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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-32868
  DELEK US HOLDINGS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

52-2319066(State or other jurisdiction
    of

(I.R.S. employerincorporation or
    organization)

identification no.)7102 Commerce Way
    Brentwood, Tennessee

37027(Address of principal executive
    offices)

(Zip
    code)   Registrants telephone number, including area code(615) 771-6701
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      Documents incorporated by reference
  Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


35Item 4.


Submission of Matters to a Vote of Security
    Holders


35PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


35Item 6.


Selected Financial Data


37Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


41Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


62Item 8.


Financial Statements and Supplementary Data


63Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


63Item 9A.


Controls and Procedures


63Item 9B.


Other Information


65PART IIIItem 10.


Directors, Executive Officers of the Registrant
    and Corporate Governance


65Item 11.


Executive Compensation


65Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


65Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


65Item 14.


Principal Accounting Fees and Services


65PART IVItem 15.


Exhibits and Financial Statement Schedules


66Signatures


72EX-10.5.H: EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTEX-10.5.I: NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTEX-10.6.C: FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTEX-10.6.D: LETTER AGREEMENT (SECOND AMENDMENT) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTEX-10.6.E: THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTEX-10.6.F: FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTEX-10.12.A: AMENDED AND RESTATED TERM LOAN NOTEEX-10.13.D: FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTEX-10.16.E: FIFTH AMENDMENT TO THE CREDIT AGREEMENTEX-21.1: SUBSIDIARIES OF THE REGISTRANTEX-23.1: CONSENT OF ERNST & YOUNG LLPEX-24.1: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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Form 10-K, Form 10-K.
 PART I  ITEM 1.
    BUSINESS  Company
    Overview
  Form 10-K.
        The Tyler
    Refinery Fire
   3




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Acquisitions
    Date

Acquired Company/Assets

Acquired From

Approximate Purchase Price(1)May 2001

MAPCO Express, Inc., with 198 retail fuel and convenience stores

Williams Express, Inc.

$162.5 millionJune 2001

36 retail fuel and convenience stores in Virginia

East Coast Oil Corporation

$40.1 millionFebruary 2003

Seven retail fuel and convenience stores

Pilot Travel Centers

$11.9 millionApril 2004

Williamson Oil Co., Inc., with 89 retail fuel and convenience
    stores in Alabama, and a wholesale fuel and merchandise operation

Williamson Oil Co., Inc.

$19.8 million, plus assumed debt of $28.6 millionApril 2005

Refinery, pipeline and other refining, product terminal and
    crude oil pipeline assets located in and around Tyler, Texas,
    including physical inventories of crude oil, intermediaries and
    light products (Tyler refinery)

La Gloria Oil and Gas Company

$68.1 million, including $25.9 million of prepaid crude
    inventory and $38.4 million of assumed crude vendor liabilitiesDecember 2005

21 retail fuel and convenience stores, a network of four
    dealer-operated stores, four undeveloped lots and inventory in
    the Nashville, Tennessee area

BP Products North America, Inc.

$35.5 millionJuly 2006

43 retail fuel and convenience stores located in Georgia and
    Tennessee

Fast Petroleum, Inc. and affiliates

$50.0 million, including $0.1 million of cash acquiredAugust 2006

Refined petroleum product terminals, seven pipelines, storage
    tanks, idle oil refinery equipment and rights under supply
    contracts

Pride Companies, L.P. and affiliates

$55.1 millionApril 2007

107 retail fuel and convenience stores located in northern
    Georgia and southeastern Tennessee

Calfee Company of Dalton, Inc. and affiliates

$71.8 million, including $0.1 million of cash acquired     (1)
    
    Excludes transaction costs  Form 10-K
 4




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Dispositions
    of Assets Held for Sale
    Information
    About Our Segments
  Form 10-K.
  Refining
    Segment
        Fuel Customers.
    Refinery Design and Production.
 5




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Percentage ofSource

Crude Oil ReceivedEast Texas crude oil


25.6
%West Texas intermediate crude oil


57.9
%West Texas sour crude oil


10.1
%Foreign sweet and other domestic crude oil


6.4
%     
    Gasoline.  Gasoline accounted for approximately
    54.4% of our refinerys production. The refinery produces
    two grades of conventional gasoline (premium  93
    octane and regular  87 octane), as well as aviation
    gasoline. Effective January 1, 2008, we began offering
    E-10
    products which contain 90% conventional fuel and 10% ethanol.
    Diesel/jet fuels.  Diesel and jet fuel products
    accounted for approximately 37.4% of our refinerys
    production. Diesel and jet fuel products include military
    specification JP8, commercial jet fuel, low sulfur diesel, and
    ultra low sulfur diesel. Low sulfur diesel was replaced by ultra
    low sulfur diesel beginning in September 2006.
    Petrochemicals.  We produced small quantities
    of propane, refinery grade propylene and butanes.
    Other products.  We produced small quantities
    of other products, including anode grade coke, slurry oil,
    sulfur and other blendstocks. 6




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Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2008(1)

2007

2006Bpd

%

Bpd

%

Bpd

%Refinery throughput (average barrels per day):Crude:Light


46,468



81.6
%


49,711



88.5
%


55,998



96.3
%Sour


5,215



9.2



4,149



7.4







Total crude


51,683



90.8



53,860



95.9



55,998



96.3Other blendstocks(2)


5,239



9.2



2,303



4.1



2,130



3.7Total refinery throughput


56,922



100.0
%


56,163



100.0
%


58,128



100.0
%Products produced (average barrels per day):Gasoline(3)


30,346



54.4
%


29,660



54.3
%


30,163



53.3
%Diesel/jet


20,857



37.4



20,010



36.6



21,816



38.6Petrochemicals, LPG, NGLs


1,963



3.5



2,142



3.9



2,280



4.0Other


2,607



4.7



2,848



5.2



2,324



4.1Total production


55,773



100.0
%


54,660



100.0
%


56,583



100.0
%     (1)
    
    The refinery has not operated since the November 20, 2008
    explosion and fire. This information has been calculated based
    on the 324 days that the refinery was operational in 2008.(2)
    
    Includes denatured ethanol.(3)
    
    Includes
    E-10 product.  Profitability Improvements.
         7




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Storage Capacity.
  Supply and Distribution.
      
    Atlas Tank Farm:  One 150,000 barrel tank
    and one 300,000 barrel tank
    Nettleton Station:  Five 55,000 barrel
    tanks
    Bradford Station:  One 54,000 barrel tank
    and one 9,000 barrel tank
    ARP Station:  Two 55,000 barrel tanks    E-10
    Competition.
 8




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Marketing
    Segment
    
    develop and leverage our existing marketing and distribution
    capabilities and experience using our assets;
    utilize our supply contracts in a more favorable manner;
    develop exchange opportunities between our segments; and
    expand our base of operations through acquisitions.                Petroleum Product Marketing Terminals.
  Pipelines.
  
    an eight-inch pipeline from a Magellan Pipeline custody transfer
    point at Tye Station to the Abilene terminal;
    a 13.5 mile, four-inch pipeline from the Abilene terminal
    to the Magellan Pipeline tie-in;
    a 76.5 mile, six-inch pipeline system from the Magellan
    Pipeline tie-in to San Angelo; and
    three other local product pipelines. 9




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Supply Agreements.
    Customers. 100-mile
  Competition.
  Retail
    Segment
  ® ® tm tm ® ®  Form 10-K. ®
 10




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Company-Operated Stores.
  ® ® ® ® ® E-10
  Fuel Operations.
  Year Ended December 31,2008(1)

2007(1)

2006(1)Number of stores (end of period)


458



461



358Average number of stores (during period)


458



434



333Retail fuel sales (thousands of gallons)


407,597



412,052



329,311Average retail gallons per average number of stores (thousands
    of gallons)


891



950



989Retail fuel margin (cents per gallon)

$
0.197


$
0.147


$
0.147     (1)
    
    All numbers in this table reflect only continuing operations.     11




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Merchandise Operations.
  Year Ended December 31,2008(1)

2007(1)

2006(1)Comparable store merchandise sales change (year over year)


(6.7
)%


1.4
%


3.6
%Merchandise margin


31.5
%


31.6
%


30.3
%Merchandise profit as a percentage of total margin


58.7
%


65.7
%


64.5
%     (1)
    
    All numbers in this table reflect only continuing operations.  Coca-Cola ® ® ®
  Technology and Store Automation.
  tm
    
    tracking sales of complementary products; for example,
    determining the impact of fuel price movements on in-store sales
    or tracking the impact of a beer promotion on snack sales;
    pricing fuel at individual stores on a daily basis, taking into
    account competitors prices, competitors historical
    behavior, daily changes in cost and the impact of pricing on
    in-store merchandise sales;
    allowing us to determine on a daily basis negative sales trends;
    for example, merchandise categories that are below budget or
    below the prior periods results; and
    integrating our security video with our point of sales
    transaction log in a searchable database that allows us to
    search for footage related to specific transactions enabling the
    identification of potentially fraudulent transactions and
    providing examples through which to train our employees.  Dealer-Operated Stores.
 12




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Competition. store-by-store
  Minority
    Investment
  Form 10-K
  Governmental
    Regulation and Environmental Matters
         13




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E-10
     14




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Employees
    Trade
    Names, Service Marks and Trademarks
  ® ® ® ® ® ® ® tm ® ® tm
  Available
    Information
  http://www.DelekUS.com. Form 10-K. Form 10-K, Form 10-Q Form 8-K Form 10-K
  ITEM 1A.
    RISK
    FACTORS  We are subject to numerous known and unknown risks, many of
    which are presented below and elsewhere in this Annual Report on
    Form 10-K.
    Any of the risk factors described below or additional risks and
    uncertainties not presently known to us, or that we currently
    deem immaterial, could have a material adverse effect on our
    business, financial condition and results of operations.
 15




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Risks
    Relating to Our Industry
  We
    operate an independent refinery in Tyler, Texas which may not be
    able to withstand volatile market conditions, compete on the
    basis of price or obtain sufficient quantities of crude oil in
    times of shortage to the same extent as integrated,
    multinational oil companies.
    We are
    subject to loss of market share or pressure to reduce prices in
    order to compete effectively with a changing group of
    competitors in a fragmented retail industry.
          We
    operate in a highly regulated industry and increased costs of
    compliance with, or liability for violation of, existing or
    future laws, regulations and other requirements could
    significantly increase our costs of doing business, thereby
    adversely affecting our profitability.
     16




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Our
    refining margins may decline as a result of increases in the
    prices of crude oil and other feedstocks.
    
    changes in global and local economic conditions;
    domestic and foreign demand for fuel products;
    investor speculation in commodities;
    refined product inventory levels;
    worldwide political conditions, particularly in significant oil
    producing regions such as the Middle East, Western Coastal
    Africa, the former Soviet Union, and South America;
    the level of foreign and domestic production of crude oil and
    refined petroleum products;
    the level of crude oil, other feedstocks and refined petroleum
    products imported into the United States;
    utilization rates of refineries in the United States;
    development and marketing of alternative and competing fuels
    such as ethanol;
    events that cause disruptions in our distribution channels; 17




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
    local factors, including market conditions, adverse weather
    conditions and the level of operations of other refineries and
    pipelines in our markets; and
    U.S. government regulations.    Our
    gross profit may decline as a result of increases in the prices
    of crude oil, other feedstocks and refined petroleum
    products.
        If the
    market value of our inventory declines to an amount less than
    our LIFO basis, we would record a write-down of inventory and a
    non-cash charge to cost of sales, which may affect our
    earnings.
  last-in,
  Anti-smoking
    measures, increases in tobacco taxes and wholesale cost
    increases of tobacco products could reduce our tobacco product
    sales.
   18




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A
    terrorist attack on our assets, or threats of war or actual war,
    may hinder or prevent us from conducting our
    business.
      Increased
    consumption of renewable fuels could lead to a decrease in fuel
    prices and/or a reduction in demand for refined
    fuels.
    Risks
    Relating to Our Business
  We are
    particularly vulnerable to disruptions to our refining
    operations, because our refining operations are concentrated in
    one facility.
    General
    economic conditions and the current financial crisis may
    adversely affect our business, operating results and financial
    condition.
   19




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Due to
    the concentration of our stores in the southeastern United
    States, an economic downturn in that region could cause our
    sales and the value of our assets to decline.
    We may
    not be able to successfully execute our strategy of growth
    through acquisitions.
    
