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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,
    2009ORo

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

52-2319066(State or other jurisdiction
    of

(I.R.S. employerincorporation or
    organization)

identification no.)7102 Commerce Way
    Brentwood, Tennessee

37027(Address of principal executive
    offices)

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

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

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




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


35Item 4.


Reserved


35PART IIItem 5.


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


35Item 6.


Selected Financial Data


38Item 7.


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


42Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


66Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


67Item 9A.


Controls and Procedures


67Item 9B.


Other Information


69PART IIIItem 10.


Directors, Executive Officers of the Registrant
    and Corporate Governance


69Item 11.


Executive Compensation


69Item 12.


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


69Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


69Item 14.


Principal Accounting Fees and Services


70PART IVItem 15.


Exhibits and Financial Statement Schedules


71SignaturesEX-10.5EX-10.5.AEX-10.5.BEX-10.5.CEX-10.5.DEX-10.5.EEX-10.5.FEX-10.5.GEX-10.5.HEX-10.5.IEX-10.5.JEX-10.5.KEX-10.6EX-10.6.AEX-10.6.DEX-10.6.EEX-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


27.3
%West Texas intermediate crude oil(1)


66.2
%West Texas sour crude oil


6.5
%     (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
    54.9% of our refinerys production. The refinery produces
    two grades of conventional gasoline (premium  93
    octane and regular  87 octane), as well as aviation
    gasoline. Effective January 1, 2008, we began offering
    E-10
    products which contain 90% conventional fuel and 10% ethanol.
    Diesel/jet fuels.  Diesel and jet fuel products
    accounted for approximately 36.7% of our refinerys
    production. Diesel and jet fuel products include military
    specification JP8, commercial jet fuel, low sulfur 6




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diesel, and ultra low sulfur diesel. Since September 2006, the
    refinery has produced primarily ultra low sulfur diesel.  
    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 31,2009(1)


2008(1)


2007Bpd


%


Bpd


%


Bpd


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


46,053



85.6
%


46,468



81.6
%


49,711



88.5
%Sour


3,251



6.0



5,215



9.2



4,149



7.4Total crude


49,304



91.6



51,683



90.8



53,860



95.9Other blendstocks(2)


4,498



8.4



5,239



9.2



2,303



4.1Total refinery throughput


53,802



100.0
%


56,922



100.0
%


56,163



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


28,707



54.9
%


30,346



54.4
%


29,660



54.3
%Diesel/jet


19,206



36.7



20,857



37.4



20,010



36.6Petrochemicals, LPG, NGLs


2,064



3.9



1,963



3.5



2,142



3.9Other


2,350



4.5



2,607



4.7



2,848



5.2Total production


52,327



100.0
%


55,773



100.0
%


54,660



100.0
%     (1)
    
    The 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 refinery was operational in 2009 and
    2008, respectively.(2)
    
    Includes denatured ethanol.(3)
    
    Includes
    E-10 product.  Capital Improvements.
  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. 7




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
    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 2013.  Gasoline
    Hydrotreater
    Kerosene
    Merox Unit
    Storage Capacity. and/or
  Supply and Distribution. and/or
    E-10
  Competition.
 8




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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  rights-of-way.
  Supply Agreements.
 9




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Customers. 100-mile
  Competition.
  Retail
    Segment
  ® ® tm tm ® ® ®  made-to-order
   10




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Company-Operated Stores.
  ® ® ® ® E-10
  Fuel Operations.
  Year Ended December 31,2009

2008(1)

2007(1)Number of stores (end of period)


442



467



470Average number of stores (during period)


459



467



443Retail fuel sales (thousands of gallons)


434,159



435,665



442,393Average retail gallons per average number of stores (thousands
    of gallons)


946



933



999Retail fuel margin (cents per gallon)

$
0.136


$
0.198


$
0.144     (1)
    
    All numbers in this table reflect only continuing operations.     11




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Merchandise Operations.
  Year Ended December 31,2009(1)

2008(1)

2007(1)Comparable store merchandise sales change (year over year)


0.4
%


(6.6
)%


1.2
%Merchandise margin


30.9
%


31.7
%


31.7
%Merchandise profit as a percentage of total margin


66.0
%


57.8
%


65.4
%     (1)
    
    All numbers in this table reflect only continuing operations.  Coca-Cola ® ® ®
  Technology and Store Automation.
  tm
    
    pricing fuel at individual stores on a daily basis, taking into
    account competitors prices, competitors historical
    behavior, daily changes in cost and the impact of pricing on
    in-store merchandise sales;
    allowing us to determine on a daily basis negative sales trends;
    for example, merchandise categories that are below budget or
    below the prior periods results; and
    integrating our security video with our point of sales
    transaction log in a searchable database that allows us to
    search for footage related to specific transactions enabling the
    identification of potentially fraudulent transactions and
    providing examples through which to train our employees.  Dealer-Operated Stores.
  Competition. store-by-store
 12




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Minority
    Investment
  Form 10-K
  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 Industry
  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;
    utilization rates of refineries worldwide;
    development and marketing of alternative and competing fuels
    such as ethanol;
    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 our 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.
         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.
      cap-and-trade cap-and-trade cap-and-trade
   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.
    A
    terrorist attack on our assets, or threats of war or actual war,
    may hinder or prevent us from conducting our
    business.
     19




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Increased
    consumption of renewable fuels could lead to a decrease in fuel
    prices and/or a reduction in demand for refined
    fuels.
  E-10
  Risks
    Relating to Our Business
  We are
    particularly vulnerable to disruptions to our refining
    operations, because our refining operations are concentrated in
    one facility.
    General
    economic conditions and the current financial crisis may
    adversely affect our business, operating results and financial
    condition.
     20




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The
    costs, scope, timelines and benefits of our refining projects
    may deviate significantly from our original plans and
    estimates.
  and/or and/or
  Due to
    the concentration of our stores in the southeastern United
    States, an economic downturn in that region could cause our
    sales and the value of our assets to decline.
    The
    dangers inherent in our operations could cause disruptions and
    expose us to potentially significant costs and
    liabilities.
        and/or
 21




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From
    time to time, our cash needs may exceed our internally generated
    cash flow, and our business could be materially and adversely
    affected if we are not able to obtain the necessary funds from
    financing activities.
      Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to service our debt and lease obligations,
    thereby reducing the availability of our cash flow to fund
    working capital, capital expenditures and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    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.     22




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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.    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
    in the supply and delivery of crude oil may affect our refining
    interests and limitations in systems for the delivery of crude
    oil may inhibit the growth of our refining
    interests.
   23




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Our
    insurance policies do not cover all losses, costs or liabilities
    that we may experience, and insurance companies that currently
    insure companies in the energy industry may cease to do so or
    substantially increase premiums.
        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; 24




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
    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;
    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.
   25




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We may
    incur significant costs and liabilities in connection with site
    contamination, new environmental regulations and prior
    non-compliance with air emission 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.
    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.
   26




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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.
    We may
    seek to grow by opening new retail fuel and convenience stores
    in new geographic areas, which may present operational and
    competitive challenges.
    
    select, and compete successfully in, new markets;
    obtain suitable sites at acceptable costs;
    realize an acceptable return on the cost of capital invested in
    new facilities;
    hire, train, and retain qualified personnel;
    integrate new retail fuel and convenience stores into our
    existing distribution, inventory control, and information
    systems;
    expand relationships with our suppliers or develop relationships
    with new suppliers; and
    secure adequate financing, to the extent required.   27




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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.
      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 our refinery workforce is unionized, and
    we may face labor disruptions that would interfere with our
    operations.
   28




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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.
      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.
   29




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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.
   30




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If we
    are, or become, a U.S. real property holding corporation,
    special tax rules may apply to a sale, exchange or other
    disposition of common stock and
    non-U.S.
    holders may be less inclined to invest in our stock as they may
    be subject to U.S. federal income tax in certain
    situations.
  non-U.S. holder non-U.S. holder non-U.S. holder
  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; and
    the other factors described in these Risk Factors. 31




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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. 32




---



##### Table of Contents



Our
    controlling stockholder may have conflicts of interest with
    other stockholders in the future.
    Future
    sales of currently unregistered shares of our common stock could
    depress the price of our common stock.
    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.
   33




---



##### Table of Contents



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







Remaining

RemainingOperated

Number of

Number of

Number of

Lease Term

Lease TermState

Sites

Dealer Sites(1)

Owned Sites

Leased Sites

< 3 Years(2)

> 3 Years(2)Tennessee


239



11



134



110



68



42Alabama


93



39



61



39



20



19Georgia


81



3



46



38



24



14Virginia


9







1



8



2



6Arkansas


13







9



4



3



1Kentucky


3







1



2







2Louisiana


2











2



1



1Mississippi


2







2











Florida






2















Total


442



55



254



203



118



85  34




---



##### Table of Contents



(1)
    
