EISATable and EPAct designated a tax credit of $1.00 per gallon for the production of renewable diesel and $0.50 per gallon alternative fuels mixture credit (AFMC) for the production of qualified alternative fuels, of which Dynamic Fuels’ renewable naphtha qualifies. These tax credits are generated upon mixture with allowed motor vehicle fuels such as petroleum diesel and gasoline. Prior to receiving EPA Part 79 registration on August 16, 2012, Dynamic Fuels’ renewable naphtha was not eligible to generate the $.50 per gallon AFMC. These tax credits are typically renewed at the end of each year in what is known as “tax extenders bills”. These tax credits expired on December 31, 2009 and were not renewed until November 2010, retroactively for 2010 and extended through December 31, 2011. These tax credits again expired unrenewed on December 31, 2011. On January 3, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which reinstated the credits for 2013 and retroactively reinstated the credits for 2012. Dynamic Fuels or its owners will receive a combined total of approximately $23 million for 2012 production from the $1 tax credit and will receive the alternative fuels mixture credit of $0.50 per gallon for a portion of the renewable naphtha also produced during 2012. Contents

ProvideTable Engineering Services. We continue to provide support to our licensees and prospective licensees through engineering services. Engineering services consist of design engineering, project management, application engineering and site support. Contents

VegetableTable Oils. Soybean oil is the most commonly used feedstock in the U.S., and the most commonly used feedstock in traditional biodiesel refining processes. Approximately 18.6 billion pounds of soybean oil were produced in the U.S. during the 2011 crop year according to the U.S. Department of Agriculture. Corn oil extraction technology has been installed on an estimated 40% of all ethanol plants as of March 31, 2012 and is estimated to increase to 70% to 80% of all ethanol plants by the end of 2012. According to The Jacobsen, as of December 31, 2012 inedible corn oil production was nearly 5 million pounds per day, or nearly 1.8 billion pounds per year, which equates to approximately 230 million gallons. Contents

InTable May 2012, Neste Oil Oyj sued Syntroleum for alleged infringement of Neste’s U.S. Patent No. 8,187,344. On January 31, 2013, the United States District Court for the District of Delaware granted Syntroleum’s motion to stay Neste’s lawsuit pending reexamination of the ’344 patent by the U.S. Patent & Trademark Office (USPTO). Previously, the USPTO had granted Syntroleum’s inter partes reexamination request and issued a September 14, 2012 Office Action initially rejecting all claims of the ’344 patent as obvious in view of the prior art. The ’344 patent is related to and shares the same inventors as a prior Neste patent (U.S. Patent No. 7,279,018), and both are directed to a fuel composition for diesel engines. The USPTO’s recent Order is consistent with a prior finding on March 22, 2012 by the USPTO’s Board of Patent Appeals and Interferences affirming the Examiner’s rejection of the ’018 patent’s claims. Neste declined to appeal that ruling and on July 31, 2012, the USPTO issued a Reexamination Certificate canceling all claims of the ’018 patent. The reexamination proceedings involving the ’344 patent remain pending. Contents

WeTable areof subject to specific government legislation under EPAct and RFS2, as previously discussed. Contents

RisksTable Relatingof to Our Technology Contents

•Table excessive production of gaseous or light hydrocarbons compared to design basis, which would lower the amount of desirable hydrocarbons produced, and reduce revenues and margins;Contents

OurTable indemnificationof obligations could result in substantial expenses and liabilities to us if intellectual property rights claims were to be made against us or our licensees, or if plants based on our Technology were to fail to operate as designed. Generally our license agreements require us to indemnify the licensee, sometimes subject to certain limitations against specified losses relating to, among other things: Contents

WeTable expect that we may need to raise additional capital to accomplish our business plan over the next several years through debt or equity financing, joint ventures, license agreements, sale of assets, as well as various other financing arrangements. If we obtain additional funds by issuing equity securities, dilution to stockholders may occur. In addition, preferred stock could be issued without stockholder approval and the terms could include dividend, liquidation, conversion, voting and other rights more favorable than the rights of the holders of our common stock. There can be no assurance as to the availability or terms upon which such financing and capital might be available. Contents

WeTable need to remain listed on the NASDAQ stock market to be able to access adequate funding from time to time. We could face de-listing issues that would impair the liquidity of our stock and our availability to access the capital markets. Contents

•Table supply of crude oil, natural gas, coal, biomass fats, greases and oils;Contents

•Table introduction or enhancement of FT and renewable fuels technologies by us and our competitors;Contents

WeTable lease a corporate facility in Tulsa, Oklahoma. The lease expires in 2014 with an option to renew and provides for payments of approximately $89,800 annually, with escalation amounts occurring in 2013. Contents

WeTable are required to maintain standards for listing of our common stock on the NASDAQ Stock Market and we cannot assure you that we will be able to do so. Contents

OurTable focus is the commercialization of our Technologies to produce synthetic liquid hydrocarbons. Operations to date have consisted of activities related to the commercialization of our renewable fuels technology and previously consisted of research and development designed to convert carbonaceous material (biomass, coal, natural gas and petroleum coke) into synthetic liquid hydrocarbons including such products as diesel, jet fuel (HRJ), kerosene, naphtha, and propane. Contents

CommercialTable andof Licensee Projects Contents

Note: Table doesof not include the $1 per gallon tax credit which was retroactively reinstated in January 2013. Approximately $6.7 million will be included as income during 2013.Contents

TechnicalTable Services Revenue. Revenues from engineering services continued work on the engineering design and project management of Dynamic Fuels were $7,137,000, $2,693,000 and $4,810,000 for the years ended December 31, 2012, 2011 and 2010, respectively. During 2012, $3.7 million in technical service revenue from Dynamic Fuels was recognized that had been previously unrecognized. We expect to continue to earn revenues for engineering services to clients on an individual contract basis in 2013. Contents

LossTable in Equity of Dynamic Fuels, LLC. Our 50% share of Dynamic Fuels’ loss for its year ended September 30, 2012 relates to plant operations with limited production, approximately 49% of plant design, and additional expenses for materials and labor to address feedstock pre-treatment issues and improve mechanical reliability. Loss from our investment in Dynamic was $4,275,000 and $10,012,000 for the quarter and twelve months ended September 30, 2012, respectively. This compares to a loss of $1,594,000 and $13,880,000 for the same periods in 2011 and a loss of $2,783,000 and $5,628,000 for the same periods in 2010. The plant was under construction most of 2010. Dynamic Fuels’ revenues were approximately $167,000,000 with operating expenditures of approximately $181,000,000 and other expense of $2,100,000 for the twelve months ended September 30, 2012. We report our 50% share of Dynamic Fuels results of operations on a three month lag basis. The retroactive reinstatement of the $1.00 Blenders Tax Credit for 2012 diesel production is estimated to result in a net payment to Dynamic Fuels of approximately $6.7 million. We expect to recognize our share of the tax credit in the first quarter of 2013. Contents

19Table of Contents

PursuantTable to two registration rights agreements, we have granted Tyson demand and piggyback registration rights with respect to the shares of common stock issuable pursuant to the warrants. Contents

Non-EmployeeTable Stock-Basedof Compensation. We also grant stock-based incentives to certain non-employees. These stock based incentives are accounted for in accordance with FASB ASC Topic 505 Equity-Based Payments to Non-Employees. Stock awards that are tied to performance criteria are expensed at the time the performance goals are met. Contents

Item 9A.Table Controlsof and Procedures Contents

/s/Table HOGANTAYLORof LLP Contents

PARTTable IIIof Contents

25Table of Contents

UnderTable the 2005 Stock Incentive Plan, non-employee directors are eligible to receive grants of options to purchase shares of our common stock or awards of common stock or restricted stock. On January 1 of each year, non-employee directors received annual grants of a number of shares of our common stock determined by dividing $50,000 by the closing price of our common stock on the last trading day of the previous year. We granted 52,083 shares to each of our directors on January 1, 2012 at a grant date stock price of $0.96 and expect to continue the annual grant of common stock to non-employee directors as part of their compensation for service on the board. Mr. Robert B. Rosene, Jr., Chairman of the board received an additional grant of 104,167 shares of common stock at a grant date price of $0.96 in recognition of his additional services as Chairman of the board. Contents

EachTable other member of the Audit Committee believes that he also meets the requirements for being considered an “Audit Committee financial expert” under applicable rules and regulations. Contents

28Table of Contents

29Table of Contents

ComplianceTable withof Internal Revenue Code Section 162(m) Contents

2012Table Grants of Plan-Based Awards Contents

IfTable we terminate Mr. Roth’s employment for any reason other than as noted in (i) or (iii) above, Mr. Roth is entitled to receive an amount equal to 300% of his annual salary payable over 24 months. Potential payments upon termination for Mr. Roth in 2012 result in a severance pay of $900,000 for termination without good cause, before or after a change in control, death and disability. The employment agreement of Mrs. Power provides for severance equal to three months of her full base salary as in effect on the date of her termination of employment. Potential payments upon termination for Mrs. Power in 2012 result in severance pay of $48,125 and equity exercise of zero, based on the closing stock price on December 31, 2012 of $0.40 for termination without good cause before or after a change in control. Equity vesting and exercise is eligible for death and disability. Contents

JamesTable R.of Seward Contents

EquityTable Compensationof Plans Contents

(3)Table Includes up to 4,250,000 shares to be issued upon exercise of warrants issued to Tyson. The vesting of the warrants occurred on June 27, 2012 but remain unexercised as of December 31, 2012. The warrants have an exercise price of $2.87 per share. An additional 4,000,000 shares remain available to issue to Tyson upon Tyson remaining an equity partner and commercial operations of plants in the future.Contents

HoganTaylorTable LLP billed us fees in fiscal year 2012 and 2011 as set forth in the table below for (i) the audit of our annual financial statements, the audit of effectiveness of internal controls over financial reporting, the reviews of our quarterly financial statements and services related to certain SEC registration statements, (ii) assurance and related services that are reasonably related to the performance of the audit or review of financial statements not included in (i), (iii) professional services relating to tax compliance and preparation, tax advice and tax planning, and (iv) all other services rendered. Contents

AllTable schedules and other statements for which provision is made in the applicable regulations of the SEC have been omitted because they are not required under the relevant instructions or are inapplicable. Contents

**Table Filedof herewithContents

F-1 Table of Contents

(inTable thousands,of except per share data) Contents

(inTable thousands)of Contents

TheTable focus of Syntroleum Corporation and subsidiaries is the commercialization of our technologies to produce synthetic liquid hydrocarbons. Operations to date have consisted of activities related to the commercialization of a proprietary process (the “Syntroleum® Process”) and previously consisted of research and development of the Syntroleum® Process designed to convert carbonaceous material (biomass, coal, natural gas and petroleum coke) into synthetic liquid hydrocarbons. Synthetic hydrocarbons produced by the Syntroleum® Process can be further processed using the Syntroleum Synfining® Process into high quality liquid fuels, such as diesel, jet fuel (HRJ), kerosene, naphtha, propane and other renewable chemical products. Contents

TheTable majority of our accounts receivable is due from technical service agreements. These accounts are typically due within 30 days and are stated as amounts due from customers. Accounts outstanding longer than the contractual payment terms are considered past due. We write off accounts receivable when they become uncollectible. Management determines accounts to be uncollectible when we have used all reasonable means of collection and settlement. Management believes that all amounts included in accounts receivable at December 31, 2012 and 2011 will be collected and therefore no allowance for uncollectible accounts has been recorded. As of December 31, 2011, management has classified receivables from Dynamic Fuels as long term based on the expected timing of collectability. Contents

PropertyTable andof Equipment Contents

IncomeTable Taxesof Contents

WeTable follow FASB ASC Topic 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The standard requires that we record the discounted fair value of the retirement obligation as a liability at the time the plants are constructed. The asset retirement obligations consist primarily of costs associated with the future plant dismantlement of our pilot plant. As the pilot plant is directly related to research and development activities and has been expensed accordingly, no corresponding amount is capitalized as part of the related property’s carrying amount. The liability accretes over time with a charge to accretion expense. Based on a change in expected life of the pilot plant, no accretion expense was incurred in 2012 or 2011. See Footnote 3 for additional information. Contents

AccountingTable forof Guarantees Contents

EmployeeTable Stock-Based Compensation. We account for stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Based. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally three years) using the straight line method. Contents

TheTable table below includes information related to stock options, warrants and restricted stock that were outstanding at December 31 of each respective year, but have been excluded from the computation of weighted-average stock options due to (i) the option exercise price exceeding the twelve-month weighted-average market price of our common shares or (ii) their inclusion would have been anti-dilutive to our loss per share. Contents

NewTable Accountingof Pronouncements Contents

OnTable June 22, 2007, we entered into definitive agreements with Tyson to form Dynamic Fuels, to construct and operate facilities in the United States using our Bio-Synfining® Technology. Dynamic Fuels is organized and operated pursuant to the provisions of its Limited Liability Company Agreement between the Company and Tyson (the “LLC Agreement”). Other agreements entered into included a technology license agreement whereby we would provide for the transfer of our Bio-Synfining® Technology, provide technology support services to Dynamic Fuels, and receive payment of royalties for plant production. These agreements also included a sales agreement whereby Tyson would be paid a sourcing fee to procure feedstock. Contents

UpgradesTable to the feedstock pre-treatment area were installed during 2012. After completion of the maintenance turnaround on December 10, 2012 the plant was placed in standby mode as Dynamic Fuels monitored economic conditions to determine the appropriate time to resume production. The economic outlook improved when, on January 3, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which reinstated tax credits of $1.00 per gallon for the production of renewable diesel and $.50 per gallon for the production of qualified alternative fuels. The Act applies to 2013 production, but also retroactively reinstates the credits for 2012. Dynamic Fuels or its owners will receive approximately $23 million for 2012 production of diesel plus $.50 per gallon for a portion of the renewable naphtha produced during 2012. Contents

F-10 Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2012~~2013.

¨	TRANSITION REPORTING PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NO. 001-34490

SYNTROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

73-1565725

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5416 S. Yale Suite 400

Tulsa, Oklahoma 74135

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (918) 592-7900

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

Warrants to Purchase Common Stock, par value $.01 per share

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share and

and

Preferred Share Purchase Rights

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

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

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 x No ¨

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

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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

At June 2928, ~~2012~~2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5859,~~204~~055,000 based on the closing price of such stock on such date of $06.6890 per share (assuming solely for this purpose that all of the registrant’s directors, executive officers and 10 percent stockholders are its affiliates).

At ~~March~~February 128, ~~2013~~2014, the number of outstanding shares of the registrant’s common stock was 999,~~238~~959,~~146~~955.

TABLE OF CONTENTS

		Page
Part I	~~Part I~~
Item 1.	Business		2
Item 1A.	Risk Factors		68
Item 1B.	Unresolved Staff Comments		1218
Item 2.	Properties		1218
Item 3.	Legal Proceedings		1218
Item 4.	Mine Safety Disclosures		1218
Part II	~~Part II~~
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		1319
Item 6.	Selected Financial Data		1521
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		1521
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		2230
Item 8.	Financial Statements and Supplementary Data		2330
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		2330
Item 9A.	Controls and Procedures		2330
Item 9B.	Other Information		2432
Part III	~~Part III~~
Item 10.	Directors, Executive Officers and Corporate Governance		2533
Item 11.	Executive Compensation		2837
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		3445
Item 13.	Certain Relationships and Related Transactions, and Director Independence		3547
Item 14.	Principal Accountant Fees and Services		3648
Part IV	~~Part IV~~
Item 15.	Exhibits and Financial Statement Schedules		3750

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as well as historical facts. These forward-looking statements include statements relating to the Fischer-Tropsch (“FT”) process, Syntroleum^® Process, Synfining^® Process, and related technologies including, gas-to-liquids (“GTL”), coal-to-liquids (“CTL”) and biomass-to-liquids (“BTL”), our renewable fuels Bio-Synfining^® Technology (hereinafter “Technologies”), plants based on these Technologies, anticipated cost and schedule to design, construct and operate plants, expected production of fuel, obtaining required financing for these plants and other activities, the value and markets for products, testing, certification, characteristics and use of plant products, the continued development of our Technologies, use of proceeds from our equity offerings, anticipated revenues, availability of catalyst, our support of and relationship with our licensees, and any other forward-looking statements including future growth, cash needs, capital availability, operations, business plans and financial results. When used in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these kinds of statements involve risks and uncertainties. Actual results may not be consistent with these forward-looking statements. Syntroleum undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Important factors that could cause actual results to differ from these forward-looking statements are described under “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

As used in this Annual Report on Form 10-K, the terms “Syntroleum,” “we,” “our” or “us” mean Syntroleum Corporation, a Delaware corporation, and its predecessors and subsidiaries, unless the context indicates otherwise.

PART I

Item 1. Business

Overview

Syntroleum Corporation (the “Company”, or “Syntroleum” or “our”) began business as GTG, Inc. on November 15, 1984. On August 7, 1998 Syntroleum merged into SLH Company and became the surviving entity. The Company was later re-incorporated in Delaware on June 17, 1999. ~~The focus of the Company and subsidiaries is the commercialization of our Technologies to produce synthetic liquid hydrocarbons.~~

~~The~~Syntroleum ~~Technologies~~is ~~consist~~engaged in the commercialization of its proprietary solutions to produce synthetic liquid hydrocarbons. Syntroleum owns the Syntroleum® process for Fischer-Tropsch (“FT”) ~~technology~~conversion toof ~~convert~~synthesis ~~syngas~~gas tointo FTliquid ~~wax~~hydrocarbons, ~~and~~the ~~hydroprocessing~~Synfining® ~~technology.~~process ~~Our~~for ~~hydro-processing~~upgrading ~~technology~~FT ~~can~~liquid behydrocarbons ~~utilized~~into ~~either~~refined ~~for~~petroleum ~~conversion of~~products, FTthe ~~wax (~~Bio-Synfining®) ortechnology ~~fats~~for ~~oils~~converting ~~and greases~~renewable ~~(Bio-Synfining®)~~feedstocks into ~~naphtha,~~drop-in ~~diesel~~fuels and ~~liquefied~~a ~~petroleum~~50% ~~gases~~interest ~~(LPG).~~in WeDynamic ~~are~~Fuels, ~~currently~~LLC ~~commercializing our FT coal-to-liquids or~~ (“~~CTL~~Dynamic Fuels”), ~~technology~~which ~~via~~owns ~~China~~the ~~Petroleum~~75 million ~~and~~gallon ~~Chemical~~per ~~Corporation~~year Geismar, Louisiana renewable fuels plant (the “~~Sinopec~~Geismar Facility”) ~~and~~using ~~our~~ Bio-Synfining® technology ~~through the Dynamic Fuels, LLC joint venture~~.

~~Bio-Synfining®~~The ~~Projects—~~Company’s revenue is derived from significant customers. Three customers, Dynamic Fuels, Sasol Technology (Pty) Ltd. (“Sasol”) and Sasol (USA) Corporation (“Sasol USA”), made up 97% of revenue in 2013, with Dynamic Fuels and Sasol making up 97% of revenue in 2012, and 99% of revenue in 2011.

OnAsset ~~June 22,~~Purchase ~~2007,~~Agreement ~~we entered into definitive agreements~~ with Tyson Foods, Inc. (“Tyson”) to form a joint venture, Dynamic Fuels, LLC, a Delaware limited liability company (“Dynamic Fuels”), to construct and operate facilities in the United States using our Bio-Synfining® technology. The first facility began commercial operations in November 2010. The facility produces renewable diesel fuel that meets ASTM D975 standards, the same standards as conventional petroleum diesel. Renewable ~~diesel~~Energy ~~fuel~~Group can be used in existing infrastructure and engines and be blended with petroleum diesel. We can also produce ASTM D7566, commercial jet fuel, as well as HRJ-5, military jet fuel. Dynamic Fuels has sold ASTM D7566 and HRJ-5 for commercial and military aviation. The plant also produces naphtha and propane.

InOn ~~2012~~December 17, ~~Dynamic~~2013, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Renewable Energy Group, Inc. (“REG”) and REG Synthetic Fuels, ~~delivered~~LLC, ~~450~~a wholly-owned subsidiary of REG (“REG Synthetic”),~~000~~ ~~gallons~~pursuant to which we have agreed to sell substantially all of ~~renewable~~our ~~fuels~~assets to REG Synthetic, including all of our intellectual property and our 50% equity interest in Dynamic Fuels (the U“Asset Sale”).S. ~~Navy~~As ~~which~~consideration ~~included~~for ~~100~~the Asset Sale,~~000~~ ~~gallons~~REG will assume substantially all of ~~jet~~our ~~fuel,~~material ~~HRJ-5~~ liabilities and ~~350~~we will receive 3,796,000 ~~gallons~~shares of ~~marine~~REG ~~distillate~~common ~~fuel.~~stock, ~~The~~subject ~~fuel~~to downward ~~was~~adjustment ~~used~~(based inon ~~demonstration~~the ~~testing~~value inof REG common stock at closing, as calculated under the ~~Navy~~Asset Purchase Agreement) to the extent that our cash on hand at closing is less than $3.2 million; provided, that, if the per share value of REG’s common ~~efforts~~stock at closing (as calculated under the Asset Purchase Agreement) is equal to ~~develop~~or agreater ~~“Green~~than ~~Strike~~$12.91, ~~Group”~~then ~~composed~~the number of ~~vessels~~shares ~~and~~of ~~ships~~REG ~~powered~~common stock will be equal to (A) $49,000,000, divided by ~~biofuel~~(B) the REG common stock value at closing (as calculated under the Asset Purchase Agreement). ~~This~~The ~~represents~~closing of the ~~single~~transactions ~~largest purchase~~contemplated by the Asset Purchase Agreement is conditioned upon the approval of ~~biofuel~~our stockholders and other specified closing conditions. REG has filed a Registration Statement on Form S-4 in ~~government~~connection ~~history,~~with asthe ~~reported~~transactions contemplated by the ~~Navy~~Asset Purchase Agreement, which includes our proxy statement for a special meeting of stockholders to be held in order to approve the transactions. If our stockholders approve the transaction and ~~USDA~~the other closing conditions are satisfied or waived, it is expected that the Asset Sale will close in the second quarter of 2014.

~~The~~Following ~~renewable~~the ~~fuels~~closing ~~industry~~of ~~benefits~~the ~~from economic~~Asset ~~incentives~~Sale toand ~~produce~~subject ~~biomass~~to ~~based diesel. The American Jobs Creation Act of 2004,~~ the ~~Energy~~approval ~~Policy Act~~ of ~~2005,~~our ~~or EPAct~~stockholders, ~~and~~we ~~the~~intend ~~Energy~~to ~~Independence~~liquidate and ~~Security~~dissolve ~~Act~~in ofcompliance with ~~2007, or EISA, are~~ the ~~primary~~applicable ~~pieces~~provisions of ~~federal~~the ~~legislation~~Delaware ~~that have~~General ~~established~~Corporation Law (the ~~groundwork~~“Liquidation ~~for~~and ~~renewable fuels market development~~Dissolution”).

InBio-Synfining® Projects—Dynamic ~~August~~Fuels 2005, the EPAct established a Renewable Fuel Standard program, or RFS, requiring a specific amount of renewable fuel to be used in motor vehicle fuel nationwide. This requirement has been delegated to refiners and importers in the 48 contiguous states. Beginning in 2008, EISA amended the EPAct to increase the number of gallons of renewable fuel required to be used in motor vehicle fuel nationwide.

On ~~July~~ June 122, ~~2010~~2007, anwe ~~updated~~entered ~~Renewable~~into definitive ~~Fuel~~agreements ~~Standard~~with ~~program~~Tyson Foods, orInc. ~~RFS2,~~(“Tyson”) ~~was~~to ~~implemented.~~form ~~RFS2~~a ~~requires~~joint ~~certain~~venture, ~~volume~~Dynamic ~~minimums~~Fuels, ~~for~~to ~~the~~construct ~~amount~~and ofoperate ~~biomass-based~~facilities ~~diesel~~in ~~that~~the ~~must~~United beStates ~~utilized~~using ~~each~~our ~~year~~Bio-Synfining® technology. ~~Under~~The ~~the~~first ~~program~~plant, ~~obligated~~the ~~parties,~~Geismar ~~including petroleum refiners and fuel importers~~Facility, ~~must~~began ~~show~~commercial ~~compliance~~operations ~~with~~in ~~these~~November ~~standards~~2010. ~~Currently,~~The ~~Dynamic~~Geismar ~~Fuels’~~Facility produces renewable diesel fuel that meets ~~two~~ASTM ~~categories~~D975 ofstandards, anthe ~~obligated~~same ~~party’s~~standards ~~required~~as ~~volume~~conventional ~~obligation—biomass-based~~petroleum diesel. Renewable diesel fuel can be used in existing infrastructure and ~~advanced biofuel.~~engines ~~Consistent~~and be blended with ~~the~~petroleum ~~RFS~~diesel. ~~program,~~It ~~the~~can ~~Environmental~~also ~~Protection~~produce ~~Agency~~ASTM D7566, orcommercial ~~EPA~~jet fuel, ~~announced~~as itwell ~~would~~as ~~require~~HRJ-5, ~~the~~military ~~domestic~~jet ~~use~~fuel. ofDynamic ~~800 million~~Fuels ~~gallons~~has ofsold ~~renewable~~ASTM orD7566 ~~biodiesel~~and inHRJ-5 ~~2011,~~for ~~one~~commercial and ~~billion~~military ~~gallons~~aviation. inThe ~~2012~~plant ~~and~~also ~~1.28~~produces ~~billion~~naphtha inand ~~2013~~propane.

~~Our~~2 renewable diesel fuel generates 1.7 D4 RIN’s per gallon. At December 31, 2012, D4 RIN prices were $0.64 per gallon. As of January 31, 2013, D4 RIN prices were $0.52 per gallon. During 2012, Dynamic Fuels received EPA Part 79, which allows its naphtha to be blended up to 10% in gasoline motor vehicle fuel and also registered the naphtha it produces with the EPA for D Code 5 RINs. D5 RINS were $0.55 at December 31, 2012 and were $0.49 on January 31, 2013. Dynamic Fuels can generate D Code 5 RINS for its naphtha if it is blended with gasoline and if the feedstock utilized does not include inedible corn oil produced by corn ethanol plants. While inedible corn oil is an approved feedstock for renewable diesel, it is not for renewable naphtha.

2In 2012, Dynamic Fuels delivered 450,000 gallons of renewable fuels to the U.S. Navy which included 100,000 gallons of jet fuel, HRJ-5 and 350,000 gallons of marine distillate fuel. The fuel was used in demonstration testing in the Navy’s efforts to develop a “Green Strike Group” composed of vessels and ships powered by biofuel. At that time, this represented the single largest purchase of biofuel in government history, as reported by the Navy and USDA.

~~Table~~The renewable fuels industry benefits from economic incentives to produce biomass based diesel. The American Jobs Creation Act of ~~Contents~~2004, the Energy Policy Act of 2005, or EPAct, and the Energy Independence and Security Act of 2007, or EISA, are the primary pieces of federal legislation that have established the groundwork for renewable fuels market development.

~~Dynamic~~In ~~Fuels~~August ~~began~~2005, ~~commercial~~the ~~operations~~EPAct inestablished ~~November~~a ofRenewable ~~2010.~~Fuel AsStandard ~~of September 30~~program, ~~2012,~~ ~~the~~or ~~plant~~RFS, ~~had~~requiring ~~sold~~a ~~63.0 million~~specific ~~gallons~~amount of renewable ~~products~~fuel ~~such~~to asbe ~~diesel,~~used ~~naphtha,~~in motor ~~and~~vehicle ~~LPG~~fuel nationwide. ~~Nameplate~~This ~~capacity~~requirement ~~for~~has ~~the~~been ~~plant~~delegated isto ~~75.0 million~~refiners ~~gallons~~and ~~per~~importers ~~year.~~in ~~During~~the ~~its~~48 ~~fiscal~~contiguous ~~year~~states. ~~ended~~Beginning ~~September 30,~~in ~~2012~~2008, ~~the~~EISA ~~plant produced~~amended ~~renewable~~the ~~products~~EPAct atto anincrease ~~average~~the ~~rate~~number of ~~49%~~gallons of ~~design~~renewable ~~capacity~~fuel ~~compared~~required to ~~35%~~be ~~during~~used ~~the~~in ~~fiscal~~motor vehicle ~~year~~fuel ~~ended September 30, 2011~~nationwide.

~~The~~On ~~plant~~July 1, ~~has~~2010, ~~experienced~~an ~~mechanical~~updated ~~issues~~Renewable Fuel Standard program, ~~hydrogen~~or ~~supply~~RFS2, ~~disruptions~~was implemented. RFS2 requires certain volume minimums for the amount of biomass-based diesel that must be utilized each year. Under the program, obligated parties, including petroleum refiners and ~~feedstock~~fuel ~~adulterants~~importers, ~~which~~must ~~have~~show ~~contributed~~compliance towith ~~plant~~these ~~down~~standards. ~~time~~Currently, ~~and~~Dynamic Fuels’ ~~higher~~renewable ~~than~~diesel ~~expected~~meets ~~operational~~two ~~costs~~categories of an obligated party’s required volume obligation—biomass-based diesel and advanced biofuel. ~~Upgrades~~Consistent towith the RFS program, the Environmental Protection Agency, or EPA, announced it ~~feedstock~~would ~~pre-treatment~~require ~~area~~the ~~were~~domestic ~~installed~~use ~~during~~of 800 million gallons of renewable or biodiesel in 2011, one billion gallons in 2012, 1.28 ~~The~~billion ~~quality~~in of2013 ~~the~~and ~~feedstock~~a ~~has~~proposed ~~not~~requirement ~~impacted~~of ~~the~~1.28 ~~quality~~billion in 2014. As of ~~the~~March 5, ~~finished~~2014, ~~product~~EPA ~~which~~had ~~has~~not inissued ~~all~~its final ~~cases~~rule ~~met~~with orrespect ~~exceeded~~to ~~ASTM~~the ~~standards~~proposed requirement for 2014.

~~After~~The ~~completion~~EPA ofcreated the ~~maintenance~~renewable ~~turnaround~~identification ~~on December 10~~number, ~~2012~~or ~~the~~RIN, ~~plant~~system ~~was placed in standby mode as Dynamic Fuels monitored~~to ~~economic~~track ~~conditions~~renewable tofuel ~~determine~~production ~~the~~and ~~appropriate~~compliance ~~time~~with toRFS2. ~~resume~~EPA ~~production.~~registered Asproducers of ~~the~~renewable ~~date~~fuel ~~these~~may ~~financial~~generate ~~statements~~RINs ~~were~~for ~~issued,~~each ~~the~~gallon ~~plant~~of ~~continues~~renewable tofuel bethey ~~in standby mode~~produce. ~~While~~Under ~~economic~~the ~~conditions~~RFS2 ~~have improved in 2013~~regulations, ~~Syntroleum~~renewable ~~and~~fuels ~~Tyson~~may ~~have not~~be ~~agreed~~sold onwith the ~~economic~~associated ~~conditions~~RINs attached ~~required~~or ~~for~~the ~~plant~~RINs ~~start-up. As start-up costs~~ may ~~require~~be ~~each~~separated offrom usthe torenewable ~~make~~fuels. ~~additional~~Once ~~loans to Dynamic Fuels~~separated, ~~receipt of~~ the ~~tax~~RINs ~~credits,~~may ~~sometime~~be ~~during~~sold ~~2013,~~as ~~may play~~ a ~~role~~separate ~~in start-up timing~~commodity.

~~Business~~Our renewable ~~Strategy~~diesel fuel generates 1.7 D4 RIN’s per gallon. At December 31, 2013 D4 RIN prices were $0.35 per gallon. As of February 28, 2014, D4 RIN prices were $0.55 per gallon. During 2012, Dynamic Fuels received EPA Part 79, which allows its naphtha to be blended up to 10% in gasoline motor vehicle fuel and also registered the naphtha it produces with the EPA for D Code 5 RINs. D5 RINS were $0.37 at December 31, 2013 and were $0.52 on February 28, 2014. Dynamic Fuels can generate D Code 5 RINS for its naphtha if it is blended with gasoline and if the feedstock utilized does not include inedible corn oil produced by corn ethanol plants. While inedible corn oil is an approved feedstock for renewable diesel, it is not for renewable naphtha.

~~Our objective~~EISA isand toEPAct bedesignated ~~the~~a ~~leading~~tax ~~independent~~credit ~~provider~~of $1.00 per gallon for the production of ~~Syntroleum~~renewable ~~technologies~~diesel and $0.50 per gallon alternative fuels mixture credit (AFMC) for the production of ~~synthetic~~qualified alternative fuels, of which Dynamic Fuels’ renewable naphtha qualifies. ~~Our~~These ~~business~~tax ~~strategy~~credits are generated upon mixture with allowed motor vehicle fuels such as petroleum diesel and gasoline. Prior to ~~achieve~~receiving ~~this~~EPA ~~objective~~Part ~~involves~~79 registration on August 16, 2012, Dynamic Fuels’ renewable naphtha was not eligible to generate the ~~following~~$.50 ~~key~~per ~~elements:~~gallon AFMC. These tax credits are typically renewed at the end of each year in what is known as “tax extenders bills”. These tax credits expired on December 31, 2009 and were not renewed until November 2010, retroactively for 2010 and extended through December 31, 2011. These tax credits again expired unrenewed on December 31, 2011. On January 3, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which reinstated the credits for 2013 and retroactively reinstated the credits for 2012. Each owner of Dynamic Fuels received approximately $10 million and Dynamic Fuels received a further $3.6 million for 2012 production, from the $1.00 tax credit and the alternative fuels mixture credit of $0.50 per gallon for a portion of the renewable naphtha also produced during 2012. As of March 5, 2014, Congress has not renewed these tax credits for 2014.

~~Focus~~Dynamic onFuels ~~Commercialization.~~began ~~The~~commercial operations ~~Dynamic~~in ~~Fuels~~November ~~facility~~of is2010. As of September 30, 2013, the ~~first~~plant had sold 66.9 million gallons of ~~what~~renewable weproducts ~~envision~~such toas bediesel, ~~several~~naphtha, ~~production~~and ~~facilities~~LPG. Nameplate capacity for the plant is 75 million gallons per year. During its ~~utilizing~~fiscal ~~our~~year ~~technologies~~ended inSeptember 30, 2013, the ~~business~~plant ~~model~~was in standby mode and had no production.

~~Transfer~~3 our Technologies. We executed a transfer of our technology to Sinopec in 2009. Sinopec has reconstructed our Catoosa Demonstration Facility (“CDF”) in China for further research and development. The demonstration plant is operating successfully in China.

~~Syntroleum~~The plant has experienced mechanical issues, hydrogen supply disruptions and feedstock, ~~Technologies~~impurities and adulterants, which have contributed to plant down time and higher than expected operational costs. Upgrades to the feedstock pre-treatment area were installed during 2012. The quality of the feedstock has not impacted the quality of the finished product, which has in all cases met or exceeded ASTM standards.

~~Our~~After ~~Technologies~~completion ~~produces~~of ~~synthetic~~the ~~liquid~~maintenance ~~hydrocarbons~~turnaround ~~that~~on December 10, ~~are~~2012 ~~compatible~~the ~~with~~plant ~~refined~~was ~~products~~placed ~~made~~in ~~from~~standby mode pending agreement by Syntroleum and Tyson as to the appropriate conditions under which to resume production. As of the date of this Annual Report on Form 10-K, the plant continues to be in ~~crude~~standby ~~oil~~mode and is non-operational. ~~These~~To ~~products~~date, ~~include:~~Syntroleum and Tyson have not agreed on the conditions necessary for plant start-up.

~~Middle~~Business ~~Distillates for use in reciprocating and jet/turbine engines; and~~Strategy

~~Specialty~~If ~~Products,~~we ~~such~~remain asan ~~synthetic~~independent ~~lubricants~~company, ~~process~~our ~~oils,~~objective ~~high~~is ~~melting~~to ~~point~~be ~~waxes,~~the ~~liquid~~leading ~~normal~~independent ~~paraffins,~~provider ~~and~~of Syntroleum technologies for the ~~chemical~~production ~~feedstocks~~of synthetic fuels. Our business strategy to achieve this objective involves the following key elements:

WeFocus ~~believe~~on Commercialization. The ~~the~~Dynamic ~~key~~Fuels ~~advantages~~facility ofis the ~~Syntroleum®~~first ~~Process~~of ~~over~~what ~~other~~we ~~GTL~~envision ~~technologies~~to ~~are~~be ~~our~~several ~~(1) proprietary~~production ~~attrition-resistant~~facilities ~~slurry~~utilizing ~~catalyst,~~our ~~(2) FT catalyst~~technologies ~~regeneration~~in ~~technology,~~the ~~and~~business ~~(3) capability to operate with both dilute and non-dilute syngas~~model.

~~Based~~Transfer onour Technologies. We executed a transfer of our technology to China Petroleum and Chemical Corporation ~~research,~~(“Sinopec”) wein ~~believe~~2009. ~~our~~Sinopec ~~single-train~~has ~~design~~reconstructed ~~17,000~~our ~~barrels~~Catoosa ~~per~~Demonstration ~~day~~Facility (“~~b/d~~CDF”) ~~facility~~in ~~can~~China befor ~~economically~~further ~~developed~~research ~~subject~~and todevelopment. ~~market~~The ~~conditions~~demonstration plant is operating successfully in China.

~~The~~Provide ~~Carbon~~Engineering Services. We continue to ~~Liquids~~provide ~~Process~~support to our licensees and prospective licensees through engineering services. Engineering services consist of design engineering, project management, application engineering and site support.

~~The~~Syntroleum ~~carbon~~Technologies to liquids process involves two catalytic reactions: (1) conversion of carbon containing material into synthesis gas and (2) conversion of the synthesis gas into hydrocarbons over our proprietary Fischer-Tropsch catalyst.

~~Syngas~~Our ~~may~~technologies beproduce ~~generated~~synthetic ~~from~~liquid ~~various~~hydrocarbons ~~carbon-bearing~~that ~~feedstocks~~are bycompatible ~~means~~with ofrefined ~~several~~products ~~commercial~~made ~~processes.~~from ~~Oxygen~~crude ~~based~~oil. ~~natural~~These ~~gas,~~products ~~coal~~include: ~~and biomass gasifiers are commercially available from licensors.~~

3Middle Distillates for use in reciprocating and jet/turbine engines; and

~~Table~~Specialty ofProducts, ~~Contents~~such as synthetic lubricants, process oils, high melting point waxes, liquid normal paraffins, and chemical feedstocks.

~~The~~We ~~Synfining~~believe the key advantages of the Syntroleum® process ~~Process~~over other GTL technologies are our (1) proprietary attrition-resistant slurry catalyst, (2) FT catalyst regeneration technology, and (3) capability to operate with both dilute and non-dilute syngas.

WeBased ~~have~~on ~~also~~our ~~developed hydroprocessing~~research, ~~for~~we ~~conversion~~believe ofour ~~the Fischer~~single-~~Tropsch~~train ~~wax~~reactor ~~into~~design ~~diesel~~of ~~fuel~~17,000 ~~jet~~barrels ~~fuel,~~per ~~lubricants,~~day ~~naphtha~~(“b/d”) ~~and~~can ~~other~~be ~~materials.~~economically ~~This~~developed and ~~technology~~current ~~has~~market ~~been~~conditions ~~used~~support ~~to produce fuels for testing by~~ the ~~Department~~development of ~~Energy~~a ~~(“DOE”)~~4,000 ~~the~~to ~~Department of Defense (“DOD”)~~5,000 ~~U.S.~~b/d ~~Department of Transportation (“DOT”) and manufacturers globally~~design.

The ~~Bio-Synfining®~~ Carbon to Liquids Process

WeThe ~~have~~carbon ~~also adapted our Synfining® Process~~ to ~~accommodate~~liquids ~~fats,~~process ~~oils,~~involves ~~greases,~~two ~~fatty~~catalytic ~~acids~~reactions: ~~and~~(1) conversion ~~similar feedstocks in the production~~ of ~~renewable~~carbon ~~fuels.~~containing ~~These~~material ~~feedstocks~~into ~~are~~synthesis ~~similar~~gas ~~in chemical structure to the products produced from the FT process. This refining technology was used to produce jet fuels for testing by the DOD in 2008~~ and ~~is currently used in our Dynamic Fuels facility in Geismar, Louisiana for the production of diesel,~~ ~~naphtha,~~(2) conversion ~~and LPG. Commercial certification~~ of ~~ASTM~~the ~~D7566~~synthesis ~~was~~gas ~~obtained~~into inhydrocarbons ~~2011,~~over ~~resulting in~~ our ~~jet~~proprietary ~~fuel~~FT ~~being used as a 50/50 blend in commercial flights with KLM and Alaska Airlines~~catalyst. ~~Phase change material can also be produced and is currently being tested for commercial application, through funding by the DOE.~~

~~Syntroleum~~Syngas ~~Advantage~~may be generated from various carbon-bearing feedstocks by means of several commercial processes. Oxygen based natural gas, coal and biomass gasifiers are commercially available from licensors.

WeThe ~~believe the Syntroleum~~Synfining® Process ~~Technologies will be attractive for companies reviewing methods of commercializing natural gas, coal and biomass reserves by converting them into synthetic liquid hydrocarbons.~~

~~Bio-Feedstocks~~We have also developed hydroprocessing technology for conversion of the FT wax into diesel fuel, jet fuel, lubricants, naphtha and other materials. This technology has been used to produce fuels for testing by the Department of Energy (“DOE”), the Department of Defense (“DOD”), U.S. Department of Transportation (“DOT”) and manufacturers globally.

~~Renewable~~4 diesel can be used as a finished product and does not require blending however it can also be blended with petroleum-based fuels in any ratio. Our products can be transported through existing distribution infrastructures and our renewable middle distillates are fungible products meeting ASTM standards which can be used as a drop in replacement fuel for existing diesel and jet engines.

~~Animal~~The ~~Fats.~~Bio-Synfining® ~~Approximately~~Process ~~3.3 billion pounds of inedible tallow and 1.4 billion pounds of poultry fat were produced in the U.S. during calendar year 2011 according to the National Renderers Association.~~

~~Recycled~~We ~~Greases.~~have also adapted our Synfining® ~~Approximately~~process ~~2.7~~to ~~billion~~accommodate ~~pounds~~fats, ofoils, ~~grease~~greases, fatty ~~were~~acids ~~produced~~and similar feedstocks in the Uproduction of renewable fuels.~~S. during~~ ~~calendar~~These ~~year~~feedstocks ~~2011,~~are ofsimilar ~~which~~in 1chemical structure to the products produced from the FT process.3 ~~billion~~This ~~pounds~~refining technology was ~~yellow~~used ~~grease~~to ~~according~~produce tojet fuels for testing by the ~~National~~DOD in ~~Renderers~~2008 ~~Association~~and is currently used in the Geismar Facility for the production of diesel, naphtha, and LPG. ~~Our~~Commercial ~~Bio-Synfining®~~certification ~~process~~of ~~can~~ASTM ~~process~~D7566 ~~high~~was ~~FFA~~obtained ~~feedstocks~~in ~~allowing~~2011, usresulting toin ~~utilize~~our ~~lower~~jet ~~valued~~fuel ~~feedstock~~being toused ~~create~~as a ~~high~~50/50 ~~quality~~blend ~~product~~in commercial flights with KLM and Alaska Airlines. Phase change material can also be produced and is currently being tested for commercial application.

~~During~~Syntroleum ~~2012, approximately 128 million pounds of yellow grease and 49 million pounds of corn oil were processed by the Dynamic~~Advantage ~~Fuels plant in Geismar, Louisiana.~~

~~Fischer-Tropsch~~We ~~Feedstocks~~believe the Syntroleum® technologies will be attractive for companies reviewing methods of commercializing natural gas, coal and biomass reserves by converting them into synthetic liquid hydrocarbons.

Natural Gas. According to the BP Statistical Review of World Energy, 2012, proved global natural gas reserves at the end of 2011 were 7,357 trillion cubic feet (“Tcf”). In the United States, according to BP, proved gas reserves were 300.05 Tcf at the end of 2011 compared to 272.5 Tcf and 244.7 Tcf at the end of 2010 and 2009 respectively. Shale gas, has impacted the outlook for natural gas supply in the United States. The Potential Gas Committee, a nonprofit organization that studies natural gas, issued its biennial assessment of the United States’ gas resources in April 2011. This study indicates that the United States possesses a resource base of 1,898 Tcf of natural gas. This is the highest resource evaluation in the Committee’s 46Bio-~~year history. Most of the increase arose from reevaluation of shale-gas plays in the Gulf Coast, Mid-Continent and Rocky Mountain areas. Of this amount, shale gas is 687 Tcf. This~~Feedstocks ~~resource base, when combined with proved U.S. natural gas reserves, indicates potential future gas reserves of over 2,170 Tcf.~~

~~Market~~Renewable diesel can be used as a finished product and does not require blending however it can also be blended with petroleum-based ~~Demand~~fuels in any ratio. Our products can be transported through existing distribution infrastructures and our renewable middle distillates are fungible products meeting ASTM standards which can be used as a drop in replacement fuel for existing diesel and jet engines.

~~EPAct~~Vegetable ~~also~~Oils. ~~provided~~Soybean ~~for~~oil is the ~~United~~most ~~States~~commonly ~~Environmental~~used ~~Protection~~feedstock ~~Agency~~in ~~(EPA)~~the toU.S., ~~establish~~and the ~~Renewable~~most ~~Fuels~~commonly used feedstock in ~~Standard~~traditional ~~(RFS2)~~biodiesel torefining ~~set~~processes. ~~the~~Approximately ~~volumes~~19.7 ofbillion ~~renewable~~pounds ~~fuels~~of ~~that~~soybean ~~must~~oil bewere ~~sold~~produced in the ~~United~~U.S. ~~States~~during the 2011/2012 crop year versus 18.9 ~~Under~~billion pounds in the ~~program,~~2010/2011 ~~obligated~~crop ~~parties,~~year ~~including~~according ~~petroleum~~to ~~refiners~~the ~~and~~U.S. ~~fuel~~Department ~~importers~~of Agriculture. Of the amount produced, ~~must~~Energy Information Agency (EIA) data show ~~compliance~~that ~~with~~4.0 ~~these~~billion ~~standards~~pounds of soybean oil were used in the production of domestic biodiesel for the calendar year ended December 2012 versus 4.2 ~~Currently,~~billion ~~Dynamic~~pounds ~~Fuels~~for the ~~renewable~~calendar ~~diesel~~year ~~meets~~ended ~~two~~December ~~categories~~2011. ofInedible corn oil extracted from corn ethanol plants has become an ~~obligated~~increasing ~~party’s~~component ~~required~~of ~~volume~~feedstock ~~obligation—biomass-based~~for ~~diesel~~biodiesel and ~~advanced~~renewable ~~biofuel~~diesel. ~~Consistent~~Data ~~with~~from the ~~RFS~~EIA ~~program,~~show that for the ~~Environmental~~11 ~~Protection~~months ~~Agency~~ended November 30, ~~or EPA~~2013, 945 million ~~announced~~pounds itof ~~would~~inedible ~~require the~~corn oil was used in biodiesel domestic ~~use~~production of(EIA ~~800 million~~data ~~gallons~~does ofnot include renewable ordiesel ~~biodiesel~~plants) incompared ~~2011,~~to ~~one~~596 million ~~billion~~pounds ~~gallons~~and in274 million pounds for the 11 months ended 2012 and 12011, respectively.28 ~~billion~~Full inyear ~~2013~~2012 and 2011 inedible corn oil use was 646 million and 304 million pounds, respectively.

4Animal Fats. According to the EIA, 445 million, 385 million, and 431 million pounds of tallow were used in biodiesel production for the 11 months ended November 30, 2013, and calendar years 2012 and 2011, respectively. EIA data also show biodiesel consumption of 148 million, 176 million and 240 million pounds of poultry fat and 422 million, 408 million and 533 million pounds of white grease for the 11 months ended November 30, 2013, and calendar years 2012 and 2011, respectively.

~~Table~~Recycled Greases. EIA data show biodiesel consumption of ~~Contents~~1.2 billion, 959 million and 666 million pounds of recycled feeds of which 893 million, 670 million and 471 million pounds were yellow grease, for the 11 months ended November 30, 2013, and calendar years 2012 and 2011, respectively. Our Bio-Synfining® process can process high free fatty acids (“FFA”) feedstocks allowing us to utilize lower valued feedstock to create a high quality product.

