##### Table of Contents



_
    _
   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, 2006ORo

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-6841
  DELEK US HOLDINGS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    Incorporation or organization)

52-2319066(I.R.S. Employer
    Identification No.)   830 Crescent Centre Drive,
    Suite 300, Franklin, Tennessee(Address of principal
    executive offices)

37067(Zip Code)   Registrants telephone number, including area code
 (615) 771-6701
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

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

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



TABLE OF
    CONTENTS
  
  PART IItem 1.

Business


1Item 1A.

Risk
    Factors


11Item 1B.

Unresolved Staff
    Comments


26Item 2.

Properties


26Item 3.

Legal
    Proceedings


27Item 4.

Submission of
    Matters to a Vote of Security Holders


27PART IIItem 5.

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


27Item 6.

Selected Financial
    Data


30Item 7.

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


33Item 7A.

Quantitative and
    Qualitative Disclosure About Market Risk


51Item 8.

Financial
    Statements and Supplementary Data


52Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


52Item 9A.

Controls and
    Procedures


52Item 9B.

Other
    Information


52PART IIIItem 10.

Directors,
    Executive Officers of the Registrant and Corporate
    Governance


52Item 11.

Executive
    Compensation


53Item 12.

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


53Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


53Item 14.

Principal
    Accounting Fees and Services


53PART IVItem 15.

Exhibits and
    Financial Statement Schedules


54Signatures


58EX-10.1.D: AMENDMENT #4 TO EMPLOYMENT AGREEMENTEX-10.8.B: SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF ERNST & YOUNG LLPEX-23.2: CONSENT OF MAYER HOFFMAN MCCANN P.C.EX-24.1: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   ii




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Form 10-K, Form 10-K.
 PART I  ITEM 1.
    BUSINESS  Company
    Overview
     1




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Acquisitions
    ApproximatepurchaseDate

Acquired Company/Assets

Acquired from

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, a wholesale fuel
    and merchandise operation

Wiliamson Oil Co., Inc.

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

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

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 Stores)

BP Products North America, Inc.

$35.5 millionJuly 2006

43 retail fuel and convenience
    stores located in Georgia and Tennessee (Fast stores)

Fast Petroleum, Inc.

$50.0 millionJuly 2006

Refined petroleum product
    terminals, seven pipelines, storage tanks and idle oil refinery
    equipment (Pride assets)

Pride Companies, L.P.

$55.1 million     (1)
    
    Excludes transaction costs    Information
    About Our Segments
  Form 10-K.
  Refining
    Segment
   2




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##### Table of Contents



Fuel Customers.
    Refinery Design and Production.
    Percentage of CrudeSource

Oil ReceivedEast Texas Crude Oil


65
%West Texas Intermediate Crude Oil


26
%Foreign Sweet Crude Oil


5
%Other Domestic Crude


4
%     
    Gasoline:  Gasoline accounted for approximately
    53% of our refinerys production. The refinery produces
    three different grades of conventional gasoline
    (premium  93 octane, regular and mid-grade), as well
    as aviation gasoline. 3




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
    Diesel/jet fuels.  Diesel and jet fuel products
    accounted for approximately 39% of our refinerys
    production. Diesel and jet fuel products include military
    specification JP-8, commercial jet fuel, low sulfur diesel, and
    ultra low sulfur diesel, which replaced the low sulfur diesel
    beginning in September, 2006.
    Petrochemicals.  We produced small quantities
    of propane, refinery grade propylene and butanes.
    Other Products.  We produced small quantities
    of other products, including anode grade coke, slurry oil,
    sulfur and other blendstocks.    Period fromYear Ended


April 29 through


Year Ended


Year EndedDecember 31,


December 31,


December 31,


December 31,2006


2005(1)


2005(2)


2004Bpd


%


Bpd


%


Bpd


%


Bpd


%Refinery throughput:Crude


55,998



96.3
%


51,906



97.7
%


48,251



96.8
%


46,885



93.9
%Other Blendstocks


2,130



3.7



1,244



2.3



1,584



3.2



3,051



6.1Total refinery throughput


58,128



100.0
%


53,150



100.0
%


49,835



100.0
%


49,936



100.0
%Products produced:Gasoline


30,163



53.3
%


26,927



52.2
%


25,744



53.0
%


28,349



57.6
%Diesel/jet


21,816



38.6



20,779



40.2



18,688



38.5



17,613



35.8Petrochemicals, LPG, NGLs


2,280



4.0



2,218



4.3



1,983



4.0



2,153



4.4Other


2,324



4.1



1,684



3.3



2,185



4.5



1,108



2.2Total products produced


56,583



100.0
%


51,608



100.0
%


48,600



100.0
%


49,223



100.0
%     (1)
    
    Effective April 29, 2005, we
    completed the acquisition of the Tyler refinery and related
    assets. Information presented is for the 247 days we
    operated the refinery in the fiscal period ended
    December 31, 2005.(2)
    
    Represents actual throughput during
    the year ended December 31, 2005 (including pre and
    post-acquisition), and reflects reductions resulting from the
    turnaround conducted by the previous owner during the first
    quarter of 2005 and a three-week turnaround that we conducted in
    the fourth quarter of the year.    Profitability Improvements. and/or and/or and/or
  Storage Capacity.
  Supply and Distribution.
 4




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6-inch
  
    Delek Tank Farm:  One 150,000 barrel and
    one 300,000 barrel tank.
    Nettleton Station:  Five
    50,000 barrel tanks.
    Bradford Station:  One 50,000 barrel
    and one 100,000 barrel tank.
    ARP Station:  Two
    50,000 barrel tanks.      Competition.
  Marketing
    Segment
   5




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
    Transportation of petroleum products through pipelines and
    company-owned truck loading terminals in Abilene, Texas and
    San Angelo, Texas
    Direct sales of petroleum products to third parties through
    truck racks in San Angelo, Abilene, Aledo, Odessa, DFW
    Chevron and Big Springs, Texas and other terminals throughout
    the Magellan Orion pipeline system
    Product supply to exchange partners at the Abilene,
    San Angelo and Aledo terminals
    Marketing services for both wholesale marketing and contract
    sales on behalf of our Tyler refinery since October 2006
    A margin-sharing arrangement with our Tyler refinery of 50% of
    wholesale margins above a contractually defined threshold    Petroleum Product Marketing Terminals.
  Pipelines.
  
    Eight-inch pipeline between Magellan Pipeline Company, L.P.
    custody transfer point at Tye Station (Magellan tie-in) to the
    Abilene terminal
    13.5 mile, four-inch pipeline from the Abilene products
    terminal to the Magellan tie-in
    76.5 mile, six-inch products pipeline system from the
    Magellan tie-in to San Angelo
    Three other local product pipelines  Supply Agreements.
  Customers. 100-mile
 6




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Competition.
  Retail
    Segment
  ® tm ® tm tm tm made-to-order
      Company-Operated Stores.
  ® tm tm tm
 7




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Fuel Operations.
  Year Ended December 312006


2005


2004Number of stores (end of period)


394



349



331Average number of stores


369



330



310Retail fuel sales (thousands of
    gallons)


396,867



341,335



315,294Average retail gallons per average
    number of stores (thousands of gallons)


1,075



1,034



1,017Retail fuel margin (cents per
    gallon)

$
0.145


$
0.165


$
0.155     Merchandise Operations.
  Year Ended December 312006


2005


2004Comparable store merchandise sales
    change


2.9
%


1.4
%


4.1
%Merchandise margin


30.6
%


29.8
%


29.5
%Merchandise profit as a percentage
    of total margins


63.0
%


60.1
%


60.6
%   Coca-Cola,
  Technology and Store Automation. point-of-sale
   8




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
    tracking sales of complementary products; for example,
    determining the impact of fuel price movements on in-store sales
    or tracking the impact of a beer promotion on snack sales;
    providing real-time fuel inventory data to optimize fuel
    purchase and distribution costs; 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 Operations.
  Competition. store-by-store
  Governmental
    Regulation and Environmental Matters
     9




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parts-per-million
           10




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Employees
    Trade
    Names, Service Marks and Trademarks
  ® ® ® ® tm ® ® tm tm tm . tm
  Available
    Information
  http://www.delekus.com Form 10-K. Form 10-K, Form 10-Q Form 8-K Form 10-K,
   ITEM 1A.
    RISK
    FACTORS  We are subject to numerous known and unknown risks, many of
    which are presented below and elsewhere in this Annual Report on
    Form 10-K.
    Any of the risk factors described below or additional risks and
    uncertainties not presently known to us, or that we currently
    deem immaterial, could have a material adverse effect on our
    business, financial condition and results of operations.
  Risks
    Relating to Our Industry
  We
    operate an independent refinery and may not be able to withstand
    volatile market conditions, compete on the basis of price or
    obtain sufficient crude oil in times of shortage to the same
    extent as integrated, multinational oil companies.
     11




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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.
          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.
     12




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Our
    refining margins may decline as a result of increases in the
    prices of crude oil and other feedstocks.
    
