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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,
    2010ORo

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
    incorporation or organization)

(I.R.S. employer
    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-T o 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(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   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


16Item 1B.


Unresolved Staff Comments


35Item 2.


Properties


35Item 3.


Legal Proceedings


36Item 4.


Removed and Reserved


36PART IIItem 5.


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


36Item 6.


Selected Financial Data


38Item 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


64Item 9A.


Controls and Procedures


64Item 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


66Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


66Item 14.


Principal Accounting Fees and Services


66PART IVItem 15.


Exhibits and Financial Statement Schedules


67SignaturesEX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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Form 10-K, Form 10-K.
 PART I  ITEM 1.
    BUSINESS  Company
    Overview
  and/or
    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, intermediates and
    light products

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   4




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




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Refinery Design and Production.
    Percentage ofSource

Crude Oil ReceivedEast Texas crude oil


25.8
%West Texas intermediate crude oil(1)


68.3
%West Texas sour crude oil


3.4
%Foreign sweet and other domestic crude oil


2.5
%     (1)
    
    West Texas intermediate crude oil (WTI) is a light,
    sweet crude oil characterized by an API gravity between 38 and
    40 and a sulfur content of less than 0.4 weight percent that is
    used as a benchmark for other crude oils.      
    Gasoline.  Gasoline accounted for approximately
    56.3% of the Tyler refinerys production. The Tyler
    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 36.9% of the Tyler refinerys
    production. Diesel and jet fuel products include military
    specification JP8, commercial jet fuel, low sulfur diesel, and
    ultra low sulfur diesel. Since September 2006, the Tyler
    refinery has produced primarily ultra low sulfur diesel. 6




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
    Petrochemicals.  We produced small quantities
    of propane, refinery grade propylene and butanes.
    Other products.  We produced small quantities
    of other products, including petroleum coke, slurry oil, sulfur
    and other blendstocks.    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2010


2009(1)


2008(1)Bpd


%


Bpd


%


Bpd


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


48,300



89.0
%


46,053



85.6
%


46,468



81.6
%Sour


1,700



3.1



3,251



6.0



5,215



9.2Total crude


50,000



92.1



49,304



91.6



51,683



90.8Other blendstocks(2)


4,286



7.9



4,498



8.4



5,239



9.2Total refinery throughput


54,286



100.0
%


53,802



100.0
%


56,922



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


30,019



56.3
%


28,707



54.9
%


30,346



54.4
%Diesel/jet


19,669



36.9



19,206



36.7



20,857



37.4Petrochemicals, LPG, NGLs


1,623



3.0



2,064



3.9



1,963



3.5Other


2,012



3.8



2,350



4.5



2,607



4.7Total production


53,323



100.0
%


52,327



100.0
%


55,773



100.0
%     (1)
    
    The Tyler refinery did not operate during the period from the
    November 20, 2008 explosion and fire through May 18,
    2009. This information has been calculated based on the 228 and
    324 days that the Tyler refinery was operational in 2009
    and 2008, respectively.(2)
    
    Includes denatured ethanol.(3)
    
    Includes
    E-10 product.  Capital Improvements.
    MSAT II
    Compliance Project
    Maintenance
    Shop and Warehouse Relocation Project
   7




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Crude
    Optimization Projects
  
    Deep Cut Project.  The Deep Cut project
    includes modifications to the Crude, Vacuum and Amine
    Regeneration Units (ARU) and the installation of a new Vacuum
    Heater, Coker Heater, a second ARU and a NaSH Unit. A
    significant portion of this project was completed in the first
    half of 2009. The installation of the second ARU and the NaSH
    Unit is expected to be completed by 2013. The completed portions
    of this project have given us the ability to run a deeper
    cut in the Vacuum Unit and allow the running of a heavier
    crude slate, although this capability will not be fully realized
    until we complete the remainder of the FCC Reactor revamp,
    discussed below. The installation of the second ARU and NaSH
    unit will further increase our sulfur capacity. Further, the new
    Coker Heater should allow much longer runs between decoking,
    which will reduce maintenance cost and increase the on-stream
    efficiency of the Coker.
    Coker Valve Project.  The Coker Valve project
    involved installing Delta Valves on the bottom heads of both
    coke drums, modifying feed piping to coke drums and installing a
    new Coke crusher and conveyor system. We believe the
    installation of the Delta Valves has significantly improved the
    safety of the operation to remove coke from the coke drums and
    they will enable the Coker to run shorter cycles, thereby
    increasing effective capacity. The entire project should allow
    for the safe handling of shot coke that may be produced during
    deep cut operations on a heavy crude slate. This project was
    completed in the first half of 2009.
    FCC Reactor Revamp.  We plan to modify the
    fractionation section of the FCC and install new catalyst
    section equipment, including a new reactor and catalyst stripper
    and make modifications to the riser. In the first half of 2009,
    we completed the fractionation section modifications, which will
    accommodate higher conversions expected from the FCC Reactor,
    once the catalyst section installations are complete. The
    remainder of this project is expected to be completed in 2014.  Gasoline
    Hydrotreater
    Storage Capacity. and/or
  Supply and Distribution. and/or
     8




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E-10
  Competition.
  Marketing
    Segment
    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.  and/or and/or
  
    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 9




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rights-of-way.
  Supply Agreements.
    Customers. 100-mile
  Competition.
  Retail
    Segment
  ® ® tm tm ® ® ® ®
      Company-Operated Stores.
 10




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® ® ® ®
  E-10
  Fuel Operations.
  Year Ended December 31,2010

2009(1)

2008(1)Number of stores (end of period)


412



442



467Average number of stores (during period)


428



459



467Retail fuel sales (thousands of gallons)


423,509



434,159



435,665Average retail gallons per average number of stores (thousands
    of gallons)


990



946



933Retail fuel margin (cents per gallon)

$
0.161


$
0.136


$
0.198     (1)
    
    All numbers in this table reflect only continuing operations.      Merchandise Operations.
  Year Ended December 31,2010

2009(1)

2008(1)Comparable store merchandise sales change (year over year)


4.3
%


0.4
%


(6.6
)%Merchandise margin


30.5
%


30.9
%


31.7
%Total merchandise sales (in thousands)

$
384,106


$
385,559


$
387,377Average number of stores (during period)


428



459



467Average merchandise sales per average number of stores (in
    thousands)

$
898


$
840


$
829     (1)
    
    All numbers in this table reflect only continuing operations. 11




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Coca-Cola ® Pepsi-Cola ® ®
  Technology and Store Automation.
    
    pricing fuel at individual stores on a daily basis, taking into
    account market 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.
  Competition. store-by-store
  Minority
    Investment
  Form 10-K
   12




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Governmental
    Regulation and Environmental Matters
          No. 2006-1433-AIR-E,
 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
 15




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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.
  Risks
    Relating to Our Industries
  Our
    refining margins have been volatile and are likely to remain
    volatile, which may have a material adverse effect on our
    earnings and cash flows.
    
    changes in global and local economic conditions;
    domestic and foreign supply and demand for crude oil and refined
    products;
    investor speculation in commodities;
    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 ability of the members of the Organization of Petroleum
    Exporting Countries to maintain oil price and production
    controls;
    pricing and other actions taken by competitors that impact the
    market;
    the level of crude oil, other feedstocks and refined petroleum
    products imported into the United States;
    excess capacity and utilization rates of refineries worldwide;
    development and marketing of alternative and competing fuels,
    such as ethanol and biodiesel;
    changes in fuel specifications required by environmental and
    other laws, particularly with respect to oxygenates and sulfur
    content;
    events that cause disruptions in our distribution channels;
    local factors, including market conditions, adverse weather
    conditions and the level of operations of other refineries and
    pipelines in our markets;
    accidents, interruptions in transportation, inclement weather or
    other events that can cause unscheduled shutdowns or otherwise
    adversely affect the Tyler refinery, or the supply and delivery
    of crude oil from third parties; and
    U.S. government regulations.   16




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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.
    and/or and/or
     17




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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.
         18




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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.
      If the
    market value of our inventory declines to an amount less than
    our cost basis, we would record a write-down of inventory and a
    non-cash charge to cost of sales, which may affect our
    earnings.
   19




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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.
  E-10
  Increases
    in required fuel economy and regulation of CO2 emissions from
    motor vehicles may reduce demand for transportation
    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.
   20




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General
    economic conditions may adversely affect our business, operating
    results and financial condition.
        The
    costs, scope, timelines and benefits of our refining projects
    may deviate significantly from our original plans and
    estimates.
  and/or and/or
 21




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The
    dangers inherent in our operations could cause disruptions and
    expose us to potentially significant costs and
    liabilities.
        and/or
  From
    time to time, our cash and credit needs may exceed our
    internally generated cash flow and available credit, and our
    business could be materially and adversely affected if we are
    not able to obtain the necessary cash or credit from financing
    sources.
      Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
   22




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
    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;
    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 and letters of
    credit.      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, issue guaranties and pledge assets;
    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.   23




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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.
    Interruptions
    or limitations in the supply and delivery of crude oil may
    negatively affect our refining interests and inhibit the growth
    of our refining interests.
      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.
     24




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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.    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 assets;
    acquired 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;
    acquired assets may suffer a diminishment in fair value as a
    result of which we may need to record a write-down or
    impairment, as in the case of the $60.0 million impairment
    of our minority investment in Lion Oil in the fourth quarter of
    2010. 25




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
    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 and environmental, health and safety
    regulations.
    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
  Our
    Tyler refinery has only limited access to an outbound pipeline,
    which we do not own, for distribution of our refined petroleum
    products.
   26




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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 and/or reduction in demand 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.
    Compliance
    with and changes in tax laws could adversely affect our
    performance.
   27




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We may
    seek to diversify our retail fuel and convenience store
    operations by entering new geographic areas, which may present
    operational and competitive challenges.
    
    select, and compete successfully in, new markets;
    obtain suitable sites at acceptable costs;
    identify and contract with financially stable developers;
    realize an acceptable return on the 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.
     28




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We
    depend on one wholesaler for a significant portion of our
    convenience store merchandise; we may not be able to maintain
    favorable arrangements with vendors.
      A
    substantial portion of the Tyler 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.
     29