    Includes 40 sites neither owned by nor subleased by us.(2)
    
    Includes options renewable at our discretion; measured as of
    December 31, 2009.    sub-lease
  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    RESERVED  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 Share2008First Quarter

$
20.47


$
12.54


$
0.0375



NoneSecond Quarter

$
14.40


$
8.84


$
0.0375



NoneThird Quarter

$
10.82


$
7.28


$
0.0375



NoneFourth Quarter

$
9.09


$
3.51


$
0.0375



None2009First 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



None    35




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##### Table of Contents



Holders
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
  Purchases of Equity Securities by Affiliated Purchasers(1)Total Number of


Maximum Number ofShares Purchased as


Shares That May YetPart of Publicly


Be Purchased UnderTotal Number of


Average Price


Announced Plans or


the Plans orPeriod

Shares Purchased


Paid Per Share


Programs(2)


Programs10/1/2009  10/31/2009


None



n/a



n/a



n/a11/1/2009  11/30/2009


None



n/a



n/a



n/a12/1/2009  12/31/2009


122,971


$
5.89



n/a



n/aTotal


122,971


$
5.89



n/a



n/a     (1)
    
    The table reflects open market purchases of our common stock by
    Delek Petroleum Ltd., a subsidiary of our controlling
    stockholder, Delek Group, Ltd., and is based upon Delek
    Petroleums filings with the U.S. Securities and Exchange
    Commission. Under Exchange Act Rule 10b-18, Delek Petroleum may
    be deemed to be an affiliated purchaser because it
    is under common control with us. We did not repurchase any
    shares of our common stock during the periods reflected in the
    table.(2)
    
    No purchases reflected in the table were made pursuant to a
    publicly announced plan or program. 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 31,2009


2008(1)


2007(1)


2006(1)(3)(4)


2005(1)(3)(5)(In millions, except share and per share data)Statement of Operations Data:Net sales:Retail

$
1,421.5


$
1,885.7


$
1,672.9


$
1,294.9


$
1,001.0Refining


882.1



2,091.8



1,694.3



1,598.6



930.5Marketing


374.4



745.5



626.6



221.6



Other


(11.3
)


0.7



0.4



0.3



0.4Total net sales


2,666.7



4,723.7



3,994.2



3,115.4



1,931.9Operating costs and expenses:Cost of goods sold


2,394.1



4,308.1



3,539.3



2,734.2



1,643.4Operating expenses


219.0



240.8



213.8



169.0



126.4Insurance proceeds  business interruption


(64.1
)














Property damage proceeds, net


(40.3
)














Impairment of goodwill


7.0



11.2











General and administrative expenses


64.3



57.0



54.1



37.6



22.8Depreciation and amortization


52.4



41.3



32.1



21.8



15.1Loss (gain) on sales of assets


2.9



(6.8
)










(1.6
)Unrealized (gain) loss on forward contract hedging activities(6)










(0.1
)






9.1Total operating costs and expenses


2,635.3



4,651.6



3,839.2



2,962.6



1,815.2Operating income


31.4



72.1



155.0



152.8



116.7Interest expense


25.5



23.7



30.6



24.2



17.4Interest income


(0.1
)


(2.1
)


(9.3
)


(7.2
)


(2.1
)Interest expense to related parties














1.0



3.0Loss from minority investment(2)






7.9



0.8







Gain on extinguishment of debt






(1.6
)










Other expenses, net


0.6



1.0



2.4



0.2



2.5Total non-operating expenses, net


26.0



28.9



24.5



18.2



20.8Income from continuing operations before income taxes


5.4



43.2



130.5



134.6



95.9Income tax expense


3.1



18.6



35.0



43.1



33.6Income from continuing operations


2.3



24.6



95.5



91.5



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


(1.6
)


1.9



0.9



1.5



2.1Net income before cumulative effect of a change in accounting
    policy


0.7



26.5



96.4



93.0



64.4Cumulative effect of a change in accounting policy


















(0.3
)Net income

$
0.7


$
26.5


$
96.4


$
93.0


$
64.1Basic earnings per share:Income from continuing operations

$
0.04


$
0.47


$
1.83


$
1.94


$
1.59(Loss) income from discontinued operations


(0.03
)


0.03



0.02



0.04



0.05Basic earnings per share before cumulative effect of a change in
    accounting policy

$
0.01


$
0.50


$
1.85


$
1.98


$
1.64Cumulative effect of a change in accounting policy


















(0.01
)Basic earnings per share

$
0.01


$
0.50


$
1.85


$
1.98


$
1.63Diluted earnings per share:Income from continuing operations

$
0.04


$
0.46


$
1.81


$
1.91


$
1.59(Loss) income from discontinued operations


(0.03
)


0.03



0.01



0.03



0.05Diluted earnings per share before cumulative effect of a change
    in accounting policy


0.01



0.49


$
1.82


$
1.94


$
1.64Cumulative effect of a change in accounting policy


















(0.01
)Diluted earnings per share

$
0.01


$
0.49


$
1.82


$
1.94


$
1.63Weighted average shares, basic


53,693,258



53,675,145



52,077,893



47,077,369



39,389,869Weighted average shares, diluted


54,484,969



54,401,747



52,850,231



47,915,962



39,389,869Dividends declared per common share outstanding

$
0.15


$
0.15


$
0.54


$
0.04


$
   38




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##### Table of Contents



Year Ended December 31,2009


2008(1)


2007(1)


2006(1)


2005(1)(In millions)Cash Flow Data:Cash flows provided by operating activities

$
137.8


$
28.6


$
179.6


$
109.5


$
148.2Cash flows used in investing activities


(102.9
)


(39.4
)


(221.8
)


(250.7
)


(161.8
)Cash flows provided by (used in) financing activities


18.2



(78.9
)


45.6



180.2



54.1Net increase (decrease) in cash and cash equivalents

$
53.1


$
(89.7
)

$
3.4


$
39.0


$
40.5   December 31,2009

2008(1)

2007(1)

2006(1)

2005(1)(In millions)Balance Sheet Data:Cash and cash equivalents

$
68.4


$
15.3


$
105.0


$
101.6


$
62.6Short-term investments










44.4



73.2



26.6Total current assets


311.6



194.0



468.6



433.3



274.9Property, plant and equipment, net


692.0



586.6



525.5



403.6



249.1Total assets


1,223.0



1,017.2



1,244.3



949.4



606.2Total current liabilities


322.2



186.2



305.0



230.9



175.9Total debt, including current maturities


317.1



286.0



355.2



286.6



268.8Total non-current liabilities


369.8



297.2



426.8



336.3



310.5Total shareholders equity


531.0



533.8



512.5



382.2



119.8Total liabilities and shareholders equity


1,223.0



1,017.2



1,244.3



949.4



606.2     (1)
    
    Operating results for 2008, 2007, 2006 and 2005 have been
    restated to reflect the reclassification of the retail
    segments remaining nine Virginia stores back to normal
    operations.(2)
    
    Beginning October 1, 2008, Delek began reporting its
    investment in Lion Oil using the cost method of accounting. See
    Note 7 of the Consolidated Financial Statements in
    Item 8, Financial Statements and Supplementary Data of this
    Annual Report on
    10-K for
    further information.(3)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(4)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets.(5)
    
    Effective April 29, 2005, we completed the acquisition of
    the Tyler refinery and related assets. We operated the refinery
    for 247 days in 2005. The results of operations of the
    Tyler refinery and related assets are included in our financial
    results from the date of acquisition.(6)
    
    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. 39




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##### Table of Contents



Segment
    Data(1):
  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(3)


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   40




---



##### Table of Contents



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

Retail(2)

Marketing

Eliminations

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

$
1,709.0


$
1,672.9


$
611.9


$
0.4


$
3,994.2Intercompany marketing fees and sales


(14.7
)






14.7







Operating costs and expenses:Cost of goods sold


1,460.2



1,482.2



596.9







3,539.3Operating expenses


82.2



130.1



1.0



0.5



213.8Segment contribution margin

$
151.9


$
60.6


$
28.7


$
(0.1
)


241.1General and administrative expenses


















54.1Depreciation and amortization


















32.1Gain on forward contract activities


















(0.1
)Operating income

















$
155.0Total assets

$
380.9


$
517.9


$
93.5


$
252.0


$
1,244.3Capital spending (excluding business combinations)

$
61.6


$
23.3


$
0.3


$
2.0


$
87.2     (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 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, 2007 and 2006 have been
    restated to reflect the reclassification of the remaining nine
    Virginia stores back to normal operations.(3)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported. 41