    changes in global and local economic conditions;
    United States and foreign demand for fuel products;
    refined product inventory levels:
    worldwide political conditions, particularly in significant oil
    producing regions such as the Middle East, Western Coastal
    Africa, the former Soviet Union, and South America;
    the level of foreign and domestic production of crude oil and
    refined petroleum products and the level of crude oil, other
    feedstocks and refined petroleum products imported into the
    United States;
    utilization rates of refineries in the United States;
    development and marketing of alternative and competing fuels;
    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; and
    United States government regulations.  Our
    fuel gross profit may decline as a result of increases in the
    prices of crude oil, other feedstocks and refined petroleum
    products.
   13




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If the
    market value of our inventory declines to an amount less than
    our LIFO basis, we would record a write-down of inventory and a
    non-cash charge to cost of sales, which would adversely affect
    our earnings.
  last-in,
  Anti-smoking
    measures, increases in tobacco taxes and wholesale cost
    increases of tobacco products could reduce our tobacco product
    sales.
    A
    terrorist attack on our refinery assets, or threats of war or
    actual war, may hinder or prevent us from conducting our
    business.
      Risks
    Relating to Our Business
  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.
   14




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We may
    not be able to successfully execute our strategy of growth
    through acquisitions.
    
    we may not be able to identify suitable acquisition candidates
    or acquire additional assets on favorable terms;
    we compete with others to acquire any of these assets, which
    competition may increase and could result in decreased
    availability or increased prices for suitable acquisition
    candidates;
    we may experience difficulty in anticipating the timing and
    availability of acquisition candidates;
    since the convenience store industry is dominated by small,
    independent operators that own fewer than ten
    stores, we will likely need to complete numerous small
    acquisitions, rather than a few major acquisitions, to
    substantially increase our number of retail fuel and convenience
    stores;
    the need to complete numerous acquisitions will require
    significant amounts of our managements time;
    we may not be able to obtain the necessary financing, on
    favorable terms or at all, to finance any of our potential
    acquisitions; and
    as a public company, we are subject to internal controls and
    other accounting requirements with respect to any business we
    acquire, which may prevent 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
    refinery, pipeline and terminal assets, our retail fuel and
    convenience stores, or other assets;
    acquired retail fuel and convenience stores or other assets may
    not perform as we expect or we may not be able to obtain the
    cost savings and financial improvements we anticipate;
    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. 15




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We are
    relatively new to the refining business and may enter new lines
    of business in which we are inexperienced.
      We may
    incur significant costs and liabilities with respect to
    investigation and remediation of existing environmental
    conditions at our refinery.
    We may
    incur significant costs and liabilities in connection with new
    environmental regulations and prior non-compliance with air
    emission regulations.
    A
    disruption in the supply or an increase in the price of light
    sweet crude oil would significantly affect the productivity and
    profitability of our refinery.
   16




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The
    dangers inherent in our refining operations could cause
    disruptions and expose us to potentially significant costs and
    liabilities.
    We are
    particularly vulnerable to disruptions in our refining
    operations, because all of our refining operations are currently
    conducted at a single facility.
    We are
    subject to interruptions in supply and delivery as a result of
    our reliance on pipelines for transportation of crude
    oil.
    Our
    existing inbound pipeline capacity will be insufficient to
    support materially increased production from our
    refinery.
    Our
    refinery has only limited access to an outbound pipeline, which
    we do not own, for distribution of our refined petroleum
    products.
    If the
    price of crude oil increases significantly, we may not be able
    to finance the purchase of enough crude oil to operate our
    refinery at full capacity.
   17




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An
    interruption or termination of supply and delivery of refined
    products to our wholesale business could result in a decline in
    our sales and earnings.
    An
    increase in competition in the market in which we sell our
    refined products could lower prices and adversely affect our
    sales and profitability.
    We may
    be unable to negotiate market price risk protection in contracts
    with unaffiliated suppliers of refined products.
    Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to service our debt and lease obligations,
    thereby reducing the availability of our cash flow to fund
    working capital, capital expenditures and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    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 18




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
    increase the interest cost of our borrowed funds.      Our
    subsidiaries debt agreements contain operating and
    financial restrictions that might constrain our business and
    financing activities.
    
    declare dividends and redeem or repurchase capital stock;
    prepay, redeem or repurchase debt;
    make loans and investments;
    incur additional indebtedness or amend our debt and other
    material agreements;
    make capital expenditures;
    engage in mergers, acquisitions and asset sales; and
    enter into some intercompany arrangements and make some
    intercompany payments, which in some instances could restrict
    our ability to use the assets, cash flow or earnings of one
    segment to support the other segment.    We may
    seek to grow by opening new retail fuel and convenience stores
    in new geographic areas.
    
    select, and compete successfully in, new markets; 19




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
    obtain suitable sites at acceptable costs;
    realize an acceptable return on the cost of capital invested in
    new facilities;
    hire, train, and retain qualified personnel;
    integrate new retail fuel and convenience stores into our
    existing distribution, inventory control, and information
    systems;
    expand relationships with our suppliers or develop relationships
    with new suppliers; and
    secure adequate financing, to the extent required.    Adverse
    weather conditions or other unforeseen developments could damage
    our facilities, reduce customer traffic and impair our ability
    to produce and deliver refined petroleum products or receive
    supplies for our retail fuel and convenience
    stores.
    Our
    operating results are seasonal and generally lower in the first
    and fourth quarters of the year for our refining segment 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 supplier for a significant portion of our retail
    fuel supply.
   20




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We
    depend on one wholesaler for a significant portion of our
    convenience store merchandise.
      If our
    proprietary technology systems are ineffective in enabling our
    managers to efficiently manage our operations, our operating
    performance will decline.
    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.
       21




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A
    substantial portion of our refinery workforce is unionized, and
    we may face labor disruptions that would interfere with our
    operations.
    We are
    dependent on gasoline sales at our retail fuel and convenience
    stores which makes us susceptible to increases in the cost of
    gasoline and interruptions in fuel supply.
    five-day
  We may
    incur losses as a result of our forward contract activities and
    derivative transactions.
    If we
    violate state laws regulating our sale of tobacco and alcohol
    products, or if these laws are changed, our results of
    operations will suffer.
   22




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If we
    fail to meet our obligations under our long-term branded
    gasoline supply agreement with BP, we may incur penalties
    and/or the
    agreement may be terminated.
    If we
    are unable to continue using the BP, Exxon, Shell, Conoco or
    Chevron brand names or if there is negative publicity concerning
    any of these major oil companies, sales at certain of our stores
    may suffer.
    It may
    be difficult to serve process on or enforce a United States
    judgment against those of our directors who reside in
    Israel.
    If we
    are, or become, a U.S. real property holding corporation,
    special tax rules may apply to a sale, exchange or other
    disposition of common stock and
    non-U.S. holders
    may be less inclined to invest in our stock as they may be
    subject to U.S. federal income tax in certain
    situations.
  non-U.S. holder non-U.S. holder non-U.S. holder
 23




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The
    costs, scope and timelines of our capital improvement projects
    may deviate significantly from our original plans and
    estimates.
    Risks
    Related to Our Common Stock
  The
    price of our common stock may fluctuate significantly, and you
    could lose all or part of your investment.
    
    our quarterly or annual earnings or those of other companies in
    our industry;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic and stock market conditions;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    future sales of our common stock; and
    the other factors described in these Risk Factors.      You
    may suffer substantial dilution.
    We are
    a controlled company within the meaning of the NYSE
    rules and, as a result, will qualify for, and intend to rely on,
    exemptions from certain corporate governance
    requirements.
    
    the requirement that a majority of our board of directors
    consist of independent directors;
    the requirement that we have a nominating/corporate governance
    committee consisting entirely of independent directors with a
    written charter addressing the committees purpose and
    responsibilities; and 24




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
    the requirement that we have a compensation committee consisting
    entirely of independent directors with a written charter
    addressing the committees purpose and responsibilities.    Our
    controlling stockholder, Delek Group Ltd., may have conflicts of
    interest with other stockholders in the future.
    Future
    sales of our common stock by our controlling stockholder, Delek
    Group Ltd., 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.
   25




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We are
    exposed to risks relating to evaluations of internal controls
    required by Section 404 of the Sarbanes-Oxley Act of
    2002.
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   26




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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


214



8



112



104



3



101Alabama


92



45



69



39



3



36Virginia


36







26



10







10Arkansas


15







7



8







8Kentucky


3







1



2







2Louisiana


2











2







2Mississippi


2







2











Georgia


30



7



20



14







14Florida






2















Total


394



62



237



179



6



173     (1)
    
    Includes 40 sites neither owned by
    nor subleased from us.(2)
    
    Includes renewal options; measured
    as of December 31, 2006.    month-to-month sub-leasing
  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
   27




---



##### Table of Contents



2006

High


LowSecond Quarter

$
17.99


$
12.08Third Quarter

$
22.85


$
14.83Fourth Quarter

$
19.00


$
15.72   Holders
    Dividends
    Recent
    Sales of Unregistered Securities
    Use of
    Proceeds from Registered Securities
  Form S-1 No. 333-131675)
    
    to fully repay the $25.0 million outstanding principal,
    plus accrued interest to the date of repayment, under the
    promissory note payable to Delek  The Israel Fuel
    Corporation Ltd. (Delek Fuel), one of our affiliates, which bore
    interest at a rate of 6.3% per year and had a maturity date
    of April 27, 2008;
    to fully repay the $17.5 million outstanding principal,
    plus accrued interest to the date of repayment, under the
    promissory note payable to Delek Group Ltd., which bore interest
    at a rate of 7.0% per year and had a maturity date of
    April 27, 2010;
    to pay expenses of $4.9 million associated with the
    offering;
    to pay $23.0 million toward the purchase of the 43 retail
    locations from Fast Petroleum;
    to pay $50.0 million toward the purchase of the Pride
    assets.    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   28