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If
    there is negative publicity concerning the Shell, Exxon, BP,
    Marathon and Conoco brand names, fuel and merchandise sales at
    certain of our stores may suffer.
    We may
    incur losses as a result of our forward contract activities and
    derivative transactions.
      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.
     30




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Our
    minority ownership position in Lion Oil is illiquid because
    there is no active trading market for shares of Lion Oil common
    stock.
    We
    rely on information technology in our operations, and any
    material failure, inadequacy, interruption or security failure
    of that technology could harm our business.
    If we
    lose any of our key personnel, our ability to manage our
    business and continue our growth could be negatively
    impacted.
      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
 31




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non-U.S. holder non-U.S. holder
  Litigation
    and/or negative publicity concerning food or beverage 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;
    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;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    sales of common stock by us, our senior officers or our
    affiliates; and
    the other factors described in these Risk Factors.     32




---



##### Table of Contents



You
    may suffer substantial dilution.
    We are
    exposed to risks relating to evaluations of internal controls
    required by Section 404 of the Sarbanes-Oxley Act of
    2002.
      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.
   33




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##### Table of Contents



Future
    sales of shares of our common stock could depress the price of
    our common stock.
    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.
       34




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  rights-of-way.
      Number of





Dealer SitesCompany





Not Owned








Remaining


RemainingOperated


Number of


Nor Leased


Number of


Number of


Lease Term


Lease TermState

Sites


Dealer Sites


By Us


Owned Sites


Leased Sites


< 3 Years(1)


> 3 Years(1)Tennessee


221



16



11



126



100



61



39Alabama


88



37



31



59



35



16



19Georgia


77



4



1



44



36



27



9Arkansas


11











8



3



2



1Virginia


9











1



8



3



5Kentucky


3











1



2



1



1Mississippi


2











2











Louisiana


1















1







1Total


412



57



43



241



185



110



75     (1)
    
    Includes options renewable at our discretion; measured as of
    December 31, 2010.    sub-lease
 35




---



##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    REMOVED
    AND RESERVED PART II  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 Share2009First Quarter

$
11.61


$
5.27


$
0.0375



NoneSecond Quarter

$
12.41


$
7.92


$
0.0375



NoneThird Quarter

$
9.20


$
6.84


$
0.0375



NoneFourth Quarter

$
8.70


$
5.65


$
0.0375



None2010First Quarter

$
8.44


$
6.56


$
0.0375



NoneSecond Quarter

$
8.25


$
6.06


$
0.0375



NoneThird Quarter

$
7.78


$
6.22


$
0.0375



NoneFourth Quarter

$
7.64


$
6.65


$
0.0375



None     Holders
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   36




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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
  
 37




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2010


2009


2008(1)


2007(1)


2006(1)(2)(3)(In millions, except share and per share data)Statement of Operations Data:Net sales:Refining

$
1,683.2


$
882.1


$
2,091.8


$
1,694.3


$
1,598.6Marketing


504.4



374.4



745.5



626.6



221.6Retail


1,592.3



1,421.5



1,885.7



1,672.9



1,294.9Other


(24.3
)


(11.3
)


0.7



0.4



0.3Total net sales


3,755.6



2,666.7



4,723.7



3,994.2



3,115.4Operating costs and expenses:Cost of goods sold


3,412.9



2,394.1



4,308.1



3,539.3



2,734.2Operating expenses


229.5



219.0



240.8



213.8



169.0Insurance proceeds  business interruption


(12.8
)


(64.1
)










Property damage proceeds, net


(4.0
)


(40.3
)










Impairment of goodwill






7.0



11.2







General and administrative expenses


59.0



64.3



57.0



54.1



37.6Depreciation and amortization


61.1



52.4



41.3



32.1



21.8Loss (gain) on sales of assets


0.7



2.9



(6.8
)






Unrealized gain on forward contract hedging activities(4)














(0.1
)


Total operating costs and expenses


3,746.4



2,635.3



4,651.6



3,839.2



2,962.6Operating income


9.2



31.4



72.1



155.0



152.8Interest expense


34.1



25.5



23.7



30.6



24.2Interest income






(0.1
)


(2.1
)


(9.3
)


(7.2
)Interest expense to related parties


















1.0Loss from minority investment(5)










7.9



0.8



Impairment of minority investment


60.0















Gain on extinguishment of debt










(1.6
)






Other expenses, net






0.6



1.0



2.4



0.2Total non-operating expenses, net


94.1



26.0



28.9



24.5



18.2(Loss) income from continuing operations before income taxes


(84.9
)


5.4



43.2



130.5



134.6Income tax (benefit) expense


(5.0
)


3.1



18.6



35.0



43.1(Loss) income from continuing operations


(79.9
)


2.3



24.6



95.5



91.5(Loss) income from discontinued operations, net of tax






(1.6
)


1.9



0.9



1.5Net (loss) income

$
(79.9
)

$
0.7


$
26.5


$
96.4


$
93.0Basic (loss) earnings per share:(Loss) income from continuing operations

$
(1.47
)

$
0.04


$
0.47


$
1.83


$
1.94(Loss) income from discontinued operations






(0.03
)


0.03



0.02



0.04Basic (loss) earnings per share

$
(1.47
)

$
0.01


$
0.50


$
1.85


$
1.98Diluted (loss) earnings per share:(Loss) income from continuing operations

$
(1.47
)

$
0.04


$
0.46


$
1.81


$
1.91(Loss) income from discontinued operations






(0.03
)


0.03



0.01



0.03Diluted (loss) earnings per share

$
(1.47
)

$
0.01


$
0.49


$
1.82


$
1.94Weighted average shares, basic


54,264,763



53,693,258



53,675,145



52,077,893



47,077,369Weighted average shares, diluted


54,264,763



54,484,969



54,401,747



52,850,231



47,915,962Dividends declared per common share outstanding

$
0.15


$
0.15


$
0.15


$
0.54


$
0.04   38




---



##### Table of Contents



Year Ended December 31,2010


2009


2008(1)


2007(1)


2006(1)(In millions)Cash Flow Data:Cash flows provided by operating activities

$
71.0


$
137.8


$
28.6


$
179.6


$
109.5Cash flows used in investing activities


(44.5
)


(102.9
)


(39.4
)


(221.8
)


(250.7
)Cash flows (used in) provided by financing activities


(45.8
)


18.2



(78.9
)


45.6



180.2Net (decrease) increase in cash and cash equivalents

$
(19.3
)

$
53.1


$
(89.7
)

$
3.4


$
39.0   December 31,2010


2009


2008(1)


2007(1)


2006(1)(In millions)Balance Sheet Data:Cash and cash equivalents

$
49.1


$
68.4


$
15.3


$
105.0


$
101.6Short-term investments














44.4



73.2Total current assets


299.4



311.6



194.0



468.6



433.3Property, plant and equipment, net


680.1



692.0



586.6



525.5



403.6Total assets


1,144.6



1,223.0



1,017.2



1,244.3



949.4Total current liabilities


292.5



322.2



186.2



305.0



230.9Total debt, including current maturities


295.8



317.1



286.0



355.2



286.6Total non-current liabilities


408.8



369.8



297.2



426.8



336.3Total shareholders equity


443.3



531.0



533.8



512.5



382.2Total liabilities and shareholders equity


1,144.6



1,223.0



1,017.2



1,244.3



949.4     (1)
    
    Operating results for 2008, 2007 and 2006 have been restated to
    reflect the reclassification of the retail segments
    remaining nine Virginia stores back to normal 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 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.(3)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets.(4)
    
    To mitigate the risks of changes in the market price of crude
    oil and refined petroleum products, from time to time we 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.(5)
    
    Beginning October 1, 2008, Delek began reporting its
    investment in Lion Oil using the cost method of accounting. See
    Note 6 of the Consolidated Financial Statements in
    Item 8, Financial Statements and Supplementary Data of this
    Annual Report on
    10-K for
    further information. 39




---



##### Table of Contents



Segment
    Data(1):
  As of and for the Year Ended December 31, 2010Corporate,Other andRefining


Retail


Marketing


Eliminations


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

$
1,678.2


$
1,592.3


$
484.3


$
0.8


$
3,755.6Intercompany marketing fees and sales


5.0







20.1



(25.1
)


Operating costs and expenses:Cost of goods sold


1,546.8



1,405.2



476.7



(15.8
)


3,412.9Operating expenses


101.4



134.7



2.9



(9.5
)


229.5Insurance proceeds  business interruption


(12.8
)














(12.8
)Property damage proceeds, net


(4.0
)














(4.0
)Segment contribution margin

$
51.8


$
52.4


$
24.8


$
1.0



130.0General and administrative expenses


















59.0Depreciation and amortization


















61.1Loss on disposal of assets


















0.7Operating income

















$
9.2Total assets

$
545.1


$
420.6


$
65.2


$
113.7


$
1,144.6Capital spending (excluding business combinations)

$
42.3


$
14.4


$



$
0.1


$
56.8   As of and for the Year Ended December 31, 2009Corporate,Other andRefining


Retail


Marketing


Eliminations


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

$
887.7


$
1,421.5


$
356.8


$
0.7


$
2,666.7Intercompany marketing fees and sales


(5.6
)






17.6



(12.0
)


Operating costs and expenses:Cost of goods sold


809.6



1,240.8



349.5



(5.8
)


2,394.1Operating expenses


85.9



138.5



1.2



(6.6
)


219.0Impairment of goodwill






7.0











7.0Insurance proceeds  business interruption


(64.1
)














(64.1
)Property damage proceeds, net


(40.3
)














(40.3
)Segment contribution margin

$
91.0


$
35.2


$
23.7


$
1.1



151.0General and administrative expenses


















64.3Depreciation and amortization


















52.4Loss on disposal of assets


















2.9Operating income

















$
31.4Total assets

$
573.8


$
430.0


$
62.3


$
156.9


$
1,223.0Capital spending (excluding business combinations)

$
155.1


$
14.3


$
0.5


$
0.1


$
170.0   40




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##### Table of Contents



As of and for the Year Ended December 31, 2008Corporate,Other andRefining


Retail(2)