~~Many~~During ~~other~~2012, ~~factors~~approximately ~~influence~~128 million ~~the~~pounds ~~demand~~of ~~for~~yellow ~~our~~grease ~~products,~~and ~~including those discussed at Item~~49 ~~1A.~~million ~~Risks~~pounds ~~Relating~~of toinedible ~~Our~~corn ~~Business,~~oil ~~such~~were asprocessed ~~prices~~by ~~and~~the Geismar ~~availability of alternative products~~Facility.

~~Intellectual~~Fischer-Tropsch ~~Property~~ Feedstocks

~~The~~Natural ~~success~~Gas. ofAccording ~~our~~to ~~intellectual~~the ~~property~~BP ~~portfolio~~Statistical ~~depends~~Review onof ~~our~~World ~~ability to foster~~Energy, ~~invent~~2013, ~~and develop~~proved ~~new~~global ~~ideas,~~natural ingas ~~addition~~reserves toat ~~our~~the ~~ability~~end toof ~~effectively~~2012 ~~obtain,~~were ~~protect~~6,614 trillion ~~and~~cubic ~~enforce~~feet ~~our~~(“Tcf”). ~~intellectual~~In ~~property~~the ~~rights~~United ~~against~~States, ~~third~~according ~~parties.~~to WeBP, ~~regard~~proved ~~the~~gas ~~protection~~reserves ofwere ~~our~~300 ~~proprietary~~Tcf ~~technologies~~at asthe ~~critical~~end toof ~~our~~2012 ~~future~~compared ~~success,~~to ~~and therefore~~300 ~~rely~~Tcf onand a272.5 ~~combination~~Tcf ofat ~~patent,~~the ~~copyright,~~end ~~trademark,~~of ~~trade~~2011 ~~secret~~ and ~~other~~2010, ~~laws~~respectively. ~~and~~Shale ~~contractual~~gas ~~restrictions~~has toimpacted ~~protect~~the ~~our~~outlook ~~proprietary~~for natural ~~rights.~~gas Wesupply ~~protect~~in the ~~Syntroleum®~~United ~~Process~~States. ~~and~~The ~~the~~Potential ~~Synfining® Process~~Gas ~~primarily~~Committee, ~~through~~a ~~patents~~nonprofit ~~and~~organization ~~trade~~that ~~secrets.~~studies Itnatural isgas, ~~our~~issued ~~policy~~its tobiennial ~~seek~~assessment ~~protection~~of ~~for~~the ~~our~~United ~~proprietary~~States ~~products~~gas ~~and~~resources ~~processes~~in byApril ~~filing~~2013. ~~patent~~This ~~applications,~~study ~~when~~indicates ~~appropriate,~~that in the United States possesses ~~and~~a ~~selected~~resource ~~foreign~~base ~~countries~~of ~~and~~2,383.9 toTcf ~~encourage or~~of ~~further~~natural ~~the~~gas ~~efforts~~at ofyear ~~others~~end ~~who~~2012, ~~have~~a ~~licensed~~25.6% ~~technology~~increase tofrom usyear toend ~~protect~~2010. ~~and~~This ~~perfect~~is ~~any~~the ~~intellectual~~highest ~~property~~resource ~~rights.~~evaluation ~~Our~~in ~~ability~~the tocommittee’s ~~protect~~48-year ~~and~~history. ~~enforce~~This ~~these~~resource ~~valuable~~base, ~~intellectual~~when ~~property~~combined ~~rights~~with ~~involves~~proved ~~complex~~U.S. natural ~~legal~~gas reserves, ~~scientific~~indicates ~~and factual~~potential ~~questions~~future ~~and~~gas ~~uncertainties~~reserves of over 2,680 Tcf.

~~Syntroleum~~5 has a policy to honor the valid, enforceable intellectual property rights of others. However, we acknowledge that the commercialization of our technologies may give rise to claims that our technologies infringe upon the patents or other proprietary rights of others. In that regard, Syntroleum is involved in three suits with Neste Oil, wherein the parties have asserted their respective patents against the other.

~~Syntroleum~~Market ~~continues~~Demand to defend a second suit filed by Neste Oil Oyj on December 20, 2012 in the District of Delaware alleging patent infringement of Neste’s U.S. Patent No. 8,212,094. Syntroleum’s response to Neste’s complaint was filed on February 25, 2013. The ’094 patent covers similar subject matter and shares a common inventor with Neste’s ’018 and ’344 patents. Syntroleum has not infringed any of Neste’s alleged patent rights and Syntroleum will continue to vigorously defend against Neste’s allegations. The ’094 patent, like the ’018 and ’344 patents, adds nothing new to the field of diesel fuels or methods for making same.

OnEPAct ~~February 7,~~also ~~2013,~~provided ~~Syntroleum~~for ~~filed suit~~the ~~against~~United ~~Neste~~States ~~Oil~~Environmental ~~Singapore~~Protection ~~Pte~~Agency ~~Ltd~~(EPA) ~~with~~to establish the ~~High~~Renewable ~~Court~~Fuels Standard (RFS2) to set the volumes of ~~Singapore~~renewable ~~asserting~~fuels ~~its~~that ~~Singapore~~must ~~Patent~~be ~~No. 172,045~~sold ~~entitled~~in ~~“Even~~the ~~Carbon~~United ~~Number~~States. ~~Paraffin~~Under ~~Composition~~the ~~And~~program, ~~Method~~obligated ofparties, ~~Manufacturing~~including ~~Same.”~~petroleum Inrefiners ~~the~~and ~~court~~fuel ~~filing~~importers, ~~Syntroleum alleges~~must ~~that~~show ~~Neste’s~~compliance ~~“operation~~with atthese ~~its~~standards. Currently, Dynamic Fuels renewable diesel ~~refinery~~meets intwo categories ~~Singapore~~of ~~involves~~an ~~the~~obligated ~~processing~~party’s ofrequired avolume ~~bio~~obligation, biomass-~~renewable~~based ~~feedstock~~diesel toand ~~produce~~advanced abiofuel. ~~hydrocarbon~~Consistent ~~composition~~with ~~having~~the atRFS ~~least~~program, 75the wtEPA %announced ~~even~~it ~~carbon~~would ~~number~~require ~~paraffins”~~the ~~which Syntroleum~~domestic ~~alleges~~use ~~“is~~of ~~claimed~~800 million atgallons ~~the~~of ~~very~~renewable ~~least,~~or biodiesel in ~~claim~~2011, 22one ofbillion ~~the~~gallons ~~Patent~~in 2012, 1.”28 ~~Syntroleum’s~~billion ~~’045~~in ~~patent~~2013 ~~issued~~and ona ~~November 15,~~proposed ~~2012,~~requirement ~~and~~of ~~expires~~1.28 onbillion ~~December 10,~~in ~~2028~~2014.

~~Syntroleum~~Many ~~currently~~other ~~owns, or has licensed rights to 65 active patents, and are actively prosecuting 21 patent applications, in the~~factors ~~United~~influence ~~States and various foreign countries that relate to one or more embodiments of Syntroleum technology. Three patents were granted to Syntroleum during~~ the ~~past~~demand ~~year.~~for ~~Most of~~ our ~~patents~~products, ~~have~~including ~~been~~those ~~issued~~discussed ~~since~~at ~~the late 1990’s and will not expire until 2017~~Item 1A. ~~Patent~~Risks ~~rights~~Relating ~~are~~to ~~granted~~Our ~~for~~Business, asuch ~~term~~as ofprices ~~20 years in the United States~~ and ~~for~~availability ~~similar terms in foreign jurisdictions, subject to paying required fees to maintain the patent holders rights. The cost~~ of ~~maintaining~~alternative ~~our patents in the United States and foreign jurisdictions is included in our general and administrative expenses~~products.

InIntellectual ~~any~~Property potential intellectual property dispute involving us, our licensees could also become the target of litigation. Generally, our license agreements require us to indemnify the licensees against specified losses, including the losses resulting from patent and trade secret infringement claims, subject to certain limitations. Our indemnification and support obligations could result in substantial expenses and liabilities to us which could have a material adverse effect on our business, operating results and financial condition. See “Item 1A. Risk Factors-Risks Relating to Our Technology.”

5The success of our intellectual property portfolio depends on our ability to foster, invent, and develop new ideas, in addition to our ability to effectively obtain, protect, and enforce our intellectual property rights against third parties. We regard the protection of our proprietary technologies as critical to our future success, and therefore rely on a combination of patent, copyright, trademark, trade secret and other laws and contractual restrictions to protect our proprietary rights. We protect the Syntroleum® process and the Synfining® process primarily through patents and trade secrets. It is our policy to seek protection for our proprietary products and processes by filing patent applications, when appropriate, in the United States and selected foreign countries and to encourage or further the efforts of others who have licensed technology to us to protect and perfect any intellectual property rights. Our ability to protect and enforce these valuable intellectual property rights involves complex legal, scientific and factual questions and uncertainties.

~~Table~~Syntroleum has a policy to honor the valid, enforceable intellectual property rights of ~~Contents~~others. However, we acknowledge that the commercialization of our technologies may give rise to claims that our technologies infringe upon the patents or other proprietary rights of others.

~~Employees~~In that regard, Syntroleum is involved in four suits with Neste Oil Oyj (“Neste”), wherein the parties have asserted their respective patents against the other. Two suits were filed by Neste in the United States District Court for the District of Delaware, filed on May 29, 2012 and December 20, 2012, both of which have been stayed by the court pending the outcome of proceedings before the U.S. Patent & Trademark Office (“PTO”) in which Syntroleum has challenged Neste’s patents. The other two suits are pending in Singapore, the first stemming from a suit filed on February 7, 2013, and the most recent stemming from Syntroleum’s filing of a second suit against Neste Oil Singapore Pte Ltd on June 6, 2013, asserting its Singapore Patent No. 169053 entitled “Hydrocracking Process For Biological Feedstocks and Hydrocarbons Produced Therefrom.” In the court filings, Syntroleum alleges that Neste “operates a renewable diesel refinery at 1 Tuas South Lane, Singapore 637301, that processes bio-renewable feedstocks to produce hydrocarbon products such as renewable diesel fuel and bio-naphtha”, which Syntroleum alleges “falls within at least Claim 1 of Syntrolum’s ’053 patent,” which issued on May 31, 2013, and expires on August 21, 2028.

AsRegarding ofthe ~~March~~proceedings before the PTO, on June 126, 2013, wethe ~~had~~PTO 19issued ~~full-time~~an ~~employees,~~Office ~~none~~Action Closing Prosecution and rejecting all claims in the ongoing inter partes reexamination of ~~which~~Neste isOil’s ~~represented~~U.S. Patent No. 8,187,344. The reexamination was initiated by aSyntroleum ~~labor~~in ~~union~~August of 2012 after Neste filed suit against Syntroleum on May 29, 2012 in the District of Delaware. WeOn ~~have~~January 31, ~~experienced~~2013, nothe ~~work~~District ~~stoppages~~Court stayed the lawsuit pending the final outcome of the PTO’s reexamination of the ‘344 patent. WeMirroring ~~believe~~its ~~our~~prior ~~relationship~~office ~~with~~action ~~our~~(dated September 14, ~~employees~~2012), isthe ~~good~~PTO again rejected both the original claims of the ‘344 patent, as well as the amended and new claims submitted by Neste, as obvious in view of the prior art. The reexamination proceedings remain pending at the PTO under Reexam Control Number 95/002,084.

~~Government~~6 ~~Regulation~~

InAnother ~~addition,~~proceeding weinitiated ~~are~~by ~~subject~~Syntroleum tobefore ~~extensive~~the ~~international~~PTO ~~and~~is ~~domestic~~an ~~federal~~inter partes review (“IPR”) of Neste Oil’s U.S. Patent No. 8,212,094. ~~state~~The ~~and~~‘094 ~~local~~patent ~~laws~~covers similar subject matter and ~~regulations~~shares ~~relating~~a common inventor with Neste’s ‘344 patent, but adds nothing new to the ~~protection~~field of ~~the~~diesel ~~environment~~fuels or methods for making same. On March 8, ~~including~~2013, ~~laws~~Syntroleum ~~and~~filed ~~regulations~~a ~~relating~~petition to with the ~~release,~~PTO ~~emission,~~seeking ~~use,~~inter ~~storage~~partes review of the ‘094 patent. On July 2, ~~handling~~2013, ~~cleanup~~the District Court in Delaware stayed Neste’s second lawsuit there (filed on December 20, ~~transportation~~2012) ~~and~~alleging ~~disposal~~infringement of ~~hazardous~~the ~~materials,~~’094 aspatent. ~~well~~The asDistrict toCourt’s ~~employee~~July 2nd ~~health~~decision ~~and~~was ~~safety~~based on the pending request for inter partes review of the ‘094 patent.

~~Our~~On ~~operations~~September 4, in2013, the ~~United~~U.S. ~~States~~Patent & ~~are~~Trademark ~~also~~Office ~~subject~~Patent toTrial ~~the federal Comprehensive Environmental Response, Compensation~~ and ~~Liability~~Appeal ~~Act~~Board (“~~CERCLA~~Board”), ~~also~~issued ~~known~~a ~~as the “Superfund” law,~~decision ~~and~~instituting ~~similar~~an ~~state~~IPR ~~laws, which can impose joint and several liability for site cleanup, regardless~~ of ~~fault,~~all ~~upon~~claims ~~statutory classes~~ of ~~persons with respect to~~ the ~~release~~’094 ~~into the environment of substances designated under CERCLA as hazardous substances (“Hazardous Substances”)~~patent. ~~These~~The ~~classes~~PTO offound ~~persons,~~that ~~or so-called potentially responsible parties (~~“~~PRPs”), include the current and certain past owners and operators of a facility where~~ there ~~has~~is ~~been~~ a ~~release~~reasonable ~~or threat~~likelihood ofthat ~~release~~Syntroleum ofwould aprevail ~~Hazardous~~with ~~Substance~~respect ~~and persons who disposed of or arranged for the disposal of Hazardous Substances found at a site. CERCLA also authorizes the EPA and, in some cases, third parties~~ to ~~take~~claims ~~actions~~1-20 ~~in response to threats to the public health or the environment and to seek to recover from the PRPs the costs~~ of ~~such action. In~~ the ~~course of our operations, we have generated and will generate wastes that may fall within CERCLA~~’s094 ~~definition~~patent” ofbased ~~Hazardous Substance. We may also be the owner or operator of sites~~ on ~~which Hazardous Substances have been released. To our knowledge, neither we nor our predecessors have been designated as a PRP by~~ the ~~EPA~~information ~~under CERCLA~~presented. ~~We also do not know of any prior owners or operators of our properties that are named as PRPs related to their ownership or operation of such properties.~~

~~International and~~On ~~domestic~~November 11, ~~environmental~~2013, ~~laws~~Neste ~~and~~filed ~~regulations~~a ~~often~~motion ~~require~~to ~~grant~~amend ofthe aclaims ~~permit~~of orthe ~~other~~‘094 ~~authorization~~patent, ~~before~~which ~~activities~~was ~~may~~accompanied beby ~~conducted,~~a ~~and~~request ~~compliance~~to ~~with~~cancel ~~laws,~~all 20 ~~regulations~~of ~~and~~the ~~any~~original ~~permit~~claims. The ~~requirements~~parties ~~can~~are ~~increase~~currently ~~the~~preparing ~~costs~~for oforal ~~designing~~argument, ~~installing~~ ~~and~~now ~~operating~~scheduled afor ~~plant~~April 1, ~~designed with our Technology~~2014. The ~~Emissions~~PTO ~~from~~will issue a ~~plant~~final ~~using~~decision ~~our~~on ~~technology~~the ~~may~~validity ~~require~~of the ~~installation~~proposed ofamended ~~abatement~~claims ~~equipment~~by tono ~~meet~~later ~~permit~~than ~~requirements~~September 4, 2014.

~~Although~~The wemost dorecent ~~not~~proceeding ~~believe~~initiated ~~that~~by ~~compliance~~Syntroleum ~~with~~before ~~environmental~~the ~~and~~PTO ~~health~~is ~~and~~another ~~safety~~IPR ~~laws~~request incovering ~~connection~~Neste ~~with~~Oil’s ~~our~~U.S. ~~current~~Patent No. 8,278,492. ~~operations~~The ~~will have~~‘492 apatent ~~material~~covers ~~adverse~~similar ~~effect~~subject onmatter ~~us,~~and weshares ~~cannot~~a ~~predict~~common inventor with ~~certainty~~Neste’s ~~the~~‘344 ~~future~~and ~~costs~~‘094 ofpatents, ~~complying~~but ~~with~~adds ~~environmental~~nothing ~~laws~~new ~~and~~to ~~regulations~~the ~~and~~field ~~containing~~of diesel fuels or ~~remediating~~methods ~~contamination~~for making same. InSyntroleum’s IPR ~~the~~request ~~future~~on wethe ~~could~~‘492 ~~incur~~patent ~~material~~was ~~liabilities~~filed oron ~~costs related~~November 22, to2013. ~~environmental~~Neste ~~matters,~~may ~~and~~file ~~these~~a ~~environmental~~preliminary ~~liabilities~~response orwithin ~~costs~~three ~~(including~~months, ~~fines~~after orwhich ~~other~~the ~~sanctions)~~Board ~~could~~has ~~have~~three amonths ~~material~~in ~~adverse~~which ~~effect~~to ondecide ~~our~~whether ~~business,~~to ~~operating~~grant ~~results~~the request and ~~financial~~institute ~~condition~~an IPR.

~~Operating~~On ~~Hazards~~September 10, 2013, Neste filed its own IPR petition regarding Syntroleum’s U.S. Patent No. 8,231,804, which is directed to hydrocarbon compositions having a high degree of even-carbon-number paraffins. A decision from the Board on whether to grant the petition and institute and IPR is due by about March 16, 2014. If instituted, Syntroleum will then have three months to file its formal response to the Board’s decision.

~~Operations~~Syntroleum atdenies aNeste’s ~~facility~~infringement ~~using~~claims ~~our~~and ~~Technology~~will continue to vigorously defend against the Neste patents, and remains confident that its position will ~~involve~~be avindicated. ~~risk~~Syntroleum ofhas ~~incidents~~invested ~~involving~~substantial ~~personal~~time ~~injury~~and resources in its proprietary Bio-Synfining® technology and will likewise seek to defend and enforce its intellectual property ~~damage~~rights in venues around the world. AnSyntroleum ~~incident~~currently owns, or has licensed rights to 72 ~~could~~active ~~affect~~patents, ~~our~~and ~~operating~~are ~~costs~~actively prosecuting 29 patent applications, ~~insurability~~in the United States and ~~relationships~~various ~~with~~foreign ~~customers~~countries that relate to one or more embodiments of Syntroleum technology. Nine patents were granted to Syntroleum during the past year. Most of our patents have been issued since the late 1990’s and will not expire until 2017. Patent rights are granted for a term of 20 years in the United States and for similar terms in foreign jurisdictions, ~~employees~~subject to paying required fees to maintain the patent holder’s rights. The cost of maintaining our patents in the United States and ~~regulators~~foreign jurisdictions is included in our general and administrative expenses.

~~Available~~Any ~~Information~~potential intellectual property dispute involving us, or our licensees, could also become the target of litigation. Generally, our license agreements require us to indemnify the licensees against specified losses, including the losses resulting from patent and trade secret infringement claims, subject to certain limitations. Our indemnification and support obligations could result in substantial expenses and liabilities to us which could have a material adverse effect on our business, operating results and financial condition.

~~Our~~Employees website address is www.syntroleum.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Annual Report on Form 10-K. We make available on this website under “Investor Relations-Financial Information – Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including us. Additionally, the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.

~~Item~~As of March 1A5, 2014, we had 14 full-time employees, none of which is represented by a labor union. ~~Risk~~We ~~Factors~~have experienced no work stoppages. We believe our relationship with our employees is good.

~~You~~Government ~~should~~Regulation carefully consider the risks described below. The risks and uncertainties described below encompass many of the risks that could affect our company. Not all risks and uncertainties are described below. Risks that we do not know about could arrive and issues we now view as minor could become more important. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline and you may lose all or part of your investment in us.

6We are subject to specific government legislation under EPAct and RFS2, as previously discussed.

~~Table~~7 ~~of Contents~~

WeIn ~~might~~addition, ~~not~~we ~~successfully~~are ~~commercialize~~subject ~~our~~to ~~technology~~extensive international and domestic federal, state and ~~commercial-scale~~local ~~plants~~laws and ~~based~~regulations onrelating to the ~~Syntroleum®~~protection ~~Process~~of ~~may~~the ~~never~~environment, beincluding ~~successfully~~laws ~~constructed~~and orregulations ~~operated~~relating byto ~~ourselves~~the orrelease, ~~our~~emission, ~~licensees~~use, storage, handling, cleanup, transportation and disposal of hazardous materials, as well as to employee health and safety.

WeOur dooperations ~~not~~in ~~have~~the ~~significant~~United ~~experience~~States ~~managing~~are also subject to the ~~financing~~federal Comprehensive Environmental Response, ~~design~~Compensation and Liability Act (“CERCLA”), ~~construction~~also orknown ~~operation~~as the “Superfund” law, and similar state laws, which can impose joint and several liability for site cleanup, regardless of ~~commercial-scale~~fault, upon statutory classes of persons with respect to the ~~plants~~release into the environment of substances designated under CERCLA as hazardous substances (“Hazardous Substances”). These classes of persons, or so-called potentially responsible parties (“PRPs”), include the current and wecertain past ~~may~~owners ~~not~~and beoperators ~~successful~~of ina ~~doing~~facility ~~so.~~where ~~Our~~there ~~Dynamic~~has ~~Fuels~~been ~~plant~~a isrelease or threat of release of a Hazardous Substance and persons who disposed of or arranged for the ~~first~~disposal ~~commercial~~of ~~scale~~Hazardous ~~plant~~Substances ~~operating~~found at a site. CERCLA also authorizes the EPA and, in some cases, third parties to ~~date~~take actions in response to threats to the public health or the environment and itto isseek ~~based~~to onrecover from the PRPs the costs of such action. In the course of our ~~Bio-Synfining®~~operations, ~~Technology~~we have generated and will generate wastes that may fall within CERCLA’s definition of Hazardous Substance. ~~The~~We ~~plant~~may ~~has~~also be the owner or operator of sites on which Hazardous Substances have been ~~operating~~released. ~~since~~To ~~November~~our ~~2010~~knowledge, ~~but~~neither ~~has~~we nor our predecessors have been designated as a PRP by the EPA under CERCLA. We also do not ~~yet~~know ~~achieved~~of ~~profitability~~any prior owners or ~~operated~~operators atof ~~full~~our ~~design~~properties ~~capacity~~that onare anamed ~~continuous~~as ~~basis~~PRPs ~~for~~related ~~an extended~~to ~~length~~their ownership or operation of ~~time~~such properties.

NoInternational ~~commercial-scale~~and ~~plant~~domestic ~~based~~environmental onlaws ~~the~~and ~~Synfining®~~regulations ~~Processes~~often ~~has~~require ~~been~~grant ~~operational~~of toa ~~date.~~permit Aor ~~commercial-scale~~other ~~plant~~authorization ~~based~~before onactivities ~~the Synfining® Processes~~ may ~~never~~ be conducted, ~~successfully~~and ~~built~~compliance ~~either~~with bylaws, usregulations orand byany ~~our~~permit ~~licensees.~~requirements ~~Success~~can ~~depends~~increase onthe ~~our~~costs ~~licensees’ ability~~of ~~to economically design~~designing, ~~construct~~installing and ~~operate~~operating ~~commercial-scale~~a ~~plants~~plant ~~based~~designed onwith ~~the~~our ~~Syntroleum® Technologies~~technology. ~~which~~Emissions ~~depends~~from on a ~~variety~~plant ofusing ~~factors,~~our ~~many~~technology may require the installation of ~~which~~abatement ~~are~~equipment ~~outside~~to ~~our~~meet ~~control~~permit requirements.

~~Our~~Although ~~licensees will determine whether~~ we ~~issue~~do ~~any~~not ~~plant~~believe ~~site~~that ~~licenses~~compliance towith ~~them.~~environmental Onand ~~June 27,~~health ~~2012~~and ~~Dynamic~~safety laws ~~Fuels~~in ~~LLC~~connection ~~exercised~~with ~~its~~our ~~right~~current tooperations ~~obtain~~will have a ~~site~~material ~~license.~~adverse Ineffect ~~addition~~on us, ~~our~~we ~~license~~cannot ~~agreements~~predict ~~may~~with becertainty ~~terminated~~the byfuture ~~the~~costs ~~licensee,~~of complying with orenvironmental ~~without~~laws ~~cause~~ and ~~without~~regulations ~~penalty, upon~~and 90containing ~~days’~~or ~~notice~~remediating ~~to us~~contamination. IfIn the future we docould ~~not~~incur ~~receive~~material ~~payments~~liabilities ~~under~~or ~~our~~costs ~~license~~related ~~agreements,~~to weenvironmental ~~may~~matters, ~~not~~and ~~have~~these ~~sufficient~~environmental ~~resources~~liabilities toor ~~implement~~costs ~~our~~(including ~~business~~fines ~~strategy.~~or ~~Our~~other ~~licensees~~sanctions) ~~are~~could ~~not~~have ~~restricted~~a ~~from~~material ~~pursuing~~adverse ~~alternative~~effect ~~technologies~~ on ~~their own or in collaboration with others, including~~ our ~~competitors~~business, ~~with~~operating ~~the~~results ~~exception~~and financial ~~of those restrictions agreed to by Tyson in the limited liability company agreement relating to Dynamic Fuels~~condition.

~~Commercial-scale~~Operating ~~plants~~Hazards ~~based on the Syntroleum® Technologies might not produce results necessary for success, including results demonstrated on a laboratory, pilot plant and demonstration basis.~~

AOperations ~~variety~~at ofa ~~results~~facility ~~necessary~~using ~~for~~our ~~successful~~Technology ~~operation~~will ofinvolve ~~the Syntroleum® Technologies could fail to occur at~~ a ~~commercial~~risk ~~plant,~~of ~~including~~incidents ~~reactions~~involving ~~demonstrated~~personal ininjury ~~research~~ and ~~development~~ property damage. ~~Results~~An ~~that~~incident could affect ~~cause~~our ~~commercial-scale~~operating ~~plants~~costs, ~~based~~insurability onand ~~our~~relationships ~~Technologies~~with tocustomers, beemployees ~~unsuccessful~~and ~~include:~~regulators.

•Available ~~feedstocks~~Information that are not on specification and or have adulterants requiring additional pretreatment, resulting in plant modifications and/or supply modifications increasing capital and operating expense and causing schedule delays;

•Our ~~feedstock~~website ~~supply~~address ~~interruptions;~~is www.syntroleum.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Annual Report on Form 10-K. We make available on this website under “Investor Relations-Financial Information – Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including us. Additionally, the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.

•Item ~~failure~~1A. ofRisk ~~third party suppliers, contractors or technologies to deliver feedstocks, goods and/or services on specification;~~Factors

•You ~~catalyst~~should ~~activity~~carefully (consider the risks described below. The risks and uncertainties described below encompass many of ~~all~~the ~~types)~~risks that could affect our company. Not all risks and uncertainties are ~~less~~described ~~than~~below. ~~design~~Risks ~~basis~~that ~~which~~we ~~would~~do ~~require~~not anknow ~~increase~~about incould ~~the~~arrive ~~amount~~and issues we now view as minor could become more important. If any of ~~catalyst~~the following risks actually occur, ~~and/~~our business, financial condition or ~~number~~results of ~~reactors~~operations ~~required~~could tobe ~~produce~~materially atand adversely affected. In that case, the ~~design~~trading ~~rate~~price ~~resulting~~of inour ~~increased~~common ~~capital~~stock could decline and ~~operating~~you ~~costs;~~may lose all or part of your investment in us.

•8 ~~shorter than anticipated catalyst life, which would require more frequent catalyst regeneration, catalyst replacements, or both, thereby increasing operating costs;~~

•Risks ~~inability~~Relating ofto ~~third-party~~Our ~~gasification~~Business, ~~and~~the ~~synthesis~~Asset ~~gas~~Sale, ~~clean-up~~and ~~technology integrated into~~ the ~~Syntroleum®~~Liquidation ~~Process~~and toDissolution ~~produce on specification synthesis gas adequate for economic operation of a FT plant; and~~

•Recurring ~~longer~~losses ~~project~~and ~~cycles~~negative ~~and/or~~cash ~~higher~~flows ~~than~~from ~~anticipated~~operations ~~capital~~raise substantial doubt about our ability to continue as a going concern and ~~operating~~we ~~costs~~may not ~~including~~be ~~feedstock~~able ~~costs~~to continue as a going concern.

InOur ~~addition~~recurring losses from operations and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern and as a result, weour independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2013. Substantial doubt about our ability to continue as a going concern may have ~~encountered~~a negative impact on the price of our common stock and, if the Asset Sale or another similar transaction is not approved and ~~future~~consummated ~~plants~~on ~~could~~a ~~experience~~timely basis, ~~mechanical~~the ~~difficulties~~Geismar ~~related~~Facility does not return to operational status on a timely basis, and/or ~~unrelated~~we do not obtain substantial new debt or equity financing on a timely basis, we would not likely have sufficient resources to continue operations and may be required to ~~elements~~seek ofprotection under the ~~Syntroleum®~~U.S. ~~Technologies~~Bankruptcy Code or similar relief.

~~Many~~We ofhave prepared our ~~competitors~~financial ~~have~~statements ~~significantly~~on ~~more~~a ~~resources~~going concern ~~than~~basis, wewhich ~~do,~~contemplates the realization of assets and ~~technologies~~the ~~developed~~satisfaction byof ~~competitors~~liabilities ~~could~~and ~~become~~commitments ~~more~~in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and ~~commercially~~classification ~~successful~~of ~~than~~recorded ~~ours~~asset amounts or ~~render~~amounts ~~our~~of ~~technologies~~liabilities ~~obsolete~~that might be necessary should we be unable to continue in existence.

~~Development~~Whether ~~and~~or ~~commercialization~~not ofthe FTAsset ~~and renewable~~Sale ~~fuels technologies~~ is ~~highly competitive~~completed, ~~and~~there ~~other~~may ~~technologies~~be ~~could~~few, ~~become~~if ~~more~~any, ~~commercially~~assets ~~successful~~available ~~than~~for ~~ours.~~distribution ~~Our~~to ~~Technologies~~our ~~are based on chemistry that has been used by several companies in synthetic fuel projects over the past 60 years~~stockholders. Our competitors include major integrated oil companies as well as independent technology providers that have developed or are developing competing technologies. These companies typically have significantly more resources than we do.

AsWe ~~our~~have ~~competitors~~incurred recurring operating losses and continue to ~~develop~~have ~~competing~~working ~~technologies,~~capital ~~one~~funding orobligations ~~more~~to ofDynamic ~~our~~Fuels, ~~current~~notwithstanding ~~technologies~~the non-operational ~~could~~status ~~become~~of ~~obsolete~~the Geismar Facility. ~~Our~~ ~~ability~~If tothe ~~create~~Asset ~~and~~Sale ~~maintain~~or ~~technological~~another ~~advantages~~similar transaction is ~~critical~~not toapproved ~~our~~and ~~future~~consummated ~~success.~~on Asa ~~new~~timely ~~technologies develop~~basis, wethe ~~may~~Geismar beFacility ~~placed~~does atnot return to operational status on a ~~competitive~~timely ~~disadvantage~~basis, ~~forcing~~and/or uswe todo ~~implement~~not obtain substantial new ~~technologies~~debt ator equity financing on a ~~substantial~~timely ~~cost.~~basis, Wewe ~~may~~would not likely have sufficient resources to continue operations and may be ~~able~~ required to ~~successfully~~seek ~~develop~~protection under the U.S. Bankruptcy Code or ~~expend~~similar ~~the~~relief. ~~financial~~In ~~resources~~such ~~necessary~~an toevent, ~~acquire~~it is possible that there would not be significant assets, or ~~develop~~any ~~new~~assets, ~~technology~~available for distribution to Syntroleum’s stockholders.

7If the Asset Sale is completed, our assets will primarily consist of REG common stock received as consideration for the Asset Sale and a cash reserve equal to the lesser of $5,300,000 and the amount of cash on hand at Syntroleum as of the closing of the transactions under the Asset Purchase Agreement, which represents the amount we estimate is reasonable to satisfy our known retained liabilities and expenses associated with the Asset Sale and the Liquidation and Dissolution. Even though we currently expect the cash reserve to be sufficient to pay, or provide for the payment of, all of our known retained liabilities and obligations, it is possible that, in the course of the dissolution process, unanticipated expenses and contingent liabilities will arise. If such liabilities exceed the cash reserve, we or our successor (such as a liquidating trust) will be required to sell a portion or all of the REG common stock received in the Asset Sale to satisfy our obligations before our dissolution, thereby reducing, and perhaps eliminating, the assets available for distribution to Syntroleum stockholders.

~~Table~~Failure ofto complete ~~Contents~~the Asset Sale on a timely basis may result in us discontinuing our business and operations, negatively impact our stock price and/or reduce the assets available for distribution to Syntroleum’s stockholders.

~~Our~~If ~~ability~~the toAsset ~~protect~~Sale ~~our~~is ~~intellectual~~not ~~property~~completed ~~rights~~on ~~involves~~a ~~complexities~~timely ~~and uncertainties~~basis ~~and~~for ~~commercialization~~any ofreason, ~~our~~we ~~Technologies~~would ~~could~~be ~~give~~subject ~~rise~~ to ~~claims~~a ~~that~~number ~~our~~of ~~technology~~material ~~infringes~~risks, ~~upon~~including ~~the~~that: ~~rights of others.~~

~~Our~~• ~~success~~we depends on our ability to protect our intellectual property rights and open art rights, which involves complex legal and scientific uncertainties. We rely on a combination of patents, copyrights, trademarks, trade secrets and contractual restrictions to protect our proprietary rights. Patents may ~~not~~ be ~~granted,~~unable ~~and~~to ~~our~~dispose ~~existing patents might not provide us with commercial benefit or might be infringed upon, invalidated or circumvented by others. The availability~~ of patents in foreign markets, and the nature of any protection against competition that may be afforded by those patents, is often difficult to predict and vary significantly from country to country. We, our ~~licensors,~~ orassets ~~our~~for ~~licensees~~an ~~may~~aggregate ~~choose~~amount ~~not~~equaling ~~to seek,~~ or ~~may~~exceeding ~~be unable to obtain, patent protection in a country that could potentially be an important market for~~ our ~~Technologies.~~liabilities ~~The confidentiality agreements that are designed to protect our trade secrets could be breached,~~ and ~~we might not have adequate remedies for the breach. Additionally, our trade secrets and proprietary know-how might otherwise become known or be independently discovered by others.~~ obligations;

~~Commercialization~~• ~~of our Technologies may give rise to claims that our technologies infringe upon the patents or proprietary rights of others. As previously discussed,~~ we are currently involved in litigation concerning alleged infringement claims. We may not become aware of patents or rights that may have applicability until after we have made a substantial investment in the development and commercialization of our Technology. Third parties may claim infringement. Legal actions could be brought against us, our co-venturers or our licensees claiming damages and seeking an injunction that would prevent us, our co-venturers or our licensees utilizing the affected technologies. If an infringement action were successful, in addition to potential liability for damages, our co-venturers, our licensees or we could be required to obtain a license in order to continue to ~~test,~~have ~~market~~working orcapital ~~commercialize~~funding ~~the~~obligations affected Technologies. Any required license might not be made available or, if available, might not be available on acceptable terms, and we could be prevented entirely from testing, marketing or commercializing the affected technology. We may have to ~~expend~~Dynamic ~~substantial resources in litigation~~Fuels, ~~either~~notwithstanding ~~in enforcing our patents, defending against~~ the ~~infringement~~non-operational ~~claims~~status of ~~others, or both. Many possible claimants, such as~~ the ~~major~~Geismar ~~energy companies that have competing technologies competitive with our Technologies, have significantly more resources to spend on litigation.~~ Facility;

We9 ~~could have potential indemnification liabilities to licensees relating to the operation of plants based on our Technologies or intellectual property disputes.~~

• ~~use~~we ofmay ~~patent~~be ~~rights~~unable ~~and~~to ~~technical~~secure ~~information~~additional ~~relating~~capital toor ~~the~~enter ~~Syntroleum®~~into ~~Technologies~~an alternative business combination transaction;

• ~~acts~~we ormay ~~omissions~~be byunable usto incontinue ~~connection~~defense ~~with~~of our ~~preparation~~intellectual ofproperty ~~process design packages (“PDP”) for plants~~portfolio; ~~and~~

• ~~performance~~we ~~guarantees~~would ~~that~~still be required to pay expenses incurred in connection with the Asset Sale, including financial advisory, legal and accounting fees, which we ~~may~~estimate ~~provide~~to be approximately $3.27 million;

~~Risks~~• ~~Relating~~our employees, faced with uncertain futures in light of our financial condition, may seek alternative employment, which would have a negative impact on our ability to ~~Renewable~~continue ~~Fuels~~our ~~Industry~~operations; and

~~The~~• ~~U.S.~~we ~~renewable~~may ~~fuels~~be ~~industry~~required isto ~~highly~~pay ~~dependent~~REG on a ~~mix~~termination fee of ~~international,~~$5 ~~federal~~million ~~and~~pursuant ~~state~~to ~~legislation~~the ~~and~~terms ~~regulation~~of ~~and~~the ~~any~~Asset ~~changes~~Purchase ~~could harm our business and financial condition~~Agreement.

The ~~Energy~~occurrence ~~Independence~~of ~~Act~~any ~~and~~of ~~EPAct~~the ~~established~~above ~~minimum~~events ~~nationwide~~would ~~levels~~impair ofour ~~renewable~~ability ~~fuels,~~to ~~which~~conduct ~~include~~our ~~biomass based~~operations ~~diesel,~~and ~~ethanol~~business and ~~other~~may ~~liquid~~force ~~fuel~~us ~~produced from biomass~~ to bediscontinue ~~blended~~our operations ~~into the fuel supply~~altogether. ByAny ~~the~~such ~~year~~impairment ~~2022,~~or ~~these~~discontinuation ~~standards~~would ~~require~~likely ~~that~~cause the ~~national~~price ~~volume~~ of ~~renewable~~our ~~fuels~~common stock to bedecline. ~~blended~~In ~~into~~addition, the ~~fuel~~price ~~supply~~of ~~equal~~our orcommon ~~exceed~~stock 36may ~~billion gallons.~~decline ~~While~~further ~~these~~if ~~renewable~~the ~~fuel~~current ~~standards~~market ~~should~~price ~~stimulate~~of ~~demand~~our ~~for~~common ~~renewable~~stock ~~fuels~~reflects ~~generally,~~an assumption ~~there~~that ~~can~~the beAsset noSale ~~assurance~~or ofa ~~specific~~similar ~~demand~~business ~~for~~combination ~~renewable~~transaction ~~diesel~~will be completed. Additionally, ~~this~~if ~~legislation~~the ~~has~~Asset ~~waiver~~Sale ~~provisions.~~is ~~Any~~not ~~waiver~~completed ofon ~~the~~a ~~renewable fuel~~timely ~~standards~~basis ~~could~~and ~~adversely~~we ~~impact~~are ~~the~~required ~~demand~~to ~~for~~seek ~~renewable~~protection ~~diesel~~under ~~and~~the ~~may~~U.S. ~~have~~Bankruptcy aCode ~~material~~or ~~adverse~~similar relief, ~~effect~~there onmay ~~our~~be ~~financial~~no ~~condition~~assets ~~and~~available ~~results~~to ofdistribute ~~operations~~to Syntroleum’s stockholders.

~~Risks~~Even ~~Relating~~if toour ~~Our~~stockholders ~~Business~~approve the Asset Sale, the Asset Sale may not be completed.

WeThe ~~will~~completion ~~need~~of the Asset Sale is subject to ~~obtain~~numerous ~~funds~~closing ~~from additional~~conditions, ~~financings~~some orof ~~other~~which are ~~sources~~out ~~for~~of our ~~business~~control, ~~activities.~~and Ifthere can be no guarantee that we dowill ~~not~~be ~~receive~~able ~~these~~to ~~funds~~satisfy all of the closing conditions set forth in the Asset Purchase Agreement. Conditions to closing under the Asset Purchase Agreement include, wefor ~~would~~example, ~~need~~no material adverse change having occurred with respect to ~~reduce~~Syntroleum during the period prior to the closing of the Asset Sale and receipt of required third-party consents. As a result, ~~delay~~even orif ~~eliminate~~the ~~some~~Asset Sale is approved by the required vote of our ~~expenditures~~stockholders at the special meeting to be convened for that purpose, we cannot guarantee that the Asset Sale will be completed.

InOur ~~the~~stockholders could ~~past~~approve wethe ~~have~~Asset ~~sustained~~Sale ~~recurring~~proposal ~~losses~~but ~~and~~vote ~~negative~~against ~~cash~~the ~~flows~~Liquidation ~~from operations. As of December 31, 2012, we had approximately $15.9 million of cash~~ and ~~cash equivalents to fund operations and investing activities~~Dissolution. ~~We review cash flow forecasts and budgets periodically.~~

8Approval of the plan of dissolution is a necessary step for our stockholders to receive shares of REG common stock and for the Asset Sale and subsequent intended Liquidation and Dissolution to constitute a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the “Code”). If the transaction does not qualify as a tax-free reorganization under Section 368(a)(1)(C) Code, we and our stockholders will suffer material adverse tax consequences. The corporate level gain that we would recognize upon such a taxable sale of assets would be equal to the difference between our adjusted tax basis in such assets and the fair market value of all of the consideration received from REG in the Asset Sale (including without limitation all of the REG common stock issued by REG and all of the liabilities assumed by REG). Our tax liability associated with any such recognized gain, after taking into account the effect of any relevant and available Syntroleum tax attributes (e.g., current and carryover net operating losses and tax credits), is a liability that is not assumed by REG in accordance with the Asset Purchase Agreement, and it is anticipated that any such tax liability would be material. Further, our stockholders would incur a stockholder-level tax liability in the event that property (including shares of REG common stock or cash) is distributed to stockholders where the value of the property so distributed exceeds the applicable stockholder’s tax basis in their shares of our common stock (or where the distribution is characterized as a dividend for tax purposes). Pursuant to the Asset Purchase Agreement, we have agreed to dissolve following the closing of the Asset Sale, and a failure by our stockholders to approve the Liquidation and Dissolution would cause us to be in breach of our obligations under the Asset Purchase Agreement. In addition, if we obtain stockholder approval of the Asset Sale and complete the Asset Sale, but do not obtain stockholder approval of the Liquidation and Dissolution, we would have to continue our business operations despite the sale of substantially all of our assets and our announced intent to liquidate and dissolve. Assuming the completion of the Asset Sale, we would have no assets with which to generate operating revenue and likely will have retained only those employees required to wind-up our corporate existence. Further, we do not intend to invest in another operating business following the closing of the Asset Sale. If the Liquidation and Dissolution is not approved, we would be required to use all or a significant portion of our remaining cash and the REG common stock received as consideration in the Asset Sale to pay taxes on the Asset Sale (as described above) and ongoing operating expenses.

~~Table~~10 ~~of Contents~~

~~Our~~We ~~agreement~~cannot ~~with Tyson~~determine ~~concerning~~at ~~Dynamic~~this ~~Fuels~~time ~~allows~~ the ~~participants~~amount ~~to elect not to invest in a plant~~ or totiming ~~cease making capital contributions in the construction~~ of aany ~~plant~~distributions ~~under certain circumstances. Should a participant in a project elect not~~ to ~~invest~~our ~~or to~~stockholders ~~cease~~because ~~investing~~there inare ~~the~~many ~~construction~~factors, some of ~~the~~which ~~plant~~are ~~the~~outside other participants in the project will need to raise additional capital from third parties or to take on additional interest in the project and fund the additional capital internally. There can be no assurances that we would be able to raise the additional capital from third parties on terms acceptable to us or to fund the additional capital requirements internally. See discussion of our ~~capital~~control, ~~commitments~~that atcould ~~Item 7.~~affect ~~Management~~Syntroleum’s ~~Discussion~~ ~~and~~ability ~~Analysis~~to ofmake ~~Financial~~such ~~Condition and Results of Operation – Contractual Obligations~~distributions.

If ~~adequate~~the ~~funds~~Asset ~~are not~~Sale ~~available~~is consummated, we ~~may~~cannot bedetermine ~~required~~at tothis ~~reduce,~~time ~~delay~~when or ~~eliminate~~potentially ~~expenditures~~whether, ~~for~~we ~~our~~will ~~future~~be ~~plant~~able ~~development~~to ~~and~~make ~~other~~any ~~activities,~~distributions to our stockholders or ~~seek~~the toamount ~~enter~~of ~~into~~any such distributions. Those determinations depend on a ~~business~~variety ~~combination~~of ~~transaction~~factors, ~~with~~including, orbut ~~sell~~not ~~assets~~limited to, ~~another~~the ~~company.~~timing Weof ~~could~~the ~~also~~closing ~~be forced~~of tothe ~~license~~Asset toSale; ~~third~~the ~~parties~~amount ~~the~~we ~~rights~~will be required to ~~commercialize~~pay ~~additional~~to ~~products~~satisfy unknown or contingent ~~technologies~~liabilities ~~that~~in wethe ~~would~~future; ~~otherwise~~the ~~seek~~cost toof ~~develop~~operating ~~ourselves.~~Syntroleum ~~The~~through ~~transactions~~the ~~outlined~~date ~~above~~of ~~may~~our ~~not~~final bedissolution; ~~available~~inaccuracies in the cost estimates to usresolve ~~when~~currently ~~needed~~known orcontingent onliabilities; ~~terms~~general ~~acceptable~~business ~~or favorable~~and toeconomic usconditions; and other matters.

~~The~~We ~~decline~~will incontinue ~~our~~to ~~stock~~incur ~~price~~claims, ~~makes~~liabilities ~~the~~and ~~cost~~expenses offrom ~~obtaining~~operations ~~additional~~(such ~~equity~~as ~~capital~~operating ~~more~~costs, ~~expensive~~salaries, directors’ and officers’ insurance, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) as we seek to close the Asset Sale and effect Liquidation and Dissolution. Our estimates regarding our expense levels ~~shareholders~~may bybe ~~reason~~inaccurate. Any unforecasted or unexpected claims, liabilities or expenses that arise between the date of this Annual Report on Form 10-K and the ~~attendant~~liquidation ~~dilution.~~and ~~Further~~final dissolution of Syntroleum or any claims, liabilities or expenses that exceed our ~~stock~~estimates ~~price~~could ~~decline~~leave us with less cash than is necessary to pay liabilities and ~~related~~expenses ~~decline~~and inwould ~~market~~likely ~~capitalization~~reduce ~~has~~the ~~limited~~amount ~~our~~of ~~ability~~REG common stock available for ultimate distribution to ~~sell~~our ~~shares~~stockholders. Further, if cash and the value of the REG common stock ~~from~~to be received in the Asset Sale are not adequate to provide for all of our ~~shelf~~obligations, ~~registration~~liabilities, ~~statement~~expenses inand ~~order~~claims, we will not be able to ~~obtain~~distribute ~~capital~~any amount at all to our stockholders.