---



##### 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
  
   29




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2006(1)


2005(2)


2004(3)


2003


2002(In millions, except share and per share data)Statement of Operations
    Data:Net sales:Retail

$
1,395.6


$
1,101.0


$
857.8


$
600.2


$
549.6Refining


1,590.2



930.5











Marketing


221.6















Other


0.3



0.4



0.1







Total


3,207.7



2,031.9



857.9



600.2



549.6Expenses:Cost of goods sold


2,818.3



1,731.6



730.8



500.2



460.3Operating expenses


173.2



133.1



80.1



62.7



62.1General and administrative expenses


38.2



23.5



15.1



12.8



12.2Depreciation and amortization


22.8



16.1



12.4



8.8



7.4Gain on disposal of assets






(1.6
)


(0.9
)


(0.4
)


Losses on forward contract hedging
    activities(4)






9.1











3,052.5



1,911.8



837.5



584.1



542.0Operating income


155.2



120.1



20.4



16.1



7.6Interest expense


24.2



17.4



7.1



5.9



5.7Interest income


(7.2
)


(2.1
)










Interest expense 
    related party


1.0



3.0



1.2



0.1



Other expenses, net


0.2



2.5



0.7



(0.2
)


2.618.2



20.8



9.0



5.8



8.3Income (loss) before income taxes
    and cumulative effect of change in accounting policy


137.0



99.3



11.4



10.3



(0.7
)Income tax expense (benefit)


44.0



34.9



4.1



3.8



(0.2
)Income (loss) before cumulative
    effect of change in accounting policy


93.0



64.4



7.3



6.5



(0.5
)Cumulative effect of change in
    accounting policy






(0.3
)










Net income (loss)

$
93.0


$
64.1


$
7.3


$
6.5


$
(0.5
)Basic earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting policy

$
1.98


$
1.64


$
0.19


$
0.16


$
(0.01
)Cumulative effect of change in
    accounting policy






(0.01
)










Net income (loss)

$
1.98


$
1.63


$
0.19


$
0.16


$
(0.01
)Diluted earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting policy

$
1.94


$
1.64


$
0.19


$
0.16


$
(0.01
)Cumulative effect of change in
    accounting policy






(0.01
)










Net income (loss)

$
1.94


$
1.63


$
0.19


$
0.16


$
(0.01
)Weighted average shares, basic


47,077,369



39,389,869



39,389,869



39,389,869



39,389,869Weighted average shares, diluted


47,915,962



39,389,869



39,389,869



39,389,869



39,389,869 30




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##### Table of Contents



Year Ended December 31,2006(1)


2005(2)


2004(3)


2003


2002(In millions, except share and per share data)Cash Flow Data:Cash flows provided by operating
    activities

$
110.2


$
148.7


$
24.9


$
26.3


$
17.5Cash flows used in investing
    activities


(251.4
)


(162.3
)


(27.3
)


(16.1
)


(12.1
)Cash flows provided by (used in)
    financing activities


180.2



54.1



5.6



(2.3
)


(4.4
)Total

$
39.0


$
40.5


$
3.2


$
7.9


$
1.0Balance Sheet Data:Cash and cash equivalents

$
101.6


$
62.6


$
22.1


$
18.9


$
11.0Total current assets

$
410.6


$
251.8


$
64.0


$
46.7


$
40.0Property, plant and equipment, net

$
424.7


$
270.6


$
189.3


$
136.5


$
130.9Total assets

$
949.4


$
606.2


$
330.1


$
256.8


$
234.1Total current liabilities

$
230.9


$
175.8


$
72.2


$
48.5


$
39.3Total debt, including current
    maturities

$
286.6


$
268.8


$
203.3


$
168.8


$
161.7Total non-current liabilities

$
336.3


$
310.6


$
202.1


$
159.8


$
152.8Total stockholders equity

$
382.2


$
119.8


$
55.8


$
48.4


$
41.9Total liabilities and
    stockholders equity

$
949.4


$
606.2


$
330.1


$
256.8


$
234.1     (1)
    
    Marketing operations were initiated
    on August 1, 2006 in conjunction with the acquisition of
    the Pride assets.(2)
    
    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.(3)
    
    Effective April 30, 2004, we
    completed the acquisition of 100% of the outstanding stock of
    Williamson Oil. The results of operations of Williamson Oil are
    included in our financial results from the date of acquisition.(4)
    
    In order to mitigate the risks of
    changes in the market price of crude oil and refined petroleum
    products, we entered 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.  Segment
    Data(1):
  Year Ended December 31, 2006Corporate,Other andRefining(2)


Retail


Marketing(3)


Eliminations


Consolidated(In millions, except share and per share data)Net sales (excluding intercompany
    marketing fees and sales)

$
1,593.4


$
1,395.6


$
218.2


$
0.5


$
3,207.7Intercompany marketing fees and
    sales


(3.2
)


(0.2
)


3.4







Operating costs and expenses:Cost of goods sold


1,367.4



1,234.9



216.0







2,818.3Operating expenses


69.6



102.8



0.3



0.5



173.2Segment contribution margin

$
153.2


$
57.7


$
5.3


$




216.2General and administrative expense


















38.2Depreciation and amortization


















22.8Operating income

















$
155.2Total assets

$
332.4


$
428.4


$
92.4


$
96.2


$
949.4Capital spending (excluding
    business combinations)

$
74.9


$
22.4


$
0.2


$



$
97.5   31




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##### Table of Contents



Year Ended December 31, 2005Corporate,Other andRefining(2)


Retail


Marketing(1)


Eliminations


Consolidated(In millions, except share and per share data)Net sales (excluding intercompany
    marketing fees and sales)

$
930.5


$
1,101.0


$



$
0.4


$
2,031.9Intercompany sales


0.9



(0.9
)










Operating costs and expenses:Cost of goods sold


776.4



955.2











1,731.6Operating expenses


45.8



86.9







0.4



133.1Segment contribution margin

$
109.2


$
58.0


$



$




167.2General and administrative expense


















23.5Depreciation and amortization


















16.1Gain on disposal of assets


















(1.6
)Losses on forward contract
    activities


















9.1Operating income

















$
120.1Total assets

$
235.6


$
367.4


$



$
3.2


$
606.2Capital spending (excluding
    business combinations)

$
18.8


$
10.4


$



$



$
29.2     (1)
    
    Statement of Accounting Standards
    No. 131, Disclosures About Segments of an Enterprise and
    Related Information, requires disclosure of a measure of
    segment profit or loss. In connection with the purchase of the
    Tyler refinery and related assets on April 29, 2005,
    management began viewing our companys operating results in
    two reportable segments: retail and refining. The initiation of
    operations in the marketing segment added a third reportable
    segment in the third quarter of 2006. 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
    related transportation. 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)
    
    Effective April 29, 2005, we
    completed the acquisition of the Tyler refinery and related
    assets. We operated the refinery for 247 days in 2005.(3)
    
    Marketing operations were initiated
    on August 1, 2006 in conjunction with the acquisition of
    the Pride assets. 32




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K.
  Forward-Looking
    Statements
    and/or
  
    competition;
    changes in, or the failure to comply with, the extensive
    government regulations applicable to our industry segments;
    decreases in our refining margins or fuel gross profit as a
    result of increases in the prices of crude oil, other feedstocks
    and refined petroleum products;
    our ability to execute our strategy of growth through
    acquisitions and transactional risks in acquisitions;
    general economic and business conditions, particularly levels of
    spending relating to travel and tourism or conditions affecting
    the southeastern United States;
    dependence on one principal fuel supplier and one wholesaler for
    a significant portion of our convenience store merchandise;
    unanticipated increases in cost or scope of, or significant
    delays in the completion of our capital improvement projects;
    risks and uncertainties with respect to the quantities and costs
    of refined petroleum products supplied to our pipelines
    and/or held
    in our terminals;
    operating hazards, natural disasters, casualty losses and other
    matters beyond our control;
    increases in our debt levels;
    restrictive covenants in our debt agreements;
    seasonality;
    terrorist attacks; 33




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##### Table of Contents




    potential conflicts of interest between our major stockholder
    and other stockholders;
    other factors discussed under Item 1, Business, and
    Item 1A, Risk Factors, of this Annual Report on
    Form 10-K  and/or
    Overview
    
    Delek began doing business in April 2001 with the acquisition of
    198 retail gasoline and convenience stores. Between April 2001
    and December 2005, we have completed several other acquisitions
    of retail gasoline and convenience stores;
    In April 2005, we acquired a petroleum refinery, a product
    loading facility and crude oil pipeline assets in and around
    Tyler, Texas, from subsidiaries of Crown Central Petroleum;
    In May 2006 Delek became a publicly traded company listed on the
    NYSE under the symbol DK;
    In July 2006, we completed the acquisition of 43 retail fuel and
    convenience stores in northwest Georgia and southeast
    Tennessee; and
    In July 2006, we completed the acquisition of refining
    equipment, pipelines, storage tanks and terminals that expanded
    our marketing and supply operations and enhanced our refining
    operations.  Strategic
    Initiatives
    
    pursue opportunistic acquisitions that strengthen our core
    markets and leverage our core competencies;
    conservatively manage operating expenses;
    modernize, grow and improve the profitability of our operations
    through carefully evaluated capital investments;
    return cash to investors through payment of cash dividends; 34