Marketing


Eliminations


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

$
2,105.6


$
1,885.7


$
731.7


$
0.7


$
4,723.7Intercompany marketing fees and sales


(13.8
)






13.8







Operating costs and expenses:Cost of goods sold


1,921.3



1,673.4



721.2



(7.8
)


4,308.1Operating expenses


96.9



142.9



1.0







240.8Impairment of goodwill






11.2











11.2Segment contribution margin

$
73.6


$
58.2


$
23.3


$
8.5



163.6General and administrative expenses


















57.0Depreciation and amortization


















41.3Gain on sales of assets


















(6.8
)Operating income

















$
72.1Total assets

$
348.4


$
464.8


$
55.3


$
148.7


$
1,017.2Capital spending (excluding business combinations)

$
82.9


$
18.6


$
0.9


$



$
102.4     (1)
    
    Accounting Standards Codification (ASC) 280,
    Segment Reporting, 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 Tyler 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 2008 have been restated to reflect
    the reclassification of the remaining nine Virginia stores back
    to normal operations.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
 41




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##### Table of Contents



Forward-Looking
    Statements
    and/or
  
    reliability of our operating assets;
    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;
    diminishment of value in long-lived assets may result in an
    impairment in the carrying value of the asset on our balance
    sheet and a resultant loss recognized in the statement of
    operations;
    general economic and business conditions, particularly levels of
    spending relating to travel and tourism or conditions affecting
    the southeastern United States;
    dependence on 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;
    compliance, or failure to comply, with restrictive and financial
    covenants in our various debt agreements;
    the inability of our subsidiaries to freely make dividends to us;
    seasonality;
    acts of terrorism aimed at either our facilities or other
    facilities that could impair our ability to produce or transport
    refined products or receive feedstocks;
    changes in the cost or availability of transportation for
    feedstocks and refined products;
    volatility of derivative instruments;
    potential conflicts of interest between our major stockholder
    and other stockholders; and 42




---



##### Table of Contents




    other factors discussed under the heading
    Managements Discussion and Analysis and in our
    other filings with the SEC.  and/or
    Overview
  and/or
    5-3-2
 43




---



##### Table of Contents



Strategic
    Initiatives
    
    focus on health, safety and environmental compliance;
    provide value to our customers and employees by delivering a
    high level of customer service standards;
    demonstrate a prudent and scalable capital structure;
    repair, modernize, grow and improve the profitability of our
    operations through carefully evaluated capital
    investments; and
    pursue acquisition opportunities that strengthen our core
    markets and leverage our core competencies.    
    Throughout 2010, we completed several capital projects at the
    Tyler refinery, including the fractionation section of the
    Mobile Source Air Toxics (MSAT) II compliance
    project, which allows for reduced benzene content in gasoline;
    construction of a new warehouse and maintenance shops, which
    improves the safety of the Tyler refinery employees; and
    improvements to tankage, lines and loading systems to increase
    the amounts and types of renewable fuels we can blend at the
    Tyler refinery.
    In March 2010, the Tyler refinery began wide-scale training on
    Duponts Safety Observations Program as part of a new
    initiative to promote an improved safety culture.
    Revitalized our promotional marketing to defined bi-monthly
    period which both capture consumer interest and frequently
    attach to a charitable event or cause. We have labeled this
    initiative the WOW promotion.
    Obtained long-term financing in the form of revolving credit
    facilities for both our refining and retail segments, which
    ensure continued access to needed liquidity in our operations.
    Extended the maturity dates on $144.0 million in promissory
    notes.
    During 2010, we paid dividends totaling $8.4 million to our
    shareholders. 44




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##### Table of Contents



Market
    Trends
            Factors
    Affecting Comparability
    
    The receipt of $4.0 million and $40.3 million,
    respectively, of property damage insurance proceeds, net of
    expenses, for the years ended December 31, 2010 and 2009,
    due to the November 20, 2008 explosion and fire at the
    Tyler refinery;
    the explosion and fire at the Tyler refinery on
    November 20, 2008, which shut down operations at the Tyler
    refinery for a portion of each of the years ended
    December 31, 2009 and 2008. Operations fully resumed on
    May 18, 2009;
    the change in the accounting for the investment in Lion Oil from
    the equity method to the cost method beginning October 2008;
    the addition of ethanol blending at our refining segment in 2008. 45




---



##### Table of Contents



Results
    of Operations
  Consolidated
    Results of Operations  Comparison of the Year Ended
    December 31, 2010 versus the Year Ended December 31,
    2009
                   46




---



##### Table of Contents



Consolidated
    Results of Operations  Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
             47




---



##### Table of Contents



Operating
    Segments
   48




---



##### Table of Contents



Refining
    Segment
    Year Ended December 31,2010


2009


2008Days operated in period(1)


365



228



324Total sales volume (average barrels per day)(1)


53,360



51,823



56,609Products manufactured (average barrels per day)(1):Gasoline


30,019



28,707



30,346Diesel/jet


19,669



19,206



20,857Petrochemicals, LPG, NGLs


1,623



2,064



1,963Other


2,012



2,350



2,607Total production


53,323



52,327



55,773Refinery throughput (average barrels per day)(1):Crude oil


50,000



49,304



51,683Other feedstocks


4,286



4,498



5,239Total refinery throughput


54,286



53,802



56,922Per barrel of sales(2):Refining operating margin(3)

$
7.00


$
6.14


$
9.29Refining operating margin excluding intercompany marketing
    fees(4)


7.55



7.07



10.05Direct operating expenses(5)


5.21



7.28



5.28Pricing statistics (average for the period presented)(1):WTI  Cushing crude oil (per barrel)

$
79.50


$
71.22


$
106.95U.S. Gulf Coast 5-3-2 crack spread (per barrel)


7.93



5.97



11.13U.S. Gulf Coast unleaded gasoline (per gallon)


2.07



1.87



2.69Ultra low sulfur diesel (per gallon)


2.16



1.85



3.11Natural gas (per MMBTU)


4.34



3.71



9.22     (1)
    
    The Tyler refinery did not operate during the period from
    November 21, 2008 through May 17, 2009 due to the
    November 20, 2008 explosion and fire. The Tyler refinery
    resumed full operations on May 18, 2009. Sales volumes for
    2009 include minimal sales of intermediate products made prior
    to the restart of the Tyler refinery. Information is calculated
    based on the number of days the Tyler refinery was fully
    operational.(2)
    
    Per barrel of sales information is calculated by
    dividing the applicable income statement line item (operating
    margin or operating expenses) divided by the total barrels sold
    during the period.(3)
    
    Operating margin is defined as refining segment net
    sales less cost of goods sold.(4)
    
    Operating margin excluding intercompany marketing
    fees is defined as refining segment net sales less cost of goods
    sold, adjusted to exclude the fees paid to the marketing segment
    of $10.6 million, $11.0 million and $13.8 million
    in the years ended December 31, 2010, 2009 and 2008,
    respectively.(5)
    
    Direct operating expenses are defined as operating
    expenses attributed to the refining segment.  Refining
    Segment Operational Comparison of the Year Ended
    December 31, 2010 versus the Year Ended December 31,
    2009
   49




---



##### Table of Contents



Refining
    Segment Operational Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
     50




---



##### Table of Contents



Marketing
    Segment
    Year Ended December 31,2010


2009


2008Days operated in period


365



365



366Products sold (average barrels per day):Gasoline


6,419



6,777



7,980Diesel/jet


7,888



6,552



8,517Other


47



49



60Total Sales


14,354



13,378



16,557   Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2010 versus the Year Ended December 31,
    2009
   51




---



##### Table of Contents



Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
         52




---



##### Table of Contents



Retail
    Segment
    Year Ended December 31,2010

2009

2008Number of stores (end of period)


412



442



467Average number of stores


428



459



467Retail fuel sales (thousands of gallons)


423,509



434,159



435,665Average retail gallons per average number of stores (in
    thousands)


990



946



933Retail fuel margin ($ per gallon)

$
0.161


$
0.136


$
0.198Merchandise sales (in millions)

$
384.1


$
385.6


$
387.4Merchandise margin %


30.5
%


30.9
%


31.7
%Credit expense (% of gross margin)


9.6
%


8.6
%


9.0
%Merchandise and cash over/short (% of net sales)


0.2
%


0.2
%


0.2
%Operating expenses/merchandise sales plus total gallons


16.1
%


16.3
%


16.7
%   Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2010 versus the Year Ended December 31,
    2009
              Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
   53




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##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
    Year Ended December 31,2010


2009


2008(In millions)Cash Flow Data:Cash flows provided by operating activities

$
71.0


$
137.8


$
28.6Cash flows used in investing activities


(44.5
)


(102.9
)


(39.4
)Cash flows (used in) provided by financing activities


(45.8
)


18.2



(78.9
)Net (decrease) increase in cash and cash equivalents

$
(19.3
)

$
53.1


$
(89.7
)  54




---



##### Table of Contents



Cash
    Flows from Operating Activities
      Cash
    Flows from Investing Activities
        Cash
    Flows from Financing Activities
      Cash
    Position and Indebtedness
   55




---



##### Table of Contents



December 31,2010(In millions)MAPCO Revolver


122.1Fifth Third Revolver


29.0Promissory notes


144.0Capital lease obligations


0.7295.8Less: Current portion of long-term debt, notes payable and
    capital lease obligations


14.1Total long-term debt

$
281.7   MAPCO
    Revolver
  sub-limit;
  Wells
    ABL
  sub-limit,
  Fifth
    Third Revolver
  sub-limit
 56




---



##### Table of Contents



Reliant
    Bank Revolver
    Promissory
    Notes
        Restrictive
    Covenants
     57




---



##### Table of Contents



Capital
    Spending
    Year Ended December 31,2011 Forecast


2010 ActualRefining:Sustaining maintenance, including turnaround activities

$
6.4


$
6.0Regulatory


4.6



32.0Discretionary projects


14.1



4.3Refining segment total


25.1



42.3Marketing:Discretionary projects






Marketing segment total






Retail:Sustaining maintenance


5.9



5.0Growth/profit improvement


11.8



3.9Retrofit/rebrand/re-image


15.1



5.0Raze and rebuild/land


16.4



0.5Retail segment total


49.2



14.4Other






0.1Total capital spending

$
74.3


$
56.8     Refining
    Capital Improvements
     58




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##### Table of Contents



MSAT II
    Compliance Project
    Maintenance
    Shop and Warehouse Relocation Project
    Crude
    Optimization Projects
  Deep Cut Project.
  Coker Valve Project.
  FCC Reactor Revamp.
  and/or
 59




