Exhibit 99.4
 DELEK US HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)
 i.
    
    Pro Forma Financial Information  Introduction
 The accompanying unaudited pro forma condensed combined financial statements (pro forma
statements) present the effect of the April 29, 2011 acquisition of the majority equity
interest in Lion Oil Company (LOC) on the financial position and results of operations of
Delek US Holdings, Inc. (Delek US). Delek US fiscal year ends on December 31.
 The unaudited pro forma condensed combined balance sheet as of March 31, 2011 is based upon the
unaudited historical balance sheet of Delek US and the unaudited historical balance sheet of LOC
as of March 31, 2011 and assumes the acquisition took place on March 31, 2011. The unaudited
pro forma condensed combined statements of operations for the periods ended March 31, 2011 and
2010 are based on the unaudited historical statements of Delek US for the three months ended
March 31, 2011 and 2010, and the unaudited historical statements of operations of LOC for the
three months ended March 31, 2011 and 2010, and have been prepared assuming the acquisition took
place on January 1, 2010. The unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2010 is based on the audited historical statements of Delek US
for the fiscal year ended December 31, 2010 and the unaudited historical statement of operations
of LOC for the twelve months ended December 31, 2010, and have been prepared assuming the
acquisition took place on January 1, 2010. LOCs fiscal year ends on April 30. In order to
prepare LOCs unaudited pro forma condensed combined statement of operations for the twelve
months ended December 31, 2010, LOCs unaudited results for the period from May 1, 2010 through
December 31, 2010 were added to its audited results for the fiscal year ended April 30, 2010 and
the unaudited operating results for the period from May 1, 2009 through December 31, 2009 were
deducted.
 The unaudited pro forma condensed combined financial statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. They do not purport to be
indicative of the results of operations or financial position of Delek US that would have
occurred had the acquisition actually been completed on the dates indicated, or which may occur
in the future.
 The acquisition has been accounted for under the acquisition method of accounting.
 Preliminary estimates of the fair values of major categories of assets, liabilities, and
non-controlling interest are reflected in the accompanying pro forma statements based on
available information and are currently subject to change. The recording of the acquisition
will be completed when Delek US finishes its appraisal of property, plant and equipment,
completes an assessment of certain liabilities assumed and finalizes certain other matters
related to the acquisition. The final recorded amounts and the resulting effect on income from
operations may differ from the unaudited pro forma amounts included herein. The pro forma
adjustments are described in the accompanying notes and represent Delek US preliminary
determination of acquisition accounting adjustments based upon available information and certain
assumptions that Delek US believes are reasonable. The unaudited pro forma condensed combined
statements of operations do not include the impact of any revenues, costs, or other operating
synergies and non-recurring charges expected to result from the acquisition.
 The unaudited pro forma condensed combined financial information, including the notes thereto,
should be read in conjunction with the consolidated financial statements of Delek US included in
its annual report on Form 10-K for the year ended December 31, 2010, and its quarterly report on
Form 10-Q for the three months ended March 31, 2011, and the consolidated financial statements
of LOC included as Exhibits 99.2 and 99.3 to Delek US current report on Form 8-K/A.




---



##### 



DELEK US HOLDINGS, INC.
 Pro Forma Condensed Combined Balance Sheets as of March 31, 2011

(Unaudited)
 Pro Forma
    
    
    
    
    CombinedDelek US
    
    
    Lion Oil
    
    
    Adjustments
    
    
    Note 2
    
    Pro Forma(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    110.7
    
    
    $
    (1.5
    )
    
    $
    97.7
    
    
    a.
    
    $
    206.9Accounts receivable
    
    
    155.7
    
    
    
    7.2
    
    
    
    
    
    
    
    
    
    162.9Accounts receivable from related party
    
    
    
    
    
    
    107.7
    
    
    
    (107.7
    )
    
    b.
    
    
    Inventory
    
    
    127.9
    
    
    
    207.0
    
    
    
    45.9
    
    
    c.
    