---



##### Table of Contents




    develop and refine innovative information technology
    applications for all business segments;
    provide prudent and scalable capital structure;
    focus on health, safety and environmental compliance.    
    In May 2006, we sold 11.5 million shares of common stock to
    the public while our parent company retained 77.4% share
    ownership. Other than the repayment of $42.5 million in
    related party debt, the net proceeds have been used to support
    our growth initiatives. We plan to continue these growth
    initiatives throughout 2007.
    We spent approximately $12.3 million on our re-image and
    new store program in 2006, completed four raze and rebuilds and
    two new store builds using the MAPCO Mart
    GrilleMarxtm
    brand. We are planning to spend approximately an additional
    $19.0 million on this initiative in 2007.
    We acquired and successfully integrated the Fast assets and
    established a new core market in Southeastern Tennessee and
    Northern Georgia. Our retail segment strategy is centered on
    operating a high concentration of sites in a similar geographic
    region to promote operational efficiencies and increased segment
    contribution margin.
    We acquired terminal and pipeline assets from the Pride
    Companies in West Texas. We believe there are realizable
    synergies across the various aspects of our segments. The
    addition of our marketing segment through the acquisition of
    assets from the Pride Companies allows us to begin capitalizing
    on these natural market positions.
    We expanded ultra low sulfur diesel capacity at our Tyler
    refinery by 83%. Our throughput increased over 9% from 53,150 to
    58,128 bpd over the period we operated the refinery in
    2005. In addition, our customer base has expanded approximately
    25% over the prior year due to our focused initiatives on
    organic growth and regulatory compliance. We plan to spend
    approximately $64 million through 2008 to comply with the
    CAA regulations requiring a reduction in sulfur content in
    gasoline.
    We implemented a scanning out system in all
    394 company-owned stores. We believe our proprietary
    technology platform affords us the opportunity to manage our
    operations more efficiently and control expenses.
    We re-imaged 21 stores acquired in the BP transaction in
    December 2005 to MAPCO Mart. Our focus on delivering a
    consistent brand offering is a strong complement to our strategy
    of successfully assimilating acquisitions. We believe this
    provides us stronger brand recognition within our core market
    areas.
    We declared our first cash dividend on November 7, 2006 of
    $0.0375 per share of common stock.  Market
    Trends
       35




---



##### Table of Contents



Factors
    Affecting Comparability
    
    the completion of several acquisitions in 2004, 2005 and 2006
    including: the purchase of the Williamson Oil, Co. in 2004; the
    purchase of the Tyler refinery assets in April 2005; the
    purchase of 21 retail fuel and convenience stores, a network of
    four wholesale operators, four undeveloped properties and
    inventory from BP in December 2005; the purchase of 43 retail
    fuel and convenience stores in Georgia and Tennessee in
    July 2006 and the commencement of marketing operations in
    August 2006 in conjunction with the purchase of refined
    petroleum product terminals, seven pipelines and storage tanks;
    a scheduled turnaround at our Tyler refinery that was started
    and completed in December 2005;
    the receipt of approximately $166.9 million in proceeds of
    an initial public offering of our stock in May 2006, after
    payment of offering expenses and underwriting discounts and
    commissions;
    repayment of $42.5 million of related party debt in May
    2006;
    the adoption of SFAS No. 123(R), Share-Based
    Paymentin January 2006; and
    an increase in general and administrative expenses in 2006 due
    to the costs of operating as a public company  Results
    of Operations
  Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2006 versus the Year Ended December 31,
    2005
           36




---



##### Table of Contents



Share-Based Payment
                 37




---



##### Table of Contents



Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2005 versus the Year Ended December 31,
    2004
                     38




---



##### Table of Contents



Operating
    Segments
    Refining
    Segment
  Year EndedDecember 31,2006


2005Days operated in period


365



247Total sales volume (average
    barrels per day)


55,523



51,096Products manufactured (average
    barrels per day):Gasoline


30,163



26,927Diesel/Jet


21,816



20,779Petrochemicals, LPG, NGLs


2,280



2,218Other


2,324



1,684Total production


56,583



51,608Throughput (average barrels per
    day):Crude oil


55,998



51,906Other feedstocks


2,130



1,244Total throughput


58,128



53,150Per barrel of sales:Refining operating margin

$
11.00


$
12.29Refining operating margin
    excluding intercompany marketing service fees

$
11.16


$
12.29Direct operating expenses

$
3.44


$
3.63Pricing statistics (average for
    the period presented):WTI  Cushing crude oil
    (per barrel)

$
66.27


$
59.39US Gulf Coast 5-3-2 crack spread
    (per barrel)

$
10.16


$
12.19US Gulf Coast Unleaded Gasoline
    (per gallon)

$
1.83


$
1.69Low sulfur diesel (per gallon)

$
2.00


$
1.72Natural gas (per MMBTU)

$
6.89


$
10.13    39




---



##### Table of Contents



Marketing
    Segment
    For the periodAugust 1, 2006throughDecember 31,2006Days operated in period


153Total sales volume (average
    barrels per day)


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


8,129Diesel/Jet


9,568Other


61Total sales


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

$
0.12      40




---



##### Table of Contents



Retail
    Segment
  Year Ended December 31,2006


2005


2004Number of stores (end of period)


394



349



331Average number of stores


369



330



310Retail fuel sales (thousands of
    gallons)


396,867



341,335



315,294Average retail gallons per average
    number of stores (in thousands)


1,075



1,034



1,017Retail fuel margin ($ per gallon)

$
0.145


$
0.165


$
0.155Merchandise sales (in millions)

$
330.5


$
292.4


$
261.2Merchandise margin %


30.6
%


29.8
%


29.5
%Credit expense (% of gross margin)


7.8
%


5.9
%


4.8
%Merchandise and cash over/short (%
    of net sales)


0.3
%


0.3
%


0.4
%Operating expense/merchandise
    sales plus total gallons


13.5
%


13.2
%


13.3
%   Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2006 versus the Year Ended December 31,
    2005
         41




---



##### Table of Contents



Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2005 versus the Year Ended December 31,
    2004
             42




---



##### Table of Contents



Liquidity
    and Capital Resources
    Cash
    Flows
    Year Ended December 312006


2005


2004Cash Flow Data:Cash flows provided by operating
    activities

$
110.2


$
148.7


$
24.9Cash flows used in investing
    activities


(251.4
)


(162.3
)


(27.3
)Cash flows provided by financing
    activities


180.2



54.1



5.6Net increase in cash and cash
    equivalents

$
39.0


$
40.5


$
3.2   Cash
    Flows from Operating Activities
      Cash
    Flows from Investing Activities
    retro-fit re-imaging
   43




---



##### Table of Contents



Cash
    Flows from Financing Activities
             44




---



##### Table of Contents



Cash
    Position and Indebtedness
      December 31, 2006Senior secured credit
    facility  term loan

$
147.1Senior secured credit
    facility  revolver


59.5SunTrust ABL revolver


Fifth Third note


19.2Promissory notes


60.0Capital lease obligations


0.8286.6Less: current portion of long-term
    debt & short term note payable


21.0Total long-term indebtedness

$
265.6   Senior
    Secured Credit Facility
      SunTrust
    ABL Revolver
  sub-limit
 45




---



##### Table of Contents



Fifth
    Third Note
      Promissory
    Notes
      Capital
    Spending
   46




---



##### Table of Contents



Year Ended December 31,2007 Budget


2006 ActualRefining:Sustaining maintenance

$
7.1


$
3.7Regulatory


48.5



65.6Discretionary projects


34.4



5.6Total refinery


90.0



74.9Marketing:Sustaining maintenance


0.1



0.2Retail:Sustaining maintenance


3.0



3.7Store enhancements


3.0



6.4Re-image/builds


19.0



12.3Total retail


25.0



22.4Total capital spending

$
115.1


$
97.5     and/or and/or
  Contractual
    Obligations and Commitments
    <1 Year


1-3 Years


3-5 Years


>5 Years


TotalLong-term debt and capital lease
    obligations

$
21.0


$
63.5


$
202.1


$



$
286.6Interest(1)


21.9



39.5



17.0







78.4Operating lease
    obligations(2)


11.2



21.9



21.0



119.7



173.8Total

$
54.1


$
124.9


$
240.1


$
119.7


$
538.8     (1)
    
    Includes expected payments on debt
    outstanding under credit facilities in place at
    December 31, 2006. Variable interest is calculated using
    December 31, 2006 rates.(2)
    
    Amounts reflect future estimated
    lease payments, including renewal options for leases we have
    determined are reasonably assured, under operating leases having
    remaining non-cancelable terms in excess of one year as of
    December 31, 2006. 47




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    LIFO
    Inventory
        Long-lived
    Asset Recovery
    Depreciable
    Lives of Assets
  wear-and-tear
   48