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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

$
14.1


$
159.2


$
122.2


$
0.3


$
295.8Interest(1)


17.8



23.5



15.2



0.2



56.7Operating lease commitments(2)


15.2



25.9



20.9



66.7



128.7Capital project commitments(3)






2.2











2.2Total

$
47.1


$
210.8


$
158.3


$
67.2


$
483.4     (1)
    
    Includes expected interest payments on debt outstanding under
    credit facilities in place at December 31, 2010. Variable
    interest is calculated using December 31, 2010 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, 2010.(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,
   60




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##### Table of Contents



Long-lived
    Asset Recovery
    Form 10-K
  Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
      Goodwill
    and Potential Impairment
  Form 10-K
  Environmental
    Expenditures
  clean-up
 61




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##### Table of Contents



New
    Accounting Pronouncements
  10-K
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Commodity
    Price Risk
  Impact of Changing Prices. mark-to-market
  Price Risk Management Activities. Derivatives and Hedging
   62




---



##### Table of Contents



Interest
    Rate Risk
        ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
 63




---



##### Table of Contents



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))
  Rules 13a-15 15d-15 Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
             64




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  page F-1.
  page F-1.
  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   65




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    Regulation S-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    December 31,2010


2009Audit fees(1)

$
1,485,046


$
1,568,558Audit-related fees(2)


12,635



303,426Tax fees(3)


12,633



All other fees






Total

$
1,510,314


$
1,871,984     (1)
    
    Audit fees consisted of services rendered to us or certain of
    our subsidiaries. Such audit services include audits of
    financial statements, reviews of our quarterly financial
    statements, audit services provided in connection with our
    regulatory filings, and preliminary review of our documentation
    and test plans in connection with our evaluation of internal
    controls. Fees and expenses are for services in connection with
    the audit of our fiscal years ended December 31, 2010 and
    December 31, 2009 regardless of when the fees and expenses
    were paid.(2)
    
    Fees for audit-related matters billed in 2010 and 2009 consisted
    of agreed upon procedures for us and our subsidiaries,
    procedures related to regulatory filings of our parent
    companies, and consultations on various accounting and reporting
    areas.(3)
    
    Fees for tax services billed in 2010 consisted primarily of
    preparation of federal and state income tax returns for us and
    certain of our subsidiaries and consultation on various tax
    matters related to us and our subsidiaries.    Pre-Approval Policies and Procedures.
 66




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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, 2009 by and between
    Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by
    reference to Exhibit 10.2 to the Companys
    Form 10-Q
    filed on November 6, 2009)10
.2*

Termination dated May 12, 2010 of Amended and Restated
    Consulting Agreement with Greenfeld-Energy Consulting, Ltd.
    dated April 11, 2006 (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on August 6, 2010)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+

Resignation, Waiver, Consent and Appointment Agreement dated
    September 1, 2009 by and between Fifth Third Bank, N.A.,
    Lehman Commercial Paper, Inc. and MAPCO Express, Inc.
    (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on November 6, 2009)10
.5(a)+

Second Amended and Restated Credit Agreement dated as of
    December 10, 2009 between MAPCO Express, Inc. as borrower,
    Fifth Third Bank as arranger and administrative agent, Bank
    Leumi USA as co-administrative agent, SunTrust Bank as
    syndication agent and the lenders from time to time parties
    thereto (incorporated by reference to Exhibit 10.5(k) to
    the Companys
    Form 10-K
    filed on March 12, 2010)10
.5(b)+

First Amendment dated December 23, 2010 to Second Amended
    and Restated Credit Agreement dated as of December 10, 2009
    between MAPCO Express, Inc. as borrower, Fifth Third Bank as
    arranger and administrative agent, Bank Leumi USA as
    co-administrative agent, SunTrust Bank as syndication agent and
    the lenders from time to time parties thereto (incorporated by
    reference to Exhibit 99.2 to the Companys
    Form 8-K
    filed on December 29, 2010)10
.6

Credit Agreement dated February 23, 2010 by and between
    Delek Refining, Ltd. As borrower and a consortium of lenders
    including Wells Fargo Capital Finance, LLC as administrative
    agent (incorporated by reference to Exhibit 99.2 to the
    Companys
    Form 8-K
    filed on February 25, 2010)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) 67




---



##### Table of Contents



Exhibit No.

Description10
.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
.7(f)+

Modification and Extension of Pipeline Capacity Lease Agreement
    dated March 31, 2009 between Delek Crude Logistics, LLC and
    Plains Marketing L.P. (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on May 11, 2009)10
.8*

Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (as
    amended through May 4, 2010) (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on May 7, 2010)10
.8(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
.8(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
.8(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
.8(d)*

Director Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Appreciation Rights Agreement (incorporated
    by reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on August 6, 2010)10
.8(e)*

Employee Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Appreciation Rights Agreement (incorporated
    by reference to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on August 6, 2010)10
.9

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
.10

Replacement Promissory Note I in the principal amount of
    $20,000,000 dated October 5, 2010 by and between Delek
    Finance, Inc. and Israel Discount Bank of New York (incorporated
    by reference to Exhibit 10.4 to the Companys
    Form 10-Q
    filed on November 5, 2010)10
.10(a)

Replacement Promissory Note II in the principal amount of
    $30,000,000 dated October 5, 2010 by and between Delek
    Finance, Inc. and Israel Discount Bank of New York (incorporated
    by reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on November 5, 2010)10
.11

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
.11(a)

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 issuer (incorporated by reference to Exhibit 10.13(d)
    to the Companys
    Form 10-K
    filed on March 9, 2009) 68




---



##### Table of Contents



Exhibit No.

Description10
.11(b)

Second Amendment dated March 31, 2009 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 issuer (incorporated by reference to Exhibit 10.2 to
    the Companys
    Form 10-Q
    filed on May 11, 2009)10
.12

Promissory Note in the principal amount of $50,000,000 dated
    November 2, 2010 by and between Delek US Holdings, Inc.,
    and Bank Leumi USA as lender (incorporated by reference to
    Exhibit 10.6 to the Companys
    Form 10-Q
    filed on November 5, 2010)10
.12(a)

Letter agreement dated June 23, 2009 between Delek US
    Holdings, Inc. and Bank Leumi USA (incorporated by reference to
    Exhibit 10.4 to the Companys
    Form 10-Q
    filed on August 7, 2009)10
.13

Term Promissory Note dated September 29, 2009 in the
    principal amount of $65,000,000 between Delek US Holdings, Inc.
    and Delek Petroleum, Ltd. (incorporated by reference to
    Exhibit 10.4 to the Companys
    Form 10-Q
    filed on November 6, 2009)10
.13(a)

Amended and Restated Term Promissory Note dated
    September 28, 2010 in the principal amount of $44,000,000
    between Delek US Holdings, Inc. and Delek Petroleum, Ltd.
    (incorporated by reference to Exhibit 10.3 to the
    Companys
    Form 10-Q
    filed on November 5, 2010)10
.14*

Employment Agreement dated May 1, 2009 by and between Delek
    US Holdings, Inc. and Assaf Ginzburg (incorporated by reference
    to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on August 7, 2009)10
.15*

Employment Agreement dated May 1, 2009 by and between Delek
    US Holdings, Inc. and Frederec Green (incorporated by reference
    to Exhibit 10.2 to the Companys
    Form 10-Q
    filed on August 7, 2009)10
.16*

Employment Agreement dated June 10, 2009 by and between
    MAPCO Express, Inc. and Igal Zamir (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on August 7, 2009)10
.16(a)*

Special Bonus Acknowledgement dated August 9, 2010 between
    Igal Zamir and MAPCO Express, Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 5, 2010)10
.17*

Employment Agreement dated August 25, 2009 by and between
    Delek US Holdings, Inc. and Mark B. Cox (incorporated by
    reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 6, 2009)10
.17(a)*

Special Bonus Acknowledgement dated May 4, 2010 between
    Mark B. Cox and Delek US Holdings, Inc. (incorporated by
    reference to Exhibit 10.2 to the Companys
    Form 10-Q
    filed on August 6, 2010)10
.18*

Letter agreement between Edward Morgan and Delek US Holdings,
    Inc. dated April 17, 2009 (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on May 11, 2009)10
.19*

Letter agreement between Lynwood E. Gregory, III and Delek
    US Holdings, Inc. dated February 24, 2011 (incorporated by
    reference to Exhibit 99.3 to the Companys
    Form 8-K
    filed on February 25, 2010)10
.20+

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)10
.20(a)+

First Amendment dated August 18, 2010 to the Distribution
    Service Agreement dated December 28, 2007 by and between
    MAPCO Express, Inc. and Core-Mark International, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Companys
    Form 10-Q
    filed on November 5, 2010)10
.21*

Form of 409A Addendum (incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    filed on August 6, 2010)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 69




---



##### 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 treatment was requested and granted pursuant to
    Rule 24b-2
    of the Securities Exchange Act, with respect to certain portions
    of this exhibit. Omitted portions have been filed separately
    with the Securities and Exchange Commission.++
    
    Confidential treatment was requested and granted pursuant to
    Rule 406 of the Securities Act, and an extension of such
    confidential treatment was requested and granted pursuant to
    Rule 24b-2
    of the Securities Exchange Act, with respect to certain portions
    of this exhibit. Omitted portions have been filed separately
    with the Securities and Exchange Commission. 70




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Consolidated
    Financial Statements
    As of December 31, 2010 and 2009 and
    For Each of the Three Years Ended December 31,
    2010
  INDEX TO
    FINANCIAL STATEMENTS AND SCHEDULE
  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-8Financial Statement Schedule I 
    Condensed Parent Company Financial Statements


F-44    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 31,2010


2009(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
49.1


$
68.4Accounts receivable


104.7



76.7Inventory


136.7



116.4Other current assets


8.9



50.1Total current assets


299.4



311.6Property, plant and equipment:Property, plant and equipment


886.7



865.5Less: accumulated depreciation


(206.6
)