    
    380.8Other current assets
    
    
    14.2
    
    
    
    13.9
    
    
    
    24.9
    
    
    d.
    
    
    53.0Total current assets
    
    
    408.5
    
    
    
    334.3
    
    
    
    60.8
    
    
    
    
    
    803.6Property, plant and equipment:Property, plant and equipment
    
    
    893.3
    
    
    
    858.7
    
    
    
    (581.1
    )
    
    
    
    
    1,170.9Less: accumulated depreciation
    
    
    (218.6
    )
    
    
    (269.4
    )
    
    
    269.4
    
    
    
    
    
    (218.6
    )Property, plant and equipment, net
    
    
    674.7
    
    
    
    589.3
    
    
    
    (311.7
    )
    
    e.
    
    
    952.3Goodwill
    
    
    71.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    71.9Other intangibles, net
    
    
    7.5
    
    
    
    
    
    
    
    11.3
    
    
    f.
    
    
    18.8Minority investment
    
    
    71.6
    
    
    
    
    
    
    
    (71.6
    )
    
    g.
    
    
    Other non-current assets
    
    
    12.4
    
    
    
    6.8
    
    
    
    1.8
    
    
    h.
    
    
    21.0Total assets
    
    $
    1,246.6
    
    
    $
    930.4
    
    
    $
    (309.4
    )
    
    
    
    $
    1,867.6LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    296.6
    
    
    $
    189.7
    
    
    $
    (120.7
    )
    
    a.
    
    $
    365.6Current portion of long-term debt and capital lease obligations
    
    
    16.1
    
    
    
    
    
    
    
    6.0
    
    
    j.
    
    
    22.1Accrued expenses and other current liabilities
    
    
    76.0
    
    
    
    32.0
    
    
    
    25.2
    
    
    i.
    
    
    133.2Total current liabilities
    
    
    388.7
    
    
    
    221.7
    
    
    
    (89.5
    )
    
    
    
    
    520.9Non-current liabilities:Long-term debt and capital lease obligations, net of current portion
    
    
    217.6
    
    
    
    
    
    
    
    144.0
    
    
    j.
    
    
    361.6Note payable to related party
    
    
    44.0
    
    
    
    
    
    
    
    40.0
    
    
    j.
    
    
    84.0Due to Ergon
    
    
    
    
    
    
    346.0
    
    
    
    (346.0
    )
    
    l.
    
    
    Obligation under supply and offtake agreement
    
    
    
    
    
    
    
    
    
    
    219.2
    
    
    k.
    
    
    219.2Environmental liabilities, net of current portion
    
    
    2.7
    
    
    
    1.2
    
    
    
    
    
    
    
    
    
    3.9Asset retirement obligations
    
    
    7.2
    
    
    
    
    
    
    
    0.5
    
    
    m.
    
    
    7.7Deferred tax liabilities
    
    
    116.6
    
    
    
    86.9
    
    
    
    (102.6
    )
    
    n.
    
    
    100.9Other non-current liabilities
    
    
    10.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.8Total non-current liabilities
    
    
    398.9
    
    
    
    434.1
    
    
    
    (44.9
    )
    
    
    
    
    788.1Shareholders equity:Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock
    
    
    0.5
    
    
    
    0.8
    
    
    
    (0.8
    )
    
    o.
    
    
    0.5Additional paid-in capital
    
    
    288.4
    
    
    
    8.2
    
    
    
    39.1
    
    
    o.
    
    
    335.7Retained earnings
    
    
    170.1
    
    
    
    265.6
    
    
    
    (242.0
    )
    
    o.
    
    
    193.7Non-controlling interest
    
    
    
    
    
    
    
    
    
    
    28.7
    
    
    o.
    