~~Construction~~The amount and ~~operations~~value of ~~plants~~REG ~~based~~common onstock ~~the~~that ~~Syntroleum®~~we ~~Technologies~~ will beultimately distribute to our stockholders is subject to ~~risks~~significant uncertainties, many of ~~delay~~which ~~and~~are ~~cost~~beyond ~~overruns~~our control. Examples of uncertainties that could reduce the value of or eliminate distributions to our stockholders include the following:

~~The~~• ~~construction~~the ~~and~~amount ~~operation~~ of ~~plants based on~~ our ~~Technologies~~liabilities ~~will~~and beobligations ~~subject~~or to the ~~risks~~estimated ofcosts ~~delay~~and orexpenses ~~cost~~of ~~overruns.~~the ~~Delays~~Asset ~~in construction~~Sale orand the operation of Syntroleum until the ~~plant~~date ~~could~~it ~~directly~~is ~~impact~~authorized ~~the~~to ~~capital~~make ~~expenditures~~a ordistribution ~~working~~to ~~capital.~~its ~~Increases~~stockholders inunder ~~costs~~the ~~could~~applicable ~~result~~provisions inof ~~increased~~Delaware ~~equity~~law ~~payments~~and ~~from~~the ~~parent~~plan ~~companies.~~of dissolution could increase;

~~Dynamic~~• ~~Fuels~~presently ~~plant~~unknown ~~being~~or ~~shut~~contingent ~~down~~liabilities ~~for~~of anours ~~extended~~could ~~period~~later ~~could~~arise ~~adversely~~or ~~affect~~become ~~Syntroleum~~fixed ~~financial~~in ~~position.~~amount and we would be required to satisfy or reserve for these liabilities as part of the dissolution;

~~The~~• ~~Dynamic~~delays ~~Fuels plant is operated at a single facility~~ in ~~Geismar~~completing ~~Louisiana.~~the ~~Any~~Asset ~~natural~~Sale ~~disaster~~ or ~~other~~delays ~~serious~~in ~~disruption~~the totiming ~~this facility~~of ~~due~~the todissolution ~~flooding,~~of ~~hurricane,~~Syntroleum ~~fire or other extreme factors beyond our control~~ could ~~damage~~result ~~our~~in ~~capital~~additional ~~equipment~~fees orand ~~supporting~~expenses ~~infrastructure~~ and ~~materially impair the ability of the plant to operate. Such a disruption could~~ result in ~~lost revenues,~~reduced ~~increased~~distributions ~~costs~~to ~~and~~our ~~/or~~stockholders; ~~reduced profits.~~ and

If• the ~~Plant~~value ~~is shut down, it may experience a prolonged start-up period, regardless~~ of ~~the~~REG ~~reason~~common ~~for~~stock ~~the shutdown. Such start-up periods~~ could ~~range from several days to several months, depending on the reason for the shutdown and other factors~~decline. ~~The shutdown of the Plant for a substantial period of time for any reason could have a material adverse effect on our financial position and results of operations.~~

~~The~~For ~~Dynamic~~the ~~Fuels~~foregoing ~~plant~~reasons, ~~has~~there can be no ~~remained~~assurance ~~shut~~as ~~down~~to the timing and inamount ~~standby~~of ~~mode~~distributions to our stockholders, ~~primarily~~even ~~because~~if the Asset Sale is completed. As of ~~adverse~~the ~~economic~~date ~~conditions~~of this Annual Report on Form 10-K, ~~since~~we ~~completion~~anticipate that our known retained liabilities as of athe ~~maintenance~~closing ~~turnaround~~of inthe ~~December,~~Asset ~~2012~~Sale (together with the estimated liabilities to be incurred by us between the closing of the Asset Sale and the final dissolution of Syntroleum) will be approximately $1.43 Wemillion. ~~have~~Thus, ~~not~~assuming, ~~yet~~among ~~agreed~~other ~~with~~things, ~~Tyson~~that onwe are able to close the ~~economic~~Asset Sale ~~conditions~~and that the cash reserve is sufficient to satisfy outstanding liabilities and outstanding expenses, we currently estimate that our stockholders would receive approximately 0.3809 shares of REG common stock per share of Syntroleum common stock. However, for ~~plant~~the ~~start-up~~reasons set forth above, these amounts could be significantly less.

We ~~could~~may ~~experience~~be ~~disagreements~~required ~~with~~under ~~our~~Delaware ~~joint~~law ~~venture~~or ~~partners~~the Delaware ~~which~~Court ~~could~~of ~~adversely~~Chancery ~~affect~~to ~~the~~hold ~~operations~~back for distribution at a later date, if at all, some or ~~financial~~all ~~condition~~ of the estimated amounts that we currently expect to distribute to our ~~plants~~stockholders.

~~The~~11 operation of Dynamic Fuels is to be exercised jointly by representatives of the Company and Tyson equally, with no member exercising control. Decisions surrounding operation and financing of the Plant generally require both members to agree. Disagreements between the members or a modification in the level of participation from one of the members could significantly impact the Plant and have a material adverse effect on our financial position and results of operations.

WeIf ~~are required to maintain standards for listing of our common stock on the NASDAQ Stock Market and~~ we ~~cannot~~remain ~~assure~~an ~~you~~independent ~~that~~company, we will beneed ~~able~~ to doobtain ~~so.~~funds ~~One~~from ofadditional ~~those~~financings or ~~standards~~other issources ~~that~~for our ~~common~~business ~~stock maintains a minimum price of at least $1~~activities.00 ~~per~~If ~~share. On June 8, 2012~~ we ~~received~~do anot ~~Nasdaq~~receive ~~Staff~~these ~~Deficiency Letter~~funds, ~~indicating~~we ~~our~~would ~~common~~need ~~stock had closed below the minimum $1.00 per share requirement for continued inclusion under the marketplace Rule 5500(a)(2). We were provided 180 calendar days, or until December 5, 2012~~ to ~~regain compliance. On December 6~~reduce, ~~2012~~delay ~~we received a Nasdaq notification indicating we were eligible for an additional 180 calendar day compliance period~~ or ~~until~~eliminate ~~June 3,~~some ~~2013 to regain compliance. Their determination was based on our meeting the continued listing requirement for market value~~ of ~~publicly held shares and all other applicable requirements for initial listing on the Capital market with the exception of the bid price requirement, and~~ our ~~written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary~~expenditures. ~~We can make no assurance that we will be able to remain listed on the NASDAQ Stock Market.~~

9In the past we have sustained recurring losses and negative cash flows from operations. As of December 31, 2013, we had approximately $11.4 million of cash and cash equivalents to fund operations and investing activities. We review cash flow forecasts and budgets periodically.

~~Table~~If we were to remain an independent company, we expect that we may need to raise additional capital to accomplish our business plan over the next several years through debt or equity financing, joint ventures, license agreements, sale of ~~Contents~~assets, as well as various other financing arrangements. If we obtain additional funds by issuing equity securities, dilution to stockholders may occur. In addition, preferred stock could be issued without stockholder approval and the terms could include dividend, liquidation, conversion, voting and other rights more favorable than the rights of the holders of our common stock. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

WeOur ~~have~~agreement ~~incurred~~with ~~losses~~Tyson concerning Dynamic Fuels allows us and Tyson, respectively, to elect not to invest in a plant or to cease making capital contributions in the construction of a plant under certain circumstances. Should Tyson or Syntroleum, as applicable, decide not to invest or to cease investing in the construction of a plant, the other participants in the applicable project will need to raise additional capital from third parties or to take on additional interest in the project and fund the additional capital internally. There can be no assurances that we would be able to raise the additional capital from third parties on terms acceptable to us or to fund the additional capital requirements internally.

AsConstruction ofand ~~December 31,~~operations ~~2012 we had an accumulated deficit~~ of ~~$360.5~~plants ~~million. Because we do not have an operating history upon which an evaluation of our prospects can be~~ based, ~~our~~on ~~prospects must be considered in light of~~ the ~~risks, expenses and difficulties frequently encountered by small companies seeking to develop new and rapidly evolving~~ Syntroleum® technologies~~. To address these risks we~~ ~~must,~~will ~~among~~be ~~other~~subject ~~things, continue~~ to ~~attract~~risks ~~investment~~of ~~capital,~~delay ~~respond to competitive factors, continue to attract, retain~~ and ~~motivate~~cost ~~qualified personnel and commercialize our technologies~~overruns. ~~We may not be successful in addressing these risks, and we may not achieve or sustain profitability.~~

~~Our~~The ~~anticipated~~construction ~~expense~~and ~~levels~~operation ~~are~~of plants based ~~in part~~ on our ~~expectations~~technologies aswill tobe ~~future~~subject ~~operating~~to ~~activities~~the ~~and~~risks onof ~~historical~~delay ~~financial~~or ~~data~~cost overruns. ~~Capital~~Delays ~~expenditures~~in ~~will~~construction ~~depend~~or onoperation ~~progress~~of wethe ~~make~~plant incould ~~developing~~directly ~~various~~impact ~~projects~~the oncapital ~~which~~expenditures weor ~~are currently~~ working capital. ~~Increased~~Increases ~~revenues~~in orcosts ~~cash~~could ~~flows~~result ~~may~~in ~~not~~increased ~~result~~equity payments from ~~these~~parent ~~expenses~~companies.

IfShutdown ~~prices~~of orthe ~~margins~~Geismar Facility for ~~crude~~an ~~oil,~~extended ~~natural~~period ~~gas,~~could ~~coal,~~adversely ~~vegetable~~affect ~~oil, biomass and fats and other commodities are unfavorable, plants based on the~~ Syntroleum®’s ~~Technologies~~financial ~~may not be economical~~position.

~~Because~~The ~~the~~Geismar ~~products~~Facility ~~from~~has ~~plants~~not ~~utilizing~~operated ~~our~~since ~~Technologies~~the ~~are~~completion ~~expected~~of torepairs ~~compete~~ in ~~markets~~December ~~with~~2012 ~~conventional~~and ~~petroleum~~Syntroleum ~~products,~~and ~~an increase~~Tyson inhave ~~alternative~~not ~~feedstock~~agreed ~~prices~~on ~~relative~~the conditions necessary to ~~prices~~re-start ~~for~~the ~~oil,~~Geismar orFacility. aIn ~~decrease~~addition, inany ~~prices~~natural ~~for~~disaster ~~oil~~or ~~relative~~other serious disruption to ~~alternative~~this ~~feedstock~~facility ~~prices,~~due ~~could~~to ~~adversely~~flooding, ~~affect~~hurricane, ~~the~~fire ~~operating~~or ~~results~~other ofextreme ~~these~~factors ~~plants.~~beyond ~~Higher~~Syntroleum’s ~~than~~control ~~anticipated~~could ~~costs~~damage ~~for~~its ~~the~~capital ~~catalysts~~equipment ~~and~~or ~~other~~supporting ~~materials~~infrastructure ~~used~~and inmaterially ~~these~~impair ~~plants~~the ~~could~~ability ~~also~~of ~~adversely~~the ~~affect~~plant ~~operating~~to ~~results~~operate. ~~Factors~~Such ~~that~~a disruption could ~~cause~~result ~~changes~~ in ~~the~~lost ~~prices~~revenues, increased costs and ~~availability~~/or ofreduced ~~oil~~profits. Similarly, ~~natural~~the ~~gas,~~Geismar ~~coal,~~Facility ~~biomass~~may experience a prolonged start-up period, ~~fats~~ranging from several days to several months. Further, ~~oils~~it ~~and~~is ~~refined~~possible ~~products~~that ~~include:~~ the Geismar Facility may never re-restart or operate profitably at all.

•We ~~changes~~could inexperience ~~supply~~disagreements ~~and~~with ~~demand~~our ~~balance~~joint ofventure ~~petroleum~~partners ~~feedstocks,~~which ~~refined~~could ~~petroleum~~adversely ~~products,~~affect ~~agricultural~~the ~~commodities~~operations ~~variances~~or ~~impacted~~financial bycondition ~~crop~~of ~~yields,~~our plants. ~~planting decisions, protein complex variances;~~

•The ~~weather~~operation ~~conditions;~~of Dynamic Fuels is to be controlled by representatives of Syntroleum and Tyson equally, with no member exercising exclusive control. Decisions surrounding operation and financing of the Geismar Facility generally require both members to agree. Disagreements between the members, such as surrounding the current non-operational status of the Geismar Facility, or a modification in the level of participation from one of the members could significantly impact the Geismar Facility and have a material adverse effect on our financial position and results of operations.

•We ~~domestic~~have ~~and~~incurred ~~foreign~~losses. ~~government regulation;~~

•As ~~actions~~of December 31, 2013, we had an accumulated deficit of ~~the~~$362.7 ~~Organization~~million. Because we do not have an operating history upon which an evaluation of ~~Petroleum~~our ~~Exporting~~prospects ~~Countries;~~can be based, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by small companies seeking to develop new and rapidly evolving technologies. To address these risks we must, among other things, continue to attract investment capital, respond to competitive factors, continue to attract, retain and motivate qualified personnel and commercialize our technologies. We may not be successful in addressing these risks, and we may not achieve or sustain profitability.

•12 ~~political conditions in countries producing feedstocks;~~

•Our ~~fuel~~anticipated ~~switching~~expense ~~between~~levels ~~various~~are ~~sources~~based ofin ~~energy~~part ~~(natural~~on ~~gas,~~our ~~coal,~~expectations ~~solar,~~as ~~fats,~~to ~~oils~~future operating activities and ~~greases,~~on ~~biomass,~~historical orfinancial ~~other~~data. ~~renewable~~Capital expenditures will depend on progress we make in developing various projects on which we are currently working. Increased revenues or ~~non-renewable);~~cash flows may not result from these expenses.

•If ~~capacities~~prices ofor ~~pipelines;~~margins for crude oil, natural gas, coal, vegetable oil, biomass and fats and other commodities are unfavorable, plants based on the Syntroleum® technologies may not be economical.

•Because ~~seasonality;~~the products from plants utilizing our technologies are expected to compete in markets with conventional petroleum products, an increase in alternative feedstock prices relative to prices for oil, or a decrease in prices for oil relative to alternative feedstock prices, could adversely affect the operating results of these plants. Higher than anticipated costs for the feedstocks, catalysts and other materials used in these plants could also adversely affect operating results. Factors that could cause changes in the prices and availability of oil, natural gas, coal, biomass, fats, oils and refined products include:

• ~~price~~changes in supply and ~~availability~~demand balance of ~~alternative~~petroleum ~~fuels;~~feedstocks, ~~and~~refined petroleum products, agricultural commodities variances impacted by crop yields, planting decisions, protein complex variances;

• ~~overall~~weather ~~economic~~ conditions.;

~~Our~~• ~~success~~domestic ~~depends on the performance of our executive officers~~ and ~~key~~foreign ~~personnel,~~government ~~the loss of who would disrupt our business operations.~~ regulation;

We• ~~depend~~actions ~~to a large extent on the performance~~ of our executive officers, Edward G. Roth, our Chief Executive Officer, Karen L. Power, our Senior Vice President and Principal Financial Officer, and certain key personnel. Our ability to implement our business strategy may be constrained and the ~~timing~~Organization of ~~implementation~~Petroleum ~~may~~Exporting be impacted if we are unable to attract and retain sufficient personnel. At December 31, 2012, we had 19 full-time employees. We do not maintain “key person” life insurance policies on any of our employees. We have entered into employment agreements with several key employees. Countries;

We• ~~depend~~political onconditions ~~strategic relationships with feedstock suppliers, site owners engineering companies, and customers. If we are not successful~~ in ~~entering~~countries ~~into~~producing ~~and achieving the benefits of these relationships, this could negatively impact our business.~~ feedstocks;

~~Our~~• ~~licensee’s~~supply ~~typically~~of ~~enter~~crude ~~into commercial arrangements with feedstock suppliers~~oil, ~~construction~~natural ~~contractors~~gas, ~~engineering service companies~~coal, ~~site~~biomass ~~owners~~fats, ~~equipment~~greases ~~manufacturers,~~ and customers. These relationships may take the form of joint ventures with other private parties or local government bodies, contractual arrangements with other companies, or minority investments from third parties. There can be no assurances that we or our licensees will be able to establish and maintain these strategic relationships. In addition, the dynamics of our relationships with strategic participants may require us to incur expenses or undertake activities we would not otherwise incur in order to fulfill our obligations. If we do not successfully establish or maintain strategic relationships, our business may be negatively affected. oils;

10• fuel switching between various sources of energy (natural gas, coal, solar, fats, oils and greases, biomass, or other renewable or non-renewable);

~~Table~~• capacities of ~~Contents~~pipelines;

~~Our~~• ~~operating results may be volatile due to a variety of factors and are not a meaningful indicator of future performance.~~ seasonality;

We• ~~expect~~price ~~to experience significant fluctuations in future annual~~ and ~~quarterly~~ ~~operating~~availability ~~results because~~ of ~~the~~alternative ~~unpredictability~~fuels; ~~of many factors that impact our business. These factors include:~~ and

• ~~government~~overall ~~legislation,~~economic ~~subsidies on renewable product, and varying regulatory quotas;~~conditions.

•Our ~~volatile~~success ~~price~~depends on the performance of ~~commodities~~our ~~used~~executive officers and ~~produced;~~key personnel, the loss of who would disrupt our business operations.

•We ~~overcapacity~~depend into a large extent on the ~~renewable~~performance ~~fuels~~of our ~~industry;~~executive officers, Edward G. Roth, our Chief Executive Officer, Karen L. Power, our Senior Vice President and Principal Financial Officer, and certain key personnel. Our ability to implement our business strategy may be constrained and the timing of implementation may be impacted if we are unable to attract and retain sufficient personnel. We do not maintain “key person” life insurance policies on any of our employees. We have entered into employment agreements with several key employees.

•We ~~demand~~depend ~~for~~on ~~licenses~~strategic orrelationships ~~other~~with ~~technology~~feedstock ~~transfer~~suppliers, ~~agreements~~site ~~for~~owners ~~our~~engineering ~~Technologies~~companies, and ~~receipt~~customers. If we are not successful in entering into and ~~revenue~~achieving ~~recognition~~the benefits of ~~license~~these ~~fees;~~relationships, this could negatively impact our business.

•13 ~~timing of any construction by us or our licensees of plants;~~

•Our ~~market~~licensee’s ~~acceptance~~typically enter into commercial arrangements with feedstock suppliers, construction contractors, engineering service companies, site owners, equipment manufacturers, and customers. These relationships may take the form of ~~new~~joint ~~technologies;~~ventures with other private parties or local government bodies, contractual arrangements with other companies, or minority investments from third parties. There can be no assurances that we or our licensees will be able to establish and maintain these strategic relationships. In addition, the dynamics of our relationships with strategic participants may require us to incur expenses or undertake activities we would not otherwise incur in order to fulfill our obligations. If we do not successfully establish or maintain strategic relationships, our business may be negatively affected.

•We ~~general~~are ~~economic~~significantly ~~conditions~~dependent on significant customers and the loss of one or more of such significant customers could adversely affect our operations and financial condition.

AsOur arevenue ~~result~~in 2013, 2012 and 2011 was derived almost entirely from the provision of technical services to three customers, Dynamic Fuels, Sasol, and Sasol USA. The agreement pursuant to which we ~~believe~~provide ~~that~~technical ~~period-~~services to~~-period~~ ~~comparisons~~Dynamic ofFuels ~~our~~is ~~results~~effective through the service life of ~~operations~~the ~~are~~Geismar ~~not~~Facility; ~~meaningful~~however, ~~and~~Dynamic ~~should~~Fuels is not obligated beto ~~relied~~issue ~~upon as~~any work orders to us nor are we obligated to accept any ~~indication~~work oforders ~~future~~issued ~~performance~~by Dynamic Fuels. ~~Due~~We tohave ~~the~~also ~~foregoing~~had ~~factors,~~historical itdisagreements ~~may~~with beDynamic Fuels and Tyson regarding payment for the technical services that inwe ~~some~~performed for ~~future~~Dynamic ~~year~~Fuels. orThe ~~quarter~~agreement ~~our~~pursuant ~~operating~~to ~~results~~which ~~will~~we behistorically ~~below~~provided technical services to Sasol terminated on March 1, 2013 upon the ~~expectations~~sale of ~~public~~our ~~market~~pilot ~~analysts~~plant ~~and~~to ~~investors~~Sasol USA, an affiliate of Sasol. InWe continue to provide technical services to Sasol USA pursuant to an agreement that ~~event~~terminates on March 1, 2014, subject to Sasol USA’s right to extend the ~~price~~term of ~~our~~the ~~common~~agreement for up to two additional one-year terms. The loss of either of these significant customers, or our ~~stock~~inability ~~would~~to ~~likely~~collect berevenue ~~materially~~for ~~adversely~~technical ~~affected~~services that we perform for these customers, could have a material adverse effect on our operations and financial condition.

WeOur ~~are~~operating ~~subject~~results tomay ~~extensive~~be ~~laws~~volatile ~~relating~~due to ~~the~~a ~~protection~~variety of ~~the environment,~~factors and ~~these~~are ~~laws~~not ~~may~~a ~~increase~~meaningful ~~the~~indicator ~~cost~~ of ~~designing,~~future ~~constructing and operating our plants based on our Technologies or affect demand for the products of these plants~~performance.

IfWe weexpect ~~violate any of the laws and regulations relating~~ to ~~the~~experience ~~protection~~significant offluctuations ~~the~~in ~~environment,~~future weannual ~~may be subject to substantial fines, criminal sanctions or third party lawsuits~~ and ~~may~~quarterly beoperating ~~required~~results tobecause ~~install~~of costly pollution control equipment or curtail operations. Plants built with our Technologies will generally be required to obtain environmental, industrial siting, construction and numerous other permits. Compliance with these permits may increase the ~~costs~~unpredictability of ~~designing,~~many factors ~~constructing and operating our plants or delay plant development. New legislation or regulatory programs~~ that ~~restrict~~impact ~~emissions of greenhouse gases could have an adverse effect on~~ our ~~operations~~business. WeThese ~~may~~factors ~~also~~include: face exposure to actual or potential claims and lawsuits involving environmental matters with respect to our previously owned real estate. Changes in environmental laws and regulations occur frequently, and changes may have a material adverse effect on our results of operations, competitive position, or financial condition.

~~Terrorist~~• ~~threats~~government ~~and~~legislation, ~~U.S.~~subsidies ~~military~~on ~~actions~~renewable ~~could~~product, ~~result~~and invarying adomestic ~~material~~and ~~adverse~~international ~~effect~~regulatory ~~on our business.~~ quotas;

~~Acts~~• ofvolatile ~~terrorism~~price inof ~~the~~commodities ~~United~~used ~~States or elsewhere could occur. These~~ and like developments could cause instability in the world’s financial and insurance markets and increase political and economic instability in the geographic areas in which we may wish to operate. These developments could also lead to increased volatility in prices for crude oil, natural gas and the feedstocks for our plants and the cost and availability of insurance. In addition, these developments could adversely affect our ability to access capital. produced;

~~United~~• ~~States~~overcapacity ~~government regulations effectively preclude us from actively engaging~~ in ~~business activities in certain countries. These regulations could be expanded to cover countries where we may wish to operate in~~ the ~~future.~~renewable ~~These~~fuels ~~developments could subject the operations of our company to increased risks and, depending on their magnitude, could have a material adverse effect on our business.~~ industry;

We• ~~may not~~demand ~~have~~for ~~enough~~licenses ~~insurance~~or toother ~~cover~~technology ~~all~~transfer ofagreements ~~the~~for ~~risks~~our wetechnologies ~~face.~~and receipt and revenue recognition of license fees;

In• ~~accordance~~timing with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. We may elect not to carry insurance if our management believes that the cost of ~~available~~any ~~insurance~~construction ~~is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. The occurrence of an event not fully covered~~ by ~~insurance,~~us ~~such as a leak, fire~~ or ~~explosion could have a material adverse effect on~~ our ~~financial~~licensees ~~condition and results~~ of ~~operations.~~ plants;

11• introduction or enhancement of FT and renewable fuels technologies by us and our competitors;

~~Table~~• market acceptance of ~~Contents~~new technologies; and

~~Item 1B.~~• ~~Unresolved~~general ~~Staff~~economic ~~Comments~~ conditions.

~~None~~As a result, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as any indication of future performance. Due to the foregoing factors, it may be that in some future year or quarter our operating results will be below the expectations of public market analysts and investors. In that event, the price of our common stock would likely be materially adversely affected.

~~Item 2.~~We are ~~Properties~~subject to extensive laws relating to the protection of the environment, and these laws may increase the cost of designing, constructing and operating our plants based on our technologies or affect demand for the products of these plants.

We14 own a nominal two b/d pilot plant located on approximately three acres leased in Tulsa, Oklahoma. This lease expires in May 2022, and annual lease payments total approximately $9,000. On March 1, 2013 this plant was sold with the Company receiving $5,798,000 in cash and the lease being cancelled.

~~Item 3~~If we violate any of the laws and regulations relating to the protection of the environment, we may be subject to substantial fines, criminal sanctions or third party lawsuits and may be required to install costly pollution control equipment or curtail operations. ~~Legal~~Plants ~~Proceedings~~built with our technologies will generally be required to obtain environmental, industrial siting, construction and numerous other permits. Compliance with these permits may increase the costs of designing, constructing and operating our plants or delay plant development. New legislation or regulatory programs that restrict emissions of greenhouse gases could have an adverse effect on our operations. We may also face exposure to actual or potential claims and lawsuits involving environmental matters with respect to our previously owned real estate. Changes in environmental laws and regulations occur frequently, and changes may have a material adverse effect on our results of operations, competitive position, or financial condition.

InTerrorist ~~the~~threats ~~ordinary course~~and ofU.S. ~~our~~military ~~business~~actions wecould ~~have~~result ~~been~~in a ~~party~~material toadverse ~~legal~~effect ~~proceedings,~~on ~~such~~our ~~as the previously described pending patent infringement cases with Neste Oil Oyj~~business.

~~Item 4~~Acts of terrorism in the United States or elsewhere could occur. ~~Mine~~These ~~Safety~~and ~~Disclosures~~like developments could cause instability in the world’s financial and insurance markets and increase political and economic instability in the geographic areas in which we may wish to operate. These developments could also lead to increased volatility in prices for crude oil, natural gas and the feedstocks for our plants and the cost and availability of insurance. In addition, these developments could adversely affect our ability to access capital.

~~Not~~United States government regulations effectively preclude us from actively engaging in business activities in certain countries. These ~~Applicable~~regulations could be expanded to cover countries where we may wish to operate in the future. These developments could subject the operations of our company to increased risks and, depending on their magnitude, could have a material adverse effect on our business.

12We may not have enough insurance to cover all of the risks we face.

~~Table~~In accordance with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. We may elect not to carry insurance if our management believes that the cost of ~~Contents~~available insurance is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. The occurrence of an event not fully covered by insurance, such as a leak, fire or explosion could have a material adverse effect on our financial condition and results of operations.

~~Part~~Risks IIRelating to Our Technology

~~Item 5.~~We might ~~Market~~not ~~for~~successfully ~~Registrant~~commercialize our technology, and commercial-scale plants based on the Syntroleum’s® ~~Common~~proprietary ~~Equity,~~processes ~~Related~~may ~~Stockholder~~never ~~Matters~~be ~~and~~successfully ~~Issuer~~constructed ~~Purchases~~or ofoperated ~~Equity~~by ~~Securities~~ourselves or our licensees.

~~Stock~~We ~~Prices~~do not have significant experience managing the financing, design, construction or operation of commercial-scale plants, and we may not be successful in doing so. ~~Our~~Although ~~common~~currently ~~stock~~not operating, the Geismar Facility owned by Dynamic Fuels is ~~traded~~our onfirst ~~the~~commercial ~~NASDAQ~~scale ~~Stock~~plant ~~Market~~to ~~under~~be ~~the~~operational ~~symbol~~at ~~“SYNM~~any point in time based on our Bio-Synfining® technology.” The ~~table~~Geismar ~~below~~Facility ~~reflects~~has ~~the~~never ~~high~~achieved ~~and~~profitability ~~low~~or ~~closing~~operated ~~sales~~at ~~prices~~full ~~for~~design ~~our~~capacity ~~common~~on ~~stock~~a ~~for~~continuous ~~each~~basis ~~quarter~~for ~~during~~any ~~2012~~extended ~~and~~length ~~2011~~of time.

	Sales Price
	High		Low
Year Ended December 31, 2012:
First Quarter	$	1.36	$	0.97
Second Quarter	$	1.02	$	0.60
Third Quarter	$	0.85	$	0.61
Fourth Quarter	$	0.79	$	0.34
Year Ended December 31, 2011:
First Quarter	$	2.35	$	1.51
Second Quarter	$	2.24	$	1.47
Third Quarter	$	1.46	$	0.86
Fourth Quarter	$	1.22	$	0.80

No commercial-scale plant based on Synfining^® technology has been operational to date and a commercial-scale plant based on Synfining^® technology may never be successfully built either by us or by our licensees. Success in commercializing Synfining^® technology depends on our licensees’ ability to economically design, construct and operate commercial-scale plants, which depends on a variety of factors, many of which are outside our control.

~~Record~~Each ~~Holders~~of Syntroleum’s licensees will determine whether Syntroleum issues any plant site licenses to them. ~~The~~In 99addition,~~238~~ Syntroleum’s license agreements may be terminated by the licensee,~~146~~ ~~shares~~with ofor ~~our~~without ~~common~~cause ~~stock~~and ~~outstanding~~without atpenalty, ~~March 1~~upon 90 days’ notice to Syntroleum. If Syntroleum does not receive payments under its license agreements, ~~2013~~it ~~were~~may not have ~~held~~sufficient byresources ~~approximately~~to 1implement its business strategy. Syntroleum’s licensees,~~100~~ ~~record~~other ~~holders~~than ~~(including~~Dynamic ~~brokerage~~Fuels, ~~firms~~are ~~and~~not ~~other~~restricted ~~nominees)~~from pursuing alternative technologies on their own or in collaboration with others, including Syntroleum’s competitors.

~~Dividends.~~Commercial-scale ~~Cash~~plants ~~dividends have~~based ~~not~~on ~~been paid since our inception. We currently intend to retain any earnings for~~ the Syntroleum® technologies ~~future~~might ~~operation and development of our business and do~~ not ~~currently~~produce ~~anticipate~~results ~~paying~~necessary ~~any~~for ~~dividends in the foreseeable future. Any future determination as to dividend policy will be made~~success, ~~subject~~including toresults ~~Delaware~~demonstrated ~~law, at the discretion of our board of directors and will depend~~ on a ~~number of factors~~laboratory, ~~including~~pilot ~~our~~plant ~~future earnings, capital requirements, financial condition, business prospects~~ and ~~other factors~~demonstration ~~that our board of directors may deem relevant~~basis.

~~Our~~15 stock price may continue to be volatile and could decline in the future. Historically, the market price of our common stock has been very volatile. The trading price of our common stock is expected to continue to be subject to substantial volatility as a result of internal and external events. This volatility has often been unrelated to the operating performance of the Company. These broad market fluctuations may adversely affect the market price of our common stock.

~~Future~~A ~~sales~~variety of ~~our~~factors ~~common~~may ~~stock~~impact ~~could~~the ~~adversely~~successful ~~affect~~commercialization ~~our stock price. Substantial sales~~ of ~~our~~the ~~common~~Syntroleum’s® technologies ~~stock~~at ina ~~the~~commercial ~~public market~~plant, orand ~~the~~may ~~perception~~cause by the ~~market~~results ~~that~~demonstrated ~~those~~in ~~sales~~research ~~could~~and ~~occur,~~development ~~could~~efforts ~~lower~~not ~~our stock price or make it difficult for us~~ to ~~raise~~be ~~equity~~replicated ~~capital~~ in ~~the~~a ~~future~~commercial plan. These ~~sales~~factors ~~could~~ include: sales of our common stock by our directors and officers, who beneficially owned approximately 7% percent of the outstanding shares of our common stock as of March 1, 2013. We cannot predict if future sales of our common stock, or the availability of our common stock for sale, will impact the market price for our common stock or our ability to raise capital by offering equity securities.

~~Issuer~~• ~~Repurchases~~the use of ~~Equity~~feedstocks ~~Securities~~ that are not consistent with the specifications of feedstocks used in research and development efforts, including feedstocks that have impurities, adulterants and/or contaminants requiring additional pretreatment or for which no pretreatment process is available;

~~Neither~~• wefeedstock ~~nor~~supply ~~anyone acting on our behalf or that of an affiliated purchaser purchased shares of our common stock during the three months ended December 31, 2012.~~ interruptions;

~~Performance~~• ~~Graph~~failure of third party suppliers, contractors or technologies to deliver feedstocks, goods and/or services on specification;

~~The~~• ~~following~~catalyst ~~performance~~activity ~~graph compares the performance~~ (of ~~our~~all ~~common~~types) ~~stock~~that ~~during~~are ~~the~~less ~~period~~than ~~beginning~~design onbasis ~~December 31,~~which ~~2007~~would ~~and ending~~require onan ~~December 31,~~increase ~~2012~~in ~~to (i)~~ the ~~NASDAQ~~amount ~~Stock Market index consisting~~ of ~~United States companies (the “NASDAQ Composite”) (ii) an index consisting of all U.S. and Foreign publicly traded companies listed as non-financial stocks with Standard Industrial Codes 1100-5999~~catalyst, ~~7000-9999 (iii) our peer group which includes companies focused on renewable products~~ and/or ~~alternative~~number ~~sources~~ of ~~energy~~reactors ~~for~~required ~~the~~to ~~same~~produce ~~period.~~at ~~The~~the ~~graph~~design ~~assumes~~rate aresulting ~~$100 investment~~ in ~~our~~ ~~common~~increased ~~stock~~capital and inoperating ~~each of the indexes at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period.~~ costs;

13• shorter than anticipated catalyst life, which would require more frequent catalyst regeneration, catalyst replacements, or both, thereby increasing operating costs;

~~Table~~• excessive production of ~~Contents~~gaseous or light hydrocarbons compared to design basis, which would lower the amount of desirable hydrocarbons produced, and reduce revenues and margins;

~~Some~~• inability of ~~our~~third-party ~~peer~~gasification ~~group~~and ~~has~~synthesis ~~been~~gas ~~changed~~clean-up ~~starting~~technology inintegrated ~~2012.~~into ~~Currently there exist more publicly traded companies which more closely match our company in~~ the renewable products arena. Our new peer group consists of Pacific Ethanol, Inc., Synthesis Energy Systems, Inc., BioFuel Energy Corp, Renewable Energy Group, Inc., Future Fuels Corp., Solazyme, GEVO, Amyris, KiOR and Codexis. Syntroleum’s® ~~past~~process ~~peer~~to ~~group~~produce ~~included~~on ~~Andersons~~specification ~~Inc.,~~synthesis ~~Aventine~~gas ~~Renewable~~adequate ~~Energy~~for ~~Holdings,~~economic ~~Inc.,~~operation ~~Ballard~~of ~~Power~~a ~~Systems,~~FT ~~Inc.,~~plant; ~~BioFuel Energy Corporations, Evergreen Energy, Inc., FuelCell Energy Inc., Fuel-Tech, Inc., Headwaters Inc., Pacific Ethanol, Rentech Inc., Synthesis Energy Systems,~~ and ~~Verenium Corporations.~~

14• longer project cycles and/or higher than anticipated capital and operating costs including feedstock costs.

~~Table~~In addition, we have encountered, and future plants could experience, mechanical difficulties related or unrelated to elements of ~~Contents~~the Syntroleum® technologies, including difficulties resulting from damage caused by contaminants, impurities and adulterants in renewable feedstocks.

~~Item 6.~~Many ~~Selected~~of ~~Financial~~our ~~Data~~competitors have significantly more resources than we do, and technologies developed by competitors could become more commercially successful than ours or render our technologies obsolete.

~~The~~Development ~~following~~and ~~selected~~commercialization ~~financial~~of ~~information~~FT ~~should~~and berenewable ~~read~~fuels technologies inis ~~conjunction~~highly ~~with~~competitive, ~~“Management’s Discussion~~ and ~~Analysis~~other ~~of Financial~~technologies ~~Condition~~could ~~and~~become ~~Results~~more ofcommercially ~~Operation”~~successful inthan ~~Item 7~~ours. ofOur ~~this~~technologies ~~Annual~~are ~~Report~~based on ~~Form~~chemistry ~~10-K~~that ~~and~~has ~~our~~been ~~consolidated~~used ~~financial~~by ~~statements~~several ~~and~~companies in synthetic fuel projects over the ~~related~~past ~~notes~~60 ~~thereto~~years. ~~included~~Our competitors ininclude ~~Item 8~~major ofintegrated ~~this~~oil ~~Annual~~companies ~~Report~~as onwell ~~Form~~as ~~10-K~~independent technology providers that have developed or are developing competing technologies. These companies typically have significantly more resources than we do.

	For the Year Ended December 31,
	2012			2011			2010			2009			2008
	(in thousands, except per share data)
Statement of Operations Data:
Total revenues	$	17,526		$	4,214		$	8,410		$	27,432		$	4,890
Operating income (loss)		9,217			(3,049	)		(2,252	)		12,469			(8,381	)
Income (loss) from continuing operations		(1,063	)		(16,922	)		(9,633	)		5,160			(5,448	)
Income (loss) from discontinued operations		(38	)		(27	)		97			(122	)		1,310
Net income (loss)	$	(1,101	)	$	(16,949	)	$	(9,536	)	$	5,038		$	(4,138	)
Basic and diluted per share amounts -
Income (loss) from continuing operations	$	(0.01	)	$	(0.19	)	$	(0.12	)	$	0.07		$	(0.09	)
Income (loss) from discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00		$	0.02
Net income (loss)	$	(0.01	)	$	(0.19	)	$	(0.12	)	$	0.07		$	(0.07	)

As our competitors continue to develop competing technologies, one or more of our current technologies could become obsolete. Our ability to create and maintain technological advantages is critical to our future success. As new technologies develop, we may be placed at a competitive disadvantage forcing us to implement new technologies at a substantial cost. We may not be able to successfully develop or expend the financial resources necessary to acquire or develop new technology.

	As of December 31,
	2012		2011		2010		2009			2008
	(in thousands)
Balance Sheet Data:
Working capital	$	16,149	$	22,495	$	12,950	$	27,307	$7,709
Investment in and loans to Dynamic Fuels, LLC		38,407		38,643		43,523		27,900	17,486
Total assets		56,745		66,651		59,396		58,861	38,838
Deferred revenue		15,612		24,366		24,300		25,668	22,613

Our ability to protect our intellectual property rights involves complexities and uncertainties and commercialization of our technologies could give rise to claims that our technology infringes upon the rights of others.

~~Item 7~~Our success depends on our ability to protect our intellectual property rights and open art rights, which involves complex legal and scientific uncertainties. ~~Management’s~~We ~~Discussion~~rely on a combination of patents, copyrights, trademarks, trade secrets and ~~Analysis~~contractual restrictions to protect our proprietary rights. Patents may not be granted, and our existing patents might not provide us with commercial benefit or might be infringed upon, invalidated or circumvented by others. The availability of ~~Financial~~patents ~~Condition~~in foreign markets, and ~~Results~~the nature of any protection against competition that may be afforded by those patents, is often difficult to ~~Operation~~predict and vary significantly from country to country. We, our licensors, or our licensees may choose not to seek, or may be unable to obtain, patent protection in a country that could potentially be an important market for our technologies. The confidentiality agreements that are designed to protect our trade secrets could be breached, and we might not have adequate remedies for the breach. Additionally, our trade secrets and proprietary know-how might otherwise become known or be independently discovered by others.

~~Overview~~16

~~Operating~~Commercialization ~~Revenues~~of our technologies may give rise to claims that our technologies infringe upon the patents or proprietary rights of others. We are currently involved in litigation concerning alleged infringement claims. We may not become aware of patents or rights that may have applicability until after we have made a substantial investment in the development and commercialization of our technology. Third parties may claim infringement. Legal actions could be brought against us, our co-venturers or our licensees claiming damages and seeking an injunction that would prevent us, our co-venturers or our licensees utilizing the affected technologies. If an infringement action were successful, in addition to potential liability for damages, our co-venturers, our licensees or we could be required to obtain a license in order to continue to test, market or commercialize the affected technologies. Any required license might not be made available or, if available, might not be available on acceptable terms, and we could be prevented entirely from testing, marketing or commercializing the affected technology. We may have to expend substantial resources in litigation, either in enforcing our patents, defending against the infringement claims of others, or both. Many possible claimants, such as the major energy companies that have competing technologies competitive with our technologies, have significantly more resources to spend on litigation.

~~Our~~We ~~revenues~~could ~~were~~have ~~primarily~~potential ~~generated~~indemnification ~~from~~liabilities ~~the~~to ~~sale~~licensees orrelating ~~transfer~~to ~~of our Technologies, engineering technical services from third parties and from Dynamic Fuels and royalties from Dynamic Fuels plant production. In~~ the ~~future,~~operation weof ~~expect~~plants tobased ~~receive~~on ~~revenue from engineering technical services, royalties and other income from~~ our ~~investment in Dynamic Fuels, sales and licensing of our~~ Technologies ~~and product sales~~ or ~~royalties for the use of our~~ ~~Technologies~~intellectual inproperty ~~facilities in which we own an equity interest~~disputes.

WeOur ~~record~~indemnification ~~revenue~~obligations ~~related~~could toresult ~~royalty~~in ~~fees~~substantial ~~based~~expenses onand ~~the~~liabilities to us if ~~production~~intellectual ofproperty ~~the~~rights ~~facility.~~claims ~~Income~~were ~~and~~to ~~Loss~~be ~~from~~made ~~our~~against ~~investment~~us inor ~~Dynamic~~our ~~Fuels~~licensees, isor ~~recorded~~if ~~below~~plants ~~operating~~based ~~income,~~on asour ~~“Income/Loss~~technology inwere ~~Equity~~to offail ~~Dynamic~~to ~~Fuels,~~operate ~~LLC”~~as designed. ~~The~~Generally ~~income~~our orlicense ~~loss~~agreements isrequire ~~based~~us onto ~~our~~indemnify ~~proportionate~~the ~~equity~~licensee, ~~ownership~~sometimes ofsubject ~~the~~to ~~plant.~~certain limitations against specified losses relating to, among other things:

~~Our~~• ~~future~~use ~~operating revenues and investments in projects will depend on the successful commercial operation~~ of ~~the Dynamic~~patent ~~Fuels~~rights ~~facility. We expect our results of operations~~ and ~~cash~~technical ~~flows~~information relating to bethe ~~affected~~Syntroleum® ~~by changing crude oil, natural gas, oils, fats, fuel and specialty product prices and trends in environmental regulations.~~ technologies;

15• acts or omissions by us in connection with our preparation of process design packages for plants; and

~~Table~~• ofperformance ~~Contents~~guarantees that we may provide.

~~Operating~~Risks ~~Expenses~~Relating to Renewable Fuels Industry

~~Our~~The ~~operating~~U.S. ~~expenses~~renewable ~~historically~~fuels ~~have~~industry ~~consisted~~is ~~primarily~~highly ofdependent ~~engineering,~~on ~~including~~a ~~third~~mix ~~party~~of ~~engineering~~international, ~~and~~federal ~~general~~ and ~~administrative~~state ~~expenses,~~legislation ~~which include costs associated with general corporate overhead, compensation expense, legal~~ and ~~accounting~~regulation ~~expenses~~ and ~~expenses~~any changes ~~associated~~could ~~with~~harm ~~other~~our ~~related~~business ~~administrative functions. Our current workforce consists of engineers~~ and ~~general~~financial ~~and administrative employees~~condition.

WeThe ~~have~~EISA ~~also~~and ~~recognized~~the ~~depreciation~~Energy Policy Act of 2005, or EPAct, established Renewable Fuel Standard 2, or RFS2, which requires that certain volumes of renewable fuels be consumed, which includes biomass based diesel, ethanol and ~~amortization~~other ~~expense~~liquid ~~related~~fuel produced from biomass to ~~office~~be blended into the fuel supply. RFS2 is effective through 2022. Syntroleum believes that RFS2 has increased the demand for renewable diesel and ~~computer~~that ~~equipment~~renewable diesel prices have benefited significantly from RFS2. However, ~~leasehold~~there ~~improvements~~can be no assurance that the United States Congress will not repeal, curtail or otherwise change, or that the EPA will not curtail or otherwise change the RFS2 program in a manner adverse to Syntroleum. The petroleum industry is generally opposed to RFS2 and can be expected to continue to press for changes that eliminate or ~~patents~~reduce its impact. Any repeal or reduction in the RFS2 requirements or reinterpretation of RFS2 resulting in Syntroleum’s renewable diesel failing to qualify as a required fuel would have a material adverse effect on Syntroleum’s financial condition and results of operations.

WeThe ~~have~~EPA ~~incurred~~is ~~costs~~required ~~related~~to ~~specifically~~determine tothe volume of biomass-based diesel that will be required each year beginning in 2013 based on the ~~development~~EPA’s ~~and~~consideration ~~design~~of a variety of factors, including biomass-based diesel production, consumption, and infrastructure issues, the ~~Bio~~likely impact of biomass-~~Synfining®~~based diesel production and ~~Syntroleum®~~use ~~Process.~~in ~~These~~a ~~costs~~variety of areas, including ~~which~~climate ~~relate~~change, ~~primarily~~energy tosecurity, ~~engineers~~the ~~and~~agricultural ~~outside~~sector, ~~contract~~air ~~services~~quality, ~~for~~transportation ~~initial~~fuel ~~engineering~~costs, ~~design~~job creation, and ~~development~~water quality, ~~are~~and ~~included~~other infactors. ~~engineering~~RFS2 requires that the biomass-based diesel annual volume requirement be at least 1 ~~costs~~billion gallons in ~~our~~each ~~consolidated~~of ~~statements~~those ofyears. ~~operations~~The biomass-based diesel volume requirement for 2013 was 1.28 billion gallons.

We17 have invested $43.5 million of cash into Dynamic Fuels for our portion of capital expenditures, engineering design, construction and start-up of the plant. In addition, we have made working capital loans of $14.0 million to Dynamic Fuels primarily related to the cost of feedstocks and operating expenses. The investments and working capital loans are recorded net of our share of Dynamic Fuels’ losses on our Consolidated Balance Sheets, under “Investment in and loans to Dynamic Fuels, LLC”.

OnAs ~~June 22,~~of ~~2007,~~the wedate ~~entered~~of ~~into~~this ~~definitive~~Annual ~~agreements~~Report ~~with~~on ~~Tyson~~Form to10-K, ~~form~~the ~~Dynamic~~EPA ~~Fuels~~has not finalized the 2014 Renewable Volume Obligations, toor ~~construct~~RVOs. The EPA has proposed a 2014 and ~~operate~~2015 ~~facilities~~biomass-based diesel RVO of 1.28 billion gallons in each of those years and a reduced Advanced Biofuel RVO of 2 to 2.51 billion gallons rather than the ~~United~~original ~~States~~Energy ~~using~~Independence and ~~our~~Security ~~Bio-Synfining®~~Act ~~Technology~~of 2009, or EISA, volume of 3.75 ~~Dynamic~~billion ~~Fuels~~gallons isfor ~~organized~~2014. Before the RVO can be finalized, the Office of Management and ~~operated~~Budget, ~~pursuant~~or OMB, has to approve EPA’s proposal, based on the ~~provisions~~same offactors ~~its~~outlined ~~Limited~~above. ~~Liability~~Due ~~Company~~to the one ~~Agreement~~year ~~between~~delay publishing the ~~Company~~proposal, which the EPA was required to determine and ~~Tyson~~publish (by November 30, 2012, it is possible that the ~~“LLC~~2014 ~~Agreement”)~~RVOs will be challenged in court which may further delay any final determination of the 2014 RVOs, which could reduce the demand for and price of Syntroleum’s renewable diesel, which could have a negative impact on future revenues and cash flows.

~~The~~Item ~~LLC Agreement provides for management and control of Dynamic Fuels to be exercised jointly by representatives of the Company and Tyson equally with no LLC member exercising control~~1B. ~~This~~Unresolved ~~entity~~Staff is accounted for under the equity method and is not required to be consolidated in our financial statements; however, our share of the Dynamic Fuels net income or loss is reflected in the Consolidated Statements of Operations. Dynamic Fuels has a different fiscal year than us. The Dynamic Fuels fiscal year ends on September 30 and we report our share of Dynamic Fuels results of operations on a three month lag basis. Our carrying value in Dynamic Fuels is reflected in “Investment in and Loans to Dynamic Fuels LLC” in our Consolidated Balance Sheets. As of December 31, 2012, Syntroleum’s total estimate of maximum exposure to loss as a result of its relationships with this entity was approximately $38,659,000, which represents our equity investment in and loans to this entity, net of recognized losses and other equity accounting adjustments, in the amount of $38,407,000 and accounts receivable from this entity in the amount of $252,000. Comments

~~Dynamic Fuels was initially capitalized on July 13, 2007 with $4~~None.25 million in capital contributions from Tyson and $4.25 million in capital contributions from us. Syntroleum contributed an additional $39.25 million and Tyson contributed an additional $41.25 million in cash capital contributions by December 31, 2012. Each member made $14.0 million in working capital loans to the entity by December 31, 2012. The $14.0 million non-interest bearing loans do not have a stated term but will be repaid to each partner upon Dynamic Fuels generating sufficient operating cash flow. On February 15, 2013, Syntroleum made an additional $2.3 million working capital loan to Dynamic Fuels. Tyson made an additional $2.3 million working capital loan (for a total of $4.6 million) on February 19, 2013. We will likely need to fund future working capital needs of Dynamic.