(173.5
)Property, plant and equipment, net


680.1



692.0Goodwill


71.9



71.9Other intangibles, net


7.9



9.0Minority investment


71.6



131.6Other non-current assets


13.7



6.9Total assets

$
1,144.6


$
1,223.0LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
222.9


$
192.5Current portion of long-term debt and capital lease obligations


14.1



17.7Note payable to related party






65.0Accrued expenses and other current liabilities


55.5



47.0Total current liabilities


292.5



322.2Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


237.7



234.4Note payable to related party


44.0



Environmental liabilities, net of current portion


2.8



5.3Asset retirement obligations


7.3



7.0Deferred tax liabilities


105.9



110.5Other non-current liabilities


11.1



12.6Total non-current liabilities


408.8



369.8Shareholders 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, 54,403,208 and 53,700,570 shares issued and
    outstanding at December 31, 2010 and 2009, respectively


0.5



0.5Additional paid-in capital


287.5



281.8Retained earnings


155.3



248.7Total shareholders equity


443.3



531.0Total liabilities and shareholders equity

$
1,144.6


$
1,223.0    F-4




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Consolidated
    Statements of Operations
  Year Ended December 31,2010


2009


2008(In millions, except shares and per share data)Net sales

$
3,755.6


$
2,666.7


$
4,723.7Operating costs and expenses:Cost of goods sold


3,412.9



2,394.1



4,308.1Operating expenses


229.5



219.0



240.8Insurance proceeds  business interruption


(12.8
)


(64.1
)


Property damage insurance, net


(4.0
)


(40.3
)


Impairment of goodwill






7.0



11.2General and administrative expenses


59.0



64.3



57.0Depreciation and amortization


61.1



52.4



41.3Loss (gain) on sales of assets


0.7



2.9



(6.8
)Total operating costs and expenses


3,746.4



2,635.3



4,651.6Operating income


9.2



31.4



72.1Interest expense


34.1



25.5



23.7Interest income






(0.1
)


(2.1
)Loss from minority investment










7.9Impairment of minority investment


60.0







Gain on debt extinguishment










(1.6
)Other expenses, net






0.6



1.0Total non-operating expenses


94.1



26.0



28.9(Loss) income from continuing operations before income tax
    (benefit) expense


(84.9
)


5.4



43.2Income tax (benefit) expense


(5.0
)


3.1



18.6(Loss) income from continuing operations


(79.9
)


2.3



24.6(Loss) income from discontinued operations, net of tax






(1.6
)


1.9Net (loss) income

$
(79.9
)

$
0.7


$
26.5Basic (loss) earnings per share:(Loss) income from continuing operations

$
(1.47
)

$
0.04


$
0.47(Loss) income from discontinued operations






(0.03
)


0.03Total basic (loss) earnings per share

$
(1.47
)

$
0.01


$
0.50Diluted (loss) earnings per share:(Loss) income from continuing operations

$
(1.47
)

$
0.04


$
0.46(Loss) income from discontinued operations






(0.03
)


0.03Total diluted (loss) earnings per share

$
(1.47
)

$
0.01


$
0.49Weighted average common shares outstanding:Basic


54,264,763



53,693,258



53,675,145Diluted


54,264,763



54,484,969



54,401,747Dividends declared per common share outstanding

$
0.15


$
0.15


$
0.15    F-5




---



##### 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, 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


$
533.8Comprehensive income, net of tax:Net income


















0.7



0.7Unrealized gain on cash flow hedges, net of deferred income tax
    expense of $0.3 million














0.6







0.6Comprehensive income














0.6



0.7



1.3Common stock dividends ($0.15 per share)


















(8.1
)


(8.1
)Stock-based compensation expense










4.0











4.0Exercise of stock-based awards


18,500



















Balance at December 31, 2009


53,700,570


$
0.5


$
281.8


$



$
248.7


$
531.0Net loss


















(79.9
)


(79.9
)Common stock dividends ($0.15 per share)


















(8.4
)


(8.4
)Stock-based compensation expense










3.1











3.1Net settlement of share appreciation rights


638,909







2.6







(5.1
)


(2.5
)Exercise of stock-based awards


63,729



















Balance at December 31, 2010


54,403,208


$
0.5


$
287.5


$



$
155.3


$
443.3    F-6




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2010


2009


2008(In millions)Cash flows from operating activities:Net (loss) income

$
(79.9
)

$
0.7


$
26.5Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


61.1



52.4



41.3Amortization of deferred financing costs


7.1



6.4



4.7Accretion of asset retirement obligations


0.5



0.4



0.7Gain on involuntary conversion of assets


(4.0
)


(40.3
)


Deferred income taxes


(4.6
)


39.8



10.0Loss from minority investment










7.9Loss on interest rate derivative instruments










1.0Loss on sale of investments






0.6



Loss (gain) on sale of assets


0.7



2.9



(6.8
)Gain on sale of assets held for sale






1.1



(0.4
)Impairment of goodwill






7.0



11.2Impairment of minority investment


60.0







Stock-based compensation expense


3.1



4.0



3.7Changes in assets and liabilities, net of acquisitions:Accounts receivable, net


(28.0
)


(31.3
)


73.4Inventory and other current assets


20.9



(46.9
)


58.9Accounts payable and other current liabilities


38.9



137.2



(193.2
)Non-current assets and liabilities, net


(4.8
)


3.8



(10.3
)Net cash provided by operating activities


71.0



137.8



28.6Cash flows from investing activities:Purchases of short-term investments










(472.8
)Sales of short-term investments






5.0



517.2Expenditures to rebuild refinery


(0.2
)


(11.6
)


Property damage insurance proceeds


4.2



51.9



Purchase of property, plant and equipment


(56.8
)


(170.0
)


(102.4
)Proceeds from sale of convenience store assets


8.3



12.5



8.8Proceeds from sale of assets held for sale






9.3



9.8Net cash used in investing activities


(44.5
)


(102.9
)


(39.4
)Cash flows from financing activities:Proceeds from revolvers


815.1



554.9



871.4Payments on revolvers


(739.0
)


(521.1
)


(913.6
)Proceeds from other debt instruments


100.0







35.0Payments on debt and capital lease obligations


(176.4
)


(67.7
)


(62.0
)Proceeds from note payable to related party






65.0



15.0Payments of note payable to related party


(21.0
)






(15.0
)Taxes paid in connection with settlement of share purchase rights


(2.5
)






Dividends paid


(8.4
)


(8.1
)


(8.0
)Deferred financing costs paid


(13.6
)


(4.8
)


(1.7
)Net cash (used in) provided by financing activities


(45.8
)


18.2



(78.9
)Net (decrease) increase in cash and cash equivalents


(19.3
)


53.1



(89.7
)Cash and cash equivalents at the beginning of the period


68.4



15.3



105.0Cash and cash equivalents at the end of the period

$
49.1


$
68.4


$
15.3Supplemental disclosures of cash flow information:Cash paid during the year for:Interest, net of capitalized interest of $0.3 million,
    $1.4 million and $3.4 million in 2010, 2009 and 2008,
    respectively

$
25.1


$
19.1


$
17.8Income taxes

$
1.6


$
1.7


$
5.1    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
  Property, Plant and Equipment
 F-8




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash
    and Cash Equivalents
    Investments
        Accounts
    Receivable
            Inventory
  last-in,
 F-9




---



##### Table of Contents



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


15-50Refinery machinery and equipment


5-40Petroleum and other site (POS) improvements


8-30Building and building improvements


15-40   Other
    Intangible Assets
    Property,
    Plant and Equipment and Other Intangibles
    Impairment
  Intangibles  Goodwill and Other
   F-10




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Minority
    Investment
    Capitalized
    Interest
    Refinery
    Turnaround Costs
    Goodwill
    and Potential Impairment
    Derivatives
  Derivatives and Hedging
 F-11




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    ASC 815-10-45, Derivatives and Hedging  Other Presentation
    Matters 815-10-45),
  Fair
    Value of Financial Instruments
  Financial Instruments
  Fair Value
    Measurements and Disclosure
    Self-Insurance
    Reserves
    Vendor
    Discounts and Deferred Revenue
  ASC 605-50, Revenue Recognition  Customer Payments and
    Incentives,
    Environmental
    Expenditures
  clean-up
 F-12




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Asset
    Retirement Obligations
  right-of-way
    December 31,2010


2009Beginning balance

$
7.0


$
6.6Liabilities settled


(0.2
)


Accretion expense


0.5



0.4Ending balance

$
7.3


$
7.0     Revenue
    Recognition
    ASC 605-45, Revenue Recognition  Principal Agent
    Considerations 605-45).
 F-13




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cost
    of Goods Sold and Operating Expenses
    Sales,
    Use and Excise Taxes
  ASC 605-45.
  Deferred
    Financing Costs
    Advertising
    Costs
    Operating
    Leases
    ASC 840-20, Leases  Operating Leases
  Income
    Taxes
  Income Taxes
   F-14




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings
    Per Share
    December 31,2010


2009


2008Weighted average common shares outstanding


54,264,763



53,693,258



53,675,145Dilutive effect of equity instruments






791,711



726,602Weighted average common shares outstanding, assuming dilution


54,264,763



54,484,969



54,401,747     Stock-Based
    Compensation
  Compensation  Stock Compensation
      Comprehensive
    (Loss) Income
    F-15




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  December 31,2010


2009


2008Net (loss) income

$
(79.9
)

$
0.7


$
26.5Other comprehensive income (loss):Net unrealized gain (loss) on derivative instruments, net of tax
    (benefit) expense of $0.3 million and $(0.6) million
    in 2009 and 2008, respectively






0.6



(0.9
)Comprehensive (loss) income

$
(79.9
)

$
1.3


$
25.6   New
    Accounting Pronouncements
    3.
    Explosion
    and Fire at the Tyler, Texas Refinery         F-16




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Dispositions
    and Assets Held for Sale  Virginia
    Stores
      For the Year EndedDecember 31,2009


2008Inventory

$
0.9


$
1.0Property, plant & equipment, net of accumulated
    depreciation of $4.0 million