    
    28.7Total shareholders equity
    
    
    459.0
    
    
    
    274.6
    
    
    
    (175.0
    )
    
    
    
    
    558.6Total liabilities and shareholders equity
    
    $
    1,246.6
    
    
    $
    930.4
    
    
    $
    (309.4
    )
    
    
    
    $
    1,867.6
  2




---



##### 



DELEK US HOLDINGS, INC.
 Pro Forma Condensed Combined Statements of Operations
For the three months ended March 31, 2011


(Unaudited)
 Pro Forma
    
    
    
    
    Combined ProDelek US
    
    
    Lion Oil
    
    
    Adjustments
    
    
    Note 3
    
    Forma(In millions, except share and per share data)Net sales
    
    $
    1,143.5
    
    
    $
    734.7
    
    
    $
    (4.1
    )
    
    a.
    
    $
    1,874.1Operating costs and expenses:Cost of goods sold
    
    
    1,014.2
    
    
    
    689.0
    
    
    
    (10.4
    )
    
    a.,b.
    
    
    1,692.8Operating expenses
    
    
    60.2
    
    
    
    3.6
    
    
    
    25.7
    
    
    b.
    
    
    89.5General and administrative expenses
    
    
    18.3
    
    
    
    4.6
    
    
    
    (2.9
    )
    
    c.
    
    
    20.0Depreciation and amortization
    
    
    14.9
    
    
    
    11.3
    
    
    
    (7.2
    )
    
    d.
    
    
    19.0Loss on sale of assets
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.6Total operating costs and expenses
    
    
    1,108.2
    
    
    
    708.5
    
    
    
    5.2
    
    
    
    
    
    1,821.9Operating income
    
    
    35.3
    
    
    
    26.2
    
    
    
    (9.3
    )
    
    
    
    
    52.2Interest expense
    
    
    7.3
    
    
    
    4.4
    
    
    
    (1.0
    )
    
    e.
    
    
    10.7Income before income taxes
    
    
    28.0
    
    
    
    21.8
    
    
    
    (8.3
    )
    
    
    
    
    41.5Income tax expense
    
    
    11.1
    
    
    
    8.1
    
    
    
    (3.3
    )
    
    f.
    
    
    15.9Net income
    
    
    16.9
    
    
    
    13.7
    
    
    
    (5.0
    )
    
    
    
    
    25.6Net income attributed to non-controlling interest
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    g.
    
    
    1.1Net income
attributable to Delek US
    
    $
    16.9
    
    
    $
    13.7
    
    
    $
    (6.1
    )
    
    
    
    $
    24.5Basic earnings per share
    
    $
    0.31
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.42Diluted earnings per share
    
    $
    0.31
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.42Weighted average common shares outstanding:Basic
    
    
    54,412,207
    
    
    
    
    
    
    
    3,292,844
    
    
    h.
    
    
    57,705,051Diluted
    
    
    54,567,765
    
    
    
    
    
    
    
    3,292,844
    
    
    h.
    
    
    57,860,609Dividends declared per common share outstanding
    
    $
    0.0375
  3




---



##### 



DELEK US HOLDINGS, INC.
 Pro Forma Condensed Combined Statements of Operations
For the year ended December 31, 2010 (Unaudited)
 Pro Forma
    
    
    
    
    CombinedDelek US
    
    
    Lion Oil
    
    
    Adjustments
    
    
    Note 3
    
    Pro Forma(In millions, except share and per share data)Net sales
    
    $
    3,755.6
    
    
    $
    2,513.7
    
    
    $
    (18.2
    )
    
    a.
    
    $
    6,251.1Operating costs and expenses:Cost of goods sold
    
    
    3,412.9
    
    
    
    2,421.3
    
    
    
    (122.5
    )
    
    a.,b.
    
    
    5,711.7Operating expenses
    
    
    229.5
    
    
    
    16.5
    
    
    
    103.9
    
    
    b.
    
    
    349.9Insurance proceeds  business interruption
    
    
    (12.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (12.8
    )Property damage expenses, net
    
    
    (4.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (4.0
    )General and administrative expenses
    
    
    59.0
    
    
    
    5.5
    
    
    
    (1.2
    )
    
    c.
    
    
    63.3Depreciation and amortization
    
    
    61.1
    
    
    
    45.3
    
    
    
    (28.8
    )
    
    d.
    
