105.82 per barrel, or 14.9%, compared to an average of $92.09 per barrel for the three months ended September 30, 2012.

Direct Operating Expenses. Direct operating expenses were $24.8 million for the three months ended September 30, 2013, compared to $23.9 million for the three months ended September 30, 2012, an increase of $0.9 million, or 3.8%. This increase was primarily due to higher utilities costs and catalyst expenditures.

Operating Loss. Operating loss for the three months ended September 30, 2013, was $14.6 million, compared to $1.4 million for the three months ended September 30, 2012, an increase in loss of $13.2 million. This increase in loss was primarily due to lower refinery operating margin, partially offset by gains on commodity swaps of $11.3 million for the three months ended September 30, 2013 compared to losses on commodity swaps of $38.9 million for the three months ended September 30, 2012.

The refinery operating margin for the three months ended September 30, 2013 was $1.23 per barrel compared to $11.28 per barrel for the same period last year. This decrease was primarily due to lower Gulf Coast 2/1/1 crack spreads, partially offset by increased utilization of lower cost WTI priced crudes during the three months ended September 30, 2013. The average Gulf Coast 2/1/1 high sulfur diesel crack spread for the three months ended September 30, 2013 was $6.58 per barrel compared to $15.91 per barrel for the three months ended September 30, 2012. We increased our utilization of WTI priced crudes from 33.5% of total throughput for the three months ended September 30, 2012 to 47.5% for the three months ended September 30, 2013. Negatively impacting this higher utilization of WTI priced crudes was the reduction of the LLS to WTI spread from $15.02 per barrel for the three months ended September 30, 2012 to $6.60 per barrel for the three months ended September 30, 2013. Additionally, operating loss and refinery operating margin were impacted by approximately $1.5 million of costs related to environmental compliance obligations for the three months ended September 30, 2013.

Interest Expense. Interest expense was $13.5 million for the three months ended September 30, 2013, compared to $11.4 million for the three months ended September 30, 2012, an increase of $2.1 million, or 18.4%. This increase was primarily due to higher financing charges associated with crude oil purchases.

Net Loss. Net loss was $28.0 million for the three months ended September 30, 2013, compared to $12.8 million for the three months ended September 30, 2012, an increase in loss of $15.2 million, or 118.8%. This increase was attributable to the factors discussed above.

Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012

Net Sales. Net sales for the nine months ended September 30, 2013 were $1,936.0 million, compared to $2,147.9 million for the nine months ended September 30, 2012, a decrease of $211.9 million. This decrease was due to reduced refinery throughput as well as lower refined product prices in the nine months ended September 30, 2013 compared to the same period last year. Refinery throughput for the nine months ended September 30, 2013 was 62,143 barrels per day, compared to 66,413 barrels per day for the nine months ended September 30, 2012. Our refinery throughput for the nine months ended September 30, 2013 was impacted by the unplanned shut down and repair of the reformer unit for approximately one month during the nine months ended September 30, 2013. The average per gallon price of Gulf Coast gasoline for the nine months ended September 30, 2013 decreased $0.12, or 4.2%, to $2.77, compared to $2.89 for the nine months ended September 30, 2012. The average per gallon price for Gulf Coast high sulfur diesel for the nine months ended September 30, 2013 decreased $0.12, or 4.0%, to $2.87, compared to $2.99 for the nine months ended September 30, 2012.

Cost of Sales. Cost of sales for the nine months ended September 30, 2013 were $1,848.5 million, compared to $2,010.5 million for the nine months ended September 30, 2012, a decrease of $162.0 million. This decrease was primarily due to

17

reduced refinery throughput and lower LLS crude oil prices, partially offset by higher WTI crude oil prices. The average price per barrel of LLS for the nine months ended September 30, 2013, decreased $2.20 per barrel, or 2.0% to an average of $109.61 per barrel, compared to an average of $111.81 per barrel for the nine months ended September 30, 2012. The average price per barrel of WTI for the nine months ended September 30, 2013 increased $1.97 per barrel to an average of $98.14 per barrel, or 2.0%, compared to an average of $96.17 per barrel for the nine months ended September 30, 2012.

Direct Operating Expenses. Direct operating expenses were $72.9 million for the nine months ended September 30, 2013, compared to $70.2 million for the nine months ended September 30, 2012, an increase of $2.7 million, or 3.8%. This increase was primarily due to higher natural gas costs.

Operating Income (Loss). Operating income for the nine months ended September 30, 2013 was $10.1 million, compared to an operating loss of $50.7 million for the nine months ended September 30, 2012, an increase of $60.8 million. This increase was primarily due to gains on commodity swaps of $21.3 million for the nine months ended September 30, 2013 compared to losses on commodity swaps of $91.8 million for the nine months ended September 30, 2012, partially offset by lower refinery operating margin.