10.4



9.4$
11.3


$
10.4       For the Year EndedDecember 31,2009


2008Net sales

$
6.4


$
107.9Operating costs and expenses


(8.0
)


(105.2
)(Loss) gain on sale of assets held for sale


(1.1
)


0.4(Loss) income from discontinued operations before taxes


(2.7
)


3.1Income tax (benefit) expense


(1.1
)


1.2(Loss) income from discontinued operations, net of income taxes

$
(1.6
)

$
1.9  F-17




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  5.
    Inventory    December 31,2010


2009Refinery raw materials and supplies

$
29.5


$
19.3Refinery work in process


31.5



28.6Refinery finished goods


18.9



22.9Retail fuel


20.2



15.1Retail merchandise


28.3



26.6Marketing refined products


8.3



3.9Total inventories

$
136.7


$
116.4       6.
    Minority
    Investment    Investments  Equity Method and Joint
    Ventures
 F-18




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      7.
    Property,
    Plant and Equipment    December 31,2010


2009Land

$
72.8


$
77.2Building and building improvements


178.4



182.4Refinery machinery, marketing equipment and pipelines


412.7



377.0Retail, including petroleum, store equipment and other site
    improvements


115.1



117.4Refinery turnaround costs


47.7



58.1Other equipment


22.1



22.0Construction in progress


37.9



31.4886.7



865.5Less: accumulated depreciation


(206.6
)


(173.5
)$
680.1


$
692.0     At December 31, 2010CorporateRefining


Marketing


Retail


and Other


ConsolidatedProperty, plant and equipment

$
460.4


$
35.5


$
388.6


$
2.2


$
886.7Less: Accumulated depreciation


(73.9
)


(7.5
)


(124.9
)


(0.3
)


(206.6
)Property, plant and equipment, net

$
386.5


$
28.0


$
263.7


$
1.9


$
680.1Depreciation expense

$
33.6


$
1.7


$
24.3


$
0.1


$
59.7   F-19




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  At December 31, 2009CorporateRefining


Marketing


Retail


and Other


ConsolidatedProperty, plant and equipment

$
433.3


$
35.5


$
394.6


$
2.1


$
865.5Less: Accumulated depreciation


(55.5
)


(5.8
)


(112.0
)


(0.2
)


(173.5
)Property, plant and equipment, net

$
377.8


$
29.7


$
282.6


$
1.9


$
692.0Depreciation expense

$
24.9


$
1.7


$
24.4


$
0.1


$
51.1   8.
    Goodwill        Retail


Marketing


TotalBalance, December 31, 2007


80.0



7.5



87.5Acquisitions and adjustments


2.6







2.6Goodwill impairment


(11.2
)






(11.2
)Balance, December 31, 2008


71.4



7.5



78.9Goodwill impairment


(7.0
)






(7.0
)Balance, December 31, 2009


64.4



7.5



71.9Goodwill impairment










Balance, December 31, 2010

$
64.4


$
7.5


$
71.9  F-20




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  9.
    Other
    Intangible Assets  Supply
    Contracts
    December 31,2010


2009Supply contracts

$
12.2


$
12.2Accumulated amortization


(4.7
)


(3.6
)$
7.5


$
8.6   Trademarks
    December 31,2010


2009Trademarks

$
0.7


$
0.7Accumulated amortization


(0.6
)


(0.5
)$
0.1


$
0.2     Non-Compete
    Agreements
  fifty-mile ten-mile
  December 31,2010


2009Non-compete agreements

$
1.3


$
1.0Accumulated amortization


(1.0
)


(0.9
)$
0.3


$
0.1    F-21




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  10.
    Long-Term
    Obligations and Short-Term Notes Payable    December 31,


December 31,2010


2009MAPCO Revolver

$
122.1


$
Senior secured credit facility  revolver






32.4Senior secured credit facility  term loan






81.4Fifth Third Revolver


29.0



42.5Promissory notes


144.0



160.0Capital lease obligations


0.7



0.8295.8



317.1Less: Current portion of long-term debt, notes payable and
    capital lease obligations


14.1



82.7$
281.7


$
234.4     2011


2012


2013


2014


2015


Thereafter


TotalMAPCO Revolver

$



$



$



$



$
122.1


$



$
122.1Fifth Third Revolver






29.0



















29.0Promissory notes


14.0



60.0



70.0















144.0Capital lease obligations


0.1



0.1



0.1



0.1







0.3



0.7Total

$
14.1


$
89.1


$
70.1


$
0.1


$
122.1


$
0.3


$
295.8   MAPCO
    Revolver
  sub-limit;
  Wells
    ABL
  sub-limit,
 F-22




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fifth
    Third Revolver
  sub-limit
  Reliant
    Bank Revolver
    Promissory
    Notes
     F-23




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Restrictive
    Covenants
      Restricted
    Net Assets
    Letters
    of Credit
    Interest-Rate
    Derivative Instruments
   F-24




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      11.
    Stock-Based
    Compensation  2006
    Long-Term Incentive Plan
        Employment
    Agreements
     F-25




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Option
    and SAR Assumptions
    2010 Grants


2009 Grants


2009 Grants


2009 Grants


2008 Grants(Graded Vesting)


(Graded Vesting)


(Cliff Vesting)


(SARs)


(Graded Vesting)4 Years


3-4 Years


4 Years


4 Years


3-5 YearsExpected Volatility


33.01-60.88%



34.73%-37.78%



35.31%-37.22%



35.39%



33.80%-38.95%Dividend Yield


1.00%



1.00%



1.00%







1.00%Expected Term


6.25 years



6.0-6.25 years



7.0 years



N/A



7.0 yearsRisk Free Rate


0.06%-3.33%



0.06%-3.53%



0.06%-3.53%



0.06%-3.31%



0.11%-3.99%Fair Value


$3.51



$2.85



$0.98



$2.51



$2.48   2008 Grants


2007 Grants


2007 Grants


2006 Grants


2006 Grants(Cliff Vesting)


(Graded Vesting)


(Cliff Vesting)


(Graded Vesting)


(Cliff Vesting)4 Years


3-5 Years


4 Years


3-5 Years


4 YearsExpected Volatility


33.56%-38.19%



31.12%-33.12%



31.20%-32.98%



31.44%-31.96%



31.46%-31.91%Dividend Yield


1.00%



1.00%



1.00%



1.00%



1.00%Expected Term


6.0-6.5 years



6.0 years



7.0 years



6.0-6.5 years



7.0 yearsRisk Free Rate


0.11%-3.99%



3.05%-4.15%



3.05%-4.15%



4.74%-5.02%



4.50%-5.03%Fair Value


$2.01



$7.83



$6.22



$5.91



$4.87  F-26




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    Option and SAR Activity
    Weighted-Weighted-


Average


AggregateNumber of


Average


Contractual


IntrinsicOptions


Exercise Price


Term


Value(Years)


(In millions)Options outstanding, December 31, 2007


3,077,578


$
11.93Granted


357,300


$
17.64Forfeited


(302,162
)

$
19.43Options outstanding, December 31, 2008


3,132,716


$
11.86Granted


1,447,285


$
8.98Exchanged


(1,398,641
)

$
19.35Forfeited


(211,860
)

$
17.60Options outstanding, December 31, 2009


2,969,500


$
6.52Granted


459,400


$
7.36Exercised


(1,319,493
)

$
2.03Forfeited


(240,639
)

$
9.77Options/SARs outstanding, December 31, 2010


1,868,768


$
9.48



7.5


$
0.1Vested options exercisable, December 31, 2010


21,500


$
6.23



9.1


$
     Yemin
    SARs
    Restricted
    Stock Units
   F-27




---



##### Table of Contents



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


AverageRSUs


Grant PriceNon-vested RSUs, December 31, 2007


62,375


$
16.12Granted


4,500


$
11.28Vested


(15,500
)

$
15.76Forfeited


(2,500
)

$
15.15Non-vested RSUs, December 31, 2008


48,875


$
15.84Granted


109,500


$
8.94Vested


(18,500
)

$
15.42Forfeited


(3,250
)

$
15.15Non-vested RSUs, December 31, 2009


136,625


$
10.38Granted


36,500


$
7.84Vested


(64,125
)

$
11.21Non-vested RSUs, December 31, 2010


109,000


$
9.04   Compensation
    Expense Related to Equity-based Awards
      12.
    Segment
    Data       F-28




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      ® ® tm tm ® ®
   F-29




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of and for the Year Ended December 31, 2010Corporate,Other andRefining


Retail


Marketing


Eliminations


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

$
1,678.2


$
1,592.3


$
484.3


$
0.8


$
3,755.6Intercompany marketing fees and sales


5.0







20.1



(25.1
)


Operating costs and expenses:Cost of goods sold


1,546.8



1,405.2



476.7



(15.8
)


3,412.9Operating expenses


101.4



134.7



2.9



(9.5
)


229.5Insurance proceeds  business interruption


(12.8
)














(12.8
)Property damage proceeds, net


(4.0
)














(4.0
)Segment contribution margin

$
51.8


$
52.4


$
24.8


$
1.0



130.0General and administrative expenses


















59.0Depreciation and amortization


















61.1Loss on disposal of assets


















0.7Operating income

















$
9.2Total assets

$
545.1


$
420.6


$
65.2


$
113.7


$
1,144.6Capital spending (excluding business combinations)

$
42.3


$
14.4


$



$
0.1


$
56.8   F-30




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As of and for the Year Ended December 31, 2009Corporate,Other andRefining


Retail


Marketing


Eliminations


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

$
887.7


$
1,421.5


$
356.8


$
0.7


$
2,666.7Intercompany marketing fees and sales


(5.6
)






17.6



(12.0
)


Operating costs and expenses:Cost of goods sold


809.6



1,240.8



349.5



(5.8
)


2,394.1Operating expenses


85.9



138.5



1.2



(6.6
)


219.0Impairment of goodwill






7.0











7.0Insurance proceeds  business interruption


(64.1
)














(64.1
)Property damage proceeds, net


(40.3
)