OnItem October 21, 2008, Dynamic Fuels issued tax exempt bonds through the Louisiana Public Facilities Authority in the amount of $100 million at an initial interest rate of 1.3% to fund construction of the plant. The Bonds required a letter of credit in the amount of $100 million as collateral for Dynamic Fuels’ obligations under the Bonds. Tyson agreed under the terms of the Warrant Agreement to provide credit support for the entire $100 million Bond issue for which we issued Tyson warrants to purchase 8,000,000 shares of our common stock for $0.01 per share. Tyson exercised the warrants in 2009. The interest rate for the Bonds is a daily floating interest rate and may change significantly from this amount. In the fourth quarter of 2008, Dynamic Fuels entered into an interest rate swap which had the effect of locking in the interest rate at 2.~~19%~~ ~~for a period of 5 years with declining swap coverage. This debt funding is in addition to the equity contributions provided by each member.~~ Properties

~~The~~We ~~renewable~~lease ~~diesel~~a ~~produced~~corporate byfacility ~~Dynamic~~in ~~Fuels is quality tested and meets ASTM D975 standards for diesel. Our jet fuel meets all petroleum based jet fuel specifications for ASTM D7566~~Tulsa, ~~commercial jet fuel, as well as HRJ-5, military jet fuel~~Oklahoma. The ~~production~~lease ofexpires ~~our fuel was eligible for the $1.00 tax credit per gallon of renewable diesel under the Energy Independence Act and Energy Policy Act of 2005 (“EPAct”)~~ in ~~2010~~April ~~and 2011. EPAct further designated a $0.50 per gallon alternative fuels mixture credit (AFMC) for the production of qualified alternative fuels~~2014, ~~of which Dynamic Fuels’ renewable naphtha qualifies. These tax credits are generated upon mixture~~ with ~~allowed~~escalation ~~motor~~amounts ~~vehicle~~occurring fuels such as petroleum diesel and gasoline. Prior to receiving EPA Part 79 registration on August 16, 2012, Dynamic Fuels’ renewable naphtha was not eligible to generate the $.50 per gallon AFMC. These tax credits are typically renewed at the end of each year in what is known as “tax extenders bills”. These tax credits expired on December 31, 2009 and were not renewed until November 2010, retroactively for 2010 and extended through December 31, 2011. These tax credits again expired unrenewed on December 31, 2011. On January 3, 2013~~, President Obama signed into law the American Taxpayer Relief Act of 2012, which reinstated the credits for 2013 and retroactively reinstated the credits for 2012~~. Dynamic Fuels or its owners will receive a combined total of approximately $23 million for 2012 production from the $1 tax credit and will receive the alternative fuels mixture credit of $0.50 per gallon for a portion of the renewable naphtha also produced during 2012.

16Item 3. Legal Proceedings

~~Table~~In the ordinary course of ~~Contents~~our business we have been a party to legal proceedings, such as the previously described pending patent infringement cases with Neste Oil Oyj.

InThree ~~2011~~lawsuits challenging the Asset Sale have been filed. First, weon ~~received~~December 26, ~~approval~~2013, ~~for~~Daniel ~~registration~~Baxter, on behalf of ~~our~~himself ~~neat~~and ~~renewable~~the ~~diesel~~public ~~from~~stockholders of Syntroleum, filed a putative class action complaint in the ~~Environmental~~ ~~Protection~~District ~~Agency~~Court of Tulsa County, State of Oklahoma. ~~The~~Second, ~~registration~~on December 30, 2013, Philip Crawley, on behalf of himself and the ~~neat~~public stockholders ~~renewable~~of ~~diesel~~Syntroleum, ~~allows~~filed ~~combustion~~a putative class action complaint in ~~regular~~the District Court of Tulsa County, State of Oklahoma. Third, on~~-road~~ ~~engines~~January 10, up2014, toGeorge ~~100~~Kashouh ~~percent~~and ~~renewable~~Thomas ~~fuel~~Victor, ~~which~~on ~~means~~behalf noof ~~blending~~themselves and the public stockholders of Syntroleum, ~~petroleum~~filed ~~based~~a ~~diesel~~putative isclass ~~required~~action complaint in the District Court of Tulsa, State of Oklahoma. InAll ~~2012~~of the lawsuits name as defendants Syntroleum, ~~Dynamic~~each ~~Fuels~~member of Syntroleum’s board of directors, REG, and REG Synthetic; the Baxter lawsuit ~~entered~~also names Syntroleum’s Principal Financial Officer as a defendant. On January 14, 2014, the court issued an order consolidating the first two suits, and on February 12, 2014, the third suit was consolidated. On January 22, 2014, the plaintiffs filed an amended consolidated petition alleging that (1) Syntroleum’s directors breached their fiduciary duties in connection with entering into ~~strategic~~the ~~marketing~~Asset ~~alliance~~Purchase Agreement, ~~commercial~~as ~~off-take~~publicly disclosed on December 17, 2013, by failing to maximize stockholder value, agreeing to onerous and ~~supply~~unreasonable ~~chain~~deal ~~management~~protection ~~agreements~~devices and failing to act in accordance with ~~Mansfield~~their ~~Oil~~duties ~~Company~~of care, loyalty, and good faith, (~~“Mansfield”~~2) Syntroleum, toREG ~~distribute~~and REG Synthetic aided and abetted those alleged breaches of fiduciary duties, and (3) the ~~plants~~combined ~~renewable~~proxy ~~diesel.~~statement/prospectus ~~Mansfield~~omits ~~markets~~material information regarding the proposed transaction and ~~distributes~~is ~~over~~otherwise 2misleading.5 ~~billion~~Based on these allegations, the amended petition ~~gallons~~seeks ofto ~~fueling~~enjoin ~~product~~the ~~per~~Asset ~~year~~Sale, to ~~thousands~~obtain other related declaratory and injunctive relief (including rescission), and to recover the costs of ~~commercial~~the ~~customers~~action, ~~across~~including ~~all~~reasonable 50attorneys’ ~~states~~fees. The Baxter plaintiffs filed an Emergency Motion and Memorandum ~~Canada~~in Support to Expedite Discovery and Shorten Prescribed Time Period for Defendants to Respond to Discovery together with their original complaint, which motion was heard on January 6, 2014 and not granted. On January 24, 2014, the original judge assigned to the consolidated matter recused herself and the matter was re-assigned to another judge. No further hearing dates have been set in connection with the consolidated lawsuits.

~~The~~Item ~~table below compares per gallon full value renewable diesel market prices, which is calculated as the sum of ULSD diesel price plus 1~~4.7 ~~times~~Mine ~~RIN~~Safety to Soy Methyl Ester (“SME”) biodiesel market pricing, to Gulf Coast Ultra Low Sulphur Diesel market pricing and to Dynamic Fuels realized diesel price per quarter. Prices do not include transportation cost. Changing prices in crude oil per barrel are also depicted below. Disclosures

	QuarterEnded3/31/2012		QuarterEnded6/30/12		QuarterEnded9/30/12		QuarterEnded12/31/12
DF Realized Diesel Price per gallon	$	5.50	$	4.89	$	4.73	$	4.16
Full Value Renewable Diesel Market Price per gallon(1)	$	5.63	$	5.19	$	4.87	$	3.99
SME Biodiesel Market Price per gallon	$	4.84	$	4.59	$	4.56	$	4.18
Gulf Coast Ultra Low Sulphur Diesel per gallon	$	3.16	$	2.94	$	3.07	$	3.04
WTI Spot Crude per barrel	$	102.88	$	93.43	$	92.18	$	87.96

Not Applicable.

~~(1)~~18 ~~OPIS Gulf Coast Ultra Low Sulphur Diesel plus mean OPIS RINs times 1.7 per gallon. No transportation cost included.~~

~~Dynamic~~Part ~~Fuels~~II began commercial operations in November of 2010. As of September 30, 2012, the plant had sold 63.0 million gallons of renewable products such as diesel, naphtha, and LPG. Nameplate capacity for the plant is 75.0 million gallons per year. During the year ended September 30, 2012, the plant produced renewable products at an average rate of 49% of nameplate capacity compared to 35% during the year ended September 30, 2011.

~~The~~Item 5. ~~plant~~Market ~~has experienced~~for ~~mechanical~~Registrant’s ~~issues~~Common Equity, ~~hydrogen~~Related ~~supply~~Stockholder ~~disruptions~~Matters and ~~feedstock~~Issuer ~~adulterants~~Purchases ~~all~~ of ~~which~~Equity ~~have contributed to plant down time and higher than expected operational costs. Upgrades to the feedstock pre-treatment area were completed during~~Securities ~~2012. The quality of the feedstock has not impacted the quality of the finished product which has in all cases met or exceeded ASTM standards.~~

~~The~~Stock ~~plant~~Prices. ~~was~~Our ~~placed~~common instock ~~stand-by~~is ~~mode~~traded ~~after~~on ~~completion~~the ofNASDAQ aCapital ~~maintenance~~Market ~~turnaround~~under inthe ~~December,~~symbol ~~2012,~~“SYNM.” ~~primarily~~The ~~because~~table ofbelow ~~economic~~reflects the ~~conditions.~~high ~~Although~~and ~~economic~~low ~~conditions~~closing ~~have~~sales ~~improved~~prices infor ~~2013,~~our ~~the plant~~common ~~remains~~stock infor ~~stand-by~~each ~~mode~~quarter asduring ~~the~~2013 ~~Company~~ and ~~Tyson~~2012 ~~have~~(after ~~not~~giving ~~yet~~effect ~~agreed~~to ~~upon~~a ~~the~~10-for-1 ~~economic~~reverse ~~conditions~~stock ~~required~~split ~~for~~effected ~~plant~~in ~~start-up~~April 2013).

The table below shows average revenue per gallon we receive for the renewable diesel, naphtha and LPG sold and cost of goods sold and operating expenses and general and administrative expenses. The net operating loss per gallon listed below for the fiscal year ended September 30, 2012, corresponds to “Loss from Operations” as reported in the Audited GAAP Dynamic Fuels summarized financial information in Note 4, “Investment in and Loans to Dynamic Fuels, LLC”.


	Sales Price
	High		Low
Year Ended December 31, 2013:
First Quarter	$	5.30	$	3.70
Second Quarter	$	7.20	$	3.52
Third Quarter	$	7.55	$	4.38
Fourth Quarter	$	4.98	$	2.46
Year Ended December 31, 2012:
First Quarter	$	13.60	$	9.70
Second Quarter	$	10.20	$	6.00
Third Quarter	$	8.50	$	6.10
Fourth Quarter	$	7.90	$	3.40

	Quarter Ended12/31/11			Quarter Ended3/31/12			Quarter Ended6/30/12			Quarter Ended9/30/12			Quarter Ended12/31/12
Renewable Products Sold (in millions)		11.0			8.9			4.7			10.6			5.9
% of Design Capacity		58	%		47	%		25	%		56	%		31	%
Revenue $/Gal	$	4.87		$	5.23		$	5.13		$	3.94		$	3.35
Feedstock $/Gal		3.83			3.93			3.94			3.62			3.34
OPEX and General & Administrative per Gal		1.19			1.32			2.19			1.03			1.98
Net Operating Loss per Gal	$	(0.15	)	$	(0.02	)	$	(1.00	)	$	(0.71	)	$	(1.97	)

Record Holders. The 9,959,955 shares of our common stock outstanding at February 28, 2014 were held by approximately 980 record holders.

17Dividends. We have not paid cash dividends since our inception. Any future determination as to dividend policy will be made, subject to Delaware law, at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, business prospects and other factors that our board of directors may deem relevant; provided, that our board of directors intends to make liquidating distributions of available amounts to our stockholders in connection with the Liquidation and Dissolution of Syntroleum, as described in this Annual Report on Form 10-K.

~~Table~~Equity Plan. Our equity plan information required by this item is incorporated by reference to the information in Part III, Item 12 of ~~Contents~~this Annual Report on Form 10-K.

~~Discontinued~~Performance ~~Operations~~Graph

~~Research~~The ~~and~~following ~~Development.~~performance Ingraph ~~2007,~~compares wethe ~~determined~~performance weof ~~had~~our ~~completed~~common stock during the ~~research~~period beginning on December 31, 2008 and ~~development~~ending on ~~activities~~December 31, ~~necessary~~2013 to ~~validate~~(i) the ~~our~~NASDAQ ~~technology~~Stock Market index consisting of United States companies (the “NASDAQ Composite”) (ii) an index consisting of all U.S. and ~~subsequently~~Foreign ~~have~~publicly traded companies listed as non-financial stocks with Standard Industrial Codes 1100-5999, 7000-9999 (iii) our peer group which includes companies focused on ~~commercialization~~renewable products or alternative sources of energy for the same period. The graph assumes a $100 investment in our common stock ~~activities~~and in each of the indexes at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period.

~~Results~~Our peer group consists of ~~Operations~~Pacific Ethanol, Inc., Synthesis Energy Systems, Inc., BioFuel Energy Corp, Renewable Energy Group, Inc., Future Fuels Corp., Solazyme, GEVO, Amyris, KiOR and Codexis. Syntroleum’s past peer group included Andersons Inc., Aventine Renewable Energy Holdings, Inc., Ballard Power Systems, Inc., BioFuel Energy Corporations, Evergreen Energy, Inc., FuelCell Energy Inc., Fuel-Tech, Inc., Headwaters Inc., Pacific Ethanol, Rentech Inc., Synthesis Energy Systems, and Verenium Corporations.

~~Consolidated~~19 ~~Results for the Years Ended December 31~~

Revenues	2012		2011		2010
	(in thousands)
Technology	$	9,600	$	600	$	3,600
Technical Services		1,909		1,719		2,805
Technical Services from Dynamic Fuels		5,228		974		2,005
Royalties from Dynamic Fuels, LLC Plant Production		789		921		—
Other		—		—		—
Total Revenues	$	17,526	$	4,214	$	8,410

LOGO

~~Technology~~20 Revenue. Technology Revenue was $9,600,000, $600,000 and $3,600,000 for the years ended December 31, 2012, 2011 and 2010, respectively. During 2012, $9 million was recognized from earned deferred licensee income and in 2010 $3 million was recognized due to the sale and delivery of technology and equipment. Revenue recognition will be determined on an individual contract basis which typically spans current year timing.

~~Royalty~~Item ~~Revenue~~6. ~~Under~~Selected ~~the~~Financial terms of the master license agreement royalties from the renewable fuel production at the Dynamic Fuels plant are earned at the rate of $0.025 per gallon produced adjusted for inflation and are accrued as earned by Syntroleum. Data

Operating Costs and Expenses	2012		2011		2010
	(in thousands)
Engineering	$	2,571	$	2,236	$	2,871
Depreciation and amortization		186		200		217
Non-cash equity compensation		508		562		1,719
General and administrative and other		5,044		4,265		5,855
Total Operating Costs and Expenses	$	8,309	$	7,263	$	10,662

The following selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 7 of this Annual Report on Form 10-K and our consolidated financial statements and the related notes thereto included in Item 8 of this Annual Report on Form 10-K.

Engineering Expense. The decrease in engineering expenditures in 2011 compared to 2012 and 2010 primarily results from higher third party analytical lab costs related to client projects in 2012 and 2010.


	For the Year Ended December 31,
	2013			2012			2011			2010			2009
	(in thousands, except per share data)
Statement of Operations Data:
Total revenues	$	1,957		$	17,526		$	4,214		$	8,410		$	27,432
Operating income (loss)		(9,338	)		9,217			(3,049	)		(2,252	)		12,469
Income (loss) from continuing operations		(8,644	)		(1,063	)		(16,922	)		(9,633	)		5,160
Income (loss) from discontinued operations		6,391			(38	)		(27	)		97			(122	)
Net income (loss)	$	(2,253	)	$	(1,101	)	$	(16,949	)	$	(9,536	)	$	5,038
Basic and diluted per share amounts -
Income (loss) from continuing operations	$	(0.87	)	$	(0.11	)	$	(1.89	)	$	(1.24	)	$	0.70
Income (loss) from discontinued operations	$	0.64		$	0.00		$	0.00		$	0.01		$	0.00
Net income (loss)	$	(0.23	)	$	(0.11	)	$	(1.89	)	$	(1.23	)	$	0.70

	As of December 31,
	2013			2012			2011			2010			2009
	(in thousands)
Balance Sheet Data:
Working capital	$	11,971		$	16,149		$	22,495		$	12,950		$	27,307
Investment in and loans to Dynamic Fuels, LLC		37,644			38,407			38,643			43,523			27,900
Total assets		51,815			56,745			66,651			59,396			58,861
Deferred revenue		13,365			15,612			24,366			24,300			25,668

~~Non-Cash~~Item ~~Equity Compensation~~7. ~~Equity~~Management’s ~~compensation~~Discussion ~~expense for the vesting of stock compensation awards to employees decreased in 2012~~ and ~~2011~~Analysis ~~compared to 2010. These changes in expense primarily relate to the vesting schedule~~ of ~~performance~~Financial ~~based~~Condition awards granted to all employees in 2008. The vesting of these awards is based on achieving certain milestones associated with the Bio-Synfining® Technology project. A majority of the expense associated with these awards was recognized in 2010 and ~~years~~Results ~~previous to that. We recognized the remaining amount~~ of ~~equity~~ ~~compensation for the milestone based awards in 2012. We will not have equity compensation expense in 2013, unless new awards are granted.~~ Operation

~~General~~Overview ~~and Administrative and Other. General and administrative expenses were higher in 2012 and 2010 when compared to 2011 primarily related to higher legal fees due to litigation.~~

Other Income and Expenses	2012			2011			2010
	(in thousands)
Interest Income	$	22		$	16		$	31
Other Income		6			8			64
Loss in equity of Dynamic Fuels, LLC		(10,012	)		(13,880	)		(5,628	)
Foreign Currency Exchange		(296	)		(17	)		(1,848	)
Income Taxes		—			—			—
Income (Loss) From Discontinued Operations		(38	)		(27	)		97

Our focus is the commercialization of our technologies to produce synthetic liquid hydrocarbons. Operations to date have consisted of activities related to the commercialization of our renewable fuels technology and previously consisted of research and development designed to convert carbonaceous material (biomass, coal, natural gas and petroleum coke) into synthetic liquid hydrocarbons including such products as diesel, jet fuel kerosene, naphtha, and propane.

18Operating Revenues

~~Table~~Our revenues were primarily generated from the sale or transfer of ~~Contents~~our technologies, engineering technical services from third parties and from Dynamic Fuels and royalties from Geismar Facility production. Three customers, Dynamic Fuels, Sasol and Sasol (USA) Corporation, made up 97% of revenue in 2013, with Dynamic Fuels and Sasol making up 97% of revenue in 2012, and 99% of revenue in 2011. In the future, we expect to receive revenue from engineering technical services, royalties and other income from our investment in Dynamic Fuels, sales and licensing of our technologies and product sales or royalties for the use of our technologies in facilities in which we own an equity interest.

~~Interest~~21 ~~Income. The majority of interest income is generated from investment of our current cash balances in money market accounts at the current market rates.~~

~~Foreign~~We ~~Currency~~record ~~Exchange.~~revenue ~~Changes~~related into ~~the~~royalty ~~foreign~~fees ~~currency~~based ~~exchange~~on ~~are~~the ~~due~~production toof ~~fluctuation~~the inGeismar ~~the~~Facility. ~~value~~Income and ofLoss ~~the~~from ~~Australian~~our ~~dollar compared~~investment toin ~~the~~Dynamic ~~U.S.~~Fuels ~~Dollar.~~is ~~The~~recorded ~~foreign~~below ~~currency~~operating ~~changes~~income, ~~result~~as ~~from~~“Equity ~~translation~~in ~~adjustments~~Earnings ~~from~~(Loss) ~~our~~of ~~license~~Dynamic ~~with~~Fuels, ~~the~~LLC”. ~~Commonwealth~~The ofincome ~~Australia~~or ~~which~~loss is ~~denominated~~based inon ~~Australian~~our ~~dollars.~~proportionate ~~These~~equity ~~changes~~ownership ~~have~~of nothe ~~cash~~Geismar ~~impact~~Facility.

~~Income~~Our ~~(Loss)~~future ~~from~~operating ~~Discontinued~~revenues ~~Operations.~~and ~~Changes~~investments in ~~income~~projects ~~from~~will ~~discontinued~~depend ~~operations~~on ~~primarily~~the ~~resulted~~successful ~~from~~commercial ~~lower~~operation ~~than~~of the Geismar Facility. We ~~expected~~expect ~~dismantlement~~our ~~costs~~results inof ~~2010~~operations ~~resulting~~and incash aflows ~~gain~~to ~~from~~be ~~reducing~~affected ~~our~~by ~~asset~~changing ~~retirement~~crude ~~liability~~oil, ~~associated~~natural ~~with~~gas, ~~the~~oils, ~~Catoosa~~fats, ~~Demonstration~~fuel ~~Facility~~and tospecialty ~~zero~~product prices and trends in environmental regulations.

~~Liquidity~~Operating ~~and~~Expenses ~~Capital Resources~~

~~General~~Our operating expenses historically have consisted primarily of engineering (including third party engineering) and general and administrative expenses, which include costs associated with general corporate overhead, compensation expense, legal and accounting expenses and expenses associated with other related administrative functions. Our current workforce consists of engineers and general and administrative employees.

AsWe ofhave ~~December 31,~~also ~~2012,~~recognized wedepreciation ~~had $15,909,000 in cash~~ and ~~cash~~amortization ~~equivalents.~~expense ~~Our~~related ~~current~~to ~~liabilities~~office ~~totaled~~and $1computer equipment,~~108,000~~ asleasehold ~~of December 31,~~improvements ~~2012.~~and patents.

~~Our~~We ~~business~~have ~~plan~~incurred ~~over~~costs ~~the~~related ~~next~~specifically ~~several~~to ~~years~~the ~~includes~~development ~~potential~~and ~~investments~~design inof ~~additional~~the ~~plants~~ Bio-Synfining® and we ~~will need to raise capital to accomplish this plan~~Syntroleum® process. WeThese ~~expect to obtain funding through debt or equity financing~~costs, ~~joint~~which ~~ventures,~~relate ~~license~~primarily ~~agreements and other strategic alliances. If we obtain additional funds by issuing equity, dilution~~ to ~~stockholders~~ ~~may~~engineers ~~occur.~~and Inoutside ~~addition,~~contract ~~preferred~~services ~~stock~~for ~~could be issued without stockholder approval~~design, and ~~the terms of our preferred stock could include dividend~~ development, ~~liquidation, conversion, voting and other rights that~~ are ~~more~~included ~~favorable~~in ~~than~~engineering ~~the~~costs ~~rights of~~in ~~the holders of~~ our ~~common~~consolidated ~~stock.~~statements ~~There~~of ~~can be no assurance as to the availability or terms upon which such financing might be available~~operations.

WeAs ~~expect~~of ~~that~~December 31, 2013, we ~~will~~have invested ~~fund~~$47 ~~additional~~million ~~short-term~~of ~~working~~cash ~~capital~~into ~~needs of~~ Dynamic Fuels ~~through~~for ~~working~~our portion of capital ~~loans~~expenditures, inengineering ~~2013.~~design, Asconstruction ~~stated~~and ~~previously~~start-up of the plant. In addition, we have ~~contributed~~made ~~cash~~working incapital ~~the~~loans ~~amount~~ of $4311.5 6 million to ~~the capital of~~ Dynamic Fuels ~~since~~primarily ~~inception,~~related to ~~have~~the ~~loaned~~cost ~~Dynamic~~of ~~Fuels~~feedstocks ~~$14.0 million~~ and ~~have~~operating ~~receivables~~expenses. ~~due~~The ~~from~~investments ~~Dynamic~~and ~~Fuels~~working ofcapital ~~$252,000.~~loans ~~Although~~are ~~management~~recorded ~~remains~~net ~~positive~~of ~~about~~our ~~the~~share ~~future~~ of Dynamic Fuels,’ iflosses ~~Dynamic~~on ~~Fuels~~our ~~fails to~~Consolidated ~~achieve~~Balance ~~profitability~~Sheets, ~~this~~under ~~entire~~“Investment ~~investment~~in ~~could~~and beloans ~~subject~~ to ~~loss~~Dynamic Fuels, LLC”.

OnCommercial ~~February 15,~~and ~~2013,~~Licensee ~~Syntroleum~~Projects ~~made an additional $2.3 million working capital loan to Dynamic Fuels. Tyson made an additional $2.3 million working capital loan (for a total of $4.6 million) on February 19, 2013.~~

AsFormation & ofCapitalization ~~the date~~ of ~~this Report on form 10-K, the~~ Dynamic Fuels plant is in stand-by mode pending agreement by Tyson and the Company on the required economic conditions for start-up. As start-up costs may require each of us to make additional loans to Dynamic Fuels, receipt of certain tax credits, which were reinstated on January 3, 2013, may play a role in start-up timing.

On ~~March~~June 122, ~~2013~~2007, ~~Syntroleum~~we ~~received~~entered $5into definitive agreements with Tyson to form Dynamic Fuels,~~798,000~~ ~~from~~to ~~sales~~construct ~~proceeds~~and operate facilities in the United States using our Bio-Synfining® technology. Dynamic Fuels is organized and operated pursuant to the provisions of its ~~nominal~~Limited ~~two~~Liability ~~b/d~~Company ~~pilot~~Agreement ~~plant~~between ~~located~~the inCompany and ~~Tulsa,~~Tyson ~~Oklahoma~~(the “LLC Agreement”).

IfThe weLLC ~~are~~Agreement ~~unable~~provides for management and control of Dynamic Fuels to ~~generate~~be ~~funds~~exercised ~~from~~jointly ~~operations,~~by representatives ~~our~~of ~~need~~the Company and Tyson equally with no LLC member exercising control. This entity is accounted for under the equity method and is not required to ~~obtain~~be ~~funds~~consolidated ~~through~~in ~~financing~~our ~~activities~~financial statements; however, our share of the Dynamic Fuels ~~will~~net beincome ~~increased~~or loss is reflected in the Consolidated Statements of Operations. Dynamic Fuels has a different fiscal year than us. The ~~decline~~Dynamic inFuels fiscal year ends on September 30 and we report our ~~stock~~share ~~price~~of Dynamic Fuels results of operations on a three month lag basis. Our carrying value in Dynamic Fuels is reflected in “Investment in and ~~related~~Loans ~~market~~to ~~capitalization~~Dynamic ~~has~~Fuels ~~limited~~LLC” in our Consolidated Balance Sheets. As of December 31, ~~however~~2013, Syntroleum’s total estimate of maximum exposure to loss as a result of its relationships with this entity was approximately $37.8 million, which represents our ~~ability~~equity investment in and loans to ~~raise~~this entity, net of recognized losses and other equity accounting adjustments. Dynamic Fuels was initially capitalized on July 13, 2007 with $4.25 million in capital ~~through~~contributions ~~the~~from ~~sale~~Tyson ofand ~~shares~~$4.25 ofmillion ~~common~~in ~~stock~~capital contributions from ~~our~~us. ~~shelf~~Syntroleum ~~registration~~contributed ~~statement~~an additional $39.25 million and Tyson contributed an additional $41.25 million in cash capital contributions by December 31, 2012. Each member made $14.0 million in working capital loans to the entity by December 31, 2012.

~~Cash~~During ~~Flows~~the year ended December 31, 2013, each partner made additional equity contributions of $3.45 million resulting in total cash and non-cash equity contributions by Syntroleum of $53.56 million and $56.74 million by Tyson. Also during the twelve month period, each partner made additional working capital loans of $7.54 million. Syntroleum will likely be required to fund future working capital of Dynamic Fuels. In conjunction with specific provisions of the retroactive reinstatement of the tax credits, each partner received $10 million of their total portion of the 2012 tax credits as a refund directly from the IRS. The refunds were recorded by

~~2012~~Dynamic vsFuels as repayment of working capital loans. Each partner has remaining outstanding working capital loans to Dynamic ~~2011~~Fuels of $11.6 million. The remaining loans are non-interest bearing and do not have a stated term but will be repaid to each partner upon Dynamic Fuels generating sufficient operating cash flow. On January 14, 2014, Syntroleum and Tyson each made an additional $650,000 working capital loan to Dynamic Fuels and on February 13, 2014 Syntroleum and Tyson each made an additional $400,000 working capital loan to Dynamic Fuels. We expect to fund future working capital needs of Dynamic Fuels.

~~Cash~~22 flows used in operations was $3,539,000 during the year ended December 31, 2012 compared to cash flows used in operations of $4,433,000 during the year ended December 31, 2011. The decrease in cash flows used in operations in 2012 primarily results from the collection of Dynamic Fuels receivables in 2012.

~~Table~~On October 21, 2008, Dynamic Fuels issued tax exempt bonds through the Louisiana Public Facilities Authority in the amount of ~~Contents~~$100 million at an initial interest rate of 1.3% to fund construction of the Geismar Facility. The bonds required a letter of credit in the amount of $100 million as collateral for Dynamic Fuels’ obligations thereunder. Tyson agreed to provide credit support for the entire $100 million bond issue for which we issued Tyson warrants to purchase 800,000 shares of our common stock for $0.10 per share. Tyson exercised the warrants in 2009. The interest rate for the bonds is a daily floating interest rate and may change significantly from this amount. In the fourth quarter of 2008, Dynamic Fuels entered into an interest rate swap which had the effect of locking in the interest rate at 2.19% for a period of 5 years with declining swap coverage, and which matured in October 2013. This debt funding is in addition to the equity contributions provided by each member.

~~Cash~~Operation ~~flows used in investing activities were $3,017,000 during the year ended December 31, 2012 compared to $9,051,000 during the year ended December 31, 2011. We made an equity contribution~~ of ~~$3,000,000 to~~ Dynamic Fuels ~~in 2012 compared to investment in and loans of $9,000,000 in 2011. We may be required to provide additional working capital loans or investments to the plant in 2013 if additional cash is needed.~~

~~Cash~~Dynamic ~~flows~~Fuels ~~used~~began commercial operations in ~~financing~~ ~~activities~~November ~~during~~of ~~the~~2010. ~~year~~The ~~ended~~fuel ~~December 31,~~produced ~~2012~~by ~~was~~Dynamic ~~$136,000~~Fuels ~~compared~~generates to1.7 ~~cash~~RINs ~~flows~~per ~~provided~~gallon. byIts ~~financing~~fuel ~~activities~~can be ofsold ~~$23,572,000~~with inthe ~~2011.~~RIN ~~The~~premium ~~cash~~included ~~flows~~in ~~provided~~our byprice ~~financing~~of ~~activities~~fuel. inThe ~~2011~~Geismar ~~primarily~~Facility ~~relates~~sold to66.8 million ~~the~~gallons ~~public offering~~of inrenewable ~~July~~products ofsuch 15as diesel,~~900~~ naphtha,~~000~~ ~~shares~~and ofLPG ~~our~~from ~~common~~December ~~stock~~2010 ~~and~~to ~~accompanying~~December ~~warrants~~2012. ~~resulting~~Nameplate incapacity ~~net~~for ~~proceeds~~the ofGeismar ~~$23,538,000~~Facility is 75 million gallons per year.

~~2011~~The vsGeismar Facility has experienced mechanical issues, hydrogen supply disruptions and feedstock impurities all of which have contributed to plant down time and higher than expected operational costs. ~~2010~~Upgrades to the feedstock pre-treatment area were completed during 2012. The quality of the feedstock has not impacted the quality of the finished product which has in all cases met or exceeded ASTM standards.

~~Cash~~The ~~flows~~Geismar ~~used~~Facility was placed in ~~operations~~stand-by ~~was~~mode ~~$4,433,000~~after ~~during~~completion of ~~the~~a ~~year~~maintenance ~~ended~~turnaround in December 31, ~~2011~~2012, ~~compared~~primarily tobecause ~~cash~~of ~~flows~~economic ~~used~~conditions, inincluding ~~operations~~without oflimitation, $1falling RIN prices,~~112,000~~ ~~during~~uncertainty regarding the ~~year~~extension ~~ended~~and ~~December 31,~~retroactive ~~2010.~~application ~~The~~of ~~increase in~~federal ~~cash~~tax ~~flows~~credits, ~~used~~and inthe ~~operations~~high inprice ~~2011~~of feedstocks. ~~primarily~~Although ~~results~~economic ~~from~~conditions ~~the~~have ~~collection~~improved ofin $32013,~~000,000~~ inthe ~~revenues~~plant ~~from~~remains ~~technology~~in ~~transfer~~stand-by ~~agreements~~mode inas ~~2010~~the Company and Tyson have not ~~collecting~~yet ~~Dynamic~~agreed ~~Fuels~~upon ~~receivables~~the inconditions ~~2011~~necessary for plant start-up.

~~Cash~~On ~~flows~~February 25, ~~used~~2013, inthe ~~investing~~Dynamic ~~activities~~Fuels ~~were~~management ~~$9,051,000~~committee ~~during~~approved ~~the~~a ~~year~~resolution ~~ended~~to ~~December 31,~~replace ~~2011~~the ~~compared~~HI tocatalyst ~~$21,264,000~~at ~~during~~a ~~the year~~total ~~ended~~cost ~~December 31,~~of ~~2010~~$7.3 million. WeInstallation ~~extended~~of athe ~~working~~new ~~capital~~catalyst ~~loan~~was ofcompleted $9by June 28,~~000,000~~ to2013. ~~Dynamic~~While ~~Fuels~~the inGeismar ~~2011~~Facility ~~compared~~is toready ~~our~~for ~~2010~~commercial ~~equity~~operation, ~~investment~~the ofDynamic ~~$16,250,000~~Fuels ~~and~~management ~~working~~committee ~~capital~~has ~~loan~~not ofdetermined ~~$5,000,000~~a re-start date.

~~Cash~~Renewable ~~flows~~Diesel provided by financing activities during the year ended December 31, 2011 was $23,572,000 compared to $9,877,000 in 2010. The cash flows provided by financing activities in 2011 primarily relates to the public offering in July of 15,900,000 shares of our common stock and accompanying warrants resulting in net proceeds of $23,538,000. The cash provided by financing activities in 2010 is primarily due to net proceeds received from sales of 1,135,374 shares of our common stock to Fletcher at a price of $2.64 per share and sales of 3,948,374 shares of our common stock to Energy Opportunity Ltd at a stock price of approximately $1.77.

~~Contractual~~The renewable ~~Obligations~~diesel produced by Dynamic Fuels is quality tested and meets ASTM D975 standards for diesel. Its jet fuel meets all petroleum based jet fuel specifications for ASTM D7566, commercial jet fuel, as well as HRJ-5, military jet fuel. Diesel produced at the Geismar Facility was eligible for the $1.00 tax credit per gallon of renewable diesel under the EPAct in 2010 and 2011. The EPAct further designated a $0.50 per gallon alternative fuels mixture credit (AFMC) for the production of qualified alternative fuels, of which Dynamic Fuels’ renewable naphtha qualifies. These tax credits are generated upon mixture with allowed motor vehicle fuels such as petroleum diesel and gasoline. Prior to receiving EPA Part 79 registration on August 16, 2012, Dynamic Fuels’ renewable naphtha was not eligible to generate the $.50 per gallon AFMC. These tax credits are typically renewed at the end of each year in what is known as “tax extenders bills”. These tax credits expired on December 31, 2009 and were not renewed until November 2010, retroactively for 2010 and extended through December 31, 2011. These tax credits again expired on December 31, 2011. On January 3, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which reinstated the credits for 2013 and retroactively reinstated the credits for 2012. Dynamic Fuels or its owners will receive a combined total of approximately $23 million for 2012 production from the $1 tax credit and will receive the alternative fuels mixture credit of $0.50 per gallon for a portion of the renewable naphtha also produced during 2012.

~~The~~23 ~~following table sets forth our contractual obligations as of December 31, 2012:~~

Contractual Obligations	Payments Due by Period(In thousands)
	Total		Less than 1year		1-3 years		4-5 years		After 5years
Operating Lease Obligations	$	199	$	101	$	50	$	18	$	30
Asset Retirement Obligations		603		—		603		—		—
Total	$	802	$	101	$	653	$	18	$	30

~~Our~~In ~~operating~~2011, ~~leases~~Dynamic ~~include~~Fuels ~~leases~~received approval for ~~corporate~~registration ~~headquarters~~of our neat renewable diesel from the EPA. The registration of the neat renewable diesel allows combustion in regular on-road engines up to 100 percent renewable fuel, ~~demonstration~~which means no blending of petroleum based diesel is required. In 2012, Dynamic Fuels entered into strategic marketing alliance, commercial off-take and supply chain management agreements with Mansfield Oil Company (“Mansfield”) to distribute the plants renewable diesel. Mansfield markets and ~~software~~distributes over 2.5 billion gallons of fueling product per year to thousands of commercial customers across all 50 states and Canada.

OnThe ~~March 1,~~table ~~2013~~below ~~Syntroleum~~compares ~~sold~~per ~~its~~gallon ~~pilot~~full ~~plant for $5,798,000. Syntroleum had no carrying~~ value ~~for~~renewable ~~the pilot plant~~diesel ~~since~~market ~~all~~prices, ~~costs~~which ~~incurred~~is ~~had~~calculated ~~been expensed~~ as ~~research and development. As such,~~ the ~~total~~sum ~~amount~~ of ~~proceeds~~ULSD ~~will~~diesel beprice ~~recognized~~plus as1.7 atimes ~~gain~~RIN into ~~the~~Gulf ~~first~~Coast ~~quarter~~Ultra ofLow ~~2013.~~Sulphur InDiesel ~~connection~~market ~~with~~pricing ~~this~~and ~~sale,~~to ~~the~~Dynamic ~~previously~~Fuels ~~recognized~~realized ~~asset~~diesel ~~retirement obligation~~price ofper ~~$603,000,~~quarter ~~reported~~for inthe ~~“Noncurrent~~calendar ~~Liabilities~~year of2012. ~~Discontinued~~The ~~Operations”~~Geismar inFacility ~~the~~did not ~~Consolidated~~operate ~~Balance~~during ~~Sheet,~~calendar ~~will~~year ~~also~~2013. bePrices ~~recognized~~do asnot ainclude ~~gain~~transportation incost. ~~the~~Changing ~~first~~prices ~~quarter~~in ofcrude ~~2013.~~oil Inper ~~addition,~~barrel ~~the~~are ~~associated~~also ~~lease~~depicted ~~was cancelled~~below.

We have entered into employment agreements, which provide severance cash benefits to several key employees totaling approximately $2,208,000 at December 31, 2012. The expense is not recognized until an employee is severed.


	Quarter Ended 3/31/2012		Quarter Ended 6/30/12		Quarter Ended 9/30/12		Quarter Ended 12/31/12
DF Realized Diesel Price per gallon	$	5.50	$	4.89	$	4.73	$	4.16
Full Value Renewable Diesel Market Price per gallon(1)	$	5.63	$	5.19	$	4.87	$	3.99
Gulf Coast Ultra Low Sulphur Diesel per gallon	$	3.16	$	2.94	$	3.07	$	3.04
WTI Spot Crude per barrel	$	102.99	$	93.29	$	92.17	$	88.05

We(1) asOPIS ~~licensor,~~Gulf ~~entered~~Coast ~~into~~Ultra aLow ~~Bio-Synfining~~Sulphur ~~Master~~Diesel ~~License~~plus ~~Agreement~~mean onOPIS ~~June 22,~~RINs ~~2007,~~times ~~with Dynamic Fuels, LLC~~1.7 ~~Under~~per ~~this license agreement at the request of the licensee we must execute a Site License Agreement in favor of licensee for licensee’s use of our Bio-Synfining® Technology~~gallon. ~~On June 27,~~No ~~2012,~~transportation wecost entered into a Site License Agreement with Dynamic Fuels for the use of our Bio-Synfining® Technology at the Geismar plant and the process guarantee and performance test provisions contained therein were waived and deemed unnecessary by Dynamic Fuelsincluded. For purposes of the Warrant Agreement dated June 22, 2007 between Syntroleum and Tyson Foods, Inc., the First Plant Commercial Operation Date as defined in the Warrant Agreement was deemed to be June 27, 2012.

~~Equity~~Note: ~~Issuances~~Table does not include the $1.00 per gallon tax credit which was retroactively reinstated in January 2013, which resulted in approximately $26.8 million of income to Dynamic Fuels during 2013.

~~Common~~Discontinued ~~Stock~~Operations Offering. On July 6, 2011, the Company closed the issuance and sale of 15,900,000 shares of its common stock and accompanying warrants to purchase a total of 7,950,000 shares of common stock. A combination of one share of common stock and a five year warrant to purchase 0.5 shares of common stock was sold in the offering for a combined public offering price of $1.58 per share, less underwriting discounts and commissions payable by the Company. The black-scholes valuation of the warrants granted is $11,614,000. The underwriter, JMP Securities LLC, purchased the common stock and warrants at a discounted price of $1.49 per combination, representing a 5.7% discount to the public offering price. Cash proceeds received by the Company, after the payment of underwriter commission and expenses and offering expenses, were approximately $23,538,000.

20In 2007, we determined we had completed the research and development activities necessary to validate our technology and subsequently have focused on commercialization activities. Income from discontinued operations for the year ended December 31, 2013 includes $5,798,000 in proceeds from the sale of our nominal two b/d pilot plant in Tulsa, Oklahoma and $603,000 from the previously accrued asset retirement obligations from which Syntroleum was released in connection with the sale. The pilot plant had no carrying value as all costs incurred had been expensed as research and development.

~~Table~~Results of ~~Contents~~Operations

~~Fletcher~~Consolidated ~~International~~Results Ltd. The Company and Fletcher entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated October 14, 2009 whereby Fletcher could purchase up to $12,000,000 of our common stock at a price of approximately $2.6423 per share. With each common stock purchase, Fletcher also received a warrant, exercisable for ~~a period of six years, to purchase~~ the ~~number~~Years ofEnded ~~shares of our common stock equal to the product of 1.25 times the number of shares of our common stock purchased, with an exercise price of $3.30. On October 14, 2009,~~ December ~~30,~~31 2009 and April 20, 2010 Fletcher purchased a total of 4,541,497 shares of our common stock. Warrants were issued with each stock purchase to purchase a total of 5,676,871 shares of our common stock at an exercise price of $3.3029 per share. The warrants expire between October 14, 2015 and April 20, 2016. The warrants were deemed to have a fair value of approximately $10.2 million at the date of issuance and were recorded as additional paid-in capital. The Company received net proceeds of approximately $11.6 million, after deducting fees and expenses of the offering payable by us.

Fletcher is subject to an ownership limitation of 4.95% of the outstanding shares of common stock (“Ownership Limitation”), under which Fletcher is prohibited from consummating any subsequent closing or exercising any warrant where such closing or exercise would cause Fletcher to exceed the Ownership Limitation, or from otherwise exceeding the Ownership Limitation through other avenues, including the purchase of shares in the public market.


Revenues	2013		2012		2011
Revenues	(in thousands)
Technology	$	100	$	9,600	$	600
Technical Services		1,388		1,909		1,719
Technical Services from Dynamic Fuels, LLC		469		5,228		974
Royalties from Dynamic Fuels, LLC Plant Production		—		789		921

Total Revenues	$	1,957	$	17,526	$	4,214

~~Tyson~~Technology Revenue. Technology Asrevenue anwas ~~incentive~~$100,000, to$9,600,000 ~~Tyson~~and $600,000 for ~~entering into~~ the ~~Dynamic~~years ~~Fuels~~ended December 31, ~~joint venture~~2013, ~~Tyson~~2012 ~~received~~and ~~warrants~~2011, ~~to buy the Company’s common stock~~respectively. The ~~warrants~~revenue ~~are~~recognized ~~allocated~~during in2013 ~~three tranches. The first tranche of 4.25 million shares~~ was ~~awarded~~associated ~~upon~~with ~~signing of~~ the ~~LLC~~nominal ~~Agreement,~~two ~~Feedstock~~b/d ~~and~~pilot ~~Master~~plant ~~License~~which ~~Agreements~~was sold in ~~June~~March ~~2007~~2013. ~~The~~We ~~Warrant Agreement~~recognized ~~provides~~$9 ~~that the second tranche of 2.5~~ million ~~shares will be issued upon sanctioning~~ of ~~the~~license ~~second~~income ~~plant~~in ~~and~~2012 ~~the~~as ~~third~~a ~~tranche~~result of ~~1.5 million shares will be issued upon sanctioning of~~ the ~~third plant~~ expiration, ~~provided that Tyson has at least a 10% interest~~ in ~~Dynamic~~2012, ~~Fuels.~~of ~~The~~certain ~~exercise~~license ~~price~~agreements ofthat ~~the~~had ~~first~~previously ~~tranche~~given ofrise ~~4.25 million~~to ~~warrants~~deferred ~~is $2~~income.87 ~~per~~In ~~share~~1997, ~~which~~we ~~was~~entered ~~the~~into ~~ten-day~~these ~~average~~license ~~closing price prior to the signing of the above referenced~~ agreements ongranting ~~June 22, 2007.~~parties ~~The exercise price of~~ the ~~second~~right ~~and~~to ~~third~~use ~~tranches~~certain of ~~warrants~~our ~~will~~patent berights ~~the~~and ~~ten-day~~technical ~~average~~information ~~closing price prior~~ to design, ~~the~~construct, ~~sanctioning~~operate, ofand ~~plants~~maintain 2licensed ~~or 3~~facilities. ~~Vesting~~In ~~requires~~accordance ~~that~~with ifAccounting onStandards ~~the~~Codification ~~anniversary~~605 ofRevenue ~~the~~Recognition ~~first~~(ASC ~~plant commercial operations date~~605), ~~Tyson~~ ~~remains~~we atrecorded ~~least~~ a ~~10%~~portion ~~equity owner in Dynamic Fuels (in the case~~ of the ~~first~~license ~~tranche)~~fees ~~and~~paid into ~~the~~us ~~applicable~~pursuant ~~plant~~to ~~(in~~these ~~the~~license ~~case~~agreements ~~of the second and third tranches), and that each plant has commenced commercial operation. Commercial operation is~~as ~~defined~~deferred asincome ~~the~~because ~~date on which~~ the ~~Plant~~earnings ~~achieves~~process ~~operations~~was ~~for~~not ~~commercial~~complete ~~purposes~~with ~~after~~respect to the ~~completion~~license offees ~~commissioning~~so ~~and satisfaction of performance tests~~deferred. The ~~first~~portion ~~plant commercial operation date was deemed to be June 27, 2012. Warrants will expire on June 27, 2015. If 25% or more~~ of the ~~project~~license ~~cost~~fees ~~for~~recorded ~~the~~as ~~third~~deferred ~~plant~~income iswere ~~debt~~subject ~~financed,~~to ~~then~~offset ~~the~~and/or ~~third~~indemnity ~~warrant~~obligations ~~tranche~~in ~~will not vest. In~~ the event that ~~Tyson owns a 90% or greater interest in Dynamic Fuels~~ the ~~number of shares~~ ~~subject~~licensees tocompleted ~~the~~construction ~~second~~of ~~and~~facilities ~~third~~prior ~~warrant tranche doubles subject~~ to athe ~~limitation~~expiration ~~that Tyson will not receive pursuant to all tranches warrants for stock equal to or more than 20%~~ of the ~~outstanding~~license ~~shares of Syntroleum common stock~~agreements. InWe recognized the ~~event Tyson~~revenue ~~defaults~~in by2012 ~~not~~when ~~paying its capital contributions to~~ the ~~plant,~~term ~~Tyson~~of ~~loses~~ the ~~warrants~~license ~~for~~agreements ~~such~~expired ~~plant.~~without ~~These~~site ~~warrants~~licenses ~~are~~being ~~accounted~~executed, ~~for~~since inwe ~~accordance~~were ~~with~~under ~~FASB~~no obligation ~~ASC~~to ~~Topic~~return ~~505~~the ~~Equity-Based~~license ~~Payments~~fees topaid ~~Non-Employees.~~and ~~Warrants~~had ~~granted~~no ~~to non-employees~~additional ~~that~~obligations ~~are tied~~ to ~~performance~~perform ~~criteria~~under ~~are expensed at~~ the ~~time~~expired ~~the~~license ~~performance goals are met~~agreements.

On24 June 30, 2008, the Company and Tyson entered into a Warrant Agreement providing for the issuance of warrants to Tyson to purchase shares of the Company’s common stock in exchange for credit support relating to the obligations of Dynamic Fuels. Dynamic Fuels received approval from the Louisiana State Bond Commission to issue up to $100 million of certain Gulf Opportunity Tax Exempt Bonds originated by the Louisiana Public Facilities Authority (the “Bonds”). On October 21, 2008 the issuance of the Bonds occurred and required a letter of credit in the amount of $100 million as collateral for Dynamic Fuels’ obligations under the Bonds. Tyson agreed under the terms of the Warrant Agreement to provide credit support for the entire $100 million Bond issue for which we issued Tyson warrants to purchase 8,000,000 shares of our common stock for $0.01 per share. The warrants were exercised on April 16, 2009. These warrants are accounted for in accordance with FASB ASC Topic 505 Equity-Based Payments to Non-Employees. The measurement date is the date of issuance, October 21, 2008. We valued the warrants at $8.6 million and have recorded them as an additional cost of our Investment in and Loans to Dynamic Fuels on our Consolidated Balance Sheets. This additional cost in our investment results in a difference between our cost and our share of the underlying equity of Dynamic Fuels. We amortize the basis difference to Earnings or Loss from Dynamic Investment in our Consolidated Statement of Operations over the life of the Bonds, 25 years.