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Forward-Looking
    Statements
    and/or
  
    competition;
    changes in, or the failure to comply with, the extensive
    government regulations applicable to our industry segments;
    decreases in our refining margins or fuel gross profit as a
    result of increases in the prices of crude oil, other feedstocks
    and refined petroleum products;
    our ability to execute our strategy of growth through
    acquisitions and transactional risks in acquisitions;
    general economic and business conditions, particularly levels of
    spending relating to travel and tourism or conditions affecting
    the southeastern United States;
    dependence on one 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; 42




---



##### Table of Contents




    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
    other factors discussed under the heading Managements
    Discussion and Analysis and in our other filings with the
    SEC.  and/or
    Overview
  and/or
     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. 44




---



##### Table of Contents




    In May 2009, we resumed full operations at our Tyler refinery.
    In May 2009, we completed a maintenance turnaround and
    significant work on our crude optimization projects. These
    completed projects provide us with a much safer Coke processing
    operation which also has reduced maintenance costs associated
    with decoking.
    Completed the installation of blast resistant buildings for area
    control rooms at the Tyler refinery.
    Re-imaged 22 store sites in Retail in our continued effort to
    improve our MAPCO brand.
    Amended and extended the maturity date on $45.0 million of
    term loan debt and $108.0 million revolving credit facility
    to ensure continued access to sufficient liquidity for our
    operating businesses.
    During 2009, we paid dividends totaling approximately
    $8.1 million to our shareholders.  Market
    Trends
           45




---



##### Table of Contents



Factors
    Affecting Comparability
    
    The explosion and fire at the Tyler refinery on
    November 20, 2008, which shut down operations at the
    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;
    the purchase of 107 retail fuel and convenience stores from
    Calfee Company of Dalton, Inc. in April 2007 (the Calfee
    stores);
    the purchase from existing shareholders of a 34.6% minority
    interest investment in Lion Oil Company in August and September
    2007; and
    the receipt of $40.3 million of property damage insurance
    proceeds, net of expenses, due to the November 20, 2008
    explosion and fire at the Tyler refinery.  Results
    of Operations
  Consolidated
    Results of Operations  Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
             46




---



##### Table of Contents



Consolidated
    Results of Operations  Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
     47




---



##### Table of Contents



Form 10-K
       48




---



##### Table of Contents



Operating
    Segments
    Refining
    Segment
    Year Ended December 31,2009


2008


2007Days operated in period(1)


228



324



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


51,823



56,609



54,282Products manufactured (average barrels per day)(1):Gasoline


28,707



30,346



29,660Diesel/jet


19,206



20,857



20,010Petrochemicals, LPG, NGLs


2,064



1,963



2,142Other


2,350



2,607



2,848Total production


52,327



55,773



54,660Refinery throughput (average barrels per day)(1):Crude oil


49,304



51,683



53,860Other feedstocks


4,498



5,239



2,303Total refinery throughput


53,802



56,922



56,163Per barrel of sales(2):Refining operating margin(3)

$
6.14


$
9.29


$
11.82Refining operating margin excluding intercompany marketing
    fees(4)


7.07



10.05



12.56Direct operating expenses(5)


7.28



5.28



4.15Pricing statistics (average for the period presented)(1):WTI  Cushing crude oil (per barrel)

$
71.22


$
106.95


$
72.44U.S. Gulf Coast 5-3-2 crack spread (per barrel)


5.97



11.13



13.04U.S. Gulf Coast unleaded gasoline (per gallon)


1.87



2.69



2.05Ultra low sulfur diesel (per gallon)


1.85



3.11



2.14Natural gas (per MMBTU)


3.71



9.22



7.12     (1)
    
    The 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 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 refinery. Information is calculated based on the
    number of days the 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. 49




---



##### Table of Contents



(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 $11.0 million, $13.8 million and $14.7 million
    in the years ended December 31, 2009, 2008 and 2007,
    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, 2009 versus the Year Ended December 31,
    2008
              Refining
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
   50




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##### Table of Contents



Marketing
    Segment
    Year Ended December 31,2009


2008


2007Days operated in period


365



366



365Products sold (average barrels per day):Gasoline


6,777



7,980



8,166Diesel/jet


6,552



8,517



9,651Other


49



60



106Total Sales


13,378



16,557



17,923Direct operating expenses (per barrel of sales)

$
0.25


$
0.17


$
0.15   Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
   51




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##### Table of Contents



Marketing
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
          Retail
    Segment
    Year Ended December 31,2009

2008

2007Number of stores (end of period)


442



467



470Average number of stores


459



467



443Retail fuel sales (thousands of gallons)


434,159



435,665



442,393Average retail gallons per average number of stores (in
    thousands)


946



933



999Retail fuel margin ($ per gallon)

$
0.136


$
0.198


$
0.144Merchandise sales (in millions)

$
385.6


$
387.4


$
392.8Merchandise margin %


30.9
%


31.7
%


31.7
%Credit expense (% of gross margin)


8.6
%


9.0
%


8.6
%Merchandise and cash over/short (% of net sales)


0.2
%


0.2
%


0.3
%Operating expenses/merchandise sales plus total gallons


16.3
%


16.7
%


15.0
%  52




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##### Table of Contents



Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2009 versus the Year Ended December 31,
    2008
              Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2008 versus the Year Ended December 31,
    2007
           53




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##### Table of Contents



Liquidity
    and Capital Resources
      Cash
    Flows
    Year Ended December 31,2009


2008


2007(In millions)Cash Flow Data:Cash flows provided by operating activities

$
137.8


$
28.6


$
179.6Cash flows used in investing activities


(102.9
)


(39.4
)


(221.8
)Cash flows provided by (used in) financing activities


18.2



(78.9
)


45.6Net increase (decrease) in cash and cash equivalents

$
53.1


$
(89.7
)

$
3.4   Cash
    Flows from Operating Activities
     54




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##### Table of Contents



Cash
    Flows from Investing Activities
        Cash
    Flows from Financing Activities
      Cash
    Position and Indebtedness
      December 31,2009(In millions)Senior secured credit facility  term loan

$
81.4Senior secured credit facility  revolver


32.4Fifth Third revolver


42.5Promissory notes


160.0Capital lease obligations


0.8317.1Less: Current portion of long-term debt, notes payable and
    capital lease obligations


82.7Total long-term debt

$
234.4  55




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##### Table of Contents



Senior
    Secured Credit Facility
         56




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##### Table of Contents



SunTrust
    ABL Revolver
  sub-limit
   57




---



##### Table of Contents



Form 10-K.
  Fifth
    Third Revolver
  sub-limit sub-limit
   58




---



##### Table of Contents



Lehman
    Credit Agreement
    Promissory
    Notes
     59




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##### Table of Contents



Reliant
    Bank Revolver
   60




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##### Table of Contents



Capital
    Spending
    Year Ended December 31,2010 Budget


2009 ActualRefining:Sustaining maintenance, including turnaround activities

$
4.7


$
52.5Regulatory


32.8



18.4Saturates Gas Plant rebuild






49.3Discretionary projects


3.2



34.9Refining segment total


40.7



155.1Marketing:Discretionary projects






0.5Marketing segment total






0.5Retail:Sustaining maintenance


6.3



3.8Growth/profit improvement


5.7



3.1Store enhancements


6.0



5.1Re-image/builds






2.3Retail segment total


18.0



14.3Other






0.1Total capital spending

$
58.7


$
170.0     Refining
    Capital Improvements
    Crude
    Optimization Projects
  Deep Cut Project.
 61




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##### Table of Contents



Coker Valve Project.
  FCC Reactor Revamp.
  MSAT II
    Compliance Project
    Maintenance
    Shop and Warehouse Relocation Project
    and/or
  Contractual
    Obligations and Commitments
    <1 Year


1-3 Years


3-5 Years


>5 Years


TotalLong term debt, notes payable and capital lease obligations

$
82.7


$
233.8


$
0.2


$
0.4


$
317.1Interest(1)


18.3



8.3



0.1



0.6



27.3Operating lease commitments(2)


14.0



20.0



10.4



13.9



58.3Capital project commitments(3)






2.2











2.2Total

$
115.0


$
264.3


$
10.7


$
14.9


$
404.9     (1)
    
    Includes expected interest payments on debt outstanding under
    credit facilities in place at December 31, 2009. Variable
    interest is calculated using December 31, 2009 rates. 62




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##### Table of Contents



(2)
    
    Amounts reflect future estimated lease payments under operating
    leases having remaining non-cancelable terms in excess of one
    year as of December 31, 2009.(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,
      Long-lived
    Asset Recovery
    Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
   63




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##### Table of Contents



Goodwill
    and Potential Impairment
  Form 10-K
  Vendor
    Discounts and Deferred Revenue
  605-50, Revenue Recognition  Customer Payments and
    Incentives,
    Environmental
    Expenditures
  clean-up
   64