    we may not be able to identify suitable acquisition candidates
    or acquire additional assets on favorable terms;
    we usually compete with others to acquire assets, which
    competition may increase, and, any level of competition could
    result in decreased availability or increased prices for
    acquisition candidates;
    we may experience difficulty in anticipating the timing and
    availability of acquisition candidates;
    since the convenience store industry is dominated by small,
    independent operators that own fewer than ten
    stores, we will likely need to complete numerous small
    acquisitions, rather than a few major acquisitions, to
    substantially increase our number of retail fuel and convenience
    stores;
    the need to complete numerous acquisitions will require
    significant amounts of our managements time;
    we may not be able to obtain the necessary financing, on
    favorable terms or at all, to finance any of our potential
    acquisitions; and
    as a public company, we are subject to reporting obligations,
    internal controls and other accounting requirements with respect
    to any business we acquire, which may prevent or negatively
    affect the valuation of some acquisitions we might otherwise
    deem favorable or increase our acquisition costs.   20




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Acquisitions
    involve risks that could cause our actual growth or operating
    results to differ adversely compared with our
    expectations.
    
    during the acquisition process, we may fail or be unable to
    discover some of the liabilities of companies or businesses that
    we acquire;
    we may assume contracts or other obligations in connection with
    particular acquisitions on terms that are less favorable or
    desirable than the terms that we would expect to obtain if we
    negotiated the contracts or other obligations directly;
    we may fail to successfully integrate or manage acquired
    refining, pipeline and terminal assets, retail fuel and
    convenience stores, or other assets;
    acquired retail fuel and convenience stores, refineries,
    pipelines, terminals or other assets may not perform as we
    expect or we may not be able to obtain the cost savings and
    financial improvements we anticipate;
    acquisitions may require us to incur additional debt or issue
    additional equity;
    we may fail to grow our existing systems, financial controls,
    information systems, management resources and human resources in
    a manner that effectively supports our growth; and
    to the extent that we acquire assets in complementary new lines
    of business, we may become subject to additional regulatory
    requirements and additional risks that are characteristic or
    typical of these new lines of business.    We may
    incur significant costs and liabilities with respect to
    investigation and remediation of existing environmental
    conditions at our Tyler refinery.
    We may
    incur significant costs and liabilities in connection with site
    contamination, new environmental regulations and prior
    non-compliance with air emission regulations.
   21




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We
    could incur substantial costs or disruptions in our business if
    we cannot obtain or maintain necessary permits and
    authorizations or otherwise comply with health, safety,
    environmental and other laws and regulations.
  and/or and/or
  The
    dangers inherent in our operations could cause disruptions and
    expose us to potentially significant costs and
    liabilities.
        and/or
  Interruptions
    in the supply and delivery of crude oil may affect our refining
    interests and limitations in systems for the delivery of crude
    oil may inhibit the growth of our refining
    interests.
   22




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Our
    Tyler refinery has only limited access to an outbound pipeline,
    which we do not own, for distribution of our refined petroleum
    products.
    From
    time to time, our cash needs may exceed our internally generated
    cash flow, and our business could be materially and adversely
    affected if we are not able to obtain the necessary funds from
    financing activities.
          Changes
    in our credit profile could affect our relationships with our
    suppliers, which could have a material adverse effect on our
    liquidity and our ability to operate the Tyler refinery at full
    capacity.
   23




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An
    interruption or termination of supply and delivery of refined
    products to our wholesale business could result in a decline in
    our sales and earnings.
    An
    increase in competition in the market in which we sell our
    refined products could lower prices and adversely affect our
    sales and profitability.
      We may
    be unable to negotiate market price risk protection in contracts
    with unaffiliated suppliers of refined products.
    Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to service our debt and lease obligations,
    thereby reducing the availability of our cash flow to fund
    working capital, capital expenditures and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; 24




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
    place us at a disadvantage relative to our competitors that have
    less indebtedness or better access to capital by, for example,
    limiting our ability to enter into new markets, renovate our
    stores or pursue acquisitions or other business opportunities;
    limit our ability to borrow additional funds in the future; and
    increase the interest cost of our borrowed funds.      Our
    debt agreements contain operating and financial restrictions
    that might constrain our business and financing
    activities.
    
    declare dividends and redeem or repurchase capital stock;
    prepay, redeem or repurchase debt;
    make loans and investments;
    incur additional indebtedness or amend our debt and other
    material agreements;
    make capital expenditures;
    engage in mergers, acquisitions and asset sales; and
    enter into some intercompany arrangements and make some
    intercompany payments, which in some instances could restrict
    our ability to use the assets, cash flow or earnings of one
    segment to support the other segment.  Form 10-K.
  Compliance
    with and changes in tax laws could adversely affect our
    performance.
   25




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We may
    seek to grow by opening new retail fuel and convenience stores
    in new geographic areas.
    
    select, and compete successfully in, new markets;
    obtain suitable sites at acceptable costs;
    realize an acceptable return on the cost of capital invested in
    new facilities;
    hire, train, and retain qualified personnel;
    integrate new retail fuel and convenience stores into our
    existing distribution, inventory control, and information
    systems;
    expand relationships with our suppliers or develop relationships
    with new suppliers; and
    secure adequate financing, to the extent required.    Adverse
    weather conditions or other unforeseen developments could damage
    our facilities, reduce customer traffic and impair our ability
    to produce and deliver refined petroleum products or receive
    supplies for our retail fuel and convenience
    stores.
    Our
    operating results are seasonal and generally lower in the first
    and fourth quarters of the year for our refining and marketing
    segments and in the first quarter of the year for our retail
    segment. We depend on favorable weather conditions in the spring
    and summer months.
     26




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We
    depend on one wholesaler for a significant portion of our
    convenience store merchandise.
      Due to
    our minority ownership position in Lion Oil Company, we cannot
    control the operations of the El Dorado refinery or the
    corporate and management policies of Lion Oil.
      Our
    minority ownership position in Lion Oil is illiquid because
    there is no active trading market for shares of Lion Oil common
    stock.
    If our
    proprietary technology systems are ineffective in enabling our
    managers to efficiently manage our operations, our operating
    performance will decline.
   27




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Our
    insurance policies do not cover all losses, costs or liabilities
    that we may experience, and insurance companies that currently
    insure companies in the energy industry may cease to do so or
    substantially increase premiums.
          A
    substantial portion of our refinery workforce is unionized, and
    we may face labor disruptions that would interfere with our
    operations.
    We are
    dependent on fuel sales at our retail fuel and convenience
    stores which makes us susceptible to increases in the cost of
    gasoline and interruptions in fuel supply.
   28




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We may
    incur losses as a result of our forward contract activities and
    derivative transactions.
    If we
    violate state laws regulating our sale of tobacco and alcohol
    products, or if these laws are changed, our results of
    operations will suffer.
    If we
    fail to meet our obligations under our long-term branded
    gasoline supply agreement with BP, the agreement may be
    terminated and we may incur penalties.
   29




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If
    there is negative publicity concerning the BP, Exxon, Shell,
    Conoco, Marathon or Chevron brand names, sales at certain of our
    stores may suffer.
    It may
    be difficult to serve process on or enforce a United States
    judgment against those of our directors who reside in
    Israel.
    If we
    are, or become, a U.S. real property holding corporation,
    special tax rules may apply to a sale, exchange or other
    disposition of common stock and
    non-U.S.
    holders may be less inclined to invest in our stock as they may
    be subject to U.S. federal income tax in certain
    situations.
  non-U.S. holder non-U.S. holder
  non-U.S. holder
  The
    costs, scope and timelines of our refining projects may deviate
    significantly from our original plans and
    estimates.
  and/or
 30




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and/or
  If we
    lose any of our key personnel, our ability to manage our
    business and continue our growth could be negatively
    impacted.
    Litigation
    and/or negative publicity concerning food quality, health and
    other related issues could result in significant liabilities or
    litigation costs and cause consumers to avoid our convenience
    stores.
      Risks
    Related to Our Common Stock
  The
    price of our common stock may fluctuate significantly, and you
    could lose all or part of your investment.
    
    our quarterly or annual earnings or those of other companies in
    our industry;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic and stock market conditions;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    future sales of our common stock; and
    the other factors described in these Risk Factors.   31




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You
    may suffer substantial dilution.
    We are
    a controlled company within the meaning of the NYSE
    rules and, as a result, we qualify for, and intend to rely on,
    exemptions from certain corporate governance
    requirements.
    
    the requirement that a majority of its board of directors
    consist of independent directors;
    the requirement to have a nominating/corporate governance
    committee consisting entirely of independent directors with a
    written charter addressing the committees purpose and
    responsibilities; and
    the requirement to have a compensation committee consisting
    entirely of independent directors with a written charter
    addressing the committees purpose and responsibilities.    Our
    controlling stockholder may have conflicts of interest with
    other stockholders in the future.
    Future
    sales of currently unregistered shares of our common stock could
    depress the price of our common stock.
   32




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We
    depend upon our subsidiaries for cash to meet our obligations
    and pay any dividends.
    We may
    be unable to pay future dividends in the anticipated amounts and
    frequency set forth herein.
    Provisions
    of Delaware law and our organizational documents may discourage
    takeovers and business combinations that our stockholders may
    consider in their best interests, which could negatively affect
    our stock price.
          We are
    exposed to risks relating to evaluations of internal controls
    required by Section 404 of the Sarbanes-Oxley Act of
    2002.
   33




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        Number ofCompany







Remaining

RemainingOperated

Number of

Number of

Number of

Lease Term

Lease TermState

Sites

Dealer Sites(1)

Owned Sites

Leased Sites

<
    3 Years(2)

>
    3 Years(2)Tennessee


263



9



156



112



1



111Alabama


94



40



62



41



27



14Georgia


81



4



46



38







38Virginia(3)


24







14



10







10Arkansas


13







9



4







4Kentucky


3







1



2







2Louisiana


2











2







2Mississippi


2







2











Florida






2















Total


482



55



290



209



28



181     (1)
    
    Includes 38 sites neither owned by nor subleased by us.(2)
    
    Includes renewal options; measured as of December 31, 2008.(3)
    
    The stores located in Virginia have been reclassified to assets
    held for sale as of December 31, 2008.   34




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASE OF EQUITY SECURITIES  Market
    Information and Dividends
    Regular Dividends

Special DividendsPeriod

High Sales Price

Low Sales Price

Per Common Share

Per Common Share2007First Quarter

$
19.28


$
14.82


$
0.0375



NoneSecond Quarter

$
28.49


$
18.67


$
0.0375


$
0.1975Third Quarter

$
30.77


$
21.35


$
0.0375



NoneFourth Quarter

$
26.17


$
17.50


$
0.0375


$
0.19752008First Quarter

$
20.47


$
12.54


$
0.0375



NoneSecond Quarter

$
14.40


$
8.84


$
0.0375



NoneThird Quarter

$
10.82


$
7.28


$
0.0375



NoneFourth Quarter

$
9.09


$
3.51


$
0.0375



None     Holders
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   35




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##### Table of Contents



Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities
    Exchange Act of 1934, each as amended, except to the extent that
    we specifically incorporate it by reference into such filing.
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
  
 36




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2008


2007(1)


2006(1)(3)(4)


2005(1)(3)(5)


2004(1)(6)(In millions, except share and per share data)Statement of Operations Data:Net sales:Retail

$
1,777.2


$
1,579.6


$
1,195.5


$
906.9


$
700.9Refining


2,091.8



1,694.3



1,598.6



930.5



Marketing


745.5



626.6



221.6







Other


0.7



0.4



0.3



0.4



0.1Total net sales


4,615.2



3,900.9



3,016.0



1,837.8



701.0Operating costs and expenses:Cost of goods sold


4,210.0



3,453.5



2,643.7



1,559.3



593.0Operating expenses


233.8



207.1



162.4



119.8



67.3General and administrative expenses


56.8



54.0



37.4



22.7



14.4Depreciation and amortization


40.9



31.6



21.4



14.7



11.0Gain on sales of assets


(6.8
)










(1.6
)


(0.9
)Unrealized (gain) loss on forward contract hedging activities(7)






(0.1
)






9.1



Total operating costs and expenses


4,534.7



3,746.1



2,864.9



1,724.0



684.8Operating income


80.5



154.8



151.1



113.8



16.2Interest expense


23.7



30.6



24.2



17.4



7.1Interest income


(2.1
)


(9.3
)


(7.2
)


(2.1
)


Interest expense to related parties










1.0



3.0



1.2Loss from minority investment(2)


7.9



0.8











Gain on extinguishment of debt


(1.6
)














Loss on impairment of goodwill


11.2















Other expenses, net


1.0



2.4



0.2



2.5



0.7Total non-operating expenses, net


40.1



24.5



18.2



20.8



9.0Income from continuing operations before income taxes


40.4



130.3



132.9



93.0



7.2Income tax expense


17.4



34.9



42.4



32.5



2.5Income from continuing operations


23.0



95.4



90.5



60.5



4.7Income from discontinued operations, net of tax


3.5



1.0



2.5



3.9



2.6Net income before cumulative effect of a change in accounting
    policy


26.5



96.4



93.0



64.4



7.3Cumulative effect of a change in accounting policy














(0.3
)