~~New~~Technical ~~Accounting~~Services ~~Pronouncements~~Revenue. Revenues from engineering services were $1,388,000, $1,909,000 and $1,719,000 for the years ended December 31, 2013, 2012 and 2011, respectively. We expect to continue to earn revenues for engineering services to clients on an individual contract basis in 2014.

~~See~~Technical ~~“Note~~Services 1Revenue ~~Summary~~from ofDynamic ~~Significant Accounting~~Fuels. ~~Policies”~~Revenues offrom ~~the~~engineering ~~Notes~~services towere ~~Consolidated~~$469,000, ~~Financial~~$5,228,000 ~~Statements~~and in$974,000 ~~Item~~for the years ended December 8.31, ~~Financial~~2013, ~~Statements~~2012 and ~~Supplementary~~2011, ~~Data~~respectively. ~~for~~In a2012, ~~full~~we ~~description~~recognized of$3.7 ~~recent~~million ~~accounting~~in ~~pronouncements~~previously-unrecognized ~~including~~technical ~~the~~services ~~respective~~revenue ~~expected~~from ~~dates~~Dynamic Fuels. Pursuant to the terms of ~~adoption~~a settlement agreement entered into with Dynamic Fuels and ~~effects~~Tyson onin ~~Consolidated~~June ~~Balance~~2012, ~~Sheets~~Dynamic ~~and~~Fuels ~~Consolidated~~recognized ~~Statements~~the ofobligation ~~Income~~to pay us this technical services revenue. Prior to that time, in accordance with ASC 605, we did not recognize this revenue as collection was not reasonably assured.

21Royalty Revenue. Under the terms of the master license agreement royalties from the renewable fuel production at the Geismar Facility are earned at the rate of $0.025 per gallon produced adjusted for inflation and are accrued as earned by Syntroleum. Because the Geismar Facility was in standby mode during the entire year of 2013, no royalties were earned during this time.


Operating Costs and Expenses	2013		2012		2011
Operating Costs and Expenses	(in thousands)
Engineering	$	2,280	$	2,571	$	2,236
Depreciation and amortization		180		186		200
Non-cash equity compensation		475		508		562
General and administrative and other		8,360		5,044		4,265

Total Operating Costs and Expenses	$	11,295	$	8,309	$	7,263

~~Critical~~Engineering ~~Accounting~~Expense. The ~~Policies~~increase in engineering expenditures in 2012 compared to 2013 and ~~Estimates~~2011 primarily results from higher third party analytical lab costs related to client projects in 2012.

~~The~~Non-Cash ~~preparation~~Equity Compensation. Equity compensation expense for the vesting of ~~financial~~stock ~~statements~~compensation inawards ~~accordance~~to ~~with~~employees ~~generally~~relates ~~accepted~~to ~~accounting~~the ~~principles~~vesting, ~~requires~~in ~~management~~those years, of performance based awards granted to ~~make~~all ~~estimates and~~employees ~~use~~in ~~assumptions~~2008 that ~~affect~~were ~~reported~~linked ~~amounts~~to certain milestones associated with our Bio-Synfining® technology project. WeA ~~believe~~majority ~~that~~of the ~~following~~expense ~~items~~associated ~~represent~~with ~~our~~these ~~critical~~awards ~~accounting~~was ~~policies~~recognized in years prior to 2011 and ~~estimates:~~we recognized the remaining amount of equity compensation for the milestone based awards in 2012. The 2013 expense primarily relates to restricted stock units granted for annual independent director fees.

~~Revenue~~General ~~Recognition~~and Administrative and Other. General Weand ~~recognize~~administrative ~~revenues~~expenses ~~from~~were ~~technical~~higher ~~services~~in ~~provided~~2013 asand ~~such~~2012 ~~services~~when ~~are~~compared ~~rendered.~~to We2011 primarily ~~recognize~~related ~~revenue~~to ~~for~~higher ~~royalty~~legal fees ~~upon~~due ~~production~~to oflitigation ~~finished~~and ~~product~~the bycontemplated ~~the~~Asset ~~licensee.~~ Sale

We recognized revenues from the transfer of technology documentation to customers or through licensing structures. Any deposits or advance payments for the technology documentation is recorded as deferred revenue in the consolidated balance sheets until recognized as revenue in the consolidated statement of operations. The Company recognizes revenue on the transfer of technology documentation upon the physical transfer of the technology documentation by the Company to the customer pursuant to the terms of the specific agreement.


Other Income and Expenses	2013			2012			2011
Other Income and Expenses	(in thousands)
Interest Income	$	8		$	22		$	16
Other Income		8			6			8
Equity in Loss of Dynamic Fuels, LLC		(1,569	)		(10,012	)		(13,880	)
Foreign Currency Exchange		2,247			(296	)		(17	)
Income Taxes		—			—			—
Income (Loss) From Discontinued Operations		6,391			(38	)		(27	)

~~Stock-Based~~25 Compensation. We account for employee stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally three years) using the straight line method.

~~Asset~~Interest ~~Retirement Obligations~~Income. The Wemajority ~~follow FASB ASC Topic 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value~~ of ainterest ~~liability~~income ~~for an asset retirement obligation in the period in which it~~ is ~~incurred~~generated ~~and~~from ~~a corresponding increase in~~ the ~~carrying~~investment ~~amount~~ of ~~the related long-lived asset. The standard requires that we record the~~ ~~discounted~~our ~~fair~~current ~~value~~cash ofbalances ~~the~~in ~~retirement~~money ~~obligation~~market asaccounts ~~a liability~~ at the ~~time~~current ~~the~~market ~~plants are constructed~~rates. The asset retirement obligations consist primarily of costs associated with the future plant dismantlement of our pilot plant. As the pilot plant is directly related to research and development activities and has been expensed accordingly, no corresponding amount is capitalized as part of the related property’s carrying amount. The liability accretes over time with a charge to accretion expense.

OnEquity ~~March 1~~in Loss of Dynamic Fuels, ~~2013~~LLC. Our ~~Syntroleum~~50% share ~~sold~~of ~~its~~Dynamic ~~pilot~~Fuels’ ~~plant~~loss for $5its year ended September 30,~~798,000.~~ ~~Syntroleum~~2013 ~~had~~decreased nocompared ~~carrying~~to ~~value~~2012 ~~for the~~and ~~pilot~~2011 ~~plant~~due ~~since~~to ~~all~~the ~~costs~~retroactive ~~incurred~~reinstatement ~~had~~of ~~been~~the ~~expensed~~2012 astax ~~research~~credits ~~and~~in ~~development.~~2013, Aspartially ~~such~~offset by operating losses, notwithstanding the non-operational ~~total~~status ~~amount~~ of ~~proceeds~~the ~~will~~Geismar beFacility. ~~recognized~~Loss asfrom aour ~~gain~~investment in ~~the~~Dynamic ~~first~~Fuels was $3,526,000 and $1,569,000 for the quarter ofand twelve months ended September 30, 2013, respectively. InThis ~~connection~~compares ~~with~~to ~~this~~a ~~sale~~loss of $4,275,000 and $10,012,000 for the ~~previously~~same ~~recognized~~periods ~~asset retirement~~in ~~obligation~~2012 and a loss of $~~603~~1,594,000 and $13,880,000 ~~reported~~for the same periods in ~~“Noncurrent~~2011. ~~Liabilities~~Dynamic Fuels’ revenues were approximately $46,000,000 with operating expenditures of ~~Discontinued~~approximately ~~Operations”~~$48,000,000 inand ~~the~~other ~~Consolidated~~expense ~~Balance~~of approximately ~~Sheet~~$1,200,000 ~~will~~for ~~also~~the betwelve ~~recognized~~months asended aSeptember 30, ~~gain~~2013. inWe ~~the~~report ~~first~~our ~~quarter~~50% share of ~~2013~~Dynamic Fuels results of operations on a three month lag basis.

~~Critical~~Foreign ~~Estimates~~Currency Exchange. Changes ~~The preparation of financial statements~~ in ~~conformity with accounting principles generally accepted in~~ the ~~United~~ ~~States~~foreign ofcurrency ~~America~~exchange ~~requires~~are ~~management~~due to ~~make~~fluctuation ~~estimates~~in ~~and assumptions that affect~~ the ~~reported~~value ~~amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~Australian ~~of the financial statements and the reported~~dollar ~~amounts~~compared ofto ~~revenues and expenses during~~ the ~~reporting~~U.S. ~~period~~Dollar. ~~Some~~The offoreign ~~the~~currency ~~more~~changes ~~significant~~result ~~estimates~~from ~~made~~translation byadjustments ~~management~~from ~~include,~~our ~~but~~license ~~are~~with ~~not limited to,~~ the ~~valuation~~Commonwealth of ~~stock-based~~Australia ~~compensation,~~which ~~estimates~~is ~~for~~denominated ~~accrued~~in ~~liabilities~~Australian ~~and estimates for asset retirement obligations~~dollars. ~~Actual~~These ~~results~~changes ~~could~~have ~~differ~~no ~~from~~cash ~~these estimates~~impact.

~~Item 7A~~Income (Loss) from Discontinued Operations. During ~~Quantitative~~the ~~and~~year ended December 31, 2013, we recognized income of $6,391,000 from ~~Qualitative~~the ~~Disclosures~~sale ~~about~~of ~~Market~~our ~~Risk~~nominal two b/d pilot plant in Tulsa, Oklahoma which includes $5,798,000 in proceeds and $603,000 from the previously accrued asset retirement obligations from which Syntroleum was released in connection with the sale.

~~Prices~~Liquidity ~~for crude oil, natural gas, coal, vegetable oils~~ and ~~fats,~~ ~~RINs~~Capital ~~and~~Resources other commodities create a market risk for margin economics associated with our Technologies because the feedstocks we use and the products we produce competed in the petroleum markets. Higher than anticipated operating expense, downtime or both could also adversely affect operating results. Prices for oil, natural gas, coal, biomass, fats, greases, vegetable oils, RINs and refined products are subject to wide fluctuation in response to relatively minor changes in the supply and demand, market uncertainty, mandate levels and a variety of additional factors beyond our control.

WeGeneral expect that we will need to raise substantial additional capital to accomplish our business plan over the next several years. We expect to obtain additional funding through debt or equity financing in the capital markets, joint ventures, license agreements and other strategic alliances, as well as various other financing arrangements. If we obtain additional funds by issuing equity securities, dilution to stockholders may occur. In addition, preferred stock could be issued in the future without stockholder approval, and the terms of our preferred stock could include dividend, liquidation, conversion, voting and other rights that are more favorable than the rights of the holders of our common stock. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

22As of December 31, 2013, we had $11,400,000 in cash and cash equivalents and current liabilities of $806,000.

~~Table~~On March 1, 2013, Syntroleum received $5,798,000 from sales proceeds of ~~Contents~~its nominal two b/d pilot plant located in Tulsa, Oklahoma.

~~Foreign~~We ~~exchange~~have ~~risk~~and ~~currently~~will ~~relates~~continue to ~~non-cash~~fund ~~deferred~~additional ~~revenue,~~short-term aworking ~~portion~~capital needs of ~~which~~Dynamic ~~is denominated~~Fuels inthrough ~~Australian~~working ~~dollars.~~capital ~~Financial statement assets and liabilities may be translated at prevailing exchange rate and may result in gains or losses in current income~~loans. ~~Monetary~~As ~~assets and liabilities are translated into United States~~stated ~~dollars~~previously, atas ~~the rate~~ of ~~exchange~~December 31, in2013, ~~effect~~we athave ~~the~~contributed ~~balance~~cash ~~sheet date. Transaction gains and losses that arise from exchange rate fluctuations applicable to transactions denominated~~ in ~~a currency other than~~ the ~~United~~amount ~~States~~of ~~dollar~~$47 ~~are~~million ~~included~~to in the ~~results~~ ofcapital ~~operations as incurred. The portion~~ of ~~deferred~~Dynamic ~~revenue~~Fuels ~~denominated~~since ininception ~~Australian~~and ~~currency~~have ~~was~~outstanding ~~U.S.~~working ~~$15,556,500~~capital atloans ~~December 31,~~of ~~2012~~$11.6 ~~The deferred revenue is converted to U~~million.S. ~~dollars~~Although ~~for~~management ~~financial~~remains ~~reporting~~positive ~~purposes at~~ about the ~~end~~future of ~~every~~ ~~reporting~~Dynamic ~~period.~~Fuels, Toif ~~the~~Dynamic ~~extent~~Fuels ~~that~~fails ~~conversion~~to ~~results~~achieve ~~in gains or losses~~profitability, ~~such~~this ~~gains~~entire orinvestment ~~losses~~could ~~will~~ be ~~reflected~~subject ~~in our statements of operations. The exchange rate of the Australian dollar~~ to ~~the United States dollar was $1~~loss.04 ~~and $1.02 at December 31, 2012 and December 31, 2011, respectively.~~

WeOn January 14, do2014, ~~not~~Syntroleum ~~have~~and ~~any~~Tyson ~~purchased~~each ~~futures~~made ~~contracts~~an oradditional ~~any derivative financial instruments~~$650,000 ~~other~~working ~~than~~capital ~~warrants~~loan ~~issued~~ to ~~purchase~~Dynamic ~~common~~Fuels ~~stock~~and aton aFebruary 13, ~~fixed~~2014 ~~price~~each inmade ~~connection~~an ~~with~~additional ~~private~~$400,000 ~~placements~~working ~~and~~capital ~~other~~loan ~~equity~~to ~~offerings~~Dynamic Fuels.

~~Item 8.~~As ~~Financial~~of ~~Statements~~the date of this Annual Report on Form 10-K, the Geismar Facility is in stand-by mode pending agreement by Tyson and ~~Supplementary~~Syntroleum ~~Data~~on the required economic conditions for start-up. Start-up costs may require each of us to make additional loans to Dynamic Fuels.

~~Our~~In our consolidated financial statements, ~~together~~for ~~with~~ the ~~report~~fiscal ~~thereon~~years ofended ~~HoganTaylor LLP dated March~~December 1531, 2013, ~~are~~the ~~set~~Report ~~forth~~of onthe ~~pages~~Independent ~~F-1~~Registered ~~through~~Public ~~F-17~~Accounting ~~hereof.~~Firm ~~See~~includes ~~Item 15~~an ~~for~~explanatory anparagraph ~~index~~that todescribes substantial doubt about our ability to continue as a going concern. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

~~Item 9~~If we are unable to generate funds from operations and the Asset Sale is not completed, our need to obtain funds through financing activities will be increased. ~~Changes~~However, the decline in our stock price and ~~Disagreements~~related ~~with~~market ~~Accountants~~capitalization onhas ~~Accounting~~limited ~~and Financial~~our ~~Disclosure~~ability to raise capital through the sale of shares of common stock from our shelf registration statement.

~~None.~~26

~~Evaluation~~Cash ofFlows Disclosure Controls and Procedures. In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2012 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

~~Changes~~2013 ~~in Internal Controls~~vs. ~~There has been no change in our internal control over financial reporting that occurred during the three months ended December 31,~~ 2012 ~~that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.~~

~~Management’s~~Cash ~~Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such~~flows ~~term~~used ~~is defined~~ in ~~Exchange~~operations ~~Act~~was ~~Rules~~$8,255,000 ~~13a-15(f)~~during ~~and 15(d)-15(f). Under~~ the ~~supervision~~year ~~and~~ended ~~with the participation of our management~~December 31, ~~including~~2013 ~~our~~compared ~~Chief~~to ~~Executive~~cash ~~Officer~~flows ~~and~~used ~~Principal~~in ~~Financial~~operations ~~Officer~~of $3,539,000 weduring ~~conducted an evaluation of~~ the ~~effectiveness~~ ofyear ~~our~~ended ~~internal control over financial reporting as of~~ December 31, 2012. ~~based~~The onincrease ~~the framework~~ in ~~“Internal~~cash ~~Control-Integrated~~flows ~~Framework”~~used ~~issued~~in byoperations ~~the~~in ~~Committee~~2013 ofprimarily results ~~Sponsoring~~from ~~Organizations~~increased oflegal ~~the~~fees ~~Treadway~~associated ~~Commission. Based~~with onongoing ~~our~~litigation ~~evaluation~~and ~~under~~ the ~~criteria~~contemplated ~~set~~Asset ~~forth in “Internal Control-Integrated Framework”, our management believes that our internal control over financial reporting was effective as of December 31, 2012~~Sale.

~~Because~~Cash offlows ~~its~~provided ~~inherent~~by ~~limitations~~investing activities were $3,746,000 ~~internal~~during ~~control~~the ~~over~~year ~~financial~~ended ~~reporting~~December 31, ~~may~~2013 ~~not~~compared ~~prevent~~to orcash ~~detect~~flows ~~misstatements.~~used ~~Projections~~in ~~of any~~investing ~~evaluation~~activities of ~~effectiveness~~$3,017,000 toduring ~~future~~the ~~periods~~year ~~are~~ended ~~subject~~December 31, to2012. The increase in cash flows primarily resulted from proceeds from the ~~risk~~sale ~~that~~of ~~controls~~the ~~may~~two ~~become~~b/d ~~inadequate~~pilot ~~because~~plant and the repayment of ~~changes~~working incapital ~~conditions~~loans by Dynamic Fuels, orpartially ~~that~~offset ~~the~~by ~~degree~~equity contributions and working capital loans to Dynamic Fuels of ~~compliance~~$3,450,000 ~~with~~and ~~the~~$7,535,000, ~~policies~~respectively. We may be required to provide additional working capital loans or ~~procedures~~investments ~~may~~to ~~deteriorate~~the Geismar Facility in 2014 if additional cash is needed.

~~HoganTaylor~~Cash ~~LLP,~~flows anused ~~independent registered public accounting firm that audited our financial statements included~~ in ~~this Annual Report on~~ ~~Form~~financing ~~10-K,~~activities ~~has~~during ~~issued~~the anyear ~~attestation~~ended ~~report~~December 31, of2013 ~~our~~was ~~internal~~$0 ~~control~~compared ~~over~~to ~~financial~~$136,000 ~~reporting.~~in ~~Such attestation is included below~~2012.

~~REPORT~~2012 OFvs. ~~INDEPENDENT~~2011 ~~REGISTERED PUBLIC ACCOUNTING FIRM~~

~~Board~~Cash offlows ~~Directors~~used ~~and~~in operations was $3,539,000 during the year ended December 31, 2012 compared to cash flows used in operations of ~~Shareholders~~$4,433,000 during the year ended December 31, 2011. The decrease in cash flows used in operations in 2012 primarily results from the collection of Dynamic Fuels receivables in 2012.

~~Syntroleum~~Cash ~~Corporation~~flows used in investing activities were $3,017,000 during the year ended December 31, 2012 compared to $9,051,000 during the year ended December 31, 2011. We made an equity contribution of $3,000,000 to Dynamic Fuels in 2012 compared to investments in and loans of $9,000,000 in 2011.

WeCash ~~have~~flows ~~audited~~used ~~Syntroleum~~in ~~Corporation’s~~financing (aactivities ~~Delaware~~during ~~Corporation)~~the ~~internal~~year ~~control~~ended ~~over financial reporting as of~~ December 31, 2012, ~~based~~was ~~on criteria~~$136,000 ~~established~~compared into ~~Internal~~cash ~~Control—Integrated~~flows ~~Framework~~provided ~~issued~~ by ~~the~~financing activities ~~Committee~~ of ~~Sponsoring~~$23,572,000 ~~Organizations~~in ~~of the Treadway Commission (COSO)~~2011. ~~Syntroleum~~The ~~Corporation’s~~cash ~~management~~flows isprovided ~~responsible~~by ~~for~~financing ~~maintaining~~activities ~~effective internal~~in ~~control~~2011 ~~over~~primarily ~~financial~~relates ~~reporting~~to ~~and~~the ~~for~~public ~~its~~offering ~~assessment~~in July of ~~the~~1,590,000 ~~effectiveness~~shares of ~~internal~~our ~~control~~common ~~over~~stock ~~financial~~and ~~reporting, included in the~~ accompanying ~~Management’s~~warrants ~~Report~~resulting onin ~~Internal~~net ~~Control~~proceeds ~~Over~~of ~~Financial Reporting~~$23,538,000. ~~Our~~ ~~responsibility is to express an opinion on Syntroleum Corporation’s internal control over financial reporting based on our audit.~~

23Contractual Obligations

~~Table~~The following table sets forth our contractual obligations as of ~~Contents~~December 31, 2013:

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Contractual Obligations	Payments Due by Period (In thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Operating Lease Obligations	$	23	$	23	$	—	$	—	$	—

Total	$	23	$	23	$	—	$	—	$	—

AOur ~~company’s~~operating ~~internal~~leases ~~control~~include ~~over~~leases ~~financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements~~ for ~~external~~corporate ~~purposes in accordance with generally accepted accounting principles~~headquarters. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Because~~On ofMarch 1, 2013 Syntroleum sold its ~~inherent~~pilot ~~limitations~~plant for $5,798,000. ~~internal~~Syntroleum ~~control~~had ~~over~~no ~~financial~~carrying ~~reporting~~value ~~may~~for ~~not~~the ~~prevent~~pilot orplant ~~detect~~since ~~misstatements~~all costs incurred had been expensed as research and development. ~~Also~~As such, ~~projections~~the total amount of ~~any~~proceeds ~~evaluation~~was recognized as a gain in the first quarter of ~~effectiveness~~2013. toIn ~~future~~connection ~~periods~~with ~~are~~this ~~subject to~~sale, the ~~risk~~previously ~~that~~recognized ~~controls~~asset ~~may~~retirement ~~become~~obligation ~~inadequate~~of ~~because~~$603,000, reported in “Noncurrent Liabilities of ~~changes~~Discontinued Operations” in ~~conditions~~the Consolidated Balance Sheet, orwas ~~that~~also recognized as a gain in the ~~degree~~first quarter of ~~compliance~~2013. ~~with~~In addition, the ~~policies~~associated orlease ~~procedures~~was ~~may deteriorate~~cancelled.

InWe ~~our~~have ~~opinion,~~entered ~~Syntroleum~~into ~~Corporation~~employment ~~maintained~~agreements, inwhich ~~all~~provide ~~material~~severance ~~respects,~~cash ~~effective~~benefits ~~internal~~to ~~control~~several ~~over~~key ~~financial~~employees ~~reporting~~totaling asapproximately of$2,121,000 at December 31, ~~2012,~~2013. ~~based~~The onexpense ~~criteria~~is ~~established~~not inrecognized ~~Internal Control—Integrated~~until ~~Framework~~an ~~issued~~employee byis ~~COSO~~severed which is expected to occur if the Asset Sale is consummated.

We27 also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Syntroleum Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2012 and our report dated March 15, 2013, expressed an unqualified opinion.

~~Tulsa~~We as licensor, ~~Oklahoma~~entered into a Bio-Synfining Master License Agreement on June 22, 2007, with Dynamic Fuels. Under this license agreement at the request of the licensee we must execute a Site License Agreement in favor of licensee for licensee’s use of our Bio-Synfining® technology. On June 27, 2012, we entered into a Site License Agreement with Dynamic Fuels for the use of our Bio-Synfining® technology at the Geismar Facility and the process guarantee and performance test provisions contained therein were waived and deemed unnecessary by Dynamic Fuels. For purposes of the Warrant Agreement dated June 22, 2007 between Syntroleum and Tyson Foods, Inc., the First Plant Commercial Operation Date as defined in the Warrant Agreement was deemed to be June 27, 2012.

~~March 15,~~Equity ~~2013~~Issuances

~~Item~~Common Stock Offering. On July 9B6, 2011, the Company closed the issuance and sale of 1,590,000 shares of its common stock and accompanying warrants to purchase a total of 795,000 shares of common stock. ~~Other~~A ~~Information~~combination of ten shares of common stock and a five year warrant to purchase five shares of common stock was sold in the offering for a combined public offering price of $15.80 per share, less underwriting discounts and commissions payable by the Company. The black-scholes valuation of the warrants granted was $11,614,000. The underwriter, JMP Securities LLC, purchased the common stock and warrants at a discounted price of $14.90 per combination, representing a 5.7% discount to the public offering price. Cash proceeds received by the Company, after the payment of underwriter commission and expenses and offering expenses, were approximately $23,538,000.

~~None~~Tyson. As an incentive to Tyson for entering into the Dynamic Fuels joint venture, Tyson received warrants to buy the Company’s common stock. The warrants are allocated in three tranches. The first tranche of 425,000 shares was awarded upon signing of the LLC Agreement, Feedstock and Master License Agreements in June 2007. The applicable warrant agreement provides that the second tranche of 250,000 shares will be issued upon sanctioning of the second plant and the third tranche of 150,000 shares will be issued upon sanctioning of the third plant, provided that Tyson has at least a 10% interest in Dynamic Fuels. The exercise price of the first tranche of 425,000 warrants is $28.70 per share, which was the ten-day average closing price prior to the signing of the above referenced agreements on June 22, 2007. The exercise price of the second and third tranches of warrants will be the ten-day average closing price prior to the sanctioning of plants 2 or 3. Vesting requires that if on the anniversary of the first plant commercial operations date, Tyson remains at least a 10% equity owner in Dynamic Fuels (in the case of the first tranche) and in the applicable plant (in the case of the second and third tranches), and that each plant has commenced commercial operation. Commercial operation is defined as the date on which the applicable plant achieves operations for commercial purposes after the completion of commissioning and satisfaction of performance tests. The first plant commercial operation date was deemed to be June 27, 2012. Warrants will expire on June 27, 2014. If 25% or more of the project cost for the third plant is debt financed, then the third warrant tranche will not vest. In the event that Tyson owns a 90% or greater interest in Dynamic Fuels the number of shares subject to the second and third warrant tranche doubles subject to a limitation that Tyson will not receive pursuant to all tranches warrants for stock equal to or more than 20% of the outstanding shares of Syntroleum common stock. In the event Tyson defaults by not paying its capital contributions to a plant, Tyson loses the warrants for such plant. These warrants are accounted for in accordance with FASB ASC Topic 505 Equity-Based Payments to Non-Employees. Warrants granted to non-employees that are tied to performance criteria are expensed at the time the performance goals are met.

24On June 30, 2008, the Company and Tyson entered into a warrant agreement providing for the issuance of warrants to Tyson to purchase shares of the Company’s common stock in exchange for credit support relating to the obligations of Dynamic Fuels. Dynamic Fuels received approval from the Louisiana State Bond Commission to issue up to $100 million of certain Gulf Opportunity Tax Exempt Bonds originated by the Louisiana Public Facilities Authority (the “Bonds”). On October 21, 2008, the issuance of the Bonds occurred and required a letter of credit in the amount of $100 million as collateral for Dynamic Fuels’ obligations under the Bonds. Tyson agreed under the terms of the warrant agreement to provide credit support for the entire $100 million Bond issue for which we issued Tyson warrants to purchase 800,000 shares of our common stock for $0.10 per share. The warrants were exercised on April 16, 2009. These warrants are accounted for in accordance with FASB ASC Topic 505 Equity-Based Payments to Non-Employees. The measurement date is the date of issuance, October 21, 2008. We valued the warrants at $8.6 million and have recorded them as an additional cost of our Investment in and Loans to Dynamic Fuels on our Consolidated Balance Sheets. This additional cost in our investment results in a difference between our cost and our share of the underlying equity of Dynamic Fuels. We amortize the basis difference to Earnings or Loss from Dynamic Investment in our Consolidated Statement of Operations over the life of the Bonds, 25 years.

~~Table~~28 ~~of Contents~~

~~Item 10.~~Pursuant ~~Directors~~to two registration rights agreements, ~~Executive~~we ~~Officers~~have granted Tyson demand and ~~Corporate~~piggyback registration ~~Governance~~rights with respect to the shares of common stock issuable pursuant to the warrants.

~~Our~~New ~~certificate~~Accounting ofPronouncements incorporation divides the board of directors into three classes. Our bylaws provide for a board of not less than three and no more than 11 directors with the exact number of directors in each class to be fixed by our board. Our board has determined that the total number of directors on the board at this time shall be six and that two directors shall be in each of Class A, B and C. Directors hold office for staggered terms of three years (or less if they were appointed to the board between annual meetings to fill a vacancy). One of three classes is elected at each year’s annual meeting to succeed the directors of that class whose terms are expiring. The terms for the directors of Classes B, C and A expire at the annual meeting of stockholders in 2013, 2014 and 2015, respectively.

~~2013~~See —“Note ~~Class~~2 BSummary ~~Directors~~of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for a full description of recent accounting pronouncements including the respective expected dates of adoption and effects on Consolidated Balance Sheets and Consolidated Statements of Income.

~~Name~~Critical Accounting Policies and ~~Business~~Estimates ~~Experience~~

~~Age~~The Ppreparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and use assumptions that affect reported amounts. ~~Anthony~~We ~~Jacobs~~believe 71that the following items represent our critical accounting policies and estimates:

~~Mr. Jacobs~~Revenue ~~has served as a director since November 1995~~Recognition. ~~Mr.~~ ~~Jacobs~~We ~~also~~recognize ~~served~~revenues ~~as the Chairman of the board of SLH Corporation, a predecessor to the company,~~ from ~~December~~technical ~~1996~~services ~~through~~provided ~~the closing date of the merger of Syntroleum Corporation into SLH Corporation in August 1998. Mr. Jacobs retired in 1998. Previously he served~~ as ~~President~~ ~~and~~such ~~Chief~~services ~~Executive~~are ~~Officer of Lab Holdings, Inc~~rendered., aWe ~~company~~recognize ~~principally engaged in the laboratory testing business, from September 1997 until August of 1999 when Lab Holdings merged with Lab One, Inc. From 1990 to 1993, he served as~~revenue ~~Executive~~for ~~Vice~~royalty ~~President~~fees ~~and~~upon ~~Chief~~production ~~Operating Officer~~ of ~~Seafield~~finished ~~Capital~~product ~~Corporation,~~by ~~and from May 1993 to September 1997, he served as President and Chief Operating Officer of Seafield Capital Corporation. Mr. Jacobs holds a B.A. and an M.B.A. from~~ the ~~University of Kansas and is also a Chartered Financial Analyst~~licensee. ~~The board selected Mr. Jacobs to serve as a director because he brings extensive financial expertise in both the public and private markets.~~

~~James~~We Rrecognized revenues from the transfer of technology documentation to customers or through licensing structures. ~~Seward~~Any 60deposits or advance payments for the technology documentation is recorded as deferred revenue in the consolidated balance sheets until recognized as revenue in the consolidated statement of operations. The Company recognizes revenue on the transfer of technology documentation upon the physical transfer of the technology documentation by the Company to the customer pursuant to the terms of the specific agreement.

MrStock-Based Compensation. ~~Seward~~We ~~has~~account ~~served~~for asemployee astock-based ~~director~~compensation ~~since~~in ~~December~~accordance ~~1988.~~with ~~Mr. Seward~~FASB ~~also~~ASC ~~served~~Topic as718, ~~the~~Compensation ~~President,~~– ~~Chief~~Stock ~~Executive~~Compensation. ~~Officer~~Under ~~and director of SLH Corporation from February 1997 through~~ the ~~closing~~fair ~~date~~value ofrecognition ~~the~~provisions ~~merger~~ of ~~Syntroleum~~this ~~Corporation~~statement, ~~into~~share-based ~~SLH~~compensation ~~Corporation~~cost ~~in August 1998. Mr. Seward~~ is ~~currently~~measured aat ~~private~~the ~~investor. Mr. Seward~~grant ~~presently~~date ~~serves~~based ~~as a director of Brookdale Senior Living, Inc, a company traded~~ on the ~~New~~fair ~~York~~value ~~Stock Exchange and RBC Funds, a family~~ of publicly traded mutual funds. From 1990 to September 1997, Mr. Seward served as Chief Financial Officer and a director of Seafield Capital Corporation. From 1990 to May 1993, he served as Senior Vice President of Seafield Capital Corporation, and from May 1993 to September 1997, he served as Executive Vice President. Mr. Seward holds a B.A. from Baker University and an M.B.A. in Finance and a M.P.A. from the ~~University~~award ~~of Kansas~~ and is ~~also~~recognized ~~a Chartered Financial Analyst. The board selected Mr. Seward to serve~~ as aexpense ~~director~~over ~~because~~the itapplicable ~~believes he possesses valuable~~vesting ~~financial~~period ~~expertise,~~of ~~including~~the ~~extensive~~stock ~~experience~~award ~~with~~(generally ~~capital~~three ~~markets~~years) ~~transactions~~using ~~and~~the ~~investments~~straight inline ~~both public and private companies~~method.

~~2014~~Non-Employee —Stock-Based ~~Class~~Compensation. We also Cgrant ~~Directors~~stock-based incentives to certain non-employees. These stock based incentives are accounted for in accordance with FASB ASC Topic 505 Equity-Based Payments to Non-Employees. Stock awards that are tied to performance criteria are expensed at the time the performance goals are met.

~~Name~~Asset Retirement Obligations. We follow FASB ASC Topic 410, Asset Retirement and ~~Business~~Environmental ~~Experience~~Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The standard requires that we record the discounted fair value of the retirement obligation as a liability at the time the plants are constructed. The asset retirement obligation consisted primarily of costs associated with the future plant dismantlement of the pilot plant. As the pilot plant was directly related to research and development activities and has been expensed accordingly, no corresponding amount is capitalized as part of the related property’s carrying amount.

~~Age~~On ~~Alvin~~March 1, R2013, Syntroleum sold its pilot plant. ~~Albe~~In connection with this sale, Jrthe purchaser assumed responsibility for the dismantlement of the plant. 59The previously recognized asset retirement obligation of $603,000, reported in “Noncurrent Liabilities of Discontinued Operations” in the Consolidated Balance Sheet, was also recognized as a gain in the first quarter of 2013.

MrCritical Estimates. ~~Albe~~The ~~has~~preparation ~~served~~of asfinancial astatements ~~director~~in ~~since~~conformity ~~December~~with ~~1988.~~accounting ~~Mr. Albe is currently a Senior Advisor~~principles togenerally ~~TCW~~accepted ~~Group,~~in ~~Inc.~~the ~~(“TCW”),~~United anStates ~~investment~~requires management ~~firm.~~to ~~Prior~~make toestimates ~~joining~~and ~~TCW~~assumptions inthat ~~1991,~~affect ~~Mr. Albe~~the ~~was~~reported ~~President~~amounts of ~~Oakmont~~assets ~~Corporation,~~and aliabilities ~~family~~and ~~office~~disclosure ~~that~~of ~~administers~~contingent ~~and manages~~ assets ~~for high net worth individuals~~ and ~~their families.~~liabilities ~~Mr. Albe~~at ~~was~~the ~~associated~~date ~~with~~of ~~Oakmont~~the ~~Corporation~~financial ~~from~~statements ~~1982~~and the toreported ~~1991.~~amounts ~~Prior to 1982, Mr. Albe was Manager~~ of ~~Accounting~~revenues atand ~~McMoRan~~expenses ~~Oil~~during ~~and~~the ~~Gas~~reporting Coperiod., ~~and~~Some aof ~~Certified~~the ~~Public~~more ~~Accountant~~significant ~~with~~estimates ~~Arthur~~made ~~Andersen &~~by ~~Co.~~management ininclude, ~~New Orleans.~~but ~~Mr. Albe~~are ~~graduated~~not ~~from~~limited to, the ~~University~~valuation of ~~New~~stock-based ~~Orleans~~compensation, ~~with~~estimates afor ~~B.S.~~accrued inliabilities ~~Accounting.~~and estimates ~~The~~for ~~board~~asset ~~selected~~retirement Mrobligations. ~~Albe~~ toActual ~~serve~~results ascould adiffer ~~director~~from ~~because~~these ~~of his extensive financial background in investments and accounting standards~~estimates.

~~Edward~~29 ~~G. Roth 56~~

~~Table~~Item of7A. ~~Contents~~Quantitative and Qualitative Disclosures about Market Risk.

~~Mr. Roth~~Prices ~~has~~for ~~been~~crude ~~our~~oil, ~~President~~natural ~~and~~gas, ~~Chief~~coal, ~~Executive~~vegetable ~~Officer~~oils ~~since November 19, 2007~~ and ~~a director since March 16~~fats, ~~2007.~~RINs ~~Mr. Roth~~and ~~joined~~other ~~Syntroleum~~commodities increate ~~July~~a ~~2004~~market asrisk ~~our~~for ~~Senior~~margin ~~Vice~~economics associated ~~President~~with ~~of Projects. In April 2005, Mr. Roth was named~~ our ~~Executive~~technologies ~~Vice~~because ~~President~~the offeedstocks ~~Engineering~~we ~~and~~use ~~Chief Technology Officer~~ and in ~~March~~the ~~2007~~products ~~was~~we ~~appointed~~produce ascompeted ~~our President. Prior to joining Syntroleum~~ in ~~July~~the ~~2004,~~petroleum Mrmarkets. ~~Roth~~ ~~was~~Higher ~~employed~~than byanticipated ~~Petrofac~~operating ~~Resources International~~expense, ~~serving~~downtime inor ~~varying~~both ~~positions~~could ~~from~~also ~~December~~adversely ~~1997~~affect tooperating ~~July 2004~~results. InPrices ~~July~~for ~~2003~~oil, ~~Mr. Roth served~~ asnatural ~~President~~gas, ~~and~~coal, ~~Chief~~biomass, ~~Operating~~fats, ~~Officer of Petrofac LLC~~greases, avegetable ~~company involved in all facets of turnkey engineering~~oils, ~~procurement~~RINs and ~~construction~~refined inproducts ~~refining~~are ~~and~~subject ~~gas processing. From February 1994~~ to ~~December~~wide ~~1997,~~fluctuation ~~Mr. Roth~~in ~~was~~response ~~Vice President of Engineering & Operations at Zilkha Energy. From December 1979~~ to ~~February~~relatively ~~1994,~~minor hechanges ~~was employed by ARCO~~ in ~~various~~the ~~capacities,~~supply ~~including drilling production operations~~ and ~~business~~demand, ~~development~~market ~~both~~uncertainty, ~~domestically~~mandate ~~and~~levels ~~internationally. Mr. Roth has a B.S. in Petroleum Engineering from Texas A&M University~~ and a ~~M.B.A.~~variety ~~in Finance from the University~~ of ~~Chicago. Mr. Roth is a certified professional engineer. Mr. Roth was selected by the board for his extensive~~additional ~~background~~factors inbeyond ~~the~~our ~~energy industry in engineering, procurement and construction in refining and gas processing as well as for his engineering technical expertise and executive experience~~control.

~~2015~~We —expect ~~Class A~~that ~~Directors~~we will need to raise substantial additional capital to accomplish our business plan over the next several years, if we remain an independent company. In such an event, we expect to obtain additional funding through debt or equity financing in the capital markets, joint ventures, license agreements and other strategic alliances, as well as various other financing arrangements. If we obtain additional funds by issuing equity securities, dilution to stockholders may occur. In addition, preferred stock could be issued in the future without stockholder approval, and the terms of our preferred stock could include dividend, liquidation, conversion, voting and other rights that are more favorable than the rights of the holders of our common stock. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

~~Name~~Foreign exchange risk currently relates to non-cash deferred revenue, a portion of which is denominated in Australian dollars. Financial statement assets and ~~Business~~liabilities ~~Experience~~may be translated at prevailing exchange rate and may result in gains or losses in current income. Monetary assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Transaction gains and losses that arise from exchange rate fluctuations applicable to transactions denominated in a currency other than the United States dollar are included in the results of operations as incurred. The portion of deferred revenue denominated in Australian currency was U.S. $13,365,000 at December 31, 2013. The deferred revenue is converted to U.S. dollars for financial reporting purposes at the end of every reporting period. To the extent that conversion results in gains or losses, such gains or losses will be reflected in our statements of operations. The exchange rate of the Australian dollar to the United States dollar was $0.89 and $1.04 at December 31, 2013 and December 31, 2012, respectively.

~~Age~~We ~~Frank~~do M.not ~~Bumstead~~have 71any purchased futures contracts or any derivative financial instruments, other than warrants issued to purchase common stock at a fixed price in connection with private placements and other equity offerings.

~~Mr. Bumstead~~Item ~~has been a director since May 1993~~8. HeFinancial ~~has~~Statements ~~served as the Chairman of Flood, Bumstead, McCready & McCarthy, Inc., a financial~~ and ~~business~~Supplementary management firm, since 1989 and as a managing member of FBM Consults, LLC since January 1, 2001. Mr. Bumstead presently serves as a director and Chairman of the Compensation Committee of Brookdale Senior Living, Inc.; a New York Stock Exchange listed company, director of United Supermarkets, Inc.; director of Nashville Wire Products, Inc.; a trustee of The Memorial Foundation and chairman of audit, finance and investment committees for the Country Music Association, Inc. Mr. Bumstead holds a B.S. in Business Administration from Southern Methodist University and a Masters of Business Management from Vanderbilt Owen Graduate School of Management. The board selected Mr. Bumstead to serve as a director because of his experience in financial management and his board experience with other public companies. Data

~~Robert~~Our B.consolidated ~~Rosene~~financial statements, Jrtogether with the report thereon of HoganTaylor LLP dated March 13, 2014, are set forth on pages F-1 through F-20 hereof. 59See Item 15 for an index to our consolidated financial statements.

~~Mr. Rosene~~Item ~~has been our Chairman of the board since November 19, 2007 and a director since March 1985~~9. ~~Mr. Rosene~~Changes has been President of Seminole Energy Services, L.L.C., a natural gas marketing and gathering company, since 1998. Effective January 1, 2013 Mr. Rosene will be retiring as President and CEO but will remain as Chairman of the Board of Managers of Seminole Energy Services. From 1984 to August 1998, he was Vice President of Boyd Rosene and Associates, Inc., a natural gas consulting and marketing firm which he co-founded. From 1976 to 1984, he was employed with Transok Pipeline Company, where he served in ~~various positions, including Manager of Rates~~ and ~~Contract~~Disagreements ~~Administration and director of Gas Acquisitions. In 1987, Mr. Rosene co-founded MBR Resources, an oil and gas production company~~ with ~~operations~~ inAccountants ~~Arkansas,~~on ~~New Mexico, Oklahoma and Texas. Mr. Rosene holds a B.A. in~~ Accounting ~~from Oklahoma Baptist University. The board selected Mr. Rosene for his expansive knowledge of the oil~~ and ~~gas~~Financial ~~industry and macro-economic global conditions and his ability to bring a unique and valuable perspective to the board.~~ Disclosure

~~There are no family relationships, of first cousin or closer, among our directors and executive officers, by blood, marriage or adoption~~None.

~~Director~~Item ~~Meetings~~9A. Controls and ~~Compensation~~ Procedures

~~During~~Evaluation ~~2012~~of Disclosure Controls and Procedures. In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the ~~board~~supervision and with the participation of ~~directors~~management, ~~held~~including aour ~~total~~Chief Executive Officer and Principal Financial Officer, of 12the ~~regular~~effectiveness ~~meetings~~of our disclosure controls and ~~three~~procedures ~~special~~as ~~meetings~~of ~~and~~the ~~took~~end ~~action~~of the period covered by ~~unanimous~~this ~~written~~report. ~~consent~~Based on ~~two~~that ~~occasions.~~evaluation, Noour ~~director~~Chief ~~attended~~Executive ~~fewer~~Officer ~~than~~and 75Principal ~~percent~~Financial ofOfficer ~~the~~concluded ~~aggregate~~that ofour ~~board~~disclosure ~~meetings~~controls and ~~meetings~~procedures were effective as of ~~any~~December 31, ~~committee~~2013 onto ~~which~~provide hereasonable ~~served~~assurance that information required to be disclosed in ~~2012~~our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

We30 ~~do not pay our directors a cash retainer. All directors are reimbursed for their travel and other expenses involved in attendance at board and committee meetings.~~

~~Employees~~Changes ~~who~~in ~~are~~Internal ~~directors~~Controls. There ~~are~~has ~~not~~been ~~paid~~no ~~any~~change ~~fees~~in ~~or additional~~our ~~remuneration~~internal ~~for~~control ~~their~~over financial ~~services~~reporting asthat ~~members~~occurred ofduring the ~~board~~three months ended December 31, 2013 that has materially affected, or ~~any~~is ~~committee~~reasonably oflikely ~~the~~to ~~board~~materially affect, our internal controls over financial reporting.

26Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Based on our evaluation under the criteria set forth in “Internal Control-Integrated Framework”, our management believes that our internal control over financial reporting was effective as of December 31, 2013.

~~Table~~Because of ~~Contents~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Director~~HoganTaylor ~~Compensation~~LLP, ~~Table~~an ~~2012~~independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report of our internal control over financial reporting. Such attestation is included below.

Name	FeesEarned orPaid inCash ($)	StockAwards($)		OptionAwards($)		Non-EquityIncentivePlanCompen-sation($)		Change inPension Value& NonqualifiedDeferredCompensationEarnings ($)		All OtherCompensation($)		Total($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)
Alvin R. Albe, Jr			50,000		—		—		—		—		50,000
Frank M. Bumstead			50,000		—		—		—		—		50,000
P. Anthony Jacobs			50,000		—		—		—		—		50,000
Robert B. Rosene, Jr.			150,000		—		—		—		—		150,000
James R. Seward			50,000		—		—		—		—		50,000

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AtBoard ~~December 31,~~of ~~2012~~Directors ~~our~~and ~~non-employee~~Shareholders directors held unexercised options to purchase common stock as follows: Alvin R. Albe, Jr.—16,812; Frank M. Bumstead—16,812; P. Anthony Jacobs—6,408; Robert B. Rosene, Jr.—16,812; James R. Seward—2,242.

~~Stock~~Syntroleum ~~Ownership~~Corporation ~~Guidelines for Directors~~

We dohave ~~not~~audited ~~have~~Syntroleum Corporation’s (a ~~set~~Delaware ~~guideline for~~Corporation) ~~director~~internal ~~stock~~control ~~ownership.~~over Wefinancial doreporting as of December 31, ~~however~~2013, ~~encourage~~based ~~stock~~on criteria ~~ownership~~established in Internal Control—Integrated Framework issued by ~~our~~the ~~directors~~Committee ~~and~~of ~~all~~Sponsoring ~~compensation~~Organizations ~~for~~of ~~services~~the asTreadway aCommission ~~director~~(COSO) in 1992. Syntroleum Corporation’s management is ~~paid~~responsible byfor maintaining useffective ininternal ~~shares~~control ofover ~~our~~financial ~~common~~reporting ~~stock.~~and Asfor its assessment of ~~March 1~~the effectiveness of internal control over financial reporting, ~~2013~~included ~~board~~in ~~members~~the ~~beneficially~~accompanying ~~owned~~Management’s Report on Internal Control Over Financial ~~approximately~~Reporting. 6%Our ofresponsibility ~~our~~is ~~issued~~to ~~and~~express ~~outstanding~~an ~~common~~opinion ~~stock~~on Syntroleum Corporation’s internal control over financial reporting based on our audit.

~~Corporate~~We conducted ~~Governance~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

WeA ~~have~~company’s ~~adopted~~internal acontrol ~~written~~over ~~Code~~financial ofreporting ~~Ethics~~is ~~that~~a isprocess ~~applicable~~designed to ~~our~~provide ~~directors,~~reasonable ~~chief~~assurance ~~executive~~regarding ~~officer,~~the ~~principal~~reliability of financial ~~officer, controller~~reporting and ~~other~~the ~~executive~~preparation ~~officers~~of financial statements for external purposes in accordance with generally accepted accounting principles. A ~~copy~~company’s ofinternal ~~our~~control ~~Code~~over offinancial ~~Ethics,~~reporting ~~Audit~~includes ~~Committee~~those ~~Charter,~~policies and ~~Nominating~~procedures ~~and~~that (a) pertain ~~Compensation~~to ~~Committee~~the ~~Charters~~maintenance isof ~~available~~records onthat, ~~our~~in ~~website~~reasonable atdetail, ~~www.syntroleum.com.~~accurately ~~Investors~~and ~~may~~fairly ~~request~~reflect athe ~~copy~~transactions and dispositions of ~~any~~the assets of ~~these documents~~the atcompany; no(b) provide ~~charge~~reasonable byassurance ~~writing~~that totransactions ~~Karen~~are L.recorded ~~Power,~~as necessary ~~Senior~~to ~~Vice~~permit ~~President,~~preparation ~~Principal~~of ~~Financial~~financial ~~Officer~~statements ~~and~~in ~~Corporate~~accordance ~~Secretary,~~with ~~Syntroleum~~generally ~~Corporation~~accepted accounting principles, ~~5416~~and S.that ~~Yale,~~receipts ~~Suite~~and ~~400,~~expenditures ~~Tulsa,~~of OKthe ~~74135.~~company Weare ~~will~~being ~~disclose~~made ~~any~~only ~~amendments~~in toaccordance ~~the~~with ~~Code~~authorizations of ~~Ethics~~ management and ~~any~~directors of ~~waivers~~the tocompany; ~~the~~and ~~Code~~(c) provide ofreasonable ~~Ethics~~assurance ~~for~~regarding ~~directors~~prevention ~~and~~or ~~executive~~timely ~~officers~~detection byof ~~posting~~unauthorized ~~such~~acquisition, ~~information~~use, onor ~~our~~disposition ~~website~~of orthe incompany’s aassets ~~current~~that ~~report~~could onhave ~~Form~~a ~~8-K~~material ~~filed~~effect ~~with~~on the ~~SEC~~financial statements.