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##### Table of Contents



New
    Accounting Pronouncements
    other-than-temporary
           65




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##### Table of Contents



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
       66




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##### Table of Contents



Interest
    Rate Risk
  3-month
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e))
 67




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##### Table of Contents



Rules 13a-15 15d-15 Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
              Report of
    Independent Registered Public Accounting Firm
  page F-1.
  page F-1.
 68




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
      ITEM 9B.
    OTHER
    INFORMATION    PART III  ITEM 10.
    Directors,
    Executive Officers And Corporate Governance    Regulation S-K Regulation S-K Regulation S-K
  ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Owners and Management and Related
    Stockholder Matters    ITEM 13.
    Certain
    Relationships and Related Transactions and Director
    Independence    Regulation S-K
 69




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##### Table of Contents



ITEM 14.
    Principal
    Accounting Fees and Services    December 31,2009


2008Audit fees(1)

$
1,568,558


$
1,931,279Audit-related fees(2)


303,426



105,975Tax fees(3)






18,835All other fees






Total

$
1,871,984


$
2,056,089     (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, 2009 and
    December 31, 2008 regardless of when the fees and expenses
    were paid.(2)
    
    Fees for audit-related matters billed in 2009 and 2008 consisted
    of agreed upon procedures for us and our subsidiaries,
    procedures related to regulatory filings of our parent, and
    consultations on various accounting and reporting areas.(3)
    
    Fees for tax services billed in 2009 and 2008 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.
 70




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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*

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

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

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

Amended and Restated Credit Agreement, dated as of
    April 28, 2005, among MAPCO Express, Inc., MAPCO Family
    Centers, Inc., the several lenders from time to time party to
    the Agreement, Lehman Brothers Inc., SunTrust Bank, Bank Leumi
    USA and Lehman Commercial Paper Inc. (superseded by
    Exhibit 10.5(k))10
.5(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of August 18, 2005, among MAPCO Express, Inc., MAPCO
    Family Centers, Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Lehman Brothers Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper Inc. (superseded by Exhibit 10.5(k))10
.5(b)

Second Amendment to Amended and Restated Credit Agreement, dated
    as of October 11, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Agreement, Lehman Brothers Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (superseded by Exhibit 10.5(k))10
.5(c)

Third Amendment to Amended and Restated Credit Agreement, dated
    as of December 15, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (superseded by Exhibit 10.5(k))10
.5(d)

Fourth Amendment to Amended and Restated Credit Agreement, dated
    as of April 18, 2006, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers,
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (superseded by Exhibit 10.5(k))10
.5(e)

Fifth Amendment to Amended and Restated Credit Agreement, dated
    as of June 14, 2006, among MAPCO Express, Inc., the several
    banks and other financial institutions or entities from time to
    time parties to the Credit Agreement, Lehman Brothers, Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (superseded by Exhibit 10.5(k)) 71




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##### Table of Contents



Exhibit No.

Description10
.5(f)

Sixth Amendment to Amended and Restated Credit Agreement entered
    into effective July 13, 2006, among MAPCO Express, Inc.,
    the several banks and other financial institutions or entities
    from time to time parties to the Credit Agreement, Lehman
    Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (superseded by Exhibit 10.5(k))10
.5(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (superseded by Exhibit 10.5(k))10
.5(h)

Eighth Amendment to Amended and Restated Credit Agreement
    entered into effective December 3, 2008, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc. (superseded by
    Exhibit 10.5(k))10
.5(i)

Ninth Amendment to the Amended and Restated Credit Agreement
    entered into effective January 28, 2009, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc. (superseded by
    Exhibit 10.5(k))10
.5(j)+++

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.10
.5(k)+++

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.10
.6+++

Second Amended and Restated Credit Agreement, dated as of
    October 13, 2006, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc., various financial institutions, SunTrust
    Bank and The CIT Group/Business Credit, Inc. (superseded by
    Exhibit 10.6(f))10
.6(a)

First Amendment to Second Amended and Restated Credit Agreement,
    dated as of December 15, 2008, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc., various financial institutions,
    SunTrust Bank and The CIT Group/Business Credit, Inc.
    (superseded by Exhibit 10.6(f))10
.6(b)

Letter Agreement (Second Amendment) to Second Amended and
    Restated Credit Agreement, dated as of January 30, 2009,
    among Delek Refining, Ltd., Delek Pipeline Texas, Inc. and
    various financial institutions including SunTrust Bank as
    administrative agent, issuing bank, swingline lender and
    collateral agent (incorporated by reference to
    Exhibit 10.6(d) to the Companys
    Form 10-K
    filed on March 9, 2009) (superseded by
    Exhibit 10.6(f)))10
.6(c)

Third Amendment to Second Amended and Restated Credit Agreement,
    dated as of February 13, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent (incorporated by reference
    to Exhibit 10.6(e) to the Companys
    Form 10-K
    filed on March 9, 2009) (superseded by Exhibit 10.6(f))10
.6(d)+++

Fourth Amendment to Second Amended and Restated Credit
    Agreement, dated as of February 18, 2009, among Delek
    Refining, Ltd., Delek Pipeline Texas, Inc. and various financial
    institutions including SunTrust Bank as administrative agent,
    issuing bank, swingline lender and collateral agent (superseded
    by Exhibit 10.6(f))10
.6(e)

Fifth Amendment to Second Amended and Restated Credit Agreement,
    dated as of June 30, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent (superseded by
    Exhibit 10.6(f))10
.6(f)

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) 72




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##### Table of Contents



Exhibit No.

Description10
.7(a)+

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

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

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

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

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

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

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

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

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

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

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

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

Amended and Restated Term Loan Note, dated December 30,
    2008, in the principal amount of $30,000,000 of Delek Finance,
    Inc., in favor of Israel Discount Bank of New York (incorporated
    by reference to Exhibit 10.12(a) to the Companys
    Form 10-K
    filed on March 9, 2009)10
.13

Amended and Restated Credit Agreement dated December 19,
    2007 by and between Delek Marketing & Supply, LP and
    various financial institutions from time to time party to the
    agreement, as Lenders, and Fifth Third Bank, as Administrative
    Agent and L/C issuer (incorporated by reference to
    Exhibit 10.16(c) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.13(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) 73




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##### Table of Contents



Exhibit No.

Description10
.13(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
.14

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

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
.16

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

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

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

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

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

Fifth Amendment dated December 29, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner (incorporated by reference
    to Exhibit 10.16(e) to the Companys
    Form 10-K
    filed on March 9, 2009)10
.17*

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
.18*

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
.19*

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) 74




---



##### Table of Contents



Exhibit No.

Description10
.20*

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
.21*

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
.22

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

Assignment and Assumption Agreement dated October 9, 2007
    by and between TransMontaigne, Inc., as assignor, Morgan Stanley
    Capital Group, Inc., as assignee, and Delek US Holdings, Inc.
    (incorporated by reference to Exhibit 10.24(a) to the
    Companys
    Form 10-K
    filed on March 3, 2008)10
.23++

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
.24*

Letter agreement dated February 24, 2010 by and between
    Delek US Holdings, Inc. and Lynwood E. Gregory, III
    (incorporated by reference to Exhibit 99.3 to the
    Companys
    Form 8-K
    filed on February 25, 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 has been requested and granted with
    respect to certain portions of this exhibit pursuant to Rule 406
    of the Securities Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission.++
    
    Confidential treatment has been requested and granted with
    respect to certain portions of this exhibit pursuant to Rule
    24b-2 of the Securities Exchange Act. Omitted portions have been
    filed separately with the Securities and Exchange Commission.+++
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission. 75




---



##### 



Delek US
    Holdings, Inc.
    Consolidated Financial Statements
    As of December 31, 2009 and 2008 and
    For Each of the Three Years Ended December 31,
    2009
 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-48     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 31,2009


2008(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
68.4


$
15.3Accounts receivable


76.7



45.4Inventory


116.4



81.2Assets held for sale






13.3Other current assets


50.1



38.8Total current assets


311.6



194.0Property, plant and equipment:Property, plant and equipment


865.5



716.6Less: accumulated depreciation


(173.5
)


(130.0
)Property, plant and equipment, net


692.0



586.6Goodwill


71.9



78.9Other intangibles, net


9.0



10.3Minority investment


131.6



131.6Other non-current assets


6.9



15.8Total assets

$
1,223.0


$
1,017.2LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
192.5


$
68.0Current portion of long-term debt and capital lease obligations


17.7



68.9Notes payable






15.0Note payable to related party


65.0



Accrued expenses and other current liabilities


47.0



34.3Total current liabilities


322.2



186.2Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


234.4



202.1Environmental liabilities, net of current portion


5.3



5.2Asset retirement obligations


7.0



6.6Deferred tax liabilities


110.5



71.1Other non-current liabilities


12.6



12.2Total non-current liabilities


369.8



297.2Shareholders 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, 53,700,570 and 53,682,070 shares issued and
    outstanding at December 31, 2009 and 2008, respectively