    
    77.6Loss on sale of assets
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7Total operating costs and expenses
    
    
    3,746.4
    
    
    
    2,488.6
    
    
    
    (48.6
    )
    
    
    
    
    6,186.4Operating income
    
    
    9.2
    
    
    
    25.1
    
    
    
    30.4
    
    
    
    
    
    64.7Interest expense
    
    
    34.1
    
    
    
    18.3
    
    
    
    6.6
    
    
    e.
    
    
    59.0Impairment of minority investment
    
    
    60.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    60.0(Loss) income before income taxes
    
    
    (84.9
    )
    
    
    6.8
    
    
    
    23.8
    
    
    
    
    
    (54.3
    )Income tax (benefit) expense
    
    
    (5.0
    )
    
    
    3.8
    
    
    
    9.2
    
    
    f.
    
    
    8.0Net (loss) income
    
    
    (79.9
    )
    
    
    3.0
    
    
    
    14.6
    
    
    
    
    
    (62.3
    )Net income attributed to non-controlling interest
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    g.
    
    
    2.4Net
(loss) income attributable to Delek US
    
    $
    (79.9
    )
    
    $
    3.0
    
    
    $
    12.2
    
    
    
    
    $
    (64.7
    )Basic loss per share
    
    $
    (1.47
    )
    
    
    
    
    
    
    
    
    
    
    
    $
    (1.12
    )Diluted loss per share
    
    $
    (1.47
    )
    
    
    
    
    
    
    
    
    
    
    
    $
    (1.12
    )Weighted average common shares outstanding:Basic
    
    
    54,264,763
    
    
    
    
    
    
    
    3,292,844
    
    
    h.
    
    
    57,557,607Diluted
    
    
    54,264,763
    
    
    
    
    
    
    
    3,292,844
    
    
    h.
    
    
    57,557,607Dividends declared per common share outstanding
    
    $
    0.15
  4




---



##### 



DELEK US HOLDINGS, INC.
 Pro Forma Condensed Combined Statements of Operations
For the three months ended March 31, 2010 (Unaudited)
 Pro Forma
    
    
    
    
    Combined ProDelek US
    
    
    Lion Oil
    
    
    Adjustments
    
    
    Note 3
    
    Forma(In millions, except share and per share data)Net sales
    
    $
    892.9
    
    
    $
    584.1
    
    
    $
    (3.7
    )
    
    a.
    
    $
    1,473.3Operating costs and expenses:Cost of goods sold
    
    
    820.7
    
    
    
    560.5
    
    
    
    (58.0
    )
    
    a.,b.
    
    
    1,323.2Operating expenses
    
    
    56.1
    
    
    
    3.2
    
    
    
    25.9
    
    
    b.
    
    
    85.2Property damage expenses, net
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2General and administrative expenses
    
    
    15.3
    
    
    
    1.5
    
    
    
    (0.1
    )
    
    c.
    
    
    16.7Depreciation and amortization
    
    
    14.5
    
    
    
    11.1
    
    
    
    (7.0
    )
    
    d.
    
    
    18.6Gain on sale of assets
    
    
    (0.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )Total operating costs and expenses
    
    
    906.3
    
    
    
    576.3
    
    
    
    (39.2
    )
    
    
    
    
    1,443.4Operating (loss) income
    
    
    (13.4
    )
    
    
    7.8
    
    
    
    35.5
    
    
    
    
    
    29.9Interest expense
    
    
    8.7
    
    
    
    4.3
    
    
    
    3.7
    
    
    e.
    
    
    16.7(Loss) income before income taxes
    
    
    (22.1
    )
    
    
    3.5
    
    
    
    31.8
    
    
    
    
    
    13.2Income tax (benefit) expense
    
    
    (8.0
    )
    
    
    1.4
    
    
    
    12.5
    
    
    f.
    
    
    5.9Net (loss) income
    
    
    (14.1
    )
    
    
    2.1
    
    
    
    19.3
    
    
    
    
    
    7.3Net income attributed to non-controlling interest
    
    
    
    
    
    
    
    
    
    
    2.8
    
    
    g.
    