~~Executive~~Because ~~Officers~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~Company~~risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~The~~31 ~~following are our executive officers as of March 01, 2013.~~

Name	Age		Position
Edward G. Roth		56	Chief Executive Officer, President and Director
Karen L. Power		61	Senior Vice President and Principal Financial Officer

~~For~~In ~~biographical~~our ~~information~~opinion, onSyntroleum ~~Mr. Roth~~Corporation maintained, ~~please~~in ~~see~~all material respects, ~~“Class~~effective Cinternal ~~Directors”~~control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by COSO in 1992.

~~Karen~~We L.have ~~Power~~also ~~is a Senior Vice President and our Principal Financial Officer~~audited, ~~having joined our company~~ in ~~June~~accordance ~~2007. Mrs. Power~~with ~~was~~the ~~previously~~standards ~~Executive~~of ~~Vice~~the ~~President,~~Public ~~Chief~~Company ~~Financial~~Accounting ~~Officer~~Oversight ~~and~~Board ~~Cashier~~(United ~~for Summit Bank from 2001 to 2007~~States), ~~Senior~~the ~~Vice~~consolidated ~~President,~~balance ~~Chief~~sheets ~~Financial~~of Syntroleum ~~Officer~~Corporation and ~~Cashier~~subsidiaries ~~for~~as ~~Federal~~of ~~BankCentre from 1998-2001~~December 31, ~~Vice~~2013 ~~President~~ and ~~Chief~~ ~~Financial~~2012, ~~Officer~~and ~~for~~the ~~Community~~related ~~Care~~consolidated ~~HMO,~~statements ~~Inc.~~of ~~from 1994-1997~~operations, ~~and~~stockholders’ ~~Senior~~equity ~~Vice~~(deficit) ~~President~~ and ~~Chief~~cash ~~Financial~~flows ~~Officer~~ for ~~Western~~each ~~National~~of ~~Bank~~the ~~from~~three ~~1984-1994.~~years ~~Prior to 1984 Mrs. Power served~~ in ~~various~~the ~~tax~~period ~~positions with Arthur~~ended ~~Andersen~~December ~~& Co.~~31, ~~GRA,~~2013 ~~Inc.~~ and ~~Commerce~~our ~~Bank.~~report ~~Mrs.~~dated March ~~Power~~13, is2014, aexpressed ~~certified~~an ~~public~~unqualified ~~accountant and received her Bachelor of Science in Business Administration from the University of Missouri-Kansas City, Missouri~~opinion.

~~Section 16(a)~~/s/ ~~Beneficial~~HOGANTAYLOR ~~Ownership~~LLP ~~Reporting Compliance~~

~~Section 16(a) of the Securities Exchange Act of 1934 requires our directors~~Tulsa, ~~executive~~Oklahoma officers and owners of 10% or more of our common stock to file with the SEC and the Nasdaq Stock Market initial reports of ownership and reports of changes in ownership of common stock. Based solely on a review of the copies of reports furnished to us and representations that no other reports were required, we believe that all of our directors, executive officers and 10% or more stockholders during the fiscal year ended December 31, 2012 complied on a timely basis with all applicable filing requirements under Section 16(a) of the Exchange Act.

27March 13, 2014

~~Table~~Item of9B. ~~Contents~~Other Information

~~Audit~~None. ~~Committee and Audit Committee Expert~~

~~The~~32 members of our Audit Committee are Mr. Albe, Mr. Rosene, Mr. Bumstead, Mr. Jacobs and Mr. Seward. Mr. Albe is the “audit committee financial expert” under SEC rules and meets the Nasdaq’s professional experience requirements.

~~Item 11.~~PART ~~Executive~~III ~~Compensation~~

~~COMPENSATION~~Item ~~DISCUSSION~~10. ~~AND~~Directors, ~~ANALYSIS~~Executive Officers and Corporate Governance

~~Executive~~DIRECTORS ~~Compensation Philosophy and Objectives~~

~~The~~Our certificate ~~objective~~of incorporation divides the board of ~~Syntroleum’s~~ ~~executive~~directors ~~compensation~~into ~~policy~~three isclasses. toOur ~~attract,~~bylaws ~~retain~~provide ~~and~~for ~~motivate~~a ~~highly~~board ~~qualified~~of ~~individuals~~not less than three and tono ~~align~~more ~~their~~than ~~interests~~11 directors with ~~our~~the ~~shareholders.~~exact Wenumber doof ~~this~~directors byin ~~offering~~each ~~competitive,~~class ~~interrelated~~to ~~compensation~~be ~~components~~fixed ~~that~~by ~~are designed~~our toboard. ~~reward~~Our ~~them~~board has ~~for~~determined ~~results~~ that ~~have~~the ~~been~~total ~~identified~~number asof ~~important~~directors ~~factors~~on inthe ~~enhancing~~board ~~shareholder~~at ~~value.~~this ~~The~~time ~~tables~~shall be six and that ~~you~~two ~~find~~directors shall be in ~~this~~each ~~Annual~~of ~~Report~~Class A, onB ~~Form~~and ~~10-K~~C. ~~contain~~Directors ~~specific~~hold ~~information~~office ~~about~~for ~~the~~staggered ~~compensation~~terms ~~earned~~of three years (or ~~paid~~less inif they were appointed to ~~2012,~~the ~~2011~~board ~~and~~between ~~2010~~annual meetings to ~~Edward~~fill Ga vacancy). ~~Roth~~One ~~and~~of ~~Karen~~three L.classes ~~Power,~~is ~~whom~~elected weat ~~refer~~each year’s annual meeting to assucceed ~~our~~the ~~“named~~directors ~~executive~~of ~~officers”~~that asclass whose terms are expiring. The terms for the directors of ~~December 31~~Classes C, ~~2012~~A and B expire at the annual meeting of stockholders in 2014, 2015 and 2016, respectively.

~~The~~2014 ~~Board~~— ~~has~~Class ~~considered~~C ~~our~~Directors ~~shareholders vote on the “Say on Pay” issues and, as voted by a majority of the shareholders, has determined to submit the question of management compensation to its shareholders annually.~~

Role of the Nominating and Compensation Committee and Management


Name	Age
Alvin R. Albe, Jr.		60

~~The~~Mr. Albe ~~Nominating~~has ~~and~~served ~~Compensation~~as ~~Committee~~a ~~determines~~director ~~cash~~since ~~bonuses~~December ~~and~~1988. ~~stock~~Mr. Albe ~~option~~is ~~and~~currently ~~restricted~~a ~~stock~~Senior ~~awards~~Advisor ~~and~~to ~~changes~~TCW Group, inInc. ~~remuneration to~~(“TCW”), ~~our~~an ~~executive~~investment ~~officers~~management firm. ~~Bonuses~~Prior ~~and~~to ~~grants~~joining ofTCW ~~stock~~in ~~options~~1991, ~~and~~Mr. Albe ~~restricted~~was ~~stock~~President ~~are~~of ~~individually~~Oakmont ~~determined~~Corporation, a family office that administers and ~~administered~~manages byassets ~~the~~for ~~nominating~~high net worth individuals and ~~compensation~~their ~~committee~~families. Mr. Albe ~~The~~was ~~Chief~~associated ~~Executive~~with ~~Officer~~Oakmont ~~works~~Corporation ~~with~~from ~~the~~1982 ~~Nominating~~to ~~and~~1991. ~~Compensation Committee~~Prior into ~~the~~1982, ~~design~~Mr. Albe was Manager of ~~the~~Accounting ~~plans~~at McMoRan Oil and ~~makes~~Gas ~~recommendations~~Co., toand ~~the~~a ~~committee~~Certified ~~regarding~~Public ~~the~~Accountant ~~salaries~~with ~~and~~Arthur ~~bonuses~~Andersen & Co. in New Orleans. Mr. Albe graduated from the University of ~~executive~~New ~~officers~~Orleans ~~that~~with ~~report~~a ~~directly~~B.S. toin ~~him~~Accounting. asThe ~~well~~board asselected ~~the~~Mr. Albe ~~salaries~~to ~~and~~serve ~~bonuses~~as ~~and~~a ~~the~~director ~~award~~because of ~~options~~his ~~and~~extensive ~~restricted~~financial ~~stock~~background ~~to other~~in ~~employees~~investments and accounting standards.

Our executive compensation guidelines, as established by the Nominating and Compensation Committee, are designed to pay a base salary generally measured by other peer group companies, as adjusted to take into account differences in revenue size and for individual performance. The Nominating and Compensation Committee has determined Syntroleum’s new 2012 peer group to more closely match our company in the renewable products arena and includes Pacific Ethanol, Inc., Synthesis Energy Systems, Inc., BioFuel Energy Corp, Renewable Energy Group, Inc., Future Fuels Corp., Solazyme, GEVO, Amyris, KiOR and Codexis. Mrs. Power and Mr. Roth both received increases in base salary in January 2012. Mr. Roth’s salary is paid under the terms of an employment agreement described below.


Name	Age
Edward G. Roth		57

~~Incentive~~Mr. Roth ~~compensation~~has ~~takes~~been ~~the~~our ~~form~~President ofand ~~equity~~Chief Executive Officer since November 19, 2007 and ~~cash~~a director since March 16, 2007. AsMr. Roth ~~part~~joined Syntroleum in July 2004 as our Senior Vice President of ~~this~~Projects. ~~process~~In April 2005, ~~the~~Mr. Roth ~~Nominating~~was ~~and~~named ~~Compensation~~our ~~Committee~~Executive ~~recommends the~~Vice President of Engineering and Chief ~~Executive~~Technology Officer’s ~~incentive~~and ~~compensation~~in ~~award~~March to2007 ~~the~~was appointed ~~board~~as ~~for~~our ~~approval~~President. ~~and~~Prior ~~reviews~~to ~~and~~joining ~~approves~~Syntroleum ~~the~~in ~~awards~~July ~~recommended~~2004, Mr. Roth was employed by ~~the~~Petrofac ~~Chief~~Resources ~~Executive~~International, ~~Officer~~serving ~~with~~in ~~respect~~varying topositions ~~the~~from ~~other~~December ~~executive~~1997 ~~officer.~~to ~~Such~~July ~~awards~~2004. ~~reward~~In ~~participants~~July ~~for achieving~~2003, ~~established~~Mr. Roth ~~cost~~served ~~targets~~as President and Chief ~~prosecuting~~Operating ~~the~~Officer ~~business~~ of ~~the~~Petrofac ~~company~~LLC, ~~reward~~a ~~execution~~company involved in all facets of ~~the~~turnkey ~~business~~engineering, ~~plan~~procurement and ~~success~~construction in ~~execution~~refining ~~beyond~~and ~~budgeted~~gas orprocessing. ~~expected~~From ~~values~~February 1994 to December 1997, ~~and~~Mr. Roth ~~reward~~was ~~performance~~Vice ~~related~~President toof Engineering & ~~specific~~Operations ~~commercialization~~at ~~projects~~Zilkha Energy. ~~These~~ ~~awards~~From ~~can~~December ~~take~~1979 ~~the~~to ~~form~~February of1994, ~~cash~~he orwas ~~Syntroleum~~employed ~~Corporation~~by ~~restricted~~ARCO ~~stock~~in orvarious ~~options~~capacities, ~~with~~including ~~performance~~drilling ~~vesting~~production ~~schedules~~operations and business development both domestically and internationally. Mr. Roth Inhas ~~2012,~~a ~~2011~~B.S. in Petroleum Engineering from Texas A&M University and ~~2010,~~a ~~these~~M.B.A. ~~awards~~in ~~took~~Finance from the ~~form~~University of ~~cash~~Chicago. ~~All~~Mr. Roth ~~cash~~is ora ~~equity~~certified ~~grants~~professional toengineer. ~~named~~Mr. Roth ~~executive~~was ~~officers~~selected ~~are~~by the board for his extensive ~~approved~~background byin the ~~Nominating~~energy industry in engineering, procurement and ~~Compensation~~construction ~~Committee~~in refining and gas processing as well as for his engineering technical expertise and executive experience.

~~Typically,~~33 increases in base compensation occur upon significant changes in job responsibility or notable changes in the job market. Normally, previous compensation actions do not influence current year’s awards or grants except in the case of awards intended to cover multi-year periods.

~~Table~~2015 of— ~~Contents~~Class A Directors

Elements of Compensation Plan


Name	Age
Frank M. Bumstead		72

~~Our~~Mr. Bumstead ~~compensation~~has ~~plan~~been ~~for~~a ~~key~~director ~~executives~~since ~~includes~~May ~~long-term milestone based incentives~~1993. WeHe ~~believe~~has ~~that~~served byas ~~making milestone based incentives~~ the ~~basis~~Chairman ~~for~~of ~~incentive~~Flood, ~~awards~~Bumstead, McCready & ~~provides~~McCarthy, ~~the~~Inc., ~~board with~~ a ~~means~~financial ~~to emphasize~~ and ~~monitor~~business management’s ~~progress~~firm, ~~towards~~since ~~our~~1989 ~~key~~and ~~strategic~~as ~~goals.~~a ~~Based~~managing onmember ~~the~~of ~~Nominating~~FBM ~~and~~Consults, ~~Compensation~~LLC ~~Committee’s~~since ~~reviews of executive compensation~~January 1, it2001. ~~was~~Mr. Bumstead ~~determined~~presently ~~that~~serves ~~the~~as ~~plan~~a ~~would~~director beand ~~primarily~~Chairman ~~comprised~~ of ~~base~~the ~~pay,~~Compensation Committee ~~incentive~~of ~~compensation~~Brookdale ~~and~~Senior ~~long-term~~Living, ~~incentive compensation~~Inc.; ~~Base~~a ~~pay~~New ~~would~~York beStock ~~comprised~~Exchange oflisted ~~an executive’s salary~~company, ~~while~~director ~~incentive compensation consists~~ of ~~cash~~ ~~bonuses~~United orSupermarkets, ~~immediately vested stock awards~~Inc.; ~~Long-term~~director ~~incentive~~of ~~compensation~~Nashville isWire ~~meant~~Products, toInc.; ~~reward~~a ~~multi-year~~trustee ~~achievements~~of ~~with~~The ~~awards~~Memorial ~~given~~Foundation ~~in stock options~~ and ~~restricted~~chairman ~~stock with vesting based on the occurrence~~ of ~~Company~~audit, ~~project~~finance ~~related~~and ~~intermediate~~investment ~~milestones.~~committees Byfor ~~providing~~the ~~these~~Country ~~three~~Music ~~pieces~~Association, ofInc. ~~compensation~~Mr. Bumstead itholds ~~was~~a ~~determined~~B.S. ~~that incentives would be~~ in ~~place~~Business toAdministration ~~achieve~~from ~~strategic~~Southern ~~short-term~~Methodist ~~milestones,~~University ~~while~~and ~~the~~a ~~long-term~~Masters ~~incentive~~of ~~compensation~~Business ~~would~~Management befrom ~~used~~Vanderbilt toOwen ~~reinforce~~Graduate ~~the~~School ~~sense~~ of ~~shared purpose~~Management. ~~From~~The board ~~time~~selected ~~to time, individual or corporate achievements or market pressures may merit additional discretionary grants being given throughout the year~~Mr. Bumstead ~~It is not our practice~~ to ~~time~~serve ~~these~~as ~~grants~~a ~~prior~~director tobecause ~~the release~~ of ~~material information~~his ~~but~~experience ~~rather~~in tofinancial ~~provide~~management ~~these~~and ~~grants~~his ~~during~~board ~~the~~experience ~~normal~~with ~~course~~other ofpublic ~~business~~companies. ~~These would be granted at the Nominating and Compensation Committees’ discretion.~~

The allocation among these compensation elements depends on performance objectives and market pressures. Generally more emphasis is placed on incentive compensation than base salary. Grants of incentive and long-term incentive compensation were generally at least 50% of the named executive compensation package.


Name	Age
Robert B. Rosene, Jr.		60

~~Base~~Mr. Rosene ~~Pay~~has been our Chairman of the board since November 19, 2007 and a director since March 1985. Mr. Rosene has been President of Seminole Energy Services, L.L.C., a natural gas marketing and gathering company, since 1998. Effective January 1, 2013 Mr. Rosene retired as President and CEO but remains as Chairman of the Board of Managers of Seminole Energy Services. From 1984 to August 1998, he was Vice President of Boyd Rosene and Associates, Inc., a natural gas consulting and marketing firm which he co-founded. From 1976 to 1984, he was employed with Transok Pipeline Company, where he served in various positions, including Manager of Rates and Contract Administration and director of Gas Acquisitions. In 1987, Mr. Rosene co-founded MBR Resources, an oil and gas production company with operations in Arkansas, New Mexico, Oklahoma and Texas. Mr. Rosene holds a B.A. in Accounting from Oklahoma Baptist University. The board selected Mr. Rosene for his expansive knowledge of the oil and gas industry and macro-economic global conditions and his ability to bring a unique and valuable perspective to the board.

~~Base~~2016 ~~salary~~— isClass ~~generally~~B ~~measured~~Directors by other peer group companies, as adjusted to take into account differences in market capitalization and for individual performance. Base pay is designed to be competitive with salary levels for comparable executive positions at other peer group companies engaged in the development of new technologies. The Nominating and Compensation Committee reviews such comparable salary information as one factor to be considered in determining the base pay for our executive officers. The Nominating and Compensation Committee also considers other factors, including that officer’s responsibilities, experience, leadership, potential future contribution and demonstrated individual performance measured against strategic business objectives. As the Company is in the early commercialization stage of business, the Nominating and Compensation Committee considers the liquidity of the Company when factoring base pay into management salaries. . Our philosophy and practice is to place a significant emphasis on incentive and long-term incentive compensation. The Nominating and Compensation Committee also considers internal pay equity among the executive officers and employees generally. The types and relative importance of the strategic business objectives and financial objectives vary among our executives depending on their positions and the particular operations and functions for which they are responsible. The compensation committee reviews base salaries annually. These salaries are reviewed at the first board meeting of each year and were increased in 2012. Annual base salaries for Edward G. Roth and Karen L. Power are currently $300,000 and $192,500, respectively.

Incentive Compensation


Name	Age
P. Anthony Jacobs		72

~~Incentive~~Mr. Jacobs ~~compensation~~has ~~takes~~served ~~the~~as ~~form~~a ofdirector ~~annual~~since ~~cash~~November or1995. ~~equity~~Mr. Jacobs ~~bonuses~~also ~~paid~~served atas ~~specific~~the ~~targets~~Chairman ~~ranging from 20% to 50%~~ of ~~salary for key~~ ~~executives~~the ~~based~~board onof ~~our~~SLH ~~compensation~~Corporation, ~~plan~~a ~~structure.~~predecessor ~~These~~to ~~payouts are based on~~ the ~~Nominating~~company, ~~and~~from ~~Compensation~~December ~~Committee’s~~1996 ~~review~~through ofthe ~~individual~~closing ~~performance~~date ~~related to cost targets and prosecution~~ of the ~~business~~merger of ~~the~~Syntroleum ~~Company.~~Corporation ~~The~~into ~~annual bonus~~SLH isCorporation ~~not~~in ~~typically~~August ~~dependent~~1998. ~~on macroeconomic conditions~~Mr. Jacobs ~~Annual~~retired ~~bonuses~~in ~~are~~1998. ~~paid~~Previously tohe ~~our~~served ~~executive~~as ~~officers~~President and ~~pursuant~~Chief toExecutive ~~our~~Officer ~~Syntroleum~~of ~~Incentive~~Lab ~~Compensation Plan~~Holdings, ~~which provides for cash bonuses based on achievement over the course of the year of performance objectives~~Inc., ~~The~~a ~~amount~~company ~~each~~principally ~~executive~~engaged ~~officer~~in ~~receives is determined by~~ the ~~Nominating~~laboratory ~~and~~testing ~~Compensation~~business, ~~Committee~~from ~~and~~September ~~the~~1997 ~~board~~until August of ~~directors~~1999 ~~and~~when ~~depends~~Lab onHoldings ~~the~~merged ~~individual’s~~with ~~performance~~Lab ~~and~~One, ~~level of responsibility~~Inc. ~~Typically~~ ~~executive~~From ~~officers~~1990 ~~may receive cash bonuses of 20%~~ to ~~50%~~1993, ofhe ~~their~~served ~~annual~~as ~~salary~~Executive ~~depending~~Vice President ~~on the achievement of individual~~ and ~~company~~Chief ~~goals~~Operating ~~during~~Officer ~~the~~of ~~year.~~Seafield ~~There~~Capital isCorporation, ~~no limitation on the annual bonus if individual achievement~~ and ~~company goals~~from ~~are~~May ~~exceeded~~1993 ~~during~~to ~~the~~September ~~year.~~1997, ~~Competitive~~he ~~market~~served ~~factors~~as ~~for~~President ~~employee~~and ~~retention~~Chief ~~are~~Operating ~~taken~~Officer ~~into~~of ~~account~~Seafield asCapital ~~well~~Corporation. asMr. Jacobs ~~corporate~~holds ~~performance~~a ~~when making these determinations~~B.A. ~~Successful achievement of all goals~~ and ~~objectives~~an ~~is not required for bonuses to be paid out~~M.B.A. ~~However,~~from the University ~~amount~~ of ~~bonus~~Kansas ~~paid~~and is ~~significantly~~also ~~impacted~~a byChartered ~~lack~~Financial ~~of goal achievement~~Analyst. AThe ~~minimum~~board ~~bonus~~selected ~~threshold is included in Edward G~~Mr. Jacobs ~~Roth’s~~to ~~employment~~serve ~~agreement~~as ~~requiring~~a ~~bonuses~~director ofbecause athe ~~least~~brings ~~50%~~extensive offinancial ~~annual~~expertise ~~salary each~~in ~~year.~~both ~~Increases to this amount are based on~~ the ~~factors~~public ~~described~~and ~~above~~private markets.

~~Incentive~~34 compensation may also take the form of a performance cash bonus paid at specific targets. These payouts are based on the Nominating and Compensation Committee’s review of execution of the business plan and success in that execution beyond budgeted or expected values. These bonuses are dependent on project related profitability and collections of profits. All business development, legal and final execution costs of a project are considered when determining profitability of a project. The amount each executive officer receives is determined by the Nominating and Compensation Committee and the board of directors and depends on the individual’s performance and level of responsibility related to the execution of the business plan and individual project.


Name	Age
James R. Seward		61

AtMr. Seward has served as a director since December 1988. Mr. Seward also served as the ~~end~~President, Chief Executive Officer and director of ~~2012~~SLH ~~individual~~Corporation ~~performance~~from ~~ratings~~February ~~were~~1997 ~~determined~~through ~~for~~the ~~executives~~closing ~~and~~date itof ~~was determined~~the ~~that~~merger ~~individual~~of ~~performance~~Syntroleum ~~was~~Corporation into SLH Corporation in ~~line~~August ~~with~~1998. ~~expectations,~~Mr. Seward ~~cash~~is ~~bonuses~~currently ~~related~~a toprivate ~~2012~~investor. ~~individual~~Mr. Seward presently ~~performance~~serves ~~were~~as ~~paid~~a director of Brookdale Senior Living, Inc, a company traded on ~~December 21~~the New York Stock Exchange and RBC Funds, ~~2012~~a family of publicly traded mutual funds. From 1990 to ~~Karen~~September L1997, Mr. Seward ~~Power~~served as Chief Financial Officer and ~~Edward~~a Gdirector of Seafield Capital Corporation. ~~Roth~~From in1990 ~~the~~to ~~amount~~May 1993, he served as Senior Vice President of ~~$67~~Seafield Capital Corporation,~~375~~ and ~~$200~~from May 1993 to September 1997,~~000,~~ ~~respectively~~he served as Executive Vice President. Mr. Seward holds a B.A. from ~~These~~Baker ~~bonuses~~University ~~were~~and ~~35%~~an M.B.A. in Finance and ~~67%~~a M.P.A. from the University of ~~2012~~Kansas ~~annual~~and ~~salaries~~is also a Chartered Financial Analyst. The board selected Mr. Seward to serve as a director because it believes he possesses valuable financial expertise, including ~~respectively~~extensive experience with capital markets transactions and investments in both public and private companies.

~~The~~During ~~nomination~~2013, ~~and compensation committee expectations~~the ~~for~~board ~~2012 included fiscal responsibility, expansion~~ of ~~engineering~~directors ~~services,~~held ~~and~~a ~~execution~~total of ~~improved~~10 ~~mechanical~~regular ~~reliability~~meetings atand ~~Dynamic~~11 ~~Fuels~~special ~~Plant.~~meetings ~~The Company was under budget on operating expenditures. The engineering team performed engineering work~~ and ~~provided~~took ~~licensor~~action ~~assistance~~by ~~throughout~~unanimous ~~2012~~written onconsent ~~the Dynamic Fuels Plant as well as worked~~ on ~~additional~~15 ~~studies for other clients~~occasions. ~~Key~~No ~~projects~~director ~~for~~attended ~~the~~fewer ~~Company~~than ~~for~~75% 2012 included, leased pilot plant operations for a client with successful data collected and licensor and engineering design services assistance for our Dynamic Fuels Plant. Mrs. Power and Mr. Roth played key roles in leading all of ~~these activities for~~ the ~~Company~~aggregate ~~and~~of ~~managing~~board ~~the~~meetings ~~staff~~ and ~~Company~~meetings ~~funds to achieve each~~ of ~~these~~any ~~goals. Given the~~ committee’s ~~view~~on which ofhe ~~their~~served ~~contributions to key roles~~ in ~~the~~2013 ~~Company the decision was made to make these payments in cash.~~

~~Performance~~EXECUTIVE ~~Based~~OFFICERS ~~Long-Term Equity Incentive Compensation~~

Long-term incentive compensation is tied directly to Company project related milestones that if achieved, are expected to increase stockholder return. Long-term incentive compensation consists of stock options and restricted stock, which generally vest based on specified milestones. The ~~exercise~~following ~~price of stock options is generally equal to the fair market value of the common stock on the date of grant. Stock options and restricted stock~~ are ~~designed to align the interests of~~ our ~~employees with those of our stockholders. In determining whether to grant stock options or restricted stock, the Nominating and Compensation Committee considers a variety of factors, including that~~ executive’s ~~current~~officers ~~ownership~~as ~~, the likelihood that the grant~~ of ~~those options or restricted stock would encourage the executive to remain with our company~~March 1, prior option grants (including the size of previous grants and the number of options and shares of restricted stock held), peer group analysis of similar positions and the value of the executive’s service to our company2014. ~~The compensation committee also considers these factors when determining whether to grant stock options or restricted stock to other employees. No new awards were granted to executives in 2012.~~

Performance based long term awards were last granted to executives in 2008 under the Company’s 2005 Stock Incentive Plan. The Nominating and Compensation Committee reviewed the amount of awards to each officer and employee and considered contributions to Company milestones and comparable compensation packages for officers within the same industry. Upon completion of this analysis the Nominating and Compensation Committee granted an additional award of restricted stock to Mr. Roth of 1,000,000 shares. Mrs. Power received options in the amount of 485,000 at an exercise price of $0.66. All of the performance milestones set forth in these grants have been achieved and the grants are fully vested.

~~Benefits~~ For biographical information on Mr. Roth, please see, “Class C Directors”.

~~Benefits~~Karen ~~are~~L. ~~part~~Power is ofa ~~the~~Senior ~~overall~~Vice ~~competitive~~President ~~compensation~~and ~~program~~our ~~designed~~Principal Financial Officer, having joined our company in June 2007. Mrs. Power was previously Executive Vice President, Chief Financial Officer and Cashier for Summit Bank from 2001 to ~~attract~~2007, Senior Vice President, Chief Financial Officer and ~~retain~~Cashier ~~employees~~for ~~including~~Federal BankCentre from 1998-2001, Vice President and ~~executive~~Chief ~~officers~~Financial Officer for Community Care HMO, Inc. ~~The~~from ~~named~~1994-1997, ~~executive~~and ~~officers~~Senior ~~participate~~Vice President and Chief Financial Officer for Western National Bank from 1984-1994. Prior to 1984 Mrs. Power served in ~~the~~various ~~same~~tax ~~benefit~~positions ~~programs~~with asArthur Andersen & ~~our~~Co., ~~general~~GRA, ~~employee~~Inc. ~~population~~and Commerce Bank. Mrs. Power is a Certified Public Accountant and received her Bachelor of Science in Business Administration from the University of Missouri-Kansas City, Missouri.

~~Severance~~ There is no family relationships, of first cousin or closer, amoung our directors and ~~Retirement~~executive officers, by blood, marriage or adoption.

~~Our~~SECTION 16(A) ~~severance~~BENEFICIAL ~~agreements~~OWNERSHIP ~~provide~~REPORTING ~~for~~COMPLIANCE the payment of salary for periods after the date of termination of employment that vary depending primarily upon the position held by the employee and the event giving rise to the termination of employment. The payment of severance is intended to provide financial security to the executive at competitive levels to attract and retain executive officers.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and owners of 10% or more of our common stock to file with the SEC and the Nasdaq Stock ~~Ownership~~Market ~~Guidelines~~initial reports of ownership and reports of changes in ownership of common stock. Based solely on a review of the copies of reports furnished to us and representations that no other reports were required, we believe that all of our directors, executive officers and 10% or more stockholders during the fiscal year ended December 31, 2013 complied on a timely basis with all applicable filing requirements under Section 16(a) of the Exchange Act.

~~Syntroleum~~35 does not have specific equity or other security ownership requirements or guidelines for management. Management is encouraged to take an ownership stake in the company and is specifically compensated with a trend towards equity compensation. Margin accounts of our common stock held by executive officers and trading in derivatives of our common stock by executive officers are discouraged but not specifically disallowed by corporate policy. Under our Code of Ethics and Conduct all insiders are bound by the rules of insider trading and speculation in Syntroleum stock is discouraged.

~~Section 162(m)~~CODE ofOF ~~the~~ETHICS Internal Revenue Code generally disallows a deduction to public companies to the extent of excess annual compensation over one million dollars paid to the chief executive officer or to any of the four other most highly compensated executive officers, except for qualified performance-based compensation. While the board considers all compensation paid to the Chief Executive Officer and the named executive officers to be performance-based, it does not meet all the definitions of “performance based” compensation in Section 162(m). The compensation committee strongly believes that retaining discretion in determining awards within the parameters of the performance goals is essential for long-term success. In the past, the effect of the amounts paid in excess of the deductibility amount has been immaterial to our tax return. We plan to review executive compensation as appropriate and take action as may be necessary to preserve the deductibility of compensation payments to the extent reasonably practical and consistent with our compensation objectives.

30We have adopted a written Code of Ethics that is applicable to our directors, chief executive officer, principal financial officer, controller and other executive officers. A copy of our Code of Ethics, Audit Committee Charter, and Nominating and Compensation Committee Charters is available on our website at www.syntroleum.com. Investors may request a copy of any of these documents at no charge by writing to Karen L. Power, Senior Vice President, Principal Financial Officer and Corporate Secretary, Syntroleum Corporation, 5416 S. Yale, Suite 400, Tulsa, OK 74135. We will disclose any amendments to the Code of Ethics and any waivers to the Code of Ethics for directors and executive officers by posting such information on our website or in a current report on Form 8-K filed with the SEC.

~~Table~~COMMITTEES ofOF ~~Contents~~THE BOARD OF DIRECTORS

~~EXECUTIVE~~The ~~COMPENSATION~~board of directors has two standing committees: the Audit Committee and the Nominating and Compensation Committee.

~~The~~Audit ~~following~~Committee Summary Compensation Table provides information regarding the compensation awarded to or earned during the years ended December 31, 2012, 2011 and 2010 by the persons named in the table, who we refer to in this Annual Report on Form 10-K as our “named executive officers”. The tables following the Summary Compensation Table provide additional detail with respect to grants of plan-based awards, the value of outstanding equity awards as of December 31, 2012, the value of options exercised and stock awards that vested during 2012 and estimates of changes of control and post-employment benefits.

~~Summary~~During 2013, ~~Compensation~~the ~~Table~~Audit Committee consisted of Messrs. Albe (Chairman), Bumstead, Jacobs, Rosene and Seward. The board of directors has determined that:

Name and PrincipalPosition	Year		Salary($)		Bonus($)		StockAwards($)		OptionAwards($)		Non-EquityIncentivePlanCompensation($)		Change inPension Value&NonqualifiedDeferred CompensationEarnings($)		All OtherCompensation($)		Total($)
(a)	(b)		(c)		(d)(2)		(e)(1)		(f)(1)		(g)		(h)		(i)(3)		(j)
Edward G. Roth; President and Chief Executive Officer		2012		300,000		200,000		—		—		—		—		11,250		511,250
		2011		260,000		130,000		—		—		—		—		11,000		401,000
		2010		260,000		200,000		—		—		—		—		11,000		471,000
Karen L. Power; Senior Vice President and Principal Financial Officer		2012		192,500		67,375		—		—		—		—		11,250		271,125
		2011		175,000		35,000		—		—		—		—		11,000		221,000
		2010		175,000		35,000		—		—		—		—		11,000		221,000

(i)

each member of the committee meets the independence criteria required by applicable law and the rules of the SEC and NASDAQ for audit committee membership;

(1ii) ~~The~~each ~~amounts~~member ~~in columns (e) and (f) reflect the grant date fair value~~ of ~~awards during~~ the ~~covered~~committee ~~year.~~is ~~Grant~~an ~~date~~“independent ~~fair~~director” ~~value~~as isdefined ~~determined~~ in ~~accordance~~Section ~~with~~10A(m)(1)(B)(3) the applicable Accounting Standard Codification 718, Stock Compensation. These amounts do not reflect whether the named executive officers have actually realized a financial benefit from the awards. For information on the assumptions used to calculate the value of the ~~awards,~~Exchange ~~refer~~Act toand ~~Note~~NASDAQ 8Listing toRule ~~our consolidated financial statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2012.~~5605(a)(2);

(2iii) ~~The~~each ~~amounts~~member inof ~~column (d) reflect~~ the ~~cash~~committee ~~awards~~meets toNASDAQ’s ~~the~~financial ~~named~~knowledge ~~executive~~requirements; ~~officers, which is discussed in further detail under “Compensation Discussion~~ and ~~Analysis-Incentive Compensation”. Amounts for bonuses were approved and paid on December 21, 2012.~~

(3iv) ~~Amounts~~Mr. ~~shown~~Albe inis ~~column~~the ~~(i)~~“audit ~~represent~~committee afinancial ~~Company~~expert” ~~match~~under ofSEC ~~401(k)~~rules ~~contributions~~and ~~paid~~meets inNASDAQ’s ~~the~~professional ~~form~~experience ~~of Company stock~~requirements.

WeThe ~~have~~Audit ~~entered~~Committee ~~into~~operates ~~employment~~pursuant ~~agreements~~to ~~with~~a ~~our~~written ~~two~~charter, ~~executive~~a ~~officers~~copy ~~and~~of ~~eight~~which ofcan be found at our ~~employees.~~website ~~These~~at ~~agreements~~http://www.syntroleum.com. ~~provide~~As ~~for~~more ~~annual~~fully ~~base~~described ~~salaries~~in ~~that~~the wecommittee ~~may~~charter, ~~increase~~the ~~from~~Audit ~~time~~Committee recommends to ~~time.~~the Inboard ~~addition~~of directors the independent registered public accounting firm to perform the audit of our financial statements and reviews: (i) the scope, ~~each~~plan ~~employment~~and ~~agreement~~findings of ~~entitles~~the audit and any recommendations of the ~~employee~~independent toregistered ~~participate~~public inaccounting ~~employee~~firm, ~~benefit~~(ii) the ~~plans~~adequacy ~~that~~of weinternal ~~may~~accounting ~~offer~~controls toand audit procedures, (iii) our ~~employees~~audited ~~from~~financial ~~time~~statements, (iv) the non-audit services performed by the independent registered public accounting firm, and (v) the fees paid to ~~time~~the independent registered public accounting firm for audit and non-audit services.

~~Under~~Nominating ~~each agreement, employment may be terminated as follows: by us upon the employee’s death, disability or retirement; by us upon the dissolution~~ and ~~liquidation~~Compensation ofCommittee ~~our company (unless our business is thereafter continued); by us for just cause; by the mutual agreement of the employee and us; and by either us or the employee upon 15 days’ written notice.~~

~~All~~During ~~agreements prohibit the employee from disclosing to third parties~~2013, ~~directly or indirectly, our trade secrets, either during or after~~ the ~~employee’s~~Nominating ~~employment~~and ~~with~~Compensation ~~our~~Committee ~~company,~~consisted ~~other than as required in the performance~~ of ~~the employee’s duties~~Messrs. ~~The~~Albe, ~~agreement also provides that the employee will not have or claim any right~~Bumstead, ~~title or interest in any trademark~~Jacobs, ~~service~~Rosene ~~mark~~(Chairman) orand ~~trade name that we own or use~~Seward. The ~~employee~~board ~~agrees to irrevocably assign to us all~~ of ~~the employee’s right, title and interest in and to any and all inventions and works of authorship made, generated or~~ ~~conceived~~directors byhas ~~the~~determined ~~employee during his or her period of employment with us and which related to our business or which were not developed on the employee’s own time. Each employee further agrees~~ that: ~~during the period of employment with us and for a period of two years following the termination of employment, the employee will not engage in certain activities related to our business.~~

~~Mr. Roth’s~~(i) ~~employment~~each ~~agreement,~~member ~~dated as~~ of ~~April 24,~~the ~~2007,~~committee ~~has~~qualifies aas 48an ~~month~~“outside ~~initial~~director” ~~term~~under ~~and~~Section is162(m) ~~automatically~~of ~~renewed~~the ~~for~~Internal ~~successive~~Revenue 12Code ~~month~~of ~~terms. The agreement provides for a $260~~1986,~~000 annual~~ ~~salary~~as ~~and~~amended a(the ~~minimum annual bonus equal to 50% of base salary. Our board may in its discretion increase these amounts.~~ “Code”);

31(ii) each member of the committee is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act; and

~~Table~~(iii) each member of ~~Contents~~the committee is an “independent director” as defined in NASDAQ Listing Rule 5605(a)(2).

~~Mrs. Power’s~~36 employment agreement, dated as of June 13, 2007, has an initial term of 12 months and is automatically renewed for successive 12 month terms. The agreement provides for a $175,000 annual salary subject to increase in our discretion.

NoThe ~~new~~Nominating ~~grants~~and ~~were~~Compensation ~~awarded~~Committee ~~during~~operates ~~2012~~pursuant to a written charter, a copy of which can be found on our website at http://www.syntroleum.com. As more fully described in the committee charter, the Nominating and Compensation Committee establishes and reports to the full board of directors with respect to compensation plans under which our officers and directors are eligible to participate, and recommends to the board of directors for approval the salary for our chief executive officer and other executive officers. The committee administers our 2005 Stock Incentive Plan and reviews our overall compensation philosophy and program on a regular basis. The committee also recommends policies concerning director compensation to the board of directors.

~~OUTSTANDING~~Item ~~EQUITY~~11. ~~AWARDS~~Executive ~~AT FISCAL YEAR-END~~ Compensation

~~The~~COMPENSATION ~~following~~DISCUSSION ~~table~~AND ~~provides~~ANALYSIS information on the current holdings of stock options and stock awards by the named executive officers which includes unexercised and unvested stock options and unvested restricted stock as of December 31, 2012.

	Option Awards										Stock Awards
Name	NumberofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable		Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable		EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)		OptionExercisePrice($)		OptionExpirationDate		Numberof Sharesor Unitsof StockThatHave NotVested(#)		MarketValue ofShares orUnits ofStock ThatHave NotVested($)		EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThat HaveNotVested(#)		EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNotVested($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Edward G. Roth; President and Chief Executive Officer												—		—		—		—
		150,000		—		—		2.89		12/8/16		—		—		—		—
Karen L. Power; Senior Vice President and Principal Financial Officer		365,000		—		—		0.66		11/21/18		—		—		—		—

Executive Compensation Philosophy and Objectives

32The objective of Syntroleum’s executive compensation policy is to attract, retain and motivate highly qualified individuals and to align their interests with our stockholders. We do this by offering competitive, interrelated compensation components that are designed to reward them for results that have been identified as important factors in enhancing stockholder value. The tables that you find in this Annual Report on Form 10-K contain specific information about the compensation earned or paid in 2013, 2012 and 2011 to Edward G. Roth and Karen L. Power, whom we refer to as our “named executive officers” as of December 31, 2013.

~~Table~~The board of ~~Contents~~directors has considered our stockholders vote on the “Say on Pay” issues and, as voted by a majority of the stockholders, has determined to submit the question of management compensation to its stockholders annually.

~~2012~~Role ~~OPTION~~of ~~EXERCISES~~the ~~AND~~Nominating ~~STOCK~~and ~~VESTED~~Compensation Committee and Management

The ~~following~~Nominating ~~table~~and ~~provides~~Compensation ~~information~~Committee ondetermines ~~the~~cash ~~exercise~~bonuses and stock option and restricted stock awards and changes in remuneration to our executive officers. Bonuses and grants of stock options and restricted stock are individually determined and administered by the Nominating and Compensation Committee. The Chief Executive Officer works with the ~~vesting~~Nominating and Compensation Committee in the design of ~~restricted~~the ~~stock~~plans ~~for~~and makes recommendations to the ~~named~~committee regarding the salaries and bonuses of executive officers ~~during~~that ~~2012~~report directly to him as well as the salaries and bonuses and the award of options and restricted stock to other employees.

Option Awards

Stock Awards

Name

Number ofSharesAcquiredon Exercise(#)

Value Realizedon Exercise($)

Number ofSharesAcquiredon Vesting(#)

Value Realizedon Vesting($)

(a)

(b)

(c)

(d)

(e)(1)

Edward G. Roth; President and Chief Executive Officer

—

900,000

612,000

Karen L. Power; Senior Vice President and Principal Financial Officer

—

Our executive compensation guidelines, as established by the Nominating and Compensation Committee, are designed to pay a base salary generally measured by other peer group companies, as adjusted to take into account differences in revenue size and for individual performance. Syntroleum’s 2013 peer group includes Pacific Ethanol, Inc., Synthesis Energy Systems, Inc., BioFuel Energy Corp, Renewable Energy Group, Inc., Future Fuels Corp., Solazyme, GEVO, Amyris, KiOR and Codexis. Mr. Roth’s salary is paid under the terms of an employment agreement described below.

~~(1)~~Incentive ~~The~~compensation ~~value~~takes ~~realized~~the inform ~~column~~of ~~(e)~~equity isand ~~equal~~cash. As part of this process, the Nominating and Compensation Committee recommends the Chief Executive Officer’s incentive compensation award to the ~~number~~board of ~~vesting~~directors ~~shares~~for ~~multiplied~~approval and reviews and approves the awards recommended by the ~~closing~~Chief Executive Officer with respect to the other executive officer. Such awards reward participants for achieving established cost targets and prosecuting the business of the Company, reward execution of the business plan and success in execution beyond budgeted or expected values, and reward performance related to specific commercialization projects. These awards can take the form of cash or Syntroleum Corporation restricted stock ~~price~~or options with performance vesting schedules. In 2013, 2012 and 2011, these awards took the form of $0cash.68 All oncash or equity grants to named executive officers are approved by the ~~vest~~Nominating ~~date~~and Compensation Committee.

~~Post~~Typically, ~~Employment~~increases ~~Benefits/Change~~in base compensation occur upon significant changes in job responsibility or notable changes in the job market. Normally, previous compensation actions do not influence current year’s awards or grants except in the case of ~~Control~~awards ~~Arrangement~~intended to cover multi-year periods.

~~Each~~37 of our employment agreements with our executive officers and key employees may be terminated as follows: (i) by us upon the employee’s death, disability or retirement; (ii) by us upon the dissolution and liquidation of our company (unless our business is thereafter continued); (iii) by us for just cause; (iv) by the mutual agreement of the employee and us; and (v) by either us or the employee upon 15 days’ written notice.

InElements ~~the event~~ of aCompensation ~~change~~Plan in control of our company and a termination in the executive’s employment within one year period immediately following the change of control, the employee is entitled to receive substantially the same amounts as the severance amounts provided above payable over the same periods as described above and will receive a vested right to all shares and options outstanding.

Our compensation plan for key executives includes long-term milestone based incentives. We believe that by making milestone based incentives the basis for incentive awards provides the board of directors with a means to emphasize and monitor management’s progress towards our key strategic goals. Based on the Nominating and Compensation Committee’s ~~Report~~reviews of executive compensation, it was determined that the plan would be primarily comprised of base pay, incentive compensation and long-term incentive compensation. Base pay would be comprised of an executive’s salary, while incentive compensation consists of cash bonuses or immediately vested stock awards. Long-term incentive compensation is meant to reward multi-year achievements with awards given in stock options and restricted stock with vesting based on the occurrence of Company project related intermediate milestones. By providing these three pieces of compensation it was determined that incentives would be in place to achieve strategic short-term milestones, while the long-term incentive compensation would be used to reinforce the sense of shared purpose. From time to time, individual or corporate achievements or market pressures may merit additional discretionary grants being given throughout the year. It is not our practice to time these grants prior to the release of material information but rather to provide these grants during the normal course of business. These would be granted at the Nominating and Compensation Committees’ discretion.

The ~~Nominating~~allocation ~~and~~among ~~Compensation~~these ~~Committee has reviewed and discussed the~~ compensation ~~discussion~~elements ~~and~~depends ~~analysis~~on ~~with~~performance ~~management~~objectives and ~~has~~market ~~recommended to the board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2012~~pressures.

~~Nominating~~Base ~~and~~Pay ~~Compensation Committee~~

~~Alvin~~Base Rsalary is generally measured by other peer group companies, as adjusted to take into account differences in market capitalization and for individual performance. ~~Albe~~Base pay is designed to be competitive with salary levels for comparable executive positions at other peer group companies engaged in the development of new technologies. The Nominating and Compensation Committee reviews such comparable salary information as one factor to be considered in determining the base pay for our executive officers. The Nominating and Compensation Committee also considers other factors, Jrincluding that officer’s responsibilities, experience, leadership, potential future contribution and demonstrated individual performance measured against strategic business objectives. As the Company is in the early commercialization stage of business, the Nominating and Compensation Committee considers the liquidity of the Company when factoring base pay into management salaries. Our philosophy and practice is to place a significant emphasis on incentive and long-term incentive compensation. The Nominating and Compensation Committee also considers internal pay equity among the executive officers and employees generally. The types and relative importance of the strategic business objectives and financial objectives vary among our executives depending on their positions and the particular operations and functions for which they are responsible. The Nominating and Compensation Committee reviews base salaries annually. Annual base salaries for Edward G. Roth and Karen L. Power are currently $300,000 and $192,500, respectively.

~~Frank~~Incentive Compensation ~~M. Bumstead~~

PIncentive compensation takes the form of annual cash or equity bonuses paid at specific targets ranging from 20% to 50% of salary for key executives based on our compensation plan structure. ~~Anthony~~These ~~Jacobs~~payouts are based on the Nominating and Compensation Committee’s review of individual performance related to cost targets and prosecution of the business of the Company. The annual bonus is not typically dependent on macroeconomic conditions. Annual bonuses are paid to our executive officers pursuant to our Syntroleum Incentive Compensation Plan, which provides for cash bonuses based on achievement over the course of the year of performance objectives. The amount each executive officer receives is determined by the Nominating and Compensation Committee and the board of directors and depends on the individual’s performance and level of responsibility. Typically executive officers may receive cash bonuses of 20% to 50% of their annual salary depending on the achievement of individual and Company goals during the year. There is no limitation on the annual bonus if individual achievement and Company goals are exceeded during the year. Competitive market factors for employee retention are taken into account as well as corporate performance when making these determinations. Successful achievement of all goals and objectives is not required for bonuses to be paid out. However, the amount of bonus paid is significantly impacted by lack of goal achievement. A minimum bonus threshold is included in Edward G. Roth’s employment agreement requiring bonuses of at least 50% of annual salary each year. Increases to this amount are based on the factors described above.