0.5



0.5Additional paid-in capital


281.8



277.8Accumulated other comprehensive income






(0.6
)Retained earnings


248.7



256.1Total shareholders equity


531.0



533.8Total liabilities and shareholders equity

$
1,223.0


$
1,017.2    F-4




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##### Table of Contents



Delek US
    Holdings, Inc.
  Consolidated
    Statements of Operations
  Year Ended December 31,2009


2008


2007(In millions, except shares and per share data)Net sales

$
2,666.7


$
4,723.7


$
3,994.2Operating costs and expenses:Cost of goods sold


2,394.1



4,308.1



3,539.3Operating expenses


219.0



240.8



213.8Insurance proceeds  business interruption


(64.1
)






Property damage insurance, net


(40.3
)






Impairment of goodwill


7.0



11.2



General and administrative expenses


64.3



57.0



54.1Depreciation and amortization


52.4



41.3



32.1Loss (gain) on sales of assets


2.9



(6.8
)


Gain on forward contract activities










(0.1
)Total operating costs and expenses


2,635.3



4,651.6



3,839.2Operating income


31.4



72.1



155.0Interest expense


25.5



23.7



30.6Interest income


(0.1
)


(2.1
)


(9.3
)Loss from minority investment






7.9



0.8Gain on debt extinguishment






(1.6
)


Other expenses, net


0.6



1.0



2.4Total non-operating expenses


26.0



28.9



24.5Income from continuing operations before income tax expense


5.4



43.2



130.5Income tax expense


3.1



18.6



35.0Income from continuing operations


2.3



24.6



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


(1.6
)


1.9



0.9Net income

$
0.7


$
26.5


$
96.4Basic earnings per share:Income from continuing operations

$
0.04


$
0.47


$
1.83(Loss) income from discontinued operations


(0.03
)


0.03



0.02Total basic earnings per share

$
0.01


$
0.50


$
1.85Diluted earnings per share:Income from continuing operations

$
0.04


$
0.46


$
1.81(Loss) income from discontinued operations


(0.03
)


0.03



0.01Total diluted earnings per share

$
0.01


$
0.49


$
1.82Weighted average common shares outstanding:Basic


53,693,258



53,675,145



52,077,893Diluted


54,484,969



54,401,747



52,850,231Dividends declared per common share outstanding

$
0.15


$
0.15


$
0.54    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, 2006


51,139,869



0.5



211.9







169.8



382.2Comprehensive income, net of tax:Net income


















96.4



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














0.3







0.3Comprehensive income














0.3



96.4



96.7Common stock dividends ($0.54 per share)


















(28.5
)


(28.5
)Stock-based compensation expense










3.3











3.3Income tax benefit of stock-based compensation expense










3.8











3.8Exercise of stock-based awards


610,034







3.9











3.9Stock issued in connection with purchase of minority investment


1,916,667







51.2











51.2Cumulative effect of adoption of ASC 740


















(0.1
)


(0.1
)Balance at December 31, 2007


53,666,570


$
0.5


$
274.1


$
0.3


$
237.6


$
512.5Comprehensive income, net of tax:Net income


















26.5



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














(0.9
)






(0.9
)Comprehensive income














(0.9
)


26.5



25.6Common stock dividends ($0.15 per share)


















(8.0
)


(8.0
)Stock-based compensation expense










3.7











3.7Exercise of stock-based awards


15,500



















Balance at December 31, 2008


53,682,070


$
0.5


$
277.8


$
(0.6
)

$
256.1


$
533.8Comprehensive 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


$
531.0    F-6




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2009


2008


2007(In millions)Cash flows from operating activities:Net income

$
0.7


$
26.5


$
96.4Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


52.4



41.3



32.1Amortization of deferred financing costs


6.4



4.7



4.9Accretion of asset retirement obligations


0.4



0.7



0.1Gain on involuntary conversion of assets


(40.3
)






Deferred income taxes


39.8



10.0



10.2Loss from minority investment






7.9



0.8Loss on interest rate derivative instruments






1.0



2.4Loss on sale of investments


0.6







Gain on sale of assets


2.9



(6.8
)


Gain on sale of assets held for sale


1.1



(0.4
)


Impairment of goodwill


7.0



11.2



Stock-based compensation expense


4.0



3.7



3.3Income tax benefit of stock-based compensation










(3.8
)Changes in assets and liabilities, net of acquisitions:Accounts receivable, net


(31.3
)


73.4



(35.1
)Inventory and other current assets


(46.9
)


58.9



(19.7
)Accounts payable and other current liabilities


137.2



(193.2
)


84.7Non-current assets and liabilities, net


3.8



(10.3
)


3.3Net cash provided by operating activities


137.8



28.6



179.6Cash flows from investing activities:Purchases of short-term investments






(472.8
)


(3,213.7
)Sales of short-term investments


5.0



517.2



3,242.5Purchase of minority investment










(89.1
)Business combinations, net of cash acquired










(74.6
)Expenditures to rebuild refinery


(11.6
)






Property damage insurance proceeds


51.9







Purchase of property, plant and equipment


(170.0
)


(102.4
)


(87.2
)Proceeds from sale of convenience store assets


12.5



8.8



0.3Proceeds from sale of assets held for sale


9.3



9.8



Net cash used in investing activities


(102.9
)


(39.4
)


(221.8
)Cash flows from financing activities:Proceeds from revolvers


554.9



871.4



473.5Payments on revolvers


(521.1
)


(913.6
)


(468.8
)Proceeds from other debt instruments






35.0



65.0Payments on debt and capital lease obligations


(67.7
)


(62.0
)


(2.0
)Proceeds from note payable to related parties


65.0



15.0



Payments of note payable to related parties






(15.0
)


Proceeds from exercise of stock options










3.9Income tax benefit of stock-based compensation










3.8Dividends paid


(8.1
)


(8.0
)


(28.5
)Deferred financing costs paid


(4.8
)


(1.7
)


(1.3
)Net cash provided by (used in) financing activities


18.2



(78.9
)


45.6Net increase (decrease) in cash and cash equivalents


53.1



(89.7
)


3.4Cash and cash equivalents at the beginning of the period


15.3



105.0



101.6Cash and cash equivalents at the end of the period

$
68.4


$
15.3


$
105.0Supplemental disclosures of cash flow information:Cash paid during the year for:Interest, net of capitalized interest of $1.4 million,
    $3.4 million and $2.1 million in 2009, 2008 and 2007,
    respectively

$
19.1


$
17.8


$
22.1Income taxes

$
1.7


$
5.1


$
34.1Stock issued in connection with acquisition of minority
    investment

$



$



$
51.2    F-7




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes
    to Consolidated Financial Statements
  1.
    General        2.
    Accounting
    Policies  Basis
    of Presentation
      Segment
    Reporting
    Discontinued
    Operations
  Property, Plant and Equipment
 F-8




---



##### Table of Contents



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




---



##### Table of Contents



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


3-5Computer equipment and software


3-10Refinery turnaround costs


4Furniture and fixtures


5-15Retail store equipment


7-15Asset retirement obligation assets


15-50Refinery machinery and equipment


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


8-15Building and building improvements


15-40  F-10




---



##### Table of Contents



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


Marketing


Retail


and Other


ConsolidatedProperty, plant and equipment

$
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   Other
    Intangible Assets
    Property,
    Plant and Equipment and Other Intangibles
    Impairment
  Intangibles  Goodwill and Other
    Capitalized
    Interest
    Refinery
    Turnaround Costs
   F-11




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Goodwill
    and Potential Impairment
    Derivatives
  Derivatives and Hedging
  815-10-45, Derivatives and Hedging  Other Presentation
    Matters 815-10-45),
  Fair
    Value of Financial Instruments
  Financial Instruments
  Fair Value
    Measurements and Disclosure
   F-12




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Self-Insurance
    Reserves
    Vendor
    Discounts and Deferred Revenue
  605-50, Revenue Recognition  Customer Payments and
    Incentives,
    Environmental
    Expenditures
  clean-up
  Asset
    Retirement Obligations
  right-of-way
 F-13




---



##### Table of Contents



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


2008Beginning balance

$
6.6


$
5.3Additional liabilities(1)






0.7Acquired liabilities






Liabilities settled






(0.1
)Accretion expense


0.4



0.7Ending balance

$
7.0


$
6.6     (1)
    