    
    2.8Net (loss) income attributable to Delek US
    
    $
    (14.1
    )
    
    $
    2.1
    
    
    $
    16.5
    
    
    
    
    $
    4.5Basic (loss) earnings per share
    
    $
    (0.26
    )
    
    
    
    
    
    
    
    
    
    
    
    $
    0.08Diluted (loss) earnings per share
    
    $
    (0.26
    )
    
    
    
    
    
    
    
    
    
    
    
    $
    0.08Weighted average common shares outstanding:Basic
    
    
    53,920,639
    
    
    
    
    
    
    
    3,292,844
    
    
    h.
    
    
    57,213,483Diluted
    
    
    53,920,639
    
    
    
    
    
    
    
    3,336,750
    
    
    h.
    
    
    57,257,389Dividends declared per common share outstanding
    
    $
    0.0375
  5




---



##### 



DELEK US HOLDINGS, INC.
 Notes to Pro Forma Condensed Combined Interim Financial Information (Unaudited)
(in millions, except share and per share data)
 1.
    
    Acquisition of Lion Oil Company
 On April 29, 2011, Delek US completed the acquisition of 53.7% of the common shares of LOC from
Ergon, increasing its ownership interest from 34.6% to 88.3%. LOC became a subsidiary of Delek
US on this date. LOC owns and operates an 80,000 barrel per day crude oil refinery located in
El Dorado, Arkansas (Refinery), three crude oil pipelines, a crude oil gathering system, and
two petroleum product terminals in Memphis and Nashville, Tennessee.
 Delek US purchased the shares of LOC in return for a combination of cash, stock and the payment
or replacement of all debt currently owed by LOC to Ergon, including the following: (a) Delek
US issued 3,292,844 restricted shares of its common stock to Ergon; (b) Delek and LOC made a
cash payments of $50.0 million to Ergon; (c) LOC executed a $50.0 million term note payable to
Ergon that is guaranteed by Delek US;  and (d) LOC paid an
additional $32.0 million to Ergon, representing the estimated adjusted net working capital of
LOC and certain subsidiaries. The net working capital payment was subsequently adjusted to
$29.5 million, based on updated estimates. The net working capital payment amount is still
being finalized and any additional adjustments thereto are expected to be settled by the end of
July 2011. In addition, LOC divested certain other non-refining assets to or for the benefit of
Ergon.
 The LOC acquisition has been accounted for under the acquisition method of accounting under
which the acquirer recognizes the identifiable assets acquired the liabilities assumed, and the
non-controlling interest in the acquirer based on their estimated fair values. Any difference
between the sum of (i) the value of the consideration transferred, (ii) the value of the
non-controlling interest, and (iii) the fair value of the previously-held equity interest in the
acquirer and the amounts assigned to tangible or intangible assets acquired, liabilities
assumed, and the non-controlling interest in the acquirer would be recognized as goodwill or a
gain from bargain purchase.
 Also, on April 29, 2011, LOC entered into a Master Supply and Offtake Agreement (Agreement) with
J. Aron & Company (J. Aron). At the closing of the acquisition of the additional shares of
LOC, J. Aron purchased substantially all of the crude oil and refined products in LOCs inventory at
market prices for $201.7 million. Pursuant to the Agreement, the parties will identify mutually
acceptable contracts for the purchase of crude oil from third parties, allowing J. Aron to
supply up to 100,000 barrels per day of crude oil which will be purchased at average monthly
market prices by LOC for processing at the Refinery. Also pursuant to the Agreement, LOC will
endeavor to arrange potential sales by either LOC or J. Aron to third parties of the refined products
produced at the Refinery. In instances where LOC is the seller to such third parties, J. Aron
will first sell the applicable refined products to LOC at average monthly market prices. The Agreement
expires on April 29, 2014. While title of the inventories will reside with J. Aron, this
arrangement will be accounted for as a financing, and the quarterly fees will be included as a
component of interest expense in the statement of operations.
 2.
    