Net income

$
26.5


$
96.4


$
93.0


$
64.1


$
7.3Basic earnings per share:Income from continuing operations

$
0.43


$
1.83


$
1.92


$
1.53


$
0.12Income from discontinued operations


0.07



0.02



0.06



0.11



0.07Basic earnings per share before cumulative effect of a change in
    accounting policy


0.50


$
1.85


$
1.98


$
1.64


$
0.19Cumulative effect of a change in accounting policy














(0.01
)


Basic earnings per share

$
0.50



1.85



1.98



1.63



0.19Diluted earnings per share:Income from continuing operations

$
0.43


$
1.80


$
1.89


$
1.53


$
0.12Income from discontinued operations


0.06



0.02



0.05



0.11



0.07Diluted earnings per share before cumulative effect of a change
    in accounting policy


0.49


$
1.82


$
1.94


$
1.64


$
0.19Cumulative effect of a change in accounting policy














(0.01
)


Diluted earnings per share

$
0.49



1.82



1.94



1.63



0.19Weighted average shares, basic


53,675,145



52,077,893



47,077,369



39,389,869



39,389,869Weighted average shares, diluted


54,401,747



52,850,231



47,915,962



39,389,869



39,389,869Dividends declared per common share outstanding

$
0.15


$
0.54


$
0.04


$



$
  37




---



##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004(In millions)Cash Flow Data:Cash flows provided by operating activities

$
28.3


$
179.4


$
109.2


$
150.5


$
24.1Cash flows used in investing activities


(39.1
)


(221.5
)


(250.4
)


(164.1
)


(26.5
)Cash flows (used in) provided by financing activities


(78.9
)


45.5



180.2



54.1



5.6Net (decrease) increase in cash and cash equivalents

$
(89.7
)

$
3.4


$
39.0


$
40.5


$
3.2   December 31,2008

2007

2006

2005

2004(In millions)Balance Sheet Data:Cash and cash equivalents

$
15.3


$
105.0


$
101.6


$
62.6


$
22.1Short-term investments






44.4



73.2



26.6



Total current assets


200.6



475.3



440.2



281.9



94.8Property, plant and equipment, net


581.7



520.6



398.5



244.0



162.1Total assets


1,017.2



1,244.3



949.4



606.2



330.1Total current liabilities


176.4



305.0



230.8



175.9



72.3Total debt, including current maturities


286.0



355.2



286.6



268.8



203.3Total non-current liabilities


307.0



426.8



336.3



310.5



202.1Total shareholders equity


533.8



512.5



382.3



119.8



55.8Total liabilities and shareholders equity


1,017.2



1,244.3



949.4



606.2



330.2     (1)
    
    Operating results for 2007, 2006, 2005 and 2004 have been
    restated to reflect the reclassification of the retail
    segments Virginia stores to discontinued operations.(2)
    
    Beginning October 1, 2008, Delek began reporting its
    investment in Lion Oil using the cost method of accounting. See
    Note 7 of the Consolidated Financial Statements in
    Item 8, Financial Statements and Supplementary Data of this
    Annual Report on
    10-K for
    further information.(3)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(4)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets.(5)
    
    Effective April 29, 2005, we completed the acquisition of
    the Tyler refinery and related assets. We operated the refinery
    for 247 days in 2005. The results of operations of the
    Tyler refinery and related assets are included in our financial
    results from the date of acquisition.(6)
    
    Effective April 30, 2004, we completed the acquisition of
    100% of the outstanding stock of Williamson Oil. The results of
    operations of Williamson Oil are included in our financial
    results from the date of acquisition.(7)
    
    To mitigate the risks of changes in the market price of crude
    oil and refined petroleum products, we may enter into forward
    contracts to fix the purchase price of crude and sales price of
    specific refined petroleum products for a predetermined number
    of units at a future date. 38




---



##### Table of Contents



Segment
    Data(1):
  As of and for the Year Ended December 31, 2008Corporate,Other andRefining


Retail


Marketing


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
2,105.6


$
1,777.2


$
731.7


$
0.7


$
4,615.2Intercompany marketing fees and sales


(13.8
)






13.8







Cost of goods sold


1,921.3



1,575.3



721.2



(7.8
)


4,210.0Operating expenses


96.9



135.9



1.0







233.8Segment contribution margin

$
73.6


$
66.0


$
23.3


$
8.5



171.4General and administrative expenses


















56.8Depreciation and amortization


















40.9Gain on sales of assets


















(6.8
)Operating income

















$
80.5Total assets

$
348.4


$
464.8


$
55.3


$
148.7


$
1,017.2Capital spending (excluding business combinations)

$
82.9


$
18.3


$
0.9


$



$
102.1   As of and for the Year Ended December 31, 2007Corporate,Other andRefining(3)


Retail(2)


Marketing


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
1,709.0


$
1,579.6


$
611.9


$
0.4


$
3,900.9Intercompany marketing fees and sales


(14.7
)






14.7







Cost of goods sold


1,460.2



1,396.4



596.9







3,453.5Operating expenses


82.2



123.4



1.0



0.5



207.1Segment contribution margin

$
151.9


$
59.8


$
28.7


$
(0.1
)


240.3General and administrative expenses


















54.0Depreciation and amortization


















31.6Gain on forward contract activities


















(0.1
)Operating income

















$
154.8Total assets

$
380.9


$
517.9


$
93.5


$
252.0


$
1,244.3Capital spending (excluding business combinations)

$
61.6


$
23.0


$
0.3


$
2.0


$
86.9   39




---



##### Table of Contents



As of and for the Year Ended December 31, 2006Corporate,Other andRefining(3)


Retail(2)


Marketing(4)


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
1,601.8


$
1,195.5


$
218.2


$
0.5


$
3,016.0Intercompany marketing fees and sales


(3.2
)


(0.2
)


3.4







Cost of goods sold


1,373.5



1,054.2



216.0







2,643.7Operating expenses


71.9



89.7



0.3



0.5



162.4Segment contribution margin

$
153.2


$
51.4


$
5.3


$




209.9General and administrative expenses


















37.4Depreciation and amortization


















21.4Operating income

















$
151.1Total assets

$
332.4


$
428.4


$
92.4


$
96.2


$
949.4Capital spending (excluding business combinations)

$
74.9


$
21.4


$
0.2


$



$
96.5     (1)
    
    Statement of Financial Accounting Standards No. 131,
    Disclosures About Segments of an Enterprise and Related
    Information, requires disclosure of a measure of segment
    profit or loss. We measure the operating performance of each
    segment based on segment contribution margin. We define segment
    contribution margin as net sales less cost of goods sold and
    operating expenses, excluding depreciation and amortization.For the retail segment, cost of goods sold comprises the costs
    of specific products sold. Operating expenses include costs such
    as wages of employees at the stores, lease expense for the
    stores, utility expense for the stores and other costs of
    operating the stores, excluding depreciation and amortization.For the refining segment, cost of goods sold includes all the
    costs of crude oil, feedstocks and external costs. Operating
    expenses include the costs associated with the actual operations
    of the refinery, excluding depreciation and amortization.For the marketing segment, cost of goods sold includes all costs
    of refined products, additives and related transportation.
    Operating expenses include the costs associated with the actual
    operation of owned terminals, excluding depreciation and
    amortization, terminaling expense at third-party locations and
    pipeline maintenance costs.(2)
    
    Retail operating results for 2007 and 2006 have been restated to
    reflect the reclassification of Virginia stores to discontinued
    operations.(3)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(4)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets. 40




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Forward-Looking
    Statements
    and/or
  
    competition;
    changes in, or the failure to comply with, the extensive
    government regulations applicable to our industry segments;
    decreases in our refining margins or fuel gross profit as a
    result of increases in the prices of crude oil, other feedstocks
    and refined petroleum products;
    our ability to execute our strategy of growth through
    acquisitions and transactional risks in acquisitions;
    general economic and business conditions, particularly levels of
    spending relating to travel and tourism or conditions affecting
    the southeastern United States;
    dependence on one principal fuel supplier and one wholesaler for
    a significant portion of our convenience store merchandise;
    unanticipated increases in cost or scope of, or significant
    delays in the completion of our capital improvement projects;
    risks and uncertainties with respect to the quantities and costs
    of refined petroleum products supplied to our pipelines
    and/or held
    in our terminals;
    operating hazards, natural disasters, casualty losses and other
    matters beyond our control;
    increases in our debt levels;
    restrictive covenants in our debt agreements;
    seasonality;
    terrorist attacks; 41




---



##### Table of Contents




    volatility of derivative instruments;
    potential conflicts of interest between our major stockholder
    and other stockholders;
    other factors discussed under Item 1, Business, and
    Item 1A, Risk Factors, of this Annual Report on
    Form 10-K
    and in our other filings with the SEC.  and/or
    Overview
  Form 10-K.
     42




---



##### Table of Contents



Strategic
    Initiatives
    
    repair, modernize, grow and improve the profitability of our
    operations through carefully evaluated capital investments;
    focus on health, safety and environmental compliance;
    develop and refine innovative information technology
    applications for all business segments;
    provide value to our customers and employees by delivering a
    high level of customer service standards;
    demonstrate a prudent and scalable capital structure; and
    pursue acquisition opportunities that strengthen our core
    markets and leverage our core competencies.    
    In January 2008, we began offering
    E-10 ethanol
    blended gasoline at our Tyler terminal. By the second quarter of
    2008, substantially all of the gasoline provided by the terminal
    was E-10
    product.
    In June 2008, the refinery placed into operation a
    13,000 bpd gasoline hydrotreating unit, which allowed the
    refinery to make gasoline which complies with the Tier 2
    requirements for sulfur content in gasoline.
    During 2008, we were able to increase the consumption of sour
    crude oil in the refinery. West Texas sour crude comprised
    approximately 10.1% of our crude slate for the year.
    In 2008, we completed project for scanning in merchandise as it
    is received in our retail stores and began work on a perpetual
    item level inventory project that is expected to be completed in
    2009.
    During 2008, we paid dividends totaling approximately
    $8.0 million to our shareholders. 43




---



##### Table of Contents




    Our capital spending in 2008 totaled approximately
    $102.1 million including $54.3 for discretionary high
    return projects and $37.8 for health, safety and reliability
    projects.  Market
    Trends
            Factors
    Affecting Comparability
    
    The explosion and fire at the Tyler, Texas refinery on
    November 20, 2008 shut down operations for the remainder of
    2008;
    completion of the gasoline hydrotreater unit in June 2008,
    allowing the refinery to process sourer crudes while still
    meeting the specifications for sulfur content in gasoline;
    continued optimization of the refinery operation in 2008 and
    2007 allowed us to run over 5,215 and 4,149 barrels per
    day, respectively, of West Texas Sour (WTS) crude
    oil resulting in additional margin in 2008 and 2007 on that
    lower-priced feedstock, whereas we were not running any WTS
    crude oil in 2006;
    volatile commodity prices in both 2008 and 2007, which have
    dramatically impacted sales and costs of sales;
    the addition of ethanol blending at our refining segment in 2008
    and our retail segment in 2007;
    the completion of several acquisitions in 2006 through 2007
    including: the purchase of 43 retail fuel and convenience stores
    in Georgia and Tennessee from Fast Petroleum, Inc., in July 2006
    (the Fast stores), the commencement of marketing
    operations in August 2006 in conjunction with the purchase of
    refined petroleum product terminals, seven pipelines and storage
    tanks from Pride Companies, L.P. (the Pride assets);
    the purchase of 107 retail fuel and convenience stores from
    Calfee Company of Dalton, Inc. in April 44




---



##### Table of Contents



2007 (the Calfee stores); and the purchase from
    existing shareholders of a 34.6% minority interest investment in
    Lion Oil Company in August and September 2007;  
    the completion of the distillate desulfurization unit at our
    Tyler refinery in 2006 which allowed for accelerated tax
    depreciation and generated specific federal tax credits that
    significantly reduced our effective income tax rate in 2007;
    the receipt of approximately $166.9 million in proceeds
    from an initial public offering of our stock in May 2006, after
    payment of offering expenses and underwriting discounts and
    commissions; and
    repayment of $42.5 million of related party debt in May
    2006.  Results
    of Operations
  Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
               45




---



##### Table of Contents



Form 10-K
            Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
         46




---



##### Table of Contents



start-up
          Operating
    Segments
   47




---



##### Table of Contents



Refining
    Segment
    Year Ended December 31,2008


2007


2006(2)Days operated in period(1)


324



365



365Total sales volume (average barrels per day)(1)