    This amount represents the recognition of an asset retirement
    obligation associated with two hazardous waste units at the
    Tyler refinery, and additional underground storage tanks at
    various retail stores, as well as managements reassessment
    of future cost estimates associated with the refining and retail
    segments previously recognized remediation obligations.    Revenue
    Recognition
    605-45, Revenue Recognition  Principal Agent
    Considerations 605-45).
  Cost
    of Goods Sold and Operating Expenses
    Sales,
    Use and Excise Taxes
  605-45.
 F-14




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Deferred
    Financing Costs
    Advertising
    Costs
    Operating
    Leases
    840-20, Leases  Operating Leases
  Income
    Taxes
  Income Taxes
           F-15




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Earnings
    Per Share
    December 31,2009


2008


2007Weighted average common shares outstanding


53,693,258



53,675,145



52,077,893Dilutive effect of equity instruments


791,711



726,602



772,338Weighted average common shares outstanding, assuming dilution


54,484,969



54,401,747



52,850,231     Stock-Based
    Compensation
  Compensation  Stock Compensation
      Comprehensive
    Income
    December 31,2009


2008


2007Net income

$
0.7


$
26.5



96.4Other comprehensive income (loss):Net unrealized gain (loss) on derivative instruments, net of tax
    (benefit) expense of $0.3 million, $(0.6) million and
    $0.2 million, respectively


0.6



(0.9
)


0.3Comprehensive income

$
1.3


$
25.6


$
96.7  F-16




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  New
    Accounting Pronouncements
    other-than-temporary
           F-17




---



##### Table of Contents



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

$
6.7Property, plant and equipment


64.3Other assets


2.0Goodwill


11.2Other intangible assets


0.5Current and non-current liabilities


(10.1
)$
74.6    F-18




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    5.
    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     December 31,2008Assets held for sale:Inventory

$
1.4Property, plant & equipment, net of accumulated
    depreciation of $4.0 million


10.4Goodwill


1.5Assets held for sale

$
13.3      F-19




---



##### Table of Contents



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


2008


2007Net sales

$
6.4


$
107.9


$
102.9Operating costs and expenses


(8.0
)


(105.2
)


(101.4
)(Loss) gain on sale of assets held for sale


(1.1
)


0.4



(Loss) income from discontinued operations before taxes


(2.7
)


3.1



1.5Income tax (benefit) expense


(1.1
)


1.2



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

$
(1.6
)

$
1.9


$
0.9   6.
    Inventory    December 31,2009


2008Refinery raw materials and supplies

$
19.3


$
20.1Refinery work in process


28.6



13.5Refinery finished goods


22.9



4.1Retail fuel


15.1



10.1Retail merchandise


26.6



28.5Marketing refined products


3.9



4.9Total inventories

$
116.4


$
81.2      F-20




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   7.
    Minority
    Investment      Investments  Equity Method and Joint Ventures
  8.
    Property,
    Plant and Equipment    December 31,2009


2008Land

$
77.2


$
83.0Building and building improvements


182.4



185.7Refinery machinery, marketing equipment and pipelines


377.0



236.6Retail, including petroleum, store equipment and other site
    improvements


117.4



115.6Refinery turnaround costs


58.1



10.0Other equipment


22.0



19.7Construction in progress


31.4



66.0865.5



716.6Less: accumulated depreciation


(173.5
)


(130.0
)$
692.0


$
586.6    F-21




---



##### Table of Contents



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


Marketing


TotalBalance, December 31, 2006

$
71.6


$
7.6


$
79.2Acquisitions and adjustments


8.4



(0.1
)


8.3Balance, 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


$
71.9   10.
    Other
    Intangible Assets  Supply
    Contracts
    December 31,2009


2008Supply contracts

$
12.2


$
12.2Accumulated amortization


(3.6
)


(2.5
)$
8.6


$
9.7  F-22




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Trademarks
    December 312009


2008Trademarks

$
0.7


$
0.7Accumulated amortization


(0.5
)


(0.4
)$
0.2


$
0.3     Non-Compete
    Agreements
  ten-mile
  December 312009


2008Non-compete agreements

$
1.0


$
1.0Accumulated amortization


(0.9
)


(0.8
)$
0.1


$
0.2     11.
    Long-Term
    Obligations and Short-Term Notes Payable    December 312009


2008Senior secured credit facility  term loan

$
81.4


$
121.2Senior secured credit facility  revolver


32.4



15.8Fifth Third  revolver


42.5



18.8Reliant Bank  revolver






6.5Lehman note






27.7Promissory notes


160.0



95.0Capital lease obligations


0.8



1.0317.1



286.0Less: current portion of long-term debt, notes payable and
    capital lease obligations


82.7



83.9$
234.4


$
202.1  F-23




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Senior
    Secured Credit Facility
         F-24




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            SunTrust
    ABL Revolver
  sub-limit
 F-25




---



##### Table of Contents



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




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  sub-limit sub-limit
          Lehman
    Credit Agreement
    Promissory
    Notes
   F-27




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
           F-28




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Reliant
    Bank Revolver
    Restricted
    Net Assets
    Letters
    of Credit
    Annual
    Maturities of Debt Instruments
    2010


2011


2012


2013


2014


Thereafter


TotalSenior secured credit facility  term loan

$
1.7


$
79.7


$



$



$



$



$
81.4Senior secured credit facility  revolver






32.4



















32.4Fifth Third  revolver










42.5















42.5Promissory notes


81.0



79.0



















160.0Capital lease obligations






0.1



0.1



0.1



0.1



0.4



0.8Total

$
82.7


$
191.2


$
42.6


$
0.1


$
0.1


$
0.4


$
317.1   Interest-Rate
    Derivative Instruments
   F-29




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        12.
    Stock-Based
    Compensation  Employment
    Agreement
          2006
    Long-Term Incentive Plan
   F-30




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Option
    Assumptions
    2009 Grants

2009 Grants

2009 Grants

2008 Grants

2008 Grants(Graded Vesting)

(Cliff Vesting)

(SARs)

(Graded Vesting)

(Cliff Vesting)3-4 Years

4 Years

4 Years

3-5 Years

4 YearsExpected Volatility


34.73%-37.78
%


35.31%-37.22
%


35.39
%


33.80%-38.95
%


33.56%-38.19
%Dividend Yield


1.00
%


1.00
%






1.00
%


1.00
%Expected Term


6.0-6.25 years



7.0 years



N/A



7.0 years



6.0-6.5 yearsRisk Free Rate


0.06%-3.53
%


0.06%-3.53
%


0.06%-3.31
%


0.11%-3.99
%


0.11%-3.99
%Fair Value


$2.85



$0.98



$2.51



$2.48



$2.01   May 20042007 Grants

2007 Grants

2006 Grants

2006 Grants

Grant(Graded Vesting)

(Cliff Vesting)

(Graded Vesting)

(Cliff Vesting)

(5-Year3-5 Years

4 Years

3-5 Years

4 Years

Graded Vesting)Expected Volatility


31.12%-33.12
%


31.20%-32.98
%


31.44%-31.96
%


31.46%-31.91
%


31.60
%Dividend Yield


1.00
%


1.00
%


1.00
%


1.00
%


Expected Term


6.0 years



7.0 years



6.0-6.5 years



7.0 years



4.5 yearsRisk Free Rate


3.05%-4.15
%


3.05%-4.15
%


4.74%-5.02
%


4.50%-5.03
%


3.85
%Fair Value


$7.83



$6.22



$5.91



$4.87



$0.67  F-31




---



##### Table of Contents



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


Average


AggregateNumber of


Average


Contractual


IntrinsicOptions


Exercise Price


Term


Value(Years)


(In millions)Options outstanding, December 31, 2006


3,372,445


$
9.62Granted


503,668


$
23.94Exercised


(592,909
)

$
6.60Forfeited


(205,626
)

$
18.82Options outstanding, December 31, 2007


3,077,578


$
11.93Granted


357,300


$
17.64Forfeited


(302,162
)

$
19.43Options outstanding, December 31, 2008


3,132,716


$
11.86Granted


1,447,285


$
8.98Exchanged


(1,398,641
)

$
19.35Forfeited


(211,860
)

$
17.60Options outstanding, December 31, 2009


2,969,500


$
6.52



4.3


$
8.1Vested options exercisable, December 31, 2009


1,319,493


$
2.03






$
7.9     Restricted
    Stock Units
   F-32




---



##### Table of Contents



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


AverageRSUs


Grant PriceNon-vested RSUs, December 31, 2006


75,000


$
15.56Granted


4,500


$
23.50Vested


(17,125
)

$
15.59Non-vested RSUs, December 31, 2007


62,375


$
16.12Granted


4,500


$
11.28Vested


(15,500
)

$
15.76Forfeitures


(2,500
)