    Pro Forma Condensed Combined Balance Sheets (Unaudited)
 The acquisition has been accounted for under the acquisition method of accounting, under which
Delek US recognized the identifiable assets acquired the liabilities assumed, and the
non-controlling interest in LOC based on their estimated fair values.
  6




---



##### 



Preliminary estimates of the fair values of major categories of assets, liabilities, and
non-controlling interest are reflected in the accompanying pro forma statements based on
available information and are currently subject to
change. The recording of the acquisition will be completed when Delek US finishes its appraisal
of the property, plant and equipment acquired, completes an assessment of the liabilities
assumed and finalizes certain other matters related to the acquisition. The final recorded
amounts and the resulting effect on income from operations may differ from the unaudited pro
forma amounts included herein. Based on the earlier pro forma date of valuation for certain
tangible assets acquired, liabilities assumed and common stock issued, certain balances reported
in the pro forma condensed consolidated balance sheet as of March 31, 2011 are different than
the balances presented below.
 The components of the consideration transferred were as follows:
 Cash paid to LOC shareholders
    
    
    
    
    
    $
    79.5Delek US restricted common stock issued to LOC shareholders
    
    
    3,292,844Average price per share of Delek US stock on April 29, 2011
    
    $
    13.45Total value of common stock consideration
    
    
    
    
    
    
    44.3Fair value of Delek US investment in LOC held before the
business combination
    
    
    
    
    
    
    79.8Total consideration
    
    
    
    
    
    $
    203.6
 The preliminary estimate of the assets acquired, liabilities assumed and the non-controlling
interest in LOC is as follows:
 Accounts receivable
    
    $
    7.2Inventories
    
    
    222.2Prepaid expenses and current assets
    
    
    0.7Property, plant & equipment
    
    
    273.3Acquired identifiable intangibles (see Note 2.f.)
    
    
    11.3Deferred tax assets
    
    
    20.6Other noncurrent assets
    
    
    5.8Accounts payable
    
    
    (207.1
    )Current deferred tax liabilities
    
    
    (25.5
    )Other current liabilities
    
    
    (25.1
    )Long-term debt
    
    
    (50.0
    )Other long-term liabilities
    
    
    (5.8
    )Non-controlling interest in LOC
    
    
    (24.0
    )Total
    
    $
    203.6
 The following adjustments have been reflected in the Pro Forma Condensed Combined
Balance Sheets (Unaudited).
 a.
    
    Records net impact of proceeds from borrowings of: (i) $40.0 million under a
related party note arrangement and (ii) $100.0 million under a term loan facility as
described in Note 2.j, as well as proceeds of $219.2 million under a supply and offtake
agreement with J. Aron as described in Note 2.k, net of cash payments totaling (i)
$101.1 million to Ergon as payment for certain of LOCs borrowings from Ergon as well
the cash consideration for Ergons 53.7% equity interest in LOC, (ii) $120.7 million in
settlement of certain LOC trade payables to crude oil suppliers, (iii) $35.0 million
deposit related to a short-term financing agreement and (iv) payment of deferred
financing costs of $4.2 million and legal and other fees totaling $0.5 million.
 b.
    
    Reflects an adjustment to net the LOC receivable from Ergon against amounts due
to Ergon.
 c.
    
    Reflects an adjustment of $81.0 million to record inventory at fair value, net
of an adjustment of $35.1 million to reflect the transfer of asphalt inventory to Ergon
in settlement of a corresponding amount of debt.
  7




---



##### 



d.
    
    Reflects adjustment of $10.4 million to reduce spare parts inventory to
estimated fair value and adjustment of $2.1 million to reduce current deferred tax
assets as a result of the fair value adjustments of certain assets and liabilities.
Also records the $35.0 million deposit and $2.4 million in current deferred financing
costs related to a short-term financing agreement.
 e.
    