The refinery operating margin for the nine months ended September 30, 2013 was $5.16 per barrel compared to $7.55 per barrel for the same period last year. This decrease was primarily due to lower Gulf Coast 2/1/1 high sulfur diesel crack spreads, partially offset by increased utilization of lower cost WTI priced crudes during the nine months ended September 30, 2013. The average Gulf Coast 2/1/1 high sulfur diesel crack spread for the nine months ended September 30, 2013 was $6.30 per barrel, compared to $12.05 per barrel for the nine months ended September 30, 2012. We increased our utilization of WTI priced crudes from 25.1% of total throughput for the nine months ended September 30, 2012 to 47.8% for the nine months ended September 30, 2013. Negatively impacting this higher utilization of WTI priced crudes was the reduction of the LLS to WTI spread from $15.25 per barrel for the nine months ended September 30, 2012 to $13.91 per barrel for the nine months ended September 30, 2013. Additionally, operating income and refinery operating margin were impacted by approximately $3.2 million of costs related to environmental compliance obligations for the nine months ended September 30, 2013.

Interest Expense. Interest expense was $33.3 million for the nine months ended September 30, 2013, compared to $34.0 million for the nine months ended September 30, 2012, a decrease of $0.7 million, or 2.1%.

Other Income (Loss), Net. Other income (loss), net for the nine months ended September 30, 2012 was substantially the loss on heating oil call option crack spread contracts.

Net Loss. Net loss was $23.1 million for the nine months ended September 30, 2013, compared to $92.0 million for the nine months ended September 30, 2012, a decrease in loss of $68.9 million. This decrease was attributable to the factors discussed above.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from our operating activities, inventory supply and offtake arrangement, credit lines and additional funding from Alon USA. Accounts payable to Alon USA and its subsidiaries of $313.5 million at September 30, 2013, while due on demand, are expected to be paid as funds are available. Future operating results will depend on market factors, primarily the difference between the prices we receive from customers for produced products compared to the prices we pay to suppliers for crude oil. We plan to continue to operate the refinery at current or higher utilization rates as long as the refinery is able to generate cash operating margin. Management believes its current liquidity from the above described sources is adequate to operate the refinery.

New Accounting Standards and Disclosures

New accounting standards, if any, are disclosed in Note (1) Basis of Presentation included in the financial statements included in Item 1 of this report.

18

Forward-Looking Statements

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

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

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

• changes in general economic conditions and capital markets;

• changes in the underlying demand for our products;

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

• changes in the spread between West Texas Intermediate ("WTI") crude oil and Light Louisiana Sweet ("LLS") crude oil;

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

• actions of customers and competitors;

• termination of our Supply and Offtake Agreement with J. Aron & Company (“J. Aron”), under which J. Aron is our largest supplier of crude oil and our largest customer of refined products. Additionally, we are obligated to repurchase all consigned inventories and certain other inventories upon termination of the Supply and Offtake Agreement;

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

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

• the execution of planned capital projects;

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

• the effects of and cost of compliance with the Renewable Fuel Standard, including the availability, cost and price volatility of Renewable Identification Numbers;

• 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 such as flooding, casualty losses and other matters beyond our control;

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

• the other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2012 under the caption “Risk Factors.”

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

19

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted under the reduced disclosure format permitted by General Instruction H(2)(c) of Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

(1) Evaluation of disclosure controls and procedures.

Our management has evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms including, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

(2) Changes in internal control over financial reporting.

There has been no change in our internal control over financial reporting (as described in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit
Number	Description of Exhibit
10.1	Second Amendment to Credit Agreement, dated as of July 31, 2013, to the Credit Agreement, dated May 28, 2010, by and between Alon Refining Krotz Springs, Inc., and Goldman Sachs Bank USA, as Issuing Bank (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on August 9, 2013, SEC File No. 001-32567).
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	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Alon Refining Krotz Springs, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Income, (iv) Statements of Cash Flows and (v) Notes to Financial Statements.

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SIGNATURES

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

		Alon Refining Krotz Springs, Inc.
Date:	November 13, 2013	By:	/s/ David Wiessman
			David Wiessman
			Executive Chairman
Date:	November 13, 2013	By:	/s/ Paul Eisman
			Paul Eisman
			Chief Executive Officer
Date:	November 13, 2013	By:	/s/ Shai Even
			Shai Even
			Chief Financial Officer

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EXHIBITS

Exhibit
Number	Description of Exhibit
10.1	Second Amendment to Credit Agreement, dated as of July 31, 2013, to the Credit Agreement, dated May 28, 2010, by and between Alon Refining Krotz Springs, Inc., and Goldman Sachs Bank USA, as Issuing Bank (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on August 9, 2013, SEC File No. 001-32567).
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	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Alon Refining Krotz Springs, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Income, (iv) Statements of Cash Flows and (v) Notes to Financial Statements.

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