(40.3
)Segment contribution margin

$
91.0


$
35.2


$
23.7


$
1.1



151.0General and administrative expenses


















64.3Depreciation and amortization


















52.4Loss on disposal of assets


















2.9Operating income

















$
31.4Total assets

$
573.8


$
430.0


$
62.3


$
156.9


$
1,223.0Capital spending (excluding business combinations)

$
155.1


$
14.3


$
0.5


$
0.1


$
170.0   As of and for the Year Ended December 31, 2008Corporate,Other andRefining


Retail(1)


Marketing


Eliminations


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

$
2,105.6


$
1,885.7


$
731.7


$
0.7


$
4,723.7Intercompany marketing fees and sales


(13.8
)






13.8







Operating costs and expenses:Cost of goods sold


1,921.3



1,673.4



721.2



(7.8
)


4,308.1Operating expenses


96.9



142.9



1.0







240.8Impairment of goodwill






11.2











11.2Segment contribution margin

$
73.6


$
58.2


$
23.3


$
8.5



163.6General and administrative expenses


















57.0Depreciation and amortization


















41.3Gain on sales of assets


















(6.8
)Operating income

















$
72.1Total assets

$
348.4


$
464.8


$
55.3


$
148.7


$
1,017.2Capital spending (excluding business combinations)

$
82.9


$
18.6


$
0.9


$



$
102.4  F-31




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (1)
    
    Retail operating results for 2008 have been restated to reflect
    the reclassification of the remaining nine Virginia stores back
    to normal operations.  13.
    Fair
    Value Measurements        and/or
 F-32




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of December 31, 2010Level 1


Level 2


Level 3


TotalLiabilitiesCommodity derivatives






(1.4
)






(1.4
)   ASC 815-10-45,
  14.
    Derivative
    Instruments    
    To limit the exposure to price fluctuations for physical
    purchases and sales of crude oil and finished products in the
    normal course of business; and
    To limit the exposure to floating-rate fluctuations on current
    borrowings.    Swaps
  E-10
   F-33




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Forward
    Fuel Contracts
    Options
    Futures
    Contracts
     F-34




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Interest
    Rate Instruments
    15.
    Income
    Taxes      December 31,2010


2009Current Deferred Taxes:Self-insurance accruals

$
2.8


$
2.7Other accrued reserves


0.3



(0.2
)Valuation allowance


(0.5
)


Total current deferred tax assets


2.6



2.5Non-current Deferred Taxes:Depreciation and amortization


(122.7
)


(104.9
)Net operating loss carryforwards


23.1



2.5Straight-line lease expense


1.7



1.7ASC 718 stock compensation


4.9



4.4ASC 815 derivatives


0.5



0.1Minority investment


27.0



3.4ARO liability


1.3



1.2Deferred revenues


(17.9
)


(17.7
)Environmental reserves


1.2



1.1Tax credit carryforwards


4.9



0.6Other


0.5



Valuation allowance


(30.4
)


(2.9
)Total non-current deferred tax liabilities


(105.9
)


(110.5
)Total net deferred tax liabilities

$
(103.3
)

$
(108.0
)    F-35




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 31,2010


2009


2008Provision for federal income taxes at statutory rate

$
(29.7
)

$
1.9


$
15.1State income taxes, net of federal tax provision


0.5



1.1



1.9Credits


(0.2
)


(0.6
)


(0.3
)Goodwill impairment






0.6



2.8Valuation allowance


24.2







Other items


0.2



0.1



(0.9
)Income tax (benefit) expense

$
(5.0
)

$
3.1


$
18.6     Year Ended December 31,2010


2009


2008Current

$
(0.3
)

$
(35.6
)

$
7.5Deferred


(4.7
)


38.7



11.1$
(5.0
)

$
3.1


$
18.6          F-36




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2015-2030.
        Federal


StateUnrecognized


UnrecognizedBenefit


Benefit


TotalBeginning of period unrecognized benefit

$
0.1


$
0.3


$
0.4Net increase from current period tax positions






0.2



0.2Decreases related to settlements of tax positions










End of period unrecognized benefits

$
0.1


$
0.5


$
0.6         16.
    Commitments
    and Contingencies  Litigation
   F-37




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Self-insurance
        Environmental
    Health and Safety
         F-38




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 2006-1433-AIR-E,
           F-39




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  E-10
      Vendor
    Commitments
    Letters
    of Credit
    Operating
    Leases
   F-40




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2011

$
15.22012


13.62013


12.32014


10.72015


10.2Thereafter


66.7Total future minimum rentals

$
128.7   17.
    Employees  Workforce
    401(k)
    Plan
    18.
    Related
    Party Transactions     F-41




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    out-of-pocket
    19.
    Selected
    Quarterly Financial Data (Unaudited)    For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2010


2010


2010


2010Net sales

$
892.9


$
997.7


$
875.5


$
989.5Operating (loss) income

$
(13.4
)

$
32.4


$
(5.9
)

$
(3.9
)Net (loss) income from continuing operations

$
(14.1
)

$
15.0


$
(9.9
)

$
(70.9
)Basic (loss) earnings per share from continuing operations

$
(0.26
)

$
0.28


$
(0.18
)

$
(1.30
)Diluted (loss) earnings per share from continuing operations

$
(0.26
)

$
0.28


$
(0.18
)

$
(1.30
)   F-42




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2009(1)(2)


2009(1)(2)


2009(2)


2009(Revised)


(Revised)Net sales

$
368.3


$
613.3


$
835.6


$
849.5Operating income (loss)

$
2.7


$
53.0


$
(1.6
)

$
(22.7
)Net (loss) income from continuing operations

$
(1.4
)

$
29.6


$
(4.8
)

$
(21.1
)Basic (loss) earnings per share from continuing operations

$
(0.03
)

$
0.55


$
(0.09
)

$
(0.39
)Diluted (loss) earnings per share from continuing operations

$
(0.03
)

$
0.54


$
(0.09
)

$
(0.39
)     (1)
    
    These amounts have been revised due to a misapplication of
    guidance associated with accounting for lower of cost or market
    (LCM) reserves when using the LIFO method of
    accounting for inventories. We recognized a reversal of a LCM
    reserve in the first quarter of 2009 in the amount of
    $4.8 million ($3.1 million, net of tax). The reversal
    should not have been recognized until the second quarter of 2009
    when the Tyler refinery resumed operations and the related
    inventory was sold. This resulted in an overstatement of
    earnings in the first quarter and an understatement of earnings
    in the second quarter by the same amount. The 2009 annual
    results are not affected by this change.(2)
    
    Having reclassified the nine Virginia stores back to normal
    operations, the results of operations as shown on a quarterly
    basis for all periods above have been restated to reflect the
    results of the nine Virginia stores as income from continuing
    operations.  20.
    Subsequent
    Events  Dividend
    Declaration
   F-43




---



##### Table of Contents



SCHEDULE I
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Balance Sheets  December 31,2010


2009(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
23.0


$
19.3Accounts receivable from subsidiaries


6.2



Interest receivable from subsidiaries


9.1



18.9Income tax receivable


1.0



40.0Other current assets


1.1



0.6Total current assets


40.4



78.8Property, plant and equipment:Property, plant and equipment


2.2



2.1Less: accumulated depreciation


(0.3
)


(0.2
)Property, plant and equipment, net


1.9



1.9Notes receivable from related parties


25.9



113.0Minority investment


71.6



131.6Investment in subsidiaries


394.5



348.8Deferred tax asset


3.5



3.4Other non-current assets


0.3



0.2Total assets

$
538.1


$
677.7LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$



$
0.5Accounts payable to subsidiaries






30.5Note payable to related party






65.0Current portion of long-term debt and capital lease obligations


6.0



8.0Accrued expenses and other current liabilities


0.6



0.5Total current liabilities


6.6



104.5Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


44.0



42.0Note payable to related party


44.0



Other non-current liabilities


0.2



0.2Total non-current liabilities


88.2



42.2Shareholders 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, 54,403,208 and 53,700,570 shares issued and
    outstanding at December 31, 2010 and 2009, respectively


0.5



0.5Additional paid-in capital


287.5



281.8Retained earnings


155.3



248.7Total shareholders equity


443.3



531.0Total liabilities and shareholders equity

$
538.1


$
677.7   Form 10-K
 F-44




---



##### Table of Contents



SCHEDULE I  (Continued)
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Statements of Operations
  Year Ended December 31,2010


2009


2008(In millions, except shares and per share data)Net sales

$



$



$
Operating costs and expenses:Cost of goods sold






(0.5
)


(7.8
)General and administrative expenses


11.4



12.3



8.9Depreciation and amortization


0.1



0.1



0.1Total operating costs and expenses


11.5



11.9



1.2Operating loss


(11.5
)


(11.9
)


(1.2
)Interest expense


2.7



3.1



6.4Interest income






(0.1
)


(1.2
)Net interest income from related parties


(2.5
)


(6.4
)


(5.6
)Loss (earnings) from investment in subsidiaries(1)


8.8



(7.9
)


(30.2
)Loss from minority investment










7.9Impairment of minority investment


60.0







Other expenses, net






0.5



Total non-operating expense (income)


69.0



(10.8
)


(22.7
)(Loss) income before income tax expense


(80.5
)


(1.1
)


21.5Income tax benefit


(0.6
)


(3.4
)


(3.4
)Net (loss) income

$
(79.9
)

$
2.3


$
24.9     (1)
    
    The earnings from investment in subsidiaries for the year ended
    December 31, 2009 includes a gain on extinguishment of debt
    of $1.6 million that was recognized in consolidation for
    the year ended December 31, 2008. The debt was extinguished
    by the consolidated entity in 2008; however, on a separate
    company basis, the extinguishment was not recognized by our
    subsidiary until 2009.  Form 10-K
 F-45




---



##### Table of Contents



SCHEDULE I  (Continued)
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Statements of Cash Flows
  Year Ended December 31,2010


2009


2008(In millions)Cash flows from operating activities:Net (loss) income

$
(79.9
)

$
2.3


$
24.9Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation and amortization


0.1



0.1



0.1Amortization of deferred financing costs


0.3



0.5



0.8Deferred income taxes


(0.1
)


(1.7
)