$
15.15Non-vested RSUs, December 31, 2008


48,875


$
15.84Granted


109,500


$
8.94Vested


(18,500
)

$
15.42Forfeited


(3,250
)

$
15.15Non-vested RSUs, December 31, 2009


136,625


$
10.38   Stock
    Appreciation Rights
    Compensation
    Expense Related to Equity-based Awards
      13.
    Segment
    Data       F-33




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      ® ® tm tm ® ®
      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  F-34




---



##### Table of Contents



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


Retail(1)


Marketing


Eliminations


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

$
1,709.0


$
1,672.9


$
611.9


$
0.4


$
3,994.2Intercompany marketing fees and sales


(14.7
)






14.7







Operating costs and expenses:Cost of goods sold


1,460.2



1,482.2



596.9







3,539.3Operating expenses


82.2



130.1



1.0



0.5



213.8Segment contribution margin

$
151.9


$
60.6


$
28.7


$
(0.1
)


241.1General and administrative expenses


















54.1Depreciation and amortization


















32.1Gain on forward contract activities


















(0.1
)Operating income

















$
155.0Total assets

$
380.9


$
517.9


$
93.5


$
252.0


$
1,244.3Capital spending (excluding business combinations)

$
61.6


$
23.3


$
0.3


$
2.0


$
87.2     (1)
    
    Retail operating results for 2008 and 2007 have been restated to
    reflect the reclassification of the remaining nine Virginia
    stores to normal operations. F-35




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   14.
    Fair
    Value Measurements        and/or
    As of December 31, 2009Level 1


Level 2


Level 3


TotalAssetsCommodity derivatives

$



$
9.7


$



$
9.7LiabilitiesCommodity derivatives






(7.3
)






(7.3
)Net assets (liabilities)

$



$
2.4


$



$
2.4   815-10-45,
 F-36




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   15.
    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-37




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Forward
    Fuel Contracts
    Options
    Futures
    Contracts
        Interest
    Rate Instruments
   F-38




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   16.
    Income
    Taxes      December 31,2009


2008Current Deferred Taxes:Self-insurance accruals

$
2.7


$
2.4Other accrued reserves


(0.2
)


0.8Total current deferred tax assets


2.5



3.2Non-current Deferred Taxes:Depreciation and amortization


(104.9
)


(75.0
)Net operating loss carryforwards


2.5



2.4Straight-line lease expense


1.7



1.6ASC 718 stock compensation


4.4



2.9ASC 815 derivatives


0.1



(8.6
)Minority investment


3.4



3.4ARO liability


1.2



1.1Deferred revenues


(17.7
)


0.6Environmental reserves


1.1



0.9Other


0.6



1.4Valuation allowance


(2.9
)


(1.8
)Total non-current deferred tax liabilities


(110.5
)


(71.1
)$
(108.0
)

$
(67.9
)       Year Ended December 31,2009


2008


2007Provision for federal income taxes at statutory rate

$
1.9


$
15.1


$
45.7State income taxes, net of federal tax provision






1.3



0.7Credits


(0.6
)


(0.3
)


(12.7
)Goodwill impairment


0.6



2.8



Valuation allowance


1.1



0.6



0.2Other items


0.1



(0.9
)


1.1Income tax expense

$
3.1


$
18.6


$
35.0  F-39




---



##### Table of Contents



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


2008


2007Current

$
(35.6
)

$
7.5


$
24.7Deferred


38.7



11.1



10.3$
3.1


$
18.6


$
35.0         2017-2029.
   F-40




---



##### Table of Contents



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


StateUnrecognized


UnrecognizedBenefit


Benefit


TotalBeginning of period unrecognized benefit

$
1.2


$
0.1


$
1.3Net increase from current period tax positions






0.2



0.2Decreases related to settlements of tax positions


(1.1
)






(1.1
)End of period unrecognized benefits

$
0.1


$
0.3


$
0.4           17.
    Commitments
    and Contingencies  Litigation
    Self-insurance
        Environmental
    Health and Safety
   F-41




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        No. 2006-1433-AIR-E,
     F-42




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  E-10
        Vendor
    Commitments
   F-43




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Letters
    of Credit
    Operating
    Leases
      2010

$
14.02011


11.62012


8.42013


6.42014


4.0Thereafter


13.9Total future minimum rentals

$
58.3   18.
    Employees  Workforce
    401(k)
    Plan
    19.
    Related
    Party Transactions   F-44




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
              out-of-pocket
   F-45




---



##### Table of Contents



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

June 30,

September 30,

December 31,2008(2)

2008(2)

2008(2)

2008(2)Net sales

$
1,191.4


$
1,419.6


$
1,433.9


$
678.8Operating income

$
4.5


$
10.7


$
45.6


$
11.3Net (loss) income from continuing operations

$
(5.3
)

$
3.6


$
24.9


$
1.4Basic (loss) earnings per share from continuing operations

$
(0.10
)

$
0.07


$
0.46


$
0.03Diluted (loss) earnings per share from continuing operations

$
(0.10
)

$
0.07


$
0.46


$
0.03     (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 our 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.  21.
    Subsequent
    Events  Dividend
    Declaration
   F-46




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  ABL
    Revolver
          Exercise
    of Share Purchase Rights
    Subsequent
    Event Evaluation
  Form 10-K,
 F-47




---



##### Table of Contents



SCHEDULE I
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Balance Sheets  December 31,2009


2008


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

$
19.3


$
0.9


$
63.2Short-term investments










16.7Accounts receivable






0.4



Accounts receivable from subsidiaries






0.4



Interest receivable from subsidiaries


18.9



10.8



4.5Income tax receivable


40.0



2.1



24.1Other current assets


0.6



5.1



0.1Total current assets


78.8



19.7



108.6Property, plant and equipment:Property, plant and equipment


2.1



2.0



2.0Less: accumulated depreciation


(0.2
)


(0.1
)


Property, plant and equipment, net


1.9



1.9



2.0Notes receivable from related parties


113.0



148.2



77.0Minority investment


131.6



131.6



139.5Investment in subsidiaries


348.8



324.9



300.9Deferred tax asset


3.4



1.7



0.1Other non-current assets


0.2



6.9



0.7Total assets

$
677.7


$
634.9


$
628.8LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
0.5


$
0.3


$
0.3Accounts payable to subsidiaries


30.5







14.0Note payable to related party


65.0







Note payable to subsidiary






17.3



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


8.0



57.7



Accrued expenses and other current liabilities


0.5



0.3



0.5Total current liabilities


104.5



75.6



14.8Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


42.0



26.5



95.0Note payable to subsidiary










6.5Other non-current liabilities


0.2







Total non-current liabilities


42.2



26.5



101.5Shareholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized, no shares issued and outstanding










Common stock, $0.01 par value, 110,000,000 shares
    authorized, 53,700,570, 53,682,070 and 53,666,570 shares
    issued and outstanding at December 31, 2009, 2008 and 2007,
    respectively


0.5



0.5



0.5Additional paid-in capital


281.8



277.8



274.1Accumulated other comprehensive income










0.3Retained earnings


248.7



254.5



237.6Total shareholders equity


531.0



532.8



512.5Total liabilities and shareholders equity

$
677.7


$
634.9


$
628.8   page F-8 Form 10-K
 F-48




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##### Table of Contents



SCHEDULE I  (Continued)
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Statements of Operations
  Year Ended December 31,2009


2008


2007(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


12.3



8.9



8.8Depreciation and amortization


0.1



0.1



Gain on forward contract activities










(0.1
)Total operating costs and expenses


11.9



1.2



8.7Operating loss


(11.9
)


(1.2
)


(8.7
)Interest expense


3.1



6.4



6.4Interest income


(0.1
)


(1.2
)


(3.8
)Net interest income from related parties


(6.4
)


(5.6
)


(3.5
)Earnings from investment in subsidiaries(1)


(7.9
)


(30.2
)


(100.8
)Loss from minority investment






7.9



0.8Other expenses, net


0.5







Total non-operating income


(10.8
)


(22.7
)


(100.9
)(Loss) income before income tax expense


(1.1
)


21.5



92.2Income tax benefit


(3.4
)


(3.4
)


(4.2
)Net income

$
2.3


$
24.9


$
96.4     (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. See discussion of the Lehman Credit
    Agreement in Note 11 of the Notes to Consolidated Financial
    Statements herein.  page F-8 Form 10-K
 F-49




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##### Table of Contents



SCHEDULE I  (Continued)
    Delek US Holdings, Inc.
    Parent Company Only
    Condensed Statements of Cash Flows
  Year Ended December 31,2009


2008


2007(In millions)Cash flows from operating activities:Net income

$
2.3


$
24.9


$
96.4Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation and amortization


0.1



0.1



Amortization of deferred financing costs


0.5



0.8



0.4Deferred income taxes


(1.7
)