56,609



54,282



56,074Products manufactured (average barrels per day)(1):Gasoline


30,346



29,660



30,163Diesel/jet


20,857



20,010



21,816Petrochemicals, LPG, NGLs


1,963



2,142



2,280Other


2,607



2,848



2,324Total production


55,773



54,660



56,583Refinery throughput (average barrels per day)(1):Crude oil


51,683



53,860



55,998Other feedstocks


5,239



2,303



2,130Total refinery throughput


56,922



56,163



58,128Per barrel of sales:Refining operating margin

$
9.29


$
11.82


$
11.00Refining operating margin excluding intercompany marketing fees


10.05



12.56



11.16Direct cash operating expenses


5.28



4.15



3.51Pricing statistics (average for the period presented)(1):WTI  Cushing crude oil (per barrel)

$
106.95


$
72.44


$
66.27U.S. Gulf Coast 5-3-2 crack spread (per barrel)


11.13



13.04



10.16U.S. Gulf Coast unleaded gasoline (per gallon)


2.69



2.05



1.83Low sulfur diesel (per gallon)


3.08



2.11



2.00Ultra low sulfur diesel (per gallon)


3.11



2.14



Natural gas (per MMBTU)


9.22



7.12



6.89     (1)
    
    The refinery has not operated since the November 20, 2008
    explosion and fire. This information has been calculated based
    on the 324 days that the refinery was operational.(2)
    
    Refinery segment operating results for 2006 reflect certain
    reclassifications made to conform prior balances to current
    financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.  Refining
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
   48




---



##### Table of Contents



45-day
    Refining
    Segment Operational Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
         49




---



##### Table of Contents



Marketing
    Segment
      For the PeriodAugust 1, 2006Year Ended


Year Ended


ThroughDecember 31,


December 31,


December 31,2008


2007


2006Days operated in period


366



365



153Total sales volume (average barrels per day)


16,557



17,923



17,758Products sold (average barrels per day):Gasoline


7,980



8,166



8,129Diesel/jet


8,517



9,651



9,568Other


60



106



61Total sales


16,557



17,923



17,758Direct operating expenses (per barrel of sales)

$
0.17


$
0.15


$
0.12   Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
          Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
   50




---



##### Table of Contents



Retail
    Segment
    Year Ended December 31,2008

2007

2006Number of stores (end of period)


458



461



358Average number of stores


458



434



333Retail fuel sales (thousands of gallons)


407,597



412,052



329,311Average retail gallons per average number of stores 
    (in thousands)


891



950



989Retail fuel margin ($ per gallon)

$
0.197


$
0.147


$
0.147Merchandise sales (in millions)

$
376.1


$
381.1


$
300.0Merchandise margin %


31.5
%


31.6
%


30.3
%Credit expense (% of gross margin)


8.8
%


8.3
%


7.2
%Merchandise and cash over/short (% of net sales)


0.2
%


0.3
%


0.3
%Operating expenses/merchandise sales plus total gallons


16.7
%


15.0
%


13.6
%   Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
       51




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##### Table of Contents



Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
               52




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##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
    Year Ended December 31,2008


2007


2006(In millions)Cash Flow Data:Cash flows provided by operating activities

$
28.3


$
179.4


$
109.3Cash flows used in investing activities


(39.1
)


(221.5
)


(250.5
)Cash flows (used in) provided by financing activities


(78.9
)


45.5



180.2Net (decrease) increase in cash and cash equivalents

$
(89.7
)

$
3.4


$
39.0   Cash
    Flows from Operating Activities
      Cash
    Flows from Investing Activities
       53




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##### Table of Contents



Cash
    Flows from Financing Activities
    Form 10-K.
  Cash
    Position and Indebtedness
      December 31,2008(In millions)Senior secured credit facility  term loan

$
121.2Senior secured credit facility  revolver


15.8Fifth Third revolver


18.8Reliant Bank revolver


6.5Lehman note


27.7Promissory notes


95.0Capital lease obligations


1.0286.0Less: Current portion of long-term debt, notes payable and
    capital lease obligations


83.9Total long-term debt

$
202.1   Senior
    Secured Credit Facility
   54




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##### Table of Contents



SunTrust
    ABL Revolver
       55




---



##### Table of Contents



Fifth
    Third Revolver
  Form 10-K,
    Lehman
    Credit Agreement
    Promissory
    Notes
   56




---



##### Table of Contents



Reliant
    Bank Revolver
   57




---



##### Table of Contents



Capital
    Spending
    Year Ended December 31,2009 Budget


2008 ActualRefining:Sustaining maintenance, including turnaround activities

$
30.0


$
7.6Regulatory


13.0



37.8Saturates Gas Plant rebuild


40.0



Discretionary projects


41.0



37.5Refining segment total


124.0



82.9Marketing:Discretionary projects


1.5



0.9Marketing segment total


1.5



0.9Retail:Sustaining maintenance


4.0



2.4Growth/profit improvement


2.5



4.3Store enhancements


3.0



4.8Re-image/builds


8.5



6.8Retail segment total


18.0



18.3Total capital spending

$
143.5


$
102.1     and/or
 58




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##### Table of Contents



Contractual
    Obligations and Commitments
    <1 Year


1-3 Years


3-5 Years


>5 Years


TotalLong term debt, notes payable and capital lease obligations

$
83.9


$
182.6


$
19.0


$
0.5


$
286.0Interest(1)


9.4



10.3



0.6







20.3Operating lease commitments(2)


12.9



20.2



11.1



14.1



58.3Capital project commitments(3)






2.2











2.2Total

$
106.2


$
215.3


$
30.7


$
14.6


$
366.8     (1)
    
    Includes expected payments on debt outstanding under credit
    facilities in place at December 31, 2008. Variable interest
    is calculated using December 31, 2008 rates.(2)
    
    Amounts reflect future estimated lease payments under operating
    leases having remaining non-cancelable terms in excess of one
    year as of December 31, 2008.(3)
    
    Amounts constitute a minimum obligation that would be required
    as a penalty payment if a certain capital project is not
    completed. We have no expectation that this capital project will
    not be completed.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    LIFO
    Inventory
  last-in,
   59




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##### Table of Contents



Long-lived
    Asset Recovery
    Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
      Goodwill
    and Potential Impairment
  Form 10-K
  Vendor
    Discounts and Deferred Revenue
  No. 02-16, Accounting by a Reseller for Consideration Received from a
    Vendor,
   60




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##### Table of Contents



Environmental
    Expenditures
  clean-up
    New
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133
 61




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Commodity
    Price Risk
  Impact of Changing Prices.
  Price Risk Management Activities. Accounting for Derivative Instruments
    and Hedging Activities
      Form 10-K,
 62




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##### Table of Contents



Interest
    Rate Risk
  3-month
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e))
 63




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##### Table of Contents



Rules 13a-15 15d-15 Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
              Report of
    Independent Registered Public Accounting Firm
  page F-1.
  page F-1.
 64




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
      ITEM 9B.
    OTHER
    INFORMATION    PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K Regulation S-K Regulation S-K
    ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Owners and Management and Related
    Stockholder Matters    ITEM 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    ITEM 14.
    Principal
    Accounting Fees and Services   65




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K
      Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 to the Companys
    Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)3
.2

Amended and Restated Bylaws (incorporated by reference to
    Exhibit 3.2 to the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)4
.1

Specimen common stock certificate (incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.1*

Employment Agreement, dated as of May 1, 2004, by and
    between MAPCO Express, Inc., Uzi Yemin and Delek US Holdings,
    Inc. (incorporated by reference to Exhibit 10.1 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(a)*

Amendment No. 1 to Employment Agreement, dated as of
    October 31, 2005 and effective as of September 15,
    2005, by and among MAPCO Express, Inc., Delek US Holdings, Inc.
    and Uzi Yemin (incorporated by reference to Exhibit 10.1(a)
    to the Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(b)*

Amendment No. 2 to Employment Agreement, dated as of
    February 1, 2006, by and among MAPCO Express, Inc., Delek
    US Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(c)*

Amendment No. 3 to Employment Agreement, dated as of
    April 17, 2006, by and among MAPCO Express, Inc., Delek US
    Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(c) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.1(d)*

Amendment No. 4 to Employment Agreement, dated as of
    November 13, 2006, by and among MAPCO Express, Inc., Delek
    US Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(d) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.1(e)*

Amendment No. 5 dated July 23, 2007 to Employment
    Agreement by and among MAPCO Express, Inc., Delek US Holdings,
    Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.2*

Amended and Restated Consulting Agreement, dated as of
    April 11, 2006, by and between Greenfeld-Energy Consulting,
    Ltd. and Delek Refining, Ltd. (incorporated by reference to
    Exhibit 10.2 to the Companys Registration Statement
    on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.3*

Form of Indemnification Agreement for Directors and Officers
    (incorporated by reference to Exhibit 10.3 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.4

Registration Rights Agreement, dated as of April 17, 2006,
    by and between Delek US Holdings, Inc. and Delek Group Ltd.
    (incorporated by reference to Exhibit 10.4 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.5

Amended and Restated Credit Agreement, dated as of
    April 28, 2005, among MAPCO Express, Inc., MAPCO Family
    Centers, Inc., the several lenders from time to time party to
    the Agreement, Lehman Brothers Inc., SunTrust Bank, Bank Leumi
    USA and Lehman Commercial Paper Inc. (incorporated by reference
    to Exhibit 10.7 to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675) 66




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##### Table of Contents



Exhibit No.

Description10
.5(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of August 18, 2005, among MAPCO Express, Inc., MAPCO
    Family Centers, Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Lehman Brothers Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper Inc. (incorporated by reference to
    Exhibit 10.7(a) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(b)

Second Amendment to Amended and Restated Credit Agreement, dated
    as of October 11, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Agreement, Lehman Brothers Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.7(b) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(c)

Third Amendment to Amended and Restated Credit Agreement, dated
    as of December 15, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.7(c) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(d)

Fourth Amendment to Amended and Restated Credit Agreement, dated
    as of April 18, 2006, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers,
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.7(d) to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.5(e)

Fifth Amendment to Amended and Restated Credit Agreement, dated
    as of June 14, 2006, among MAPCO Express, Inc., the several
    banks and other financial institutions or entities from time to
    time parties to the Credit Agreement, Lehman Brothers, Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on August 11, 2006)10
.5(f)

Sixth Amendment to Amended and Restated Credit Agreement entered
    into effective July 13, 2006, among MAPCO Express, Inc.,
    the several banks and other financial institutions or entities
    from time to time parties to the Credit Agreement, Lehman
    Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.5(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.5(h)

Eighth Amendment to Amended and Restated Credit Agreement
    entered into effective December 3, 2008, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc.10
.5(i)

Ninth Amendment to the Amended and Restated Credit Agreement
    entered into effective January 28, 2009, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc.10
.6

Amended and Restated Revolving Credit Agreement, dated as of
    May 2, 2005, among Delek Refining, Ltd., Delek Pipeline
    Texas, Inc., the several banks and other financial institutions
    and lenders from time to time party thereto, SunTrust Bank, The
    CIT Group/Business Credit, Inc., National City Business Credit,
    Inc., Bank of America, N.A. and PNC Business Credit, Inc.
    (incorporated by reference to Exhibit 10.8 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of October 1, 2005, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc., various financial institutions, SunTrust
    Bank and The CIT Group/Business Credit, Inc. (incorporated by
    reference to Exhibit 10.8(a) to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675) 67




---



##### Table of Contents



Exhibit No.

Description10
.6(b)

Second Amended and Restated Credit Agreement, dated as of
    October 13, 2006, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent. (incorporated by
    reference to Exhibit 10.8(b) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.6(c)

First Amendment to Second Amended and Restated Credit Agreement,
    dated as of December 15, 2008, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc., various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent.10
.6(d)

Letter Agreement (Second Amendment) to Second Amended and
    Restated Credit Agreement, dated as of January 30, 2009,
    among Delek Refining, Ltd., Delek Pipeline Texas, Inc. and
    various financial institutions including SunTrust Bank as
    administrative agent, issuing bank, swingline lender and
    collateral agent.10
.6(e)

Third Amendment to Second Amended and Restated Credit Agreement,
    dated as of February 13, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent.10
.6(f)

Fourth Amendment to Second Amended and Restated Credit
    Agreement, dated as of February 18, 2009, among Delek
    Refining, Ltd., Delek Pipeline Texas, Inc. and various financial
    institutions including SunTrust Bank as administrative agent,
    issuing bank, swingline lender and collateral agent.10
.7+

Pipeline Capacity Lease Agreement, dated April 12, 1999,
    between La Gloria Oil and Gas Company and Scurlock Permian,
    LLC (incorporated by reference to Exhibit 10.11 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(a)+

One-Year Renewal of Pipeline Capacity Lease Agreement, dated
    December 21, 2004, between Plains Marketing, L.P., as
    successor to Scurlock Permian LLC, and La Gloria Oil and
    Gas Company (incorporated by reference to Exhibit 10.11(a)
    to the Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(b)+

Assignment of the Pipeline Capacity Lease Agreement, as amended
    and renewed on December 21, 2004, by La Gloria Oil and
    Gas Company to Delek Refining, Ltd. (incorporated by reference
    to Exhibit 10.11(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(c)+

Amendment to One-Year Renewal of Pipeline Capacity Lease
    Agreement, dated January 15, 2006, between Delek Refining,
    Ltd. and Plains Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(c) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(d)

Extension of Pipeline Capacity Lease Agreement, dated
    January 15, 2006, between Delek Refining, Ltd. and Plains
    Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(d) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(e)+

Modification and Extension of Pipeline Capacity Lease Agreement,
    effective May 1, 2006, between Delek Refining, Ltd. and
    Plains Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(e) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.8+

Branded Jobber Contract, dated December 15, 2005, between
    BP Products North America, Inc. and MAPCO Express, Inc.
    (incorporated by reference to Exhibit 10.12 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.9*

Delek US Holdings, Inc. 2006 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.13 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.9(a)*

Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan
    Restricted Stock Unit Agreement (incorporated by reference to
    Exhibit 10.13(a) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.9(b)*

Director Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Option Agreement (incorporated by reference
    to Exhibit 10.13(b) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675) 68




---



##### Table of Contents



Exhibit No.