    Reflects an adjustment of the net book value of LOCs property, plant &
equipment to its estimated fair value and removes certain other non-refining assets
divested for the benefit of Ergon, as described in Note 1. Plant assets will be
depreciated on a straight-line basis over the remaining estimated useful lives of the
respective assets, which range from 3 to 20 years for refinery, pipelines, tanks and
equipment and 40 years for buildings.
 f.
    
    Recognizes the estimated fair value of LOCs identifiable intangible assets.
The assets and their useful lives are estimated as follows:
 EstimatedIdentifiable Intangible Asset
    
    Value
    
    
    Useful LifePipeline contract
    
    $
    9.3
    
    
    3 YearsRights of way
    
    
    2.0
    
    
    IndefiniteTotal fair market value adjustment
    
    $
    11.3
 g.
    
    Adjustment reflects the elimination of Delek US previously-held
non-controlling interest in LOC.
 h.
    
    Records non-current deferred financing costs, as discussed in Note 2.a.
 i.
    
    Records deferred tax liabilities as a result of the fair value adjustments of
certain assets and liabilities and removes liabilities associated with the divestiture
of certain other non-refining assets for the benefit of Ergon, as described in Note 1.
 j.
    
    Reflects borrowings under the following financing arrangements entered into in
connection with the acquisition transaction.
 Related party notes.A subordinated term promissory note in the principal amount of
$40.0 million with Delek Petroleum Ltd, an Israeli corporation that is the beneficial
owner of a majority of Delek US common stock. The note matures on December 31, 2017 and
bears interest at a stated rate of 7.25% (net of withholding taxes that results in an
adjusted rate of 8.79%). Annual principal payments of $6 million commence on June 30,
2012, subject to meeting certain payment conditions stipulated in the subordination
agreement made by Delek Petroleum Ltd in favor of the lenders under the $100.0 million
term loan facility described below.
 $100 million term loan facility.A credit facility entered into with Israel Discount
Bank of New York, Bank Hapoalim and Bank Leumi USA as the lenders. The facility matures
on April 29, 2016 and borrowings are collateralized by all assets of LOC (except
inventory and accounts receivable). Borrowings bear interest at LIBOR plus 4.5% or the
Reference Rate plus 3.5% (6.75% initially), with an interest rate floor of 5.50%. The
facility requires quarterly principal payments of $1.5 million, commencing June 30, 2011,
followed by sixteen quarterly principal payments of $4.0 million each. The remaining
principal balance is payable at maturity.
 $50 million term note payable to Ergon.The note bears interest at 4% and matures on
April 29, 2017. Interest is payable quarterly and annual $10.0 million principal
payments are due beginning April 29, 2013, with the final annual payment payable at
maturity.
 k.
    
    Adjustment reflects pro forma proceeds under the Agreement with J. Aron. At
the closing of the acquisition of the additional shares of LOC, J. Aron purchased
substantially all of the crude oil and refined products in LOCs inventory at market prices.
Pursuant to the Agreement, the parties will identify mutually acceptable contracts for
the purchase of crude oil from third parties; allowing J. Aron to supply up to 100,000
barrels per day of crude oil which will be purchased at average monthly market
prices. Also pursuant to the Agreement, LOC will endeavor to arrange potential sales by
either LOC or J. Aron to third parties of the refined products produced at the Refinery. In
instances where LOC is the seller to such third parties, J. Aron will first sell the
applicable refined products to LOC at average monthly market prices. The Agreement expires on
April 29, 2014. While title of the inventories will reside with J. Aron, this
arrangement is accounted for as a financing, and the quarterly fees are included as a
component of interest expense in the statement of operations.
  8




---



##### 



l.
    
    Removes amounts due to Ergon that were settled in the acquisition.
 m.
    
    Recognizes the estimated fair value of LOCs asset retirement obligations.
 n.
    
    Adjusts non-current deferred tax liabilities as a result of the fair value
adjustments of certain assets and liabilities.
 o.
    