---



##### Table of Contents



Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
    Goodwill
    and Potential Impairment
        Vendor
    Discounts and Deferred Revenue
  02-16, Accounting by a Reseller for Consideration Received from a
    Vendor,
       49




---



##### Table of Contents



Environmental
    Expenditures
  clean-up
      New
    Accounting Pronouncements
  Fair Value Measurements
  Accounting for
    Uncertainty in Income Taxes, an interpretation of FASB Statement
    No. 109, Accounting for Income Taxes Accounting for
    Contingencies.
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (that is, Gross versus Net Presentation) 06-3),
 50




---



##### Table of Contents



06-3 06-3
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Commodity
    Price Risk
            Interest
    Rate Risk
  Accounting
    for Derivative Instruments and Hedging Activities
 51




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##### Table of Contents



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  Conclusions
    Regarding Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Changes
    in Internal Control over Financial Reporting
  Rule 13a-15(f)
    ITEM 9B.
    OTHER
    INFORMATION   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K Regulation S-K Regulation S-K
   52




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##### Table of Contents



www.delekus.com www.delekus.com
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued Upon Exercise


Weighted-Average Exercise


Equity Compensation Plansof Outstanding Options,


Price of Outstanding Options


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


1,652,952


$
17.52



1,400,440
(2)Equity compensation plans not
    approved by security
    holders(1)


1,719,493


$
2.03



noneTOTAL


3,372,445







1,400,440     (1)
    
    Pursuant to his employment
    agreement, our President and Chief Executive Officer, Ezra Uzi
    Yemin, was granted share purchase rights in May 2004. Upon
    completion of the IPO, the share purchase rights permitted him
    to purchase, subject to certain vesting requirements, up to
    1,969,493 shares of our common stock which was 5% of our
    outstanding shares immediately prior to the completion of the
    IPO. Under the applicable vesting provisions, Mr. Yemin is
    entitled to purchase up to one-fifth of these shares for each
    year of his employment (prorated monthly) from May 2004 until
    expiration of the employment agreement in April 2009.
    Mr. Yemin exercised 250,000 of his share purchase rights in
    December 2006. At December 31, 2006, Mr. Yemin had
    vested 1,050,396 share purchase rights of which 800,396
    were outstanding.(2)
    
    Consists of the number of
    securities available for future issuance under our 2006
    Long-Term Incentive Plan as of December 31, 2006.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   53




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K
      Exhibit No.

Description3
.1

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

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

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

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

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

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

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

Amendment No. 4 to Employment
    Agreement, dated as of November 13, 2006, by and among
    MAPCO Express, Inc., Delek US Holdings, Inc. and Uzi Yemin10
.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+

Distribution Service Agreement,
    dated as of January 1, 2005, by and between MAPCO Express,
    Inc. and McLane Company, Inc. DBA McLane Grocery Distribution
    (incorporated by reference to Exhibit 10.5 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6+

RPC Agreement, dated as of
    May 30, 2001, by and between Williams Refining &
    Marketing, LLC and MAPCO Express, Inc. (incorporated by
    reference to Exhibit 10.6 to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(a)

Assignment and Assumption
    Agreement effective as of March 3, 2003, by and between
    Williams Refining & Marketing, LLC, Williams Generating
    Memphis, LLC, Williams Memphis Terminal, Inc., and Williams
    Petroleum Pipeline Systems, Inc. and The Premcor Refining Group,
    Inc. (incorporated by reference to Exhibit 10.6(a) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675) 54




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##### Table of Contents



Exhibit No.

Description10
.6(b)

Assignment of the RPC Agreement
    between Williams Refining & Marketing, LLC and MAPCO
    Express, Inc., dated May 30, 2001, from The Premcor
    Refining Group, Inc. to Valero Marketing and Supply Company,
    effective December 1, 2005 (incorporated by reference to
    Exhibit 10.6(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.7

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

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

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

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

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

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

Sixth Amendment to Amended and
    Restated Credit Agreement entered into effective July 13,
    2006, among MAPCO Express, Inc., the several banks and other
    financial institutions or entities from time to time parties to
    the Credit Agreement, Lehman Brothers, Inc., SunTrust Bank, Bank
    Leumi USA and Lehman Commercial Paper, Inc. (incorporated by
    reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.8

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

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

Second Amendment to 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. 55




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##### Table of Contents



Exhibit No.

Description10
.9

Refinery Purchase and Sale
    Agreement, dated as of March 14, 2005, by and between
    La Gloria Oil and Gas Company, Delek Refining, Ltd., Delek
    Pipeline Texas, Inc. and Delek Texas Land, Inc. (incorporated by
    reference to Exhibit 10.10 to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.9(a)

Amendment to Refinery Purchase and
    Sale Agreement, dated as of April 29, 2005, by and between
    La Gloria Oil and Gas Company, Delek Refining, Ltd., Delek
    Pipeline Texas, Inc. and Delek Texas Land, Inc. (incorporated by
    reference to Exhibit 10.10(a) to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.9(b)

Second Amendment to Refinery
    Purchase and Sale Agreement and Indemnity Agreement, dated
    October 10, 2005, by and between La Gloria Oil and Gas
    Company (renamed Tyler Holding Company, Inc.), Delek Refining,
    Ltd., Delek Pipeline Texas, Inc. and Delek Texas Land, Inc.
    (incorporated by reference to Exhibit 10.10(b) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.10+

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
.10(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
.10(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
.10(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
.10(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
.10(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
.11+

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
.12*

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
.12(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
.12(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
.12(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
.13*

Description of Director
    Compensation (incorporated by reference to Exhibit 10.14 to
    the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675) 56




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Exhibit No.

Description10
.14

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
.15

Promissory Note, dated
    May 23, 2006, in the principal amount of $30,000,000.00, of
    Delek Finance, Inc., in favor of Israel Discount Bank of New
    York (incorporated by reference to Exhibit 10.10 to the
    Companys
    Form 10-Q
    filed on May 24, 2006)10
.16

Purchase and Sale Agreement, dated
    June 14, 2006, by and between MAPCO Express, Inc., Fast
    Petroleum, Inc., Worth L. Thompson, Jr., John E. Thompson,
    Thompson Management, Inc., Thompson Acquisitions, Inc., Thompson
    Investment Properties, Inc., WJET, Inc., Fast Financial
    Services, Inc. and Top Tier Assets LLC (incorporated by
    reference to Exhibit 10.1(a) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.16(a)

First Amendment to Purchase and
    Sale Agreement, made and entered into as of July 13, 2006,
    by and between MAPCO Express, Inc., Fast Petroleum, Inc., Worth
    L. Thompson, Jr., John E. Thompson, Thompson Management,
    Inc., Thompson Acquisitions, Inc., Thompson Investment
    Properties, Inc., WJET, Inc., Fast Financial Services, Inc. and
    Top Tier Assets LLC (incorporated by reference to
    Exhibit 10.1(b) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.17

Purchase and Sale Agreement,
    entered into effective June 21, 2006, by and among Pride
    Companies, L.P., Pride Refining, Inc., Pride Marketing LLC, and
    Delek US Holdings, Inc. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.17(a)

First Amendment to Purchase and
    Sale Agreement, made and entered into as of July 31, 2006,
    by and among Pride Companies, L.P., Pride Refining, Inc., Pride
    Marketing LLC, Pride Products and Delek US Holdings, Inc. and
    Delek Marketing & Supply, LP. (incorporated by
    reference to Exhibit 10.2(b) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.18

Credit Agreement dated
    July 31, 2006, by and between Delek Marketing & Supply,
    LP, and various financial institutions, from time to time, party
    to the Agreement, as Lenders, and Fifth Third Bank,
    Administrative Agent (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.19

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)21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young
    LLP23
.2

Consent of Mayer Hoffman McCann
    P.C.24
.1

Power of Attorney31
.1

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

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

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

Certification of the
    Companys Chief Financial Officer  pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory
    plan or arrangement.+
    
    Confidential treatment has been
    requested with respect to certain portions of this exhibit
    pursuant to Rule 406 of the Securities Act. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission. 57




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the registrant has duly
    caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  By:
    /s/  Edward
    Morgan        Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by or on behalf of
    the following persons on behalf of the registrant and in the
    capacities indicated on March 20, 2007:
  /s/  Ezra
    Uzi YeminEzra
    Uzi Yemin 
    Director, President and Chief Executive Officer 
    (Principal Executive Officer)



/s/  Gabriel
    Last*Gabriel
    Last
    Director/s/  Asaf
    Bartfeld*Asaf
    Bartfeld
    Director



/s/  Alan
    Gelman*Alan
    Gelman
    Director/s/  Zvi
    Greenfeld*Zvi
    Greenfeld 
    Director



/s/  Carlos
    E.
    Jorda*Carlos
    E. Jorda
    Director/s/  Charles
    H. Leonard*Charles
    H. Leonard
    Director



/s/  Philip
    L.
    Maslowe*Philip
    L. Maslowe
    Director/s/  Edward
    MorganEdward
    Morgan
    Vice President and Chief Financial Officer (Principal Financial
    and Accounting Officer)*By:

/s/  Edward
    MorganIndividually and asAttorney-in-Fact  58




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##### Table of Contents



Delek US
    Holdings, Inc.
    Consolidated Financial Statements
    As of December 31, 2006 and 2005 and
    for the Years Ended December 31, 2006, 2005 and
    2004
  INDEX TO
    FINANCIAL STATEMENTS
  Reports of
    Independent Registered Public Accounting Firms


F-1Audited Financial StatementsConsolidated
    Balance Sheets


F-3Consolidated
    Statements of Operations


F-4Consolidated
    Statements of Changes in Shareholders Equity


F-5Consolidated
    Statements of Cash Flows


F-6Notes to
    Consolidated Financial Statements


F-7




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
    F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           
     F-2




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##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Balance Sheets  December 312006


2005(In millions, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
101.6


$
62.6Short-term investments


73.2



26.6Accounts receivable


83.7



52.9Inventory


120.8



101.3Other current assets


31.3



8.4Total current assets


410.6



251.8Property, plant and equipment:Property, plant and equipment


493.1



317.1Less: accumulated depreciation


(68.4
)


(46.5
)Property, plant and equipment, net


424.7



270.6Goodwill


80.7



63.7Other intangibles, net


12.2



0.6Note receivable from a related
    party






0.2Other non-current assets


21.2



19.3Total assets

$
949.4


$
606.2LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
175.5


$
144.6Current portion of long-term debt
    and capital lease obligations


1.8



1.7Note payable


19.2



Accrued expenses and other current
    liabilities


34.4



29.5Total current liabilities


230.9



175.8Non-current liabilities:Long-term debt and capital lease
    obligations, net of current portion


265.6



224.6Notes payable to related parties






42.5Environmental liabilities, net of
    current portion


9.3



7.3Asset retirement obligations


3.3



3.4Deferred tax liabilities


50.5



27.5Other non-current liabilities


7.6



5.3Total non-current liabilities


336.3



310.6Shareholders equity:Preferred stock, $0.01 par
    value, 10,000,000 shares authorized, 0 shares issued
    and outstanding






Common stock, $0.01 par
    value, 110,000,000 shares authorized, 51,139,869 and
    39,389,869 shares issued and outstanding, respectively


0.5



0.4Additional paid-in capital


211.9



40.7Retained earnings


169.8



78.7Total shareholders equity


382.2



119.8Total liabilities and
    shareholders equity

$
949.4


$
606.2    F-3




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##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Operations  Year Ended December 312006


2005


2004(In millions, except share and per share data)Net sales

$
3,207.7


$
2,031.9


$
857.9Operating costs and expenses:Cost of goods sold


2,818.3



1,731.6



730.8Operating expenses


173.2



133.1



80.1General and administrative expenses


38.2



23.5



15.1Depreciation and amortization


22.8



16.1



12.4Gain on disposal of assets






(1.6
)


(0.9
)Losses on forward contract
    activities






9.1



3,052.5



1,911.8



837.5Operating income


155.2



120.1



20.4Interest expense


24.2



17.4



7.1Interest income


(7.2
)


(2.1
)


Interest expense to related parties


1.0



3.0



1.2Other expenses, net


0.2



2.5



0.718.2



20.8



9.0Income before income tax expense
    and cumulative effect of change in accounting policy


137.0



99.3



11.4Income tax expense


44.0



34.9



4.1Income before cumulative effect of
    change in accounting policy


93.0



64.4



7.3Cumulative effect of change in
    accounting policy






(0.3
)


Net income

$
93.0


$
64.1


$
7.3Basic earnings per share:Income before cumulative effect of
    change in accounting policy

$
1.98


$
1.64


$
0.19Cumulative effect of change in
    accounting policy






(0.01
)


Net income

$
1.98


$
1.63


$
0.19Diluted earnings per share:Income before cumulative effect of
    change in accounting policy

$
1.94


$
1.64


$
0.19Cumulative effect of change in
    accounting policy






(0.01
)


Net income

$
1.94


$
1.63


$
0.19Basic and diluted weighted average
    common shares outstandingBasic


47,077,369



39,389,869



39,389,869Diluted


47,915,962



39,389,869



39,389,869    F-4




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Changes in Shareholders Equity  Additional





TotalCommon Stock


Paid-in


Retained


ShareholdersShares


Amount


Capital


Earnings


Equity(In millions, except share data)Balance at December 31, 2003


39,389,869


$
0.4


$
40.7


$
7.3


$
48.4Net income














7.3



7.3Balance at December 31, 2004


39,389,869



0.4



40.7



14.6



55.7Net income














64.1



64.1Balance at December 31, 2005


39,389,869



0.4



40.7



78.7



119.8Proceeds from public offering


11,500,000



0.1



166.8







166.9Stock-based compensation expense










2.4







2.4Income tax benefit of stock- based
    compensation expense










1.5







1.5Common stock dividends ($0.375 per
    share)














(1.9
)


(1.9
)Exercise of stock options


250,000







0.5







0.5Net income














93.0



93.0Balance at December 31, 2006


51,139,869


$
0.5


$
211.9


$
169.8


$
382.2    F-5




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Cash Flows  Year Ended December 312006


2005


2004(In millions)Cash flows from operating
    activities:Net income

$
93.0


$
64.1


$
7.3Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


22.8



16.1



12.4Amortization of deferred financing
    costs


4.2



2.3



0.8Accretion of asset retirement
    obligations


0.3



0.1



Deferred income taxes


22.8



8.9



3.9Net gain on disposal of assets






(3.1
)


(0.2
)Net losses on write-down of assets






3.5



Stock-based compensation expense


2.4







Income tax benefit of stock-based
    compensation


(1.5
)






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


(30.7
)


(41.7
)


(1.4
)Inventories and other current assets


(24.8
)


11.1



(2.8
)Accounts payable and other current
    liabilities


23.1



88.1



5.2Non-current assets and liabilities,
    net


(1.4
)


(0.7
)


(0.3
)Net cash provided by operating
    activities


110.2



148.7



24.9Cash flows from investing
    activities:Purchases of short-term investments


(520.2
)


(26.6
)


Sales of short-term investments


473.6







Business combinations, net of cash
    acquired


(107.3
)


(109.6
)


(22.1
)Purchase of property, plant and
    equipment


(97.5
)


(29.2
)


(7.0
)Proceeds from sale of convenience
    store assets






3.1



1.8Net cash used in investing
    activities


(251.4
)


(162.3
)


(27.3
)Cash flows from financing
    activities:Net proceeds from long-term revolver


46.7



23.5



2.5Proceeds from other debt instruments


60.0



215.0



33.7Payments on debt and capital lease
    obligations


(47.4
)


(187.1
)


(49.5
)Proceeds from note payable to
    related parties






34.9



24.9Payments of note payable to related
    parties


(42.5
)


(21.0
)


Proceeds from issuance of common
    stock


166.9







Proceeds from exercise of stock
    options


0.5







Income tax benefit of stock-based
    compensation


1.5







Dividends paid


(1.9
)






Decrease (increase) in restricted
    cash






3.7



(1.7
)Purchase of interest rate
    derivative instruments










(2.3
)Deferred financing costs paid


(3.6
)


(14.9
)


(2.0
)Net cash provided by financing
    activities


180.2



54.1



5.6Net increase in cash and cash
    equivalents:


39.0



40.5



3.2Cash and cash equivalents at the
    beginning of the period


62.6



22.1



18.9Cash and cash equivalents at the
    end of the period

$
101.6


$
62.6


$
22.1Supplemental disclosures of cash
    flow information:Cash paid during the year for:Interest, net of capitalized
    interest of $1.8 million in 2006

$
19.1


$
17.0


$
6.0Income taxes

$
32.5


$
25.8


$
0.2Capital lease obligations

$
1.1


$



$
Assets acquired via the issuance of
    notes payable

$



$



$
0.1Termination of equity investment in
    Related Party LLC and related debt

$



$



$
6.7    F-6




---



##### Table of Contents



Delek US
    Holdings, Inc.



Notes to
    Consolidated Financial Statements



Delek US
    Holdings, Inc.