Description10
.9(c)*

Officer Form of Delek US Holdings, Inc. 2006 Long-Term Incentive
    Plan Stock Option Agreement (incorporated by reference to
    Exhibit 10.13(c) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.10

Description of Director Compensation (incorporated by reference
    to Exhibit 10.8 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.11

Management and Consulting Agreement, dated as of January 1,
    2006, by and between Delek Group Ltd. and Delek US Holdings,
    Inc. (incorporated by reference to Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675).10
.12

Promissory Note, dated May 23, 2006, in the principal
    amount of $30,000,000.00, of Delek Finance, Inc., in favor of
    Israel Discount Bank of New York (incorporated by reference to
    Exhibit 10.10 to the Companys
    Form 10-Q
    filed on May 24, 2006)10
.12(a)

Amended and Restated Term Loan Note, dated December 30,
    2008, in the principal amount of $30,000,000 of Delek Finance,
    Inc., in favor of Israel Discount Bank of New York.10
.13

Credit Agreement dated July 31, 2006, by and between Delek
    Marketing & Supply, LP, and various financial
    institutions, from time to time, party to the Agreement, as
    Lenders, and Fifth Third Bank, Administrative Agent
    (incorporated by reference to Exhibit 10.2 to the
    Companys
    Form 10-Q
    filed on November 14, 2006)10
.13(a)

First Amendment dated January 9, 2007 to the Credit
    Agreement dated July 31, 2006, by and between Delek
    Marketing & Supply, LP, and various financial
    institutions, from time to time, party to the Agreement, as
    Lenders, and Fifth Third Bank, Administrative Agent
    (incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed on May 15, 2007)10
.13(b)

Second Amendment dated July 27, 2007 to Credit Agreement
    dated July 31, 2006 by and between Delek
    Marketing & Supply, LP and various financial
    institutions from time to time party to the Agreement, as
    Lenders, and Fifth Third Bank as Administrative Agent, and L/C
    Issuer (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on November 9, 2007)10
.13(c)

Amended and Restated Credit Agreement dated December 19,
    2007 by and between Delek Marketing & Supply, LP and
    various financial institutions from time to time party to the
    agreement, as Lenders, and Fifth Third Bank, as Administrative
    Agent and L/C issuer (incorporated by reference to
    Exhibit 10.16(c) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.13(d)

First Amendment dated October 17, 2008 to Amended and
    Restated Credit Agreement dated December 19, 2007 by and
    between Delek Marketing & Supply, LP and various
    financial institutions from time to time party to the agreement,
    as Lenders, and Fifth Third Bank, as Administrative Agent and
    L/C issuer10
.14

Promissory Note dated July 27, 2006, by and between Delek
    US Holdings, Inc., and Bank Leumi USA as lender (incorporated by
    reference to Exhibit 10.3 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.15

Purchase and Sale Agreement dated February 8, 2007, by and
    between MAPCO Express, Inc., Calfee Company of Dalton, Inc., FM
    Leasing, LP, FM Leasing I, LP, MF Leasing, LP, AC Stores,
    LP, Com-Pac Properties, LLC, Com-Pac Properties Group, LP and
    Favorite One Properties, LP. (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.15(a)

First Amendment dated April 2, 2007, to the Purchase and
    Sale Agreement dated February 8, 2007, by and between MAPCO
    Express, Inc., Calfee Company of Dalton, Inc., FM Leasing, LP,
    FM Leasing I, LP, MF Leasing, LP, AC Stores, LP, Com-Pac
    Properties, LLC, Com-Pac Properties Group, LP and Favorite One
    Properties, LP. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.16

Credit Agreement dated March 30, 2007, by and between Delek
    US Holdings, Inc. and Lehman Commercial Paper Inc., as
    administrative agent, Lehman Brothers Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A., as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on May 15, 2007) 69




---



##### Table of Contents



Exhibit No.

Description10
.16(a)

First Amendment dated August 20, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner (incorporated by reference
    to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.16(b)

Second Amendment dated October 17, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.19(b) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.16(c)

Third Amendment dated December 4, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.19(c) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.16(d)

Fourth Amendment dated June 26, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on August 11, 2008)10
.16(e)

Fifth Amendment dated December 29, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner10
.17*

Letter Agreement dated September 1, 2004, by and between
    MAPCO Express, Inc. and Assaf Ginzburg (incorporated by
    reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.18*

Letter Agreement dated May 25, 2005, by and between MAPCO
    Express, Inc. and Edward A. Morgan (incorporated by reference to
    Exhibit 10.6 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.19*

Letter Agreement dated May 25, 2005, by and between Delek
    Refining, Inc. and Frederec Green (incorporated by reference to
    Exhibit 10.7 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.20

Stock Purchase Agreement dated July 12, 2007 by and between
    TransMontaigne, Inc. and Delek US Holdings, Inc. (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.21

Registration Rights Agreement dated August 22, 2007 by and
    between Delek US Holdings, Inc. and TransMontaigne, Inc.
    (incorporated by reference to Exhibit 10.5 to the
    Companys
    Form 10-Q
    filed on November 9, 2007)10
.21(a)

Assignment and Assumption Agreement dated October 9, 2007
    by and between TransMontaigne, Inc., as assignor, Morgan Stanley
    Capital Group, Inc., as assignee, and Delek US Holdings, Inc.
    (incorporated by reference to Exhibit 10.24(a) to the
    Companys
    Form 10-K
    filed on March 3, 2008)10
.22++

Distribution Service Agreement dated December 28, 2007 by
    and between MAPCO Express, Inc. and Core-Mark International,
    Inc. (incorporated by reference to Exhibit 10.25 to the
    Companys
    Form 10-K
    filed on March 3, 2008)21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP24
.1

Power of Attorney31
.1

Certification of the Companys Chief Executive Officer
    pursuant to
    Rule 13a-14(a)/15(d)-14(a)
    under the Securities Exchange Act31
.2

Certification of the Companys Chief Financial Officer
    pursuant to
    Rule 13a-14(a)/15(d)-14(a)
    under the Securities Exchange Act 70




---



##### Table of Contents



Exhibit No.

Description32
.1

Certification of the Companys Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement.+
    
    Confidential portions of this exhibit have been omitted pursuant
    to an order of the Securities and Exchange Commission granting
    confidential treatment under Rule 406 of the Securities
    Act. Omitted portions have been filed separately with the
    Securities and Exchange Commission.++
    
    Confidential portions of this exhibit have been omitted pursuant
    to an order of the Securities and Exchange Commission granting
    confidential treatment under
    Rule 24b-2
    of the Securities Exchange Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission. 71




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 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.
  Delek US Holdings, Inc.
  By:
    /s/  Edward
    Morgan        Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by or on behalf of
    the following persons on behalf of the registrant and in the
    capacities indicated on March 9, 2008:
  
      
     
     
     
    72




---



##### Table of Contents



*By:
    /s/  Edward
    Morgan   Attorney-in-Fact
 73




---



##### Table of Contents



Delek US
    Holdings, Inc.
    Consolidated Financial Statements
    As of December 31, 2008 and 2007 and
    For Each of the Three Years Ended December 31,
    2008
  INDEX TO FINANCIAL STATEMENTS
  Reports of Independent Registered Public
    Accounting Firm


F-2Audited Financial Statements:Consolidated Balance Sheets


F-4Consolidated Statements of Operations


F-5Consolidated Statements of Changes in
    Shareholders Equity and Comprehensive Income


F-6Consolidated Statements of Cash Flows


F-7Notes to Consolidated Financial Statements


F-8    F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of Directors and Shareholders of
 Delek US Holdings, Inc.
                  F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of Directors and Shareholders of
 Delek US Holdings, Inc.
              F-3




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Balance Sheets  December 31,2008


2007(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
15.3


$
105.0Short-term investments






44.4Accounts receivable


45.4



118.8Inventory


80.2



124.7Assets held for sale


20.9



34.7Other current assets


38.8



47.7Total current assets


200.6



475.3Property, plant and equipment:Property, plant and equipment


708.9



610.2Less: accumulated depreciation


(127.2
)


(89.6
)Property, plant and equipment, net


581.7



520.6Goodwill


77.5



86.1Other intangibles, net


10.0



11.2Minority investment


131.6



139.5Other non-current assets


15.8



11.6Total assets

$
1,017.2


$
1,244.3LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
68.0


$
248.6Current portion of long-term debt and capital lease obligations


68.9



10.8Notes payable


15.0



Liabilities associated with assets held for sale


0.2



0.4Accrued expenses and other current liabilities


34.1



45.2Total current liabilities


186.2



305.0Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


202.1



344.4Environmental liabilities, net of current portion


5.2



6.7Asset retirement obligations


6.6



5.3Deferred tax liabilities


71.1



60.3Other non-current liabilities


12.2



10.1Total non-current liabilities


297.2



426.8Shareholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized, no shares issued and outstanding






Common stock, $0.01 par value, 110,000,000 shares
    authorized, 53,682,070 and 53,666,570 shares issued and
    outstanding at December 31, 2008 and 2007, respectively


0.5



0.5Additional paid-in capital


277.8



274.1Accumulated other comprehensive income


(0.6
)


0.3Retained earnings


256.1



237.6Total shareholders equity


533.8



512.5Total liabilities and shareholders equity

$
1,017.2


$
1,244.3    F-4




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##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Operations  Year Ended December 31,2008


2007


2006(In millions, except shares and per share data)Net sales

$
4,615.2


$
3,900.9


$
3,016.0Operating costs and expenses:Cost of goods sold


4,210.0



3,453.5



2,643.7Operating expenses


233.8



207.1



162.4General and administrative expenses


56.8



54.0



37.4Depreciation and amortization


40.9



31.6



21.4Gain on sales of assets


(6.8
)






Gain on forward contract activities






(0.1
)


Total operating costs and expenses


4,534.7



3,746.1



2,864.9Operating income


80.5



154.8



151.1Interest expense


23.7



30.6



24.2Interest income


(2.1
)


(9.3
)


(7.2
)Interest expense to related parties










1.0Loss from minority investment


7.9



0.8



Gain on debt extinguishment


(1.6
)






Impairment of goodwill


11.2







Other expenses, net


1.0



2.4



0.2Total non-operating expenses


40.1



24.5



18.2Income from continuing operations before income tax expense


40.4



130.3



132.9Income tax expense


17.4



34.9



42.4Income from continuing operations


23.0



95.4



90.5Income from discontinued operations, net of tax


3.5



1.0



2.5Net income

$
26.5


$
96.4


$
93.0Basic earnings per share:Income from continuing operations

$
0.43


$
1.83


$
1.92Income from discontinued operations


0.07



0.02



0.06Total basic earnings per share

$
0.50


$
1.85


$
1.98Diluted earnings per share:Income from continuing operations

$
0.43


$
1.80


$
1.89Income from discontinued operations


0.06



0.02



0.05Total diluted earnings per share

$
0.49


$
1.82


$
1.94Weighted average common shares outstanding:Basic


53,675,145



52,077,893



47,077,369Diluted


54,401,747



52,850,231



47,915,962Dividends declared per common share outstanding

$
0.15


$
0.54


$
0.04    F-5




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##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Changes in Shareholders Equity and
    Comprehensive Income  AccumulatedAdditional


Other





TotalCommon Stock


Paid-in


Comprehensive


Retained


ShareholdersShares


Amount


Capital


Income


Earnings


Equity(In millions, except shares and per share data)Balance at December 31, 2005