(1.3
)Loss from equity method investment










7.9Impairment of equity method investment


60.0







Stock-based compensation expense


0.2



0.2



0.4Loss (income) from subsidiaries


8.8



(7.9
)


(30.2
)Changes in assets and liabilities, net of acquisitions:Accounts receivable, net






0.4



(0.4
)Inventories and other current assets


38.5



(33.4
)


16.4Receivables and payables from subsidiaries


(26.9
)


22.8



(20.7
)Accounts payable and other current liabilities


(0.4
)


0.4



(0.2
)Non-current assets and liabilities, net


(0.1
)


6.6



(6.4
)Net cash provided by (used in) operating activities


0.5



(9.7
)


(8.7
)Cash flows from investing activities:Purchases of short-term investments










(11.3
)Sales of short-term investments










28.0Purchase of property, plant and equipment


(0.1
)


(0.1
)


Investment in subsidiaries


(68.3
)


(15.2
)


(12.0
)Dividends from subsidiaries


16.7



3.0



21.5Net repayments (proceeds) of notes receivable from subsidiaries


87.1



35.2



(71.2
)Net cash provided by (used in) investing activities


35.4



22.9



(45.0
)Cash flows from financing activities:Proceeds from revolver


36.0



68.5



11.0Repayments on revolver


(36.0
)


(75.0
)


(4.5
)Proceeds from note payable to related party






65.0



Repayment on note payable to subsidiary


(21.0
)


(17.3
)


(6.5
)Proceeds from other debt instruments


50.0







20.0Repayments on other debt instruments


(50.0
)


(27.7
)


(20.0
)Taxes paid in connection with settlement of share purchase rights


(2.5
)






Dividends paid


(8.4
)


(8.1
)


(8.0
)Deferred financing costs paid


(0.3
)


(0.2
)


(0.6
)Net cash (used in) provided by financing activities


(32.2
)


5.2



(8.6
)Net increase (decrease) in cash and cash equivalents


3.7



18.4



(62.3
)Cash and cash equivalents at the beginning of the period


19.3



0.9



63.2Cash and cash equivalents at the end of the period

$
23.0


$
19.3


$
0.9Non-cash investing activity:Forgiveness of note receivable from related party

$
67.8


$



$
   Form 10-K
 F-46




---



##### 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, 2009 by and between
    Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by
    reference to Exhibit 10.2 to the Companys Form 10-Q filed
    on November 6, 2009)10
.2*

Termination dated May 12, 2010 of Amended and Restated
    Consulting Agreement with Greenfeld-Energy Consulting, Ltd.
    dated April 11, 2006 (incorporated by reference to Exhibit 10.3
    to the Companys Form 10-Q filed on August 6, 2010)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+

Resignation, Waiver, Consent and Appointment Agreement dated
    September 1, 2009 by and between Fifth Third Bank, N.A., Lehman
    Commercial Paper, Inc. and MAPCO Express, Inc. (incorporated by
    reference to Exhibit 10.3 to the Companys Form 10-Q filed
    on November 6, 2009)10
.5(a)+

Second Amended and Restated Credit Agreement dated as of
    December 10, 2009 between MAPCO Express, Inc. as borrower, Fifth
    Third Bank as arranger and administrative agent, Bank Leumi USA
    as co-administrative agent, SunTrust Bank as syndication agent
    and the lenders from time to time parties thereto (incorporated
    by reference to Exhibit 10.5(k) to the Companys Form 10-K
    filed on March 12, 2010)10
.5(b)+

First Amendment dated December 23, 2010 to Second Amended and
    Restated Credit Agreement dated as of December 10, 2009 between
    MAPCO Express, Inc. as borrower, Fifth Third Bank as arranger
    and administrative agent, Bank Leumi USA as co-administrative
    agent, SunTrust Bank as syndication agent and the lenders from
    time to time parties thereto (incorporated by reference to
    Exhibit 99.2 to the Companys Form 8-K filed on December
    29, 2010)10
.6

Credit Agreement dated February 23, 2010 by and between Delek
    Refining, Ltd. As borrower and a consortium of lenders including
    Wells Fargo Capital Finance, LLC as administrative agent
    (incorporated by reference to Exhibit 99.2 to the Companys
    Form 8-K filed on February 25, 2010)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)




---



##### Table of Contents



Exhibit No.

Description10
.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
.7(f)+

Modification and Extension of Pipeline Capacity Lease Agreement
    dated March 31, 2009 between Delek Crude Logistics, LLC and
    Plains Marketing L.P. (incorporated by reference to Exhibit 10.1
    to the Companys Form 10-Q filed on May 11, 2009)10
.8*

Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (as
    amended through May 4, 2010) (incorporated by reference to
    Exhibit 10.1 to the Companys Form 10-Q filed on May 7,
    2010)10
.8(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
.8(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
.8(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
.8(d)*

Director Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Appreciation Rights Agreement (incorporated
    by reference to Exhibit 10.5 to the Companys Form 10-Q
    filed on August 6, 2010)10
.8(e)*

Employee Form of Delek US Holdings, Inc. 2006 Long-Term
    Incentive Plan Stock Appreciation Rights Agreement (incorporated
    by reference to Exhibit 10.4 to the Companys Form 10-Q
    filed on August 6, 2010)10
.9

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
.10

Replacement Promissory Note I in the principal amount of
    $20,000,000 dated October 5, 2010 by and between Delek Finance,
    Inc. and Israel Discount Bank of New York (incorporated by
    reference to Exhibit 10.4 to the Companys Form 10-Q filed
    on November 5, 2010)10
.10(a)

Replacement Promissory Note II in the principal amount of
    $30,000,000 dated October 5, 2010 by and between Delek Finance,
    Inc. and Israel Discount Bank of New York (incorporated by
    reference to Exhibit 10.5 to the Companys Form 10-Q filed
    on November 5, 2010)10
.11

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
.11(a)

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 issuer (incorporated
    by reference to Exhibit 10.13(d) to the Companys Form 10-K
    filed on March 9, 2009)10
.11(b)

Second Amendment dated March 31, 2009 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 issuer (incorporated
    by reference to Exhibit 10.2 to the Companys Form 10-Q
    filed on May 11, 2009)10
.12

Promissory Note in the principal amount of $50,000,000 dated
    November 2, 2010 by and between Delek US Holdings, Inc., and
    Bank Leumi USA as lender (incorporated by reference to Exhibit
    10.6 to the Companys Form 10-Q filed on November 5, 2010)10
.12(a)

Letter agreement dated June 23, 2009 between Delek US Holdings,
    Inc. and Bank Leumi USA (incorporated by reference to Exhibit
    10.4 to the Companys Form 10-Q filed on August 7, 2009)10
.13

Term Promissory Note dated September 29, 2009 in the principal
    amount of $65,000,000 between Delek US Holdings, Inc. and Delek
    Petroleum, Ltd. (incorporated by reference to Exhibit 10.4 to
    the Companys Form 10-Q filed on November 6, 2009)




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##### Table of Contents



Exhibit No.

Description10
.13(a)

Amended and Restated Term Promissory Note dated September 28,
    2010 in the principal amount of $44,000,000 between Delek US
    Holdings, Inc. and Delek Petroleum, Ltd. (incorporated by
    reference to Exhibit 10.3 to the Companys Form 10-Q filed
    on November 5, 2010)10
.14*

Employment Agreement dated May 1, 2009 by and between Delek US
    Holdings, Inc. and Assaf Ginzburg (incorporated by reference to
    Exhibit 10.1 to the Companys Form 10-Q filed on August 7,
    2009)10
.15*

Employment Agreement dated May 1, 2009 by and between Delek US
    Holdings, Inc. and Frederec Green (incorporated by reference to
    Exhibit 10.2 to the Companys Form 10-Q filed on August 7,
    2009)10
.16*

Employment Agreement dated June 10, 2009 by and between MAPCO
    Express, Inc. and Igal Zamir (incorporated by reference to
    Exhibit 10.3 to the Companys Form 10-Q filed on August 7,
    2009)10
.16(a)*

Special Bonus Acknowledgement dated August 9, 2010 between Igal
    Zamir and MAPCO Express, Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Form 10-Q filed on November
    5, 2010)10
.17*

Employment Agreement dated August 25, 2009 by and between Delek
    US Holdings, Inc. and Mark B. Cox (incorporated by reference to
    Exhibit 10.1 to the Companys Form 10-Q filed on November
    6, 2009)10
.17(a)*

Special Bonus Acknowledgement dated May 4, 2010 between Mark B.
    Cox and Delek US Holdings, Inc. (incorporated by reference to
    Exhibit 10.2 to the Companys Form 10-Q filed on August 6,
    2010)10
.18*

Letter agreement between Edward Morgan and Delek US Holdings,
    Inc. dated April 17, 2009 (incorporated by reference to Exhibit
    10.3 to the Companys Form 10-Q filed on May 11, 2009)10
.19*

Letter agreement between Lynwood E. Gregory, III and Delek
    US Holdings, Inc. dated February 24, 2011 (incorporated by
    reference to Exhibit 99.3 to the Companys Form 8-K filed
    on February 25, 2010)10
.20+

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)10
.20(a)+

First Amendment dated August 18, 2010 to the Distribution
    Service Agreement dated December 28, 2007 by and between MAPCO
    Express, Inc. and Core-Mark International, Inc. (incorporated by
    reference to Exhibit 10.2 to the Companys Form 10-Q filed
    on November 5, 2010)10
.21*

Form of 409A Addendum (incorporated by reference to Exhibit 10.1
    to the Companys Form 10-Q filed on August 6, 2010)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 was requested and granted pursuant to
    Rule 24b-2
    of the Securities Exchange Act, with respect to certain portions
    of this exhibit. Omitted portions have been filed separately
    with the Securities and Exchange Commission.++
    
    Confidential treatment was requested and granted pursuant to
    Rule 406 of the Securities Act, and an extension of such
    confidential treatment was requested and granted pursuant to
    Rule 24b-2
    of the Securities Exchange Act, with respect to certain portions
    of this exhibit. Omitted portions have been filed separately
    with the Securities and Exchange Commission.




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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/  Mark
    Cox        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 11, 2011:




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##### Table of Contents



*By:
    /s/  Mark
    Cox   Attorney-in-Fact