(1.3
)


(0.2
)Loss from equity method investment






7.9



0.8Stock-based compensation expense


0.2



0.4



0.3Income from subsidiaries


(7.9
)


(30.2
)


(100.8
)Changes in assets and liabilities, net of acquisitions:Accounts receivable, net


0.4



(0.4
)


Inventories and other current assets


(33.4
)


16.4



(21.6
)Receivables and payables from subsidiaries


22.8



(20.7
)


13.3Accounts payable and other current liabilities


0.4



(0.2
)


0.2Non-current assets and liabilities, net


6.6



(6.4
)


(0.8
)Net cash used in operating activities


(9.7
)


(8.7
)


(12.0
)Cash flows from investing activities:Purchases of short-term investments






(11.3
)


(1,055.8
)Sales of short-term investments






28.0



1,112.3Purchase of property, plant and equipment


(0.1
)






(2.0
)Purchase of minority investment










(89.1
)Investment in subsidiaries


(15.2
)


(12.0
)


Dividends from subsidiaries


3.0



21.5



127.3Net repayments (proceeds) of notes receivable from subsidiaries


35.2



(71.2
)


(65.0
)Net cash provided by (used in) investing activities


22.9



(45.0
)


27.7Cash flows from financing activities:Proceeds from revolver


68.5



11.0



Repayments on revolver


(75.0
)


(4.5
)


Proceeds from note payable to related party


65.0







Repayment on note payable to subsidiary


(17.3
)


(6.5
)


Proceeds from other debt instruments






20.0



65.0Repayments on other debt instruments


(27.7
)


(20.0
)


Proceeds from exercise of stock options










3.9Dividends paid


(8.1
)


(8.0
)


(28.5
)Deferred financing costs paid


(0.2
)


(0.6
)


(0.1
)Net cash provided by (used in) financing activities


5.2



(8.6
)


40.3Net increase (decrease) in cash and cash equivalents


18.4



(62.3
)


56.0Cash and cash equivalents at the beginning of the period


0.9



63.2



7.2Cash and cash equivalents at the end of the period

$
19.3


$
0.9


$
63.2   page F-8 Form 10-K
 F-50




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##### 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*

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

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

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

Amended and Restated Credit Agreement, dated as of
    April 28, 2005, among MAPCO Express, Inc., MAPCO Family
    Centers, Inc., the several lenders from time to time party to
    the Agreement, Lehman Brothers Inc., SunTrust Bank, Bank Leumi
    USA and Lehman Commercial Paper Inc. (superseded by
    Exhibit 10.5(k))10
.5(a)

First Amendment to Amended and Restated Credit Agreement, dated
    as of August 18, 2005, among MAPCO Express, Inc., MAPCO
    Family Centers, Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Lehman Brothers Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper Inc. (superseded by Exhibit 10.5(k))10
.5(b)

Second Amendment to Amended and Restated Credit Agreement, dated
    as of October 11, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Agreement, Lehman Brothers Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (superseded by Exhibit 10.5(k))10
.5(c)

Third Amendment to Amended and Restated Credit Agreement, dated
    as of December 15, 2005, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (superseded by Exhibit 10.5(k))10
.5(d)

Fourth Amendment to Amended and Restated Credit Agreement, dated
    as of April 18, 2006, among MAPCO Express, Inc., the
    several banks and other financial institutions or entities from
    time to time parties to the Credit Agreement, Lehman Brothers,
    Inc., SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper
    Inc. (superseded by Exhibit 10.5(k))10
.5(e)

Fifth Amendment to Amended and Restated Credit Agreement, dated
    as of June 14, 2006, among MAPCO Express, Inc., the several
    banks and other financial institutions or entities from time to
    time parties to the Credit Agreement, Lehman Brothers, Inc.,
    SunTrust Bank, Bank Leumi USA and Lehman Commercial Paper Inc.
    (superseded by Exhibit 10.5(k))10
.5(f)

Sixth Amendment to Amended and Restated Credit Agreement entered
    into effective July 13, 2006, among MAPCO Express, Inc.,
    the several banks and other financial institutions or entities
    from time to time parties to the Credit Agreement, Lehman
    Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (superseded by Exhibit 10.5(k))10
.5(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (superseded by Exhibit 10.5(k))




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##### Table of Contents



Exhibit No.

Description10
.5(h)

Eighth Amendment to Amended and Restated Credit Agreement
    entered into effective December 3, 2008, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc. (superseded by
    Exhibit 10.5(k))10
.5(i)

Ninth Amendment to the Amended and Restated Credit Agreement
    entered into effective January 28, 2009, among MAPCO
    Express, Inc., the several banks and other financial
    institutions or entities, from time to time, parties to the
    Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc. (superseded by
    Exhibit 10.5(k))10
.5(j)+++

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.10
.5(k)+++

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.10
.6+++

Second Amended and Restated Credit Agreement, dated as of
    October 13, 2006, among Delek Refining, Ltd., Delek
    Pipeline Texas, Inc., various financial institutions, SunTrust
    Bank and The CIT Group/Business Credit, Inc. (superseded by
    Exhibit 10.6(f))10
.6(a)

First Amendment to Second Amended and Restated Credit Agreement,
    dated as of December 15, 2008, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc., various financial institutions,
    SunTrust Bank and The CIT Group/Business Credit, Inc.
    (superseded by Exhibit 10.6(f))10
.6(b)

Letter Agreement (Second Amendment) to Second Amended and
    Restated Credit Agreement, dated as of January 30, 2009,
    among Delek Refining, Ltd., Delek Pipeline Texas, Inc. and
    various financial institutions including SunTrust Bank as
    administrative agent, issuing bank, swingline lender and
    collateral agent (incorporated by reference to
    Exhibit 10.6(d) to the Companys
    Form 10-K
    filed on March 9, 2009) (superseded by Exhibit 10.6(f))10
.6(c)

Third Amendment to Second Amended and Restated Credit Agreement,
    dated as of February 13, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent (incorporated by reference
    to Exhibit 10.6(e) to the Companys
    Form 10-K
    filed on March 9, 2009) (superseded by Exhibit 10.6(f))10
.6(d)+++

Fourth Amendment to Second Amended and Restated Credit
    Agreement, dated as of February 18, 2009, among Delek
    Refining, Ltd., Delek Pipeline Texas, Inc. and various financial
    institutions including SunTrust Bank as administrative agent,
    issuing bank, swingline lender and collateral agent (superseded
    by Exhibit 10.6(f))10
.6(e)

Fifth Amendment to Second Amended and Restated Credit Agreement,
    dated as of June 30, 2009, among Delek Refining, Ltd.,
    Delek Pipeline Texas, Inc. and various financial institutions
    including SunTrust Bank as administrative agent, issuing bank,
    swingline lender and collateral agent (superseded by
    Exhibit 10.6(f))10
.6(f)

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)




---



##### Table of Contents



Exhibit No.

Description10
.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+

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

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

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

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

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

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

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

Amended and Restated Term Loan Note, dated December 30,
    2008, in the principal amount of $30,000,000 of Delek Finance,
    Inc., in favor of Israel Discount Bank of New York (incorporated
    by reference to Exhibit 10.12(a) to the Companys
    Form 10-K
    filed on March 9, 2009)10
.13

Amended and Restated Credit Agreement dated December 19,
    2007 by and between Delek Marketing & Supply, LP and
    various financial institutions from time to time party to the
    agreement, as Lenders, and Fifth Third Bank, as Administrative
    Agent and L/C issuer (incorporated by reference to
    Exhibit 10.16(c) to the Companys
    Form 10-K
    filed on March 3, 2008)10
.13(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
.13(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
.14

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




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##### Table of Contents



Exhibit No.

Description10
.15

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
.16

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

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

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

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

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

Fifth Amendment dated December 29, 2008 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc., as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner (incorporated by reference
    to Exhibit 10.16(e) to the Companys
    Form 10-K
    filed on March 9, 2009)10
.17*

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
.18*

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
.19*

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
.20*

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
.21*

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
.22

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

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




---



##### Table of Contents



Exhibit No.

Description10
.23++

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
.24*

Letter agreement dated February 24, 2010 by and between
    Delek US Holdings, Inc. and Lynwood E. Gregory, III
    (incorporated by reference to Exhibit 99.3 to the
    Companys
    Form 8-K
    filed on February 25, 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 has been requested and granted with
    respect to certain portions of this exhibit pursuant to Rule 406
    of the Securities Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission.++
    
    Confidential treatment has been requested and granted with
    respect to certain portions of this exhibit pursuant to Rule
    24b-2 of the Securities Exchange Act. Omitted portions have been
    filed separately with the Securities and Exchange Commission.+++
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission.




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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 9, 2010:




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