39,389,869



0.4



40.7







78.7



119.8Comprehensive income, net of tax:Net income


















93.0



93.0Comprehensive income


















93.0



93.0Proceeds from public offering


11,500,000



0.1



166.8











166.9Common stock dividends ($0.04 per share)


















(1.9
)


(1.9
)Stock-based compensation expense










2.4











2.4Income tax benefit of stock-based compensation expense










1.5











1.5Exercise of stock-based awards


250,000







0.5











0.5Balance at December 31, 2006


51,139,869



0.5



211.9







169.8



382.2Comprehensive income, net of tax:Net income


















96.4



96.4Unrealized gain on cash flow hedges, net of deferred income tax
    expense of $0.2 million














0.3







0.3Comprehensive income














0.3



96.4



96.7Common stock dividends ($0.54 per share)


















(28.5
)


(28.5
)Stock-based compensation expense










3.3











3.3Income tax benefit of stock-based compensation expense










3.8











3.8Exercise of stock-based awards


610,034







3.9











3.9Stock issued in connection with purchase of minority investment


1,916,667







51.2











51.2Cumulative effect of adoption of FIN 48


















(0.1
)


(0.1
)Balance at December 31, 2007


53,666,570


$
0.5


$
274.1


$
0.3


$
237.6


$
512.5Comprehensive income, net of tax:Net income


















26.5



26.5Unrealized loss on cash flow hedges, net of deferred income tax
    benefit of $0.6 million














(0.9
)






(0.9
)Comprehensive income














(0.9
)


26.5



25.6Common stock dividends ($0.15 per share)


















(8.0
)


(8.0
)Stock-based compensation expense










3.7











3.7Exercise of stock-based awards


15,500



















Balance at December 31, 2008


53,682,070


$
0.5


$
277.8


$
(0.6
)

$
256.1


$
533.8    F-6




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Cash Flows  Year Ended December 312008


2007


2006(In millions)Cash flows from operating activities:Net income

$
26.5


$
96.4


$
93.0Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


40.9



31.6



21.4Amortization of deferred financing costs


4.7



4.9



4.2Accretion of asset retirement obligations


0.7



0.1



0.3Deferred income taxes


10.0



10.2



22.8Loss from minority investment


7.9



0.8



Loss on interest rate derivative instruments


1.0



2.4



Gain on sale of assets


(6.8
)






Gain on sale of assets held for sale


(0.4
)






Loss on impairment of goodwill


11.2







Stock-based compensation expense


3.7



3.3



2.4Income tax benefit of stock-based compensation






(3.8
)


(1.5
)Changes in assets and liabilities, net of acquisitions:Accounts receivable, net


73.4



(35.1
)


(30.7
)Inventory and other current assets


59.0



(19.5
)


(37.2
)Accounts payable and other current liabilities


(193.2
)


84.8



37.1Non-current assets and liabilities, net


(10.3
)


3.3



(2.5
)Net cash provided by operating activities


28.3



179.4



109.3Cash flows from investing activities:Purchases of short-term investments


(472.8
)


(3,213.7
)


(520.2
)Sales of short-term investments


517.2



3,242.5



473.6Purchase of minority investment






(89.1
)


Business combinations, net of cash acquired






(74.6
)


(107.3
)Purchase of property, plant and equipment


(102.1
)


(86.9
)


(96.6
)Proceeds from sale of convenience store assets


8.8



0.3



Proceeds from sale of assets held for sale


9.8







Net cash used in investing activities


(39.1
)


(221.5
)


(250.5
)Cash flows from financing activities:Net (repayments) proceeds from revolvers


(42.2
)


4.6



46.7Proceeds from other debt instruments


35.0



65.0



60.0Payments on debt and capital lease obligations


(62.0
)


(2.0
)


(47.4
)Proceeds from note payable to related parties


15.0







Payments of note payable to related parties


(15.0
)






(42.5
)Proceeds from issuance of common stock










166.9Proceeds from exercise of stock options






3.9



0.5Income tax benefit of stock-based compensation






3.8



1.5Dividends paid


(8.0
)


(28.5
)


(1.9
)Deferred financing costs paid


(1.7
)


(1.3
)


(3.6
)Net cash (used in) provided by financing activities


(78.9
)


45.5



180.2Net increase in cash and cash equivalents


(89.7
)


3.4



39.0Cash and cash equivalents at the beginning of the period


105.0



101.6



62.6Cash and cash equivalents at the end of the period

$
15.3


$
105.0


$
101.6Supplemental disclosures of cash flow information:Cash paid during the year for:Interest, net of capitalized interest of $3.4 million and
    $2.1 million in 2008 and 2007, respectively

$
17.8


$
22.1


$
19.1Income taxes

$
5.1


$
34.1


$
32.5Stock issued in connection with acquisition of minority
    investment

$



$
51.2


$
    F-7




---



##### Table of Contents



Delek US
    Holdings, Inc.



Notes to
    Consolidated Financial Statements  1.
    General        2.
    Accounting
    Policies  Basis
    of Presentation
      Segment
    Reporting
    Discontinued
    Operations
  Accounting for the Impairment or Disposal of
    Long-Lived Assets
 F-8




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Reclassifications
          Cash
    and Cash Equivalents
    Short-Term
    Investments
  Accounting for Certain Investments in
    Debt and Equity Securities
    Accounts
    Receivable
   F-9




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
          Inventory
  last-in,
  first-in,
    Property,
    Plant and Equipment
  Business Combinations.
    YearsAutomobiles

3-5Computer equipment and software

3-10Refinery turnaround costs

4Furniture and fixtures

5-15Retail store equipment

7-15Asset retirement obligation assets

15-40Refinery machinery and equipment

15-40Petroleum and other site (POS) improvements

8-40Building and building improvements

40  F-10




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    CorporateRefining


Marketing


Retail


and Other


ConsolidatedProperty, plant and equipment

$
279.1


$
33.5


$
394.3


$
2.0


$
708.9Less: Accumulated depreciation


(30.7
)


(4.0
)


(92.4
)


(0.1
)


(127.2
)Property, plant and equipment, net

$
248.4


$
29.5


$
301.9


$
1.9


$
581.7Depreciation expense

$
15.8


$
1.7


$
22.1


$
0.1


$
39.7   Other
    Intangible Assets
    Property,
    Plant and Equipment and Other Intangibles
    Impairment
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
    Capitalized
    Interest
    Refinery
    Turnaround Costs
   F-11




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Goodwill
    and Potential Impairment
    Derivatives
  Accounting for Derivative Instruments and Hedging Activities
  No. FIN 39-1, Amendment of FASB Interpretation No. 39 (FSP 39-1),
  Fair
    Value of Financial Instruments
  Disclosures about Fair Value of
    Financial Instruments.
  Fair Value Measurements
  The Fair Value Option for Financial
    Assets and Financial Liabilities  an amendment of
    FASB Statement No. 115
 F-12




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Self-Insurance
    Reserves
    Vendor
    Discounts and Deferred Revenue
  No. 02-16, Accounting by a Reseller for Consideration Received from a
    Vendor,
    Environmental
    Expenditures
  clean-up
  Asset
    Retirement Obligations
   F-13




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      December 31,2008


2007Beginning balance

$
5.3


$
3.3Additional liabilities(1)


0.7



1.5Acquired liabilities






0.7Liabilities settled


(0.1
)


(0.3
)Accretion expense


0.7



0.1Ending balance

$
6.6


$
5.3     (1)
    
    This amount represents the recognition of an asset retirement
    obligation associated with two hazardous waste units at the
    Tyler refinery, and additional underground storage tanks at
    various retail stores, as well as managements reassessment
    of future cost estimates associated with the refining and retail
    segments previously recognized remediation obligations.    Revenue
    Recognition
    No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an
    Agent.
  Cost
    of Goods Sold and Operating Expenses
   F-14




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  Sales,
    Use and Excise Taxes
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation)
  Deferred
    Financing Costs
    Advertising
    Costs
    Operating
    Leases
    Accounting for
    Leases
  Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109, Accounting for Income Taxes Accounting for
    Contingencies
     F-15




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
        Earnings
    Per Share
    December 31,2008

2007

2006Weighted average common shares outstanding


53,675,145



52,077,893



47,077,369Dilutive effect of equity instruments


726,602



772,338



838,593Weighted average common shares outstanding, assuming dilution


54,401,747



52,850,231



47,915,962     Stock-Based
    Compensation
  Share-Based Payment
     F-16




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  Comprehensive
    Income
    December 31,2008


2007Net income

$
26.5


$
96.4Other comprehensive income (loss):Net unrealized gain (loss) on derivative instruments, net of tax
    (benefit) expense of $(0.6) million and $0.2 million


(0.9
)


0.3Comprehensive income

$
25.6


$
96.7   New
    Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133
 F-17




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  3.
    Explosion
    and Fire at the Tyler, Texas Refinery      4.
    Acquisitions  Calfee
    Acquisition
    Inventory

$
6.7Property, plant and equipment


64.3Other assets


2.0Goodwill


11.2Other intangible assets


0.5Current and non-current liabilities


(10.1
)$
74.6    F-18




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  Fast
    Acquisition
      Inventory

$
3.9Other current assets


0.1Fixed assets


39.9Goodwill


9.2Other intangible assets


0.2Taxes payable and other liabilities


(2.4
)$
50.9     Pride
    Acquisition
      Other current assets

$
0.7Fixed assets


38.0Goodwill


7.5Other intangible assets


12.2Assumed environmental liabilities and asset retirement
    obligations


(2.0
)$
56.4    F-19




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    5.
    Dispositions
    and Assets Held for Sale  Virginia
    Stores
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
    Inventory

$
1.0Property, plant & equipment, net of accumulated
    depreciation of $3.3 million


9.4$
10.4     December 31,2008


2007Assets held for sale:Inventory

$
2.4


$
5.9Property, plant & equipment, net of accumulated
    depreciation of $6.8 million and $8.6 million as of
    December 31, 2008 and 2007, respectively


15.3



25.5Goodwill


2.9



2.9Other intangibles


0.3



0.4Assets held for sale

$
20.9


$
34.7Liabilities associated with assets held for sale:Accrued expenses and other current liabilities

$
(0.2
)

$
(0.4
)  F-20




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007


2006Net sales

$
216.4


$
196.2


$
200.1Operating costs and expenses


(210.9
)


(194.5
)


(196.0
)Gain on sale of assets held for sale


0.4







Income from discontinued operations before taxes


5.9



1.7



4.1Income tax expense


2.4



0.7



1.6Income from discontinued operations, net of income taxes

$
3.5


$
1.0


$
2.5   6.
    Inventory    December 31,2008


2007Refinery raw materials and supplies

$
20.1


$
20.7Refinery work in process


13.5



19.1Refinery finished goods


4.1



28.3Retail fuel


9.8



22.3Retail merchandise


27.8



30.7Marketing refined products


4.9



3.6Total inventories

$
80.2


$
124.7      F-21




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    7.
    Minority
    Investment      The Equity Method of Accounting for Investments in Common
    Stock Criteria for
    Applying the Equity Method of Accounting for Investments in
    Common Stock
  8.
    Property,
    Plant and Equipment    December 31,2008


2007Land

$
82.5


$
83.4Building and building improvements


183.3



179.4Refinery machinery, marketing equipment and pipelines


236.6



134.1Retail, including petroleum, store equipment and other site
    improvements


111.0



102.6Refinery turnaround costs


10.0



10.7Other equipment


19.5



18.2Construction in progress


66.0



81.8708.9



610.2Less: accumulated depreciation


(127.2
)


(89.6
)$
581.7


$
520.6    F-22




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  9.
    Goodwill        Retail


Marketing


TotalBalance, December 31, 2006

$
70.2


$
7.6


$
77.8Acquisitions and adjustments


8.4



(0.1
)


8.3Balance, December 31, 2007

$
78.6


$
7.5


$
86.1Acquisitions and adjustments


2.6







2.6Goodwill impairment


(11.2
)






(11.2
)Balance, December 31, 2008

$
70.0


$
7.5


$
77.5    F-23




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  10.
    Other
    Intangible Assets  Supply
    Contracts
    December 31,2008


2007Supply contracts

$
12.2


$
12.2Accumulated amortization


(2.5
)


(1.5
)$
9.7


$
10.7   Trademarks
    December 312008


2007Trademarks

$
0.7


$
0.7Accumulated amortization


(0.4
)


(0.2
)$
0.3


$
0.5     11.
    Long-Term
    Obligations and Short-Term Notes Payable    December 312008


2007Senior secured credit facility  term loan

$
121.2


$
145.6Senior secured credit facility  revolver


15.8



49.0Fifth Third  revolver


18.8



34.3Reliant Bank  revolver


6.5



Lehman note


27.7



65.0Promissory notes


95.0



60.0Capital lease obligations


1.0



1.3286.0



355.2Less: current portion of long-term debt, notes payable and
    capital lease obligations