Notes to
    Consolidated Financial
    Statements  (Continued)  1.
    General      2.
    Accounting
    Policies  Basis
    of Presentation
  Share-Based Payment
      Classification
    of Operations
    Cash
    and Cash Equivalents
   F-7




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Short-Term
    Investments
  Accounting for
    Certain Investments in Debt and Equity Securities.
  Accounts
    Receivable
            Inventory
  last-in,
  first-in,
    Property,
    Plant and Equipment
  Business Combinations.
 F-8




---



##### Table of Contents



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

3-5 yearsComputer equipment and software

3-10
    yearsRefinery turnaround costs

4 yearsFurniture and fixtures

5-15 yearsRetail store equipment

7-15 yearsAsset retirement obligation assets

15-36 yearsRefinery machinery and equipment

15-40 yearsPetroleum and other site (POS)
    improvements

8-40 yearsBuilding and building improvements

40 years   Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Capitalized
    Interest
    Refinery
    Turnaround Costs
    Goodwill
  Goodwill and Other Intangible Assets
 F-9




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Derivatives
  Accounting for
    Derivative Instruments and Hedging Activities
        Fair
    Value of Financial Instruments
  Disclosures about
    Fair Value of Financial Instruments.
    Self-Insurance
    Reserves
    Vendor
    Discounts and Deferred Revenue
  02-16, Accounting by a Reseller for Consideration Received from a
    Vendor,
   F-10




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Environmental
    Expenditures
  clean-up
  Asset
    Retirement Obligations
  Accounting for Conditional Asset
    Retirement Obligations Accounting for Asset Retirement
    Obligations.
        right-of-way
 F-11




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     December 312006


2005Beginning balance

$
3.4


$
Cumulative effect of adoption of
    FIN 47






1.5Additional liabilities


0.6



1.8Liabilities settled


(1.0
)


Accretion expense


0.3



0.1$
3.3


$
3.4     Revenue
    Recognition
    EITF 99-19, Reporting Revenue Gross as a Principal Versus Net as an
    Agent.
  Excise
    Taxes
    Deferred
    Financing Costs
    Advertising
    Costs
    Operating
    Leases
   F-12




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Accounting for
    Leases
  Income
    Taxes
  Accounting for Income Taxes.
      Earnings
    Per Share
    December 312006


2005


2004Weighted average common shares
    outstanding


47,077,369



39,389,869



39,389,869Dilutive effect of equity
    instruments


838,593







Weighted average common shares
    outstanding, assuming dilution


47,915,962



39,389,869



39,389,869     Stock
    Compensation
  Accounting for
    Stock-Based Compensation Accounting for
    Stock Issued to Employees
 F-13




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Comprehensive
    Income
    New
    Accounting Pronouncements
  Fair Value Measurements
  Accounting for
    Uncertainty in Income Taxes, an interpretation of FASB Statement
    No. 109, Accounting for Income Taxes Accounting for
    Contingencies.
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (that is, Gross versus Net Presentation) 06-3), 06-3
 F-14




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  06-3
  3.
    Inventory    December 312006


2005Refinery raw materials and supplies

$
31.5


$
28.3Refinery work in process


18.7



22.5Refinery finished goods


22.9



16.3Retail fuel


14.4



12.4Retail merchandise


26.7



21.8Marketing refined products


6.6



Total Inventories

$
120.8


$
101.3       4.
    Acquisitions  2006
    Acquisitions
   F-15




---



##### Table of Contents



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

$
3.9Other current assets


0.1Fixed assets


39.9Goodwill


9.4Taxes payable and other liabilities


(2.4
)$
50.9       Other current assets

$
0.7Fixed assets


37.9Goodwill


7.6Intangibles


12.2Assumed environmental and asset
    retirement liabilities


(2.0
)$
56.4     2005
    Acquisitions
      Fixed assets

$
33.9Inventory


59.9Prepaid inventory and other assets


26.4Assumed accounts payable and other
    current liabilities


(37.3
)Assumed asset retirement
    obligations


(1.8
)Assumed environmental liabilities


(7.9
)$
73.2  F-16




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 312005


2004Revenues

$
2,312.2


$
1,775.6Income before cumulative effect of
    change in accounting policy

$
68.7


$
16.7Net income

$
68.4


$
16.7Basic and diluted earnings per
    share before cumulative effect of change in accounting policy

$
1.74


$
0.42Basic and diluted earnings per
    share

$
1.73


$
0.42         Fixed assets

$
34.9Inventory


1.5$
36.4   2004
    Acquisitions
   F-17




---



##### Table of Contents



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

$
58.8Inventory


6.9Cash


1.0Other assets


3.1Goodwill


3.7Deferred tax liabilities


(8.8
)Assumed liabilities


(41.5
)$
23.2         5.  Property,
    Plant and Equipment
    December 312006


2005Land

$
69.7


$
58.7Building and building improvements


129.7



99.7Refinery machinery, marketing
    equipment and pipelines


135.6



31.7Retail, including petroleum, store
    equipment and other site improvements


117.2



96.0Refinery turnaround costs


10.0



9.0Other equipment


15.6



11.6Construction in progress


15.3



10.4493.1



317.1Less: accumulated depreciation


(68.4
)


(46.5
)$
424.7


$
270.6    F-18




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   6.
    Goodwill      Retail


Marketing


TotalBalance, December 31, 2004

$
65.3






$
65.3Adjustments


(1.6
)






1.6Balance, December 31, 2005


63.7







63.7Acquisitions and adjustments


9.4



7.6



17.0Balance, December 31, 2006

$
73.1


$
7.6


$
80.7       7.
    Other
    Intangibles  Supply
    Contracts
    December 31, 2006Supply contracts

$
12.2Accumulated amortization


(0.5
)$
11.7  F-19




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Non-Compete
    Agreements
  ten-mile
  December 312006


2005Non-compete agreements

$
1.0


$
1.0Accumulated amortization


(0.5
)


(0.4
)$
0.5


$
0.6     8.
    Long-Term
    Obligations and Short-Term Note Payable    December 312006


2005Notes payable to related parties

$



$
42.5Senior Secured Credit
    Facility  Term Loan


147.1



164.2Senior Secured Credit
    Facility  Revolver


59.5



32.0Israel Discount Bank Note


30.0



20.0Bank Leumi Note


30.0



10.0Fifth Third Note


19.2



Capital lease obligations


0.8



Other notes payable






0.1286.6



268.8Less:Short-term note payable


19.2



Current portion of long-term debt


1.5



1.7Current portion of capital lease
    obligations


0.3



$
265.6


$
267.1   Long-Term
    Obligations
  Notes Payable
    to Related Parties
   F-20




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         Credit
    Agreement  Term Loans (A and B) and
    Revolver
    sub-facility
    Senior
    Secured Credit Facility
       F-21




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         SunTrust
    Term Loan and Revolver
      SunTrust
    ABL Revolver
   F-22




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   sub-limit
          Israel
    Discount Bank Note
    Bank
    Leumi Note
     F-23




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   IDB
    Note
    Guarantee
    Fees
    Fifth
    Third Note
      2007


2008


2009


2010


2011


TotalSenior secured credit
    facility  term

$
1.5


$
1.5


$
1.5


$
1.5


$
141.1


$
147.1Senior secured credit
    facility  revolver














59.5







59.5Israel Discount Bank










30.0











30.0Bank Leumi










30.0











30.0Fifth Third


19.2



















19.2Capital lease obligations


0.3



0.3



0.2











0.8Total

$
21.0


$
1.8


$
61.7


$
61.0


$
141.1


$
286.6   Interest-Rate
    Derivative Instruments
   F-24




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        9.
    Stock
    Based Compensation            Compensation
    Expense Related to Equity-based Awards
    Employment
    Agreement
   F-25




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2006
    Long-Term Incentive Plan
    Option
    Assumptions
    May 2004 Grant

2006 Grants

2006 Grants(5-Year

(Graded Vesting)

(Cliff Vesting)Graded Vesting)

3-5 Years

4 YearsExpected Volatility

31.60%

31.44%-31.96%

31.46%-31.91%Dividend Yield



1.00%

1.00%Expected Term

4.5 years

6.0-6.5 years

7.0 yearsRisk Free Rate

3.85%

4.74%-5.02%

4.50%-5.03%Fair Value

$0.67

$5.91

$4.87  F-26




---



##### Table of Contents



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


AggregateNumber of


Weighted-Average


Contractual


IntrinsicOptions


Exercise Price


Term


Value(In millions)Beginning Balance, January 1,
    2006


1,969,493


$
2.03Options Granted


1,899,700


$
17.49Options Exercised


(250,000
)

$
2.03Forfeitures


(246,748
)

$
17.27Options outstanding at
    December 31, 2006


3,372,445


$
9.62



6.3



$26.6Options exercisable at
    December 31, 2006


800,396


$
2.03



3.3



$11.9     Restricted
    Stock Units
      Weighted-Number of


AverageOptions


Grant PriceBeginning Balance, January 1,
    2006





$
RSUs Granted


77,500


$
15.54Vested





$
Forfeitures


(2,500
)

$
15.15Nonvested RSUs at
    December 31, 2006


75,000


$
15.56   Unrecognized
    Compensation Costs Related to Equity-based Awards
    10.
    Segment
    Data   F-27




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         ® tm
      Year Ended December 31, 2006Corporate,Other andRefining(2)


Retail


Marketing(1)


Eliminations


ConsolidatedNet sales (excluding intercompany
    marketing fees and sales)

$
1,593.4


$
1,395.6


$
218.2


$
0.5


$
3,207.7Intercompany marketing fees and
    sales


(3.2
)


(0.2
)


3.4







Operating costs and expenses:Cost of goods sold


1,367.4



1,234.9



216.0







2,818.3Operating expenses


69.6



102.8



0.3



0.5



173.2Segment contribution margin

$
153.2


$
57.7


$
5.3


$




216.2General and administrative expense


















38.2Depreciation and amortization


















22.8Operating income

















$
155.2Total assets

$
332.4


$
428.4


$
92.4


$
96.2


$
949.4Capital spending (excluding
    business combinations)

$
74.9


$
22.4


$
0.2


$



$
97.5   F-28




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Year Ended December 31, 2005Corporate,Other andRefining(2)


Retail


Marketing(1)


Eliminations


ConsolidatedNet sales (excluding intercompany
    marketing fees and sales)

$
930.5


$
1,101.0


$



$
0.4


$
2,031.9Intercompany marketing fees and
    sales


0.9



(0.9
)