    Reflects the elimination of the LOC stockholders equity accounts, as well as
the following: (i) issuance of 3,497,591 shares of Delek US common stock that would
have been issued on March 31, 2011 (total value $47.4 million) as additional
acquisition consideration; (ii) a $24.1 million adjustment to retained earnings based
on the preliminary estimate of a gain on re-measurement to fair value of Delek US
previously held non-controlling interest in LOC (based on the preliminary estimate);
(iii) record the 11.7% remaining non-controlling interest in LOC at estimated fair
value of $28.7 million; and (v) record a $0.5 million charge to retained earnings for
the transaction costs described in Note 2.a. Upon completion of the transaction,
approximately 57,956,604 shares of Delek US stock would have been outstanding on March
31, 2011.
 3.
    
    Pro Forma Condensed Combined Statement of Operations (Unaudited)
 a.
    
    Reflects elimination of revenues and corresponding cost of goods sold related
to (i) the pipeline subsidiary that was transferred by LOC to Ergon in satisfaction of
$50.0 million of existing debt, and (ii) related to sales by LOC to Delek US.
 b.
    
    Reclassifies certain refinery-related operating costs from cost of goods sold
to operating expenses to conform with Delek US financial statement presentation.
 c.
    
    Adjustment to eliminate management fee charged by Ergon to LOC.
 d.
    
    Reflects adjusted property, plant & equipment depreciation expense resulting
from the fair value adjustment of LOCs plant assets, which will be depreciated on a
straight-line basis over their respective estimated useful lives as described in Note
2.e, as well as the estimated intangible asset amortization expense for the respective
periods based on estimated useful lives as described in Note 2.f.
 e.
    
    Records the interest expense for the period on the $190.0 million debt incurred
using the stated interest rates for the fixed rate debt components and assuming an
interest rate of 6.75% for the $100.0 million borrowed under the term loan facility
described in Note 2.j. and removes the interest expense LOC recorded on its existing
debt. A change in the interest rate of 1/8 of a percent on the variable interest term
loan facility would impact interest expense by approximately $0.1 million. Also records
the quarterly $2.1 million fee under the J. Aron Agreement described in Note 2.k, as
well as the amortization of debt issue costs as components of interest expense.
 f.
    
    Represents the estimated tax effect of the pro forma adjustments based on the
combined federal and state statutory tax rate of 39.3%.
 g.
    
    Records income of LOC attributable to the non-controlling interest.
 h.
    
    Reflects the issuance of 3,292,844 shares of common stock in consideration of
part of the purchase consideration and assumes the shares were outstanding throughout
each of the respective periods.
  9




---



##### 



4.
    
    Computation of Earnings per Share
 Delek US calculates basic earnings per share by dividing net earnings by the weighted average
number of shares outstanding. Diluted earnings per share reflects the impact of outstanding
stock options, restricted stock and other stock-based arrangements. The following table
provides a reconciliation of the basic and diluted earnings per share for the periods presented.
 Year Ended
    
    
    3 Months EndedDecember 31, 2010
    
    
    March 31, 2010
    
    
    March 31, 2011Pro forma net (loss) earnings
    
    $
    (64.7
    )
    
    $
    4.5
    
    
    $
    24.5Basic EPS:Pro forma weighted
average number of common
shares outstanding
assuming the 3,292,844
additional shares issued
to LOC shareholders on
April 29, 2011 as part
of the purchase price
were outstanding
throughout the period
    
    
    57,557,607
    
    
    
    57,213,483
    
    
    
    57,705,051Basic per share amount
    
    $
    (1.12
    )
    
    $
    0.08
    
    
    $
    0.42Diluted EPS:Pro forma weighted
average number of common
shares outstanding per
above
    
    
    57,557,607
    
    
    
    57,213,483
    
    
    
    57,705,051Dilutive effect of
stock-based arrangements
common shares
outstanding
    
    
    
    
    
    
    43,906
    
    
    
    155,558Diluted weighted average
number of common shares
outstanding
    
    
    57,557,607
    
    
    
    57,257,389
    
    
    
    57,860,609Diluted per share amount
    
    $
    (1.12
    )
    
    $
    0.08
    
    
    $
    0.42
  10