83.9



10.8$
202.1


$
344.4  F-24




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  Senior
    Secured Credit Facility
          SunTrust
    ABL Revolver
   F-25




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
          Fifth
    Third Revolver
      Lehman
    Credit Agreement
   F-26




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Promissory
    Notes
          Reliant
    Bank Revolver
   F-27




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Letters
    of Credit
    Annual
    Maturities of Debt Instruments
    2009


2010


2011


2012


2013


Thereafter


TotalSenior secured credit facility  term loan

$
11.0


$
1.2


$
109.0


$



$



$



$
121.2Senior secured credit facility  revolver






15.8



















15.8Fifth Third  revolver














18.8











18.8Reliant Bank  revolver










6.5















6.5Lehman note


27.7























27.7Promissory notes


45.0



5.0



45.0















95.0Capital lease obligations


0.2



0.1







0.1



0.1



0.5



1.0Total

$
83.9


$
22.1


$
160.5


$
18.9


$
0.1


$
0.5


$
286.0   Interest-Rate
    Derivative Instruments
       F-28




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  12.
    Stock-Based
    Compensation  Employment
    Agreement
        2006
    Long-Term Incentive Plan
    Option
    Assumptions
    2008 Grants


2008 Grants


2007 Grants


2007 Grants(Graded Vesting)


(Cliff Vesting)


(Graded Vesting)


(Cliff Vesting)3-5 Years


4 Years


3-5 Years


4 YearsExpected Volatility


33.80%-38.95
%


33.56%-38.19
%


31.12%-33.12
%


31.20%-32.98
%Dividend Yield


1.00
%


1.00
%


1.00
%


1.00
%Expected Term


7.0 years



6.0-6.5 years



6.0 years



7.0 yearsRisk Free Rate


0.11%-3.99
%


0.11%-3.99
%


3.05%-4.15
%


3.05%-4.15
%Fair Value


$2.48



$2.01



$7.83



$6.22   F-29




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  May 20042006 Grants


2006 Grants


Grant(Graded Vesting)


(Cliff Vesting)


(5-Year3-5 Years


4 Years


Graded Vesting)Expected Volatility


31.44%-31.96
%


31.46%-31.91
%


31.60
%Dividend Yield


1.00
%


1.00
%


Expected Term


6.0-6.5 years



7.0 years



4.5 yearsRisk Free Rate


4.74%-5.02
%


4.50%-5.03
%


3.85
%Fair Value


$5.91



$4.87



$0.67   Stock
    Option Activity
    Weighted-Weighted-

Average

AggregateNumber of

Average

Contractual

IntrinsicOptions

Exercise Price

Term

Value(Years)

(In millions)January 1, 2006


1,969,493


$
2.03Granted


1,899,700


$
17.49Exercised


(250,000
)

$
2.03Forfeited


(246,748
)

$
17.27Options outstanding, December 31, 2006


3,372,445


$
9.62Granted


503,668


$
23.94Exercised


(592,909
)

$
6.60Forfeited


(205,626
)

$
18.82Options outstanding, December 31, 2007


3,077,578


$
11.93Granted


357,300


$
17.64Forfeited


(302,162
)

$
19.43Options outstanding, December 31, 2008


3,132,716


$
11.86



5.2


$
10.6Vested options exercisable, December 31, 2008


1,188,984


$
2.03



0.3


$
9.6     Restricted
    Stock Units
   F-30




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    Weighted-Number of

AverageRSUs

Grant PriceRSUs outstanding, January 1, 2006





$
Granted


77,500


$
15.54Vested





$
Forfeited


(2,500
)

$
15.15Non-vested RSUs, December 31, 2006


75,000


$
15.56Granted


4,500


$
23.50Vested


(17,125
)

$
15.59Non-vested RSUs, December 31, 2007


62,375


$
16.12Granted


4,500


$
11.28Vested


(15,500
)

$
15.76Forfeitures


(2,500
)

$
15.15Non-vested RSUs, December 31, 2008


48,875


$
16.12   Compensation
    Expense Related to Equity-based Awards
      13.
    Segment
    Data       F-31




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    ® ® tm tm ®  ®
      As of and for the Year Ended December 31, 2008Corporate,Other andRefining


Retail


Marketing


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
2,105.6


$
1,777.2


$
731.7


$
0.7


$
4,615.2Intercompany marketing fees and sales


(13.8
)






13.8







Cost of goods sold


1,921.3



1,575.3



721.2



(7.8
)


4,210.0Operating expenses


96.9



135.9



1.0







233.8Segment contribution margin

$
73.6


$
66.0


$
23.3


$
8.5



171.4General and administrative expenses


















56.8Depreciation and amortization


















40.9Gain on sale of assets


















(6.8
)Operating income

















$
80.5Total assets

$
348.4


$
464.8


$
55.3


$
148.7


$
1,017.2Capital spending (excluding business combinations)

$
82.9


$
18.3


$
0.9


$



$
102.1   F-32




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  As of and for the Year Ended December 31, 2007Corporate,Other andRefining(2)


Retail(1)


Marketing


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
1,709.0


$
1,579.6


$
611.9


$
0.4


$
3,900.9Intercompany marketing fees and sales


(14.7
)






14.7







Cost of goods sold


1,460.2



1,396.4



596.9







3,453.5Operating expenses


82.2



123.4



1.0



0.5



207.1Segment contribution margin

$
151.9


$
59.8


$
28.7


$
(0.1
)


240.3General and administrative expenses


















54.0Depreciation and amortization


















31.6Gain on forward contract activities


















(0.1
)Operating income

















$
154.8Total assets

$
380.9


$
517.9


$
93.5


$
252.0


$
1,244.3Capital spending (excluding business combinations)

$
61.6


$
23.0


$
0.3


$
2.0


$
86.9   As of and for the Year Ended December 31, 2006Corporate,Other andRefining(2)


Retail(1)


Marketing(3)


Eliminations


Consolidated(In millions)Net sales (excluding intercompany marketing fees and sales)

$
1,601.8


$
1,195.5


$
218.2


$
0.5


$
3,016.0Intercompany marketing fees and sales


(3.2
)


(0.2
)


3.4







Cost of goods sold


1,373.5



1,054.2



216.0







2,643.7Operating expenses


71.9



89.7



0.3



0.5



162.4Segment contribution margin

$
153.2


$
51.4


$
5.3


$




209.9General and administrative expenses


















37.4Depreciation and amortization


















21.4Operating income

















$
151.1Total assets

$
332.4


$
428.4


$
92.4


$
96.2


$
949.4Capital spending (excluding business combinations)

$
74.9


$
21.4


$
0.2


$



$
96.5     (1)
    
    Retail operating results for 2007 and 2006 have been restated to
    reflect the reclassification of Virginia stores to discontinued
    operations.(2)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock have been reclassified to sales which had previously
    been presented on a net basis in cost of goods sold. Certain
    pipeline expenses previously presented in cost of goods sold
    have been reclassified to operating expenses, general and
    administrative expenses and depreciation.(3)
    
    Effective August 1, 2006, we initiated our marketing
    operations in conjunction with the Pride acquisition. F-33




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
   14.
    Fair
    Value Measurements  Fair Value Measurements No. 157-2
  FSP 157-2,
    and/or
      As of December 31, 2008Level 1


Level 2


Level 3


TotalAssetsCommodity derivatives

$



$
153.5


$



$
153.5Auction rate investment










5.6



5.6Total assets






153.5



5.6



159.1LiabilitiesCommodity derivatives






(126.6
)






(126.6
)Net assets (liabilities)

$



$
26.9


$
5.6


$
32.5  F-34




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  FSP 39-1,
        Beginning


Net Transfers


EndingBalance


in to Level 3


BalanceAuction rate investment

$



$
5.6


$
5.6   15.
    Derivative
    Instruments  Gain/Loss
    Recognition
    Swaps
  E-10
 F-35




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      Forward
    Fuel Contracts
    Options
    Futures
    Contracts
     F-36




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      Interest
    Rate Instruments
    16.
    Income
    Taxes      December 312008


2007Current Deferred Taxes:Self-insurance accruals

$
2.4


$
1.6Other accrued reserves


0.8



0.4Total current deferred tax assets


3.2



2.0Non-current Deferred Taxes:Depreciation and amortization


(75.0
)


(68.8
)Net operating loss carryforwards


2.4



2.3Straight-line lease expense


1.6



1.6FAS 123R stock compensation


2.9



1.7FAS 133 derivatives


(8.6
)


1.1Minority investment


3.4



0.0ARO liability


1.1



0.9Deferred revenues


0.6



1.1Environmental reserves


0.9



1.0Other


1.4



0.0Valuation allowance


(1.8
)


(1.2
)Total non-current deferred tax liabilities


(71.1
)


(60.3
)$
(67.9
)

$
(58.3
)    F-37




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      Year Ended December 31,2008


2007


2006Provision for federal income taxes at statutory rate

$
14.2


$
45.6


$
46.5State income taxes, net of federal tax provision


1.3



0.7



Credits


(0.3
)


(12.7
)


(4.3
)Goodwill impairment


2.8







Other items


(0.6
)


1.3



0.2Income tax expense

$
17.4


$
34.9


$
42.4     Year Ended December 312008


2007


2006Current

$
6.3


$
24.6


$
19.6Deferred


11.1



10.3



22.8$
17.4


$
34.9


$
42.4          F-38




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      Federal


StateUnrecognized


UnrecognizedBenefit


Benefit


TotalBeginning of period unrecognized benefit

$
0.1


$
0.1


$
0.2Net increase from current period tax positions


4.4







4.4Decreases related to settlements of tax positions


(3.3
)






(3.3
)End of period unrecognized benefits

$
1.2


$
0.1


$
1.3         17.
    Commitments
    and Contingencies  Litigation
    Self-insurance
   F-39




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      Environmental
    Health and Safety
             F-40




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      E-10
         F-41




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
  Vendor
    Commitments
    Letters
    of Credit
    Operating
    Leases
      2009

$
12.92010


11.12011


9.12012


6.52013


4.6Thereafter


14.1Total future minimum rentals

$
58.3   18.
    Employees  Workforce
    401(k)
    Plan
   F-42




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
    19.
    Related
    Party Transactions                 F-43




---



##### Table of Contents



Delek US Holdings, Inc.
  Notes to Consolidated Financial
    Statements  (Continued)
      20.
    Initial
    Public Offering    21.
    Selected
    Quarterly Financial Data (Unaudited)    For the Three Month Periods EndingMarch 31,

June 30,

September 30,

December 31,2008

2008

2008

2008Net sales

$
1,166.1


$
1,388.5


$
1,402.5


$
658.1Operating income

$
4.6


$
10.2


$
44.7


$
21.0Net income (loss) from continuing operations

$
(5.2
)

$
3.4


$
24.3


$
0.5Basic earnings (loss) per share from continuing operations

$
(0.10
)

$
0.06


$
0.45


$
0.01Diluted earnings (loss) per share from continuing operations

$
(0.09
)

$
0.06


$
0.45


$
0.01   F-44




---



##### Table of Contents



For the Three Month Periods EndingMarch 31,

June 30,

September 30,

December 31,2007

2007

2007

2007Net sales

$
763.7


$
1,051.6


$
1,018.4


$
1,067.2Operating income

$
34.3


$
100.2


$
32.5


$
(12.2
)Net income (loss) from continuing operations

$
20.8


$
66.7


$
19.9


$
(12.0
)Basic earnings (loss) per share from continuing operations

$
0.41


$
1.30


$
0.38


$
(0.23
)Diluted earnings (loss) per share from continuing operations

$
0.40


$
1.28


$
0.37


$
(0.22
)         22.
    Subsequent
    Events  Dividend
    Declaration
    Debt
    Amendments
  Senior
    Secured Credit Facility
    SunTrust
    ABL Revolver
   F-45




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 to the Companys
    Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)3
.2

Amended and Restated Bylaws (incorporated by reference to
    Exhibit 3.2 to the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)4
.1

Specimen common stock certificate (incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.1*

Employment Agreement, dated as of May 1, 2004, by and
    between MAPCO Express, Inc., Uzi Yemin and Delek US Holdings,
    Inc. (incorporated by reference to Exhibit 10.1 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(a)*

Amendment No. 1 to Employment Agreement, dated as of
    October 31, 2005 and effective as of September 15,
    2005, by and among MAPCO Express, Inc., Delek US Holdings, Inc.
    and Uzi Yemin (incorporated by reference to Exhibit 10.1(a)
    to the Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(b)*

Amendment No. 2 to Employment Agreement, dated as of
    February 1, 2006, by and among MAPCO Express, Inc., Delek
    US Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.1(c)*

Amendment No. 3 to Employment Agreement, dated as of
    April 17, 2006, by and among MAPCO Express, Inc., Delek US
    Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(c) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.1(d)*

Amendment No. 4 to Employment Agreement, dated as of
    November 13, 2006, by and among MAPCO Express, Inc., Delek
    US Holdings, Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.1(d) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.1(e)*

Amendment No. 5 dated July 23, 2007 to Employment
    Agreement by and among MAPCO Express, Inc., Delek US Holdings,
    Inc. and Uzi Yemin (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.2*

Amended and Restated Consulting Agreement, dated as of
    April 11, 2006, by and between Greenfeld-Energy Consulting,
    Ltd. and Delek Refining, Ltd. (incorporated by reference to
    Exhibit 10.2 to the Companys Registration Statement
    on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.3*

Form of Indemnification Agreement for Directors and Officers
    (incorporated by reference to Exhibit 10.3 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.4

Registration Rights Agreement, dated as of April 17, 2006,
    by and between Delek US Holdings, Inc. and Delek Group Ltd.
    (incorporated by reference to Exhibit 10.4 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.5

Amended and Restated Credit Agreement, dated as of
    April 28, 2005, among MAPCO Express, Inc., MAPCO Family
    Centers, Inc., the several lenders from time to time party to
    the Agreement, Lehman Brothers Inc., SunTrust Bank, Bank Leumi
    USA and Lehman Commercial Paper Inc. (incorporated by reference
    to Exhibit 10.7 to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of August 18, 2005, among MAPCO Express, Inc., MAPCO
    Family Centers, Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Lehman Brothers Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper Inc. (incorporated by reference to
    Exhibit 10.7(a) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(b)

Second Amendment to Amended and Restated Credit Agreement, dated
    as of October 11, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Agreement, Lehman Brothers Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.7(b) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)




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##### Table of Contents



Exhibit No.