~~Robert~~38 ~~B. Rosene, Jr. (Chairman)~~

33Incentive compensation may also take the form of a performance cash bonus paid at specific targets. These payouts are based on the Nominating and Compensation Committee’s review of execution of the business plan and success in that execution beyond budgeted or expected values. These bonuses are dependent on project related profitability and collections of profits. All business development, legal and final execution costs of a project are considered when determining profitability of a project. The amount each executive officer receives is determined by the Nominating and Compensation Committee and the board of directors and depends on the individual’s performance and level of responsibility related to the execution of the business plan and individual project.

~~Table~~At the end of ~~Contents~~2013 individual performance ratings were determined for executives and it was determined that individual performance was in line with expectations, cash bonuses related to 2013 individual performance were paid on December 20, 2013 to Karen L. Power and Edward G. Roth in the amount of $43,313 and $200,000, respectively. These bonuses were 22% and 67% of 2013 annual salaries, respectively.

~~Item~~The nomination and compensation committee expectations for 2013 included fiscal responsibility, expansion of engineering services, and execution of improved mechanical reliability at the Geismar Facility. The Company was under budget from normal operating expenditures but over budget due to legal fees associated with ongoing litigation and negotiations related to the Asset Sale. The engineering team performed engineering work and provided licensor assistance as requested throughout 2013 on the Geismar Facility as well as worked on additional studies for other clients. Key projects for the Company for 2013 included, engineering support to pilot plant operations for a client with successful data collected and licensor and engineering design services assistance for the Geismar Facility. Mrs. 12Power and Mr. Roth ~~Security~~played ~~Ownership~~key roles in leading all of ~~Certain~~these ~~Beneficial~~activities ~~Owners~~for the Company and ~~Management~~ managing the staff and ~~Related~~Company ~~Stockholder~~funds ~~Matters~~to achieve each of these goals. Given the committee’s view of their contributions to key roles in the Company the decision was made to make these payments in cash.

~~Unless~~Performance ~~otherwise~~Based ~~stated,~~Long-Term ~~the~~Equity ~~following~~Incentive table sets forth the number of shares of our common stock beneficially owned as of March 01, 2013, by (1) each director and nominee for director, (2) each of the executive officers named in the Summary Compensation Table in this proxy statement, (3) all directors and executive officers as a group; and (4) all persons known by us to be the beneficial owners of at least five percent (5%) of our outstanding common stock. As of March 01, 2013, there were 99,238,146 shares of our common stock issued and outstanding.

Name (1)(2)	Shares		Percentageof Class
Current Executive Officers
Edward G. Roth		2,176,111		2.2	%
Karen L. Power		550,037		*
Directors
Alvin R. Albe, Jr.		651,462		*
Frank M. Bumstead(3)		691,912		*
P. Anthony Jacobs(4)		987,386		1.0	%
Robert B. Rosene, Jr.(5)		1,125,153		1.1	%
James R. Seward		727,654		*
All directors and executive officers as a group (7 persons)		6,909,715		6.9	%
Tyson Foods, Inc. 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999		8,000,000		8.1	%

Long-term incentive compensation is tied directly to Company project related milestones that if achieved, are expected to increase stockholder return. Long-term incentive compensation consists of stock options and restricted stock, which generally vest based on specified milestones. The exercise price of stock options is generally equal to the fair market value of the common stock on the date of grant. Stock options and restricted stock are designed to align the interests of our employees with those of our stockholders. In determining whether to grant stock options or restricted stock, the Nominating and Compensation Committee considers a variety of factors, including that executive’s current ownership, the likelihood that the grant of those options or restricted stock would encourage the executive to remain with our Company, prior option grants (including the size of previous grants and the number of options and shares of restricted stock held), peer group analysis of similar positions and the value of the executive’s service to our Company. The compensation committee also considers these factors when determining whether to grant stock options or restricted stock to other employees. No new awards were granted to executives in 2013.

*Benefits ~~Represents ownership of less than 1%.~~

~~(1)~~Benefits ~~Except~~are aspart ~~otherwise~~of ~~noted~~the overall ~~and~~competitive ~~subject~~compensation toprogram ~~applicable~~designed ~~community~~to ~~property~~attract ~~laws, each stockholder has sole voting~~ and ~~investment~~retain ~~power~~employees ~~with~~including ~~respect~~executive ~~to the shares beneficially owned~~officers. The ~~business~~named ~~address of each director and~~ executive ~~officer~~officers isparticipate ~~c/o~~in ~~Syntroleum~~the ~~Corporation,~~same ~~5416~~benefit Sprograms ~~Yale~~as ~~Ave.,~~our ~~Suite~~general ~~400,~~employee ~~Tulsa, OK, 74135~~population.

~~(2)~~Severance ~~Shares of common stock subject to options~~ and ~~warrants~~Retirement that are exercisable within 60 days of the date of this proxy statement are deemed outstanding for purposes of determining beneficial ownership and computing the percentage ownership of such person, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Accordingly, the following shares of common stock subject to stock options or warrants are included in the table: Edward G. Roth – 150,000; Karen L. Power – 365,000; Alvin R. Albe, Jr. – 6,408; Frank M. Bumstead – 6,408; P. Anthony Jacobs – 6,408; Robert B. Rosene, Jr. – 6,408; James R. Seward – 2,242; and all directors and executive officers as a group – 542,874.

~~Under~~Our severance agreements provide for the ~~Company~~payment ~~401K~~of ~~Plan,~~salary ~~the~~for ~~Company~~periods ~~matches~~after ~~employee~~the ~~contributions~~date ~~with~~of ~~shares~~termination of ~~common~~employment ~~stock.~~that ~~Shares~~vary ofdepending ~~common~~primarily ~~stock~~upon the position held by ~~individuals~~the inemployee ~~their~~and ~~401K~~the ~~Plan~~event ~~are:~~giving ~~Edward~~rise Gto the termination of employment. ~~Roth~~The –payment ~~58,468~~of severance ~~and~~is ~~Karen~~intended L.to ~~Power~~provide –financial ~~25,137~~security to the executive at competitive levels to attract and retain executive officers.

~~(3)~~Stock ~~Includes~~Ownership Guidelines ~~13,847 shares of common stock held by Mr. Bumstead’s wife, as to which he disclaims beneficial ownership.~~

~~(4)~~Syntroleum ~~Includes~~does ~~140,000~~not ~~shares~~have specific equity or other security ownership requirements or guidelines for management. Management is encouraged to take an ownership stake in the Company and is specifically compensated with a trend towards equity compensation. Margin accounts of our common stock held by ~~Mr.~~executive ~~Jacobs’~~officers ~~wife,~~and astrading toin ~~which~~derivatives heof ~~disclaims~~our ~~beneficial~~common ~~ownership,~~stock by executive officers are discouraged but not specifically disallowed by corporate policy. Under our Code of Ethics and ~~715,978~~Conduct ~~shares~~all ~~held~~insiders are bound by the P.rules ~~Anthony~~of ~~Jacobs~~insider ~~Trust~~trading and speculation in Syntroleum stock is discouraged.

~~(5)~~39 ~~Includes 10,200 shares of common stock owned by trusts the beneficiaries of which are Mr. Rosene’s children, as to which Mr. Rosene disclaims beneficial ownership.~~

~~The~~Compliance ~~following~~with ~~table~~Internal ~~provides~~Revenue ~~information~~Code ~~concerning securities authorized for issuance under our equity compensation plans as of December~~Section ~~31,~~162(m) ~~2012.~~

34Section 162(m) of the Internal Revenue Code generally disallows a deduction to public companies to the extent of excess annual compensation over one million dollars paid to the chief executive officer or to any of the four other most highly compensated executive officers, except for qualified performance-based compensation. While the board of directors considers all compensation paid to the Chief Executive Officer and the named executive officers to be performance-based, it does not meet all the definitions of “performance based” compensation in Section 162(m). The compensation committee strongly believes that retaining discretion in determining awards within the parameters of the performance goals is essential for long-term success. In the past, the effect of the amounts paid in excess of the deductibility amount has been immaterial to our tax return. We plan to review executive compensation as appropriate and take action as may be necessary to preserve the deductibility of compensation payments to the extent reasonably practical and consistent with our compensation objectives.

~~Table~~EXECUTIVE ofCOMPENSATION ~~Contents~~

~~Equity~~2013 Summary Compensation ~~Plan~~Table ~~Information~~

Plan Category	Number of Securities tobe Issued Upon Exerciseof Outstanding Options,Warrants and Rights(a)		Weighted-average ExercisePrice of OutstandingOptions, Warrants andRights(b)		Number of SecuritiesRemaining Available forFuture Issuance UnderEquity Compensation Plans(excluding securitiesreflected in column (a))(c)
Equity Compensation Plans Approved by Security Holders (1)(2)		6,479,539	$	1.93		5,806,834
Equity Compensation Plans Not Approved by Security Holders (3)(4)		4,250,000	$	2.87		7,750,000
Total		10,729,539	$	2.30		13,556,834

The following table summarizes the compensation earned by our principal executive officer and principal financial officer during the years ended December 31, 2013, 2012, and 2011. We refer to these officers in this Annual Report on Form 10-K as our named executive officers.

(1) Includes the 1993 Stock Option and Incentive Plan, the 1997 Stock Incentive Plan, the 2005 Stock Incentive Plan, as amended, including the Stock Option Plan for Outside Directors.


Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)		Total ($)
Edward G. Roth; President and Chief Executive Officer		2013		300,000		200,000		—		—		—		—		11,500		511,500
		2012		300,000		200,000		—		—		—		—		11,250		511,250
		2011		260,000		130,000		—		—		—		—		11,000		401,000
Karen L. Power; Senior Vice President and Principal Financial Officer		2013		192,500		43,313		—		—		—		—		11,500		247,313
		2012		192,500		67,375		—		—		—		—		11,250		271,125
		2011		175,000		35,000		—		—		—		—		11,000		221,000

(2) Includes up to 75,000 shares to be issued upon exercise of warrants issued to Sovereign Oil & Gas Company II, LLC, a consulting firm that we previously have retained to assist us in acquiring stranded natural gas fields worldwide, which were approved by our stockholders. The warrants are issuable in varying amounts upon the acquisition of properties of the achievement of third-party participation in a project, and have an exercise price of between $6.40 ~~and $7.98 per share for warrants issued since October 2004.~~

(41) WeReflects ~~have~~the ~~registered~~cash ~~via~~bonus ~~S-8~~awards ~~1,500,000 shares of common stock issuable as matching pursuant~~ to ~~the~~our ~~terms~~named ofexecutive ~~the Syntroleum 401 (k) Plan~~officers. ~~As of December 31, 2012, we have issued 775,953 shares under this Plan.~~

~~Item 13.~~(2) ~~Certain~~Reflects ~~Relationships~~the ~~and Related~~Company’s ~~Transactions,~~matching ~~and~~of ~~Director~~401(k) ~~Independence~~plan contributions paid in the form of common stock.

~~Affirmative~~2013 Grants ~~Determinations~~of ~~Regarding~~Plan-Based ~~Director~~Awards ~~Independence and Other Matters~~

~~Our~~The ~~board~~Company ofdid ~~directors~~not ~~has~~make ~~determined~~any ~~that~~grants ~~each~~ of ~~the~~plan-based ~~following~~awards ~~directors~~to isits annamed ~~“independent~~executive ~~director”~~officers asduring ~~such term is defined in Rule 5605(a) (2) of~~ the ~~Nasdaq~~fiscal ~~Stock~~year ~~Market (“Nasdaq”) Listing Rules: Alvin R. Albe~~ended December 31, Jr2013., ~~Frank M. Bumstead, P. Anthony Jacobs, Robert B. Rosene, Jr. and James R. Seward.~~

~~These~~2013 ~~five~~Outstanding ~~directors~~Equity ~~are~~Awards ~~each~~at ~~referred~~Fiscal toYear-End ~~individually as an “independent director” and collectively as the “independent directors.”~~

The ~~board~~following oftable ~~directors~~shows ~~has~~grants ~~also determined that each member~~ of ~~the~~stock ~~two~~options ~~committees~~outstanding ofon ~~the~~December 31, ~~board~~2013, ~~meets~~ the ~~independence~~ ~~requirements~~last ~~applicable~~day toof ~~those~~our ~~committees~~fiscal ~~prescribed by Nasdaq~~year, ~~the~~to ~~Securities~~each ~~and~~of ~~Exchange~~our ~~Commission~~named ~~(“SEC”) and the Internal Revenue Service~~executive officers.

The Nominating and Compensation Committee reviewed the applicable legal standards for board member and board committee independence. On the basis of this review, the Nominating and Compensation Committee disclosed no change to the full board of directors and the board made its “independent director” determinations based upon the Nominating and Compensation Committee’s disclosure and each director’s review of the information made available to the Nominating and Compensation Committee.

Name

Date of
Grant

Number

Securities
Underlying
Unexercised
Options

(#)

Exercisable

Number of
Securities
Underlying
Unexercised
Options

(#)

Unexercisable

Option
Exercise
Price

($)

Expiration
Date

Edward G. Roth

12/08/2006

15,000

—

28.90

12/8/16

Karen L. Power

11/21/2008

36,500

—

6.60

11/21/18

~~Certain~~2013 ~~Relationships~~Options ~~and~~Exercised ~~Related Person Transactions~~ and ~~Code~~Stock ofVested ~~Ethics~~

WeDuring ~~have~~the ayear ~~written~~end ~~Code~~December 31, of2013, ~~Ethics~~no ~~and~~stock ~~Conduct~~options ~~pursuant~~were toexercised ~~which~~by weour ~~evaluate~~named ~~all~~executive ~~transactions~~officers ~~required to be reported under Item 404 of Regulation S-K promulgated under the Securities Act~~ and ~~the~~none ~~Exchange Act. The Code~~ of ~~Ethics is accessible on~~ our ~~website,~~named ~~www.syntroleum.com. This policy provides for the transaction to be brought to the attention of the~~executive ~~CEO,~~officers ~~PFO~~held orshares ~~Audit Committee for approval. If approval is obtained, our practice is to take the matter to our board~~ of ~~directors~~restricted ~~and,~~common instock ~~certain~~that ~~circumstances involving equity transactions, to our stockholders~~vested.

35Pension Benefits

~~Table~~We ofdid ~~Contents~~not sponsor any defined benefit pension or other actuarial plan for our named executive officers during the year ended December 31, 2013.

~~Tyson~~Nonqualified ~~Foods,~~Deferred aCompensation greater than 8% shareholder, is our partner in the Dynamic Fuels venture which is discussed at length in our SEC filings. We provide technical engineering, licensing and other services to Dynamic Fuels and Tyson provides feedstock procurement, supplies portions of the required feedstock and fulfills the accounting controllership role.

~~Item 14.~~We ~~Principal~~did ~~Accountant~~not ~~Fees~~maintain ~~and~~any ~~Services~~nonqualified defined contribution or other deferred compensation plans or arrangements for our named executive officers during the year ended December 31, 2013.

~~Independent~~41 ~~Registered Public Accounting Firm’s Fees~~

	2012		2011
Audit Fees	$	140,000	$	140,000
Audit-Related Fees*		24,000		22,500
All Other Services**		6,025		27,500
Tax Fees		15,000		15,000
Total	$	185,025	$	205,000

Employment Agreements

*We ~~Represents~~have ~~fees~~entered ~~for~~into ~~professional~~employment ~~services~~agreements ~~rendered~~with both of our named executive officers. These agreements provide for ~~review~~annual ofbase ~~filings~~salaries that we may increase from time to time. In addition, each employment agreement entitles the employee to participate in ~~2012~~employee ~~and~~benefit ~~2011~~plans that we may offer to our employees from time to time.

**Under ~~Represents~~each ~~fees~~agreement, ~~related~~employment tomay be terminated as follows: by us upon the employee’s death, disability or retirement; by us upon the dissolution and liquidation of the Company ~~shelf~~(unless ~~registration~~our ~~statement~~business onis ~~Form~~thereafter ~~S-3~~continued); by us for just cause; by the mutual agreement of the employee and us; and by either us or the employee upon 15 days’ written notice.

~~The~~All ~~Audit~~agreements ~~Committee~~prohibit ~~has~~the ~~considered~~employee ~~whether~~from ~~the~~disclosing ~~provision~~to ofthird ~~services~~parties, ~~rendered~~directly inor ~~2012~~indirectly, our trade secrets, either during or after the employee’s employment with the Company, other than as required in the ~~audit~~performance of ~~our~~the ~~financial~~employee’s ~~statements,~~duties. The agreements also provide that the ~~2012~~employee ~~audit~~will ofnot ~~effectiveness~~have ofor ~~internal~~claim ~~controls~~any ~~over~~right, ~~financial~~title or interest in any trademark, ~~reporting~~service mark or trade name that we own or use. The employees agreed to irrevocably assign to us all of their right, title and interest in and to any and all inventions and works of authorship made, generated or conceived by the ~~reviews~~employee during his or her period of employment with us and which related to our ~~quarterly~~business ~~financial~~or ~~statements,~~which ~~was~~were ~~compatible~~not ~~with~~developed ~~maintaining~~on the ~~independence~~employee’s own time. Each employee further agreed that during the period of ~~HoganTaylor~~employment ~~LLP~~with us and ~~determined~~for ~~that~~a period of two years following the ~~provision~~termination of ~~such~~employment, ~~services~~the ~~was~~employee ~~compatible~~will ~~with~~not ~~maintaining~~engage ~~such~~in ~~independence~~certain activities related to our business.

~~The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditor~~Mr. ~~The Audit Committee~~ Roth’s employment ~~amended~~agreement, ~~and~~dated ~~restated~~as ~~charter allows the Audit Committee to delegate to subcommittees consisting~~ of ~~one~~April 24, ~~or more members the authority to grant pre-approvals of audit and permitted non-audit services between Audit Committee meetings~~2007, ~~provided~~ ~~that the subcommittee reports any pre-approval decisions to the full Audit Committee at the committee’s next scheduled meeting. The Audit Committee~~ has ~~adopted~~a ~~policies~~48 ~~and~~month ~~procedures~~initial ~~for~~term ~~pre-approving all audit~~ and ~~non-audit~~is ~~services performed~~automatically byrenewed ~~the~~for ~~independent~~successive registered public accounting firm. The policy requires advance approval by the Audit Committee of all audit and non-audit work. Unless the specific service has been previously pre-approved with respect to the 12- month ~~period~~ ~~following the advance approval, the Audit Committee must approve a service before the independent registered public accounting firm is engaged to perform the service~~terms. The ~~Audit~~agreement ~~Committee~~provides ~~has given advance approval~~ for ~~specified~~a ~~audit~~$260, ~~audit-related~~000 ~~and~~annual ~~tax~~salary ~~services~~and ~~for~~a ~~2013.~~minimum ~~Requests~~annual ~~for~~bonus ~~services~~equal ~~that have received this pre-approval are subject~~ to ~~specified~~50% ~~fee or budget restrictions as well as internal management controls. All~~ of ~~the 2012 audit and non-audit services described~~base ~~above were pre-approved by the Audit Committee in accordance with its charter~~salary, ~~its~~subject ~~policies and procedures, and pursuant~~ to ~~applicable~~increase ~~rules~~in ofour ~~the SEC~~discretion.

36Mrs. Power’s employment agreement, dated as of June 13, 2007, has an initial term of 12 months and is automatically renewed for successive 12 month terms. The agreement provides for a $175,000 annual salary, subject to increase in our discretion.

~~Table~~Post-Employment Benefits and Change of ~~Contents~~Control Arrangements

~~PART~~If IVwe terminate Mr. Roth’s employment for any reason other than (i) as a result of his death, disability or retirement, (ii) upon our dissolution or liquidation, or (ii) for just cause, Mr. Roth is entitled to receive an amount equal to 300% of his then-current annual salary payable over 24 months following termination of employment. Had Mr. Roth’s employment with Syntroleum been terminated by Syntroleum other than for the reasons set forth above (regardless of whether Syntroleum had undergone a change of control), Mr. Roth would have been entitled to severance pay in an aggregate amount equal to $900,000.

~~Item~~If we terminate Mrs. 15Power’s employment for any reason other than (i) as a result of her death, disability or retirement, (ii) upon our dissolution or liquidation, or (ii) for just cause, Mrs. Power ~~Exhibits~~is ~~and~~entitled ~~Financial~~to ~~Statement~~receive ~~Schedules~~an amount equal to three months of her then-current annual salary payable over three months following termination of employment. Had Mrs. Power’s employment with Syntroleum been terminated by Syntroleum other than for the reasons set forth above (regardless of whether Syntroleum had undergone a change of control), Mrs. Power would have been entitled to severance pay in an aggregate amount equal to $48,125.

~~(a)(1)~~DIRECTOR ~~Financial~~COMPENSATION ~~Statements~~

~~Consolidated~~We ~~Financial~~do ~~Statements~~not pay our directors a cash retainer. All directors are reimbursed for ~~the~~their ~~Three~~travel ~~Years~~and ~~Ended~~other ~~December 31,~~expenses ~~2012:~~involved in attendance at board of directors and committee meetings.

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of December 31, 2012 and 2011			F-2
Consolidated Statements of Operations for each of the Three Years in the Period Ended December 31, 2012			F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for each of the Three Year in the Period Ended December 31, 2012			F-4
Consolidated Statements of Cash Flows for each of the Three Years in the Period Ended December 31, 2012			F-5
Notes to Consolidated Financial Statements			F-6

Under the 2005 Stock Incentive Plan, non-employee directors are eligible to receive grants of options to purchase shares of our common stock or awards of common stock or restricted stock. On January 1 of each year, non-employee directors received annual grants of a number of shares of our common stock determined by dividing $50,000 by the closing price of our common stock on the last trading day of the previous year. We granted 62,500 shares to our directors on January 1, 2013 at a grant date stock price of $4.00 and expect to continue the annual grant of common stock to non-employee directors as part of their compensation for service on our board of directors. Robert B. Rosene, Jr., chairman of the board of directors received an additional grant of 25,000 shares of common stock at a grant date price of $4.00 in recognition of his additional services as chairman of the board of directors.

~~(a)(2)~~42 ~~Financial Statement Schedules~~

~~(a)(3)~~Employees ~~Index~~who are directors are not paid any fees or additional remuneration for their services as members of ~~Exhibits~~the board of directors or any committee of the board of directors.

Exhibit No.		Description of Exhibit
*2.1		Purchase and Sale agreement between the Company and Sasol (USA) corporation dated March 1, 2013 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on form 8-K filed with the Securities and Exchange Commission on March 7, 2013 (File No. 001-34490)).
*3.1		Certificate of Incorporation of the Company (incorporated by reference to Appendix B to the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 12, 1999 (File No. 0-21911)).
*3.2		Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated October 24, 2004 (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Company’s Current Report on Form 8-K dated June 17, 1999 and filed with the Securities and Exchange Commission on October 28, 2004 (File No. 0-21911)).
*3.3		Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 7, 2006 (File No. 0-21911)).
*3.3.1		Amendment to the Bylaws of the Company (incorporated by reference to Exhibit 3.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 7, 2006 (File No. 0-21911)).
*3.3.2		Amendment to the Bylaws of the Company adopted on April 22, 2008 (incorporated by reference to Exhibit 3.3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).
*4.1		Second Amended and Restated Rights Agreement dated as of October 28, 2004 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2004 (File No. 0-21911)).
*4.1.1		Amendment dated as of November 15, 2007, to Second Amended and Restated Rights Agreement (incorporated by reference to Exhibit 4.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).
*4.4		Warrant Agreement, dated as of June 22, 2007, between the Company and Tyson Foods, Inc. a Delaware Corporation (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911)).

2013 Director Compensation Table


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Option Awards ($)		Non- Equity Incentive Plan Compen- sation ($)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Alvin R. Albe, Jr			50,000		—		—		—		—		50,000
Frank M. Bumstead			50,000		—		—		—		—		50,000
P. Anthony Jacobs			50,000		—		—		—		—		50,000
Robert B. Rosene, Jr.			150,000		—		—		—		—		150,000
James R. Seward			50,000		—		—		—		—		50,000

~~Table~~(1) ofAll ~~Contents~~amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

*4.5		Registration Rights Agreement dated as of June 22, 2007, between the Company and Tyson Foods, Inc. a Delaware Corporation (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911)).
*4.6		Warrant Agreement with Tyson Foods, Inc dated as of June 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed with the Securities and Exchange Commission on August 4, 2008 (File No. 0-21911).
*4.7		Warrants to Purchase 8,000,000 Shares of Common Stock Dated as of October 21, 2008 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008 filed with the Securities and Exchange Commission on October 31, 2008 (File No. 0-21911).
*4.8		Common Stock Purchase Warrant Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.89 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).
*4.9		Common Stock Purchase Warrant Dated December 30, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.90 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2009 (File No. 001-34490)).
*4.10		Common Stock Purchase Warrant Dated April 20, 2010 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.90 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2010 (File No. 001-34490)).
*4.11		Warrant to Purchase Common Stock Dated July 6, 2011. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011 (File No. 001-34490)).
*4.12		Warrant Agreement dated as of November 28, 2005 between the Company and Sovereign Oil and Gas Company II, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-3 (Registration No. 333-138487) filed with the Securities and Exchange Commission on November 7, 2006).
*4.13		Warrant Agreement dated as of July 26, 2006 between the Company and Sovereign Oil and Gas Company II. LLC (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-3 (Registration No. 333-138487) filed with the Securities and Exchange Commission on November 7, 2006).
+*10.1		SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(c) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).
+*10.1.1		Form of Option Agreement with certain executive officers under the SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(e) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).
+*10.1.2		Form of Option Agreement with directors under the SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(f) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).
+*10.2		Stock Option Agreement dated October 1, 2002 between the Company and John B. Holmes, Jr. (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).
+*10.3		Form of Option Agreement under the Stock Option Plan for Outside Directors of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission on March 16, 2005 (File No. 0-21911)).
*10.4		Master Preferred License Agreement dated March 7, 1997 between the Company and Marathon Oil Company (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).
*10.5		Master Preferred License Agreement dated April 10, 1997 between the Company and Atlantic Richfield Company (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).

At December 31, 2013, our non-employee directors held unexercised options to purchase common stock as follows: Alvin R. Albe, Jr.—641; Frank M. Bumstead—641; P. Anthony Jacobs—641; Robert B. Rosene, Jr.—641; James R. Seward—224.

38Stock Ownership Guidelines for Directors

~~Table~~We do not have a set guideline for director stock ownership. We do, however, encourage stock ownership by our directors and all compensation for services as a director is paid by us in shares of ~~Contents~~our common stock.

*10.6		Volume License Agreement dated August 1, 1997 between the Company and YPF International, Ltd. (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).
*10.7		Consolidation and License Agreement dated as of January 16, 2007 between the Company and Marathon Oil Company (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007 (File No. 0-21911)).
+*10.10		Form of Consent to Adjustment to Option Agreements called for by Section 2.1(c) of the Agreement and Plan of Merger dated as of March 30, 1998 by and between SLH and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4 (Registration No. 333-50253) filed with the Securities and Exchange Commission on April 16, 1998).
*10.11		License Agreement dated April 26, 2000 between the Company and Ivanhoe Energy Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000 (File No. 0-21911)).
*10.11.1		Amendment No. 1 to Volume License Agreement dated October 11, 2000 between the Company and Ivanhoe Energy Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 filed with the Securities and Exchange Commission on November 14, 2000 (File No. 0-21911)).
*10.11.2		Amendment No 3 to Volume License Agreement dated July 1, 2003 between the Company and Ivanhoe Energy, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007 (File No. 0-21911)).
*10.12		License Agreement dated August 2, 2000 between the Company and Syntroleum Australia Licensing Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000 (File No. 0-21911)).
*10.13		License Agreement dated August 3, 2000 between Syntroleum Australia Licensing Corporation and the Commonwealth of Australia (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000 (File No. 0-21911)).
+*10.14		Employment Agreement dated September 17, 2002 between the Company and Jeffrey M. Bigger (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002 (File No. 0-21911)).
+*10.15		Indemnification Agreement dated September 16, 2002 between the Company and Jeffrey M. Bigger (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002 (File No. 0-21911)).
+*10.16		Employment Agreement dated February 17, 2003 between the Company and Ronald E. Stinebaugh (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).
+*10.17		Indemnification Agreement dated as of March 13, 2003 between the Company and Ronald E. Stinebaugh (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).
+*10.18		Director Stock Option Agreement dated December 20, 2002 between the Company and James R. Seward (incorporated by reference to Annex D to the Company’s proxy statement filed with the Securities and Exchange Commission on March 29, 2004 (File No. 0-21911)).
+*10.19		Employment Agreement dated as of July 6, 2004 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the Securities and Exchange Commission on August 13, 2004 (File No. 0-21911)).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

39Messrs. Albe, Bumstead, Jacobs, Rosene, and Seward served as members of our Nominating and Compensation Committee during our last completed fiscal year.

~~Table~~None of ~~Contents~~the individuals who currently serve, or who served during our last completed fiscal year, as members of our Nominating and Compensation Committee (a) are, or have at any time during the past year been, officers or employees of ours, (b) were formerly officers of ours, or (c) have had any relationship requiring disclosure by us under Item 404 of Regulation S-K.

+*10.20		Indemnification Agreement dated as of July 6, 2004 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the Securities and Exchange Commission on August 13, 2004 (File No. 0-21911)).
*10. 21		Common Stock P Common Stock Purchase Agreement dated November 20, 2006 by and between Syntroleum Corporation and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2006 (File No. 0-21911)).
+*10.22		Syntroleum Corporation 2005 Stock Incentive Plan, effective as of April 25, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2005 (File No. 0-21911)).
*10.22.1		Amendment to Syntroleum Corporation 2005 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed with the Securities and Exchange Commission on June 18, 2008 (File No. 0-21911).
*10.22.2		Amendment to Syntroleum Corporation 2005 Incentive Plan (incorporated by reference to Exhibit B to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2009). (File No. 0-21911).
+*10.23		Form of Performance Vested Non-Qualified Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2005 (File No. 0-21911)).
+*10.24		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 8, 2005 (Registration No. 333-126427)).
+*10.25		Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 6, 2005 (Registration No. 333-126427)).
+*10.26		Form of Service Vested Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2006 (File No. 0-21911).
*10.27		Dynamic Fuels Limited Liability Company Agreement dated June 22, 2007 (incorporated by reference to Exhibit 10.60 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911).
*10.28		Syntroleum Corporation Bio-Synfining Master License Agreement with Dynamic Fuels dated June 22, 2007. (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911).
*10.29		Syntroleum Corporation Participation Agreement with Tyson Foods, Inc. dated June 22, 2007 (incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911).
*10.30		Resignation and Compromise Agreement dated as of August 6, 2007 between the Company and Mr. Ziad Ghandour and TI Capital Management (incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911).
*10.31		Restricted Stock Agreement dated April 24, 2007 between the Company and Mr. Edward G. Roth (incorporated by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911).
*10.32		Employment Agreement dated June 13, 2007 between the Company and Ms. Karen L. Power (incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911).
*10.33		Restricted Stock Agreement dated July 12, 2007 between the Company and Ms. Karen L. Power (incorporated by reference to Exhibit 10.67 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911).

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or Nominating and Compensation Committee.

4043

*10.34		Syntroleum Corporation Stock Purchase and Sale of Common Stock with Fletcher International Ltd. Dated November 18, 2007 (incorporated by reference to Exhibit 10.68 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 21, 2007 (File No. 0-21911)).
*10.35		Employment Agreement dated April 24, 2007 between the Company and Mr. Edward G. Roth (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911).
*10.36		Restricted Stock Agreement dated November 16, 2007 between the Company and Ken Agee. (incorporated by reference to Exhibit 10.80 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 17, 2008 (File No. 0-21911).
*10.37		Stock Option Agreement Dated November 21, 2008 between the Company and Karen Power (incorporated by reference to Exhibit 10.82 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 2, 2009. (File No. 0-21911).
*10.38		Restricted Stock Agreement Dated November 21, 2008 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 2, 2009. (File No. 0-21911).
*10.39		Settlement Agreement and Release of Claims Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.87 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).
*10.40		Securities Purchase Agreement Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.88 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).
*10.41		Technology Transfer Agreement dated December 15, 2008 but effective as of February 20, 2009, between the Company and Sinopec Corp. (incorporated by reference to Exhibit 10.85 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2009) (File No. 0-21911).***
*10.42		CDF Equipment and Material Transfer Agreement dated December 15, 2008 but effective as of February 20, 2009, between the Company and Sinopec Corp. (incorporated by reference to Exhibit 10.86 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2009). (File No. 0-21911).***
*10.43		Common Stock Purchase Agreement dated July 14, 2010, between the Company and Energy Opportunity, Ltd. (incorporated by reference to Exhibit 10.87 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2010). (File No. 0-34490).
*10.44		Underwriting Agreement dated June 30, 2011, between the Company and JMP Securities, LLC. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011). (File No. 001-34490)).
*10.45		Settlement Agreement and Mutual Release dated as of June 27, 2012, among Syntroleum Corporation, Tyson Foods, Inc. and Dynamic Fuels, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on August 8, 2012). (File No. 001-34490).
*99.1		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2008 (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 2, 2009 (File No. 0-21911)).
*99.2		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2009 (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).
*99.3		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2010. (incorporated by reference to exhibit 99.3 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2010 filed with the Securities and Exchange Commission on July 18, 2011 (File No. 001-34490)).
*99.4		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2011. (incorporated by reference to exhibit 99.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 6, 2012 (File No. 001-34490)).

REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

41The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Syntroleum Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

~~Table~~The Nominating and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of ~~Contents~~Regulation S-K and, based on such review and discussion, has recommended to the board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

**99.5		Dynamic Fuels, LLC Audited Financial Statement, year ended September 30, 2012.
**21		Subsidiaries of Syntroleum
**23		Consent of HoganTaylor LLP
**31.1		Section 302 Certification of Chief Executive Officer
**31.2		Section 302 Certification of Chief Financial Officer
**32.1		Section 906 Certification of Chief Executive Officer
**32.2		Section 906 Certification of Chief Financial Officer

Nominating and Compensation Committee

Alvin R. Albe, Jr.

Frank M. Bumstead

P. Anthony Jacobs

Robert B. Rosene, Jr. (Chairman)

James R. Seward

*44 ~~Incorporated by reference as indicated.~~

+Item ~~Compensatory~~12. ~~plan~~Security orOwnership ~~arrangement.~~of Certain Beneficial Owners and Management and Related Stockholder Matters

~~***~~SECURITY ~~CERTAIN~~OWNERSHIP ~~PORTION~~ OF ~~THIS~~CERTAIN ~~EXHIBIT~~BENEFICIAL ~~AND~~OWNERS ~~THE ANNEXES THERE TO WHICH ARE INDICATED BY “XXX” HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN GRANTED BY THE SECURITIES~~ AND ~~EXCHANGE~~MANAGEMENT ~~COMMISSION. SUCH OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITEIS AND EXCHANGE ACT OF 1934.~~

42The following table sets forth, as of February 28, 2014, information regarding beneficial ownership of Syntroleum common stock by:

~~Table~~• each person, or group of ~~Contents~~affiliated persons, known by Syntroleum to beneficially own more than 5% of its common stock;

~~SIGNATURES~~• each of Syntroleum’s named executive officers;

~~Pursuant~~• toeach ~~the requirements~~ of ~~Section 13~~Syntroleum’s ordirectors; ~~15(d) 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.~~ and

•

all of Syntroleum’s executive officers and directors as a group.

~~Pursuant~~Beneficial ownership is determined according to the ~~requirements~~rules of the ~~Securities~~SEC ~~Exchange~~and ~~Act~~generally means that a person has beneficial ownership of ~~1934~~a security if he, ~~this~~she, ~~report~~or ~~has~~it ~~been~~possesses ~~signed~~sole ~~below~~or byshared voting or investment power of that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as indicated by the ~~following~~footnotes ~~persons~~below, onSyntroleum ~~behalf~~believes, ofbased on the ~~registrant~~information furnished to it and SEC filings, that the persons named in the ~~capacities~~table below have sole voting and oninvestment power ~~the~~with ~~dates~~respect ~~indicated~~to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

Name	Capacity	Date
/s/ Edward G. Roth Edward G. Roth	Chief Executive Officer and Director (Principal Executive Officer)	March 15, 2013
/s/ Karen L. Power Karen L. Power	Senior Vice President and Principal Financial Officer (Principal Financial Officer)	March 15, 2013
/s/ Robert B. Rosene, Jr. Robert B. Rosene, Jr.	Chairman of the Board	March 15, 2013
/s/ Alvin R. Albe, Jr. Alvin R. Albe, Jr.	Director	March 15, 2013
/s/ Frank M. Bumstead Frank M. Bumstead	Director	March 15, 2013
/s/ P. Anthony Jacobs P. Anthony Jacobs	Director	March 15, 2013
/s/ James R. Seward James R. Seward	Director	March 15, 2013

Syntroleum common stock subject to stock options or warrants currently exercisable or exercisable within 60 days of February 28, 2014, are deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.

43Syntroleum has based its calculation of the percentage of beneficial ownership on 9,959,955 shares of Syntroleum common stock outstanding on February 28, 2014. Unless otherwise noted below, the address for each of the stockholders in the table below is c/o Syntroleum Corporation, 5416 South Yale Avenue, Suite 400, Tulsa, Oklahoma, 74135.


Name of Beneficial Owner	Shares(1)		Percentage of Class
5% Stockholders:
Tyson Foods, Inc. 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999		800,000		8.0	%
Named Executive Officers and Directors:
Edward G. Roth		155,460		1.6	%
Karen L. Power		57,695		*
Alvin R. Albe, Jr.		64,730		*
Frank M. Bumstead(2)		68,775		*
P. Anthony Jacobs(3)		98,320		1.0	%
Robert B. Rosene, Jr.(4)		111,759		1.1	%
James R. Seward		70,884		*
Executive Officers and Directors as a Group (7 persons)(2)(3)(4)		627,623		6.3	%

~~Index~~45 ~~to Exhibits~~

	99.5			Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2012
	21			Subsidiaries of Syntroleum
	23			Consent of HoganTaylor LLP
	31.1			Section 302 Certification of Chief Executive Officer
	31.2			Section 302 Certification of Chief Financial Officer
	32.1			Section 906 Certification of Chief Executive Officer
	32.2			Section 906 Certification of Chief Financial Officer
	101.INS			XBRL Instance Document
	101.SCH			XBRL Taxonomy Extension Schema Document
	101. CAL			XBRL Taxonomy Extension Calculation Linkbase Document
	101. DEF			XBRL Taxonomy Extension definition Linkbase Document
	101. LAB			XBRL Taxonomy Extension Label Linkbase Document
	101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

44* Represents ownership of less than 1%.

~~Table~~(1) Includes shares of ~~Contents~~Syntroleum common stock subject to options or warrants as follows: Edward G. Roth –15,000 shares; Karen L. Power – 36,500 shares; Alvin R. Albe, Jr. – 224 shares; Frank M. Bumstead – 224 shares; P. Anthony Jacobs – 224 shares; Robert B. Rosene, Jr. – 224 shares; and James R. Seward – 224 shares. Also includes shares of common stock held in 401(k) plan accounts as follows: Edward G. Roth – 8,536 shares and Karen L. Power – 5,205 shares.

~~REPORT~~(2) OFIncludes ~~INDEPENDENT~~1,385 ~~REGISTERED~~shares ~~PUBLIC~~of ~~ACCOUNTING~~Syntroleum ~~FIRM~~ common stock held by Mr. Bumstead’s spouse.

~~Board~~(3) Includes 14,000 shares of ~~Directors~~Syntroleum common stock held by Mr. Jacobs’ spouse and ~~Stockholders~~72,262 shares of Syntroleum common stock held by the P. Anthony Jacobs Trust.

(4) Includes 680 shares of Syntroleum ~~Corporation~~common stock held by trusts the beneficiaries of which are Mr. Rosene’s children.

WeEQUITY ~~have~~COMPENSATION ~~audited~~PLANS the accompanying consolidated balance sheets of Syntroleum Corporation (a Delaware corporation) and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeThe ~~conducted~~following ~~our~~table ~~audits~~provides ininformation ~~accordance~~concerning ~~with~~securities ~~the~~authorized ~~standards~~for ofissuance ~~the~~under ~~Public~~our ~~Company~~equity ~~Accounting~~compensation ~~Oversight~~plans ~~Board~~as ~~(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial~~ ~~statements. An audit also includes assessing the accounting principles used and significant estimates made by management~~December 31, ~~as well as evaluating the overall financial statement presentation~~2013. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Syntroleum Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

Plan Category

Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)

Weighted-
average Exercise
Price of Outstanding
Options, Warrants and
Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a))
(c)

Equity Compensation Plans Approved by Security Holders (1)

572,640

19.08

532,610

Equity Compensation Plans Not Approved by Security Holders (2)(3)

425,000

28.70

750,000

Total

997,640

23.18

1,307,610

~~We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~1), ~~Syntroleum~~Includes ~~Corporation’s~~the ~~internal~~1993 ~~control~~Stock ~~over~~Option ~~financial~~and ~~reporting~~Incentive ~~as of December 31~~Plan, ~~2012, based on criteria established in Internal Control—Integrated Framework issued by~~ the ~~Committee~~ of1997 ~~Sponsoring~~Stock ~~Organizations~~Incentive ofPlan, the ~~Treadway~~2005 ~~Commission~~Stock ~~(COSO)~~Incentive ~~and our report dated March 15~~Plan, ~~2013~~as ~~expressed an unqualified opinion on the effectiveness of Syntroleum Corporation’s internal control over financial reporting~~amended.

~~/s/~~(2) ~~HOGANTAYLOR~~Includes ~~LLP~~up to 425,000 shares to be issued upon exercise of warrants issued to Tyson. The vesting of the warrants occurred on June 27, 2012 but remain unexercised as of December 31, 2013. The warrants have an exercise price of $28.70 per share. An additional 400,000 shares remain available to issue to Tyson upon Tyson remaining an equity partner and commercial operations of plants in the future.

~~Tulsa~~(3) We have registered on Form S-8 150, ~~Oklahoma~~000 shares of common stock issuable as matching pursuant to the terms of the Syntroleum 401 (k) Plan. As of December 31, 2013, we have issued 112,738 shares under this plan.

~~March 15,~~46 ~~2013~~

~~SYNTROLEUM~~CERTAIN ~~CORPORATION~~RELATIONSHIPS AND ~~SUBSIDIARIES~~RELATED PERSON TRANSACTIONS

~~CONSOLIDATED~~We ~~BALANCE~~describe ~~SHEETS~~below transactions and series of similar transactions, during our last fiscal year, to which we were a participant or will be a participant, in which:

~~(in~~• ~~thousands)~~the amounts involved exceeded or will exceed $120,000; and

	December 31,			December 31,
	2012			2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,909		$	22,601
Restricted cash		725			1,189
Accounts receivable		134			125
Accounts receivable from Dynamic Fuels, LLC		252			—
Other current assets		237			277
Total current assets		17,257			24,192
ACCOUNTS RECEIVABLE FROM DYNAMIC FUELS, LLC		—			2,624
PROPERTY AND EQUIPMENT – at cost, net		58			86
INVESTMENT IN AND LOANS TO DYNAMIC FUELS, LLC		38,407			38,643
OTHER ASSETS, net		1,023			1,106
	$	56,745		$	66,651
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	312		$	220
Accrued employee costs		71			288
Deposits		725			1,189
Total current liabilities		1,108			1,697
NONCURRENT LIABILITIES OF DISCONTINUED OPERATIONS		603			603
DEFERRED REVENUE		15,612			24,366
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value, 5,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value, 150,000 shares authorized, 98,287 and 97,948 shares issued and outstanding at December 31, 2012 and 2011, respectively		983			979
Additional paid-in capital		398,903			398,369
Accumulated deficit		(360,464	)		(359,363	)
Total stockholders’ equity		39,422			39,985
	$	56,745		$	66,651

•

any of our directors, executive officers, holders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

~~The~~Dynamic ~~accompanying~~Fuels ~~notes are an integral part of these consolidated financial statements.~~

~~F-2~~Tyson Foods, Inc. (“Tyson”), a holder of more than 5% of our outstanding common stock, owns a fifty percent membership interest in Dynamic Fuels and we own the remaining fifty percent membership interest in Dynamic Fuels. Since January 1, 2013, the Company and Tyson have each made capital contributions of $3.45 million to Dynamic Fuels and have each made working capital loans to Dynamic Fuels in the principal amount of $7.54 million. Since the formation of Dynamic Fuels in July 2007, the Company and Tyson have made aggregate capital contributions of $53.56 million and $56.74 million, respectively, to Dynamic and have made $23.1 million in working capital loans to Dynamic. As of March 5, 2014, $12.6 million was outstanding on the working capital loans due to us.

~~Table~~Policies ofand ~~Contents~~Procedures for Related Person Transactions

~~SYNTROLEUM~~We ~~CORPORATION~~have ~~AND~~a ~~SUBSIDIARIES~~written Code of Ethics and Conduct pursuant to which we evaluate all transactions required to be reported under Item 404 of Regulation S-K. The Code of Ethics and Conduct is accessible on our website, http://www.syntroleum.com. This policy is administered by our Audit Committee and covers any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect interest. Regulation S-K requires that related person transactions in which the amount involved exceeds $120,000 are required to be disclosed in applicable filings as required by the Securities Act of 1933, as amended (the “Securities Act”), Exchange Act, and related rules. Nevertheless, our board of directors has determined that our Audit Committee should review all related person transactions, regardless of amount. Our policy provides for the transaction to be brought to the attention of the Chief Executive Officer, Principal Financial Officer or Audit Committee for review and approval. Management will present to our Audit Committee each proposed related person transaction, including all relevant facts and circumstances relating thereto, and will update the Audit Committee as to any material changes to any related person transaction. Our Audit Committee will (i) review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and (ii) take into account the conflicts of interest and corporate opportunity provisions of our code of business conduct and ethics. All related person transactions may only be consummated if our Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. If initial approval is obtained, our entire board of directors will review the matter. Certain types of transactions have been exempted from this policy. These exempted transactions include: (i) certain compensation arrangements; (ii) transactions in the ordinary course of business where the related party’s interest arises only (a) from his or her position as a director of another entity that is party to the transaction, (b) from an equity interest of less than 5% in another entity that is party to the transaction, or (c) from a limited partnership interest of less than 5%, subject to certain limitations; and (iii) transactions in the ordinary course of business where the interest of the related party arises solely from the ownership of a class of equity securities in our company where all holders of such class of equity securities will receive the same benefit on a pro rata basis. No director may participate in the approval of a related person transaction for which he or she is a related party.

~~CONSOLIDATED~~47 ~~STATEMENTS OF OPERATIONS~~

	For the Year Ended December 31,
	2012			2011			2010
REVENUES:
Technology	$	9,600		$	600		$	3,600
Technical services		1,909			1,719			2,805
Technical services from Dynamic Fuels, LLC		5,228			974			2,005
Royalties from Dynamic Fuels, LLC plant production		789			921			—
Total revenues		17,526			4,214			8,410
COSTS AND EXPENSES:
Engineering		2,571			2,236			2,871
Depreciation and amortization		186			200			217
General, administrative and other (including non-cash equity compensation of $508, $562 and $1,719 for the years ended December 31, 2012, 2011 and 2010, respectively.)		5,552			4,827			7,574
OPERATING INCOME (LOSS)		9,217			(3,049	)		(2,252	)
INTEREST INCOME		22			16			31
OTHER INCOME, net		6			8			64
LOSS IN EQUITY OF DYNAMIC FUELS, LLC		(10,012	)		(13,880	)		(5,628	)
FOREIGN CURRENCY EXCHANGE		(296	)		(17	)		(1,848	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(1,063	)		(16,922	)		(9,633	)
INCOME TAXES		—			—			—
LOSS FROM CONTINUING OPERATIONS		(1,063	)		(16,922	)		(9,633	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		(38	)		(27	)		97
NET LOSS	$	(1,101	)	$	(16,949	)	$	(9,536	)
BASIC AND DILUTED NET LOSS PER SHARE:
Loss from continuing operations	$	(0.01	)	$	(0.19	)	$	(0.12	)
Loss from discontinued operations		0.00			0.00			0.00
Net loss	$	(0.01	)	$	(0.19	)	$	(0.12	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		98,354			89,774			77,608
Diluted		99,115			89,774			77,608

DIRECTOR INDEPENDENCE AND OTHER MATTERS

~~The~~Our ~~accompanying~~board ~~notes~~of ~~are~~directors has determined that each of the following directors is an ~~integral~~“independent ~~part~~director” as such term is defined in Rule 5605(a) (2) of ~~these~~the ~~consolidated~~Nasdaq ~~financial~~Stock ~~statements~~Market Listing Rules: Alvin R. Albe, Jr., Frank M. Bumstead, P. Anthony Jacobs, Robert B. Rosene, Jr. and James R. Seward.

~~F-3~~These five directors are each referred to individually as an “independent director” and collectively as the “independent directors.”

~~Table~~The board of ~~Contents~~directors has also determined that each member of the two committees of the board meets the independence requirements applicable to those committees prescribed by Nasdaq Stock Market, the Securities and Exchange Commission, and the Internal Revenue Service.

~~SYNTROLEUM~~Item ~~CORPORATION~~14. ~~AND~~Principal ~~SUBSIDIARIES~~Accountant Fees and Services

~~CONSOLIDATED~~The ~~STATEMENTS~~following OFtable ~~STOCKHOLDERS’~~provides ~~EQUITY~~a ~~(DEFICIT)~~summary of fees for professional services rendered by HoganTaylor LLP for the fiscal years ended December 31, 2013 and 2012.

~~(in~~Audit ~~thousands)~~fees pertain to the audit of our annual consolidated financial statements, the audit of effectiveness of internal controls over financial reporting, the reviews of our quarterly consolidated financial statements and services related to certain SEC registration statements. Audit-related fees pertain to assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements not otherwise included as audit fees. Tax fees pertain to tax compliance and preparation, tax advice and tax planning.

	Common Stock						Additional
	Numberof Shares			Amount			Paid-inCapital			AccumulatedDeficit			Stockholders’Equity (Deficit)
Balance, January 1, 2010		76,014		$	760		$	362,861		$	(332,878	)	$	30,743
Stock options exercised		351			4			228			—			232
Issuance of shares and warrants under common stock purchase agreement		5,084			51			9,594			—			9,645
Vesting of awards granted		38			—			1,230			—			1,230
Stock-based bonuses and match to 401(k)		196			2			484			—			486
Net loss		—			—			—			(9,536	)		(9,536	)
Balance, December 31, 2010		81,683		$	817		$	374,397		$	(342,414	)	$	32,800
Stock options exercised		53			—			34			—			34
Issuance of shares public offering		15,900			159			23,379			—			23,538
Vesting of awards granted		15			—			74			—			74
Stock-based bonuses and match to 401(k)		297			3			485			—			488
Net loss		—			—			—			(16,949	)		(16,949	)
Balance, December 31, 2011		97,948		$	979		$	398,369		$	(359,363	)	$	39,985
Stock options exercised		96			1			62			—			63
Vesting of awards granted		8			—			194			—			194
Restricted stock purchased and retired		(287	)		(3	)		(196	)		—			(199	)
Stock-based bonuses and match to 401(k)		522			6			474			—			480
Net loss		—			—			—			(1,101	)		(1,101	)
Balance, December 31, 2012		98,287		$	983		$	398,903		$	(360,464	)	$	39,422

All services and fees described below were approved by the Audit Committee.

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


	Fiscal Year Ended December 31,
	2013		2012
Audit Fees	$	197,083	$	140,000
Audit-Related Fees(1)		28,783		24,000
All Other Fees(2)		—		6,025
Tax Fees		20,770		15,000
Total	$	246,636	$	205,000

~~F-4~~ (1) Represents fees for professional services rendered for review of filings in 2013 and 2012.

~~Table~~(2) ofRepresents ~~Contents~~fees related to our shelf registration statement on Form S-3.

~~SYNTROLEUM~~The ~~CORPORATION~~Audit ~~AND~~Committee has ~~SUBSIDIARIES~~considered whether the provision of services rendered in 2012, other than the audit of our consolidated financial statements, the 2012 audit of effectiveness of internal controls over financial reporting, and the reviews of our quarterly consolidated financial statements, was compatible with maintaining the independence of HoganTaylor LLP and determined that the provision of such services was compatible with maintaining such independence.

~~CONSOLIDATED~~48 ~~STATEMENTS OF CASH FLOWS~~

	For the Year Ended December 31,
	2012			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,101	)	$	(16,949	)	$	(9,536	)
Income (Loss) from discontinued operations		(38	)		(27	)		97
Loss from continuing operations		(1,063	)		(16,922	)		(9,633	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		186			200			217
Abandoned patent write-off		—			—			466
Foreign currency exchange		296			17			1,848
Non-cash compensation expense		508			562			1,719
Non-cash loss in equity method investee		10,012			13,880			5,628
Non-cash technical services revenue from Dynamic Fuels, LLC		(3,714	)		—			—
Changes in assets and liabilities:
Accounts receivable		(9	)		431			2,609
Accounts receivable from Dynamic Fuels, LLC		(524	)		(1,895	)		(579	)
Other assets		(18	)		(27	)		(79	)
Accounts payable		92			(870	)		729
Accrued liabilities and other		(217	)		169			(501	)
Deferred revenue		(9,050	)		49			(3,216	)
Net cash used in continuing operations		(3,501	)		(4,406	)		(792	)
Net cash used in discontinued operations		(38	)		(27	)		(320	)
Net cash used in operating activities		(3,539	)		(4,433	)		(1,112	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(17	)		(51	)		(14	)
Investment in and loans to Dynamic Fuels, LLC		(3,000	)		(9,000	)		(21,250	)
Net cash used in investing activities		(3,017	)		(9,051	)		(21,264	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, warrants and option exercises		63			23,572			9,877
Purchase and retirement of restricted stock		(199	)		—			—
Net cash provided by (used in) financing activities		(136	)		23,572			9,877
NET CHANGE IN CASH AND CASH EQUIVALENTS		(6,692	)		10,088			(12,499	)
CASH AND CASH EQUIVALENTS, beginning of year		22,601			12,513			25,012
CASH AND CASH EQUIVALENTS, end of year	$	15,909		$	22,601		$	12,513
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock warrants	$	166		$	—		$	—
Accounts receivable contributed as investment in Dynamic Fuels, LLC	$	2,896		$	—		$	—
SUPPLEMENTAL DISCLOSURE
Income taxes paid	$	—		$	—		$	281

The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditor. The Audit Committee’s charter allows the Audit Committee to delegate to subcommittees consisting of one or more members the authority to grant pre-approvals of audit and permitted non-audit services between Audit Committee meetings, provided that the subcommittee reports any pre-approval decisions to the full Audit Committee at the committee’s next scheduled meeting. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services performed by our independent registered public accounting firm. The policy requires advance approval by the Audit Committee of all audit and non-audit work. Unless the specific service has been previously pre-approved with respect to our 12-month period following the advance approval, the Audit Committee must approve a service before the independent registered public accounting firm is engaged to perform the service. The Audit Committee has given advance approval for specified audit, audit-related and tax services for 2014. Requests for services that have received this pre-approval are subject to specified fee or budget restrictions as well as internal management controls.

~~The~~REPORT ~~accompanying~~OF ~~notes~~THE ~~are~~AUDIT anCOMMITTEE ~~integral~~OF ~~part~~THE ofBOARD ~~these~~OF ~~consolidated~~DIRECTORS ~~financial statements.~~

~~F-5~~The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Syntroleum Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

~~Table~~The primary purpose of ~~Contents~~the Audit Committee is to oversee our financial reporting processes on behalf of our board of directors. The Audit Committee’s functions are more fully described in its charter, which is available on our website at http://www.syntroleum.com. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Syntroleum’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2013.

~~SYNTROLEUM~~The ~~CORPORATION~~Audit ~~AND~~Committee ~~SUBSIDIARIES~~has discussed with HoganTaylor LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16, Communications with Audit Committees. In addition, the Audit Committee discussed with HoganTaylor LLP their independence, and received from HoganTaylor LLP the written disclosures and the letter required by Ethics and Independence Rules 3524, 3525, and 3526 of the PCAOB. Finally, the Audit Committee discussed with HoganTaylor LLP, with and without management present, the scope and results of HoganTaylor LLP’s audit of such financial statements.

~~NOTES~~Based TOon ~~CONSOLIDATED~~these ~~FINANCIAL~~reviews ~~STATEMENTS~~and discussions, the Audit Committee recommended to our board of directors that such audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC.

1Audit Committee Alvin R. ~~SUMMARY~~Albe, OFJr. ~~SIGNIFICANT~~(Chairman) ~~ACCOUNTING~~Frank ~~POLICIES:~~M. Bumstead P. Anthony Jacobs Robert B. Rosene, Jr. James R. Seward

~~Nature~~49 ~~of Operations~~

~~Our~~PART ~~Bio-Synfining®~~IV Technology is a renewable fuels application of our Synfining® Technology. This technology is applied commercially via our Dynamic Fuels, LLC joint venture with Tyson Foods, Inc. The technology processes renewable feedstocks such as triglycerides and/or fatty acids to make renewable synthetic products.

~~Consolidation~~Item 15. Exhibits and Financial Statement Schedules

The consolidated financial statements include the accounts of Syntroleum Corporation and our majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Companies in which we own (a 20 percent to 50 percent interest, but in which we do not have a controlling interest are accounted for by the equity method. We own 50 percent and have a non-controlling interest in Dynamic Fuels, LLC )(~~“Dynamic Fuels”~~1). ~~The~~Financial entity is accounted for under the equity method and is not required to be consolidated in our financial statements; however, our share of the Dynamic Fuels results of operations activities is reflected in the Consolidated Statements of Operations and the subsidiary’s summarized financial information is reported in Note 4, “Investment in and Loans to Dynamic Fuels, LLC”. The carrying value of our investment in Dynamic Fuels is reflected in “Investment in and Loans to Dynamic Fuels, LLC” in our Consolidated Balance Sheets.

~~Revenue~~Consolidated ~~Recognition~~Financial Statements for the Three Years Ended December 31, 2013:

We recognize revenues from technical services provided as such services are rendered. We recognize revenue for royalty fees upon production of finished product by the licensee.


Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-2
Consolidated Statements of Operations for each of the Three Years in the Period Ended December 31, 2013		F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for each of the Three Years in the Period Ended December 31, 2013		F-4
Consolidated Statements of Cash Flows for each of the Three Years in the Period Ended December 31, 2013		F-5
Notes to Consolidated Financial Statements		F-6

We(a)(2) ~~recognized~~Financial ~~revenues~~Statement ~~from~~Schedules the transfer of technology documentation to customers or through licensing structures. Any deposits or advance payments for the technology documentation is recorded as deferred revenue in the consolidated balance sheets until recognized as revenue in the consolidated statement of operations. The Company recognizes revenue on the transfer of technology documentation upon the physical transfer of the technology documentation by the Company to the customer pursuant to the terms of the specific agreement.

~~Cash~~All schedules and ~~Cash~~other ~~Equivalents~~statements for which provision is made in the applicable regulations of the SEC have been omitted because they are not required under the relevant instructions or are inapplicable.

~~Cash~~(a)(3) ~~and~~Index ~~cash equivalents consist~~ of ~~cash~~Exhibits and highly liquid investments with an original maturity of three months or less, primarily in the form of money market instruments. The Company places its temporary cash investments with high credit quality financial institutions. At times such investments may be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit.

~~Restricted~~Exhibit ~~Cash~~

Restricted cash consists of cash held in an escrow account for the prepayment of operations and invoices for an ongoing contractual project. The account has also been recorded as a liability in current deposits on the consolidated balance sheet at December 31, 2012 and 2011.


No.		Description of Exhibit

*2.1		Purchase and Sale agreement between the Company and Sasol (USA) corporation dated March 1, 2013 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on form 8-K filed with the Securities and Exchange Commission on March 7, 2013 (File No. 001-34490)).

*2.2		Asset Purchase Agreement among Renewable Energy Group, Inc., REG Synthetic Fuels, LLC, and the Company, dated as of December 17, 2013 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File No. 011-34490)).

*3.1		Certificate of Incorporation of the Company (incorporated by reference to Appendix B to the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 12, 1999 (File No. 0-21911)).

*3.1.1		Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2013 (File No. 001-34490)).

*3.2		Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated October 24, 2004 (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Company’s Current Report on Form 8-K dated June 17, 1999 and filed with the Securities and Exchange Commission on October 28, 2004 (File No. 0-21911)).

~~Accounts~~50 ~~Receivable~~

F-6



*3.3		Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 7, 2006 (File No. 0-21911)).

*3.3.1		Amendment to the Bylaws of the Company (incorporated by reference to Exhibit 3.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 7, 2006 (File No. 0-21911)).

*3.3.2		Amendment to the Bylaws of the Company adopted on April 22, 2008 (incorporated by reference to Exhibit 3.3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).

*4.1		Second Amended and Restated Rights Agreement dated as of October 28, 2004 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2004 (File No. 0-21911)).

*4.1.1		Amendment dated as of November 15, 2007, to Second Amended and Restated Rights Agreement (incorporated by reference to Exhibit 4.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).

*4.4		Warrant Agreement dated as of June 22, 2007, between the Company and Tyson Foods, Inc. a Delaware Corporation (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911)).

*4.5		Registration Rights Agreement dated as of June 22, 2007, between the Company and Tyson Foods, Inc. a Delaware Corporation (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911)).

*4.6		Warrant Agreement with Tyson Foods, Inc. dated as of June 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed with the Securities and Exchange Commission on August 4, 2008 (File No. 0-21911)).

*4.7		Warrants to Purchase 8,000,000 Shares of Common Stock Dated as of October 21, 2008 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008 filed with the Securities and Exchange Commission on October 31, 2008 (File No. 0-21911)).

*4.8		Common Stock Purchase Warrant Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.89 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).

*4.9		Common Stock Purchase Warrant Dated December 30, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.90 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2009 (File No. 001-34490)).

*4.10		Common Stock Purchase Warrant Dated April 20, 2010 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.90 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2010 (File No. 001-34490)).

~~Table~~51 ~~of Contents~~

Property and equipment is stated at cost less accumulated depreciation. Maintenance, repairs and replacement of minor items are expensed and major additions, expansions and betterments to physical properties are capitalized. When assets are sold or retired, the cost and accumulated depreciation related to those assets are removed from the accounts and any gain or loss is recognized. Depreciation of property and equipment is computed on the straight-line method over the estimated useful lives of three to seven years. Property and equipment consists of the following (in thousands):



*4.11		Warrant to Purchase Common Stock Dated July 6, 2011. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011 (File No. 001-34490)).

*4.12		Warrant Agreement dated as of November 28, 2005 between the Company and Sovereign Oil and Gas Company II, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-3 (Registration No. 333-138487) filed with the Securities and Exchange Commission on November 7, 2006).

*4.13		Warrant Agreement dated as of July 26, 2006 between the Company and Sovereign Oil and Gas Company II. LLC (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-3 (Registration No. 333-138487) filed with the Securities and Exchange Commission on November 7, 2006).

+*10.1		SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(c) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).

+*10.1.1		Form of Option Agreement with certain executive officers under the SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(e) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).

+*10.1.2		Form of Option Agreement with directors under the SLH Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10(f) to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 1997 filed with the Securities and Exchange Commission on April 13, 1998 (File No. 0-21911)).

+*10.2		Stock Option Agreement dated October 1, 2002 between the Company and John B. Holmes, Jr. (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).

+*10.3		Form of Option Agreement under the Stock Option Plan for Outside Directors of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission on March 16, 2005 (File No. 0-21911)).

*10.4		Master Preferred License Agreement dated March 7, 1997 between the Company and Marathon Oil Company (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).

*10.5		Master Preferred License Agreement dated April 10, 1997 between the Company and Atlantic Richfield Company (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).

*10.6		Volume License Agreement dated August 1, 1997 between the Company and YPF International, Ltd. (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (Registration No. 333-50253) filed with the Securities and Exchange Commission on June 8, 1998).

	December 31,2012			December 31,2011
Furniture and office equipment	$	441		$	424
Leasehold improvements		5			5
		446			429
Less - accumulated depreciation		(388	)		(343	)
	$	58		$	86

Income taxes are accounted for using the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and on net operating loss carry-forwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws in effect or that will be in effect when the differences are expected to reverse. The Company records a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.



*10.7		Consolidation and License Agreement dated as of January 16, 2007 between the Company and Marathon Oil Company (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007 (File No. 0-21911)).

+*10.10		Form of Consent to Adjustment to Option Agreements called for by Section 2.1(c) of the Agreement and Plan of Merger dated as of March 30, 1998 by and between SLH and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4 (Registration No. 333-50253) filed with the Securities and Exchange Commission on April 16, 1998).

*10.11		License Agreement dated April 26, 2000 between the Company and Ivanhoe Energy Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000 (File No. 0-21911)).

*10.11.1		Amendment No. 1 to Volume License Agreement dated October 11, 2000 between the Company and Ivanhoe Energy Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 filed with the Securities and Exchange Commission on November 14, 2000 (File No. 0-21911)).

*10.11.2		Amendment No 3 to Volume License Agreement dated July 1, 2003 between the Company and Ivanhoe Energy, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007 (File No. 0-21911)).

*10.12		License Agreement dated August 2, 2000 between the Company and Syntroleum Australia Licensing Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000 (File No. 0-21911)).

*10.13		License Agreement dated August 3, 2000 between Syntroleum Australia Licensing Corporation and the Commonwealth of Australia (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed with the Securities and Exchange Commission on August 14, 2000 (File No. 0-21911)).

+*10.14		Employment Agreement dated September 17, 2002 between the Company and Jeffrey M. Bigger (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002 (File No. 0-21911)).

+*10.15		Indemnification Agreement dated September 16, 2002 between the Company and Jeffrey M. Bigger (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002 (File No. 0-21911)).

+*10.16		Employment Agreement dated February 17, 2003 between the Company and Ronald E. Stinebaugh (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).

+*10.17		Indemnification Agreement dated as of March 13, 2003 between the Company and Ronald E. Stinebaugh (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission on March 31, 2003 (File No. 0-21911)).

~~Asset~~53 ~~Retirement Obligations~~

Other Assets



+*10.18		Director Stock Option Agreement dated December 20, 2002 between the Company and James R. Seward (incorporated by reference to Annex D to the Company’s proxy statement filed with the Securities and Exchange Commission on March 29, 2004 (File No. 0-21911)).

+*10.19		Employment Agreement dated as of July 6, 2004 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the Securities and Exchange Commission on August 13, 2004 (File No. 0-21911)).

+*10.20		Indemnification Agreement dated as of July 6, 2004 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the Securities and Exchange Commission on August 13, 2004 (File No. 0-21911)).

*10. 21		Common Stock P Common Stock Purchase Agreement dated November 20, 2006 by and between Syntroleum Corporation and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2006 (File No. 0-21911)).

+*10.22		Syntroleum Corporation 2005 Stock Incentive Plan, effective as of April 25, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2005 (File No. 0-21911)).

*10.22.1		Amendment to Syntroleum Corporation 2005 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed with the Securities and Exchange Commission on June 18, 2008 (File No. 0-21911)).

*10.22.2		Amendment to Syntroleum Corporation 2005 Incentive Plan (incorporated by reference to Exhibit B to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2009 (File No. 0-21911)).

+*10.23		Form of Performance Vested Non-Qualified Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2005 (File No. 0-21911)).

+*10.24		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 8, 2005 (Registration No. 333-126427)).

+*10.25		Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 6, 2005 (Registration No. 333-126427)).

+*10.26		Form of Service Vested Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2006 (File No. 0-21911)).

*10.27		Dynamic Fuels Limited Liability Company Agreement dated June 22, 2007 (incorporated by reference to Exhibit 10.60 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911)).

*10.28		Syntroleum Corporation Bio-Synfining Master License Agreement with Dynamic Fuels dated June 22, 2007. (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911)).

~~Other assets~~54 include costs associated with patents and are amortized using the straight-line method over their estimated period of benefit, ranging from fifteen to seventeen years. All costs are capitalized and amortization begins upon initial costs incurred. Amortization expense for the years ended December 31, 2012, 2011 and 2010 was $141,000, $137,000 and $147,000, respectively. We periodically evaluate the recoverability of intangible assets and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Future amortization expense for patents as of December 31, 2012 is estimated to be $141,000 per year through 2020. Patent costs consist of the following (in thousands):

	December 31,2012			December 31,2011
Patents	$	2,226		$	2,167
Less - accumulated amortization		(1,203	)		(1,061	)
	$	1,023		$	1,106

Impairment of Assets



*10.29		Syntroleum Corporation Participation Agreement with Tyson Foods, Inc. dated June 22, 2007 (incorporated by reference to Exhibit 10.62 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 filed with the Securities and Exchange Commission on August 9, 2007 (File No. 0-21911)).

*10.30		Resignation and Compromise Agreement dated as of August 6, 2007 between the Company and Mr. Ziad Ghandour and TI Capital Management (incorporated by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911)).

*10.31		Restricted Stock Agreement dated April 24, 2007 between the Company and Mr. Edward G. Roth (incorporated by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911)).

*10.32		Employment Agreement dated June 13, 2007 between the Company and Ms. Karen L. Power (incorporated by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911)).

*10.33		Restricted Stock Agreement dated July 12, 2007 between the Company and Ms. Karen L. Power (incorporated by reference to Exhibit 10.67 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007 (File No. 0-21911)).

*10.34		Syntroleum Corporation Stock Purchase and Sale of Common Stock with Fletcher International Ltd. Dated November 18, 2007 (incorporated by reference to Exhibit 10.68 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 21, 2007 (File No. 0-21911)).

*10.35		Employment Agreement dated April 24, 2007 between the Company and Mr. Edward G. Roth (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 filed with the Securities and Exchange Commission on May 10, 2007 (File No. 0-21911)).

*10.36		Restricted Stock Agreement dated November 16, 2007 between the Company and Ken Agee. (incorporated by reference to Exhibit 10.80 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 17, 2008 (File No. 0-21911)).

*10.37		Stock Option Agreement Dated November 21, 2008 between the Company and Karen Power (incorporated by reference to Exhibit 10.82 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 2, 2009. (File No. 0-21911)).

*10.38		Restricted Stock Agreement Dated November 21, 2008 between the Company and Edward G. Roth (incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 2, 2009. (File No. 0-21911)).

*10.39		Settlement Agreement and Release of Claims Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.87 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).

We55 follow the provisions of FASB ASC Topic 360, Property, Plant and Equipment, for assets. Management reviews assets for impairment when certain events have occurred or changes in circumstances indicate that the asset may be impaired. An asset is considered to be impaired when the estimated undiscounted future cash flows are less than the carrying value of the asset. The impairment provision is based on the excess of carrying value over fair value.

We follow the provisions of FASB ASC Topic 460, Guarantees for any guarantees entered into after December 2002. Under ASC Topic 460, we are required to record a liability for the fair value of the obligation undertaken in issuing the guarantees.



*10.40		Securities Purchase Agreement Dated October 14, 2009 between the Company and Fletcher International, Ltd. (incorporated by reference to Exhibit 10.88 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2009 (File No. 001-34490)).

*10.41		Technology Transfer Agreement dated December 15, 2008 but effective as of February 20, 2009, between the Company and Sinopec Corp. (incorporated by reference to Exhibit 10.85 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2009 (File No. 0-21911)).***

*10.42		CDF Equipment and Material Transfer Agreement dated December 15, 2008 but effective as of February 20, 2009, between the Company and Sinopec Corp. (incorporated by reference to Exhibit 10.86 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2009 (File No. 0-21911)).***

*10.43		Common Stock Purchase Agreement dated July 14, 2010, between the Company and Energy Opportunity, Ltd. (incorporated by reference to Exhibit 10.87 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2010 (File No. 0-34490)).

*10.44		Underwriting Agreement dated June 30, 2011, between the Company and JMP Securities, LLC. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011(File No. 001-34490)).

*10.45		Settlement Agreement and Mutual Release dated as of June 27, 2012, among Syntroleum Corporation, Tyson Foods, Inc. and Dynamic Fuels, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2012 (File No. 001-34490)).

*10.46		Personnel Services Agreement for the Tulsa Pilot Plant Facility, dated as of March 1, 2013, between Syntroleum Corporation and Sasol (USA) Corporation (incorporated by reference to Exhibit 10.46 to Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2013 (File No. 001-34490)).***

*99.1		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2008 (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 2, 2009 (File No. 0-21911)).

*99.2		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2009 (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010 (File No. 001-34490)).

*99.3		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2010. (incorporated by reference to exhibit 99.3 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2010 filed with the Securities and Exchange Commission on July 18, 2011 (File No. 001-34490)).

*99.4		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2011. (incorporated by reference to exhibit 99.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 6, 2012 (File No. 001-34490)).

**99.5		Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2013.

**21		Subsidiaries of Syntroleum

**23		Consent of HoganTaylor LLP

~~Stock-Based~~56 ~~Compensation~~

F-7



**31.1		Section 302 Certification of Chief Executive Officer

**31.2		Section 302 Certification of Chief Financial Officer

**32.1		Section 906 Certification of Chief Executive Officer

**32.2		Section 906 Certification of Chief Financial Officer

~~Table~~* ofIncorporated ~~Contents~~by reference as indicated.

~~Non-Employee~~** ~~Stock-Based~~Filed Compensation. We also grant stock-based incentives to certain non-employees. These stock based incentives are accounted for in accordance with FASB ASC Topic 505 – Equity-Based Payments to Non-Employees. Stock awards that are tied to performance criteria are expensed at the time the performance goals are met. herewith

~~Earnings~~+ ~~Per~~Compensatory ~~Share~~plan or arrangement.

~~Basic~~*** ~~earnings~~CERTAIN ~~(losses)~~PORTION ~~per~~OF ~~common~~THIS ~~share~~EXHIBIT ~~were~~AND ~~computed~~THE byANNEXES ~~dividing~~THERE ~~net~~TO ~~loss~~WHICH byARE ~~the~~INDICATED ~~weighted~~BY ~~average~~“XXX” ~~number~~HAVE ofBEEN ~~shares~~OMITTED ofBASED ~~common~~UPON ~~stock~~A ~~outstanding~~REQUEST ~~during~~FOR ~~the~~CONFIDENTIAL ~~reporting~~TREATMENT ~~period.~~WHICH ~~Diluted~~HAS ~~earnings~~BEEN ~~per~~GRANTED ~~common share~~BY ~~for~~THE ~~each~~SECURITIES ofAND ~~the~~EXCHANGE ~~three~~COMMISSION. ~~years~~SUCH ~~ended~~OMITTED ~~December 31~~PORTIONS ~~are~~HAVE ~~calculated~~BEEN byFILED ~~dividing~~SEPARATELY ~~net~~WITH ~~loss~~THE byCOMMISSION ~~weighted-average~~PURSUANT ~~common~~TO ~~shares~~RULE ~~outstanding~~24B-2 ~~during~~OF ~~the~~THE ~~period~~SECURITEIS ~~plus~~AND ~~dilutive~~EXCHANGE ~~potential~~ACT ~~common~~OF ~~shares, which are determined as follows:~~ 1934.

	Year ended December 31,
	2012		2011		2010
	(in thousands)
Basic weighted-average shares		98,354		89,774		77,608
Effect of dilutive securities:
Stock options		761		—		—
Dilutive weighted-average shares		99,115		89,774		77,608

	Year ended December 31,
	2012		2011		2010
Options and warrants (in thousands)		19,744		25,973		18,306
Weighted-average exercise price of options and warrants	$	3.00	$	2.49	$	2.60
Average market price of common shares	$	0.79	$	1.46	$	2.02

SIGNATURES

~~Defined~~Pursuant ~~Contribution~~to ~~Plan~~the -requirements ~~401~~of Section 13 or 15(kd) 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.

We sponsor a defined contribution plan, named the Syntroleum 401(k) Plan (the “401(k) Plan”), covering virtually all of our employees who have met the eligibility requirements. Our employees may participate in the 401(k) Plan upon employment. Participants become eligible for matching and profit sharing contributions upon employment on the last day of the 401(k) Plan quarter.


	SYNTROLEUM CORPORATION

Dated: March 13, 2014	By:	/s/ Edward G. Roth
	Edward G. Roth
	Chief Executive Officer

WePursuant ~~contribute a matching contribution equal~~ to 50the ~~percent~~requirements of ~~employees’ contributions quarterly in~~ the ~~form~~Securities ofExchange ~~shares~~Act of ~~our~~1934, ~~common stock.~~this Noreport ~~employee~~has ~~purchase~~been ofsigned ~~our~~below ~~stock~~by isthe following ~~permitted.~~persons Weon ~~recorded~~behalf ~~expense~~ of ~~$129,000,~~the ~~$137,000~~registrant and ~~$136,000~~in ~~from~~the ~~issuing~~capacities ~~199,421, 121,195~~ and ~~74,960~~on ~~shares of Syntroleum Stock for~~ the ~~years~~dates ~~ended December 31, 2012, 2011 and 2010, respectively, of which 76,450 shares were issued in January 2013~~indicated.

Use of Estimates


Name	Capacity	Date

/s/ Edward G. Roth Edward G. Roth	Chief Executive Officer and Director (Principal Executive Officer)	March 13, 2014

/s/ Karen L. Power Karen L. Power	Senior Vice President and Principal Financial Officer (Principal Financial Officer)	March 13, 2014

/s/ Robert B. Rosene, Jr. Robert B. Rosene, Jr.	Chairman of the Board	March 13, 2014

/s/ Alvin R. Albe, Jr. Alvin R. Albe, Jr.	Director	March13, 2014

/s/ Frank M. Bumstead Frank M. Bumstead	Director	March 13, 2014

/s/ P. Anthony Jacobs P. Anthony Jacobs	Director	March 13, 2014

/s/ James R. Seward James R. Seward	Director	March 13, 2014

~~The~~Index ~~preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management~~ to ~~make~~Exhibits estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management include, but are not limited to, the valuation of stock-based compensation, estimates for accrued liabilities and estimates for asset retirement obligations. Actual results could differ from these estimates.

Foreign Currency Transactions



	99.5			Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2013

	21			Subsidiaries of Syntroleum

	23			Consent of HoganTaylor LLP

	31.1			Section 302 Certification of Chief Executive Officer

	31.2			Section 302 Certification of Chief Financial Officer

	32.1			Section 906 Certification of Chief Executive Officer

~~All~~58 of our subsidiaries use the U.S. dollar for their functional currency. Assets and liabilities denominated in other currencies are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Transaction gains and losses that arise from exchange rate fluctuations applicable to transactions denominated in a currency other than the U.S. dollar are included in the consolidated results of operations as incurred.

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that the recently issued accounting standards are not currently applicable to us



	32.2			Section 906 Certification of Chief Financial Officer

	101.INS			XBRL Instance Document

	101.SCH			XBRL Taxonomy Extension Schema Document

	101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF			XBRL Taxonomy Extension definition Linkbase Document

	101.LAB			XBRL Taxonomy Extension Label Linkbase Document

	101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

~~F-8~~ 59

2.REPORT ~~OPERATIONS~~OF ~~AND~~INDEPENDENT ~~LIQUIDITY~~REGISTERED PUBLIC ACCOUNTING FIRM

InBoard ~~the past we have sustained recurring losses and negative cash flows from operations. As~~ of ~~December 31,~~Directors ~~2012, we had approximately $15.9 million of cash~~ and ~~cash~~Stockholders equivalents available to fund operations and investing activities. We review cash flow forecasts and budgets periodically. Based on production levels and gross margins from the sale of finished goods and upon working capital and capital expenditures requirements for the Dynamic Fuels plant, we expect to receive partner distributions from Dynamic Fuels at some indeterminate time in the future.

~~On February 15, 2013,~~ Syntroleum ~~made~~Corporation ~~an additional $2.3 million working capital loan to Dynamic Fuels. Tyson made an additional $2.3 million working capital loan (for a total of $4.6 million) on February 19, 2013.~~

OnWe ~~March~~have audited the accompanying consolidated balance sheets of Syntroleum Corporation (a Delaware corporation) and subsidiaries as of December 131, 2013~~, Syntroleum~~ ~~received~~and $52012,~~798,000~~ ~~from~~and ~~sales~~the ~~proceeds~~related consolidated statements of ~~its~~operations, ~~nominal~~stockholders’ ~~two~~equity ~~b/d~~(deficit), ~~pilot~~and ~~plant~~cash ~~located~~flows for each of the three years in ~~Tulsa~~the period ended December 31, ~~Oklahoma~~2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

OnWe ~~June 8,~~conducted ~~2012,~~our audits in accordance with the standards of the Public Company ~~received~~Accounting aOversight ~~Nasdaq~~Board ~~Staff~~(United ~~Deficiency~~States). ~~Letter,~~Those ~~indicating~~standards require that we plan and perform the ~~Company’s~~audit ~~stock~~to ~~had~~obtain ~~closed~~reasonable ~~below~~assurance about whether the ~~minimum~~financial $1statements are free of material misstatement.00 ~~per~~An ~~share~~audit ~~requirement~~includes ~~for~~examining, ~~continued~~on ~~inclusion~~a ~~under~~test basis, evidence supporting the ~~marketplace~~amounts ~~Rule~~and ~~5500(a)(2)~~disclosures in the financial statements. WeAn ~~were~~audit ~~provided~~also ~~180~~includes ~~calendar~~assessing ~~days~~the accounting principles used and significant estimates made by management, oras ~~until~~well ~~December 5,~~as ~~2012~~evaluating tothe ~~regain~~overall ~~compliance~~financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

OnIn ~~December 6,~~our ~~2012~~opinion, the ~~Company~~consolidated ~~received~~financial astatements ~~Nasdaq~~referred ~~notification indicating~~to weabove ~~were~~present ~~eligible~~fairly, ~~for~~in anall ~~additional~~material ~~180~~respects, ~~calendar~~the ~~day~~financial ~~compliance~~position ~~period~~of orSyntroleum ~~until~~Corporation ~~June 3,~~and ~~2013~~subsidiaries toas ~~regain~~of ~~compliance.~~December 31, ~~Their~~2013 ~~determination~~and ~~was~~2012, ~~based~~and ~~on our meeting~~ the ~~continued~~results ~~listing requirement for market value~~ of ~~publicly~~their ~~held~~operations ~~shares~~ and ~~all~~their cash ~~other~~flows ~~applicable requirements~~ for ~~initial~~each ~~listing~~of on the ~~Capital~~three ~~market~~years ~~with~~in the ~~exception~~period ofended ~~the bid price requirement~~December 31, ~~and~~2013 ~~our~~in ~~written~~conformity ~~notice~~with ofaccounting ~~our~~principles ~~intention~~generally toaccepted ~~cure~~in the ~~deficiency~~United ~~during~~States ~~the~~of ~~second compliance period by effecting a reverse stock split, if necessary~~America.

The ~~Company~~accompanying isconsolidated ~~involved~~financial instatements ~~certain~~have ~~claims~~been ~~and~~prepared ~~legal~~assuming ~~proceedings~~that ~~arising~~the inCompany ~~the~~will ~~ordinary course~~continue ofas ~~business~~a going concern. ~~Management~~As ~~believes~~discussed ~~there~~in ~~will~~Note ~~not~~2 beto the ~~any~~consolidated ~~liability~~financial ~~from~~statements, the ~~resolution~~Company ofhas ~~these~~suffered ~~proceedings~~recurring losses, negative cash flows from operations and ~~any~~an ~~liability~~accumulated ~~will~~deficit ~~not~~of ~~have~~$362.7 amillion. ~~material~~These ~~adverse~~factors ~~effect~~among onothers raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 1. The consolidated financial ~~condition,~~statements ~~future~~do ~~results~~not include any adjustments that might result from the outcome of ~~operations~~this ~~or liquidity~~uncertainty.

3.We ~~DISCONTINUED~~also ~~OPERATIONS~~have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Syntroleum Corporation and Subsidiaries’ internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 1992, and our report dated March 13, 2014 expressed an unqualified opinion on the effectiveness of Syntroleum Corporation’s internal control over financial reporting.

~~Research~~/s/ ~~and~~HOGANTAYLOR ~~Development~~LLP

We have completed the necessary testing and demonstration associated with our pilot plants as well as completion of catalyst formulation and deactivation studies. All revenues and costs associated with these activities such as; facilitiesTulsa, ~~dismantlement~~Oklahoma of facilities, overhead associated with the facilities, personnel, equipment and outside testing and analytical work have been reported in “Income (Loss) from Discontinued Operations” in the Consolidated Statement of Operations. The total income or (loss) of research and development activities totaled ($38,000), ($27,000) and $97,000 for the years ended December 31, 2012, 2011 and 2010, respectively. The gain in 2010 resulted from lower actual dismantlement costs than estimated for the asset retirement obligation associated with the Catoosa Demonstration Facility.

On March 113, ~~2013,~~2014 Syntroleum sold its pilot plant for $5,798,000. Syntroleum had no carrying value for the pilot plant since all costs incurred had been expensed as research and development. As such, the total amount of proceeds will be recognized as a gain in the first quarter of 2013. In connection with this sale, the previously recognized asset retirement obligation of $603,000, reported in “Noncurrent Liabilities of Discontinued Operations” in the Consolidated Balance Sheet, will also be recognized as a gain in the first quarter of 2013.

4.F-1 ~~INVESTMENT IN AND LOANS TO DYNAMIC FUELS~~

~~The~~SYNTROLEUM ~~LLC~~CORPORATION ~~Agreement~~AND ~~provides~~SUBSIDIARIES for management and control of Dynamic Fuels to be exercised jointly by representatives of the Company and Tyson equally with no LLC member exercising control. This entity is accounted for under the equity method and is not consolidated in our financial statements; however, our share of the Dynamic Fuels net income or loss is reflected in the Consolidated Statements of Operations. Dynamic Fuels has a different fiscal year than us. The Dynamic Fuels fiscal year ends on September 30 and we report our share of Dynamic Fuels results of operations on a three month lag basis. Our carrying value in Dynamic Fuels is reflected in “Investment in and Loans to Dynamic Fuels, LLC” in our Consolidated Balance Sheets. As of December 31, 2012, Syntroleum’s total estimate of maximum exposure to loss as a result of its relationships with this entity was approximately $38,659,000, which represents our equity investment in and loans to this entity, net of recognized losses and other equity accounting adjustments, in the amount of $38,407,000 and accounts receivable from this entity in the amount of $252,000. The carrying value of our investment in Dynamic Fuels exceeds the amount of underlying equity in net assets of Dynamic Fuels by approximately $8,000,000, related to warrants issued to Tyson, and is being amortized over the remaining life of the bonds which expire in 2033.

~~F-9~~ CONSOLIDATED BALANCE SHEETS

~~Table~~(in ofthousands) ~~Contents~~

In prior years, Dynamic Fuels was engaged in the development and construction of its renewable fuels plant. Dynamic Fuels began commercial operations in November of 2010. As of September 30, 2012, the plant sold 63.0 million gallons of renewable products such as diesel, naphtha, and LPG. Nameplate capacity for the plant is 75.0 million gallons per year. During its fiscal year ended September 30, 2012, the plant produced renewable products at an average rate of 49% of design capacity compared to 35% during the fiscal year ended September 30, 2011.


	December 31,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,400		$	15,909
Restricted cash		—			725
Accounts receivable		109			134
Taxes receivable		988			—
Accounts receivable from Dynamic Fuels, LLC		—			252
Other current assets		280			237

Total current assets		12,777			17,257
PROPERTY AND EQUIPMENT – at cost, net		77			58
INVESTMENT IN AND LOANS TO DYNAMIC FUELS, LLC		37,848			38,407
OTHER ASSETS, net		1,113			1,023

	$	51,815		$	56,745

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	783		$	312
Accrued employee costs		23			71
Deposits		—			725

Total current liabilities		806			1,108
NONCURRENT LIABILITIES OF DISCONTINUED OPERATIONS		—			603
DEFERRED REVENUE		13,365			15,612
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value, 5,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value, 150,000 shares authorized, 9,943 and 9,829 shares issued and outstanding at December 31, 2013 and 2012, respectively		99			98
Additional paid-in capital		400,262			399,788
Accumulated deficit		(362,717	)		(360,464	)

Total stockholders’ equity		37,644			39,422

	$	51,815		$	56,745

~~Since~~The ~~inception~~accompanying ofnotes ~~commercial~~are ~~operations,~~an ~~the~~integral ~~plant~~part has experienced mechanical issues, hydrogen supply disruptions and feedstock adulterants which have contributed to plant down time, higher than expected operational costs and operating losses. Throughout 2011, Syntroleum provided engineering and other services and paid costs for services performed by others on behalf of ~~Dynamic Fuels. As Dynamic Fuels’ cash flow was insufficient to pay Syntroleum for~~ these ~~services,~~consolidated ~~Syntroleum’s~~financial ~~account receivable from Dynamic Fuels, including accrued royalties, grew to $2,624,000 at December 31, 2011~~statements. ~~Because~~ ~~Dynamic Fuel’s near term ability to pay the amount owed without additional loans from its owners was uncertain, Syntroleum classified the account receivable as non-current as of December 31, 2011.~~

InF-2 order to help resolve differences between us and Tyson regarding plant operational and other issues, on June 27, 2012, we entered into a Settlement Agreement whereby the obligations to us and Tyson for sourcing fees, running royalty fees, line of credit or interest fees and services and expenses under the technical service agreement in the amount of $6,597,000 each were contributed to Dynamic Fuels’ equity. Contemporaneous with the execution of the Settlement Agreement, we entered into a revised site license agreement, rights and obligations under the master license agreement were amended, warrants to purchase our common stock that had been issued to Tyson were vested, and the sales agreement under which Tyson procures feedstock was amended to pay Tyson an additional $.01 per pound, up to 1.1 billion pounds, to procure certain low cost feedstock.

OnSYNTROLEUM ~~February 15,~~CORPORATION ~~2013~~AND ~~and~~SUBSIDIARIES ~~February 19, 2013, respectively, Syntroleum and Tyson each made an additional $2.3 million working capital loan to Dynamic Fuels (for a total of $4.6 million).~~

AsCONSOLIDATED ofSTATEMENTS ~~the~~OF ~~date~~OPERATIONS these financial statements were issued, the plant continues to be in standby mode. While the economic conditions have improved in 2013, Syntroleum and Tyson have not agreed on the economic conditions required for plant start-up. As start-up costs may require each of us to make additional loans to Dynamic Fuels, receipt of the tax credits, sometime during 2013, may play a role in start-up timing.

~~Accounting standards for equity method investments require us to consider all factors that may indicate that the value of our investment~~ (in ~~Dynamic Fuels is less than the amount resulting from the application of the equity method reported in our balance sheet. If such a value deficiency has occurred and is other than temporary~~thousands, itexcept ~~must~~per beshare ~~recognized~~data) currently. Our management has considered Dynamic Fuel’s financial condition, current status and outlook and has concluded that should a current valuation deficiency exist, it does not meet the “other than temporary” criteria of the accounting standards. When we and Tyson reach agreement to resume production, for which there is no assurance, should the plant upgrades and improvements fail to improve operational performance or industry economics make the plant uneconomic to operate, we may be required to assess the recoverability of our investment in and loans to Dynamic Fuels.

During the years ended September 30, 2012, 2011 and 2010, we recognized revenue associated with our technical services agreement between us and Dynamic Fuels in the amount of $6,017,000, $1,895,000 and $2,005,000, respectively. This revenue is reported in “Technical services from Dynamic Fuels, LLC” and “Royalties from Dynamic Fuels, LLC Plant Production” in the Consolidated Statement of Operations. During 2012, $3.7 million in technical service revenue from Dynamic Fuels was recognized for services that had been provided prior to 2012


	For the Year Ended December 31,
	2013			2012			2011
REVENUES:
Technology	$	100		$	9,600		$	600
Technical services		1,388			1,909			1,719
Technical services from Dynamic Fuels, LLC		469			5,228			974
Royalties from Dynamic Fuels, LLC plant production		—			789			921

Total revenues		1,957			17,526			4,214

COSTS AND EXPENSES:
Engineering		2,280			2,571			2,236
Depreciation and amortization		180			186			200
General, administrative and other (including non-cash equity compensation of $475, $508 and $562 for the years ended December 31, 2013, 2012 and 2011, respectively.)		8,835			5,552			4,827

OPERATING INCOME (LOSS)		(9,338	)		9,217			(3,049	)
INTEREST INCOME		8			22			16
OTHER INCOME		8			6			8
EQUITY IN LOSS OF DYNAMIC FUELS, LLC		(1,569	)		(10,012	)		(13,880	)
FOREIGN CURRENCY EXCHANGE		2,247			(296	)		(17	)

LOSS FROM CONTINUING OPERATIONS		(8,644	)		(1,063	)		(16,922	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS		6,391			(38	)		(27	)

NET LOSS	$	(2,253	)	$	(1,101	)	$	(16,949	)

BASIC AND DILUTED NET INCOME(LOSS) PER SHARE:
Net loss from continuing operations	$	(0.87	)	$	(0.11	)	$	(1.89	)
Income from discontinued operations		0.64			—			—

Net loss	$	(0.23	)	$	(0.11	)	$	(1.89	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		9,932			9,835			8,977

Diluted		9,932			9,835			8,977

~~Dynamic~~The ~~Fuels,~~accompanying ~~LLC~~notes ~~2012~~are ~~and~~an ~~2011~~integral ~~Audited~~part ~~Financials~~of ~~(in~~these ~~thousands):~~consolidated financial statements.

Balance Sheet	September 30,2012		September 30,2011
Cash and Current Assets	$	9,337	$	6,950
Inventory		17,509		16,555
Property, Plant and Equipment and Other Assets		150,258		146,929
Total Assets	$	177,104	$	170,434
Accounts Payable	$	10,241	$	7,210
Notes and Accounts Payable to Related Parties		29,976		32,506
Long-Term Liabilities		100,051		100,040
Total Liabilities		140,268		139,756
Total Members’ Equity		36,836		30,678
Total Liabilities and Members’ Equity	$	177,104	$	170,434

F-3

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

~~Table~~SYNTROLEUM ofCORPORATION ~~Contents~~AND SUBSIDIARIES

Statement of Operations	For the YearEndedSeptember 30,2012			For the YearEndedSeptember 30,2011			For the YearEndedSeptember 30,2010
Revenue	$	166,986		$	127,069		$	—
Cost of Goods Sold and Operating Expenses		179,550			151,341			10,426
General and Administrative		1,595			2,516			1,616
Loss from Operations		(14,159	)		(26,788	)		(12,042	)
Other Income (Expense)		(2,086	)		(2,548	)		902
Net Loss	$	(16,245	)	$	(29,336	)	$	(11,140	)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

5.(in ~~DEFERRED~~thousands) ~~REVENUE~~

License fees received for which the criteria for revenue recognition have not been met totaled $15,612,000 and $24,366,000 at December 31, 2012 and 2011, respectively.


	Common Stock
	Number of Shares			Amount			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance, January 1, 2011		8,168		$	82		$	375,132		$	(342,414	)	$	32,800
Stock options exercised		5			—			34			—			34
Issuance of shares public offering		1,590			16			23,522			—			23,538
Vesting of awards granted		2			—			74			—			74
Match to 401(k)		30			—			488			—			488
Net loss		—			—			—			(16,949	)		(16,949	)

Balance, December 31, 2011		9,795		$	98		$	399,250		$	(359,363	)	$	39,985
Stock options exercised		10			—			63			—			63
Vesting of awards granted		1			—			194			—			194
Restricted stock purchased and retired		(29	)		(1	)		(198	)		—			(199	)
Stock-based bonuses &Match to 401(k)		52			1			479			—			480
Net loss		—			—			—			(1,101	)		(1,101	)

Balance, December 31, 2012		9,829		$	98		$	399,788		$	(360,464	)	$	39,422
Vesting of awards granted		88			1			349			—			350
Match to 401(k) Plan & repurchased shares		26			—			125			—			125
Net loss		—			—			—			(2,253	)		(2,253	)

Balance, December 31, 2013		9,943		$	99		$	400,262		$	(362,717	)	$	37,644

In August 2000, we signed a non-exclusive license agreement with the Commonwealth of Australia, granting the Commonwealth the right to utilize the Syntroleum® Process. As of December 31, 2012 and 2011, we had a remaining license agreement with the Commonwealth of Australia that includes credits against future license fees earned in Australia in the amount of AUD $15,000,000. This license has been recorded as deferred revenue of US $15,557,000 and US $15,261,000 as of December 31, 2012 and 2011, respectively. This license expires in 2019. The ~~license~~accompanying ~~agreement~~notes isare ~~denominated~~an inintegral ~~Australian~~part ~~dollars and is subject to changes in foreign currency. During the years ended December 31, 2012, 2011, and 2010, the foreign currency effect on our deferred revenues was a change~~ of ~~$(296,000),~~

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