Operating costs and expenses:Cost of goods sold


776.4



955.2











1,731.6Operating expenses


45.8



86.9







0.4



133.1Segment contribution margin

$
109.2


$
58.0


$



$




167.2General and administrative expense


















23.5Depreciation and amortization


















16.1Gain on disposal of assets


















(1.6
)Losses on forward contract
    activities


















9.1Operating income

















$
120.1Total assets

$
235.6


$
367.4


$



$
3.2


$
606.2Capital spending (excluding
    business combinations)

$
18.8


$
10.4


$



$



$
29.2     (1)
    
    Marketing operations were initiated
    on August 1, 2006 in conjunction with the Pride acquisition.(2)
    
    Effective April 29, 2005, we
    completed the acquisition of the Tyler refinery and related
    assets. We operated the refinery for 247 days in 2005. F-29




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   11.
    Income
    Taxes      December 312006


2005Current Deferred
    Taxes:Self-insurance accruals

$
1.5


$
1.6Accrued payroll


0.7



0.9Net operating loss carryforwards


0.3



Other accrued reserves


0.3



0.1Total current deferred tax assets


2.8



2.6Non-current Deferred
    Taxes:Depreciation and amortization


(57.3
)


(33.5
)Net operating loss carryforwards


1.9



2.5Straight-line lease expense


2.1



1.5FAS 123R stock compensation


0.8



Other


3.0



2.7Valuation allowance


(1.0
)


(0.7
)Total non-current deferred tax
    liabilities


(50.5
)


(27.5
)$
(47.7
)

$
(24.9
)     Year Ended December 312006


2005


2004Provision for federal income taxes
    at statutory rate

$
48.0


$
34.7


$
3.9State income taxes, net of federal
    tax provision






0.2



0.5Credits


(4.3
)






Other items


0.3







(0.3
)Income tax expense

$
44.0


$
34.9


$
4.1     Year Ended December 312006


2005


2004Current

$
21.2


$
26.0


$
0.2Deferred


22.8



8.9



3.9$
44.0


$
34.9


$
4.1  F-30




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          12.
    Commitments
    and Contingencies  Litigation
    Self-insurance
         F-31




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Environmental
          parts-per-million
   F-32




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Vendor
    Commitments
    Letters
    of Credit
    Operating
    Leases
   F-33




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2007

$
11.22008


11.22009


10.72010


10.52011


10.5Thereafter


119.7Total future minimum rentals

$
173.8   13.
    Employees  Workforce
    401(k)
    Plan
    14.
    Related
    Party Transactions       F-34




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##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  out-of-pocket
             F-35




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   15.
    Initial
    Public Offering    16.
    Selected
    Quarterly Financial Data (Unaudited)    For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2006


2006


2006


2006Net sales

$
659.8


$
819.6


$
920.8


$
807.5Operating income

$
24.4


$
68.0


$
42.9


$
19.9Net income

$
12.9


$
42.2


$
26.4


$
11.5Basic earnings per share

$
0.33


$
0.90


$
0.52


$
0.23Diluted earnings per share

$
0.33


$
0.88


$
0.51


$
0.22   For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2005


2005


2005


2005Net sales

$
229.1


$
459.7


$
698.7


$
644.4Operating income

$
2.2


$
20.4


$
55.4


$
42.1Income before cumulative effect of
    change in accounting policy

$
0.4


$
6.9


$
32.5


$
24.6Net income

$
0.1


$
6.9


$
32.5


$
24.6Basic and diluted earnings per
    share before cumulative effect of change in accounting policy

$
0.01


$
0.17


$
0.83


$
0.63Basic and diluted earnings per
    share

$



$
0.17


$
0.83


$
0.63   17.
    Subsequent
    Events  Dividend
    Declaration
    Calfee
    Acquisition
   F-36




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

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

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

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

Amendment No. 4 to Employment
    Agreement, dated as of November 13, 2006, by and among
    MAPCO Express, Inc., Delek US Holdings, Inc. and Uzi Yemin10
.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+

Distribution Service Agreement,
    dated as of January 1, 2005, by and between MAPCO Express,
    Inc. and McLane Company, Inc. DBA McLane Grocery Distribution
    (incorporated by reference to Exhibit 10.5 to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6+

RPC Agreement, dated as of
    May 30, 2001, by and between Williams Refining &
    Marketing, LLC and MAPCO Express, Inc. (incorporated by
    reference to Exhibit 10.6 to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(a)

Assignment and Assumption
    Agreement effective as of March 3, 2003, by and between
    Williams Refining & Marketing, L.L.C., Williams
    Generating Memphis, L.L.C., Williams Memphis Terminal, Inc., and
    Williams Petroleum Pipeline Systems, Inc. and The Premcor
    Refining Group Inc. (incorporated by reference to
    Exhibit 10.6(a) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.6(b)

Assignment of the RPC Agreement
    between Williams Refining & Marketing, LLC and MAPCO
    Express, Inc., dated May 30, 2001, from The Premcor
    Refining Group, Inc. to Valero Marketing and Supply Company,
    effective December 1, 2005 (incorporated by reference to
    Exhibit 10.6(b) to the Companys Registration
    Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)




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##### Table of Contents



Exhibit No.

Description10
.7

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

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

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

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

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

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

Sixth Amendment to Amended and
    Restated Credit Agreement entered into effective July 13,
    2006, among MAPCO Express, Inc., the several banks and other
    financial institutions or entities, from time to time, parties
    to the Credit Agreement, Lehman Brothers, Inc., SunTrust Bank,
    Bank Leumi USA and Lehman Commercial Paper, Inc. (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.8

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

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

Second Amendment to 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.10
.9

Refinery Purchase and Sale
    Agreement, dated as of March 14, 2005, by and between
    La Gloria Oil and Gas Company, Delek Refining, Ltd., Delek
    Pipeline Texas, Inc. and Delek Texas Land, Inc. (incorporated by
    reference to Exhibit 10.10 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
.9(a)

Amendment to Refinery Purchase and
    Sale Agreement, dated as of April 29, 2005, by and between
    La Gloria Oil and Gas Company, Delek Refining, Ltd., Delek
    Pipeline Texas, Inc. and Delek Texas Land, Inc. (incorporated by
    reference to Exhibit 10.10(a) to the Companys
    Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.9(b)

Second Amendment to Refinery
    Purchase and Sale Agreement and Indemnity Agreement, dated
    October 10, 2005, by and between La Gloria Oil and Gas
    Company (renamed Tyler Holding Company, Inc.), Delek Refining,
    Ltd., Delek Pipeline Texas, Inc. and Delek Texas Land, Inc.
    (incorporated by reference to Exhibit 10.10(b) to the
    Companys Registration Statement on
    Form S-1,
    filed on February 8, 2006, SEC File
    No. 333-131675)10
.10+

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
.10(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
.10(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
.10(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
.10(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
.10(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
.11+

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
.12*

Delek US Holdings, Inc. 2006
    Long-Term Incentive Plan (incorporated by reference to 10.13 to
    the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.12(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
.12(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
.12(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
.13*

Description of Director
    Compensation (incorporated by reference to Exhibit 10.14 to
    the Companys Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675)10
.14

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
.15

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




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##### Table of Contents



Exhibit No.

Description10
.16

Purchase and Sale Agreement, dated
    June 14, 2006, by and between MAPCO Express, Inc., Fast
    Petroleum, Inc., Worth L. Thompson, Jr., John E. Thompson,
    Thompson Management, Inc., Thompson Acquisitions, Inc., Thompson
    Investment Properties, Inc., WJET, Inc., Fast Financial
    Services, Inc. and Top Tier Assets LLC (incorporated by
    reference to Exhibit 10.1(a) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.16(a)

First Amendment to Purchase and
    Sale Agreement, made and entered into as of July 13, 2006,
    by and between MAPCO Express, Inc., Fast Petroleum, Inc., Worth
    L. Thompson, Jr., John E. Thompson, Thompson Management,
    Inc., Thompson Acquisitions, Inc., Thompson Investment
    Properties, Inc., WJET, Inc., Fast Financial Services, Inc. and
    Top Tier Assets LLC (incorporated by reference to
    Exhibit 10.1(b) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.17

Purchase and Sale Agreement,
    entered into effective June 21, 2006, by and among Pride
    Companies, L.P., Pride Refining, Inc., Pride Marketing LLC, and
    Delek US Holdings, Inc. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.17(a)

First Amendment to Purchase and
    Sale Agreement, made and entered into as of July 31, 2006,
    by and among Pride Companies, L.P., Pride Refining, Inc., Pride
    Marketing LLC, Pride Products and Delek US Holdings, Inc. and
    Delek Marketing & Supply, LP. (incorporated by
    reference to Exhibit 10.2(b) to the Companys
    Form 10-Q
    filed on August 11, 2006)10
.18

Credit Agreement dated
    July 31, 2006, by and between Delek Marketing and Supply,
    LP, and various financial institutions, from time to time, party
    to the Agreement, as Lenders, and Fifth Third Bank,
    Administrative Agent (incorporated by reference to
    Exhibit 10.2 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.19

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)21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young
    LLP23
.2

Consent of Mayer Hoffman McCann
    P.C.24
.1

Power of Attorney31
.1

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

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

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

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