Description10
.5(c)

Third Amendment to Amended and Restated Credit Agreement, dated
    as of December 15, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.7(c) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.5(d)

Fourth Amendment to Amended and Restated Credit Agreement, dated
    as of April 18, 2006, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers,
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.7(d) to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.5(e)

Fifth Amendment to Amended and Restated Credit Agreement, dated
    as of June 14, 2006, among MAPCO Express, Inc., the several
    banks and other financial institutions or entities from time to
    time parties to the Credit Agreement, Lehman Brothers, Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on August 11, 2006)10
.5(f)

Sixth Amendment to Amended and Restated Credit Agreement entered
    into effective July 13, 2006, among MAPCO Express, Inc.,
    the several banks and other financial institutions or entities
    from time to time parties to the Credit Agreement, Lehman
    Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.5(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.5(h)

Eighth Amendment to Amended and Restated Credit Agreement
    entered into effective December 3, 2008, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc.10
.5(i)

Ninth Amendment to the Amended and Restated Credit Agreement
    entered into effective January 28, 2009, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc.10
.6

Amended and Restated Revolving Credit Agreement, dated as of
    May 2, 2005, among Delek Refining, Ltd., Delek Pipeline
    Texas, Inc., the several banks and other financial institutions
    and lenders from time to time party thereto, SunTrust Bank, The
    CIT Group/Business Credit, Inc., National City Business Credit,
    Inc., Bank of America, N.A. and PNC Business Credit, Inc.
    (incorporated by reference to Exhibit 10.8 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of October 1, 2005, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc., various financial institutions, SunTrust
    Bank and The CIT Group/Business Credit, Inc. (incorporated by
    reference to Exhibit 10.8(a) to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(b)

Second Amended and Restated Credit Agreement, dated as of
    October 13, 2006, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc., various financial institutions, SunTrust
    Bank and The CIT Group/Business Credit, Inc. (incorporated by
    reference to Exhibit 10.8(b) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.6(c)

First Amendment to Second Amended and Restated Credit Agreement,
    dated as of December 15, 2008, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc., various financial institutions,
    SunTrust Bank and The CIT Group/Business Credit, Inc.10
.6(d)

Letter Agreement (Second Amendment) to Second Amended and
    Restated Credit Agreement, dated as of January 30, 2009,
    among Delek Refining, Ltd., Delek Pipeline Texas, Inc. and
    various financial institutions including SunTrust Bank as
    administrative agent, issuing bank, swingline lender and
    collateral agent.




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##### Table of Contents



Exhibit No.

Description10
.6(e)

Third Amendment to Second Amended and Restated Credit Agreement,
    dated as of February 13, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent.10
.6(f)

Fourth Amendment to Second Amended and Restated Credit
    Agreement, dated as of February 18, 2009, among Delek
    Refining, Ltd., Delek Pipeline Texas, Inc. and various financial
    institutions including SunTrust Bank as administrative agent,
    issuing bank, swingline lender and collateral agent.10
.7+

Pipeline Capacity Lease Agreement, dated April 12, 1999,
    between La Gloria Oil and Gas Company and Scurlock Permian,
    LLC (incorporated by reference to Exhibit 10.11 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(a)+

One-Year Renewal of Pipeline Capacity Lease Agreement, dated
    December 21, 2004, between Plains Marketing, L.P., as
    successor to Scurlock Permian LLC, and La Gloria Oil and
    Gas Company (incorporated by reference to Exhibit 10.11(a)
    to the Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(b)+

Assignment of the Pipeline Capacity Lease Agreement, as amended
    and renewed on December 21, 2004, by La Gloria Oil and
    Gas Company to Delek Refining, Ltd. (incorporated by reference
    to Exhibit 10.11(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(c)+

Amendment to One-Year Renewal of Pipeline Capacity Lease
    Agreement, dated January 15, 2006, between Delek Refining,
    Ltd. and Plains Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(c) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(d)

Extension of Pipeline Capacity Lease Agreement, dated
    January 15, 2006, between Delek Refining, Ltd. and Plains
    Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(d) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7(e)+

Modification and Extension of Pipeline Capacity Lease Agreement,
    effective May 1, 2006, between Delek Refining, Ltd. and
    Plains Marketing, L.P. (incorporated by reference to
    Exhibit 10.11(e) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.8+

Branded Jobber Contract, dated December 15, 2005, between
    BP Products North America, Inc. and MAPCO Express, Inc.
    (incorporated by reference to Exhibit 10.12 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.9*

Delek US Holdings, Inc. 2006 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.13 to the
    Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.9(a)*

Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan
    Restricted Stock Unit Agreement (incorporated by reference to
    Exhibit 10.13(a) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.9(b)*

Director Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Option Agreement (incorporated by reference
    to Exhibit 10.13(b) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.9(c)*

Officer Form of Delek US Holdings, Inc. 2006 Long-Term Incentive
    Plan Stock Option Agreement (incorporated by reference to
    Exhibit 10.13(c) to the Companys Registration
    Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.10

Description of Director Compensation (incorporated by reference
    to Exhibit 10.8 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.11

Management and Consulting Agreement, dated as of January 1,
    2006, by and between Delek Group Ltd. and Delek US Holdings,
    Inc. (incorporated by reference to Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.12

Promissory Note, dated May 23, 2006, in the principal
    amount of $30,000,000, of Delek Finance, Inc., in favor of
    Israel Discount Bank of New York (incorporated by reference to
    Exhibit 10.10 to the companys
    Form 10-Q
    filed on May 24, 2006)10
.12(a)

Amended and Restated Term Loan Note, dated December 30,
    2008, in the principal amount of $30,000,000 of Delek Finance,
    Inc., in favor of Israel Discount Bank of New York




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##### Table of Contents



Exhibit No.

Description10
.13

Credit Agreement dated July 31, 2006, by and between Delek
    Marketing & Supply, LP, and various financial
    institutions, from time to time, party to the Agreement, as
    Lenders, and Fifth Third Bank, Administrative Agent
    (incorporated by reference to Exhibit 10.2 to the
    Companys
    Form 10-Q
    filed on November 14, 2006)10
.13(a)

First Amendment dated January 9, 2007 to the Credit
    Agreement dated July 31, 2006, by and between Delek
    Marketing & Supply, LP, and various financial
    institutions, from time to time, party to the Agreement, as
    Lenders, and Fifth Third Bank, Administrative Agent
    (incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed on May 15, 2007)10
.13(b)

Second Amendment dated July 27, 2007 to Credit Agreement
    dated July 31, 2006 by and between Delek
    Marketing & Supply, LP and various financial
    institutions from time to time party to the Agreement, as
    Lenders, and Fifth Third Bank as Administrative Agent, and L/C
    Issuer (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on November 9, 2007)10
.13(c)

Amended and Restated Credit Agreement dated December 19,
    2007 by and between Delek Marketing & Supply, LP and
    various financial institutions from time to time party to the
    agreement, as Lenders, and Fifth Third Bank, as Administrative
    Agent and L/C issuer (incorporated by reference to
    Exhibit 10.16(c) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.13(d)

First Amendment dated October 17, 2008 to Amended and
    Restated Credit Agreement dated December 19, 2007 by and
    between Delek Marketing & Supply, LP and various
    financial institutions from time to time party to the agreement,
    as Lenders, and Fifth Third Bank, as Administrative Agent and
    L/C issuer10
.14

Promissory Note dated July 27, 2006, by and between Delek
    US Holdings, Inc., and Bank Leumi USA as lender (incorporated by
    reference to Exhibit 10.3 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.15

Purchase and Sale Agreement dated February 8, 2007, by and
    between MAPCO Express, Inc., Calfee Company of Dalton, Inc., FM
    Leasing, LP, FM Leasing I, LP, MF Leasing, LP, AC Stores,
    LP, Com-Pac Properties, LLC, Com-Pac Properties Group, LP and
    Favorite One Properties, LP. (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.15(a)

First Amendment dated April 2, 2007, to the Purchase and
    Sale Agreement dated February 8, 2007, by and between MAPCO
    Express, Inc., Calfee Company of Dalton, Inc., FM Leasing, LP,
    FM Leasing I, LP, MF Leasing, LP, AC Stores, LP, Com-Pac
    Properties, LLC, Com-Pac Properties Group, LP and Favorite One
    Properties, LP. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.16

Credit Agreement dated March 30, 2007, by and between Delek
    US Holdings, Inc. and Lehman Commercial Paper Inc., as
    administrative agent, Lehman Brothers Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A., as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.16(a)

First Amendment dated August 20, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner (incorporated by reference
    to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.16(b)

Second Amendment dated October 17, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.19(b) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.16(c)

Third Amendment dated December 4, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.19(c) to the Companys
    Form 10-K
    filed on March 3, 2008)




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##### Table of Contents



Exhibit No.

Description10
.16(d)

Fourth Amendment dated June 26, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on August 11, 2008)10
.16(e)

Fifth Amendment dated December 29, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JP Morgan Chase Bank, N.A. as
    documentation agent, arranger and joint bookrunner10
.17*

Letter Agreement dated September 1, 2004, by and between
    MAPCO Express, Inc. and Assaf Ginzburg (incorporated by
    reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.18*

Letter Agreement dated May 25, 2005, by and between MAPCO
    Express, Inc. and Edward A. Morgan (incorporated by reference to
    Exhibit 10.6 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.19*

Letter Agreement dated May 25, 2005, by and between Delek
    Refining, Inc. and Frederec Green (incorporated by reference to
    Exhibit 10.7 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.20

Stock Purchase Agreement dated July 12, 2007 by and between
    TransMontaigne, Inc. and Delek US Holdings, Inc. (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.21

Registration Rights Agreement dated August 22, 2007 by and
    between Delek US Holdings, Inc. and TransMontaigne, Inc.
    (incorporated by reference to Exhibit 10.5 to the
    Companys
    Form 10-Q
    filed on November 9, 2007)10
.21(a)

Assignment and Assumption Agreement dated October 9, 2007
    by and between TransMontaigne, Inc., as assignor, Morgan Stanley
    Capital Group, Inc., as assignee, and Delek US Holdings, Inc.
    (incorporated by reference to Exhibit 10.24(a) to the
    Companys
    Form 10-K
    filed on March 3, 2008)10
.22++

Distribution Service Agreement dated December 28, 2007 by
    and between MAPCO Express, Inc. and Core-Mark International,
    Inc. (incorporated by reference to Exhibit 10.25 to the
    Companys
    Form 10-K
    filed on March 3, 2008)21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP24
.1

Power of Attorney31
.1

Certification of the Companys Chief Executive Officer
    pursuant to
    Rule 13a-14(a)/15(d)-14(a)
    under the Securities Exchange Act31
.2

Certification of the Companys Chief Financial Officer
    pursuant to
    Rule 13a-14(a)/15(d)-14(a)
    under the Securities Exchange Act32
.1

Certification of the Companys Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement.+
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to Rule 406 of
    the Securities Act. Omitted portions have been filed separately
    with the Securities and Exchange Commission.++
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission.